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Agenda 01/25/2011 Item #16K2 . . . 1/2S/2011 Item 16.1<.2. EXECUTIVE SUMMARY Request by the Collier County Industrial Development Authority for approval of a resolution authorizing the Authority to issue revenue bonds for healthcare facilities at Naples Community Hospital. OBJECTIVE: To accomplish the necessary approvals to authorize a proposed revenue bond issue by the Collier County Industrial Development Authority (the "Authority") to be used by Naples Community Hospital, Inc., (''NCH'') to (1) finance, refinance, or reimburse itself for the cost of acquisition of the capital assets of various physician and medical practices heretofore or hereafter acquired by NCH and the cost of constructing and equipping healthcare facilities, including patient rooms on the 5th and 6th floor and other facilities, renovations, and equipment upgrades in the North Naples patient tower, the Naples Heart Institute and other facilities, renovations, and equipment upgrades at the Downtown Campus, and the acquisition of the Medical Arts Building, located at 773 4th Ave N., Naples, Florida 34110, and (2) to refund all or a portion of the outstanding (a) City of Naples, Florida Hospital Refunding Revenue Bonds (Naples Community Hospital, Inc. Project), Series 1993 and (b) City of Naples, Florida Hospital Revenue Bonds (Naples Community Hospital, Inc. Project), Series 1996, (c) Collier County Industrial Development Authority Health Care Facilities Revenue Bonds (Naples Community Hospital, Inc. Project), Series 2004 and (d) Collier County Industrial Development Authority Health Care Facilities Revenue Bonds (Naples Community Hospital, Inc. Project), Series 2002 (collectively, the lIProjectll). CONSIDERATIONS: This is are-authorization of the approval given by Resolution 2010-235 adopted by the Board on December 14, 2010. Subsequent to the adoption of the Board resolution the Authority adopted a bond resolution and issued a portion of the bonds authorized. Naples Community Hospital has requested the Authority to amend the definition of the Project to be funded by the Bonds to include the acquisition of the capital assets of certain physician and medical practices acquired or to be acquired by NCH and the possible refunding of two additional outstanding bond issues. This amendment necessitates a new public notice and public hearing by the Authority and a new approving resolution by the County. A new public notice was published in the Naples Daily News on January 10, 2011. The Authority met on January 24,2011, and heard presentations from NCH officials. No members of the public attended the meeting or submitted comments. At the conclusion of the public hearing the Authority determined to proceed with the financing and adopted a bond resolution evidencing such approval (the "Authority Resolution", attached to the proposed County C:\Program F"lI..\N~..C4llIl~ Coavata\lomp\1866329.doc Packet Page -935- . . . 1/2S/2011 Item 16.1<.2. Resolution as Exhibit A).l The notice published in the Naples Daily News is attached as Exhibit E to the Authority Resolution (the other exhibits are not attached as they are very voluminous). In addition to approval by the Authority after a public hearing, Federal tax law requires that the governing body of the issuer's jurisdiction must also approve the bond issue. A Resolution for the Board to adopt is attached, and the Authority Resolution is attached to the proposed County Resolution as an exhibit. AB are all revenue bonds of this type, these bonds are based on revenues of the proj ect and are not obligations of the County. There is no pledge of any taxes, nor a pledge of any revenues except the revenues ofNCH. Neither the County, the Board, the Authority, nor any officer of the County is liable for their payment. Further, the Resolution expressly provides that this approval by the Board does not abrogate any County or City regulations, including land use regulations. FISCAL IMP ACT: This program does not require any contribution from the Board of County Commissioners or any other County agency. On the other hand, the construction of these facilities has a positive fiscal impact on the community by creating additional employment and local expenditures. NCH has a significant impact on the local economy, with an annual budget expense of approximately $500 million. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office, is legally sufficient for Board action and only requires a simple majority vote-SRT. GROWTH MANAGEMENT IMP ACT: The adoption of the attached resolution will have no adverse growth management consequences. The facilities are being constructed in accordance with all County or City growth management regulations as applicable, and are subject to the LDC, the Growth Management Plan, concurrency requirements, and the payment of impact fees. All facilities are authorized by existing zoning. RECOMMENDATION: The Board of County Commissioners adopt the attached Resolution. Prepared by: Donald A. Pickworth, Counsel Collier County Industrial Development Authority 1 The foregoing comments (and some that follow) regarding the January 24,2011, Authority meeting is anticipatory due to the need for the early submission of this item in the agenda. Should the result of that meeting or facts SUIl'Ounding this item change prior to the Commission meeting, such facts will be brought to the Cnmmi~don prior to consideration of this item. C:\ProgDm FiI..\Ncevi..CPJn\Documont Couvonontemp\1866329.doc Packet Page -936- . . . 1/25/2011 Item 16.K.2. COLLIER COUNTY Board of County Commissioners Item Number: 16.K.2. Item Summary: Request by the Collier County Industrial Development Authority for approval of a resolution authorizing the Authority to issue revenue bonds for healthcare facilities at Naples Community Hospital. Meeting Date: 1/25/2011 Prepared By Name: CrotteauKathynell Title: Legal Secretary,County Attorney 1/13/2011 2:47:00 PM Approved By Name: TeachScott Title: Deputy County Attorney,County Attorney Date: 1/14/20114:03:05 PM Name: KlatzkowJeff Title: County Attorney, Date: 1/14/2011 4:20:28 PM Name: GreenwaldRandy Title: Management/Budget Analyst,Office of Management & B Date: 1/14/2011 5:00:39 PM Name: KlatzkowJeff Title: County Attorney, Date: 1/18/201111:21:57 AM Name: IsacksonMark Title: Director-Corp Financial and Mgmt Svs,CMO Date: 1/18/2011 2:49:36 PM Packet Page -937- 1/25/2011 Item 16.K.2. .- RESOLUTION NO. 2011-_ A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND SALE OF REVENUE BONDS IN ONE OR MORE SERIES BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED BY SECI10N 147(f) OF THE INTERNAL REVENUE CODE, AS AMENDED; AND PROVIDING FOR OTHER RELATED MA'ITERS. e. WIiEREAS, the C~lIier. County Industrial Development AuthoritY (the "Authority,,) is a body corporate and politic of Collier County, Florida ("Collier County") created by Collier County Resolution No. 79-34 duly adopted by the Board of County Commissioners on February 27, 1979 pursuant to Part ill of Chapter 159, Florida Statutes, as amende~ with the power to issue revenue bonds for the purposes of fmancing or refinancing the costs of a "project" as defined in Parts n and III of Chapter 159, Florida Statutes, as amended; and WHEREAS, Naples Community Hospital, Inc., and its sole member, NCH Healthcare System, Inc. and NCHMD, Inc. (the sole member of which is NCH Healthcare System, Inc.) each a Florida not-for-profit corporation (collectively, the "Corporation"), has requested the Authority to issue its Hea1thcare Facilities Revenue Bonds (NCH Healthcare System Project), (the "Bonds") in one or more series for the principal purposes of making a loan or loans to the Corporation to finance or reimburse the Corporation for the costs of the Project and to refund the Refunded Bonds (as such terms were originally defined in the Inducement Resolution described below), fund any necessary reserves and to pay certain expenses incurred in connection with the issuance of the Bonds; and '. .. WHEREAS, Section 147(t) of the Internal Revenue Code of1986, 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 or refinanced with the proceeds of tax -exempt bonds is located is to approve the issuance of such bonds after a public hearing; and . '. '. ',. WImREAS, the Board of County Commissioners of Collier County, Florida (the "Board") is the elected legislative body of the County; and .; . . "'" WHEREAS, the Authority caused a notice of a public hearing to consider approval of the Bonds and the location and nature of the Project to be published on November 1,2010 in the Naples Daily News. a newspaper of general circulation in Collier County, a copy of said notice being attached to the Inducement Resolution described herein (the "Original Notice"); and .. , . .. WHEREAS, the Authority held a public hearing on November 16, 2010, pursuant to the . Notice and adopted an inducement resolution (the "Inducement Resolution") authorizing the issuance of the Bonds, and recommended to the Board that it approve the issuance of the Bonds in accordance with Section I 47(f) of the Code; and . WHEREAS, by Resolution 2010-235 (the 1l000ginal Approving Resolution") adopted on December 14,2010 the Board approved the issuance of the Bonds by the Authority for the purposes set forth in the Inducement Resolution; and :.. Packet Page -938- . ... . .:, 1/25/2011 Item 16.K.2. WHEREAS, subsequent to the adoption of the Original Approving Resolution, the Corporation requested an amendment to the description of the Project and the Refunded Bonds and in connection therewith the Authority caused a new notice of a public hearing to consider such amendments to be published on January 10,2011 in the Naples Daily News, a copy of such notice being attached to the Bond Resolution described herein (the "Amended Notice"); and .' WHEREAS, the Authority held a new public hearing on January 24, 2011 pursuant to the Amended Notice and adopted a Bond Resolution (the "Bond Resolution") authorizing the amendment of the description of the Project and the Refunded Bonds and the issuance of the Bonds for the purpose offinancing (and reimbursing the Corporation for) the costs of the Project and the refimding of the Refunded Bonds (as described in the Amended Notice) in accordance with the provisions of Section 147(f) of the Code, a copy of which Bond Resolution is attached hereto as Exhibit A; and WHEREAS, for the reasons set forth above, it appears to the Board that the approval of the issuance and sale of such Bonds to finance (or reimburse the Corporation for) the costs of the Project and the refunding of the Refunded Bonds (as such tenns were modified pursuant to the Amended Notice and the Bond Resolution), as required by Section] 47(f) of the Code is in the best interests of Collier County, " " NOW, THEREFORE, BE IT RESOLvED By'riIE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, mAT: SECTION 1. . APPROVAL OF ISSUANCE OF THE BONDS. ThisBoardhereby approves the issuance of the Bonds by the Authority for the purposes dcscribed in the Amended Notice pursuant to Section 147(f) of the Code. The Bonds shall be issued in such series, in such aggregate principal amount (not to exceed $150,000,000), bear interest at such rate or rates, mature in such amount or amounts and be subject to redemption as are approved by the Authority without the further approval of this Board. To the extent of any conflicts between this resolution and the Original Approving Resolution and the Original Notice and the Amended Notice, the provisions of this resolution and the Amended Notice shall prevail. .:: The Bonds shall not constitute a debt, liability or obligation of Collier CoUnty, the Board, any' officer, agent or employee of Collier County, the State of Florida or any political subdivision thereof, but shall be payable solely from the revenues provided therefor, and neither the faith and credit nor any taxing power of Collier County or the State of Florida or any political subdivision thereof is pledged to the payment of the principal of, premium, if any, and interest on the Bonds. No member of the Board or any officer or employee thereof shall be liable personally on the Bonds by reason of their issuance. .... . . This approval shall in no way b~ deemed to abrogate any reguiati~ns of Coliier County for any portions of the Project located within the regulatory jurisdiction of Collier County. The Project shall be subject to all such regulations, including, but not limited to, the Collier County Growth Management Plan and all concurrency requirements contained therein and the Collier County Land Development Code. .'. 2 Packet Page -939- 1/2S/2011 Item 16.K.2. ." " " "" SECTION 2. SEVERABll..ITY. If any section, 'Par8graPh, clause"or Provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision. . SECTION 3. "EFFECTIVE DATE: This Resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded. -.: PASSED and Adopted this 25th day of January, 2011. ATIEST: Dwight E. Brock, Clerk COLLIER COUNTY, FLORIDA BY "" ITS BOARD OF COUNTY COMMISSIONERS By: Deputy Clerk Fred W. Coyle, Chairman [SEAL] Approved as to form and legal sufficiency: "":" " ~'lJj( ~~I ... ... ..... Sco R Teach, Deputy County Attorney : ' " """ :".'. " " ~ . 3 Packet ~age -940- " e. 1/25/2011Iter:n 16..K.2. RESOLUTION NO. 201.1.-01 '- .' A RESOLUTION OF THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (THE "AUTHORITY") PROVIDING FOR THE ISSUANCE BY TIlE AUTHORITY OF NOT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF' ITS HEALTHCARE FACILITIES REVENUE BONDS, SERIES 2011 (NCB HEAL TI-ICARE SYSTEM PROJECT) IN ONE OR MORE SERIES FOR THE PRINCIPAL PURPOSE OF LOANING TIIE PROCEEDS .' THEREOF TO NAPLES COMMUNITY HOSPITAL, INC. AND RELATED PARTIES TO FINANCE AND REFINANCE THE COSTS OF CERTAIN CAPITAL IMPROVEMENTS TO OR FOR HEALTHCARE FACILITIES LOCATED OR TO BE LOCATED IN COLLIER COUNTY, FLORIDA AND REFUNDING ALL OR A PORTION OF ONE OR MORE OF TIffi OUTSTANDING (A) CITY OF NAPLES, FLORIDA HOSPITAL REVENUE BONDS (NAPLES COMMUNITY HOSPITAL, INC. PROJECT), SERIES 1993 AND SERIES 1996 AND/OR (B) COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY HEALTHCARE FACILITIES REVENUE BONDS (NCH HEAL THCARE SYSTEM, INC. OBLIGATED GROUP), SERIES 2002 AND HEAL THCARE FACILITIES REVENUE BONDS (NAPLES 'COMMUNITY HOSPITAL, INC. PROJECT), SERIES 2004; PROVIDING FOR CERTAIN RlGHTS OF THE OWNERS OF SUCH BONDS AND FOR THE PAYMENT TI-IEREOF; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH . THE ISSUANCE OF SUCH BONDS; AUTHORIZING A DELEGATED NEGOTIATED SALE OF SUCH BONDS TO THE UNDERWRlTER REFERRED TO HEREIN; PROVIDING CERTAIN TERMS AND DETAILS OF SAID BONDS, INCLUDING CONFIRMING THE SALE THEREOF; AUTIIORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE INDENTURES, LOAN AGREEMENTS, PURCHASE CONTRACTS AND ALL OTI.IER RELATED INSTRUMENTS INCLUDING, WITHOUT LIMITA TION, TAX AGREEMENTS; PROVIDING FOR OTIIER MISCELLANEOUS MATTERS IN CONNECTION WITH THE FOREGOING; AND PROVIDING FOR AN .' EFFECTIVE DATE FOR THIS RESOLUTION. .j . . . . . ',. . " BE IT RESOLVED BY THE COLLIER COUNTY INDUSTRIAL. DEVELOPMENT AUTHORITY, COLLIER COUNTY, FLORIDA, THAT: .' ,EXHIBIT A TO COUNTY RESOLUTION' Packet Page -941- , . ., . " . 1/2S/2011Item 16.K.2. . . SECTION 1. AUTHORITY FOR TIllS RESOLUTION. This Resolution "" is adopted pursuant to the provisions of Chapter 159, Parts II and III, Florida Statutes, and other applicable provisions of law. . SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms used in this Resolution shall have the meanings specified in this section. Any capitalized terms used but not otherwise defmed herein shall have the meanings assigned such terms in the Indenture (defined herein). Words importing the singular shall include the plural, words importing the plural shall include "the singular, and words importing persons shall include corporations and other entities Of associations. "Act" means the Constitution and laws of the State of Florida, particularly Chapter 159, Parts II and III, Florida Statutes, and other applicable provisions oflaw. "Authority" means the Collier County Industrial Development Authority, Collier County, Florida, a public body corporate and politic and an industrial development authority under the Act. "Authority's Counsel" means Donald A. Pickworth, P.A., Naples, Florida. "Bond Counsel" means the law firm of Nabors, Giblin & Nickerson, P.A., . " .' ". Tampa, Florida or a firm of nationally recognized standing in the field of municipal . . finance law whose opinions are generally accepted by purchasers of public obligations . and who is acceptable to the Trustee. .. ., "Bonds" means the Healthcare Revenue Bonds of the Authority issued in one or more series from time to time for the bcnefit of the Corporation for one or more of the purposes set forth herein. "Code" means the Internal Revenue Code of 1986t as amended from time to time, . "including, when appropriate, the statutory predecessor thereof, or any applicable corresponding provisions of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context hereof, includes interpretations thereof contained or set forth in the applicable regulations of thc Department of the Treasury (including applicable final or temporary regulations and also including regulations issued pursuant to the statutory predecessor of the Code), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings), and applicable court decisions. "Corporation" means Naples Community Hospital, Inc., a Florida not-for-profit corporation, and any surviving, resulting, or transferee entity as provided in the Loan Agreement. The term Corporation also includes (i) NCII Healthcare System, Inc., a "Florida not-for-profit corporation and the solc member of Naples Community Hospital, 2 ... . . Packet Page -942- ': ..... .. .' . .. ." ". 1/25/2011 Item 16.K.2. . Inc. (the "System") and (ii) NCHMD, Inc., a Florida not-far-profit corporation, the sole member of which is the System. . .,' "County" means Collier County, Florida, a political subdivision of the State. "Indenture" means the Trust Indentures(s), to be executed by the Authority and the Trustee, substantially in the form attached hereto as Exhibit C and incorporated herein by reference. "Inducement Resolution" means Resolution No. 2010-03 of the Authority adopted on November 16, 2010 in connection with the issuance of the Bonds, the refunding of the Refunded Bonds and the financing, refmancing and reimbursement of the costs of the Project. . "Loan Agreement" means the Loan Agreements(s), to be executed by and between the Authority and Corporation substantially in the fonn attached hcreto as Exhibit B and incorporated herein by reference. "Master Indenture" means the First Amended and Restated Master Trust Indenture, dated as of December 1, 1986, as supplemented and amended, between the Corporation and the Master Trustee. . . . . . "Master Trustee" means Wells Fargo Bank, National Association (as successor Trustce), and any successor Master Trustce under the Master Indenture. "Purchase Contract" means, the Bond Purchase Contract(s) among the '. Authority, the Corporation and the Underwriter substantially in the form attached hereto as Exhibit A and incorporated herein by reference. "Refunded Bonds" mcans, collectively, the Series 1996 Bonds, the Serics 1993 Bonds, thc Series 2002 Bonds and the Series 2004 Bonds. .. 3 .. . .' Packet Page -943- '.. . 1/25/2011 Item 16.K.2. : "Refunded Bonds Projects" means, collectively, the healthcare facilities financed and refinanced with the proceeds of the Refunded Bonds. ..... . "Secretary" means the Secretary, any Assistant Secretary or any other representative of the Authority appointed for the purpose of attesting to the signatures of thc Chairman or Vice Chairman. "Series 1993 Bonds" means the outstanding City of Naples, Florida Hospital' . Revenue Bonds (Naples Community Hospital, Inc. Project), Series 1993, issued on August 13, 1993 for the principal purpose of financing and refinancing the costs of certain healthcare facilities. "Series 1996 Bonds" means the outstanding City of Naples, Florida Hospital Revenue Bonds (Naples Community Hospital. Inc. Project), Series 1996, issued on November 19, 1996 fOf the principal purpose of financing and refinancing the costs of the certain healthcarc facilities. . . "Series 2002 Bonds" means thc Authority's 'outstanding Health Care Facilities Rcvenue Bonds (NCH Healthcare System, Inc. Obligated Group), Scries 2002, issued on November 26, 2002 for the principal purpose of financing and refinancing the costs of certain healthcare filCilities. . "Series 2004 Bonds" means the Authority's outstanding Healthcare Facilities Revenue Bonds (Naples Community Hospital, Inc. Project), Series 2004, issued on August 31, 2004 [or the principal purpose of financing and refinancing the costs of certain health care facilities. "Series 2011 Bonds" means the Authority's Healthcare Facilities Revenue Bonds (NCH lIealthcare System Project), Serics 2011 (or such other Series designations as may be determined in accordance with the terms hereof) issued under the Indenture in the aggregate principal amount of not to exceed $120,000,000, substantially in the form and with the rates of interest, maturity dates and other details provided for in the Indenture or otherwise established in accordance with the terms hereof and thereof. "State" means the State of Florida. "Tax Agreement" means the Tax Exemption Agreement(s) and Certificate(s) to be executed by the Authority and the Corporation in connection with the issuance of the Series 2011 Bonds. . . . . "Underwriter" means, collectively, Morgan Stanley & Co. Incorporated and all other underwriters identified in the Purchase Contract. . . '. -.. . . 4 Packet Page -944- .: . .-- .- -:. 1/25/2011 Item 16.K.2. -- SECTION 3. as follows: FINDINGS. It is hereby ascertained, determined and declared A. The Authority is a public body corporate and politic and an industrial development authority duly created and existing under the laws of the State of Florida, and is duly authorized and empowered by the Act to finance and refinance the acquisition, construction, reconstruction, improvement, rehabilitation, renovation, expansion and enlargement, or additions to, furnishing and equipping of any capital project, including any private non-profit "health care facilities" (as the quoted term is described in the Act), including land, rights in land, buildings and other structures, machinery, equipment, appurtenances and facilities incidental thereto, and other improvements necessary or convenient therefor. _ . B. The Corporation has heretofore requested the Authority to assist the Corporation by financing, refinancing and reimbursing the Corporation for the costs of the Project and the refunding of all or a portion of the Refunded Bonds through the i~suance by the Authority of not exceeding $150,000,000 in aggregate principal amount of Bonds in one or more Series from time to time. C. Pursuant to the Inducement Resolution, the Authority, in accordance, with all requirements of law, and after a public hearing duly held at its meeting on November 16, 2010, upon reasonable public notice setting forth the location and nature of the Project and the Refunded Bonds (as such terms were defined in the Inducement Resolution), which notice was published on November I, 2010 in the Naples Daily News, a newspaper of general circulation in Collier County, a copy of said notice being attached to the Inducement Resolution (the "Original Notice"), at which hearing members of the public were afforded reasonable opportunity to be heard on all matters pertaining to the issuance of the Bonds for the benefit of the Corporation and the location and nature of the Project and the Refunded Bonds (as sueh tenns were defined in the Inducement Resolution), approved the issuance of the Bonds, the financing and refinancing of the costs of the Project and the refunding of the Refunded Bonds (as such terms were defined in the Inducement Resolution) in accordance with Section 147(f) ofthe Code. D. The County, by resolution duly adopted on December 14, 2010 (the 1I0riginal County Approving Resolution"), in accordance with all requirements of law, approved the issuance of the Bonds by the Authority and the use of the proceeds thereof to finance and refinance the costs of the Project and refund the Refunded Bonds (as defined in the Inducement Resolution and the Original Notice). E. Pursuant to a Bond Resolution adopted 'on December 15, 2010 (the "2010 Bond Resolution"), the Authority approved the issuance of not exceeding $30,000,000 aggregate principal amount of its Healthcare Facilities Revenue Bonds, Series 2010 5 :' '. Packet Page -945- 1/25/2011 Item 16.K.2. . (NCH Healthcare System Prqject) for the principal purpose of financing a portion of the costs of the Project (as described in the Inducement Resolution and Original Notice), which Series 2010 Bonds were issued on December 30, 2010 in the aggregate principal amount of$30,000,000. .... F. Subsequent to the adoption of the Inducement Resolution, the Original County Approving Resolution and the 2010 Bond Resolution, the Corporation requested an amendment to the description of the Project and the Refunded Bonds and in connection therewith the Authority caused notiCe of a new public hearing to consider such amendments to be published on January 10, 2011 in the Naples Daily News. a copy of such notice being attached as Exhibit E hereto (the "Amended Notice"); and G. In order to satisfy certain of the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the Authority did on the date hereof hold a public hearing on the proposed issuance of tbe Bonds for the purposes herein and in the Amended Notice stated, which date is more than 14 days following the first publication of the Amended Notice 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 and the Refunded Bonds, as more particularly described in the Amended Notice; and H. The Corporation has, after consulting with its financial advisor and the Underwriter, determined that market and other conditions are now conducive to proceed with the financing and refinancing of the costs of the Project and the refunding of all or a portion of the Refunded Bonds with the proceeds of the Series 2011 Bonds. 1. Upon consideration of the documents described herein and the information presented to the Authority at or prior to the adoption of this Resolution, the Authority has made and does hereby make the following findings and determinations: (1) Each of the Project and the Refunded Bonds Projects consists or consisted of the financing and the refinancing of the cost of acquisition, construction, renovation and equipping of certain capital improvements to the Corporation's health care facilities, said Project and Refunded Bonds Projects either being or to be owned and operated by the Corporation in its business of providing health care services in the County and the State. (2) The Corporation has shown that the Project and the Refunded Bonds Projects alleviated or will alleviate unemployment in the County by creating additional jobs in the County and the State, foster or will foster the economic growth and development and the industrial and business development of the County and the State, had or will have the incidental effect of adding to the tax 6 Packet Page -946- ... .'. ..... . .. . ., .', 1/25/2011 Item 16.K.2. :, " base, and served or will serve other predominantly public purposes as set forth in the Act. It is desirable and will further the public purposes of the Act, and it will most effectively serve the purposes of the Act, for the Corporation to (i) finance and refinance the costs of the Project and (ii) refinance the costs of the Refunded Bonds Projects through the refunding of all or a portion of the Refunded Bonds, and for the Authority to issue and sell the Series 2011 Bonds for the purpose of providing funds to finance and refinance the costs of the Project and to refinance the costs of the Refunded Bonds Projects through the refunding of all or a portion , of the Refunded Bonds, all as provided in the Indenture, which contains or shall contain such provisions as are necessary or convenient to effectuate the purposes of the Act. (3) The Project 'and the Refunded Bonds Projects were or are appropriate to the needs and circumstances of, and have made or will make a significant contribution to, the economic growth of the County; have provided or will provide or preserve gainful employment; and have served or will serve a public purpose by advancing the economic prosperity, public education, and the health and general welfare of the County, the State and its people in accordance with Section 159.26 of the Act. (4) Taking into consideration repi~sentations made to the Authority by the Corporation and based on other criteria established by the Act, as of the date hereot: the Corporation is financially responsible and fully capable and willing (a) to fulfill its obligations under the Loan Agreement, the Master Indenture, and any other agreements to be made in connection with the issuance of the Series 2011 Bonds and the use of the Series 2011 Bond procecds for fmancing and refinancing the costs of the Project and refinancing the costs of the Refunded Bonds Projects through the refunding of all or a portion of the Refunded Bonds, including the obligation to make loan payments or other payments due under the Loan Agreement or the Master Indenture in an amount sufficient in the aggregate to pay all of the principal of, purchase price, interest and redemption premiums, if any, on the Series 2011 Bonds, in the amounts and at the times required, (b) to operate, repair and maintain at its own expense the Project and the Refunded Bonds Projects, and ( c) to serve thc purposes of the Act and such other responsibilities as may be imposed under such agreements. (5) Based on the representations of the Corporation, the County and other local agencies have been or will be able to cope satisfactorily with the impact of the Project and the Refunded Bonds Projects and have been or will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services necessary for the operation, repair and 7 ' .:1 Packet Page -947-' 1/2S/~011Item 16.K.2. . maintenance of the Project and Refunded Bonds Projects on account of any increase in population or other circumstances resulting therefrom. (6) Adequate provision is made under the Loan Agreement and the Master Indenture for the operation, repair and maintenance of the Project and the Refunded Bonds Projects at the expense of the Corporation, for the payment of the principal of, purchase price, premium, if any, and interest on the Series 2011 Bonds when and as the same become due, and payment by the Corporation of all other costs in connection with the financing, refinancing, operation, maintenance and administration of the Project and Refunded Bonds Projects which werc not paid out of the proceeds from the sale of the Refunded Bonds, being paid out of the proceeds ofthe Series 2011 Bonds or otherwise. (7) The costs of the Project being financed and refinanced and the costs of the Refunded Bonds Projects being refinanced with thc proceeds of the Series 2011 Bonds constitute "costs" ofa "project" within the meaning of the Act. .: . . (8) The principal of, premium, if any, and interest on the Series 2011 Bonds and all other pecuniary obligations of the. Authority under thc Loan Agreement, the Indenture, or otherwise, in connection with the fmancing and refinancing of the Project and the refmancing of the Refunded Bonds Projects through the refunding of all or a portion of the Rcfunded Bonds, or the issuance of the Series 2011 Bonds, shall be payable by the Authority solely from (a) the loan payments and other rcvenues and proceeds reccived by the Authority under the Loan Agrcement and the Master Indenture, (b) the operation, sale, lease or other disposition of the Project or the Refunded Bonds Projects, including proceeds.. from insurance or condemnation awards and proceeds of any foreclosure or other realization upon the liens or security interests under the Loan Agreement, the Indenture or the Master Indenture, and (c) the proceeds of the Series 2011 Bonds and income from the temporary investment of the proceeds of the Series 2011 Bonds or of such other revenues and proceeds, as pledged for such payment under and as provided in the Indenture and the Master Indenture. Neither the faith and credit nor the taxing power of the Authority, the County, the State or of any political subdivision or agency thereof is pledged to the payment of the Series 2011 Bonds or of such other pecuniary obligations of the Authority, and neither the Authority, the County, the State nor any political subdivision or agency thereof shall ever be requircd or obligated to levy ad valorem taxes on any property within their territorial limits to pay the principal of, purchase price, premium, if any, or interest on such Series 2011 Bonds or other pecuniary obligations or to pay the same from any funds thereof other than such revenues, receipts and proceeds so pledged, and the Series 2011 Bonds shall not constitute a lien upon any property owned by the Authority, the County or the State or any political subdivision or ~ I 8 0:' i . .Packet Page -~~8- . . '.. " .... '.' " . '. 1/25/201,1 Item 16.K.2. ;'!! agency thereof, other than the Authority's interest in the Loan Agreement and the property rights, receipts, revenues and proceeds pledged therefor under and as provided in the Indenture and any other agreements securing the Series 2011 Bonds. The Authority has no taxing powers. (9) A negotiated sale of the Series 2011 Bonds is required and necessary, and is in the best interest of the Authority, for the following reasons: the Series 2011 Bonds will be special and limited obligations of the Authority payable solely out of revenues and proceeds derived by the Authority pursuant to the Loan Agreement, and the Corporation will be obligated for the payment of all costs of the Authority in connection with the financing and refinancing of the Project and the refinancing of the Refunded Bonds Projects through the refunding of all or a portion of the Refunded Bonds which are not paid out of the Refunded Bonds or the Series 2011 Bond proceeds or otherwise; the costs of issuance of the Series 2011 Bonds, which will be borne directly or indirectly by the Corporation, could be greater if the Series 2011 Bonds are sold at public sale by competitive bids than if the Series 2011 Ronds are sold at negotiated sale, and a public sale by competitive bids would cause undue delay in the financing and refinancing of the Project and the refinancing of the Refunded Bonds Projects through the refunding of all or a portion of the Refunded Bonds; private activity revenue bonds having the characteristics of the Series 2011 Bonds are typically and usually sold at negotiated sale and/or privately placed; the Corporation has indicated that it may be unwilling to proceed with the issuance of the Series 2011 Bonds and the financing and refinancing of the Project and the refmancing of the Refunded Bonds Projects through the refunding of all or a portion of the Refunded Bonds unless a negotiated sale of the Series 2011 Bonds is authorized by the Authority; and authorization of a negotiated sale of the Series 2011 Bonds is necessary in order to serve the purposes of the Act. (10) All requirements precedent to the adoption of this Resolution, of the Constitution and other laws of the State, including the Act, have been complied ' with. 0"", " 1.' The Authority, the Corporation and the Underwriter will negotiate a sale of the Series 2011 Bonds in accordance with the terms of the Purchase Contract sufficient, .. with certain othcr moneys, to finance and refinance the costs of the Project and to refinance the costs of the Refunded Bonds Projects through the refunding of all or a portion of the Refunded Bonds pursuant to the provisions hereof and the Purchase Contract, said Purchase Contract to be executed by and among the Authority, the Underwriter and the Corporation in accordance with the terms and provisions hereof. Upon execution of the Purchase Contract and in accordance with Section 218.385, Florida Statutes, the Underwriter will submit to the Authority a disclosure statement and 9 Packet Page -949- 1/25/2011 Item 16.K.2. . ;. ,. a truth~in-bonding statement dated the date of closing setting forth any fee, bonus 'or gratuity paid in connection with the placement of the Series 2011 Bonds, said disclosure statement and truth-in-bonding statement to be substantially in the form attached to the Purchase Contract. SECTION 4. FINANCING AND REFINANCING OF COSTS OF THE PROJECT AND REFUNDING OF THE REFUNDED BONDS AUTHORIZED. The financing and refinancing by the Authority of the costs of the Project and the refinancing of the costs of the Refunded Bonds Projects through the refunding of thc all or'a portion of the Refunded Bonds with the proceeds of the Series 2011 Bonds in the manner provided herein and in the Indenture is hereby authorized. The components of the Project to be financed or refinanced and the Refunded Bonds to be refinanced with the proceeds of the Series 2011 Bonds shall be determined by the Corporation prior to the issuance of the Serics 2011 Bonds. To the extent of any conflicts bctween this resolution and the Inducement Resolution or between the Original Notice and the Amended Notice, the provisions of this resolution and the Amended Notice shall prevail. SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE SERIES 2011 BONDS. For the purpose of providing for the financing and refinancing of the costs of the Project and rcfinancing the Refunded Bonds Projects through the refunding of all or a portion of the Refunded Bonds, obligations of the Authority to be known as "Collier County Industrial Development Authority Healthcarc Facilities Revenue Bonds, Series 2011 (NCH Healthcare System Project)" (or such other Series as the Authority may hereafter designate to distinguish between separate Series of Series 2011 Bonds, if issued in more than one Series) are hereby authorized to be issued in an aggregate principal amount not excecding ONE HUNDRED TWENTY MILLION AND 00/1 00 DOLLARS ($120,000,000), in the form and manner described in the Indenture: The Series 2011 Bonds shall be dated as of the date of their issuance, shall be issued in the form of fully-registercd Series 2011 Bonds, without coupons, in denominations of $5,000 or integral multiples thereof (or otherwise as provided in the Indenture), shall bear interest from their dated date(s) at the interest rates and shall mature in such amounts and on such dates set forth in the Indenture. The Series 2011 Bonds may be issued in more than one Series and at separate times pursuant to separate Indentures as determined by the Corporation. . SECTION 6. OPTIONAL AND EXTRAORDINARY REDEMPTION. The Series 2011 Bonds are subject to optional, mandatory sinking fund and extraordinary redemption in the manner, to thc extent, in the amounts and at the times sct forth in the Indenture. ...... - . . . _.. SECTION 7. DELEGATED NEGOTIATED SALE OF THE SERIES 2011 BONDS. A delegated negotiated sale of the Series 2011 Bonds to the Underwriter 10 Packet Page -950-. .. .... .. . .. .. 1/25/2011 Item 16.K.2. in accordance with the terms hereof and of the Purchase Contract is hereby in all respects authorized subject to the following requirements: (A) receipt by the Authority of a written offer to purchase the Series 2011 Bonds by the Underwriter substantially in the form of the Purchase Contract (separate Purchase Contracts in thc event that the Corporation determines it is in its best interest to issue multiple Series on different dates for different purposes), said offer to provide for, among othcr things: (i) the issuance of not excceding $120,000,000 initial aggregate principal amount of Series 2011 Bonds, (ii) an underwriting fee not in excess of $ , (Hi) the Bonds shall bear interest as provided in the Indenture in no event to exceed _% per annum, and (iv) the Bonds shall mature on such dates and in such amounts as provided in the Indenture with the tinal maturity no later than October I, 2032; (B) in accordance with Section 218.385, Florida Statutes, the Underwriter must submit to the Authority a disclosure statement or statements and truth-in-bonding statement or statements setting forth the information required by said Section 218.385, Florida Statutes, said statements to be attached to the Purchase Contract and incorporated herein by reference and (C) one or more ratings from a national rating agency or agencies rating the long-term claims paying ability of the Corporation with respect to the Series 2011 Bonds at least "BBB" (or equivalent rating) or higher. SECTION 8. APPOINTMENT OF TRUSTEE. U.S. Bank National Association, Miami, Florida, is hereby appointed and approved to act as the Trustee under and pursuant to the Indenture to assume the duties and responsibilities established therefor in said Indenture. SECTION 9~ AUTHORIZATION OF EXECUTION AND DELIVERY OF THE LOAN AGREEMENT. The Loan Agreement, substantially in the form attached hereto as Exhibit B with such corrections, inscrtions and deletions as may be approved by thc Chainnan or Vice Chairman and Secretary of the Authority, such approval to be evidenced conclusively by their execution thereof, is hereby approved and authorized; the Authority hereby authorizes and directs the Chairman or Vice Chairman of the Authority to date and execute and the Secretary of the Authority to attest, under the official seal of the Authority, the Loan Agreement, and to deliver the Loan Agreement to the Corporation; and all of the provisions of the Loan Agreement, when executed and delivered by the Authority as authorized herein and by the Corporation, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. In the event the Series 2011 Bonds are issued in separate Series on different dates, the Authority and the Corporation may enter into separate Loan Agreements for each such Series. SECTION 10. AUTHORIZATION OF EXECUTION AND DELIVERY OF THE INDENTURE. The Indenture, subslantially in the form attached hereto as Exhibit C with such changes, corrections, inscrtions and deletions as may be approved by 11 '. , Packet Page -951-. " , ' 1/25/2911 Item 16.K.2. the Chaiiman or Vice Chairman and Secretary of the Authority, such approval to be evidenced conclusively by their execution thereof, is hereby approved and authorized; the Authority hereby authorizes and directs the Chairman or Vice Chairman of the Authority to date and execute and the Secretary of the Authority to attest, under the official seal of the Authority, the Indenture, and deliver the Indenture to the Trustee; and all of the provisions of the Indenture, when executed and delivered by the Authority as authorized herein, and by the Trustee, shall be deemed to be a part of this Resolution as fully and to , the same extent as if incorporated verbatim herein. In the event the Series 2011 Bonds ' . are issued in scparate Series on diffcrent dates, the Authority and the Trustee may enter into separate Indentures for each such Series. SECTION 11. AUTH'ORIZATION OF EXECUTION AND DELIVERY OF THE PURCHASE CONTRACT. In order to provide for the sale of the Series 2011 Bonds to the Underwriter, the Authority shall enter into the Purchase Contract with the , Underwriter and the Corporation. The Purchase Contract shall be dated the date of sale of the Series 2011 Bonds (or, in the event of multiple Series and multiplc Purchase Contracts related thereto, the date of sale of each of such Series) and shall be substantially in the form attached hereto as Exhibit A, with such changes, corrections, insertions, and deletions to reflect the final terms and provisions of the Series 2011 Bonds as may be approved by the Chairman or Vice-Chairman of the Authority, such approval to bc evidenced conclusively by their execution thereof, is hereby approved and authorized. Subject to the provisions of Section 7 hereof, the Chairman or Vice- Chairman of the Authority is hereby authorized to date and execute and the Secretary or Assistant Secretary of the Authority is hereby authorized to attest, under the official seal of the Authority, the Purchase Contract and to deliver the Purchase Contract to the Underwriter and the Corporation! when fmalized. All of the provisions of the Purchase Contract, when executed and delivered by the Authority as authorized herein, and by the Corporation, shall be decmed to be a part hereof as fully and to the same extent as if set forth verbatim herein and therein. In the event the Series 2011 Bonds are issued in separate Series on different dates, the Authority, the Underwriter and the Corporation may enter into separate Purchase Contracts for each such Series. ..' SECTION 12. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT. The form, terms and provisions of the Official Statement relating to the Series 2011 Bonds to be substantially in the form of the Preliminary Official Statement attached hereto as Exhibit D, with any changes, insertions, and amendments which are necessary to reflect the terms of the Series 20 II Bonds set forth herein and in the Indcnture, is hereby approved as to form, terms and substance. The information contained therein is hcreby authorized to be used in connection with the marketing and sale of the Series 2011 Bonds and the distribution of the Preliminary Official Statement and the Official Statement in conncction with the marketing and sale of the Series 2011 Bonds is hereby approved. Although the Authority consents to and approvcs the preparation and distribution of the Preliminary Official Statement and the 12 Packet Page -952- ~.. " .. .:'~ '::. '. .' '.' '.. 1/25/2011 Item 16.K.2. ' Official Statement, the Authority has not participated in its preparation and makes no representations as to its accuracy or completeness other than in respect to the infonnation contained therein related to the Authority under the captions [''THE ISSUER" or "LITIGATION - The Issuer."] SECTION 13. COMPLIANCE WITH CHAPTER 189, FLORIDA STATUTES. Prior to issuance of the Series 2011 Bonds, documentation shall be provided to the Chairman or Vice Chairman of the Authority evidencing compliance with Section 189.4085, Florida Statutes, in accordance with the terms and provisions of the Indenture. . ". ..":". SECTION 14. AUTHORIZATION OF EXECUTION OF TAX AGREEMENT, OTHER CERTIFICATES AND OTHER INSTRUMENTS. The Chairman or Vice Chairman and the Secretary of the Authority are hereby authorized and directed, either' alone or jointly, under the official seal of the Authority, to execute and deliver certificates of the Authority certifying such facts as the Authority's Counselor ,- Bond Counsel shall require in connection with the issuance, sale and delivery of the Series 2011 Bonds and the refunding of the Refunded Bonds, and to execute and deliver such other instruments, including but not limited to, a Tax Agreement relating to eertain requirements set forth in Section 148 of the Code, and such other assignments, bills of sale, financing statements and escrow agreements, as shall be necessary or desirable to perfonn the Authority's obligations, or assist in the performance of the Corporation's obligations, under the Indenture, the Loan Agreement, thc Purchase Contract, the Master Indenture and the Tax Agreement and to consummate all of the transactions hereby and thereby authorized. SECTION 15. NO PERSONAL LIABILITY. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Series 2011 Bonds, the Indenture, the Loan Agreement, the Purchase Contract, the Master Indenture, the Tax Agreement, or any certificate or other instrument to be executed on behalf of the Authority in connection with the issuance of the Series 2011 Bonds, shall be deemed to be a rcpresentation. statement, covenant, warranty, stipulation, obligation or agreement of any member, officer, employee or agent of the Authority in his or her individual capacity, and none of the foregoing persons nor any member or officer of the Authority executing the Series 2011 Bonds, the Indenture, the Loan Agreement, the Purchase Contract, the Tax Agreement, or any certificate or other instrument to be executed in connection with the issuance of the Series 2011 Bonds shall be liable personally thereon or be subject to any personal liability of or accountability by reason of the execution or delivery thereof: SECTION 16. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein or in the Series 2011 Bonds, the Indenture, the Loan Agreement, the Purchase Contract, the Master Indenture or the Tax Agreement, nothing 13 Packet Page -953- " 1/25/20~1Item 16.K.2. . in this Resolution, or in the Series 2011 Bonds, the Indenture, the Loan Agreement, the Purchase Contract, the Master Indenture or the Tax Agreement, express or implied, is intended or shall be construed rto confer upon any person, firm, corporation or other organization, other than the Authority, the Corporation, the Master Trustee, the Underwriter and any other owners from time to time of the Serics 2011 Bonds any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hcreof, or of the Series 2011 Bonds, the Indenture, the Loan Agreement, the Purchase Contract, the Master Indenture or the Tax Agreement, all provisions hereof and thereof being intended to be and being for the sole and exclusive benetit of the Authority, the Corporation, the Master Trustee, the Underwriter and any other owners from time to time of the Series 2011 Bonds. ... 'SECTION 17. .:: PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this Resolution, to the issuance, sale and delivery of the Series 2011 Bonds, to the execution and delivery of the Indenture, the Loan Agreement, the Purchase Contract, the Tax Agreement and the other documents referred to herein or authorized hereby required by the Constitution or other laws of the State, to happen, exist and be performed precedent to the passage hereof, and precedent to the issuance, sale and delivery of the Series 2011 Bonds, to the execution and delivery of the Indenture, the Loan Agreement, the Purchase Contract and the Tax Agreement, have either happened, exist and have been performed as so required or will have happened, will exist and will have been performed prior to such execution and delivery thereof. .... . SECTION 18. COMPLIANCE WITH CHAPTER 218, PART III, FLORIDA STATUTES. The Authority hereby approves and authorizes the completion, execution and filing with the Division of Bond Finance, Department of General Services of the State of Florida, at the expense of the Corporation, of advance notice of the sale of the Series 2011 Bonds and of Bond Infonnation Form BF 2003, and any other acts as may be necessary to comply with Chapter 218, Part III, Florida Statutes and any other applicable laws. '. SECTION 19. GENERAL AUTHORITY. ":'TIi:~ offi~ers, attorneys, engineers or other agents or employees of the Authority are hereby authorized to do all acts and things required of them by this Resolution, the Series 2011 Bonds, the Indenture, the Loan Agreement, the Purchase Contract, the Master Indenture and the Tax Agreement, and to do all acts and things which are desirable and consistent with the requirements hereof or of the Series 2011 Bonds, the Indenture, the Loan Agrcement, the Purchase Contract, the Master Indenturc and the Tax Agreement, for the full, punctual and complete performance of all the terms, covenants and agreements contained herein and in the Series 2011 Bonds, the Indenture, the Loan Agreement, the Purchase Contract, the Master Indenture and the Tax Agreement or in connection with the refunding of the Refunded Bonds. .. . . . 14 . Packet Page -954- . ,.... .. ." 1/25/2011 Item 16.K.2. ' SECTION 20. TillS RESOLUTION CONSTITUTES A CONTRACT. The Authority covenants and agrees that this Resolution shall constitute a contract between the Authority, the Underwriter and any other owners from time to time of the Series 2011 Bonds then outstanding and that all covenants and agreements set forth herein and in the Series 2011 Bonds, the Indenture, the Loan Agreement, the Purchase Contract, the Master Indenture and the Tax Agreement, to be performed by the Authority shall be for the equal and ratable benefit and security of the Underwriter and any other owners of outstanding Series 2011 Bonds, without privilege, priority or distinction as to lien or otherwise of any of the Series 2011 Bonds over any other of the Series 2011 Bonds. . . SECTION 21. LIMITED OBLIGATION. THE ISSUANCE OF THE SERIES 2011 BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE AUTHORITY, THE COUNTY, THE STATE NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER, OR TO LEVY AD VALOREM TAXES ON ANY PROPERTY WITHIN THEIR TERRITORIAL LIMITS TO PAY THE PRlNCIPAL OF, PURCHASE PRICE, PREMIUM, IF ANY, OR INTEREST ON SUCH SERIES 2011 BONDS OR OTHER PECUNIARY OBLIGATIONS OR TO PAY THE SAME FROM ANY FUNDS THEREOF OTHER THAN SUCH REVENUES, RECEIPTS AND PROCEEDS SO PLEDGED, AND THE SERIES 2011 BONDS SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OWNED BY THE AUTHORITY, THE COUNTY OR THE STATE OR ANY POLITICAL SUBDNISION OR AGENCY THEREOF, OTHER THAN THE AUTHORITY'S INTEREST IN TIIE LOAN AGREEMENT AND THE PROPERTY RIGHTS, RECEIPTS, REVENUES AND PROCEEDS PLEDGED THEREFOR UNDER AND AS PROVIDED IN THE INDENTURE, THE MASTER INDENTURE AND ANY OTHER AGREEMENTS SECURING THE SERIES 2011 BONDS. THE AUTHORITY HAS NO TAXING POWERS. . .' . .' SECTION 22. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, agreements or provisions herein contained 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, and shall in no way affect the validity of any of the other provisions hereof or of the Series 2011 Bonds issued under the Indenture. . . .' SECTION 23. REPEALING CLAUSE. All resolutions or parts thereof in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. 15 . ..I, . Packet Page -955-' . \ " 1/25/2011 Item 16.K.2. . . . .. SECTION 24. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 24th day of January, 2011. COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (SEAL) ATTEST: /s/ Alice J. Carlson Chairman Thad D. Kirkpatrick Secretary 1;- 16 Packet Page -956- '. ..: ..... .... . '. ". . . .- .. ~/25/2011Item 16.K.2. . Naples Daily News Naples, FL 34110 . PICKWORTH, DONALD P.A. 5150 TAMIAMI TRL N #502 NAPLES FL 34103 REFERENCE: 010784 59639763 DONALD A. PICKWORTH COLLIER COUNTY INDUS State of Florida Counties of Collier and Lee Before the undersigned authority, appeared Kim pokarney, who on oath says tha .,~ serves as the Accounting Manager I of the Na.'.'~g Daily News, a daily newspaper published at \~% in Collier County, Florida: distributed in ::.;,~f;; and Lee counties of Florida; that the attac;i'J~~r copy of advertising was published in said ;.pa~ newspaper PUBLISHED ON: 01/10 ;,' AD SPACE: FILED ON: 120 LINE Sworn to and Subscribed before me \ ~~"- day of ~o.V\lAo..V'-1 \ 20l\. . Personally known by me EXHIBIT E TO AUTHORITY RESOLUTION Packet Pag~ -957- "nn." ~~~y ~"~'" KAROL E KANGAS nm..""\ Notary Public. Slate 01 Florida U" If ... \.,. .f1.'<l My Comm. expIres Jul 29,2013 "1:[0'1",.(11;,."" CommissIon # 00 912237 ft'IIlI' ~o 0~ .~ o,.~