Loading...
HomeMy WebLinkAboutPre-LegislationRESOLUTION NO. 06- A RESOLUTION OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $40,000,000 HEALTH SYSTEM REVENUE REFUNDING BONDS, CATHOLIC HEALTH EAST ISSUE, SERIES 2006, OF THE AUTHORITY, THE PROCEEDS OF WHICH WILL BE WILL BE USED TO REFUND THE AUTHORITY'S OUTSTANDING REVENUE REFUNDING BONDS (MERCY HOSPITAL PROJECT) SERIES 1994A (THE "REFUNDED BONDS"); APPROVING THE FORMS OF BOND INDENTURE, LOAN AGREEMENT AND BOND PURCHASE AGREEMENT; AUTHORIZING A NEGOTIATED SALE OF THE BONDS; REQUESTING APPROVAL BY THE CITY IN CONNECTION WITH SUCH BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT WITH RESPECT TO SUCH BONDS, AUTHORIZING THE DELIVERY THEREOF, AND AUTHORIZING THE VICE CHAIR AND THE SECRETARY OR ANY ASSISTANT SECRETARY OF THE AUTHORITY TO APPROVE THE DISTRIBUTION OF A FINAL OFFICIAL STATEMENT WITH RESPECT THERETO; DESIGNATING THE BOND TRUSTEE; AUTHORIZING THE TAKING OF ALL OTHER NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS 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 (the "City"), 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 bonds, and to make and execute loan agreements, leases, contracts, deeds, mortgages, notes and TAMPA/59968.1 23076.00018 1 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) The Authority has previously issued and there remains outstanding the Authority's Revenue Refunding Bonds (Mercy Hospital Project) Series 1994A (the "Refunded Bonds"), the proceeds of which 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. (d) Catholic Health East, a not -for -profit corporation (the "Corporation") and the parent corporation of the Hospital, a "health facility" within the meaning of the Act, has requested the Authority to assist in the refinancing and refunding the Refunded Bonds. (e) The Authority has determined to issue the Bonds for the purpose of providing funds to refinance the Project and refund the Refunded Bonds and to enter into a Bond Indenture, to be dated as of December 1, 2006 (the "Bond Indenture"), with The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), in order to secure payment of the Bonds. (f) Simultaneously with the execution and delivery of the Bond Indenture, the Authority will enter into a Loan Agreement, to be dated as of December 1, 2006 (the "Loan Agreement"), between the Authority and the Corporation, pursuant to which the Corporation agrees to pay to the Authority revenues sufficient to pay principal, redemption premium, if any, and interest on the Bonds, when due. (g) The Corporation 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 cause the Hospital to continue to operate, repair and maintain at its own expense the Prior Projects; and to serve the purposes of the Act and such other responsibilities as may be imposed under the Loan Agreement. (h) The City has and will continue to be able to cope satisfactorily with the impact of the Prior Projects and will be able to provide or cause to be provided when needed the public facilities, including utilities and public services that has been necessary for the Prior Projects. (i) To further secure the loan made to the Corporation, the Corporation will deliver its Master Note No. 2006 (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 Corporation. The Note will be issued under a Supplemental Master Trust Indenture No. to the Master Indenture, dated as of January 1, 1998 and amended and restated as of September 1, 2006, entered TAMPA/59968.1 23076.00018 2 into between the Corporation and J.P. Morgan Trust Company, National Association (the "Supplemental Master Indenture"). (1) Pursuant to the Loan Agreement, the Bond Indenture, the Supplemental Master Indenture, adequate provision has been made for the operation, repair and maintenance of the Prior Projects and for the payment of the principal of and the interest on the Bonds. (k) 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 refunding the Refunded Bonds and the refinancing of the Prior Projects. (1) Pursuant to Section 218.385, Florida Statutes, it is hereby found and determined that a negotiated sale rather than a public sale by competitive bid is in the best interest of the Authority and the Corporation due to 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. (m) Pursuant to Section 147(0 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. (n) The Authority, on November 7, 2006, 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. SECTION 2. AUTHORIZATION OF BONDS. An amount not to exceed $40,000,000 of Health System Revenue Refunding Bonds Catholic Health East Issue, Series 2006 (the "Bonds"), such amount to be set forth in the Bond Purchase Agreement referred to below and executed by the Vice Chair 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 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 Corporation, 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 TAMPA(59965.1 23076.00018 3 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 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 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 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 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 Corporation, all of the provisions of which, when executed by the Corporation, shall be deemed to be a part of this resolution. SECTION 6. AUTHORIZATION OF THE SALE OF BONDS; DELEGATION OF AUTHORITY TO EXECUTE BOND PURCHASE AGREEMENT; CONDITIONS TO EXERCISE OF AUTHORITY. The terms of the Bond Purchase Agreement, the proposed form of which is attached hereto as Exhibit D, are hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein and attaching of exhibits thereto as may be approved within the parameters set forth below by the Vice Chair, such execution to be conclusive evidence of such approval. The Vice Chair and, if required by the document, the Secretary or Assistant Secretary, are hereby authorized to execute the Bond Purchase Agreement for and on behalf of the Issuer pursuant to the terms hereof Subject to the following conditions the Authority hereby authorizes the issuance of the Bonds in accordance with the terms hereof. The Vice Chair is authorized to execute the 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 $40,000,000. B. The final form of Bond Purchase Agreement shall be approved by the Vice Chair of the Authority, counsel to the Authority and bond counsel. C. The purchase price for the Bonds, exclusive of accrued interest, if any, (and without regard to Original Issue Discount, if any), shall not be less than 98% of the aggregate principal amount of the Bonds sold. TAMPA/59968.1 23076.00018 4 D. The true interest cost rate for the Bonds, based upon their award to the Purchaser and the initial rate therefor, shall not exceed Seven (7.00) percent per annum. 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. F. The Bond Purchase Agreement shall be executed within one year of the date of adoption of this resolution. SECTION 7. APPROVAL OF PRELIMINARY OFFICIAL STATEMENT. The use and distribution of the Preliminary Official Statement with respect to the Bonds, a draft form of which is attached hereto as Exhibit E, is hereby approved and ratified, subject to such changes, insertions and omissions and such filling of blanks therein and attaching of exhibits thereto as may be approved within the parameters set forth in Section 6 above. The Vice Chair is further authorized to approve the distribution of the Final Official Statement with respect to the Bonds. To enable the bond purchasers to comply with Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934, as amended (the "Rule"), in connection with the offering and sale of the Issuer's Bonds, the Vice Chair is hereby authorized to execute a certificate concerning those sections of the Official Statement related to the Issuer, as may be required under the Bond Purchase Agreement. SECTION 8. DESIGNATION OF BOND TRUSTEE. The Bank of New York Trust Company, N.A., is hereby designated as Trustee in connection with the Bonds. SECTION 9. 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. SECTION 10. 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 11. 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 TAMPA/59968.1 23076.00018 5 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 12. 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 13. 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 14. ELECTION AS TO REBATE. Prior to the delivery of the Bonds, the Vice 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 Vice Chair. SECTION 15. 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. TAMPA/59968.1 23076.00018 6 SECTION 16. This resolution shall take effect immediately upon its adoption. PASSED AND DULY ADOPTED this 7th day of November, 2006. CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY (SEAL) By: Vice Chair ATTEST: By: Secretary TAMPA/59968.1 23076.00018 7