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HomeMy WebLinkAboutExhibit7EXHIBIT C MINUTES OF THE MEETING OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY August 23, 2007 A meeting of the City of Miami, Florida Health Facilities Authority was held at 5:00 P.M. on Wednesday, August 23, 2007 at 444 S.W. 2"d Avenue, 6th Floor, South Conference Room, Miami, Florida 33130. Members Present: John Matuska, Ms. Priscilla Moss -Greenfield, Ms. Mirtha Guerra - Aguirre. Members Absent: Dr. Margaret Okenwo and Rosie Molina. City Staff and Professionals Present: Seepersaud "Pete" Chircut, Secretary; Robin Jones Jackson, Assistant City Attorney; Lori Smith-La]la, Squire, Sanders & Dempsey L.L.P., Local Bond Counsel; Jerry Mashburn, Senior Vice President and Chief Financial Officer of Mercy Hospital; Ed Marquez, First Southwest Company, Financial Advisor to the Authority. Bond Counsel advised that the first order of business was to approve the minutes of the previous meeting, which was held on November 7, 2006. Upon motion made, seconded and passed, the minutes were approved. The next item of business was to elect a new Vice Chair of the Authority. Upon motions made, seconded and passed, Priscilla Greenfield was elected Vice Chair of the Authority. Pete Chircut remains as Secretary and Diana Gomez remains as Assistant Secretary. 1 TA KAPA/1:01cl i The next item of business was to consider proposed financings on behalf of Mercy Hospital in Miami and Holy Cross Hospital in Fort Lauderdale, Florida (the latter being done pursuant to an InterIocal Agreement). A public hearing was held on these financings on this date immediately prior to this meeting, in accordance with the requirements of the Federal Tax Equity and Fiscal Responsibility act of 1982, as amended, commonly known as "TEFRA." The records of the Authority include the transcript of said TEFRA public hearing. Counsel then read to the Authority, by title only, the two resolutions to be considered, the full resolutions having been presented to the Authority members and having been filed as part of the records of the Authority. RESOLUTION NO. 07-01 A RESOLUTION OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $50,000,000 HEALTH SYSTEM REVENUE BONDS, CATHOLIC HEALTH EAST ISSUE, SERIES 2007A (THE "BONDS"), OF THE AUTHORITY, THE PROCEEDS OF WHICH WILL BE WILL BE USED (A) TO REFUND THE AUTHORITY'S OUTSTANDING HEALTH SYSTEM REVENUE BONDS, CATHOLIC HEALTH EAST ISSUE, SERIES 2003C, (B) FINANCE THE COST OF CERTAIN CAPITAL IMPROVEMENTS MORE PARTICULARLY DESCRIBED HEREIN AND (C) TO PAY ISSUANCE COSTS WITH RESPECT TO THE 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. 2 RESOLUTION NO. 07-02 A RESOLUTION OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $70,000,000 HEALTH SYSTEM REVENUE BONDS, CATHOLIC HEALTH EAST ISSUE, SERIES 2007B, OF THE AUTHORITY, THE PROCEEDS OF WHICH WILL BE LOANED TO CATHOLIC HEALTH EAST TO REFUND THE AUTHORITY'S OUTSTANDING HEALTH SYSTEM REVENUE BONDS, CATHOLIC HEALTH EAST ISSUE, SERIES 2003B AND THE OUTSTANDING CITY OF TAMPA, FLORIDA, HEALTH SYSTEM REVENUE BONDS, CATHOLIC HEALTH EAST ISSUE, SERIES 1998; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTELOCAL AGREEMENT WITH THE CITY OF FORT LAUDERDALE, FLORIDA IN CONNECTION WITH THE ISSUANCE OF SUCH 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. Upon motions made, seconded and passed, these Resolutions authorizing issuance of the bonds of the Authority for the projects identified in the TEFRA Notices of Hearing and the TEFRA hearing itself, were approved. There being no further business to come before the meeting, the meeting was adjourned. 3 Te NAPA/6Q1 Sl I STATE OF FLORIDA. CO -LINTY OF MIAi':h -DA DE I, Seepersaud "Pete Chircut", Secretary of the City of Miami, Florida Health Facilities Authority, DO HEREBY CERTIFY that the above foregoing is a true and correct account of the minutes of the Authority meeting held on August 23, 2007. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 27`h day of August, 2007. (SEAL) 4