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HomeMy WebLinkAboutR-01-1124J 0 I- 9 6 9 CITY COMMISSION MEETING OAF OCT 2.5 H1 Resolution leo. L—Iji2 RESOLUTION NO. 01-112 4- A RESOLUTION, WITH ATTACHMENTS, APPROVING FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, A BOND FINANCING OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY ON BEHALF OF MERCY HOSPITAL, INC., IN A PRINCIPAL AMOUNT NOT EXCEEDING $35,000,000 FOR THE CONSTRUCTION OF A NEW AMBULATORY CARE CENTER, THE CONSTURCTION OF A NEW PARKING FACILITY AND MISCELLANEOUS RENOVATIONS, IMPROVEMENTS AND EQUIPMENT ACQUISITIONS, ALL TO BE LOCATED ON THE EXISTING MERCY HOSPITAL MAIN CAMPUS; AND THE FUNDING OF A DEBT SERVICE RESERVE FUND AND PAYING COSTS OF ISSUANCE OF THE BONDS; APPROVING THE MINUTES OF THE PUBLIC HEARING HELD BY THE AUTHORITY PURSUANT TO SAID SECTION 147(f) OF THE CODE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida Health Facilities Authority (the "Authority") was created by Resolution No. 79-93, adopted on February 22, 1979 by the City Commission of the City of Miami, Florida (the "Commission"), as amended, all pursuant to the Florida Health Facilities Authorities Law, Chapter 154, Part III, Florida Statutes; and WHEREAS, on October 2, 2001 the Authority held a public hearing, notice of which hearing was published on September 15, 2001 in The Miami Herald (a copy of which notice is attached hereto as Exhibit A and incorporated herein), for the purpose of giving all interested persons an opportunity to express their views, either orally or in writing, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), in connection with a plan of financing on behalf of Mercy Hospital, Inc., providing for the issuance of the Authority's bonds (the "Series 2001 Bonds") in a principal amount not to exceed $35,000,000, for (1) the construction of a new four-story Ambulatory Care Center, consisting of approximately 90,000 i M 7988 r� • square feet and including an ambulatory surgery center with eight operating rooms, a diagnostic services and women's center, a stat lab and nuclear cardiology services; (2) the construction of a new five -story parking facility consisting of approximately 786 parking spaces; (3) miscellaneous construction renovation, improvements and equipment acquisitions; (4) funding a debt service reserve fund with respect to the Series 2001 Bonds; and (S) paying costs of issuance with respect to the Series 2001 Bonds. The facilities financed with the proceeds of the Series 2001 Bonds will be owned and/or operated by the Hospital and will be located on the Hospital's main hospital campus at 3663 South Miami Avenue, Miami, Florida 33133; and WHEREAS, after reviewing a copy of the minutes of the Authority's public hearing held on October 2, 2001 in respect of the financing, a copy of which minutes is attached hereto as Exhibit B and incorporated herein, the Commission desires to approve the financing for the purpose of complying with Section 147(f) of the Code; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The execution and delivery of the financing documents and the Authority's Series 2001 Bonds, described in the Authority's authorizing resolution, is hereby in all respects approved for purposes of Section 147(f) of the Code. Section 3. The Commission hereby approves the minutes of the public hearing held on October 2, 2001 by the Authority with respect to the financing, in accordance with Section 147(f) of the Code, the transcript of which minutes was presented at this meeting. 7988 2 • • Section 4. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 2 5 thday of October, 2001. (SEAL) JOE CAROLLO, MAYOR ATTEST: In accordance with Miami Code Sec. 2.36, since the Mayor did not Indicate approved of this legislation by signing it in the designated pla provided, said legi©lafion now becomes effective with the elapse f ten (10) days m the dat f Commis mon without the May r exercis o. WALTER J. FOEMAN CITY CLERK 7988 3 r j .ii. -" I .IZ 2 4 ' • S EXHIBIT A PROOF OF PUBLICATION OF NOTICE OF HEARING She farm fremt) d Nueva Nepold wwwherald.com www.elheraid.com IMLISHSD DAILY n� MIAMI, FLORIDA C773 m STATE OF FLORIDA COUNTY OF DARE �- -- Before the undersigned authority personally appeared: z Jane Flares who on oath says that she is Account Representative of The Miami Herald, a daily newspaper published at Miami in Dade County, Florida; that the advertisement for City of Miami appeared in said newspaper in the issues of: The Miami Herald, September 15th, page 5, job # 529319501, ad # 05862 Affiant further says that the said 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. � LuA 1 a` Sworn to and subscribed before me This 1-1 day of .Se_e , 2001 H, �ANIEI� • ,� e„ro sINVN" L� Li CITY OF MIAMI TOM NOTICE NOTICE OF PUBLIC HEARING REGARDING TIM PROPOSED ISSUANCE OF NOT WEEDING $,000,040 CITY OF MIAMk .FLORIDA HEALTH FACILITIES AUTHORITY HEALTH FACILITIES REVENUE BONDS, PEWY HOSPITAL PROJECT) SERBS 2001 Plate take notice that the CAN of Mlafni, Florida HOWM Faalltes Authority (Me'Authodty') wll hold ■ public howIrq to corrunance at 5A0 p ns, on October 2.2001, at the City of MWni Adnuniwlr Building, 444 S.W. 2nd Avenue. Conference froom. 6th Floor, MWN, Fundi 93130 mpardirq 0% proposed issuance of the Aulho *% HesM Fadlfier Revenue Gonds (MwW Hoepttil Projeeq, Wee 2001 In an aggregate principal amotxht not to ercMd xl5,000AM, the lei of which bonds will bo used to provide for • plan of financing to provide Axle tQ Marg Hocc*W. lnc. tthe 44cephtsll) for the pwpoeea of lUwfdng, fWancing arWor raim6x ig to Host tel far all ora porth of the taste of (tt the oonat mWi of e new (phxy" Ambttatoty Care Center to be located on the Hospib l% main Iepifil owr4K* consofng of approeimstely, 90.000 square Met vt4 i KWIng en ambulatory sin xegery ter with ai'pht opermirg rooms, a dieWm ac servion and women's cenW. a stat lab and nuclearcv+didogy awvfcom (2) the conspuction of a new five-starlr mWng facility consistkhg of a0maimetely 7W parking sWAO to be located on the Hos W's main hospital oarnptn; (3) in"ollarmam consirwtion renovation. WW equipment sc"Wid" and k%vAl tr;on g the HmpiW@ awnaer hospital npus: (4) fundbV a dero en debt s�c mmm fund with mpect to ft Salus 20011 An - As: and (6)pe 1 caste of isaxlna with m4pW to the Series 2001 GOWI . The foo fees bnanoed with Oho Wooeeds of the Series 2001 Ilonde w* los owned antro► opvsted by aha HosphW end WR be located on the Hospigrs mein hosplW CWVus at 3693 South Mien Avenue. Mlsmi, Florida 3313. The Bente shah fres be a dmK fsbillty or obit sdon of the Authefflyr or the City of MISMI or of the n to of Flodds or at any political subdinhlon Merrdr but elan be payable satyr from rrwnws deflved from op melon of tla Hoepitat or from seaway pm Wed by lfte Mosphsi.The Audoflttf hm no teeing potrar. A transcript of the proceradingr of this heerhq will be prepared by the Au0xwfty. Any person wishing to cofmi'wn In writing an this project should do so within 14 days after the date of publication of ibis notice, to C*j of Miami, Florids, Health Facbdea Auuwnty. 444 SW 2nd Avenue. Sulte GM, Miens. Florida 33190, Attention; Flnanee Nsic r In accordatrhoe wRh to Amvw:w%s wash Ohss"b" Act of 1990. the needs of person$ nlquov" Special WX*TdV odatlons (h Wft Of vtauelM ftWrod) shell be met if tM Authority is notilled ae seat 49 hour* prier to tthe pubGe f+eerMhq by axheactinp the FWW4* Olffe• at alfa addMM noted above. City of Miami, Florida Health FmdAtse AutMerity Ad no. 00802 (9 EXHIBIT 13 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY MINUTES OF TEFRA HEARING REGARDING THE PROPOSED ISSUANCE OF NOT EXCEEDING $35,000,000 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY HEALTH FACILITIES REVENUE BONDS, (MERCY HOSPITAL PROJECT) SERIES 2001 October 2, 2001 CHAIR: We will now conduct the public hearing on the proposed financing of the cost of a project to be located in the City of Miami, Miami -Dade County, Florida, on behalf of Mercy Hospital, Inc.. This public hearing is being conducted pursuant to the requirements of the Federal Tax Equity and Fiscal Responsibility Act of 1982, as amended by the Tax Reform Act of 1986, together referred to for purposes of this hearing as TEFRA and embodied in Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"). TEFRA requires that in order for the interest on 501(c)(3) hospital revenue bonds, to be exempt from federal income tax, such bonds and the projects which they will finance must be approved by either a voter referendum or by an applicable elected body or person alter a public hearing following reasonable public notice. A transcript of the testimony given at this hearing will be provided to the City Commission of the City of Miami at a regular meeting of the Commission, at which time the Commission will, for purposes of Section 147(f) of the Code, approve or disapprove the financing to be undertaken by the Authority for the benefit and on behalf of Mercy Hospital, Inc. It should be noted that the proceedings of this public: hearing are being recorded and will be maintained as a permanent record. Will the Secretary, Mr. Chircut, please introduce the required notice of public hearing. MR. CHIRCUT: The Notice of Public Hearing was published in The Miami Herald on September 15, 2001, advising that the Authority would hold a public hearing on October 2, 2001, at 5:00 p.m., at the City of Miami Administration Building on the proposed financing to be undertaken by the Authority for the benefit and on behalf of Mercy Hospital. J1 1 Library: Mismi;23076.00015; Do61 nad M; 7986v1 CHAIR: We will now commence the public hearing. The hearing; will be conducted in the following format: First, Counsel will provide a brief synopsis of the proposed financing and the project. Second, testimony from anyone desiring to speak or submit written testimony on the proposed project will be heard. Anyone wishing to speak or submit written testimony should give his or her name and address for the record. Will Counsel please introduce the project for consideration. BOND COUNSEL: The proposed project consists of a bond financing not exceeding $35,000,000, the proceeds of which will be used to loan funds to Mercy Hospital for the costs of (1) the construction of a new four-story Ambulatory Care Center to be located on the Hospital's main hospital campus, consisting of approximately 90,000 square feet and including an ambulatory surgery center with eight operating rooms, a diagnostic services and women's center, a stat lab and nuclear cardiology services; (2) the construction of a new five -story parking; facility consisting of approximately 786 parking spaces to be located on the Hospital's main hospital campus; (3) miscellaneous construction renovation, improvements and equipment acquisitions and installation at the Hospital's main hospital campus; (4) funding a debt service reserve fund with respect to the Bonds; and (5) paying costs of issuance with respect to the Bonds. The facilities financed with the proceeds of the Bonds will be owned and/or operated by the Hospital and will be located on the Hospital's main hospital campus at 3663 South Miami Avenue, Miami, Florida 33133. Any final approval of the Authority is conditioned upon the Authority's approval of the plan of financing and approval of the financing documents. CHAIR: Testimony will now be heard by anyone desiring to speak on the proposed Project. The record reflects that Jerry Mashburn, Senior Vice President and Chief Financial Officer of Mercy Hospital and Lew Fishman, Counsel to Mercy Hospital, are in attendance to answer any questions. Is there anyone who wishes to speak or file written testimony on this matter? CHAIR: Let the record reflect that no one appeared to offer oral or written testimony. This concludes the public hearing scheduled for today. Secretary Library: Miami=76.00M; Document M: 79860 2 Y.24: r MINUTES OF THE MEETING OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY OCTOBER 16, 2001 A meeting of the City of Miami, Florida Health Facilities Authority was held at 6:30 P.M. on Tuesday, October 16, 2001 at Mercy Hospital, conference center, 3663 South Miami Avenue, Miami, Florida 33133. Members Present: Dr. Rosie Molina; Deana Lee Ponso; Rudy Moise; Marcelino Feal Members Absent: None Staff and Pro- fessionals Present: Seepersaud (Pete) Chircut, Secretary; G. Miriam Maer, Assistant City Attorney; Kenneth M. Myers, Squire, Sanders & Dempsey L.L.P., Local Bond Counsel; Jerry Mashburn, Senior Vice President and Chief Financial Officer of Mercy Hospital; Lew Fishman, Counsel to Mercy Hospital Bond Counsel advised that, since the Authority has not met in over a year and new appointments to the Authority had been made, the first order of business should be to elect a Chair, a Vice Chair, a Secretary and an Assistant Secretary. Upon motions made, seconded and passed, the following persons were elected to the following designated offices: Chair: Deana Lee Ponso Vice Chair: Rudy Moise Secretary: Pete Chircut Assistant Secretary: Diana Gomez Library: Miami; Document #: 80100 1 x_44 The Chair stated that the purpose of this meeting is to consider a proposed financing on behalf of Mercy Hospital. A public hearing was held on the financing on October 2, 2001 in accordance with the requirements of the Federal Tax Equity and Fiscal Responsibility Act of 1982, as amended, commonly known as "TEFRA." Attached to the Minutes as Exhibit I is the transcript of said TEFRA public hearing. The Chair introduced to Authority members the following resolution for their consideration: A RESOLUTION OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $35,000,000 HEALTH FACILITIES REVENUE BONDS (MERCY HOSPITAL PROJECT), SERIES 2001, OF THE AUTHORITY, THE PROCEEDS OF WHICH WILL BE LOANED TO MERCY HOSPITAL, INC. TO FINANCE THE COST OF THE ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF CERTAIN HEALTH CARE FACILITIES OF THE HOSPITAL; APPROVING THE FORMS OF BOND INDENTURE AND LOAN AGREEMENT; AUTHORIZING A NEGOTIATED PRIVATE PLACEMENT OF THE BONDS; REQUESTING APPROVAL BY THE CITY IN CONNECTION WITH SUCH BONDS; DELEGATING TO THE CHAIR OR VICE CHAIR THE AUTHORITY TO EXECUTE A BOND PURCHASE AGREEMENT WITH CERTAIN CONDITIONS; DESIGNATING THE BOND TRUSTEE; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY, as follows: SECTION 1. FINDINGS AND RECITALS. (a) The City of Miami, Florida Health Facilities Authority (the "Authority"), a public body corporate and politic and a public instrumentality created by the City Commission of the City of Miami, Florida, pursuant to the provisions of Chapter 154, Part III, Florida Statutes, and granted by Chapter 154, Part III, Florida Statutes, and Chapter 159, Part II, Florida Statutes (herein collectively referred to as the "Act"), the power to issue revenue bonds for the purpose of assisting health facilities within the City in the acquisition, construction, financing and refinancing of the facilities and structures determined to be needed in order that the citizens and inhabitants of the City have access to adequate medical care and health facilities. (b) Pursuant to the Act, the Authority is authorized to issue bonds for the purpose of providing funds to pay all or any part of the cost of any project, to issue refunding Library: Miami; Document #: 8OtOv3 bonds, and to make and execute loan agreements, leases, contracts, deeds, mortgages, notes and other instruments and to secure the payment of such bonds or any part thereof by a pledge or assignment of the fees, rents, charges or proceeds from the operation of the project. (c) Mercy Hospital, Inc. (the "Hospital'), a Florida not-for-profit corporation and a "health facility" within the meaning of the Act, has requested the Authority to assist in the financing of the costs of the acquisition, construction and equipping of certain health care facilities which are or will be owned, operated and managed by the Hospital (the "Project"). (d) The Authority has determined to issue the Bonds for the purpose of providing funds to finance all or a part of the cost of the Project and to enter into a Bond Indenture, to be dated as of October 1, 2001 (the `Bond Indenture"), with Chase Manhattan Trust Company National Association, as trustee (the "Trustee"), in order to secure payment of the Bonds. (e) Simultaneously with the execution and delivery of the Bond Indenture, the Authority will loan the proceeds of the Bonds to the Hospital pursuant to a Loan Agreement, to be dated as of October 1, 2001 (the "Loan Agreement"), between the Authority and the Hospital, pursuant to which the Hospital agrees to pay to the Authority revenues sufficient to pay principal, redemption premium, if any, and interest on the Bonds, when due. (f) The Hospital is financially responsible and fully capable and willing to fulfill its obligations under the Loan Agreement, including the obligations to make payments in the amounts and at the times required; to operate, repair and maintain at its own expense the Project; and to serve the purposes of the Act and such other responsibilities as may be imposed under the Loan Agreement. (g) The City will be able to cope satisfactorily with the impact of the Project and will be able to provide or cause to be provided when needed the public facilities, including utilities and public services that will be necessary for the Project. (h) To further secure the loan made to the Hospital, the Hospital will deliver its Master Note No. 9 (the "Note") to the Authority under the terms of the Bond Indenture and the Loan Agreement to evidence the loan from the Authority to the Hospital. The Note will be issued under a Master Indenture entered into between the Hospital and First Union National Bank of Florida, N.A. (formerly Southeast Bank, N.A.), as Master Trustee, dated as of August 1, 1988 (the "Master Indenture"), as supplemented by Supplemental Indenture Number Six to the Master Indenture, to be dated as of October 1, 2001 ("Supplement No. 6"). (i) Pursuant to the Loan Agreement, the Bond Indenture, the Master Indenture and Supplement No. 6, adequate provision has been made for the operation, repair and maintenance of the Project and for the payment of the principal of and the interest on the Bonds. 0) It is found and determined that the purposes of the Act will be served and that the people of the City and of the State of Florida will be benefitted by the undertaking of the financing of the Project. Library: Miami; Document #: 80100 a (k) Pursuant to Section 218.385, Florida Statutes, it is hereby found and determined that a negotiated private placement rather than a public sale by competitive bid is in the best interest of the Authority and the Hospital due to (a) the complex nature of the financing which needs detailed analysis, structuring and explanation through the course of the issue by sophisticated investment bankers experienced in these types of issues, and (b) the fact that the Bonds will be privately placed with institutional investors. (1) Pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the issuance of the Bonds is required to be approved by the City after a public hearing duly called and convened pursuant to law. (m) The Authority, on October 2, 2001, duly held and convened a public hearing pursuant to Section 147(f) of the Code after reasonable notice, a proof of publication of which is attached hereto as Exhibit A, at which all members of the public were afforded reasonable opportunity to be heard on all matters pertaining to the location and nature of the Project and the issuance of the Bonds. (n) It is in the best interests of the Authority to establish certain conditions to be achieved as a prerequisite to the issuance of the Bonds and the presentation to the Authority of a proposal to purchase the Bonds from Merrill Lynch Portfolio Management (the "Purchaser"). SECTION 2. AUTHORIZATION OF BONDS. An amount not to exceed $35,000,000 Health Facilities Revenue Bonds (Mercy Hospital Project), Series 2001 (the "Bonds"), such amount to be determined by supplemental action of the Chair or Vice Chair, as hereinbelow set forth, prior to the issuance of the Bonds, is hereby authorized to be issued. The Bonds shall be substantially in the form, and shall be issued in accordance with the terms of the Bond Indenture, the form of which is attached hereto as Exhibit B. The Bonds may be issued in one or more series at one or more times, and if issued in more than one series, shall bear a designation to distinguish each series from the other, such designation to be set forth in the Bond Indenture. Additionally, the Chair or Vice Chair is hereby delegated the authority to approve the use of derivative financial products in conjunction with the issuance of the Bonds, if so requested by the Hospital, all as to be set forth in the Bond Indenture. SECTION 3. SECURITY FOR BONDS. The principal of, premium, if any, and interest on the Bonds shall be secured, to the extent provided in the Bond Indenture herein authorized, by payments to be received by the Authority under the Note and such additional security as shall be provided in accordance with the provisions of the Bond Indenture. The Bonds shall not be or constitute general obligations or indebtedness of the Authority, the City or the State of Florida or any other political subdivision, instrumentality or agency thereof, within the meaning of Article VII, Section 12 of the Constitution of the State of Florida, or otherwise, but shall be payable solely from the aforesaid special funds. The form of Bond Indenture is attached hereto as Exhibit B. The form of Loan Agreement is attached hereto as Exhibit C. SECTION 4. APPROVAL OF BOND INDENTURE. The form of Bond Indenture, attached hereto as Exhibit B and made a part hereof, with such changes, corrections, insertions and deletions as may be approved by the Chair or Vice Chair and the Secretary or any Assistant Secretary of the Authority, such approval to be evidenced by their execution thereof, are hereby Library: Miami; Document C 80100 approved and authorized, and the Chair or Vice Chair is hereby authorized to execute, and the Secretary or any Assistant Secretary is hereby authorized to attest, under the official seal of the Authority, the Bond Indenture and to deliver the Bond Indenture to the Trustee, all of the provisions of which, when executed by Trustee shall be deemed to be a part of this resolution. SECTION 5. APPROVAL OF LOAN AGREEMENT. The form of Loan Agreement, attached hereto as Exhibit C and made a part hereof, with such changes, corrections, insertions and deletions as may be approved by the Chair or Vice Chair and the Secretary or any Assistant Secretary of the Authority, such approval to be evidenced by their execution thereof, are hereby approved and authorized, and the Chair or Vice Chair is hereby authorized to execute, and the Secretary or any Assistant Secretary is hereby authorized to attest, under the official seal of the Authority, the Loan Agreement and to deliver the Loan Agreement to the Hospital, all of the provisions of which, when executed by the Hospital, shall be deemed to be a part of this resolution. SECTION 6. AUTHORIZATION OF THE BONDS; DELEGATION OF AUTHORITY TO EXECUTE BOND PURCHASE AGREEMENT; CONDITIONS TO EXERCISE OF AUTHORITY. Subject to the following conditions the Authority hereby authorizes the issuance of the Bonds in accordance with the terms hereof. The Chair or Vice Chair is authorized to execute a Bond Purchase Agreement on behalf of the Authority, and to deliver an executed copy to the Purchaser, subject to the following conditions: A. The aggregate principal amount (par value at the time of issuance) of Bonds sold shall not exceed $35,000,000. B. The form of Bond Purchase Agreement shall be approved by the Chair or Vice Chair of the Authority, counsel to the Authority and bond counsel. C. The purchase price for the Bonds, exclusive of accrued interest (and without regard to Original Issue Discount, if any), shall not be less than 98% of the aggregate principal amount of the Bonds sold. D. The true interest cost rate for the Bonds, based upon their award to the Purchaser, shall not exceed eight (8) percent. E. Prior to award of the Bonds to the Purchaser, the Authority shall receive from the Purchaser a disclosure and truth -in -bonding statement as required by Section 218.385(6), Florida Statutes. SECTION 7. DESIGNATION OF BOND TRUSTEE. Chase Manhattan Trust Company National Association, is hereby designated as Trustee in connection with the Bonds. SECTION 8. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this resolution, the execution and delivery of the Bond Indenture and the Loan Agreement required by the Constitution or other laws of the State to happen, exist, and be performed precedent to the delivery hereof, and precedent to the issuance and delivery of the Bonds, the Bond Indenture, and the Loan Agreement exist, have happened and have been performed as so required. Library: Miami, Document #: 80100 ,r, ;� 5 11124, SECTION 9. GENERAL AUTHORITY. The Chair and Vice Chair, the Secretary, Assistant Secretaries and members of the governing body of the Authority, its staff, attorneys and other employees and agents are hereby authorized to do all acts and things which are desirable and consistent with the requirements hereof or of the Bonds, the Bond Indenture, and the Loan Agreement for the full and complete performance of all the terms, covenants and agreements contained herein or therein including execution of the Bonds, the reporting form to the Internal Revenue Service, the tax regulatory agreement and each other documents and certificates necessary for delivery of the Bonds to the Purchaser. SECTION 10. RESOLUTION SHALL CONSTITUTE A CONTRACT. The Authority covenants and agrees that this resolution shall constitute a contract between the Authority and the holders from time to time of the Bonds, and the covenants set forth herein and in the Bonds, the Bond Indenture, and the Loan Agreement to be performed by the Authority shall be for the equal and ratable benefit and security of the holders from time to time of the Bonds issued under the Bond Indenture, as supplemented, without priority as to lien or otherwise of any of the obligations over any other of the obligations. SECTION 11. SEVERABILITY. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements and provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued under the Bond Indenture. SECTION 12. REPEALING CLAUSE. All resolutions or parts thereof in conflict with the provisions herein contained, are to the extent that such conflict, hereby superseded and repealed. SECTION 13, ELECTION AS TO REBATE. Prior to the delivery of the Bonds, the Chair of the Authority upon the advice and consent of the Hospital, is authorized to make or effect any election, selection, choice, consent, approval, or waiver on behalf of the Authority with respect to the Bonds as the Authority is permitted or required to make or give under the Code, for the purpose of assuring, enhancing or protecting favorable tax treatment of the Bonds or assuring compliance with requirements for the purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or payments, as determined by the Chair or Vice Chair. SECTION 14. CITY APPROVAL REQUESTED. The Secretary of the Authority is hereby requested to forward a certified copy of this resolution, including the Exhibits thereto, to the City and, pursuant to Section 147(f) of the Code and the Act, request that the City approve the issuance of the Bonds. was adopted by the following vote: Ayes: Library: Miami; Document 0: 80100 6 4 Noes: none No further business was before the meeting, and thereupon the meeting was adjourned. STATE OF FLORIDA } ) SS: COUNTY OF MIAMI-DADE ) I, Seepersaud Chircut, Secretary of the City of Miami, Florida Health Facilities Authority, DO HEREBY CERTIFY that the above foregoing is a true and correct account of the minutes of the Authority meeting held on October 16, 2001. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 16th day of October, 2001. (SEAL) Libmry: Miami; Document #: 80100 By: ��� _2=='_ etary 7 -11.214 r14 EXHIBIT A PROOF OF PUBLICATION OF NOTICE OF HEARING Zhe demi Werala N NUM HOPOW www.heraid.com wwwetheraid.com EMLISH42 DAILY MIAMI, FLORIDA ��.. N STATE OF FLORIDA — r -r COUNTY OF DADE Before the undersigned authority personally appeared: '' > — Jane Florea who on oath says that she is Account Representative of The Miami Herald, a daily newspaper published at Miami in Dade County, Florida, that the advertisement for City of Miami appeared in said newspaper in the Issues of: The Miami Herald, September 15th, page 5, job # 529319501, ad # 05862 Affiant further says that the said 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. Sworn to and subscribed before me This 11 day of Ski✓ .2001 r� Z -1/f H/.I�a1NlIh�I+Ie�golw 7n sny OC g7m y Der27, 2W4 NOWPubftV CITY OF MIAMI Tsm NOTICE NOTICE OF PUBLIC HEARING REGARDING THE PROPOSED ISSUANCE OF NOT EXCEEDING $35j000e000 CITY OF WAMk FLORIDA HEALTH FACILITIES AUTHORITY HEALTH FACILITIES REVENUE BONDS, "MY HOSPITAL PROJEC11 SERF 2001 Flossie take notice that the Gty of Miami, Florida Heailh Focilltles Authority idle "Aulhorlt l will hold a pubfie hearing to oomrnenoe at 5.00 p.m. on October 2,20M. at the City of MW N Administration Buiding, 444 S.W. 2nd Avarua, Conference Roam, dth Floor, Miami, Florida 33130 mwdrig the proposed isewnco of the Auth0 ty's Health Facrtities Revenue bonds (Mercy Hospital Projocq. Sofia 2041 in an appre"o principal amount not to exceed $W.000bW. the procoode of which bands wig be wood to provide for a plan of fwtenaing to provide hinds to Marcy Hospital. Inc. (the 'Hospit i l for the purposes of finer OM9. mfirlw4ng and/or reimfxldN the HWU W all of a portion of the coots of (1) the eorwoictlon of a new fawrstory Ambulatory Care Center to be located an the lloapitaps main hospital campus, tons*" of appraWmately 90,000 square het and including an ambulatory sirpory canter with e' t operating rooms, a diepnoWt services and women's center, a stat lab ttn4 nut:br rxrdidogy aervicea; (rj the oortouction of a new free -story parkirhg WIRY conslsting of approximately 766 per" spaces to be ioeated an me Hospitafs main hospital campus: (3) miscelleneaus Construction ranovatlon, Improvements and equipment acquisitors and insuiletion at the Hospitart main hospital moVue; (4} finding a debt service reserve hind with reaped to the Series 2001 fjords. and (5) paying costs of isswnce with ref pec1 b Vo Serlea 2001 Bonds. The faMbes fFnanoed with the proceeds of the Series 2001 Bonds will be owned arWor otsented by Iris HOW* end will be looeted on tfte Hospital's main hospital campus at 3663 South Miami Avenue, Miami, Ftorlda 33133. The Sonde shell net be a debb Nobility or obligation of 1Ne Autlimft , or the City W AramI or of the SlMe of Florida or of any political subdWdilon thersaf, but shell be poyobh so" frons revenues dertvod Iran: aperedon of tin Hoepitef or from mmwtly provided by tie f 4plial. The Authority hp no hating power. A transcript of the proeoedings of tris hearing will be prepared by the Authority. Any person wishing to Comment in writing an suis project should do so within 14 days after the date of publicallon of this notice, to CAV of Miami, Florida, Hoshh FaeiMl s Auilwrity. 444 SW 2n4 Avenue, Suite 06, Miami. Florida 37130, Attention; Finance 0",M. in accordarhoe with the Antenc ans with Chabiiitias Act at 1490, the needs oiparsans mqu"bV special rwoommodalions (hoarfng of vtsueiy IMP11iredj shall be net it IN Authority Is riotifled at inset 48 hour4' WW to the p>biic hearing by contadng the Finance 011ie• at the Address noted above Gly of Miami, Florida Health Facitrties Authorily Ad no. ObaN (9 - - - I A 6) :4 1.44 EXHIBIT 1 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY MINUTES OF TEFRA HEARING REGARDING THE PROPOSED ISSUANCE OF NOT EXCEEDING $35,000,000 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY HEALTH FACILITIES REVENUE BONDS, (MERCY HOSPITAL PROJECT) SERIES 2001 October 2, 2001 CHAIR: We will now conduct the public hearing on the proposed financing of the cost of a project to be located in the City of Miami, Miami -Dade County, Florida, on behalf of Mercy Hospital, Inc.. This public hearing is being conducted pursuant to the requirements of the Federal Tax Equity and Fiscal Responsibility Act of 1982, as amended by the Tax Reform Act of 1986, together referred to for purposes of this hearing as TEFRA and embodied in Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"). TEFRA requires that in order for the interest on 501(c)(3) hospital revenue bonds, to be exempt from federal income tax, such bonds and the projects which they will finance must be approved by either a voter referendum or by an applicable elected body or person after a public hearing following reasonable public notice. A transcript of the testimony given at this hearing will be provided to the City Commission of the City of Miami at a regular meeting of the Commission, at which time the Commission will, for purposes of Section 147(f) of the Code, approve or disapprove the financing to be undertaken by the Authority for the benefit and on behalf of Mercy Hospital, Inc. It should be noted that the proceedings of this public hearing are being recorded and will be maintained as a permanent record. Will the Secretary, Mr. Chircut, please introduce the required notice of public hearing. MR. CHIRCUT: The Notice of Public Hearing was published in The Miami Herald on September 15, 2001, advising that the Authority would hold a public hearing on October 2, 2001, at 5:00 p.m., at the City of Miami Administration Building on the proposed financing to be undertaken by the Authority for the benefit and on behalf of Mercy Hospital. Library: Miami;23076.00015; Document N: 7986vi U i r I 12 4 CHAIR: We will now commence the public hearing. The hearing will be conducted in the following format: First, Counsel will provide a brief synopsis of the proposed financing and the project. Second, testimony from anyone desiring to speak or submit written testimony on the proposed project will be heard. Anyone wishing to speak or submit written testimony should give his or her name and address for the record. Will Counsel please introduce the project for consideration. BOND COUNSEL: The proposed project consists of a bond financing not exceeding $35,000,000, the proceeds of which will be used to loan funds to Mercy Hospital for the costs of (1) the construction of a new four-story Ambulatory Care Center to be located on the Hospital's main hospital campus, consisting of approximately 90,000 square feet and including an ambulatory surgery center with eight operating rooms, a diagnostic services and women's center, a stat lab and nuclear cardiology services; (2) the construction of a new five -story parking facility consisting of approximately 786 parking spaces to be located on the Hospital's main hospital campus; (3) miscellaneous construction renovation, improvements and equipment acquisitions and installation at the Hospital's main hospital campus; (4) funding a debt service reserve fund with respect to the Bonds; and (5) paying costs of issuance with respect to the Bonds. The facilities financed with the proceeds of the Bonds will be owned and/or operated by the Hospital and will be located on the Hospital's main hospital campus at 3663 South Miami Avenue, Miami, Florida 33133. Any fmal approval of the Authority is conditioned upon the Authority's approval of the plan of financing and approval of the financing documents. CHAIR: Testimony will now be heard by anyone desiring to speak on the proposed Project. The record reflects that Jerry Mashburn, Senior Vice President and Chief Financial Officer of Mercy Hospital and Lew Fishman, Counsel to Mercy Hospital, are in attendance to answer any questions. Is there anyone who wishes to speak or file written testimony on this matter? CHAIR: Let the record reflect that no one appeared to offer oral or written testimony. This concludes the public hearing scheduled for today. Secretary Library: Miamia3076.00015; Document N: 7996v1 2 Exhibits B and C to the Authority Resolution, the Bond Indenture and