Loading...
1995 HFA 02-95-02WHEREAS, the City of South Miami Health Facilities Authority (the "Authority ") is created pursuant to the Health Facilities Authorities Law, Part III of Chapter 154 of the Florida Statutes, as amended ( the "Act ") , upon a determination of a need for the Authority by the South Miami City Commission under Section 154.207(1) of the Act; and WHEREAS, pursuant to City of South Miami Ordinance No. 11 -95- 1584 (the "Ordinance "), Chapter 154, Part III and Chapter 159, Part II, Florida Statutes, the Authority is vested with the power to authorize the issuance and sale of bonds, and to take such other actions identified in the title of this resolution, for the purpose of assisting health facilities in the acquisition, construction, financing and refinancing of projects; and, WHEREAS, the Authority is authorized to issue revenue bonds and loan the proceeds thereof to a "health facility," as defined in the Ordinance, for the purposes of financing the "cost" of a "project," as such terms are defined in the Ordinance, and refunding outstanding obligations issued by a health facility to provide funds for the cost of a project; and WHEREAS, South Miami Hospital, Inc., a Florida not - for - profit corporation (the "Borrower ") , is requesting the Authority to assist the Borrower in obtaining funds to be used to (i) prepay all or a portion of its lease obligation which secures the Dade County Health Facilities Authority's $29,740,000 Hospital Revenue Refunding Bonds, Series 1989 (South Miami Hospital Project) (the "Series 1989 Bonds"), (ii) prepay all or a portion of its lease obligation which secures the Dade County Health Facilities E Authority's $42,000,000 Hospital Revenue Bonds, Series 1991A (South Miami Hospital Project) (the "Series 1991 Bonds "), (iii) fund a debt service reserve fund for the benefit of the Bonds if such fund is deemed necessary or desirable by the Borrower and the Authority and (iv) pay certain costs incurred in connection with the issuance of the Bonds and the advance refunding of the Series 1989 Bonds and the Series 1991 Bonds; and WHEREAS, in order to obtain funds for such purposes, the Authority desires to authorize the issuance and sale of not to exceed $80,000,000 in aggregate principal amount, excluding any original issue discount, of its City of South Miami Health Facilities Authority Hospital Revenue Bonds, Series 1995 (Baptist Health Systems Obligated Group) (the "Bonds ") and the loan of the proceeds from the sale of the Bonds to the Borrower, all under and pursuant to the Bond Trust Indenture and the Loan Agreement hereinafter referred to; and WHEREAS, the Authority further desires to authorize the sale of the Bonds by a negotiated sale to an underwriting syndicate or selling group led by Paine Webber Incorporated (collectively, the "Underwriters "), since the Borrower has requested such sale to the Underwriters 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 Borrower, and, WHEREAS, authorizing the issuance and sale of the bonds, as provided for in this resolution, furthers the purpose of Ordinance No. 11 -95 -15840 3 NOW, THEREFORE, Be It Resolved by the City of South Miami Health Facilities Authority as follows: Section 1. Findings. The Authority hereby finds and determines that: (1) The Borrower is a "health facility" within the meaning of Section 2(f) of the Ordinance. (2) Pursuant to Section 4" of the Ordinance, the Authority is authorized and empowered to enter into the Loan Agreement hereinafter referred to. (3) The prepayment of the Borrower's lease obligations which secure the Series 1989 Bonds and the Series 1991 Bonds through the issuance of the Bonds by the Authority will serve a valid public purpose by advancing the commerce, welfare and prosperity of South Miami, Florida and its people. (4) Pursuant to Section 218.385 of the Florida Statutes, as amended, the sale of the Bonds to the Underwriters on the basis of a negotiated sale rather than a public sale by competitive bid is in the best interests of the Authority and the Borrower; and the Authority hereby further finds and determines that the following reasons necessitate such sale of the Bonds to the Underwriters through a negotiated sale: (a) Bonds issued by public bodies for the benefit of not - for - profit hospital corporations ( "Hospital Bonds ") generally involve specialized situations and transactions which need detailed analysis, structuring and explanation throughout the course of the issue by sophisticated financial advisors, underwriters, investment bankers and similar parties, such as the Underwriters, experienced in the structuring of issues of Hospital Bonds (hereinafter referred to collectively as "Health -care Underwriters" and individually as a "Health- care Underwriter ") , much of which would not generally be available on a timely basis from the ultimate underwriter 13 of Hospital Bonds issued pursuant to a public competitive sale. (b) Hospital 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 hospital corporation 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 Underwriter in preparing necessary offering memoranda, official statements and related information is desirable from the standpoint of the hospital corporation involved in the issue and from the standpoint of the public body issuing the Hospital Bonds in insuring full and accurate disclosure of all relevant information. (c) For the foregoing and related reasons, most of the Hospital Bonds heretofore issued throughout the United States have involved participation throughout the structuring and offering process of Health -care Underwriters who have purchased or arranged for the purchase of the Hospital 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 Hospital Bonds sold on a negotiated basis than to one sold by competitive public sale. (d) Consequently, the presence of the Underwriters throughout the structuring of the Bond issue is desirable in attempting to obtain the most attractive financing for the Authority and the Borrower. Section 2. Authorization of Bonds. The Authority shall prepay the Borrower's lease obligations which secure the Series 1989 Bonds and the Series 1991 Bonds and pay certain related expenses, including fiscal, legal and other incidental costs and charges, bond insurance premium and other fees and expenses associated with credit support and the funding of a debt service reserve fund, and in order to accomplish the same, there is hereby authorized the issuance of not to exceed $80,000,000 in aggregate principal amount of the City of South Miami Health Facilities Authority Hospital Revenue Bonds, Series 1995 (Baptist Health Systems Obligated Group) (the "Bonds ") of the Authority. The Bonds 0 and the premium, if any, and interest thereon shall not_ be deemed to constitute a debt, liability or obligation of the City of South Miami, Florida or of the State of Florida or of any political subdivision thereof, but shall be payable solely from the revenues provided therefor, and neither the faith and credit nor any taxing power of the City of South Miami, Florida 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. The Bonds shall: (i) be issued in an aggregate principal amount, excluding any original issue discount, not exceeding $80,000,000; (ii) be issued in fully registered form in such denominations as provided in the Bond Trust Indenture hereinafter referred to, (iii) bear interest at fixed rates not exceeding an average annual rate of 7.00 %. (iv) mature no later than 30 years from the date of issuance; and (v) be dated as provided in the Bond Trust Indenture. The exact principal amount of the Bonds, the interest rates thereon and the final maturity dates thereof shall be fixed, within the foregoing limits, and the optional and mandatory redemption provisions thereof shall be fixed as provided in the Bond Trust Indenture hereinafter referred to and as approved by the Chair or Vice Chair of the Authority executing the same, with such execution 2 to constitute conclusive evidence of such officer's approval and the Authority's approval of the final terms of the Bonds. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of its Chair or Vice Chair and shall have impressed or printed by facsimile thereon the corporate seal of the Authority attested with the manual or facsimile signature of a Member of the Authority designated for such purpose as provided in Section 4 hereof. In other respects the Bonds shall be in the forms, shall bear interest, shall be executed and authenticated, shall be subject to replacement and shall be delivered as provided in the Bond Trust Indenture hereinafter referred to and set out as Exhibit B attached hereto. Section 3. Authorization of Sale; Authorization of Execution and Delivery of Bond Purchase Agreement, The Authority does hereby authorize the sale of the Bonds to the Underwriters; provided, however, that the Bonds shall be sold with terms within the limits set forth in Section 2 hereof and that the total compensation paid to the Underwriters, including any underwriting discount, shall not exceed an amount equal to 2% of the aggregate principal amount of the Bonds. The Authority does hereby authorize and approve the execution and delivery on behalf of the Authority by its Chair or Vice Chair of the Bond Purchase Agreement to be dated the date of the sale of Bonds (the "Bond Purchase Agreement ") among the Authority, the Borrower and Paine Webber Incorporated, acting on behalf of itself and the other Underwriters to be named therein. The Bond Purchase Agreement shall be in substantially the form Fi thereof attached hereto and marked "Exhibit A" and hereby approved, with such changes therein as shall be approved by the Chair or Vice Chair 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 form of Bond Purchase Agreement attached hereto. The award of the sale of the Bonds to the Underwriters is expressly conditioned upon the receipt by the Authority of a disclosure statement of the Underwriters prepared in accordance with Section 218.385 of the Florida Statutes, as amended, which receipt shall be evidenced by the Authority's execution and delivery of the Bond Purchase Agreement. I The Bond Purchase Agreement shall contain a "Truth -in- Bonding Statement" in conformance with the requirements of Section 218.385 of the Florida Statutes, as amended. Section 4 Designation of Attesting Member. or, in the case of such Member's absence or inability to act, ' both Members of the Authority (the "Designated Members "), are hereby designated and authorized on behalf of the Authority to attest to the seal of the Authority and to the signature of the Chair or Vice Chair of the Authority as they appear on the Bonds, the- Bond Trust Indenture and the Loan Agreement, each as hereinafter referred to, 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 of the proceeds thereof. M Section 5. Authorization of Execution and Delivery of Bond Trust Indenture. The Authority does hereby authorize and approve the execution by the Chair or Vice Chair and either of the Desig- nated Members of the Authority and the delivery of a Bond Trust Indenture (the "Bond Indenture ") between the Authority and First Union National Bank of Florida, as trustee (the "Bond Trustee'$ providing for the issuance thereunder of the Bonds and setting forth the terms and provisions applicable to the Bonds, including a description of the underlying security for the Bonds and expressing the contract between the Authority and the holders thereof. The Bond Indenture shall be in substantially the form thereof attached hereto and marked "Exhibit B" and hereby approved, with such changes therein as shall be approved by the Chair or Vice Chair 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 form of Bond Indenture attached hereto. Section 6. Authorization of Execution and Delivery of Loan Agreement. The Authority does hereby authorize and approve the execution by the Chair or Vice Chair and either of the Designated Members of the Authority and the delivery of a Loan Agreement (the "Loan Agreement ") between the Authority and the Borrower, providing for the loan of the proceeds of the Bonds to the Borrower. The Loan Agreement shall be in substantially the form thereof attached hereto and marked "Exhibit C" and hereby approved, with such changes therein as shall be approved by the Chair or Vice Chair executing the same, with such execution to constitute conclusive E evidence of such officer's approval and the Authority's approval of any changes therein from the form of Loan Agreement attached hereto. Section 7. Approval of Fourth Supplemental Master Trust Indenture and the Series 1995C Obligation. The loan of Bond proceeds to the Borrower will be evidenced by the Direct Note Obligations, Series 1995C (the "Series 1995C Obligations ") of the Borrower payable to the Trustee in a principal amount equal to the aggregate principal amount of Bonds to be issued under the Fourth Supplemental Master Trust Indenture (the "Fourth Supplemental Master Indenture ") among the Borrower, Baptist Health Systems of South Florida, Inc., a Florida not - for - profit corporation, Baptist Hospital of Miami, Inc., a Florida not - for - profit corporation, South Miami Health System, Inc., a Florida not - for - profit corporation, and Homestead Hospital, Inc., a Florida not - for - profit corporation, (collectively, the "Obligated Group ") and First Union National Bank of Florida, as trustee (the "Master Trustee "), which supplements and amends the Master Trust Indenture dated as of March 1, 1993, as previously supplemented and amended, among the Obligated Group and the Master Trustee. The Authority hereby approves the execution by the Obligated Group and the Master Trustee of the Fourth Supplemental Master Indenture (including the form of the 1995C Obligations as set forth therein), which shall be in substantially the forms thereof attached hereto and marked "Exhibit D" and hereby approved, with such changes therein as shall be approved by the Chair or Vice Chair executing the Loan Agreement, with such execution to constitute conclusive evidence of 10 such officer's approval and the Authority's approval of any changes therein from the form of Fourth Supplemental Master Indenture attached hereto. Section 8. Authorization of Execution and Delivery of Escrow Deposit Agreement. The Authority does hereby authorize and approve the execution by the Chair or Vice Chair of the Authority and the delivery of an escrow deposit agreement, which may take the form of a supplement to the existing Trust Indenture pursuant to which the Series 1989 Bonds and the Series 1991 Bonds were issued (the "Escrow Agreement ") , establishing a fund thereunder for the advance refunding of all or a portion of the Series 1989 Bonds and the Series 1991 Bonds. The Escrow Agreement shall be in such form as is approved by the Chair or Vice Chair executing the Loan Agreement, with such execution to constitute conclusive evidence of such officer's approval and the Authority's approval of the form of Escrow Agreement. Section 9. Authorization of Execution and Delivery of Tax Exemption Agreement, The Authority does hereby authorize and approve the execution by the Chair or Vice Chair of the Authority and the delivery of a Tax Exemption Agreement and Certificate to be dated the date of the issuance and delivery of the Bonds (the "Tax Exemption Agreement ") among the Authority, the Bond Trustee and the Borrower establishing a Rebate Fund thereunder in order to provide for certain payments to the United States as required by applicable Treasury Regulations. The Tax Exemption Agreement shall be in such form as is approved by the Chair or Vice Chair executing the same, with such execution to constitute conclusive evidence of such 11 officer's approval and the Authority's approval of the form of Tax Exemption Agreement. Section 10. Authorization of Preliminary Official Statement and Official Statement. The Authority hereby authorizes the use and distribution by the Underwriters of a Preliminary Official Statement of the Authority and the Obligated Group (the "Prelimi- nary Official Statement "), in substantially the form thereof attached hereto and marked "Exhibit E," in connection with the offering of the Bonds. The Chair or Vice Chair of the Authority is hereby authorized and empowered, for and on behalf of the Authority, to execute and deliver a final Official Statement of the Authority and the Obligated Group relating to the Bonds in substantially the form of the Preliminary Official Statement, but with such changes therein as may be necessary to reflect the sale of the Bonds on the terms hereby authorized and with such further changes therein as the Chair or Vice Chair shall deem necessary or desirable as conclusively evidenced by such officer's execution thereof. Section 11. Approval of Credit Support. In order to provide credit support for the Bonds, MBIA Insurance Corporation (the "Bond Insurer ") will issue a financial guaranty insurance policy insuring the payment of the principal of and interest on the Bonds. The Authority hereby approves the Bond Insurer as the provider of such credit support. Section 12. Authentication and Delivery of Bonds. Upon the execution of the Bonds in accordance with the provisions of the Bond Indenture, the Chair or Vice Chair of the Authority shall 12 deposit the same with the Bond Trustee for authentication and delivery to the Underwriters. The Bond Trustee is hereby requested to authenticate and deliver the Bonds in accordance with the Bond Indenture. The Chair or Vice Chair shall receive and receipt for the proceeds of the sale of the Bonds on behalf of the Authority and shall deposit said proceeds with the Bond Trustee to be applied in the manner set forth in the Bond Indenture. Section 13. Securities Laws. The Authority does hereby authorize its Members, officials and officers to take or cause to be taken all action deemed necessary or advisable in order to comply with the requirements of the securities or "Blue Sky" laws of any jurisdiction in connection with the offering and sale of the Bonds. Section 14. Bond Validation. Pursuant to Section 75.05(3), Chapter 75, Florida Statutes, as amended, the Authority hereby elects not to validate the issuance of the Bonds. Section 15. Further Acts. The Chair or Vice Chair and either of the Designated Members shall sign all necessary documents on behalf of the Authority to comply with the requirements of the Bond Indenture and the Bond Purchase Agreement and shall furnish the Borrower and the Underwriters with such further assurances as they may reasonably require of the Authority in connection with the issuance and sale of the Bonds. Section 16. Ratification of Acts. All of the things and doings of the Members, officials, officers, agents and employees of the Authority which are in conformity with the intent and purposes 13 of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. Section 17. Severabilitv. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the reminder 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 18. 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 5th day of October, 1995. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM: CITY ATTORNEY EGG \cem \977400.res October 5, 1995 14 CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY Chair