HomeMy WebLinkAboutR-16-0617City of Miami
Resolution R-16-0617
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 1366 Final Action Date: 12/8/2016
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
APPROVING THE ISSUANCE OF NOT TO EXCEED FIFTY MILLION
DOLLARS ($50,000,000.00) OF CITY OF MIAMI, FLORIDA HEALTH
FACILITIES AUTHORITY HEALTH FACILITIES REVENUE AND REVENUE
REFUNDING BONDS (MIAMI JEWISH HEALTH SYSTEMS, INC. PROJECT),
SERIES 2017, FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Miami Florida Health Facilities Authority ("Authority") was created
by Resolution No. 79-93, as amended, adopted by the City Commission of the City of Miami,
Florida ("City Commission") on February 22, 1979, as amended by Resolution No. 79-330
adopted on May 22, 1979 by the City Commission (collectively, "Enabling Resolution"), all
pursuant to the Florida Health Facilities Authorities Law, Chapter 154, Part III, Florida Statutes,
as amended (together with Part II of Chapter 159, Florida Statutes, as amended, "Act"); and
WHEREAS, on December 2, 2016, the Authority held a public hearing with notice of said
hearing published on November 17, 2016 in the Miami Herald (a copy of said notice is attached
hereto as Exhibit "A" and incorporated herein), for the purpose of giving all interested persons
an opportunity to express their views, either orally or in writing, as required by Section 147(f) of
the Internal Revenue Code of 1986, as amended ("IRS Code"), in connection with the proposed
issuance by the Authority of its Health Facilities Revenue and Revenue Refunding Bonds
(Miami Jewish Health Systems, Inc. Project), Series 2017 ("Series 2017 Bonds"), in the
aggregate principal amount not to exceed Fifty Million Dollars ($50,000,000.00), the proceeds of
which 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 ("Prior
Bonds"), and thereby refinance the obligations of Miami Jewish Health Systems, Inc. (formerly
known as Miami Jewish Home and Hospital for the Aged, Inc.) ("MJHS") under a Loan
Agreement between the Authority and MJHS (such loan together with the Prior Bonds being
collectively, "Prior Debt"); (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 the main campus of MJHS ("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; and
WHEREAS, 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 improvements, buildings, renovations, fixtures, furnishings and equipment, to
MJHS' main campus located at 5200 N.E. 2nd Avenue, Miami, Florida 33137; and
WHEREAS, the MJHS 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
City of Miami Page 1 of 3 File ID: 1366 (Revision: D) Printed On: 3/18/2025
File ID: 1366 Enactment Number: R-16-0617
care hospital; an outpatient rehabilitation center; a short-term rehabilitation skilled nursing unit;
and other related facilities; and
WHEREAS, MJHS is and will be the owner and operator of the capital improvements
being financed and refinanced; and
WHEREAS, pursuant to the Enabling Resolution and the Act, following the above
described public hearing, on December 2, 2016, the Authority adopted Resolution No. 16-02
("HFA Authorizing Resolution") which, among other things, recommends that the City
Commission approve the issuance of the Series 2017 Bonds for purposes of Section 147(f) of
the IRS Code, a copy of which HFA Authorizing Resolution is attached hereto as Exhibit "B";
and
WHEREAS, the HFA Authorizing Resolution authorizes, among other things, the forms
of (i) a Loan Agreement ("Loan Agreement") to be entered into by and between the Authority
and MJHS for security and payment of the Series 2017 Bonds; (ii) an Indenture of Trust
("Indenture") to be entered into by and between the Authority and the Bank of New York Mellon
Trust Company, N.A., as trustee, which includes the form of Series 2017 Bonds and the
provisions for security and payment of the Series 2017 Bonds; and (iii) a Bond 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., as Underwriters, and approved
by MJHS, all pertaining to the issuance and sale of the Series 2017 Bonds; and
WHEREAS, the HFA Authorizing Resolution also provides that in connection with the
issuance of the Series 2017 Bonds by the Authority, the Indenture for the Series 2017 Bonds,
and the loan of the proceeds of the Series 2017 Bonds to MJHS under the Loan Agreement (i)
pursuant to a Master Trust Indenture ("Master Trust Indenture") to be entered into by and
among MJHS, 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, "Master
Trustee"), and a Supplemental Indenture Number 1 to be entered into between MJHS and the
Master Trustee, MJHS will issue an Obligation (as defined in the Master Trust Indenture)
("Series 2017 Note") securing the payment of the Series 2017 Bonds and (ii) MJHS will enter
into a Mortgage, Fixture Filing and Security Agreement with the Master Trustee securing the
obligations under the Master Trust Indenture; and
WHEREAS, the HFA Authorizing Resolution provides that the Series 2017 Bonds and
principal, premium, if any, and interest thereon shall be 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 ("State") 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 have the right, directly or indirectly, to require or compel the
exercise of the taxing power of the City, the State or any political subdivision thereof or taxation
in any form on any real or personal property for the payment of the principal, premium, if any, or
interest on the Series 2017 Bonds or for the payment of any other amounts provided in the HFA
Authorizing Resolution or in the Indenture; the Authority has no taxing power; neither the
Authority, the City, Miami -Dade County, the State, nor any political subdivision thereof, shall be
obligated to pay the principal, 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; and
City of Miami Page 2 of 3 File ID: 1366 (Revision: D) Printed on: 3/18/2025
File ID: 1366 Enactment Number: R-16-0617
WHEREAS, after reviewing the minutes of the Authority's public hearing held on
December 2, 2016, in respect of the issuance of the Series 2017 Bonds, a copy of which
minutes is attached hereto as Exhibit "C" and incorporated herein, the City Commission desires
to approve the issuance of the Series 2017 Bonds for the purposes of complying with Section
147(f) of the IRS Code;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
hereby adopted and incorporated herein by reference as if fully set forth in this Section.
Section 2. The issuance of the Series 2017 Bonds in the maximum aggregate principal
amount of Fifty Million Dollars ($50,000,000.00) for the purposes described above is hereby in
all respects approved for purposes of Section 147(f) of the IRS Code.
Section 3. This Resolution shall be effective immediately upon its adoption and
signature by the Mayor.'
APPROVED AS TO FORM AND CORRECTNESS:
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end" ez, City ttor
1 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 3 of 3 File ID: 1366 (Revision: D) Printed on: 3/18/2025