Resolution 1999-076
1 6 I 4 'ft ~
RESOLUTlOi'i ~O. 99- 7 6
:\ I{ESOLUTJO~ OF TilE BOARD OF COUNTY COI\JI\JISSIO;,\ERS OF
COLLIER COUNTY. FLORIDA APPROVING TilE ISSU:\~(,E :\j'\l)
SALE OF REVENUE BOl'iDS BY TilE COLLlEI~ COUi'\TY
Il'iDUSTRI:\L DEVELOPl\lEl'iT AUTIIORITY. AS REQL'JREI> BY
SECTIOi\ 147(1) OF TilE I:"'TERi\:\L RE'"E:'\lJE CODE. :\S :\.\IE:\"DI-:I>:
:\:'\D PRO\'IDIi\G FOR OTIIER RELATED .\I:\TTERS.
Wh~rcas. the Collicr County Industrial De\'cJopmcnt Authority (lhe "AlIthority") is :1
hody corporatc and politic of Collier COllnty. Florida ("Collier COUllty") created by CollilT
COllllty Resolution No. 79-34 duly adoptcd by thc Board of County Commissioners on February
27. I ()7() pursuant to Part III of Chapter 151). Florid:! Statutes, as amcnded, with the power In
issue re\'ClHle honds for thc purposes of financing a "project" as tklined in P:lrl 'lor Cll;lpll:r
151), Flnritb Statutes. as amcnded: and
Whereas. COlllmunity Ilcalth Can:. Inc. (the "Corporation") and \1arcn Island I rOspll~11.
Inc. (the "Ilospital"). each a Florida not-for-profit corporation. and each O\\'ning or operating
c~n:lifl facilities locatcd within the boundaries of Collier County. Florid:I, ha\'e rl'qucsled till'
:\uthorit)' 10 issue its l/c;ilth Carc Facilitics f{c\'cllue Bonds (Community Ile:1Ilh Care, Inl'.
Obligated (jrnup). Serics !')C)')^ in an amount not to e.\ceed SI7.()(}().lJ(HI (thc "Bonds") 1'01' thc
purpose of making;1 loan 10 the ('orp\)J'alillfl ;1I1d the I lospilal for the purpllse of pnl\'jdlng runds.
logether with other ilvailahlc runds. to (a) rctire illl or it portion or certilin interim indebtedncss
incurred ill conncction with thc refinancing ofa commcrcial bunk loallthe proceeds of\\'hich
\\'erc llscd to conslruct and equi p it t\\'o.story. approx imate I y JC) .()O(J sq uarc foot bu i Id i ng which
hOllscs a medical clinic opcratcd by Collier I !calth Scrvices. Inc" a Florid:1 Ilot-for-profit
corporation. a laboralory. \'arious administrativc ofliccs and various social service agcncy offices
(the "'llllllokalee [/calth Park Project''). (b) retire all or a portion of certain interim indd1tedness
incurrcd in connection with thc acquisition ora two-story, approximalcly I ()2.0(J() square 1'001
building, a portion of which is uscu as a Illcdical plaza which houses a wcllness centcr. space lor
outpatient rchabi] i tat ion serviccs, laboralory faci lilics, physician 0 ffices alld c Ii nical space (( hc
"Grand Ccntral Station Project"). (cl financc all or a portion of the cOllstruction and cquipping of
a t\\'o-story. approx i nwtcl y 24.000 squarc foot nu i Idi ng. a portion of wl1 ich wi II bc used as a
health carc facility which will include a cardiac \\cllncss centcr <Ind spilce II))' outpatienl
r.:hahilitatillll sen'iccs (the "j\'!arco Island Project") and (d) P:IY certain c.'\p<.:nses incurred in
connection with the issuance ot'thc Bonds. including certain rees and cXp<.:nsL:s incurr..:d ill
conn.:el ion \\'i lh cred i 1 enhanccmelll for the Bands; and
Whcreas, Seclion 14-7(f) ofthc Inlcmal RC\'CIllIC Codc of 198(" as amended (the "Code").
providcs thatlhc clected Icgislali,'c body ofthc govcnlll\entalunit which has jurisdiction ()\'\:r
the arca in which thc facility financed with thc proceeds oftax-exclllpt honds is 10C:ltcd is In
appm\'c 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 Icgislati\'e body ofthc COUllly; and
., -
1614
Whereas, the Authority caused a notice of a public hearing to consider approval of thc
Bonds and thc location and nature of each oflhe Immokalcc tlcalth Park PrQcct, thc Grand
('cntral Slation Project anti the Marco Island PrQect to be financed with thc proceeds of thc
Bonds to be published on or before December 30. 1998 in thc Naples Daily Ncws. a newspaper
of general circulation in Collier Coullly, alld a copy of said notice is att~chcd as Exhihit A Iht
"Nolicc"): and
\Vhcrcas. thc Authority held a public hearing on .lanuary 15, 1999, pursuant to thc Noticc
and adopted a resolution ( the "Resolution") authorizing the issuance o1' thc Bonds, a copy o1'
which is attached as Exhibit B, and has recommended Io thc Board that it approve tl~c issuance
of thc Bonds in accordance with Section 147(~ of thc Code; and
\Vhcrcas, ti)r tile reasons sci forth above, it appears to thc Board that thc approval of thc
issuance alld sale Of such Bonds as required by Section 147(1) of thc Ct)dc is in thc best interests
of Collier County.
×OW, TI IL:REFORE, Be It Resolved by thc Board ofCot, nty Commissioners of Collier
('Otlnty. }':lorida. that'
Section 1. .,I/7~i'oval of Lv.vuancc of the Bond. v. This Board hereby approves thc
issuance of the Bonds by thc Authority for the puq]oscs dcscribcd in the Notice pursuant lo
Scclion 147(1) of tile Code. Thc Bonds shall bc issucd in such aggrcgalc principal alllOtllll, hear
interest at such rate or rates, mature in StlCh :ll'llOHllt or amounts and be subject to redemption as
arc approved by thc Authority without thc further approval o£this Board.
Thc Bonds shall not constitute a debt, liability or obligation of Collier County, thc Board.
any officer, agent or employee of Collier Cotlnly. tile State of Florida or any political subdivision
thcrco/: bul shall hc payable solely fi'om the revenues provided therefor, and n¢ithcr thc Faith and
credit nor any taxing power oFCollicr County or tile ,State of Florida or any political subdivision
ti~crcof is pledged to the payment of thc principal of, premium, it' any, and intcrcst on thc Bonds.
No member of thc Board or any officer or employee thereof shall bc liable personally on thc
Bonds by reason of thcir issuance.
This approval shall in no wav be deemed to abrogate any regulations of Collier Cotmtv
for any portions of thc project located within the rcgulatoryjurisdiction oFCollicr Coumv. Such
portions of thc Marco Island Project shall bt: subject to all such regulations, including, but not
limited to, thc Collier County Growth Nlanagcnlcnt Plan and all concurrency requirements
conlaincd therein and tile Collier County Land Dcvelopmcn! Code.
Section 2. ,S'everahilitv. If any section, paragraph, clause or provision of this
Resolution shall be held to be invalid or ineffective for any rcason, tile remainder of this
Resolution shall continue in full [brce and effect, it being expressly hereby Found and declared
that thc rcmaindcr of this Rcsoh:tion would have been adopted despite tile invalidity or
inct'fcctivcncss of such section, l~aragraph, clause or provision.
Section 3. Effective Dette. This Resolution shall take effect immediately upon its
adoption, and any provisions of any previous resolutions in conflict with thc provisions hereof
arc hereby superseded.
P:\SSF. D and Adopted this..,~(Jtth 3 of January. 1999.
ATTES'F:
D',vigl)k E..Brock, Clerk
"(1 ,c" ;,..
Deputy Clerk
Attest
COLLIER COUNTY, FLOP, ID:\ BY
ITS BOARD OF COUNTY
COMMISSIONERS
t/Pamela S. Mac'Kie Chaim'oman '
[SE,~L]
1(>
Approved as to form and legal sufficiency:
David C. Weigcl. Count.g_Nllomcy
Naples Daily News
Naples, FL 34102
Affidavit of Publication Naples Daily News
PICKWORTH, DONALD P.A.
5150 TAMIAM! TRL N #602
NAPLES FL 34103
REFERENCE: 010784
5780196G Notice of Public Hea
State of Florida
County of Collier
Before the undersigned authority, personally
appc3r~d Jchn E. Tayler, uko c~. oath ~ays that he
serves as Assistant Controller of the Naples Pail)
Nays, a daily newspaper published at Naples, in
Collier County, Florida: that the attached copy
of advertising was published in said newspaper on
dates listed.
Affiant further says that the said Naples Daily
f~ews is a newspaper published at tiaples, in said
Collier County, Florida, and that the said
newspaper has heretofore been continuously
published in said Collier County, Florida, each
day and has been entered as second class mail
matter et the post office in Naples, in said
Collier County, Florida, for a period of 1 year
next preceding the first publication of the
attached copy of advertisement; and affiant
further says that she has neither paid nor
promised any person, firm or reparation any
discount, rebate, commission or refund for the
purpose of securing this advertisement for
publication in the said newspaper.
PUBLISHED ON: 12/30
:,: 1,4Y COMMISSION # C.¢7015~! EXPI~!E -;
Notice of Public Hearing
Notice Is hereby given that the Collier County Industri-
al Development Authority (the "Authority") will con-
duct a special hearing on January 15, 1999 at 9:00 a.m
n the Economic Development Council of Collier Coun-
tv Conference Room, 3050 t'lorth Horseshoe Drive,
Suite 120, Naples, Florida 34104 for the purpose of re-
ceiving pub lc comments end hear ng d scussion con-
earning the proposed Issuance of the Authority's
Health Core Focilttles Revenue Bonds, (Community
Health Core, Inc. Obligated Group}, Series 1999A in on
amount not fo exceed $20,000,000 (the "Bonds") for the
purpose of making a loon to Community Health Core,
Inc., o Florida corporation not for profit ("Community
Health Care"), ondMarco Island Hospital Inc. o Flori-
da corporation not for profit ("Marco Island H~spltol"),
tar the purpose of providing funds, together with other
available funds to (o) retire cerlaln interim InaeJ;ted.
ness incurred n connection with the refinancing of o
commercial bank loan the proceeds of which were
used to construct and equip a t~vo-storv, aaproxb
merely 39000 square foot buiklinq whlcl~ houses a
medical cinc operated by Colliel
var gus Odlll n strof ve off cas and various soc;a.
service agency offices (tile "lmmokoJee Heolfl4 Pai'k
-Prelect'.'J,,~bJ~retlre certain.interim, pdeJ~t_ed.ness .!ri-.
CUffed In conjunction wlfh-fl~e (lCqlllSltlon om'Frt.,vo-SlO.
fy, approximately 162,000 square foot building, u J
portion of which Is used as a medical plaza which
houses o wellness center, space for outpatient rehabil-
Itation services, laboratory fac)lilies physician oHIces
and clinical space (the "Grand Central Station Prop
ecl"), Cc) finance the construction and equipping of o
two.story, approximately 24,000 SCluore foot building.
O portion of which will be used as o healtt~ core locil ty
which villi include o cardiac wellness center and
space for outpatient rehabilitation services (the "Mar-
CO Island Project"J and Cd) pay certain expenses In.
curred Jn connection with the Issuance of the Fiends,
Including certain fees and expenses incurred in con.
nectlon with credit enhancement for the Bonds.
The Immokalee Health Core Project Is Iocole(I al 1454
Madison Avenue Immokolee FIoridaondlsownedb¥
Community Heo (h Care,
The Grand Central Station Project is located at 308
Ooodlefte Rood South, Naples, Florida and is owned
! and operated by Community Health Care.
j The Marco Island Project is Iocoled ut 40 Heothwoo¢l
Drive South, Marco Island, FIoridcl and is owned ot~d
operated I)Y Marco Island Hospital.
All interested persons ore Invited Io submil 'wrllton
comments or attend the hearing, either personcllW or
through their representative, and will be ~lven on op-
portunity to express their views COnCerning the proj-
ects or the financing. Anyone desiri;~g J'o make written
comments in advance of the heat lng may send such
comments fo:
Collier County Industrial Development Authority
c/o Economic Development Council
3050 North Horseshoe Drive, Suite 120
Naples Florida 34104
Written comments race red n advance of
lng, and oral comments mode at the hearing, ore for
the consideration of the Authority and will not bind fha
Authority. Copies of fha applications fa- financing are
available for Inspection end COpying of fha office of
the Authority set forth above.
SHOULD AN¥-PER~ON DECIDE TO APPEAL ANY
DECISION MADE BY~'TRE AUTHORITY WiTH RE-
-SPECT TO ANY MATTER CONSIDERED AT SUCll
HEARING, SUCH PERSON WILL NEED A RECORD OF
THE PROCEEDINGS AND, FOR THAT' PURPOSE
SUCH PERSON MAY NEED TO ENSURE THaT
VERBATIM RECORD OF THE PROCEEDINGS IS
MADE, WHICH RECORD INCLUDES THE TESTIMO-
NY AND EVIDENCE UPON WHICH THE APPEAL IS
TO BE BASED.
In accordance with the A'merlcans with Disabilities
ACt persons needing a special accommodation to par.
llclpote In th s hearing should contact Donald A. Pick-
worth, General Counsel, at (941) 263-8060 no later than
seven (7) days prior to the hearing.
This notice Is given pursuant fo Section ~47(f) of the In.
ternol Revenue Code, as amended.
Collier Cou~v Industrial Development Authority
/s/Donald A. Plckworth
· Assistant Secretary end General Counsel
December 30 No. 1331231
EXHIBIT A TO COUNTY RESOLUTION
(COMMUNITY HEALTH CARE)
RESOLUTION NO. 99-
AN INDUCEMENT RESOLUTION OF THE COLLII~R
COUNT5' INDUSTRIAl. DEVELOPMIiNT AUTtlORITY
REGARDING TIlE OFFICIAL ACTION OF TIlE
AUTIIORI'I'Y \VITII RESI~ECT TO TIll_{ I'I~IOI~OSEI)
ISSUANCE BY THE AUTIIORITY OF ITS HEALTIt CARl_:
FACILITIES REVENUE BONDS (COMMUNITY }tEALTIt
CARE, INC. OBLIGATED GROUP) SERIES 1999.,\ IN AN
INITIAl. AGGREGATE PRINCIPAL AMOUNT NOT TO
[:.XCF. ED $17,0{)0,000 FOR TIlE I>RINCIPAI.. PURI~O$1i ()l:
FINANCING AN[) RE[:INANCING CER. TAIN COSTS
INCURI~EI) OR TO BE INCURRt~D BY COMMUNITY
tlEALTlt CARE IN('. ( THE "CORPORATION") AND
MARCO ISLAND HOSPITAL, INC. (THE "tiOSPITAL") IN
CONNECTION WITH THE ACQUISITION.
CONSTRUCTION AND EQUIPPING OF CERTAIN
HEAIJI'il CARE FACILITIES; AUTHORIZING THE
F. XF~CUTION AND DEI~IVERY OF A PRI.:.I.IM1N.,\RY
AGREEMENT [35' AND AMONG THE AUTHORITS', THE
('ORPORATION, AN[)THE I{OSPITAI_:AND PROVIDING
I:OR RELATED MATTERS.
WtlEREAS, Community Hcahh Care Inc., a Florida not-for-profit corporation (the
"('orporation") and Marco Island Hospital, Inc. a Florida not-for-profit cc,;poration (the
"Hospital") have applied to thc Collier County Industrial Development Authority (thc
"Authority") lo issue a series of ils private activity revenue bonds in thc initial aggregate
principal amount ofnot to cxcccd S 17,000,000 (thc "Scrics 1999A Bonds") for thc principal
purpose of( 1 ) financing a portion ofcertain costs ofacquisition, construction and equipping
ofccrlain health care facilities (the "Project") to be owned and operated by thc Hospital, (2)
rctlnancing a portion of certain outstanding indebtedness (thc "Existing h'~dcbtcdness")ofthc
('oq~oration previously incurred for the purpose of financing Iht cost of acquisition and
construction ofccrlain health care facilities, and (3) paying costs associated with thc issuance
of thc Series 1999A Bonds: and
WtlEREAS, thc Corporation and thc Hospital have also applied to thc Authority to
issue simultaneously with thc issuance of' thc Series 1999A Bonds a series of its taxable
private activity revenue bonds in thc initial aggregate amount of not to exceed $I 2,000,000
(thc "Series 1999B Bonds" and, together with thc Series 1999A Bonds, thc "Bonds") for thc
principal purpose of(l) financing a portion ofcertain costs of acquisition, construction and
EXHIBIT B TO COUNTY RESOLUTION
(COMMUNITY HEALTH CARE)
equipping of thc Project, (2} refinancing a portion of thc Exisling lndcblc(hlcss, and (3)
paying costs associated with fi~e issuance of thc Series 1999B Bonds; and
VVI! EREAS, tile Corporation and tile l lospital have requested thal thc Aulh~rilv loan
the proceeds oflhe Bonds to the Cm~oration and the Hospital pursuant to Chapter 159~ Pans
II and III. Florida Statutes, or such other provision or provisions of I:lorida I~w as thc
Authority may determine advisable (thc "Act") in order lo accomplish thc t~)rcgoing
purposes; and
~,VH EREAS, thc issuance of thc Bonds and the loaning ofthe proceeds thereof to thc
Corporation and thc t lospital to finance thc costs of the Project and refinance thc [~xistin.g
lmlcbtcdncss under Joan agreements or otl'~cr financing agreements, and pLIrsuanl to thc lcrms
thereof which ,,,.'ill provide that payments thereunder be at least sufficient to pay thc 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 thc Corporation and thc
Hospital and promote thc public purposes provided in the Act; and
WIIEREAS, the Corporation and the Hospital have submitted thc Preliminary
Agreement (thc "Preliminary Agreement") relating to thc issuance of thc Bonds, attached
hereto as Exhibit A; and
WHEREAS, in order to satis£y certain of the requirements of Section i47(1) o£thc
Internal Revenue Code o£ 1986, as amended (thc "Code"). thc Authority did on'thc date
hereof hold a public hearing on the proposed issuance of the Series 1999A Bonds [br thc
puq)oscs herein stated, which date is more than 14 days following thc 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 manncr that provided a rcasonablc opportunity lbr
persons with differing views to be heard, both orally and in writing, on thc issuance ol'thc
Series 1999A Bonds and thc location and naturc ortho Prqjcct and thc property financcd by
thc Existing lndcbtcdncss, as morc particularly dcscribcd in thc notice off public hearing
attached hereto as Exhibit B; and
WHEREAS, it is intended that this Resolution shall constitute official action toward
thc issuance of thc Series 1999A Bonds within the meaning of thc applicable United States
Treasury Regulations in addition to any other action that may have heretofore been taken by
the Coq)oration and the Hospital;
NOW, TitEREFORE, BE IT RESOLVEi) BY TilE COLLIER COUNTY
INDUSTRIAl., DEVELOPMENT AUTHORITY, THAT:
SE(YI'ION I. AUTltORITY FOR THIS RESOLUTION. This Resell,lion
is adopted pursuant to thc provisions of thc Act and other applicable provisions of law.
SECTION 2. I~I~.ELI~IINARY STATEMENT. This Resolution is entered
into to pem'~it thc Corporation and the l tospital to proceed with thc firmncing of the costs of
the Project and thc refinancing oFlh¢ Existing indebtedness and lc, provide an expression (if'
intention bv thc Authority, prior to the issuance ofthc Bonds, to issue and sell thc Bonds and
make thc proceeds thereof available for such purposes, all in accordance with and subject to
thc provisions of the Act, the Constitution and other laws ofthe State of Florida and thc laws
of thc United States of America, including thc Code. and this Resolution, but subject in all
respects to thc terms of thc Preliminary Agreement.
SECTION 3. APPROVALOFTHE FINANCING AND REFINANCING.
The financing ofthe costs ortho Project and the refinancing of the Existing Indebtedncss by
tile Authority throt,gh the isst, ancc of the Bonds, pursuant to thc Act, will promote the
economic development, prosperity, health and wcl fare of thc citizens oft'oilier (_'ou nty. \vi 11
promote thc general economic structure of Collicr County, anct ,,,,'ill thereby serve thc public
purposes of thc Act and is hereby preliminarily approved, st, b. jcct, however, in all respects
to thc Corporation and thc }lospital meeting thc conditions set forth in thc Preliminary
Agreement Io tile st)lc satisfaction of thc Authority.
SECTION4. EXECUTION AND DELIVERY OFi'REI.IMINARY
AGREEMENT. The Chaim'mr~ or the Vice-Chaim'mn is hereby authorized :md directed to
execute, tbr and on behalfofthe Authority, the Preliminary Agreement, in thc form attached
hereto as Exhibit "A", among thc Authority, the Corporation and the t]ospital providing
understandings relative to the proposed issuance of thc Bonds by thc Authority to finance tile
costs ortho Project and refinance the Existing Indebtedness in an aggregate principal al]lounl
not to exceed thc lesser of(a) 529,000,000 or (b) the amount determined by the Authority.
the Corporation and thc Hospital to be necessary to accomplish thc tbrcgoing purposes.
SECTION 5. AUTItORIZATION OF THE BONDS. There ishcrcbv
authorized to be issued and thc Authority hereby determines to issue thc Bonds. it' so
requested by tile Corporation and thc I lospital and subject in all respects to thc conditions
set forth in the Preliminary Agreement. in an aggregate principal amount not to exceed
529.000.000 for thc principal pt, rposc of financing the costs of thc Project and refinancing
the Existing Indebtedness as described in the Preliminary Agreement. The rate of interest
payable on thc Bonds shall not exceed the maximum rate permitted by laxv.
I
SECTION 6. GENERAL AUTHORIZATION. Thc Chairman and thc
Vice-Chairman arc hereby further authorized to proceed, upon execution ofthc Preliminary
Agreement. with thc undertakings provided for therein on thc part of thc Authority and are
furthcrauthorizcd to take such steps and actions as may bc required or necessary in order to
cause ttre.,\uthority to issue thc Bonds subject in all respects to thc lcrms and conditions set
forth in the Preliminary Agreement authorized hereby.
SECTION 7. OFFICIAl., ACTION. This resolution is an official action of
thc Authority toward the issuance of the Series 1999A Bonds, as contemplated in thc
Preliminary Agreement, in accordance with thc purposes of thc laws of thc State of Florida
and thc applicable United States Treasury Regulations.
SECTION 8. LIMITEI) OBLIGATIONS. Thc Bonds and thcintcrcst
thereon shall not constitute an indebtedness or pledge of thc general credit or taxing power
of Collier County, the State of Florida or any political subdivision or agency thereof but shall
bc payable solely from the revenues pledged therefor pursuant to a loan agreement or other
financing agreement entered into by and among the Authority, thc Corporation and thc
Hospital prior to or contemporaneously with the issuance of the 13onds. The Authority has
no taxing power.
SECTION 9. LIMITED APPROVAl,. Thc approval given he:rein shall not
be construed as an approval or endorsement of approval of any necessary rczoning
applications nor for any other regulatory permits relating to the Project and thc Authority
shall not be construed by reason of its adoption of this resolution to have waived any right
otCCollicr County or cstopping Collier County from asserting any rights or responsibilities
it rnav i]avc in that regard.
SECTION 10.
EFFECTIVE I)ATE. This Resolution shall take effect immediately.
AI)OI'TEI) this 15th day of January, 1999.
(SEAL)
COLLIER COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
AT'FEST:
J.R. t tumphrcy, Chairman
Secretary
16 4
EXttlBIT A TO RESOLUTION
PRELIMINARY AGREEMENT FOR ISSUANCE OF
PRIVATE ACTIVITY REVENUE BONI)S
This Agreement between the ('oilier' County Industrial l)cvclopmcnt Authority. a
public body corporate and politic (the "Authority"), Cornmunity I Icalth Care, Inc., a [:lorida
not-for-profit corporation (thc "Corporation"), and Marco Island t tospital, Inc.. a Florida not-
for-profit corporation.
W i T N E S S E T !i:
I. Preliminary Statement. Among thc matters of mutual understanding anti
inducement which have resulted in thc cxccution of this Agrccmcnt arc thc following:
(a) Thc Act provides that thc Authority may issuc revenue bond:, and loan thc
procccds thcrcofto one or more pcrsons, fim~s or private corporations, or usc such proceeds,
to defray thc cost of acquiring, by purchase or construction, certain qualifying hcalth care
fi~cilitics.
(b) Thc Corporation and thc I-Iospital arc considering ( I )tlnancing thc costs ofthc
acquisition, construction and equipping ofhcalth care fi~cilitics lo be owned and operated by
thc Itospiml and (2) refinancing certain outstanding indcbtcdncss of thc C(~rpor~tion
previously incurred for thc purpose off financing thc cost offacquisition and construction of
cc~2ain health care fi~cilitics, all of which facilities arc more fi~lly described in Hxhibit A
attached hereto.
(c) Thc Corporation and thc I tospital havc appl lcd to thc Authority to issue a series
of its privatcactivity revenue bonds in thc initial aggregate principal amount of not tocxccccl
S 17,000,000 (thc "Series 1999A Bonds") tbr Ibc principal ptlrposc O1'( I ) lSnancing a portion
of certain costs ofacquisition, construction and equipping ofccrtain health care fi~cilitics (thc
"Project") to be owned and operated by the ttospital, (2) refinancing a portion of certain
outstanding indebtedness (thc "Existing Indebtedness") of the Corporation previously
incurred for thc purpose of financing thc cost ofacquisition and construction ofccnain health
care fimilities, and (3) paying costs associated with the issuance oftbc Series 1999A Bonds.
Thc Corporation and thc l.lospital have applied to thc Authority to issue simt~ltancouslv with
thc issuance ortho Series 1999A Bonds a series of its taxable private activity revenue bonds
A-1
in the initial aggregate amount of'not to exceed S l 2,000,000 (the '~Scrics 1999B Bonds" and.
together wilh thc Series 1999A Bonds, thc "Bonds") for Iht principal purpose
financing a portion of certain costs ofacquisilion, construction and cqt~ipping of thc I'?jcct.
(2) refinancing a portion of thc Existing Indebtedness, and (3)paying cosls associated with
thc issuance ot'thc Series 1999B Bonds.
(d) Thc Authority considers the issuance and sale ortho Bonds, for thc pt~rposcs
hcrcinabovc set tkmh, consistent with thc objectives of thc Act. This Agreement constitutes
official action ol'thc Authority loward thc issuance ofthe Series 1999A Bonds in accordance
with lbo purt~oscs of thc Act and the applicable United States'l'rcasuFv l~cgulations.
2. Undcrlakingson thc Parl ol'thc :\t~thoritv. Subject tothetcrms hcrcol', thc
Authority agrees as follows:
(a) Subject Io thc Corporation and thc t lospital providing thc At, thoritv with
sufficient evidence to enable the Authority to make the findings scl forth in Section 159.29
oF thc Act. lbo Authority will, subject to Section 4(g)hereof. authorize thc iss, uancc of tl~c
Ilonds. in one or more series, in thc aggregate principal anlotlnl necessary
tSm~ncc thc cost oF acquiring, constructing and cqt~ipping thc Prt!jcct and 1o refinance thc
Existing Indebtedness as thc Amhority, thc Coq¢oration and thc t lospital shall
writing (including costs oF issuance of such Bonds), btll ill all events, lllC pFincipal amount
ofsuch Bonds shall not exceed thc lesser of(i) ti~c amount determined by thc Authority. thc
Corporation and thc l tospital necessary to accomplish thc foregoing, or (ii)
(b) Thc Authority will cooperate with thc Corporation and thc I lospital and with
thc underwriters, placement agents or purchasers of thc Bonds and thc Bond Counsel of thc
.,~ulhoritv with respect to the issuance and sale oEthe Bonds and will take such Further action
and authoriz, e thc execution of such documents as shall be mutually salisfi~ctory to thc
Authority. thc Corporation and thc )lospital For t]lO authorization, issuance and sale ol'such
13onds and thc usc of thc proceeds thereof to finance thc cost oFconstructing, acquiring and
equipping thc Project, to refinance thc Existing Indebtedness and to pay costs related to thc
issuance oFthe Bonds.
(c) Such actions and documents may permit the issuance From time to lime in
filttmrc oFadditional bonds on terms which shall be set tb~qh therein, whclhcr pari passu wilh
other series oFbonds or otherwise, tbr thc purposo oF(l) defraying thc cost ofcomplclion.
enlargements, improvcmcnls and expansions of Iht Project, or any segment thcrcol~ or(2)
rchmding all or a pomion of thc Bonds.
A-2
1614 ""
(d) Thc Ioar~ agrcemcnls. Irust indentures, and other Iqnancing (]oct~menls
(collectively, thc "Financing Agreements") among the Authority, thc Corporation and tho
I tospital shall, under terms agreed upon by thc parties, provide for payments to bc made by
thc Co~oration and the ttospital in such sums as shall be necessary ~o pay thc amounts
required under thc Act, including thc principal of and interest and redemption premium.
any. on thc Bonds. as and when thc same shall become duc and p',~yablc.
(e) In at,lhorixing any issuance of thc Bonds l'mrstmnl to this Agrccmcm. thc
Authority will make no warranty, either expressed or implied, that thc proceeds oFthc Bonds
will Bt: sufficient to pay all costs ofacquiring, conslructir~g and expanding the Project or that
those Facilities encompassed by thc Project will be suitable for thc purposes or needs of thc
Corporation.
(t) Thc Bonds shall spccificall.v provide that they arc payable solely fi'om thc
revenues derived t?om thc Financing .-[grccmcnts among thc Authority. thc C'orporation and
thc t lospital or other agreements at)proved by thc Authority. Thc Bonds ami thc interest
thereon shall not constitute an indebtedness or pledge of thc general credit o fCollicr ('tmnlx'.
the State of' Florida or any political subdivision or agcncy thcrcof, and such filet shall be
plainly stated on the Face of each of the Bonds.
(g) Issuanceofthc Scrics 1999:\ Bonds by the Autl~oritv shall bc contingent upon
(i) satisfaction ofall oflhe provisions hcrcofand all provisions ofthc Internal Revenue ('ode
of 1986. as amended (thc "Code" ). and thc regulations promulgated thcrcumtcr, including thc
ability of and desirability by lbo Authority to issue obligations ~(, fimmcc thc costs of thc
Pr%jeer and to rcfinnncc thc Existing Indebtedness and (ii) thc approval by thc Board of
County Commissioners ofCollicr County in accordance with thc provisions ofScction 147(
off thc Co(lc.
3. UndcrtakingsonthcF'artofthc('orporationandthct-lospital. SuJ~jcct to thc
terms hereof, thc Corporation and thc l-lospital agree as follows:
(a) Thc Corporation and the l-lospital will usc reasonable efforts to insure tl~at thc
Bonds in thc aggregate principal amount as stated above arc sold: provided, however, that
the terms of such Bonds and of the sale and delivery thereof shall be mutually satisfactory
to thc Authority. the Co~oration and the Hospital.
(b) Priorto thc issuance o£thc Bonds in thc principal amount stated above in one
or morc series fi'om time to time as thc Authority, the Corporation and Iht t tospital shall
agree in writing, thc Corporation and thc Hospital will enter into thc Financing Agreements
with thc Authority, thc terms of which shall be mutually agreeable to thc Autimrity. tl~c
A-3
161z
Corporation and thc l{ospital, providing for tile loan or usc of thc proceeds of thc Igonds ltl
finance a portion ortho costs ortho Project and to refinance thc Existing Indebtedness. Such
Financing Agreements will provide that thc Corporation and thc I It~spital will bc obligated
to pay the Authority (or thc trustee l~r holders of thc Bonds on bchalf of ibc Authority. as
thc case may be) sums suflicicnt in thc aggregate to enable thc Authority to pay ti~c principal
of and interest and redemption premium, iff any, on thc Bonds, as and when thc same shall
become duc and payable, and all other expenses related to thc issuance and ddivcrv of thc
Bonds.
(c) Thc Corporation and tile I lospital shall, in addition to paying thc amounts
ti)nh in thc Financing Agreements, pay all applicable costs el'operation, maintenance, taxes.
governmental and other charges which may be assessed or levied against or with respect
thc Pr%jeer or thc property financed by the Existing Indebtedness and refinanced with
portion of thc proceeds of the Bonds.
(d) To tim extent not otherwise paid t¥om Bond proceeds, thc ('orp,)~'ation and thc
I lospital hereby agree to pay(i) thc Authority Bond Issuance Fcc. (ii)all ol'lhctmt-olLt)ockct
expenses ofol'ficials and representatives of thc Authority incurred in connection x~i~h thc
issuance ortho Bonds and (iii) all fees and expenses of Donald A. Pickworlh, P.A.. ('ounscl
to thc Authority, and of Brown & ~Vood, LLP, Bond Counsel.
(c) Thc Corporation and the Hospital will hold thc Authority and Collier County
frcc and harmless from any loss or damage and from any taxes or other charges levied tlr
assessed by reason of any mortgaging or oti~cr disposition of tile Project or ti~c property
financed by tile Existing Indebtedness and refinanced with a portion of thc proceeds of thc
Bonds.
(f) Thc Corporation and the I tospital agree to indemnify' and dc fend tim Authority
and Collier County and hold thc Authority and Collier County and any officer or employee
thereof harmless against any and all claims, losses, liabilities or damages to property or any
injury or death of any person or persons occurring in connection witt] thc Project or thc
properly financcd by thc Existing Indebtedness anti refinanced with a portion el'thc proceeds
of thc Bonds or linc issuance o fthc Bonds and ti~e Corporation's or thc I I ospital's unctcrtaking
thcrcoh or in any way growing out of or resulting from this Agreement including, wifl~out
limitation, all costs and expenses of thc Authority and reasonable attorneys' fccs incurred in
thc enforcement of any agreement of thc Co¢oration contained herein, but excluding any
claims, losses, liabilities or damages resulting from the Authority's or Collier County's gross
negligence or willful misconduct. In thc event that thc Bonds arc not issued and delivered.
this indemnity shall survive thc termination of this Agreement.
A-4
(g) The Corporation and the Hospital will take such further action as may be
required to implement its aforesaid undertakings and as it may deem appropriate in
pursuance lhcrco[:
4. Gencral Provisions. All commitmentsofthe Authority under Section 2 hereof
and of the Corporation and the Hospital under Section 3 hereof arc subject to tile conditions
that all of thc following events shall have occurred not later than January I. 2()0(). or such
other date as shall be mutually satisfactory to the Authority. thc Corporation and thc
Hospital.
(a) Thc Authority shall bc lawfully entitled to issue thc Bonds as herein
contemplated.
(b) Thc Authority, thc Corporation and thc t tospital shall havc agreed ,.m mutually
acceptable tcrms for thc Bonds and thc sale and delivery thcrcofand mutu~lly acceptable
tem'~s and conditions of any trust instruments or instruments in rcspcct thereto and any
Financing Agreements or other agreements incidental to thc financing or referred to in
Sections 2 and 3 hereof.
(c) Rulings satisfitctory to the Corporation. the Hospital and the Authority as to
such mattcrs with respect to thc Scrics 1999A Bonds. thc Projcct, thc property financed by
thc Existing Indebtedness, thc Financing Agreements and any other trust instrunlcnt or
instruments, ifspccificd by thc Authority, the Corporation and thc I lospital, shall have bccn
obtained from thc lntcmal Revenue Service and/or the United States Treasury Department
and shall be in full force and effect at the time of issuance ofthe Series 1999A Bonds.
(d) Such other rulings, approvals, consents, certificates ofcompliancc, opinions
of counsel and other instruments and proceedings satisfactory to the Coq)oration, the
Hospital and thc Authority as to such matters with respect to thc Bonds, tile Project. the
property financed by thc Existing Indebtedness, the Financing Agrccmcnts and any other
trust instrument or instruments, as shall be specified by the Corporation, tile Hospital or the
Authority, shall have been obtained from such governmental, as well as non-governmental.
agencies and entities as may have or assert competent jurisdiction over or interest in matters
pertinent thereto and shall be in full force and effect at the time of issuance of thc Bonds.
(c) Compliance with all applicable provisions ofChaptcrs 159, 189, 215 and 218.
Florida Statutes, and the Authority's guidelines and proccdurcs relating to thc issuance el'thc
Ben(Is, thc interest rates thereon, thc type of purchasers of thc Bonds and thc terms on which
thc Bonds may otherwise be issued.
A-5
I I ~'11III IIIIIIIIIIII III II
]614
(f) Notwithstanding any other terms hereof, nothing contained herein shall bc
construed to create a binding commitment by the Authority to issue thc 13onds until such
tin]c, i fever, as the Authority shall grant its final approval for thc issuance of thc Bonds and
Ibc final terms and provisions of' the Financing Agreements. By execution hereof, thc
Corporation and file }tospital agrcc that tile Authority may withhold its final approval o [ thc
issuance of thc Bonds in its sole discretion and shall not incur any liability whatsoever as a
result of it not granting any such approval notwithstanding any other provision hereof.
(i) Receipt by thc Corporation and thc Hospital of all licenses and necessary
approvals fi'om thc Florida Department of Insurance and any other applicable governmental
authorities.
If tile events sci forth in this Section 4 do not take place within thc time set lbrth or
any extension thereof, thc Corporation and ll~c l tospilal agree tha~ lhcv will ,cimbursc thc
Authority lbr all thc reasonable and necessary direct or indirect expenses which thc Authority
may incur at thc Corporation's or thc I lospital's request arising fi'om thc execution of this
Agreement and thc performance by thc Authority of its obligations hcrcundcr, including
reasonable Icgal fccs and expenses for Counsel to the Authority and Bond Counsel.
5. Bindin¢ Effect. All covenants and agrccmcnts hcrcin contained by or on bchalf
of thc Authority, thc Corporation and tile Hospital shall bind and inure to tile benefit ol'thc
respective successors and assigns ortho Authority, tile Corporation and tile l Iospital whether
so expressed or not.
IN WITNESS WHEREOF, the parties hereto have entered into this/\grccmcnt bv
Ih¢ir officers thereunder duly authorized as ofthe 15th da), of January, 1999.
COLLIER COUNTY INDUSTRIAl.
I)EVEI.,Oi'MENT AU'I'IIOI/IT'Y
(Sf£:\L)
A'I'TI-~ST:
/si
Chairman
Secretary
COMMUNITY tiEAI71'll CAR. E, IN(-.'.
A-6
(SEAl.)
ATTEST:
/s/
Prcsidcnt
/si
Secretary
(SEAL)
AT'FEST:
/s/
Secretary
MARCO ISLAND ttOSPIT,.\I.. IN('.
/s/
President
A-7
1614
EXtllBIT A TO PRELI.MINARY AGREE~IENT
I)ESCI?,Iirl'iON OF EXISTING INDEBTEI)NESS ANI) I~RO.JECT
Thc l'.'xisting Indebtedness consists oftv,'o loan agreements w/th First Un/on National
Bank relating to (a) the acquisition, construction, installation and equipping ora two-story.
approximately 39,000 square foot building which houses a medical clinic opcrated by Collier
l tealth Sen'ices. Inc., a laborato~T, various administrative offices and various social service
agency offices and (b) the acquisition ora two-sto~7, approximately 162.000 square lbot
building, a portion ofwhich is used as a medical plaza which houses a wcllncs< center, space
For outpatient rehabilitation services, laboratory fi~cilitics, physician offices and clinical
space. Thc Prqjcct will consist of thc construction and equipping of a lwo-stOFv.
approximately 24.000 square IBot building, a pon/on of which w/Il by used as a hcahh ca~c
fi~cility which will include a cardiac wellness center and space For outpalicnt rchabililation
scm'ices.
NapLes Daily Neus
Naples, FL 34102
Affidavit of Publication --
Naples Del Ly News Not ce of Public Hearing
................................................................. -' ........... Notice Is hereby given that the Collier County tndustrl-
al Development Authority {the "Authority") will Con-
duct o special heorlng on January 15, 1999 of 9:00 a.m.
In the Economic Development Council of Collier
ty Conference Room, 3050 North Horseshoe Drive,
Suite 120, NOD es, Florida, 34104 for the purpose of
P IClCdORTH, 0ONALD P.A. calving public comments and hearing discussion Con-
earning the PrOpoSed issuance of the Authorlt
5150 TAMIRM! TRL N #602 Health Core Focll fas Revenue Bonds, (Commu~¥t¥
NAPLES FL 34103 Health Care, lac. Obligated Group), Series 1999A In on
amount not to exceed $20,000,000 (the "Bonds") for
purpose of making o loon to Community Health Care,
Inc., o Florida corporation not for profit ("Community
Health Core"), andMorco ISland Hospital, Inc., a Flori.
da corporation not for profit ("Marco Island Hospital"),
for the purpose of providing funds, together with other
available funds, to (o) retire certain Interim Indebted.
REFERENCE: 010784 ness Incurred In connection with fha refinancing of o
commercial bank loon the proceeds of which were
5780196/. Notice of Public Hea . used to construct and equip o two-story, approx.
lately 39,000 square foot bulldtr w I
'm I ,g hch houses o
State of Florida [ Inced_co.[._cl?.lC operated by Codl,..r .Heotth Services
t .... u r~orloa corporation not for profit, o IOborato~ v'
County of Collier I various odmn strollve officer, and various
B~efore the undersigned authority, personally /service agency offices(the '. ~,nOkolee Health Por'~.
J'PreJect'JJa,(b)~Tetlre .certain ht,~arlm~lr~le~fed .rtess _ r~.
opp.ared John E. TayLor~ who on oath says that he ! turfed In conluncflon wl~-~e acquisition rff'~?wo
serves as Assistant Controller of the Naples Daily ~.r.?..,,~ppro, xln?~felv. 162,000 square I'oot building
j [~vH~un Oi wtllch 15 used os a medical pla:a w~Jch
Ne~s, a daity newspaper published at Naples, in j nouses o we Iness cesta' space for outpatient fehobJl.
Collier County, Florida: that the attached copy Italian services Ioboroto~-v facilities, Physician oHIces
Of advertising was published in said newspaper on em"), (c) finance the construction and equ pp n~ of a
'and clinical sP~ce (the "Grand Central Station Pro[.
dates Listed. two.story opprox lately 24,000 square foot braiding,
Affiant further says that the said Naples Oat ly o portion ~f which will be used os o health care focll/ty
which will Include a cardiac wellness center and
News ~s a neuspaper published at Naples, tn said s~oce for ot.dpotlent rehob lotion services (the "Mar.
Collier County, FLorida, and that the said co Island Project"] and id) pay certain expenses in-
curred In connection with the Issuance of fha Bonds,
newspaper has heretofore been continuously
published in said Collier County, FLorida, each
day and has been entered as second class mail
matter at the post office in NapLes~ in said
CoLLier County, FLorida, for a period of 1 year
next preceding the first publication of the
attached copy of advertisement; and affiant
further says that nhe has neither paid nor
proeised any person, fire or reparation any
discount, rebate, commission or refund for the
purpose of securing this advertisement for
publication in the said neuspaper.
PUBLISHED ON: 12/30
AD SPACE: !88.~ INCH
FILED ON: 12/~0j9~ n .
..... ' .......... ~:7 .............. ~-r'''= ..........................
S.orn to and Subscrib~ befg~e~m, this ~ day of L~LC 1~_~"
,~['~,, ]oyce E. Blozier
". '~i.,\ ~,y COMMISSION # CC702521 EXPIRES
:.., .~ ~ril 10, 2002
'~ ~ BONDED IHRU I~OY F~N IN~C[, ~
Including certain fees and expenses incurred In con-
aeolian with credit enhancement for the Bands.
The Immokolee Health Core Project Is located of 454
Madison Avenue, mmokalee, Florida and is owned by
Commun fy Health Core.
The Grand Central Station Project Is located at 308
Ooodleffe Rood Sol/th, Naples, Florida ond is owned
and operated by Community Health Core.
iThe Marco Island Pro eof Is located at 40 laeafhwood
Drive South, Marco Island Florida and Is owned and
oP.erafed by Marco Island Iq'ospifo.
All Irrferesfed persons ore Invlted to submit written
Comments or offend the hearing, either persor~Uy or
through their reoresentoflve/ and will be plven on op-
portunity fo express their views Concerning the ~'oJ-
acts or the financing. Anyone destrlng to make written
comments In advance of the hearing may send such
COmments to:
Collier County Industrial Development Authority
C/O Economic Development Council
30.50 North Horseshoe Ch- va, Suite 120
Naples, Florida 34104
Yrltten comments received In advance of the hear.
ag, and oral comments.mode at the hearing, ore for
he consideration of the Authority and will not bind the
~,uthorltv. Copies of the oppllc~lons for financing ore
,valloble for inspection and coayIng of the office of
ne Authority set forth above...
SHOULD ANY-PERSON DECIDE TO APPEAL ANY
DECISION MADE BY THE AUTHORITY WITH RE.
SPELT TO ANY MATTER CONSIDERED AT SUCH
HEARING, SUCH PERSON ',"/ILL NEED A RECORD OF
THE PROCEEDINGS AND, FOR THAT' PURPOSE
SUCH PERSON MAY NEED TO ENSURE TH~.T ~
VERBATIM RECORD OF THE PROCEEDINGS IS
'MADE, WHICH RECORD INCLUDES THE TESTI~'~O.
NY AND EVIDENCE UPON WHICH THE APPEAL 15
TO BE BASED.
In accordance with fha Americans wlth Disabilities
ACt, Persons needing o special accommodation to par.
tlclpote In this hearing should contact Donald A. Pick.
worth, ~eneral C. ounsel, of (941] 263-8060 no oter than
seven {7] days prior to the hearing.
This notice Is given pursuant to Section t4?(f] of the In.
ternol Revenue Code. as amended.
Collier County Industr o Development Authority
/S/Donald A. P ckworth
Assistant Secretary and General Counsel
December 30 No. 1331231
EXHIBIT B
(INDUCEMENT RESOLUTION-COMMUNITY HEALTH
CARE, INC./MARCO ISLAND HOSPITAL)