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HomeMy WebLinkAboutExhibit BEXHIBIT B RESOLUTION 05-02 OF AUTHORITY Miami/16438.2 RESOLUTION NO. 05-02 A RESOLUTION OF THE CITY OF M1AMI, FLORIDA, HEALTH FACILITIES AUTHORITY RECOMMENDING TO THE CITY COMMISSION OF THE CITY OF MIAMI APPROVAL OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY HEALTH FACILITIES REVENUE REFUNDING BONDS (MIAMI JEWISH HOME AND HOSPITAL FOR THE AGED, INC. PROJECT), SERIES 2005 (THE "BONDS") FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"); AUTHORIZING AND APPROVING THE STEPS NECESSARY TO TREAT AN INTEREST RATE SWAP TO BE ENTERED INTO BETWEEN THE MIAMI JEWISH HOME AND HOSPITAL FOR THE AGED, INC. AND SUNTRUST BANK AS A QUALIFIED HEDGE WITH RESPECT TO THE BONDS FOR PURPOSES OF THE CODE; AUTHORIZING FURTHER ACTIONS; AND PROVIDING FOR SEVERABILITY, CONFLICTS A.ND AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY OF MIAMI, FLORIDA, HEALTH FACILITIES AUTHORITY, AS FOLLOWS: SECTION 1. Recitations and Findings. (A) 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 by Resolution 79-330, adopted on May 22, 1979 by the City Commission, all pursuant to Part III of Chapter 154, Florida Statutes, as amended (known as the Health Facilities Authorities Law). This Resolution is adopted pursuant to the provisions of said Health Facilities Authorities Law and Part 11 of Chapter 159, Florida Statutes, as amended (together with the Health Facilities Authorities Law, the "Act'), and other applicable provisions of law. (B) The Authority is authorized by the Act to issue bonds for the purpose of paying all or any portion of the costs of any "project," as defined in the Act, or refunding bonds previously issued for that purpose. (C) The Miami Jewish Home and Hospital for the Aged, Inc. (the "Company"), a Florida not -for -profit corporation that has been determined by the Internal Revenue Service to be a 501(c)(3) organization under the Internal Revenue Code of 1986, as amended (the "Code"), has Miami/16460.2 requested the Authority to issue its Health Facilities Revenue Refunding Bonds (Miami Jewish Home and Hospital for the Aged, Inc. Project), Series 2005 (the "Bonds"), in an aggregate principal amount of not exceeding $25,800,000, in order to (a) refinance and refund the Authority's Health Facilities Revenue Bonds (Miami Jewish Home and Hospital for the Aged, Inc. Project), Series 1992 (the "Series 1992 Bonds") currently outstanding in the aggregate principal amount of $6,300,000; (b) refinance and refund the Authority's Health Facilities Revenue Bonds (Miami Jewish Home and Hospital for the Aged, Inc. Project), issued in 1996 (the "Series 1996 Bonds" and, together with the Series 1992 Bonds, the "Refunded Bonds") currently outstanding in the aggregate principal amount of $16,800,000; (c) capitalize a portion of the interest on the Bonds; and (d) pay certain costs of issuance of the Bonds. (D) The proceeds of the Refunded Bonds financed and refinanced certain capital improvements to the Company's health care facilities, consisting of, among other things, an assisted living facility, a long-term health care facility for Alzheimer's and related dementia care, a nursing home, a medical center, an acute care hospital, an outpatient rehabilitation center, two short-term rehabilitative and medically -complex skilled nursing units and other related facilities. (E) The Authority has on this date held a duly noticed public hearing pursuant to the requirements of Section 147(f) of the Code, for the purpose of giving all interested persons an opportunity to express their views, either orally or in writing, on the proposed issuance of the Bonds. A copy of the notice of said public hearing, as published in The Miami Herald on May 20, 2005, is attached hereto as Exhibit A. The Authority now desires to recommend the issuance of the Bonds for approval by the Commission for purposes of Section 147(f) of the Code. (F) In connection with the issuance of the Bonds by the Authority, the Company intends to enter into a floating -to -fixed interest rate swap with SunTrust Bank (the "Swap Provider"), in a notional amount equal to approximately one-half the principal amount of the Bonds (the "Interest Rate Swap"), in order to manage its variable rate interest rate exposure. (G) The Interest Rate Swap is to be documented through an ISDA Master Agreement, a Schedule to the ISDA Master Agreement and a Confirmation, each substantially in the 2 Miami/I6460.2 respective form thereof presented to the Authority at this meeting, and each to be dated a date which is prior to the date of issuance of the Bonds. (H) The Company has requested the Authority to take such action as is necessary to treat the Interest Rate Swap as a qualified hedge with respect to the Bonds for purposes of the Code and the Authority is willing to take such action. (I) Prior to the issuance of the Bonds, the Authority shall adopt a resolution authorizing the issuance of the Bonds and determining, or providing for the determination of, the aggregate principal amount of the Bonds, the denomination of the Bonds, the interest rate or rates to be borne by the Bonds, the maturity dates and interest payment dates of the Bonds, the redemption provisions app!iceble to the Bonds, the security for and source of payment of the Bonds, and all other essential details thereof. SECTION 2. Recommendation of Approval of Bonds. The Authority hereby recommends that the Commission approve the issuance of the Bonds for purposes of Section 147(f) of the Code. SECTION 3. Approval of Qualified Hedge Status of Interest Rate Swap. The Authority hereby expresses its desire and intent that the Interest Rate Swap be treated for purposes of the Code as a qualified hedge. In furtherance thereof, the Chairman of the Authority (and in the Chairman's absence or inability to act, the Vice Chairman of the Authority), is hereby authorized and directed to take such action as necessary, based upon the advice of and consultation with Bond Counsel and the City Attorney, to treat the Interest Rate Swap as a qualified hedge for purposes of the Code, including, without limitation, execution and delivery of an identification certificate substantially in the form attached hereto as Exhibit B. SECTION 4. Authorization of Further Actions. The Chairman, the Vice Chairman, each member of the Authority and the other proper officers, employees and agents of the Authority are hereby authorized and directed to do all acts and things and to execute and deliver any and all documents and certificates which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this Resolution. 3 Miami/16460,2 SECTION 5. Severability. In case any section or provision of this Resolution, or any covenant, agreement, stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under this Resolution, or any application thereof, is held to be illegal or invalid for any reason, or is inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder thereof or any other section or provision of this Resolution, all of which shall be construed and enforced at the time as if the illegal, invalid or inoperable portion were not contained therein. Any illegality, invalidity or inoperability shall not affect any legal, valid and operable section, provision, covenant, agreement, stipulation, obligation, act, action, part or application, all of which shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted by law from time to time. SECTION 6. Effective Date. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 3rd day of June, 2005. [SEAL] Attest: , Secretary Approved to form and co. ectness: By: Jorge rnandez, City Attorney PP" 4 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY By: ,Chairman 4 Miami/16460,2 SWAP IDENTIFICATION CERTIFICATE OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY Re: City of Miami, Florida Health Facilities Authority Health Facilities Revenue Refunding Bonds (Miami Jewish Home and Hospital for the Aged, Inc. Project), Series 2005 ("Series 2005 Bonds") The City of Miami, Florida Health Facilities Authority ("Issuer") hereby certifies as follows with respect to the swap identified below, based on the representations of Miami Jewish Home and Hospital for the Aged, Inc. ("MJHHA") attached hereto as Exhibit I. (1) On June 6, 2005, MJHHA entered into an anticipatory swap agreement ("Swap") with SunTrust Bank ("Counterparty") relating to a portion of the Series 2005 Bonds expected to be issued on or about August 1, 2005, in the not to exceed principal amount of $25,800,000, The proceeds of the Series 2005. Bonds will be loaned to MJHHA, and. used for the governmental purposes described in paragraph (3). (2) Pursuant to the Swap, MJHHA will pay to Counterparty on the first business day of each calendar month a fixed annual rate of 4.449% ("Fixed Swap Rate") on the Notional Amount of the Swap and the Counterparty will pay to MJHHA on the first business day of each calendar month a variable rate of USD-BMA Municipal Swap Index on the Notional Amount. A portion of the Fixed Swap Rate to be paid by MJHHA is attributable to the effective loan by the Counterparty to MJHHA on June 6, 2005 of the termination fee of $781,741.00 ("Termination Fee") owed by MJHHA to the Counterparty by reason of the termination on June 6, 2005 of an interest rate swap entered into between MJHHA and the Counterparty on May 12, 1998, effective June 1, 1998, relating to certain other indebtedness of MJHHA and a portion of the Fixed Swap Rate to be paid by MJHHA is attributable to the effective loan by the Counterparty to MJHHA on June 6, 2005 of the swap advisor fee of $35,700.00 ("Swap Advisor Fee") owed by MJHHA to RBC Dain Rauscher Inc., swap advisor to MJHHA ("Swap Advisor"), and paid by the Counterparty to the Swap Advisor nn behalf of MJHHA. Without the effectiveloan of the Termination Fee and the Swap Advisor Fee by the Counterparty to MJHHA, the fixed annual rate on the Swap would have been 3.79% ("Adjusted Fixed Swap Rate") as represented by the Counterparty and confirmed as to reasonableness by the Swap Advisor." (3) The governmental purpose of the Series 2005 Bonds will be to (A) current refund (i) the outstanding $6,300,000 principal amount of the Issuer's $15,700,000 original principal amount of Health Facilities Revenue Bonds (Miami Jewish Home and Hospital for the Aged, Inc. Project), Series 1992, issued March 20, 1992, and (ii) the outstanding $16,800,000 principal amount of the Issuer's $26,000,000 original principal amount of Health Facilities Revenue Bonds (Miami Jewish Home and Hospital for the Aged, Inc. Project), Series 1996, issued December 19, 1996 (collectively, "Refunded Bonds"), (B) capitalize a portion of the interest on the Series 2005 Bonds, and (C) pay the costs of issuing the Series 2005 Bonds and refunding the The Termination Fee of $781,741.00 equates to 63 basis points (0.63) and results in a corresponding decrease in the Fixed Swap Rate. The Swap Advisor Fee equates to 2.9 basis points (0.029) and results in a corresponding decrease in the Fixed Swap Rate. Cleveland/705084.2 Refunded Bonds, including the initial fee for the liquidity facility pertaining to the Series 2005 Bonds. (4) The governmental purpose of the Swap will be to limit MJHHA's risk of interest rate changes with respect to a portion of the Series 2005 Bonds. (5) As of the date hereof, the Issuer reasonably expects that: (A) The issue price of the Series 2005 Bonds will be the par amount thereof; (B) The final maturity date of the Series 2005 Bonds will be August 1, 2026; (C) The issuance date of the Series 2005 Bonds will be on or about August 1, 2005; (D) Interest on the Series 2005 Bonds will be computed initially on the basis of the weekly interest rate mode;. and (E) Treasury Regulations §1.148-4(h)(5)(iii) will apply to the Swap (i.e., MJHHA does not expect to close or terminate the Swap substantially contemporaneously with the issuance of the Series 2005 Bonds). (6) The terms of the Swap are set forth in a separate ISDA Master Agreement dated as of June 6, 2005 between MJHHA and the Counterparty, as supplemented and amended by a Schedule to the ISDA Master Agreement and a Confirmation, both dated as of June 6, 2005, for an initial Notional Amount of $12,900,000 (collectively, "Swap Documents"). A copy of the executed Swap Documents will be included in the transcript for the Series 2005 Bonds and the Swap Documents are incorporated fully herein. (7) At the request of MJHHA, the Swap is hereby identified by the Issuer for purposes of Treasury Regulations § § 1.148-4(h)(2)(viii) and 1.148-4(h)(5)(iv). Capitalized terms used in this Swap Ilentification Certificate and not otherwise defined have the meaning set forth in the Swap Documents. Dated: June 6, 2005 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY By: Title: Chairman 2 Cleveland/705084.2