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98-22959 RESO RESOLUTION NO. 98-22959 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 HEAL TH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS (SOUTH SHORE HOSPITAL AND MEDICAL CENTER PROJECT), SERIES 1998A, AND NOT TO EXCEED $2,500,000 PRINCIP AL AMOUNT OF CITY OF MIAMI BEACH HEAL TH FACILITIES AUTHORITY HOSPIT AL REVENUE BONDS (SOUTH SHORE HOSPITAL AND MEDICAL CENTER PROJECT), TAXABLE SERIES 1998B, BY THE CITY OF MIAMI BEACH HEAL TH FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147(t) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; PROVIDING THA T 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 City Commission of the City of Miami Beach, Florida (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 I, 1998; and WHEREAS, on October 20, 1998, as required by Section 147(1) 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; MIAHtJOI8: Document"- H10vl 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 October 20, 1998. the Authority also 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 of the 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 $10,255,000, 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 2 Miami; MIAHOOIR; Document #: 870\'1 Project), Taxable Series 1998B (the "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 $395,000, 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 expens~s 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(f) 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 RESOL VED BY THE MA YOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: Section 1. The Bond Resolution adopted by the Authority on October 20, 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(f) 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 Mi:lmi; MIA1-l00IK; Document #: K70vl 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 shall take effect immediately upon its adoption. ADOPTED this 4th day of November, 1998. (SEAL) /J Mayor Attest: JD~;r PiM-~ City Clerk APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION All JMJJJ,O/~ f(;/\/9~ '~ Dc* 4 Miami; MIAJ~OO 1M: Document Ii: K70" I EXHIBIT I NOTICE OF PUBLIC HEARING Miami: MIAJ400Ut DoculIlent #: R70vl ~ PUBLISHED DAfL Y MIAMf-DADE-FLORIDA The \ 1iclmi Herald PublishingCompany STATE OF FLORIDA COUNTY OF DADE Before the undersigned authoriry 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 Counry, 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 Counry, Florida and that the said newspaper has heretofore been continuously published in said Dade Counry, Florida each day and has been entered as second class mail matter at the post office in Miami, in said Dade Counry, 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). d.,;, ~ Sworn to and subscribe ~this 6th DAY OF OCTOBER ,1998 My Commission Expires: _October 17,2001 Virginia J. Gallon VI'lCJNlA I GAW)N, . lBUC sr ATE Of lo'LQRlDA MMJSSION NO. C!"'~ CO ISSlON EG'. ;)',,.. 17 1 ('!1v Hl'r.lld 1'1,11,1, \h,ml!. Florid,l :1:1132-1693 (305) 350-2111 ~u.uc H.AR.NG NOTle. 0" PU.LIC H."R.NG REGARDING THE ~RO~O'EDI"UANCE I .V~lg~::L"::tMl I PACIU.,... AUTHOflllTY OJJ':~H'A'LZ:'~N::r IIOND. CaOUTH aHo". HO.PlTALAND _DeCAL C.NTaIll .:::~'i~~A Notice I. h..by ~Iv.n tn.. ~:~~ C~t~.r~f<L~ml~.h:~ H..lth F.clhtlea Authority Ithe "Authority") on Octob<< 20. 18.e commenCing at 9,00 ..m.. or shortly ther..ft.r, In the City ~~':'~i't~ Hall. c~:~~arance Miemi aaech. Florida. 1 700 Convention Canter Driv.. 4th Floor. Miami BelICh. Florid. 33 1 39. for tha purpo.a of prOViding a r...onebl. opportunity for Inter..ted ~~n. to e)(pre.a th.,r views both orally and In i:~~~';~~b~if~e A~~~~tv =::~~:;'~.7:~~.~.t. 10 an anvelopel on the propo.ed iaauanca by tha Authority of ita Citv of Miami aa.ch; ~~:~~.I F~:~~ue Au~g~~~! (South Shor., Ho.plta' and I Medical Cant... PrOjectl, Ser... 1 998A,. In an , =='.o'r't~~rr':::,cl~~C_d I $20.000.000 (the "Bonda 'j ! T"a proceeda of the Banda 'I ~= t~=)(t~oe~~::~~~~ Inc.. doing bu.,n... a. South I ~~::.. H~~lt.I'H~n.~jtr:'I~.1.'C~: not-for-proflt corpor.tion Ifh~:~~: ~,"~ri~~~ ~~;~sW~I~ be u.ed. togeth. With oth.r .v....bta monte.. .f any. to; hl refund and defea_ the sfO~~~l,ooo out~~~~~:~ amount of Dade County H..lth Facillt.. Authority Ho.pit" R.ven.... Bonda (South Shore HO.Pltal and Medic.. C."t... - FHA Ineur.d I Mortgage), Serl.. 1 989A ~~~~~~t~:~.~~~~n~h. 'Prior Bond."). Uit rag.r. the ~rc:;~ ~:~~a~p~ a ance Hoapital (th. "Bank Loans ). Oii) ...v (or re,mbur$el the co.,of the PrOject (a. daaCll"ibed betowl. (IVI fund cepit_z-ed int.....t for . portion of the Bond.. (v) fund a deb. ..,-..,IC. r..erva for the Bond.. and (vj) pav cart.ln e)(pen_a in connectK)n With the i..u.nee of the Bond.. ~;~~~:"'ur~:c~~r;?~~m for a Tha proceed. of thl!' Prior Bond. were u~ tc? reflnanc. ~=':Ic::.~:~=rtT=~tvOf ~~: conatruct en edmlnl.tretlon ~~~~Q'l.(t'Tte ":~ci~_~~n~~ tha S__ Loana w.ra ua~ to fine~ the acQul.,t~n of e land parcel. conatructlon of . madlcal/aurgtc" patient cere 1~~::.v.t~~i6f~~~:n of : other mad, ical .qUIPm, ant (th.1 ~~oj~t ~=~r;.t:rgrct"" The conatructlOn of .delittona' 1~:~::~tiOc:r:nd"a~:;'~.:~a~; I the .mergencv service ar... end intenelV8 c.... un". ~:;~:''f::~l~t~f ~r~:: and the pureh... of a..ocletad ~~~~1-:r~r.".tB~~: ;,0:,,; "'~?d~ ~~~~~ ';;:I~~ Ho_ita. and are or Will M fo~:~U: Ht18't:~~~~acR~~~ Miami 8.-.ch. Florlde 331 39 Th. Bonda and the Inter.at 'thereon shen not CO~.tl~Ut. a I ~:~I:~r~ia~io:~,=,~~on of FkM'lda. Of' of tM Steta of Florida or of env poIitlcat aubdlvi.ion thereof. but shall be payttb" solelv from the rev.nue. and loan p.ym.nta ptIy~ under e loan 89"..."ent to be .nt...~ Into by end bftt"",,_n the Authority and the Hoapltal. NO STENOGRAPHIC RECORO BY A CERTIFIED I COURT PORTER WILL BE MADE THE FOREGOING MEET ACCORDINGLY, ANY N WHO MAY SEEK EAL ANY ~Ef~EAS ~~t;~.~LEvtiNH<iR~~~ WILL. Be RESPONSIBLE FOR IMAKING A VERBATIM RECcmO OF THE TESTIMONY AND EVIDENCE AT THE MEETING UPON WHICH ANY APPEAL IS TO BE BASED IN ACCORDANCE WITH THE AMEAICANS WITH DISABILITIES ACT OF 1990 ,.EASONS NEEDING I ~~~<6~\"'ODA nON TO PARTICIPATE IN THIS HEARING SHOULD CONTACT THE CITY OF 'MIAMI BEACH CITY I~~~~K ~~8~~~~b~~s ~~T6= ITO THE HEARING. TELEPHONE 13051 1~~i,~#l~E~;~F HEARING IMF'AIAED. TELEPHONE THE FLORIDA RELAY SERVICE NUMBERS. (8001 955.8771 nODI or (8001 955.8770 (VOICEl FOR ASSISTANCE Thl$ notIce IS published, 6fSs.uc~7~nt~ l~lfr~~~~:ments tnternal Revenue Code of , 986. ae amended Octob.r 6. 1998 CITY OF MIAMI BEACH HEAL TH FACILITIES AUTHORITY EXHIBIT II BOND RESOLUTION Miami; MIAJ.JnOUI; DocuUlent #: K70vl Miami Beach, Florida October 20, 1998 The City of Miami Beach Health Facilities Authority (the "Authority") met in public session in the City Manager's Conference Room, 4th Floor, City of Miami,Beach City Hall, in the City of Miami Beach, Florida, at 9:00 a.m. on October 20, 1998. Upon call of the roll, the following were found to be present: Dr. Michael Baum Larry Hudson Edward E. Levinson Arthur S. Unger Absent: Dr. Nathan Segal 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 Larry Hudson and seconded by Arthur S. Unger, adopted by the following vote: Aye: Dr. Michael Baum Larry Hudson Arthur S. Unger Nay: None Not Voting: Edward E. Levinson The resolution was thereupon declared and adopted, signed by the Chairman and attested by Larry Hudson. The resolution reads in full as follows: Miami; MIAJoIOOIII: Document tI: lI9Ivl 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 ~e 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 $10,255,000, 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 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, 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 $395,000, 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 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 2 Miami: MIAJ40018: Documcnl If: 1198v I 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. I, Obligation No.2 and the Mortgage; (vii) providing for credit support for the Bonds; (viii) authorizing the execution and delivery by the Auth?rity 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 the use of a Preliminary Official Statement and 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 Florida Taxable Bond Act of 1987, being Chapter 87-237, Laws of Florida, and Part VII of Chapter 159 of the Florida Statutes, as 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 3 Miami: MIAHOO 18: Documenl II: K98v 1 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 $10,255,000, issued on behalf of Hospital (the "Series 1989 A 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 $395,000, issued on behalf of the Hospital (the "Series 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 4 Miami: MIA.'\.IIMHK: Documcnl II: 1J98vl 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 (S'outh 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 SunTrust 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. 1 ("Supplemental Indenture No.1") with the Master Trustee, supplementing the Master Indenture, pursuant to which Obligation No. 1 ("Obligation No.1") 5 Miami: MIAHOOI8: Document II: 898vl will be issued secunng 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 this date, the Authority held a public hearing in accordance with Section I 47(t) 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 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 6 Miami: MIAJ40UIII; Documenl;;; 89Kvl 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 (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. (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. 7 Miami; MIAJ.-OOI8; Document II: 1198v I (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 In 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 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. 8 Miami; MIAJ.lOOI8: Document i#: 81}8vl (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 Project. (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: (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, 9 Miami: MIAJ.uMII8: Documenlll: 89M" I 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. (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 and the issue, desirable in attempting to obtain the most attractive financing for the Authority and the Hospital. 10 Miami; MIAJ.luuIK; Document 1/: M9"" 1 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 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. 11 Miami: MIA).IOOI8: Document N: 1l98vl Section 3. Terms 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 & C'o. 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 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. 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 12 Miami; MIAJ.-oO 18; Document ,,: 898v I issued as serial and term bonds 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, (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 and marked Exhibit A 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 Trust Agreement attached hereto. 13 Miami: MIAJ4CMH8; Document': 8911vl 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 Band 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 Securitv 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. 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 14 Miami: MIAHnu 18; Document N: 898v I 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 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 Obligations. In order to provide for the refunding and defeasance of the Series 1989 Bonds, the Chairman or Vice Chairman of the Authority is 15 Miami: MIAJ40018; Document~: 898\') 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 Deliverv 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 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 16 Miami: MIA.140HI8: Document M; 898vl 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 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. 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 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 17 Miami: MIA3.aUUI8: Document 1/: 119M" 1 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 Deliverv 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. 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 18 Miami; MIA3~OOI8: Documenl II: 11911vl 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 Citv of Miami Beach. Florida. Having conducted a public hearing on this date 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. Severabilitv. 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: MIAJ-40018; Documenl #I: 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 20th day of October, 1998. (SEAL) ~ Chairman ATTEST: c?~!L!a M1....; MiAJ.aODI&: 0rcIcuaNM.: '''1 20 STATE OF FLORIDA ) ) ss: ) COUNTY OF MIAMI-DADE We, the undersigned, do hereby certify that we are duly qualified anq 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 October 20, 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 Miami: MIA3,uMIIS; Document M: K98vl IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the Authority this 20th day of October, 1998. '.~ --- ---- ... Member Member [SEAL] SUBSCRIBED AND SWORN to before me, a Notary Public in the State and County aforesaid, this 20th day of October, 1998. ~~~~ o-tary Public My Commission expires: '.doc \ [Not~a~ Seall _ O. PINDER Notary Public - Stcte of Florida My Commission Expires Ju113. 2001 Commission # CC 663096 ~ ~ , ,-'" M,-; MIAJ.aODII: o.ac.- tI: ....1 22 EXHIBITS A THROUGH L ON FILE WITH THE AUTHORITY Miami: MIAJ40018; Docwnau ill: 1198vl ;ITY OF MIAMI BEACH ITV HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 tp:\\ci. miam i-beach. fl. us TO: FROM: SUBJECT: COMMISSION MEMORANDUM No.1 S I -9 't Mayor Neisen O. Kasdin and Members of the City Commission Sergio Rodriguez J,If City Manager~ DATE: November l~, 1998 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 HOSPITAL REVENUE BONDS (SOUTH SHORE HOSPITAL AND MEDICAL CENTER PROJECT), SERIES 1998B, BY THE CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147(F) 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 SOLELY FROM THE REVENUES PROVIDED THEREFOR; AND PROVIDING AN EFFECTIVE DATE. ADMINISTRATION RECOMMENDATION Adopt the Resolution. BACKGROUND The City Commission of the City of Miami Beach adopted Ordinance No. 90-2701 on July 25, 1990, creating the City of Miami Beach Health Facilities Authority to assist health facilities in the acquisition, construction, financing, and refinancing of health facility related projects in the City. The Ordinance, as amended, provides that the Authority can issue bonds and notes for the purpose of providing funds to pay all or any part of the cost of any project or any other lawful purpose and to issue refunding bonds. Further, it provides that the City Commission must approve any bonds issued by the Authority as the final step in the approval process. AGENDA ITEM ~ ~r:: DATE ll-4--9~ On October 20, 1998, the Health Facilities Authority adopted a Resolution authorizing the issuance of (i) the Series 1998A Bonds to (a) advance refund and defease the Dade County Health Facilities Authority Hospital Revenue Bonds (South Shore Hospital and Medical Center-FHA Insured Mortgage), (b) repay certain bank loans of the Hospital, (c) pay the cost of certain capital improvements at the Hospital, (d) fund a debt service reserve for the Series 1998A Bonds and (e) pay issuance costs of the Series 1998A Bonds. and (ii) the Series 1998B Bonds 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), (b) pay the cost of certain capital improvements at the Hospital facilities, (c) fund a debt service reserve for the Series 1998B Bonds and (d) pay issuance costs of the Bonds. Additionally, the Authority held a public hearing as required by Section 147(t) of the Internal Revenue Code of 1986, for the purpose of giving all interested persons an opportunity to express their views in connection with the Authority's proposed issuance of its Hospital Revenue Bonds (South Shore Hospital and Medical Center Project). On October 22, 1998, the issuance of these bonds was discussed by the Finance and Citywide Project Committee, who recommended that the item be forwarded to the Commission for approval. These Bonds and the interest thereon, shall not be deemed to constitute a debt, liability or obligation of the City of Miami Beach and 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 Beach is pledged to the payment of principal, a redemption premium, if any, or interest on the Bonds. ANAL YSIS South Shore Hospital can achieve significant savings through the defeasance and refinancing its outstanding debt. The purpose of assisting health providers in securing access to the credit markets is achieved in this transaction. The Authority will receive an application fee of $5,000, a fee of .2% of the principal amount of the bonds to be issued of $45,000 and an annual fee of .04% of the outstanding principal for their assistance in completion of this transaction for the hospital and to provide payment for the annual costs of professional services for the Authority. It is anticipated the funds will be used for City Costs for professional services and other expenses of the HF Aas a result of this transaction. CONCLUSION It is recommended that the Commission approve this Resolution. 1w:ge