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RESOLUTION 91-20393 RESOLUTION NUMBER 91-20393 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING THE ADMINISTRATIVE PROCEDURES ADOPTED BY THE CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY AS REQUIRED BY ORDINANCE NUMBER 90-2701. WHEREAS, the City Commission created the City of Miami Beach Health Facilities Authority (The Authority ) with the assa e Number 90-2701 ; and p 9 of Ordinance WHEREAS, the Authority has adopted Administrative rative Guidelines and Procedures in connection with the exercise of its duties and responsibil- ities;ities; and ponsib�l- WHEREAS, Section 20 of that Ordinance requires of MiamiQ s that the City Commission of the City Beach approve the Administrative Procedures by the Authority; adopted NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Administrative Procedures adopted by the City of Miami Beach Health Facilities Authority are hereby approved. PASSED AND ADOPTED THIS 4th DAY F , D ecem r 1991 AO' MAYOR I ATTEST: 1/ (141_42. 41( CITY CLERK FORM APPROVED LEGAL DEPT. By _ i Date' -91r( ( i— h CITY OF Iv1IAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010 FAX: (305) 673-7782 COMMISSION MEMORANDUM NO. f‘,G-9/ DATE: December 4, 1991 TO: Mayor Seymour Gelber and Members of the City Commission FROM: Carla Bernabei Talarico City Manager SUBJECT: ADMINISTRATIVE PROCEDURES FOR THE HEALTH FACILITIES AUTHORITY The Ordinance that created the City of Miami Beach Health Facilities Authority mandated that the Administrative Pro- cedures adopted by the Authority be approved by the City Commission prior to their becoming effective. Attached are the procedures adopted by the Authority for consideration by the Commission. ADMINISTRATION RECOMMENDATION: The Administration recommends that the City Commission approve the Administrative Procedures adopted by the Health Facilities Authority. CBT:RJN:sw • 04 AGENDA )12_ ITEM DATE I 24 ' MIAMI BEACH HEALTH FACILITIES AUTHORITY ADMINISTRATIVE PROCEDURES MIAMI BEACH HEALTH FACILITIES AUTHORITY ADMINISTRATIVE PROCEDURES CHAPTER 1 GENERAL PROVISIONS Section 1 General Information The following is general information about the Miami Beach Health Facilities Authority : (1) The chief officers of the Authority are the Chairman, Vice Chairman, Secretary and Executive Director. (2) The mailing address of the Authority is the City Manager's Office, 1700 Convention Center Drive, Miami Beach, Fl. 33139. Section 2 Purpose, Function and Duties The Miami Beach Health Facilities Authority, herein referred to as the "Authority", was created by Ordinance no. 90-2701 of the City Commission of the City of Miami Beach, pursuant to the Health Facilities Law, Chapter 154, Part III, Florida Statutes, for the purpose of improving the commerce, welfare and prosperity of the citizens of Miami Beach and the improvement of their health and living conditions. With the aforementioned purpose in mind, the Authority plans to increase the availability of health related facilities for the residents of the City. To accomplish this purpose, the Authority encourages the construction, rehabilitation, expansion, renovation and improvement of health facilities. Section 3 Composition of the Board of the Authority The Authority shall be composed of five members appointed by the City Commission of the City of Miami Beach. The Authority shall annually elect a Chairman, Vice Chairman and a Secretary. Section 4 Definitions The definitions in Section 154.205 Florida Statutes and in Ordinance no. 90- 2701 of the City of Miami Beach are incorporated herein by reference. Additionally, unless their context clearly indicates a different definition, the following words and terms shall be defined as follows: (1) "Annual Fee" shall mean the annual fee payable to the Authority for each health facility project assisted with financing by the Authority. Page 2 (2) "Bond Counsel" shall mean a firm of attorneys nationally recognized as specializing in matters pertaining to the issuance of bonds by states and their political subdivisions. (3) "Business Day" shall mean any day of the week other than a Saturday, a Sunday, a day which is a legal holiday, or a day on which banking institutions are authorized or obligated by law or executive order to close in the State. (4) "Code" shall mean the Internal Revenue Code of 1986, as amended, and all rulings and regulations promulgated thereunder. (5) "Executive Director" shall mean the City Manager of the City of Miami Beach or his designee. (6) "Financial Advisor" shall mean an investment banking firm selected by the Authority to provide the Authority with financial advice. (7) "General Revenue Account" shall mean the account in which the Authority"s revenues have been deposited. Said account shall be an interest bearing account held by the Trust Department of a financial institution having offices within the City. (8) "Investment Grade" shall mean a rating, as determined by Moody's, S&P or other recognized rating agencies approved by the Authority, in any one of the four (4) highest classifications. (9) "Minimum Acceptable Rating" shall mean a long-term rating of a least Investment Grade as determined by Moody's, S&P or other recognized rating agencies approved by the Authority. (10) "Moody's" shall mean Moody's Investors Service, Inc. , a corporation organized and existing under the laws of the State of Delaware, its successors and assigns. (11) "Sophisticated Investor" shall mean an "accredited investor" as that term is defined under Section 230.501 (a) of Regulation D of the Securities and Exchange Commission, as amended from time to time, relating to the Securities Act of 1933, or such successor statute as shall be adopted. (12) "S&P" shall mean Standard and Poor's Corporation, a corporation organized and existing under the laws of the State of New York, its successors and assigns. (13) "Trustee" shall mean a financial institution with trust powers which acts in a fiduciary capacity for the benefit of the bondholders to enforce the terms of the bond contract. (14) "Underwriter/Underwriting Team" shall mean a dealer(s) who purchases new issues of municipal securities for resale. Page 3 Section 5 Authority Policies The Authority has adopted the following general policies: (1) Trustee It shall be the Authority's policy to appoint a Trustee annually or for a period not in excess of three years. The Authority shall select the Trustee through a request for proposal process and the Trustee will serve as Trustee on all bonds issued during the period of his appointment. The Trustee's fees are to be paid from the sale of the bonds or from other charges imposed on participants in the project. (2) Underwriter/Underwriting Team It shall not be the Authority's policy to select the Underwriter in its bond transactions. It shall be the responsibility of the person requesting the transaction to assemble the financing team for his project. (3) Financial Advisor It shall be the policy of the Authority to select a Financial Advisor through a request for proposal process for a term of three years. The Financial Advisor shall serve on all bond issues of the Authority during the term of the agreement and shall be compensated from the proceeds from the sale of bonds or other fees charged for a project. (4) City Staff The Authority shall utilize the services of City of Miami Beach officials and staff, as employees and agents of the Authority, to administer and develop its programs. The City Attorney shall serve as General Counsel to the Authority. The Authority shall reimburse the City for all services to the Authority by officials and staff of the City, and the Authority shall reimburse all other Authority related expenses of the City. (5) Authority Fees The Authority may charge fees for the inducement of, and the setting of public hearings for, a Health Facilities Project. The Authority may further charge fees for the undertaking of a project to be paid from the proceeds of the bonds issued for the project. (6) General Revenue Account The Authority shall maintain a General Revenue Account with a trust department of a banking institution with a branch located in Miami Beach, for the deposit of all Authority fees, annual administration fees and other sources of revenue of the Authority. (7) Check Requisition Any checks issued from the Authority's General Revenue Account shall be authorized by a requisition which must be signed by the Executive Director or the Assistant Director of the Authority and the Chairman or Vice Chairman of the Authority. All requisitions for funds from the General Revenue Account must contain supporting documentation showing the Authority's approval of the release of such funds. Page 4 (8) Bond Ratings All publicly offered bond financing for the Authority must be secured in a manner that will result in the bonds issued receiving a long-term rating of at least Investment Grade, which is the Minimum Acceptable Rating for Authority bond issues. (9) Use of Fees All fees to and income of the Authority may be used only for the lawful purposes of the Authority including, but not limited to, Health Facilities. (10) Bond Counsel It shall be the policy of the Authority to appoint a firm of attorneys specializing in the issuance of municipal bonds to represent the Authority in its projects. Said firm will be selected by the Authority for a period of three years upon prior recommendation of the City Attorney who shall request letters of interest from qualified firms. The fees of the Bond Counsel shall be paid from the proceeds of the bonds issued to finance Authority projects. (11) Annual Financial Report The Authority shall cause an examination to be performed of the financial statements of the Authority covering the operations of each trust indenture. The cost of such examination shall be defrayed by the annual fee charged to each project. CHAPTER 2 BONDING POLICIES Section 1 Acceptable Projects The authority has established that acceptable projects for its purposes mean any structure, facility, machinery, equipment, or other property suitable for use by a health facility in connection with its operations or proposed operations, including, without limitation real property therefore; a clinic, computer facility, dining hall, firefighting facility, fire prevention facility, food service and preparation facility, health care facility, long- term care facility, hospital interns residence, laboratory laundry maintenance facility, nurses' residence, nursing home, nursing school, office parking area, pharmacy recreational facility, research facility, storage facility utility or X-ray facility or any combination of the foregoing and other structures or facilities related thereto or required or useful for health care purposes the conducting of research or the operation of a health facility including facilities or structures essential or convenient for the orderly conduct of such health facility and other similar items necessary or convenient for the operation of a particular facility or structure in the manner for which its use is intended. "Project" shall not include such items as fuel supplies or other items which are customarily deemed to result in a current operating charge. Page 5 Section 2 Security of Bondholders Any bonds issued by the Authority are governed by a trust agreement. Such trust agreement or resolution providing for the issuance of such bonds may pledge or assign the fees, rents, charges or proceeds from the sale of any project or part thereof, insurance proceeds, condemnation awards, and other funds and revenues to be received therefor, and may provide for the mortgaging of any project or any part thereof as security for repayment of the bonds. Such trust agreement or resolution providing for the issuance of such bonds shall contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including covenants setting forth the duties of the Authority in relation to the acquisition of property and the construction, improvement, maintenance, repair, operation and insurance of the project or projects in connection with which such bonds shall have been authorized; the fees, rents and other charges to be fixed and collected; the sale of any project or part thereof, or other property; the terms and conditions for the issuance of additional bonds; and the custody, safeguarding, and application of all monies. It shall be lawful for any bank or trust company incorporated under the laws of the State of Florida which may act as depository of the proceeds of bonds, revenues or other money hereunder to furnish such indemnifying bonds or to pledge such securities as may be required by the Authority. Any such trust agreement or resolution shall set forth the rights and remedies of the bondholders and of the trustees and may restrict the individual right of action by bondholders. In addition to the foregoing, any such trust agreement or resolution may contain such other provisions as the Authority may deem reasonable and proper for the security of the bondholders. All expenses incurred in carrying out the provisions of such trust agreement or resolution may be treated as a part of the cost of the project or projects in connection with which bonds are issued or as an expense of administration of such projects, as the case may be. Section 3 Tax Exemption All bonds issued by the Authority will be in all respects for the benefit of the people of the City for the increase of their commerce, welfare and prosperity, and for the improvement of their health and living conditions, and, because the operation and maintenance of a project by a health facility will constitute the performance of an essential public function, neither the Authority nor a hospital institution shall be required to pay any taxes or assessments upon or in respect of a project or any property acquired by the Authority under the provisions of this Ordinance or upon the income therefrom, and any bonds issued under the provisions of this Ordinance, their transfer, and the income therefrom, including any profit made on the sale thereof, shall at all times be free from taxation of every kind by the State, the City and municipalities and other political subdivisions in the State, except that such income shall be subject to the tax imposed pursuant to the provisions of Chapter 220, Florida Statutes. Nothing in this section shall be construed as exempting from taxation or assessments the leasehold interest of any health facility organized for profit. If any project or any part thereof shall be occupied or operated by any health facility organized for profit pursuant to any contract or lease with the Page 6 Authority, the property interest created by such contract or lease shall be subject to taxation to the same extent as other privately owned property. Section 4 Department of Health and Rehabilitative Services Certificate of Need; Areawide Council Review (a) To the extent required by law and notwithstanding any provision to the contrary, before any project is approved by the Authority, the State Department of Health and Rehabilitative Services shall issue a certificate of need for such project, which shall be a condition precedent to the construction of the project. (b) The Authority shall request a review and comment from the Areawide Council before the issuance of refunding bonds is approved by the Authority. Comments received from the Areawide Council within thirty (30) days of request shall be considered by the Authority in making its decision. If such comment has not been received within thirty (30) days of request, the Authority may act as though the application was favorably considered by the Areawide Council. Section 5 Validation Bonds issued by the Authority shall, to the extent required by law, or otherwise may, at the option of the Authority, be validated in the manner prescribed by Chapter 75, Florida Statutes, as the same may be amended from time to time. Section 6 Approval by Commission The sale of bonds and notes authorized to be issued by the Authority shall be subject to the prior approval of the Commission. Section 7 Sale of Bonds All bonds sold by the Authority to the public shall be rated the Minimum Acceptable Rating. The Authority may issue bonds for private sale without an investment grade rating to a sophisticated investor under the following conditions: (1) The purchaser of privately placed bonds must sign a sophisticated investor letter addressed to the Authority stating, among other things, that the investor had made the decision to purchase the bonds based on his or her own independent investigation. (2) A statement shall appear on the face of the bond restricting the subsequent transfers of such bond to a sophisticated investor or such language shall be contained in the appropriate document restricting the Trustee or Bond Registrar in the authentication and registration of such bond. Page 7 (3) In the event the Developer is unable to pay debt service on the mortgage, the purchaser must accept a deed in lieu of foreclosure. Such statement shall appear in the proper document of the transaction. (4) The bonds must be sold in large denominations, of at least $100,000. If the issue size is less than $100,000, then there shall be only one bond issued. (5) An independent appraisal and underwriting has been conducted by a consultant selected by the Authority and paid for by the Developer, and all other requirements of this Section have been met. (6) The Authority shall not be a party to any offering document which may be promulgated, and the purchaser is to acknowledge in the sophisticated investor letter that the Authority and the Authority's counsel have not participated in the preparation of the offering document and shall not have any responsibility for the accuracy or completeness of the matters contained therein, and that the purchaser has conducted its own independent investigation regarding the accuracy and completeness of the matters contained therein. Section 8 Forms The Authority shall approve and adopt for its own purposes, forms relevant to any lawful activities of the Authority. The Authority's forms shall contain detailed procedures for the proper execution thereof, and said forms shall be utilized by all Mortgage Lenders doing business with the Authority. Section 9 Indemnification The Developer of a Health Facilities Project must indemnify the Authority for each transaction. CHAPTER 3 APPLICATION PROCEDURE AND FEES Section 1 Initial Application The Health Care Institution desiring the Authority to undertake financing of a project on its behalf will submit to the Authority an application which shall contain, at minimum: (1) The applicant's exact corporate name, address, telephone and telecopier number as well as names, addresses and telephone numbers of its principal operating officers. (2) The applicant's Articles of Incorporation and Bylaws. (3) The applicant's Certification of Good Standing from the Secretary of State. Page 8 (4) The applicant' s determination letter on the status as a 501(c)(3) organization under the Code (if applicable) . (5) If the applicant's project is for a new facility, the Certification of Need. (6) The applicant's audited financial statements for the last three years. (7) The applicant' s Initial Feasibility Study on the project. (8) The amount of the bond financing the applicant's desires. (9) An executed expense and indemnity agreement (see Attachment A). Along with these documents and the application form prescribed by the Authority, a non-refundable check for $4,000.00 should be submitted for the initial processing. If the application results in a financing, the application fee will be credited against the total Authority's fee. Section 2 Structuring the Financing Should the review of the documentation submitted with the application result in a favorable recommendation from the staff, the Authority may pass a resolution granting preliminary approval to the financing. Should this preliminary approval be granted, a series of meetings will be held with the Authority's staff, financial advisor and bond counsel and the applicant's staff, counsel, feasibility consultant, underwriter and underwriters counsel. At these meetings the Feasibility Study, Bond Resolutions and Documents and Official Statements are drafted and refined. When the Feasibility Study, Bond Documents and Preliminary Official Statement are in final form, the documents are distributed to members of the Authority for their review. Should the Authority continue to favor the financing, they will approve the bond resolution setting the terms of the issuance. Following the approval by the Authority, the City Commission must also approve the financing. Upon recommendation of the Bond Counsel, the City may, or may not, initiate validation proceeding on behalf of the Authority. Section 3 Bond Sale and Closing A. If the obligations are to be publicly sold, the issue must have been previously submitted to either Moody's or Standard and Poor's and have received a rating of at minimum, investment grade. If a credit enhancement is used to achieve this rating, the applicant must indicate the type and nature of the proposed credit or surety along with the name and telephone of a contact person at the appropriate institution. B. If the obligations are not rated or fail to achieve an investment grade rating, the bonds are to be privately placed. In the case of a private placement transaction, the applicant of such project shall, at closing, provide the Authority with an executed investment letter from the investor purchasing the obligations, substantially to the effect that Page 9 it: (1) is engaged in the business, among other things, of investing in tax exempt securities or is a sophisticated investor; (2) has made an independent investigation into the financial position and business condition of the applicant and therefore waives any right to receive such information from the Authority and relieves the Authority of any liability for failure to provide such information; (3) has received copies of the financing and security documents pursuant to which such obligations are issued and secured and has had the opportunity to review such documents to its satisfaction; and, (4) is purchasing such obligations for its own account, with the purpose of investment and not with a view toward distribution or resale thereof. C. The bond closing may be scheduled anytime after the authorization by the Authority and the City Commission have occurred, Whenever possible, execution of the bond documents shall be scheduled to occur immediately following the meetings at which the authorization is granted. The closing may take place at any location acceptable to the Authority. Payment of outstanding bond issuance expenses is to occur at closing. D. Following the sale of the bonds, the proceeds will be deposited with the trustee to be disbursed for the acquisition and/or construction of the project and other related costs. The trustee will provide reports as necessary. Section 4 Authority Fees A. The Authority's fee for undertaking a financing for a project will be $20,000 or 20 basis points of the principal ( .2%), whichever is greater. This fee will include the fee of the financial advisor and a reimbursement for staff time for the transaction. This fee does not include any out of pocket expenses which will be billed to the project separately. The costs to be paid at closing will be reduced by the application fee previously submitted. B. The applicant will be charged an annual fee for a financing which will be $4,000 or 4 basis points ( .04%) of the outstanding principal to provide payment for the amount charged by the trustee and the Accountants to the Authority on an existing trust indenture. Attachment A Expense and Indemnity Agreement Miami Beach Health Facilities Authority c/o City Manager's Office 1700 Convention Center Drive Miami Beach, Florida 33139 Gentlemen: The undersigned (the "Applicant") has requested the Miami Beach Health Facilities Authority to consider its application for the issuance of the bonds listed below (the "Bonds") for the benefit of the Applicant and, as an inducement to such consideration, hereby agrees with the Authority as follows: 1. Whether or not the Bonds are offered, sold or issued, the Applicant agrees to pay and be liable for, and to hold the Authority harmless against the payment of any and all expenses related to the bond issue, including, but not limited to; expenses, recording charges, printing expenses, postage and express charges, advertising charges, registration expenses and cusip charges, . The fees of the Authority's Bond Counsel, Financial Advisor, Staff and Legal Advisor shall be payable only if the Bonds are issued and delivered, but the Applicant shall in all events be liable for the payment of the disbursements and out-of-pocket expenses of such personnel. 2. Whether or not the Bonds are offered, issued or sold, the Applicant agrees to indemnify the Authority, each of its members, officers, agents, attorneys and employees against any and all claim and liability of whatever nature arising out of the Bond issue, including, without limitation, claims based on actual or alleged misrepresentation, fraud or other tortious conduct or breach of contractual relationships, whether predicated on Federal or State statutes, common law, principles of equity or otherwise, excepting only claims based upon willful misfeasance or non-feasance. In furtherance of the foregoing, the Applicant agrees to pay any and all Attorney's fees and court costs incurred in the defense of any of the claims hereinabove enumerated upon the Authority's written demand thereof. It is further understood and agreed that the Authority or any of the persons hereinabove indemnified shall be entitled to retain counsel acceptable to both parties to defend any such claim, but that neither party will enter into any settlement of such claim without prior written approval from the Applicant. 3. This Agreement shall service the closing of the Bond issue and shall not merge into or be superceded by any other Agreement other than by a written amendment hereto specifically denominated as such and executed by the Authority and the Applicant. Dated: Applicant By: Title Description of Bonds: Accepted and agreed to as of the date written above Miami Beach Health Facilities Authority By: Chairman ORIGINAL RESOLUTION NO. 9:-20393 Approving the administrative procedures adopted by the City of Miami Beach Health Facilities Authority as required by Ordinance Number 90-2701.