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HomeMy WebLinkAboutExhibit B-SUBEXHIBIT B Substitute Item - Original may be found at the end. RESOLUTION 16-02 OF AUTHORITY File No. 1366 �3t0c0 —phi — S ur3 RESOLUTION NO. 16-02 A RESOLUTION OF TI-IE CITY OF MIAMI. FLORIDA HEALTH FACILITIES AUTHORITY AUTHORIZING THE ISSUANCE AND NEGOTIATED SALE OF CITY OF iLI.ah1I, FLORIDA HEALTH FACILITIES AUTHORITY HEALTH FACILITIES REVENUE AND REVENUE REFUNDING BONDS (MIAMI JEWISH HEALTH SYSTEMS. INC. PROJECT), SERIES 2017 (THE `SERIES 2017 BONDS") IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $50.000,000 PURSUANT TO TI-IE PROVISIONS OF PART III OF CHAPTER 154 AND PART II OF CHAPTER 339, FLORIDA STATUTES. AS AMENDED; PROVIDING FOR THE LENDING OF THE PROCEEDS OF THE SERIES 2017 BONDS TO MIAMI JEWISH HEALTH SYSTEMS. INC. (.-MJHS") TO (i) REFUND THE AUTHORITY'S OUTSTANDING HEALTH FACILITIES REVENUE REFUNDING BONDS (MIAMI JEWISI-I HOME AND HOSPITAL FOR THE AGED, INC. PROJECT). SERIES 2005 (THE ..PRIOR BONDS"), AND THEREBY REFINANCE TIIE OBLIGATIONS OF MJIIS (FORMERLY KNOWN AS MIAMI JEWISI I HOME AND HOSPITAL FOR THE AGED. INC.) UNDER A LOAN AGREEMENT BETWEEN THE AUTHORITY AND MJHS, (ii) REFINANCE A LOAN FROM SUNTRUST BANK TO MJHS. (iii) PAY A TERMINATION PAYMENT UNDER AN INTEREST RATE SWAP AGREEMENT BETWEEN SUNTRUST BANK AND MJHS, (iv) FINANCE CERTAIN CAPITAL IMPROVEMENTS AT TI-IE MAIN CAMPUS OF MJI-IS, (v) FUND A DEBT SERVICE RESERVE FUND FOR THE SERIES 2017 BONDS, AND (vi) PAY CERTAIN COSTS OF ISSUANCE OF THE SERIES 2017 BONDS; APPROVING TIIE FORM OF AND AUTHORIZING THE EXECUTION, AUTHENTICATION AND DELIVERY OF THE SERIES 2017 BONDS; APPROVING 'FI-IE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND A LOAN AGREEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT FOR THE SALE OF THE SERIES 2017 BONDS TO THE UNDERWRITERS; PROVIDING FOR THE AWARD AND SALE OF THE SERIES 2017 BONDS TO THE UNDERWRITERS; PROVIDING FOR CERTAIN TERMS AND PROVISIONS OF THE SERIES 2017 BONDS; ❑ELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 20I7 BONDS TO THE CHAIR OR VICE CHAIR OF THE AUTHORITY; AUTHORIZING THE DISTRIBUTION AND USE OF A PRELIMINARY OFFICIAL STATEMENT AND TIIE EXECUTION AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT; DESIGNATING THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS TRUSTEE; APPROVING B.C. Z_IEGLER AND COMPANY AND SUNTRUST ROBINSON 1-IUMPHREY, INC. AS UNDERWRITERS; AUTHORIZING OTHER 010-828 3-0 343/ 3/A ME R iCA S DOCUMENTS. CERTIFICATES, INSTRUMENTS AND ACTS NECESSARY TO EFFECTUATE THE ISSUANCE AND SALE OF THE SERIES 2017 BONDS AND OTHER MATTERS IN CONNECTION THEREWITH: AUTI-IORIZING THE REDEMPTION OF THE PRIOR BONDS AND PROVIDING FOR A NOTICE OF REDEMPTION; RATIFYING. CONFIRMING AND APPROVING ACTIONS OF THE AUTHORITY; RECOMMENDING TO THE CITY COMMISSION OF THE CITY OF MIAMI APPROVAL OF THE ISSUANCE OF THE SERIES 2017 BONDS FOR PURPOSES OF SECTION ] 47(f) OF TI-IE INTERNAL REVENUE CODE OF 1986, AS AMENDED; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. 13E IT RESOLVED BY THE CITY OF MIAMI. FLORIDA HEALTH FACILITIES AUTHORITY. AS FOLLOWS: SECTION I. 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 `City Commission"). as amended by Resolution No. 79-330 adopted on May 22, 1979 by the City Commission (collectively. the "Enabling Resolution"), by the City Commission pursuant to Part III of Chapter 154. Florida Statutes, as amended, known as the I-Iealth Facilities Authorities Law. This Resolution is adopted pursuant to the provisions of said Health Facilities Authorities Law and Part II of Chapter 159. Florida Statutes, as amended (together, the "Act' ), and other applicable provisions of law. (B) The Authority is authorized by the Act to finance and refinance health facilities by the issuance of bonds for the purpose of paying all or any portion of the costs of any "project," as defined in the Act, or refunding bonds or other obligations previously issued for that purpose. (C) Miami Jewish Health Systems, Inc. ("MJFIS"). a Florida not -for -profit corporation and a tax exempt entity under Section 501(c )(3) of the Internal Revenue Code of 1986. as amended (the .`Code"), has requested the Authority to issue its Health Facilities t1 0-82e 3-O343j3/AMER! CAS Revenue and Revenue Refunding Bonds (Miami Jewish Health Systems. Inc. Project)_ Series 2017 (the "Series 2017 Bonds"). in an aggregate principal amount of not exceeding $50,000.000, in order to (i) refund the Authority's outstanding 1lealth Facilities Revenue Refunding Bonds (Miami Jewish Horne and Ilospital for the Ailed. Inc. Project). Series 2005 (the Prior Bonds"). and thereby refinance the obligations of MJ1-IS (formerly known as Miami Jewish Home and I-Iospital for the Aged. Inc.) under a Loan Agreernent between the Authority and WHS. (ii) refinance a loan from SunTrust Bank to MJHS (such loan together with the Prior Bonds, the .'Prior Debt"). (iii) pay a termination payment under an interest rate .swap lwreernent between SunTrust Bank and MJHS, (iv) finance certain capital improvements at the main campus of MJI-IS (the "New Money Portion"). (v) fund a debt service reserve fund for the Series 2017 Bonds, and (vi) pay certain costs of issuance of the Series 2017 Bonds. (D) The proceeds of the Prior Debt financed and refinanced. and the proceeds of the New Money Portion will finance. certain capital improvements to MJ%IS"s main campus (collectively, the Financed Facilities"). (E) The Authority has on this date held a duly noticed public hearing pursuant to the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (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 Series 2017 Bonds. A copy of the notice of said public hearing, as published in The Miami Herald on November 17, 2016, is attached hereto as Exhibit A. The Authority now desires to authorize the issuance of the Series 2017 Bonds pursuant to this Resolution and to recommend that the City Commission approve the issuance of the Series 2017 Bonds for purposes of Section 147(0 of the Code. 010-8283.0343/3/AMCR ICAS (F) As required under the Enabling Resolution. on October 26. 2016. the Authority through Squire Patton Boggs (US) 1.LP (..Bond Counsel"). solicited comments from the Health Council of South Florida. Inc. (the " I-Iea1th Council"), with respect to the issuance of the Series 2017 Bonds for the purpose of refunding the Prior Debt. (G) The Health Council responded in a letter dated November 1, 2016 that it did not have any material concerns regarding such refunding transaction. (I -I) There have been presented to the Authority at this meeting the forms of (i) a Loan Agreement (the "Loan Agreement"). to be entered into by and between the Authority and MJHS: (ii) an Indenture of Trust (the `Indenture"), to be entered into by and between the Authority and The Bank of New York Mellon Trust Company. N.A., as lruslee (the "Trustee '), which includes the form of Series 2017 Bonds; and (iii) a Bond Purchase Agreement (the "Purchase Agreement"), to be entered into by and between the Authority and B.C. Ziegler and Company, as representative of itself and SunTrust Robinson Humphrey. Inc, (collectively. the -Underwriters") and approved by MJI-IS, all pertaining to the issuance and sale of the Series 2017 Bonds, (I) In connection with the issuance of the Series 2017 Bonds by the Authority and the loan of the proceeds thereof to MJHS, (i) pursuant to a Master Trust Indenture (the "Master Trust indenture"), to be entered into by and among MJ1-IS. Miami Jewish Health Systems Foundation, Inc.. Florida Pace Centers. Inc. and The Bank of New York Mellon Trust Company. N.A., as master trustee (in such capacity, the "Master Trustee"), and a Supplemental Indenture Number 1, to be entered into between MJHS and the Master Trustee, MJI-IS will issue an Obligation (as defined in the Master Trust Indenture) (the "Series 2017 Note") securing the payment of the Series 2017 Bonds. and (ii) MJHS will execute and deliver a Mortgage. Fixture Filing and 4 01O-8283-034 3/ 3/AM E R ICA S Security Agreement to the Master Trustee securing the obligations under the Master Trust Indenture. (.1) IVIJ1-IS has represented and the Authority hereby finds and determines that: (1) MJHS is a "health facility" as defined in Section 154.205(8), Florida Statutes: (2) Each of the Financed Facilities constitutes a -project." as defined in Section 154.205(10). Florida Statutes. and in Section 159.27(5), Florida Statutes. and a "health care facility" as defined in Section 159.27(16). Florida Statutes. and the Financed Facilities are eligible for financing and refinancing under the Act; (3) The Financed Facilities are for the benefit of the people of the State. the South Florida area, fvliami-Dade County (the "County') and the City of Miami_ Florida (the -'City..). and \yill improve the health and living conditions of the population, will provide access to a health care facility to assist in the development and maintenance of public health and will assist the State, the South Florida area. the County and the City in providing the facilities and structures needed by the community to accomplish the purposes of the Authority and the Act: (4) The Financed Facilities are appropriate to the needs and circumstances of the City and shall make a significant contribution to the economic growth and public health of the City, shall provide or preserve gainful employment and shall serve a public purpose by advancing the economic prosperity. public health and general welfare of the State of Florida and its people as stated in Section 159.26, Florida Statutes; O10-8283.t 3R3/3/AMERiCAs (5) Adequate provision is made in the Loan Agreement for the operation. repair and maintenance: of the Financed Facilities at the expense of MJf1S and for the payment of principal of. premium. if any, and interest on the Series 2017 Bonds; (6) MJI-IS is financially responsible and fully capable and willing to fulfill (a) its obligations under the Loan Agreement and other financink, documents. including the obligation to pay loan payments in installments in the amounts and at the times necessary to provide funds for the timely payment of the Series 2017 Bonds and debt service thereon. (b) its obligation to operate. repair and maintain the Financed Facilities at its own expense, and to serve the purposes of the Act and (el all other responsibilities and obligations as may be imposed under the Loan Agreement and other Financing documents. due consideration having been given to the criteria specified in Section I59.29(2)Florida Statutes: (7) The City and any other local agencies in the City have been and ill be able to cope satisfactorily with the impact of the Financed Facilities and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation. repair and maintenance of the Financed Facilities on account of any increases in population or other circumstances resulting therefrom; (8) Adequate provision is made in the Loan Agreement fur the payment by MJf-1S of the loan payments in installments sufficient to pav the debt service thereon and other amounts required by the Loan Agreement and other financing documents: and 010-8283-0343/3/AM ER ICA 5 (9) The costs to be paid from the proceeds of the Series 2017 Bonds shall be costs of a "project- Nvithin the meaning of the Act; if applicable, all certificates of need required for the Financed Facilities have been obtained or an exemption therefrom has been obtained by MJHS. (K) In connection with the sale of the Series 2017 Bonds. MJHS has requested that the Authority enter into the Purchase Agreement under which the Authority will agree to sell all (but not less than all) of the Series 2017 Bonds to the Underwriters at the purchase price authorized therein. all on the basis of the representations and the terms and conditions set forth in the Purchase Agreement. (L) Pursuant to Section 218.385. Florida Statutes. as amended, the Authority hereby approves a negotiated sale of the Series 2017 Bonds, based upon the following findings as to the reasons requiring such negotiated sale: (1) It is the general policy of the Authority that, subject to such requirements, if any. as may be adopted from time to time by the Authority. the manner in which the Series 2017 Bonds shall be sold, so long as complying with all applicable federal and state statutes, shall be the prerogative of the owner of the project being financed or refinanced with the proceeds of the Series 2017 Bonds. since the obligation for the payment of the Series 2017 Bonds rests with such owner and neither the Authority, the City. the County. the State of Florida nor any political subdivision thereof is responsible for such repayment or any associated expense; (2) Because of the complex nature of the financing. the structure and timint of the issuance of the Series 2017 Bonds require extensive planning. and it is 7 0IO-3283-0343/3/AMERICAS impracticable for n1.I1-IS to engage in such planning within the time constraints and uncertainties inherent in a competitive bidding process: (3) The vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and sell the Series 2017 Bonds, in order to obtain the best interest rates available. There is insufficient time to respond to favorable conditions by offering the Series 2017 Bonds for competitive sale. The Authority Nvill receive on or before the execution and delivery, on behalf of the Authority, of the Purchase Agreement_ a disclosure statement from the Underwriters, setting forth the information required by Section 218,385. Florida Statutes, as amended. (M) A form of Preliminary Official Statement relating to the Series 2017 Bonds (the ..Preliminary Official Statement") has been prepared and presented to the Authority at this meeting and it is desirable to approve the distribution and use thereof and to authorize the execution and distribution of the final Official Statement, (N) Based on the foregoing, the Authority desires to provide for the sale and issuance: of the Series 2017 Bonds and the execution of certain documents in connection therewith. as provided in this Resolution. SECTION 2, Definitions. All capitalized terms used herein. which are not otherwise defined herein. shall have the meanings specified in the Loan Agreement. unless the context otherwise requires. "Chair„ means the Chair of the Authority or. in the absence or inability to act of the Chair, the Vice Chair of the Authority. SECTION 3. Issuance and Terms of the Series 2017 Bonds, The Authority hereby authorizes the issuance, sale, execution and delivery of the Series 2017 Bonds in the total 8 010.828 3-0343/3/A M E HI CAS aggregate principal amount not to exceed $50,000,000 for the puiposes described in Section I(C) above. The Series 2017 Bonds shall he designated "City of Miami. Florida Health Facilities Authority Health Facilities Revenue and Revenue Refunding Bonds (Miami Jewish Health Systems. Inc. Project). Series 2017". The Series 2017 Bonds shall be in such aggregate principal amount. shall be dated. shall mature on such date or dates in such year or years. not later than the year 2046, shall bear interest at such fixed rate or rates as provided for in the Indenture. payable on such dates and shall he subject to mandatory and/or optional redemption. all as is determined and established in the Indenture and the Purchase Agreement. The Chair is hereby authorized to approve, on behalf of the Authority, such principal amount (within the limitations herein provided), such date of the Series 2017 Bonds, such maturity date or dates. such interest rate or rates, such interest payment dates and such mandatory and/or optional redemption provisions, such approval to be conclusively evidenced by the execution and delivery of the Indenture. The Series 2017 Bonds shall be issued as fully registered bonds. initially in book -entry only loan as provided in the Indenture, in the denominations and the form provided for in the Indenture, with such appropriate variations, omissions or insertions as are permitted or required by the Indenture and with such other changes as shall be approved by the Chair after consultation with Bond Counsel and the City Attorney, such approval to be established by his or her execution thereof, and may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. The execution and delivery of the Series 2017 Bonds substantially in the form mentioned above is hereby authorized, and the execution of the Series 2017 Bonds lbr and on behalf of the Authority vvith a facsimile or manual signature by the Chair, with the official seal of the Authority impressed or imprinted thereon and attested with a 0]0.8283-0343/3/AMERICAS facsimile or manual signature by the Secretary or an Assistant Secretary of the :Authority-. are hereby authorized and shall be conclusive evidence of any such approval. The Series 2017 Bonds and principal of, premium. if any, and interest thereon shall he payable solely from the sources specified therein and in the Indenture. The Series 2017 Bonds shall be limited and special obligations of the Authority. as required by the Act and as stated in the Series 2017 Bonds and in the Indenture, The Series 2017 Bonds and the debt service thereon shall not be deemed to constitute a debt, liability, obligation or a pledge of the faith and credit or taxing power of the City or of the State of Florida or any political subdivision thereof within the meaning of any constitutional. legislative or charter provision or limitation and the registered owners of the Series 2017 Bonds shall never ha%e the right, directly or indirectly. t0 require or compel the exercise of the taxing power of the City, of the State of Florida or any political subdivision thereof or taxation in any firm on any real or personal property for the payment of the principal of. premium, if any. or interest on the Series 2017 Bonds or for the payment of any other amounts provided in this Resolution or in the Indenture. The Authority has no taxing power. Neither the Authority. the City. the County nor the State of Florida or any political subdivision thereof. shall be obligated to pay the principal of or the premium. if any. or the interest on the Series 2017 Bonds. except the Authority's obligation to pay the same solely from the sources provided in the Indenture. SECTION 4. Appointment of Trustee and Approval of the Form and Authorization of Execution and Delivery of the Indenture. The Bank or New York Mellon Trust Company. N.A., a national banking association organized and existing under the laws of the United States of America. is hereby designated to serve as Trustee under the Indenture. The execution and delivery of the Indenture by and between the Authority and the Trustee is hereby authorized and 10 ❑lO-32s 3-U34 3/3/AM ER ICAS approved. The Indenture shall be executed by and on behalf of the Authority by the Chair with the official seal of the Authority impressed thereon and attested by the Secretary or any Assistant Secretar of the Authority in substantially the form presented to the Authority at this meeting. subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made therein upon the advice of Bond Counsel or the Cite Attorney and which shall be approved by the Chair. ith the execution of the Indenture by the Chair being conclusive evidence of the approval of any such changes, insertions. emissions or filling in of blanks. SECTION 5. Authentication of the Series 2017 Bonds, The Series 2017 Bonds, upon their execution substantially in the form and manner set forth in the Indenture. shall be delivered to the Trustee for authentication. and the Trustee is hereby authorized and directed to authenticate and to deliver the Series 2017 Bonds to or upon the order- of the Underwriters- upon payment of the purchase price therefor. all as more fully provided in. and subject to the terms and conditions of. the Purchase Agreement and the Indenture. SECTION 6. Approval of the Form and Authorization of Execution and Delivery of the Loan Aueement. The execution and delivery of the Loan Agreement by and between the Authority and i1VIJI-IS is hereby authorized and approved. The Loan Agreement shall be executed by and on behalf of the Authority by the Chair with the official seal of the Authority impressed thereon and attested by the Secretory- or any Assistant Secretary, in substantially the form presented to the Authority at this meeting. subject to such changes. insertions. omissions and such filling in of blanks therein as hereafter may be approved and made therein upon the advice of Bond Counsel or the City Attorney and which shall be approved by the Chair, with the 010-8283-0343/3/AMERICA5 execution of the Loan Agreement by the Chair being conclusive evidence of the approval of any such changes. insertions. omissions or filling in of blanks, SECTION 7. Use of Proceeds, All proceeds received from the sale of the Series 2017 Bonds are to be loaned to MJI-IS pursuant to the terms or the Loan Agreement and deposited and used as provided for in the Loan Agreement and the Indenture. SECTION 8, Award of the Series _2017 Bonds and Approval of the Font' and Authorization of the Execution and Delivery of the Purchase Agreement. The Authority hereby approves the form of the Purchase Agreement, substantially in the form presented to the Authority at this meeting with such additions and completions as may be approved upon the advice of Bond Counsel or the City Attorney by the Chair and authorizes and approves the sale of the Series 2017 Bonds to the Underwriters. at the purchase price and upon the terms and conditions set forth herein and/or- in the Purchase Agreement, Upon compliance by the Underwriters with the requirements of Section 218.385(6). Florida Statutes, the Chair is hereby authorized to execute and deliver and each of the Secretary or Assistant Secretary, is authorized to seal and attest the Purchase Agreement, in the form attached hereto, subject to such insertions. modifications, changes, and such filling in of blanks therein upon the advice of Bond Counsel or the City Attorney as are necessary to evidence the terms of the Series 2017 Bonds; provided that the principal amount of the Series 2017 Bonds shall not exceed $50,000,000. the Underwriters' fee and expenses (or discount) shall not be more than two percent (2%) of the principal amount of the Series 2017 Bonds. any optional redemption prices shall not exceed one hundred four percent (104%) of the principal amount of the Series 20] 7 Bonds to be redeemed. the mandatory redemption price shall not exceed one hundred percent (100 /) of the principal amount of the Series 2017 Bonds to be redeemed and the final maturity' of the Series 2017 Bonds shall be not 12 010-R 2834334 3/3 /AM ER1 [AS Iater than the year 20-16. The execution and delivery of the Purchase Agreement by the Chair and the attestation and sealing thereof by the Secretary or Assistant Secretary shall beconclusive evidence of the Authority's approval of any such insertions, modifications and changes or filing in of blanks. SECTION 9. Approval of the Form and Distribution of the Preliminary Official Statement and the Execution and Delivery of the Official Statement. The Authority has been presented with a form of Preliminary Official Statement relating to the sale of the Series 2017 Bonds. The distribution and use of the Preliminary Official Statement for the Series 2017 Bonds in substantially the form presented to the Authority at this meeting in connection with the sale of the Series 2017 Bonds is hereby authorized and approved. The Chair is hereby authorized to "deem final" the Preliminary Official Statement for purposes of Securities and Exchange Commission Rule 15c2-12. A final Official Statement relating to the Series 2017 Bonds shall be prepared in substantially the form of the Preliminary Official Statement, with such changes as shall be necessary to conform to this Resolution and the Purchase Agreement, including the insertion of information regarding the offering price or prices, interest rate or rates, selling compensation. amount of proceeds. delivery date and other terms depending on such factors and with such other changes, including changes in financial data. modifications, deletions and additions as may be required or deemed necessary by Bond Counsel, the City Attorney or the Under -niters or their counsel and approved by the Chair (which approval shall be conclusively presumed from the execution thereof). The Chair is hereby authorized to execute and deliver the final Official Statement and is further authorized to execute any supplemental Official Statement if deemed necessary by, the Underwriters or the aforesaid counsel to reflect any such changes. The Authority has not confirmed, and assumes no responsibility for. the accuracy. sufficiency or 13 0l0.8283-0 34 3 / 3/A M E R ICAs fairness ofany statements in the Preliminary Official Statement or the final Official Statement or any supplements thereto. other than statements and information therein relating. to the Authority under the headings '-THE ISSUER,"" "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS — issuer" and "LITIGATION — Issuer." SECTION 10. Actions: Authorization of Further Actions. (a) All actions of officers. employees. agents and officials of the Authority taken in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Series 2017 Bonds are hereby ratified. approved and confirmed. The officers, officials, agents and employees of the Authority are hereby authorized and directed to take such further actions in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Series 2017 Bonds as may be necessary or desirable. Such officers. officials, agents and employees of the Authority are hereby authorized and directed to execute all other documents and closinLcertificates relating to the issuance of the Series 2017 Bonds and the application of the proceeds thereof, including, but not limited to (i) an assignment of the Series 2017 Note to the Trustee. and (ii) a Tax Certificate and Agreement and a Form 8038, each of which shall be based on the relevant information provided by the Underwriters, MJHS and other parties. Such documents and certificates shall be in such forms as are approved by Bond Counsel. (b) Each official of the Authority is further authorized to make or effect, at the request of MJHS, any election. selection_ choice, consent. approval. or waiver on behalf of the Authority upon the advice of Bond Counsel with respect to the Series 2017 Bonds as the Authority is permitted or required to snake or give under the federal income tax laws (including any one or more elections permitted by the provisions of Section 148 of the Code to be made by 14 I OA283.034 3/3/A M ER ICAS the Authority prior to or after the issuance of the Series 2017 Bonds). for the purpose ofassuring. enhancing or protecting favorable tax treatment or characterization of the Series 2017 Bonds or interest thereon or assisting compliance with requirements for that purpose. reducing the burden or expense of such compliance, reducing the amount of rebate payments. penalties or other payments wider Section 148 of the Code. or obviating such amounts or payments, as determined by such official upon the advice of Bond Counsel. Anv such action of such official or officer shall be in writing (and may be included in the Authority's Tax Certificate and Agreement) and signed by such official. and if required by the Code or Treasury Regulations shall be fled in accordance therewith. SECTION 11. Expenses of Financing. The Authority shall not be obligated to pay any costs or expenses relating to the financing herein authorized. and all such costs and expenses shall be paid by MJI-1S out of proceeds of the. Series 2017 Bonds if and when issued or from other funds of MJHS, The adoption of this Resolution shall not impose any financial liability on the Authority to MJHS or to any other person or legal entity, The Authority designates Squire Patton Boggs (US) LLP to serve as Bond Counsel to the Authority in connection with the Series 2017 Bonds and consents to the designation by MJHS of the Underwriters and the Trustee. MJI-IS shall be solely responsible for the fees and expenses of the foregoing persons, provided that. subject to any limitations imposed by federal tax law. initial fees and expenses may be paid from Bond proceeds. SECTION 12. Redemption of Prior Bonds; Notice of Redemption. The Authority hereby authorizes and directs The Bank of New York Mellon -Trust Company. N.A., as trustee for the Prior Bonds (the "Prior Bonds Trustee") to send a notice of redemption as required by the indenture of trust pursuant to which the Prior Bonds were issued and hereby authorizes and 15 410.$ 2$3-O34313/AMf RICAs directs the Prior Bonds Trustee to redeem on such date as authorized under the indenture of trust pursuant to which the Prior Bonds were issued. the Prior Bonds from the proceeds of the Series 2017 Bonds or other amounts made available therefor. The aforementioned notice of redemption may be conditioned upon the receipt of sufficient proceeds of the Series 2017 Bonds to pay the redemption price of the Prior Bonds. SECTION 13. Recommendation of Approval of Series 2017 Bonds. The Authority hereby recommends that the City Commission approve the issuance of the Series 2017 Bonds for purposes of Section 147(1) of the Code. SECTION 14. 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 fir 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 15. Governing Law. The Series 2017 Bonds are to be issued and this Resolution is adopted under. and all documents. instruments and ccrtilicates described herein and necessary for issuance of the Series 2017 Bonds, shall be executed and delivered or accepted. as the case may be. in accordance with and governed by the laws ofthe State of Florida. 16 O1O82$3.3343/3/RM ERICAS SECTION 16. Effective Date, This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 2nd day of December. 2016. [SEAL] Attest: Bv: Secretary - Approved b\ the City Attorney as to form and correctness: By: Victoria Mendez, City Attorney 17 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY Chair 010-8283-0343/3/AMERICA5 EXHIBIT A TEFRA NOTICE A-1 C1O-8283.6343/3JAMERICAS rJ , sl.' t n L: !hi MEDIA COMPANY PUBLISHED DAILY MIAMI-DADE-FLORIDA STATE OF FLORIDA COUNTY OF MIAMI.flAD1 Before the undersigned authority personally. appeared: JEANNETTE MARTINE . who on oath says Mat h'she is CUSTODIAN OF RECORDS of The Miami I leiald, a daily newspaper published at M4liarni in Miami -Dade County. Florida: that the attached copy of advertisement that was published was published in said newspaper in the issue of. era) Miami Herald AIM 0002787293-01 November 17tch 2016 Afliant further says that the said -rhe 11/liainj Herald is a newspaper published at Miami, in the said Miami -Dade County. Florida and that Ilse said newspaper has heretofore been continuously published in said Dade County. Florida each days and has been entered as second class mail matter at the post office in Miami, in said Miami -Dade County, Florida, for a period of one year i)ext preceding tiac first publication of the attached copy of advertisement; and atrium further says that he has neither paid nor promised any, person, firm or corporation any discount. rebate, commission or refund for the purpose of securing this advertisement for publication in the said ncwspapers(s). • _ Sworn to and subscribed belies. Dale tli ; 1st, day of December, 20115 My Commission Expires; April? I'i', 2017 M, Charles. Notary. Jackson, Robin Jones From: Soto, B. Lori Sent: Thursday, November 17, 2016 9:10 AM To: Blanco, Armando; Jackson, Robin Jones Subject: FW: E-Tearsheet notification (CITY OF MIAMI FINANCE DEPT for 11/17/2016) FYI Lori Soto :•-i-itant et} the t'irc.tor, PelNarment Financu City- of \ Liaini 444 S\V 2,d Avenue, {;F oor Miami, FL 33130 Phonc (305) 416 1343 Entail lorisotoPmiamiaoe .cone From: etearsheet@olivesoftware.com [rnaiito:etearsheetCa olivesoftware.com) Sent: Thursday, November 17, 2016 9:04 AM To: Soto, B. Lori Subject: E-Tearsheet notification (CITY OF MIAMI FINANCE DEPT for 11(17/2016) Your Tear -sheet is ready! Good Morning! This email will allow you access to the Olive electronic tearsheet program. Cfick on the link below for publication confirmation and tearsheets of the ads placed in today's newspapers (11/17/2016). CITY OF MIAMI FINANCE DEPT (Advertiser [D: 557120 . 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Sri= .111 ••• k • 4.10egir,i111441r Miami %%ill feel !culler:mires in the ls (his t‘yekend 'Fcei the Difference Joins with Arthritis and Pain Clinics fall us for o second opinion on your Pain. Free Examination! 305 851 6911 Kendall - Flagler Miami Lakes Pembroke Pines Raferel Roy Cl t I L.I. L L. al Le, ItiL I ^ • , ( IN• Of 111‘111.1,11 0101)1 iii: ‘I ‘1 II II If. s ‘i IlilIki I '1 PI RI (11 11.114.1.111. N.11114 1 4111 14414 I.114 N. , I. I •11....4. SUBSTITUTED. EXHIBIT B RESOLUTION 16-02 OF AUTHORITY (Draft attached for purposes of City Commission Agenda Print Deadli e and the final Resolution 16-02 adopted by the Authority to be distributed separates • y HFA Staff after the HFA's December 2"`' meeting) J)L; F r beci FT RESOLUTION NO. 16-02 SUBSTITUTED. D TH 2017 NOT IONS OF PTER 159, FOR THE 17 BONDS TO TO (i) REFUND TH FACILITIES ISH HOME AND ). SERIES 2005 (THE REFINANCE THE OWN AS MIAMI JEWISH D, INC.) UNDER A LOAN HORITY AND MJHS, (ii) ST BANK TO MJHS, (iii) PAY ER AN INTEREST RATE SWAP RUST BANK AND MJHS. (iv) IMPROVEMENTS AT THE MAIN A DEBT SERVICE RESERVE FUND DS, AND (vi) PAY CERTAIN COSTS OF S 2017 BONDS; APPROVING THE FORM G THE EXECUTION, AUTHENTICATION HE SERIES 2017 BONDS; APPROVING THE IZING THE EXECUTION AND DELIVERY OF OF TRUST AND A LOAN AGREEMENT: FORM AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT FOR THE E SERIES 2017 BONDS TO THE UNDERWRITER: FOR THE AWARD AND SALE OF THE SERIES 2017 0 THE UNDERWRITER; PROVIDING FOR CERTAIN AND PROVISIONS OF THE SERIES 2017 BONDS; ATING CERTAIN MATTERS IN CONNECTION WITH THE ANCE OF THE SERIES 2017 BONDS TO THE CHAIR OR VICE AIR OF THE AUTHORITY; AUTHORIZING THE DISTRIBUTION ND USE OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT; DESIGNATING THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS TRUSTEE; APPROVING B.C. ZIEGLER AND COMPANY AS UNDERWRITER; AUTHORIZING OTHER DOCUMENTS, CERTIFICATES, INSTRUMENTS AND ACTS A RESOLUTION OF THE CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY AUTHORIZING THE ISSUANCE AND NEGOTIATED SALE OF CITY OF MIAMI, FLORIDA HEALT FACILITIES AUTHORITY HEALTH FACILITIES REVENUE REVENUE REFUNDING BONDS (MIAMI JEWISH HE SYSTEMS, INC. PROJECT), SERIES 2017 (THE "SER1E BONDS") IN AN AGGREGATE PRINCIPAL AMOU EXCEEDING $5OE000,000 PURSUANT TO THE PROV PART III OF CHAPTER 154 AND PART II OF C FLORIDA STATUTES, AS AMENDED: PROVIDI LENDING OF THE PROCEEDS OF THE SERIES MLAMI JEWISH HEALTH SYSTEMS. INC. ("MJHS THE AUTHORITY'S OUTSTANDING HE REVENUE REFUNDING BONDS (MIAMI J HOSPITAL FOR THE AGED. INC. PROJEC "PRIOR BONDS"), AND THEREB OBLIGATIONS OF MJHS (FORMERLY HOME AND HOSPITAL FOR THE A AGREEMENT BETWEEN THE A REFINANCE A LOAN FROM SUNT A TERMINATION PAYMENT U AGREEMENT BETWEEN S FINANCE CERTAIN CAPIT CAMPUS OF MJHS, (v) F FOR THE SERIES 2017 BO ISSUANCE OF THE SER OF AND AUTHORIZI AND DELIVERY OF FORM AND AUTH AN i[NDENTUR APPROVING T AND DELIVE SALE OF T PROVID BONDS TERM DEL ISS C O 10-8 283-034 3/ 2 /AM E RICAS SUBSTITUTED. 1)61 F NECESSARY TO EFFECTUATE THE ISSUANCE AND SALE THE SERIES 2017 BONDS AND OTHER MATTERS IN CONNECTION THEREWITH: AUTHORIZING THE REDEMP ION OF THE PRIOR BONDS AND PROVIDING FOR A NOT . E OF REDEMPTION; RATIFYING, CONFIRMING AND APPOVING ACTIONS OF THE AUTHORITY; RECOMMENDING TO HE CITY COMMISSION OF THE CITY OF MIAMI APPRO\'. OF THE ISSUANCE OF THE SERIES 2017 BONDS FOR P RPOSES OF SECTION l47(t} OF THE INTERNAL REVENUE CO E OF 1986. AS AMENDED: PROVIDING FOR SEVERABI Y AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY OF M1AMI, LORIDA HEALTH FACILITIES AUTHORITY, AS FOLLOWS: SECTION 1. Recitations and Findings. (A) the City of Miami, Florida Healt Facilities Authority (the "Authority") was created by Resolution No. 79-93, adopted on •-bruary 22, 1979 by the City Cominission of the City of Miami, Florida (the "City Commis • on"), as amended by Resolution No. 79-330 adopted on May 22, 1979 by the City Commis on (collectively, the "Enabling Resolution"), by the City Commission pursuant to Part III . Chapter 154. Florida Statutes, as amended, known as the Health Facilities Authorities L This Resolution is adopted pursuant to the provisions of said Health Facilities Authoriti=s Law and Part II of Chapter 159, Florida Statutes, as amended (together, the "Act'). a : other applicable provisions of law. (B) The • uthority is authorized by the Act to finance and refinance health facilities by the issuane of bonds for the purpose of paying all or any portion of the costs of any "project." defined in the Act, or refunding bonds or other obligations previously issued for that pu nose. (C) Miami Jewish Health Systems, Inc. ("MJHS"), a Florida not -for -profit corporation and a tax exempt entity udder Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), has requested the Authority to issue its Health Facilities 010-8283-0343/W/AMERICAS 'SUBSTITUTED. Revenue and Revenue Refunding Bonds (Miami Jewish Health Systems, [nc. roject), Series 2017 (the "Series 2017 Bonds"), in an aggregate principal amount of not exce ding $50,000,000, in order- to (i) refund the Authority's outstanding Health Facilities Rev; ue Refunding Bonds (Miami Jewish Horne and Hospital for the Aged, inc. Project), Serie 2005 (the Prior Bonds"), and thereby refinance the obligations of MJHS (formerly know ' as Miami Jewish Home and Hospital for the Aged. Inc.) under a Loan Agreement hen v en the Authority and MJHS, (ii) refinance a loan from SunTrust Bank to MJHS (such lo.n together with the Prior Bonds. the "Prior Debt"). (iii) pay a termination payment under . 1 interest rate swap agreement between SunTrust Bank and MJHS, (iv) finance certain ►dpital improvements at the main campus of MJHS (the "New Money Portion"), (v) fun. a debt service reserve fund for the Series 2017 Bonds. and (vi) pay certain costs of issuan►- of the Series 2017 Bonds. (D) The proceeds of the P `.r Debt financed and refinanced, and the proceeds of the New Money Portion will finan certain capital improvements to MJHS's main campus (collectively, the "Financed Far lities"). (E) The Autho ' v has on this date held a duly noticed public hearing pursuant to the requirements of Sectio. 147(f) of the internal Revenue Code of 1986, as amended (the "Code"), for the purpose of giving all interested persons an opportunity to express their views, either orally or in wri ng, on the proposed issuance of the Series 2017 Bonds. A copy of the notice of said public searing, as published in The Miami Herald on November 17, 2016, is attached hereto as Exh .it A. The Authority now desires to authorize the issuance of the Series 2017 Bonds pur: Cant to this Resolution and to recommend that the City Commission approve the issuance of e Series 2017 Bonds for purposes of Section 1470) of the Code. 010-8283.034 3/2/AM E R ICAS SUBSTITUTED. 1eRFT (F) As required under the Enabling Resolution, on October 26_ 201 Authority through Squire Patton Boggs (US) LLP ("Bond Counsel"), solicited conunen fi-oin the Health Council of South Florida, Inc. (the "Health Council"), with respect to the "ssuance of the Series 2017 Bonds for the purpose of refunding the Prior Debt. (G) The Health Council responded in a letter dated No .mber 1, 2016 that it did not have any material concerns regarding such refunding transactio (H) There have been presented to the Authority this meeting the fonns of (i) a Loan Agreement (the "Loan Agreement"), to be entered into y and between the Authority and MJHS: (ii) an Indenture of Trust (the "Indenture"), to be e tered into by and between the Authority and The Bank of New York Mellon Trust Compan , N.A.. as trustee (the "Trustee"). which includes the form of Series 2017 Bonds; and ii) a Bond Purchase Agreement (the "Purchase Agreement"), to be entered into by and etween the Authority and B.C. Ziegler and Company, as underwriter (the "Underwriter") anaccepted by MJHS, all pertaining to the issuance and sale of the Series 2017 Bonds. (I) In connection with the issuance of the Series 2017 Bonds by the Authority and the loan of the proceeds the of to MJHS, (I) pursuant to a Master Trust Indenture (the "Master Trust Indenture"), to he e► ered into by and among MJHS, Miami Jewish Health Systems Foundation, Inc.. Florida P { e Centers, Inc, and The Bank of New York Mellon Trust Company, N.A., as master trust (in such capacity, the "Master Trustee"), and a Supplemental Indenture Number 1, to be et ered into between MJHS and the Master Trustee, MJHS will issue an Obligation (as defied in the Master Trust Indenture) (the "Series 2017 Note") securing the payment of the Series 2017 Bonds. and (ii) MJHS will execute and deliver a Mortgage, Fixture Filing and 4 030-82B3-034 3'2/AM ERICA S SUBSTITUTED. D rFT Security Agreement to the Master Trustee securing the obligations under t1 Master Trust indenture. (J) MJFIS has represented and the Authority hereby finds and etermines that: (1) MJHS is a "health facility" as defit -d in Section 154.205(8), Florida Statutes; (2) Each of the Financed Facilities onstitutes a "project" as defined in Section 154.205(10). Florida Statutes, an in Section 159.27(5), Florida Statutes, and a "health care facility" as defined Section 159.27(16), Florida Statutes, and the Financed Facilities are eligible or financing and refinancing under the Act; (3) The Financed racilities are for the benefit of the people of the State, the South Florida ar-a, Miami -Dade County (the "County") and the City of Miami, Florida (the "► ty"), and will improve the health and living conditions of the population, 1 provide access to a health care facility to assist in the development a d maintenance of public health and will assist the State, the South Florida ar:, the County and the City in providing the facilities and structures neede• .y the community to accomplish the purposes of the Authority and the A (4) The Financed Facilities are appropriate to the needs and circumstances of the City and shall make a significant contribution to the economic g wth and public health of the City, shall provide or preserve gainful employment and shall serve a public purpose by advancing the economic prosperity, public health and general welfare of the State of Florida and its people as stated in Section 15926, Florida Statutes; 5 I) F 01G-8283-0343f2/AMERI CAS SUBSTITUTED. Dgh FT (5) Adequate provision is made in the Loan Agree .ent for the operation, repair and maintenance of the Financed Facilities a the expense of M,ll-IS and for the payment of principal ofpremium, if any and interest on the Series 2017 Bonds: (6) MJHS is financially responsible and illy capable and willing to fulfill (a) its obligations under the Loan A eernent and other financing documents, including the obligation to pay an payments in installments in the amounts and at the times necessary to pro ide funds for the timely payment of the Series 2017 Bonds and debt service ereon. (b) its obligation to operate, repair and maintain the Financed Facilit' s at its own expense, and to serve the purposes of the Act and (c) all other r sponsibilities and obligations as may be imposed under the Loan Agreein- t and other financing documents, due consideration having been given to e criteria specified in Section 159.29(2), Florida Statutes: (7) Th. City and any other Iocal agencies in the City have been and will be able t. cope satisfactorily with the impact of the Financed Facilities and will be ab to provide, or cause to be provided when needed, the public facilities, includ' g utilities and public services, that will be necessary for the construction, op ation, repair and maintenance of the Financed Facilities on account of any icreases in population or other circumstances resulting therefrom; (8) Adequate provision is made in the Loan Agreement For the payment by MJHS of the loan payments in installments sufficient to pay the debt service thereon and other amounts required by the Loan Agreement and other financing documents; and DkilFr 6 O10.8283.0343/2/AMERICAS SUBSTITUTED. (9) 1 ? FT The costs to be paid from the proceeds of the Series 20 7 Bonds shall be costs of a "project" within the meaning of the Act;. if a •licable, all certificates of need required for the Financed Facilities have be obtained or an exemption therefrom has been obtained by MJHS. (K) In connection with the sale of the Series 2017 Bonds. .11-1S has requested that the Authority enter into the Purchase Agreement under which the A..thority will agree to sell all (but not less than all) of the Series 2017 Bonds to the Unerwriter at the purchase price authorized therein, all on the basis of the representations and e terms and conditions set forth in the Purchase Agreement. (L) Pursuant to Section 218.385. Florida tatutes, as amended. the Authority hereby approves a negotiated sale of the Series 2017 Bo ds, based upon the following findings as to the reasons requiring such negotiated sale: (1 ) It is the general p ticy of the Authority that, subject to such requirements. if any, as may be adopted fi=. n time to time by the Authority, the manner in which the Series 2017 Bonds shall •e sold, so long as complying with all applicable federal and state statutes, shall the prerogative of the owner of the project being financed or refinanced with e proceeds of the Series 2017 Bonds, since the obligation for the payment of t Series 2017 Bonds rests with such owner and neither the Authority, the City, the ounty. the State of Florida nor any political subdivision thereof is responsible for su' i repayment or any associated expense: (2) Because of the complex nature of the financing, the structure and timing of the issuance of the Series 2017 Bonds require extensive planning, and it is 7 F r alo-us 3.63I3/ 2/A M ER !CAS SUBSTITUTED. impracticable for MJHS to engage in such planning within the tiInc constraints and uncertainties inherent in a competitive bidding process; (3) The vagaries of the current and near future niunicip., bond market demand that the Underwriter have the maximum time and flexibility o price and sell the Series 2017 Bonds, in order to obtain the best interest rat. available. There is insufficient time to respond to favorable conditions by offeri the Series 2017 Bonds for competitive sale. The Authority will receive on or before the execu 'on and delivery, on behalf of the Authority, of the Purchase Agrreereat. a disclosure state ent from the Underwriter, setting forth the information required by Section 218.385, Florida statutes, as amended. (M) A form of Preliminary Official S etement relating to the Series 2017 Bonds (the "Prelirnintfry Official Statement") has beei prepared and presented to the Authority at this meeting and it is desirable to approve ie distribution and use thereof and to authorize the execution and distribution of the f rr,a i fficial Statement. (N) Based on the fore i.ng, the Authority desires to provide for the sale and issuance of the Series 2017 Bonds a + the execution of certain documents in connection therewith, as provided in this Resolutio SECTION 2. Iefinitions. Al] capitalized terms used herein, which are not otherwise defined herein, s 11 have the meanings specified in the Loan Agreement, unless the context otherwise re • . ires. "Chair" means the Chair of the Authority or, in the absence or inability to act of the hair, the Vice Chair of the Authority. SECTION 3. Issuance and Terms of the Series 2017 Bonds. The Authority hereby authorizes the issuance, sale, execution and delivery of the Series 2017 Bonds in the total 8 010,82 E3.0343/2/A ME IuCAS SUBSTITUTED. aggregate principal -amount not to exceed S50.000,000 for the purposes described in Section 1(C) above. The Series 2017 Bonds shall be designated "City of Miami, Florida Health Facilities Authority Health Facilities Revenue and Revenue Refunding Bonds (Miami Je ish Health Systems. Inc. Project). Series 2017", The Series 2017 Bonds shall be in such ag egate principal amount. shall be dated, shall nature on such date or dates in such year or yea _. not later than the year 2046. shall bear interest at such fixed rate or rates as provided for i the Indenture, payable on such dates and shall be subject to mandatory and/or optional reder ption, all as is detennined and established in the Indenture and the Purchase Agreement. Tl Chair is hereby authorized to approve, on behalf of the Authority, such principal aino nt (within the limitations herein provided). such date of the Series 2017 Bonds, such ma ,city date or dates, such interest rate or rates, such interest payment dates and such nandat► and/or optional redemption provisions, such approval to be conclusively evidenced by th execution and delivery of the Indenture. The Series 2017 Bonds shall be issued as fully re stered bonds, initially in book -entry only form as provided in the Indenture, in the denomii •lions and the form provided for in the Indenture, with such appropriate variations, omission or insertions as are permitted or required by the Indenture and with such other changes as : -tall be approved by the Chair after consultation with Bond Counsel and the City Attorne, such approval to be established by his or her execution thereof. and may have endorsed ereon such legends or text as may be necessary or appropriate to conform to any appli =ble rules and regulations of any governmental authority or any usage or requirement of la with respect thereto. The execution and delivery of the Series 2017 Bonds substantially i the form mentioned above is hereby authorized. and the execution of the Series 2017 Bonfor and on behalf of the Authority with a facsimile or manual signature by the Chair. with t e official sea] of the Authority impressed or imprinted thereon and attested with a 9 O10-82113-O343/2/AMERlCA5 SUBSTITUTED. D 1 FT facsimile or manual signature by the Secretary or an Assistant Secretary of the Authority. are hereby authorized and shall be conclusive evidence of any such approval. The Series 2017 Bonds and principal of, premium, if any. and interest hereon shall be payable solely from the sources specified therein and in the Indenture. Tl Series 2017 Bonds shall he limited and special obligations of the Authority, as required b he Act and as stated in the Series 2017 Bonds and in the Indenture, The Series 2017 Bond nd the debt service thereon shall not be deemed to constitute a debt. liability, obligation or pledge of the faith and credit or taxing power of the City or of the State of Florida or any p . tical subdivision thereof within the meaning of any constitutional, legislative or charter p owners of the Series 201 7 Bonds shall never hay compel the exercise of the taxing power of th vision or limitation and the registered right, directly or indirectly. to require or City. of the State of Florida or any political subdivision thereof or taxation in any form .n any real or personal property for the payment of the principal of. premium, if any, or inte -st on the Series 2017 Bonds or for the payment of any other amounts provided in this Re +lution or in the Indenture. The Authority has no taxing rkuvrAt power. Neither the Authority. ie City. the -County nor the State of Florida or any political subdivision thereof, shall bi obligated to pay the principal of or the premium, if any, or the interest on the Series 20 Bonds, except the Authority's obligation to pay the same solely from the sources provided i the Indenture. SECTIO 4. Appointment of Trustee and Approval of the Form and Authorization of Execution an Delive of the Indenture. The Bank of New York Mellon Trust Company. N.A., a nation banking association organized and existing under the laws of the United States of Arne►"ca. is hereby designated to serve as Trustee under the Indenture. The execution and delivery of the Indenture by and between the Authority and the Trustee is hereby authorized and DAPFFT 10 010-8283.0343/2/AMERICAS SUBSTITUTED. »l�FtT` approved. The Indenture shall be executed by and on behalf of the Authority by the Cha with the official seal of the Authority impressed thereon and attested by the Secretary or an Assistant Secretary of the Authority in substantially the form presented to the Authority a this meeting, subject to such changes, insertions and omissions and such filling in of .tanks therein as hereafter may be approved and made therein upon the advice of Bon Counsel or the City Attorney and which shall he approved by the Chair, with the executi+ i of the Indenture by the Chair being conclusive evidence of the approval of any such ch., Res, insertions, omissions or Hine in of blanks. SECTION 5. Authentication of the Series 2017 . nds. The Series 2017 Bonds, upon their execution substantially in the form and manner s forth in the Indenture, shall be delivered to the Tnistee for authentication, and the Ti .tee is hereby authorized and directed to authenticate and to deliver the Series 2017 Bo :s to or upon the order of the Underwriter. upon payment of the purchase price therefor, al as more fully provided in, and subject to the terms and conditions of the Purchase Agrreei -nt and the Indenture. SECTION 6. A iroval of re Form and Authorization of Execution and Deliver of the Loan Agreement. The execu "on and delivery of the Loan Agreement by and between the Authority and Mil -IS is her y authorized and approved. The Loan Agreement shall be executed by and on behalf of the Authority by the Chair with the official seal of the Authority impressed thereon and attestby the Secretary or any Assistant Secretary. in substantially the form presented to the Authority at this meeting, subject to such changes, insertions. omissions and such filling -n of blanks therein as hereafter may be approved and made therein upon the advice of Bond Counsel or the City Attorney and which shall be approved by the Chair, with the O 1 .8 2 8 3-O34 3/ Z /A M E RI C A S SUBSTITUTED. J)Ft1 PT execution of the Loan Agreement by the Chair being conclusive evidence of the approval of any such changes, insertions, omissions or filling in of blanks. SECTION 7. Use of Proceeds. All proceeds received from the salof the Series 2017 Bonds are to be loaned to h/1JH-{S pursuant to the terms of the Load Agre ent and deposited and. used as provided for in the Loan Agreement and the Indenture. SECTION 8. Award of the Series 2017 Bonds an 4 A .royal of the Form and Authorization of the Execution and Deliver of the Purchase A cement. The Authority hereby approves the fonts of the Purchase Agreement. substtially in the form presented to the Authority at this meeting with such additions and mpletions as may be approved upon the advice of Bond Counsel or the City Attorney by ie Chair and authorizes and approves the sale of the Series 20I7 Bonds to the Underwrite , at the purchase price and upon the terms and conditions set forth herein and/or in a Purchase Agreement. Upon compliance by the Underwriter with the requirements o Section 218.385(6),. Florida Statutes, the Chair is hereby authorized to execute and deliver jnd each of the Secretary or Assistant Secretary, is authorized to seal and attest the Purchase F greement. in the foam attached hereto, subject to such insertions. modifications. changes. ai + such filling in of blanks therein upon the advice of Bond Counsel or the City Attorney as a'- necessary to evidence the terms of the Series 2017 Bonds; provided that the principal arno nt of the Series 2017 Bonds shall not exceed $50,000,000, the Underwriter's fee and expen . s (or discount) shall not be more than two percent (2%) of the principal amount of the Se ` 2017 Bonds, any optional redemption prices shall not exceed one hundred four percer (104%) of the principal amount of the Series 2017 Bonds to be redeemed, the mandatory re. -rmption price shall not exceed one hundred percent (100%) of the principal amount of the Series 2017 Bonds to be redeemed and the final maturity of the Series 2017 Bonds shall be not RFA.FT 12 D 1 a-8283-034 3/2 /AME R ICAS SUBSTITUTED. later than the year 2046. The execution and delivery of the Purchase Agreement by e Chair and the attestation and sealing thereof by the Secretary or Assistant Secretary shall ►e conclusive evidence of the Authority's approval of any such insertions, modifications and anges or filing in of blanks.. SECTION 9. A »roval of the Form and Distribution of e Prelirninar + Official Statement and the Execution and Delivery of the Official Statem-. t. The Authority has been presented with a fon-n of Preliminary Official Statement relati r * to the sale of the Series 2017 Bonds. The distribution and use of the Preliminary Official statement for the Series 2017 Bonds in substantially the form presented to the Authority at tl ' meeting in connection with the sale of the Series 2017 Bonds is hereby authorized and a, .roved. The Chair is hereby authorized to "deem final" the Preliminary Official Stater nt for purposes of Securities and Exchange Commission Rule 15c2-12. A final Official tatement relating to the Series 2017 Bonds shall be prepared in substantially the form of tl Preliminary Official Statement, with such changes as shall be necessary to conform tot is Resolution and the Purchase Agreement, including the insertion of information regard ig the offering price or prices, interest rate or rates. selling compensation, amount of pr• ceeds, delivery date and other terms depending on such factors and with such other chang including changes in financial data, modifications, deletions and additions as may be equired or deemed necessary by Bond Counsel, the City Attorney or the Underwriter or - s counsel and approved by the Chair (which approval shall be conclusively presumed ti-r 1 the execution thereof). The Chair is hereby authorized to execute and deliver the final Off ial Statement and is further authorized to execute any supplemental Official Statement if de med necessary by the Underwriter or the aforesaid counsel to reflect any such changes. The Authority has not confirmed, and assumes no responsibility for, the accuracy. sufficiency or 13 Pr PT 010-82.83.0343/2/RMERICRS SUBSTITUTED. DR. ti W T fairness of any statements in the Preliminary Official Statement or the final Official :tat emCFI 1 or any supplements thereto, other than statements and information therein relating o the Authority under the headings THE ISSUER." "DISCLOSURE REQUIRED BY FL iRIDA BLUE SKY REGULATIONS — Issuer'* and "LITIGATION — Issuer. - SECTION 10. Actions: Authorization of Further Actions. (a) All actions of officers, employees, agents and o cials of the Authority taken in conformity with the purposes and intent of this Resolution . d in furtherance of the issuance and sale of the Series 2017. Bonds are hereby ratified, a r +roved and confirmed. The officers, officials, agents and employees of the Authority are ereby authorized and directed to take such further actions in conformity with the purposes . nd intent of this Resolution and in furtherance of the issuance and sale of the Series 201 Bonds as may be necessary or desirable. Such officers, officials, agents and employees f the Authority are hereby authorized and directed to execute all other documents and do - rig certificates relating to the issuance of the Series 2017 Bonds and the application of the roceeds thereof. including, but not limited to (i) an assignment of the Series 2017 Note to e Trustee, and (ii) a Tax Certificate and Agreement and a Form 8038, each of which sh be based on the relevant information provided by the Underwriter, MJHS and other parts. Such documents and certificates shall be in such farms as are approved by Bond Counsel (h) Each official of the Authority is further authorized to make or effect. at the request o WHS. any election. selection, choice, consent, approval, or waiver on behalf of the Auth. 'ty upon the advice of Bond Counsel with respect to the Series 2017 Bonds as the Authority is permitted or required to make or give under the federal income tax laws (including any one or more elections permitted by the provisions of Section 148 of the Code to be made by 14 010 8283.4343/2JAMEf 1CAS LUBSTITUTED. 1+'pF.T the Authority prior to or after the issuance of the Series 2017 Bonds). for the purpose of assuring, enhancing or protecting favorable tax treatment or characterization of the Serie. 2017 Bonds or interest thereon or assisting compliance with requirements for that purpose, educing the burden or expense of such compliance, reducing the amount of rebate payn -acts, penalties or other payments under Section 148 of the Code, or obviating such amount or payments, as determined by such official upon the advice of Bond Counsel. Any such tion of such official or officer shall be in writing (and may be included in the Authority's 'ax Certificate and Agreement) and signed by such official, and if required by the Code o reasury Regulations shall be filed in accordance therewith. SECTION 11. Expenses of Financing. he Authority shall not be obligated to pay any costs or expenses relating to the financing erein authorized, and all such costs and expenses shall be paid by MJHS out of proceeds •f the Series 2017 Bonds if and when issued or from other funds of MJHS. The adoption fthis Resolution shall not impose any financial liability on the Authority to MJHS or to an other person or legal entity. The Authority designates Squire Patton Boggs (US) LLP to s- e as Bond Counsel to the Authority in connection with the Series 2017 Bonds and conse to the designation by MJHS of the Underwriter and the Trustee. MJHS shall be solel responsible for the fees and expenses of the foregoing persons, provided that, subject to a limitations imposed by federal tax law, initial fees and expenses may be paid from Bond prY ceeds. TION 12. Redemption of Prior Bonds: Notice of Redemption. The Authority hereb authorizes and directs The Bank of New York Mellon Trust Company, N.A., as trustee f the Prior Bonds (the "Prior Bonds Trustee") to send a notice of redemption as required by the indenture of trust pursuant to which the Prior Bonds were issued and hereby authorizes and 15 O O-8283•O343/2/AMERICAS SUBSTITUTED. TWA- FT directs the Prior Bonds Trustee to redeem on such date as authorized under the i identure of trust pursuant to which the Prior Bonds were issued, the Prior Bonds from the p coeds of the Series 201 7 Bonds or other amounts made available therefor. The aforementio ed notice of redemption may be conditioned upon the receipt of sufficient proceeds of the S ries 2017 Bonds to pay the redemption price of the Prior Bonds. SECTION 13. Recommendation of A rroval of es 2017 Bonds. The Authority hereby recommends that the City Commission approve ' e issuance of the Series 2017 Bonds for purposes of Section 147(f) of the Code. SECTION 14. Severability. In case an section or provision of this Resolution, or any covenant, agreement, stipulation, obligatio ., act or action, or part thereof, made, assumed, entered into or taken under this Resolu on, or any application thereof, is held to be illegal or invalid for any reason, or is inoper. +le at any time, that illegality, invalidity or inoperability shall not affect the remainder the eof or any other section or provision of this Resolution, all of Nvhich shall be construed an enforced at the time as if the illegal, invalid or inoperable portion were not contained there t Any illegality, invalidity or inoperability shall not affect any legal. valid and operable section. provision, covenant, agreement, stipulation, obligation, act, action, part or applicati. al] of which shall be deemed to be effective, operative, made, assumed, entered into . taken in the manner and to the full extent permitted by law from time to time. ST1ON 15. Governina Law. The Series 2017 Bonds are to be issued and this Reso tion is adopted under, and all documents, instruments and certificates described herein and n cessary for issuance of the Series 2017 Bonds, shall be executed and delivered or accepted, as the case inay be, in accordance with and governed by the laws of the State of Florida. I f.114 FT 010-8 28 3 -034 3J2/AM E RI CA5 SUBSTITUTED. SECTION 16. Effective Date. This Resolution shall become effective i mediately upon its adoption. [SEAL] Attest: Bv: PASSED AND ADOPTED this 2" d day of December, 2016. Secretary Approved by the City Attorney as to fornn and correctness: By: Victoria Mendez, City Attorn 17 CITY OF MIAMI, LORIDA HEALTH FACILITIES A HORITY Chair a 10-8283-034 3/2/A MER ECAS EXHIBIT A 75 H FA lees t TEFRA NOTICE A-1 SUBSTITUTED. 010.8283.0343f2fAMERICAS Local & Rate 1ifLini. aintde noun*' WJemM1 SUBSTITUTED. LEE US HELP a:rrr. Crs1r, C4ne•'xn,Cralr• IMPROVE,. _ ._ __ - YOUR HOME! SHOP MB DE PROMOS & SERVICES ALI OtiOFR ONE ROOF OPENS TOMORROW! ar 43 EU 111CiQ II RW11 81 1 WiHFI A former local radio voice is going national on NPR n afar 1/1414c14411 e.sah cr. a 44.1r 1144.:- ranrrl-.. 74 .4.as lcn • rode hew yuf.alr • "T rum Ke Ted.-rer11 del.._, new Kea. . yea, awn a .- owem arse. Mar.,. r..l1: ,Y1 Yr.nh ::Sid L4 1r; 1aL 'Novell lnarw Mehra q5. an- 34.1awn 10 ..ru.men nowued ahc haute bt I9Wured In balm.. rerwlnp are the end _Ora. Ueiw 111_ 1'. 44'Al11.- m. her rn4reerrm M. later If a> rm' awl d wellrarl roneaT - ate hr. awes will F1 41.1L mr 11914.4IaU1 amp :anus,. Sofa 1' .WWref.m.1r ♦4,81 F11,,4. hllenn. A1n.rWmr. mr.enaptpe lwarw.. lorwherr_ s-4. m111 hnye alai w,3 loom w i4- DONATE YOUR CART Wh eels+For Wishes Ne+.WrY - T , Make-A-Wishk Southern FEoridcti i .,44w •r• . asp talk 1305}692•0340 NOV 18-10 .;,N'PL .• IF 1411 ;t.. perm rh -:;egn Ted I r#n 1p,111!_llly. r}Y• P. 14 11:11111CMINIMUM' SAVE S3 ONLINE TONY! W W W.homnshowS_net 44:wr>rar. r, 1. 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