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Res No 225-17-15025RESOLUTION No. 225-17-15025 A Resolution of the Mayor and City Commission of the City of South Miami, Florida approving the issuance by the City of South Miami Health Facilities Authority (the "Authority") of its Refunding Revenue Bonds, in an aggregate principal amount not to exceed $950,000,000. WHEREAS, the City of South Miami Health Facilities Authority (the "Authority") has been created by the Mayor and City Commission of the City of South Miami, Florida (the "City Commission") pursuant to the Health Facilities Authorities Law, Part III of Chapter 154 of the Florida Statutes, as amended (the "Act"). The Authority is authorized under the Act, and particularly Section 154.247 thereof, to issue revenue bonds for the purpose of financing projects located outside the geographical limits of the Authority or outside the state of Florida if the Authority finds that there will be a benefit or a cost savings to a health facility located within its jurisdiction; and WHEREAS, Baptist Health South Florida, Inc. ("BHSF"), a Florida not-for-profit corporation, is the parent and controlling entity of South Miami Hospital, Inc. ("South Miami Hospital"), a Florida not-for-profit corporation, which is a health facility as defined by Chapter 154 and is located within the Authority's jurisdiction. BHSF and South Miami Hospital have requested the Authority to issue Refunding Revenue Bonds (Baptist Health South Florida Obligated Group) in an aggregate principal amount not to exceed $950,000,000 (the "Bonds") that will finance or refinance projects for such health facility, and/or for another not-for-profit corporation under common control with such health facility; and WHEREAS, the following entities are under common control with BHSF and/or South Miami Hospital: 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"), West Kendall Baptist Hospital, Inc. ("West Kendall Hospital"), Fishermen's Health, Inc. ("Fishermen's"), Bethesda Health, Inc. ("BHI"), Bethesda Hospital, Inc. ("Bethesda Hospital"), Bethesda Health Outpatient Services, Inc. ("BHOS"), Bethesda Health Comprehensive Imaging Services, Inc. ("BHCI"), and Bethesda Payroll Services, Inc. ("Payroll" and, together with BHSF, Baptist Hospital, BOS, Doctors Hospital, Homestead Hospital, Mariners Hospital, South Miami Hospital, Fishermen's, BHI, Bethesda Hospital, BHOS and BHCI, the "Borrowers"); and WHEREAS, the proceeds of the Bonds will be used to (A) payor reimburse BHSF, South Miami Hospital, Baptist Hospital, BOS, Doctors Hospital, Homestead Hospital, Mariners Hospital, West Kendall Hospital, Fishermen'S, BHI, Bethesda Hospital, BHOS, BHCI, and Payroll for, or refinance any indebtedness incurred to pay, the costs of acquiring, constructing, expanding, renovating, rehabilitating and equipping certain healthcare facilities and all necessary, attendant or related facilities, equipment, site work and utilities thereto; (B) refund all or a portion of the outstanding portion of the (1) $800,000,000 original aggregate principal amount City of South Miami Health Facilities Authority Hospital Revenue Bonds, Series 2007 (Baptist Health South Florida Obligated Group) (the "Series 2007 Bonds"), (2) $130,000,000 original aggregate principal amount Palm Beach County Health Facilities Authority Health Facilities Res. No. 225-17-15025 Revenue Bonds (Bethesda Healthcare System, Inc. Project) Series 2010A (the "Series 2010A Bonds") and (3) $85,000,000 original aggregate principal amount Palm Beach County Health Facilities Authority Health Facilities Revenue Bonds (Bethesda Healthcare System, Inc. Project) Series 2010B (the "Series 2010B Bonds" and, together with the Series 2010A Bonds and the Series 2007 Bonds, the "Prior Bonds"); (C) fund a debt service reserve fund for the benefit of the Bonds, if deemed necessary or desirable by the Authority and BHSF; (D) fund working capital for any of the Borrowers, if deemed necessary or desirable by BHSF and the Authority; (E) fund interest accruing on the Bonds, if deemed necessary or desirable by BHSF; and (F) pay certain expenses incurred in connection with the issuance of the Bonds, including the cost of any credit or liquidity enhancement; and WHEREAS, each of the facilities financed or refinanced with the proceeds of the Bonds and the Prior Bonds are or will be initially owned, operated or managed by one or more of the Borrowers at the following locations: 6855 Red Road, 10 Giralda Avenue, 5000 University Drive, 1150 Campo Sano Avenue, 1171 Campo Sano Avenue, 1500 Monza Avenue, 1501 Venera Ave, 1575 San Ignacio, 1500 San Remo and Gables Grand Plaza in Coral Gables, Florida; 8500 SW 117th Road, 7535 N. Kendall Drive, 8900 N. Kendall Drive, 8940 N. Kendall Drive, 8950 N. Kendall Drive, 9035 Sunset Drive, 8780 S.W. 92nd Street, 9045 S.W. 87th Court, 9049 S.W. 87th Court, 8740 S.W. 94th Street, 8755 8785 S.W. 92nd Street, 9200 S.W. 87th Avenue, S.W. 92nd Street and 88th Avenue, 8755 S.W. 94th Avenue, 8750 S.W. 14th Street, 13001 S.W. 88th Street, 9915 N.W. 41st Street, 14701 ~W 77 Ave, 1240 S. Dixie Hwy, 14660 SW 8th Street, 11805 S Dixie Hwy, 1222 S. Dixie Hwy, 2660 Brickell Ave, 8820 S.W. 40th Street, 8840 S.W. 40th Street, 8301 N.W. 12th Street, 9000 S.W. 13th Avenue, 12400 S.W. 127th Avenue, 13611 S.W. 142nd Avenue, the 30 acres north and east of the intersection of S.W. 96th Street and S.W. 162nd Avenue, 9555 S.W. 162 Avenue, 13500 S.W. 152nd Street, 14100 S.W. 136th Street, 6140 S.W. 70th Ave., 9350 Sunset Drive, 8741 S.W. 94th Street, and S.W. 154th Street and 134th Avenue in Miami, Florida; 2100 N.W. 84th Avenue in Doral, Florida; 160 N.W. 13th Street, 104 N.W. 12th Street, 112 N.W. 12th Street, 192 N.W. 12th Street, 127 N.W. 11th Street, 119 N.W. 11th Street, III N.W. lIth Street, 105 N.W. lIth Street, 1220 N.W. 1st Avenue, 151 N.W. 11th Street, 135 N.W. 13th Street, 143 N.W. 11th Street, 3377 N.E. 8th Street, 136 N.W. 12th Street, the 60 acres located on the north side of S.W. 312th Street approximately 0.4 miles west of S.W. 142nd Avenue and approximately 0.25 miles east of S.W. 152nd Avenue and the 30 acres south of Campbell Drive at S.W. 312 Street and S.W. 142nd Avenue, and 975 Baptist Way in Homestead, Florida; 7400 S.W. 62nd Avenue, 6200 S.W. 73rd Street, 6200 S.W. 72nd Street, 6842 S.W. 80th Street 5975 Sunset Drive, 7330 S.W. 62nd Place, 8250 Sunset Drive, 6250 Sunset Drive, 7401 S.W. 62nd Avenue, 7411 S.W. 63rd Avenue, 7421 S.W. 63rd Avenue, 7431 S.W. 63rd Avenue, 7500 S.W. 62nd Court, 6320 Manor Ln, 7401 SW 62 Ave, 7211 SW 62 Ave, 6790 -6880 S.W. 80th Street, 7150 SW 62 Ave and 6233 Sunset Drive in South Miami, Florida; 4741 S. University Drive in Davie Florida; 6264 West Sample Road in Coral Springs, Florida; 15885 Pines Blvd in Pembroke Pines, Florida; 1642 Town Center Circle in Weston, Florida;, 12472 W Sunrise Blvd in Sunrise, Florida; 40 High Point Road, 91550 Overseas Highway, 91500 Overseas Highway, 87465 Old Highway and 87455 Old Highway in Tavernier, Florida; 103400 Overseas Highway, 100210 Overseas Highway and 100360 Overseas Highway in Key Largo, Florida; and 2815 South Seacrest Boulevard, 10301 Hagen Ranch Road, 2623 South Seacrest Blvd. and 9655 West Boynton Beach Boulevard in Boynton Beach, Florida; and -2- Res. No. 225-17-15025 WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires the approval of the issuance of the Bonds by the City Commission, as the "applicable elected representative" under Section 147(f) of the Code, after a public hearing following reasonable public notice; and WHEREAS, attached hereto as Exhibits A and B, respectively, are copies of the publisher's affidavit evidencing publication of the Notice of Public Hearing and the Minutes of a Public Hearing held by the Authority on December 8, 2017; Now, THEREFORE, Be It Resolved by the Mayor and the City Commission of the City of South Miami, Florida, as follows: Section 1. The issuance by the Authority of the Bonds in an aggregate principal amount not to exceed $950,000,000 is hereby approved. Section 2. The Bonds shall not 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 or a pledge of the faith and credit or any taxing power of City of South Miami, Florida or of the State of Florida or of any political subdivision thereof, but shall be limited obligations of the Authority payable solely from and secured by a pledge of payments made by the borrowers of such Bond proceeds. The Loan Agreement shall provide for indemnification of the City and its officers, employees and agents, as set forth in the last draft of that agreement that was sent to the City by the Hospital and/or its legal counsel. Section 3. The approval given herein shall be solely for the purpose of satisfying the requirements of Section 147(f) of the Code and shall not be construed as an approval of any zoning application or any regulatory pennit required in connection with the issuance of the Bonds or creating any vested rights with respect to any land use regulations, and the City Commission shall not be construed by virtue of its adoption of this Resolution to have waived, or be estopped from asserting, any rights or responsibilities it may have in that regard. Section 4. Severability. If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. -3- Res. No. 225-17-15025 Section 5. Effective Date. This resolution shall become effective immediately upon adoption. PASSED AND ADOPTED this 8th day of December, 2017. ATTEST: A4t~ MAYR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Welsh: Commissioner Harris: Commissioner Edmond: Commissioner Liebman: -4- 4-1 Yea Yea absent Yea Yea STATE OF FLORIDA ) ) SS COUNTY OF MIAMI-DADE ) The undersigned does hereby certify that the attached is a true and correct copy of the Resolution duly adopted by the Commission of the City of South Miami, Florida (the "City Commission") at its meeting held on December 8, 2017. The undersigned further certifies that the ayes and nays taken on passage of the Resolution have been entered in the minutes of the City Commission and that provision has been made for the preservation of the Resolution. IN WITNESS WHEREOF, I have hereunto set my hand and official seal of the City Commission this 8th day of December, 2017. / / [,SEAL)" --- -./ -. ./