Agenda 03/10/2015 Item #16K1 3/10/2015 16.K.1 .
EXECUTIVE SUMMARY
Recommendation by the Collier County Health Facilities Authority to approve a resolution
authorizing the Authority to issue revenue bonds for healthcare facilities at Moorings Park
and Moorings Park at Grey Oaks.
OBJECTIVE: To accomplish the necessary approvals to authorize a proposed revenue bond
issue by the Collier County Health Facilities Authority (the "Authority") to be used by The
Moorings, Incorporated ("The Moorings"), the owner and operator of Moorings Park and
Moorings Park at Grey Oaks,to refinance all or a portion of four bond issues previously done for
The Moorings by the Authority, and to pay a portion of the costs to acquire, construct, and equip
the new continuing care residential facilities located in the Grey Oaks community at the
northwest corner of Golden Gate Parkway and Airport Pulling Road, known as "Moorings Park
at Grey Oaks."
CONSIDERATIONS: Moorings Park is a life care retirement community on Goodlette Road,
initially constructed in 1980 with 168 independent living units and a 60-bed skilled nursing
facility. Subsequent construction and renovation has added additional independent Iiving units
(for a current total of 364), assisted living units (for a current total of 73) and a 106-bed skilled
nursing facility. Most of these facilities were financed by bonds issued by the Authority over the
past 35 years. Moorings Park is extremely strong financially and is believed to be the first
Florida life care facility to receive a stand-alone investment grade rating, which is granted only
to the top echelon of life care facilities. With its financial strength, The Moorings has a current
rating of A+,the only life care center in the United States to have such a rating by both Standard
&Poor's and Fitch Ratings.
As noted above,the 2015 bonds are proposed to be issued for the following purposes:
1. To refinance all or a portion of four bond issues previously done for The Moorings by the
Authority in 2000, 2005, 2008 and 2010 (the "Refunded Bonds"), the proceeds of which were
used by the Moorings to acquire, construct, reimburse itself for, and refinance capital
expenditures incurred in connection with,the continuing care facilities located at Moorings Park,
off Goodlette Road. Each of these previous bond issues was approved by the Board of County
Commissioners, by Resolutions 99-463, 2005-227, 2008-65, and 2010-234, adopted December
14, 1999,June 14, 2005, March 11,2008, and December 14,2010 respectively (copies attached).
The total outstanding on the Refunded Bonds is approximately $93.5 million,and approximately
50% of the proceeds of the proposed 2015 bond issue will be issued as fixed rate bonds (the
"Series 2015A Bonds") and will be used for refunding.
2. To pay a portion of the costs to acquire, construct, and equip the new continuing care
residential facilities to be owned and operated by The Moorings and located on 15.6 acres in the
Grey Oaks community at the northwest corner of Golden Gate Parkway and Airport Pulling
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Road. The Grey Oaks project will, at completion, consist of 96 independent living units, 64
assisted living units, a club house and related amenities. The total Grey Oaks project is
estimated at$169 million,and the portion of the 2015 bonds to be used for Phase 1 and a portion
of Phase 2, consisting of 32 independent living units, is approximately 27% of this or $44.6
million. The bonds proposed to be issued for this portion of the 2015 bonds will be in the form
of variable rate debt to be privately placed with a financial institution ("the Bank Debt"). The
remaining costs of the Grey Oaks project will be paid from The Moorings' internal resources.
The 2015 bonds will consist of the Series 2015A Bonds and the Series 2015B and 2015C Bonds.
The Series 2015A bonds will be fixed-rate bonds with a 40 year maturity and will be rated by
Fitch and/or Standard&Poors and are expected to carry an investment grade rating of A+. They
will be publically sold by the Underwriter, BB&T Capital Markets, in denominations of$5,000
or multiples thereof. The Bank Debt will be evidenced by the Series 2015B and Series 2015C
Bonds, the Series 2015B Bond being a single variable rate bond in the amount necessary
(approximately $25 million) to pay the remaining amounts to refund the Refunded Bonds over
and above the funds available from the Series 2015A Bonds, and the Series 2015C Bond being a
single variable rate bond in an amount necessary to provide funds to pay for Phase 1 and a
portion of Phase 2 of the Grey Oaks project (approximately$45.4 million). The Bank Debt will
be privately placed and held by the purchasing bank in its own portfolio.
The Authority met on February 23, 2015, and heard presentations from Moorings Park officials
in addition to the written application and supporting documentation that had been filed. The
meeting was noticed by publication in the Naples Daily News in accordance with the regulations
for such notice contained in the Internal Revenue Code, inviting attendance, participation, and
comments from members of the public. No members of the public attended the meeting or
submitted comments in advance of the meeting. The notice published in the Naples Daily News
is attached as Exhibit A to the Authority Resolution,described below.
As in all financing applications, the Authority considers a number of factors in reaching a
determination to finance a project. Here, the Series 2015A bonds are being publically sold and
are investment-grade rated bonds. The remainder of the bonds, which are not rated securities,
are being sold to a qualified institutional buyer(a bank)that has done its own credit risk analysis,
and are being held by the bank for its own portfolio, and will not be sold to members of the
public. A further consideration is whether the project serves a public need. Beyond the fact that
the statute authorizing the establishment of a health facilities authority (Chapter 154, Part III,
Florida Statutes)declares that there is a public need for the facilities authorized by the law, is the
fact that Moorings Park has been an integral part of the Naples and Collier County community
for more than 35 years. The Moorings, Inc. was founded by long-term County residents who
recognized the need for a facility to allow residents to remain in our community as they reach the
stage of life where a life care community becomes necessary. That this goal is still being
reached today is evidenced by the fact that, according to data presented to the Authority, of the
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180 move-ins between 2012 and 2014, 89.5%were residents of Naples,Collier County or Marco
zip codes.
The Authority further considers the fiscal impact of the facility on the community. Here, the
project is located within the City of Naples, in the case of Moorings Park, and in the Grey Oaks
PUD/DRI in the case of the Grey Oaks project. The facilities are served by existing public
infrastructure that is in place. In addition, the facilities have a significant economic impact on
the community. The Moorings is the 6th or 7th largest private employer in the County, having
over 750 employees, with a payroll of$25,000,000 per year. The Grey Oaks project will result
in an additional 60 full-time jobs. Local purchases by the facility amount to an additional
$30,000,000 per year, and the continuing construction of new or renovated facilities over the
years has put many millions of dollars into the local economy. The project will use local
architectural,engineering and construction firms.
Related to the above, the Authority also considers other public benefits derived by the
community by the facilities. Here, The Moorings presented information to Authority about its
social accountability program, which provides community benefits ranging from grants to
community benefit organizations,to staff volunteerism, to donating the use of meeting space for
community organizations.
After considering all of the above, at the conclusion of the public hearing the Authority
determined to proceed with the financing and adopted a resolution evidencing such approval (the
"Authority Resolution,"attached).
Federal tax law requires two approvals for the issuance of the bonds. First, the Authority must
hold a public hearing, and must adopt a resolution in favor of issuing the bonds, as described
above. Following this approval, the governing body of the issuer's jurisdiction must also
approve the bond issue. Here, the issuer (the Authority) has county-wide jurisdiction, and
therefore,the Board of County Commissioners, as the governing body of the entire county, must
approve the issuance of the bonds. Board approval does not have to be a specially advertised
hearing,but must be done at a regularly noticed and held meeting. A Resolution for the Board to
adopt (the "County Resolution") is attached, and the Authority Resolution is attached to the
proposed County Resolution as an exhibit.
As are all revenue bonds of this type, these bonds are based on revenues of the project and are
not obligations of the County. There is no pledge of any taxes, nor a pledge of any revenues
except the revenues of The Moorings,Inc. The County, the Board,nor any officer of the County
is liable for their payment. Further,the County Resolution expressly provides that this approval
by the Board does not abrogate any County regulations,including land use regulations.
FISCAL IMPACT: This program does not require any contribution from the Board of County
Commissioners or any other County agency.
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LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires
majority vote for Board approval. SRT
GROWTH MANAGEMENT IMPACT: The adoption of the attached resolution will have no
adverse growth management consequences. The existing facilities at Moorings Park were, and
the Grey Oaks facilities are being, constructed in accordance with all County growth
management regulations, and are subject to the LDC, the Growth Management Plan,
concurrency requirements, and the payment of impact fees. The Grey Oaks project is part of a
PUD/DRI that authorizes these uses.
RECOMMENDATION: The Board of County Commissioners adopts the attached Resolution
authorizing the Collier County Health Facilities Authority to issue revenue bonds for healthcare
facilities at Moorings Park and Moorings Park at Grey Oaks.
Prepared by:
Donald A. Pickworth,Counsel
Collier County Health Facilities Authority
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.K.16.K.1.
Item Summary: Recommendation by the Collier County Health Facilities Authority to
approve a resolution authorizing the Authority to issue revenue bonds for health care facilities
at Moorings Park and Moorings Park at Grey Oaks.
Meeting Date: 3/10/2015
Prepared By
Name: BrockMaryJo
Title: Executive Secretary to County Manager, County Managers Office
2/24/2015 3:14:39 PM
Submitted by
Title: Executive Secretary to County Manager, County Managers Office
Name: BrockMaryJo
2/24/2015 3:14:40 PM
Approved By
Name: TeachScott
Title: Deputy County Attorney, County Attorney
Date: 2/24/2015 3:31:12 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 2/24/2015 3:49:10 PM
Name: IsacksonMark
Title: Division Director-Corp Fin&Mgmt Svc, Office of Management&Budget
Date: 3/3/2015 9:29:06 AM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 3/3/2015 11:30:55 AM
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RESOLUTION NO.2015-„_
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY,FLORIDA APPROVING THE ISSUANCE AND SALE
OF HEALTH FACILITY REVENUE BONDS BY THE COLLIER COUNTY
HEALTH FACILITIES 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 Health Facilities Authority (the "Authority") is a body
corporate and politic of Collier County,Florida created by Collier County Ordinance No.79-95 duly
adopted by the Board of County Commissioners(the"Board")on November 20, 1979 pursuant to
Part III of Chapter 154,Florida Statutes, as amended, (the"Act")with the power to issue revenue
bonds for the purposes of financing a"project"as defined in the Act; and
WHEREAS,The Moorings,Incorporated,a Florida not for profit corporation,with certain
facilities located within the boundaries of Collier County,Florida(the"Borrower")has requested the
Authority to issue its revenue bonds as described below for the benefit of the Borrower and to loan
all or a portion of the proceeds thereof to the Borrower for the purposes set forth herein; and
WHEREAS, the Authority caused 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 February 5,2015,in the
Naples Daily News a newspaper of general circulation in the County, and a copy of said notice is
attached as Exhibit"A"to the Authority Resolution as described below(the"Notice");and
WHEREAS,on February 23,2015,a public hearing was held by the Authority with regard to
the issuance of the Authority's Health Facility Revenue Bonds as,more particularly described in the
Authority Resolution in an aggregate principal amount not to exceed$150,000,000,at the conclusion
of which hearing the Authority adopted the Resolution attached hereto as Exhibit "A" (the
"Authority Resolution");and
WHEREAS, the proceeds of the Bonds will be used by the Authority make a loan to
Borrower to refund the Refunding Bonds as described in the Authority Resolution and finance the
cost of acquisition, construction and equipping of the 2015 Project as described in the Authority
Resolution,and to pay the costs of issuance of the Bonds(all of the property financed with proceeds
of the Bonds being owned and operated by the Borrower);and
WHEREAS,the Bonds will not be an obligation of the County,and will be payable solely
from funds of the Borrower; and
WHEREAS,pursuant to the requirements of the Internal Revenue Code of 1986,as amended
(the"Code"),as a prerequisite to the issuance of the Bonds,it is necessary that the Board of County
Commissioners of Collier County,Florida approve the issuance thereof after said public hearing;and
WHEREAS, the Board of County Commissioners desires to evidence approval of the
issuance of the Bonds solely to satisfy the requirements of the Code.
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NOW, THEREFORE, be it resolved by the Board of County Commissioners of Collier
County,Florida that:
Section 1. Approval of Issuance of l e 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 or aspects of the 2015 Project within the regulatory jurisdiction of Collier County,nor
shall it abrogate any regulations of the City of Naples for any portions of the 2015 Project,if any,or
any other facilities owned or operated by the Borrower 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,or,as applicable,the corresponding requirements of the City
of Naples Comprehensive Plan and land development regulations.
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 favoring same,
this 10th day of March,2015.
A !EST: COLLIER COUNTY,FLORIDA BY
Dwight E. Brock, Clerk ITS BOARD OF COUNTY
COMMISSIONERS
By:
Deputy Clerk Tim Nance,Chairman
Approved as to form and legality:
ge Lk—
Scott R. Teach, Deputy County Attorney
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RESOLUTION NO. 2015-02,
A RESOLUTION OF THE COLLIER COUNTY HEALTH
FACILITIES AUTHORITY REGARDING THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS HEALTH FACILITY
REVENUE BONDS (THE MOORINGS, INCORPORATED
PROJECT) SERIES 2015 IN ONE OR MORE SUBSERIES IN A
PRINCIPAL AMOUNT NOT TO EXCEED $150,000,000 FOR
THE PRINCIPAL PURPOSES OF MAKING A LOAN TO THE
MOORINGS,INCORPORATED(THE"BORROWER")TO PAY
CERTAIN COSTS INCURRED IN CONNECTION WITH THE
CONTINUING CARE FACILITIES TO BE OWNED AND
OPERATED BY THE BORROWER AND/OR TO REFINANCE
ALL OR A PORTION OF THE AUTHORITY'S HEALTH
FACILITY REVENUE BONDS (THE MOORINGS,
INCORPORATED PROJECT) SERIES 2000, 2005, 2008 AND
2010;AUTHORIZING THE EXECUTION AND DELIVERY OF
A PRELIMINARY AGREEMENT BETWEEN THE
AUTHORITY AND THE BORROWER;AND PROVIDING FOR
RELATED MATTERS.
WHEREAS, The Moorings, Incorporated, a Florida corporation not-for-profit (the
"Borrower") has applied to the Collier County Health Facilities Authority (the "Authority") to
issue one or more series of its revenue bonds in the principal amount of not to exceed
$150,000,000 (the "Bonds") for the principal purpose of financing a loan by the Authority to the
Borrower the proceeds of which will be used by the Borrower to (i)acquire,construct and equip,
and reimburse itself for capital expenditures incurred in connection with,the existing continuing
care facilities owned and operated by the Borrower and located at 120 Moorings Park Drive,
Naples, Florida and/or new continuing care facilities to be owned and operated by the Borrower
and located on approximately 15.6 acres of land located at the northwest corner of Golden Gate
Parkway and Airport Pulling Road,Naples, Florida (collectively, the "2015 Project")and/or (ii)
refinance all or a portion of the Authority's Health Facility Revenue Bonds (The Moorings,
Incorporated Project), Series 2000, Series 2005, Series 2008 and Series 2010 (the "Refunded
Bonds"),the proceeds of which were used by the Borrower to acquire, construct,reimburse itself
for and refinance capital expenditures incurred in connection with the continuing care facilities
owned and operated by the Borrower and located at 120 Moorings Park Drive,Naples,Florida and
(iii)pay costs associated with the issuance of the Bonds; and
WHEREAS,the Borrower has requested that the Authority loan the proceeds of the Bonds
to the Borrower pursuant to Chapter 154, Part III, and Chapter 159, Part II, 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
Borrower to finance the costs of the 2015 Project and refinance the Refunded Bonds under loan
agreements or other financing agreements, the terms of 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 Borrower and promote the public purposes provided in the Act; and
EXHIBIT A
TO
COUNTY RESOLUTION
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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 the 2015 Project, as more
particularly described in the notice of public hearing attached hereto as Exhibit A;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY HEALTH
FACILITIES 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 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
Iaws of the United States of America, including the Code, and this Resolution, but subject in all
respects to the terms of the Preliminary Agreement for the Issuance of Revenue Bonds of even date
herewith between the Authority and the Borrower(the"Preliminary Agreement").The Chairman,
Vice-Chairman or any other member of the Authority is hereby authorized to execute the
Preliminary Agreement on behalf of the Authority.
SECTION 3. APPROVAL OF THE FINANCING.The financing of the costs of the 2015
Project and refinancing of the Refunded Bonds by the Authority through the issuance of the
Bonds,pursuant to the Act,will promote the 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 for purposes of the Act, subject,
however, in all respects to the Borrower meeting the conditions set forth in the Preliminary
Agreement to the sole satisfaction of the Authority. The Authority hereby requests and
recommends that the Board of County Commissioners of Collier County, Florida, as an
"applicable elected representative" of the Authority for purposes of Section 147(f) of the Code,
"approve" the issuance of the Bonds for the purposes of said Section.
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 Borrower
and subject in all respects to the conditions set forth in the Preliminary Agreement,in an aggregate
principal amount not to exceed$150,000,000 for the principal purpose of financing the costs of the
2015 Project and refinancing the Refunded Bonds.
SECTION 5. GENERAL AUTHORIZATION. The Chairman,Vice-Chairman and other
members of the Authority 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.
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SECTION 6. 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 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 Borrower prior to or contemporaneously with the issuance of the
Bonds. The Authority has no taxing power.
SECTION 7. 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 2015 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 8. EFFECTIVE DATE. This Resolution shall take effect immediately.
ADOPTED this 23rd day of February,2015.
COLLIER COUNTY HEAL 3 FACILITIES AUTHORITY
•
Chairman fixorl '.T. r3£0y
-. [Seal]
Attest:
i iii X)
Secretary 44.4e1 n iu of Aiic K I s cs,J
3
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Naples Daily News
Naples, FL 34110
Affidavit of Publication •
Naples Daily News
+
PICKWORTH, DONALD P.A.
5100 TAMIAMI TRL N STE 103
NAPLES FL 34103
REFERENCE: 010784 G� F.: `�'S, rep
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• 59764333 NOTICE OF SPECIAL i�r', -+r'' , , �, '� ;
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State of Florida �r -r.'9.,. z x r -':
Counties of Collier and Lee i. , "'`
Before the undersigned authority, ers•, t
appeared Dan McDermott, says that hePse .�L 4 ----1-000.4-7:"- • ' '.-
Inside Sales Supervisor, of the Naples D r- y . •
a daily newspaper published at Naples, i x►,.,. r ;. .., , ;-'..,e-
County, Florida: distributed in Collier 4 -:,4 :° A `.
and Lee counties of Florida; that the at ` .. e . -'r
copy of advertising was published in sai•• a *..= '*'=: "f n ,.� ��'
newspaper on dates listed. -'` ' " : 4�a ?.S ' ` '''••
•Affiant further says that the said Nap a; . - ,tic , .ate ;
News is a newspaper published at Naples, "' .1"1-1:4';.;'t'::-.:1°
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Collier County, Florida, and that the sail` -M- - '' �- ''' � •
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newspaper has heretofore been continuousl i"`'"' '"" 4 - "`' •'-
day and has been entered as second class ?:_. , sir - �.y�l
matter at the post office in Naples, in s. :. : "' .z 4z'
Collier County, Florida, for a period of -,�. � .1.
next preceding the first publication of t ` a --4-'':: • •
attached copy of advertisement; and affia . ea -
further says that he has neither paid nor,-. , .. - :.
promised any person, firm or corporation -„, 7,.
discount, rebate, commission or refund fo . -; -- .. -<'”'
purpose of securing this advertisement fos - • s — ,- �,- -- =J
publication in the said newspaper. � : � � 4: "`;
PUBLISHED ON 02/05 ,.. w� ,ez_."."' Y Td iT? '. 4 wI "5'•' !s''.
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AD SPACE: 134 LINE
FILED ON: 02/05/15
Signature of Affiant !r• '•-- .I
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Personally known by me i. /,'i ,f'i /1 is c3 ( 1 Al_ (
EXHIBIT A
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AUTHORITY RESOLUTION =", •FF 105030
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II RESOLUTION NO. 99-.463
A RESOLu TION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY,FLORIDA APPROVING THE ISSUANCE AND SALE
OF!WALT!! FACILITY REVENUE BONDS BY THE COLLIER COUNTY
11 EA1;TlI FACILITIES AUTHORITY.AS REQUIRED BY SECTION 147(f)
OF TI E INTERNAL REVENUE CODE.AS AMENDED:AND PROVIDING
FOR OTI3ER RELATED MATTERS.
\VIIER1sAS. the Collier County Health Facilities Authority (the"Authority") is a body
corporate and politic of Collier County.Florida created by Collier County Ordinance No.79-95 duly
adopted by the Board of County Commissioners on November 20. 1979 pursuant to Part 111 of
Chapter 154, Florida Statutes.as amended,(the"Act")with the power to issue revenue bonds for
the purposes of linancing a"project"as defined in the Act:and
VI IEREAS.The Moorings,incorporated.a Florida not for profit corporation,with certain
facilities located within thc boundaries of Collier County, Florida.(the"Borrower")has requested
the Authority to issue its revenue bonds as described below for the benefit of the Borrower and to
loan all or a portion of the proceeds thereof to the Borrower for the purposes set forth herein: and
WIIERRAS. the Authority caused notice of a public hearing to consider approval of the
13onds and the location and nature of the project to he published on or before November 15. 1991,
in the Naples Daily News a newspaper ofgeneral circulation in the County.and a copy of said notice
is attached as iixhihit A (the"Notice'):and
WI(ER EAS,on November 31), 1999 a public hearing was held by the Authority with regard
to the issuance of the Authority's Health Facility Revenue Bonds (The Moorings, Incorporated
Project)Series 20(ttt in an aggregate principal amount not to exceed S33,000,0()0.at the conclusion
of which hearing the Authority adopted the Resolution attached as Exhibit 13(without exhibits):and
WHEREAS, the proceeds of the Bonds will be used by the Authority to make a loan to
Borrower to finance t including reimbursement tope Bormwcrofpreviously incurred expenses in
connection with)and refinance. which refinancing may include thc refinancing and refunding ofa
portion of the Authority's l Icalth Facility Refunding Revenue Bonds(The Moorings. Incorporated
Project) Series 1994. the cost of acquisition. construction and equipping of healthcare facilities
located at 120 Moorings Park Drive.Naples.Florida,within Collier County.Florida and to pay the
costs of issuance of the Bonds (all of the property financed and refinanced with proceeds of the
Bonds being owned and operated by the Borrower):and
WHEREAS.the Bonds will not be an obligation of the County.and will be payable solely
from funds of the Borrower;and
WHEREAS,EREAS,pursuant to the requirements of the Internal Revenue Code of 1 c986,as amended
(the"Code").as a prerequisite to the issuance of the Bonds,it is necessary that the Board of County
Commissioners of Collier County, Florida approve the issuance thereof after said public hearing;
and
WHEREAS, the Board of County Commissioners desires to evidence approval of the
issuance of the Bonds solely to satisfy the requirements of the Codc.
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Now. TIII:REFC)kl E. be it resolved by the Board of County Commissioners of Collier
County. Florida that:
Section 1. The Board of County Commissioners hcrcby approves the issuance of the
Bonds solely for purposes of Section 147(1)of the Code.
Section 2. The Bonds shall not constitute a debt,liability or obligation of Collier County.
Florida,its Board of County Commissioners,or any officers.agents or employees thereof.or of the
State of Florida or any political subdivision thereof.hut shall be payahle solely from the revenues
provided therefor,and neither the faith and credit nor any taxing power of Collier County.Florida.
thc State of Florida or any political subdivision thereof is pledged to payment of thc principal of,
premium,if any.and interest on the Bonds. No member of the Board of County Commissioners of
Collier County. Florida or any officer.agent or employee thereof shall be liable personally on the
Bonds by reason of their issuance.
Section:t. 1 his approval shall in no way be deemed to abrogate any regulations of
Collier County. Florida,and any and-all projects contemplated to be financed with the Bonds shall
be subject to all such regulations, including. bur not limited to. the Collier County Growth
Management Plan, all concurrency requirements contained therein. the Collier County Land
Development Code.and all applicable impact fee regulations.
Section 4. Irony 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 5. This Resolution shall take effect immediately upon its adoption.
- PASSED and Adopted this 14th day of December, 1999.
• ATfEST: COLLIER COUNTY.FLORIDA BY
Dwight E. Brock.Clerk iTS 0 D OF COUNTY COMMISSSJONIERS
. ////:-.
. - _ Z_____2 .2.. 2 1 kL. --lc.
Deputy Clerk l' heia S. Mac'Kie.Chairwoman /7.-//y/
(SE::V.J Attu•.. / '•. LbZdrstar.'•
signature vdy.
• Approved as to form and legal sufficiency:
ji,,,,i2 L :,,
..._ .....___ ..._
David C. Weigel. Cou Attorney
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Affidavit of Publication ',�,� - •�1
Naples Daily New 7�0 Sys
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REFERENCE: 010784
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57964222 NOTICE OF KWIC REA p s,,e �o��
e itsye
State o1 Florida aL ,t1reAZZs,.
County of cattier sew e
Before the undersigned authority, personally �N�e �n'
appeared O. Laab, who on oath says that she UMW . . y,y oars .. .•"OO�gN
as the Assistant Corporate Seminary of the N1a�pples A -.r+aV ��p�raa�0�et address.
Doily New, t daily newspaper published at Owlet, . ' ,,.°!COI . ,:
in Collier Canty, Florida: that the attached efaAa or an Au•
copy of advertising was published in said lei„�i wie 0ew�temoinaerdir•
newspaper on dates listed. Monrns ihers+rHS r
la) s-. sursa,w
Aifisnt further says that the sold Pimples Deity .,WMeMeaeamryr awMnsetliaeAwhwny
News is a newspaper published at Naples, in said y AR paeans ore wens waken
Collier Canty Florida, and that the said �aNSnafns Awr�°twi�hr oentaesr .x
publppssppatr hss heretofore been continuously teae
lsilyd in said Collier County, Florida, each e,snai�Anyerls >o
dry and has been entered it second class Mil came ese1a esyefee N thsr
getter at the post office in Naples, in said
Collier County, Florida, fora period of 1 year Wrens Amway
next preceding the first publteat,Of of the l tuds501
attached copy of °dvertistaent• and off lint 114' ° vonetef Ili tivflorino
further says that she has neither paid nor °"d ire a d helm.on
proaissd any person, firm or coporation any yew
distant, rebate, cou.ission or refund for the :,e ' dde rmo enn,�,
purpose of ssovrinp this advertist*ent for eip�tl #Wee tow
publication In the said newspaper. ,r• rmeea"s0”. s, °�0 :
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Signature of Affient • !"
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Personalty known by of B24.61,-__-
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EXHIBIT A
TO COUNTY RESOLUTION :
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RESOLUTION NO.99.0
A RESOLUTION OF THE COLLIER COUNTY HEALTH
FACILITIES A UTI IORITY AUTHORIZING THE ISSUANCE OF
ITS I IEALTH FACILITY REVENUE BONDS(THE MOORINGS,
INCORPORATED PROJECT), SERIES 2000 IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
533,000,000 FOR THE PURPOSES OF PROVIDING FUNDS TO
MAKE A LOAN TO THE MOORINGS,INCORPORATED(THE
"BORROWER") FOR THE PURPOSES OF (i) IF SO
REQUESTED BY THE BORROWER,REFUNDING A PORTION
OF THE AUTHORITY'S HEALTH FACILITY REFUNDING
REVENUE BONDS (THE MOORINGS, INCORPORATED
PROJECT)SERIES 1994;(ii)REIMBURSING THE BORROWER
FOR THE COSTS OF ACQUISITION, CONSTRUCTION,
EQUIPPING AND IMPROVING CERTAIN HEALTH CARE
FACILITIES; (iii) FUNDING A DEBT SERVICE RESERVE
FUND AND (iv) PAYING A PORTION OF THE COSTS OF
ISSUING THE BONDS; PROVIDING A METHOD TO
APPROVE TIII? FORM OF, AND AUTHORIZING THE
EXECUTION OFF, A SECOND RELATED SUPPLEMENTAL. e.,:
LOAN AGREEMENT, A BONI) PURCHASE AGREEMENT, A
SERIES 2000 BOND TRUST INDENTURE, AN ESCROW
DEPOSIT AGREEMENT AND A LETTER OF
REPRESENTATIONS;APPOINTING A TRUSTEE;PROVIDING
A METHOD TO APPROVE THE FORM AND USE OF A
PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING
THE PREPARATION AND EXECUTION OF AN OFFICIAL
STATEMENT AND THE USE THEREOF; PROVIDING FOR
TILE AWARD OF THE SALE OF THE BONDS I3Y A
NEGOTIA'T'ED SALE: AUTHORIZING THE MEMBERS OF
TILE AUTHORITY TO TAKE CERTAIN ACTION EN
CONNECTION WITH TILE ISSUANCE OF THE BONDS;
MAKING CERTAIN OTTTER COVENANTS AND
AGREEMENTS IN CONNECTION WITIi TEIE ISSUANCE OF
TIlE BONUS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, The Moorings. Incorporated (the "Borrower") has requested the Collier
County I lentil! Facilities Authority(the "Authority")to assist the Borrower in providing funds to
(1) reimburse the Borrower for the costs of acquisition,construction, equipping and improving of
certain health care facilities owned and operated by the Borrower(ii)and if so requested by the
Borrower, refund a portion of the Authority's Health Facility Refunding Revenue Bonds (The
Moorings, Incorporated Project), Series 1994, by the issuance by the Authority of its Health
Facility Revenue Bonds(The Moorings,Incorpor ated Project),Series 2000 in the principal amount
of not to exceed 533.000.000(the "Bonds"); and
EXHIBIT S
TO COUNTY RESOLUTION
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WI IIiREAS, the Authority and the Borrower expect to receive an offer from Salomon
Smith Barney Inc. (the "Original Purchaser") to purchase the Bonds, in the form of a bond
purchase contract, a proposed form of which has been provided to the Authority and is attached
• hereto as Exhibit I) (the "Bond Purchase Agreement"); and
WHEREAS. it is necessary and desirable to provide a method to approve the form of and
authorize the execution of a Series 2000 Bond Trust Indenture, a Second Related Supplemental
Loan Agreement.an Escrow Deposit Agreement,a Letter of Representations with The Depository
Trust Company and the Bond Purchase Agreement,to provide a method to approve the form of
a preliminary official statement and to authorize the preparation of an official statement for the
Bonds and to establish a method to specify the interest rates, maturity dates,redemption provisions
and other details for the Bonds;
BE IT RESOLVED BY THE COLLIER COUNTY HEALTH FACILITIES
AUTIIORITY, COLLIER COUNTY. FLORIDA:
SECTION I. AUTNORITY FOR TIiiS RESOLUTION. This resolution, hereinafter
called the "Resolution," is adopted pursuant to Part II, Chapter 159 and Pan IiI. Chapter 154.
Florida Statutes, and other applicable provisions of law.
SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms used in
this Resolution in capitalized form and not otherwise defined herein shall have the meanings
specified in the Series 2000 Bond Trust indenture attached hereto as Exhibit A(the "Indenture"),
the Second Related Supplemental to Loan Agreement attached hereto as Exhibit H (the "Loan
Agreement') and/or the Escrow Deposit Agreement attached hereto as Exhibit C (the "Escrow
Agreement"). Words importing singular number shall include the plural number in each case and
vice versa, and words importing persons shalt include firms and corporations.
SECTION 3. FINDINGS. It is hereby ascertained,determined and declared as follows:
A. For the benefit of the inhabitants of Collier County. the increase of their commerce,
welfare and prosperity, and the improvement of their health and living conditions it is essential
that the inhabitants of said County have accent to adequate medical care and health facilities.
B. The Authority is authorized by the Act to issue its revenue obligations hereinafter
described and in the manner herein provided, to finance the cost of healthcare facilities such as
the Series 2(00 Project and to refinance bonds such as the Refunded Bonds, for private nonprofit
users such as the Borrower, to the end that the Authority may be able to improve the public health
and the commerce. welfare and prosperity of Collier County and its inhabitants, and the
requirements and criteria of the Act relative to the issuance of the Bonds have been met.
C. The issuance of the Bonds is appropriate to the needs and circumstances of Collier
County and its inhabitants and is necessary for the efficient and economic provision of adequate
medical care and health facilities within said County and shall serve a vital public purpose by
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•promoting the maintenance of the public health and by advancing the economic prosperity and
general welfare of said County and its inhabitants.
D. Adequate provision will be made under the provisions of the Loan Agreement for the
payment of the principal of. premium, if any, and interest on the Bonds. The Borrower is
financially responsible and willing to fulfill its obligations under the Loan Agreement.
E. The principal of and premium, if any, and interest on the Bonds and all payments
required under the Indenture shall be payable solely from the proceeds to be derived by the
Authority under the Loan Agrcement.and the Series 2000 Note, and the Authority shalt never be
required to pay the principal of, premium, if any,or interest on the Bonds or to make any other
payments provided for under the Loan Agreement or the Indenture from any funds of the
Authority other than those derived by the Authority under the Loan Agreement, the Series 2000
Note or the special funds or accounts created in connection therewith; and the Bonds shall not
constitute a lien upon any property of the Authority except as provided under and pursuant to the
• indenture.
F. The payments scheduled to be made by the Borrower to the Bond Trustee under the
Loan Agreement with respect to the Bonds will be sufficient to pay all principal of.premium, if
any, and interest on the Bonds as the same shall become due, and to make all other payments
required by such Loan Agreement and the Indenture with respect to the Bonds.
G. The Authority has been advised that due to the desire to coordinate the sale of the
Bonds and due to the present high volatility of the market for tax-exempt obligations such as the
Bonds, it is in the best interest of the Borrower to sell the Bonds by negotiated safe, and the
Authority, wishing to obtain the best interest rate on the Bonds for the benefit of the Borrower.
has determined to sell the Bonds by negotiated sale to the Original Purchaser. permitting the
Authority to enter such market at the most advantageous time,rather than at a specified advertised
date, and accordingly it is in the hest interest of the Authority that a negotiated sale of the Bonds
be authorized.
It The Authority has conducted a public hearing on this date for purposes of Section
147(t)of the Code.
SPC(10N 4. AI,THORi%ATiON OF BONDS. For the purpose of providing funds to.
(i) if so requested by the Borrower, refund the Refunded Bonds, (ii)reimburse the Borrower for
Costs of the Series 2000 Project, (iii) make a deposit in the Reserve Fund as provided in the
Indenture and (iv)pay a portion of the costs of issuance of the Bonds, obligations of the Authority
to be known as "Health Facility Revenue Bonds (The Moorings, Incorporated Project), Series
2000" are hereby authorized to be issued in the aggregate principal amount of not exceeding
533,000,000 in the form,manner and for the purposes described in the Indenture, The Bonds will
be dated, will bear interest and will have such other specifications as provided in the Indenture
approved by the Chair(as defined in Section 5)pursuant to Section 5 hereof, provided that the
principal amount of the Bonds shall not exceed$33,000,000, the final maturity date of the Bonds
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shall not be later than 30 years after the date of issuance and the arbitrage yield on the Bonds
under Section 148 of the Code may not exceed 8.0%.
SECTION 5. THE INDENTURE. As security for the payment of the principal of.
premium. if any,and interest on the Bonds,the Indenture, in the form of the draft thereof attached
hereto as Exhibit A, with,subject to the limitations set forth in Section 4,such changes,alterations
and corrections as may be approved by the Chairman or Vice-Chairman of the Authority (the
"Chair"), such approval to tee conclusively presumed by the execution thereof by the.Chair, is
hereby approved by the Authority, and the Authority hereby authorizes and directs the Chair to
execute the Indenture and any other member of the Authority(the "Designated Member") to attest
thereto, and to deliver the Indenture to the Bond Trustee, all of the provisions of which, when
executed and delivered by the Authority as authorized herein, shall be deemed to be a part of this
Resolution as fully and to the same extent as if incorporated verbatim herein. The Bank of New
York is hereby appointed Bond Trustee to act under the indenture.
SECTION 6. AUTHORIZATION OF EXECUTION AND DELIVERY OF TIES LOAN
AGREEMENT. The Loan Agreement, in the form of the draft thereof attached hereto as
Exhibit 11. with, subject to the limitations set forth in Section 4, such changes, alterations and
corrections thereto as may be approved by the Chair, such approval to be conclusively presumed
by the execution thereof by the Chair, is hereby approved by the Authority, and the Authority
authorizes and directs the Chair to execute the Loan Agreement and the Designated Member to
attest thereto, and to deliver the Loan Agreement to the Borrower,all of the provisions of which,
when executed and delivered by the Authority as authorized herein shall be deemed to be a part
or this Resolution as fully and to the same extent as if incorporated verbatim herein.
SECTION 7. APPROVAL OF ESCROW DEPOSIT AGREEMENT. The Escrow
Deposit Agreement (the "Escrow Agreement")is hereby approved by the Authority in the form
of the draft thereof attached hereto as Exhibit C. with such changes, alterations and corrections
as may be approved by the Chair,such approval to he conclusively evidenced by the execution of
the Chair of the Escrow Agreement, and the Chair is hereby authorized and directed by the
Authority to execute the Escrow Agreement,and the Designated Member to attest thereto, and to
deliver the Escrow Agreement to the Bond Trustee(as defined therein)upon such execution. The
Escrow Agreement shall only be executed by the Authority and the refunding of the Refunded
Bonds described therein undertaken, if the Borrower shall so request, prior to the date of issuance
of the Bonds.
SECTION 8. SALE OF BONDS: EXECUTION AND DELIVERY OF THE BOND
PURCHASE AGREEMENT. Subject to the limitations set forth in Section 4, the Chair is
authorized to award the sale of the Bonds to the Original Purchaser upon the terms and conditions
set forth in the Bond Purchase Agreement. Prior to the sale of the Bonds, the Original Purchaser
shall file with the Authority the disclosure statement required by Section 218.385, Florida Statutes,
and competitive bidding for the Bonds is hereby waived. The Bond Purchase Agreement, in the
form of the draft thereof attached hereto as Exhibit D. with, subject to the limitations set forth in
Section 4.such changes,alterations and corrections thereto as may be approved by the Chair,such
approval to he conclusively presumed by the execution thereof by the Chair, is hereby approved
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by the Authority, and, upon execution thereof by the Borrower the Authority authorizes and
directs the Chair to execute the Bond Purchase Agreement and to deliver the Bond Purchase •
Agreement to the Original Purchaser.
SECTION 9. APPROVAL. OF PRELIMINARY OFFICIAL STATEMENT AND
AUTHORIZATION OF OFFICIAL STATEMENT. The Authority hereby approves the
Preliminary Official Statement for the Bonds, which shall be in the form of the draft thereof
attached hereto as Exhibit E,together with such changes.alterations and corrections therein as
may be approved by Donald A. Pickworth, general crntnscl to the Authority, and authorizes its
use by the Original Purchaser in connection with the marketing of the Bonds, Donald A.
Pickworth,general counsel to the Authority, is hereby authorized to'deem final" the Preliminary
Official Statement for the Bonds,for purposes of Securities and Exchange Commission Rule 15c2-
12. The Authority hereby approves preparation of an Official Statement relating to the Bonds,
which shall be in the form of the Preliminary Official Statement with such changes,alterations and
corrections therein as shall be necessary to reflect the terms of the Bonds and such other matters
as may be approved by the Chair. such approval to be conclusively established by execution of
such Official Statement by the Chair,and the Authority authorizes and directs the Chair to execute
the Official Statement as so approved in the name of the Authority.
SECTION 10. BOOK-ENTRY SYSTEM. Attached hereto as Exhibit F is a Letter of
Representations among the Authority,The Depository Trust Company and the Bond Trustee. The
form of such Letter of Representations, with such changes, alterations and corrections thereto as
may be approved by the Chair, such approval to be conclusively presumed by the execution
thereof by the Chair. is hereby approved by the Authority, and the Authority authorizes and
directs the Chair to execute the Letter of Representations and to deliver the same to the Bond
Trustee.
SECTION 11. NO PERSONAL LIABILITY, No covenant. stipulation, obligation or
agreement herein contained or contained in the Loan Agreement, the Indenture, the First
Supplemental indenture, the Master Indenture, the Escrow Agreement, the Bond Purchase
Agreement, the Letter of Representations, the Bonds,or any instrument contemplated thereby shall
he deemed to be a covenant, stipulation, obligation or agreement of any officer, member, agent
or employee of the Authority in his or her individual capacity, and no member of the Authority
executing the Bonds or other documents herein mentioned shall be liable personally thereon or be
subject to any personal accountability by reason of the issuance or execution thereof.
SECTION 12. NO THIRD PARTY BENEFICIARIES. Except as herein or in the
documents herein mentioned otherwise expressly provided, nothing in this Resolution or in such
documents.express or implied, is intended or shall be construed to confer upon any Person other
than the Authority, the Borrower, the Holders of the Bonds, the Original Purchaser and the Bond
'Trustee any right, remedy or claim, legal or equitable, under and by reason of this Resolution or
any provision hereof or of such documents; this Resolution and such documents being intended
to he and being for the sole and exclusive benefit of such parties.
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SECTION 13. PREREQUISITES PERFORMED. All acts,conditions and prerequisites
relating to the passage of this Resolution and required by the Constitution or laws of the State of •
Florida to happen,exist and be performed precedent to and in the passage hereof have happened.
exist and have been performed as so required.
SECTION 14. GENERAL AUTHORITY. The Chair and any and all other members of
the Authority are hereby authorized to do all acts and things required of them by this Resolution,
the Bond Purchase Agreement, the Master Indenture, the First Supplemental Indenture, the Loan
Agreement,the Escrow Agreement,the Letter of Representations or the Indenture nr desirable or
consistent with the requirements hereof or thereof,for the full punctual and complete performance
of all terms,covenants and agreements contained in the Bonds.the Loan Agreement,the Escrow
Agreement, the Master indenture, the Boni!Purchase Agreement, the letter of Representations.
the Indenture and this Resolution. The Chair,any other member of the Authority, and the Bond
Trustee arc jointly and severally authorized to subscribe for the purchase by the Authority of
United States Treasury Obligations-State and Local Government Scrim in connection with any
refunding of the Refunded Bonds.
sF.c.rION i5. RESOLUTION CONSTITUTES A CONTRACT. The Authority
covenants and agrees that this Resolution shall'constitute a contract between the Authority and the
l lolders from time to time of the Bonds and that all covenants and agreements set forth herein and
in the Loan Agreement,the Indenture,the Escrow Agreement,the Bond Purchase Agreement, the
Letter of Representations and the Master Indenture to be performed by the Authority shall be for
the equal and ratable benefit and security of all Holders of the Bonds.
SECTION 16. SIiVI3RAUUILITY. If any one or more of the covenants,agreements, or
provisions contained herein or in the Bonds shall be held contrary to any express provisions of law
or contrary to the policy of expose law,though not expressly prohibited,or against public policy,
or shall fur any reason whatsoever be held invalid,then such covenants.agreements,or provisions
shall be null and void and shalt be deemed separable from the remaining covenants,agreements,
or provisions hereof and thereof and shall in no way affect the validity of any of the other
provisions of this Resolution or of the Bonds.
SECTION 17. kE1'1'ALER. All resolutions or parts thereof of the Authority in conflict
with the provisions herein contained art, to the extent of any such conflict.hereby superseded and
repealed.
SEC!'ION 18. EFFECTIVE DATE. This Resolution shall take effect immediately upon
its adoption.
Patiscd and adopted this 30th day of November, 1999.
COLLIER COUNTY IIEALTI!
FACILITIES AUTHORITY
By:
Chairman
ti
%Itsv,.?A*h (Mal Reu n rd 6
•
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RESOLUTION NO.05-123
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND
SALE OF HEALTH FACILITY REVENUE BONDS BY THE COLLIER
COUNTY HEALTH FACILITIES AUTHORITY, AS REQUIRED BY
SECTION 147(f) OF THE INTERNAL REVENUE CODE,AS AMENDED;
PROVIDING THAT THE BONDS SHALL NOT BE A DEBT OR
OBLIGATION OF COLLIER COUNTY, SHALL NOT CONSTITUTE A
PLEDGE OF TAXES OR ANY OTHER REVENUES OF THE COUNTY;
PROVIDING THAT THE PROJECT TO BE FINANCED SHALL BE
SUBJECT TO ALL REGULATIONS OF COLLIER COUNTY;
PROVIDING FOR OTHER RELATED MATTERS,AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Collier County Health Facilities Authority (the Authority) is a body
corporate and politic of Collier County. Florida created by Collier County Ordinance No. 79-95
duly adopted by the Board of County Commissioners on November 20. 1979 pursuant to Part III
of Chapter 154, Florida Statutes, as amended. (the Act) with the power to issue revenue bonds
for the purposes of financing a project as defined in the Act;and
WHEREAS, The Moorings. Incorporated, a Florida not for profit corporation, with
certain facilities located within the boundaries of Collier County, Florida,(the Borrower) has
requested the Authority to issue its revenue bonds as described below for the benefit of the
Borrower and to loan all or a portion of the proceeds thereof to the Borrower for the purposes set
forth herein:and
WHEREAS, the Authority caused 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 May 15, 2005, in
the Naples Daily News a newspaper of general circulation in the County, and a copy of said
notice is attached as Exhibit A to the Authority Resolution as described below(the Notice);and
WHEREAS, on June 1, 2005 a public hearing was held by the Authority with regard to
the issuance of the Authority's Health Facility Revenue Bonds (The Moorings, Incorporated
Project) Series 2005 in an aggregate principal amount not to exceed $30,000.000, at the
conclusion of which hearing the Authority adopted the Resolution attached as Exhibit A (the
Authority Resolution);and
WHEREAS, the proceeds of the Bonds will be used by the Authority to make a loan to
Borrower to finance (including reimbursement to the Borrower of previously incurred expenses
in connection with) the cost of acquisition. construction and equipping of healthcare facilities
located at 120 Moorings Park Drive, Naples. Florida, within Collier County. Florida and to pay
the costs of issuance of the Bonds(all of the property financed with proceeds of the Bonds being
owned and operated by the Borrower): and
WHEREAS, the Bonds will not be an obligation of the County, and will be payable
solely from funds of the Borrower:and
WHEREAS, pursuant to the requirements of the Internal Revenue Code of 1986. as
amended (the "Code"), as a prerequisite to the issuance of the Bonds. it is necessary that the
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Board of County Commissioners of Collier County, Florida approve the issuance thereof after
said public hearing;and
WHEREAS, the Board of County Commissioners desires to evidence approval of the
issuance of the Bonds solely 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. The Board of County Commissioners hereby approves the issuance of the
Bonds solely for purposes of Section 147(f)of the Code.
Section 2. The Bonds shall not constitute a debt, liability or obligation of Collier
County, Florida, its Board of County Commissioners, or any officers, agents or
thereof,or of the State of Florida or any political subdivision thereof,but shall payable employees
from the revenues provided therefore, and neither the faith and credit nor any taxing power of
Collier County, Florida, the State of Florida or any political subdivision thereof is pledged to
payment of the principal of, premium, if any, and interest on the Bonds. No member of the
Board of County Commissioners of Collier County, Florida or any officer, agent or employee
thereof shall be liable personally on the Bonds by reason of their issuance.
Section 3. This approval shall in no way be deemed to abrogate any regulations of
Collier County, Florida, and any and all projects contemplated to be financed with the Bonds
shall be subject to all such regulations, including, but not limited to, the Collier County Growth
Management Plan, all concurrency requirements contained therein, the Collier County Land
Development Code, and all applicable impact fee regulations.
Section 4. 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 5. This Resolution shall take effect immediately upon its adoption.
PASSED andAdopted this 14th day of June,2005.
ATTEST::' r ., COLLIER COUNTY,FLORIDA BY
Dwight E..Brack,•Clerk•'. 's, - ITS BOARD OF COUNTY COMMISSIONERS
By: ‘:11. .0 A. (A)
•.-- 1 ..• Fred W. Coyle,Chairman
Approved as rdiormt an legal sufficiency:
Da%id C. Weigel,County A ey
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!! vi.1 TION NU 2005-01
AN IND( EN1LN I R_S(fl. i loN Fl t i iLN
1 :U 1.1 Ai-ri IORt FY REGARDIN'; 11
or At.11101t1 TY WITH RESPECT R..
l'ILL PROPOSE) ISS1 .\NCI 131 11IF. ,•1171110RITY
I Ir. kl..1.1 I FAIi.!ry ENCE 130NDS 1111i MOORIVi S.
INCORPUItA FID PROJEC7i SFR1FS 25115 IN AN AtiCIRI:(3.■IT.
PRI E.. \URNr NO ITO F.XC1.ED$311.(100,U00 FOR 11 i
PRINCIPAL PURPOSE OF RLINII31.11SINti .11IL NIUURINCS.
INCORPOR A 111) 111E"BORROW.ER")FUR CERTAIN COSTS
C(.RRLU IN CONNECTiON WI I THE CONTINUING CARE
OV,Nr.1) AND OPERATED 1W THE BORROWER
AND LOC.;[Cl)AT 320 \IOOlUNcjS PARK DRIVE. NM'I.Ls.
11.c nur.m..-%t 710 IRI7.1N(I EXECUTION AND DELIVIER.V
of A PRI:LAMINAR .ViIII:FNIEN1 IIETWEEN rt
'11 ItIRITY AND 1I Ili BORROWER; ASL)PROVIDINcl FOR
RLLATED
itworporated, a I liaritia corporalieh :the
•rr.mer-.11:o:appli:d to Ow(:,■11 ier _our* I leahlt Facilities Authorhy:the" iNsue
of: prn ute zed.ity r nL i the itUtial aggrev:I:e principal amount o not k■...xcecd
the 1.4 he rritwipat riurp‘•:c.l'f iinc , loan :he 41 the
thz pr,..eeedi -Niue:: ;.'i:d the ilorrower t. ret:nbutse itsel:'
.-ndizures incurred in ecutici:::ctri %%hit the continuina care facilit: owned:Ind ore- ::d by the
e.nd al I 20'..11.orr.;,s I'. Drive.Nzriles.Florida I'h.: l , ic.i anti inv cost,
Bonds.
Wi ;he .Pro*ecl.. d:scfihed in.;!4:arTI:cal Lensist, N'IM 4,2.14i
.ii'. se.: in two 5 41.ot in:A:ha:as on tlic VilittrUS 1114: and
W;II 13.:ri.Ave, ;las r.:titx,te,.!that Aulbortq ,oart the rweeeds Bonds
the 3orrovver pursuant to tier ;54, P....tn Ut, I'lorie:a Statutes, or such t.ther 7ro‘:sion or
ins •f Florida law .ib !he •luth,$r:-. ma■ detennine advisable :the -Ae..."1 in .-rder Le.
....:c,.41t..ritsti:he t',,r0:::;•..n,;rurpc-se,.:and
i IFIZF.AS". he the tl-.: loantr.; the :..1 tite
1,• costs the l'rcec: :..n.der loan tqrcernents o71-.cr
th.:terns thcrert ;.rov.:de that ruyttrAirs thereu.:41e: b :t:!east •ufftelent
7tr.cipal and Interest aro...I rejcin;+lion;trent:tun.if:my.Am such Ponds and icii other
• ■•• th.e.r...r,::h !hay he nic.:riaa k the Aohorn■ the II, t: CI anal
••:. tie put '. '
II:Rt.AS.in-filer satis!'y rzqtzentettts Sectie.11 CI Intern.t!
ionb..Ls;Intended te :he.‘uthor:::. vn the slate:lereof hoid
t1,?
..1 thz in',posed is snance of the Hon.', (or ir.:.rnoses hemin st.;:cd. which da:.: is mole
: ; s ierr rtibi:e:n:.,n ••:' ,I;" 11;4 ;n a hew•;;larar
t.. hearine ‘Aa$ c....n ;c:ed in a nt. 711at
1.'.1!••• !or dttizrinl:vi ..to,'.7:
EXHIBIT A
TO COUNTY RESOLUTION •
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:c rt:ut_.1m the issuanize of the Bonds and the location and nature of die Project.as more pattic'ularly
ibvJ in the notice of Uhiie:tearing attached hereto as Exhibit A:and
N
.F.REAS. it is intended that-this Resolution shall constitute official action toward the
i cuar.;e,ii the Bonds within the meaning of the applicable United SURES Treasury Regulations in
: tditirn to any other action that may have heretofore been taken by the Borrower
NOW. THEREFORE. BF. IT RESOLVED BY THE COLLIER COUNTY H1:AL'Tf4
F; dfl. I(S A[:THORITY.THAT:
SECTION I. A[:'fi lORfh' FOR THIS RESOLUTION. This Resolution is adopted
Durst:sr.t u►the provisions of the Act and other applicsbk provisions of law.
SF.C'fON 2. PRELIMINARY STATEMENT. This Resolution is entered into to permit
the 13o:rower to proceed with the financing of the costs ofthc Project and to provide an expression
of•intention In the Authority,prior to the issuance of the Bonds,to issue and sell the Bonds and
►n4ke the proceeds thereof available fix such purposes.all in aocordwme with and subject to the
pnwisit•:ts or the Act.the Constitution and other laws of the State of Florida and the laws of thc
:ttitej States of America.including the Code.and this Resolution.but subject in all respects to the
ti.:sits of the Preliminary Agreement for the Issuance of Revenue Bonds of even date herewith
i'et,tieu the Authority and the[harrower(the"Preliminary Agreement"). The Chairman is hereby
;teat.irized to execute the Preliminary Agreement on behalf of the Authority.
si'C I N:. APPROVAL OTTiit:T1NA1`Cfl G.The financing ofthe costs ofthe Project
the Authority my through the issuanCe of the Bonds.pursuant to the Act.will promote the health and
citare of the c•itiwens t'f Collier County.will promote the general economic structure of Collier
.tnd cc i it thereby sue a tlx:public purposes of the Act and is hereby preliminarily appsvva7,
:th';•ct.however.in al;respects to the 73orruwar meeting the conditions set forth in the Preliminary
:1_rccutcift to the wtc atisI tctit'n eat the Authorial
ti'~:c'11()N 4. .tL:Tll0R1ZATlON UP 11IE BONDS. There is hereby authorized to be •
rated and the.tuthority hereby deternines to issue the Bonds,if so requested by the Borrower and
subject in nil respects 10 the conditions set forth is the Preliminary Agreement.in an aggregate
principal amount not to exceed 530,000.000 for the principal purpose of financing the costs of the
?r. feet. fits rate+,ir interest payable on the Bonds shall not exceed the Maximum ratepermittef by
SL•C'TIOts j. GENERAL:t:LTI-IORlZA110N. The Chairman and the Vicc-Chairman an
lt.re1i farther authorized to proceed. upon execution of the Preliminary Agreement, with the
uiitl,rtal.inrx pnnvi led for therein on the pan ef the Autborityandare further authorized to take such
%tepi anti actions as i?7!t be required or necessary in order to CatrSC the Authority to issue the Bondi
>::b.i:ct.to al!r;sneets to;Ile:eta:is and conditions set Merit in the Preliminary A[treement authorized
til c'f IQ\':,. OH.iC•1.•tL ACTION.lON. This resolution is an official action cif the Authority
iS�uJfe:%I the Itt'na:t.aseanlentplated in the Preliminary Agreement.in accurdanre,+•ith
II: :∎fro`see of the :au s ,•t' the State of Florida
I,e s:.attetn. and the applicable United States Treasury
1
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Si•:t•fluty 7. LIMITED OBLIGATIONS. The Bends and the interest ta;rc..+r. :hail rknt
liVliti :In :rtdehtettnc�i er sledge of du: _'metal credit.ir taxing plower a 1,..unt►, the
".Lt or any I t itticui subdivision or.it:enc therecte hut shall be pa)ahie t=0:11 the
.c%t:::ll:1 rtt;tyed therefor pursuant to a.lt+an agreement or other financing agree:r.•nt .:]! CCt i:itt'
.'3r' n the •t.uihtri:"and the Iltrrnwer prior h]sir contemporaneously with the iic;:111:; of the
i?.■1L- I:1i .\uthorit•. ha.ni'taNinU power.
'Ia.'TIt)tc 8. I,J\SIT[iI)APPRU\'At.. T'hc approval given herein.h:::! r..t t•:construed
as.lit uupr.:s ii or endorsement offapproval°f an;necessary rezoning applications net(or an other
re ulatory^ennit5 relating t.::he Pmjeo anti the Authurn shall not be coustnx.-d t•t ii...,xrn of its
adoption of this resolution to have wah d any right of Collier County or estuppine t;;tdiier Cowin
asserting any rights or responsibilities it may have in that regard.
SLC'i h.)N IiF HC'1'IV1:0:171:. 'ibis Resolution shall take esfeet iunmcaiatcit.
:\l)t)J1 IlfU this !,t..L■ .!1'June._IJI):.
COl.l.I:£R CO I NTY ..n I F..CUI.ITIF.S
.11"THURI FY
•
/A. ( -/.%)
.-,
Chairman `—
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LX!1113f1 A TO RESOLUTION
All*IDA vrr OF PUBLICATION OF
NOTICE OF PUBLIC HEARING
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Naples Dail:- News
Naples, FL 14:ra
Affidavit of ubi._aticn
Naples Daily News
PIC?;WCRTH, DONALD P.A.
5150 TAKIF.MI TAL F 45:2 -
NAPLES FL 34103
NEFESErME: 0101e4
59044772 N T:CL cur PU*LIG REA -. -
State cf Florida " �` G r►
Chanty of Collier
before the undersigned authority. personally
appeared R. Lamb, who cn oath says that ate serves �=-
as Assistant Corporete Secretary of the Naples •Daily News, a daily newspaper published at rap3ez.
in Collier County, Florida: that the attache - 4-
copy of advertising.wan published In said , �.�, :Pm _
newspaper on dates isted. :t,< :
A_-iant further says that the said Naples Daily
News is a newapapsr published at Naptea in said �
— ` ' °
Collier County, Florida, and that the said '—-
newspaper hem heretofore been eoatnuousl- 7i
published in said Collier County, Florida. eaci:
as}� and has been entered as second class :ail '.
:na:her at the post office in Naples. in said •
Collier County, Florida, fOr a period of : year —
zext preceding the firs_ publication of th ,. ,
attached copy of advertisement' and eff:ar.=` 3 ..' .. ...4.
further says that she has neither paid :for
pr.mined any person. firm or corporation any
cis_cur.t, rebate. commission or refund for the ?�. J�r im -
purpose of eecur:na this advertisement for ° —' {
p• boson in the said newspaper. - _ t. ,.
PUBLISHED
ON 05:15 +.,-_•••a :• •:'e...w a
•
05:1d!0e �-�
scow
—.• .
Signature of Artistic • le mma , ,.-+ - 1el• ow
,^AC7iaorn to and Subscribe d before me this day of rr)N1.11... :OF
Ferecnaily known by me
•
•
EXHIBIT A
TO AUTHORITY RESOLUTION
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RESOLUTION N0.2006- 65
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY,FLORIDAAPPROVING THE ISSUANCE AND SALE
OF HEALTH FACILITY REVENUE BONDS BY THE COLLIER COUNTY
HEALTH FACILITIES AUTHORITY,AS REQUIRED BY SECTION 147(1)
OFTEE INTERNAL REVENUE COMAS AMENDED;PROVIDING THAT
THE BONDS SHALL NOT BE A DEBT OR OBLIGATION OF COLLIER
COUNTY, SHALL NOT CONSTITUTE A PLEDGE OF TAXES OR ANY
OTHER REVENUES OF THE COUNTY; PROVIDING THAT THE
PROJECT TO BE FINANCES SHALL BE SUBJECT TO ALL
REGULATIONS OF COLLIER COUNTY; PROVIDING FOR OTHER
RELATED MATTERS,AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Collier County Health Facilities Authority(the 'Authority")is a body
corporate and politic of Collier County,Florida created by Collier County Ordinance No.79-95 duly
adopted by the Board of County Commissioners on November 20, 1979 pursuant to Part III of
Chapter 154,Florida Statutes,as amended,(the'Ace)with the power to issue revenue bonds for the
purposes of financing a'project'as defused in the Act;and
WHEREAS,The Moorings,Incorporated,a Florida not For profit corporation.with certain
facilities located within the boundaries of Collier County,Florida(the'Borrower')has requested the
Authority to issue its revenue bonds as described below for the benefit of the Borrower and to loan
all or a portion of the proceeds thereof to the Borrower for the purposes set forth herein;and
WHEREAS,the Authority caused 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 February 10,2008,in
the Naples Daily News a newspaper ofgeneral circulation in the County,and*copy of said notice is
attached as Exhibit A to the Authority Resolution u described below(the'Notice');and
WHEREAS,on February 10,2008 a public hearing wan held by the Authority with regard to
the issuance of the Authority's Health Facility Revenue Bonds(The Moorings,Incorporated Project)
Series 2008 in an aggregate principal amount not to exceed S40,000,000,at the conclusion of which
hearing the Authority adopted the Resolution attached as Exhibit A(the*Authority Resolution");and
WHEREAS,the proceeds of the Bonds will be used by the Authority to make a loan to
Borrower to finance(including reimbursement to the Borrower of previously incurred expenses in
connection with)the cost of acquisition,construction and equipping of Melthcare facilities located at
120 Moorings Park Drive,Naples.Florida,within Collier County.Florida and to pay the costs of
issuance of the Bonds(all of the property financed with proceeds of the Bonds being owned and
operated by the Borrower);and
WHEREAS,the Bonds will not be an obligation of the County,and will be payable solely
from funds of the Borrower,and
WHEREAS,pursuant to the requirements of the Internal Revenue Code of 1986,as amended
(the"Code"),as a prerequisite to the issuance of the Bonds,it is necessary that the Board of Cotmty
Commissioners of Collier County,Florida approve the issuance thereofafter said public bearing;and
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WHEREAS, the Board of County Commissioners desires to evidence approval of the
issuance of the Bonds solely 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. The Baud of County Commissioners hereby approves the issuance of the
Bonds solely for purposes of Section 147(1)of the Code.
Section 2. The Bonds shall not constitute a debt,liability or obligation of Collier County,
Florida,its Board of County Commissioners,or any officers,agents or employees thereof,or of the
State of Florida or any political subdivision thereof,including the City of Naples,but shall be
payable solely from the revenues provided therefor,and neither the faith and credit nor any taxing
power of Collier County,Florida,the State of Florida or any political subdivision thereof is pledged
to payment of the principal of,premrium,.if any,and interest on the Bonds. No member of the Board
of County Commissioners of Collier County,Florida or any officer,agent or employee thereof shall
be liable personally on the Bonds by reason of their Issuance.
Section 3. This approval shall in no way be deemed to abrogate any regulations of Collier
County,Florida,and any and all projects contemplated lobs financed withthc Bonds shall be subject
to all such regulations,including,but not limited to,the Collier County Growth Management Plan,
all concurrency requirements contained therein,the Collier County Land Development Code:,and all
applicable impact fee regulations to the extent that any such regulations are applicable to any
properties or projects located within the City of Naples,Florida.
Section 4. If any Section,paragraph,clause or provision ofthis 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 expuasly hereby found and declared that the remainder of this Resolution
would have been adopted despite the invalidity or ineffectiveness ofsuch Section,paragraph,clause
or provision.
Section 5. This Resolution shall take effect immediately upon its adoption.
PASSED and adopted this 11th day of March,2008.
•
ATTEST: COLLIER COUNTY,FLORIDA BY
Dwight E.Brock,Clerk ITS BOARD F CO COMMISSIONERS
By:
4"--til
stte ,epuity�lerk,.' Torn Henn g,Chaff
$is 1a um 41 .. :army of COLLIER ,
A.. . suflicieocy. i HEREBY CERT f THAT this is iii upl
--..1111111/1 of a,oat':=1rni on file m
■#�Ja'AJ 1 :cured itu.:t n:.k.. 3 of con'.'o�ou+na
ti,.ii{i',nYli
Jeffrey tzko Chief Assistant County �;.. .r ,rt./ 114 .:.,.t Mi':u:;tt -a.
awn E.BROLI1 ,c `OF cowl
Op egrawolesim
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RESOLUTION NO.2008-01
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY HEALTH FACILITIES AUTHORITY REGARDING
THE OFFICIAL ACTION OF THE AUTHORITY WITH
RESPECT TO THE PROPOSED ISSUANCE BY THE,
AUTHORITY OF ITS HEALTH FACILITY REVENUE
BONDS (THE MOORINGS, INCORPORATED PROJECT)
SERIES 2008 IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $40,000,000 FOR THE PRINCIPAL
PURPOSE OF REIMBURSING THE MOORINGS,
INCORPORATED(THE"BORROWER")FOR,AND PAYING
THE COSTS OF, ACQUISITION, CONSTRUCTION,
EQUIPPING AND IMPROVING THE CONTINUING CARE
FACILITY OWNED AND OPERATED BY THE BORROWER
AND LO CATER AT 120 MOORINGS PARK DRIVE,NAPLES,
FLORIDA; PROVIDING AN EFFECTIVE DATE AND
PROVIDING FOR RELATED MATTERS.
WHEREAS, The Moorings, Incorporated, a Florida not-for-profit corporation (the
"Borrower")has applied to the Collier County Health Facilities Authority(the"Authority")to issue
a series of its private activity revenue bonds in the initial aggregate principal amount of not to exceed
5411,000,000(the "Bonds")for the principal purpose of financing a loan by the Authority to the
Borrower the proceeds of which will be used by the Borrower to reimburse itself and pay the costs
of acquiring,constructing,equipping and improving the continuing care facility owned and operated
by the Borrower and located at 120 Moorings Park Drive,Naples,Florida(the"Project")and paying
costs associated with the issuance of the Bonds;and
WHEREAS,the"Project,"as described in the application consists ofthe following;29 living
units housed in three new buildings under coustmcdon on the existing campus of the Borrower;and
WHEREAS,the Borrower has requested that the Authority loan the proceeds of the Bonds
to the Borrower pursuant to Chapter 154,Part 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
Borrower to finance 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.Ifany,on such Bonds and such other
costs in connection therewith as may be incurred by the Authority,will assist the Borrower and
promote the public purposes provided in the Act;and
WHEREAS,in order to satisfy certain of the requirements of Section 147(1)of the Internal
Revenue Code of 1986,as amended(the"Code"),the Authority did on the data 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 beard,both orally and in
EXHIBIT A
TO COUNTY RESOLUTION
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writing,on the issuance of the Bonds and the location and nature of the Project,as more particularly
described in the notice of public heating stead hetet°as Exhibit A;and
WHEREAS,it is intended that this Resolution shall constitute official action toward the
issuance of the Bonds within the moaning of the applicable United Stares Treasury Regulations In
addition to any other action that may have heretofore been taken by the Borrower;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY HEALTH
FACILITIES AUTHORITY,THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. Resolution is adopted
pursuant to the provisions of the Act and other applicable provisions of
SECTION 2, PRELIMINARY STATEMENT. This Resolution is catered into to permit
the Borrower to proceed with the financing of the costs of the Project and to provide an expression
of intention by the Authority,prior to the isstemee of the Bonds,to issue and sell the Bonds and
make the proceeds thereof available for such purposes,di 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.
SECTION 3. APPROVAL OF THE FINANCING.The financing of the coats of the Project
by the Authority through the issuance of the Bonds,pursuant to the Act,will promote the health and
welfare of the citizens of Collier County,will promote the general economic etructure of Collier
County,and will thereby serve the public purposes of the Act and is hereby approved.
SECTION 4. AUTHORIZATION OF THE BONDS. There is hereby authorized to be
issued and the Authority hereby determines to issue the Bonds,trim requested by the Borrower,in
an aggregate principal amount not to exceed S40,000,000 the cads shall not iipal purpose of flnlncinz rate
costs of the Project The rate of Interest payable on
permitted by law.
SECTIONS. GENERAL AUTHORIZATION.The Chairman and the Vice-Chairman are
hereby further authorized to take such steps and actions as may be required or necessary in order to
cause the Authority to issue the Bonds.
SECTION 6. OFFICIAL ACTION. This resolution is en official the of action State the Authority
toward the issuance of the Bonds,in accordance with the purposes t the laws of
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,
State of Florida or any political subdivision or agency thereof but shalt be payable solely from the
revenues pledged therefor pursuant to a loan agreement or other financing agreement entered into
between the Authority and the Borrower 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 mooing applications nor for any other
regulatory permits relating to the Project and the Authority shall not be construed by reason of its
2
•
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adoption of this resolution to hays waived any right of Collier County or to have estoppel Collier
County from asserting any rights or responsibilities it may bave in that regard.
SECTION 9. EFFECTIVE DATE. This Resolution shall take efCct immediately.
ADOPTED this 25th day of February,20011.
x,04_R• re,.
COLLIER COUNTY HEALTH FACILITIES
r 4 � AUTHORITY
SfiR
t—• • „ /, _ '-"1•7467rAirser
ATTEST: 4
./ l /f /
3
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mm
NAPLES DAILY NEWS
Published Deily ,
Naptos.FL 34102 I ,k,; , i' .,raw,', ,......—..f. .
Affidavit of Publication .2, ijt r=. x a: ,,y�
State of Florida
County of Collier ,.. Ri'''g
Before the undersigned they were u the authority,personally S""� .%.- t �-���r
appeared L j,�, who are oath says that they
serve y the Atli eat Cowrie CS in of the Nolte Daily,
Collier Gorily. .•L' per-4 rt Y3 • a•
A daily newspaper +d ry ))I
Florida; distributed in Cotllor and[.se counties of Florida;that rave
the attached copy of the 'dye:rasing,bang e - � � ��2- .. rah
i'SIo I NOT _, �, a i
in the mutter d PUBLIC NOTICE F .:-`:,---z-,:-',' ° r.- "" .a.
Wag published is paid eewspspu I time In the Issue *. . :,`
Q1]l brawry 1fJ"{,x0os ' „�> N,, ,"d '; w:ets Aaron.
Mot Draw{Nisanths add NON Daly NowaIsarrr4apr 14 , a ,,- " ,`;lag
robli.bed.tldaPMs.to adna �Mattaand*elks odd
{.wospapar Ma Immolate boo voldishal IoldCelMr i',7, ° P
TH
County, Florida;dirrlhmad hi Cslltr aid Lot coma ernwids. 1, , i [ r
earl{day and has beaaaared as wood oMa malt altar at dos .1,','F 1. a ,
to M to odd CdIIWG Y.P1w10a,ter•pried or I ;1 ..'t .1;:{, r,
auks Mosley,
year •*I preceding Ur and pabliatM,orItts*Bachad aay or w 1t1 �i5 ,�,i• ,-,:.r.:y-a ' ,�', '
punm d a all .fiat Willa or va7.ldat ray 4npeWWe. ; '.)_i4''-'7-.'1 .y......�:1..._. i_
■ 7., -,Y .,ail
ootood d as lea Gina a rw arson y ,•-, ∎„I..:,T._ 1- , .•
mwaorodwsarnemdhrlMpN paa.faoarotlh4NvatfaNlMallhr ' 4V-h r1,. .�.
paat%uiiat in 1M rW ne+ay.p'R. 1 ' t..• • 'c
:!gill •-• i- 4T1 r—__....1••••-•alik
Sworn to and subscribed before me 4. T . •. 'u w.
--i..a,.Tr•..N.y rail►
(StbmaW te of osr p ia) ..,f�. .... .� ,..•i' eitair !"Ras
•/7 Comm'JwI•�ailnDO Yl N lj.A-•3.t..(Y•c'.,.r..i...,Atli • ';.rl`I rS
•
PEt SiI-2578327 ',• tea"
•
o HIaRT A
TO AUTHORITY RESOLUTION
•
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RESOLUTION NO.2010.23 4
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY,FLORIDA APPROVING THE ISSUANCE AND SALE OF
HEALTH FACILITY REVENUE BONDS BY THE COLLIER COUNTY HEALTH
FACILITIES 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 Health Facilities Authority(the Authority)is a body corporate and
politic of Collier County, Florida created by Collier County Ordinance No. 79-95 duly adopted of County pursuant l
uaty Cohamissiahers(the"Board")on November 20,1979 tursrtant to Part III of Chapter 154,
Florida Statutes,as amended,(the Act)with the power to issue revenue bonds for the proposes of financing
a project as defined in the Act;and
WHEREAS, The Moorings, Incorporated, a Florida not for profit corporation, with certain
facilities located within the boundaries of Collier County, Florida (the Borrower) has requested the
Authority to issue its revenue bonds as described below for the benefit of the Borrower and to loan all or a
portion of the proceeds thereof to the Borrower for the purposes set forth herein;and
WHEREAS,the Authority caused notice of apublic hearing to consider approval ofthe Bonds and
the location and nature of the project to be published on or before November 15,2010,in the Naples Daily
News a newspaper of general circulation in the County,and a copy of said notice is attached as Exhibit Ato
the Authority Resolution as described below(the Notice);and
WHEREAS,on December 1,2010 a public hearing was held by the Authority with regard to the
issuance of the Authority's Health Facility Revenue Bonds The Moorings,Incorporated Project)Series
2010 in an aggregate principal amount not to exceed$30,000,000,at the conclusion of which hearing the
Authority adopted the Resolution attached as Exhibit A(the Authority Resolution);and
WHEREAS,the proceeds of the Bonds will be used by theAuthority to make a loan to Borrower to
finance the cost of acquisition,construction and equipping of healthcare facilities located at 120 Moorings
Park Drive,Naples,Florida,within Collier County,Florida and to pay the costs of issuance of the Bonds
(all of the property financed with proceeds of the Bonds being owned and operated by the Borrower);and
WHEREAS,the Bonds will not be an obligation of the County,and will be payable solely from
funds of the Borrower;and
WHEREAS,pursuant to the requirements ofthe Internal Revenue Code of 1986,as amended(the
"Code"), as a prerequisite to the issuance of the Bonds, it is necessary that the Board of County
Commissioners of Collier County,Florida approve the issuance thereof after said public hearing;and
WHEREAS,the Board of County Commissioners desires to evidence approval of the issuance of
the Bonds solely 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 Booms. 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.
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The Bonds shall be issued in such series,in such aggregate principal amount(not to exceed$30
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 therefore,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 or aspects of the Project 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 Flan 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,or as applicable,the
corresponding requirements of the City of Naples Comprehensive Plan and land development
regulations.
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.
ATTEST;►' COLLIER COUNTY,FLORIDA BY
Dw#gltr E..Brock;Clerk ITS BOARD OF COUNTY
COMMISSIONERS •
t t. t I r iy f. ..' i :'
AttIMIX444iCIOrkitS4A t Fred W.Coyle,Chairman
r I gaaturs',eel 'c
Ap' • -' as toAin al legal sufficiency-
• L-1
Je I A.Klatzkow,County Attorney
2
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RESOLUTION NO.2010-03
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY HEALTH FACILITIES AUTHORITY REGARDING
THE OFFICIAL ACTION OF THE AUTHORITY WITH
RESPECT TO THE PROPOSED ISSUANCE BY THE
AUTHORITY OF ITS HEALTH FACILITY REVENUE BOND
(THE MOORINGS,INCORPORATED PROJECT)SERIES 2010
IN A PRINCIPAL AMOUNT NOT TO EXCEED $30,000,000
FOR THE PRINCIPAL PURPOSE OF MAKING A LOAN TO
THE MOORINGS,INCORPORATED(THE"BORROWER")TO
PAY CERTAIN COSTS INCURRED IN CONNECTION WITH
THE CONTINUING CARE FACILITY OWNED AND
OPERATED BY THE BORROWER AND LOCATED AT 120
MOORINGS PARK DRIVE, NAPLES, FLORIDA;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
PRELIMINARY AGREEMENT BETWEEN THE AUTHORITY
AND THE BORROWER; AND PROVIDING FOR RELATED
MATTERS.
WHEREAS, The Moorings, Incorporated, a Florida corporation not-for-profit (the
"Borrower")has applied to the Collier County Health Facilities Authority (the "Authority") to
issue a series of its private activity revenue bonds in the principal amount of not to exceed
S30,000,000(the "Bond") for the principal purpose of financing a loan by the Authority to the
Borrower the proceeds of which will be used by the Borrower to pay capital expenditures
incurred in connection with the continuing care facility owned and operated by the Borrower and
located at 120 Moorings Park Drive, Naples, Florida and the refunding of certain outstanding
bonds (the"Project")and paying costs associated with the issuance of the Bond;and
WHEREAS,the"Project,"as described in the application consists of the following:
"The project consists of 29 independent living units to be housed in three
buildings on the south end of the existing Moorings Park Campus. The project
will also include a new dining venue beneath one of the independent living
buildings as well as an adjacent two story parking garage with a third floor
multipurpose facility on a third floor above the parking garage.This multipurpose
facility may house physician's services, spa and beauty shop services,
classrooms/lecture halls and fitness and rehab services. The total project will
consist of approximately 85,000 square feet of living space and 7,000 square feet
of space for the new dining venue. The parking area will consist of
approximately 60,000 square feet with an additional 30,000 square feet of space
for the multipurpose facility."
and;
WHEREAS, the Borrower has requested that the Authority loan the proceeds of the
Bond to the Borrower pursuant to Chapter 154,Part 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 Bond and the loaning of the proceeds thereof to the
Borrower to final,. the evttte of the Pmiect under loan agreements or other financing
EXHIBIT A TO BCC RESOLUTION
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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 Bond
and such other costs in connection therewith as may be incurred by the Authority,will assist the
Borrower 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 Bond 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 Bond 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 Bond within the meaning of the applicable United States Treasury Regulations in
addition to any other action that may have heretofore been taken by the Borrower,
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY HEALTH
FACILITIES 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 Borrower to proceed with the financing of the costs of the Project and to provide an
expression of intention by the Authority, prior to the issuance of the Bond, to issue and sell the
Bond 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 the Preliminary Agreement for the Issuance of Revenue Bonds of
even date herewith between the Authority and the Borrower(the"Preliminary oAgreement").uthority.
Chairman is hereby authorized to execute the Preliminary Agreement on behalf
SECTION 3. APPROVAL OF THE FINANCING. The financing of the costs of the
Project by the Authority through the issuance of the Bond,pursuant to the Act,will promote the
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 Borrower meeting the conditions
set forth in the Preliminary Agreement to the sole satisfaction of the Authority.
SECTION 4. AUTHORIZATION OF THE BOND. There is hereby authorized to be
issued and the Authority hereby determines to issue the Bond, if so requested by the Borrower
and subject in all respects to the conditions set forth in the Preliminary Agreement, in an
aggregate principal amount not to exceed $30,000,000rincipal purpose of financing the costs of
the Project. The rate of interest payable on the Bond shall not exceed the maximum rate
permitted by law.
SECTION S. GENERAL AUTHORIZATION. The Chairman and the Vice-Chairman
are hereby further authorized to proceed,upon execution of the Preliminary Agreement,with the
2
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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 Bond 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 Bond,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 7. LIMITED OBLIGATIONS. The Bond 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 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 Borrower 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 Project and the Authority shall l n County (or the construed by reason
of its adoption of this resolution to have waived any right
Naples, as applicable) or to have estopped Collier County or the City of Naples from asserting
any rights or responsibilities they may have in that regard.
SECTION 9. EFFECTIVE DATE. This Resolution shall take effect immediately.
ADOPTED this 1st day of December,2010.
••(Seal)
Attest: COWER COUNTY HEALTH
FACILITIES AUTHORITY
// iSGd
S-- ,y. Chairman
3
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Naples Daily News
Naples, FL 34110
Affidavit of Publication
Naples Daily News
PICKNORTH, DONALD P.A.
52.50 TAMIAMI TRL N #502
NAPLES FL 34103
Mes+w oY Mw►..n.s,wo.uws wr•+�
REFERENCE: 010784 DONALD A. PICKWOR � s� c �,rwarme
59634503 NOTICE OF SPECIAL S ,^�r�r._` r NM WiabarMati
MAJrib.Wes.r1 a"�rwa ' ls.r�
State of Florida "'t
Counties of Collier and Lee do. •�•+ «.r.'��r
Before the undersigned authority, parso :0„. � tnArm
appeared Kim PAccouny, who on oath says t ...+w �w� ., .,,+ '.."rC��r�.a i�i
Manager, of the .,, _ _II serves as the Accounting ;�,.nl►'f�r
Daily News, a daily newspaper published i e. we �iii.� m sell' m gm
in Collier County. Florida: distributed i .rr�....+':� w '”
and Lee counties of Florida; hesaid NT. '1LIUNIWZ :r �
copy of advertising was pu �� +
newspaper on dates listed. ,wM.M.�•:rd«.wi.�a•�rrr..w.+rr�•
Affiant further says that the said Nepl ar comer
newspaper published at Naples, � ,.,�
AB •News is a unty, Florida,p
Collier County. F and that the sal am i„ ww+.s " '.} ~II me
newspaper has heretofore been continuous) ` "w 1� `���
day and has been entered as second class s ... ..'r �"w"""*
matter at the post office in Naples. ,� �....„ gra
Collier County, Florida, for a period of m.,. `t_ , , , , M
next preceding the first publication of t +� *► �,�:
of advertisements and aftia al:
attached copy NM IM..'�r
Ihe further says that he has neither paid N,.+ r"'.,..'erM��..,,,.,�ir
promised any person, firm or corporation rivi oom 0 • 0 • R =Q•discount, rebate, commission or refund fox """""""'
this advertisement fax r"'r ,,r,c.,r.r. .•••••+�•••+w
publics of securing ' ~'" sr � ribw rM,r " '""'o�'!"t
publication in the said newspaper.
�,,..��,r,.ww�.r�r w....................pd.d
PUBLISHED ON: 11/1S ,.11t•.rW.�+ '�16'�"zn+n�►
AD SPACE: 9i/LINE0
FILED ONs
Signature of Affiant sr 20
Sworn to and Subscribed before me this nab_ day of sr
Personally known by me ,. V
?ets l x►W,� ►C•E 5„u a on 6 r
i r
} /; ►W Comm eToaa hilt 2013 ►
Coe:mna.ion a ,o 1B1231 •
EXHIBIT A TO
AUTHORITY RESOLUTION
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RESOLUTION NO. 2015-
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY,FLORIDAAPPROVING THE ISSUANCE AND
SALE OF HEALTH FACILITY REVENUE BONDS BY THE COLLIER
COUNTY HEALTH FACILITIES AUTHORITY, AS REQUIRED BY
SECTION 1470 OF THE INTERNAL REVENUE CODE, AS
AMENDED; PROVIDING FOR OTHER RELATED MATTERS, AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS,the Collier County Health Facilities Authority(the"Authority")is a
body corporate and politic of Collier County, Florida created by Collier County
Ordinance No. 79-95 duly adopted by the Board of County Commissioners(the"Board")
on November 20, 1979 pursuant to Part III of Chapter 154, Florida Statutes, as
amended, (the "Act") with the power to issue revenue bonds for the purposes of
financing a"project" as defined in the Act; and
WHEREAS, The Moorings, Incorporated, a Florida not for profit corporation,
with certain facilities located within the boundaries of Collier County, Florida (the
'Borrower")has requested the Authority to issue its revenue bonds as described below
for the benefit of the Borrower and to loan all or a portion of the proceeds thereof to the
Borrower for the purposes set forth herein; and
WHEREAS,the Authority caused 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
February 5,2015,in the Naples Daily News a newspaper of general circulation in the
County, and a copy of said notice is attached as Exhibit A to the Authority Resolution
as described below (the "Notice"); and
WHEREAS, on February 23, 2015 a public hearing was held by the Authority
with regard to the issuance of the Authority's Health Facility Revenue Bonds as,more
particularly described in the Authority Resolution in an aggregate principal amount
not to exceed$150,000,000, at the conclusion of which hearing the Authority adopted
the Resolution attached hereto as Exhibit A(the "Authority Resolution"); and
WHEREAS, the proceeds of the Bonds will be used by the Authority make a loan
to Borrower to refund the Refunding Bonds as described in the Authority Resolution
and finance the cost of acquisition, construction and equipping of the 2015 Project as
described in the Authority Resolution,and to pay the costs of issuance of the Bonds(all
of the property financed with proceeds of the Bonds being owned and operated by the
Borrower); and
WHEREAS, the Bonds will not be an obligation of the County, and will be
payable solely from funds of the Borrower; and
1
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WHEREAS,pursuant to the requirements of the Internal Revenue Code of 1986,
as amended(the"Code"),as a prerequisite to the issuance of the Bonds,it is necessary
that the Board of County Commissioners of Collier County, Florida approve the
issuance thereof after said public hearing; and
WHEREAS,the Board of County Commissioners desires to evidence approval of
the issuance of the Bonds solely 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(0 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 or aspects of the 2015 Project within the regulatory
jurisdiction of Collier County, nor shall it abrogate any regulations of the City of
Naples for any portions of the 2015 Project, if any, or any other facilities owned or
operated by the Borrower 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,
or, as applicable, the corresponding requirements of the City of Naples
Comprehensive Plan and land development regulations.
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.
2
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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 March, 2015.
ATTEST:ST: COLLIER COUNTY, FLORIDA BY
Dwight E.Brock, Clerk ITS BOARD OF COUNTY
COMMISSIONERS
By:
Deputy Clerk Tim Nance, Chairman
[SEAL]
Approved as to form and legal sufficiency:
Jeffrey A. Klatzkow, County Attorney
3
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RESOLUTION NO.2015-0t
A RESOLUTION OF THE COLLIER COUNTY HEALTH
FACILITIES AUTHORITY REGARDING THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS HEALTH FACILITY
REVENUE BONDS (THE MOORINGS, INCORPORATED
PROJECT) SERIES 2015 IN ONE OR MORE SUBSERIES IN A
PRINCIPAL AMOUNT NOT TO EXCEED $150,000,000 FOR
THE PRINCIPAL PURPOSES OF MAKING A LOAN TO THE
MOORINGS,INCORPORATED(THE"BORROWER")TO PAY
CERTAIN COSTS INCURRED IN CONNECTION WITH THE
CONTINUING CARE FACILITIES TO BE OWNED AND
OPERATED BY THE BORROWER AND/OR TO REFINANCE
ALL OR A PORTION OF THE AUTHORITY'S HEALTH
FACILITY REVENUE BONDS (THE MOORINGS,
INCORPORATED PROJECT) SERIES 2000, 2005, 2008 AND
2010;AUTHORIZING THE EXECUTION AND DELIVERY OF
A PRELIMINARY AGREEMENT BETWEEN THE
AUTHORITY AND THE BORROWER;AND PROVIDING FOR
RELATED MATTERS.
•
WHEREAS, The Moorings, Incorporated, a Florida corporation not-for-profit (the
"Borrower") has applied to the Collier County Health Facilities Authority (the "Authority") to
issue one or more series of its revenue bonds in the principal amount of not to exceed
$150,000,000(the "Bonds") for the principal purpose of financing a loan by the Authority to the
Borrower the proceeds of which will be used by the Borrower to(1)acquire, construct and equip,
and reimburse itself for capital expenditures incurred in connection with,the existing continuing
care facilities owned and operated by the Borrower and located at 120 Moorings Park Drive,
Naples, Florida and/or new continuing care facilities to be owned and operated by the Borrower
and located on approximately 15.6 acres of land located at the northwest corner of Golden Gate
Parkway and Airport Pulling Road,Naples, Florida (collectively, the "2015 Project") and/or(ii)
refinance all or a portion of the Authority's Health Facility Revenue Bonds (The Moorings,
Incorporated Project), Series 2000, Series 2005, Series 2008 and Series 2010 (the "Refunded
Bonds"),the proceeds of which were used by the Borrower to acquire, construct,reimburse itself
for and refinance capital expenditures incurred in connection with the continuing care facilities
owned and operated by the Borrower and located at 120 Moorings Park Drive,Naples,Florida and
(iii)pay costs associated with the issuance of the Bonds;and
WHEREAS,the Borrower has requested that the Authority loan the proceeds of the Bonds
to the Borrower pursuant to Chapter 154, Part III, and Chapter 159, Part II, 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
Borrower to finance the costs of the 2015 Project and refinance the Refunded Bonds under loan
agreements or other financing agreements, the terms of 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 Borrower and promote the public purposes provided in the Act;and
EXHIBIT A
TO
COUNTY RESOLUTION
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WHEREAS,in order to satisfy certain of the requirements of Section 147(f)of the Internal
Revenue a 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 2015 Project, as more
particularly described in the notice of public hearing attached hereto as Exhibit A;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY HEALTH
FACILITIES 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 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 the Preliminary Agreement for the Issuance of Revenue Bonds of even date
herewith between the Authority and the Borrower(the"Preliminary Agreement").The Chairman,
Vice-Chairman or any other member of the Authority is hereby authorized to execute the
Preliminary Agreement on behalf of the Authority.
SECTION 1 APPROVAL OF THE FINANCING.The financing of the costs of the 2015
Project and refinancing of the Refunded Bonds by the Authority through the issuance of the
Bonds,pursuant to the Act,will promote the 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 for purposes of the Act, subject,
however, in all respects to the Borrower meeting the conditions set forth in the Preliminary
Agreement to the. sole satisfaction of the Authority. The Authority hereby requests and
recommends that the Board of County Commissioners of Collier County, Florida, as an
"applicable elected representative" of the Authority for purposes of Section 147(t) of the Code,
"approve"the issuance of the Bonds for the purposes of said Section.
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 Borrower
and subject in all respects to the conditions set forth in the Preliminary Agreement,in an aggregate
principal amount not to exceed$150,000,000 for the principal purpose of financing the costs of the
2015 Project and refinancing the Refunded Bonds.
SECTION 5, GENERAL AUTHORIZATION. The Chairman,Vice-Chairman and other
members of the Authority 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.
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SECTION 6. 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 thereof but shall be payable solely from the
revenues pledged therefor pursuant to a loan agreement or other financing the Authority and the Borrower prior to or contem g agreement the issuance once of into
Bonds.The Authority has no taxing power, poC° y with the issuance of the
SECTION 7. 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 2015 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 8. EFFEC'T'IVE DATE.This Resolution shall take effect inunediately.
ADOPTED this 23rd day of February,2015.
COLLIER COUNTY HEAL FACILITIES AUTHORITY
chairman / ° '►T eefOY
[Seal]
Attest:
. S:: _0011 l'0,t1
Secretary 4&46.14 PM M'AtAR i s n,(
3
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Naples Daily News
Naples, FL 34110
Affidavit of Publication
Naples Daily News
PICKWORTH, DONALD P.A.
5100 TAMIAMI TRL N STE 103
NAPLES FL 34103
REFERENCE: 010784 =
59764333 NOTICE OF SPECIAL AK- r
-'r yL' "' r'
State of Florida
Counties of Collier and Lee J "
Before the undersigned authority, pers•4 Y
appeared Dan McDermott, says" that he se •••
Inside Sales Supervisor, of the Naples 3).- lit„-
a daily newspaper published at Naples, i a j .,�
County, Florida: distributed in Collier "t � -17 :s t . 1
and Lee counties of Florida; that the at , s.
copy of advertising was published in sai• '`„ � '
newspaper on dates listed.
Affiant further says that the said Nap L
News is a newspaper published at Naples, [ �� + - ,
Collier County, Florida, and that the sai, .1 -
newspaper has heretofore been continuous) 4: '_
day and has been entered as second class '
w
matter at the post office in Naples, in s �. �
Collier County, Florida, for a period of 4-. f
next preceding the first publication of t
attached copy of advertisement; and affia a -
further says that he has neither paid nor , _ '-,
promised any person, firm or corporation F,. ,
discount, rebate, commission or refund fo
purpose of securing this advertisement
publication in the said newspaper.
PUBLISHED ON 02/05
AD SPACE: 134 LINE
FILED ON: 02/05/15 r
Signature of Affiant ■
juf
Sworn to and Subscribed before t s •day o WV" 12-1r--(720 /1.
Personally known by me • ‘4? Pi �� 1, l ! �( f-c
EXHIBIT A - - -
TO CAROL POUCOiu.
*torn Pula-sate 01 Rode.
AUTHORITY RESOLUTION r CW •"Ie5630
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Packet Page-1653-