2013 HFA 02-13-09RESOLUTION NO. HFA 02 -1 3 -09
A RESOLUTION OF THE CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY
(THE "AUTHORITY ") AUTHORIZING THE EXECUTION OF A CLOSING AGREEMENT
ON FINAL DETERMINATION COVERING SPECIFIC MATTERS AMONG THE
AUTHORITY, BAPTIST HEALTH SOUTH FLORIDA, INC., AS REPRESENTATIVE OF
THE BAPTIST HEALTH SOUTH FLORIDA OBLIGATED GROUP, AND THE
COMMISSIONER OF THE INTERNAL REVENUE AND THE TAKING OF OTHER
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 Commission under Section 154.207(1) of the Act; and
WHEREAS, pursuant to City of South Miami Ordinance No. I1 -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 various other
actions for the purpose of assisting health facilities in the acquisition, construction, renovating,
rehabilitating, furnishing, equipping, 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 its bonds, bonds issued
under Chapter 159, Part II, Florida Statutes and outstanding obligations or advances issued, made
or given by or on behalf of a health facility to provide funds for the cost of a project; and
WHEREAS, the Authority previously issued its $800,000,000 aggregate principal
amount City of South Miami Health Facilities Authority (Florida) Hospital Revenue Bonds,
Series 2007 (Baptist Health South Florida Obligated Group) (the "Bonds ") for the benefit of
Baptist Health South Florida, Inc., a Florida not for profit corporation ( "BHSF "), and certain of
its affiliates (together with BHSF, the "Borrowers "); and
WHEREAS, the Internal Revenue Service (the "Service) selected the Bonds for a routine
examination to determine compliance with the arbitrage requirements of the Internal Revenue
Code; and
WHEREAS, the Borrowers and the Service desire to resolve the issue(s) raised during the
examination of the Bonds by entering into a Closing Agreement On Final Determination
Covering Specific Matters (the "Agreement ") and the Authority, as the issuer of the Bonds, is a
necessary party to the Agreement; and
WHEREAS, a copy of the final Agreement, prepared and approved by the Service, is
attached hereto as Exhibit A; and
BOO- 18949v7
Res. No. HFA 02 -13 -09
6.
0
WHEREAS, the Authority wishes to approve the Agreement and to designate certain
individuals to act on its behalf in these regards and to execute and deliver the Agreement and
take any other required actions in connection therewith;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF SOUTH MIAMI
HEALTH FACILITIES AUTHORITY as follows:
Section 1. Findings.
The Authority hereby approves the form of the Agreement attached hereto as Exhibit A
and finds and determines that it is proper to delegate to either its Chair or Vice Chair the power
to execute and deliver, in the name of, for and on behalf of, the Authority, the Agreement and to
otherwise act on the Authority's behalf in connection with the Agreement.
Section 2. Authorization.
The Authority hereby delegates to its Chair or Vice Chair the power to execute and
deliver, in the name of, for and on behalf of the Authority, the Agreement in substantially the
form attached hereto as Exhibit A with such changes therein as are requested by BHSF and
approved by the Chair or Vice Chair executing the Agreement (with such execution to
constitute conclusive evidence of the Chair's or Vice Chair's and this Authority's approval of
such changes), and to otherwise act on behalf of the Authority in connection with the
Agreement.
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 Agreement as they deem necessary and appropriate and
consistent with the intent and purposes of this Resolution.
Section 4.
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 of this Resolution, whether
heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.
Section 5. 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 6. 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.
B01- 189490 2
Res. No.
k
HFA 02 -13 -09
&,
PASSED AND ADOPTED this 8t" day of August, 2013,
B0I- I8949v7 3
41:
AUTHORITY VOTE:
Chair: Beckman
Vice Chair: Philips
Member: Acker
Member:
Member:
3 -0
Yea
Yea
Yea
(4d
3
Internal Revenue Service
Tax Exempt and Government Entities Division
". City of South Miami Health Facilities Authority
Attn: The Honorable, Philip K. Stoddard, Mayor
c/o Office of the City Manager
- 6130 Sunset Drive
South Miami, Florida 33143
Department of the Treasury
Contact Name,
Sharon R. Gatlin
Employee ID:
1000335505
Contact Telephone Number,
601/2924715
Contact Address:
Internal Revenue Service
SE:T:GE:TEB :F: 7226
100 W. Capitol Street, Stop 29
Jackson, MS 39269
EIN.
6&0641181
Datie:
July 19, 2013
RE*, Closing Agreement and Consent covering $800,000,000 City of South Miami
Health Facilities Authority Hospital Revenue Bonds, Series 2007-(Baptist Health South
Florida Obligated Group) CUS1P # 838810BY4, issued May 16, 2007
Dear Sir:
With respect to the bonds referenced above; enclosed for execution are four copies of
the closing agreement that finally and conclusively resolves under section 7121 of the
Internal Revenue Code the violation identified therein. Each party to the agreement
must sign and date each copy of the agreement_ The payment required under the
agreement is to be electronically transferred utilizing the Electronic Federal Tax
Payment System in accordance with Exhibit A of the agreement.
Also enclosed for your execution are four copies of the Consent to Disclose Tax
Information. Please ensure that you complete the execution section at the bottom of
the consent, and insert the date in the first paragraph.
Please
submit all signed original copies
of the
closing
agreement and consent no later
than 30
days from the date of this letter
to the
address
below:
Internal Revenue Service (TE /GE)
Acting Director, Tax Exempt Bonds
1122 Town & Country Commons
Chesterfield, MO 63017
Attn: Steven A. Chamberlin
Upon receipt of the partially executed closing agreements and consents, and
verification of payment, the agreements will be signed by the TEB Director and we will
return two fully executed original copies of the agreement and consent to you.
a;
Page 2
Thank you again for your cooperation in this matter, If you have any questions, please
call me at.the number listed above:
Enclosures,
Closing Agreement (4)
Consent to Disclose Tax Information (4)
cc: Valerie Pearsal [Roberts, Esq.
"uia nc `scr, czq.
Sincerely,
Sharon R. Gatlin
Internal Revenue Agent„ Tax Exempt Bonds
4
tk
CLOSING AGREEMENT ON FINAL DETERMINATION
COVERING SPECIFIC MATTERS
Exhibit A
Under section 7121 of the Internal Revenue Code of 19861 as amended (the "Code "),
City of South Miami Health Facilities Authority (Florida), EIN 65- 0641181, (the "Issuer'),
Baptist Health South Florida, Inc., EIN 65-02676681 as Representative ;ofthe. Baptist
Health South Florida Obligated Group, (the `Borrower"), and the Commiss!6ner of
Internal Revenue (the "Service "), make this closing agreement (the "Agreement'),
WHEREAS, the parties have determined the following facts and made the following
legal conclusions and representations.
A. This Agreement
'is in settlement of issues raised In an examination of the
$800,0001000 City pf South Miami Health Facilities Authority (Florida) Hospital
Revenue Bonds; Series 2007 (Baptist Health South Florida Obligated Group)
(the "Bonds "), dated end issued on May 16, 2007.
B. The Service has conducted an examination of the Bonds and preliminarily
concluded that a, portion of the Bonds fall to meet the requirements of section
103 of the Code because a portion of the Bonds have overburdened the tax-
exempt market under the provisions of Treasury Regulation section 1.148-
10(x)(4) and are arbitrage bonds since the special yield restrictions of section
1.148A O(b)(1)(i) have been exceeded
C. The Service has not formally asserted any claims against the Issuer, or sought to
tax any holders of the Bonds on interest income on the Bonds;
D. The Issuer, the Borrower and the Service desire to resolve thaissue(s) raised
during the examination of the Bonds and identified in Paragraph B.
E. The terms of this Agreement were arrived at by negotiation between the Issuer,
the Borrower and the Service, and may differ from the terms of settlement of
other bond issues examined or to be examined by the Service.
F. By entering into this Agreement, the Issuer and the Borrower are not admitting a
violation of any of the issues identified in Paragraph B.
NOW, IT IS HEREBY DETERMINED AND AGREED PURSUANT TO THIS CLOSING
AGREEMENT EXECUTED BY THE PARTIES HERETO UNDER CODE SECTION
7121, THAT FOR FEDERAL INCOME TAX PURPOSES,
1. Prior to the execution and delivery of this Agreement, the Issuer shall cause to
be electronically paid by the Borrower the sutra of $597,751.00 (Five- Hundred
Ninety - Seven Thousand, Seven Hundred Fifty -One Dollars and Zero Cents) (the
"Settlement Amount") to the Service via the Electronic Federal Tax Payment
System and in accordance with the directions contained in Exhibit A of this
Agreement. Payment of the Settlement Amount shall not be made from
proceeds of bonds described in section 103(a) of the Code.
Page 1 of 4
CLOSING AGREEMENT between the City of South Miami Health Facilities Authority (Florida) (EIN`65-
0641151, the Issuer, Baptist Health South Florida, Inc. (E1N 65- 0267668), as Representative of the Baptist
Health South Florida Obligated Group, the Borrower, and the Commissioner of Internal Revenue.
2. The Settlement Amount is not refundable, or subject to credit or offset under any
circumstance.
3. The Settlement Amount described in Paragraph 1 of this Agreement shall -not be
deductible for federal income tax purposes
4 This Agreement is executed' with respect to the taxability of interest paid on the
Bonds.
5. In paid on the Bonds from May 16 2007, to the date the iBonds are
redeemed, retired or reissued is excludable from gross income under section
140 of the Code, unless a violation occurs pursuant to Paragraph 6 of this
agreement, upon which the Service may take any appropriate action with respect
to the taxability of interest paid on the Bonds:
6, The Service may take .any appropriate action with ;respect to the taxability of
interest paid on the Bonds for any violation occurring after the date of this
Agreement, with the exception of the violation of the issues described in
paragraph B of this Agreerent;
7, too income shall be recognized by any Bondholder as a result of this Agreement
or any payments made pursuant to this Agreement, and no bonds are required
to be redeemed or defeased prior to their stated maturity pursuant to this
Agreement.
8. This Agreement may not be cited or relied upon by any person or entity
whatsoever as precedent in the disposition of any other case:
9 This Agreement is final and conclusive, except that:
a) The matter it relates to may be reopened in the event of fraud,
malfeasance; or misrepresentation of a material fact;
b) It is subject to sections of the Code that expressly provide that effect be
given to their provisions (including any stated exceptions for section
7122) notwithstanding any other law or rule of law; and
c) If it relates to a tax period ending after the effective date of this
agreement, it is subject to any law enacted after the Agreement date that
applies to that tax period.
Page 2 of 4
61
Z
CLOSING AGREEMENT between the City of South Miami Health Facilities Authority (Florida) (EIN 65-
0641181, the Issuer; Baptist Health South Florida, Inc. (EIN 65- 0267668), as Representative of the Baptist
Health South Florida Obligated Group, the Borrower; and the Commissioner of Internal Revenue.
By signing, the above parties certify that they have read and agreed to the terms of this
Agreement.
ISSUER:
EIN:
BY:
EIN:
BY:
City of South Miami Health Facilities Authority (Florida)
YVOAJ , (er'k �
NAME (PLEASE PRINT)
C(tv
TITLE /
Baptist
Health
South
Florida,
Inc., as Representative of the
Baptist
Health
South
Florida
Obligated Group
ato sze?
NAME (PLEASE PRINT)
TITLE
N,
zo/ 3
COMMISSIONER OF INTERNAL
I 00YA
SI
el LFO
STEVEN A. CHAMBERLIN
ACTING DIRECTOR, TAX EXEMPT BONDS
NAME AND TI
DATE
Page 3 of 4
CLOSING AGREEMENT between the City of South Miami Health Facilities Authority (Florida) (EIN 65-
0641181, the Issuer; Baptist Health South Florida, Inc. (EIN 65- 0267668), as Representative of the Baptist
Health South Florida Obligated Group, the Borrower; and the Commissioner of Internal Revenue.
Exhibit A
Taxpayer Information Worksheet for
Electronic Federal Tax Payment System Deposit
This Agreement requires the electronic deposit of an amount to the U.S. Treasury
through the Electronic Federal Tax Payment System (EFTPS) as a term for resolution of
certain identified matters related to the tax - exempt treatment of interest income paid on
a municipal obligation. This payment must be deposited in accordance with the
directions contained in this Exhibit.
Please carefully review the taxpayer information listed below and immediately report any
errors to the IRS Tax Exempt Bonds employee assigned to your case. If, to the best of
your knowledge, the information is correct, then please deposit all required payments
through the EFTPS (either EFTPS — Direct or EFTPS — Through a Financial Institution)
accurately and in accordance with this information and the terms of this Agreement.
1. Total Amount of Tax Deposit: $597,751.00
2. Taxpayer's Employee Identification Number (EIN): 65 -0641181
3, Taxpayer Name Control (4 characters): CITY
4. Taxpayer Name (up to 35 characters): City of South Miami Health Faciliti
5. Tax Type (5 characters): 80384
6, Tax Year (2 digits): 07
7, Tax Month (2 digits): 05
Your financial institution may call the EFTPS Financial Institution Helpline for questions
or assistance at 1- 800 - 605-9876 (Monday — Friday, 8:00 a.m. — 8:00 p.m., Eastern
Standard Time),
NOTE: If you are not enrolled in EFTPS — Direct or EFTPS — Through a Financial
Institution, or otherwise wish to use the Same Day Payment option, then please provide
your financial institution with the information listed above and direct them to accurately
deposit your payments utilizing the following routing and account numbers:
Routing Number (RTN): 091036164 FRB MPLS ETA
Receiving Fl Name: US TREAS SINGLE TX
Beneficiary:
650641181: CITY: CITYOFSOUTHMIAMIHEALTHFACILITIESAUT :80384 :07:05
Beneficiary Name: City of South Miami Health Facilities Authority
Beneficiary FI: 20092900IRS
If the financial institution has difficulty transmitting the EFTPS same -day payment,
please call 1- 800 - 382 -0045 (Monday — Friday, 7:45 a.m. — 4:30 p.m. Central Standard
Time) to receive assistance from a Customer Service Representative at the Minneapolis
Federal Reserve Bank.
Page 4 of 4
6.
61
CONSENT TO DISCLOSE TAX INFORMATION
I hereby consent, pursuant to section 6103(c) of the Internal Revenue Code of 1986 (as
amended), to the disclosure of return information (as defined in section 6103(b)(2) )
relating to the Closing Agreement (Agreement) between City of South Miami Health
Facilities Authority (Florida) (Taxpayer) and the Commissioner of Internal Revenue,
executed by the Taxpayer on Ld 13 , as follows:
The Internal Revenue Service may disclose the existence and subject
matter of the Agreement under the following circumstances:
a. In the event of a default by Taxpayer on any term in the
Agreement; or
b. To the extent that the Internal Revenue Service deems necessary
to correct any material misstatement with respect to the Agreement
in response to a public statement by Taxpayer, or an agent of
Taxpayer.
Such disclosure may be made to Members of Congress, the press, and the
general public, and may be made by any means, including press releases
and notices in Internal Revenue Service publications.
This authorization is applicable only to the taxability under section 103 of the Internal
Revenue Code of interest paid on $800,000,000 City of South Miami Health Facilities
Authority (Florida) Hospital Revenue Bonds, Series 2007 (Baptist Health South Florida
Obligated Group) from May 16, 2007 to the stated maturity thereof. I am aware that in
the absence of this authorization, the returns and return information of City of South
Miami Health Facilities Authority (Florida) are confidential and may not be disclosed
except as authorized by the Internal Revenue Code.
I certify that I have the authority to execute this consent on behalf of Taxpayer.
Taxpayer Name:
Taxpayer TIN:
Taxpayer Address:
By:
Title.
Signature:
Date:
City of South Miami Health Facilities Authority (Florida)
65- 0641181
6130 Sunset Drive, South Miami, Florida 33143 -5040
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MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami -Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI -DADE:
Before the undersigned authority personally appeared
MARIA MESA, who on oath says that he or she is the
LEGAL CLERK, Legal, Notices.of the Miami Daily Business
Review f /k/a Miami Review, .a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami -Dade
County, Florida; that the attached copy of advertisement,,
being a Legal Advertisement of Notice in the matter of
CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY'
MEETING - AUGUST;8, 2013
in the XXXX Court,
was published in said newspaper in the issues of
07/26/2013
Affiant further says that the. said Miami Daily business
Review is a newspaper, published at Miami in said Miami -Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami -Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter, at the post
office in Miami in said Miami -Dade County, Florida, fora
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebs)te,-etat»r�s" loh, or refund for the purpose
of see uri i digMsemen} for publication in the said
before me this
26 day of JUL' p A.D. 2013
(SEAL) f/ f `
MARIA MESA personally known to me
MERCEDES ZALDIVAR