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Resolution 2005-423 ~'6K 3 RESOLUTION 2005-323 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, PURSUANT TO CHAPTER 159, FLORIDA STATUTES, AS AMENDED; AUTHORIZING THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY TO MAKE A LOAN TO NAPLES COMMUNITY HOSPITAL, INC. IN AN AGGRETATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000 FOR THE PURPOSE OF FINANCING THE PURCHASE OF CERTAIN EQUIPMENT; AUTHORIZING THE AUTHORITY TO ENTER INTO A MASTER FINANCING AGREEMENT AND A SCHEDULE OR SCHEDULES THEREOT AMONG THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AS ISSUER, G.E. CAPITAL PUBLIC FINANCE, INC., AS LENDER, AND NAPLES COMMUNITY HOSPITAL, INC., AS OBLIGOR; AND PROVIDING AN EFFECTIVE DATE BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: Section 1. Recitals. It is hereby found, ascertained, determined and declared that: A. The Collier County Industrial Development Authority (the "Issuer") is a public corporation of the State of Florida, was duly created by Resolution R-79-34 of the Board of County Commissioners of Collier County, Florida, and is a body corporate and politic and an industrial development authority duly created and existing as a local governmental body and a public instrumentality for the purpose of financing qualifying projects in Collier County, Florida (the "County"), under and by virtue of Chapter 159, Parts II and III, Florida Statutes, as amended (the "Act"), to provide to the making of, and to issue and sell its obligations for lawful purposes under the Act; B. The Issuer has held a public hearing on December 12, 2005, which public hearing was duly conducted upon reasonable public notice, a copy of said notice being attached to the IDA Resolution as defined herein, and has by its resolution, a copy of which is attached hereto as Exhibit A (the "IDA Resolution"), approved the execution and delivery of a Master financing Agreement and a Schedule or Schedules thereto, dated as of December I, 2005 (collectively, the "Agreement"), by and among the Issuer, G.E. Capital Public Finance, Inc., as Lender, and Naples Community Hospital, Inc. ( "NCH"), as obligor, and the making of a Loan to NCH pursuant to the Agreement to finance and refinance the purchase of certain equipment for its health care facilities (the "Equipment") C. The Issuer has recommended and requested that the Board of County Commissioners approve the Issuer's making of the Loan so that the interest on the Loan will be exempt from federal income taxation under the Internal Revenue Code of 1986, as amended. A copy of the resolution adopted the Issuer on December 12, 2005 (the "IDA Resolution") in connection with such Loan is attached hereto as Exhibit A. , ~_.,._---- -.-...".-- ,,_._.. ~6K3 I D. The purposes of the Act will be effectively served, and it is necessary and desirable and in the best interest of the County that the making of the Loan be approved by the Board of County Commissioners. E. The Loan shall not constitute a debt or a pledge of the faith and credit of the Issuer or the County, or any agency thereof, and neither the Issuer, the County nor any agency thereof shall be liable thereon; nor in any event shall the Loan be payable out of any funds or properties other than as provided in the Agreement. No member of the Board of County Commissioners or any officer thereof shall be liable personally on the Loan. F. The Board of County Commissioners is the elected legislative body of Collier County, Florida for the purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended. Section 2. Approval of Making the Loan. For the purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, the making of the Loan to NCH as contemplated by the IDA Resolution and the Agreement in an amount not to exceed $15,000,000 for the purposes of financing the cost of the Equipment sis hereby approved; however, this approval shall in no way be deemed to abrogate any regulations of the County and the project contemplated by this resolution shall be subject to all such regulations, including, but not limited to, the County's Growth Management Plan and all concurrency requirements contained therein and the Collier County Land Development Code. Section 3. Effective Date. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 13th day of December 2005. (SEAL) ATTEST: COLLIER COUNTY, FLORIDA BY Dwight E. Brock, Clerk ITS BOARD OF COUNTY :.~ COMMISSIONERS 'tItI. or FLOItIDIt. .....~~~~ COUAty 0' COLLIER . .. . I H~R~SY CERTIFY THAT thlll,. true Ind ~orrect copy ot a oocument on HJe In !:loard Minutes and Recoro! of Collier Countr WITI\lESS my Mari() ailct officiat aeal thIs .;.0;;0-- da y Of bWIGHJ E. aRO(,K, CLERK Of' COURTS ~-_. ... D.C. ~ ~16Kj3 , - RESOLUTION 2005-03 RESOLUTION AUTHORIZING THE MAKING OF A LOAN TO NAPLES COMMUNITY HOSPITAL, INC., IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000, FOR THE PURPOSE OF FINANCING THE ACQUISITION OF CERTAIN EQUIPMENT AND AUTHORIZING THE EXECUTION OF A MASTER FINANCING AGREEMENT AND A SCHEDULE OR SCHEDULES THERETO RELATED TO SUCH LOAN AND RELATED DOCUMENTS; PROVIDING AN EFFECTIVE DATE BE IT RESOLVED BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY: Section 1. Findings. It is hereby found, determined and declared that: (a) The Collier County Industrial Development Authority (the "Issuer") is a public corporation of the State of Florida, was duly created by Resolution R-79-34 of the board of County Commissioners of Collier County, Florida, a body corporate and politic duly created and existing as a local governmental body, a public instrumentality and an industrial development authority for the purposes of financing qualified projects in Collier County, Florida (the "County"), under and by virtue of Chapter 159, Parts II and III, Florida Statutes, as amended (the "Act") by the issuance and sale of its obligations for lawful purposes under the Act; (b) Naples Community Hospital, Inc. (the "Corporation") is a Florida not-for- profit corporation, which owns and operates hospitals and other health-related facilities located in the County; (c) The Corporation desires to finance the cost of acquiring certain capital equipment for its healthcare facilities (the "Equipment"), and making certain renovations for the installation thereof, for use in or in connection with the health care facilities of the Corporation at Naples Community Hospital, which is located at 350 ih Street North, Naples, Florida, and North Collier Hospital, which is located at 11190 Health Park Boulevard, Naples, Florida; (d) The Issuer has received an application of the Corporation pursuant to which the Corporation has requested that the Issuer provide assistance in connection with the financing of the Equipment and the renovations necessary for the installation thereof, including the payment of certain expenses incurred in connection with obtaining such financing, all as more particularly described in and subject to that certain schedule dated as of December 1, 2005 or such other date as may be approved by the Authority (the "Schedule") to the Master Financing Agreement, dated as of December 1, 2005 (the "Master Financing Agreement"), by and among the Issuer, the Corporation and GE Capital Public Financ~, Inc. or its successors ("GECPF"), pursuant to which GECPF will provide funds to the Issuer to make a loan (the "Loan") to the Corporation for such purposes; EXHIBIT A TO COUNTY RESOLUTION - _._~____~~_ "0 ..~-~." -'1f1 - ~....~ - (e) In order to satisfy the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, the Issuer did on the date hereof hold a public hearing, which public hearing was duly conducted upon reasonable public notice, a copy of which notice is attached hereto as Exhibit A and at such public hearing interested individuals were afforded the opportunity to express their views, both orally and in writing, on all matters pertaining to the Equipment and the renovations necessary for the installation thereof and to the financing and the making of the Loan; (f) At said hearing, no person spoke or wrote in opposition to the Equipment and the renovations necessary for the installation thereof or the financing and the making of the Loan; (g) The purposes of the act will be effectively served by the making of the Loan; (h) There has been presented to this meeting proposed forms of the Master Financing Agreement and the Schedule; (i) The Equipment and the renovations necessary for the installation thereof constitute a project eligible for financing under the Act; G) Due to the volatility of the tax-exempt bond market, it is necessary and desirable and in the best interests of the Issuer and the Corporation to enter into a negotiated transaction with GECPF; (k) The Corporation has represented that it is financially responsible and fully capable of fulfilling its obligations under the Master financing Agreement and the Schedule and performing such other responsibilities as may be imposed upon it under the Master Financing Agreement and the Schedule; (I) Adequate provision is made in the Master Financing Agreement and the Schedule and related documents for the installation, operation, repair and maintenance of the Equipment and the renovations necessary for the installation thereof at the expense of the Corporation and for the payment of principal of and interest on the Loan by the Corporation; and (m) It is now desirable to authorize the making of the Loan and the execution and delivery of certain documents in connection therewith. Section 2. Making of Loan Authorized: Approval of Form and Execution and Deliverv of the Master Financing Agreement and Schedule. The making of the Loan as contemplated by the Master Financing Agreement and the Schedule, in a principal amount not to exceed $15,000,000, at an interest rate not to exceed 9% per annum or such other rate as may be approved by the Authority, are hereby approved. The form of the Master Financing Agreement and Schedule as presented to this meeting is hereby approved and the Chairman or the Vice Chairman is authorized to execute and deliver the Master Financing Agreement and the Schedule in substantially the forms thereof presented to this meeting, with such changes, insertions, modifications and deletions as shall be necessary to conform to this Resolution and with such -- - _"_'__~_"'_~_"_'~M.". ,,~"~_,~."__ .~"-_._-"- 11.,_ __"'.w.......... ,',',^".". -- 16 K3~ - other changes, insertions, modifications and deletions as may be required by Bond Counselor the General Counsel of the Authority and which shall be approved by the Chairman or Vice Chairman (which approval shall be conclusively presumed from the execution thereot). The Issuer hereby recommends and requests that the Board of County Commissioners of the County approve the making of the Loan. Section 3. Actions of Officers. All actions of officers of the Issuer heretofore taken in conformity with the purposes and intent of this Resolution and in furtherance of the making of the Loan and the financing of the Equipment and the renovations necessary for the installation thereof are hereby approved and confirmed. The officers, employees and agents of the Issuer are hereby authorized and directed to take such further actions in conformity with the purposes and intent of this Resolution and in furtherance in the making of the Loan and the financing of the Equipment and the renovations necessary for the installation thereof as may be necessary or desirable. Such officers, employees and agents of the Issuer are hereby authorized and directed to execute such closing certificates and documents relating to the Loan as may be requested by Bond Counsel, including, but not limited to, an Escrow Agreement and a Tax Certificate setting forth the expected use and investment ofthe proceeds of the Loan in order to show, among other things, that such expected use and investment will not violate the provisions of Section 148 of the Internal Revenue Code of 1985, as amended. Section 4. Effective Date. This resolution shall take effect immediately upon its adoption. ADOPTED December 12,2005. COLLIER COUNTY INDUSTRIAL DEVELOPMENT p-,." AurnO~I~~ . , i --'..' >'.l .' .;~ ~ - . ' BY~~/ .. . '..i f'. -::~ ... #" .. ,~. ~ .- >. . - .' ~~,., ! .~.: ~ (l . 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