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HomeMy WebLinkAboutR-98-1161r J-98-1148 11/24/98 RESOLUTION NO. 9 Q - 1 1 61 A RESOLUTION, WITH ATTACHMENTS, APPROVING FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, A TAX-EXEMPT LEASE AMONG THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY, GE CAPITAL PUBLIC FINANCE, INC., AND PAN AMERICAN HOSPITAL CORP., PROVIDING FOR THE LEASE AND SUBLEASE OF CERTAIN CAPITAL EQUIPMENT AND CAPITAL IMPROVEMENTS AND THE REFINANCING OF A PRIOR LOAN WHICH TOGETHER HAVE PRINCIPAL COMPONENTS OF LEASE PAYMENTS OF NOT TO EXCEED $18,000,000; APPROVING THE MINUTES OF THE PUBLIC HEARING HELD BY THE AUTHORITY PURSUANT TO SAID SECTION 147(f) OF THE CODE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida Health Facilities Authority (the "Authority") was created by Resolution No. 79-93, as amended, adopted on February 22, 1979, by the City Commission of the City of Miami, Florida (the "Commission"), all pursuant to the Florida Health Facilities Authorities Law, Chapter 154, Part III, Florida Statutes; and WHEREAS, on November 30, 1998, the Authority held a public hearing, notice of which hearing was published on November 12, 1998, in The Miami Review, a copy of which notice is attached hereto as Exhibit A and incorporated herein, for the purpose of giving all interested persons an opportunity to express their views, either orally or in writing, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), in IAiiACNMENi (S)I CONTAINED CITY OcenIISSION t OF Fiesciuricxi Na 9$-1161 connection with a proposed tax-exempt lease (the "Lease") among the Authority, GE Capital Public Finance, Inc. and Pan American Hospital Corp., providing for the lease and sublease of certain capital improvements and capital equipment and the refinancing of a certain prior loan, together having aggregate principal components of lease payments of not to exceed $18,000,000; and WHEREAS, after reviewing a copy of the minutes of the Authority's public hearing held on November 30, 1998 in respect of the Lease, a copy of which minutes is attached hereto as Exhibit B and incorporated herein, the Commission desires to approve the execution and delivery of the Lease 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 Lease, with principal components of lease payments not to exceed $18,000,000, 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 November 30, 1998 by the Authority -2- with respect to the Lease, in accordance with Section 147(f) of the Code, the transcript of which minutes was presented at this meeting. Section 4. This Resolution shall become effective immediately upon its adoption.1/ PASSED AND ADOPTED this 8th day of December 1998. JOE CAROLLO, MAYOR in accordance with Miami Code Sec. 2.36, since the Mayor did not indicate Ppiarow21 of this legislation by signing it in the designated place� ,' ATTEST: becomes effective with the elapse ofLten(10) day from tine date; d Ocmrr�iss cryregarding same, without the Mayor i ' sto. WafteWFoefnan, City Clerk WALTER J. FOEMAN CITY CLERK APPROVED ,,AS TO FORM AND CORRECTNESS A IM-VTZARELI tr ATTORNEY W3052:GMM:csk V 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. -3- 98-1161 EXHIBIT "A" TEFRA NOTICE NOTICE OF PUBLIC HEARING REGARDING THE PROPOSED LEASE BY THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY OF A PROJECT OF PAN AMERICAN HOSPITAL CORP. WITH PRINCIPAL COMPONENTS OF LEASE PAYMENTS OF UP TO $18,000,000 Notice is hereby given that in order to comply with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the City of Miami, Florida Health Facilities Authority (the "Authority") will hold a public hearing, commencing at 5:00 p.m. on November 30, 1998, in the Commission Chambers at City Hall, 3500 Pan American Drive, Miami, Florida 33133, for the purpose of providing a reasonable opportunity for interested persons to express their views both orally and in writing on the proposed financing of the cost of a project (the "Project") of Pan American Hospital Corp. (the "Institution"), a not -for - profit corporation organized under the laws of the State of Florida. The Authority intends to lease property pursuant to a capital lease (the "Lease"), the principal component of the lease payments of which will not exceed $18,000,000. The property leased will be subleased by the Institution. The Lease will be used to finance the cost of the Project, which includes (i) the refinancing of a prior loan from SunBank/Miami, N.A., (now called SunTrust/Miami, N.A.) dated May 4, 1995 in the original principal amount of EXHIBIT "A" Pagel of 3 98-1161 $7,000,000 (the "Prior Loan"), on which there is a principal balance of approximately $6,927,000; (ii) the acquisition of certain capital equipment and improvements, including, but not limited to surgical, diagnostic, radiological and computer equipment and the construction and/or renovation of certain capital improvements to the Institution's health care facility, including, but not limited to a conference and educational hall and/or the development of a 24 bed skilled nursing facility. The proceeds of the Prior Loan were utilized to finance renovations and improvements to the Institution's health care facility, including operating rooms, recovery rooms, kitchen and cafeteria facilities, lobby, pharmacy and management information systems. All of the improvements and the equipment to be financed pursuant to the Lease will be utilized in connection with the health care facilities owned and operated by the Institution, located at 5959 N.W. 7th Street, Miami, Florida 33126. The lease payments shall be payable solely from the revenues pledged by the Institution or from any security provided therefor, and shall not constitute a debt, liability or obligation of the City of Miami or of the State of Florida or of any political subdivision thereof, or a pledge of the faith and credit or the taxing power of the City of Miami or the State of Florida or any political subdivision thereof. The Lease shall not directly, indirectly or contingently obligate the City of Miami or the EXHIBIT "A" Page 2of3 98-1161 State of Florida or any political subdivision thereof to levy or pledge any form of taxation whatever or to make any appropriation for the lease payments. The Authority has no taxing power. Persons wishing to express their views regarding'the proposed plan of financing and the Lease may appear at the hearing or may submit their views in writing. Written comments should be submitted to the Authority, c/o Mr. Pete Chircut, City of Miami Finance Department, 444 S.W. 2nd Avenue, 6th Floor, Miami, Florida 33130, and should be mailed in sufficient time to be received on or before November 30, 1998, the date of the hearing. Should any person decide to appeal any decision made by the Authority at this hearing, he or she will need a record of the proceedings and he or she may need to assure that a verbatim record of the proceedings be made, which record includes the testimony and evidence upon which the appeal is to be heard. Subsequent to the hearing, in accordance with Section 147(f) of the Code, the Authority will make a recommendation to the City Commission of the City of Miami for the approval or disapproval of the lease financing. Dated: November 12, 1998 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY EXHIBIT "A" Page 3 of 3 9 8 -1161 EXHIBIT "B" MINUTES OF TEFRA HEARING (Minutes will be delivered under separate cover) EXHIBIT "A° 9 8 -1161 Page 2 of 3 EXHIBIT "A" TEFRA NOTICE NOTICE OF PUBLIC HEARING REGARDING THE PROPOSED LEASE BY THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY OF A PROJECT OF PAN AMERICAN HOSPITAL CORP. WITH PRINCIPAL COMPONENTS OF LEASE PAYMENTS OF UP TO $18,000,000 Notice is hereby given that in order to comply with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the City of Miami, Florida Health Facilities Authority (the "Authority") will hold a public hearing,.. commencing at 5:00 p.m. on November 30, 1998, in the Commission Chambers at City Hall, 3500 Pan American Drive, Miami, Florida 33133, for the purpose of. providing a reasonable opportunity for interested persons to express their views both orally and in writing on the proposed financing of the cost of a project (the "Project") of Pan American Hospital Corp. (the "Institution"), a not -for - profit corporation organized under the laws of the State of Florida. The Authority intends to lease property pursuant to a capital lease (the "Lease"), the principal component of the lease payments of which will not exceed $18,000,000. The property leased will be subleased by the Institution. The Lease will be used to finance the cost of the Project, which includes (i) the refinancing of a prior loan from SunBank/Miami, N.A. (now called SunTrust/Miami, N.A.) dated May 4, 1995 in the original principal amount of EXHIBIT "A" Page 1 of 3 $7,000,000 (the "Prior Loan"), on which there is a principal balance of approximately $6,927,000; (ii) the acquisition of certain capital equipment and improvements, including, but not limited to surgical, diagnostic, radiological and computer equipment and the construction and/or renovation of certain capital improvements to the Institution's health care facility, including, but not limited to a conference and educational hall and/or the development of a 24 bed skilled nursing facility. The proceeds of the Prior Loan were utilized to finance renovations and improvements to the Institution's health care facility, including operating rooms, recovery rooms, kitchen and cafeteria facilities, lobby, pharmacy and management information systems. s. All of the improvements and the equipment to be financed pursuant to the Lease will be utilized in connection with the health care facilities owned and operated by the Institution, located at 5959 N.W. 7th Street, Miami, Florida 33126. The lease payments shall be payable solely from the revenues pledged by the Institution or from any security provided therefor, and shall not constitute a debt, liability or obligation of the City of Miami or of the State of Florida or of any political subdivision thereof, or a pledge of the faith and credit or the taxing power of the City of Miami or the State of Florida or any political subdivision thereof. The Lease shall not directly, indirectly or contingently obligate the City of Miami or the EXHIBIT "A" Page 2 of 3 State of Florida or any political subdivision thereof to levy or pledge any form of taxation whatever or to make any appropriation for the lease payments. The Authority has no taxing power. Persons wishing to express their views regarding the proposed plan of financing and the Lease may appear at the hearing or may submit their views in writing. Written comments should be submitted to the Authority, c/o Mr. Pete Chircut, City of Miami Finance Department, 444 S.W. 2nd Avenue, 6th Floor, Miami, Florida 33130, and should be mailed in sufficient time to be received on or before November 30, 1998, the date of the hearing. Should any person decide to appeal any decision made by the Authority at this hearing, he or she will need a record of the proceedings and he or she may need to assure that a verbatim record of the proceedings be made, which record includes the testimony and evidence upon which the appeal is to be heard. Subsequent to the hearing, in accordance with Section 147(f) of the Code, the Authority will make a recommendation to the City Commission of the City of Miami for the approval or disapproval of the lease financing. Dated: November 12, 1998 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY EXHIBIT "A" Page 3 of 3 EXHIBIT "B" MINUTES OF TEFRA HEARING EXHIBIT "B" Page 1 of I 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 she is the Supervisor, Legal Notices of the Miami Daily Business Review f/k/a Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF MIAMI TEFRA NOTICE PUBLIC HEARING 11/30/98 RE: PAN AMERICAN HOSPITAL CORP. inthe ....................... XXXXX.............. ....................... Court, was published in said newspaper in the issues of Nov 12, 1998 Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Dade County, Florida, and that the said newspaper has heretofore been continuously published in said Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that she has neither id nor promised o firm or corporation an di oun rebate, c n or re nd for the purpose P4 of s uri this adv t for p lication in the said ne pa�„ im Sworn to and subscribed before me this 12 November 98 A.D. 19...... (SEAL) 2 1 1 N, Octelma V. Ferbeyre personally known to me. 9 �F CITY OF MIAMI TEFRA NOTICE . NOTICE OF PUBLIC- HEARING REGARDING THE PRO- POSED LEASE 'BY THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY OF A PROJECT OF,PAN ^i+= AMER.ICAN HOSPITAL CORP. WITH PRINCIPAL COMPON ENTS OF LEASE PAYMENTS OF UP TO"$18,000,060 Notice is hereby given that in order to complySection. �47(f) of4 the Internal Revenue Code of 1986, as amended (tfie. 'Code!) the City of,Miami, Florida Health Facilities Authority (the Autfiortt ,ryi11 hold a public hearing, commencing at 5-00 p:m. on Novemtie ', `l9.98; ih: the.Coinmission Chambers at City Hall, 3500 Pan;Amerkm Drive Mid ami, Florida- 3133' for the purpose of providing a _reasonable tunity for interested persons to express their views both "'and in"i _writing on the. _ . . financing of the -cost of:a .. pooposed .: 9 Prof (tha-'Prol�� :-: -of Pan American Hospital Corp. (the 'Institution'),a not for -profit cor 'poration organized: under the laws of the State of Florida 'he Autf>oMY:; intends to lease property pursuant to a capital lease (the;'Lease'), _the ,:. principal component ofthe lease payments of which vwll noY.exceed $18,000.000. - a The property leased'wHl be b4bfaa`sed by the lnstitubat-ilia tease> will be used 16 finance the cost -:of ffWProjBc ,-ttifi'ieR tides.{+).tf%`; refinancing of -a prior: om-,from: SunSanWNGamr NA (now c�lled�` SunTrusUMtami; -NA) da14d : May 4 :1995 in ilia=o"rigetaf `.piutBpaEs $ amount of $7,000,000. (the 'Prior Loan') on which .ffiere is. a principal .. balance of approximately $6,927.000; (ii) the acquisition 6#.�ertain.� capital equipment and improvements; including, 66t'not limited fo"sup-`.. gical,.diagnostic, radiological and -computer equipinent'artiJ thecon= struction antVarrienovatiori of certain capital improvements46 the Jristi; tution's health care facility, including, but not limited to a conference and educational hall and/or the development of a•24 bed skilled -nurs- ing facility; The proceeds.of the Prior Loan-were"!utilzed to'fmance. ' renovations and improvements to the Institution's health- care facility; including operating rooms, recovery rooms, kitchen and -cafeteria fa- cilities, lobby, pharmacy and management information systems. - OFFICIAL NOTARY SEAL MAP;EL:A ROMERO CCdi:Y'4V0114 NUFAMA CG777419 my COVMS" EI S SEPT 22.2002 All of the uriprovements and=;he .equipment to be`financed pursuant" to the Lease will be utilizedirYoonnection with the health care facilities owned and operated, by the Institution, .located at"5959 N W,-7t Street:Miami Florida3312ti. The, lease a spat y s . p ymertts, l `tie payable solel from =the revenues.: piedged�liy si rnsatiiudon or lrorii any security prb4i%d-therefor, and shall not constitute a debt, liability or obligation of the City of Miami or of the State of Florida or of' any political subdivision thereof, or. a - piedge of. the faith. arid criedik'6i.. the tiAng'power oT-thdCity of Miami-' or the State of Florida or any political subdivision thereof. The Lease: shall notdiAectly, indirectly or contingently obligate the lvity;of Miami bC' the' State -oi .Florida or any political subdivision: -thereof to levy 'or.,% pledge any form of: taxation whatever- orto make: -any appropriation for the lease payments.. The Authority has no taxing power. Persons wishing to express their views" regarding the proposed plan'; of financing and the Lease may appear at the hearing or may submit their views in writing. Written comments shou(d-lie`submitted to the".. Authority, c% Mr. Pete Chiictk, City of Miami Finance Departinent,,44V.-,! S.W. 2nd Avenue, 6th Floor, Miami, Florida 33130, and should_be� mailed in -sufficient time to, be reoeived.on, or before November 30,, 1998, the date of the hearing. Should any person decide to appeal any decision, made by. the:Authority at this hearing,, he or she will, need a record of the proceedings, and he or she may need to assure that's verbatim record of the proceedings be made; which record includes the testimony and evidence upon which the appeal is to be heard: . Subsequent to the hearing, in aocb'rdance with"Secti6n.�147(0 of -the" Code, the Authority will make a recommendation. to the. Commis-' sion of the City of Miami for the approval ov disapprovalf th -oe lease fi- nanang _ CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY Dated: November 12,1998 - Ad No. 05a51 .11/12 98-3-11124$M j 98-1.161 0o 0. FORM 8B MEnnORANDUM OF VOTING CONFLICT FOR COUNTY, MUNICIPAL AND OTHER LOCAL PUBLIC OFFICERS LAST NAME- FIRST NAME -MIDDLE NAME NAME OF BOARD. COUNCIL, COMMISSION. AUTHORITY, OR COMMITTEE MAILING ADDRESS THE BO RD. COUNCIL COMMISSION. AUTHORITY OR COMMITTEE ON WHICH 1 SERVE IS A UNIT OF. tY CITY O COUNTY 0 OTHER LOCAL AGENCY CITY COUNTY NAME OF POLITICAL SUBDIVISION. DATE ON WHICH VOTE OCCURRED r MY P'OSill N IS: -(7j ELECTIVE O APPOINTIVE WHO MUST FILE FORM id This form is for use by any person serving at the county, city, or other local level of government an an,appointed or elected board, council, commission, authority, or committee. It applies equally to members of advisory and non -advisory bodies who are presented with a voting conflict of interest under Section 112.3143, Florida Statutes. Your responsibilities under the law when faced with a measure in which you have a conflict of interest will vary greatly depending on whether you hold an elective or appointive position. For this reason, please pay close attention Yo,the instructions on this form before completing the reverse side and filing the form. INSTRUCTIONS FOR COMPLIANCE WITH SECTION 112.3143, FLORIDA STATUTES A person holding elective or appointive county, municipal, or other local public office MUST ABSTAIN from voting on a measure which inures to his special private gain. Each elected or appointed local officer also is prohibited from knowingly voting on a measure which inures to the special gain of a principal (other than a government agency) by whom ,be is retained (including the parent organization or subsidiary of a corporate principal by which he is retained); to the special private gain of a relative; or to the special private gain of a business associate. Commissioners of community redevelopment agencies under Sec. 163.356 or 163.357, F.S., and officers of independent special tax districts elected on a one -acre, one -vote basis are not prohibited from voting in that capacity. For purposes of this law, a "relative" includes only the officer's father, mother, son, daughter, husband, wife, father-in-law, mother-in- law, son-in-law, and daughter-in-law. A "business associate" means any person or entity engaged in or carrying on a business enterprise with the officer as a partner, joint venturer, coowner of property, or corporate s) areholder (where the shares of the corporation are not listed on any national or regional stock exchange). ELECTED OFFICERS: In addition to abstaining from voting in the situations described above, you must disclose the conflict: PRIOR TO THE VOTE BEING TAKEN by publicly stating to the assembly the nature of your interest in the measure on which you are abstaining from voting; and WITHIN 15 DAYS AFTER THE VOTE OCCURS by completing and filing this form with the person responsible for recording the minutes of the meeting, who should incorporate the form in the minutes. APPOINTED OFFICERS: Although you must abstain from voting in the situations described above, you otherwise may participate in these matters However, you must disclose the nature of the conflict before making any attempt to influence the decision, whether orally or in writing and whether made by you or at your direction. IF YOU INTEND TO MAKE ANY ATTEMPT TO INFLUENCE THE DECISION PRIOR TO THE MEETING AT WHICH THE VOTE WLL BE TAKEN: • You must complete and file this form (before making any attempt to influence the decision) with the person responsible for recording the minutes of the meeting, who will incorporate the form in the minutes. • A copy of the form must be provided immediately to the other members of the agency • The form must be read publicly at the next meeting after the form is filed. CE FORM 99 - 10-91 PAGE I 1F YOU MAKE NO ATTEMPT TO ._..-LUENCE THE DECISION EXCEPT BY _ • You must disclose orally the nature of your conflict in the measure before participating. ZUSSION AT THE MEETING: • You must complete the form and rile it within 13 days after the vote occurs with the person responsible for recording the minutes of the mating, who must incorporate the form in the minutes. A copy of the form must be provided immediately to the other members of the agency, and the form must be read publicly at the next mating after the form is filed. DISCLOSURE OF LOCAL OFFICER'S IN REST hereby disclose that on .19 tq (a) A measure came or will come before my agency which (check one) inured to my special private gain; inured to the special gain of my business associate, inured to the special gain of my r+//creative, " 'inured to the special gain of lOA ()lYL by whom I am retained; or inured to the special gain of is the parent organization or subsidiary of a principal which has retained me. (b) The measure before my agency and the nature of my conflicting interest in the measure is as follows: i 1 -1-)1 \ \ 4 \c'\Y� Date Filed , which NOTICE: UNDER PROVISIONS OF FLORIDA STATUTES 1112.317 (l"l), A FAILURE TO MAKE ANY REQUIRED DISCLOSURE CONSTITUTES GROUNDS FOR AND MAY BE PUNISHED BY ONE OR MORE OF THE FOLLOWING: IMPEACHMENT, REMOVAL OR SUSPENSION FROM OFFICE OR EMPLOYMENT, DEMOTION, REDUCTION IN SALARY, REPRIMAND, OR A CIVIL PENALTY NOT TO EXCEED S5,000. CIE FORM i! • 041 za~ at y PAGE 2 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Honorable Mayor and Members NOV 3 Q I ro : of the City Commission DATE: FILE SUBJECT Agenda Item ton IdHaarshaw FROM: City Manager REFERENCES: ENCLOSURES: Recommendation: It is respectfully recommended that the City Commission adopt the attached resolution with attachments, approving the issuance of not exceeding $18,000,000 Health Facilities Authority Tax -Exempt Lease (Pan American Hospital Corp.) for the purpose of Section 147(f) of the Internal Revenue Code of 1986, as amended; ratifying, confirming and approving prior resolutions and actions of the Authority; providing an effective date. Background: The City of Miami, Florida Health Facilities Authority has held a public hearing for the purpose of giving interested persons an opportunity to express their views in connection with the Authority's proposed issuance Tax -Exempt Lease among the City of Miami, Florida Health Facilities Authority, GE Capital Public Finance, Inc., and Pan American Hospital Corp., providing for the lease and sublease of certain capital equipment and capital improvements and the refinancing of a prior loan, together having aggregate principal components of lease payments of not to exceed $18,000,000. This lease will not constitute a debt or liability of the City of Miami or the City of Miami, Florida Health Facilities Authority. This lease payments are payable solely out of the revenues of Pan American Corp. on whose behalf the lease is issued. Florida law prohibits the lease from being an obligation to the City, the State of Florida, or any political subdivision thereof. The City will receive a fee in the amount of $20,000 for this issue which will cover the cost incurred by the City for legal counsel and financial services. DHW/ A�V/PC/mm - 98-1161