Resolution 1999-463RESOI.UTION
NO. 99- 4 63
..\ RESOI.UTION OF TIlE BOARI) OF COUNTY COMMISSIONERS OF
COI.I.i ER COUN'I'Y. FI.ORil)A APPROVING TIIE ISSUANCE AN!) SAI.F.
OF !IEAI.TIt FACII.ITY REVENUE BONDS BYTIIE COI.I.IER COUNTY
I IEAI.Til FACII.ITIES AUT!!ORITY, AS REQUIRED BY SECTION 147(0
¢)FTIIE INTERN,\I, REVENUE COI)E, ASA:MENDEI); AND PROVIDING
FOR OT!iER REI.ATED MATTERS.
\VItEREA,";, the (,oilier County Health Facilities Authority (the "Authority") is a body
corporate and politic oFCollicr County. Florida created by Collier County Ordinance No. 79-95 duly
adopted by the Board of ('mmty Commissioners on November 20. 1979 pursuant Io Pa~ III of
Claaptcr 154. Florida Stalulcs. as amended, (t)~e "Act") with the power to issue revenue bonds
the puq,oscs of Ilnancing a "project" as defined in the Act; and
\VI IL:RI%\S. The Moorings, Incorporated. a Florida not for profi! corporation. with certain
facilities located within the boundaries of Collier County, Florida.(thc "Borrower") has requested
the Authority to issue its revenue bonds as described below for the benefit of\he Borrower and to
loan all or a portion of the proceeds thereof to the Borrower for the purposes set forth herein; and
\\'1tER}!:\S. the Authority caused notice of a public hearing to consider approval of the
Bomb and the location and nature of the project to bc published on or bclbrc November 15. 199LL
in the Naples Daily News a newspaper ofgencral circulation in the County. and a copy of said nmicc
is attached as I(xhiNt ^ (lhc "Notice"); and
\VI IERI~AS. on November 30. 1999 a public hearing was held bv the Authority with regard
to the issuance oF the Authority's I tcaltb Facility Revenue Bonds ('the Moorings. Incoumratcd
Project) Series 20O{} in an aggregate principal amount not to exceed S33.000,000. at the conclusion
ofx~ hich hearing the Authority adopted the Resolution attached as Exhihit B (wilhm)l exhibits): and
\\"tIF. REAS. the proceeds of\he 1tonds will be used by the Authority to make a loan to
[3orrowcr to finance (including reimbursement to the Bomower ofpreviously incu~ed expenses in
connection with) and retinanee. which refinancing may include the rciinancing arid refunding of a
portion of the Authoritv's t lcalth Facility Refunding Revenue Bonds (The Moorings. Incoq, oratcd
Project) Series 1994. the cost of acquisition. construction and equipping of healthcare facilities
located at 120 Moorings Park Drive, Naples. Florida, within Collier County. Florkla and to pay the
costs of issuance of\he Bonds (all of\he properly financed and retinaneed with proceeds of\he
Bonds being owned and operated bv the Bo~ower): and
\VItEREAS. the Bonds will not be an obligation of\he County. anti will be payable solely
from funds oF\he Borroxver; and
WI iERI:~AS, pursuant to the requirements of\he Intemal Revenue Code of 1986, as amended
(the "(?ode"). as a prerequisite to the issuance of\he Bonds, it is necessary that the Board of County
Commissioners of Collier County, Florida approve the issuance thereof after said public hearing;
and
WItEREAS, the Board of County Commissioners desires to evidence approval of the
issuance of the Bonds solel.,,' to satisfy the requirements of the Code.
18J .!.
NO\V, TI IF. RI£FORF.. be il resolved bv the !'hmrd of ('ountv Commissioners of (.'oilier
County. Florida that:
Section 1. '¥be Board of County Commissioners hereby approves the issuance of the
Bonds solely for puqmscs of Section 147(0 ofthe Code.
Section 2. Tile Bonds shall not constitute a debt, liability or obligation o f('ollicr
[:forida. its Board of County Commissioners, or anv officers, agents or employees thereeL or of the
State of Florida or any political subdivision thereof, but shall be payable solely from the rcx'enucs
provided thcrctbr. and neither the faith and credit nor any taxing power of Collier County. Florida.
the grate of Florida or any political subdivision thereof is pledged to payment of the principal of.
premiun~. if any. and interest on the Bonds. No member ofthe Board of Countv Commissioners of
Collier County. Florida or any officer, agent or employee thereof shall be liable personally on the
Bonds by reason of their issuance.
Section 3. 'Ihis approval shall in no way be deemed to abrogate :,nv regulations of
Collier ('ounty. Florida. and any and all projects contemplated to be financed with the Bonds shall
be subject to all such regulations, including. but not limited to, the ('oilier L'ountv Growth
Management Plan. all concu~ency requirements contained therein. the Collier Counlv l.and
Development Code, and all applicable impact fee regulations.
Section 4. Ifany Section. paragraph. clause or provision ofthis l~,esolution shall be held
to be invalid or incffiective for any reason. the remainder of Illis Resolution slitill continue in full
lbrce and effect. it being expressly hereby found and declared that the remainder of Illis Resolution
would have been adopted ticspite tile invalidity or ineffectiveness ofsuch Section. paragraph. clause
or provision.
Section 5. This Resolution shall take ell;eel immediately upon its adoption.
PASS 1£1) and .,\doptcd tilis 14lb day of l)cccmber. 1999.
ATTEST:
Dwight I'2 Brock. Clerk
[)elmty k'
9n~,.ure or: lj.
COLLIER COUNTY, FI.ORII)A i~,Y
IfS BOARD OF COUNTY COMMISSIONI!RS
// ) .... .._. ,
Approved as to %nn and legal sufficiency:
l)avid C. Weigel. Corn ~t~?Attomey
^ II('C Rc~fiutmn ~,l ~
Naples Doily Ne~s
t~eples, FL 34102
Affidavit of Publication Naples Doily NO~S
PiCKgaRTH, DONALD P.A.
5150 TAMIAKI TRL N fi602
NAPLES FL 34103
REFERENCE: 0107~4
57964222 NOTICE OF PUBL]C HEA
State of Florida
County of Collier
Before the undersigned authority, personally
mppeared B. Lamb, who on oath says that she servel
as the Assistant Corporate Secertary of the Naples
O~tly News, a doily n~wspepor ~Jbltshed at Naplal,
in Collier County, Florida: that the attached
cop-/ of advertising was published in said
newspaper on dates listed.
Affiant further says that tile said N~ples Daily
News is a newspaper published at Naples, in said
Collier County~ Florida, end that the said
newspaper has heretofore been continuously
published in said Collier County, Florida, each
day and has been entered a~ secor~J class mail
matter at the post office in Naples, in
Collier County, Florida, for a period of I year
next preceding the first publication of the
attached copy of advertisement; end affiant
further says that she has neither paid nor
promised any person, firm or coporation any
discount, rebate, commission or refund for the
purpose of securing this advertisement for
publication in the said newspaper.
PUBLISHED ON: 11/15
AD SPACE: 150.0OO INCH
FILED ON: 11/15/99
Signature of Affiant ~-~/ ' / ~ .
both (t
curred
$t~u¢llon
106~Oed ~
on exl
of which
Borrower
clllh
All
(c) To cor~luct. er business of the Aufi
os may De necessary or desirable.
All InferesteQ persons ore Invited fo submit written
commenf~ ~r offend the heorlnD~ either personal y or
through their rei~reserfiafive, one Will be ~;11ven on
portunl~y to express their views concernrag ftte mot.
tars Prendlng before the Authority. Anyone desIris
make wr. lfien. comments In advance of' the hearing
may ser~ such comments 1o:
Coll~r County Heol~ Facilities Authority
¢/o ~enera! Counsel_
5150 Norfh. TamlamlTrall, Suite 602
No~les, Florida 3410~ . .
Wrl. ffen .Comments received In advance of the neorJng
ona oralcomments made at the hearing Ore for
~sil.~e/ofion Of the Aafilorlfy and will nofbJr~ the Au.
~ould any per,on decide fo appeal any ~lecLtlo
u~;n nearing, such person will need o recor~
of fhe prOceedlng~ and, foe that Purpose, such Perso~
may_need. fo enSure f.h~ a verb .aria. record af the pro
?_e_,oj..n~ IS ma~e, wh.l.c~. r..ecorcl mc~u~es the tesfimoe,
~,u ?v, aence. uPon wD. icn me aPp9ol Is to be
m a¢ceeaance w~m the Americanswith
wo~lh "ener~ ~Un~ squid contact Do~old A. Pick
· ~. ~,O . .,~(941) 263-8060nolafer~ha~
three (3) oaYl prJ. or to tna ~earlng. . .
~ This ~0fice ts given pur. suanf.fo Section
/.s/.Dp~ hold A. Pickworth ~' '
ASsistcot Secretary am:l General Counsel
November 15 NO. 15~791
EXIIIBIT A
1'O COUNTY RESOLUTION
P, ESOLUTION NO. 99-t~ /
A RESOI..UTION OF THE COLLIEP, COUNTY tIEAI,TH
FACILITIES AUTIIORITY AUTtIORIZING THE ISSUANCE OF
ITS t lEALTH FACILITY REVENUE BONDS (THE MOORINGS,
iNCORPORATED PROJECT), SERIES 2000 IN THE
AGGREGATE PRINCIPAI. AMOUNT OF NOT TO EXCEED
S33,000,000 FOR THE PURPOSF..S OF PROVIDING FUNDS TO
MAKE A LOAN TO THE MOORINGS, INCORPORATED (TILE
"BORROWER") FOR THE PURPOSES OF (i) IF SO
REQUESTED BY TI IE BOILROWER, REFUNDING A PORTION
OF THE AUTHORITY'S HEALTH FACILITY REFUNDING
REVENUE BONDS (THE MOORINGS, INCORPORATED
I'P, OJECT) SERIES 1994; (ii) REIMBURSING THE BORROWER
FOR TIlE COSTS OF ACQUISITION, CONSTRUCTION,
I!.QtJIPI'ING AND IMPROVING CERTAIN IIEALTH CARE
I':ACILITIES; (iii) FUNDING A DEBT SERVICE RESERVE
FI. JND AND (iv) PAYING A PORTION OF THE COSTS OF
ISSUING TIIE BONDS; t'ROVIDING A METIIOD TO
APt'P, OVE TIlE FORM OF. AND AUTtlORIZING TIlE
I:.XECUTION OF, A SECOND REI.ATEI) SUPPI.EMENTAI.
LOAN AGREEMENT, A BOND PURCHASF. AGREEMENT, A
SERIES 2000 BOND TRUST INDENTURE, AN ESCROW
DF.t'OSIT AGREEMENT AND A LETTER OF
REI'P,I-~SENTATIONS; APPOINTING A TRUSTEE; PROVIDING
A METHOD TO APPP, OVE THE FORM AND USE OF A
I'RI.~I.tMINARY OFFICIAL STATF. MENT AND AUTHORIZING
'DIE PREI'ARATION AND F. XECUTION OF AN OFFICIAL
STATEMENT AND TIlE USE THEREOF; PROVIDING FOR
THE AWARD OF THE SALE OF TIlE BONDS BY A
NEGOTIATED SAI.E; AUTtlORIZING THE MEMBERS OF
THE AUTtlORITY TO TAKE CERTAIN ACTION IN
CONNECTION WITH TIlE ISSUANCE OF 'File BONDS;
MAKING CF. RTAIN O'['IIER COVENANTS AND
..\GRF, EMENTS IN CONNI£CTION WITII TIlE ISSUANCE OF
TItF, BONDS: AND PROVIDING AN EFFECTIVE DATE.
WtlEREAS. The Moorings. lncorporatcd (the "Borrower") has requested the Collier
County I lealth Facilities Authority (the "Authority") to assist the Borrower in providing funds to
(i) reimburse the Borrower for the costs of acquisition, construction, equipping and improving of
certain health care facilities owned and operated by the Borrower (ii) and if so requested by the
Borrower, tel\red a portion of the Authority's Ilealth Facility Refunding Revenue Bonds (The
Mc~,.,rings. Incorporated Project). Series 1994, by the issuance by the Authority of its Health
Facility Revenue Bonds (The Moorings, Incorporated Project), Series 2000 in the principal amount
of m~t to exceed $33.00(}.()00 (the "Bonds"); and
EXtlIBIT B
TO COUNTY RESOLUTION
WIIF. REAS, the Authority and the Borrower expect to receive an offer from Salomon
Smith Barney Inc. (the "Original Purchaser") to purchase the Bonds, in the form of a bond
purchase contract, a proposed form of which has been provided to the Authority and is attached
hereto as Exhibit I) (the "Bond Purchase Agreement"): and
WI IF. REAS. it is necessary and desirable to provide a method to approve the form of and
atnhorizc the execution of a Series 2000 Bond Trust Indenture, a Second Related Supplemental
[.oan Agreement. an Escrow Deposit Agreement, a Letter of Representations with The Depository
Trust Company and the Bond Purchase Agreement, to provide a method to approve tim form of
a preliminary official statement and to authorize the preparation of an official statement for the
Bonds and to establish a method to specify the interest rates, maturity dates, redemption provisions
and other &:tails t;~r tile Bonds;
BF, [T RI.~SOI.VF.DBY THE COLI.IEI?, COUNTY HE,,\I.TIIFACILITIES
AUTlI()RITY, COI..I.IER COUNTY, FLOI?,II)A:
SF. CTION 1. AUTttORITY FOR Tills RESOLUTION. This resolution, hereinafter
called the "Resolutitm." is adopted pursuant to l'art II, Chapter 159 and Part III. Chapter 154,
Florida Statutes. and other applicable provisions of law.
SECTION 2. DF. FINITIONS. Unless the context otherwise requires, the terms used in
this t?,cs()luti(m in capitalized form and not otherwise dcfincd herein shall have tile meanings
specified in the Series 2000 Bond Trust Indenture a£tachcd hereto as Exhibit A (the "Indenture"),
the Second t?,elatcd Supplemental to Loan Agreement attached hereto as F, xhibit B (the
Agreement") and/or the Escrow Deposit Agreement attached hereto as Exhibit C (the "Escrow
Agreement"). Words importing singular number shall include the plural number in each case and
vice versa, and words importing persons shall include firms and corporations.
5I'~CTION 3. FINDINGS. It is herel:,)' ascertained. determined and declared as follows:
,,\. For the bt:nefit of the inhabitants of Collier County, the increase of their commerce,
welfare and pr(2spcrity, and the improvement of their health and living conditions it is essential
that tile inhabitants of said County have access tt~ adequate medical care and hea!th hcilitics.
B. The Authority is authorized by tile Act to issue its revenue obligations hereinafter
described and in the manner herein provided. to finance the cost of healthcare facilities such its
the Series 2000 Project and to rcfinance honds such as the Reftreded Bonds, for private nonprofit
users such as the F;orrmver, to the end that the Authority may be able to irnprove the public health
and the c~,mmcrc¢. welfare and p,'osperity of Collier County and its inhabitants. and the
requirements and criteria of tile Act relative to the ~ssuance of tht: Bonds have been met.
C. The issuance of the Bonds is appropriate to the neetIs and circumstances of Collier
C()tmty and its inhabitants and is necessary for the efficient and economic provision of adequate
medical care and health facilities within said County and shall serve a vital public purpose by
2
promoti~g the maintenance of the public health and by advancing the economic prosperity anti
general welfare of said County and its inhabitants.
I). Adequate provision will be made under the provisions of the Loan Agreement for the
pa.vmcnt ~)f the principal of. premium, if any, and interest on the Bonds. The Borrower is
financially responsible and willing to fulfill its obligations under the Loan Agreement.
E. The princip:.d of and premium, if any, and interest on the Bonds and all payments
required under the indenture shall be payable solely from the proceeds to be derived by tile
Authority under the Loan Agreement.and the Series 2000 Note, and the Authority shall never be
required to pay the principal of, premium, if any, or interest on the Bonds or to make any other
payments provided for under the Loan Agreement or the Indenture from any funds of the
Authority other than those derived by the Authority under the Loan Agreement, the Series 2000
Note or the special funds or accounts created in connection therewith; and the Bonds shall not
constitute a lien u?on any property of the Authority except as provided under and pursuant to tile
lrldentu re.
[:. 'File payments scheduled to be made by the Borrower to the Bond Trustee under tile
Loan Agreetncnt with respect to the Bonds will be sufficient to pay all principal of, premium, if
any, aml interest on the Bonds as the same shall become due, and to make all other payments
required by such L~an Agreement and the Indenture with respect to the Bonds.
G. '['hc Auth,~ritv has been advised that due to the desire to coordinate the sale of the
13{~nds ;~ud duc to the present high volatility t~f the market ft~r tax-exempt obligations such as the
Bonds. it is in the best interest of the Borrower to sell the Bonds by negotiated sale, and the
Authority, wishing to obtain the best interest rate on the Bonds for the benefit of the Borrower,
has detcrmined to sell the lidrids by negotiated sale to the Original Purchaser, permitting the
Authority to enter such market at tile most advantageous time, rather than at a specified advertised
date, and acct~rdingly it is in the best interest of the Authority that a negotiated sale of the Bonds
be authorized.
l.[. The .,\uthoritv has conducted a public hearing on this date for purposes of Section
147(I3 ~f the Code.
SF. CTI()N 4. AUTHORIZATION OF BONDS. t:or the purpose of providing funds to,
(i) if so requested by tile Borrower, refund the Refunded Bonds, (it) reimburse the Borrower for
Costs of the Series 2000 Project, (iii) make a deposit in the Reserve Fund as provided in the
Indenture and (iv) pay a potlitre of tile costs of issuance of the Bonds, obligations of the Authority
to be known as "l-fealth F;~cility Revenue Bonds (The Moorings, Incorporated Project), Series
2000" are hereby authorized to be issued in the aggregate principal amount of not exceeding
S33,000.000 in the form. manner and for the purposes described in tile Indenture. The Bonds will
be dated, will bear iracrest and will have such other specifications as provided in the Indenture
approved by the Chair (as defined in Section 5) pursuant to Section 5 hereof, provided that the
princip:}l amount or the P, onds shall not exceed $33,000,000, the final maturity date of the Bonds
3
16J 1
shall not bc later tMn 30 years after the date of issuance and the arbitrage yield on the Bonds
under Section 148 of the Code may not exceed 8.0%.
SF. CT[ON 5. THE INDENTURE. As security lbr tile payment of the principal of,
premium, if any, and interest on the Bonds. the Indenture, in the form of the draft thereof attached
hereto as [:.xhibit A, with, subject to the limitations set forth in Section 4, such changes, alterations
and corrections as may be approved by the Chairman or Vice-Chairman of the Authority (the
"Chair"), such approval to k.e conclusively presumed by the execution thereof by the Chair, is
hereby approved by the Authority, and the Authority hereby authorizes and directs the Chair to
execute the Indenture and any other member of the Authority (tile "Designated Member") to attest
thereto, and to deliver the Indenture to the Bond Trustee, all of the provisions of which, when
executed and delivered by the Authority as authorized herein, shall be deemed to be a part of this
Resolution as fully and to the same extent as if incorporated verbatim herein. The Bank of New
York is hereby appointed Bond Trustee to act under the Indenture.
SECTI()N 6. AUTIIORIZATION OF EXECUTION AND DELIVERY OF TIlE LOAN
AGREF. MENT. The I.oan Agreement, in the form of the draft thereof attached hereto as
Exhibit B. with, subject to the limitations set forth in Section 4, such changes, alterations and
corrections thereto as may be approved by the Chair, such approval to be conclusively presumed
by the execution thereof by the Chair, is hereby approved by the Authority, and the Authority
authorizes and directs the Chair to execute the I.oan Agreement and the Designated Member to
attest thereto, and to deliver the [.()an Agreement to the Borrower, all of the provisions of which,
when executed and delivered by the Authority as authorized herein shall be deemed to be a part
of this Rcsolutitm as fully and to tile same extent as if incorporated verbatim lierein.
SECTION 7, APPROVAL OF F. SCROW DF. POSIT AGREEMENT. The Escrow
Deposit Agreement (the "Escrow Agreement") is hereby approved by the Authority in the form
of the draft thereof attached hereto as Exhibit C, with such changes, alterations and corrections
as may be approved by the Chair, such approval to be conclusively evidenced by the execution of
the Chair of the Escrow Agreement, and the Chair is hereby nuthorized and directed by the
Authority to execute the Escrow Agreement, and the Designated Member to attest thereto, and to
deliver the Escrow Agreement to tile Bond Trustee (as defined therein) upon such execution. The
Escrow Agreement shall only be executed by the Authority anti the refunding of the Reftreded
Bonds described therein undertaken, if the Borrower shall so request, prior to the date of issuance
of the Bonds.
SECT[ON 8. SALE OF BONDS: EXECUTION AND DELIVERY OF Tile BOND
PURCHASE AGREEMENT. Subject to the limitations set forth in Section 4, the Chair is
authorized to award the sale of the Bonds to the Original Purchaser upon the terms :red conditions
set forth in tt~e Bond Purchase Agreement. Prior to the sale of the Bonds, the Original Purchaser
shall file with the Authority the disclosure statement required by Section 218.385, Florida Statutes,
anti competitive bidding for the Bonds is hereby waived. The Bond Purchase Agreement, in the
fi)rm of the draft thereof attached hereto as Exhibit D, with, subject to the limitations set forth in
Section 4. such changes, alterations and corrections thereto as may be approved by the Chair, such
approval m bc co~clusively presurned by the execution thereof by the Chair, is hereby approved
4
by the Authority, and, upon execution thereof by the Borrower the Authority authorizes and
directs the Chair to execute the Bond Purchase Agreement and to deliver the Bond Purchase
Agreement to tile Original Purchaser.
SECTION 9. APPROVAl. OF PRELIMINARY OFFICIAL STATEMENT AND
AUTHORIZATION OF OFFICIAL STATEMENT. ]'he Authority hereby approves the
Preliminary Official Statemeat for the Bonds, which shall be in the form of the draft thereof
attached hereto as Exhibit E, together with such changes, alterations and corrections therein as
may be approved by Donald A. Pickworth, general counsel to the Authority. and authorizes its
use by the Original Purchaser in connection with the marketing of the Bonds. Donald A.
Pickworth. general comzsel to the Authority, is hereby authorized to "deem final" the Preliminary
Official Statement for ~t~e Bonds, for purposes of Securities and Exchange Commission Rule 15c2-
}.2. ]'he Authority hereby approves preparation of an Official Statement relating to the Bonds,
which shall be in the form of the Preliminary Official Statement with such changes, alterations and
corrections therein as shall be necessary to reflect the terms of the Bonds and such other matters
as may bc approved by the Chair, such approval to be conclusively established by execution of
such Official Statement by the Chair, and the Authority authorizes and directs the Chair to execute
the Official Statement as so approved in tile name of the Aulhority.
SIK:TI()N 10. BOOK-ENTRY SYSTEM. Attached hereto as Exhibit [: is a Letter of
Representations among the Authority, The Depository Trust Company and the Bond 'trustee. The
form of stlch Letter of Representations, with such changes, alterations and corrections thereto as
may be approved by the Chair, such approval to be conclusively presumed by the execution
thereof by the Chair. is hereby approved by the Authority, and the Authority authorizes and
directs ~hc Chair to execute the I..e~ter of Representations and to deliver the same [o the Bund
'l'mstce.
St'~CTION I1. NO PERSONAL I.IABI[,ITY. No covenant. stipulation, obligation or
agreement herein contained or contained in the l.oan Agreement, the Indenture, the First
Supplemental Indenture, tile Master Indenture, tile Escrow Agreement, the Bond Purchase
Agreement, the Letter of P, cpresentations, the Bonds, or any instrument contemplated thereby shall
be deemed to bca covenant, stipulation, obligation or agreement of any officer, member, agent
or employee of the Authority in his or her individual capacity, and no member of the Authority
executing the Bonds or other documents herein mentioned shall be liable personally thereon or be
subject to any personal accountability by reason of the issuance or execution thereof.
SECTION 12. NO THIRD PARTY BENEFICIARIES. Except as herein or in the
documents herein mentioned otherwise expressly provided, nothing in this Resolution or in such
documents. express or implied, is intended or shall be construed to confer upon any Person other
than the Authority, rile Borrower, the ttolders of the Bonds, the Original Purchaser and the Bond
Trustee any right, remedy or claim, legal or equitable, under and by reason of this Resolution or
any provision hereof or of such documents; this Resolution and such documents being intended
to be and being for the sole and exclusive benefit of such parties.
5
16J ,..
SECTION 13. I'REREQUISH'F.S PERFORMED. All acts, conditions and prerequisites
relating to the passage of this Resolutkm and required by the Constitution or laws of the State of
Florida to happen, exist and bc performed precedent to and in the passage hereof have happened,
exist and have been performed as so required.
SECTION 14. GENERAL AUTIIORITY. Tile Chair and any and all other members of
the Authority are hereby authorized to do all acts and tilings required of them by this Resolution,
the Bond Purchase Agreement, tile Master Indenture, the First Supplemental Indcntt,re, tile Loan
Agreement, tile Escrow Agreement, the lazttcr of Representations or the Indenture or desirable or
consistent with the requirements hereof or thereof, for the full punctual and complete performance
of all terms, covenants and agreements contained in the Bonds, the I.oan Agreement, the Escrow
Agreement, the Master Indenture, the Bond Purchase Agreement. the l.etter of R. epresentations.
the Indenture and this Resolution. The Chair, any other member of the Authority, and tile Bond
Trustee are jointly and scvcrally authorized to subscribe filr tile purchase by the Authority of
United States Treasury Obligations-State and Local Government Series in connection with any
refunding of the Refurtdcd Bonds.
SECTION 15. RF. SOI,UTION CONSTITUTES A CONTRACT. The Authority
coverants and agrees that titis Itcsolution shall constitute a conm~ct between tile Authority and tile
1Ioldcrs from time to time of the Bonds and that all covenants and agreements set forth herein and
in the l.oan Agreement, tile Indenture, the Escrow Agreement, the Bond Purchase Agreement, the
Letter of Representations and the Master Indenture to be pertbrined by the Authority shall be for
the equal and ratable I~cncfit and security of all lltriders of tile Bonds.
SECTION 16. SF. VI!RAI!II.ITY. If any one or more of the covenants, agreements, or
provisions contained herein or in the Bonds shall be held contrary to any express provisions of law
or contrary to the policy of express law, though not expressly prohibited, or against public policy,
or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions
shall be null and void and shall be deemed separable from the remaining covenants, agreements,
or provisions hereof and thereof and shall in no way affect the validity of any of the other
provisions of this Resolution or of the lionds.
SECTION 17. REPi.;AI.ER. All resolutions or parts thereof of the Authority in conflict
with the provisions herein contained are, to the extent of any such conflict. hereby superseded and
repealed.
SECTION 18. EI:FIiCTIVI'; I)ATE. This licsolu~ion shall take effect immediately upon
its adoption.
Passed and adopted this 30th day of November, 1999.
COLLIER COUNTY IIEAI.TII
FACILITIES AUTI IORITYff~)
Chairman
6