2012 HFA 03-12-06RESOLUTIONNO. HFA 03 -12 -6
A RESOLUTION OF THE CITY OF SOUTH MIAMI HEALTH FACILITIES
AUTHORITY (THE "AUTHORITY ") AUTHORIZING THE EXECUTION OF
VARIOUS INTERNAL REVENUE SERVICE FORMS AND THE TAKING OF
VARIOUS ACTIONS REGARDING CERTAIN BONDS PREVIOUSLY
ISSUED BY THE AUTHORITY.
WHEREAS, the City of South Miami Health Facilities Authority (the "Authority") was
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 Cormnission 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
WHEREAS, the Authority previously issued City of South Miami Health Facilities
Authority Hospital Revenue Bonds, Series 2007 (Baptist Health South Florida Obligated Group)
(the `Bonds ") in the aggregate principal amount of $800,000,000 for the benefit of Baptist
Health South Florida, Inc., a Florida not for profit corporation (`BHSF "), and certain of its
affiliates (together with BHSF referred to as the `Borrowers "); and
WHEREAS, the Authority has been advised by the Internal Revenue Service (the
"Service ") that the Bonds have been selected by the Service for a routine examination to
determine compliance with the arbitrage requirements of the Internal Revenue Code (the
"Examination"); and
WHEREAS, the Service requires that the Authority execute various forms authorizing
individuals to act as the Authority's representatives in communicating with the Service in
connection with the Examination (IRS Form 2848, a copy of which is attached hereto as Exhibit
A) and to inspect or review confidential information on the Authority's behalf in connection with
the Examination (IRS Form 8821, a copy of which is attached hereto as Exhibit B); and
WHEREAS, the Authority wishes to designate certain individuals to act on its behalf in
these regards and to execute and deliver such IRS Fonns;
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 it is proper to delegate to either its Chair
or Vice Chair the power to communicate with the Service on behalf of the Authority in
connection with the Examination, and to inspect or review confidential infonnation on behalf of
the Authority in connection with the Examination and the power to execute and deliver, in the
name of, for and on behalf of, the Authority, the above - referenced IRS Forms appointing
counsel for the Authority and employees of and counsel for any of the Borrowers and BHSF to
Res, No, HFA 03 -12 -6
so communicate with the Service on the Authority's behalf in connection with the Examination
and to inspect and review confidential information on behalf of the Authority in connection with
the Examination.
Section 2. Authorization.
The Authority hereby delegates to its Chair or Vice Chair the power to communicate with
the Service on behalf of the Authority in connection with the Examination and to inspect and
review confidential information on behalf of the Authority in connection with the Examination
and the power to execute and deliver, in the name of, for and on behalf of the Authority, the
above - referenced IRS Forms appointing counsel for the Authority and employees of and
counsel for any of the Borrowers and BHSF to communicate with the Service on the
Authority's behalf in connection with the Examination and to inspect and review confidential
information on behalf of the Authority in connection with the Examination.
Section 3. Further Acts.
The Chair or Vice Chair may sign and deliver all such additional documents on behalf of
the Authority in connection with the examination as they deem necessary and appropriate and
consistent with the intent and purposes of this Resolution.
Section 4. Severability.
If any section, paragraph, clause or provision of this Resolution shall be held to be invalid
or ineffective for any reason, the remainder 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 5. Effective Date; Conflicting Previous Resolutions Superseded.
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.
PASSED AND ADOPTED this 18th day of January, 2012.
Member Acker:
Member Kline:
Member Beckman:
2
absent