HomeMy WebLinkAboutHealth Facilities MinutesRevised 11/16/06
Health Facilities Authority Board
November 7, 2006 — 5:00 P.M.
Page 2 of 5
CITY OF MIAMI, FLORIDA
HEALTH FACILITIES AUTHORITY
MINUTES OF TEFRA HEARING
REGARDING THE PROPOSED ISSUANCE OF BONDS
NOT EXCEEDING $40,000,000
CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY
CATHOLIC HEALTH EAST ISSUE,
SERIES 2006
MR. CHIRCUT:
BOND COUNSEL:
November 7, 2006
I will now ask Bond Counsel to describe this financing.
We are now conducting the public hearing on the proposed issuance by the
Authority on behalf of Mercy Hospital, Inc. of an amount not to exceed
$40,000,000 Health System Revenue Refunding Bonds, Catholic Health East
Issue, Series 2006 (the "Series 2006 Bonds"). The proceeds of the Series 2006
Bonds will be used to refund the Authority's outstanding Revenue Refunding
Bonds (Mercy Hospital Project) Series 1994A (the "Refunded Bonds") and to
provide for credit enhancement for the Series 2006 Bonds. The proceeds of
the Refunded Bonds were used to (a) refund the Authority's outstanding
Hospital Revenue Refunding Bonds (Mercy Hospital Project) Series 1989 and
the Authority's Hospital Revenue Bonds (Mercy Hospital Project) Series
1991, both of which were originally issued to finance or refinance the
acquisition, construction and equipping of health care facilities at Mercy
Hospital in Miami; (b) acquire, construct or improve certain parking facilities;
(c) fund a debt service reserve fund and (d) provide for credit enhancement for
the Refunded Bonds (collectively, the "Prior Projects"), all on behalf of
Mercy Hospital, Inc., a Florida non-profit corporation (the "Hospital") and
now a part of the Catholic Health East healthcare system.
The Bonds shall not be a debt, liability or obligation of the Authority, the City
of Miami or the State of Florida or any political subdivision thereof, but shall
be payable solely from payments made by Catholic Health East. The
Authority has no taxing power.
Revised 11/16/06
Health Facilities Authority Board
November 7, 2006 — 5:00 P.M.
Page 3 of 5
The proceeds of the Series 2006 Bonds will be loaned by the Authority to
Catholic Health East, a Pennsylvania non-profit corporation, and will be used
to prepay the Hospital's obligations under the Refunded Bonds governing
documents, thereby effecting a refunding of the Refunded Bonds. No new
projects are being undertaken with the proceeds of the Series 2006 Bonds.
The Prior Projects previously described are owned and operated by Mercy
Hospital and are located on or contiguous to the Mercy Hospital facilities at
3663 South Miami Avenue, Miami, Florida 33133.
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,
the 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 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 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.
The Notice of Public Hearing was published in The Miami Herald advising
that the Authority would hold this public hearing on November 7, 2006, 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.
The affidavits showing Proof of Publication in the Miami Herald will be part
of the records of these proceedings.
Anyone wishing to speak or submit written testimony should give his or her
name and address for the record.
Revised 11/16/06
Health Facilities Authority Board
November 7, 2006 — 5:00 P.M.
Page 4 of 5
Any final approval of the Authority is conditioned upon the Authority's
approval of the plans of financing and approval of the financing documents.
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 is in attendance to answer any
questions. The record should also reflect that John Matuska, a member of the
Authority, is also the CEO of Mercy Hospital, and for that reason, he has
recused himself from any participation in voting to approve or disapprove of
this financing, or involving himself in any Authority discussions pertaining to
this financing.
Is there anyone who wishes to speak or file written testimony on this matter?
Let the record reflect that no one appeared to offer oral or written testimony.
This concludes the public hearing.
• Robin Jones Jackson, Assistant City Attorney advised she had a question and requested
clarification from the Bond Counsel. "The question is we have a quorum to be able to that for
the Authority and if we have a quorum can we say that we would have a majority vote if we
have the vote of two members since John (Matuska) can't vote?"
• Alexandra MacLennan, Bond Counsel advised that a quorum was established and that the
two Authority members could vote.
• Ms. Jackson then reiterated that the two Authority members who had already been sworn in
could consider two resolutions that needed to be considered.
• Ms. Jackson requested the record to reflect that Chair, John Matuska would not participate in
the consideration of the two resolutions because of his voting conflict on behalf of Mercy
Hospital.
• Ms. Jackson requested the other two Authority members, Vice -Chair Marcelino Feal and Ms.
Priscilla Greenfield to consider the two resolutions.
• Mr. Chircut read Resolution 2006-01 into the record. (Copy Attached)
Revised 11/16/06
Health Facilities Authority Board
November 7, 2006 — 5:00 P.M.
Page 5 of 5
• Mr. Feal moved Resolution 2006-01 and it was seconded by Ms. Greenfield. The motion
passed unanimously.
• Mr. Chircut read Resolution 2006-02 into the record. (Copy Attached)
• Ms. Jackson took the opportunity to explain to the Authority that the City of Miami sought
new Requests for Proposals for Financial Advisors since the Authority last met. She advised
that in turn "First Southwest Company" was selected as the first choice and that the City of
Miami entered into an agreement with First Southwest for Financial Advisory services on
behalf of the City and its Boards. She provided a copy of the Resolutions to First Southwest
and together they will resolve any typographical errors. She also provided the Board with the
City authorizing resolution adopted last November which is a multiyear agreement so that the
Authority would know that is why the City was asking for a change in the Financial Advisor.
Also, in accordance with the resolution and previous practices of the Authority, the fees and
expenses of the financial advisor would be paid just as the other expenses of the bond
transactions in accordance with the cost provisions.
• Mr. Feal moved Resolution 2006-02 and it was seconded by Ms. Greenfield. The motion
passed unanimously.
• Meeting adjourned at approximately 5:25 p.m.
Seepersaud Chircut, Secretary
City of Miami, Florida
Health Facilities Authority