Resolution 2013-182RESOLUTION NO. 2013-18 2
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND SALE
OF CONTINUING CARE RETIREMENT COMMUNITY REVENUE BONDS
(THE ARLINGTON OF NAPLES, INC. PROJECT) BY THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED
BY SECTION 147(f) 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 or bond anticipation notes for the purposes of financing a "project" as
defined in Part II of Chapter 159, Florida Statutes, as amended; and
WHEREAS, The Arlington of Naples, Inc., and its sole member Lutheran Life Services,
Inc., each a not - for - profit corporation (collectively, the "Corporation "), have requested the
Authority to issue its Continuing Care Retirement Community Revenue Bonds (The Arlington of
Naples, Inc. 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 (as such term is defined in the Authority
Resolution described below), 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 or notes is
located is to approve the issuance of such bonds or notes after a public hearing; and
WHEREAS, the Board of County Commissioners of Collier County, Florida (the "Board ")
is the elected legislative body of the County; and
WHEREAS, the Authority caused a notice of a public hearing to consider approval of the
Bonds and the location and nature of the Project to be published on or before August 8, 2013 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 August 26, 2013, pursuant to the Notice
and adopted a resolution (the "Authority Resolution') authorizing the issuance of the Bonds, a copy
of such Authority Resolution being 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 $210 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. The Project shall be subject to all such regulations, including, but not limited to, the
Collier County Growth Management Plan and all concurrency requirements contained
therein and the Collier County Land Development Code.
Section 2. Severability. If any section, paragraph, clause or provision of this Resolution
shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall
continue in full force and effect, it being expressly hereby found and declared that the remainder of
this Resolution would have been adopted despite the invalidity or ineffectiveness of such section,
paragraph, clause or provision.
Section 3. Effective Date. This Resolution shall take effect immediately upon its
adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are
hereby superseded.
PASSED and Adopted this 10th day of September, 2013.
IIwghf .E: -Brock Clerk
Byz.
Att@St as j0 4 3 Jerk Ly
signature only.
[SEAL]
COLLIER COUNTY, FLORIDA BY
ITS BOARD OF COUNTY
Hiller, Esq., Chairwoman
G
Approved as to form and legal sufficiency;
& R ) � le-� V Scott R. Teach, Deputy County ttorney
J
RESOLUTION NO. 2013-01
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 CONTINUING
CARE COMMUNITY REVENUE BONDS (THE
ARLINGTON OF NAPLES, INC. PROJECT'), SERIES 2013
IN AN INITIAL AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $210,000,000 FOR THE PRINCIPAL
PURPOSE OF LOANING THE PROCEEDS THEREOF TO
THE ARLINGTON OF NAPLES, INC. 1'0 FINANCE AND
REFINANCE N r , COACQUISITION, STO THE
VELOPME TED CONSTRUCTION,
INSTALLATION AND EQUIPPING OF CERTAIN
SENIOR HOUSING AND HEALTH CARE FACILITIES
AS FURTHER DESCRIBED HEREIN; AUTHORIZING
THE EXECUTION AND DELIVERY OF A
PRELIMINARY AGREEMENT; AND PROVIDING FOR
RELATED MATTERS.
oration
WHEREAS, the Arlington os,rthe Collier r,County Inc., an Illinois
qualified to do business in Florida (t he "Corporation") has applied to
Industrial Development Authority (the "Authoramount of notrtosexceed $210,000,00b
revenue bonds in the initial aggregate principal ro exds thereof to the
(the "Bonds ") for the principal purposes of loaning the p acquisition,
Corporation to finance and refinance of certain senior housing andph health caret facilities
construction, installation and
(the "Project ") to be owned and c Corporation, funding reserves,
capitalising interest and pay ri g operated ssoaced with the issuance of he fonds; and
WHEREAS, the "Project" consists of the development, acquisition, construction,
and equipping of certain health care facilities, ilbe of 163
units), independent
skilled
79 assisted living units (of which 3
nursing beds; and
WHEREAS, the Corporation has requested that the Authority loan the proceeds
Florida
of the Bonds to the Corporation pursuant to of Florida9lawaas theaquthority may
Statutes, or such other provision o p uses; and
determine advisable (the "Act ") in order to accomplish the foregoing pure
EXHIBIT A
TO
COUNTY RESOLUTION
WHEREAS, the issuance of the Bonds and the loaning of the proceeds thereof to
f the
the Corporation for the principal purpose Of financing mentse andnpuru ant to the�erms
Project under loan agreements or other financing a
g g re
the
thereof which will provide that payments teeundeanbe on at least such Bondstand such }other
principal of and interest and redemption premium,
costs in connection therewith as may be tnr�videdbn the ActUtand►tY will assist the
Corporation and promote the public purposes p
WHEREAS, in order to satisfy certain deat the " Section o, of
Code'), the Authority itydid on the
the Internal Revenue Code of 1986, as amen
date hereof hold a public hearing on days the first publicat on of not purposes oC
herein stated, which date is more th an 14 Y
such public hearing in a newspaper of general tt�v did lalreasot able oppo unity
which public hearing was conducted to a manner that P o
of
for persons with differing views to be heard, both oalls more pally lon the issuance th
the Bonds and the location and nature of the Project,
notice of public hearing attached hereto as Exhibit A; and
icial action
WHEREAS, it is intended that this Resolution shall constitute
United States
toward the issuance of the Bonds within the meaning of the app
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: Act SECTION I. AUTHORITY roFOR THIS RESOLUTION. RESOLdUTo ON• his
applica ble
This
Resolution is adapted pursuant tot provisions
provisions of law.
PRELIMINARY STATEMENT. This Resolution is
SECTION 2.
entered into to permit the Corporation to Px'r`sdion ►tof intentrionch financing Authority, prior
the costs of the Project and to provide an e p
to the issuance oC the Bonds, to issue and sell �echandssubje t to make
the provisions[ of the
available for such purposes, all in accordant
Act, the Constitution and other laws of the State oFl ric and
Resolution. the
elaws I1 respects to
States s of America, including the Code, and this
the terms of the Preliminary Agreement.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared
as follows:
E
A. The Authority is a public body corporate he laws of the State of Florida, authority duly created and existing
and is duly authorized and empowered bi'mthe ovemeno rehabilitation, refinance renovation,
ne
acquisition, construction, reconstruction, p
expansion and enlargement, or additions to, "heal th ar mfacalities'a (as the quoted term is
project, including any private non - profit hea
described in the Act), including land, rights facil tits buildings
ncide sal and thereto, f r and structures, other
machinery, equipment, appurtenances
improvements necessary or convenient therefor.
B. The Corporation has heretofore requested ostsrlated to the Project th rough the
Corporation by financing certain pre - developm i
amount or
issuance by the Authority of not exceeding $15,000,000 in aggregate principal
Authority issued
bond anticipation notes in one or more Series and, on June
$10.900,000 of the Series 2011 Notes for the benefit of the Corporation. in the
C. As a result of achieving a targAu horitlb assist rthe Corporation rinsputting
Project the Corporation has requested the g y by
together permanent long-term financing throu ou tenotuto exceed $210,000:000 for sthe
the Authority in an aggregate principal am
ing the
purposes of (i) refunding all of the outstanding Corporation's 5201$191
19,500 OOOitLutherancChurch
outstanding principal and interest on the C p
Extension Fund - Missouri Synod Promissory Note, Finance
including, re» nbursing� the
development and capital costs related to the iv fund necessary reserves
Corporation or one or more affiliates a or prior aped with i r , is. uance of the Series 2013
and capitalized interest and O pay
Bonds.
D. The Corporation has, after consulting its
re now conducve�o proceed
Underwriter, determined that market and other conditions
with the long -term financing and refinancing of the costs of the Project with the proceeds
of the Series 2013 Bonds.
tion of the lution, the Authority has information presented
E. Upon consideramade and d es
Authority at or prior to the adoption of this
hereby make the following findings and determinations:
(1) The Project consists of certain capital costs related to the acquisition
of health care facilities, said Project being ng and healdth� are servbc spin
Corporation in its business of providing senior hour
the County and the State.
3
(2) The Corporation has shown that the Project will alleviate
unemployment in the County by creating additional jobs in the County and the
State, will foster the economic growth and development and the industrial and
business development of the County and the State, and will serve other
predominantly public purposes as set forth in the Act. It is desirable and will
further the public purposes of the Act, and it will most effectively serve the
purpose of the Act, for the Corporation to finance and refinance the costs of the
Project and for the Authority to issue and sell the Series 2013 Bonds for the
principal purpose of providing funds to finance and refinance the costs of the
Project, all as provided in the Indenture and the Loan Agreement, which contain or
shall contain such provisions as are necessary or convenient to effectuate the
purposes of the Act.
(3) The Project is appropriate to the needs and circumstances of and will
make a significant contribution to the economic growth of the County; will
provide or preserve gainful employment; and will serve
and the health and general
advancing the economic prosperity, public education,
welfare of the County, the State and its people in accordance with Section 159.26
of the Act.
(4) Taking into consideration representations made to the Authority by
the Corporation and based on other criteria established by the Act, including,
without limitation, the delivery by the Corporation of an independcnt financial
feasibility report of Dixon I{ughes Goodman (a draft of which report is attached
hereto as Exhibit E), as of the date hea) to fulfill �itsoobligationsfunder► ►the
responsible and fully capable and g
Loan Agrcement and any other agreements to be made in connection with the
issuance of the Series 2013 Bonds and the use of the Series 2013 Bond proceeds
for financing and refinancing the costs of the Project, including the obligation to
make loan payments or other payments due under the Loan Agreement in an
amount sufficient in the aggregate to pay all of the principal of. purchase price,
interest and redemption premiums, if any, on the Series 2013 Bonds, in the ma
amounts and at the ect, and (c) to serve tthe) purposes of d of th A t► s
and such other
expense the Prod
responsibilities as may be imposed under such agreements.
(5) Based on the representations of the Corporation, the County and
other local agencies have been or will be able to cope satisfactorily with the
impact of the Project and will be able to provide, or cause to be provided when
needed, the public facilities, including utilities and public services necessary for
the operation, repair and maintenance of the Project on account of an}, increase in
population or other circumstances resulting therefrom.
4
(6) Adequate provision is made under the Loan Agreement between the
Authority and the Corporation for the operation, repair and maintenance of the
Project at the expense of the Corporation, for the payment of the principal of,
purchase price, premium, if any, and interest on the Series 2013 Bonds when and
as the same become due, and payment by the Corporation of all other costs in
connection with the financing, refinancing, operation, maintenance and
administration of the Project which are not being paid out of the proceeds of the
Series 2013 Bonds or othenvise.
(7) The costs of the Project being financed and refinanced with the
proceeds of the Series 2013 Bonds constitute "costs" of a "project" within the
meaning of the Act.
(g) All requirements precedent to the adoption of this Resolution, of the
Constitution and other laws of the State, including the Act, have been complied
with.
SECTION 4. APPROVAL OF THE FINANCING. The financing and
refinancing of the costs of the Project (including reimbursement of prior expenditures by
the Corporation and affiliates), funding necessary reserves, funding capitalized interest
and paying costs of issuing the Bonds lt►developmenth prosperity, health
Bonds, pursuant to the Act, will prom ote the economic
and welfare of the citizens of Collier ° thelpublic purposes ofthe Act
is
structure of Collicr County, and will thereby serve
hereby preliminarily approved, n the y Agreement respects
to thetsole satisfaction ► of
meeting the conditions set forth ►n the Preliminary
the Authority.
AUTHORIZATION OF THE BONDS. There is hereby
SECTION 5.
authorized to be issued and the Authority `n alleres determines
to the conditions sett forth in the
requested by the Corporation and subject p
Preliminary Agreement, in an aggregate principal amount not to exceed $210,000,000 for ec
the principal pc►rpose of financing and refinancing r The rate chf iniere ttpayablehm
described in Section 2(a) of the Preliminary Agreement.
the Bonds shall not exceed the maximum rate permitted by law.
SECTION 6. AUTHORIZATION OF EXECUTION AND DELIVERY
OF THE PRELIMINARY AGREEMENT. The Preliminary Agreement. of even date
herewith, with such corrections, insertions and deletions as
be evicfen ed cved by
vthe
Chairman or Vice Chairman of the Authority, such approval
by their execution thereof, is hereby approved and authorized: the Authority hereby
authorizes and directs the Chairman or Vice Chairman of the Authority to date and
5
execute the Preliminary Agreement, and to deliver the Preliminary Agreement to the
Corporation and Lutheran Life Ministries; and all of the provisions of the Preliminary
Agreement, when executed and delivered by the Authority as authorized herein and b of thiy
the Corporation and Lutheran Life Ministries, shall be deemed to be a part s
Resolution as fully and to the same extent as if incorporated verbatim herein
SECTION 7. 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 8. 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 of the State of Florida and the
applicable United States Treasury Regulations.
SECTION 9. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the g neral credit
orr ageing
power of Collier County. the State of Florida or any p a
lely from the revenues pledged therefor pursuant to a loan
thereof but shall be payable so
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 10. LIMITED APPROVAL. of approval of any necessaryrrezon ng
not be construed as an approval or endo
applications nor for any other regulators permits
s (if tresolutioneto have hwa waived any
shall not be construed by reason of
right of Collicr County or to have estopped Collier County from asserting any rights or
responsibilities it may have in that regard.
SECTION 11. EFFECTIVE DATE. This Resolution shall take
effect immediately.
[.1
ADOPTED this 26th day of August, 2013.
(;,E., t,?
AVFFS T:
ecretar}
COLLIER COUNTY INDUSTRIAL
DEVELOPMENT AUATHOR37Y
ice J. Car
7
:Iar.'les, FL :; :11k:
Affid3vi',� Uf P'abijca On
Naples Dai -y News - - - + -- - - -- ----------------
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C'?'.EU ?•` "�. - IP'_:Ii`: ti NICri•".:RSON, P.A.
REFERENCE: 055754
59725938 COLLIER COUNT- INDU:
I
Co1bM Coun[y Industrial Otvotopment Authority
Noutt of Special meeting
(The Allingt"n ul Naploa Prolt =t)
NOlite is heleby 9wt^ :het the Cell,ef County tndwtrial Development
nutnurL•y Iola 'Authontr•) dl co�dua a medal Teetlnpp on Aw�w[ 2G. 2011.
beg,mm�g l 630 a.m. n the Confiner" "Cool Suite ro',2- the adoption Ofaa
Norm, NaptfC Florid; 34103 for the P Dn
Curtmm�g Caro Co OMe,oty Revarue rSO Us he A114"9101 of NaPles Pf "jedlcyn
pre ^ more Won aM in an aggregate Pr,nl pa amount not ro noted
S1IC.awcoy (the -BOMW) for the purpoae of matm9 • loan w loans to TM
ad:ngtcn of Naples, M Illinois rK+r for Prold tOrPOnbOn regicterof to do Wu „eu
's The k1l.14Wn of Notet. tai[. {1ht - fnrpnupon'). for the purpose of
yaG•ndiny f"W W: (1) pay it.. oulstand.ny Pr „u'Da: and n,tErett nn the
f.wba,:y's S'O.g00,GW Cohunulr:q Care Cormnamlr . (2) P Solid f. ouula ,d, "g
S--ate e f F 10 i' : dd Notes EThe 11""Itoo of Naples Prulect), Sires .00 f 121 pay Ons
pn••opal 4'.d:ntemst onrthe nCoo[Pala aid j31SOnaoce taand fliaan", the; cost. of
Cauni y of C'o.i 1: er perso: (c. l Mu's. Synod Y rq
Endersigned authority, ;Da"dl :u�rtelo)aall ddirPonourol'� 1 �'e'i<iartolnairo°nKOns`q� v.3
Before the 1� d dens 4om nn - an n ..Ifd
}L•. 'v,/i1p i,.3f'L tJdtu Sad, yno mnahft f )and relate devdePmenr corn) o' the a tal eepvnd "ores `f mul.
1�lIC;l i n cal y-,l: ese r 1n a lamgw <Crp,OnR "tan est- ianantimated , ,B b! memory support
appt&ared d
Advertising Director o 7y asceted I,vwq ,^
she serves as the A ubl. jn0 an �nlaad as ttiuedh ^�.',isluensi iereit Aunngastne �ortt�nio roe o4
newspaper p (wlM1aeKrvwrry Pr<e es) and ( , (oat ail iss,.Ame related to the r2OAd$aw^9
Na 1es Dally News, a dally P that '•qn "vet me"frtt,. aiddd.l,ryu
Nap-'es F l ear i da : t proposed RtMlu i"n
'ho APP'
"O'
r. Col 1 i e 3 county, docurn?n(S anA nlhenrnuumenls nerrtta y for the tale and delnrryf ,thole "tely 39
Naples, of advertising was publishe(
attached copy
newspaper on da =es listed.
Affin
at further says that the saidlesPl(
- published at Nap
Collier County, Florida, and that the sai
News is a rewspaPe l
newspaper has heretofore been Florida
published in said Collier Countyty, ,
day and has been entered as second clinss
matter at the post office in aaperiod of
Co'_lier County, ^lofirs
next. preceding the first publication of tl
nt; and affial
attached coPi of advertiseme
further says tha= he has neither p aid nor,
promised any person, -irm or corporation
discount rebate[ commission or refund fo
purpose 1 securing this advertisemnt fo
, e
publication i• "• the said newspaper.
AD SPACE: 1:G LTNE
FILET) O:J: 08/08/13 _ - - - --
The P n ht 11 Ww RfixatedcOn a ti Ay Of n l4,t [Southwest Quadrant of the
,Serer pages a
tasecGOn of the tell Cull"l Parkwway end C�ihr ntial y, goer and aesa
Aeu"brd4MO1 �t ►tee eca ds o' Collier CouMy�ase Twu. lot Busk 18, 9
tkrou9
of tfit P,oy![t will be the Col Pf "anon
The 9onds wd, be payable cutely from the rr cruet derived by the A(.ItwrnY
the C loan tape em est Or allies faondtinn o�octheen[s ebft (thereon, wag r,be ad'
indebtedness of, 0, a p edge of, the using power 0• ."y other revenues re Culber
Ccunev, :he Sute of Flmda, or any Poll
icai stbdMVen or agency thereof. T•�e
Authority has "a bone Power
C,p." nt the aPPIic4"On for find cooling e 8, she loll iea of the re Autho �r
do"inenu are avadaLlf rM insOtcnon and
sM loran below. All interested person% art inv,ted to submit Wntt. comments be
attend a 0p0oRws rythl f Pels "allylheirtnreMln their o xernD 9" the c of th oral lh4
of way send achneommfntF mg to make written co•nmrnn m advance o1 the nearin0
A. Cdher County tndustnA. Deve!ePr^Rnt Aulhwill
CIO Donald A OKkworth. Gfne'al counsel
S 100 TAT,am1 Trail North, Su•te 103
Naples, Nonce 34:03 ANY
SHUULD ANY PERSON DIODE TO eE KAL D( ED DECISION HCARWG.
AUIH0Fg TV WIFH FESPECi .0 PROCEEDINGS AH0. FOR FHA'
SUCH PERSON WILL NEED A R[C I T OF 7Ht
p�3RPOSF, SUCH PERSON MAY WHICNT RECORD ErVf.IUDfS TWf TFSTIA+CNYR A O
THE PROCEeDINGS S IsIADE.
F'-4E Pot E UPON""" THE APPEAL IS 10 BE BASED
in arcerd.rro with the Nnerkanstnr, hnfn �b9�csf wId cnntattc DnnadgA
fpC"*l a:cOmnndal M to partlupI z
0'. <kwonh, General Cnu,"el. at 12391 261 E06� no later Ihen save^ (q oars P "w to
the neor.ng- Cottl<A COUt.TV INDVSTUAL
DE,'ELOPMENT AUTHD?IItV
:u Donald A. P.tkwdln
is
AtN<bGSecretary
e""a Cuunte%
7
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Signat-are o Af i ant i .= : • 1f.i, 20_
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day of.
f _re me =;ti.is i
�wo�: to a1.1d s,,ib ribed be �-` F
,� DORM►
}r I IC ': rl ;3�r Rte -- ,Ay COMMISSION p EE 851'58
Per.'SG"za= iy r.y� T EXPIRES Nov~ 29,2014
•••'�,� Y��• Cty,de0 Thry PMwd F„Warto A9erwl'
EXHIBIT A
TO
AUTHORITY RESOLUTION