Agenda 12/14/2010 Item #16K 7
Agenda Item No. 16K7
December 14, 2010
Page 1 of 17
EXECUTIVE SUMMARY
Request by the Collicr County Industrial Devclopmcnt Authority for approval of a
resolution authorizing the Anthority to issue I'evcnuc bonds for healthcare facilitics
at Naples Commnnity Hospital.
OBJECTIVE: To accomplish the nceessary approvals to authorize a proposed revenue bond
issue by the Collier County Industrial Development Authority (the "Authority") to be used by
Naples Community Hospital, Inc., ("NCH") to ( I) finance a pOliion of the cost of constructing
and equipping health care Lleilities, ineluding patient rooms on thc 5th and 6th floor and other
facilities, renovations, and equipmcnt upgrades in the North Naplcs patient tower located at
11190 HeaIthpark Boulevard, thc Naples Heart Institute and other facilities, renovations, and
equipment upgrades at the Downtown Campus, located at 350 7th Street N., Naples, Florida
34110 and the acquisition of the Medical Alis Building, located at 773 4th Ave N., Naples,
Florida 341] 0, and (2) to refund all or a portion of the outstanding (a) City of Naples, Florida
Hospital Refunding Rcvenue Bonds (Naples Community Hospital, Inc. Project), Serics 1993 and
(b) City of Naples, Florida Hospital Revenue Bonds (Naples Community Hospital, Inc. Project),
Series 1996 (collectively, the "Project").
-
CONSIDERATIONS: Naples Community Hospital was IllUnded in 1953 as Naples Memorial
Hospital, and opened as a 50-bed filcility in 1956. Today, NCH Healthcarc System operates two
hospitals with 681 beds, several specialized trcatment centers such as the Schick Heart Ccnter,
and the Briggs Health Pavilion, and innovativc centers such as the Brookdalc Center for Healthy
Aging on the NOlih Naples Campus. NCH cmploys over 3,()()() full-time equivalent employees,
is the largest private employer in the area, and has an annual payroll with benefits of
approximately $200 million.
_.
As described above, the Project consists of two parts. a "new money" piece of up to $90 million
to fund the construction of the facilities amI acquisition of equipment as described above, and a
refunding piece to providc approximately S60 million to refund two series of bonds issued by the
City of Naples in 1l)()3 and 1996, which is being done to realizc interest rate savings. The
financing will be done in two or more series of bonds, with issuance timed to take advantage of
favorable market conditions. The lirst scries will be the issumlCe of not exceeding $30 million
bonds to be issued as "bank qualilied tax-exempt obligations" ("BQ Debt"). In this type of
strueture, typically one bond is issued as a private placement and held by a bank in its own
portfolio. There are a number or tax advantages f()r a bank to purchase obligations of this type.
Traditionally, BQ debt has been restricted by the Internal Revenue Code to a limit of $1 () million
per year per issuer, and, flll' purposes or this limitation, the issuer, in the case of the various
Collier County conduit linaneing authorities such as Industrial Development, Health Facilities,
and Housing Finance, is deemed to he Collier County, not each of the Authorities. Thus. if any
one of these Authorities issued S I 0 million in BQ debt in any givcn year, no other SQ debt could
be issued by that Authority, or any (1 f the other Authorities in that year. Under the AARA (the
Stimulus bill), each 5() I (c) (3) organization is deemed a separate issuer, thus Moorings Park and
Naples Community Hospital can both issue BQ debt, and the limit (()r each organization has been
(::Ad1ihfxrrt~s'lnpul'Agemln.IICC^GI [\1)'\ ,1,.'\.<1",-
Agenda Item NO.1 6K7
December 14, 20'10
Page 2 ot 17
increased to $30 million. However, these provisions sunset, and the bond issue must close, on
12/31/10. [Note: The BQ debt provisions described above are another part of the AARA
program separate and apart ii'om the provisions j(lr Recovery Zone Bonds that have been the
subject of considerable discussion and efforts over the past year. The BQ provisions were
intended to stimulate banking activity in the tax-cxempt market, which has been severely
impacted in the past several years.]
The Authority met on November 16, 20 I 0, and heard presentations fi'Oln NCH officials. The
meeting was noticed by publication in the Naples Daily News in accordance with the regulations
for such notice contained in the Internal Revenue Code, inviting attendance, participation, and
commcnts li'om members of the public. No mcmbcrs of the public attended the meeting or
submitted commcnts. At the conclusion of thc public hcaring the Authority detennined to
procecd with the financing and adopted a resolution evidencing such approval (the "Authority
Resolution"). The notice published in the Naples Daily News is attached as Exhibit A to the
Authority Resolution.
Federal tax law requires two approvals for the issuance of the bonds. First, the Authority must
hold a public hearing, and must adopt a resolution in favor of issuing the bonds, as described
above. Following this approval, the governing body of the issuer's jurisdiction must also
approve the bond issue. Here, the issuer (the Authority) has county-wide jurisdiction, and
thercfore, the Board of County Commissioners, as the governing body of the entire county, must
approve the issuancc ofthe bonds. Since a portion ofthe Project (the facilities at the downtown
campus) is located in the City, the City eonllnues to cxcrcise Its normal regulatory jurisdictIOn.
Board approval docs not have to be a specially advertised hearing, but must be done at a
rcgularly noticed and held meeting. A Resolution for the Board to adopt is attached, and the
Authority Resolution is attached to the proposed County Resolution as an exhibit.
As arc all revenue bonds of this type, these bonds are based on revenues of the project and are
not obligations of the County. There is no pledge of any taxes, nor a pledge of any revcnues
except the revenues of NCH. Neither the County, the Board, the Authority, nor any onicer of
the County is liable j(lr their payment. Further, the Resolution expressly provides that this
approval by the Board docs not abrogate any Counly or City regulations. including land use
regulations,
FISCAL IMPACT: This program docs not require any contribution Ii'om the Board of County
Commissioners or any other County agency. On the other hand. the construction of these
1~leilities has a positive fiscal impact on the community by creating additional employmcnt and
local expenditures. NCH has a signilicant impact on the local economy. with an annual budget
expense of approximatcly $500 million.
LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County
Attorney's Onice and is legally suClicient Ill!' Board action-,SRT.
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Agellda Item No 16K7
December 14, 2010
Page 3 of17
GROWTH MANAGEMENT IMPACT: The adoption of the attached resolution will have no
adverse growth management consequences. The facilities are being constructed in accordance
with all County or City growth managcmcnt regulations as applicable, and are subject to the
LDC, the Growth Managcment Plan, concurrency requircments, and the payment of impact fees.
All facilities are authorizcd by existing zoning.
RECOIVIIVIENDATION:The Board of County Commissioners adopt the attached Resolution.
Prcparcd by: Donald A. Pickworth, Counsel
Collicr County Industrial Dcvelopmcnt Authority
Agenda Item No. 16K7
December 14. 2010
Page 4 ot 17
COLLIER COUNTY
[JOARD OF COUNTY COMMISSIONErlS
Item Number:
Item Summary:
IGK7
Request by the Collier County Industria! Development Authority for approval of a resolution
authorizing the Authmity to issue revenue bonds for healthcare facilities at Naples
Community Hospital
Meeting Date:
12/14/2010 91J000 MA
"''Cpa red By
Jeff 1<Iatzkow
County Attunwy
Dale
12/3/20109:04:38 AM
Approved By
Scott R. Teach
Deputy Counly Allonlc'y
Date
County (,Horney
County AHerne)'
1213120109:07 AM
Approved By
Jeff 1~lat7:I;ow
l:>..'llnt.y AHr~rney
Date
12/3/201010:11 AM
Approved By
OMD Coordin8tot'
Dale
COtllltl' hiLl:l;]f]('~!' -; '.)1;,r:
'Fii,':e of 1,',;'g;;Jcr'fPent r;. >:.t'd:lct
12!3f2010 12:58 PM
Approved By
Ptll)(ly GV1}>0nwDld
\~"1I1;1~1'::rnClIUBlJdq0r /:>'nalyst
Date
C:[ic(~ oj i/';)/F'n"Hh:ll: ,':
BtI'l~H'j
();iiu~ ",f r.1:1p;Jt\"I1I,,!11 ;i, n'ld(!Cl
12/3/20102:30 PM
Approved By
Lu) [ ('J::!)'; .h
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12i5f20-10 [1:52 I'M
Agenda Item No. 16K7
December 14, 2010
Pane 5 of 17
RESOLUTION NO. 2010-_
A RESOLUTION OF TIlE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND
SALE OF REVENUE BONDS BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED BY
SECTION 147(f) OF THE INTERNAL REVENUE CODE, AS AMENDED;
PROVIDING FOR OTHER RELATED MATTERS, AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Collier County Industrial Development Authority (the "Authority") is a
body corporate and politic of Collier County, Florida ("Collier County") created by Collier
County Resolution No, 79-34 duly adopted hy the Board of County Commissioners (the
"Board") on February 27, 1979 pursuant to Part III of Chapter 159, Florida Statutes, as amended,
with the powcr to issue revenue bonds (or the purposes of financing a "project" as defincd in Part
II of Chapter 159, Florida Statutes, as amended; and
WHEREAS. Naples Community Hospital, Inc., and its sole member NCH Healthcare
System, Inc.. each a Florida not-for-profit corporation (collectively, the "Corporation"), has
requested the Authority to issue its Heallh Care Facilities Revenue Bonds (NCH Healthcare
System Project), (the "Bonds") j()r thc purpose of making a loan to the Corporation to finance or
reimburse thc Corporation li)f the costs of thc Project including the rcfunding of the Refunded
Bonds (as such tcnns are described in the Authority Resolution deseribed below), fund any
necessary rescrves. and to pay ceJ1ain expenses incurred in connection with the issuance of the
Bonds; and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that the elected legislative body of the governmental unit which has
jurisdiction over the area in which the t'JCilily financed with the proceeds oftax-exernpt bonds is
located is to approve the issuance or such bonds alter a public hearing; and
WHEREAS, the Board of County Commissioners of Collier County, Florida (the
"Board") is the elected lcgislativc body or the Counly; and
WHEREAS, the Authority caused a notice of a public hearing to consider approval of
the Bonds and the location and nature or th~ Project to be published on or before November I,
2010 in the Naples Daily News, a newspaper of general circulation in Collier COUllty, and a copy
of said notice is attached to the Authority Resolution described herein (the "Notiee"); and
WHEREAS, the Authority held a public hearing on November 16,2010, pursuant to the
Notice and adopted a resolution (the "Authority Resolution") authorizing the issuance of the
Bonds, a copy of which is attached hereto as Exhibit A. and has reeol1unended to the Board that
it approve the issuance of the Bonds in aceordance with Section 147(0 of the Code; and
WH~:REAS, for the reasons set forth above, it appears to the Board that the approval of
the issuanee ,md sale of such Bonds as required by Section 147(t) of the Code is in the best
interests of Collier County, and the Board desires to evidence approval of the issuance of the
Bonds to satisfy the requirements afthe Code,
Agenda Iter" No. 16K7
December 14. 2010
Page 6 of 17
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that:
Section 1. Approval of Issuance of the Bonds. This Board hereby approves the issuance
of the Bonds by the Authority for the purposes described in the Notice pursuant to Section 147(f) of
the Code. The Bonds shall be issued in such series, in such aggregate principal amount (not to
exceed $150 million), bear interest at such rate or rates, maturc in such ~mount or amounts and be
subject to redemption as are approved by the Authority without the further approval of this Board.
The Bonds shall not constitute a debt, liability or obligation of Collier County, the Board,
any officer, agent or employee of Collier County, the State of Florida or any political subdivision
thereof, but shall be payable solely from the revenues provided therefor, and neither the faith and
credit nor any taxing power of Collier County or the State of Florida or any political subdivision
thereof is pledged to the payment of the principal of, premium, if any, and interest on the Bonds.
No member of the Board or any otlicer or employee thereof shall be liable personally on the Bonds
by reason of their issuance.
This approval shall in no way be deemed to abrogate any regulations of Collier County for
any portions of the Project locatcd within the regulatory jurisdiction of Collier County, nor shall it
abrogate any regulations of the City of Naples for any portions of the Project located within the
regulatory jurisdiction of the City of Naples. The Project shaJl be subject to all such regulations,
including, but not limited to, the Collier County Growth Management Plan and all concurrency
requirements contained therein and the Collier COWlty Land Development Code or City of Naples
Growth Management Plan or Land Development Code as applicable.
Section 2. Severabili~y. If any section, paragraph. clause or provision of this Resolution
shall be held to be invalid or incffective for any reason. the remainder of this Resolution shall
continue in full force and etTect, it being expressly hereby fowld and declared that the remainder of
this Resolution would have been adopted despite the invalidity or ineffectiveness of such section,
paragraph, clause or provision.
Section 3. Effective Dale. This Resolution shall take effect immediately upon its
adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are
hereby superseded,
PASSED and Adopted this 14th day of December, 2010.
ATTEST:
D\vight E. Brock, Clerk
COLLIER COUNTY, FLORIDA BY
ITS BOARD OF COUNTY
COMMISSIONERS
By:
Deputy Clerk
Fred W. Coyle. Chaimmll
Approved as to form and legal sutlicieney: "_
- (ii)
Jeffrey A. Klatzkow, County Attorney
Agenda Item 1"0. 16K7
December 14, 2010
Page 7 of 17
RESOLUTION NO. 2010-.03
AN INDUCElvlENT RESOLUTION OF THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORlTY
REGARDING TilE OFFICIAL ACTION or THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY or ITS HEALTHCARE
FACILITIES REVE~UE BONDS (NCH llEALTHCARE
SYSTEM PROJECT) IN ONE OR MORE SERIES
AGGREGA TE PRINCIPAL AMOUNT OF NOT EXCEEDING
$150,000,000 FOR THE PRINCIPAL PUZPOSES OF (i)
FINANCING CERTAIN COSTS INCURRED OR TO BE
INCURI<J.;D BY NAJ'LES COMMUNITY HOSPITAL, INC.
OR ITS SOLE MEMBER, NCH HEALTI-ICARE SYSTEM,
INC. (COLLECTIVELY, THE "CORPORATION") TN
CONNECTION WITH Tl-lF ACQUISITION,
CONSTRUCTION, RENOVATION AND EQUIPPING or
CFRTAJN HEALTHCARE FACILITIES AND (ii)
REFUNDINC; AI.L OR A PORTION OF THE OU rSTANDING
CITY OF NAPLES, FLORlDA HOSPITAL REFUNDING
REVENUE BONDS (NAPU:,S I,.:OMMUNITY HOSPITAL,
INC. PIW.lECT), SERIES 1993 AND CITY OF NAJ'LES,
FLORIDA IIOSPITAL REVENUE BONDS (NAPLES
COMMUNITY HOSPITAL, INc. PRUJECT), SERIES 1996;
AUTHORJ7lNG TilE EXECUTION i\ND DELIVERY OF A
PRELIMINARY AGKEEMENT BETWEEN THE
A UTHOIUTY AND THE CORPORATION; AND PROVIDING
lOR RF:LATED MATTERS.
WHEREAS, Naples Community Hospital, Inc., a Florida not-far-profit corporation,
the sole member of which is NCIl Ilealthe"re System, Inc., a Florida not-for-profit
corpuration (collectively, the "Corporation") has applied to tbe Collier County Industrial
Developmellt Authority (the !IAuihurity") lu issue one or inure series of its private activity
n,venue bonds ill the aggregate principal amount of not to exceed $150,000,000 (the
"Bonds") for the purposes of (i) financing certain costs of construction, renovation and
equipping of cct1.ain bealtbcar" hcil!tics (the "Project") to be owned and operated by the
Corporation, (ii) rdtll1ding all or a portion of the outstanding City ofJ\'aples, Florida Hospital
Refunding Revenue Bonds (Naples Community Huspital, lue. Project), Series 1993 and City
or Naples, Florida Hospital Revenue Bonds (Nil]llcs Conununify Hospjtal, Inc. Project),
EXHIBIT A TO BCC RESOLUTION
Agenda Item No. 16K7
December 14. 2010
Page 8 of 17
Series 1996 (collectively, the "Refunded Bonds"), (iii) funding any necessary reserves, and
(iv) paying costs associatcd with the issuance of the Bonds; and
WHEREAS, the "Project," as described in the application submitted by the
Corporation to the Authority consists of constructing, renovating and equipping healthcare
facilities, including, without limitation, patient rooms on the 5th and 6th floor and other
facilities rcnovations and equipment upgrades in the North Naples patient tower located at
11190 Ileallhpark Boulevard, Naples, Florida 34110, the Naples Heart Jnstitute and othcr
facilities renovations and equipment upgrades at the Downtown Campus, located at 350 7th
Strcet N., Naples, Florida 34110 and the acquisition of the Medical Arts Building, located at
773 4th Avc N., Naples, Florida 34102; and
WHEREAS, the Corporation has requested that the Authority loan the proceeds of
thc Bonds to the Corporation pursuant to Chapler 159, Parts II and III, Florida Statutes, or
such other provision or provisions ol' Florida law as the Authority may determine advisable
(thc "Act") in order to accomplish the foregoing purposes; and
WHEREAS, the issuance of the Bonds and the loaning of the proceeds thereof to the
Corporation to finance the costs ofthe Project and refund the Refunded Bonds under loan or
other lInancing agreements, and pursuant to fhe terms therenf which will providc that
payments thereunder be at least sufficient to pay the principal ol'and interest and redemption
premium, if any, on such Bonds and such other costs in connection therewith as may be
incurred by the Authority, will assist the Corporation and promote the public purposes
provided in the Act; alll!
WHEREAS, in order to satisfy certain ol'the requiremel1ts of Section 147(1) orthe
Internal Revenue Code of 19R6, as amended (the "Code"), the Authority did on the date
hereof hold a public hearing on the proposed issual1ce of the Bonds for the purposes herein
stated, which date is more than 14 days following the first publication of notice of such
public hearing in a newspaper of gcneral circulation in Collier County and which public
hearing was conducted in a manner that provided a reasonable opportunity for persons with
differing views to be heard, both orotly and in writing, 011 the issuance of the Bonds and the
In cation and nature of the Project, as more particularly described in the notice of public
hearing attached hereto as Exhibit A; and
WHEREAS, it is intended that this Resolution shall constitute official action toward
the issuance ol' the Bonds within the meaning of the applicable United States Treasury
Regulations ill addition to any other action that may have heretofore been taken by the
Corporation;
2
A~i3ndd Item I'Jo. 16K7
December 14, 20'10
Page 9 of 17
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, THAT:
SECTION 1. A UTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuanlto the provisions of the Act and other applicable provisions of law.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is entcred
into to permit the Corporation to proceed with the financing of the costs of the Project and
the rerunding of the !{efunded Bonds and to provide an expression of intention by the
Authority, prior to the issuance of the Bonds, to issue and sell the Bonds and make the
procceds thereof available for such purposes, all in accordance with and subject to the
provisions of the Act, the Constitution and other laws orthe State ofrIorida and the laws of
the United States of America, ineluding the Code, and this Resolution, but subject in all
respects to the terms oflhc Preliminary Agreemcnt attached hereto as Exhibit B.
SECTlO:"l 3. APPROVAL OF TilE FINANCING AND THE
REFUNDING, Thc financing of the costs ofthe Project (including, without limitation, the
reimbursement or any costs incUlTed by thc Corporation prior to the issuance orthe Bonds to
the extent permitted by the Act ilnd the Code) and tlie refunding of the Refuuded Bonds by
the Authority through the issuance of the Bonds, pursuant to the Act, will promote the
economic development, prosperity, health and welfare of the citizcns of Collier County, will
promote the general economic structure of Collier County, and will thercby serve the pnblic
purposes OldIe ;\ct and is hereby preliminarily approved; subject! however, in all respects to
the Corporation meeting the ellndilions set fOl1h in the Prelill1inary Agreement to the sole
satisraetion of the Authority,
SECTION 4. AUTHOHIZATlON OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby detennines to issue the Bonds, if so
requesteo hy tlie Corporation and subject in all respects to the conditions set forth in the
PrelimiClary Agreemcnt, in oue or more series in an aggregate principal amount not to exceed
$] 50,000,000 It)r the principal puqlOses of financing thc costs of the Project and refunding
the Rdil[lded 80nds as described in the Preliminary Agreement. The rate of interest payable
on rlie Bonds shallnllt exceed the maximum rate permitted by law.
SECTION 5. GENERAL AUTHORIZATION. The Chairman and the
Vicc-Chain1\an "re hereby further authorized to proceed, upon execution ofthe Preliminary
Agreement, with the undcl1akings provided for therein on the part of the Authority and are
further authorized to take sudl steps and actions as may be required or necessary in order to
caliSe tlie Authority to isslle the Bonds subject ill all respects to the terms and conditions sct
forth in the Preliminary Agrecment authorized hereby,
3
Agenda Item NO.1 OK?
December 14, 2010
Page 10 of 17
SECTION 6. OFFICIAL ACTION. This resolution is an official action of
the Authority toward the issuance of the Bonds, as contemplated in the Preliminary
Agreement, in accordance with the purposes ofthe laws ofthe State of Florida, the Code and
the applicable United States Treasury Regulations,
SECTION 7. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of
Collier County, the State of Florida or any political subdivision or agency thereof but shall be
payable solely from the revenues pledged therefor pursuant to a loan agreement or other
financing agreement entered into between the Authority and the Corporation prior to or
contemporaneously with the issuance of the Bonds. The Authority has no taxing power.
-SECTION 8. LIMITED APPROVAL. The approval given herein shall not be
construed as an approval or endorsement of approval of any necessary rezoning applications
nor for any other regulatory pennits relating to the Project and the Authority shall not be
construed by reason of its adoption of this resolution to have waived any right of Collier
County or estopping Collier County from asserting any rights or responsibilities it may have
in that regard.
SECTION 9.
immediately,
EFFECTIVE DATE. This Resolution shall take effect
'. ADOPTED this 16th day of November, 2010.
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Naples Daily News
Naples, FL 34110
A\lfmda Item No. 16K7
December 14. 2010
Page 11 of 17
Affidavit of Publication
Naples Daily ~ews
----~------------------------------_.._------------+------------------------
92 LI~I::
11/01/JO
A::l~~:.~~~~~---------+-------.----------------
me thi" ~_ day of
PICKWORTH, DONALD P.A.
5150 TAMIAMI TRL N #502
NAPLES FL 34103
REFERENCE: 010784
59633034
COLLIER COUNTY INDUE
State of Florida
Counties of Collier and Lee
Before the under9igncd authority, persor
appeared Kim pokarney, who orl oath says t
serves as the Accounting Manager, of the
Daily News, a daily newspaper published a~
in Collier' Cm,nty, Florida: dlstrihuted in
and Lee counties of Florida; that Ltl€ attJ
copy of advprtising was published in said II
Dewspaper on dutes llsted.
Affiant further says that the said Napl~
News is a Ilewapaper ~ublish~d at Naples,,~
Collier County, f]orJda, arld elldt Lhe sal~
ne''''';:3papc.r' lids he}:-r::toEor0 been continuou81~
day a~d has been erlLer~d a~ second cl~ss ~
matter at", t.hE~ po~-;t offlce In Naplesl In s,
Collier County, Florida, for a period of
next preceding the first publication of t~
ati.:o.cheJ copy of advertisement; and affian
f\Jrtl1cr says that he has neither paid nOJ-
promised a;~lY pp.rscn, f~rm.or> CUl.po~ation ~
discount, rE~bate. commISSIon or refurld [0
purpose of securirlg this advertIsement fo
publication in the silic1 newspaper.
PUBLISHED ON, 11/01
AD SPACE:
FILED ON,
Signature of
Sworn to
and Subscribed
be fOl-e
K
personally
known by me
EXHIBIT A TO
AUTHORITY RESOLUTION
ClIllle,r ClIuntJ' Indumiall>wtIOf)llllnt AutMtIty
N01.((~:~r:c~=~~~~tlil'.:i.flng
N01i~t il r,~rebj, lllvt" lh.t tht C~lHft (oumy Indudr!.! O..,.lopment Alllhllrity
l!lle -AlJlhOfl3 l will [Mduct . 1pt(.:1.1 ,".I'll"", "'Id pubPc hlt,r1n!! tlf'I NO""l'IIber
i:;.~?~O R~~~ ~Os:~no~h' ~~:= tr::~~~t l~~~n~~~~ (~I~~rdl~~~r&.(t;
tIlIl purpOll of 'e~tlvl"\l P'Jbl'c rornmtMU .nd h...ln'il diKulIlol'I COfl{tllnlng the
plt'lpotfd I"Ullln' of 1h,AulIlDrlty's Hultht"f f;t<;illtlfi RMnu. Bonds INCH
Hulthclre System I'I"oIecti. krles 21110 (0. lueh oil,., dfllgnatlon IIthf Corpo".
Hon Idtflnf'(! bllow) end th, Avtl'lll"ti' d..m lpp'opri.lt./ln In 'arlg.te P{lrKl-
pllemOUl'lt "ot lo,)l'(ud Sl;O,OOO.OIXl (the '8on(lf."J, lor Il'Ifpurpott01 ,""Icing.
lo.n or loans to IOlplfl COfl'lI'llUnlty.Holpitl!J Int..' Florld.corpor.ti<Hl nll tlor
\1<0111, tht 101. ~m~r of wtMIl II NCH Heelt/lurt ~yrttm. 1rIc. (tht .ClllpOf-
.e'(I(1'). 101 tl'l. plSpon 01 p.ov,d'l'Ig funCs 10 (I) Ilflll'\CC iI portion of the,co.t!1f
;~r~ltinb'~ ~~dtll~Jr~';~d r.:::'fi= ~-;Jli~;;:f:nl~11~~:; ;:~~IO~~I~dO~q~~
~;~~~~t~~~I~II~ fl~fd~on~ 1~'g:1 .r.~~~n~.:.o;r~I~~~~~n:t o~~nr~r;:'~~:~K
ov,tillnl .nd fq>liptl\tl't "P9..d81 i' tl'lt DowtltowrI Clmpui. Ioclttd it 1511 7t1l
5trnl N_ N.pltl, Flo"d. ]4"0 .ndlfl. ~ullilion gf 11'1' M~iClI Nu Building! llr
;~~1 ~l ;:'. .~~~l ~I ~~~:~~i~ 1"(~~2 ((CDII:r~~I:,.:.h~I~~J~~~~' II::
funding R.vtn.... ht\Ck (~apl.1 Cgmml,ln~1y Hr;np~.I, In(, ProJectJ, SerilH 1393 .nd
(b\ (IIi' III N."Ift, '.IOI"ld. .HOlPIUII 1l.Iv'!ly.t Bondi [Nil pin COmmunity Hospital, Inc.
Pc,,!~ct) ~,IP:$ 19'16 m fund a debl Iftvltlil rll...... fund, If l"";'swrry. .nd (") p->,
ct'r'Uln 'e~pt'ls.el 1I'(urrtd I~ <onntdion with w. Inuilncl! of tht londs_ Tht PrOj.
~R ~~:s g:~rd~~,~~r~~~~ tt~~O;J:~':;~::,dI:~~.'d'b~hZ~rutllo'ity' "om
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..f, N , rl~9~ r,r, 1M tUlflq ~, ()J' .ny othrr '....nu.. of CQlli.r (oonty, 11'1.
51". of F'""dl. or If't polllltllllubdlvl~lon tIl" '9'"(Y tn.,.eof.
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."bmil wrlt'.n ,om.,,~n:. '" .tte"~ th~ heirlng, .,thel pellcn.Uy or through thell
"flr''-'l'Il1lrv., Inti will be g,ytr< in QPp"J"tunlty tCl e.~,..t1 tl'le" V+~Wl COnlemltlJ
~~~,~:;~~ ~~.;l:g f;~;~T~~~~ IU~h\rg~~~~~t~g~ 10 m. II writun commlnu In . .
Col!le. CO~~tyvl;t~~~~a~~~:=~:~~~~~1i
llIS0North 1l1lrlr'lho.Drll'l. ~uit.120
SHOUlD ANY P~RSON DECIDE TO APPEA( ANI' O~CISION M.AD~'1f~~~~orA.1.M~~
rv WITH RHPfCl 10 ANY MATTER CON~IOfRED AT 5UOt HEMING, SUCH PERSON
'MIL NfEO A RE{O~ll or THE P"OCHO\~G5 AIiO, fOR THAT PURPOSE:.. SUCH '~R.
SON t.l.AY NEW TO ENSI)It.~ TflAT A I/ERBATIM RECO,,"C OF THf PlIOCffOlNG5 I~
MADE, WHICH RECORD INCLUDES THf TESTIMONY AND EVIDENCE UPON WHICH
THE ....f'~EAlIS TO BE MSED.
In accord.n" wit~ I~f ^....,lcans wi\l, OllllbIIW.'I ACl, plr~ons ne.tilng . f91Cial
acmmmocl.l10n tll ,,~rticiD'" 11 thll h...ring 5h(llJlrI {onuct Donald ..... Pldlwo.rth,
(,p",,11 COl)",~I, It (Bg) 26)-80&0 no 1,.1" tllln stv.n m d~f1 pilar to t~e Ilea..
~,1; ",,"(e II glv-rn p,jC"""M to "-eI1"n 147(fllll 1h" Int.r".1 A.Ytnue (oct., U
.",.nl1.<t
COLUEII COUNTY I"'QUHRIAL OfVELOPM~NT ....IJTHORlrY
IWDllNlldA Pi<kWO'l1'l
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NCl.11766U
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NOI<HY Put/II(: , f.l..le (lj Flordil
My ':omm txplrc~ J~.d ~r), 2013
COI1<o1li~')i(;:1 -11 QD 912:37
~
Agenda Item No. 16K7
December 14, 2010
Page 12 of 17
PRELIMINARY AGREEMENT FOR ISSUANCE OF
PRIVATE ACTIVITY REVENUE BONDS
This Agreement between the Collier County Industrial Development Authority, a
public body corporate and politic (the "Authority") and Naples Community Hospital, Inc., the
sole member of which is NCH Healthcare System, Inc., each a Florida not-far-profit
corporation (collectively, the "Corporation").
WIT N E SSE T II:
I. Preliminary Statement. Among the matters of mutual understanding and
inducement which have resulted in the execution of this Agreement are the following:
(a) 11le Act provides that the Authority may issue revenue bonds and loan the
proceeds thereofto onc or more persons, finns or private corporations, or usc such proceeds,
to dcfray thc cost of acquiring, by purchase or construction, certain qualifying healthcare
facilities,
(b) Thc Corporation is considering financing the costs of the construction,
renovation and equipping of health carc facilities more particularly described in the
application for financing submitted to the Authority and described as thc "Projcct" in the
Resolution o1'l1lc Authority adopted of even date herewith.
(e) Thc Corporation is also considcring refunding all or a portion of the
outstanding City of Naples, Florida Hospital R.efunding R.evenue Bonds (Naples Community
Hospital, Inc. Projcct), Series 1993 and City of Naples, Florida Hospital Revenue Bonds
(Naples Community Hospital, Inc. Project), Series 1996, as described as the "Refunded
Bonds" in the Resolution of the Authority adopted of even date herewith,
(d) The Corporation has applied to the Authority to issuc onc or more serics of its
private activity revenue bonds in the aggregate principal amount of not to exceed
$150,000,000 (the "nonds") for the principal purpose of financing (or reimbursing the
Corporation for) the costs of acquisition of thc Project, refunding the Refunded Bond5,
funding any necessary reservcs and paying costs associated with the issuance of the Bonds.
(e) The Authority considers the issuance and sale of the Bonds, for the purposes
hereinabove set forlh, consistent with the objectives ofthc Act. 111is Agreement con5titutes
official action of' the Authority toward the issuance of the Bonds in accordance with the
purposes of the Act, Ihe IntemaJ Revenue Code of f 986, as amcnded (the "Code") and the
applicable United Statcs Treasury Regulations.
EXHIBIT B TO
AUTHORITY RESOLUTION
AgRllrJa Ifem No. '1 GK7
December 14, 2010
Page 13 of 17
2, Uniertakings on the Yart of the Authority. Subject to the terms hereof, the
Authority agrecs as follows:
(a) Subject to the Corporation providing the Authority with sufficient evidence to
enable the Authority to make the lindings set f(nth in Section 1.59.29 of the Act, the
Authority will, subject to Section 4 hereof, authorize the issuance of the Bonds, in one or
more series, in the aggregate principal amount nccessary and sufficicnt to finance (or
reimburse the Corporation for) the cost of the Project and refunding the Refunded Bonds,
but in all events, the principal amount of such Bonds shall not cxceed the lesser of (i) the
amount del ermined by the Authority and the Corporation necessary to accomplish the
foregoing, or (ii) $150.000,000.
(b) The Authority will cooperate with the Corporation and with the underwriters,
placement agents and/or purchasers of the Bonds and Nahors, Giblin & Nickerson, P.A.,
Bond Counsel with respect to the issuance and ,ale of the Bonds and will take such further
action and authorize the execution OfSllCh documents as shall be mutually satisfactory to the
Authority and the Corporation for the authorization. issuance and sale of such Bonds and the
use of the proceeds thereof 10 finance the cost of constructing, acquiring and equipping the
Project, 10 refillH! Ihe Refunded Bonds, fund any necessary reserves and to pay costs related
to the issuanee of the Bonds,
(e) Such actions and documents may penn it the issuance from time to time in the
future of additional bonds on terms which shall bc sel forth therein, whether pari passu with
0111<:1' series of bonds or otherwise, for the purpose of (1) defraying the cost of completion,
enlargements, improvements and expansions of the Project, or any scglllent thereof, or (2)
reiimding all or a pOl1iuIl ufthe Bonds.
(d) Thc loan agreements, trust indentures and other financing documents
(collectively, the "Financing Agrccments") bctween the Authority and the Corporation shall,
undcr terms agreed upon by the parties, provide for payments to be made by the Corporation
ill such sUlns as shall be necessary to pay the amounts required under the Act, including the
principal uf and interest and redcrnptiun premiulll, if any, on the Bonds, as <HId whell the
same shall become due and payable.
(e) In authorizing any issuance of the Bonds pursuant to this Agreement, the
Authurity will make no warranty, either expressed or implied, that the proceeds of the Bonds
will be suftlcicnt to pay all costs of acquiring. constructing and expanding the Project or
refunding the Reruudcd Donds or that those facilities encompassed by the Project will be
SUitable for the purposes or needs ofthe Corporation.
2
Agenda Item No. 161<7
December 14, 2010
Page 14 of 17
(I) The Bonds shall specifically provide that they are payable solely from the
revenues derived from the Financing Agreements or other agrecments approvcd by the
Authority. The Bonds and the interest thereon shall not constitute an indcbtedness or pledge
of the general credit of Collier County, the State of Florida or any political subdivision or
agency thereof, and Stich lact shall be plninly stated on the face of each of the Bonds.
(g) Issuance of the Bonds by the Authority shall be contingent upon (i) satisfaction
of all of the provisions hereof and all provisions of the Code and the regulations promulgated
thereunder, including the ability of and desirability by the Authority to issue obligations to
l1nance the costs of the Project and the refunding of the Refunded Bonds and (ii) the
approval by the Board of County Commissioners of Collier County in accordance with the
provisions of Section 147(1) ofthe Code,
3. Undertakings on the Part onhe Corporation. Subject to the tenns hereof, the
Corporation agrees as follows:
(a) The Corporation will use reasonable efforts to insure that the Bonds in the
aggregate principal amount as statcd above are sold; provided sllch Bonds and of the sale and
delivery thereof shall be mutually satisfactory to the Authority and the Corporation.
(b) Prior to the issuance of the Bonds in the principal amount stated above in one
or morc series from time to time as the Authority and the Corporation shall agree in writing,
the Corporation will enter into the Financing Agreements with the Authority, the tenns of
which shall be mutually agreeable to the Authority and the Corporation, providing for the
loan or use of the proceeds of the Honds to finance (or reimburse the Corporation for) the
costs of the Project nnd to retimd the Refunded Bonds. Such Financing Agrecments will
provide that the Corporation will be obligated (0 pay the Authority (or the trustee for holders
of the Bonds on behalfofthe Authority, as the case may he) sums sultieient in the aggregate
to enable the AutllOrity to pay the principal of and interest and redemption premium, ifany,
on the Bonds, as and when the same shall become due and payable, and all othcr expenses
relatcd to the issuance and delivery of the Bonds.
(c) The Corporation shall, in addition to paying the amounts set forth in the
Financing Agrecments, pay all applicable costs of operation, maintenance, taxes,
govcl1lmental and other charges which may be assessed or levied against or with respect 10
the Project.
(d) To the extent not otherwise paid from Bond proceeds, the Corporation hereby
agrees to pay (i) the Authority Bond Issuance Fee, (ii) all of the out-of-pocket expenses of
3
Agenda ItelTl No 1 GK7
December 14. 20'10
Page 15 uf 17
officials and representatives of the Authority incurred in conncction with the issuance oflhe
Bonds and (iii) all fees and expcnses ufDonald A. Pickworth, PA, Counsel to the Authority,
and of Nabors, Giblin & Nickerson, P.A., Bond Cuunsd, in each case whether or not the
Bonds are issued.
(e l The Corporation will hold the Authority and Collier County free and hannless
from any loss or damage and from any taxes or other charges levieo or assessed by reason of
any mortgaging or othcr disposition of the Project.
(f) The Corporation agrees to indemnify and defend the Authority and Collier
County ano hold the Authority and Collier County and any officer or employee thereof
harmless against any ano all claims, losses, liabilities or damages to property or any injury or
dcath of any person or persons occurring in connection with the financing of the Project, the
refunding of the Refunded Bonds or the issuance of the Bonds ano the Corporation's
undertaking thereof, or in any way grnwing out of or resulting from this Agreement
incluoing, withouf limitatioll, all costs ano expenscs of the Authority and reasonable
attorneys' fees incurred in the enforcement of any agreement of the Corporation contained
hercin. but excluding any claims, losses, liabilities or damages resulling from the Authority's
or Collier County's willful misconduct. In the event that thc Bonds are not issueo and
delivered, this indemnity shall survive the tennination oflhis Agrcement.
(g) The Corporation will take such further action as may be required to implement
its nforesaid undertaki!!gs and i.iS it may deem appropriate in pursuance thereof.
4. Q!l.Qt;I'lll'rovisions, All commitlucnts of the Authority under Section 2 hereof
and of the Corporation under Section 3 hercof arc subject to the conditions thut all of the
following eyeuts shall have occurred not later than November 15, :l.O I] or such other date as
shall be mutually satisfactory to the Aulhurity and the Corporation.
(a) The Authority shall be lawfully entitled to issue the Bonos as herein
contemplated.
(b) Tbe Authority and Ihe Corporation shall have agreed on mutually acceptable
tcrllls l()r the Bonos and the sale and delivery thcreof and mutually acceptable terms ano
conditions of any trust instruments or instruments 1Il respcct thereto and any financing
I\greements or other agreements incidental to the linancing or referred to in Sections 2 and 3
hereof.
(cl Rulings satisfactory to the Corporation and thc Authority as to such matters
with respect to the Bonds, the Project, thc refunding of the Refunded Bonos, the Financing
4
Agenda Item No. 16K7
December 14, 2010
Page 16 of 17
Agreements and any other trust instrument or instruments, ifspccified by the Authority and
the Corporation, shall have been obtained from the lntemal Revenue Service and/or the
United States Treasury Department and shall be in full force and effect at the time of
issuance of the Bonds.
(d) Such other rulings, approvals, consents, certificates of compliance, opinions of
counsel and other instruments and proceedings satisfactory to the Corporation and the
Authority as to such matters with respect to the Bonds, the Project, the refunding of the
Refunded Bonds, tbe Financing Agreements and any othcr tmst instrument or instmmcnts, as
shall be specified by the Corporation or the Authority, shall have been obtained from such
governmental, as well as non-governmental, agencics and entities as may have or assert
competent jurisdiction over or interest in matters pertinent lhereto and shall be in fulllorce
and effect at the tiIlle of issuance of the Bonds.
(e) Compliance with all applicable provisions 01 Chapters 159, 189,215 and 218,
Florida Statutes, and the Authority's guidelines and procedures relating to the issuance ofthe
Bonds, the interest rates thereon, the typc of purchasers of the Bonds and the teons on which
the Bonds Illay otherwise be issued.
(I) Notwithstanding any other temls hereof, nothing contained hercin shall be
construed to create a binding commitment by the Authority to issue the Bonds until such
lime, if ever, as the Authority shall grant its final approval felr the issuance ofthc Bonds and
the tlnal Icons and provisions of the Financing Agrcements. By execution hereof, thc
Corporation agrces that the Authority may withhold its linal approvlll orthe issuance of the
Bonds in its sole discrction and shall not incur any liability whatsoever as a rcsult of it not
granting any such approval notwithstanding any other provision hereof.
(g) Receipt by the Corporation of all licenses and necessary approvals from the
Florida Department of Insurance and any othcr applicable governmental authorities,
If the evcnts set forth in this Section 4 do not take place within the time set forth or
any extension thereof, the Corporation agrecs that it will rcimbarse the Authority lor all the
reasonable and necessary direct or indircct expenses which the Authorit)' has incurred or may
incur at the Corporation's request arising [rom the execution of this Agreemcnt and the
performance by thc Authority of its obligations hereunder, including reasonablc legal fees
and expenses for Counsel to the Authority and Bond Counsel.
5
A()8I1c1a Item ~Jo. 16K7
December 14,20'10
Page 17 of '17
5, Rindjng Effect. All covenants and agreements herein contained by or on behalf
of the Authority and the Corporation shall bind and inure to the benefit of the respective
successors and assigns of the Authority and the Corporation whether so expressed or not.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by
their officers thereunder duly authorized as of the 16th day of November, 2010.
By:
NAPLES COMMUNITY HOSPITAL, INC.
NCH HEALTIICAI{E SYSTEM, INC,
By: ~~_....1~-,,~. c.s:=u
Title:
6