Resolution 1999-354
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RESOLtmON 99-354
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, PURSUANT TO CHAPTER 159, FLORlDA
STATUTES, AS AMENDED; AUTHORIZING THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORlTY TO MAKE A LOAN TO
NAPLES COMMUNITY HOSPITAL, INC. IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED SlS,OOO,OOO FOR THE PURPOSE OF
FINANCING THE PURCHASE OF CERTAIN EQUIPMENT; AUTHORlZING
THE AUTHORlTY TO ENTER INTO A SCHEDULE TO A MASTER
FINANCING AGREEMENT AMONG THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORlTY, AS ISSUER, G.E. CAPITAL
PUBLIC FINANCE, INC.. AS LENDER, AND NAPLES COMMUNITY
HOSPITAL, INC., AS OBLIGOR; AND PROVIDING AN EFFECTIVE DATE
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER
COUNTY, FLORlDA:
SectIon I. RecItals, rt is hereby found, ascertained, determined and declared that:
A. The Collier County Industrial Development Authority (the "Issuer") is a public
corporation of the State of Florida, was duly created by Resolution R.79.34 of the Board of
County Commissioners of Collier County, Florida, and is a body corporate and politic duly
created and existing as a local governmental body and a public instrumentality for the purpose of
financing qualifying projects in Collier County, Florida (the "County"), under and by virtue of
Chapter 159, Florida Statutes, as amended (the "Act''), to provide for the making of, and to issue
and sell its obligations for lawful purposes under the Act.
B. The Issuer has heretofore executed the Master Financing Agreement, dated as of
September I, 1997 (the "Master Financing Agreement''), by and among the Issuer, G.E. Capital
Public Finance, Inc., as Lender. and Naples Community Hospital, Inc. (the "Corporation''), as
Obligor, pursuant to which the Issuer will make a Loan (as defined in the Master Financing
Agreement) to the Corporation for financing the purchase of certain equipment, and the making
of certain renovations for the installation thereof. to be used by the Corporation in its health care
operations. and for financing certain expenses in connection with such Loan.
C. A public hearing was held by the Issuer on August 31, 1999, which public hearing
wss duly conducted upon reasonable public notice, a copy of said notice being attached hereto as
Exhibit A, and at such hearing interested individuals were afforded the opportunity to express
their views. both orally and in writing, on all matters pertaining to the nature of the financing and
to the making of the Loan. No person spoke or wrote in opposition to the financing or the
making of the Loan.
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D. The Issuer has recommended and requesied that the Board of County
Commissioners approve the Issuer's making of the Loan so that the interest on the Loan will be
exempt from federal income taxation under the Internal Revenue Code of 1986, as amended. A
copy of the resolution adopted by the Issuer on August 31, 1999 (the "IDA Resolution") in
connection with such loan is attached hereto as Exhibit B.
E. The purposes of the Act will be effectively served, and it is necesslll)' and
desirable and in the best interest of the County that the making of the loan be approved by the
Board of County Commissioners.
F. The Loan shall not constitute a debt or a pledge of the faith and credit of the
Issuer or the County. or any agency thereof, and neither the Issuer. the County nor any agency
thereof shall be liable thereon; nor in any event shall the Loan be payable out of any funds or
properties other than as provided in the Master Financing Agreement. No member of the Board
of County Commissioners or any officer thereof shall be liable personally on the Loan.
G. The Board of County Commissioners is the elected legislative body of Collier
County, Florida for the purposes of Section 147(1) of the Internal Revenue Code of 1986, as
amended.
Section 2, Approval or Making the Loan. For the purposes of Section 147(0 of the
Internal Revenue Code of 1986, as amended. the making of the Loan as contemplated by the
IDA Resolution in an amount not to exceed 515.000,000 is hereby approved; however. this
approval shall in no way be deemed to abrogate any regulations of the County and the project
contemplated by this resolution shall be subject to all such regulations, including. but notlimitcd
to, the County's Growth Management Plan and all concurrency requirements contained therein
and the Collier County Land Development Code.
Secdon J. Effective Date. This Resolution shall take effect immediately upon its
adoption.
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PASSED AND ADOPTED THIS 14thdayofSepternber, 1999.
(SEAL)
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David Weigel
County Attorney
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COLLIER COUNTY, FLORIDA
By:
,
amela S. Mac'Kie,
Chairwoman, Board of
County Cornmissioners
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EXHIBIT A TO COUNTY
RESOLUTION
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RESOLUTION 99.07
RESOLUTION AUTHORIZING THE MAKING OF A LOAN TO
NAPLES COMMUNITY HOSPITAL, INC., IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000, FOR THE
PURPOSE OF FINANCING THE ACQUISITION OF CERTAIN
EQUIPMENT AND AUTHORlZING THE EXECUTION OF A
SCHEDULE TO A MASTER FINANCING AGREEMENT AND
RELATED DOCUMENTS
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BE IT RESOLVED BY THE COLLIER COUNTY INDUSTRlAL DEVELOPMENT
AUTHORITY:
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Section I. Findin2s. It is hereby found, determined and declared that:
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(a) The Collier County Industrial Development Authority (the "Issuer") is a
public corporation of the State of Florida, was duly created by Resolution R-79-34 of the
Board of County Commissioners of Collier County, Florida, and is a body corporate and
politic duly created and existing as a local governmental body and a public
instrumentality for the purposes of financing qualified projects in Collier County. Florida
(the "County"), under and by virtue of Chapter 159, Florida Statutes. as amended (the
"Act"), by the issuance and sale of its obligations for lawful purposes under thc Act;
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(b) Naples Community Hospital, Inc. (the "Corporation") is a Florida not-for-
profit corporation, which owns and operates hospital and other health.related facilitics
located in the County;
(c) The Corporation desires to finance the cost of acquiring certain capital
equipment (the "Equipment"), and making certain renovations for the installation thereof.
for use in or in connection with the health care facilities of the Corporation at Naples
Community Hospital, which is located at 350 7th Street North, Naples, Florida, and
North Collier Hospital, which is located at 11190 Health Park Boulevard, Naples,
Florida;
(d) The Issuer has received an application of the Corporation pursuant to
which the Corporation has requested that the Issuer provide assistance in connection w:lh
the financing of the Equipment and the renovations necesslll)' for the installation thcreof,
including the payment of certain expenses incurred in connection with obtaining such
financing, all as more particularly described in and subject to Schedule No.3 dated as of
September I, 1999 (the "Schedule") to the Master Financing Agreement, dated as of
September 1, 1997 (the "Master Financing Agreement"), by and among the Issuer. the
Corporation and GE Capital Public Finance Inc. ("GECPF"). pursuant to which GECPF
will provide funds to the Issuer to make a loan (the "Loan") to the Corporation for such
purposes;
(e) In order 10 satisty the requirements of Section 147(1) of the Internal
Revenue Code of 1986, as amended, the Issuer did on the date hereof hold a public
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EXHIBIT B TO COUNTY
RESOLUTION
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hearing, which public hearing was duly conducted upon reasonable public notice and at
such public hearing interested individuals were afforded thc opportunity to express their
views, both orally IIId in writing, on all mattcra pcrtaining to the Equipment and the
renovations necesslll)' for the installation thereof and to the financing and the making of
the Loan;
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(I) At said hearing, no person spokc or wrote in opposition to the Equipment
and thc renovations nccesslll)' for the installation thereof or the financing and thc making
of the Loan;
(g) The purposes of the Act will be effectively served by the making of the
Loan;
(h) There has been presented to this meeting an executed counterpart of the
Master Financing Agreement and the proposed form of the Schedule;
(i) The Equipment and the renovations necesslll)' for the installation thereof
constitute a project eligible for financing under the Act;
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(j) Due to the volatility of the tax-exempt bond market, it is necessary and
dcsirable and in the best interests of the Issuer and the Corporation to enter into a
negotiated transaction with GECPF;
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(Ie) The Corporation is rmancially responsible and fully capable of fulfilling
its obligations under the Master Financing Agreement and the Schedule and pcrforming
such other responsibilitiea as may be imposed upon it undcr the Mastcr Financing
Agreement and the Schedule;
(I) Adequate provision is made in the Master Financing Agreement and the
Schedule for the installation, operation, repair IIId maintenance of the Equipment and the
renovations neceaSlll)' for the installation thereof at the expense of the Corporation and
for the payment of principal of and interest on the Loan; and
(m) It is now deairable to authorize the making of the Loan and the execution
and delivery of certain documents in conncction therewith.
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Section 2. Makin\! of Loan Authorized: Aporoval of Form and Execution and Deliverv
of the Schedule. The making of the Loan as contemplated by the Master Financing Agreement
IIId thc Schedule, in a principal amolDlt not to exceed $15,000,000, at an interest rate not to
cxceed 9"10 per annum, is hereby approved. The form of the Schedule as presented to this
meeting is hereby approved and the Chairman or the Vice Chairman of the Issuer is authori7.ed to
execute and dcliver thc Schedule in substantially the form thereof presented to this meeting, with
such changes, insertions, modifications and deletions as shall bc ncccSSlll)' to conform to this
Resolution and with such other changes, insertions, modifications and deletions as may be
required by Bond Counselor the Gcneral Counscl oflhe Authority and which shall be approved
by the Chairman or Vice Chairman (which approval shall be conclusively presumed from the
execution thereof). The Issuer hereby recommends and requcsts that the Board of County
Commissioners of the County approve the malting of the Loan.
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Section 3. Actions of Officers. All actions of officers of the Issuer herctofore taken in
conformity with the purposes and intent of this Resolution and in furtherance of the making of
the Loan and the financing of the Equipment and the renovations necessary for the installation
thereof are hereby approved and confirmed. The officers, employees and agents of the Issuer arc
hereby authorized and directed to take such further actions in conformity with the purposes and
intent of this Resolution and in furtherance in Ihe making of the Loan and thc financing of the
Equipment and the renovations neces5lll)' for the installation thereof as may be necesslll)' or
desirable. Such officers, employees and agents of the Issuer are hereby authorized and directed
to execute such closing certificates and documents relating to the Loan as may be requested by
Bond Counsel, including, but not limited to, an Escrow Agreement and a Tax Certi ficate setting
forth the expected use and investment of the proceeds of the Loan in order to show, among other
things, that such expected use and investment will not violate the provisions of Section 148 of
the Internal Revenue Code of 1986, as amended.
Section 4. Effective Date. This resolution shall take effect immediately upon its
adoption.
ADOPTED the 31st day of August, 1999.
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COWER COUNTY INDUSTRlAL DEVELOPMENT
AUTHORlTY
By
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stlliretary
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