Resolution 2011-194
RESOLUTION NO. 2011---1ll
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, AND PROVIDING FOR 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
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 or refinancing the costs of a
"project" as defined in Parts II and III of Chapter 159, Florida Statutes, as amended; and
WHEREAS, Naples Community Hospital, Inc. and its sole member, NCH Healthcare
System, Inc. and NCHMD, Inc. (the sole member of which is NCH Healthcare System, Inc.)
each a Florida not-for-profit corporation (collectively, the "Corporation"), has requested the
Authority to issue its Healthcare Facilities Revenue Bonds, Series 2011A (NCH Healthcare
System Project), (the "Bonds") for the principal purpose of making a loan to the Corporation
to refund the Authority's outstanding (i) Healthcare Facilities Revenue Bonds (NCH
Healthcare System, Inc. Obligated Group), Series 2002 and (ii) Healthcare Facilities Revenue
Bonds (Naples Community Hospital, Inc. Project), Series 2004 (collectively, the "Refunded
Bonds") 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 or refinanced 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 ofa public hearing to consider approval of
the Bonds and the refunding of the Refunded Bonds to be published on September 26,2011
in the Naples Daily News, a newspaper of general circulation in Collier County, a copy of
said notice being attached to the Authority Resolution described herein (the "Notice"); and
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WHEREAS, the Authority held a public hearing on October 11, 2011, pursuant to the
Notice and adopted a resolution (the "Authority Resolution") authorizing the issuance of the
Bonds, a copy of which is attached as Exhibit A to the Authority Resolution, 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 series, in such
aggregate principal amount (not to exceed $48,000,000), bear interest at such rate or rates,
mature in such amount or amounts and be subject to redemption as are approved by the
Authority without the further approval of this Board.
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 within the regulatory jurisdiction of Collier County, 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.
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THIS RESOLUTION ADOPTED after motion, second and majority vote on this the 25th
day of October, 2011.
ATTEST: " ,
DWIGl-mmLB~OCK, Clerk
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
.,
By: '1uJ- w. ~
FRED W. COYLE, CHAIRMAN
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RESOLUTION NO. 2011-02
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 HEAL THCARE
FACILITIES REVENUE BONDS, SERIES 2011A (NCH
HEAL THCARE SYSTEM PROJECT) IN AN AGGREGATE
PRINCIP AL AMOUNT OF NOT EXCEEDING $48,000,000
FOR THE PRINCIPAL PURPOSE OF REFUNDING ALL OR
A PORTION OF THE OUTST ANDING (A) COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
HEAL THCARE F ACILlTIES REVENUE BONDS (NCH
HEAL THCARE SYSTEM, INC. OBLIGATED GROUP),
SERIES 2002 AND (B) HEALTHCARE FACILITIES
REVENUE BONDS (NAPLES COMMUNITY HOSPITAL,
INC. PROJECT), SERIES 2004; AUTIlORlZING THE
EXECUTION AND DELIVERY OF A PRELIMINARY
AGREEMENT BETWEEN THE AUTHORITY 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 its private activity revenue bonds in the
aggregate principal amount of not to exceed $48,000,000 (the "Bonds") tor the purpose (i) of
refinancing certain costs of construction, renovation and equipping of certain healthcare
facilities (the "Refunded Bonds Projects") which are owned and operated by the Corporation
or an affiliate of the Corporation, by refunding all or a portion of the outstanding (A) Collier
County Industrial Development Authority Healthcare Facilities Revenue Bonds (NCH
Healthcare System, Inc. Obligated Group), Series 2002 and (B) Healthcare Facilities
Revenue Bonds (Naples Community Hospital, Inc. Project), Series 2004 (collectively, the
"Refunded Bonds") and (ii) paying costs associated with the issuance of the Bonds; and
WHEREAS, the Corporation has requestcd that the Authority loan the proceeds of
the Honds to the Corporation pursuant to Chapter 159, Parts II and Ill, Florida Statutes, or
such other provision or provisions offlorida law as the Authority may detcnnine advisable
(the "Act") in order to accomplish the foregoing purposes; and
EXHIBIT A TO
COUNTY RESOLUTION
WHEREAS, the issuance of the Bonds and the loaning of the proceeds thereof to thc
Corporation to refinance the costs of the Refunded Bonds Projects by refunding the
Refunded Bonds under loan or other financing agreements, and pursuant to the terms thereof
which will provide that payments thereunder be at least sufficient to pay the prim;ipal 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 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 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 thc Project, as more particularly described in the notice of public
hearing attached hcreto as Exhibit A~ and
WHEREAS, it is intended that this Resolution shall constitute official action toward
the issuance of the 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 of law.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered
into to permit the Corporatiollto proceed with the refinancing of the costs of the Refunded
Bonds Projects by refunding 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 muke the
proceeds thereof availahle for such purposes. all in accordance with and suhject to the
provisions of the Act. the Consti tution and other laws 0 f the State of Florida and the laws 0 f
the United States of America, including the Code, and this Resolution, but subject in all
respects to the terms uf the Preliminary Agreement of even date herewith between the
Authority and the Corporation.
SECTION 3. APPROV AL OF THE REFUNDING. The refinancing of the
costs of the Refunded Bonds Projects by refunding the Refunded Bonds by the Authority
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through the issuance of the 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.
SECTION 4. AUTHORIZATION 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 $48,000,000 for the
principal purposes of refinancing the costs of the Refunded Bonds Projects by refunding the
Refunded Bonds as described in the Preliminary Agreement. The rate ofinterest 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 of the 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 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 ofthe general credit or taxing power of
Collier County, the State of Florida or any political subdivision or agency thereof but 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 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 Refunded Bonds Projects 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.
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SECTION 9.
immediately.
EFFECTIVE DATE. This Resolution shall take effect
ADOPTED this 11 th day of October, 2011.
'.I
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(SEAL)
ArrEST:
COLLIER COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
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~APLES DAILY NEWS
published Daily
Naples, I'L 34110
Affidavit of publication
State of Florida
Counties of Collier and Lee
uefore the undersigned the)' serve as the authonty, personally
appeared MarvLvnn Rocll.e.r. who on oath says that she serves
as the Advertising Accounting Manager of the Naples Dllil)' News,
11 daily newspaper published at Naples. in Collier County,
Florida; distributed in Collier and Lee counties of Florida; that
the anached copy of the advertisinl!,. being 11
PUBLIC NOTICE
in the mlltter of PUBLIC NOTICE
was published in said newspaper
011 September 26. 20] I
time in the issue
MftaJll further sRy~ lhatlllC said Naples Oaily News is · \lewspaper
puhlished at Naple~, an said CDllier COllnty. Florida. and thai the said
newspaper h,.- heretofore been eontinuou.~ly published III saId Collier
County, Florida; distributed an Collier and Lee counllCS ofFlnrida,
cadI dOl' and has been cntcred a~ second ele.~s mail mIner a\ the post
office I~ Naples. in said Collier COlin!)'. Florid.. for a period of I
year n<:Xt prcccdin~ Ihe first ~'ublication of the Oll_clled copy of
adveniselllenl; and affiant lill,her says thai he has neither paid nor
prumised 11I1)' per.un, film or eOl'jloratiol1 IlIlY di~counl. rehole,
C(lnmlission or rcllmd for Ihe pU'llos~ of securing this advertisement for
pullhcation in the said newspaper,
fei~1'./
Swum (0 and subscribed before me
This 28th day of September, :W 11
(~t:1fll~rY~~--
NOllCi ~ 5rfCIAl IoAUTIHG AND puallC MUTING
NoW 11 hofotly gl_ _"" Collier C....nly _..I Develop- Authorlly
(tn. -AU\hOf1ty1 Wit con""" . lPadll .....lIng and Il\IbIk h..r1... on (ldDbor 11
ZGII .1 I:JG .,m. \II IN Author~ C""flronct IIoom. 5ISO TamI...1 Trail Nann:
~~.~ N'~~ I~r ;c;rill~~I:f~~'1~k ':=~
,ote F"'~ .......-.....11.. SOr"'~1 A. lNOI. H..!theM' Syt\4IIII~hy' , . lor
luell,pthlt JIosIgnolton .. 1M Cott""..uGn l"flOOd .......llild IN'. . 01
opproprlatfl I~ '11\ ~ !'~ iOl_ Jlllt to .1ICftd S41.ooo.lOO \lilt
_._'!. !of 1M ~ Of ril .... ,_loan or 10tnll0 Nop'" c-munltY HoIIIh.I.
In<, . Flot;do _"don not or p"!flt. tho ",Ie mom'" of which II NCH Holllh:
CI~"'" 'IK, (\h' 'eorpor.lIoII'l. fOf tho _" 01 ",OYldlna fut'llt 10 (1)
~"'hor:: ':i.:,C.~F:,::..o~a~II<;,,~n~ =-'~~
ProjKtl. Slrl" 2004 .nd lbl CoIli.r County IndWlrl.1 o..elOll"""t A",~orlty
H..1tI\ Car. Fa<1I11101 R_ .ondi (NCH HNltlKar. Syol..... Inc. llbUr,IN
=:. ~ =rtilJ::.,"":~.:r=...~.:~ ~=~~:'3.i f~
going .n4(UU cond.x\1na NCh. ~ ....\t." .. 01'" ...... IlIfor. tho AlIlhority ..
well "",linG. IIl<Iudng.; fI", "'" nlillUd 10: I.l 010<110. of oIfk.... tbl banking r,,'
, 01tJtl4n.. l<l -........IIOIl' ..of ""!. offIdj.' I otfk' of Ih. A""",tlt)', r.ghl.red .gont.
.nd.a~MC'e\IfY.. ..~;. I' "
. Tho.-.....' iii pIfOb1it ooItI'I from lho ,_-- """"II by tho Aull>orlly
from 0 Io.n 011'_1 or other ",...1nG doC_U - thO _orlty II'lI
Ih. Corpo<tllon. Nohhof Ih, ,a~~ tl\. intornt 1- ",.11 bt .n _bled'
r.:'s:ieO:r;""'~Olo:. ';':="~":':':~~~hrf.:l~ of Colli.. county.
Cop!el o. lhil ,pp1Iu'lonfllt' fl~.. ." .uollalll. for Intpoctlon Ind c.pylng
.1 tho offo..af tho AuIhorky' Jt\ tom~. Alllnl_tod p....... ." In..loi<I to
iubmit wrlll.... t.......,. << llIaN! \hO _..... 011.... ""coMIty or through "'oIr
"f.r..."IIII''', and ..Ih bt, II"'" on.DP .~.l Y 10 ..p'''' Ih.., ...... ",n,",nlng
tho pro.Jo<t 01 th.flnln,lng, ~dlll'I'" \0 ...... ..rill.. ,omm_ In .6,
vlll<l of lilt h01l1nG ~ ~ '""" Iel:
. '. "taIhf~J ...,..IDt~nl""'lhorill'
St"T~'ii; NOl1h. Sullo sot
.No\a: '. ~ho :~'::"~~. lo<olld In tho ROtIC ....k building II tho
::Jt.'t.'t:""502 ~.::r..:'..=~uro~h:':::l:,:':~ tho m.lllng .hOuld pro'
SHOUI.D Atf1 pPJON.-OKlDI TO APPEl'&. NN OEOSlOM 1>4,\llt IV '04f t.1J.
THO1m' WITH RE5I'lCl' TO IoN'f, MIlnER COIlllOEUO AT SUCH HEARING. SUCH
PElSON WM NUD A RECORD Of TtlE PlI0CUOINGS AND. FOR THAT ruaPOSf.
SUO! PERSON MIIY NRO. TO lNSUllf THAT A VER.ATIM RECORD OF THE 1'1I0.
CnDlNGS 15 MADE. ,WHICH, RECORO IflClUDU THE 'TfSTIMOIlY "'NO IViDlNCf
UPOIl WHICH THt AmA~ ~ TO II lASED.
1C~~~l: :"""~d=1~U:=..~~~l.i~~~t,,~~
G...1I1 Counl'~ II CU9) ZU-ao&O no ..lor l\h.. ....n (7) day< prior to tho I.....
~hb nollco 11';"'" Plll1U..I1 \0 Siclion 147tq 01 tho Inl,rn.1 ~....., Cod" ..
amoncItd .
COL\.11fl COUNTY INWSTRIAl.OEVlloPloAENI AU'1l101\l1Y
_.Id A. "P\d<WOfth
, ""Isllllt Socr.t.ry .nd G.n.... Cou",",
'.. -.~'_ ~ . ....,.. .n_ .. ._..._._..~....4".
EXHIBIT A TO
AUTHORITY RESOLUTION