Health Facilities Authority - Regular Meeting

We're live. Good afternoon. I'm gonna call the Health Facilities Authority meeting to order. And in fact, I'm gonna call roll right now. Reynolds Martin, Justin Puente. Present. Kelly Brackett. Present. Manny Alonso. Here. Lizzie DeCastillo. Lizzie? Cassandra?

Oh, she went off.

Okay. We have a quorum. Hi, Lissandra. Lissandra.

Hello.

Hello.

Yes, I'm here, so I was trying to figure out. Okay, thank you. Good afternoon. Good afternoon. Thank you for having me.

You're welcome. Okay, now we're at Health Facilities Authority's Purpose. Who's doing that, Alfredo? Are you doing the purpose?

Yes, I'll be just introducing the item. I know that Baptist Health South has a presentation, if I'm correct. So I'm not gonna take up too much of your time. I wanna thank you all for being here. I appreciate it. We have an annual meeting every year with the health facilities as required by Florida statute to talk about business. And that continuously has to happen until all of the debt that has been issued in the past through the health facility authority is put to rest or is terminated. At this point, we have a good amount of outstanding debt. This health facility, and there's going to be an information session where she's going to provide a lot more information on this. This was established in 1995. It's in a partnership with a a good neighbor, which is Baptist Health South, which everybody knows, South Miami Hospital, a non-for-profit hospital in our community. So with that, I'm going to allow, if you don't mind, I will allow her to give her short presentation and any questions you may have for myself, the city attorney, which is here, or Baptist Health South. With that, by all means, please. You could, by all means, is the podium on with, perfect, so you can stand, yeah. And I apologize, we have somebody that's, because John normally does this, but we have somebody in training, so. It's all right.

Yeah, so.

I'm hoping that it goes smooth.

So, yeah, okay. Yeah. Yep. We're good? Well, thank you for allowing us the opportunity to present here. As Alfredo said, we've had a longstanding relationship being debt issues with partnership with the City of South Miami. I think if going through with this, it will actually be, I think, our sixth debt issuance with Baptist Health and City of South Miami. So it's really been a great partnership with that. So just a brief presentation for those of you that don't know the breadth. Baptist Health right we're 12 hospitals now from Palm Beach County all the way down to the Florida Keys including South Miami Hospital over 200 outpatient facilities and four institutes we focus on cardiac and vascular of which there's a significant activity here in South Miami Hospital our neuroscience center as well which our spine centers located here at South Miami oncology as well as orthopedics and we have only 20,000 employees across the system South Miami Hospital is a a critical part of the system. Lots of different services provided there, but the mother-baby unit, the NICU, is probably something that South Miami is really well known for. In fact, last year, more babies were born at South Miami Hospital than any other hospital in the Baptist Health System, including the main campus, Baptist Hospital. So you can see we cared for about 1.1 million individual people throughout our system last year, and about three and a half million visits, so we're a very large healthcare system. But we're a not-for-profit, right, that allows us to be here today to partner with you for this. We gave about $474 million in charity care and community benefit last fiscal year. That's something that we report upon periodically and is a key part of our mission. One thing that's really growing is our academic partnerships. Up in the north, with our affiliation with Boca Raton Regional Hospital, we have an affiliation with FAU. But now we're really ramping up a partnership agreement with Florida International University and trying to really increase the amount of residents and train more physicians. And South Miami Hospital, Baptist Hospital Miami are going to be big parts of that. So that's a big growth program. of trying to train more physicians in our facilities, as well as doing more research and becoming much more involved in academic medicine for South Florida and for the community. So one of the things that we look at in our mission is we're not just a hospital system, right? It's this whole network of care. What we want to do is have access points throughout the community. So we do have, like I said, South Miami Hospital. The inpatient rehab facility is really, really important. It's a real need for that. Any of you who have family members that need inpatient rehab care, you know there's not a lot of facilities, so we're really excited that that's coming up out of the ground here. But just anything we want to be able to make sure that we can provide pretty much all-inclusive care for folks, whether it be physicians, urgent cares. I know we do have that. We're trying to get urgent cares here and as well working through moving that into city of South Miami. So really that is our mission and When you look at, as an organization, we strive to really be the best. We're a very employee-friendly organization. We've gotten accolades for that and really strive to provide high-quality care. Hopefully, those of you, if you have been treated by our clinicians, our facilities, it's been a positive experience. We really strive to do that. So this really, our vision for the future, that top line is what kind of drives us, is we want to be where people instinctively turn to for the healthcare needs. We want people to be able to say, okay, I'm ill, I have a family member that's ill, needs care. We want to be trusted by them that they won't instinctively turn to us. So that's what we do, and part of this bond issuance, we'll get into a little more detail, is to really continue that mission and that vision, and what we want to be able to do. Part of that is that broad range of services, and Jeanette will go into a little bit more detail on what we want to use that funding for as part of that. But first, to kind of get into a little bit more details of the conduit bond issuance, I'm going to hand it over to our...

Good afternoon, everybody. My name is Chris Walrath. My firm, Chapman & Cutler, acts as bond counsel to the health system. And so what we thought today would make some sense is to just kind of go over how a bond issue works and why the system is asking the city and the authority to help. One of the things that you might hear from time to time is these are called conduit bonds. The conduit is actually the authority. Not for profits like the health system aren't allowed under the tax law to issue tax exempt bonds. They're just not allowed. You need that governmental entity in the middle. And that's why we ask health facilities authorities here in Florida to help us. There are authorities that are located in cities and counties all over the state. So this is one of many. There's trillions of dollars of bonds that are issued. The most important thing that we can stress for the authority and for the city is that these bonds aren't the responsibility of the city to pay them back. The health system will pay those bonds back, but the city's name, the authority's name is on the bonds, so they'll be denominated with the authority's name and then the system's name behind it. The slide that you see in front of you or on your computers is a little busy, but at the end of the day, the real takeaway here is that the bonds are issued, It's sold to holders by our friendly underwriter. The proceeds come in. They use them for the good projects that Jeanette is going to explain later. But the system pays that loan back. And that's when you look at the chart there in front of you. Look at my glasses. When you look at the chart there, you see the authority there in yellow. So there's your issuer. The bonds are issued. The underwriter sells them to the bondholder. that money goes basically back to Baptist, who uses it for their project, but when they pay the bonds back, just like you pay back the mortgage on your house, that money goes from Baptist to the bond trustee, the bondholders are paid. At no point... is the faith and credit of the city, the county, the authority, pledged to these bonds. The security is focused on the master, if you can see there where it says master trustee, master trust indenture, the security for a bond issue like this is solely on the health system. So the bonds are backed by their pledge to pay them back, by a pledge of their unrestricted receivables, and by a covenant package that gives the bondholders a good feeling that the bonds are gonna be paid back. There's no tax revenue being pledged here. the authority will be fully indemnified by the health system. So if something were to go wrong, the authority would look to the health system to be reimbursed for costs of litigation or anything that actually might go sideways. That indemnification clause exists in the document called the loan agreement, and you can kind of see it in that middle layer there. I'm just trying to think. I could go through all the different machinations. I'm happy to answer any questions. I mean, at the end of the day, the real takeaway here is we couldn't do this without your help. The city and the county and the authority are not responsible for the payback. And we literally couldn't do this. And there's health systems around the state that are in the same position here. It's very important for the hospitals to be able to access the tax exempt markets. Basilio can talk a little bit more about that. But the difference between taxable and tax exempt is a very important savings that allows them to complete their mission. And that's why it's important that we have that ability to issue these bonds. Is there any questions? I'm happy to answer any questions. I could break out the master trust indenture. We could go section by section. I could. Yes, sir.

What can go wrong?

You know, typically there's been... I'm trying to think back. I've been doing this for over 30 years, and there's been very few municipal bankruptcies on issues like this. I can't even think of one on a highly rated health system like this one that would go bad. But what could happen is they fail to pay the bonds back. But when that happens, the bondholders sue. The identification that the system provides for the authority will protect the authority. typically what happens in that situation is you want to get dismissed from that suit, right? Most of the time that stuff works out. In a hospital situation, I've seen very few problems like that happen once in a while on the long-term care side of things. Highly rated systems like this, not so much.

Can you think of... Oh, I'm sorry. Can you think of a circumstance where something did go wrong? that I can research and get a better understanding for what could go wrong?

Yeah, I couldn't point to a failure of a system or a hospital to pay their bonds back. There are some out there, but I think from the standpoint of a conduit authority like the South Miami Authority, I mean, while I can't tell you that nothing ever bad is gonna happen, the chances of something like that happening in this particular instance are very, very slim. Just trying to get a better understanding. I understand. It's a great question, sir.

What will the terms of the bond be? What are you requesting?

Facility owner Jeanette can help us with that.

You got it, you got it, you got it.

It's a great question.

Anything else?

We'll get through it for presentation.

I'll introduce myself. I'm Jeanette Sanchez. I'm the corporate vice president of finance at Baptist Health. I've been with the system for over 20 years now, 20 and a half. And so I've been in front of this authority a few times and have worked very closely with Alfredo and others in the city of South Miami on various different initiatives, but this one being obviously for us and for you the most, the biggest. Can we, I don't know if you can flip the slide, but the clicker's not working. Thank you. So as we go through this process, sorry, I'm a little shorter than everybody else here. One of the more important questions is what are we using this money for? How are we contributing to the communities that we serve, et cetera? And why are we borrowing this money? Well, we continue to want to expand and provide services to all of the counties that we are in and Miami-Dade County as well as the city of South Miami. are planning on greater expansion throughout those areas as well as modernizing our electronic medical records throughout the system. Modernizing is probably the wrong word, but converting our electronic medical record system throughout the system. a platform called Cerner and it needed, it's not top of the line and given our growth over the last few years, we have come to the conclusion and our board has agreed that we need to convert that system into the Epic system which is one of the, it is the most used system system for both academic medical centers, top cancer institutes, top health systems of our size, and really the best out there for us right now. And so that is one of the top projects that will touch every single area of Baptist Health in every county, including the city of South Miami. South Miami Hospital, the urgent cares in the neighborhood, et cetera, and every single physician that we employ or that we contract with. So that is probably the top project and initiative that we are going to finance with these bond proceeds. Some other items that we are using it for, for those of you that are familiar with our Baptist campus, which is just three, four miles from here, and I'm sure many of you have gotten care there at some point or had family members that have gotten care there, We are in the process of building a women's cancer institute, and the walls of that institute just recently went up. It is state-of-the-art. We are going to be housing all of our women's cancer, which is the biggest oncology line, business line, in our cancer services, into one facility. building. So anything from breast cancer, GYN oncology cancers, all of the chemotherapy, the radiation, not the radiation, chemotherapy, the physicians, the diagnostics, everything will be housed in one building, unique to just Women's Cancer Services, freeing up additional space in our current cancer institute because there is a backlog of patients to see. And unfortunately, that volume of patients continues to remain pretty steady or increase depending on timing. But there is a need for continued expanded cancer care. So that is one of the other projects that we are financing with these bonds. I'm going to keep going in the pictures to the bottom. I'm going to finish with the Baptist campus first. For those of you, Matt just said that South Miami birthed quite a few babies, probably the most in the county this year and last year. Baptist Hospital's maternity ward and NICU has really not had a refresher for many, many years. So we are, again, This is not a revenue producing. This is part of our giving back to the community and using our assets to do so. We are remodeling that entire building from top to bottom, elevators, pods, et cetera, to make the experience of birthing as well as taking care of our sickest patients, the NICU babies. consistent with our quality standards and our reputation so that when you walk in there, it is not a building that is several, several years old needing a revamp. It is going to be completely refreshed and renewed. And again, that's giving back to the community. We're not expecting any revenue from that. That's just refurbishing a building that really needs it. A few of the other projects that we are doing is the Homestead Hospital. Homestead Hospital, if any of you have driven down the Turnpike recently or in the last year, the amount of housing that is going up in that corridor is incredible. And we are seeing more and more patients and more and more businesses go out there. So we have really outgrown that hospital and that community. And it is one community that doesn't have what South Miami has, which is a medical arts building. a larger hospital, urgent cares in the neighborhood. So we are bringing that model that Matt showed in the picture of the continuity of care and the right side of care to the Homestead community by expanding and growing that hospital as well as doing some integrated care centers there that would provide services for the community. One model that we have also seen in, we started it off in Broward County and we are expanding it into Palm Beach and to another area in Broward is an integrated care center. We are starting to see these medical centers where patients are seeking care in an outpatient basis, right? oh, I have to see my orthopedic. OK, I drove to see my orthopedic. I had my visit, but I have physical therapy on the same day, and I have to drive to another building to go get my physical therapy. Oh, and then I need an MRI before I can go get my physical therapy, and I have to go to yet a third building to go get that done. or a third location. We have modeled putting all of those services into one physical plant. So you walk in, you see your primary care doctor, you get a referral, you can go to the next doctor, you can get your diagnostics done there, and then you can get your therapy or whatever other treatment you may need in one location. facilitating your registration, facilitating your commute, minimizing the need to go from place to place, and allowing you to do all that in one location, hopefully in one day, and getting all of your medical needs satisfied in one time. And so there are two of those currently being brought up off the ground, one in Palm Beach County and the other one in Pembroke Pines in Broward County. So those are the five major projects that we are proposing to finance with these bonds, partially finance with these bond proceeds. There are others that will likely take bits and pieces of those bonds, but for the most part, these are our six, I counted five because there were five buildings, but six projects that we are going to be proposing to finance with the bond proceeds. And with that, I'll turn it over to Basilio to go over some of the...

I think the idea is to come back with your permission to come back on July 7th for two different things. A TEFRA hearing, which is a hearing that has to be held pursuant to federal tax law. It allows the public to come and make a statement or ask a question. And then followed by an authority resolution, which will be the resolution that authorizes the issuance of the bonds. In addition to those things, there'll also be a hearing in Tallahassee from the state of Florida. The reason that we need that hearing in Tallahassee is because the system has facilities outside of your jurisdiction. When that happens, the federal tax law requires that a hearing be held either in each one of those jurisdictions with an approval from each one of those localities. I can use Palm Beach for an example. You'd have to have a hearing in Palm Beach and then an approval of their city council or their county commission. You could also go to the highest elected representative. And so the governor being the highest elected representative in the state fits that bill. So we can have one hearing in Tallahassee that covers everything outside of the city of South Miami. And so they're hoping to have that hearing on July 9th, followed in a couple of weeks by Governor DeSantis signing an approval letter that we'll draft for him to sign. So those are two things that happened there. The last thing that happened will be the city of South Miami's full commission will hopefully adopt a resolution authorizing the bonds for just purposes of the federal income tax code. That's called a TEFR approval. I just wanted to give you guys an idea that there's kind of a continuum of approvals that are gonna happen here.

Any questions on that?

Great, sorry.

So we can move to page 10. Hi. My name is Basilio Panicke. I work with Bank of America. And I'm actually going to sell the bonds to the investors that Baptist is going to issue. And one thing I want to stress, you see on the upper left-hand corner, this is a $500 million bond issue. That may sound like a lot. Healthcare is very expensive, as you saw with the project list. There's a lot of big buildings being built, a lot of very expensive software. 500 million for what we're actually building is pretty good value compared to other projects that are going on in the country. And I'll just stress again that the City of South Miami Health Facilities Authority, the City of South Miami is not obligated on these bonds, and we actually state that on multiple spots in our perspective. So we sell this with a book, an actual written book that we distribute to the public. and there are a number of sections of that book that are in bold, and many of them relate to the fact that the city of South Miami Health Facilities Authority is not liable for these bonds. The investors that I'm gonna sell to, they know that they're gonna be looking to Baptist in its sole capacity to repay these obligations. These bonds are gonna be raided, so it's been in the news, right, the United States The credit rating got downgraded. It's no longer a AAA rating. It's a AA rating. So Baptist actually has a AA category rating as well. So they're considered to be an incredibly credit-worthy entity. There are some healthcare systems in Florida that have much lower ratings, operate just fine. You don't have to be a AA to be a... a great health system, but Baptist is. And investors are going to be very excited to buy these bonds. These bonds will also be made available to members of the public. So anybody in this room can buy them. They're freely tradable, which is different. Some hospital issues for lower rated hospitals, they would not be eligible to be sold to just any member of the public. They would be limited to just what's known as a quib, a qualified institutional investor or qualified institutional buyer, Baptist by dint of its high rating, can be freely sold to any member of the public. Sir, you asked a question about what we're thinking about with respect to structure. In ordinary times, we would probably be selling a 30-year bond, a bond that we can repay over 30 years, like a mortgage. But like many folks who are looking for a mortgage right now, I think you're probably aware rates are very, very high. So just like a person off the street thinking about doing a 5-1 arm or a 10-1 arm, basically a mortgage that has a 30-year maturity but a shorter rate for a shorter timeframe, that's what Baptist is looking at doing. So it's very likely that we'll be selling a bond or a series of bonds that have somewhere between a five and a 10-year rate, and then the rate will reset, Baptist will come in, the bonds will come back to us, and we will resell them again at a new rate at that time. Hopefully, a better rate for a longer timeframe, but right now, rates are elevated. I won't belabor the project list because I think that Jeanette did a good job, but I do want to come back to your question. Baptist basically has to go bankrupt. And even in that case, the city of South Miami, again, is not liable, as we've stated over and over and over. Do hospitals go bankrupt? Sure. Stewart Healthcare, you probably heard, right? Hialeah Hospital, that system went bankrupt. You see it coming from a long... a long ways away, takes a long time for a health system to go bankrupt. Those hospitals were all purchased and all their obligations were assumed by other buyers. I think what you have to think about, if you want to grapple with that question, is think about how important and how essential Baptist and its facilities are to our community. I mean, can you imagine what would happen if Baptist, Maine, South Miami went away? I mean, where would people get their health care? I mean, it's hard enough. There's long waits in many places now. So Baptist is what we refer to in our industry as just an essential provider. We absolutely need them to keep chugging along in this community to get health care. And what that does is it makes it a really good bet, basically, that they're going to be around to repay this debt. So that's my page. Happy to take any questions as it relates to interactions with investors, et cetera.

I don't know if you're the right person to ask for this, but what is the total amount of bonds outstanding that Baptist has at this point?

About 1.7, I think. Yeah, about 1.7 billion. 1.7 billion?

1.7 billion. Is he saying 104?

1.7. 1.7. Yeah, 1.7. healthcare is really expensive. These are high-tech equipment, big buildings, it's an expensive industry. Baptist is considered by many, there's all kinds of efficiency ratios out there. These are very scrutinized systems. And they all benchmark themselves against themselves. And we have some big names in our community, the Mayo Clinic up in Jacksonville, the Cleveland Clinic. Baptist is considered a very efficient operator by any metric.

This PowerPoint presentation, is it available to us?

We'll see why not.

Yeah, please, I would love to review this.

Sure.

When I have more time.

And you will also get a copy of the book.

All right.

And that prospectus has all of the material information that we're required as an underwriter to provide to the public. So by SEC law, by federal law, by securities laws, SEC oversight, we are required to disclose everything that a reasonable investor would want to know to make this investment decision. So you'll see that in full detail.

Just for two seconds, I'm just going to, from our code of ordinances, I just want to read. The health facility authority, something I think is important is just the commission hereby finds and declares when they established this back in 1995, declares that there is a need for health facility authority to function in the city in order to assist in the development and maintenance of health facilities located in the city and were authorized by law outside the city's boundaries. Sort of in line with what the intent is. This health facility authority is was designed for exactly purposes of this, to help, and this is a sure way of allowing us to enhance our healthcare system, not only in South Miami, but surrounding areas, at little to no risk by helping them get a very favorable rate, which is the rates that we get here at the city. We have that. that benefit being a municipality. And what they want to do is they basically want to tap into the benefit that we have. And the only way they can do that is through you. There is no other way. And I just wrote, I don't know if anybody's heard of chat GPT. And I just wrote, what is the benefit of having a health facility authority? Two sentences. Establishing a health facility authority allows a city to support the development and financing of hospitals, clinics, and health-related institutions through tax-exempt bonds. without using taxpayer funds or impacting the city's debt limits. It's a tool that encourages investment in local health care infrastructure while keeping financial risk off the city's books. That's literally, I asked it two sentences, write me what's the benefit. That's why you're here. So that's, it's always been a question during our annual meetings of which I'm the one that presents. Hopefully you'll be for the next four years. a member of that health facility authority, you'll be hearing my annual reports, and I'll be asking for support and comments and recommendations from this board, but that's why you're here, and that's really the bottom line. They're asking to use our benefit of issuing tax-exempt bonds for the benefit of a very large healthcare system.

I'm hearing the word indemnification a lot, but my question's gonna come something does happen, right? Is there insurances that are in place that will cover any form of legal representation then?

I'm sorry, let me apologize also for the setup of the room.

Normally the room is not set up like this. It looks like we're having a party. This is not a party, I want you to know. The reason it's been set like this is because the police has been in trainings for I think three consecutive days now. Tomorrow will be the third day. And we were gonna set it up how we traditionally, where it looks professional, not a party, but.

No worries at all, no worries at all. That's a great question, right? And it's a question we get at every authority meeting and every time we sit in front of an authority all over the country. So typically what happens, and what happened the last time we issued here in 2017, is the loan agreement that'll be signed, that's a document between the authority and the health system, will contain an indemnification clause, which will indemnify the authority for any securities law violation that happens. It'll indemnify them for if somebody slips and falls and hurts themselves at a project and sues the authority. The concept there, right, is that if something happens, you look to the system, the system will pay to get the authority dismissed. At the end of the day, even though your name is on the bonds, you're not the deep pocket here. The deep pocket's the health system. They're agreeing, because you're loaning the tax exemption to them, basically, to indemnify the authority in case something goes sideways.

My question is more, if the city were to become part of a lawsuit, will the, will Baptist then step in and cover the cost of any form of legal representation? So, okay.

Yeah, that's what, if I had the indemnification clause, I would put it up on the screen. We don't have it right now, but your attorneys will certainly have the ability to look at that language and make sure that they're comfortable with the way the indemnification reads.

And to further that, we had, there wasn't, not for you, but there's been an audit before because the IRS will audit these and they represent us. They are the face of this bond. We've had a great partnership with them in doing this. And just somebody asked a question, how much debt in our conduit debt, which we issued in 2017, as of September 30th of 2024, it's $706,375,000. So, I mean, we've issued this before. We've been in partnership in this type of transactions. I would not come to you unless I felt confident, honestly. Oh, it's happened here. Yeah, it happened here, trust me. And I can tell you firsthand, we worked close hand to hand with them and we got through the audit. It was their audit, no cost to us. And it was clean, it was a perfect audit. Oh, I call her right away. Don't you worry about that. I know her number. I know her mobile. I got that.

Lissandra has her hand up.

Go ahead, Lissandra. Hi, good afternoon. I do have a question that actually raised I'm the supervisor of two of the hospital from Baptist. And as a chair of this board, they were asking me if there would be a conflict of interest from my end. And now I think that this is the best place to clarify that. Because I just want to know about that rules. I wasn't sure about it. You know, I've been in the chair for a couple of years now. And I think that I love the purposes and I understand. I want to make sure that it doesn't cause any conflict of interest with my job because I'm part of Baptist Health, and I'm in charge of, in one department, a main Baptist and doctor's hospital. Not in South Miami, but it's part of the Baptist Health system.

From my understanding, you will have to recuse yourself at that time. When that comes, I think the 7th is when it was scheduled.

Yes, July 7th, the formal meeting when a vote is taken on the issuance of the bond. You would need to recuse yourself from voting on the matter.

Okay, I will. Thank you very much.

The Baptist Health South employs a lot of people. I know.

Is there a benefit to the city for doing this? I mean, besides you have a health system that's growing, is there a direct benefit to South Miami for this?

Yes, well, they've agreed to give the Health Facility Authority $250,000 for their activity in helping get this debt passed.

And so what bucket does that money go to?

So there is strict Florida statute. I don't have the language here. I know it's one sentence. Health facility will have the responsibility of designating that or awarding that money in a very specific manner, normally a non-for-profit health organization. or to the local jurisdiction would be the city of South Miami. So normally we take up that item probably at the annual meeting. They'll give a check after the bonds have been issued and at that moment at the annual meeting we'll discuss as business, HFA business, what does the HFA, Health Facility Authority, want to do with that $250,000?

Yeah, because I think there's got to be very strict guardrails there.

Correct. So you asked, what does the health facility get out of it? $250,000. And the benefit of the expansion. If I could, the next steps, I know you went over the schedule. Can you just go over it one more time for the board or for the committee, for the authority, just so that everybody just, and I'm talking about What's their responsibility? As far as when do they have to show? I don't think they really... Okay.

I think the authority, I think, just on July 7th, right? So at that meeting, we'll have a tougher hearing, which, you know, members of public can talk. People show up. Sometimes they do. Sometimes they don't. We'll see. And then directly after that hearing, you'll be asked to adopt a resolution, which my firm will draft. Lawyers will be able to take a look at it. It will look a lot like what was adopted back in 2017. That document is what we'll be asking a vote on. Also, the one lady on the phone will have to recuse herself for. That's called the bond resolution, bond and sale resolution. So that will be on the 7th. And then the city will be asked later in July to adopt a tougher resolution approving the bonds for federal income tax purposes. But the authority just on July 7th.

And if I may add, we ask that the board members be present, the authority members be present on July 7th because it will be a formal meeting of the authority where action and voting will take place. So we ask that you come physically to chambers here.

What time is that meeting?

Nikki, correct me, what time is it? Four o'clock. Four o'clock.

How long does it usually last?

I wasn't in charge in 2017, so I'm not sure.

It kind of depends on whether anybody from the public shows up, right? But if nobody shows up, the Tepper hearing should only take 10 minutes, and then you can move right into your business for the authority meeting, which would, I don't know what else is on the agenda, but that's the only thing.

Right, this is the only item on the agenda. And based on past practice, which obviously I can't, but it was a very short meeting in 2017. I don't recall one person from the public even being present.

Alfredo, one of the guardrails put in place, and who puts the guardrails in place? Is it the city commission? Is it us on this board?

Florida statute. Florida statute is very strict on the use of the monies? Correct. If you give me two seconds, I will find you the language so you can see. You will have the 250, and then there's really... The health facility, again, as a committee and as authority, you'll talk about where you want to allocate that 250, or if you want to give it to the local government, the jurisdiction, the city of South Miami, and then we must apply it in the same fashion that Florida statute requires. which is a non-for-profit health organization.

And that goes on a line item in the budget when you do your budgeting or is that completely separate?

Completely separate. It's not appropriated throughout the budget process whatsoever. It is the health facility authorities' monies. It is not the city of South Miami. We will be fiduciaries for that money because you don't have a bank account. So we will take control of that money and earmark it for the health facility. It will be in our coffers for your discussion. Annual meetings are normally, well, they always happen in March.

I have to have it the first 90 days of the calendar year.

So this facility, unless they want to meet sooner, this facility will probably meet the next time after all of this come March for the required annual meeting. And one of the items on the agenda that I will prepare or I will prepare with Madam Clerk will have designation of the 250. And that will have the language of what is appropriate, so on and so forth.

So how often is this authority required to meet?

A minimum of once a year for the annual meeting. We have no choice but to meet once a year. And historically, we've only met once a year.

But we can meet more if we desire.

Yeah, absolutely.

And that's pretty typical for health facilities authorities in Florida, with some exceptions, right? But most meet on demand for their local hospitals when they have to outside of their annual meeting. And you're exactly right. The authorities that do get money typically dole that out at their annual meeting to figure out what to do, and that's what happens. So pretty typical. It's also not atypical for an authority to collect a fee for issuance. That happens not only with health facilities authorities, but big state authorities around the country.

Can we ask for more?

Can you ask for more? You're asking the wrong guy.

We started at $250.

$500 million is quite a bit now.

As you can tell, I'm the troublemaker.

I understand. You notice I didn't say anything.

When we get through digesting all of this and we have questions, who do we direct those questions to?

You can direct it to myself or Madam Clerk, and if it's a legal question, we'll contact the city attorney, which will contact you or reach out to you if you have a question in reference to the use of the bonds. The question's the best, probably, if it comes through us. We will get those answers from Baptist Health South, just so that we're all on the same page. And I'll, whatever response or anybody has any questions, I'll send it to the entire authority, not just the person that requested it.

Do sunshine rules apply?

Absolutely. 100%.

Crystal clear.

Yes, sunshine do apply.

Does everybody know what sunshine rules are?

What did he ask?

Sunshine. Because this is an item that's going to be voted on on July 7th, amongst the authority cannot speak about this item. It's a violation of sunshine.

If I may, except in a meeting. You can discuss it in the sunshine in a meeting. But two or more of you cannot discuss authority business on your own, even by email. And I would also add that the public records law applies. So any records, emails, text messages concerning the business of the authority are also public records under Florida law.

Thank you.

I'm clear.

With that workshop, if nobody has any other additional questions, if you do in the middle of the night wake up and have a question, by all means, me or Madam Clerk, we are available to you at all times. If not, we look forward to seeing you on July 7th at 4 p.m. It is important that you're here in person and you can ask your questions in an open forum and if public are here, they'll ask the same questions or... If not, I thank you so much for all of you here. I appreciate it. Thank you guys for all being here.

We really appreciate it. I really, really, really appreciate you guys.

All right, thank you.

Meeting's adjourned.