HomeMy WebLinkAboutExhibit C-SUBEXHIBIT C
MINUTES OF TEFRA HEARING
File No. 1366
Substitute Item - Original
may be found at the end,
rye- ex_hi b; Q
CITY£ OF MIAMI. FLORIDA
HEALTII FACILITIES AUTHORITY
MINUTES OF TEFRA HEARING
relating to
MIAMI JEWISH HEALTII SYSTEMS. INC. FINANCING
December 2.20 16
BOND COUNSEL: Again. this is Pedro Hernandez with Squire.. Patton, Boggs. We are
Bond Counsel on the transaction. The Authority dulv published a
notice at ]east 14 days prior to toda}''s meeting. The purpose of the
hearing that was noticed was to approve the issuance of the Bonds
.. [and] to hold the TEFRA I-Iearing so that after today°'s hearing
the City Commission can approve the issuance or the Bonds for tax
purposes or TEFRA purposes. So a script has been provided for the
hearing. It is in your agenda package. There are sections of the
script that are to be read into the record by the Chair . .. Mr.
Berley And I guess for purposes of the record. that the public
hearing is now open ... .
CHAIR:
. .. We will now conduct the public hearing [on] the proposed
issuance by [the] City of Miami. Florida Health Facilities
Authority (the "Authority") of its health facilities revenue [and
revenue] refunding bonds for the purpose of making a loan to
Miami Jewish Health Systems, Inc. (the "Company"), 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 1470I:) of the Internal Revenue
Code of 1986, as amended (the "Code"). TEFRA requires that in
order for the interest on [501(0(3) health care revenue bonds to be
exempt from federal income tat,] such bonds and the projects
which they will finance [must] be approved by either [a] voter
referendum or by [an] applicable [elected] legislative body
authority after a public hearing following reasonable public notice.
[A] transcript of the testimony given at this hearing will be
provided to the City Commission [ofj the City of Miami at a
regular meeting of the Commission. at which time the Commission
will. for purposes of Section I47(1) of the Code. approve or
disapprove the issuance of the bonds by the Authority,
It should be noted that the proceedings of the public hearing are
being recorded and will be maintained as a permanent record.
MR. BLANCO:
CHAIR:
Will the Treasurer of the City of Miami please introduce the
required notice of hearinu?
The Notice of Public Hearing vas published in The Miami Herald
on November 17. 20I6, advising that the Authority would hold a
public hearing, on December 2. 2016 at 3:00 p.m., in the first floor
staff nieetin4u room behind the City Commission Chambers at City
Hall. 3500 Pan American Drive, Miami, Florida, on the proposed
issuance of its health facilities revenue and revenue refunding
bonds.
We will now commence the public hearing. The hearing will be
conducted in the following format: First, Bond Counsel will
provide a brief synopsis of the proposed financing. Second,
testimony from anyone desiring to speak or submit written
testimony [on] the proposed final -wing will be heard. Anyone
wishing to speak or submit written testimony should give his name
and address for the record.
Will Bond Counsel please introduce the financing [for]
consideration?
BOND COUNSEL: The proposed financing consists of the issuance by the Authority
of its Health Facilities Revenue and Revenue Refunding Bonds
(Miami Jewish Health Systems. Inc. Project), Series 2017 (the
"Bonds-"), in the aggregate principal amount of not exceeding
$50.000.000, the proceeds of which Bonds will be loaned to the
Company. a Florida not -for -profit corporation that has been
determined by the Internal Revenue Service to be a 501(c)(3 )
organization. The proceeds of the loan will he used to (i) refund
the Authority's outstanding Health Facilities Revenue Refunding
Bands (Miami Jewish Home and Hospital for the Aged. Inc.
Project), Series 2005 (the "Prior Bonds"), and thereby refinance
the obligations of the Company (formerly known as Miami Jewish
Home and Hospital for the Aged. Inc.) under a Loan Agreement
between the Authority and the Company, (ii) refinance a loan from
SunTrust Bank to the Company (such loan together with the Prior
Bonds. the "Prior Debt..). (iii) pay a termination payment under an
interest rate swap agreement between SunTrust [Bank] and the
Company. (iv) finance certain capital improvements at the main
campus of the Company (the New Money Portion"). and (v) fund
a debt service reserve fund for the Bonds, and (vi) pay certain costs
of issuance of the Bonds.
The proceeds of the Prior Debt were applied to finance and
refinance. and the proceeds of the New Money Portion will be
applied to finance. certain capital improvements, including land
CHAIR:
improvements, buildings, renovations_ fixtures. furnishings and
equipment. to the Company's main campus located at 5200 N.E.
2nd Avenue. Miami, Florida 33137. The main campus consists of
an independent living facility. an assisted living facility with a
dedicated memory care unit for Alzheinmer's and related dementia
care, a nursing home_ an outpatient ambulatory clinic. a non-
surgical. non -emergency acute care hospital, an outpatient
rehabilitation center, [a] short-term rehabilitative skilled nursing
unit and other related Facilities. The Company is and will be the
owner and operator of the capital improvements being financed
and refinanced
But the Bonds shall not be a general debt. liability or obligation of
the State of Florida or any political subdivision thereof. including
the Authority, the City of Miami, Florida [and] ]vfiami-Dade
County, Florida, but will be limited and special obligations of the
Authority. Neither the full faith and credit nor the taxing power of
the State of Florida or of any political subdivision thereof will be
pledged to the payment of the principal of. redemption premium, if
any. or interest on the Bonds. The Authority has no taxing power.
Testimony will now he heard from anyone desiring to speak on the
proposed project. Let the record reflect that. among others, Mr.
Jack Kelleher. Chief Financial Officer of the Company. and Mr.
Sergio NIasyidal, with Public Financial Management. are in
attendance ....
Is there anyone who wishes to speak or file written testimony on
this matter? Let the record reflect anyone want to talk7
MR. KELLEHER: Mr. Jack Kelleher, Chief Financial Officer of the Company, made
a brief statement regarding the Company. the project, and the
proposed financing
CHAIR:
... Let the record reflect that there is no member of the general
public [present] wishing to speak or file written testimony, ..
This concludes the public hearing scheduled for today for the
TEFRA portion.
CHAIR:
MR. BLANCO:
CITY OF MIAMI. FLORIDA
HEALTH FACILITIES AUTI-IOR' I Y
SCRIPT FOR TEFRA I-1EARING
relating to
MIAMI JEWISH HEALTH SYSTEMS. INC. FINANCING
December 2, 2016
We will now conduct the public hearing on the proposed issuance by the
City of Miami, Florida Health Facilities Authority (the "Authority") of its
health facilities revenue and revenue refunding bonds for the purpose of
making a loan to Miami Jewish Health Systems. Inc. (the "Company") as
shall be further described by Bond Counsel. 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 I47[I} of the Internal Revenue Code of 1986, as
amended (the "Code"). TEFRA requires that in order for the interest on
501t,0(3) health care revenue bonds to be exempt from federal income tax.
such bonds and the projects which they will finance must be approved by
either a voter referendum or by an applicable elected legislative body after
a public hearing following reasonable public notice.
A transcript of the testimony given at 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 issuance of the bonds by the
Authority.
It should. be noted that the proceedings of this public hearing are being
recorded and will be maintained as a permanent record.
Will the Treasurer of the City of Miami please introduce the required
notice of public hearing.
The Notice of Public Hearing was published in The Miami Herald on
November 17, 2016, advising that the Authority would hold a public
hearing. on December- 2, 2016 at 3:00 p.m.. in the first floor staff room
behind the City Commission Chambers at City Hall, 3500 Pan American
Drive, Miami. Florida, on the proposed issuance of its health facilities
revenue and revenue refunding bonds.
CHAIR: We will now commence the public hearing. The hearing will be
conducted in the following format: First. BondCounsel will provide a
01O.8 26-807111IAMERlCAS
brief synopsis of the proposed financing. Second. testimony from anyone
desiring to speak or submit written testimony on the proposed financing
'.gill be heard. Anyone wishing to speak or summit written testimony
should give his or her name and address for the record.
Will Bond Counsel please introduce the financing for consideration.
BOND COUNSEL: The proposed financing consists of the issuance by the Authority of its
Health Facilities Revenue and Revenue Refunding Bonds (Miami Jewish
Health Systems, Inc. Project), Series 2017 (the "Bonds"), in the aggregate
principal amount of not exceeding $50.000.000. the proceeds of which
Bonds wyill be loaned to the Company. a Florida not -for -profit corporation
that has been determined by the Internal Revenue Service to be a 501( c)(3 )
organization. The proceeds of the loan will be used to (i) refund the
Authority's outstanding Health Facilities Revenue Refunding Bonds
(Miami Jewish Home and Hospital for the Aged. Inc. Project), Series 2005
(the "Prior Bonds"). and thereby refinance the obligations of the Company
(formerly- known as IV'liami Jewish Home and Hospital for the Aged, Inc.)
under a Loan Agreement between the Authority and the Company. (ii)
refinance a loan from SunTrust Bank to the Company (such loan together
with the Prior Bonds. the "Prior Debt"). (iii) pay a termination payment
under an interest rate swap agreement between SunTrust Bank and the
Company. (iy) finance certain capital improvements at the main campus of
the Company (the "New Money Portion"), (v) fund a debt service reserve
fund for the Bonds. and (vi) pay certain costs of issuance of the Bonds.
The proceeds of the Prior Debt were applied to finance and refinance, and
the proceeds of the New Money Portion \.\ill be applied to finance, certain
capital improvements. including land improvements, buildings.
renovations. fixtures. furnishings and equipment, to the Company's main
campus located at 5200 N.E. 2 `i Avenue, Miami. Florida 33137. The
main campus consists of an independent living facility, an assisted living
facility with a dedicated memory care unit for Alzheimer's and related
dementia care. a nursing home. an outpatient ambulatory clinic. a non-
surgical. non -emergency acute care hospital. an outpatient rehabilitation
center, a short -tern rehabilitative skilled nursing unit and other related
facilities. The Company is and will be the owner and operator of the
capital improvements being financed and refinanced
The Bonds shall not be a general debt, liability or obligation of the .State of
Florida or any political suhdit ision thereof. including. the Authority, the
City of Miami. Florida and Miami -Dade County, Florida, but will be
limited and special obligations of the Authority. Neither the full faith and
credit nor the taxing power of the State of Florida or of any political
subdivision thereof will be pledged to the payment of the principal of,
redemption premium. if any. or interest on the Bonds. The Authority has
no taxing power.
010.8326-6071 /1 LAMER ICAS
CHAIR:
CHAIR:
Testimony will now be heard by anyone desiring to speak on the proposed
project. Let the record reflect that. among others. Mr. Jack Kelleher.
Chief Financial Officer of the Company. and Mr. Sergio Masvidat, with
Public Financial Management. are in attendance representing the
Company.
Is there anyone who wishes to speak or file 'written testimony° on this
matter?
[Let the record reflect that there is no member- of the general public
present wishing to speak or to file written testimonv.l
[Let the record reflect that Mr./Mrs./Ms.
addressed the Authority. as follows:
1
This concludes the public hearing scheduled for today-.
0 0-8326-6071/1/AMERICAS
2016 Florida Statutes
Title XI COUNTY ORGANIZATION AND INTERGOVERNMENTAL RELATIONS
Chatter 151 PUBLIC HEALTH FACILITIES Entire Chapter
PART III
HEALTH FACILITIES AUTHORITIES
(ss. 154.201-154.247)
154.201 Short title.
154.203 Findings and declaration of necessity.
154.205 Definitions..
154.207 Creation of health facilities authorities.
154.209 Powers of authority.
154.211 Payment of expenses.
154.213 Agreements of lease.
154.215 Construction contracts.
154.217 Notes of authority.
154.219 Revenue bonds.
154.221 Security of bondholders.
154.223 Payment of bonds.
154.225 Revenues.
154.227 Trust funds.
154.229 Remedies.
154,231 Negotiability of bonds.
154.2331 Tax exemption.
154.235 Refunding bonds.
154.237 Legal investment.
154.238 Authorization to deal with financial institution which employs a member of the
authority.
154.239 Reports.
154.241 Issuance of bonds,
154.243 Alternate means.
154.245 Agency for Health Care Administration certificate of need required as a condition to
bond validation and project construction.
154.246 Validation of certain bonds and proceedings.
154.247 Financing of projects located outside of local agency.
154.201 Short title. —This part shalt be known and cited as the "Health Facilities Authorities Law."
History.—s. 1, ch, 74-323.
154.203 Findings and declaration of necessity. —it is declared that for the benefit of the people
of this state, the increase of their commerce, welfare, and prosperity, and the improvement of their
health and living conditions it is essential that the people of this state have access to adequate medical
care and health facilities and that it is essential that health facilities within each county and
municipality in the state be provided with appropriate additional means to assist in the development
and maintenance of the public health. It is the purpose of this part to provide a measure of assistance
and an alternate method to enable health facilities in each county and municipality of this state to
provide the facilities and structures which are determined to be needed by the community to
accomplish the purposes of this part. The necessity in the public interest of the provisions hereinafter
enacted is hereby declared as a matter of legislative determination.
History,-5. 2, ch. 74-323.
154.205 Definitions. —The following terms, whenever used in this part, shall have the following
meanings unless a different meaning dearly appears from the context:
(1) "Areawide council" means an advisory comprehensive health planning council, as described and
approved under all pertinent federal and state taws and rules and regulations.
(2) "Authority" or "health facilities authority" means any of the public corporations created by s.
154,207 or any board, body, commission, or department of a county or municipality succeeding to the
principal functions thereof or to whom the powers conferred upon each authority by this part shall be
given by taw.
(3) "Bonds" or "revenue bonds" means revenue bonds of the authority issued under the provisions
of this part, including revenue refunding bonds, notwithstanding that the same may be secured by
mortgage or the full faith and credit of a health facility.
(4) "Certificate of need" means a written advisory statement issued by the Agency for Health Care
Administration, having as its basis a written advisory statement issued by an areawide council and,
where there is no council, by the Agency for Health Care Administration, evidencing community need
for a new, converted, expanded, or otherwise significantly modified health facility.
(5) "Clerk" means the clerk of the local agency, or the officer of the local agency, charged with the
duties customarily imposed upon the clerk thereof.
(6) "Cost," as applied to a project or any portion thereof financed under the provisions of this part,
embraces;
(a) Alt or any part of the cost of construction and acquisition of all real property, lands, structures,
real or personal property rights, rights -of -way, franchises, easements, and interests acquired or used
for a project.
(b) The cost of demolishing or removing any buildings or structures on land so acquired, including
the cost of acquiring any lands to which such buildings or structures may be removed.
(c) The cost of all machinery and equipment.
(d) Financing charges and interest prior to, during, and for a reasonable period after, completion of
such construction.
(e) Provisions for reserves for principal and interest and for extensions, enlargements, additions„
and improvements.
(f) The cost of engineering, appraisal, architectural, accounting, financial, and legal services.
(g) The cost of plans, specifications, studies, surveys, and estimates of cost and revenues.
(h) Administrative expenses, including expenses necessary or incident to determining the feasibility
or practicability of constructing the project.
(i) Such other expenses as may be necessary or incident to the construction and acquisition of the
project, the financing of such construction and acquisition, and the placing of the project in operation,
(7) "Governing body" means the board, commission, or other governing body of any local agency in
which the general tegistative powers of such local agency are vested.
(8) "Health facility" means any private corporation organized not for profit and authorized by law
to provide:
(a) Hospital services in accordance with chapter 395;
(b) Nursing home care services in accordance with chapter 400;
(c) Life care services in accordance with chapter 651;
(d) Services for the developmentally disabled under chapter 393;
(e) Services for the mentally ill under chapter 394;
(f) Assisted living services in accordance with chapter 429; or
(g) Hospice services in accordance with chapter 400.
The term also includes any private corporation organized not for profit which offers independent living
facilities and services as part of a retirement community that provides nursing home care services or
assisted living services on the same campus.
(9) "Local agency" means any county or municipality existing or hereafter created pursuant to the
laws of this state.
(10) "Project" means any structure, facility, machinery, equipment, or other property suitable for
use by a health Facility in connection with its operations or proposed operations, including, without
limitation, real property therefor; a clinic, computer facility, dining hall, firefighting facility, fire
prevention facility, food service and preparation facility, health care facility, long-term care facility,
hospital, interns' residence, laboratory, laundry, maintenance facility, nurses' residence, nursing
home, nursing school, office, parking area, pharmacy, recreational facility, research facility, storage
facility, utility, or X-ray facility, or any combination of the foregoing; and other structures or facilities
related thereto or required or useful for health care purposes, the conducting of research, or the
operation of a health facility, including facilities or structures essential or convenient for the orderly
conduct of such health facility and other similar items necessary or convenient for the operation of a
particular facility or structure in the manner for which its use is intended, "Project" shall not include
such items as fuel, supplies, or other items which are customarily deemed to result in a current
operating charge.
(11) "Real property" includes all lands, including buildings, structures, improvements, and fixtures
thereon; any property of any nature appurtenant thereto or used in connection therewith: and every
estate, interest, and right, Legal or equitable, therein, including any such interest for a term of years.
History.—s. 3, ch. 74-323; s. 1, ch. 77-455; s. 1, ch. 78-115; s. 1, ch. 80-13; s. 5, ch. 88-294; s. 1, ch. 88-302: s. 6, ch.
89-527; $. 13, ch. 99-8; s, 1, ch. 2009-176.
154.207 Creation of health facilities authorities.—
(1) in each local agency there may be created a public body corporate and politic to be known as
the " (name of local agency) Health Facilities Authority." Each of said authorities shall be constituted
as a public instrumentality, and the exercise by an authority of the powers conferred by this part shall
be deemed and held to be the performance of an essential public function. Each of said authorities
shall not transact any business or exercise any power hereunder until and unless the governing body of
the local agency by proper ordinance or resolution shall declare that there is a need for an authority to
function in such local agency. The determination as to whether there is such need for an authority to
function:
(a) May be made by the governing body on its own motion.
(b) May be made by the governing body upon the filing of a petition signed by 25 residents of the
Local agency asserting that there is need for an authority to function in such local agency and
requesting that the governing body so declare.
(2) The governing body may abolish the authority at any time by ordinance or resolution. However,
the authority shall not be abolished until such time as all bonded indebtedness incurred pursuant to
this part has been paid.
(3) In any suit, action, or proceeding involving the validity or enforcement of, or relating to, any
contract of the authority, the authority shall be conclusively deemed to have been established and
authorized to transact business and exercise its powers hereunder by adoption of an ordinance or
resolution by the governing body declaring the need for the authority. Such ordinance or resolution
shall be sufficient if it declares that there is such a need for an authority in the local. agency, A copy of
such ordinance or resolution duly certified by the clerk shalt be admissible in evidence in any suit,
action, or proceeding.
(4) The governing body of the local agency shall designate five persons who are residents of the
local agency as members of the authority created for said local agency. Of the members first
appointed, one shall serve for 1 year, one for 2 years, one for 3 years, and two for 4 years; in each
case until a successor is appointed and has qualified. Thereafter the governing body shall appoint, for
terms of 4 years each, a member or members to succeed those whose terms expire. The governing
body shalt fill any vacancy for an unexpired term. A member of the authority shall be eligible for
reappointment. Any member of the authority may be removed by the governing body for misfeasance,
malfeasance, or willful neglect of duty. Each member of the authority, before entering upon his or her
duties, shall take and subscribe the oath or affirmation required by the State Constitution. A record of
each oath shall be filed in the Department of State and with the clerk.
(5) The authority shall annually elect one of its members as chair and one as vice chair.
(6) The authority shall keep a record of its proceedings and shall be custodian of all books,
documents, and papers filed with it and of its minute book or journal and official seat. The authority
shah cause copies to be made of all its minutes and other records and documents and shalt give
certificates under its official seat to the effect that such copies are true copies, and all persons dealing
with it may rely upon such certificates.
(7) Three members of the authority shall constitute a quorum, and the affirmative vote of a
majority of the members present at a meeting of the authority shall be necessary for any action taken
by an authority. However, any action may be taken by the authority with the unanimous consent of all
of its members. No vacancy in the membership of the authority shalt impair the right of a quorum to
exercise all the rights and perform all the duties of the authority. Any action taken by the authority
under the provisions of this part may be authorized by resolution at any regular or special meeting, and
each such resolution shalt take effect immediately and need not be published or posted. All meetings
of the authority, as well as all records, books, documents, and papers, shall be open and available to
the public in accordance with s. 286.011.
(8) The members of the authority shalt receive no compensation for the performance of their duties
hereunder, but each member shalt be paid his or her necessary expenses incurred while engaged in the
performance of such duties pursuant to s. 112.061.
(9) Any general or special taw, rute or regutation, or ordinance of any local agency to the contrary
notwithstanding, service as a member of an authority by a trustee, director, officer, or employee of a
health facility shalt not in and of itself constitute a conflict of interest. However, any member of the
authority who is emptoyed by, or receives income from, a health facility under consideration by the
authority shall not vote on any matter related to such facility.
History.-s, 4, ch, 74-323; 5. 871, ch. 95-147,
154.209 Powers of authority. —The purpose of the authority shall be to assist health facilities in
the acquisition, construction, financing, and refinancing of projects in any incorporated or
unincorporated area within the geographical limits of the local agency. For this purpose, the authority
is authorized and empowered:
(1) To adopt an official seal and alter the same at pleasure.
(2) To maintain an office at such place or places in the Local agency as it may designate.
(3) To sue and be sued in its own name and to plead and be impleaded.
(4) To acquire by purchase, lease, gift, or otherwise, or to obtain options for the acquisition of, any
property, real or personal, improved or unimproved, for the acquisition, construction, operation, or
maintenance of any project.
(5) To construct, acquire, own, lease, repair, maintain, extend, expand, improve, rehabilitate,
renovate, furnish, and equip projects and to pay all or any part of the costs thereof from the proceeds
of bonds of the authority or from any contribution, gift, or donation or other funds made available to
the authority for such purpose.
(6) To make and execute agreements of lease, contracts, deeds, mortgages, notes, and ❑ther
instruments necessary or convenient in the exercise of its powers and functions under this part.
(7) To sell, lease, exchange, mortgage, transfer, or otherwise dispose of, or to grant options for any
such purposes with respect to any project, any real or personal property or interest therein.
(8) To pledge or assign any money, rents, charges, fees, or other revenues and any proceeds
derived from sales of property, insurance, or condemnation awards.
(9) To fix, charge, and collect rents, fees, and charges for the use of any project.
(10) To issue bonds for the purpose of providing funds to pay all or any part of the cost of any
project and to issue refunding bonds.
(11 ) To employ consulting engineers, architects, surveyors, attorneys, accountants, financial
experts, and such other employees and agents as may be necessary in its judgment and to fix their
compensation.
(12) To acquire existing projects and to reimburse any health facility for the cost of such project in
accordance with an agreement between the authority and the health facility. However, no Such
reimbursement shall exceed the total cost of the project as determined by the health facility and
approved by the authority.
(13) To acquire existing projects and to refund outstanding obligations, mortgages, or advances
issued, made, or given by a health facility for the cost of such project.
(14) To charge to, and equitably apportion among, health facilities its administrative costs and
expenses incurred in the exercise of the powers and duties conferred by this part; and, if approved by
a resolution ❑f the health facilities authority, to donate any surplus funds that remain in its account at
the end of the fiscal year after those costs and expenses are paid, which funds may include fees or
accrued interest, to the governing body of the local agency that created the health facilities authority.
The governing body must appropriate and disburse those funds to nonprofit human health service
agencies.
(15) To mortgage any project and the site thereof for the benefit of the holders of the bonds issued
to finance such project.
(16) To participate in and to issue bonds for the purpose of establishing and maintaining a self-
insurance pool pursuant to s. 627.357 on behalf of a health facility or a group of health facilities in
order to provide for the payment of judgments, settlements of claims, expenses, or toss and damage
that arises or is claimed to have arisen from an act or omission of the health facility, its employees, or
agents in the performance of health care or health -care -related functions.
(17) To issue special obligation revenue bonds for the purpose of establishing and maintaining the
self-insurance pool and to provide reserve funds in connection therewith, such bonds to be payable
from funds available in the poet from time to time or from assessments against participating health
facilities for the purpose of providing required contributions to the fund. With respect to the issuance
of such bonds or notes the following provisions shall apply:
(a) The bonds may be issued as serial bonds or as term bonds, or the authority in its discretion may
issue bonds of both types.
(b) The bonds shalt be authorized by resolution of the members of the authority as requested by the
board of directors of the self-insurance pool and shall bear such date or dates; mature at such time or
times, not exceeding 10 years from their respective dates; bear interest at such rate or rates; be
payable at such time or times; be in such denominations and form; and be executed in such manner
and subject to such terms of redemption as the resolution or resolutions of the authority may provide.
(c) No health facility shall at any time have more than one loan agreement outstanding for the
purpose of obtaining bond proceeds with which to acquire liability coverage contracts from the self-
insurance pool.
(d) Any self-insurance pool funded pursuant to this section shall maintain excess insurance which
provides specific and aggregate limits and a retention level determined in accordance with sound
actuarial principles. The Office of Insurance Regulation of the Financial Services Commission may waive
this requirement if the fund demonstrates that its operation is and will be actuarially sound without
obtaining excess insurance.
(e) Prior to the issuance of any bonds pursuant to this section for the purpose of acquiring liability
coverage contracts from the self-insurance pool, the Office of Insurance Regulation shall certify that
excess liability coverage for the health facility is reasonably unobtainable in the amounts provided by
such pool or that the liability coverage obtained through acquiring contracts from the self-insurance
pool, after taking into account costs of issuance of bonds and any other administrative fees, is Less
expensive to the health facility than similar commercial coverage then reasonably available.
(18) To participate in and issue bonds and other forms of indebtedness for the purpose of
establishing and maintaining an accounts receivable program on behalf of a health facility or group of
health facilities. Notwithstanding any other provisions of this part, the structuring and financing of an
accounts receivable program pursuant to this subsection shalt constitute a project and may be
structured for the benefit of health facilities within or outside the geographical limits of the local
agency. An accounts receivable program may include the financing of accounts receivable acquired by
a health facility from other not -for -profit health care corporations, whether or not controlled by or
affiliated with the health facility and regardless of location within or outside the geographical limits of
this state,
(19) To do all things necessary to carry out the purposes of this part.
History.—s. 5, ch, 74-323; s. 1, ch. 77-174; 5. 5, ch. 87-237; s. 1, ch. 90-348; s. 82, ch. 91-45; s. 1, ch, 94-231; s, 1,
ch. 98-273; s. 1, ch. 99-387; s. 154, ch. 2003-261.
154.211 Payment of expenses. —All expenses incurred in carrying out the provisions of this part
shall be payable sotety from funds provided under the provisions of this part, and no liability or
obligation shalt be incurred by an authority, a local agency, or the state hereunder beyond the extent
to which moneys shalt have been provided under the provisions of this part.
History.—s. 6, ch. 74-323.
154.213 Agreements of lease. —In undertaking any project pursuant to this part, the authority
shall first obtain a valid certificate of need evidencing need for the project and a statement that the
project serves a public purpose by advancing the commerce, welfare, and prosperity of the local
agency and its people. No project financed under the provisions of this part shall be operated by the
authority or any other governmental agency; however, the authority may temporarily operate or cause
to be operated all or any part of a project to protect its interest therein pending any teasing of such
project in accordance with the provisions of this part. The authority may lease a project or projects to
a health facility for operation and maintenance in such manner as to effectuate the purposes of this
part under an agreement of lease in form and substance not inconsistent herewith.
(1) Any such agreement of lease may provide, among other provisions, that:
(a) The lessee shad at its own expense operate, repair, and maintain the project or projects teased
thereunder.
(bj The rent payable under the lease shall in the aggregate be not less than an amount sufficient to
pay all of the interest, principal, and redemption premiums, if any, on the bonds that shalt be issued
by the authority to pay the cost of the project or projects leased thereunder.
(c) The lessee shall pay atl costs incurred by the authority in connection with the acquisition,
financing, construction, and administration of the project or projects teased, except as may be paid
out of the proceeds of bonds or otherwise, including, but without being limited to: insurance costs, the
cost of administering the bond resolution authorizing such bonds and any trust agreement securing the
bonds, and the fees and expenses of trustees, paying agents, attorneys, consultants, and others.
(d) The terms of the lease shall terminate not earlier than the date on which all such bonds and all
other obligations incurred by the authority in connection with the project or projects leased
thereunder shall be paid in full, including interest, principal, and redemption premiums, if any, or
adequate funds for such payment shall be deposited in trust.
(e) The lessee's obligation to pay rent shall not be subject to cancellation, termination, or
abatement by the lessee until such payment of the bonds or provision for such payment shall be made.
(2) Such lease agreement may contain such additional provisions as in the determination of the
authority are necessary or convenient to effectuate the purposes of this part, including provisions for
extensions of the term and renewals of the lease and vesting in the lessee an option to purchase the
project Leased thereunder pursuant to such terms and conditions consistent with this part as shall be
prescribed in the tease. Except as may otherwise be expressly stated in the agreement of lease, to
provide for any contingencies involving the damaging, destruction, or condemnation of the project
leased or any substantial portion thereof, such option to purchase may not be exercised unless all
bonds issued for such project, including all principal, interest, and redemption premiums, if any, and
all other obligations incurred by the authority in connection with such project, shall have been paid in
full or sufficient funds shall have been deposited in trust for such payment. The purchase price of such
project shall not be less than an amount sufficient to pay in full all of the bonds, including all
principal, interest, and redemption premiums, if any, issued for the project then outstanding and all
other obligations incurred by the authority in connection with such project.
History.—s. 7, ch. 74-323.
154.215 Construction contracts. —Contracts for the construction of any project shall be awarded
by the authority upon a competitive or negotiated basis, as it determines will most effectively serve
the purposes of this part. The authority may, by written contract, engage the services of the lessee or
prospective Lessee of any project in the construction of such project and may provide in such contract
that the lessee or prospective lessee may act as an agent of, or an independent contractor for, the
authority for the performance of the functions described therein, subject to such conditions and
requirements consistent with the provisions of this part as shall be prescribed in such contract,
including such functions as the acquisition of the site and other real property for such project; the
preparation of plans, specifications, and contract documents; the award of construction and other
contracts upon a competitive or negotiated basis; the construction of such project, or any part thereof,
directly by such lessee or prospective lessee; the inspection and supervision of construction; the
employment of engineers, architects, builders, and other contractors; and the provisions of money to
pay the cost thereof pending reimbursement by the authority_ Any such contract may provide that the
authority may, out of proceeds of bonds, make advances to or reimburse the lessee or prospective
lessee for its costs incurred in the performance of such functions and shall set forth the supporting
documents required to be submitted to the authority and the reviews, examinations,, and audits that
shall be required in connection therewith to assure compliance with the provisions of this part and such
contract.
History. -s. 8, ch. 74-323.
154.217 Notes of authority. —The authority is authorized from time to time to issue its negotiable
notes for any corporate purposes and renew from time to time any notes by the issuance of new notes,
whether the notes to be renewed have or have not matured. Except as otherwise provided herein or in
s. 154.219, the maximum maturity of such notes, not including renewals thereof, shall not exceed 1
year. The notes may be authorized, sold, executed, and delivered in the same manner as bonds. Alt
such notes shall be payable solely from the revenues of the authority, subject only to any contractual
rights of the holders of any of its notes or other obligations then outstanding.
History.-s. 9, ch. 74-323.
154.219 Revenue bonds.—
(1) The authority is authorized from time to time to issue its negotiable revenue bonds for the
purpose of paying all or any part of the cost of any project or projects for which a certificate of need
has been obtained, or pursuant to subsections (12) and (13) of s. 154.209 for the purpose of paying all
or any part of the cost of acquiring existing or completed health facilities projects. In anticipation of
the sate of such revenue bonds, the authority may issue negotiable bond anticipation notes and may
renew the same from time to time, but the maximum maturity of any such note, including renewals
thereof, shall not exceed 5 years from the date of issue of the original note. Such notes shall be paid
from any revenues of the authority available therefor and not otherwise pledged or from the proceeds
of sale of the revenue bonds of the authority in anticipation of which they were issued. The notes shalt
be issued in the same manner as the revenue bonds. Such notes and the resolution or resolutions
authorizing the same may contain any provisions, conditions, or limitation which a bond resolution of
the authority may contain.
(2( The revenue bonds and notes of every issue shall be payable solely out of revenues derived by
the authority from the sale, operation, or leasing of any project or projects, subject only to any
agreements with the holders of particular revenue bonds or notes pledging any particular revenues,
Notwithstanding that revenue bonds and notes may be payable from a special fund, they shall be, and
be deemed to be, for all purposes, negotiable instruments, subject only to the provisions of the
revenue bonds and notes for registration.
(3) The revenue bonds may be issued as serial bonds or as term bonds, or the authority, in its
discretion, may issue bonds of both types. The revenue bonds shall be authorized by resolution of the
members of the authority and shall bear such date or dates; mature at such time or times, not
exceeding 50 years from their respective dates; bear interest at such rate or rates; be payable at such
time or times; be in such denominations; be in such form, either coupon or registered, or both; carry
such registration privileges; be executed in such manner; be payable in lawful money of the United
States at such place or places; and be subject to such terms of redemption, including redemption prior
to maturity, as such resolution or resolutions may provide. The authority shall determine the form and
manner of execution of the bonds, including any interest coupons to be attached thereto, and shalt fix
the denomination or denominations of the bonds and the place or places of payment of principal and
interest, which may be at any bank or trust company within or without the state. In case any officer
whose signature, or a facsimile of whose signature, shall appear on any bonds or coupons shall cease to
be such officer before the delivery of such bonds, such signature or facsimile shall nevertheless be
valid and sufficient for all purposes the same as if the person had remained in office until such
delivery. The authority shall also provide for the authentication of the bonds by a trustee or fiscal
agent. The revenue bonds or notes may be sold at public or private sale for such price or prices as the
authority shall determine. Pending preparation of the definitive bonds, the authority may issue interim
receipts or certificates which shall be exchanged for such definitive bonds.
(4) Any resolution or resolutions authorizing any revenue bonds or any issue of revenue bonds may
contain provisions which shall be a part of the contract with the holders of the revenue bonds to be
authorized, as to:
(a) Pledging of all or any part of the revenues of a project to secure the payment of the revenue
bonds or of any particular issue of revenue bonds, subject to such agreements with bondholders as may
then exist.
(b) The rentals, fees, and other charges to be charged, the amounts to be raised in each year
thereby, and the use and disposition of the revenues.
(c) The setting aside of reserves or sinking funds and the regulation and disposition thereof.
(d) Limitations on the right of the authority to restrict and regulate the use of the project.
(e) Limitations on the purpose to which the proceeds of sate of any issue of revenue bonds then or
thereafter to be issued may be applied and pledging such proceeds to secure the payment of the
revenue bonds or any issue of the revenue bonds.
(f) Limitations on the issuance of additional bonds, the terms upon which additional bonds may be
issued and secured, and the refunding of outstanding bonds.
(g) The procedure, if any, by which the terms of any contract with bondholders may be amended or
abrogated, the amount of bonds the holders of which must consent thereto, and the manner in which
such consent may be given.
(h) Defining the acts or omissions to act which shall constitute a default in the duties of the
authority to holders of its obligations and providing the rights and remedies of such holders in the
event of a default.
(i) The mortgaging of a project and the site thereof for the purpose of securing the bondholders.
(5) Neither the members of the authority nor any person executing the revenue bonds or notes shall
be liable personally on the revenue bonds or notes or be subject to any personal liability or
accountability by reason of the issuance thereof.
History.—s. 10, ch. 74-323; s. 872, ch. 95-147.
154.221 Security of bondholders. —In the discretion of the authority, any bonds issued under the
provisions of this part may be secured by a trust agreement by and between the authority and a
corporate trustee, which may be any trust company or bank having the powers of a trust company
within or without the state. Such trust agreement or resolution providing for the issuance of such bonds
may pledge or assign the fees, rents, charges, or proceeds from the sate of any project or part thereof,
insurance proceeds, condemnation awards, and other funds and revenues to be received therefor, and
may provide for the mortgaging of any project or any part thereof as security for repayment of the
bonds. Such trust agreement or resolution providing for the issuance of such bonds shall contain such
provisions for protecting and enforcing the rights and remedies of the bondholders as may be
reasonable and proper and not in violation of law, including covenants setting forth the duties of the
authority in relation to the acquisition of property and the construction, improvement, maintenance,
repair. operation, and insurance of the project or projects in connection with which such bonds shall
have been authorized; the fees, rents and other charges to be fixed and collected; the sale of any
project, or part thereof, or other property; the terms and conditions for the issuance of additional
bonds; and the custody, safeguarding, and application of all moneys. It shall be lawful for any bank or
trust company incorporated under the laws of the state which may act as depositary of the proceeds of
bonds, revenues, or other money hereunder to furnish such indemnifying bonds or to pledge such
securities as may be required by the authority. Any such trust agreement or resolution shalt set forth
the rights and remedies of the bondholders and of the trustee and may restrict the individual right of
action by bondholders. in addition to the foregoing, any such trust agreement or resolution may
contain such other provisions as the authority may deem reasonable and proper for the security of the
bondholders. At' expenses incurred in carrying out the provisions of such trust agreement or resolution
may be treated as a part of the cost of the project or projects in connection with which bonds are
issued or as an expense of administration of such projects, as the case may be.
History.—s. 11, ch. 74-323.
154.223 Payment of bonds. —Revenue bonds issued under the provisions of this part shalt not be
deemed to constitute a debt, liability, or obligation of the local agency or the state or any political
subdivision thereof, or a pledge of the faith and credit of the local agency or the state or any political
subdivision thereof, but shall be payable safely from the revenues provided therefor. All such revenue
bonds shall contain on the face thereof a statement to the effect that the authority shall not be
obligated to pay the same or the interest thereon except from the revenues of the project or the
portion thereof for which they are issued and that neither the faith and credit nor the taxing power of
the local agency or of the state or of any political subdivision thereof is pledged to the payment of the
principal of or the interest on such bonds. The issuance of revenue bonds under the provisions of this
part shall not directly, indirectly, or contingently obligate the local agency or the state or any political
subdivision thereof to levy or to pledge any form of taxation whatever therefor or to make any
appropriation for their payment.
History. —s. 12, ch. 74-323 ,
154.225 Revenues.—
(1) The authority is hereby authorized to fix and to collect fees, rents, and charges for the use of
any project or projects and any part or section thereof. The authority may require that the lessee of
any project or part thereof shall operate, repair, and maintain the project and bear the cost thereof
and other costs of the authority in connection with the project or projects leased as may be provided
in the agreement of lease or other contract with the authority, in addition to other obligations imposed
under such agreement or contract.
(2) The fees, rents, and charges shall be so fixed as to provide a fund sufficient to pay the principal
of, and the interest on, such bonds as the same shall become due and payable and to create reserves,
if any, deemed by the authority to be necessary for such purposes. The fees, rents, charges, and all
other revenues and proceeds derived from the project or projects in connection with which the bonds
of any issue shall have been issued, except such part thereof as may be necessary for such reserves or
any expenditures as may be provided in the resolution authorizing the issuance of such bonds or in the
trust agreement securing the same, shall be set aside at such regular intervals as may be specified in
such resolution or such trust agreement in a sinking fund which is hereby pledged to, and charged with,
the payment of the principal of and the interest on such bonds as the same shall become due and the
redemption price or the purchase price of bonds retired by call or purchase as therein provided. Such
pledge shalt be valid and binding from the time when the pledge is made. The fees, rents, charges, and
other revenues and moneys so pledged and thereafter received by the authority shall immediately be
subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of
any such pledge shall be valid and binding as against all parties having claims of any kind in tort,
contract, or otherwise against the authority, irrespective of whether such parties have notice thereof.
The use and disposition of money to the credit of such sinking fund shall be subject to the provisions of
the resolution authorizing the issuance of such bonds or of such trust agreement. Except as may
otherwise be provided in the resolution or the trust agreement, the sinking fund shall be a fund for all
such bonds without distinction or priority of one over another,
History. -s. 13, ch, 74-323.
154.227 Trust funds. —Notwithstanding any other provisions of law to the contrary, all money
received pursuant to the provisions of this part, whether as proceeds from the sale of bonds, sate of
property, insurance, or condemnation awards, or as revenues, shall be deemed to be trust funds, to be
held and applied solely as provided in this part. The resolution authorizing the bonds of any issue or the
trust agreement securing such bonds may provide that any of such moneys may be temporarily invested
pending the disbursement thereof and shalt provide that any officer with whom, or any bank or trust
company with which, such moneys shall be deposited shalt act as trustee of such moneys and shall hold
and apply the same for the purposes hereof, subject to such regulations as this part and such resolution
or trust agreement may provide.
History. --s. 14, ch. 74-323.
154.229 Remedies. —Any holder of bonds issued under the provisions of this part or of any of the
coupons appertaining thereto, and the trustee under any trust agreement, except to the extent the
rights herein given may be restricted by such trust agreement or the resolution authorizing the issuance
of such bonds, may, either at law or in equity, by suit, action, mandamus, or other proceeding, protect
and enforce any and all rights under the laws of this state or granted hereunder or under such trust
agreement or resolution authorizing the issuance of such bonds, or under any agreement of lease or
other contract executed by the authority pursuant to this part, and may enforce and compel the
performance of all duties required by this part or by such trust agreement or resolution to be
performed by any lessee or the authority or by any officer thereof, including the fixing, charging, and
collecting of fees, rents, and charges.
History.—s, 15, ch. 74-323.
154.231 Negotiability of bonds. —Alt bonds issued under the provisions of this part shall have, and
are hereby declared to have, all the qualities and incidents, including negotiability, of investment
securities under the Uniform Commercial Code, but no provision of such code respecting the filing of a
financing statement to perfect a security interest shall be deemed necessary for, or applicable to, any
security interest created in connection with the issuance of any such bonds,
History.—s. 16, ch. 74-323.
154.2331 Tax exemption.—
(1) The exercise of the powers granted by this part wilt be in all respects for the benefit of the
people of this state, for the increase of their commerce, welfare, and prosperity, and for the
improvement of their health and living conditions. Because the operation and maintenance of a project
by a health facility will constitute the performance of an essential public function, neither the
authority nor a hospital institution shall be required to pay any taxes or assessments upon or in respect
of a project or any property acquired by the authority under the provisions of this part or upon the
income therefrom, and any bonds issued under the provisions of this part, their transfer, and the
income therefrom, including any profit made on the sate thereof, shall at all times be free from
taxation of every kind by the state, the local agency, and municipalities and other political subdivisions
in the state, except that such income shall be subject to the tax imposed pursuant to the provisions of
chapter 220. Nothing in this section shall be construed as exempting from taxation or assessment the
Leasehold interest of any health facility organized for profit. if any project or any part thereof is
occupied or operated by any health facility organized for profit pursuant to any contract or lease with
the authority, the property interest created by such contract or lease shall be subject to taxation to
the same extent as other privately owned property.
(2) Homes for the aged, or life care communities. however designated, which are financed through
the sale of health facilities authority bonds, whether on a sale -leaseback arrangement, a sate -
repurchase arrangement, or other financing arrangement, are exempt from ad valorem taxation onty in
accordance with the provisions of s. 196.1975.
History,—s. 1, ch. 84-138.
154.235 Refunding bonds.—
(1) The authority is hereby authorized to provide for the issuance of revenue bonds for the purpose
of refunding any of its revenue bonds then outstanding, including the payment of any redemption
premium thereon and any interest accrued or to accrue to the earliest or subsequent date of
redemption, purchase, or maturity of such revenue bonds,
(2) The proceeds of any such revenue bonds issued for the purpose of refunding outstanding
revenue bonds may, in the discretion of the authority, be applied to the purchase or retirement at
maturity or redemption of such outstanding revenue bonds either on their earliest or any subsequent
redemption date, or upon the purchase or at the maturity thereof, and may, pending such application,
be placed in escrow to be applied to such purchase or retirement at maturity or redemption on such
date as may be determined by the authority.
(3) Any such escrowed proceeds, pending such use, may be invested and reinvested in direct
obligations of the United States, in any obligations of which the principal and interest are
unconditionally guaranteed by the United States, in certificates of deposit or time deposits secured by
direct obligations of the United States, or in any obligations of which the principal and interest are
unconditionally guaranteed by the United States, maturing at such time or times as shalt be
appropriate to assure the prompt payment, as to principal, interest, and redemption premium, if any,
of the outstanding revenue bonds to be so refunded. The interest, income, and profits, if any, earned
or realized on any such investment may also be applied to the payment of the outstanding revenue
bonds to be so refunded. After the terms of the escrow have been fully satisfied and carried out, any
balance of such proceeds and interest, income, and profits, if any, earned or realized on the
investments thereof may be returned to the authority for use by it in any lawful manner.
(4) AU such revenue bonds issued for the purposes of refunding shalt be subject to the provisions of
this part in the same manner and to the same extent as other revenue bonds issued pursuant to this
part.
History.—s. 18, ch. 74-323.
154.237 Legal investment. —Bonds issued by the authority under the provisions of this part are
hereby made securities in which all public officers and public bodies of the state and its political
subdivisions and all insurance companies, trust companies, banking associations, investment
companies, executors, administrators, trustees, and other fiduciaries may properly and legally invest
funds, including capital in their control or belonging to thern. Such bonds are hereby made securities
which may properly and legally be deposited with and received by any state or municipal ❑fficer or any
agency or political subdivision of the state for any purpose for which the deposit of bonds or obligations
❑f the state is now or may hereinafter be authorized by law.
History.—s. 19, ch, 74-323.
154.238 Authorization to deal with financial institution which employs a member of the
authority. —Notwithstanding any general ❑r special law, rule, regulation, or ordinance to the contrary,
including ss. 112,311-11 Z, 326, an authority may sell its bonds to a financial institution, as defined in s.
655.005, which employs a member of the authority as an officer, director, or employee and may
appoint a financial institution to serve as trustee or cotrustee under a trust indenture relating to bonds
issued under this part, notwithstanding the fact that an officer, director, or employee of the financial
institution which is interested in purchasing or serving as trustee or cotrustee for a proposed or
outstanding bond issue shall vote on any matter related to such bond issue after the interest of the
financial institution in such bond issue becomes known to the officer, director, or employee.
History. s. 4, ch. 81-321; s. 40, ch. 83-217, s. 195, ch. 92-303; s. 873, ch. 95-147,
154.239 Reports. —Within the first 90 days of each calendar year, the authority shall make a report
to the governing board of the county of its activities for the preceding calendar year. Each such report
shall set forth a complete operating and financial statement covering its operations during the year.
History.—s. 20, ch. 74-323.
154.241 issuance of bonds. —Bonds issued under the provisions of this part shall be validated in the
manner prescribed by chapter 75.
History.—s. 21, ch. 74-323.
154.243 Alternate means, —This part shall be deemed to provide an additional and alternative
method for the doing of the things authorized hereby and shall be regarded as supplemental and
additional to powers conferred by other laws.
History. s. 22, ch. 74-323,
154.245 Agency for Health Care Administration certificate of need required as a condition to
bond validation and project construction. —Notwithstanding any provision of this part to the contrary,
before any project authorized by this part and subject to review under ss. 408.031-408.045 is approved
by the authority, and before revenue bonds are validated for the project, the Agency for Health Care
Administration shall issue a certificate of need for such project, which shall be a condition precedent
to the validation and issuance of any bonds hereunder, ❑ther than bonds for refunding or refinancing
purposes, and to the construction of the project. However, any portion of a life care facility not
requiring ticensure under chapter 395 or part El of chapter 400 shalt be exempt from the certificate -of -
need requirement.
History.—s. 23, ch. 74-323; s. 2. ch. 78-115; s. 2, ch. 80-13; s. 2, ch. 90-348; s. 21, ch. 95-280; s. 14, ch. 99-8.
154.246 Validation of certain bonds and proceedings. —The Legistature finds and declares that
the purpose of chapter 78-115, Laws of Florida, is, in part, to clarify the original meaning of the Health
Facilities Authorities Law, and, therefore, all bonds heretofore issued and proceedings conducted
pursuant thereto which would have been valid had the amendment to s. 154.245, as set forth in s. 2 of
chapter 78-115, been in effect when said bonds were issued or proceedings were conducted are hereby
declared valid.
History. —s. 3, ch. 78.115.
154.247 Financing of projects located outside of local agency. —Notwithstanding any provision of
this part to the contrary, an authority may, if it finds that there will be a benefit or a cost savings to a
health facility located within its jurisdiction, issue bonds for such health facility to finance projects for
such health facility, or for another not -for -profit corporation under common control with such health
facility, located outside the geographical limits of the local agency or outside this state.
History. —s. 37, ch. 2000-367.
'SUBSTITUTED.
EXHIBIT C
MINUTES OF TEFRA HEARING
(To be distributed separately by HFA Staff after the HFA's December 2"d meeting
and TEFRA Hearing)