Resolution 2003-090
16K9
RESOLUTION 03--2.Q..
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND
SALE OF REVENUE BONDS BY THE COLLIER COUNTY HEALTH
FACILITIES AUTHORITY, AS REQUIRED BY SECTION 147(1) OF THE
INTERNAL REVENUE CODE, AS AMENDED; AND PROVIDING FOR
OTHER RELATED MATTERS.
WHEREAS, the Collier County Health Facilities Authority (the "Authority") is (1) a body
corporate and politic and a special district of Collier County, Florida ("Collier County") created by
Collier County Ordinance No. 79-95 duly adopted by the Board on November 20, 1979 pursuant to
the Florida Health Facilities Authorities Law (Part III of Chapter 154, Florida Statutes), as amended
(the "Health Facilities Act"), (ii) a "public agency" as defined in Section 163.01, Florida Statutes,
as amended, which is titled the "Florida Interlocal Cooperation Act of 1969" (the "Act", and (iii) a
"health facilities authority" as defined in the Health Facilities Act, and a "local agency" under Section
159.27(4) ofthe Industrial Development Financing Act (Part II of Chapter 159, Florida Statutes), as
amended (the "Industrial Act"), with the power to issue revenue bonds for the purposes of financing
and refinancing a "project" as defined in the Health Facilities Act and the Industrial Act; and
WHEREAS, Cleveland Clinic Florida (A Nonprofit Corporation), a Florida not for profit
corporation, with certain facilities located within the boundaries of Collier and Broward Counties
Florida, (the "Interlocal Borrower") and Cleveland Clinic Florida Naples Hospital Non Profit
Corporation, a Florida not for profit corporation with facilities located within the boundaries of
Collier County (collectively with the Interlocal Borrower, the "Borrowers"), have requested the
Authority to issue its revenue bonds (the "Bonds") for the benefit of the Borrowers and to loan all
or a portion of the proceeds thereof to the Borrowers to, among other things, (i) refund all or a
portion of the outstanding principal amount of the $117,000,000 Collier County Health Facilities
Authority Hospital Revenue Bonds, Series 1999 (Cleveland Clinic Health System Obligated Group
Guaranteed), (ii) payor reimburse the Borrowers for the payment of, or to refinance certain prior
debt the proceeds of which were used to pay, costs of acquiring constructing, renovation,
rehabilitating and equipping certain healthcare facilities and (iii) pay certain expenses incurred in
connection with the issuance of the Bonds, including, without limitation, the cost of any credit
enhancement or liquidity enhancement, if deemed necessary or desirable by the Borrowers, all as
permitted by the Health Facilities Act or the Industrial Act; and
WHEREAS, in order to accomplish economies of scale and other cost savings, to help
reduce or control the costs of providing health care services in Collier County, and to strengthen or
enhance the security on the Bonds, the Authority desires to assist the Borrowers by issuing the
Bonds; and
WHEREAS, in order to accomplish the purposes of the Act, the Authority will enter into
an Interlocal Agreement (the "lnterlocal Agreement") with the Broward County Health Facilities
Authority (the "Broward Authority") to provide for the issuance by the Authority of its Bonds for
the benefit of the Interlocal Borrower; and
16K9
WHEREAS, Section 147(t) ofthe 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 notice ofa public hearing (the "Notice") pursuant to and
in accordance with the Code to consider approval of the Bonds and the location and nature of the
project to be refinanced with the proceeds of the Bonds (the "Project") to be published on or before
January 30, 2003, in the Naples Daily News a newspaper of general circulation in the County, and
a copy of said notice being attached as Exhibit A to the Authority Resolution described herein; and
WHEREAS, the Authority held a public hearing on February 14,2003 pursuant to the Notice
at which hearing the Authority considered the application and presentation of the Borrows and the
comments of members of the public, if any; and
WHEREAS, at the conclusion ofthe hearing the Authority adopted its Resolution 2003-01
(the "Authority Resolution") a copy of which is attached as Exhibit A approving the financing, the
issuance of the Bonds, the Interlocal Agreement with the Broward Authority, and recommending the
Board of County Commissioners approve the issuance ofthe Bonds by the Authority in accordance
with Section 147(t) ofthe Code; and
WHEREAS, the Broward County Board of County Commissioners will approve the issuance
of the Bonds with respect to those portions of the Project that are located within the boundaries of
Broward County, Florida by its Proposed Resolution to be considered and adopted March 4,2003,
a copy of which is attached as Exhibit B; 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 1 47(t) of the Code is in the best interests of
Collier County;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA, THAT:
2
16K9
Section 1. Approval of Issuance of the Bonds. Pursuant to Section 147(f) of the Code,
the Board hereby approves the issuance of the Bonds by the Authority for the purposes described in
the Notice. The Bonds shall be issued in such aggregate principal amount, bear interest at such rates,
mature in such amounts and be subject to such optional and mandatory redemptions as are approved
by the Collier Authority without the further approval of this Board.
The Bonds shall not constitute a debt liability or obligation of Collier County, Broward
County, their respective Boards of County Commissioners, officers, agents or employees, or 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, Broward
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 of County
Commissioners of Collier or Broward County or any officer of either 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 and
that portion ofthe Project located in Collier County contemplated by this Resolution 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.
Section 2. Severability. Ifany 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 could 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 25th day of February, 2003.
CHI-I 336270v I
3
,-"""",,\\
........ ",
~:.....~ . ~O{iF"'" 1\, t
_~~1:f'./!$'f~ .".:.-, (~"\. 'il.,
/&Ni~~tBrock;. ~l~l'~
i, gay.i g~:~ k&...';' ~ '
, M. - _0"", ..,-
\'?- >!?epu '_~. ~~<.-'/
! ;..,..0:. . . '..
\ Atii~t"as.tn-;€ha1run's
'~~i~iQHu~~:~~:lj ~
ApproVed'a'S to form and legal sufficiency:
CHI-1336270vl
16K9
COLLIER COUNTY, FLORIDA BY ITS
BOARD OF COUNTY COMMISSIONERS
Tom~h&k
2.. - 2..5 -0 3
4
RESOLUTION NO. 2003-01
Draft 2-11-03
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY HEALTH FACILITIES AUTHORITY
REGARDING THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS COLLIER
COUNTY HEALTH FACILITIES AUTHORITY REVENUE
BONDS (CLEVELAND CLINIC HEALTH SYSTEM
OBLIGATED GROUP) SERIES 2003 IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $125,000,000 FOR
THE PRINCIPAL PURPOSE OF REFUNDING ALL OR A
PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT
OF THE AUTHORITY'S HOSPITAL REVENUE BONDS,
SERIES 1999 (CLEVELAND CLINIC HEALTH SYSTEM
OBLIGATED GROUP) AND TO PAY CERTAIN COSTS
INCURRED OR TO BE INCURRED IN CONNECTION
WITH THE ISSUANCE OF THE BONDS; AUTHORIZING
THE EXECUTION AND DELIVERY OF A PRELIMINARY
AGREEMENT BETWEEN THE AUTHORITY AND THE
BORROWERS; RECOMMENDING THAT THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER COUNTY, AS
THE ELECTED LEGISLATIVE BODY OF THE COUNTY
APPROVE THE ISSUANCE OF THE BONDS PURSUANT
TO SECTION 147 (I') OF THE INTERNAL REVENUE CODE;
AND PROVIDING FOR RELATED MATTERS.
WHEREAS, Cleveland Clinic Florida (A Nonprofit Corporation) ("CCF Florida")
and Cleveland Clinic Florida Hospital Naples Nonprofit Corporation ("CCF Naples" and,
together with CCF Florida, the "Borrowers"), each a Florida not-for-profit, nonstock
membership corporation have applied to the Collier County Health Facilities Authority (the
"Authority") to issue a series of its revenue bonds to be designated as Collier County Health
Facilities Authority Revenue Bonds (Cleveland Clinic Health System Obligated Group)
Series 2003 in an Aggregate principal amount not to exceed $125,000,000 (the "Bonds") to
be used to (i) refund all or a portion of the outstanding principal amount of the $117,000,000
Collier County Health Facilities Authority Hospital Revenue Bonds, Series 1999 (Cleveland
Clinic Health System Obligated Group Guaranteed) (the "Prior Bonds"), the proceeds of
which were originally used to pay or reimburse the Borrowers for the payment of, or to
refinance certain prior indebtedness the proceeds of which were used to pay, costs of
acquiring, constructing, renovating, rehabilitating and equipping certain healthcare facilities
EXHIBIT A TO BCC
RESOLUTION
(the "Project"), and (ii) pay certain costs incurred in connection with the issuance of the
Bonds; and
WHEREAS, the Borrowers have requested that the Authority loan the proceeds of
the Bonds to the Borrowers pursuant to Chapter 154, Part III, 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
Borrowers under loan agreements 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 Borrowers 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 (the "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
Borrowers;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
HEALTH FACILITIES AUTHORITY, 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 permit the Borrowers to proceed with the financing 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 proceeds thereof available for such purposes, all in accordance with and subject to
16K9
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.
SECTION 3. FINDINGS AND DETERMINATIONS. At the hearing, the
Authority heard and considered both oral and written presentations by the Borrowers, written
evidence provided by Borrowers in advance of the Hearing, and comments of members of
the public, if any. The Borrowers were represented at the Hearing by employees of the
Borrowers' organization and consultants retained by the Borrowers, all of whom had
personal knowledge of the matters about which they testified. The Authority had opportunity
to direct inquiries to all individuals present, and members of the public were afforded the
opportunity to direct questions to the Authority for response by the Borrowers. Based upon
the evidence and testimony presented, the Authority finds as follows:
A. In 1999 the Authority issued the Prior Bonds in order to permit the financing
by Borrowers of the acquisition, construction, and equipping of certain health care facilities
(the "Facilities") in Collier County, Florida (the "Collier Facilities") and Broward County,
Florida (the "Broward Facilities") described as follows:
1. The Collier Facilities consist of hospital and clinic facilities located at
6101 Pine Ridge Road, Naples, Florida 34112 and include the following:
a. The Collier Hospital Facilities, consisting of a three-story concrete
structure of approximately 31,620 square feet to be used for diagnosis and testing, and related
equipment, and a four-story concrete structure of approximately 165,700 square feet to
provide medical/surgical bed space, and related equipment;
b. The Collier Clinic Facilities, consisting of a five-story concrete structure
of approximately 174,220 square feet and related equipment;
2. The Broward Facilities consist of Clinic facilities located in Broward
County, Florida and include the following:
a. The Cypress Creek Facilities, located at 3000 West Cypress Creek Road,
Ft. Lauderdale, Florida 33309 and consisting of a clinic;
b. The Weston Facilities, located at 3100 Weston Road, Weston, Florida
33326 and consisting of a five-story steel frame structure of approximately 190,417 square
feet and related equipment;
16 9
B. The portion of the Prior Bonds for the Broward Facilities were issued by the
Authority pursuant to an Interlocal Agreement between the Authority and the Broward
County Health Facilities Authority.
C. Subsequent to the issuance of the Prior Bonds, the Facilities have been
constructed and equipped (or acquired and renovated, as appropriate) and are being operated
by the respective Borrowers.
D. The Collier Facilities have enhanced the health, safety, and welfare of the
residents of Collier County and the State of Florida by the following:
1. The Collier Facilities have expanded the health care facilities and health
care choices available to the public;
2. The need for such facilities was evidenced by the issuance of a
Certificate of Need by the State of Florida Agency for Health Care Administration, and other
state-issued licenses;
3. The Facilities have made available to the public in Collier County and
the Southwest Florida area three accredited residency programs (Internal Medicine,
Neurology, and Colorectal Surgery).
4. The Borrowers have enhanced medical care for the economically
disadvantaged by the following community-related programs:
a. Since January, 1999, Florida Clinic has employed and otherwise
financially supported the placement of one full-time physician at the Isabel Collier Reed
Outpatient Center in Immokalee.
b. Florida Clinic provides nursing and physician volunteers to the
Neighborhood Health Clinic.
c. Florida Clinic is working with Collier Health Services, Inc., Moorings
Park, and the Lorenzo Walker Vocational School in the development and funding for an LPN
program in Immokalee.
d. Florida Clinic is the only Medipass participant in the area.
5. The Collier Facilities have created over 750 new jobs in Collier County.
16 9
E. The Borrowers are non-profit corporations whose sole member is the Cleveland
Clinic Foundation. The Cleveland Clinic Foundation was established in 1921 and has been
recognized as one of the leading healthcare providers worldwide. In a recent survey of
hospitals, the Foundation was ranked third overall nationally, and first in heart and heart
surgery, and in the top five in six other specialties including urology, digestive disorders,
kidney disease, neurology and neurosurgery, orthopedics and rheumatology.
Fo
The Prior Bonds carry an investment grade rating by a nationally recognized
rating agency.
G. The Prior Bonds are not in default.
H. The purpose of issuing the Bonds is to refund the Prior Bonds and to provide
for additional capital expenditures of approximately $9.4 million for the Broward Facilities.
I. The primary benefit to the public from the issuance of the Bonds is a more
secure debt structure and enhanced financial strength as follows:
1. The Bonds will be secured and enhanced by the issuance of letters of
credit by certain banks, currently projected to be JPMorgan Chase Bank and Bank of
America, N.A. or UBS AG. The unenhanced and unsecured credit rating of the Obligated
Group is A1 (Moody's) and A+ (Standard & Poor's). With the letters of credit, it is
anticipated the Bonds will have a rating of .
2. The Bonds are being issued as part of an over-all refinancing of the debt
structure of the Obligated Group which will reduce interest rate risk by reducing the amount
of variable rate debt, taking advantage of currently low interest rates. All members of the
Obligated Group, including the Borrowers, will benefit from the reduced risk.
3. The average life of Obligated Group's indebtedness is being extended
to better equalize and match debt service and asset lives.
J. The Bonds will be payable from revenues of the Borrowers and other members
of the Obligated Group and other payments as described in the financing documents and will
be secured by letters of credit. The Borrowers presented evidence to demonstrate that the
revenues and other payments pledged to the payment of the Bonds will be sufficient to make
the payments required by the Bonds.
K. The Bonds will carry and investment grade rating from a nationally recognized
rating agency.
16 9
L. The issuance of the Bonds, which includes bonds to refund portions of the
Prior Bonds that were issued on account of the Broward Facilities, has been approved by an
interlocal agreement between the Broward County Health Facilities Authority and the
Authority.
M. The Bonds will not be a debt or obligation of Collier County, Broward County,
any municipality within either County, the State of Florida or any agency thereof, and will
be payable solely from revenues and other payments related to the Facilities, and adequate
provisions have been made to inform investors of those facts.
N. The Collier Facilities are located in the unincorporated area of Collier County
and were constructed in accordance with applicable Collier County codes and regulations.
There are no pending or alleged violations of County regulations.
SECTION 4. APPROVAL OF THE FINANCING. This financing 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
Borrowers meeting the conditions set forth in this Resolution to the sole satisfaction of the
Authority.
SECTION 5. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and thc Authority hereby determines to issue the Bonds, subject in
all respects to thc conditions set forth in this Resolution. Thc rate of interest payable on the
Bonds shall not exceed the maximum rate permitted by law.
SECTION 6. AUTHORIZATION OF EXECUTION AND DELIVERY
OF THE INTERLOCAL AGREEMENT. The Interlocal Agreement between the
Authority and the Broward County Health Facilities Authority (the "Interlocal Agreement"),
which shall be in substantially the form thereof attached hereto and marked "Exhibit B" is
hereby approved. The Chairman is authorized to execute and deliver the Interlocal
Agreement, including such changes therein as shall be approved by the Chairman executing
the same, with such execution to constitute conclusive evidence of such officer's approval
and the Authority's approval of any changes therein from the form of Interlocal Agreement
attached hereto.
SECTION 7. CONDITIONS OF APPROVAL. The approval of the
financing and the authorization of the Bonds set forth herein is expressly conditioned on
16K9
the following:
A. The loan agreements, trust indentures, and other financing documents
(collectively, the "Financing Agreements") between the Authority and the Borrowers
shall, under terms agreed upon by the parties, provide for payments to be made by the
Borrowers 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.
B. 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 refunding the Prior Bonds or paying the costs
of issuance of the Bonds.
C. 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, Broward 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.
D. Issuance of the Bonds by the Authority shall be contingent upon (I)
satisfaction of all of the provisions hereof and all provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), and the regulations promulgated thereunder, including
the ability of and desirability by the Authority to issue the Bonds for the purposes set
forth, (ii) the approval of the issuance of the Bonds by the Broward County Health
Facilities Authority and (iii) the approval by the Board of County Commissioners of
Collier County in accordance with the provisions of Section 147(0 of the Code.
E. The Borrowers shall pay the fees of the Authority, Issuer's Counsel, and
Bond Counsel and all of the oat-of-pocket expenses of officials and representatives of the
Authority incurred in connection with the issuance of the Bonds.
F. 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 Borrowers agree 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.
16 9
SECTION 8. RECOMMENDATION FOR APPROVAL BY BOARD
OF COUNTY COMMISSIONERS. This Resolution shall constitute a recommendation
to the Board of County Commissioners of Collier County for approval of the Bonds
pursuant to Section 147 (f) of the Code. The Chairman and General Counsel of thc
Authority are hereby authorized to present this resolution at a regular meeting of the
Board of County Commissioners and to request a resolution of approval for the issuance
of the Bonds.
SECTION 9. OFFICIAL ACTION. This resolution is an official action of
the Authority toward the issuance of thc Bonds, in accordance with the purposes of the
laws of thc State of Florida and the applicable United States Treasury Regulations.
SECTION 10. LIMITED APPROVAL. The approval given herein shall
not be construed as an approval or endorsement of approval of any rezoning or other land
use applications, if any, 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 to have estopped Collier County from asserting any
rights or responsibilities it may have in that regard.
SECTION 11. GENERAL AUTHORIZATION. The Chairman and the
other officers of the Authority arc hereby further authorized to proceed with the
undertakings provided herein on thc 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
this Resolution.
SECTION 12.
immediately.
EFFECTIVE DATE. This Resolution shall take effect
ADOPTED this 14th day of February, 2003.
(SEAL)
COLLIER COUNTY HEALTH
FACILITIES
AUTHORITY
ATTEST:
Chairman
16K9
Secretary
EXHIBIT A TO RESOLUTION
16~(9
AFFIDAVIT OF PUBLICATION OF
NOTICE OF PUBLIC HEARING
A-1
Naples Daily News
Naples, FL 34102
Affidavit of Publication NapLes DaiLy News
PICKgORTH, DONALD P.A.
5150 TANIAM! TRL N #602
NAPLES FL 34103
REFERENCE: 01078~
5859606q NOTICE OF SPECIAL NE
State of FLorida
County of CoLLier
Before the undersigned authority, personaLLy
appeared B. Lamb, who on oath says that she serves
as Assistant Corporate Secretary of the NapLes
DaiLy Ne~s, a daily newspaper published at NapLes,
in CoLLier County, FLorida: that the attached
copy of advertising wes published in said
newspaper on dates Listed.
Affiant further says that the said NapLes OaiLy
Ne~s is a newspaper published at NapLes, in said
CoLLier County, FLorida, and that the said
newspaper has heretofore been continuously
published in said CoLLier County, FLorida, each
day and has been entered as second class mail
matter at the post office in NapLes, in said
CoLLier County, FLorida, for a period of I year
next preceding the first publication of the
attached copy of advertisement; and affiant
further says that she has neither paid nor
promised any person, firm or corporation any
discount, rebate, coaw~ission or refund for the
purpose of securing this advertisement for
pubLiction in the said neuspaper.
PUBLISHED ON: 01/30
AD SPACE: 268.000 INCH
FILED ON: 01/31/03
~o~ mnna C~
Notice of Special Meeting and Public Hearing
Notice Is
Health
duct
lief
Naples
public '.
lng the
rem
not
Bonds wlll
lows of the
"Borrowers") to be used, together i o~-
~,~ ~unds, to: (fi current refund Oil or a portion of the
umorlt~'s $H7,000,000 Hosolfa Revenue Bonds, Se
rios 1999 (Clevelclnd Clinic Health System Obligated)
Group GuoronteedJ (the "Prior Bonos"); (ii) ~¥
r.e.[mburse the Borrowers for the costs of the ocqul-I
SITIOn renovation, remade ng and equipping afl
their existing healthcare facilities In Collier and]
Broword Counties (the "Prolect"); (iii) fund o clebt
service reserve fond, If deemed necessary or deslr.
able by the Borrowers; and (Iv)pay certain ex-I
penses Incurred In connection with the Issuance afl
the Bonds clnd the refunding of the Prior Bonds, In-t
eluding the cost of any credit enhancement or IH/
quid)fy enhallcement, If deemed necessary or desir-
able bythe Borrowers. -
The Prolect will consist of the payment for or relm-I
.bu.rse.ment of ~the costs o~ certain routine capital
ouogeT expenditures of the Borrowers' fac)lines de.
scribed below els the Co er FclclllfleS end the Bro-r
ward Fclclllfles. The proceeds of the Prior Bondsl
were used fa finance the acqus~fon, construoflon, I
renovation, remodeling, clnd e_qulpplno of certain
health core facilities described os f0[Iows:
~ 1.HosPital and clinic fao)lites ocofed In Colliert
Coun_~, Florida ~c ud ng sU~ acquisition (the "COI-I
Ilar Foc Ities")as fu ows: .
o. The C011ler Hosolfal FacUlties/ condstln;
af.a three-story ceacrete s'ffuctare of apprexl:
mcr~ely 31,620 square feet fa be used .for d[agno
sis (3nd f~sting, and feinted equipment, and
four-story concrete structure o1' clpproxlmofe¥
165,700 squclre feet fa provide medlcal/surg cai
bed space, clnd related eatdpment;
b. The Collier Clinic FclcilUtes, consisting of
.o_.fl.v.e:sfor¥ co. ncfete structure of oPprox motel,/
i/4~z;zu square ~ee7 and related equ pment;
c. Locoflorc 6101 PineRidgeRocld Naples,
Florida 34112; '
dJnlflol Operators clnd Owners: {1} Collier
Hos~Ifal Faclllfies-C eveland Clinic Florida Hospr-
[gtNclp!es Non Profit corporation: (2) Collier Clln-
ic Fo¢llffles. Clevelond Cllnlc Plorldo (A Nonprofit
Corporation)
2.Cllnlc faclllfies located n Broword County
FI0rldo (the "Browclrd Fclclllfies") OS follows:
o. The Cypress Creek Facilities, consisting of c
cllnrc presently oValod by on unroofed thrd party
fo be clcqulrod, remodeled, and renovated;
b. Ttie Weston Fac )ties, consisting of a five.
story steel trclme sfl'uCfure Of approximately 190,4~7
square feet and related paulpmenr,
c. Locoflea: (1)_ ' CYl~_ess creek F~clllfles-30001
West Cypress creek R~l~ Fl. Lcludordcl e Floriflol
33309; £2~ wesfafl Facilities-3100 Wesfan R~)~d, West-
on, F~orlde 33326;
d.lnltiol Onerofor and Owner: Cleveland CllnlcJ
Florida (A Nohproflf Corporgflon). '
I
Ail lnforesfled persons are InVifod fa submit written
comments, or attend the .he~.dng, either bersonoll¥
or thrOUgh their rel:~'esent~lve~ end Will be given
~n oPparl~nlty fa fLxpres~ their views concerning
the Pr01ecls or the /[naflclng; An¥Otm deslrina to
make written ~;omthent~ In adypnce Of the hearing
mclv Send SuCh COmmerlts fa:
Collier County Hegtth FOCi ~fles Authority
c/o General Coullsel ·
5150 Narlh Tamtaml Trail, ~ulfe
NaPleS, Florida 34103
Wr~en comments received In advance of th~
hearing, and oral carl!manta made at the hearing
are fur the co~sklercmon of the Aulh0rlty and
not bind the Authority. Capias of .tf~ application.,
for financing:are a~lgble for Inspection and copy.
SHOULD ANY' PERSON DECIDE TO APPEAL ANY
DECISION NLADE BY THE.AUTHORITY WITH RE.
SPECT TO ANY MATTER CONSIDERED AT SUCH
HEARING, SUCH PERSON WILL N~A RECORD
OF THE PROCEEDINGS AND FOR T_HAT: PUR-
TH/~'PO E SUCH PERSONMA~Y ~IEED TO ENSURE
^ VERBAT ~ R~CORO O~' T.E ERGCEE~-
ING~ 15 MADE, WHICH RECORD:INCLUDES THE
In clccor~nce wlth the Americans With Dlsclbllifiesll
Act, PersoqS needing ::P sl~lel mc:ommodaflon foil
oPi'lclp~ e. rt ~IS h ~Eig: g cf Donald
er man seven(7)c[o~j prior 1~ fha hearlna.
This notice IS a ~n ~r~6~toS~dpn ~o of
the Internal Revenue Code, es ~m~ded,: . j
/s/ D°~Id A P ckw°~i I
Assistant ~eoretory ond j
General CounSel ' ,
January 30, 2003 :'ilo. 90829/
16K9
EXHIBIT A TO AUTHORITY
RESOLUTION
16K9
INTERLOCAL AGREEMENT
THIS IS AN INTERLOCAL AGREEMENT, dated as of ,2003 (the "Agreement"), by and
between the COLLIER COUNTY HEALTH FACILITIES AUTHORITY (the "Issuer"), a public body corporate
and politic duly created and existing under the laws and Constitution of the State of Florida, and the
BROWARD COUNTY HEALTH FACILITIES AUTHORITY (the "Interlocal Participant"), a public body
corporate and politic created and existing under the laws and the Constitution of the State of Florida.
RECITALS
Pursuant to the Florida Interlocal Cooperation Act of 1969, Section 163.01, Part I,
Chapter 163, Florida Statutes, as amended (the "Interlocal Cooperation Act"), "public agencies," as
defined in the Interlocal Cooperation Act, are authorized to enter into agreements with one another in
order to make the most efficient use of their powers by enabling them to cooperate with other
localities on a basis of mutual advantage and thereby to provide services and facilities in a manner
and pursuant to fOITnS of governmental organization that will accord best with geographic, economic,
population and other factors influencing the needs and development of local communities.
The Interlocal Cooperation Act provides that a public agency may, pursuant to contract,
exercise jointly with any other public agency any power, privilege or authority which such public
agencies share in common which each might exercise separately.
Pursuant to the Health Facilities Authorities Law (Part III, Chapter 154, Florida Statutes), as
amended (the "Health Authorities Act"), and to the Florida Industrial Development Financing Act
(Part II, Chapter 159, Florida Statutes), as amended (the "Industrial Development Act" and, together
with the Health Authorities Act, the "Financing Acts"), the Issuer and the Interlocal Participant are
authorized to issue revenue bonds and loan the proceeds thereof to qualified borrowers to, among
other things, pay all or any part of the "costs" of any "project" (both as defined in the respective
Financing Acts).
The Issuer and the Interlocal Participant are public agencies and desire to enter into this
Agreement to authorize the Issuer to issue one or more series of revenue bonds (the "Bonds") on
behalf of and with the approval of the Interlocal Participant and loan the proceeds thereof to, among
others, Cleveland Clinic Florida (A Nonprofit Corporation) (the "Interlocal Borrower"), which is a
Florida not for profit corporation with certain facilities located outside the geographical boundaries
of Collier County, Florida, but within the geographical boundaries of Broward County, Florida, for
the purposes of providing funds to, among other things, (i) current refund all or a portion of the
outstanding principal amount of the Issuer's $117,000,000 Hospital Revenue Bonds, Series 1999
(Cleveland Clinic Health System Obligated Group Guaranteed) (the "Prior Bonds"), and (ii) pay
certain expenses incurred in connection with the issuance of the Bonds, including, without limitation,
the cost of any credit enhancement or liquidity enhancement if deemed necessary or desirable by the
Interlocal Borrower.
The proceeds of the Prior Bonds were used to (i) pay or reimburse the Interlocal Borrower for
CHI-1335583v2
EXHIBIT B TO AUTHORITY
RESOLUTION
16 (9
the payment of, or to refinance certain prior debt the proceeds of which were used to pay, costs of
acquiring, constructing, renovating, rehabilitating and equipping of certain healthcare facilities
operated by the Interlocal Borrower and located at 3100 Weston Road, Weston, Florida 33326 and
3000 W. Cypress Creek Road, Ft. Lauderdale, Florida 33309 and facilities operated by the Interlocal
Borrower and one of its affiliates and located at 6101 Pine Ridge Road, [Naples, Florida 34122]; and
(ii) pay certain expenses incurred in connection with the issuance of the Prior Bonds, including the
cost of any credit enhancement or liquidity enhancement, if deemed necessary or desirable by the
Interlocal Borrower.
In consideration of the mutual agreements contained herein and upon the further
consideration of the recitals hereinabove set forth, it is hereby agreed by and between the parties
hereto as follows:
Section 1. Definitions. Unless the context otherwise requires, the following terms for all
purposes of this Agreement shall have the following meanings:
"Acts" means the Financing Acts and the Interlocal Cooperation Act.
"Administrator" means the administrator appointed pursuant to Section 4(c) hereof.
"Agreement" means this Interlocal Agreement and all amendments and supplements thereto.
"Bondlndenture" means each of the Bond Trust Indentures between the Issuer and the Bond
Trustee pursuant to which the Bonds are to be issued, and all amendments and supplements thereto,
including any indenture pursuant to which a series of revenue bonds is issued to provide for the
refunding or refinancing of the Bonds.
"Bonds" means the revenue bonds issued in one or more series by the Issuer, in part, on
behalf of the Interlocal Participant for the benefit of the Interlocal Borrower under the Bond
Indenture.
"Bond Trustee" means the bond trustee selected by the Inteflocal Borrower and approved by
the Issuer, or any successor trustee under the Bond Indenture.
"Financing Acts" means the Health Authorities Act and the Industrial Development Act.
"Health Authorities Act" means the Health Facilities Authorities Law (Part III, Chapter 154,
Florida Statutes), as amended.
"Industrial Development Act" means the Florida Industrial Development Financing Act
(Part II, Chapter 159, Florida Statutes), as amended.
"Interlocal Borrower" means Cleveland Clinic Florida (A Nonprofit Corporation), a Florida
not for profit corporation, and its successors and assigns.
"Interlocal Cooperation Act" means the Florida Interlocal Cooperation Act of 1969
(Section 163.01, Part I, Chapter 163, Florida Statutes), as amended.
CHI-1335583v2 2
16K9
"Interlocal Participant" means the Broward County Health Facilities Authority and its
successors and assigns.
"Issuer" means the Collier County Health Facilities Authority, and its successors and assigns,
as issuer of the Bonds.
"Loan" means the loan to be made by the Issuer to the Interlocal Borrower to, among other
things, (i) current refund all or a portion of the outstanding principal amount of the Issuer's
$117,000,000 Hospital Revenue Bonds, Series 1999 (Cleveland Clinic Health System Obligated
Group Guaranteed) (the "Prior Bonds"), and (ii) pay certain expenses incurred in connection with the
issuance of the Bonds, including, without limitation, the cost of any credit enhancement or liquidity
enhancement if deemed necessary or desirable by the Interlocal Borrower.
"Loan Agreement" means each of the Loan Agreements between the Issuer and, among
others, the Interlocal Borrower, setting forth the terms of the Loan, and all amendments and
supplements thereto, including any loan agreement evidencing a loan to the Interlocal Borrower the
proceeds of which will be used to refund or refinance the Bonds.
"Master Note" means each of the Master Notes of the Interlocal Borrower or an affiliate or
affiliates thereof or any combination of the foregoing, delivered to the Bond Trustee in order to
evidence or secure the obligation of the Interlocal Borrower to pay an amount sufficient to amortize
the Loan.
"Prior Bonds" means the Issuer's $117,000,000 Hospital Revenue Bonds, Series 1999
(Cleveland Clinic Health System Obligated Group Guaranteed).
"Resolution" means a resolution of the goveming body of a party hereto adopted for the
purpose of approving and authorizing the execution of this Agreement or any amendment hereto, or
approving any action taken pursuant to this Agreement when such approval is required hereby.
Terms defined in this Section in the singular shall include the plural and vice versa.
Section 2. Purposes. In order to assist in the development and maintenance of the public
health, to accomplish economies of scale and other cost savings, and to reduce the cost of providing
health care services, this Agreement is entered into pursuant to the authority granted in the Acts for
the purposes of providing for (A) the issuance of the Bonds by the Issuer on behalf of and with the
approval of, among others, the Interlocal Participant for the benefit of the Interlocal Borrower in
order, among other things, to make the Loan to the Interlocal Borrower to, among other things, (0
current refund the Prior Bonds, and (ii) pay certain expenses incurred in connection with the issuance
of the Bonds, including, without limitation, the cost of any credit enhancement or liquidity
enhancement if deemed necessary or desirable by the Interlocal Borrower and (B) the issuance of any
future revenue bonds by the Issuer for the benefit of the Interlocal Borrower in order to make a loan
to the Interlocal Borrower to refinance or refund the Bonds and pay expenses related thereto. This
Agreement shall be interpreted so as to permit the realization of such purposes to the full extent
authorized by the Acts.
CHI-1335583v2 3
16K9
Section 3. Effective Date; Closing Conditions; Duration. This Agreement shall become
effective and shall enter into force, within the meaning of the Interlocal Cooperation Act, upon
receipt by the Administrator of (i) the Resolutions duly adopted by the governing body of the Issuer
and of the Interlocal Participant, respectively, approving and authorizing the execution and delivery
of this Agreement, (ii) a counterpart of this Agreement, duly executed by authorized officers of the
Issuer and the Interlocal Participant; and (iii) evidence satisfactory to the Administrator of the filing
of a duly executed counterpart of this Agreement with the Clerk of the Circuit Court of Collier
County, Florida and in the Public Records of Broward County, Florida in the County Records
Division. The issuance of the Bonds shall be subject to the receipt by the Administrator of(i) the
documents and showings listed in clauses (i) through (iii) above, (ii) an opinion of counsel to the
Interlocal Participant in substantially the form attached hereto as Exhibit,4, and (iii) such other
documents, opinions and showings as may be necessary to effectuate the issuance of the Bonds and
the making of the Loan. The term of this Agreement shall end upon the discharge of the Bond
Indenture in accordance with the provisions thereof. Upon the expiration of this Agreement, any
property or moneys not required to be used to pay principal, premium, if any, or interest on the
Bonds and not otherwise required to be applied as required by the Bond Indenture shall, to the extent
permitted by law, be distributed pro rata between the Interlocal Borrower and the other parties to
whom loans were made from proceeds of the Bonds.
Section 4. The Interlocal Financing. The Issuer shall issue the Bonds subject to the
following conditions:
(a) The Bonds.
(i) The Issuer shall authorize the issuance and delivery of the Bonds pursuant to
and subject to the terms and conditions of the Bond Indenture, the portion of which shall be
attributable to the Loan being in an aggregate principal amount not to exceed $
The Bonds shall be rated and shall bear interest, be subject to repurchase and redemption, be
designated and be in the form, and have such other terms as are provided in the Bond
Indenture, as finally executed and delivered by the Issuer without further approval of the
Interlocal Participant, but subject in all respects to the provisions set forth in the Issuer
Resolution.
(ii) In the event that the Bonds are to be refunded at a future date through an
issuance, by the Issuer or other issuing body, of one or more series of bonds, such Bonds can
be refunded without the prior approval of the Interlocal Participant.
(iii) The Bonds, together with interest thereon, shall not constitute a debt, liability
or obligation of Broward County, Florida, Collier County, Florida, the State of Florida or any
political subdivision or agency thereof, but shall be special and limited obligations of the
Issuer payable solely from, and shall be secured by, to the extent and in the manner provided
in the Bond Indenture, a pledge to the Bond Trustee of the rights of the Issuer under the
Master Note and the Loan Agreement and the amounts in the funds and accounts created by
the Bond Indenture. The Interlocal Participant, the Issuer (except to the extent provided in
the preceding sentence), Broward County, Florida, Collier County, Florida and their
CHI-1335583v2 4
16K9
respective members, officers, agents and employees shall not be liable for the payment of the
principal of, premium, if any, or interest on the Bonds, nor shall the Interlocal Participant, the
Issuer (except to the extent provided in the preceding sentence), Broward County, Florida,
Collier County, Florida, or their respective members, officers, agents and employees, be
liable for any other indebtedness or liability which may arise in connection with the issuance
of the Bonds or the making of the Loan.
(iv) The proceeds of the sale of the Bonds shall be applied in accordance with the
provisions of the Bond Indenture for the purposes specified in the Bond Indenture and in
Section 2 hereof.
(v) The Bonds may be issued in one or more series and, if issued in more than one
series, references herein to the Bond Indenture, the Loan Agreement and the Master Note
shall be deemed to include, if necessary, any supplemental or additional Bond Indentures or
Loan Agreements and any additional Master Notes executed and delivered in connection
with the issuance of the Bonds.
(vi) The Interlocal Borrower shall agree to pay any amounts owing on the Bonds
pursuant to the provisions of Section 148(0 of the Internal Revenue Code of 1986, as
amended.
(vii) The Interlocal Borrower shall agree in the Loan Agreement to protect,
indemnify and save the Issuer, the Interlocal Participant, Broward County, Florida and
Collier County, Florida, their members, officers, agents and employees against and from any
and all liabilities, suits, actions, claims, demands, damages, losses, expenses and costs of
every kind and nature incurred by or asserted or imposed against the Issuer, the Interlocal
Participant, Broward County, Florida or Collier County, Florida, their members, officers,
agents and employees which may arise in connection with the issuance of the Bonds or the
making of the Loan.
(b) The Loan.
(i) Pursuant to and subject to the terms and conditions of the Bond Indenture, the
Issuer is hereby authorized to make available to the Interlocal Borrower proceeds of the
Bonds to be used by the Interlocal Borrower for the purposes set forth in Section 2 without
further approval of the Interlocal Participant.
(ii) The Loan Agreement shall provide for payments sufficient to pay expenses
incident to the issuance of the Bonds and any costs and expenses of the Interlocal Participant
and its counsel. It is understood that the Interlocal Participant and the Interlocal Borrower
have determined that such agreement to pay expenses and costs of the Interlocal Participant
and of Broward County, Florida shall be satisfied by the agreement of the Interlocal
Borrower in the Loan Agreement to pay to the Interlocal Participant: (i) on the date of
delivery of the Bonds, an amount equal to the product obtained by multiplying the original
principal amount of the Bonds attributable to facilities located in Broward County, Florida
times .0005; and (ii) on each annual anniversary date of such delivery, an amount equal to the
CHI-1335583v2 5
16 (9
product obtained by multiplying the principal amount of Bonds attributable to facilities
located in Broward County, Florida which were outstanding on the anniversary date times
.0005. The Interlocal Participant and the Interlocal Borrower further agree that: (1) if the
Interlocal Participant adopts a fee or similar schedule for executing Interlocal Participation
Agreements which if applied to the Bonds would result in a lower amount being payable to
the Interlocal Participant by the Interlocal Borrower than under the agreement herein referred
to, the Interlocal Borrower's payment obligation referred to above shall be reduced to such
lower level; and (2)if the Interlocal Participant fails to adopt such a fee schedule by
or ceases using any such fee schedule which it adopted by ., the
Interlocal Borrower shall have no obligation or further obligation, as the case may be, to pay
the amounts hereinabove referred to in subsection (ii).
(c) Administrator.
Pursuant to Section 163.01(6) of the Interlocal Cooperation Act, the Issuer is hereby
designated the Administrator. The Administrator shall have and is hereby delegated full power and
authority to do all things necessary or convenient to carry out the purposes of this Agreement,
including, without limitation, the appointment of such agents or entities as are necessary or desirable
to effectuate the issuance of the Bonds and the making of the Loan.
Section 5. Amendments. This Agreement may not be amended, changed, modified or
altered except by an instrument in writing which shall be (i) approved by a Resolution of the
governing body of the Issuer and of the Interlocal Participant, (ii)executed by duly authorized
officers of the Issuer and the Interlocal Participant, and (iii) filed with the Clerk of the Circuit Court
of Collier County, Florida and in the public records of Broward County, Florida in the County
Records Division.
Section 6. Severability. If any term or provision of this Agreement or the application
thereof shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to circumstances other than those with respect to which it is
invalid or unenforceable, shall not be affected thereby, and shall be enforced to the extent permitted
by law. To the extent permitted by applicable law, the parties hereby waive any provision of law
which would render any of the terms of this Agreement unenforceable.
Section 7. Governing Law. All questions with respect to the construction of this
Agreement, and the rights and liabilities of the parties hereto, shall be governed by the laws of the
State of Florida.
Section 8. Notices. Any notice or other communication shall be sufficiently given and
shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid,
addressed as follows:
CHI-1335583v2 6
16K9
If to the Issuer:
Collier County Health Facilities Authority
C/O Clerk of the Board of County Commissioners
Collier County Courthouse, Bldg. F
3301 E. Tamiami Trail
Naples, Florida 34112
If to the Interlocal Participant:
Broward County Health Facilities Authority
115 South Andrew Avenue
Suite 513
Ft. Lauderdale, Florida 33301
In each case with a copy to:
Collier County, Florida
Clerk of the Circuit Court
Attn: Clerk of the Board
Collier County Courthouse, Bldg. F
3301 E. Tamiami Trail
Naples, Florida 34112
and a copy to:
Donald A. Pickworth, PA
Suite 602, Newgate Tower
5150 North Tamiami Trail
Naples, Florida 34103
and a copy to:
Broward County, Florida
Clerk of the Circuit Court
115 South Andrew Avenue
Suite 513
Ft. Lauderdale, Florida 33301
The Issuer and the Interlocal Participant may, by notice given hereunder, designate any
further or different addresses to which subsequent notices or communications shall be sent.
Section 9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one and the
same instrument.
CHI-1335583v2 7
16 9
Section 10. No Delegation of Authority. This Agreement shall in no way be interpreted to
authorize the unlawful delegation of the constitutional or statutory duties of the Issuer, the Interlocal
Participant or any of their officers, members, representatives or employees.
Section 11. Limited Approval. The approval given herein shall not be construed as an
approval of any necessary zoning or rezoning applications nor for any planning or regulatory permits
and the approval of this Agreement shall not be construed to be a waiver by either the Issuer or the
Interlocal Participant of, and neither the Issuer nor the Interlocal Participant shall be estopped from
asserting, any regulatory rights or responsibilities it may have with respect thereto.
CHI-1335583v2 8
16 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
attested in their respective corporate names by their duly authorized officers all as of the date first
above written.
COLLIER COUNTY HEALTH
FACILITIES AUTHORITY
[SEAL]
Attest:
Title:
Primed Name:
[SEAL]
Attest:
Title:
Printed Name:
By.
Title:
Printed Name:
BROWARD COUNTY HEALTH
FACILITIES AUTHORITY
By.
Title:
Printed Name:
CHI-1335583v2 9
16K9
STATE OF FLORIDA )
) SS
COUNTY OF BROWARD)
I, ., a Notary Public in and for the said County in the State
aforesaid, do hereby certify that and , personally known to me to be
the same persons whose names are, respectively, as and of the BROWARD
COUNTY HEALTH FACILITIES AUTHORITY, a special district and a body corporate and politic,
subscribed to the foregoing instrument, appeared before me this day in person and severally
acknowledged under oath that they, being thereunto duly authorized, signed, sealed with the
corporate seal, and delivered the said instrument as the free and voluntary act of said public body and
as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this
day of ,2003.
Notary Public
Printed Name:
Commission Number:
[NOTARIAL SEAL]
My commission expires:
CHl-1335583v2 10
16t(9
STATE OF FLORIDA
COUNTY OF COLLIER
)
) SS
)
I, , a Notary Public in and for the said County in the State
aforesaid, do hereby certify that and , personally known to me to be the
same persons whose names are, respectively, as and of the COLLIER
COUNTY HEALTH FACILITIES AUTHORITY, a special district and a body corporate and politic,
subscribed to the foregoing instrument, appeared before me this day in person and severally
acknowledged under oath that they, being thereunto duly authorized, signed, sealed with the
corporate seal, and delivered the said instrument as the free and voluntary act of said public body and
as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this
day of ,2003.
Notary Public
Printed Name:
Commission Number:
[NOTARIAL SEAL]
My commission expires:
cm-1335583v2 1 1
16K9
EXHIBIT A
The opinion of counsel required by Section 3 of this Agreement shall be dated the date of
delivery of the Bonds, shall be addressed to the Administrator, the Bond Trustee and such other
parties as may be reasonably requested by the Administrator, shall be in form and substance
satisfactory to them, and shall be to the effect that:
1. The Interlocal Participant is a public body corporate and politic duly organized and
validly existing under the Constitution and laws of the State of Florida and qualifies as a "public
agency" within the meaning of the Florida Interlocal Cooperation Act of 1969 (Section 163.01,
Part I, Chapter 163, Florida Statutes, as amended).
2. The Interlocal Participant Resolution has been duly adopted by the Interlocal
Participant and is in full force and effect.
3. The Agreement has been duly authorized, executed and delivered by the Interlocal
Participant and, assuming the due authorization, execution, and delivery thereof by the Issuer and the
other public agencies which are parties thereto, constitutes a valid and binding obligation of the
Interlocal Participant enforceable against the Interlocal Participant in accordance with its terms.
4. There is no action, suit, proceeding, inquiry or investigation at law or in equity before
or by any court, public board or body pending or, to the best of our knowledge, threatened against or
affecting the Interlocal Participant, nor to the best of our knowledge is there any basis therefor, which
in any way questions the powers or actions of the Interlocal Participant relative to the Interlocal
Participant Resolution or the Agreement.
5. The execution, delivery and performance of the Agreement by the Interlocal
Participant will not conflict with or result in the breach of any of the provisions of, or constitute a
default under, any indenture, mortgage, deed of trust or agreement or instrument known to us to
which the Interlocal Participant is a party or by which it or its properties are bound.
CHl-1335583v2 A-1
RESOLUTION NO. 2003-01
16K9
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY HEALTH FACILITIES AUTHORITY
REGARDING THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS COLLIER
COUNTY HEALTH FACILITIES AUTHORITY REVENUE
BONDS (CLEVELAND CLINIC HEALTH SYSTEM
OBLIGATED GROUP) SERIES 2003 IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $125,000,000
FOR THE PRINCIPAL PURPOSE OF (1) REFUNDING
ALL OR A PORTION OF THE OUTSTANDING
PRINCIPAL AMOUNT OF THE AUTHORITY'S
HOSPITAL REVENUE BONDS, SERIES 1999
(CLEVELAND CLINIC HEALTH SYSTEM OBLIGATED
GROUP), (2) PAYING OR REIMBURSING THE COSTS
OF ACQUIRING, CONSTRUCTING, RENOVATING,
REHABILITATING AND EQUIPPING CERTIAIN
HEALTH CARE FACILITIES AND (3) TO PAY CERTAIN
COSTS INCURRED OR TO BE INCURRED IN
CONNECTION WITH THE ISSUANCE OF THE BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF
A PRELIMINARY AGREEMENT BETWEEN THE
AUTHORITY AND THE BORROWERS;
RECOMMENDING THAT THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, AS THE
ELECTED LEGISLATIVE BODY OF THE COUNTY
APPROVE THE ISSUANCE OF THE BONDS PURSUANT
TO SECTION 147 (f) OF THE INTERNAL REVENUE
CODE; AND PROVIDING FOR RELATED MATTERS.
WHEREAS, Cleveland Clinic Florida (A Nonprofit Corporation) CCCF Florida")
and Cleveland Clinic Florida Hospital Naples Nonprofit Corporation ("CCF Naples" and,
together with CCF Florida, the "Borrowers"), each a Florida not-for-profit, nonstock
membership corporation have applied to the Collier County Health Facilities Authority
(the "Authority") to issue a series of its revenue bonds to be designated as Collier County
Health Facilities Authority Revenue Bonds (Cleveland Clinic Health System Obligated
Group) Series 2003 in an Aggregate principal amount not to exceed $125,000,000 (the"
Bonds") to be used to (i) refund all or a portion of the outstanding principal amount of
the $117,000,000 Collier County Health Facilities Authority Hospital Revenue Bonds,
EXHIBIT A TO BCC
RESOLUTION
16K9
Series 1999 (Cleveland Clinic Health System Obligated Group Guaranteed) (the "Prior
Bonds"), the proceeds of which were originally used to pay or reimburse the Borrowers
for the payment of, or to refinance certain prior indebtedness the proceeds of which were
used to pay, costs of acquiring, constructing, renovating, rehabilitating and equipping
certain healthcare facilities (the "Prior Project"), (ii) pay or reimburse the Borrowers for
the costs of acquiring, constructing, renovating, rehabilitating, and equipping of their
health care facilities and (iii) pay certain costs incurred in connection with the issuance of
the Bonds; and
WHEREAS, the Borrowers have requested that the Authority loan the proceeds of
the Bonds to the Borrowers pursuant to Chapter 154, Part III, 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 Borrowers under loan agreements 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
Borrowers 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 (the "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 Borrowers;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
HEALTH FACILITIES AUTHORITY, THAT:
2
16K9
SECTION 1. AUTHORITY FOR THIS
Resolution is adopted pursuant to the provisions of the
provisions of law.
RESOLUTION. This
Act and other applicable
SECTION 2. PRELIMINARY STATEMENT. This Resolution is
entered into to permit the Borrowers to proceed with the financing 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 proceeds 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.
SECTION 3. FINDINGS AND DETERMINATIONS. At the hearing,
the Authority heard and considered both oral and written presentations by the Borrowers,
written evidence provided by Borrowers in advance of the Hearing, and comments of
members of the public, if any. The Borrowers were represented at the Hearing by
employees of the Borrowers' organization and consultants retained by the Borrowers, all
of whom had personal knowledge of the matters about which they testified. The
Authority had opportunity to direct inquiries to all individuals present, and members of
the public were afforded the opportunity to direct questions to the Authority for response
by the Borrowers. Based upon the evidence and testimony presented, the Authority finds
as follows:
A. In 1999 the Authority issued the Prior Bonds in order to permit the
financing by Borrowers of the acquisition, construction, and equipping of certain health
care facilities (the "Facilities") in Collier County, Florida (the "Collier Facilities") and
Broward County, Florida (the "Broward Facilities") described as follows:
1. The Collier Facilities consist of hospital and clinic facilities located
at 6101 Pine Ridge Road, Naples, Florida 34119 and include the following:
a. The Collier Hospital Facilities, consisting of a three-story concrete
structure of approximately 31,620 square feet to be used for diagnosis and testing, and
related equipment, and a four-story concrete structure of approximately 165,700 square
feet to provide medical/surgical bed space, and related equipment;
b. The Collier Clinic Facilities, consisting of a five-story concrete
structure of approximately 174,220 square feet and related equipment;
3
16K9
2. The Broward Facilities consist of Clinic facilities located in
Broward County, Florida and include the following:
a. The Cypress Creek Facilities, located at 3000 West Cypress Creek
Road, Ft. Lauderdale, Florida 33309;
b. The Weston Facilities, located at 3100 Weston Road, Weston,
Florida 33326 and consisting of a five-story steel frame structure of approximately
190,417 square feet and related equipment;
B. The portion of the Prior Bonds for the Broward Facilities were issued by the
Authority pursuant to an Interlocal Agreement between the Authority and the Broward
County Health Facilities Authority.
C. Subsequent to the issuance of the Prior Bonds, the Facilities have been
constructed and equipped (or acquired and renovated, as appropriate) and are being
operated by the respective Borrowers.
D. The Collier Facilities have enhanced the health, safety, and welfare of the
residents of Collier County and the State of Florida by the following:
1. The Collier Facilities have expanded the health care facilities and
health care choices available to the public;
2. The need for such facilities was evidenced by the issuance of a
Certificate of Need by the State of Florida Agency for Health Care Administration, and
other state-issued licenses;
3. The Facilities have made available to the public in Collier County
and the Southwest Florida area three accredited residency programs based in Weston
and/or Weston and Collier County (Internal Medicine, Neurology, and Colorectal
Surgery).
4. The Borrowers have enhanced medical care for the economically
disadvantaged by the following community-related programs:
a. Since January, 1999, Florida Clinic has employed and otherwise
financially supported the placement of one full-time physician at the Isabel Collier Reed
Outpatient Center in Immokalee.
4
16K9
b. Florida Clinic provides nursing and physician volunteers to the
Neighborhood Health Clinic.
c. Florida Clinic is working with Collier Health Services, Inc.,
Moorings Park, and the Lorenzo Walker Vocational School in the development and
funding for an LPN program in Immokalee.
d. Florida Clinic is the only Medipass participant in the area.
e. Florida Clinic is participating in the Centers for Disease Control
Breast and Cervical cancer screening program.
f. Florida Clinic is providing funding for the "Healthy Kids" program
($73,000 as the requested amount on the current year).
g. Florida Clinic personnel hold memberships on boards of various
local public health oriented organizations.
h. Florida Clinic works with the Senior Friendship Center.
i. Florida Clinic provides support and participation in the smallpox
immunization program.
o
The Collier Facilities have created over 750 new jobs in Collier
County.
E. The Borrowers are non-profit corporations whose sole member is the
Cleveland Clinic Foundation. The Cleveland Clinic Foundation was established in 1921
and has been recognized as one of the leading healthcare providers worldwide. In a
recent survey of hospitals, the Foundation was ranked third overall nationally, and first in
heart and heart surgery, and in the top five in six other specialties including urology,
digestive disorders, kidney disease, neurology and neurosurgery, orthopedics and
rheumatology.
The Prior Bonds carry an investment grade rating by a nationally
recognized rating agency.
G. The Prior Bonds are not in default.
16 (9
H. The purpose of issuing the Bonds is to refund the Prior Bonds and to
provide for additional capital expenditures of approximately $10.5 million for the
Broward Facilities.
I. The primary benefit to the public from the issuance of the Bonds is a more
secure debt structure and enhanced financial strength as follows:
1. The Bonds will be secured and enhanced by the issuance of letters of
credit by certain banks, currently projected to be JPMorgan Chase Bank and Bank of
America, N.A. or UBS AG. The unenhanced and unsecured credit rating of the
Obligated Group is A1 (Moody's) and A+ (Standard & Poor's). With the letters of credit,
it is anticipated the Bonds will have a rating of AA.
2. The Bonds are being issued as part of an over-all refinancing of the
debt structure of the Obligated Group which will reduce interest rate risk by reducing the
amount of variable rate debt, taking advantage of currently low interest rates. All
members of the Obligated Group, including the Borrowers, will benefit from the reduced
risk.
3. The average life of Obligated Group's indebtedness is being
extended to better equalize and match debt service and asset lives.
J. The Bonds will be payable from revenues of the Borrowers and other
members of the Obligated Group and other payments as described in the financing
documents and will be secured by letters of credit. The Borrowers presented evidence to
demonstrate that the revenues and other payments pledged to the payment of the Bonds
will be sufficient to make the payments required by the Bonds.
K. The Bonds will carry an investment grade rating from a nationally
recognized rating agency.
L. The issuance of the Bonds, which includes bonds to refund portions of the
Prior Bonds that were issued on account of the Broward Facilities, will be approved by an
interlocal agreement between the Broward County Health Facilities Authority and the
Authority.
M. The Bonds will not be a debt or obligation of Collier County, Broward
County, any municipality within either County, the State of Florida or any agency thereof,
and will be payable solely from revenues and other payments related to the Facilities, and
adequate provisions have been made to inform investors of those facts.
6
16K9
N. The Collier Facilities are located in the unincorporated area of Collier
County and were constructed in accordance with applicable Collier County codes and
regulations. There are no pending or alleged violations of County regulations.
SECTION 4. APPROVAL OF THE FINANCING. This financing 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 Borrowers meeting the conditions set forth in this Resolution to the sole
satisfaction of the Authority.
SECTION 5. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby determines to issue the Bonds, subject in
all respects to the conditions set forth in this Resolution. The rate of interest payable on
the Bonds shall not exceed the maximum rate permitted by law.
SECTION 6. AUTHORIZATION OF EXECUTION AND
DELIVERY OF THE INTERLOCAL AGREEMENT. The Interlocal Agreement
between the Authority and the Broward County Health Facilities Authority (the
"Inteflocal Agreement"), which shall be in substantially the form thereof attached hereto
and marked "Exhibit B" is hereby approved. The Chairman is authorized to execute and
deliver the Inteflocal Agreement, including such changes therein as shall be approved by
the Chairman executing the same, with such execution to constitute conclusive evidence
of such officer's approval and the Authority's approval of any changes therein from the
form of Interlocal Agreement attached hereto.
SECTION 7.CONDITIONS OF APPROVAL. The approval of the financing
and the authorization of the Bonds set forth herein is expressly conditioned on the
following:
A. The loan agreements, trust indentures, and other financing documents
(collectively, the "Financing Agreements") between the Authority and the Borrowers
shall, under terms agreed upon by the parties, provide for payments to be made by the
Borrowers 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.
B. In authorizing any issuance of the Bonds pursuant to this Agreement, the
7
16K9
Authority will make no warranty, either expressed or implied, that the proceeds of the
Bonds will be sufficient to pay all costs of refunding the Prior Bonds or paying the costs
of issuance of the Bonds.
C. 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, Broward 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.
D. Issuance of the Bonds by the Authority shall be contingent upon (I)
satisfaction of all of the provisions hereof and all provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), and the regulations promulgated thereunder, including
the ability of and desirability by the Authority to issue the Bonds for the purposes set
forth, (ii) the approval of the issuance of the Bonds by the Broward County Health
Facilities Authority and (iii) the approval by the Board of County Commissioners of
Collier County in accordance with the provisions of Section 147(f) of the Code.
E. The Borrowers shall pay the fees of the Authority, Issuer's Counsel, and
Bond Counsel and all of the out-of-pocket expenses of officials and representatives of the
Authority incurred in connection with the issuance of the Bonds.
F. 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 Borrowers agree 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.
SECTION 8. RECOMMENDATION FOR APPROVAL BY BOARD
OF COUNTY COMMISSIONERS. This Resolution shall constitute a recommendation
to the Board of County Commissioners of Collier County for approval of the Bonds
pursuant to Section 147 (f) of the Code. The Chairman and General Counsel of the
Authority are hereby authorized to present this resolution at a regular meeting of the
Board of County Commissioners and to request a resolution of approval for the issuance
of the Bonds.
SECTION 9. OFFICIAL ACTION. This resolution is an official action of
the Authority toward the issuance of the Bonds, in accordance with the purposes of the
8
16K9
laws of the State of Florida and the applicable United States Treasury Regulations.
SECTION 10. LIMITED APPROVAL. The approval given herein shall
not be construed as an approval or endorsement of approval of any rezoning or other land
use applications, if any, 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 to have estopped Collier County from asserting any
rights or responsibilities it may have in that regard.
SECTION 11. GENERAL AUTHORIZATION. The Chairman and the
other officers of the Authority are hereby further authorized to proceed with the
undertakings provided herein 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
this Resolution.
SECTION 12.
immediately.
EFFECTIVE DATE. This Resolution shall take effect
ADOPTED this 14th day of February, 2003.
(Signature Page follows)
9
16K9
ATTEST:
COLLIER COUNTY HEALTH
FACILITIES
AUTHORITY
9
NapLes DaiLy Ne~s
NapLes, FL 3&I02
Affidavit of PubLication
NapLes DaiLy Ne~s
PICKWORTH, DONALD P.A.
5150 TAHIAHI TRL N #602
NAPLES FL 34103
REFERENCE: 01078~
58596061 NOTZCE OF SPECZAL ME
State of FLorida
County of Collier
Before the undersigned authority, personally
appeared B. Lamb, ~ho on oath says that she serve~
aa Assistant Corporate Secretary of the Naples
Daily Ne~s, a daily neuspaper published at Naples,
in Collier County, FLorida: that the attached
copy of advertising ~as published in said
newspaper on dates Listed.
Affiant further says that the said Naples Daily
Ne~s is a newspaper published at Naples, in said
Collier County, FLorida, and that the said
nevspaper has heretofore been continuously
published in said Collier County, FLorida, each
day and has been entered as second class ceil
·atter at the post office in Naples, in said
Collier County, FLorida, for a period of 1 year
next preceding the first publication of the
attached copy of advertiseaent; and affiant
further says that she has neither paid nor
proeised any person, firm or corporation any
discount, rebate, comeisston or refund for the
purpose of securing this advertisement for
pubLiction in the said newspaper.
PUBLISHED ON: 01/30
AD SPACE: 268.000 INCH
FILED ON: 01/31/03
Signature of Affiant
S.orn to and Subscribed be,~{ ~e
Per~LLy knq,n by ~ ~'
~ Donna C~
My C~m~l~ D~5~3~
E~ires ~em~r 11, 2~5
Notice of Special 6Aeeting and Public Hearing
Notice is hereby given that the Collier Couot~
Heath Fac fas Author[h/ the "Authority" will con
duct o sPec al meet ng and public hearing on Febru
ary 14, 2003, ot 900 om In the County Manager'
Conference Room, second floor, Building "F",
Ilar County Courthouse, 3301 East Tcmiam~ Trol
Napies, Florida, 34112, for the purpose of recelv[n!
public comments and hearing discussion concern
Irlg the proposed ssuance of the Authority's Reve-
nue Bonds, Series 2003 (Cleveland Clinic Heaith Sys.
fern Obligated Group) {the "Bonds"), In an amount
not ta exceed $125,000~000. The proceeds at the
Bonds w be loaned ta Cleveland Clinic Florida (A
Nonprofit Corporation)_ and Clevelaad Clinic Florida
Hasp fo Nap es Non Hroflt Corporation, each o prl-
vote not for pratt corporation organized under the
laws of the State of Florida (collectively, the
"Borrowers") to be used, together with certain oth-
er funds, to: (I) current refund all or a po~tlon at the
Authorltv's $117 000 000 HosPital Revenue Bonds, Se-
ries 1999 (Ceveand Clinic Health System Obligated
Group Guaranteed) (the "Prior Bonds"); (il) pay or
re mburse the Borrowers for the costs of the ocqui*
$ f on, renovation~ remodeling and equipping ot
their existing healthcare tacll[ties In Cailler arc
Broward Countes {the "Project"); (Ill) fund a debt
serv ce reserve fund If deemed necessary or deslr.
able by the Borrowers; and (tv) pay certain ex*
parses incurred in conneotlen with the Issuance ol
the Bonds and the ratundlng of the Prior Bonds, In.
cludl~g the cost of any credit enhancement or I1,
quldlty enhancement, If deemed necessary or deslr.
able by the Borrowers. -
The Prolect w cons st of the payment for or rolm,
bursement of 'the costs of certain routine capita
budget expenditures of the Borrowers' taclllties de*
sar bed below as the Collier Facilities and the ~ro,
lward Facilities. The proceeds of the Prior Bond,'
were used fo finance the asqu sition, cons~uotion
renovator, remodeling, and equlpplng of ce~alr
, health coca taclllfles described as follows:
1.Hospital and clinic facilities located In Collier
County, Florida, Including site acquisition (the "col-
lier Faolllties") Os follows:
o.The Collier HosPital Facilities, c0nsisflnJaI
ot o three-story concrete structure of opprom-I
mutely 31~20 square feet ta be used .for dTogno-[
sS and fesflng~ end rested equipment, and al
four-sfery concrete s~ruchJre of approxlmofelyi
165~700 square feet ta provide medlcoi/surglcoll
beg space, and related equipment;
b.The Collier Clinic Facilities, consisting otl
o five-story concrete struct~ro of opproxlmofelYI
174,220 square feat and related ec.~Jlpment; I
c Location 6101 P ne Ridge Road, Naples,
F~orlda 34112;
d nlra Operators odd Owners: (1 CaillerI
Hospital Fac I[t es-Cleveland Clinic Florida Hospi-
ta Naples Non Profit Corporation (2 Collier Clin-
Ic Facilities-Cleveland Cllnlc Florida (A Nonprofltl
Corporation)
2.Cllnlc taollttles located in Broword County
Florida {the "Broward Facilities") as follows:
a The Cypress Creek Facilities, consisting of all
crlnlc p~esently owned by an unrelated third par~
fo be acquired, remodeled, end renovated;
b The Wesfen Fac ties, consisting of a five-Il
story steel frame structure of approximately 190,417~!
square feat and related equlpmer~,
c Locof on ( )_ Cypress Creek Faclllties-3000l!
West Cypress Creek ROad, Ff. Lauderdale, Florldall
33309; (2) Westan Facilities-3100 Wastan Road, West-I
on, F:loclda 33326; II
dJnltiol Operator and OWner: Cleveland Cllnicl!
Florida (A Nonproflf Corporation), Il
Al nteresfed persons are Invited to submit written
comments, or attend the heorlng, either persoeallv
oc through ther represe~ve and will be given
an opportunity fo ex..press their views ~oncernlng
the prolects or the tlnancltlg; An¥oae deslrlng to
make written com'ments tn advance of the hearing
may s~nd such comments to:
Collier County Hoa~th Facilities Authority
c/o GeneraiCounsel
51.50 North Tamlaml Tral$~ Suite 502
Naple~, Florida 34103
Written comments received in advance of the
heartng, and oral comments made at the hearln~
are for the conslderaflen of the Authority and wnl
not bind the Authorty. CO~les of the applications
for financing are available ter Inspection and copy..
lng at the office at the General Counsel set form
above.
SHOULD ANY PERsoN DECIDE TO APPEAL ANY
DECISION MADE BY THE AUTHORITY WITH RE.
SPECT TO ANY MATTER CONSIDERED AT SUCH
HEARING SUCH PERSON WILL NEED A RECORD
OF THE' PROCEEDINGS AND_FOR THAT PUR-
POSE, SUCH PERSONMAY 'NEED TO ENSURE
THAT A VERBATIM RECORD OF THE PROCEED-
ING'S IS MADE, WHICH RECORD INCLUDES THE
TESTI6AONY AND EVIDENCE UPON WHICH THE
APPEAL IS TO BE BASED.
n cccoraance with the Americans with Disabilities
Act, persons nodding a SPgClal accommodation toll
participate In this h_earing snou)d contact Donald A41
Plckworth, General Coup~l~ of (941) :~63-8060 no lot-ti
er than seven (7) days prior t6 the hearing.
Thls notice Is given ~Urs~ant tO Section 147(t)
the internal Revenue Code, as amended.
/s/Dongld A. Plckworfh
Assistant Secretary and
Janudrv 30, 2d03 : NO. 90829
16K9
EXHIBIT A TO AUTHORITY
RESOLUTION
6t(9
]NTERLOCAL AGREEMENT
THIS IS AN INTERLOCAL AGREEMENT, dated as of ,2003 (the "Agreement"), by and
between the COLLIER COUNTY HEALTH FACILITIES AUTHORITY (the "Issuer"), a public body corporate
and politic duly created and existing under the laws and Constitution of the State of Florida, and the
BROWARD COUNTY HEALTH FACILITIES AUTHORITY (the "Interlocal Participant"), a public body
corporate and politic created and existing under the laws and the Constitution of the State of Florida.
RECITALS
Pursuant to the Florida Interlocal Cooperation Act of 1969, Section 163.01, Part I,
Chapter 163, Florida Statutes, as amended (the "Interlocal Cooperation Act"), "public agencies," as
defined in the Interlocal Cooperation Act, are authorized to enter into agreements with one another in
order to make the most efficient use of their powers by enabling them to cooperate with other
localities on a basis of mutual advantage and thereby to provide services and facilities in a manner
and pursuant to forms of governmental organization that will accord best with geographic, economic,
population and other factors influencing the needs and development of local communities.
The Interlocal Cooperation Act provides that a public agency may, pursuant to contract,
exercise jointly with any other public agency any power, privilege or authority which such public
agencies share in common which each might exercise separately.
Pursuant to the Health Facilities Authorities Law (Part III, Chapter 154, Florida Statutes), as
amended (the "Health Authorities Act"), and to the Florida Industrial Development Financing Act
(Part II, Chapter 159, Florida Statutes), as amended (the "Industrial Development Act" and, together
with the Health Authorities Act, the "Financing Acts"), the Issuer and the Interlocal Participant are
authorized to issue revenue bonds and loan the proceeds thereof to qualified borrowers to, among
other things, pay all or any part of the "costs" of any "project" (both as defined in the respective
Financing Acts).
The Issuer and the Interlocal Participant are public agencies and desire to enter into this
Agreement to authorize the Issuer to issue one or more series of revenue bonds (the "Bonds") on
behalf of and with the approval of the Interlocal Participant and loan the proceeds thereof to, among
others, Cleveland Clinic Florida (A Nonprofit Corporation) (the "Interlocal Borrower"), which is a
Florida not for profit corporation with certain facilities located outside the geographical boundaries
of Collier County, Florida, but within the geographical boundaries of Broward County, Florida, for
the purposes of providing funds to, among other things, (i) current refund all or a portion of the
outstanding principal amount of the Issuer's $117,000,000 Hospital Revenue Bonds, Series 1999
(Cleveland Clinic Health System Obligated Group Guaranteed) (the "Prior Bonds"), and (ii) pay
certain expenses incurred in connection with the issuance of the Bonds, including, without limitation,
the cost of any credit enhancement or liquidity enhancement if deemed necessary or desirable by the
Interlocal Borrower.
The proceeds of the Prior Bonds were used to (i) pay or reimburse the Inteflocal Borrower for
CHI-1335583v2
EXHIBIT B TO AUTHORITY
RESOLUTION
16 9
the payment of, or to refinance certain prior debt the proceeds of which were used to pay, costs of
acquiring, constructing, renovating, rehabilitating and equipping of certain healthcare facilities
operated by the Interlocal Borrower and located at 3100 Weston Road, Weston, Florida 33326 and
3000 W. Cypress Creek Road, Ft. Lauderdale, Florida 33309 and facilities operated by the Interlocal
Borrower and one of its affiliates and located at 6101 Pine Ridge Road, [Naples, Florida 34122]; and
(ii) pay certain expenses incurred in connection with the issuance of the Prior Bonds, including the
cost of any credit enhancement or liquidity enhancement, if deemed necessary or desirable by the
Interlocal Borrower.
In consideration of the mutual agreements contained herein and upon the further
consideration of the recitals hereinabove set forth, it is hereby agreed by and between the parties
hereto as follows:
Section 1. Definitions. Unless the context otherwise requires, the following terms for all
purposes of this Agreement shall have the following meanings:
"Acts" means the Financing Acts and the Interlocal Cooperation Act.
"Administrator" means the administrator appointed pursuant to Section 4(c) hereof.
"Agreement" means this Interlocal Agreement and all amendments and supplements thereto.
"Bond Indenture" means each of the Bond Trust Indentures between the Issuer and the Bond
Trustee pursuant to which the Bonds are to be issued, and all amendments and supplements thereto,
including any indenture pursuant to which a series of revenue bonds is issued to provide for the
refunding or refinancing of the Bonds.
"Bonds" means the revenue bonds issued in one or more series by the Issuer, in part, on
behalf of the Interlocal Participant for the benefit of the Interlocal Borrower under the Bond
Indenture.
"Bond Trustee" means the bond trustee selected by the Interlocal Borrower and approved by
the Issuer, or any successor trustee under the Bond Indenture.
"Financing Acts" means the Health Authorities Act and the Industrial Development Act.
"Health Authorities Act" means the Health Facilities Authorities Law (Part III, Chapter 154,
Florida Statutes), as amended.
"Industrial Development Act" means the Florida Industrial Development Financing Act
(Part II, Chapter 159, Florida Statutes), as amended.
"Interlocal Borrower" means Cleveland Clinic Florida (A Nonprofit Corporation), a Florida
not for profit corporation, and its successors and assigns.
"Interlocal Cooperation Act" means the Florida Interlocal Cooperation Act of 1969
(Section 163.01, Part I, Chapter 163, Florida Statutes), as amended.
CHI-1335583v2 2
16K9
"Interlocal Participant" means the Broward County Health Facilities Authority and its
successors and assigns.
"Issuer" means the Collier County Health Facilities Authority, and its successors and assigns,
as issuer of the Bonds.
"Loan" means the loan to be made by the Issuer to the Interlocal Borrower to, among other
things, (i) current refund all or a portion of the outstanding principal amount of the Issuer's
$117,000,000 Hospital Revenue Bonds, Series 1999 (Cleveland Clinic Health System Obligated
Group Guaranteed) (the "Prior Bonds"), and (ii) pay certain expenses incurred in connection with the
issuance of the Bonds, including, without limitation, the cost of any credit enhancement or liquidity
enhancement if deemed necessary or desirable by the Interlocal Borrower.
"Loan Agreement" means each of the Loan Agreements between the Issuer and, among
others, the Interlocal Borrower, setting forth the terms of the Loan, and all amendments and
supplements thereto, including any loan agreement evidencing a loan to the Interlocal Borrower the
proceeds of which will be used to refund or refinance the Bonds.
"Master Note" means each of the Master Notes of the Interlocal Borrower or an affiliate or
affiliates thereof or any combination of the foregoing, delivered to the Bond Trustee in order to
evidence or secure the obligation of the Interlocal Borrower to pay an amount sufficient to amortize
the Loan.
"Prior Bonds" means the Issuer's $117,000,000 Hospital Revenue Bonds, Series 1999
(Cleveland Clinic Health System Obligated Group Guaranteed).
"Resolution" means a resolution of the governing body of a party hereto adopted for the
purpose of approving and authorizing the execution of this Agreement or any amendment hereto, or
approving any action taken pursuant to this Agreement when such approval is required hereby.
Terms defined in this Section in the singular shall include the plural and vice versa.
Section 2. Purposes. In order to assist in the development and maintenance of the public
health, to accomplish economies of scale and other cost savings, and to reduce the cost of providing
health care services, this Agreement is entered into pursuant to the authority granted in the Acts for
the purposes of providing for (A) the issuance of the Bonds by the Issuer on behalf of and with the
approval of, among others, the Interlocal Participant for the benefit of the Interlocal Borrower in
order, among other things, to make the Loan to the Interlocal Borrower to, among other things, (i)
current refund the Prior Bonds, and (ii) pay certain expenses incurred in connection with the issuance
of the Bonds, including, without limitation, the cost of any credit enhancement or liquidity
enhancement if deemed necessary or desirable by the Interlocal Borrower and (B) the issuance of any
future revenue bonds by the Issuer for the benefit of the Interlocal Borrower in order to make a loan
to the Interlocal Borrower to refinance or refund the Bonds and pay expenses related thereto. This
Agreement shall be interpreted so as to permit the realization of such purposes to the full extent
authorized by the Acts.
CHI-1335583v2 3
16K9
Section 3. Effective Date; Closing Conditions; Duration. This Agreement shall become
effective and shall enter into force, within the meaning of the Interlocal Cooperation Act, upon
receipt by the Administrator of(i) the Resolutions duly adopted by the governing body of the Issuer
and of the Interlocal Participant, respectively, approving and authorizing the execution and delivery
of this Agreement, (ii) a counterpart of this Agreement, duly executed by authorized officers of the
Issuer and the Interlocal Participant; and (iii) evidence satisfactory to the Administrator of the filing
of a duly executed counterpart of this Agreement with the Clerk of the Circuit Court of Collier
County, Florida and in the Public Records of Broward County, Florida in the County Records
Division. The issuance of the Bonds shall be subject to the receipt by the Administrator of (i) the
documents and showings listed in clauses (i) through (iii) above, (ii) an opinion of counsel to the
Interlocal Participant in substantially the form attached hereto as Exhibit A, and (iii) such other
documents, opinions and showings as may be necessary to effectuate the issuance of the Bonds and
the making of the Loan. The term of this Agreement shall end upon the discharge of the Bond
Indenture in accordance with the provisions thereof. Upon the expiration of this Agreement, any
property or moneys not required to be used to pay principal, premium, if any, or interest on the
Bonds and not otherwise required to be applied as required by the Bond Indenture shall, to the extent
permitted by law, be distributed pro rata between the Interlocal Borrower and the other parties to
whom loans were made from proceeds of the Bonds.
Section 4. The Interlocal Financing. The Issuer shall issue the Bonds subject to the
following conditions:
(a) The Bonds.
(i) The Issuer shall authorize the issuance and delivery of the Bonds pursuant to
and subject to the terms and conditions of the Bond Indenture, the portion of which shall be
attributable to the Loan being in an aggregate principal amount not to exceed $
The Bonds shall be rated and shall bear interest, be subject to repurchase and redemption, be
designated and be in the form, and have such other terms as are provided in the Bond
Indenture, as finally executed and delivered by the Issuer without further approval of the
Interlocal Participant, but subject in all respects to the provisions set forth in the Issuer
Resolution.
(ii) In the event that the Bonds are to be refunded at a future date through an
issuance, by the Issuer or other issuing body, of one or more series of bonds, such Bonds can
be refunded without the prior approval of the Interlocal Participant.
(iii) The Bonds, together with interest thereon, shall not constitute a debt, liability
or obligation of Broward County, Florida, Collier County, Florida, the State of Florida or any
political subdivision or agency thereof, but shall be special and limited obligations of the
Issuer payable solely from, and shall be secured by, to the extent and in the manner provided
in the Bond Indenture, a pledge to the Bond Trustee of the rights of the Issuer under the
Master Note and the Loan Agreement and the amounts in the funds and accounts created by
the Bond Indenture. The Interlocal Participant, the Issuer (except to the extent provided in
the preceding sentence), Broward County, Florida, Collier County, Florida and their
CHl-1335583v2 4
16K9
respective members, officers, agents and employees shall not be liable for the payment of the
principal of, premium, if any, or interest on the Bonds, nor shall the Interlocal Participant, the
Issuer (except to the extent provided in the preceding sentence), Broward County, Florida,
Collier County, Florida, or their respective members, officers, agents and employees, be
liable for any other indebtedness or liability which may arise in connection with the issuance
of the Bonds or the making of the Loan.
(iv) The proceeds of the sale of the Bonds shall be applied in accordance with the
provisions of the Bond Indenture for the purposes specified in the Bond Indenture and in
Section 2 hereof.
(v) The Bonds may be issued in one or more series and, if issued in more than one
series, references herein to the Bond Indenture, the Loan Agreement and the Master Note
shall be deemed to include, if necessary, any supplemental or additional Bond Indentures or
Loan Agreements and any additional Master Notes executed and delivered in connection
with the issuance of the Bonds.
(vi) The Interlocal Borrower shall agree to pay any amounts owing on the Bonds
pursuant to the provisions of Section 148(13 of the Internal Revenue Code of 1986, as
amended.
(vii) The Interlocal Borrower shall agree in the Loan Agreement to protect,
indemnify and save the Issuer, the Interlocal Participant, Broward County, Florida and
Collier County, Florida, their members, officers, agents and employees against and from any
and all liabilities, suits, actions, claims, demands, damages, losses, expenses and costs of
every kind and nature incurred by or asserted or imposed against the Issuer, the Interlocal
Participant, Broward County, Florida or Collier County, Florida, their members, officers,
agents and employees which may arise in connection with the issuance of the Bonds or the
making of the Loan.
(b) The Loan.
(i) Pursuant to and subject to the terms and conditions of the Bond Indenture, the
Issuer is hereby authorized to make available to the Interlocal Borrower proceeds of the
Bonds to be used by the Interlocal Borrower for the purposes set forth in Section 2 without
further approval of the Interlocal Participant.
(ii) The Loan Agreement shall provide for payments sufficient to pay expenses
incident to the issuance of the Bonds and any costs and expenses of the Interlocal Participant
and its counsel. It is understood that the Interlocal Participant and the Interlocal Borrower
have determined that such agreement to pay expenses and costs of the Interlocal Participant
and of Broward County, Florida shall be satisfied by the agreement of the Interlocal
Borrower in the Loan Agreement to pay to the Interlocal Participant: (i) on the date of
delivery of the Bonds, an amount equal to the product obtained by multiplying the original
principal amount of the Bonds attributable to facilities located in Broward County, Florida
times .0005; and (ii) on each annual anniversary date of such delivery, an amount equal to the
CHI-1335583v2 5
16K9
product obtained by multiplying the principal amount of Bonds attributable to facilities
located in Broward County, Florida which were outstanding on the anniversary date times
.0005. The Interlocal Participant and the Interlocal Borrower further agree that: (1) if the
Interlocal Participant adopts a fee or similar schedule for executing Interlocal Participation
Agreements which if applied to the Bonds would result in a lower amount being payable to
the Interlocal Participant by the Interlocal Borrower than under the agreement herein referred
to, the Interlocal Borrower's payment obligation referred to above shall be reduced to such
lower level; and (2)if the Interlocal Participant fails to adopt such a fee schedule by
or ceases using any such fee schedule which it adopted by ., the
Interlocal Borrower shall have no obligation or further obligation, as the case may be, to pay
the amounts hereinabove referred to in subsection (ii).
(c) Administrator.
Pursuant to Section 163.01(6) of the Interlocal Cooperation Act, the Issuer is hereby
designated the Administrator. The Administrator shall have and is hereby delegated full power and
authority to do all things necessary or convenient to carry out the purposes of this Agreement,
including, without limitation, the appointment of such agents or entities as are necessary or desirable
to effectuate the issuance of the Bonds and the making of the Loan.
Section 5. Amendments. This Agreement may not be amended, changed, modified or
altered except by an instrument in writing which shall be (i) approved by a Resolution of the
goveming body of the Issuer and of the Interlocal Participant, (ii) executed by duly authorized
officers of the Issuer and the Interlocal Participant, and (iii) filed with the Clerk of the Circuit Court
of Collier County, Florida and in the public records of Broward County, Florida in the County
Records Division.
Section 6. Severability. If any term or provision of this Agreement or the application
thereof shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to circumstances other than those with respect to which it is
invalid or unenforceable, shall not be affected thereby, and shall be enforced to the extent permitted
by law. To the extent permitted by applicable law, the parties hereby waive any provision of law
which would render any of the terms of this Agreement unenforceable.
Section 7. Governing Law. All questions with respect to the construction of this
Agreement, and the rights and liabilities of the parties hereto, shall be governed by the laws of the
State of Florida.
Section 8. Notices. Any notice or other communication shall be sufficiently given and
shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid,
addressed as follows:
CHI-1335583v2 6
16K9
If to the Issuer:
Collier County Health Facilities Authority
C/O Clerk of the Board of County Commissioners
Collier County Courthouse, Bldg. F
3301 E. Tamiami Trail
Naples, Florida 34112
If to the Interlocal Participant:
Broward County Health Facilities Authority
115 South Andrew Avenue
Suite 513
Ft. Lauderdale, Florida 33301
In each case with a copy to:
Collier County, Florida
Clerk of the Circuit Court
Attn: Clerk of the Board
Collier County Courthouse, Bldg. F
3301 E. Tamiami Trail
Naples, Florida 34112
and a copy to:
Donald A. Pickworth, PA
Suite 602, Newgate Tower
5150 North Tamiami Trail
Naples, Florida 34103
and a copy to:
Broward County, Florida
Clerk of the Circuit Court
115 South Andrew Avenue
Suite 513
Ft. Lauderdale, Florida 33301
The Issuer and the Interlocal Participant may, by notice given hereunder, designate any
further or different addresses to which subsequent notices or communications shall be sent.
Section 9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one and the
same instrument.
CHI-1335583v2 7
16K9
Section 10. No Delegation of Authority. This Agreement shall in no way be interpreted to
authorize the unlawful delegation of the constitutional or statutory duties of the Issuer, the Interlocal
Participant or any of their officers, members, representatives or employees.
Section 11. Limited Approval. The approval given herein shall not be construed as an
approval of any necessary zoning or rezoning applications nor for any planning or regulatory permits
and the approval of this Agreement shall not be construed to be a waiver by either the Issuer or the
Interlocal Participant of, and neither the Issuer nor the Interlocal Participant shall be estopped from
asserting, any regulatory rights or responsibilities it may have with respect thereto.
CHI-1335583v2 8
16K9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
attested in their respective corporate names by their duly authorized officers all as of the date first
above written.
COLLIER COUNTY HEALTH
FACILITIES AUTHORITY
[SEAL]
Attest:
Title:
Printed Name:
[SEAL]
Attest:
Title:
Printed Name:
By.
Title:
Printed Name:
BROWARD COUNTY HEALTH
FACILITIES AUTHORITY
By.
Title:
Printed Name:
CHI-1335583v2 9
16K9
STATE OF FLORIDA )
) SS
COUNTY OF BROWARD)
I, , a Notary Public in and for the said County in the State
aforesaid, do hereby certify that and ., personally known to me to be
the same persons whose names are, respectively, as and of the BROWARD
COUNTY HEALTH FACILITIES AUTHORITY, a special district and a body corporate and politic,
subscribed to the foregoing instrument, appeared before me this day in person and severally
acknowledged under oath that they, being thereunto duly authorized, signed, sealed with the
corporate seal, and delivered the said instrument as the free and voluntary act of said public body and
as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this
day of ., 2003.
Notary Public
Printed Name:
Commission Number:
[NOTARIAL SEAL]
My commission expires:
CHI-1335583v2 l0
16K9
STATE OF FLORIDA
COUNTY OF COLLIER
)
) ss
)
I, ., a Notary Public in and for the said County in the State
aforesaid, do hereby certify that and , personally known to me to be the
same persons whose names are, respectively, as and of the COLLIER
COUNTY HEALTH FACILITIES AUTHORITY, a special district and a body corporate and politic,
subscribed to the foregoing instrument, appeared before me this day in person and severally
acknowledged under oath that they, being thereunto duly authorized, signed, sealed with the
corporate seal, and delivered the said instrument as the free and voluntary act of said public body and
as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this
day of .,2003.
Notary Public
Printed Name:
Commission Number:
[NOTARIAL SEAL]
My commission expires:
CHI-1335583v2 11
EXHIBIT A
16K9
The opinion of counsel required by Section 3 of this Agreement shall be dated the date of
delivery of the Bonds, shall be addressed to the Administrator, the Bond Trustee and such other
parties as may be reasonably requested by the Administrator, shall be in form and substance
satisfactory to them, and shall be to the effect that:
1. The Interlocal Participant is a public body corporate and politic duly organized and
validly existing under the Constitution and laws of the State of Florida and qualifies as a "public
agency" within the meaning of the Florida Interlocal Cooperation Act of 1969 (Section 163.01,
Part I, Chapter 163, Florida Statutes, as amended).
2. The Interlocal Participant Resolution has been duly adopted by the Interlocal
Participant and is in full force and effect.
3. The Agreement has been duly authorized, executed and delivered by the Interlocal
Participant and, assuming the due authorization, execution, and delivery thereof by the Issuer and the
other public agencies which are parties thereto, constitutes a valid and binding obligation of the
Interlocal Participant enforceable against the Interlocal Participant in accordance with its terms.
4. There is no action, suit, proceeding, inquiry or investigation at law or in equity before
or by any court, public board or body pending or, to the best of our knowledge, threatened against or
affecting the Interlocal Participant, nor to the best of our knowledge is there any basis therefor, which
in any way questions the powers or actions of the Interlocal Participant relative to the Interlocal
Participant Resolution or the Agreement.
5. The execution, delivery and performance of the Agreement by the Interlocal
Participant will not conflict with or result in the breach of any of the provisions of, or constitute a
default under, any indenture, mortgage, deed of trust or agreement or instrument known to us to
which the Interlocal Participant is a party or by which it or its properties are bound.
CHI-1335583v2 A- 1
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND
SALE OF REVENUE BONDS BY THE-COLLIER COUNTY HEALTH
FACILITIES AUTHORITY, AS REQUIRED BY SECTION 147(0 OF THE
INTERNAL REVENUE CODE, AS AMENDED; AND PROVIDING FOR
OTHER RELATED MATTERS.
WHEREAS, the Collier County Health Facilities Authority (the "Authority") is (I) a body
corporate and politic and a special district of Collier County, Florida ("Collier County") created by
Collier County Ordinance No. 79-95 duly adopted by the Board on November 20, 1979 pursuant to
the Florida Health Facilities Authorities Law ( Part III of Chapter 154, Florida Statutes), as amended
(the "Health Facilities Act"), (ii) a "public agency" as defined in Section 163.01, Florida Statutes,
as amended, which is titled the "Florida Interlocal Cooperation Act of 1969" (the "Act", and (iii) a
"health facilities authority" as defined in the Health Facilities Act, and a "local agency" under Section
159.27(4) of the Industrial Development Financing Act (Part II of Chapter 159, Florida Statutes), as
amended (the "Industrial Act"), with the power to issue revenue bonds for the purposes of financing
and refinancing a "project" as defined in the Health Facilities Act and the Industrial Act; and
WHEREAS, Cleveland Clinic Florida (A Nonprofit Corporation), a Florida not for profit
corporation, with certain facilities located within the boundaries of Collier and Broward Counties
Florida, (the "Interlocal Borrower") and Cleveland Clinic Florida Naples Hospital Non Profit
Corporation, a Florida not for profit corporation with facilities located within the boundaries of
Collier County (collectively with the Interlocal Borrower, the "Borrowers"), have requested the
Authority to issue its revenue bonds (the "Bonds") for the benefit of the Borrowers and to loan all
or a portion of the proceeds thereof to the Borrowers to, among other things, (i) refund all or a
portion of the outstanding principal amount of the $117,000,000 Collier County Health Facilities
Authority Hospital Revenue Bonds, Series 1999 (Cleveland Clinic Health System Obligated Group
Guaranteed), (ii) pay or reimburse the Borrowers for the payment of, or to refinance certain prior
debt the proceeds of which were used to pay, costs of acquiring constructing, renovation,
rehabilitating and equipping certain healthcare facilities and (iii) pay certain expenses incurred in
connection with the issuance of the Bonds, including, without limitation, the cost of any credit
enhancement or liquidity enhancement, if deemed necessary or desirable by the Borrowers, all as
permitted by the Health Facilities Act or the Industrial Act; and
WHEREAS, in order to accomplish economies of scale and other cost savings, to help
reduce or control the costs of providing health care services in Collier County, and to strengthen or
enhance the security on the Bonds, the Authority desires to assist the Borrowers by issuing the
Bonds; and
WHEREAS, in order to accomplish the purposes of the Act, the Authority will enter into
an Interlocal Agreement (the "Interlocal Agreement") with the Broward County Health Facilities