Resolution 2010-235
RESOLUTION NO. 2010- 235
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(1) OF THE INTERNAL REVENUE CODE, AS AMENDED;
PROVIDING FOR OTHER RELATED MATTERS, AND PROVIDING AN
EFFECTIVE DATE.
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 (the
"Board") 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, Naples Community Hospital, Inc., and its sole member NCH Healthcare
System, Inc., each a Florida not-for-profit corporation (collectively, the "Corporation"), has
requested the Authority to issue its Health Care Facilities Revenue Bonds (NCH Healthcare
System Project), (the "Bonds") for the purpose of making a loan to the Corporation to finance or
reimburse the Corporation for the costs of the Project including the refunding of the Refunded
Bonds (as such terms are described in the Authority 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(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 November I,
2010 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 November 16,2010, 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, and the Board desires to evidence approval of the issuance of the
Bonds to satisfy the requirements of the Code,
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 series, in such aggregate principal amount (not to
exceed $150 million), 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.
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, nor shall it
abrogate any regulations of the City of Naples for any portions of the Project located within the
regulatory jurisdiction of the City of Naples. 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 or City of Naples
Growth Management Plan or Land Development Code as applicable.
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 14th day of December, 2010.
A TIEST: , .
D1YigJ1t: E: g~ck. Clerk
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COLLIER COUNTY, FLORIDA BY
ITS BOARD OF COUNTY
COMMISSIONERS
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Fred W. Coyle, Chairman
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RESOLUTION NO. 2010-.03
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
REGARDING THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS HEALTHCARE
FACILITIES REVENUE BONDS (NCH HEAL THCARE
SYSTEM PROJECT) IN ONE OR MORE SERIES
AGGREGA TE PRINCIPAL AMOUNT OF NOT EXCEEDING
$150,000,000 FOR THE PRINCIPAL PURPOSES OF (i)
FINANCING CERTAIN COSTS INCURRED OR TO BE
INCURRED BY NAPLES COMMUNITY HOSPITAL, INC.
OR ITS SOLE MEMBER, NCH HEALTHCARE SYSTEM,
INC. (COLLECTIVELY, THE "CORPORATION") IN
CONNECTION WITH THE ACQUISITION,
CONSTRUCTION, RENOVATION AND EQUIPPING OF
CERTAIN HEAL THCARE FACILITIES AND (ii)
REFUNDING ALL OR ^ PORTION OF TIlE OUTSTANDING
CITY OF NAPLES, FLORIDA HOSPITAL REFUNDING
REVENUE BONDS (NAPLES COMMUNITY HOSPITAL,
INC. PROJECT), SERIES 1993 AND CITY OF NAPLES,
FLORIDA HOSPITAL REVENUE BONDS (NAPLES
COMMUNITY HOSPITAL, INC. PROJECT), SERIES 1996;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
PRELIMINARY AGREEMENT BETWEEN THE
AUTHOIUTY AND THE CORPORATION; AND PROVIDING
FOR RELATED MA TIERS.
WHEREAS, Naples Community Hospital, Inc., a Florida not-for-profit corporation,
the sole member of which is NCH Healthcare System, Inc., a Florida not-for-profit
corporation (collectively, the "Corporation") has applied to the Collier County Industrial
Development Authority (the "Authority") to issue one or more series of its private activity
revenue honds in the aggregate principal amount of not to exceed $150,000,000 (the
"Bonds") for the purposes of (i) financing certain costs of construction, renovation and
equipping of certain healthcare facilities (the "Project") to be owned and operated by the
Corporation, (ii) refunding all or a portion of the outstanding City of Naples, Florida Hospital
Refunding Revenue Bonds (Naples Community Hospital, Inc. Project), Series 1993 apd City
of Naples, Florida Hospital Revenue Donds (Naples Community Hospital, Inc. Project),
EXHIBIT A TO BCC RESOLUTION
Series 1996 (collectively, the "Refunded Bonds"), (iii) funding any necessary reserves, and
(iv) paying costs associated with the issuance of the Bonds; and
WHEREAS, the "Project," as described in the application submitted by the
Corporation to the Authority consists of constructing, renovating and equipping healthcare
facilities, including, without limitation, patient rooms on the 5th and 6th floor and other
facilities renovations and equipment upgrades in the North Naples patient tower located at
11190 IleaIthpark Boulevard, Naples, Florida 34110, the Naples Heart Institute and other
facilities renovations and equipment upgrades at the Downtown Campus, located at 350 7th
Street N., Naples, Florida 34110 and the acquisition ofthe Medical Arts Building, located at
773 4th Ave N., Naples, Florida 34102; 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 and refund the Refunded Bonds under loan or
other financing agreements, and pursuant to the terms thereof which will providc that
payments thcreunder 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
WHEREAS, in order to satisfy certain of the requirements of Section I 47(t) 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 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 Bonds and the
location and nature of the Project, as more particularly described in the notice of public
hearing attached hereto as Exhibit A; and
WHEREAS, it is intended that this Resolution shall constitute official action toward
the issuance of the Bonds within the mcaning of the applicable United States Trcasury
Regulations in addition to any other action that may have heretofore been taken by the
Corporation;
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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 applicablc provisions of law.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered
into to pennit the Corporation to proceed with the financing of the costs of the Project and
the refunding of the Refunded Bonds 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 thcreof 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 attached hereto as Exhibit R.
SECTION 3. APPROVAL OF THE FINANCING AND THE
REFUNDING. The financing ofthe costs of the Project (including, without limitation, the
reimbursement of any costs incurred by the Corporation prior to the issuance of the Bonds to
the extent pennitted by the Act and the Code) and the refunding of the Refunded Bonds by
the Authority through the issuance of the Bonds, pursuant to the Act, will promote the
economic development, prosperity, health and welfare of the citizcns of Collier County, will
promote the general economic structure of Collier County, and will thereby serve the public
purposes ofthc Act and is hercby preliminarily approved, subject, however, in all respects to
the Corporation meeting the conditions set forth in the Preliminary Agreemcnt to the sole
satisfaction of the Authority.
SECTION 4. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby detcnnines to issue the Bonds, if so
requestcd by the Corporation and subject in all respects to the conditions set forth in the
Preliminary Agreement, in one or more series in an aggregate principal amount not to excccd
$150,000,000 for the principal purposes of financing the costs of the Project and refunding
the Refunded Bonds as described in the Preliminary Agreement. The rate of interest payable
on the Bonds shall not exceed the maximum rate permitted by law.
SECTION 5. 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 ofthe 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.
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SECTION 6. OFFICIAL ACTION. This resolution is an official action of
the Authority toward the issuance of the Bonds, as contemplated in the Preliminary
Agreement, in accordance with the purposes of the laws ofthe State of Florida, the Code and
the applicable United States Treasury Regulations.
SECTION 7. 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
contemporancously with the issuance of the Bonds. The Authority has no taxing power.
SECTION 8. 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 of Collier
County or estopping Collier County from asserting any rights or responsibilities it may have
in that regard.
SECTION 9,
immediately.
EFFECTIVE DATE. This Resolution shall take effect
...ADOPTED this 16th day of Novcmber, 2010.
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Naples Daily News
Naples, FL 34110
Affidavit of publication
Naples Daily News
--------------------------------------------------+------------------------
PICKWORTH, DONALD P.A.
5150 TAMIAMI TRL N #502
NAPLES FL 34103
REFERENCE: 010784
59633034
COLLIER COUNTY INDU~
State of Florida
Counties of Collier and Lee
Before the undersigned authority, persor.
appeared Kim pokarney, who on oath says t
serves as the Accounting Manager, of the
Daily News, a daily newspaper published a
in Collier County, Florida: distributed i1
and Lee counties of Florida; that the att
copy of advertising was published in said
newspaper on dates listed.
Affiant further says that the said Napl
News is a newspaper published at Naples,
Collier County, Florida, and that the sai
newspaper has heretofore been continuousl
day and has been entered as second class
matter at the post office in Naples, in s
Collier County, Florida, for a period of
next preceding the first publication of t ,
attached copy of advertisement; and affian
further says that he has neither paid nor
promised any person, firm or corporation ~
discount, rebate, commission or refund fo
purpose of securing this advertisement fo
publication in the said newspaper.
PUBLISHED ON: 11/01
Collier Counly Indurtri.1 D...lopOlont AutIlOllly
Notle. of SpecI.1 Mte\ing ond Public H'lIlng
(N.pr.s Community H"'flit.I, Inc.) .
Nolle. II lIer.~ gl.... thlt tile CoIII.r County Indun,11l DtMIIopmtnl Authority
(th. . Authority.) will eOflduct . spedll mHllng Ind pubic hllnng on N....1llber
16,2010 .t no ..m.ln tile Economic Dewtoprritnt Council of Conror County Cqn.
f.llne. ~OO.... 1050 Nonh Ho~ Dm.. Suit. 120. N.plft, FIOIlde, 34104 for
tho PurllOM of ,ecl""ng public CIlIT1IIlIIItI IlIld h..rlnG dltclllllon concerning \he
plOpoled Issuance' of tho AU1ho,1ty'1 Huithe... ,..mlitt ~..."... Bondi (NCH
Heelthclft Sy>ttfY1 ~. 51,1. 2010 (or lucII oth.. dtll9ntllon .. tho Corport-
tlon (defined below) IIId the AU1horl!y d..... ,,,,,,Or.I.lI) In .n I""gall prlncl.
p.1 .mount not to .....d $150.000,000 (1IIe 'Ionds' . for Ih. purpOlt of ...klng .
lo.n or loonl to Nlplel Community tio",lt~I, Inc., . Flo,lde co",orlllon nol lor
profit. the sole member 01 which II NCH MttllhUII System. Inc. (Ihe 'COIflOl'-
Illon.t for "'. ""poll 01 ptOYlding lunds to el) flnonet . portion of Ih. COlI of
<OIlJlr\lCt\nl .ncI equipping h..h/lc.... loelllt'.., Including. without IImltotlon, Pi-
lIent rooms on Ih. Sill aiKI 6th IIoot .nd 01.... fllCilitl.. '."....IIon. .nd oqulp.
rnent uPlIrtd" In tho North Nlpltl plllent tower Iocattd II 11 t 90 H...tII......
loul..ord, Nepl... Florid. ~ 1 ~ "opltt Hew! Instltlltt Ind ollw f.cll_ ....
~:r~~"'=. .~~~ul~:::: ~~ Ind ,:~h. =:;.~ ~m::nu'f"'~ 1~~50 ~:
ClIted .t 77) 4th AYO N., Nopl... FIO'Id'~102 (calloctlvtly, tile 'ProJ_.,. 'I! II'
lund .11 or . ponlon OT tIl. ouut.ndl"9 (I) City of NaPI", florid. HospitIl ~..
lundl"9 R..."uo lands (Mapltt Community H"'fliltl, Inc. Proloctl, SIr'" 1993 .nd
lbl=: of N.pltt, Florid. Hospltll Revtnue londs (Ntplts Community HoeJ1ltoI. Inc.
PI . 51n. 1 ~ 131 fund . dtbl IItVIet ...- 1Und. "ntCtlWy .niI (.tpoy
CI .In expense. I~NII'td in eonntctlon wl1ll tIl. IssuMlCl of the .0Nle. TIle rroj-
tct will I>> owned .nd ~ by tile Corporltion ondIor its sol. mtmbtt. ,
Th. londs will I>> pay.ble sol.1Y from 111. rtYtnutt dtrlvld by the Autho,1ty from
a loin agrttmtnl III othtr fln.nclnl docurntnlS I>>_n the AI/thortty .nd the
COl'pOl'ltlCln. Nolthtr tho landl nor tho Intortst thlrtOn ,hili I>> .n Indtbttdneu
01. 01 . pltclg. 01. lhe IlllIng _r 01 .ny othtt ,_n_ of CollIII County. lht
Stilt of "0I1d.; or "." politlur sUbdMslon or .gency Ih~.
C~ of tho .pplc.1t1on for "'*"lnl .... ..aillllle fo, '"'poetion .nd eOll'tlng .t
lhe offlct 01 Ihe Authority 1ft folth I>>1ow. All Intlftfltd pOnons 1ft Invited to
submtt wrltttn eO'M"n!I Of .lItnd the h.ortng. .illw pOlIOlltlly or tIlrougll thol,
rtp_lllvo, IlIld wlU be given .n opporl>lnlty to e'JI'" th.1r "'_ eoncomlng
tho proJtct 01 lilt financing. -'"Yone dttlrlng 10 mlk. wtttttn e_nu In ocr.
VInet of th. helllng may .tnil.uch commenU to:
Collier County IndusVlaI DtvtI,:m AutIl=
:JQso Harth Ho,...ho. Drlvt. Sull. 120 c/o Economic 0 opmt~t Coune
NIDI.. Florldl34104
SHOULD ANY PEIt50N DECOE TO APPlAl. ANY DEOSiON MADE BY THE AUTHORI.
~Lrn~~'rcO% "C,y ~~WM~~~gf~:D~TF~%~r~:Ol~cr~WR~
SON MAY NEED TO ENSURE THAT A Vf~.ATIM ~KClN) Of THE PlloaEOINGS IS
MADE, WHICH RECO~D INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH
THE APPfAL 15 TO IE lASiD.
In cordone. with tho AmlllclnJ with Dllabllltitt Ad. ptItOllI n"dlng . 'plCl.1
accommodltlon to pa/tldpltt In Ihls htlling should conuct Don.1d A. PldrNottl>.
a.n...1 Counsel. It (219) 26l-106O no Iller Ihln .fYln m d.1'I prior to the h_.
.~'fi Nltlce II gtven punulI1t to Section 147(f) of the Intero" "evenl,llJ Code, ..
~n~COUNTY INtlU51'RIAL OtvUO'MENT AV1l1OtIIlY
'IIDONIld A. Plckwo"h
Allmant Stellt.ry .nd Gon...1 Caunltt
NOYlmber I., 2010
No. 117.aU
AD SPACE: 92 LINE
FILED ON: 11/01/10
::~~::~::.~:-~::::~:--~~~---------------+------------------------
--
Sworn to and Subscribed
before me this l.\..\.~
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Personally known by me
EXHIBIT A TO
AUTHORITY RESOLUTION
day of C'\Jo"'-ew'\'t,.e.r 20 to
...,~.~~::g:~:.... KABOl E 1(:'.r;r:A,~
r: ~ \..~" ~ Notary Public . SI,'le-~'f Florid~
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..{...<;~o/ My Com,:" EXPires J~I :?'J. 2013
. ";t,~.:::~}\~"" COn1l111SSlC,l) II DO 912237
PRELIMINARY AGREEMENT FOR ISSUANCE OF
PRIVATE ACTIVITY REVENUE BONDS
This Agreement between the Collier County Industrial Development Authority, a
public body corporate and politic (the "Authority") and Naples Community Hospital, Inc., the
sole member of which is NCH Hcaithcare System, Inc., each a Florida not~for-profit
corporation (collectively, the "Corporation").
WIT N E SSE T H:
I. Preliminary Statement. Among the matters of mutual understanding and
inducement which have resulted in the execution of this Agreement are the following:
(a) The Act provides that the Authority may issue revenue bonds and loan the
proceeds thereof to one or more persons, firms or private corporations, or use such proceeds,
to defray the cost of acquiring, by purchase or construction, certain qualifying healthcare
facilities.
(b) Thc Corporation is considering financing the costs of the construction,
renovation and equipping of health care facilities more particularly described in the
application for financing submitted to the Authority and described as the "Project" in the
Resolution of the Authority adopted of even date herewith.
(c) The Corporation is also considering refunding all or a portion of the
outstanding City of Naples, Florida Hospital Refunding Revenue Bonds (Naples Community
Hospital, Inc. Project), Series 1993 and City of Naples, Florida Hospital Revenue Bonds
(Naples Community Hospital, Inc. Project), Series 1996, as described as the "Refunded
Bonds" in the Resolution of the Authority adopted of even date herewith.
(d) The Corporation has applied to the Authority to issue one or more series of its
private activity revenue bonds in the aggregate principal amount of not to exceed
$150,000,000 (the "Bonds") for the principal purpose of financing (or reimbursing the
Corporation for) the costs of acquisition of the Project, refunding the Refunded Bonds,
funding any necessary reserves and paying costs associated with the issuance of the Bonds.
(e) The Authority considers the issuance and sale oflhe Bonds, for the purposes
hereinabove set forth, consistent with the objectives of the Act. This Agreement constitutes
official action of the Authority toward the issuance of the Bonds in accordance with the
purposes of the Act, the Internal Revenue Code of 1986, as amended (the "Code") and the
applicable United States Treasury Regulations.
EXHIBIT B TO
AUTHORITY RESOLUTION
2. Undertakings on the .Part of the Authority. Subject to the terms hereof, the
Authority agrees as follows:
(a) Subject to the Corporation providing the Authority with sufficient evidence to
enable the Authority to make the findings set forth in Section 159.29 of the Act, the
Authority will, subject to Section 4 hereof, authorize thc issuance of the Bonds, in one or
more series, in the aggregate principal amount necessary and sufficient to finance (or
reimburse the Corporation for) the cost of the Project and refunding the Refunded Bonds,
but in all events, the principal amount of such Bonds shall not exceed the lesser of (i) the
amount determined by the Authority and the Corporation necessary to accomplish the
foregoing, or (ii) $150,000,000.
(b) The Authority will cooperate with the Corporation and with the underwriters,
placement agents and/or purchasers of the Bonds and Nabors, Giblin & Nickerson, P.A.,
Bond Counsel with respect to the issuance and sale of the Bonds and will take such further
action and authorize the execution of such documents as shall be mutually satisfactory to the
Authority and the Corporation for the authorization, issuance and sale of such Bonds and the
use of the proceeds thereof to finance the cost of constructing, acquiring and equipping the
Project, to refund the Refunded Bonds, fund any necessary reserves and to pay costs related
to the issuance of the Bonds.
(c) Such actions and documents may pennit the issuance from time to time in the
future of additional bonds on terms which shall be set forth therein, whether pari passu with
other series of bonds or otherwise, for the purpose of (1) defraying the cost of completion,
enlargcmcnts, improvements and expansions of the Project, or any segment thereof, or (2)
refunding all or a portion of the Bonds.
(d) The Joan agreements, trust indentures and other financing documents
(collectively, the "Financing Agreements") between the Authority and the Corporation shall,
under tenns agreed upon by the parties, provide for payments to be made by the Corporation
in such sums as shall be necessary to pay the amounts required under the Act, including the
principal of and interest and redemption premium, if any, on the Bonds, as and when the
same shall become due and payable.
(e) In authorizing any issuance of the Bonds pursuant to this Agreement, the
Authority will make no warranty, either expressed or implied, that the proceeds of the Bonds
will be sufficient to pay all costs of acquiring, constructing and expanding the Project or
refunding the Refunded Bonds or that those facilities encompassed by the Project will be
suitable for the purposes or needs of the Corporation.
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(t) The Bonds shall specifically provide that they are payable solely from the
revenues derived from the Financing Agreements or other agreements approved by the
Authority. The Bonds and the interest thereon shall not constitute an indebtedness or pledge
of the general credit of Collier County, the State of Florida or any political subdivision or
agency thercof, and such fact shall be plainly stated on the face of each of the Bonds.
(g) Issuance ofthe Bonds by the Authority shall be contingent upon (i) satisfaction
of all ofthc provisions hereof and all provisions of the Code and the regulations promulgated
thereunder, including the ability of and desirabil ity by thc Authority to issue obligations to
finance the costs of the Project and the refunding of the Refunded Bonds and (ii) the
approval by the Board of County Commissioners of Collier County in accordance with thc
provisions of Section 147(f) of the Code.
3. Undertakings on the Part ofthe Corporation. Subject to the terms hereot: the
Corporation agrees as follows:
(a) The Corporation will use reasonable efforts to insure that the Bonds in the
aggregate principal amount as stated above are sold; provided such Bonds and of the sale and
delivery thereof shall be mutually satisfactory to the Authority and the Corporation.
(b) Prior to the issuance of the Bonds in the principal amount stated above in one
or more series from time to time as the Authority and the Corporation shall agree in writing,
the Corporation will enter into the Financing Agreements with the Authority, the terms of
which shall be mutually agreeable to the Authority and the Corporation, providing for the
loan or use of the proceeds of the Bonds to finance (or reimburse the Corporation for) the
costs of the Project and to refund the Refunded Bonds. Such Financing Agreements will
provide that the Corporation will be obligated to pay the Authority (or the trustee for holders
of the Bonds on behalfofthe Authority, as the case may be) sums sufficient in the aggregate
to enable the Authority to pay the principal of and interest and redemption premium, if any,
on the Bonds, as and when the same shall become due and payable, and all other expenses
related to the issuance and delivery of the Bonds.
(c) The Corporation shall, in addition to paying the amounts set forth in the
Financing Agreements, pay all applicable costs of operation, maintenance, taxes,
governmental and other charges which may be assessed or levied against or with respect to
the Project.
(d) To the extent not otherwise paid from Bond proceeds, the Corporation hereby
agrees to pay (i) the Authority Bond Issuance Fee, (ii) all of the out-of-pocket expenses of
3
officials and representatives of the Authority incurred in connection with the issuance of the
Bonds and (iii) all fees and expenses of Donald A. Pickworth, P.A., Counsel to the Authority,
and of Nabors, Giblin & Nickerson, P.A., Bond Counsel, in each case whether or not the
Bonds are issued.
(e) The Corporation will hold the Authority and Collier County free and harmless
from any loss or damage and from any taxcs or other charges levied or assessed by reason of
any mortgaging or other disposition of the Project.
(t) The Corporation agrees to indemnifY and defend the Authority and Collier
County and hold the Authority and Collier County and any officer or employee thereof
hannless against any and all claims, losses, liabilities or damages to property or any injury or
death of any person or persons occurring in connection with the financing of the Project, the
refunding of the Refunded Bonds or the issuance of the Bonds and the Corporation's
undertaking thereof, or in any way growing out of or resulting from this Agreement
including, without limitation, all costs and expenses of the Authority and reasonable
attorneys' fees incurred in the enforcement of any agreement of the Corporation contained
herein, but excluding any claims, losses, liabilities or damages resulting from the Authority's
or Collier County's willful misconduct. In the event that the Bonds are not issued and
delivered, this indemnity shall survive the termination of this Agreement.
(g) The Corporation will take such further action as may be required to implement
its aforesaid undertakings and as it may deem appropriate in pursuance thereof.
4. General Provisions. All commitments of the Authority under Section 2 hereof
and of the Corporation under Section 3 hercof are subject to thc conditions that all of the
following events shall have occurred not later than November 15,201 I or such other date as
shall be mutually satisfactory to the Authority and the Corporation.
(a) The Authority shall be lawfully entitled to issue the Bonds as herein
contemplated.
(b) The Authority and the Corporation shall have agreed on mutually acceptable
terms for the Bonds and the sale and delivery thereof and mutually acceptable terms and
conditions of any trust instruments or instruments in respect thereto and any Financing
Agreements or other agreements incidental to the financing or referred to in Sections 2 and 3
hereof.
(c) Rulings satisfactory to the Corporation and the Authority as to such matters
with respect to the Bonds, the Project, the refunding of the Refunded Bonds, the Financing
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Agreements and any other trust instrument or instruments, if specified by the Authority and
the Corporation, shall have been obtained from the Internal Revenue Servicc and/or the
United States Treasury Department and shall be in full force and effect at Lhe time of
issuance of the Bonds.
(d) Such other rulings, approvals, consents, certificates of compliance, opinions of
counsel and other instruments and proceedings satisfactory to the Corporation and the
Authority as to such mallers with respect to the Bonds, the Project, the refunding of the
Refunded Bonds, the Financing Agreements and any other trust instrument or instruments, as
shall be specified by the Corporation 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 the Bonds.
(e) Compliance with all applicable provisions of Chapters 159, 189, 215 and 218,
Florida Statutes, and the Authority's guidelines and procedures relating to the issuance of the
Bonds, the interest rates thereon, the type of purchasers ofthe Bonds and the terms on which
the Bonds may otherwise be issued.
(f) Notwithstanding any other terms hereof, nothing contained herein shall be
construed to create a binding commitment by the Authority to issue the Bonds until such
time, if ever, as the Authority shall grant its final approval for the issuance of the Bonds and
the final terms and provisions of the Financing Agreements. By execution hereof, the
Corporation agrees that the Authority may withhold its final approval of the issuance of the
Bonds in its sole discrction and shall not incur any liability whatsoever as a result of it not
granting any such approval notwithstanding any other provision hereof.
(g) Receipt by the Corporation of all licenses and necessary approvals from the
Florida Department of Insurance and any other applicable governmental authorities.
If the events set forth in this Section 4 do not take place within the time set forth or
any extension thereof, the Corporation agrees that it will reimburse the Authority lor all the
reasonable and necessary direct or indirect expenses which the Authority has incurred or may
incur at the Corporation's request arising from the execution of this Agreement and the
performance by the Authority of its obligations hcreunder, including reasonablc legal fees
and expenses for Counsel to the Authority and Bond Counsel.
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5. Binding Effect. All covenants and agreements herein contained by or on behalf
of the Authority and the Corporation shall bind and inure to the benefit of the respective
successors and assigns of the Authority and the Corporation whether so expressed or not.
IN WITNESS WHEREOF, thc parties hereto have entered into this Agreement by
their officers thereunder duly authorized as of the 16th day of November, 2010.
By:
NAPLES COMMUNITY HOSPITAL, INC.
NCD HEALTHCARE SYSTEM, INC.
By:J~ ~("~. C:.FU
Title:
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