Backup Documents 12/14/2010 Item #16K 7„ -7
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP16K
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Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exception of the Chairman's signature, draw a line through routing lines #I through #4, complete the checklist, and forward to Sue Filson (line #5).
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Office
Initials
Date
1.
Initial
Applicable)
2.
December 14, 2010
Agenda Item Number
16K7
3.
Chairman, with the exception of most letters, must be reviewed and signed by the Office of the
4 Scott R. Teach, Deputy County Attorney
County Attorney Office
Number of Original
12/14/10
5 Ian Mitchell, BCC Supervisor
Board of County Commissioners
Documents Attached
6. Minutes and Records
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need t6 contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.)
Name of Primary Staff
Scott R. Teach
Phone Number
(239) 252 -8400
Contact
Initial
Applicable)
Agenda Date Item was
December 14, 2010
Agenda Item Number
16K7
Approved by the BCC
Chairman, with the exception of most letters, must be reviewed and signed by the Office of the
Type of Document
Resolution e2O `O Z 3 S�
Number of Original
1
Attached
County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully
Documents Attached
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SRT
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I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
«matter number» /«document number»
16K ?
MEMORANDUM
Date: December 16, 2010
To: Scott Teach, Deputy County Attorney
County Attorney's Office
From: Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re: Resolution 2010 -235: Issuance and Sale of Revenue Bonds
Attached for your records is a copy as referenced above, (Item #16K7) approved by
the Board of County Commissioners December 14, 2010.
If you have any questions, please contact the Minutes and Record's Department at
252 -8411.
Thank you.
Attachment
1687
MEMORANDUM
Date: December 16, 2010
To: Don Pickworth, Attorney
From: Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re: Bond Resolutions: 2010 -234, 2010 -235 and 2010 -236
Enclosed please find one (1) Certified Resolution of each as
referenced above, Agenda Item #16K6, #16K7 and #16K8, adopted
by the Board of County Commissioners on Tuesday, December 14,
2010.
If you should have any questions, please contact me at 252 -8411.
Thank you.
Enclosure
RESOLUTION NO. 2010- 2 3 5 16K7
A RESOLUTION OF THE 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(fl 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 by the Board of County Commissioners (the
"Board ") on February 27, 1979 pursuant to Part III of Chapter 159, Florida Statutes, as amended,
with the power to issue revenue bonds for the purposes of financing a "project" as defined 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 Health Care Facilities Revenue Bonds (NCH Healthcare
System Project), (the "Bonds ") for the purpose of making a loan to the Corporation to finance or
reimburse the Corporation for the costs of the Project including the refunding of the Refunded
Bonds (as such terms are described in the Authority Resolution described below), fund any
necessary reserves, and to pay certain 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 facility financed with the proceeds of tax- exempt bonds is
located is to approve the issuance of such bonds after a public hearing; and
WHEREAS, the Board of County Commissioners of Collier County, Florida (the
"Board ") is the elected legislative body of the County; and
WHEREAS, the Authority caused a notice of a public hearing to consider approval of
the Bonds and the location and nature of the Project to be published on or before November 1,
2010 in the Naples Daily News, a newspaper of general circulation in Collier County, and a copy
of said notice is attached to the Authority Resolution described herein (the "Notice "); 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 recommended to the Board that
it approve the issuance of the Bonds in accordance with Section 147(f) of the Code; and
WHEREAS, for the reasons set forth above, it appears to the Board that the approval of
the issuance and sale of such Bonds as required by Section 147(f) 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 of the Code,
16K7
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, mature in such amount 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 officer 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 located 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 shall 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 County Land Development Code or City of Naples
Growth Management Plan or Land Development Code as applicable.
Section 2. Severability. If any section, paragraph, clause or provision of this Resolution
shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall
continue in full force and effect, it being expressly hereby found 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 Date. 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.
ATTE$T -,: r T,
4
D,it E: ,1c; Clerk
J
..:Ia
r �t L�gut r Cite t norm s
COLLIER COUNTY, FLORIDA BY
ITS BOARD OF COUNTY
COMMISSIONERS
(A) .
Fred W. Coyle, Chairman
ApprovAd as to fo d leg sufficiency:
5�
Jeffrey A. K a ow, County Atto
ftem # 1(Q C.1-
Dad 12- LI (o
Date
Recd
ft irk
16K7
RESOLUTION NO. 2010 - _03
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AU'T'HORITY
REGARDING THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS HEALTHCARE
FACILITIES REVENUE BONDS (NCH HEALTHCARE
SYSTEM PROJECT) IN ONE OR MORE SERIES
AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING
$150,000,000 FOR THE PRINCIPAL PURPOSES OF (i)
FINANCING CERTAIN COSTS INCURRED OR TO BE
INCURRED BY NAPLES COMMUNITY HOSPITAL, INC.
OR ITS SOLE MEMBER, NCH HEALTHCARE SYSTEM,
INC. (COLLECTIVELY, THE "CORPORATION ") IN
CONNECTION WITH THE ACQUISITION,
CONSTRUCTION, RENOVATION AND EQUIPPING OF
CERTAIN HEALTHCARE FACILITIES AND (ii)
REFUNDING ALL OR A PORTION OF THE OUTSTANDING
CITY OF NAPLES, FLORIDA HOSPITAL REFUNDING
REVENUE BONDS (NAPLES COMMUNITY HOSPITAL,
INC. PROJECT), SERIES 1993 AND CITY OF NAPLES,
FLORIDA IOSPITAL REVENUE BONDS (NAPLES
COMMUNITY HOSPITAL, INC. PROJECT), SERIES 1996;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
PRELIMINARY AGREEMENT BETWEEN THE
AUTHORITY AND THE CORPORATION; AND PROVIDING
FOR RELATED MATTERS.
WHEREAS, Naples Community Hospital, Inc., a Florida not - for - profit corporation,
the sole member of which is NCH Healthcare System, Inc., a Florida not - for - profit
corporation (collectively, the "Corporation ") has applied to the Collier County Industrial
Development Authority (the "Authority") to issue one or more series of its private activity
revenue bonds in 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 certain healthcare facilities (the "Project ") to be owned and operated by the
Corporation, (ii) refunding all or a portion of the outstanding City ofNaples, Florida Hospital
Refunding Revenue Bonds (Naples Community Hospital, Inc. Project), Series 1993 and City
of Naples, Florida Hospital Revenue Bonds (Naples Community Hospital, Inc. Project),
EXHIBIT A TO BCC RESOLUTION
16K7
Series 1996 (collectively, the "Refunded Bonds "), (iii) funding any necessary reserves, and
(iv) paying costs associated 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 renovations and equipment upgrades in the North Naples patient tower located at
11190 I Iealthpark Boulevard, Naples, Florida 34110, the 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 Arts Building, located at
773 4th Ave N., Naples, Florida 34102; and
WHEREAS, the Corporation has requested that the Authority loan the proceeds of
the Bonds to the Corporation pursuant to Chapter 159, Parts II and I11, Florida Statutes, or
such other provision or provisions of Florida law as the Authority may determine advisable
(the "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 of the Project and refund the Refunded Bonds under loan or
other financing agreements, and pursuant to the terms thereof which will provide that
payments thereunder be at least sufficient to pay the principal of 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; and
WHEREAS, in order to satisfy certain of the requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended (the "Code "), the Authority did on the date
hereof hold a public hearing on the proposed issuance 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 general 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 orally and in writing, on the issuance of the Bonds and the
location 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 of the Bonds within the meaning of the applicable United States Treasury
Regulations in addition to any other action that may have heretofore been taken by the
Corporation;
2
16K7
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORTTY, THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Act and other applicable provisions of law.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered
into to pen-nit the Corporation to proceed with the financing of the costs of the Project and
the refunding of the Refunded 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
procecds thereof available for such purposes, all in accordance with and subject to the
provisions of the Act, the Constitution and other laws of the State of Florida and the laws of
the United States of America, including the Code, and this Resolution, but subject in all
respects to the terms of the Preliminary Agreement attached hereto as Exhibit B.
SECTION 3. APPROVAL OF THE FINANCING AND THE
REFUNDING. The financing of the costs of the Project (including, without limitation, the
reimbursement of any costs incurred by the Corporation prior to the issuance of the Bonds to
the extent permitted by the Act and the Code) and the refunding of the Refunded 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 citizens of Collier County, will
promote the general economic structure of Collier County, and will thereby serve the public
purposes of the Act and is hereby preliminarily approved, subject, however, in all respects to
the Corporation meeting the conditions set forth in the Preliminary Agreement to the sole
satisfaction of the Authority.
SECTION 4. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby determines to issue the Bonds, if so
requested by the Corporation and subject in all respects to the conditions set forth in the
Preliminary Agreement, in one or more series in an aggregate principal amount not to exceed
$150,000,000 for the principal purposes of financing the costs of the Project and refunding
the Refunded Bonds as described in the Preliminary Agreement. The rate of interest payable
on the Bonds shall not exceed the maximum rate permitted by law.
SECTION 5. GENERAL AUTHORIZATION. The Chairman and the
Vice - Chairman are hereby further authorized to proceed, upon execution of the Preliminary
Agreement, with the undertakings provided for therein on the part of the Authority and are
further authorized to take such steps and actions as may be required or necessary in order to
cause the Authority to issue the Bonds subject in all respects to the terms and conditions set
forth in the Preliminary Agreement authorized hereby.
3
16K7
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 of the laws of the 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 permits 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. EFFECTIVE DATE. This Resolution shall take effect
immediately.
ADOPTED this 16th day of November, 2010.
COLLIER COUNTY IN STRIAL
r DEV OPM AU RITY
f ^
(SEAL)
ainnan
ATTEST:
Secretary
4
4
Naples Daily News
Naples, FL 34110
16N7
Affidavit of Publication
Naples Daily News
------------------------------------------- - - - - -- +------------------ - - - - --
PICKWORTH, DONALD P.A.
5150 TAMIAMI TRL N #502
NAPLES FL 34103
REFERENCE: 010784
59633034 COLLIER COUNTY INDU:
State of Florida
Counties of Collier and Lee
Before the undersigned authority, person.
appeared Kim Pokarney, who on oath says t
serves as the Accounting Manager, of the
Daily News, a daily newspaper published a5
in Collier County, Florida: distributed in
and Lee counties of Florida; that the attar
copy of advertising was published in said l)
newspaper on dates listed.
Affiant further says that the said Napl
News is a newspaper published at Naples,
Collier County, Florida, and that the sal
newspaper has heretofore been continuous)
day and has been entered as second class
matter at the post office in Naples, in s
Collier County, Florida, for a period of
next preceding the first publication of tY
attached copy of advertisement; and affian
further says that he has neither paid nor
promised any person, firm or corporation
discount, rebate, commission or refund fo
purpose of securing this advertisement fo
publication in the said newspaper,
PUBLISHED ON: 11 /01
Collier County Industrial Development Authority '
Notice of Special Meeting and Public Hearing
(Naples Community Hospital, Inc.)
Notice is 'hereby given that the Collier County Industrial Development Authority
(the 'Authority) will conduct a special meeting and public hearing on November
16, 2D10 at 8:30 a.m.in the Economic Development Council of Collier County Cp�-
ference Room, 3050 North Horseshoe Drive, Suite 120, Napkin, Florida, 34104 for
the purpose of receiving public comments and hear)rq discuaion concerning the
pprroposed Issuance of the Authority's Heahhcare Facilities Revenue Bonds (NCH
Heakhare System Project), Series 1010 (or such other designation as the Corpora-
tion (defined below) and the Authorsty deam appro priate) M an aggregate praxi-
Pa1 amount not to exceed $IS0,000,0g0 (thee "Bonds' for the purpose of making a
own orthe soleo�ber of wMch Iis NCH�H, aMareFSysteamcIrx.(lhe 'Corpfora
ati , far the ouroose of providing funds to (1) finance a portion of the cost of
merit up , rode; In the North Naples patlent tower located at 11190 Healtnparx
Boulevar Naples, Florida 34110 the Naples Heart Institute and other facilities ran•
ovations and equipment upgreties at the Downtown Campus, located at 350 7th
Street N., Naples, Florida 34110 and the aWuhition of the Medal Arts Build) lo-
cated at 773 4th Ave N. Naples, Florida 34102 (coilectivaly the 'Projects'), (2) re-
fund all or a portion of the outstanding (a) City of Napfim Florida Hospital Re-
funding Revenue Bonds (Naples Community Hospital, Inc. Project), Series 1993 and
(b)Gty of Naples, Florida HosptUl Revenue Bonds (Naples Community Hospital, Inc.
Pro)ec0. Series 1996, (3) fund a debt service reserve fund, If necessary, and (4) Pay
certain expenses recurred in connection with the Issuance of this Bonds. The hq-
uct will be ownad and operated by the Corporation and/or its sole member.
The Bonds will be payable solely from the revenues derived by the Authority from
a ban agreement or other financing documents between the Authority and the
Corporation. Neither the Bonds nor the interest thereon shall be an Indebtedness
of• or s pledge cf• the taxing power or any other revenues of Collier County, the
State of Florida; or arty ppooIRIcA wbdNisIon or ogaenxcy7, thereof.
Copies of the apPEcatton for financing are avm'labla for inspection and copying at
the office of the Autwrity set forth bebw• All iMerertad persons are Irwlltteedd to
submit written comments or attend the heating, either personalty or through their
repreuntative, and will be given an opportunity to expreu their dews concerning
the protect or the financing. Anyone des ring to melee written comments In ad-
vance oofi the hearing may send such comments to:
Collier County Industrai Devalorri: Authority
Oo Economk Development Coun l
3050 North Horseshoe Drive, Suite 120
Napler� Florida 34104
SHOULD ANY PERSON DECIDE TO APPEAL ANY DECISION MADE BY THE AVTHOR1-
TY WITH RESPECT TO ANY MATTER CONSIDERED AT SUCH HEARING, SUCH PERSON
WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR THAT PURPOSE, SUCH PER-
SON MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS
MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH
THE APPEAL IS TO BE BASED.
In accordance with the Americans with Disabilities Act, persons needing a special
accommodation to participate In this hearing should contact Donald A. PI* rth,
General Counsel, at (239) 2634060 no later than seven (7) days prior to the hear -
inpp
Th6 notice Is given pursuant to Section 147(f) of the Internal Revenue Code, as
amended.
COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
klDonold A. Pickworth
Assistant Secretary and General Counsel
November 1, 2010 No. 1874512
AD SPACE: 92 LINE
FILED ON: 11 /01 /10
-------------------------- ----------------- +------------------ - - - - --
Signature of Affiant
Sworn to and Subscribed before me this LA,.�K day of 2010
s t .4 n s T
Personally known by me
.``n�'a1- �4A "'. KAROL E K,kNGAS
G J<r Notary Public - SUte of Florida
s My Comm. Expires Jul 24, 2013
;t0 -;'' 0 Commissicn # DO 912237
EXHIBIT A TO
AUTHORITY RESOLUTION
161( 7
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 -for - profit
corporation (collectively, the "Corporation ").
WITNESSETH:
1. Preliminary Statement. Among the matters of mutual understanding and
inducement which have resulted in the execution of this Agreement are the following:
(a) The Act provides that the Authority may issue revenue bonds and loan the
proceeds thereof to one or more persons, firms or private corporations, or use such proceeds,
to defray the cost of acquiring, by purchase or construction, certain qualifying healthcare
facilities.
(b) The Corporation is considering financing the costs of the construction,
renovation and equipping of health care facilities more particularly described in the
application for financing submitted to the Authority and described as the "Project" in the
Resolution of the Authority adopted of even date herewith.
(c) The Corporation is also considering refunding all or a portion of the
outstanding City of Naples, Florida Hospital Refunding Revenue Bonds (Naples Community
Hospital, Inc. Project), 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 issue one or more series of its
private activity revenue bonds in the aggregate principal amount of not to exceed
$150,000,000 (the 'Bonds ") for the principal purpose of financing (or reimbursing the
Corporation for) the costs of acquisition of the Project, refunding the Refunded Bonds,
funding any necessary reserves 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 forth, consistent with the objectives of the Act. This Agreement constitutes
official action of the Authority toward the issuance of the Bonds in accordance with the
purposes of the Act, the Internal Revenue Code of 1986, as amended (the "Code ") and the
applicable United States Treasury Regulations.
EXHIBIT B TO
AUTHORITY RESOLUTION
1687
2. Undertakings on the _Part of the Authority. Subject to the terms hereof, the
Authority agrees as follows:
(a) Subject to the Corporation providing the Authority with sufficient evidence to
enable the Authority to make the findings set forth in Section 159.29 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 necessary and sufficient 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 exceed the lesser of (i) the
amount determined 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 Nabors, Giblin & Nickerson, P.A.,
Bond Counsel with respect to the issuance and sale of the Bonds and will take such further
action and authorize the execution of such 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 to finance the cost of constructing, acquiring and equipping the
Project, to refund the Refunded Bonds, fund any necessary reserves and to pay costs related
to the issuance of the Bonds.
(c) Such actions and documents may permit the issuance from time to time in the
future of additional bonds on terms which shall be set forth therein, whether pari passu with
other series of bonds or otherwise, for the purpose of (1) defraying the cost of completion,
enlargements, improvements and expansions of the Project, or any segment thereof, or (2)
refunding all or a portion of the Bonds.
(d) The loan agreements, trust indentures and other financing documents
(collectively, the "Financing Agreements ") between the Authority and the Corporation shall,
under terms agreed upon by the parties, provide for payments to be made by the Corporation
in such sums as shall be necessary to pay the amounts required under the Act, including the
principal of and interest and redemption premium, if any, on the Bonds, as and when the
same shall become due and payable.
(e) In authorizing any issuance of the Bonds pursuant to this Agreement, the
Authority will make no warranty, either expressed or implied, that the proceeds of the Bonds
will be sufficient to pay all costs of acquiring, constructing and expanding the Project or
refunding the Refunded Bonds or that those facilities encompassed by the Project will be
suitable for the purposes or needs of the Corporation.
2
16K7
(f) The Bonds shall specifically provide that they are payable solely from the
revenues derived from the Financing Agreements or other agreements approved by the
Authority. The Bonds and the interest thereon shall not constitute an indebtedness or pledge
of the general credit of Collier County, the State of Florida or any political subdivision or
agency thereof, and such fact shall be plainly 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
finance 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(f) of the Code.
3. Undertakings on the Part of the Corporation . Subject to the terms hereof, the
Corporation agrees as follows:
(a) The Corporation will use reasonable efforts to insure that the Bonds in the
aggregate principal amount as stated above are sold; provided such 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 more 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 terms of
which shall be mutually agreeable to the Authority and the Corporation, providing for the
loan or use of the proceeds of the Bonds to finance (or reimburse the Corporation for) the
costs of the Project and to refund the Refunded Bonds. Such Financing Agreements will
provide that the Corporation will be obligated to pay the Authority (or the trustee for holders
of the Bonds on behalf of the Authority, as the case may be) sums sufficient in the aggregate
to enable the Authority to pay the principal of and interest and redemption premium, if any,
on the Bonds, as and when the same shall become due and payable, and all other expenses
related to the issuance and delivery of the Bonds.
(c) The Corporation shall, in addition to paying the amounts set forth in the
Financing Agreements, pay all applicable costs of operation, maintenance, taxes,
governmental and other charges which may be assessed or levied against or with respect to
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
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officials and representatives of the Authority incurred in connection with the issuance of the
Bonds and (iii) all fees and expenses of Donald A. Pickworth, P.A., Counsel to the Authority,
and of Nabors, Giblin & Nickerson, P.A., Bond Counsel, in each case whether or not the
Bonds are issued.
(e) The Corporation will hold the Authority and Collier County free and harmless
from any loss or damage and from any taxes or other charges levied or assessed by reason of
any mortgaging or other disposition of the Project.
(f) The Corporation agrees to indemnify and defend the Authority and Collier
County and hold the Authority and Collier County and any officer or employee thereof
harmless against any and all claims, losses, liabilities or damages to property or any injury or
death 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 and the Corporation's
undertaking thereof, or in any way growing out of or resulting from this Agreement
including, without limitation, all costs and expenses of the Authority and reasonable
attorneys' fees incurred in the enforcement of any agreement of the Corporation contained
herein, but excluding any claims, losses, liabilities or damages resulting from the Authority's
or Collier County's willful misconduct. In the event that the Bonds are not issued and
delivered, this indemnity shall survive the termination of this Agreement.
(g) The Corporation will take such further action as may be required to implement
its aforesaid undertakings and as it may deem appropriate in pursuance thereof.
4. General Provisions. All commitments of the Authority under Section 2 hereof
and of the Corporation under Section 3 hereof are subject to the conditions that all of the
following events shall have occurred not later than November 15, 2011 or such other date as
shall be mutually satisfactory to the Authority and the Corporation.
(a) The Authority shall be lawfully entitled to issue the Bonds as herein
contemplated.
(b) The Authority and the Corporation shall have agreed on mutually acceptable
terms for the Bonds and the sale and delivery thereof and mutually acceptable terms and
conditions of any trust instruments or instruments in respect thereto and any Financing
Agreements or other agreements incidental to the financing or referred to in Sections 2 and 3
hereof.
(c) Rulings satisfactory to the Corporation and the Authority as to such matters
with respect to the Bonds, the Project, the refunding of the Refunded Bonds, the Financing
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Agreements and any other trust instrument or instruments, if specified by the Authority and
the Corporation, shall have been obtained from the Internal 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, the Financing Agreements and any other trust instrument or instruments, as
shall be specified by the Corporation or the Authority, shall have been obtained from such
governmental, as well as non - governmental, agencies and entities as may have or assert
competent jurisdiction over or interest in matters pertinent thereto and shall be in full force
and effect at the time of issuance of the Bonds.
(e) Compliance with all applicable provisions of Chapters 159, 189, 215 and 218,
Florida Statutes, and the Authority's guidelines and procedures relating to the issuance of the
Bonds, the interest rates thereon, the type of purchasers of the Bonds and the terms on which
the Bonds may otherwise be issued.
(f) Notwithstanding any other terms hereof, nothing contained herein shall be
construed to create a binding commitment by the Authority to issue the Bonds until such
time, if ever, as the Authority shall grant its final approval for the issuance of the Bonds and
the final terms and provisions of the Financing Agreements. By execution hereof, the
Corporation agrees that the Authority may withhold its final approval of the issuance of the
Bonds in its sole discretion and shall not incur any liability whatsoever as a result 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 other applicable governmental authorities.
If the events set forth in this Section 4 do not take place within the time set forth or
any extension thereof, the Corporation agrees that it will reimburse the Authority for all the
reasonable and necessary direct or indirect expenses which the Authority has incurred or may
incur at the Corporation's request arising from the execution of this Agreement and the
performance by the Authority of its obligations hereunder, including reasonable legal fees
and expenses for Counsel to the Authority and Bond Counsel.
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5. Bindin Effect. ffeet. 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.
COLLIE COUNTY IND
DEVELO ENT AUTH(
NAPLES COMMUNITY HOSPITAL, INC.
NCH HEALTHCARE SYSTEM, INC.
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By: J\L'�
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