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HomeMy WebLinkAboutR-98-0855J-98-945 9/1/98 RESOLUTION NO. J A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENT(S) APPROVING ISSUANCE OF NOT TO EXCEED $28,000,000 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY, HEALTH FACILITIES REVENUE REFUNDING BONDS (MERCY HOSPITAL PROJECT), SERIES 1998, PURSUANT TO SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida (the "City") is a municipal corporation created and existing under the laws of the State of Florida; and WHEREAS, the City of Miami, Florida Health Facilities Authority (the "Authority") is a public body corporate and politic, and a public instrumentality created by the City Commission of the City; and WHEREAS, pursuant to the provisions of Chapter 154, Part III, Florida Statutes, and Chapter 154, Part III, Florida Statutes, and Chapter 159, Part II, Florida Statutes (herein collectively referred to as the "Act"), the City is granted 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 cm comwsiox MEETING of SEP 8 1998 A.roiutbn xa 9�- N!-I inhabitants of the City have access to adequate medical care and health facilities; and WHEREAS, 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, and to issue refunding bonds; and WHEREAS, 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 current refunding of the outstanding principal amount of the Authority's Hospital Revenue Refunding Bonds, Series 1988A (Mercy Hospital Project) (the "Refunded Bonds") and the retirement of the outstanding balance of a revolving line of credit with NationsBank, N.A. (collectively, the "Refunding"), and the financing of the cost of acquiring, constructing and equipping capital improvements to the health care facilities of the Hospital which are or will be owned, operated or managed by the Hospital (the "Project"); and WHEREAS, the Authority has determined to issue its Health Facilities Revenue Refunding Bonds (Mercy Hospital Project), Series 1998 (the "Bonds") in an amount not to exceed $28,000,000 for the purpose of providing funds to finance all or a part of the cost of the Refunding and the Project; and WHEREAS, the Authority has considered the application of the Hospital requesting that the Authority issue Bonds not to exceed 2 - $28,000,000 for the purposes heretofore described; and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), requires as a condition of exclusion from gross income for federal income tax purposes of the interest on private activity bonds, that the issuance of private activity bonds, as defined in Section 141(a) of the Code, such as the Bonds in a principal amount not to exceed $28,000,000, be approved, after a public hearing following reasonable public notice, by the governmental unit on behalf of which such obligation is to be issued and the governmental unit having jurisdiction over the area in which the private activity bond -financed facility is to be located; and WHEREAS, on August 25, 1998, the Authority 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, the Refunding and the issuance of the Bonds; and WHEREAS, no member of the public appeared at such meeting to comment on the Project or the Refunding as reflected in the minutes attached hereto as Exhibit B; and WHEREAS, on August 25, 1998, the Authority adopted Resolution No. 98-1 (the "Authority Resolution") which authorized - 3 - 98- 8 'a' the issuance of the Bonds for the purposes heretofore described; and WHEREAS, the Secretary of the Authority was directed to and did forward a certified copy of the Authority Resolution, including the Exhibits thereto, to the City and, pursuant to Section 147(f) of the Code, the Authority requested that the City Commission of the City approve the issuance of the Bonds; and NOW, THEREFORE, BY 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 Commission hereby approves the minutes of the public hearing held on August 25, 1998 by the Authority with respect to the Bonds, in accordance with Section 147(f) of the Code, the transcript of which was presented at this meeting. Section 3. The issuance of the Bonds, in an amount not to exceed $28,000,000 for the purposes heretofore described is hereby approved pursuant to and in accordance with Section 147(f) of the Code. Section 4. The Bonds shall not constitute an indebtedness or obligation of the State of Florida or of any county, municipal corporation or political subdivision thereof, and the Bonds shall be limited obligations of the Authority payable solely from the revenue derived from the Hospital and pledged to the payment thereof and no owner of any of the Bonds - 4 - shall ever have the right to compel any exercise of the taxing power of said State or of any county, municipal corporation or political subdivision thereof, nor to enforce the payment thereof against any property of said State or of any such county, municipal corporation or political subdivision. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.1/ PASSED AND ADOPTED this 8th day of September 1998. 7--COLLO, MAYOR TER J CITY CLERK 1� If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. - 5 - 9 8 - 8 EXHIBIT A PROOF OF PUBLICATION OF NOTICE OF HEARING WHICH INCLUDES DESCRIPTION OF PROJECT m A-1 98- 855 MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday. Sunday and Legal Holidays Miami, Dade County. Florida. STATE OF FLORIDA COUNTY OF DADE: Before the undersigned authority personally appeared Octelma V. Ferbeyre, who on oath says that,jshe is the Supervisor, Legal Notices of the Miami Daffy' Business Review f/k/a Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami In Dade .ounty, Florida; that the attached copy of advertisement, Being a Legal Advertisement of Notice in the matter of CITY OF MIAMI HEALTH FACILITIES AUTHORITY NOTICE OF PUBLIC HEARING AUGUST 25, 1998 XXXXX the................................................................................ Court, as�yblisded `n "cid"paper in the issues of Artiant further says that the said Miami Daily Business aview is a newspaper published at Miami in said Dade aunty, Florida, and that the said newspaper has heretofore yen continuously published in said Dade County, Florida, ich day (except Saturday, Sunday and Legal Holidays) and 3s been entered as second class mail matterat the post 'lice in Miami in said Dade County, Florida, for a period of ie year next preceding the first publication of the attached )py of.advert)sement, and afflant further says that site has either paid nor promised any firm or corporation iy discoun rebate, com on or refund for the purpose securl this adve nt for pu lcation In the said CITY OF MIAMI; FLORIDA HEALTH FACILITIES AUTHORITY NOTICE OF PUBLIC HEARING Please take notice that the City of Miami, Florida Health Facilities, Authority (the 'Authority') will hold a public hearing to commence at 5:00 P.M. on August 25, 1998 at the City of Miami City Commission Chambers, 3500 Pan American Drive, Miami, Florida, regardiinglite: proposed issuance of the Authority's Health Facilities Refunding,; Revenue Bonds (Mercy Hospital Project), Series 1998 in an aggregate: principal amount not to exceed $28,000,000, the proceeds of which wllf", be lent to Mercy Hospital, Inc., a Florida non-profit corporation'(the' 'Hospital') for the purpose of providing funds, together with other available funds, to (i) currently refund all of the outstanding priiidW amount of the Authority's Hospital Refunding Revenue Bonds, Series 1 988A (Mercy Hospital Project) which were originally issued to pay the, cost of acquiring, constructing and equipping capital improvements to:, the health care facilities of the Hospital, (i)) retire the outstanding bal-, ante of a revolving line of credit with NationsBank, N.A., which fi nanced the cost of acquiring, constructing and/or equipping of capital improvements to the health care facilities of the Hospital, (iii) pay the: cost of acquiring, constructing and equipping'capital improvements to; the health care facilities of the Hospital, and (iv) pay certain costs in- curred in connection with the issuance of the Bonds by the Authority: including the costs of credit enhancement, all on behalf of the Hospital (collectively, the 'Project'). The Hospital will own, operate and manage the Project which is and will be located at 3663 South Miami Avenue, Miami, Florida. The Bonds shall not be a debt, liability or obligation of the Authority, the City of Miami, Florida, Metropolitan -Dade County, Florida, the State of Florida or of any political subdivision thereof, but shall be pay- able solely from revenue derived from operation of the Hospital and, any credit enhancement therefore. The Authority has no taxing power. . A transcript of the proceedings of this hearing will be prepared by the Authority. Any person wishing to comment in writing on the Project should do so within fourteen (14) days after the date of publication of this notice to the City of Miami, Florida, Health Facilities Authority, 4" SW 2nd Avenue, Suite 945, Miami, Florida 33130 Attention: Finance Director, (305) 416-1945. Ad No. 2674 8/10 98-3�1A1 n9dM O S VbSeribe me tW6 ...day o ............. ..................... .... .... A.D. 19...... y =A L) �*Ay P& OF CIAL NOTARY SEAL elma V. Ferbeyre personally know !� JANETT LLERENA n cmMteWom ttufaaea Q CC565004 MY COAM96MON EXPIRES FOT t:t.0� JUNE 23.2000 J8 855 EXHIBIT B CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY MINUTES OF THE PUBLIC HEARING AND MEETING ON AUGUST 25, 1998 98 - 855 Minutes of Public Hearing City of Miami, Florida Health Facilities Authority, August 25, 1998, 5:00 p.m. at Miami City Hall, City Commission Chambers, 3500 Pan American Drive, Miami, Florida. Presiding: Dr. Charles Beber Chairman Present: Dr. David R. Nateman Member Deana Lee Ponso Seepersaud Chircut G. Miriam Maer Duane Draper Jeffry Mashburn The Public Hearing Member Authority Secretary City Attorney Bond Counsel Mercy Hospital, V.P. Dr. Beber announced that the Authority would now proceed to hold a public hearing on the issuance of its health facilities revenue refunding bonds for the purpose of refunding certain outstanding obligations of the Authority and financing a proposed health facilities project on behalf of Mercy Hospital, Inc. The hearing is being held for the purpose of hearing from anyone who wishes to be heard on the proposed bond financing and the proposed project. The following is a substantially verbatim account of the proceedings of this hearing: CHAIR: We will now conduct the public hearing on the proposed issuance of health facilities revenue refunding bonds for the purpose of refunding certain outstanding obligations of the Authority and the proposed financing 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. TEFRA requires that in order for the interest on hospital revenue bonds to be exempt from federal income tax, such proposed bonds and the projects which they will finance must be approved by either a voter referendum or by an applicable elected legislative body after a public hearing following reasonable public notice. After the Authority conducts the required public hearing, a transcript of the testimony given at the hearing will be provided to the Commission at a regular meeting of the Commission, at which time the Commission will approve or disapprove the issuance of the bonds by the Authority. 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 please introduce the required notice of public hearing? MR. CHIRCUT The Notice of Public Hearing was published in the Miami Daily Business Review on August 10, 1998, advising that the Authority will hold a public hearing on the proposed issuance of its Health Facilities Revenue Refunding fonds (Mercy Hospital Project), Series 1998. We have on'record a copy of the Notice of Public Hearing. CHAIR: We will now commence the public hearing. The hearing will be conducted in the following format: First, Bond Counsel will provide a brief synopsis of the proposed bond financing and the project. Second, testimony from anyone desiring to speak of submit written testimony on the specific project under consideration will be heard of submitted. Anyone wishing to speak or submit written testimony should give his or her name and address for the record. Will Bond Counsel please introduce the project for consideration? MR. DRAPER: The project scheduled is a bond issue in an amount not exceeding $28,000,000, the proceeds of which will be lent to Mercy Hospital, Inc., a Florida non-profit corporation (the "Hospital") for the purpose of providing funds, together with other available funds, to (i) currently refund all of the outstanding principal amount of the Authority's Hospital Refunding Revenue Bonds, Series 1988A (Mercy Hospital Project) which were originally issued to pay the cost of acquiring, constructing and equipping capital improvements to the health care facilities of the Hospital, (ii) retire the outstanding balance of a revolving line of credit with NationsBank, N.A., which financed the cost of acquiring, constructing and/or equipping of capital improvements to the health care facilities of the Hospital, (iii) pay the cost of acquiring, constructing and equipping capital improvements to the health care facilities of the Hospital, and (iv) pay certain costs incurred in connection with the issuance of the Bonds by the Authority including the costs of credit enhancement, all on behalf of the Hospital (collectively, the "Project"). The Hospital will own, operate and/or manage the Project which is and will be 2 8- 855 located at 3663 South Miami Avenue, Miami, Florida. Any final approval of the Authority is conditional upon the Authority's approval of the plan of financing and approval of the financing documents. CHAIR: I want to make sure that the Authority is not taking on more oversight and monitoring responsibility than it has on previous bond issues. MR. DRAPER The Authority is acting as a conduit issuer of bonds. The bonds will be payable solely for amounts received for the Hospital under the Loan Agreement. It will not be taking on more oversight and/or monitoring responsibility than on prior issues. The Bank of New York, the bond trustee for this transaction, will shoulder the responsibility on behalf of the Authority and the Bondholders. MS. MAER: I" agree with the remarks of Bond Counsel CHAIR: Mr. Mashburn, can you explain the Project? MR. MASHBURN: The Project consists of the acquisition, construction and equipping of an energy management facility in a new building located on the Hospital's campus, the construction and equipping of a comprehensive ambulatory rehabilitation facility to be housed on the first floor of the same building and the purchase of three CT scan units to be utilized in the Hospital and the outpatient center. The comprehensive ambulatory rehabilitation facility will be run by Mercy Medical Development, a not -for -profit corporation and an affiliate of the Hospital. The second story of the building will house the energy facility for the Hospital. A portion of the proceeds of the Series 1998 Bonds will be used to repay $800,000 outstanding on a revolving line of credit from NationsBank, N.A. which was used to pay a portion of the cost of the 1998 Project. CHAIR: Testimony will now be heard by anyone desiring to speak on the proposed project. The record indicates that Jerry Mashburn, Vice President and Chief Financial Officer of Mercy Hospital, Inc. is in attendance representing the Hospital. Is there anyone who wishes to speak or file written testimony on this matter? CHAIR: Let the record reflect that no one from the public appeared desiring to comment on this project. This concludes the public hearing scheduled for today. This project, together 3 98- 855 with a transcript of today's public hearing, will be forwarded to the City Commission at a regular meeting at which time the Commission will approve or disapprove the proposed issuance of the bonds. Respectfully submitted, �er'd'-Chircut Secretary 0 4 98- 855 City of Miami, Florida Health Facilities Authority Minutes of Meeting of August 25, 1998 City of Miami, Florida Health Facilities Authority, August 25, 1998, 5:00 p.m. at Miami City Hall, City Commission Chambers, 3500 Pan American Drive, Miami, Florida. Presiding: Dr. Charles Beber Chairman Present: Dr. David R. Nateman Member Deana Lee Ponso Member Seepersaud Chircut Authority Secretary G. Miriam Maer City Attorney Duane D. Draper Bond Counsel Jerry Mashburn Mercy Hospital, V.P. Approval of Minutes of October 30, 1996 Referenced minutes were moved by Dr. Nateman, seconded by Ms. Ponso and approved unanimously. Public Hearing - Mercy Hospital Project See attached minutes Adoption of Resolution 98-1 Motion approving Resolution 98-1, authorizing the issuance of not exceeding $28,000,000 Health Facilities Revenue Refunding Bonds (Mercy Hospital Project), Series 1998 was moved by Dr. Nateman, seconded by Ms. Ponso and approved unanimously. Appointment of Vice Chairman Dr. David R. Nateman was appointed Vice -Chairman of the Authority, moved by Dr. Beber, seconded by Ms. Alonso and approved unanimously. Meeting adjourned. Respectfully submitted Weerps—aud Chircut Secretary ,:g3ONDEU174U W4UrU IPD AUNM 24 19"