Resolution 2002-407
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RESOLUTION NO. 02- 407
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND SALE
OF REVENUE BONDS BY THE COLLIER COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY, AS REQUIRED BY SECTION 147(t) OF
THE INTERNAL REVENUE CODE, AS AMENDED; AND PROVIDING
FOR OTHER RELATED MATTERS.
Whereas, the Collier 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 III of Chapter 159, Florida Statutes, as amended, with the power to issue revenue
bonds for the purposes of financing a "project" as defined in Part II of Chapter 159, Florida Statutes,
as amended; and
Whereas, NCH Healthcare System, Inc. (the "Corporation") a Florida not-far-profit
corporation, has requested the Authority to issue its Health Care Facilities Revenue Bonds (NCH
Healthcare System, Inc. Obligated Group), Series 2002 in an amount not to exceed $14,000,000 (the
"Bonds") for the purpose of making a loan to the Corporation for the purpose of providing funds to
acquire certain real property in Collier County, Florida and the building thereon of approximately
108,000 square feet which has been and will continue to be used to house certain administrative and
support facilities of the Corporation (the "Project") and to pay certain expenses incurred in
connection with the issuance of the Bonds; and
Whereas, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"),
provides that the elected legislative body of the governmental unit which has jurisdiction over the
area in which the facility financed with the proceeds of tax-exempt bonds is located is to approve
the issuance of such bonds after a public hearing; and
Whereas, the Board of County Commissioners of Collier County, Florida (the "Board") is
the elected legislative body of the County; and
Whereas, the Authority caused a notice of a public hearing to consider approval of the
Bonds and the location and nature of the Project to be published on or before August 26, 2002 in the
Naples Daily News, a newspaper of general circulation in Collier County, and a copy of said notice
is attached to the Authority Resolution described herein (the "Notice"); and
Whereas, the Authority held a public hearing on September 9, 2002, pursuant to the Notice
and adopted a resolution ( the "Authority Resolution") authorizing the issuance of the Bonds, a copy
of which is attached hereto as Exhibit A, and has recommended to the Board that it approve the
issuance of the Bonds in accordance with Section 147(f) of the Code; and
Whereas, for the reasons set forth above, it appears to the Board that the approval of the
issuance and sale of such Bonds as required by Section 147(f) of the Code is in the best interests of
Collier County,
NOW, THEREFORE, Be It Resolved by the Board of County Commissioners of Collier
County, Florida, that:
Section 1. Approval of Issuance of the Bonds. This Board hereby approves the issuance
of the Bonds by the Authority for the purposes described in the Notice pursuant to Section 147(f) of
the Code. The Bonds shall be issued in such aggregate principal amount, 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.
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.
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This approval shall in no way be deemed to abrogate any regulations of Collier 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.
Section 2. Severability. If any section, paragraph, clause or provision of this Resolution
shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall
continue in full force and effect, it being expressly hereby found and declared that the remainder of
this Resolution 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 24th day of September, 2002.
ATTEST:
D~~~k~,\~~~ck, Clerk
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COLLIER COUNTY, FLORIDA BY
ITS BOARD OF COUNTY
COMMISSIONERS
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~(ate of FLORIDA
County of COWIR
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RESOLUTION NO. 2002-01
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
REGARDI~G THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS HEALTH CARE
FACILITIES REVENUE BONDS (NCH HEAL THCARE
SYSTEM, INC. OBLIGATED GROUP) SERIES 2002 IN AN
INITIAL AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $14,000,000 FOR THE PRINCIPAL PURPOSE OF
FINANCING CERTAIN COSTS INCURRED OR TO BE
INCURRED BY NCH HEAL THCARE SYSTEM INC. ( THE
"CORPORA TION") IN CONNECTION WITH THE
ACQUISITION OF CERTAIN HEALTH CARE FACILITIES;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
PRELIMINARY AGREEMENT BETWEEN THE
AUTHORITY AND THE CORPORATION; AND
PROVIDING FOR RELATED MATTERS.
WHEREAS, NCH Healthcare System Inc., a Florida not-for-profit corporation (the
"Corporation") has applied to the Collier County Industrial Development Authority (the
"Authority") to issue a series of its private activity revenue bonds in the initial aggregate
principal amount of not to exceed $14,000,000 (the "Series 2002 Bonds") for the principal
purpose of financing certain costs of acquisition of certain health care facilities (the
"Project") to be owned and operated by the Corporation and paying costs associated with
the issuance of the Series 2002 Bonds; and
WHEREAS, the Corporation has requested that the Authority loan the proceeds of
the Bonds to the Corporation pursuant to Chapter 159, Parts II and III, Florida Statutes, or
such other provision or provisions of Florida law as the Authority may determine advisable
(the "Act") in order to accomplish the foregoing purposes; and
WHEREAS, the issuance of the Bonds and the loaning of the proceeds thereof to the
Corporation to finance the costs of the Project under loan agreements or other financing
agreements, and pursuant to the terms thereofwhich will provide that payments thereunder
be at least sufficient to pay the principal of and interest and redemption premium, if any, on
such Bonds and such other costs in connection therewith as may be incurred by the
Authority, will assist the Corporation and promote the public purposes provided in the Act;
and
EXHIBIT "A" TO Bee
RESOLUTION
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WHEREAS, the Corporation has submitted the Preliminary Agreement (the
"Preliminary Agreement") relating to the issuance of the Bonds, attached hereto as Exhibit A;
and
WHEREAS, in order to satisfY certain of the requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended (the "Code"), the Authority did on the date
hereof hold a public hearing on the proposed issuance of the Series 2002 Bonds for the
purposes herein stated, which date is more than 14 days following the first publication of
notice of such public hearing in a newspaper of general circulation in Collier County and
which public hearing was conducted in a manner that provided a reasonable opportunity for
persons with differing views to be heard, both orally and in writing, on the issuance of the
Series 2002 Bonds and the location and nature ofthe Project, as more particularly described
in the notice of public hearing attached hereto as Exhibit B; and
WHEREAS, it is intended that this Resolution shall constitute official action toward
the issuance of the Series 2002 Bonds within the meaning of the applicable United States
Treasury Regulations in addition to any other action that may have heretofore been taken by
the Corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions of the Act and other applicable provisions oflaw.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered
into to permit the Corporation to proceed with the financing of the costs of the Project and
to provide an expression of intention by the Authority, prior to the issuance of the Bonds, to
issue and sell the Bonds and make the proceeds thereof available for such purposes, all in
accordance with and subject to the provisions of the Act, the Constitution and other laws of
the State of Florida and the laws of the United States of America, including the Code, and
this Resolution, but subject in all respects to the terms of the Preliminary Agreement.
SECTION 3. APPROVAL OF THE FINANCING. The financing of the
costs of the Project by the Authority through the issuance ofthe Bonds, pursuant to the Act,
will promote the economic development, prosperity, health and welfare of the citizens of
Collier County, will promote the general economic structure of Collier County, and will
thereby serve the public purposes of the Act and is hereby preliminarily approved, subject,
however, in all respects to the Corporation meeting the conditions set forth in the Preliminary
Agreement to the sole satisfaction of the Authority.
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SECTION 4. EXECUTION AND DELIVERY OF PRELIMINARY
AGREEMENT. The Chairman or the Vice-Chairman is hereby authorized and directed to
execute, for and on behalf ofthe Authority, the Preliminary Agreement, in the form attached
hereto as Exhibit "A", between the Authority and the Corporation providing understandings
relative to the proposed issuance of the Bonds by the Authority to finance the costs of the
Project in an aggregate principal amount not to exceed the lesser of (a) $14,000,000 or (b)
the amount determined by the Authority and the Corporation to be necessary to accomplish
the foregoing purposes.
SECTION 5. AUTHORlZA TION OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby determines to issue the Bonds, if so
requested by the Corporation and subject in all respects to the conditions set forth in the
Preliminary Agreement, in an aggregate principal amount not to exceed $14,000,000 for the
principal purpose of financing the costs of the Project as described in the Preliminary
Agreement. The rate of interest payable on the Bonds shall not exceed the maximum rate
permitted by law.
SECTION 6. GENERAL AUTHORIZATION. The Chairman and the
Vice-Chairman are hereby further authorized to proceed, upon execution ofthe Preliminary
Agreement, with the undertakings provided for therein on the part of the Authority and are
further authorized to take such steps and actions as may be required or necessary in order to
cause the Authority to issue the Bonds subject in all respects to the terms and conditions set
forth in the Preliminary Agreement authorized hereby.
SECTION 7. OFFICIAL ACTION. This resolution is an official action of
the Authority toward the issuance of the Series 2002 Bonds, as contemplated in the
Preliminary Agreement, in accordance with the purposes of the laws of the State of Florida
and the applicable United States Treasury Regulations.
SECTION 8. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the general credit or taxing power
of Collier County, the State of Florida or any political subdivision or agency thereofbut shall
be payable solely from the revenues pledged therefor pursuant to a loan agreement or other
financing agreement entered into between the Authority and the Corporation prior to or
contemporaneously with the issuance of the Bonds. The Authority has no taxing power.
SECTION 9. LIMITED APPROVAL. The approval given herein shall not
be construed as an approval or endorsement of approval of any necessary rezoning
applications nor for any other regulatory permits relating to the Project and the Authority
shall not be construed by reason of its adoption of this resolution to have waived any right
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of Collier County or estopping Collier County from asserting any rights or responsibilities
it may have in that regard.
SECTION 10.
EFFECTIVE DATE. This Resolution shall take effect immediately.
ADOPTED this 9th day of September, 2002.
(SEAL)
COLLIER COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
ATTEST:
/s/
l.R. Humphrey, Chairman
/s/
Secretary
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