Resolution 2015-106 RESOLUTION NO. 2015- 1 0 6
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 PROJECT) 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 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, and its sole member Lutheran Life Ministries, 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 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 that 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 April 22, 2015 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 May 8, 2015, pursuant to the Notice
and adopted a resolution (the "Authority Resolution") providing preliminary authorization for 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 Section 125.01(1)(z) Florida Statutes; 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. The 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 and Section 125.01(1)(z), Florida Statutes. The Bonds shall be issued in such series, in
such aggregate principal amount (not to exceed $35 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 regulation of Collier County.
The Project shall be subject to all such regulations, including, but not limited, the Collier
County Growth Management Plan and all concurrency requirement contained therein and
the Collier County Land Development Code.
Section 2. Limited Approval. The approval given herein shall not be construed as
(a) an endorsement of the creditworthiness of the Corporation or the financial viability of the
Project, (b) a recommendation to any prospective purchaser to purchase the Bonds, (c) an
evaluation of the likelihood of the repayment of the debt service on the Bonds, or (d) approval of
any necessary rezoning applications or approval or acquiescence to the alteration of existing zoning
or land use nor approval for any other regulatory permits relating to the Project, and the Board shall
not be construed by reason of its adoption of this Resolution to make any such endorsement, finding
or recommendation or to have waived any right of the Board or estopping the Board from asserting
any rights or responsibilities it may have in such regard. Further, the approval by the Board of the
issuance of the Bonds by the Authority shall not be construed to obligate Collier County to incur
any liability, pecuniary or otherwise, in connection with either the issuance of the Bonds or the
acquisition and construction of the Project, and the Authority shall so provide in the financing
documents setting forth the details of the Bonds.
Section 3. 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 4. 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 26th day of May, 2015.
ATTEST: COLLIER COUNTY, FLORIDA BY
Dwight E. Brock, Clerk ITS BOARD OF COUNTY
COMMISSIONERS
er,
Depu O er 4 `, Tim Nance, Chairman
Attest as to Ch.waifs.
signature 014, , y
[SEAL]
Approved as to form and legal sufficiency:
C"1" )4.-
Scott R. Teach
Deputy County Attorney
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.
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RESOLUTION NO. 2015-0/
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,
PROJECT), SERIES 2015 IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $35,000,000 FOR THE
PRINCIPAL PURPOSE OF LOANING THE PROCEEDS
THEREOF TO THE ARLINGTON OF NAPLES, TO FINANCE
AND REFINANCE COSTS RELATED TO THE ACQUISITION,
CONSTRUCTION, INSTALLATION AND EQUIPPING OF
CERTAIN SENIOR HOUSING AND HEALTH CARE
FACILITIES AS FURTHER DESCRIBED HEREIN AND TO
FINANCE AND REFINANCE THE COSTS RELATED TO THE
ACQUISITION, CONSTRUCTION, EQUIPPING AND
INSTALLATION OF ADDITIONAL PORTIONS OF SUCH
SENIOR HOUSING AND HEALTHCARE FACILITIES;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
PRELIMINARY AGREEMENT; AND PROVIDING FOR
RELATED MATTERS,
WHEREAS, The Arlington of Naples, an Illinois not-for-profit corporation
qualified to do business in Florida (the "Corporation") has applied to the Collier County
Industrial Development Authority (the "Authority") to issue its private activity revenue bonds in
an aggregate principal amount of not to exceed $35,000,000 (the "Bonds") for the principal
purposes of loaning the proceeds thereof to the Corporation to (1) finance and refinance
additional costs related to the acquisition, construction, equipping and installation of a continuing
care retirement community and related healthcare facilities including an estimated 159
independent living units, an estimated 79 assisted living units (of which an estimated 37 will be
memory support units), and an estimated 44 skilled nursing beds along with associated common
areas; (2) finance and refinance the costs related to the acquisition, construction, equipping and
installation of an additional 16 independent living villas (collectively with (1) above, the
"Project"); (3) capitalize interest during and after construction for a total period of approximately
18 months; (4) make deposits to any necessary reserves; and (5) pay costs of issuance related to
the Bonds; and
WHEREAS, the Corporation has requested that the Authority loan the proceeds of the
Bonds to the Corporation pursuant to Chapter 159, Parts II and III, Florida Statutes, or such
other provision or provisions of Florida law as the Authority may determine advisable (the
"Act") in order to accomplish the foregoing purposes; and
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EXHIBIT A TO COUNTY RESOLUTION d�
WHEREAS, the issuance of the Bonds and the loaning of the proceeds thereof to the
Corporation for the principal purpose of financing and refinancing the costs of the Project under
loan agreements or other financing agreements, and pursuant to the terms thereof which will
provide that payments thereunder be at least sufficient to pay the principal of and interest and
redemption premium, if any, on such Bonds and such other costs in connection therewith as may
be incurred by the Authority, will assist the Corporation and promote the public purposes
provided in the Act; and
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, Florida 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 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 Corporation to proceed with the financing and refinancing of the costs of the
Project and to provide an expression of intention by the Authority, prior to the issuance of the
Bonds,to issue and sell the Bonds and make the proceeds thereof available for such purposes, all
in accordance with and subject to the provisions of the Act, the Constitution and other laws of
the State of Florida and the laws of the United States of America, including the Code, and this
Resolution, but subject in all respects to the terms of that certain Preliminary Agreement for
Issuance of Private Activity Revenue Bonds(the "Preliminary Agreement").
SECTION 3. 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 by the Authority 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
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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 $35,000,000 for the principal
purpose of financing and refinancing the costs of the Project. The rate of interest payable on the
Bonds shall not exceed the maximum rate permitted by law.
SECTION 5. AUTHORIZATION OF EXECUTION AND DELIVERY OF
THE PRELIMINARY AGREEMENT. The Preliminary Agreement, of even date herewith,
with such corrections, insertions and deletions as may be approved by the Chairman or Vice-
Chairman of the Authority, such approval to be evidenced conclusively 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 execute the Preliminary Agreement,
and to deliver the Preliminary Agreement to the other parties thereto.
SECTION 6. GENERAL AUTHORIZATION. The Chairman and the
Vice-Chairman are hereby further authorized to proceed, upon execution of the Preliminary
Agreement by all parties thereto, with the undertakings provided for therein on the part of the
Authority and are further authorized to take such steps and actions as may be required or
necessary in order to cause the Authority to issue the Bonds subject in all respects to the terms
and conditions set forth in the Preliminary Agreement authorized hereby.
SECTION 7. OFFICIAL ACTION. This resolution is an official action of the
Authority toward the issuance of the Bonds, as contemplated in the Preliminary Agreement, in
accordance with the purposes of the laws of the State of Florida and the applicable United States
Treasury Regulations.
SECTION 8. LIMITED OBLIGATIONS. The Bonds and the interest thereon
shall not constitute an indebtedness or pledge of the general credit or taxing power of Collier
County, Florida, 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 9. LIMITED APPROVAL. The approval given herein shall not be
construed as an approval or endorsement of approval of any necessary rezoning applications nor
for any other regulatory permits relating to the Project and the Authority shall not be construed
by reason of its adoption of this resolution to have waived any right of Collier County or to have
estopped Collier County from asserting any rights or responsibilities it may have in that regard.
SECTION 10. RECOMMENDATION FOR APPROVAL TO BOARD OF
COUNTY COMMISSIONERS. The Authority hereby recommends the issuance of the Bonds
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and financing of the Project for approval to the Board of County Commissioners of Collier
County (the "Board"). The Authority hereby directs the Chairman or Vice-Chairman, Authority
Counsel and Bond Counsel, either alone or jointly, at the expense of the Corporation, to
cooperate in seeking approval for the issuance of the Bonds and the financing of the Project by
the Board as the applicable elected representatives of the County under and pursuant to the Act
and Section 147(0 of the Code.
SECTION 11. EFFECTIVE DATE. This Resolution shall take effect
immediately.
:,00uADO,��TED this 8th day of May, 2015.
,t.":,s.E�,i6:L ;!.''�
COLLIER COUNTY INDUSTRIAL
; DEVE o PMENT AUTHO
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ATTEST: A !V . arlson, r ;i .
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(,_____t)(------,'Zio",;4#
Secretary �'
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Naples Daily News
Naples, FL 34110
Affidavit of Publication
Naples Daily News
Collier County Industrial Development Authority
P I , DONALD P.A. Notice of Special Meeting and Public Hearing
510 0 0 0 TAM I TAM I AM I TRL N S TE 103 (The Arlington of Naples Project)
Notice is hereby given that the Collier County Industrial Development
NAPLES FL 34103 Authority (the "Authority") will conduct a special meeting on May 8, 2015,
beginning at 8:30.,a.m.in the Presidents Conference Room,Second Floor,Building
M, Florida Southwestern State College, 7505 Grand Lely Drive, Naples, Florida,
34113 for the purpose of holding a-public hearing and considering.adoption-of one
or more resolutions (the 'Resolution") providing preliminary approval to the
issuance of the Authority's Continuing Care Community Revenue Bonds (The
Arington of Naples-Proj]ect) in one or more series and In en aggregate principal
amount not to exceed$35,000.000"(the"Bonds"),for the purpose of making a loan
REFERENCE: 010784 or loans to The Arlington of Naples,an Illinois
naot efosr pro fit ce o rporaptioorn a trioegt ead
5 9 7 7 0 6 7 2 COLLIER COUNTY I NDt tpo rodvo inbg usinfeuss nds in oid(a)as finThne ce Arandn onoaf l Ncplts,rInlathced
to the acquisition,
construction, equipping and installation of an estimated 159 independent living
units, an estimated 79 assisted living units (of which an estimated 37 will be
memory support units), and an estimated 44 skated nursing beds along with
State o f Florida associated common areas; (2) finance and refinance the costs related to the
acquisition, constnxtlon, equipinp and installation of an additional tE
Counties of Collier and Lee independent living vitas (collectively with in above, the 'Project"); (3) capitalize
Before the undersigned authority, persc
interest during and after constriinec for a total period of approximately 1t
months;(4)make deposits to'any necessary reserves;and (5) pay costs of issuancf
appeared Dan .McDermott, says }.hat he se—V related to the Bonds.
Inside Sales Supervisor, of the Naples Da The Project wall be located vn un a:in the'noathwe wf+D e1rie'
acres within the Lely Resort community In the southwest quadrant of the
a daily newspaper published at Naples, In rdescribed as afportioneoyf Tact�D'PLelywResortdPhaselTwo.Plusanookn(B,Pagesa4.
y p P through 45 of the Public Records of Collier County. The initial owner and operato
County, Florida : distributed in Collier of the Project will be the Corporation.
and Lee counties of Florida; that the att The Bonds will be payable solely from the revenues derived by the Authorif
from a loan agreement or other financing documents between the Authority an
copy of advertising was published in said the Corporation. Neei�th�err the Bonds nor the interest thereon shall be a
newspaper on dates listed.
County, the State of.Florida,of,or anytpoingica subdivision e orhagency thereof.COSh
Authority has no taxing power.
Affiant further says that the said Naplr ,�of the a Pliication for financing the Resolution, and the financir
News is a newspaper published at Naples, documents are available pfor inspection and copying at the office of the Authori
set forth below. All interested persons are invited t)to s bb"riesewrit lave,and will I
Collier County, Florida, and that the gait attend an opportunityhto pex rresslht eirview concerning the project or tl
newspaper has heretofore been continuously f'mar«Ing. °"yore desiring to make written comments advance of the hearia
may send such comments to:
day and has been entered as second class r Coll"aer County industrial Development Authority
matter at the post office in Naples, in sz °o51007amam kT` ilNorrt Stine 1035e1
Collier County, Florida, for a period of I Naples,Florida 34103 •
next preceding the first publication of He AUTNORTI WIDTH RESPE TO ANYEMATfEFECONSIDERED ATNSUCH�HEARI
SUCH PERSON 'WILL NEED RECORD OF THE PROCEEDINGS AND, FOR TH
attached copy of advertisement; and aff tar. PURPOSE, SUCH PERSON MAl"? NEED TO ENSURE HAT A VERBATIM RECORD
further says that he has neither paid nor TEUIEDEPNRCOECLVIDINNZA HE APPEAL IBS TO BE BBSDEDINCLUDES THE TESTIMONY A
promised any person, firm or corporation a in accordance with the Americans with Disabilities Act persons needmr
discount, rebate, commission or refund for Pikworf Generraall tCounsel,at(239t263.8060 noh later than°seven(7)days prior
purpose of securing this advertisement for the hearing.
P ur P g e n or COLLIER COUNTY INDUSTE
publication in the said newspaper. DEVELOPMENT AUTHOG
Is!Donald A.Pickwr
Assistant Secretary
PUBLISHED ON: 04/22
General Secretary 705'
pnrll72 7015
1
AD SPACE: 144 LINE
FILED ON: 04/22/15
+ -
Signature of Affiant / ;tea. / .
/ -.,_ , , .,,, .,..... . .
Sworn to and Subscribed before mp t=his day of _j' O.._ri. 20/
Personally known by me t ' ! f/ ''I`,' f � .C.1-`_-----' ' '- .
�.�R °�.''•. CAROL POLIDORA- --
:�* ,. Notary Public-State of floryoa
is ; l Comrntaaron•FF 1QSatt?
EXHIBIT A TO AUTHORITY '' y` 's Dec 20 20}
ii rc j My Comm.Costing.
'pins pU r
RESOLUTION � �fYAserri