THE METROHEALTH SYSTEM BOARD OF TRUSTEES SPECIAL BOARD MEETING RESOLUTIONS NOVENIBER 9, 2016 RESOLUTION DESCRIPTION Approval of the Engagement of Raymond James Associates, Inc. to Provide Strategic Advisory Services for the Transformation Project Approval of the Pursuit of a Plan of Financing of The MetroHealth Transformation Project Authorization for the President and Chief Executive Of?cer to Pursue Implementation of the Plan of Financing Resolution Authorizing the Chief Financial Of?cer to Declare the Official Intent of MetroHealth to Reimburse Expenditures From Proceeds of Tax-Exempt Obligations RESOLUTION NO. 1902 8 19029 19030 19031 Approval of the Engagement of Raymond James Associates, Inc. to Provide Strategic Advisory Services for the Transformation Project RESOLUTION 19028 WHEREAS, the Board of Trustees of The MetroHealth System has been presented a recommendation for the approval of the engagement of Raymond James Associates, Inc. to provide strategic advisory services to the Board of Trustees in connection with the review of ?nancing options for MetroHealth?s Transformation Project; NOW, THEREFORE, BE IT RESOLVED, the Board of Trustees of The MetroHealth System hereby approves the engagement of Raymond James Associates, Inc. to provide strategic advisory services to the Board of Trustees in connection with the review of ?nancing options for MetroHealth's Transformation Project. Fees for this engagement will be $120,000 plus reasonable travel and other out?of?pocket expenses arising out of this engagement; in addition, if the Board requests Raymond James to provide additional advice or services beyond the initial engagement, any additional compensation for such advisory services will be negotiated between the Board and Raymond James, to be paid out of general operating funds. BE IT FURTHER RESOLVED, the President and Chief Executive Of?cer is hereby authorized to negotiate and execute agreements and other documents consistent with this resolution. AYES: Ms. Dee, Mr. McDonald, Rev. Minor, Mr. Monnolly, Mr. Schneider, Dr. Silvers, Mr. Spain NAYS: None ABSENT: Mr. Moss, Ms. Whiting AB STAINED: None DATE: November 9, 2016 Approval of the Pursuit of a Plan of Financing of The MetroHealth Transformation Project RESOLUTION 19029 WHEREAS, the Board of Trustees of The MetroHealth System has been presented a recommendation by System management and Kaufman Hall, and supported by the assessment of Raymond James Associates, Inc. for the approval of the pursuit of a Plan of Financing for the Transformation Project at this meeting, including those terms and conditions described on the Attachment to this Resolution; WHEREAS, the Board has been briefed concerning the ongoing development of the Transformation plan and has engaged in regular discussions regarding the ?nancing of this project, including the involvement of Board members in discussions with the County, and the Board desires to continue working with the County in support of the Transformation project and to provide the County with opportunities to participate in the ?nancing of the project through enhancements of the terms of MetroHealth?s bonds or grants to support MetroHealth?s continuing mission through the Transformation; WHEREAS, the Board has directed management for the System to develop alternatives for the ?nancing of the project; WHEREAS, the Board has selected Raymond James Associates, Inc. as its strategic advisor in connection with its review of alternative ?nancing options; WHEREAS, the Board has been presented with a detailed review of multiple ?nancing options by Kaufman Hall and has received the assessment of Raymond James; and WHEREAS, the Board believes that it is in the best interests of the System to authorize the Chief Executive Of?cer to take all actions necessary and appropriate to pursue the selected ?nancing option. NOW, THEREFORE, BE IT RESOLVED, the Board of Trustees of The MetroHealth System hereby approves and accepts the Kaufman Hall report. BE IT FURTHER RESOLVED, the Board of Trustees of The MetroHealth System hereby approves the pursuit of the proposed ?nancing option designated ?MetroHealth Borrowing? as described in more detail on the Attachment to this Resolution, with the understanding that the ?nal terms and conditions will be subject to negotiation with the issuers and underwriters of the bonds. BE IT FURTHER RESOLVED, the President and Chief Executive Of?cer is hereby authorized to negotiate and execute agreements and other documents consistent with this Resolution. AYES: Ms. Dee, Mr. McDonald, Rev. Minor, Mr. Monnolly, Mr. Schneider, Dr. Silvers, Mr. Spain, Ms. Whiting NAYS: None ABSENT: Mr. Moss AB STAINED: None DATE: November 9, 2016 ATTACHMENT A Terms of Financing Option This Terms Sheet is intended as an outline of the terms and assumptions for the MetroHealth Borrowing Scenario presented to the Board of Trustees. These terms will be subject to ?nal negotiation and documentation through MetroHealth?s negotiations with potential issuers and underwriters of this indebtedness and will be subject to ?nal approval of the Board of Trustees. - MetroHealth will pursue and may issue up to $1.25 billion of bonds to fund the entire Transformation Project, which could include $135 million for the re?nancing of all outstanding debt and swaps, excluding the 2009B (BAB) bonds. 0 The full amount of the bonds may be issued upfront. - Debt Service Reserve fund will be established if required by the market. 0 Capitalized Interest for the ?rst ?ve years (or less if desired). 0 40 year maturity or shorter. MetroHealth will explore with the County Opportunities for participation where the County could support the project. These opportunities could include a potential guarantee, or other enhancement mechanisms, for the Debt Service Reserve Fund or permanent grants to support MetroHealth?s mission of providing care for the underserved. Authorization for the President and Chief Executive Of?cer to Pursue Implementation of the Plan of Financing RESOLUTION 19030 WHEREAS, the Board of Trustees of The MetroHealth System (?MetroHealth?) approved the pursuit of a Plan of Financing for its Transformation Project (the ?Transformation Project?) including, if necessary or desirable, re?nancing any or all of its existing debt and fund swap terminations, either directly or indirectly; and WHEREAS, MetroHealth will request the issuer or issuers (?Issuer?) of such debt necessary to accomplish the Plan of Financing to provide the required funds, including the customary transaction costs as estimated by the System in connection with the MetroHealth Borrowing scenario approved by the Board; and WHEREAS, as part of such ?nancing(s) and to accomplish such purposes, it may be necessary or desirable that MetroHealth approve a form of an Indenture of Trust (Bond Indenture) (the ?Bond Indenture?) between the Issuer and the Trustee (the ?Bond Trustee?); approve the issuance of the Series 2017 Bonds; possibly amend and restate, but at least execute the Master Trust Indenture and any supplements thereto (collectively, the ?Master Indenture?), between MetroHealth and the Master Trustee; and will pledge to the Master Trustee its required security and/or collateral; execute and deliver pursuant to the Master Indenture one or more notes (collectively, the ?Notes?) to secure the Series 2017 Bonds; execute an of?cial statement (the ?Of?cial Statement?), in its preliminary and/or ?nal form, to be used in connection with the offer and sale of the Series 2017 Bonds and authorize the use and distribution thereof; execute a bond purchasing agreement (the ?Purchasing Agreement?) with the Issuer and the Underwriters; execute a continuing disclosure agreement related to the 2017 Bonds (the execute certain release and termination documents in connection with the defeasance of the existing debt (the ?Release and Termination Documents?); and execute tax documents or other documents approved by the Chief Legal Of?cer of MetroHealth that may be required in connection with such transaction (collectively the ?Other Loan Documents?); and WHEREAS, MetroHealth will require. a team of professionals, including bond counsel, hospital counsel, underwriters, counsel to the underwriters, and others, including MetroHealth management to begin the documentation process needed to begin the borrowing process; NOW, THEREFORE, BE IT RESOLVED, the Board hereby authorizes and approves the pursuit of the implementation of the above-described financing process beginning with an underwriter selection process managed by MetroHealth toward the issuance of the necessary amount of debt required to complete the Plan of Financing for the Transformation Project. BE IT FURTHER RESOLVED, that the President and Chief Executive Of?cer, and Chief Financial Of?cer, acting on behalf of MetroHealth, are authorized and empowered in their discretion on behalf of MetroHealth to begin the negotiation and documentation process related to the pursuit of the Plan of Financing as deemed appropriate by them. RESOLVED FURTHER, that the President and Chief Executive" Of?cer will provide regular update on activities related to the pursuit of the implementation of the above-described ?nancing process and seek ?nal Board of Trustees approval as to the ?nal speci?c terms and conditions of the indebtedness to be incurred pursuant to the Plan of Financing. AYES: ABSENT: ABSTAINED: DATE: Ms. Dee, Mr. McDonald, Rev. Minor, Mr. Monnolly, Mr. Schneider, Dr. Silvers, Mr. Spain, Ms. Whiting None Mr. Moss None November 9, 2016 Resolution Authorizing the Chief Financial Of?cer to Declare the Of?cial Intent of MetroHealth to Reimburse Expenditures From Proceeds of Tax-Exempt Obligations ADOPTED: November 9, 2016 RESOLUTION 19031 WHEREAS, The MetroHealth System (?MetroHealth?) intends to ?nance certain capital projects as part of or in addition to the Transformation Project (the ?Proj ects?) on a long-term basis with proceeds of loans made to MetroHealth by Cuyahoga County, another county or State of Ohio issuing authority or other quali?ed issuer (the ?Authority?) from proceeds of the bonds; WHEREAS, MetroHealth has already paid or may pay in the future for certain costs of the Projects (?Project Costs?) with funds of MetroHealth, or an af?liate of MetroHealth, prior to the time bonds are issued by the Authority to ?nance the Project Costs, and prior to the time interim debt, if any, is incurred by MetroHealth for Project Costs; WHEREAS, MetroHealth reasonably anticipates that the Authority will ?nance its loan to MetroHealth with obligations of the Authority (the ?Project Bonds?), in one or more issuances, the interest on which is expected to be excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the ?Code?), for purposes of federal income taxation; and WHEREAS, MetroHealth desires to preserve the right to treat an allocation of proceeds of the Projects Bonds, and any interim borrowing of MetroHealth, to the reimbursement of Project Costs paid prior to the issuance thereof as an expenditure for such Project Costs to be reimbursed for purposes of Sections 103 and 14l~150 of the Code; WHEREAS, MetroHealth desires to delegate to its Chief Financial Of?cer (or other person as provided below), the authority to declare its of?cial intent to reimburse such expenditures; NOW THEREFORE, BE IT RESOLVED by the Board of Trustees of MetroHealth as follows: Section 1. MetroHealth hereby authorizes its Chief Financial Of?cer (or chief executive of?cer or other person who carries out the duties and obligations of the Chief Financial Of?cer, if the Chief Financial Of?cer is for any reason unavailable), in his sole discretion after consultation with counsel, to execute certi?cates (the ?Declaration of Intent Certi?cates?) on behalf of MetroHealth for Project Costs which MetroHealth reasonably expects to reimburse from proceeds of Project Bonds, to the extent that such Project Costs are paid prior to the issuance of the respective series of Project Bonds. Section 2. The Declaration of Intent Certi?cates are intended to be a declaration of MetroHealth?s official intent to reimburse the expenditure of such Project Costs paid prior to the issuance of the Projects Bonds, and any interim borrowing to be incurred by MetroHealth, with proceeds of such debt, for purposes of Treasury Regulations Section 1.150-2. Section 3. The Declaration of Intent Certi?cates will set forth, to the extent deemed necessary, convenient or desirable by the Chief Financial Of?cer, after consultation with counsel to MetroHealth, the following if still current under then applicable Federal income tax or regulations, or any revision thereof or addition or deletion thereto, as the case may be under then applicable law: (C) (6) a description of the particular project to which the Project Costs or relate; a statement that MetroHealth reasonably expects to reimburse such Project Costs from proceeds of Project Bonds; the maximum principal amount of the Project Bonds expected to be issued to ?nance the respective Project Costs; that the Project Costs to be reimbursed with the proceeds of the Project Bonds will be ?capital expenditures? in accordance with the meaning of Section 150 of the Code; that no reimbursement allocation will employ an ?abusive arbitrage device? under Treasury Regulations ?1.148?1 to avoid the arbitrage restrictions or to avoid the restrictions under Sections 142 through 147, inclusive, of the Code, or any Successor provisions; that the proceeds of the Project Bonds used to reimburse MetroHealth for Project Costs, or funds corresponding to such amounts, will not be used in a manner that results in the creation of ?replacement proceeds?, including ?sinking funds?, ?pledged ?inds? or funds subject to a ?negative pledge? (as such terms are de?ned in Treasury Regulations of the Project Bonds or other issues of debt obligations of the MetroHealth, other than amounts deposited into a ?bona ?de debt service fund? (as de?ned in Treasury Regulations and that all reimbursement allocations will occur not later than 18 months after the later of the date the expenditure from a source other than the Project Bonds is paid, or (ii) the date the respective Project Costs are ?placed in service? (within the meaning of Treasury Regulations ?1.150?2, or any successor provisions) or abandoned, but in no event more than 3 years after the expenditure is paid. Section 4. This resolution shall be effective with respect to all future capital projects of MetroHealth and shall take effect immediately. AYES: NAYS: ABSENT: ABSTAINED: DATE: Ms. Dee, Mr. McDonald, Rev. Minor, Mr. Monnolly, Mr. Schneider, Dr. Silvers, Mr. Spain, Ms. Whiting None Mr. Moss None November 9, 2016 Exhibit A Form of Declaration of Intent Certi?cate 1, Craig Richmond, Senior Vice President and Chief Financial Officer, HEREBY CERTIFY as of the date set forth below with respect to the costs described on Exhibit A hereto (?Project Costs?) to be ?nanced with the proceeds of bonds, notes or other obligations of the (?Project Bonds?) the quali?ed issuer (the ?Issuer?) as follows: MetroHealth reasonably expects to reimburse such Project Costs from proceeds of Project Bonds. That maximum principal amount of the Project Bonds expected to be issued to ?nance the Project Costs is $1.25 billion. (0) The Project Costs to be reimbursed with the proceeds of the Project Bonds will be ?capital expenditures? in accordance with the meaning of Section 150 of the Internal Revenue Code of 1986, amended (the ?Code?); No reimbursement allocation will employ an ?abusive arbitrage device? under Treasury Regulations Section 1148-10 to avoid the arbitrage restrictions or to avoid the restrictions under Section 142 through 147, inclusive, of the Code, or any successor provisions; The proceeds of the Project Bonds used to reimburse MetroHealth for the Project Costs, or amounts corresponding to such amounts, will not be used in a manner that results in the creation of ?replacement proceeds?, including ?sinking ?inds?, ?pledged funds? or funds subject to a ?negative pledge? (as such terms are de?ned in Treasury Regulations Section 1.148?1) of the Project Bonds or other issues of debt obligations of the Authority, other than amounts deposited into a ?bona fide debt service fund? (as de?ned in Treasury Regulations Section and All reimbursement allocations will occur not later than 18 months after the later of the date the expenditure from a source other than the Project Bonds is paid, or (ii) the date the Project is ?placed in service? (within the meaning of Treasury Regulations Section 1.150?2, or any successor provisions) or abandoned, but in no event more than 3 years after the expenditure is paid. This certification is intended to be a declaration of the hospital?s of?cial intent to reimburse such expenditures, for purposes of Treasury Regulations Section 1.150-2. Date: By: Craig Richmond, Senior Vice President and Chief Financial Of?cer The MetroHealth System Exhibit Project Description Costs Project Name: Cost Center#: Project Requester: Date of Request: Funding Source: Location: Estimated Project Start Date: Estimated Construction Time: Proiect Estimated Cost Information: Construction Cost (Including Fees/General Conditions and Contingencies): 3 Soft Cost (Design Fees, Plan Review Fee, and Project Related Expenses) Furniture, Fixtures and Equipment: Land Acquisition Cost: Escalation: (In?ation): Capitalized Interest (Interim Financing): Total Estimated Project Cost: Project Description: Chief Financial Of?cer Date: Approval: Final Proiect Summarv: Date Placed in Service: Date of Last Payment: Final Project Cost: