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Ord. No. 11-95-1584ORDINANCE NO. 11 -95 -1584 AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA CREATING CHAPTER 12A OF THE CODE OF THE CITY OF SOUTH MIAMI, TO BE ENTITLED "CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY "; ESTABLISHING THE CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY; FINDING AND DECLARING NEED FOR THE AUTHORITY; PROVIDING DEFINITIONS; DESIGNATING MEMBERSHIP; PROVIDING RESPONSIBILITIES AND POWERS; PROVIDING FOR THE FINANCING AND CONSTRUCTION OF HEALTH FACILITIES; PROVIDING FOR THE ISSUANCE OF REVENUE BONDS AND REFUNDING BONDS; PROVIDING SEVERABILITY; AND PROVIDING RELATED MATTERS AND AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Commission ") of the City of South Miami, Florida (the "City "), has determined that, for the benefit of the people of the City, the increase of their commerce, welfare and prosperity and the improvement of their health and living conditions, it is essential that the people of the City have access to adequate medical care and health facilities and that it is essential that health facilities be provided with appropriate additional means to assist in the development, improvement and maintenance of the public health; and WHEREAS, a Health Facilities Authority would provide additional means to assist in the development and maintenance of the City's health facilities; and WHEREAS, Section 154.207, Florida Statutes, authorizes the City to create a public body to insure that the people of the City have access to adequate medical care and health facilities. 1 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. Declaration of Need. The Commission hereby finds and declares that there is a need for a Health Facilities Authority to function in the City in order to assist in the development and maintenance of the health facilities located in the City and, where authorized by law, outside the City's boundaries. Section 2. Definitions. The following terms, whenever used in this Ordinance, shall have the following meanings unless a different meaning clearly appears from the context: (a) "Authority" means the City of South Miami Health Facilities Authority created by this Ordinance. (b) "Bonds" or "revenue bonds" mean revenue bonds and revenue refunding bonds of the Authority issued under the provisions of this Ordinance and State law, including without limitation, Chapter 154, Part III and Chapter 159, Part II, Florida Statutes, as they may be amended from time to time, notwithstanding that such bonds may be secured by a mortgage or the full faith and credit of a health facility. (c) "City" means the City of South Miami, Florida. (d) "Commission" means and refer to the City Commission of the City. (e) "Cost" as applied to a project or any portion thereof financed under the provisions of this Ordinance, embraces: (1) All or any part of the cost of construction and acquisition of all real property, lands, structures, real or personal property rights, rights -of -way, franchises, easements, and interests acquired or used for a project. E (2) The cost of demolishing or removing any buildings or structures on land so acquired, including the cost of acquiring any lands to which such buildings or structures may be removed. (3) The cost of all machinery and equipment. (4) Financing charges and interest prior to, during, and for a reasonable period after completion of such construction. (5) Provisions of reserves for principal and interest and for extensions, enlargements, additions, and improvements. legal services. revenues. (6) The cost of engineering, appraisal, architectural, accounting, financial and (7) The cost of plans, specifications, studies, surveys and estimates of cost and (8) Administrative expenses, including expenses necessary or incident to determining the feasibility or practicability of constructing the project. (9) Such expenses as may be necessary or incident to the construction and acquisition and the placing of the project in operation and such items which qualify as "costs" under State law from time to time. (f) "Health Facility" means any private corporation organized as either not for profit or for profit and authorized by law to provide hospital or nursing care services in accordance with Chapter 395 or Chapter 400, Florida Statutes, or life care services in accordance with Chapter 651, Florida Statutes, and also includes facilities licensed under Chapters 393 and 394, Florida Statutes, "health care facility" as defined in Section 159.27(16), Florida Statutes, and 3 any other facilities which under State law, the Authority may provide assistance to, in each case as such provisions of State law may be amended from time to time. (g) "Project" means any structure, facility, machinery, equipment or other property suitable for use by a health facility in connection with its operations or proposed operations, including, without limitation: (1) real property; (2) a clinic, computer facility, dining hall, fire fighting facility, fire prevention facility, food service and preparation facility, health care facility, long term care facility, hospital, interns' residence, laboratory, laundry, maintenance facility, nurses' residence, nursing home, nursing school, office, parking area, pharmacy, educational or recreational facility, research facility, storage facility, utility or X -ray facility, or any combination of the foregoing; and (3) other structures or facilities related thereto or required or useful for health care purposes, the conduct of research or the operation of a health facility, including facilities or structures essential or convenient for the orderly conduct of the health facility and other similar items necessary or convenient for the operation of a particular facility or structure in the manner for which its use is intended; but shall not include such items as fuel, supplies or other items which are customarily deemed to result in a current operating charge. (h) "Real Property" means and includes all lands, buildings, structures, improvements and fixtures thereon; any property of any nature appurtenant thereto or used in connection therewith; and every estate, interest and right, legal or equitable, therein, including any such interest for a term of years. (i) "State" means the State of Florida. 9 Section 3. Creation of City of South Miami Health Facilities Authority; Membership. (a) Creation. The City of South Miami Health Facilities Authority is hereby created and established and, in accordance with Section 154.207, Florida Statutes, is constituted a public instrumentality. The exercise by the Authority of the powers conferred by State law shall be deemed and held to be the performance of an essential public function. (b) Members; Terms of Office. The Authority, unless otherwise provided by State law, shall be composed of five voting members. Members shall be residents of the City appointed by the Commission for terms of four years; provided that of the first members appointed, the Commission shall designate one member to serve for one year, one member to serve for two years, one member to serve for three years and two members to serve for four years, in each case until his or her successor is appointed and has qualified. Thereafter, all appointments by the Commission, except appointments to fill vacancies shall be for a term of four years. Vacancies during a term shall be filled for the unexpired term by the Commission. A member of the Authority shall be eligible for reappointment. Any member of the Authority may be removed by the Commission for misfeasance, malfeasance, willful neglect of duty or such other cause authorized by law. (c) Responsibilities of Member. Each member of the Authority, before entering upon his duties, shall take and subscribe the oath or affirmation required by the State Constitution. A record of each oath shall be filed in the Department of State and with the Clerk of the City. The members of the Authority shall receive no compensation for the performance of their duties hereunder, but each member shall be paid necessary expenses incurred while engaged in the performance of such duties. Service as a member of the Authority by a trustee, director, officer or employee of a health facility shall not, in and of itself, constitute a conflict of interest; 5 however, any member of the Authority who is employed by, or receives income from a health facility under consideration by the Authority shall not vote on any matter related to such facility. Members of the Authority shall comply with the provisions of Section 286.012, Florida Statutes, relating to voting, and with the provisions of Sections 112.311 through 112.3175, Florida Statutes, relating to financial disclosure, in each case as said provisions of State law may be amended from time to time. (d) Organization and Meetings of the Authority. The Authority, at its initial meeting and annually thereafter, shall elect one of its members as Chairman and one as Vice Chairman. Three members of the Authority shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for any action taken by the Authority. No vacancy in the membership of the Authority shall impair the right of a quorum to exercise all the rights and to perform all the duties of the Authority. Any action taken by the Authority under the provisions of this Ordinance may be authorized at any regular or special meeting, and each such resolution shall take effect immediately and need not be published or posted. All meetings of the Authority, as well as records, books, documents and papers shall be open and available to the public in accordance with Section 286.011, Florida Statutes, as the same may be amended from time to time. Section 4. Powers and Duties of the Authority. The purpose of the Authority shall be to assist health facilities in the acquisition, construction, financing and refinancing of projects. For this purpose, the Authority shall have all the powers conferred by State law, including, but not limited to those powers conferred under Chapter 154, Part III, and Chapter 159, Part II, Florida Statutes, all of which provisions of State 9 law are incorporated herein by reference, as the same shall be amended from time to time. These powers shall include, but not be limited to the power: (a) To adopt an official seal and alter the same at its pleasure. (b) To maintain an office at such place or places in the City as it may designate, including space in City Hall. (c) To sue and be sued in its own name and to plead and be impleaded. (d) To make and execute loan agreements, agreements of lease, contracts, deeds, mortgages, notes and other instruments necessary or convenient in the exercise of the powers and functions conferred upon the Authority by this Ordinance or otherwise by law. (e) To sell, lease, exchange, mortgage, transfer or otherwise dispose of, or to grant options for any such purposes with respect to any project, or any real or personal property or interest therein. (f) To pledge or assign any money, rents, charges, fees or other revenues and any proceeds derived from the sale of property, insurance or condemnation awards. (g) To fix, charge, and collect rents, fees and charges for the use of or the financing of any project. (h) To 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 or notes. (i) To employ consulting engineers, architects, surveyors, attorneys, accountants, financial experts and such other employees and agents as may be necessary in its judgment, including employees of the City to the extent approved by the Commission, and to fix their compensation. 0) To acquire existing projects and to reimburse any health facility for the cost of such project in accordance with an agreement between the Authority and the health facility; however, no such reimbursement shall exceed the total cost of the project as determined by the health facility and approved by the Authority. (k) To acquire existing projects and to refund outstanding obligations, mortgages, or advances issued, made or given by a health facility for the cost of any project. (1) To charge to, and equitably apportion among health facilities its administrative costs and expenses incurred in the exercise of the powers and duties conferred by this Ordinance, and to otherwise charge fees and costs in connection with a health facility financing. (m) To mortgage any project and the site thereof for the benefit of the holders of the bonds issued to finance such project. (n) To participate in and to issue bonds for the purpose of establishing and maintaining a self- insurance pool pursuant to Section 627.357, Florida Statutes, as the same may be amended from time to time, on behalf of a health facility or a group of health facilities in order to provide for the payment of judgements, settlements of claims, expenses or loss and damage that arises or is claimed to have arisen from an act or omission of the health facility, its employees or agents in the performance of health care or health care related functions. (o) To issue special obligation revenue bonds for the purpose of establishing and maintaining self insurance pools and to provide reserve funds in connection therewith, which bonds shall be payable from funds available in the pool from time to time or from assessments against participating health facilities for the purpose of providing required contributions to the fund or from such other sources as may be permitted by State law. Such bonds shall be issued in accordance with all other applicable provisions of State law. (p) To keep a record of all its proceedings and be custodian of all books, documents and papers filed with it and of its minute book or journal and official seal. The Authority shall cause copies to be made of all its minutes and other records and documents and shall give certificates under its official seal to the effect that such copies are true copies, and all persons dealing with said Authority may rely upon such Certificates. (q) To make a report to the Commission within the first 90 days of each calendar year, of the Authority's activities for the preceding calendar year. Each report shall set forth a complete operating and financial statement covering its operation during the year. (r) To enter into interlocal agreements with other governmental bodies in connection with the exercise of its powers hereunder, including, but not limited to the issuance of bonds, pursuant to the authorization conferred by Chapter 163, Part I, Florida Statutes, as the same may be amended from time to time. (s) To do all things necessary, as otherwise provided by law, to carry out the purposes of this Ordinance. Section 5. Payment of Expenses. All expenses incurred in carrying out the provisions of this Ordinance shall be payable solely from funds provided under the provisions of this Ordinance, and no liability or obligation shall be incurred by the Authority beyond the extent to which moneys shall have been provided under this Ordinance or otherwise. Section 6. Notes of Authority. The Authority is authorized from time to time to issue its negotiable notes for any corporate purposes and renew from time to time any notes by the issuance of new notes, whether the notes to be renewed have or have not matured, subject however, to any maturity limitations 0 prescribed by State law. The notes may be authorized, sold, executed and delivered in the same manner as bonds. All such notes shall be payable solely from the revenues of the Authority, subject only to contractual rights of the holders of any of its notes or other obligations then outstanding. Section 7. Revenue Bonds. The Authority is authorized from time to time to issue its negotiable revenue bonds for the purpose of paying all or any part of the cost of any project or projects authorized by law, or pursuant to subsections 0) and (k) of Section 4 of this Ordinance for the purpose of paying all or any part of the cost of acquiring existing or completed health facilities projects, or for any other purpose permitted by law. In anticipation of the sale of such revenue bonds, the Authority may issue negotiable bond anticipation notes and may renew the same from time to time, subject however, to any maturity limitations prescribed by State law. Such notes shall be paid from any revenues of the Authority available therefore and not otherwise pledged or from the proceeds of sale of the revenue bonds of the Authority in anticipation of which they were issued. The notes shall be issued in the same manner as the revenue bonds. Such notes and the resolution or resolutions authorizing them may contain any provisions, conditions or limitation which a bond resolution of the Authority may contain. The revenue bonds and notes of every issue shall be payable solely out of revenues provided therefore. Notwithstanding that revenue bonds and notes may be payable from a special fund, they shall be, and be deemed to be, for all purposes, negotiable instruments, subject only to the provisions of the revenue bonds and notes for registration. The revenue bonds may be issued as serial bonds or as term bonds, or the Authority, in its discretion, may issue bonds of both types. The revenue bonds shall be authorized by resolution of the members of the Authority and shall bear such date or dates; mature at such time or times, not exceeding the maximum maturity provided by law; bear interest at such rate or rates; be payable at such time or times; be in such denominations; be in such form, either coupon or registered, or both; carry such registration privileges; be executed in such manner; be payable in lawful money of the United States at such place or places; and be subject to such terms of redemption, including redemption prior to maturity and such other provisions, as such resolution or resolutions may provide. The Authority shall determine the form and manner of execution of the bonds, including any interest coupons to be attached thereto, and shall fix the denomination or denominations of the bonds and the place or places of payment of principal and interest, which may be at any bank or trust company within or without the state. In case any officer whose signature, or a facsimile of whose signature, shall appear on any bonds or coupons shall cease to be such officer before the delivery of such bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until such delivery. The revenue bonds or notes may be sold at public or private sale for such price or prices as the Authority shall determine. Pending preparation of the definitive bonds, the Authority may issue interim receipts or certificates which shall be exchanged for such definitive bonds. Section 8. Refunding Bonds. The Authority is hereby authorized to provide for the issuance of revenue bonds for the purpose of refunding any of its revenue bonds then outstanding or, to the extent permitted by State law, any bonds issued by another public instrumentality which are then outstanding, including the payment of any redemption premium thereon and any interest accrued or to accrue to the earliest or subsequent date of redemption, purchase or maturity of such bonds. 11 The proceeds of any such revenue bonds issued for the purpose of refunding outstanding bonds may, in the discretion of the Authority, be applied to the purchase or retirement at maturity or redemption of such outstanding bonds either on their earliest or any subsequent redemption date, or upon the purchase or at the maturity therof, and may, pending such application, be placed in escrow to be applied to such purchase or retirement at maturity or redemption on such date as may be determined by the Authority. Any such escrowed proceeds, pending such use may be invested and reinvested in direct obligations of the United States, in any obligations of which the principal and interest are unconditionally guaranteed by the United States, in certificates of deposit or time deposits secured by direct obligations of the United States, or in any obligations of which the principal and interest are unconditionally guaranteed by the United States, in any other obligations as may be permitted by law from time to time, maturing at such time or times as shall be appropriate to assure the prompt payment, as to principal, interest and redemption, premium if any, of the outstanding bonds to be so refunded. The interest, income and profits, if any, earned or realized on any such investment may also be applied to the payment of the outstanding bonds to be so refunded. After the terms of the escrow have been fully satisfied and carried out, any balance of such proceeds and interest, income and profits, if any, earned or realized on the investments thereof may be returned to the Authority for use or disposition by it in any lawful manner. All such revenue bonds issued for the purposes of refunding shall be subject to the provisions of this Ordinance in the same manner and to the same extent as other revenue bonds issued pursuant to this Ordinance. 12 Section 9. Security of Bondholders. In the discretion of the Authority, any bonds issued under the provisions of this Ordinance may be secured by a trust agreement by and between the Authority and a corporate trustee, which may be any trust company or bank having the powers of a trust company within or without the state. Such trust agreement or resolution providing for the issuance of such bonds may pledge or assign the fees, rents, charges or proceeds, condemnation awards and other funds and revenues to be received therefor, and may provide for the mortgaging of any project or any part therof as security for repayment of the bonds. Such trust agreement or resolution providing for the issuance of such bonds shall contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including convenants setting forth the duties of the Authority in relation to the acquisition of property and the construction, improvement, maintenance, repair, operation and insurance of the project or projects in connection with which such bonds shall have been authorized; the fees, rents and other charges to be fixed and collected; the sale of any project or part thereof, or other property; the terms and conditions for the issuance of additional bonds; and the custody, safeguarding, and application of all monies. It shall be lawful for any bank or trust company which may act as depositary of the proceeds of bonds, revenues or other money hereunder to furnish such indemnifying bonds or to pledge such securities as may be required by the Authority. Any such trust agreement or resolution shall set forth the rights and remedies of the bondholders and of the trustee and may restrict the individual right of action by bondholders. In addition to the foregoing, any such trust agreement or resolution may contain such other provisions as the Authority may deem reasonable and proper for the security of the bondholders. All expenses incurred in carrying out the provisions of such trust agreement or resolution may 13 be treated as a part of the cost of the project or projects in connection with which bonds are issued or as an expense of administration of such project, as the case may be. Section 10. Payment of Bonds; No Liability of the Authority or the City. Revenue bonds issued under the provisions of this Ordinance shall not be deemed to constitute a debt, liability or obligation of the City of the State or any political subdivision thereof, or a pledge of the faith and credit of the City or the State or any political subdivision thereof, but shall be payable solely form the revenues provided therefor. All such revenue bonds shall contain on the face thereof a statement to the effect that the Authority shall not be obligated to pay the same or the interest thereon except from the revenues of the project or the portion therof for which they are issued and that neither the faith and credit nor the taxing power of the City or of the State or of any political subdivision thereof is pledged to the payment of the principal of or the interest on such bonds. The issuance of revenue bonds under the provisions of this Ordinance shall not directly, indirectly or contingently obligate the City or the State or any political subdivision thereof to levy or to pledge any form of taxation whatever therefore or to make any appropriation for their payment. Section 11. No Liability of Authority Members. Neither the members of the Authority nor any person executing the revenue bonds or notes shall be liable personally on the revenue bonds or notes or be subject to any personal liability or accountability by reason of the issuance thereof. Section 12. Revenues. The Authority is hereby authorized to fix and to collect fees, rents and charges for the services of the Authority in providing the financings or for the use of any project or projects and any part or section thereof as provided by law. The Authority may require that the lessee, 14 owner or operator of any project or part therof shall operate, repair and maintain the project and bear the cost thereof and other costs of the Authority in connection with the project or projects as may be provided in the loan agreement, lease or other contract with the Authority, in addition to other obligations imposed under such agreement or contract. Section 13. Trust Funds. Notwithstanding any other provisions of law to the contrary, all money received pursuant to the provisions of this Ordinance whether as proceeds from the sale of bonds, sale of property, insurance, or condemnation awards, or as revenues, shall be deemed to be trust funds, to be held and applied solely as provided by law. The resolution authorizing the bonds of any issue or trust agreement securing such bonds may provide that any of such moneys be temporarily invested pending the disbursement therof and shall provide that any officer with whom, or any bank or trust company with which, such moneys shall be deposited shall act as trustee of such moneys and shall hold and apply the same for the purposes hereof, subject to such regulations as such resolution or trust agreements may provide. Section 14. Remedies. Any holder of bonds issued by the Authority or of any of the coupons appertaining thereto, and the trustee under any trust agreement, except to the extent the rights herein or by law given, may be restricted by such trust agreement or the resolution authorizing the issuance of such bonds, may, either at law or in equity, by suit, action, mandamus, or other proceeding, protect and enforce any and all rights under the laws of the State or under such trust agreement or resolution authorizing the issuance of such bonds, or under any agreement of lease, loan agreement or other contract executed by the Authority pursuant to this Ordinance, and may enforce and compel the performance of all duties required by law or by such trust agreement or 15 resolution to be performed, including the fixing, charging and collecting of fees, rents and charges. Holders of bonds or any interests therein shall have no remedy or cause of action against the City. Section 15. Validation. Bonds issued by the Authority, to the extent required by law, or otherwise at the option of the Authority, may be validated in the manner prescribed by Chapter 75, Florida Statutes, as the same may be amended from time to time. Section 16. Administrative Procedures. The Authority may adopt administrative guidelines and procedures in connection with the exercise of its powers hereunder which shall become effective upon approval by the Commission. Such guidelines and procedures shall only be amended by the Authority with the approval of the Commission. Section 17. Commission May Abolish Authority. The Commission shall have the power and authority at any time to abolish the Authority by Ordinance; however, the Authority shall not be abolished until all bonded indebtedness incurred pursuant to this Ordinance has been paid. Section 18. Severability. If any section, sentence, clause or phrase of this Ordinance is held to be invalid or unconstitutional by any court of competent jurisdiction, then the holding shall in no way affect the validity of the remaining portions of this Ordinance. Section 19. Inclusion in Code. It is the intention of the Commission that the provisions of this Ordinance shall become and be made a part of the City of South Miami Code; and that the sections of this Ordinance 16 may be renumbered or relettered and the word "Ordinance" may be changed to "section," "article," or such other appropriate word or phrase in order to accomplish such intentions. Section 20. Effective Date. This Ordinance shall take effect immediately at the time of its ssage. PASSED AND ADOPTED this 15th day of August, 1995 ATTEST: CITY CL (SEAL) READ AND APPROVED AS TO FORM: CITY ATTORNEY FirstReading: August 1, 1995 Second Reading: August 15, 1995 MAYOR Neil Carver n C WER r.AYOR YOUNG CO RNISSPOPkR BASS CCi il"'11 i0 ;Elt Cixfu YEA V/�NAY�_ , YEA NAY YUk NAY YEA NAY WAMISS!'JNER CMINiNGHN YEA NAY 17