98-22964 RESO
RESOLUTION NO. 98-22964
RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE OF
NOT TO EXCEED $20,000,000 PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL
REVENUE BONDS (SOUTH SHORE HOSPITAL AND MEDICAL
CENTER PROJECT), SERIES 1998A, AND NOT TO EXCEED $2,500,000
PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORITY HOSPIT AL REVENUE BONDS (SOUTH
SHORE HOSPITAL AND MEDICAL CENTER PROJECT), TAXABLE
SERIES 1998B, BY THE CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED
BY SECTION 147(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED; PROVIDING THAT SAID BONDS SHALL NOT
CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY
OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION
THEREOF BUT SHALL BE PAYABLE SOLEL Y FROM THE
REVENUES PROVIDED THEREFOR; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City of Miami Beach Health Facilities Authority (the "Authority") was
created by Ordinance No. 90-2701 adopted on July 25, 1990 (the "Ordinance") by the Mayor and
City Commission of the City of Miami Beach, Florida (collectively, the "Commission") pursuant
to the Florida Health Facilities Authorities Law, Chapter 154, Part III, Florida Statutes, as
amended (the "Act"); and
WHEREAS, the Ordinance was amended by Ordinance No. 91-2738 adopted on April
10, 1991 by the Commission, Ordinance No. 92-2776 adopted on March 4, 1992 by the
Commission and Ordinance No. 97-3086 adopted on July 2, 1997 by the Commission and taking
effect on January 1, 1998; and
WHEREAS, on October 20, 1998, as required by Section l47(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), the Authority held a public hearing, for which there was
reasonable public notice published on October 6, 1998 in The Miami Herald (a copy of which
Miami; MIA3400l8; Document #: 870vl
notice is attached hereto as Exhibit I and made a part hereof), for the purpose of giving all
interested persons an opportunity to express their views, either orally or in writing, or both, in
connection with the Authority's proposed issuance of its not to exceed $20,000,000 principal
amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds (South
Shore Hospital and Medical Center Project), Series 1998A (the "Series 1998A Bonds") for the
purposes hereinafter described; and
WHEREAS, on November 17, 1998, the Authority adopted a resolution, a copy of which
is attached hereto as Exhibit II and made a part hereof (the "Bond Resolution"), authorizing,
under the provisions ofthe Act, the Florida Industrial Development Financing Act, Chapter 159,
Part II, Florida Statutes, as amended, and, with respect to the Series 1998B Bonds (hereinafter
defined), the Taxable Bond Act of 1987, Chapter 159, Part VII, Florida Statutes, as amended, the
issuance of (i) the Series 1998A Bonds, the proceeds of which will be loaned to Geriatrics
Service Complex Foundation, Inc., a not-for-profit corporation organized under the laws of the
State of Florida and doing business as South Shore Hospital and Medical Center (the "Hospital"),
and used, together with any other available moneys, to (a) advance refund and defease the Dade
County Health Facilities Authority Hospital Revenue Bonds (South Shore Hospital and Medical
Center-FHA Insured Mortgage), Series 1989A, currently outstanding in the principal amount of
$9,880,000, issued on behalf of Hospital, (b) repay the currently outstanding balance of certain
bank loans of the Hospital, (c) pay (or reimburse) the cost of certain capital improvements at the
Hospital facilities, (d) fund a debt service reserve for the Series 1998A Bonds and (e) pay certain
expenses in connection with the issuance of the Series 1998A Bonds, and (ii) its not to exceed
$2,500,000 principal amount of City of Miami Beach Health Facilities Authority Hospital
Revenue Bonds (South Shore Hospital and Medical Center Project), Taxable Series 1998B (the
2
Miami; MIA340018; Document #: 870vl
"Series 1998B Bonds" and together with the Series 1998A Bonds, the "Bonds"), the proceeds of
which will be loaned to the Hospital and used, together with any other available moneys, to (a)
advance refund and defease the Dade County Health Facilities Authority Taxable Hospital
Revenue Bonds (South Shore Hospital and Medical Center - FHA Insured Mortgage), Series
1989B, currently outstanding in the principal amount of $375,000, issued on behalf of the
Hospital, (b) pay (or reimburse) the cost of certain capital improvements at the Hospital facilities,
(c) fund a debt service reserve for the Series 1998B Bonds and (d) pay certain expenses in
connection with the issuance of the Bonds; and
WHEREAS, the Ordinance, as amended, requires the approval by the Commission of all
bond issues of the Authority and Section 147(1) of the Code requires the approval by the
Commission of the issuance of the Series 1998A Bonds; and
WHEREAS, this Commission desires to approve the Bond Resolution and the issuance of
the Bonds pursuant thereto.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
Section 1. The Bond Resolution adopted by the Authority on November 17, 1998 and
the issuance of the Bonds pursuant thereto are hereby in all respects approved, including
approval of the issuance of the Series 1998A Bonds in a principal amount not to exceed
$20,000,000 in accordance with Section 147(1) of the Code.
Section 2. The Bonds and interest thereon shall not be deemed to constitute a debt,
liability or obligation of the City of Miami Beach, Florida or of the State of Florida or of any
political subdivision thereof, but shall be payable solely from the revenues referred to in the
Bond Resolution, and neither the faith and credit nor any taxing power of the City of Miami
3
Miami; MIA340018; Document #: 870vl
Beach, Florida or of the State of Florida or of any political subdivision thereof is pledged to the
payment of the principal of, redemption premium, if any, or interest on the Bonds.
Section 3. This resolution supersedes Resolution No. 98-22959 adopted by the
Commission on November 4, 1998 in connection with the Bonds.
Section 4. This resolution shall take effect immediately upon its adoption.
ADOPTED this 18th day of November, 1998.
(SEAL)
iyH ! J
1()I!iw.
Mayor
Attest:
~}f~
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1f! M<<aujJ~ II/, </al/
City Attorney ~
4
Miami; MIA340018; Document #: 870vl
EXHIBIT I
NOTICE OF PUBLIC HEARING
Miami; MIA3400l8; Document #: 870vl
PL'BLISHED DAILY
l"UAI"-l [-DAD E.FLORIDA
LMHKI
~
"r
T'-e \ 1klml He'dld rublishlngCompan~
STA TE OF FLORlDA
COUNTY OF DADE
8efar: che undersigned autJ'lomy personally
appear:d:
HIRAM LOPEZ
who on oath says chat he/she is"
CUSTODIAl'f OF RECORDS
of The Miami Henld. a daily newspaper published at
Miami in Dade Councy. Florida; chat:he attached
copy of advertisement was published in said
newspaper in the issues of:
OCTOBER 6, 1998
Affiant further says that me said The Miami Hel"1ld
is a newspaper published at Miami. in me said Dade
Councy, Florida and mat the said newspaper hu
heretofore been continuously published in said Dade
Councy, Florida each day and hu been enter:d u
second class mail matter at the pOSt office in Miami.
in said Dade Councy, Florida. for a period of ane
year next prec:ding the flnt publication of the
attaChed copy of advertisement; and affiant further
says :hilt he has neither paid nor promised any
person. finn or corpOl"1tion any discount, rebate,
commission or refund for me purpose of securing
this advertisement for publication in the said
newspapers(s),
this
6th
DAY OF OCTOBER . 1998
My Commission
Expires: _October 17, 2001
Virginia 1, Gallon
Vl'lClNlA) ~ '
:!UC sr ATE OF R.OIlIDA
ON NO. (;"'~
COt6tllSl~ 8\:',':--1, \7 1
\ "", H,c,\id 1'1.1/,1 \1:.1:;11. Fk'r1d.l .';3132-1043 (JOS) 330-2111
~""AIlII'fltCI
NOne I 0"
.-u."1C ....A...N.
......~~::~=u~.
.... ."... crrv 0" M'A'"
"AC~~: :~~~~"'T'Y
O.:OU:~A~z:.~C
........-
laOUTM 8totO...
NO.fll'lTA.....NO
..DC..... C.JlfT-.It
.:=~~~A
Noc,c. I. ,.".....,,, 3........ I""
I:." ~= c~~-~~"'::,...8~
: 1-01.",1'\ j!:ecIMh.. 4",U.cw't",
Ill.. ...",t"CWlt" I on Oct~
20 1 ... ':::~""...-.cI"Q .,
. 1)'00..,.,.. O/f .ftQnN
; u,_--"_ ,,., t". ell.
M.,,~ . Con'_.nc.
A'Qotn e.,,, 1'4.... C.t" a'
!~:::n~==~':t~;v.' 7~
F'oor MI.n"f1 11.-=" 1='0"'''.
; JJ 1 Jg fOtr II"l. DUI'OO.. af
P,o...'dlnQ . r...Of".o..
o"OOt"t\.1n't" '0' ,nt....,.o
o-o-.on. 10 .111"..... tl"l....
....,._. !Jen" 0...." "'d ,n
-..."no '_"Ie" ....."'., a.
r-.:_v..a 0" tn. .011"""01"'"
o.fOf". r". "..,n9 <jet. .n .n
.oOl'OOt..,..", ""'__.a
:'~~O::IOO: It~:~~~ 0'
.,. C."" of M'.n"fl S.-.:"
1'4.",1'11 1=ec,'''~. ""...1"0...'....
HC)~,.. R.""-n.... Banda
!$ot"tft Sl'lore '-'0.011.. "'0,
Me>dIC.. C~._ ~"Ol.ctl.
s.r.. I 99.... ,n en
~te ,,,,,,.. l:W,~'oet
1Wn0000n, 0' "'0' 113 .IIlC~
520000,000 It". SonOa
r.,. oroc..aa a' 1"'- 80nd.
_.n 0. 10~ 10 a_'.lt.CS
s-...oe. CQf'I'tOtIe. IIo\ol"oe',a"
1"C. ~ au.."... .. So...,"
Stlore I0OI0"''''' ."d ~.otc.1
C....,. I'.... '"'o.a,...' .
"'ol-f06-ot'oftt COf"OOf'.'tO"
or~...a ",na.r II"'. 1_. 0'
,,,. S'a,o a' FIorI_ "'0 _,II
~ "..... t098'''_ _"" 13'''_
'_........ mCl"_ .f .,,"'. '0: I,)
I tefur'lld ~ dofoee_ t".
:i'fO~~"'.ooo QU':':::~
aoftOurt, af 0..... CO~I'"
'1"4...'" tlec:,"t_ 4"'"0'''''''
I Mo-..I. lit....."... ao..G.
1(50",.. Shoro ...0....'.. ."G
!M__ C..". . 11M", In.",..eeI
I Mort~l, S-... I ..89A.
i c:;.~:7t~-::':::'"j~".
,-.... Sones. I. 1'" ,~.. ,,..
C""""lIY a.,,1.'~Q Q....,~
of ewt.., .... 0' 'M
1"40""" I'M lJeI"lI I.oana l
h"' ..., tar '''''''OW''. I".
co... ~... I"P"Olect (..
1M........ ___I. (tltl tyncf
I C8OI1...... 1ft1...1 ,~ .
I j)ortlOn 0' ~". SONI.. ;." h..i"'cf
I:::: -="~:'~-:;'. ~=
I .1Il""~. ,n co....'-..c,tO" _tl"
I c... ,........:. 0' 1"- 80nd..
,nclUd"'. t'" r:tnIf"n,,'" 'or .
bOnd ,"."".,.,c. GOItC"
t T"'. g.roc.-cre 0' U,. -"'or
'eona. __. ........ to !"Wf''''",ce
I ~':'''~;::'-=-t1=:l'''O' ~:
I cOf'lIaCl'\.tcrf: .., .aI,.."nl.f,.IIon
~=:- J.IU~. :,"::~:'~~
t".... t..~. w_. ....od 10
!::~ C=':~~::,. ~ :
.~~~,:c~:=~~~~,.,C:~7
r.oorlMW'V. r..,t06Q9Y....O
om..-"..,."..... ...~t I'''.
~~-=I ~=~I:":I"I ,. Th.'
conaV\ICtlOft a' 8CliCft1tO""
.==.I,,::nd-::'':al:,:e:;
'"0 ~~y '.",ICO "..a
.......c...... ~ Uf'tC.
'''''DrOtll~1 of 01"-
He...... '.d'1Y .,... .,,'" ~".
OUf'ctt_ :::=:::"t. rP'lo
~~. Itioo.-t, 'n. 8.,,_
;..~; ~::I-:: -=~:: :.01:=;
toto...Ull ."d ... ~ wtll tie
==- ~ 7:gt('::.~~'~'':'~
M'-"' Ieecft, "_Ide J,J 1 3.
The~..,.., tl"l. ,"1...'
t"""'" ."... not COf'l...t",.. .
~j.~~':',a.-:-=~IOf'l a'
F....... 01 of I'" Sta.e 0'
I ~Ior-. 01 a' .,.." OOlItiC"
'."'....",..... ',,-.of ~f ."...
1_ a.v.... .o~ ,..~ I".
;r~ encIloeflI g""""..,I.
I :;:.=;c:- ::'O:t_ea ,n'o
I!W .nd ~ t". "'~f"...t'"
I end t'" "'o"'c.I.
: ~E~g.~"~~:AtE~~"IIEO
~~'t,~T O~I'ia:T'~"I"'C'<5"I~~
~~~l":~SO~CC~':.r;jN~~V..
SEeK '1"0 AP~eAt.. ANY
~~~9-~ ~~~?c'eVo~1~~~
~~'i'I~~ :~v5:-?I!INAs,!~e ;;O~
~ECOfI'O 0'" TI-IE
~~~dl~~~:~~1! MCe"'NG
UPON W",ICtot A.NY "'.-e.Jot.
IS TO lie IASEO
1 IN .JoCCOAOANce WiT'....
: TI-I€ At.MI!"'CANS WIT'""
:~!~~~I;'~:eo<;':;~jI I ~~
::~~~I~~~fe.T"~~ r':,~
: cg:.~..:cG,.S~~~~~y o~ ...
.....I..~ 5 Otl.,.~~t~a l..~C;~A
~;~N tlOUA '.1 DAyS PllItOR
~~I.~~!.Q~~"ING. .10"
:~~j~:~;'~~,~,: ...eAIit'N9
~~~::~~O :EP.~~~~I\;,~~
~'6c;,8E;S, e~1 ~~~:: ~;~
~vOICE! -0111 ASSISi"'NCE
TP'I,. ..,atIC. .. en..o"."'ed
~~S:C~~n:~ lr;~':"-,':~E:""'."l:
1"1_"_' ~.""."'\,I. ,-,",d. ,
T 9&15 .. wn....doa
')CI0~ ~ 1'198
~
PUBLISHED DAIL Y
MIAMI-DADE-FLORIDA The \ 1iZlmi Herald PublishingCompany
STATE OF FLORIDA
COUNTY OF DADE
Before the undersigned authority personally
appeared:
HIRAM LOPEZ
who on oath says that he/she is"
CUSTODIAN OF RECORDS
of The Miami Herald, a daily newspaper published at
Miami in Dade County. Florida; that the attached
copy of advertisement was published in said
newspaper in the issues of:
OCTOBER 6. 1998
Affiant further says that the said The Miami Herald
is a newspaper published at Miami, in the said Dade
County. Florida and that the said newspaper has
heretofore been continuously published in said Dade
County. Florida each day and has been entered as
second class mail matter at the post office in Miami,
in said Dade County. Florida, for a period of one
year next preceding the fIrSt publication of the
attached copy of advertisement; and affiant further
says that he has neither paid nor promised any
person, firm or corporation any discount, rebate,
commission or refund for the purpose of securing'.
this advertisement for publication in the said
newspapers(s).
L";'~
Sworn to and subscribe eti this
6th
DAY OF OCTOBER. ,1998
My Commission
Expires: _October 17.2001
Virginia j, Gallon
v1'lICINIA I ~ .
:au: srA.TIi a' FLORIDA
MNIlSlON NO. <:r'~
CO ISSQt! EG', ~..,., 11 1
('!lv HL'L1Id 1'1.1/,1. \[l,lml. Florid,] 3:3132-1693 (J05) 350-2111
I'UeUC ......"._
_TIC. OP
..uauc H...."'NO
".""'"D'_ TH.
""0.-0a.D,aaU"'NC.
." TH. CITY 01' M....MI
.....eN M.AI. TH
....c....,... AUTH
OPUPTO*
HO....-TAL
laOUTH a
M08PlTA&. AND
_INCA&. C.NT8R
a:::~~''''
. p~g~.~:;:;:~I~ly: ~=
~~.~~ CF':c16:... '*.;~t~~~
hhe 'Authorltv") on Octoe.r
120. 1... eommenc1nV et
9:00 ..",.. or .nonty
th....tIft.... In the City
M.neo-r-. Conf.....nc.
Room, City Hell. City of
Miami Beech. Flortda. 1 100
Convention C."t... Drive. 4tl"l
Floor, Mie;ml Be~h, Florida
33138. for tN pyrpo.. of
providing. r...0f1.0"
oppor1unlty tor Int.....ted
person. to e.pr... thew
views both or.Uy and In
wrltlnQl (whICh mu.t be
rec.lved by the AYChOf'lty
:::::::;:~~~.c. ,n an
."velopel on the propos<<l
I..",..,ca bv the A",t"orlcv of
It. Citv of Ml.ml Beactol
H."I" Fac:Ili1~. AylhOf'lty I
Hosplcal R......nu. Bond.
(South Shote Ho.pltal and I
Medic.. C.nc... ,rtrOJecU. I
Sene. 1 '.S", In an
~. InICI. principal
amount of not to alllceed'
$20.000.000 IUw Bond. I
The oroc-.sa of tN Bond.
will be toaned to Gar'acrlcs
ServICe CorncMe. FoundaClon.
Inc.. doH'tO bual"'.. .. South
Shore Ha.Cllt" and Medical
Cent... UM 'Ho.plta" I. .
r'lol-for'*iWoflt corporattOn
; or~lZlMf under the t.w. of
I the Sc.te 0' FfOf'lda, .nd w,1I
'I::~ ::::::'~f ":;:~, ~~~~I
rafund and defea.. tha
i'rO~glooo out~~~:.
amount of Dade County
H."ch FaelHc... Ayt",orlty
Hosptcet Revenue Bond.
(Souch Shore Ho.pec. and
M~ Cenl. . FHA In.yred
Mortgeve., s.... l'.IA
,~:7II:~':'~~h(~he
. Pnor Bond." I. liil r:-g:: the
~UI'1'C:;:::' =~-::~ ."ce
HOSOlc" un. "8ante Lo.n. I.
liill ~ (or ,..mbur..1 the
co.. Of the ~1ec:CI..
desa;1Md bMoWl. (IV' fund
C.pIC....., inc__t for .
portiOn 0' the Bond.. (vi 'und
. deb, aar'IIM:a ......v. for (".
Bonet.. end IvU po.., can.....
.lIlpen_. In connec:ltOn WIth
the I.~. 0' lhe Sand..
,ncludtno the Pf'af'nlum for a
bond in.y,."c. poUCV
Th. proc-.;. of the F:tno,!
Bonete w.... u.. to ~Inanc.'
a m.lor r.h.....,., acton of the!
m..n Hosp"" 'M:llltv .,d
con.1tvCt .... admlnl.tratlon
~~=~.).lt~ :;=_~~n~~
the ... l~. W.. used to
fin.... the Kqu,.'ltOn of a.
I."d ~. con.cruccfon of _I
m~/.urgllC" p.II"C c....
;~:::"'.t~i=~~:n of
ottwr rnedtcal aqUIPfne!'lt (th. I
.8.... Loen. proJKc'). Ttole,
~~~~u:.:=I~~.~clOn.1 I
IpaCtenl c.. .......,iC. ......
ranov.tlOn and e.pan.lon 0'
the am_venev .<<VIC. ......
~ '"~ c.-. YnfC.
,mprovemenc of ocher
Htt.PIC" fac:IIIIV ar... ....d the
purch... 0' a.socl.ced
~~~p::r~18~~:
~; p';?I~ -=~~ ~:I~~
Heaothlf end .... or WIll be
e=:..~ '1rlgl1~~~~KA'~~~
MiamI e...ctl. Ftor..- 331 3V
Th. Bonet. and the ."cer..t
t~ .he" not CO~.tltut. a
=~I,II:::~I~lo,::::-~~on of
FIorwH, or of 1M Stale of
Ftonde or of any poUCtC"
.ubdNi.... th...eot. but .tolall
be ~... .otety 'rom the
r.venwea and I~ p..,m.nt.
~.... under a loan
~=="':'~t~~~~:
.nd CN Ho....c...
NO STENOGAAPHIC
RECOf'D BY A CERTIFIED
COURT A.~ATEA WILL BE
MADE 0' THE FOAEGOING
MEITINQ. ACCOADINGL Y
ANV peASON WHO MAY
SEEK TO APPEAL ANy
~Ef~k~~ ~~~~LEV6~ce~TE7~
WILL 8E RESPONSl8LE FOA
IMAKING A VERBATIM
RECOAD 0' THE
TESTIMONY AND
EVIDENCE.AT THE MEETING
UPON WHICH ANY APPEAL
1$ TO liE BASEC
IN ACCORDANCE WITH
THE AMERICANS WITH
DISABILITIES ACT OF , 990
~EfllSONS NEEDING
11~~7j~\.OOA TION TO PARTICIPATE IN THIS
HEARING SHOULC
CONTACT THE CITY OF
MIAMI BEACH CITY
II ~::'~':.K~t8:~~~t~$ls ~i5=
TO THe HEARING.
rELEPMONE 13051
.813.1411 FOR
~,fl~~:~C;E~~~~~eN~HE
FLORIOA FlELAY SEFlVICE
NuMBERS. (8001 955-8771
nocl or \15001 955.8710
IVOICEI POR ASSISTANCE
Thl. notlC. IS pubh."'ed
~rsS:C~~6nt~ l~~,~~~~~:m.nts
Infernal R.v.nue Code ,)1
1 gee_ a. a",ended
October 8, 1998
CITY OF MIAMI BEACH
HEAL TH FACILITIES
AUTHOFlITY
EXHIBIT II
BOND RESOLUTION
Miami; MIA3400 18; Document II: 870\' I
!?f2,SeJ/u7IOI1! ft f5-2ZY~~
Miami Beach, Florida
November 17, 1998
The City of Miami Beach Health Facilities Authority (the "Authority") met in public
session in the City Attorney's Conference Room, 4th Floor, City of Miami Beach City Hall, in
the City of Miami Beach, Florida, at 10:00 a.m. on November 17, 1998. Upon call of the roll,
the following were found to be present:
0..... f\f.~c,..e\ ~Vr'l
()'" f'l c.J"'k. rv' {e ~'e t
h h-v V" 5. LJ""S~""
Absent: [V6 rJt
It was announced by the Chairman that the purpose of the meeting included the adoption of a
resolution authorizing the issuance of (i) City of Miami Beach Health Facilities Authority
Hospital Revenue Bonds (South Shore Hospital and Medical Center Project), Series 1998A, of
the Authority in an aggregate principal amount not to exceed $20,000,000 and (ii) City of Miami
Beach Health Facilities Authority Hospital Revenue Bonds (South Shore Hospital and Medical
Center Project), Taxable Series 1998B, of the Authority in an aggregate principal amount not to
exceed $2,500,000.
Thereupon the following resolution was introduced in written form by the Chairman, the
title thereof was read in full, and pursuant to motion made by Ar th 'oj.. _S. u '''':{ v
and seconded by Do", l"'t~('J )' eS'.J , adopted by the following vote:
Aye: Dv. () '\..~Cl.t I Bct..v'M
D~, ."'oJ~'rV Sec:)e I
Iv- thvl' ~ UNci e. V""
Nay: flOI..J~
Miami; MIA340018; DocUD1CIU'( 898vl
The resolution was thereupon declared and adopted, signed by the Chairman and attested
by Dr'. f'Jd\,ct r.J (tJ ~, . The resolution reads in full as follows:
A RESOLUTION (i) authorizing the issuance of City of Miami
Beach Health Facilities Authority Hospital Revenue Bonds (South
Shore Hospital and Medical Center Project), Series 1998A (the
"Series 1998A Bonds") of the City of Miami Beach Health Facilities
Authority (the "Authority") in an aggregate principal amount not to
exceed $20,000,000, for the purpose of providing funds to be used,
together with other available moneys, to: (a) advance refund and
defease the Dade County Health Facilities Authority Hospital
Revenue Bonds (South Shore Hospital and Medical Center-FHA
Insured Mortgage), Series 1989 A, currently outstanding in the
principal amount of $9,880,000, issued on behalf of Geriatrics
Service Complex Foundation, Inc. doing business as South Shore
Hospital and Medical Center (the "Hospital"), (b) repay the currently
outstanding balance of certain bank loans ofthe Hospital, (c) pay (or
reimburse) the cost of certain capital improvements at the Hospital
facilities, (d) fund a debt service reserve for the Series 1998A Bonds
and (e) pay certain expenses in connection with the issuance of the
Series 1998A Bonds, to be issued under the provisions of a Trust
Agreement and a Loan Agreement, and to be further secured by a
Master Trust Indenture, a Supplemental Indenture for Obligation No.
1, an Obligation No.1 and a Mortgage; (ii) authorizing the issuance
of the City of Miami Beach Health Facilities Authority Hospital
Revenue Bonds (South Shore Hospital and Medical Center Project),
Taxable Series 1998B (the "Series 1998B Bonds" and together with
the Series 1998A Bonds, the "Bonds") of the Authority in an
aggregate initial principal amount not to exceed $2,500,000, for the
purpose of providing funds to be used, together with other available
moneys, to: (a) advance refund and defease the Dade County Health
Facilities Authority Taxable Hospital Revenue Bonds (South Shore
Hospital and Medical Center-FHA Insured Mortgage), Series 1989B,
currently outstanding in the principal amount of $375,000, issued on
behalf of the Hospital, (b) pay (or reimburse) the cost of certain
additional capital improvements at the Hospital facilities, (c) fund a
debt service reserve for the Series 1989B Bonds and (d) pay certain
expenses in connection with the issuance of the Bonds, to be issued
under the provisions of the Trust Agreement and the Loan
Agreement, and to be further secured by the Master Trust Indenture, a
Supplemental Indenture for Obligation No.2, an Obligation No. 2
and the Mortgage; (iii) providing that the Bonds shall not constitute a
debt, liability or obligation of the City of Miami Beach, Florida or of
the State of Florida or of any political subdivision thereof but shall be
payable solely from the sources provided therefor under the Trust
2
MiiUlli; MIA340018; DocumOll N: 898\11
Agreement; (iv) delegating to the Chairman, or in his absence, the
Vice-Chairman, the fixing of the terms of the Bonds and other details
within the parameters set forth herein; (v) authorizing the execution
and delivery by the Authority of the Trust Agreement and the Loan
Agreement; (vi) approving the forms of the Master Trust Indenture,
Supplemental Indenture for Obligation No.1, Supplemental
Indenture for Obligation No.2, Obligation No.1, Obligation No. 2
and the Mortgage; (vii) providing for credit support for the Bonds;
(viii) authorizing the execution and delivery by the Authority of
Escrow Deposit Agreements; (ix) authorizing the negotiated sale of
the Bonds and the execution and delivery by the Authority of a Bond
Purchase Agreement; (x) appointing a Bond Trustee and Bond
Registrar under the Trust Agreement; (xi) approving and ratifying the
use of a Preliminary Official Statement, approving the use of an
Official Statement and authorizing the execution and delivery of the
Official Statement; (xii) authorizing the execution and delivery of
additional documents required in connection with the Bonds; (xiii)
recommending approval of the Bonds by the City Commission of the
City of Miami Beach, Florida; and (xiv) providing for other related
matters.
WHEREAS, the City of Miami Beach Health Facilities Authority (the "Authority") has
been created pursuant to Chapter 74-323, Laws of Florida, being Part III of Chapter 154 of the
Florida Statutes, as amended, known as the Health Facilities Authorities Law (the "Health Act"),
and has been determined to be needed by the City Commission (the "Commission") of the City
of Miami Beach, Florida (the "City") under Section 4 of the Health Act; and
WHEREAS, the Authority is also a "local agency" as defined in Section 3 of the Florida
Industrial Development Financing Act, being Chapter 69-104, Laws of Florida, and Part II of
Chapter 159 of the Florida Statutes, as amended (the "Industrial Act"); and
WHEREAS, the Authority is authorized pursuant to the Health Act, the Industrial Act
and, with respect to bonds the interest on which is intended on their date of issuance to be
includable in gross income for federal income tax purposes, the Taxable Bond Act of 1987, being
Chapter 87-237, Laws of Florida, and Part VII of Chapter 159 of the Florida Statutes, as
3
MiilDli; MIAJ..W018; [}o(:WlleDl #: 8911v1
amended (together with the Health Act and the Industrial act, the "Act"), to issue its bonds and to
loan the proceeds thereof to "health facilities" as defined in the Health Act located in the City to
pay the cost of certain capital projects and to refund outstanding obligations issued by a health
facility for the cost of certain capital projects; and
WHEREAS, Geriatrics Service Complex Foundation, Inc., doing business as South Shore
Hospital and Medical Center, a Florida not-for-profit corporation (the "Hospital") is requesting
the Authority to assist the Hospital in providing funds to be used, together with other available
moneys, to (a) advance refund and defease the Dade County Health Facilities Authority Hospital
Revenue Bonds (South Shore Hospital and Medical Center - FHA Insured Mortgage), Series
1989A, currently outstanding in the principal amount of $9,880,000, issued on behalf of Hospital
(the "Series 1989A Bonds"), (b) repay the currently outstanding balance of certain bank loans of
the Hospital (the "Bank Loans"), (c) pay (or reimburse) the cost of certain capital improvements
at the Hospital facilities as described in the Loan Agreement (hereinafter defined) (the "Series
1998A Project"), (d) fund a debt service reserve for the Series 1998A Bonds (hereinafter defined)
and (e) pay certain expenses in connection with the issuance of the Series 1998A Bonds, through
the issuance by the Authority of not to exceed $20,000,000 principal amount of City of Miami
Beach Health Facilities Authority Hospital Revenue Bonds (South Shore Hospital and Medical
Center Project), Series 1998A (the "Series 1998A Bonds"); and
WHEREAS, the Hospital is also requesting the Authority to assist the Hospital in
providing funds to be used, together with other available moneys, to (a) advance refund and
defease the Dade County Health Facilities Authority Taxable Hospital Revenue Bonds (South
Shore Hospital and Medical Center - FHA Insured Mortgage), Series 1989B, currently
outstanding in the principal amount of $375,000, issued on behalf of the Hospital (the "Series
4
MiiUQii MIA340018; DocumcollI: 898vl
1989B Bonds" and together with the Series 1989A Bonds, the "Series 1989 Bonds"), (b) pay the
cost of certain additional capital improvements at the Hospital facilities as described in the Loan
Agreement (the "Series 1998B Project" and together with the Series 1998A Project, the
"Project"), (c) fund a debt service reserve for the Series 1998B Bonds (hereinafter defined), and
(d) pay certain expenses in connection with the issuance of the Bonds (hereinafter defined),
through the issuance by the Authority of not to exceed $2,500,000 principal amount of City of
Miami Beach Health Facilities Authority Hospital Revenue Bonds (South Shore Hospital and
Medical Center Project), Taxable Series 1998B (the "Series 1998B Bonds" and together with the
Series 1998A Bonds, the "Bonds"); and
WHEREAS, the Bonds will be issued under the provisions of a Trust Agreement (the
"Trust Agreement") to be entered into between the Authority and Sun Trust Bank, Central
Florida, National Association, a national banking association, as trustee (the "Bond Trustee") and
the proceeds thereof will be loaned to the Hospital and their repayment secured by a Loan
Agreement (the "Loan Agreement") to be entered into between the Authority and the Hospital;
and
WHEREAS, the Hospital will enter into a Master Trust Indenture (the "Master
Indenture") with SunTrust Bank, Central Florida, National Association, a national banking
association, as master trustee (the "Master Trustee"), under which the Hospital and certain other
affiliated entities which may be included therein in the future will be jointly and severally liable
for the payment of obligations created thereunder; and
WHEREAS, in connection with the issuance of the Series 1998A Bonds by the Authority
and the loan of the proceeds thereof to the Hospital, the Hospital will enter into a Supplemental
Indenture for Obligation No. I ("Supplemental Indenture No.1") with the Master Trustee,
5
Mi..mi~ MIA340018, Document II: 898vl
supplementing the Master Indenture, pursuant to which Obligation No. 1 ("Obligation No.1")
will be issued securing the obligation of the Hospital to make payments under the Loan
Agreement in respect of the Series 1998A Bonds; and
WHEREAS, in connection with the issuance of the Series 1998B Bonds by the Authority
and the loan of the proceeds thereof to the Hospital, the Hospital will enter into a Supplemental
Indenture for Obligation No. 2 ("Supplemental Indenture No.2") with the Master Trustee,
supplementing the Master Indenture, pursuant to which Obligation No. 2 ("Obligation No.2")
will be issued securing the obligation of the Hospital to make payments under the Loan
Agreement in respect of the Series 1998B Bonds; and
WHEREAS, as security for Obligation No.1, Obligation No. 2 and certain other
obligations issued under the Master Indenture from time to time, the Hospital will deliver to the
Master Trustee (i) a Mortgage and Security Agreement and (ii) a Collateral Assignment of Rents,
Contracts and Leases (collectively, the "Mortgage" and together with the Master Indenture,
Supplemental Indenture No.1, Supplemental Indenture No.2, Obligation No. 1 and Obligation
No.2, the "Security Documents"); and
WHEREAS, payment of the principal of and interest on each series of the Bonds when
due will be insured, respectively, by two separate municipal bond insurance policies
(collectively, the "Bond Insurance Policy") to be issued by ACA Financial Guaranty
Corporation, a Maryland corporation; and
WHEREAS, on October 20, 1998, the Authority held a public hearing in accordance with
Section 147(f) of the Internal Revenue Code of 1986, as amended, for which there was
reasonable public notice published on October 6, 1998 in The Miami Herald, for the purpose of
6
Miami; MIA3400ISj Ooc:umenl'll: B98v1
giving all interested persons an opportunity to express their views, either orally or in writing, or
both, on the proposed issuance of the Series 1998A Bonds; and
WHEREAS, the Authority desires to authorize the issuance of the Bonds for the above
described purposes and to recommend for approval to the Commission the issuance of the
Bonds; and
WHEREAS, the Authority further desires to authorize the sale of the Bonds by a
negotiated sale to SunTrust Equitable Securities Corporation (the "Purchaser") since the Hospital
has requested such negotiated sale to the Purchaser 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 Hospital.
NOW THEREFORE, Be It Resolved by the City of Miami Beach Health Facilities
Authority as follows:
Section 1. Findings. The Authority hereby finds and determines that:
(1) The Hospital is a "health facility" within the meaning of Section 154.205(8) of the
Health Act and a "health care facility" within the meaning of section 159.27(16) of the Industrial
Act.
(2) The Series 1989 Bonds were issued by the Dade County Health Facilities
Authority and the Bank Loans were incurred by the Hospital for the purpose of paying the costs
of "projects", within the meaning of Section 154.205(10) of the Health Act and Section
159.27(5) of the Industrial Act, located in the City (collectively, the "Prior Projects").
(3) The Project constitutes a "project", within the meaning of Section 154.205(10) of
the Health Act and Section 159.27(5) of the Industrial Act, located in the City.
7
Miami; MlAJ40018; Document": 898,,1
(4) Pursuant to Sections 154.209(10), 154.209(13) and 154.219 of the Health Act and
Sections 159.28(7) and 159.34 of the Industrial Act, the Authority is authorized and empowered
to issue the Bonds for the purposes described herein.
(5) The issuance of the Bonds by the Authority for the purposes described herein will
serve a valid public purpose by advancing the commerce, welfare and prosperity of the City and
its people.
(6) The Authority and the City are each a "local agency" as defined III Section
159.27(4) of the Industrial Act.
(7) As required by Section 159.29(1) of the Industrial Act, the Prior Projects and the
Project are appropriate to the needs and circumstances of, and make and shall make a significant
contribution to the economic growth of, the local agency in which it is located and serve and
shall serve a public purpose by advancing the public health of the State of Florida and its people.
(8) As required by Section 159.29(2) of the Industrial Act, the Authority has
determined that the Hospital is a financially responsible corporation fully capable and willing to
fulfill its obligations under the Loan Agreement, including the obligation to make payments in
the amounts and at the times required to pay the principal of, premium, if any, and interest on the
Bonds and other payments required under the Loan Agreement, to operate, repair and maintain at
its own expense the Prior Projects and the Project and to serve the purposes of the Industrial Act
and such other responsibilities as are imposed under the Loan Agreement.
(9) As required by Section 159.29(3) of the Industrial Act, the City, as the local
agency in which the Prior Projects are and the Project will be located, is and will be able to cope
satisfactorily with the impact of the Prior Projects and the Project, and is and will be able to
provide, or cause to be provided when needed, the public facilities, including utilities and public
8
Miami; MIA3400 18; DocuOIent II 898\' I
services, that are and will be necessary for the operation, repair and maintenance of the Prior
Projects and the construction, operation, repair and maintenance of the Project and on account of
any increases in population or other circumstances resulting therefrom.
(10) As required by Section 159.29(4) of the Industrial Act, adequate provision shall be
made in the Loan Agreement for the operation, repair and maintenance of the Prior Projects and
the Project at the expense of the Hospital, and for the payment of the principal of, premium, if
any, and interest on the Bonds.
(11) As required by Section 159.29(5) of the Industrial Act, the costs of the Project to
be paid from the proceeds of the Bonds shall be "costs" of a "project" within the meaning of
Sections 159.27(2) and 159.27(5), respectively, of the Industrial Act.
(12) The Hospital has advised the Authority that the Hospital has previously obtained
from the Florida Agency for Health Care Administration any and all required certificates of need
with respect to the Prior Projects and that no certificates of need are required with respect to the
Proj ect.
(13) Review and comment from the Health Council of South Florida (the "Health
Council") as to the issuance of the Bonds has been requested and the Health Council has advised
that it has no adverse opinion with respect thereto.
(14) Pursuant to Section 218.385 of the Florida Statutes, as amended, the sale of the
Bonds to the Purchaser 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 Hospital, and the Authority hereby further
finds and determines that the following reasons necessitate such sale of the Bonds to the
Purchaser through a negotiated sale:
9
Mi;uni; MlAJ400I8; Doc\lll1cul N: 898vl
(a) Bonds issued by public bodies for the benefit of not-for-profit hospitals
("health care 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 Purchaser, experienced in the structuring of issues of health care bonds
(hereinafter referred to as "health care underwriters"), much of which would not generally
be available on a timely basis from the ultimate underwriter of health care bonds issued
pursuant to a public competitive sale.
(b) Health care 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 obligor 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 extremely desirable from the standpoint of
the obligor involved in the issue and from the standpoint of the public body issuing the
health care bonds in ensuring full and accurate disclosure of all relevant information.
(c) For the foregoing and related reasons, most of the health care 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 health care 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 health care bonds sold on a negotiated basis than to one sold by
competitive public sale.
10
Miami; M1A340018; DOtlllUenl _: 898vl
(d) Finally, the market for health care bonds such as the Bonds is volatile,
making the presence of the Purchaser, who has participated and will participate in the
structuring of the Bond issue, desirable in attempting to obtain the most attractive
financing for the Authority and the Hospital.
Section 2. Authorization of the Bonds. There is hereby authorized the issuance, under
and pursuant to the Trust Agreement, of the Series 1998A Bonds, to be designated as "City of
Miami Beach Health Facilities Authority Hospital Revenue Bonds (South Shore Hospital and
Medical Center Project), Series 1998A", in an aggregate principal amount not exceeding
$20,000,000, and the loan of the proceeds thereof to the Hospital to advance refund the Series
1989A Bonds, repay the Bank Loans, pay (or reimburse) the cost of the Series 1998A Project,
fund a debt service reserve for the Series 1998A Bonds and finance costs of issuance thereof,
including fiscal, legal, credit enhancement fees, and other incidental costs and charges.
There is hereby authorized the issuance, under and pursuant to the Trust Agreement, of
the Series 1998B Bonds, to be designated as "City of Miami Beach Health Facilities Authority
Hospital Revenue Bonds (South Shore Hospital and Medical Center Project), Taxable Series
1998B", in an aggregate principal amount not exceeding $2,500,000, and the loan of the
proceeds thereof to the Hospital to advance refund the Series 1989B Bonds, pay (or reimburse)
the cost of the Series 1998B Project, fund a debt service reserve for the Series 1998B Bonds and
finance costs of issuance of the Bonds, including fiscal, legal, credit enhancement fees, and other
incidental costs and charges.
The principal of, premium, if any, and interest on the Bonds shall not be deemed to
constitute a debt, liability or obligation of the City or of the State of Florida or of any political
subdivision thereof, but shall be payable solely from the sources pledged therefor under the Trust
11
Miami; MlA3400IS; Document II: 891lyl
Agreement and neither the faith and credit nor any taxing power of the City 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.
Section 3. Terms of the Bonds. The Bonds shall be payable as to principal and interest
in lawful money of the United States of America in accordance with the provisions of the Trust
Agreement, and shall be issued only as fully registered bonds without coupons. The Bonds shall
be initially issued in book-entry-only form through The Depository Trust Company, New York,
New York ("DTC") and shall be registered in the name of Cede & Co. The Chairman of the
Authority or, in his absence, the Vice Chairman of the Authority is hereby authorized on behalf
of the Authority to approve, subject to the limitations contained herein, the final terms of the
Bonds, which approval will be evidenced by the execution of the Bond Purchase Agreement
(hereinafter defined) on behalf of the Authority as provided herein.
The aggregate principal amount of the Series 1998A Bonds shall not exceed $20,000,000;
the interest rate on the Series 1998A Bonds shall not exceed 6% per annum; the term of the
Series 1998A Bonds shall not exceed twenty-one (21) years; the Series 1998A Bonds may be
issued as serial and term bonds and may be subject to optional and mandatory redemptions, with
optional redemptions beginning not earlier than nine (9) years from the date of issuance of the
Series 1998A Bonds at a redemption price of not more than 103%; and the Series 1998A Bonds
may have original issue discount and/or premium. The Series 1998A Bonds shall be initially
dated such date as shall be approved by the Chairman, or in his absence, the Vice Chairman, and
shall be executed on behalf of the Authority with the official manual or facsimile signature of its
Chairman or, in his absence, its Vice Chairman and attested with the official manual or facsimile
signature of a Designated Member.
12
Mi,Ulli; MIA340018; Document.: 898v1
The aggregate principal amount of the Series 1998B Bonds shall not exceed $2,500,000;
the interest rate on the Series 1998B Bonds shall not exceed 8% per annum; the term of the
Series 1998B Bonds shall not exceed twenty-one (21) years; the Series 1998B Bonds may be
issued as serial and term bonds and may be subject to optional and mandatory redemptions, with
optional redemptions beginning not earlier than seven (7) years from the date of issuance of the
Series 1998B Bonds at a redemption price of not more than 102%; and the Series 1998B Bonds
may have original issue discount and/or premium. The Series 1998B Bonds shall be initially
dated such date as shall be approved by the Chairman, or in his absence, the Vice Chairman, and
shall be executed on behalf of the Authority with the official manual or facsimile signature of its
Chairman or, in his absence, its Vice Chairman and attested with the official manual or facsimile
signature of a Designated Member.
Section 4. Designation of Attesting Members. The members of the Authority, other
than the Chairman or Vice Chairman to the extent the Chairman or Vice Chairman execute the
documents described herein, (individually a "Designated Member") are each hereby designated
and authorized on behalf of the Authority to attest to the seal of the Authority and to the
signature of the Chairman or Vice Chairman of the Authority as they appear on the Bonds, the
Trust Agreement, the Loan Agreement 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.
Section 5. Authorization of Execution and Delivery of Trust Agreement. The
Authority does hereby authorize and approve the execution by the Chairman or Vice Chairman
and a Designated Member of the Authority and the delivery of the Trust Agreement. The Trust
Agreement shall be in substantially the form thereof attached hereto apd marked Exhibit A and
13
Mi;ami; MIA340018; Document tI: 898vl
hereby approved, with such changes therein as shall be approved by the Chairman or Vice
Chairman 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 Trust
Agreement attached hereto.
Section 6. Authorization of Execution and Delivery of Loan Agreement. The
Authority does hereby authorize and approve the execution by the Chairman or Vice Chairman
and a Designated Member of the Authority and the delivery of the Loan Agreement. The Loan
Agreement 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 Chairman or Vice
Chairman 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 Loan
Agreement attached hereto.
Section 7. Approval of Security Documents. The Authority does hereby approve the
forms of the Master Indenture, Supplemental Indenture No.1, Supplemental Indenture No.2,
Obligation No.1, Obligation No. 2 and the Mortgage. The Master Indenture, Supplemental
Indenture No.1, Supplemental Indenture No.2, Obligation No.1, Obligation No. 2 and the
Mortgage shall be in substantially the forms attached hereto and marked Exhibits C, D, E, F, G
and H, respectively, and hereby approved, with such changes therein as shall be approved by the
Chairman or Vice Chairman, with the execution of the Trust Agreement by such officer to
constitute conclusive evidence of such officer's approval and the Authority's approval of any
changes therein.
14
Miami; MIAJ.400 I B; Documenl Ii: 898v I
Section 8. Approval of Credit Support. The Authority does hereby authorize the
provision of credit support in connection with the Bonds, which credit support shall consist of
the Bond Insurance Policy.
Section 9. Authorization of Execution and Delivery of Escrow Deposit Agreements.
The Authority does hereby authorize and approve the execution by the Chairman or Vice
Chairman and a Designated Member of the Authority and the delivery of an Escrow Deposit
Agreement with respect to the Series 1989A Bonds (the "Series 1989A Escrow Deposit
Agreement") among the Authority, the Miami-Dade County Health Facilities Authority (the
"Miami-Dade Authority"), the Hospital and the trustee for the Series 1989A Bonds. The Series
1989A Escrow Deposit Agreement provides for the refunding and defeasance of the Series
1989A Bonds and shall be in substantially the form attached hereto and marked Exhibit I and
hereby approved, with such changes therein as shall be approved by the Chairman or Vice
Chairman 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 the
Series 1989A Escrow Deposit Agreement attached hereto.
The Authority does hereby authorize and approve the execution by the Chairman or Vice
Chairman and a Designated Member of the Authority and the delivery of an Escrow Deposit
Agreement with respect to the Series 1989B Bonds (the "Series 1989B Escrow Deposit
Agreement" and together with the Series 1989A Escrow Deposit Agreement, the "Escrow
Deposit Agreements") among the Authority, the Miami-Dade Authority, the Hospital and the
trustee for the Series 1989B Bonds. The Series 1989B Escrow Deposit Agreement provides for
the refunding and defeasance of the Series 1989B Bonds and shall be in substantially the form
attached hereto and marked Exhibit J and hereby approved, with such changes therein as shall be
15
Miami; MIA340018; Document #: 898vl
approved by the Chairman or Vice Chairman 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 the Series 1989B Escrow Deposit Agreement attached hereto.
Section 10. Purchase of Government Obli?:ations. In order to provide for the refunding
and defeasance of the Series 1989 Bonds, the Chairman or Vice Chairman of the Authority is
hereby authorized to execute any necessary subscription forms for the purchase of government
obligations to be deposited under the Escrow Deposit Agreements.
Section 11. Application of Bond Proceeds. The proceeds of the Bonds shall be applied,
with certain other available moneys, if any, as provided in the Trust Agreement, the Loan
Agreement and the Escrow Deposit Agreements.
Section 12. Authorization of Negotiated Sale. Pursuant to the findings in Section 1
hereof, the Authority does hereby authorize and approve the sale of the Bonds to the Purchaser
on the basis of a negotiated sale rather than a public sale by competitive bid.
Section 13. Authorization of Execution and Delivery of Bond Purchase Agreement. The
sale of the Series 1998A Bonds in an aggregate principal amount of not to exceed $20,000,000
and of the Series 1998B Bonds in an aggregate principal amount of not to exceed $2,500,000 to
the Purchaser, at an aggregate purchase price reflecting an underwriter's discount of not to
exceed 1.50% of the aggregate principal amount of the Bonds plus accrued interest thereon from
the dated date of the Bonds to the date of delivery thereof, in accordance with a Bond Purchase
Agreement (the "Bond Purchase Agreement") among the Authority, the Hospital and the
Purchaser, is hereby in all respects authorized and approved and there shall be executed on behalf
of the Authority in furtherance thereof the Bond Purchase Agreement with the Purchaser and the
Hospital. The Authority does hereby authorize and approve the execution and delivery of the
16
Miami; MIA3400I8; Documeot": 898\11
Bond Purchase Agreement on behalf of the Authority by its Chairman or Vice Chairman and
such Bond Purchase Agreement shall be in substantially the form thereof attached hereto and
marked Exhibit K and hereby approved, with such changes as shall be necessary and appropriate
to reflect the final terms of the sale of the Bonds by the Authority to the Purchaser and such
further changes therein as shall be approved by the Chairman or Vice Chairman executing the
same, with such execution to constitute conclusive evidence of the award of the Bonds to the
Purchaser and of such officer's approval and the Authority's approval of any changes therein
from the form of Bond Purchase Agreement attached hereto; provided that the Bond Purchase
Agreement shall comply with the provisions of this resolution and that the final terms of the
Bonds contained in the Bond Purchase Agreement shall be within the parameters established in
this resolution. Prior to the execution of the Bond Purchase Agreement by the Authority, the
Authority must be presented with a disclosure statement prepared by the Purchaser in compliance
with Section 218.385, Florida Statutes, which disclosure statement shall be filed in the records of
the Authority.
Section 14. Appointment of Bond Trustee and Bond Registrar. SunTrust Bank, Central
Florida, National Association, Orlando, Florida, is hereby appointed the Bond Trustee and bond
registrar (the "Bond Registrar") under the Trust Agreement.
Section 15. Approval and Ratification of Preliminary Official Statement. The
Preliminary Official Statement of the Authority and the Hospital relating to the Bonds (the
"Preliminary Official Statement"), in the form thereof attached hereto and marked Exhibit L and
its use by the Purchaser in connection with the offering and sale of the Bonds is hereby in all
respects approved and ratified. The Chairman or the Vice Chairman of the Authority is hereby
authorized to make any necessary findings and deliver any required certifications with respect to
17
Miami, MJA340018; OocIlDlCDI #: 898v1
the Preliminary Official Statement as required under Securities and Exchange Commission Rule
15c2-12.
Section 16. Approval and Authorization of Official Statement. The Authority hereby
approves the Official Statement of the Authority and the Hospital relating to the Bonds (the
"Official Statement") in substantially the form of the Preliminary Official Statement attached
hereto and marked Exhibit L, with such changes as shall be necessary and appropriate to reflect
the final terms of the Bonds or as shall be deemed necessary or desirable by the Chairman or
Vice Chairman. The Chairman or Vice Chairman is hereby authorized and empowered, for and
on behalf of the Authority, to execute and deliver the Official Statement, such execution to be
conclusive evidence of such officer's and the Authority's approval of the final form of the
Official Statement.
Section 17. Delivery of the Bonds. Upon the execution of the Bonds in accordance with
the provisions of the Trust Agreement, the Chairman or the Vice Chairman shall deposit the
same with the Bond Registrar for authentication and delivery upon the order of the Purchaser.
The Bond Registrar is hereby requested to authenticate and deliver the Bonds in accordance with
the Trust Agreement.
Section 18. Authorization of Execution and Delivery of Certain Additional Documents.
The Authority does hereby authorize the subsequent execution and delivery of such additional
documents as may be required in connection with the issuance and sale of the Bonds and the
application of the proceeds thereof, in such form or forms and with such party or parties as shall
be approved by the Chairman or Vice Chairman, including, without limitation, a letter of
representations from the Authority to DTC.
18
Miami; MIA340018; Documenl tI: 898vl
Section 19. Authorization and Ratification of Subsequent Acts. The members, officers,
agents and employees of the Authority are hereby authorized and directed to do all such acts and
things and to execute all such documents, including, without limitation, the execution and
delivery of any closing documents, as may be necessary to carry out and comply with the
provisions of this resolution, the documents attached hereto as Exhibits A through L,
respectively, and any documents executed and delivered pursuant to Section 18 hereof, and all of
the acts and doings of such members, 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 20. Recommendation to the City of Miami Beach, Florida. Having conducted a
public hearing on October 20, 1998 pursuant to the provisions of Section 147(f) of the Internal
Revenue Code of 1986, as amended, for the purpose of giving all interested persons an
opportunity to express their views, either orally or in writing, or both, on the proposed issuance
of the Series 1998A Bonds, for which hearing reasonable public notice was given, the Authority
hereby recommends that the Commission approve the issuance of the Bonds.
Section 21. 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.
19
Miami; MIA340018; DocllDlCDl #: 898vl
Section 22. 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 17th day of November, 1998.
ATTEST:
~~-
Chairman
(SEAL)
20
Miami; MlA340018; Document III: 898vl
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
We, the undersigned, do hereby certify that we are duly qualified and acting Members of
the City of Miami Beach Health Facilities Authority (the "Authority").
We further certify according to the official records of the Authority in our possession that
the above and foregoing constitutes a true and correct excerpt from the minutes of the meeting of
the Authority held on November 17, 1998, including a resolution adopted at said meeting, insofar
as said minutes pertain to the matters above set out.
We further certify that the ayes and nays taken on the passage of said resolution have
been or will immediately be entered on the minutes of the Authority and that provision has been
made for the preservation and indexing of said resolution, which is open for inspection by the
public at all reasonable times at the office of the Finance Director in the City of Miami Beach,
Florida.
21
MiiUDi; MIA340018. Document ,,: 898v1
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of
the Authority this 17th day of November, 1998.
~;g7
Chairman
/ M ",/'
I I !
Ufc- .Iti,
/~y
[SEAL ]
SUBSCRIBED AND SWORN to before me, a Notary Public in the State and County
aforesaid, this 17th day of November, 1998.
e'~)
\ . .
) 'h.CJ2(,~
- tary Public
My Commission expires:'I-(~ -] 001
[Notarial Seal]
.".....'~.l.
0, PINDER \
Notary Publtc State of Florieja '
My Commission Expires Jull:J, 2001 .....
Commi~,ion +I CC 66::--xJ96 .'
~~~'~'4
22
Miami; MlA340018; Document#: 898vl
EXHIBITS A THROUGH L ON FILE WITH THE AUTHORITY
Miami; MlAJ40018; Document tI: 898\'1