Agenda 05/26/2015 Item #16K1 5/26/2015 16.K.1.
EXECUTIVE SUMMARY
Request by the Collier County Industrial Development Authority for approval of a
resolution authorizing the Authority to issue revenue bonds for a continuing care
retirement facility known as The Arlington of Naples.
OBJECTIVE:
To accomplish the necessary approvals to authorize revenue bonds (the "2015 Bonds") to be
issued by the Collier County Industrial Development Authority(the "Authority")to be loaned to
and used by The Arlington of Naples (the "Corporation"), an Illinois not-for-profit corporation
registered to do business in Florida and the owner and operator of The Arlington of Naples for
the purpose of funding additional costs of the construction of a continuing care retirement
community consisting of an estimated 159 Independent Living Units, an estimated 79 Assisted
Living Units (of which an estimated 37 will be memory support units), and estimated 44 skilled
nursing beds, along with ancillary facilities and common areas (the "Project") and also the cost
of constructing 16 additional independent living villa units (the "Phase II Project"). The facility
is currently under construction and is located on a 39 acre parcel on Lely Cultural Parkway near
the intersection with Collier Boulevard (CR 951) in the Lely Resort development. Construction
began in January, 2014, and completion is anticipated in October, 2015. An April, 2015 aerial
showing the state of construction at that time is attached.
CONSIDERATIONS:
The Arlington of Naples is a continuing care retirement community ("CCRC"), and like most
CCRC's, will offer its residents a continuum of elder care housing facilities, from independent
living, to assisted living, to skilled nursing beds. The operator of the facility will be Lutheran
Life Ministries, a large and well-established senior care provider with several similar facilities,
some of which have been in existence for over 100 years. The Arlington is a result of impetus
from a group of Lutheran congregations in the Naples/Marco area; however, the facility is open
to all, is non-sectarian, and the resident population represents a diversity of religious traditions.
Previous IDA Financing Background:
In June, 2011, the Authority issued $10.9 million in bond anticipation notes (the "BANs") to
fund pre-development costs for the project. Following approval by the Authority,the issuance of
the BANs was approved by the Board of County Commissioners by Resolution 2010-236,
adopted December 14, 2010 [copy attached]. At the time the 2011 BANS were issued, the plan
was to issue the permanent bonds when a targeted level of pre-sales (75%) had been achieved.
The target level was achieved in 2013, and the Corporation applied to the Authority for the
issuance of revenue bonds (the "2013 Bonds") in an amount not to exceed $210 million to fund
development costs, including the refunding and redemption of the BANs. Following public
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hearings by the Authority and approval by the Board of County Commissioners by Resolution
2013-182, adopted September 10, 2013 [copy attached],the 2013 Bonds were issued on January
8, 2014, in an aggregate principal amount of$190,295,000. As of April 3, 2015, the Arlington
has received entrance fee deposits on 138 of the currently contemplated 159 ILU's(87%).
The Current Financing Application:
The application filed with the Authority for the 2015 Bonds contemplates the issuance of not
exceeding$35 million in tax-exempt and taxable bonds in order to allow the Corporation to incur
additional debt for the Project. The purpose of the additional debt is two-fold. First, the
Corporation seeks to borrow additional funds to cover anticipated shortfalls of approximately
$16.6 million in the construction and completion of the Project ("Completion Indebtedness"),
and second, the Corporation seeks additional debt to fund the construction of 16 additional villas
(the "Phase II Project"). The Completion Indebtedness results from a number of factors detailed
in the application, but mainly involve costs not reflected in the original budget, allowance
insufficiencies, additional governmental regulatory and permitting costs, restoration of quality
levels that had been reduced as part of value engineering, other increased soft costs, and the
establishment of a contingency reserve.
The Phase II Project, 16 additional free-standing villas, is in response to demand, and provides
the ability to partially fund the increased debt service requirements as a result of the 2015 Bonds.
The Arlington is the only local CCRC that offers free-standing independent living villas, and the
demand for the 31 in the Project has been strong. The plan therefore is to construct 16 additional
villas on lands that are within the existing project.
Consideration of the Application by the Authority:
The Authority met on May 8, 2015, and heard presentations from The Arlington of Naples'
financing team consisting of officers of the Corporation, the operations staff, the construction
manager, and the underwriter of the Bonds, B.C. Ziegler and Company, a pre-eminent
underwriter of healthcare facility bonds. 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 of Meeting published in the Naples Daily News is attached to the Authority
Resolution(described below)as Exhibit A.
In considering a bond financing application,the Authority considers several criteria described in
the Florida Industrial Development Financing Act, Chapter 159, Florida Statutes (the "Act").
The criteria considered, and a discussion of the information presented with respect to the
Arlington project is as follows:
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1. The project is appropriate to the needs and circumstances of the community, and shall make a
significant contribution to the economic growth of the County; shall provide or preserve gainful
employment; shall preserve the environment; or shall serve a public purpose by advancing the
economic prosperity, the public health, or the general welfare of the State. With respect to the
Arlington, much of the information with respect to these criteria was considered and determined
in connection with the issuance of the 2013 Bonds and reviewed again in conjunction with the
current application. Some of the relevant information includes the demand for these facilities in
the local community. The application and the testimony at the hearing shows that 83% of the
purchasers are from the Naples/Marco area. The construction of these facilities has a positive
fiscal impact on the community by creating additional employment and local expenditures.
Estimated employment upon opening of the facility is about 180 full time equivalent employees,
with a payroll in excess of$7,000,000 per year. The construction of the Project will generate
300 to 400 construction jobs and will use many local construction firms, along with other local
vendors for construction related goods and services. The Arlington estimates that the
construction phase will result in about$50 million being expended locally.
2. The financing agreement for the project is to be entered into with a party that is financially
responsible and fully capable and willing to fulfill its obligations under the financing agreement,
including the obligations to make payments in the amounts and at the times required; to operate,
repair, and maintain at its own expense the project; and to serve the purposes of the Act and such
other responsibilities as may be imposed under the financing agreement. The Corporation
presented, and the Authority reviewed, extensive financial data and testimony regarding the
financial capability of the Corporation to meet its operational and capital obligations, including
Management's Assumptions and Projections. The Assumptions and Projections evaluate the
financial viability of the project, by calculating certain projected financial ratios which are used
by investment bankers, lenders, and investors. The ratios examined include, the Debt Service
Coverage Ratio, Days Cash on Hand, and the Ratio of Cash and Investments at End of Year to
Debt Outstanding. The Assumptions and Projections show ratios that are in excess of standard
evaluation criteria used in evaluating CCCRs. Additionally, the projected ratios exceed the
ratios that were approved by the Authority in making the final financial capability determination
for the 2013 Bonds. In accordance with the rules of the Authority, before the Authority enters
into the final Bond Purchase Agreement and the Loan Agreement, the Assumptions and
Projections must be examined and verified by an independent third party (Dixon Hughes
Goodman, LLP, a CPA firm prominent in healthcare facility financing) and reviewed and
approved by the Authority.
3. The County will be able to cope satisfactorily with the impact of the Project and will be able
to provide, or cause to be provided when needed, the public facilities, including utilities and
public services, that will be necessary for the construction, operation, repair, and maintenance of
the project at the expense of the party for whom the project is financed. The Arlington is located
within the Lely Resort PUD, a master-planned community that has been in existence for many
years. The community is served by the existing County water and sewer utilities, and existing
public roadways. All essential public services (electricity, cable, EMS, fire protection,
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educational facilities, etc.) have been constructed within or in the area of the development. As in
the case of any specific development within the PUD, the developer is responsible for extending
utilities and roadways within the specific development at developer's expense, and in this case
those facility extensions have been or are being constructed as part of the Project costs.
At the conclusion of the public hearing the Authority determined to proceed with the financing,
and adopted a resolution (the "Authority Resolution") evidencing such approval and directing the
officers of the Authority to forward the resolution to the Board of County Commissioners with a
recommendation that the Board approve the issuance of the Bonds, as required by the Internal
Revenue Code.
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 jurisdiction must also approve the
bond issue. This 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 is attached, and the
Authority Resolution is attached to the proposed County Resolution as Exhibit A to the County
Resolution.
As are all revenue bonds or notes 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 Arlington. Neither the County, the Board, the Authority,
nor any officer of the County is liable for their payment. Further, the Resolution expressly
provides that this approval by the Board does not abrogate any County regulations, including
land development regulations.
FISCAL IMPACT: Like all private activity bond issues secured by project revenues, the
issuance of the proposed bonds or the construction of the Project does not require any
contribution from the Board of County Commissioners or any other County agency, nor does it
impose any financial obligation on the County or any agency thereof. On the other hand, the
construction of these facilities has a positive fiscal impact on the community as discussed above.
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 facilities are being constructed in an existing
PUD that authorizes this land use and zoning, site development, and building permit approvals
are in place. The Authority Resolution and the proposed resolution to be adopted by the Board
specifically provide that the Project is subject to all applicable County regulations, including, but
not limited to,the LDC, the Growth Management Plan, and concurrency requirements.
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RECOMMENDATION: The Board of County Commissioners adopt the attached Resolution.
Prepared by:
Donald A. Pickworth, Counsel
Collier County Industrial Development Authority
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.K.16.K.1.
Item Summary: Request by the Collier County Industrial Development Authority for
approval of a resolution authorizing the Authority to issue revenue bonds for a continuing care
retirement facility known as The Arlington of Naples.
Meeting Date: 5/26/2015
Prepared By
Name: BrockMaryJo
Title: Executive Secretary to County Manager, County Managers Office
5/11/2015 9:59:39 AM
Submitted by
Title: Executive Secretary to County Manager, County Managers Office
Name: BrockMaryJo
5/11/2015 9:59:40 AM
Approved By
Name: TeachScott
Title: Deputy County Attorney, County Attorney
Date: 5/11/2015 10:50:49 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 5/11/2015 1:36:26 PM
Name: IsacksonMark
Title: Division Director-Corp Fin &Mgmt Svc, Office of Management&Budget
Date: 5/12/2015 8:43:12 AM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 5/14/2015 10:17:57 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 CONTINUING CARE RETIREMENT COMMUNITY REVENUE BONDS
(THE ARLINGTON OF NAPLES PROJECT) BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED BY
SECTION 147(1) OF THE INTERNAL REVENUE CODE, AS AMENDED;
PROVIDING FOR OTHER RELATED MATTERS, AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Collier County Industrial Development Authority (the "Authority") is a
body corporate and politic of Collier County, Florida("Collier County") created by Collier County
Resolution No. 79-34 duly adopted by the Board of County Commissioners (the `Board") on
February 27, 1979 pursuant to Part III of Chapter 159, Florida Statutes, as amended,with the power
to issue revenue bonds or bond anticipation notes for the purposes of financing a "project" as
defined in Part H of Chapter 159, Florida Statutes, as amended;and
WHEREAS,The Arlington of Naples, and its sole member Lutheran Life Ministries, each a
not-for-profit corporation (collectively, the "Corporation"), have requested the Authority to issue
its Continuing Care Retirement Community Revenue Bonds (The Arlington of Naples Project) (the
"Bonds") for the purpose of making a loan to the Corporation to finance or reimburse the
Corporation for the costs of the Project (as such term is defined in the Authority Resolution
described below), and to pay certain expenses incurred in connection with the issuance of the
Bonds;and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that the elected legislative body of the governmental unit that has jurisdiction
over the area in which the facility financed with the proceeds of tax-exempt bonds or notes is
located is to approve the issuance of such bonds or notes after a public hearing; and
WHEREAS, the Board of County Commissioners of Collier County, Florida (the "Board")
is the elected legislative body of the County; and
WHEREAS, the Authority caused a notice of a public hearing to consider approval of the
Bonds and the location and nature of the Project to be published on or before April 22, 2015 in the
Naples Daily News, a newspaper of general circulation in Collier County, and a copy of said notice
is attached to the Authority Resolution described herein(the"Notice"); and
WHEREAS, the Authority held a public hearing on May 8, 2015, pursuant to the Notice
and adopted a resolution (the "Authority Resolution") providing preliminary authorization for the
issuance of the Bonds, a copy of such Authority Resolution being attached hereto as Exhibit A, and
has recommended to the Board that it approve the issuance of the Bonds in accordance with Section
147(f)of the Code and Section 125.01(1 Xz)Florida Statutes;and
WHEREAS,for the reasons set forth above, it appears to the Board that the approval of the
issuance and sale of such Bonds as required by Section 147(f)of the Code is in the best interests of
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Collier County, and the Board desires to evidence approval of the issuance of the Bonds to satisfy
the requirements of the Code,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY,FLORIDA,that:
Section 1. Approval of Issuance of the Bonds. The Board hereby approves the issuance
of the Bonds by the Authority for the purposes described in the Notice pursuant to Section 147(f)of
the Code and Section 125.01(1)(z), Florida Statutes. The Bonds shall be issued in such series, in
such aggregate principal amount (not to exceed $35 million), bear interest at such rate or rates,
mature in such amount or amounts and be subject to redemption as are approved by the Authority
without the further approval of this Board.
The Bonds shall not constitute a debt, liability or obligation of Collier County, the
Board, any officer, agent or employee of Collier County, the State of Florida or any political
subdivision thereof, but shall be payable solely from the revenues provided therefor, and
neither the faith and credit nor any taxing power of Collier County or the State of Florida or
any political subdivision thereof is pledged to the payment of the principal of, premium, if
any, and interest on the Bonds. No member of the Board or any officer or employee thereof
shall be liable personally on the Bonds by reason of their issuance.
This approval shall in no way be deemed to abrogate any regulation of Collier County.
The Project shall be subject to all such regulations, including, but not limited, the Collier
.-. County Growth Management Plan and all concurrency requirement contained therein and
the Collier County Land Development Code.
Section 2. Limited Approval. The approval given herein shall not be construed as
(a) an endorsement of the creditworthiness of the Corporation or the financial viability of the
Project, (b) a recommendation to any prospective purchaser to purchase the Bonds, (c) an
evaluation of the likelihood of the repayment of the debt service on the Bonds, or (d) approval of
any necessary rezoning applications or approval or acquiescence to the alteration of existing zoning
or land use nor approval for any other regulatory permits relating to the Project, and the Board shall
not be construed by reason of its adoption of this Resolution to make any such endorsement, finding
or recommendation or to have waived any right of the Board or estopping the Board from asserting
any rights or responsibilities it may have in such regard. Further, the approval by the Board of the
issuance of the Bonds by the Authority shall not be construed to obligate Collier County to incur
any liability, pecuniary or otherwise, in connection with either the issuance of the Bonds or the
acquisition and construction of the Project, and the Authority shall so provide in the financing
documents setting forth the details of the Bonds.
Section 3. Severability. If any section,paragraph,clause or provision of this Resolution
shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall
continue in full force and effect, it being expressly hereby found and declared that the remainder of
this Resolution would have been adopted despite the invalidity or ineffectiveness of such section,
paragraph, clause or provision.
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Section 4. Effective Date. This Resolution shall take effect immediately upon its
adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are
hereby superseded.
PASSED and Adopted this 26th day of May, 2015.
ATTEST: COLLIER COUNTY, FLORIDA BY
Dwight E. Brock, Clerk ITS BOARD OF COUNTY
COMMISSIONERS
By:
Deputy Clerk Tim Nance,Chairman
[SEAL]
Approved as to form and legal sufficiency:
cJl- 124-L
Scott R. Teach
Deputy County Attorney
This approval shall in no way be deemed to abrogate any regulations of Collier County. The
Project shall be subject to all such regulations, including, but not limited to, the Collier
County Growth Management Plan and all concurrency requirements contained therein and
the Collier County Land Development Code.
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RESOLUTION NO.2015
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
REGARDING THE OFFICIAL ACTION OF THE AUTHORITY
WITH RESPECT TO THE PROPOSED ISSUANCE BY THE
AUTHORITY OF ITS CONTINUING CARE COMMUNITY
REVENUE BONDS (THE ARLINGTON OF NAPLES,
PROJECT), SERIES 2015 IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $35,000.000 FOR THE
PRINCIPAL PURPOSE OF LOANING THE PROCEEDS
THEREOF TO THE ARLINGTON OF NAPLES, TO FINANCE
AND REFINANCE COSTS RELATED TO THE ACQUISITION,
CONSTRUCTION, INSTALLATION AND EQUIPPING OF
CERTAIN SENIOR HOUSING AND HEALTH CARE
FACILITIES AS FURTHER DESCRIBED HEREIN AND TO
FINANCE AND REFINANCE THE COSTS RELATED TO THE
ACQUISITION, CONSTRUCTION, EQUIPPING AND
INSTALLATION OF ADDITIONAL PORTIONS OF SUCH
SENIOR HOUSING AND HEALTHCARE FACILITIES;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
PRELIMINARY AGREEMENT; AND PROVIDING FOR
RELATED MATTERS.
WHEREAS, The Arlington of Naples, an Illinois not-for-profit corporation
qualified to do business in Florida (the "Corporation") has applied to the Collier County
Industrial Development Authority (the "Authority") to issue its private activity revenue bonds in
an aggregate principal amount of not to exceed $35,000,000 (the "Bonds") for the principal
purposes of loaning the proceeds thereof to the Corporation to (1) finance and refinance
additional costs related to the acquisition, construction,equipping and installation of a continuing
care retirement community and related healthcare facilities including an estimated 159
independent living units, an estimated 79 assisted living units (of which an estimated 37 will be
memory support units), and an estimated 44 skilled nursing beds along with associated common
areas; (2) finance and refinance the costs related to the acquisition, construction, equipping and
installation of an additional 16 independent living villas (collectively with (1) above, the
"Project"); (3) capitalize interest during and after construction for a total period of approximately
18 months; (4) make deposits to any necessary reserves; and (5) pay costs of issuance related to
the Bonds; and
WHEREAS, the Corporation has requested that the Authority loan the proceeds of the
Bonds to the Corporation pursuant to Chapter I59, Parts II and III, Florida Statutes, or such
other provision or provisions of Florida law as the Authority may determine advisable (the
"Act") in order to accomplish the foregoing purposes; and
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EXHIBIT ATO COUNTY RESOLUTION H�
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WHEREAS, the issuance of the Bonds and the loaning of the proceeds thereof to the
Corporation for the principal purpose of financing and refinancing the costs of the Project under
loan agreements or other financing agreements, and pursuant to the terms thereof which will
provide that payments thereunder be at least sufficient to pay the principal of and interest and
redemption premium, if any, on such Bonds and such other costs in connection therewith as may
be incurred by the Authority, will assist the Corporation and promote the public purposes
provided in the Act; and
WHEREAS, in order to satisfy certain of the requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended (the "Code"), the Authority did on the date hereof
hold a public hearing on the proposed issuance of the Bonds for the purposes herein stated,
which date is more than 14 days following the first publication of notice of such public hearing
in a newspaper of general circulation in Collier County, Florida and which public hearing was
conducted in a manner that provided a reasonable opportunity for persons with differing views to
be heard, both orally and in writing, on the issuance of the Bonds and the location and nature of
the Project, as more particularly described in the notice of public hearing attached hereto as
Exhibit A;and
WHEREAS, it is intended that this Resolution shall constitute official acfion toward the
issuance of the Bonds within the meaning of the applicable United States Treasury Regulations
in addition to any other action that may have heretofore been taken by the Corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY,THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Act and other applicable provisions of law.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered into
to permit the Corporation to proceed with the financing and refinancing of the costs of the
Project and to provide an expression of intention by the Authority, prior to the issuance of the
Bonds,to issue and sell the Bonds and make the proceeds thereof available for such purposes, all
in accordance with and subject to the provisions of the Act, the Constitution and other laws of
the State of Florida and the laws of the United States of America, including the Code, and this
Resolution, but subject in all respects to the terms of that certain Preliminary Agreement for
Issuance of Private Activity Revenue Bonds(the"Preliminary Agreement").
SECTION 3. APPROVAL OF THE FINANCING. The financing and
refinancing of the costs of the Project (including reimbursement of prior expenditures by the
Corporation and affiliates), funding necessary reserves, funding capitalized interest and paying
costs of issuing the Bonds by the Authority through the issuance of the Bonds, pursuant to the
Act, will promote the economic development, prosperity, health and welfare of the citizens of
Collier County, will promote the general economic structure of Collier County, and will thereby
serve the public purposes of the Act and is hereby preliminarily approved, subject, however, in
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all respects to the Corporation meeting the conditions set forth in the Preliminary Agreement to
the sole satisfaction of the Authority.
SECTION 4. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby determines to issue the Bonds, if so requested
by the Corporation and subject in all respects to the conditions set forth in the Preliminary
Agreement, in an aggregate principal amount not to exceed $35,000,000 for the principal
purpose of financing and refinancing the costs of the Project. The rate of interest payable on the
Bonds shall not exceed the maximum rate permitted by law.
SECTION 5. AUTHORIZATION OF EXECUTION AND DELIVERY OF
THE PRELIMINARY AGREEMENT. The Preliminary Agreement, of even date herewith,
with such corrections, insertions and deletions as may be approved by the Chairman or Vice-
Chairman of the Authority, such approval to be evidenced conclusively by their execution
thereof, is hereby approved and authorized; the Authority hereby authorizes and directs the
Chairman or Vice-Chairman of the Authority to date and execute the Preliminary Agreement,
and to deliver the Preliminary Agreement to the other parties thereto.
SECTION 6. GENERAL AUTHORIZATION. The Chairman and the
Vice-Chairman are hereby further authorized to proceed, upon execution of the Preliminary
Agreement by all parties thereto, with the undertakings provided for therein on the part of the
Authority and are further authorized to take such steps and actions as may be required or
necessary in order to cause the Authority to issue the Bonds subject in all respects to the terms
and conditions set forth in the Preliminary Agreement authorized hereby.
SECTION 7. OFFICIAL ACTION. This resolution is an official action of the
Authority toward the issuance of the Bonds, as contemplated in the Preliminary Agreement, in
accordance with the purposes of the laws of the State of Florida and the applicable United States
Treasury Regulations.
SECTION 8. LIMITED OBLIGATIONS. The Bonds and the interest thereon
shall not constitute an indebtedness or pledge of the general credit or taxing power of Collier
County, Florida, the State of Florida or any political subdivision or agency thereof but shall be
payable solely from the revenues pledged therefor pursuant to a loan agreement or other
financing agreement entered into between the Authority and the Corporation prior to or
contemporaneously with the issuance of the Bonds. The Authority has no taxing power.
SECTION 9. LIMITED APPROVAL. The approval given herein shall not be
construed as an approval or endorsement of approval of any necessary rezoning applications nor
for any other regulatory permits relating to the Project and the Authority shall not be construed
by reason of its adoption of this resolution to have waived any right of Collier County or to have
estopped Collier County from asserting any rights or responsibilities it may have in that regard.
SECTION 10. RECOMMENDATION FOR APPROVAL TO BOARD OF
COUNTY COMMISSIONERS. The Authority hereby recommends the issuance of the Bonds
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and financing of the Project for approval to the Board of County Commissioners of Collier
County (the "Board"). The Authority hereby directs the Chairman or Vice-Chairman, Authority
Counsel and Bond Counsel, either alone or jointly, at the expense of the Corporation, to
cooperate in seeking approval for the issuance of the Bonds and the financing of the Project by
the Board as the applicable elected representatives of the County under and pursuant to the Act
and Section 147(f) of the Code.
SECTION 11. EFFECTIVE DATE. This Resolution shall take effect
immediately.
:. I*PQ TED this 8th day of May,2015.
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Naples Daily News
Naples, FL 34110
Affidavit of Publication
Naples Daily News
Ceflier County Industri Deveiopment Authority
P1 C KWORTH, DONALD P.A. *min MIn Publ %wring
(The 5100 TAMIAMI TRL N STE 103 Naples
Notice it hereby seven that the Collie County Industrial Development
NAPLES FL 34103 Authortty tthe 'wbhority) will i=nduct a .spedal meeting Mayy li 2O
'beginning et Italla.m.In the President's Corderenoe Room
M. Morel Southweetem Srste College, 7505 Grand Lehr.Drive Naples, Honda,
1411 tit Pup'ors Illft:'A�ecoleu o) Provlding p�ninary ad�sl 10 the itiOre
IMAM Of the Asutlsottee Comdmdng Carta Community Revenue Bonds (The.
Aritrtgton of NOW:Pro Ip.`dtu cc"Bonds,1, the purpose of melcing a loan
REFERENCE: 010784 , or loam not The riA""�ngton of'Naples,K
m libel not for refit corporation registered
to do business In Florida a The NI�ton of taePies. Inc.p the•Corporaticn')and
59770672 COLLIER COUNTY I NDL provldlmg furs to: (II f,ence addroornal costs re litcd to the lolliAlltion.
construction. p,np nqq and ketellauor. of an eadmatad 154 independent living
untie an A aekted lh'inq units (of wfilch an ep,meted 37 wIll be
memoryry suppoK unKS), and an�.esNmaUtd 43 slcntad nunhng beds aion9 with
State of Florida aspcated mmhaon areas (Z finance and refinance the costs related to the
ar,, mrxtnucion, apulppeng end IrMsllatIon of an additional 1E
Counties of Collier and Lee "�"' c 11a,w vrlar t<mllem�.y wnl+ c1>adore, Ue 'Pt � , v) ceuttenee
Before the undersigned authority, merest during and .far oenyrnce for`e1 I 5 maw aspens
y, persC morsres;p}mrOnds' alY,+'tu•rny nacesharr
. appeared Dan .McDermott, says that he se mbtadto Bd1dS
J...r V The white located ar"eir;rt.-erturtt.ctesueteue-hcateseeeawatee.at
Inside Sales Supervisor, of the Naples Da aces eihla the Idthf••ifteaort uxnmu"itY In the SOuttTI'$t guad`ant of tit,
bstarsactiorh' of the help.Culberal and Collier Boultvard and K kgati
a daily newspaper published at Naples, in dasnebsd as a pmtun of Tract-a• t.ely"art puss Two.PIa1 Book te,Peg's
through 45 of tbse Publt ReArds of Collie County. The initial owner and operate
County, Florida: distributed in Collier of pro wlllba".Corporalton.
and Lee counties of Florida; that thp att The Bondi will be payable solely horn the revenues derived by the Authorti
� from a loan agreement or other financing documents between the Authority en
copy of advertising was published in said t �t .or lets. taxing power orr'�ny other�n es of canna
newspaper on dates listed. county,the state Aroma,or any p„lhrai whdvnlon or agency thereof. Ti
Authentytus notaedliq power.
Affiant further says that the said Naplr . . the appli 'on tor financing.the ResoiuUon,and the firmdl
are awt4bk for k's"dion slid mpyi at the a Ice of the Audrort
News is a newspaper published at Naples, Decd°° ,, A„, aratad pa,s aR lmNata�r,bmitwntten m
Collier County, Florida, and that the sai( ° ;°m m g'euret or their v grawshwnoerrdngmit:Orole orlld
newspaper has heretofore been continuous l's rinan ""par"daeksng to mi1ct"atete Q0mme"ts In stance of the Mari
may such commetbto:
day and has been entered as second class r comm.co IndustrialDevelopmenAuthority
do Oonaid A It-hearth.General Counsel
matter at the post office in Naples, in sa 5100Tamkmi Trail NOrd4 Suite lot
Naples,Florida 34103
Collier County, Florida, for a period of 1 SHOULD ANY'Wall DECIDE tiO APPEAL Arty DEOSION MADE BY T
next preceding the first publication o f e t AUTHORITY MnT11 litEA4GT T0. kaATTER CoNSiDEREO AT wCN HEtdtli
w harlLl. NEED•A 1tECDRD OF THE 'PROCEEDNGS Aim. FOR TH
attached copy of advertisement• and affi3
r. r� SUCN PERSON MAY NEED TO THAT A.VERBATIM.RECORD
further says that he has neither paid nor u of"w,1ctM PE ogen,: s MI USTIMOrn A
promised any person, firm or corporation a • In aootxdpt�with the Americans with 17irebdihes Act, perm's nwdin!
discount, rebate, commission or refund for
sppdal aaommodation to Partdpata hn this hearing.should contact Donald
P; h General cnunsd et(234)253 1060 no tatvr tit°^:«hen m tarp print
purpose of securing this advertisement for thele8"7eg'
CQt1.lER COUNTY IHDtISTF
publication in the said newspaper. DEEYE-OPMENT AUTHOS
Is.,Donald A.Pickier
Assistant Seuvtary
PUBLISHED ON: 04/22 General NA'.
A911122;9,15
AD SPACE: 144 LINE
FILED ON: 04/22/15
.
+ _
r
Signature of Affiant _ ,. ' t t /
r
Sworn to and Subscribed before mp �1isct • day of',.: :f!; ,, 20�°,
Personally known by me ., _i,r.t/, ) '1 f,�._.f_'1_,)=:r.
a*eg`an""���" CAROL•PoLtoppA; J`
, �F� Hotsry Pubtic•StstaatFlarlsa
sit Comllslastou i FF T1p
EXHIBIT A TO AUTHORITY ' q„;t,,,• 00 Comm.Elrpirwps��,�
RESOLUTION °oPidid"' �ronsr
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RESOLUTION NO. 2010- 2 3 6
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND SALE
OF BOND ANTICIPATION NOTES BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED BY
SECTION 147(f) OF THE INTERNAL REVENUE CODE, AS AMENDED;
PROVIDING FOR OTHER RELATED MATTERS, AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Collier County Industrial Development Authority (the "Authority") is a
body corporate and politic of Collier County, Florida("Collier County") created by Collier County
Resolution No. 79-34 duly adopted by the Board of County Commissioners (the `Board") on
February 27, 1979 pursuant to Part III of Chapter 159, Florida Statutes, as amended, with the power
to issue revenue bonds or bond anticipation notes for the purposes of financing a "project" as
defined in Part II of Chapter 159, Florida Statutes, as amended; and
WHEREAS, The Arlington of Naples, Inc., and its sole member Lutheran Life Services,
Inc., each a not-for-profit corporation (collectively, the "Corporation"), have requested the
Authority to issue its Health Care Facilities Bond Anticipation Notes (The Arlington of Naples
Project) (the "Notes") for the purpose of making a loan to the Corporation to finance or reimburse
the Corporation for the costs of the Project (as such term is defined in the Authority Resolution
described below), and to pay certain expenses incurred in connection with the issuance of the Notes;
and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that the elected legislative body of the governmental unit which has jurisdiction
over the area in which the facility financed with the proceeds of tax-exempt bonds or notes is
located is to approve the issuance of such bonds or notes after a public hearing; and
WHEREAS, the Board of County Commissioners of Collier County, Florida(the "Board")
is the elected legislative body of the County; and
WHEREAS, the Authority caused a notice of a public hearing to consider approval of the
Notes and the location and nature of the Project to be published on or before November 1, 2010 in
the Naples Daily News, a newspaper of general circulation in Collier County, and a copy of said
notice is attached to the Authority Resolution described herein(the "Notice"); and
WHEREAS, the Authority held a public hearing on November 16, 2010, pursuant to the
Notice and adopted a resolution (the "Authority Resolution") authorizing the issuance of the Notes,
a copy of which is attached hereto as Exhibit A, and has recommended to the Board that it approve
the issuance of the Notes in accordance with Section 147(f) of the Code; and
WHEREAS, for the reasons set forth above, it appears to the Board that the approval of the
issuance and sale of such Notes as required by Section 147(f) of the Code is in the best interests of
Collier County, and the Board desires to evidence approval of the issuance of the Notes 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 the Notes. This Board hereby approves the issuance
of the Notes by the Authority for the purposes described in the Notice pursuant to Section 147(f)of
the Code. The Notes shall be issued in such series, in such aggregate principal amount (not to
exceed $15 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 Notes 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 Notes. No
member of the Board or any officer or employee thereof shall be liable personally on the Notes by
reason of their issuance.
This approval shall in no way be deemed to abrogate any regulations of Collier County. The
Project shall be subject to all such regulations, including, but not limited to, the Collier County
Growth Management Plan and all concurrency requirements contained therein and the Collier
County Land Development Code.
Section 2. Severability. If any section, paragraph, clause or provision of this Resolution
.-. shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall
continue in full force and effect, it being expressly hereby found and declared that the remainder of
this Resolution would have been adopted despite the invalidity or ineffectiveness of such section,
paragraph, clause or provision.
Section 3. Effective Date. This Resolution shall take effect immediately upon its
adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are
hereby superseded.
PASSED and Adopted this 14th day of December, 2010.
ATTEST: COLLIER COUNTY, FLORIDA BY
Dwight E. Brock;Clerk ITS BOARD OF COUNTY
COMMISSIONERS
, j
""?*L tnjuttic l ,'i4 11'11441 s Fred W. Coyle, Chairman
1I9Utl Y
Appr as to form leg sufficiency:
�- - 1
Jeffrey A. Klatzkow, County Attorney
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RESOLUTION NO. 2010-P9
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
REGARDING THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS HEALTH CARE
FACILITIES BOND ANTICIPATION NOTES (THE
ARLINGTON OF NAPLES,INC.PROJECT)SERIES 2010 IN
AN INITIAL AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED$15,000,000 FOR THE PRINCIPAL PURPOSE OF
FINANCING CERTAIN PRE-DEVELOPMENT COSTS
INCURRED OR TO BE INCURRED BY THE ARLINGTON
OF NAPLES, INC. (THE "CORPORATION") IN
CONNECTION WITH THE ACQUISITION,
CONSTRUCTION, RENOVATION AND EQUIPPING OF
CERTAIN HEALTH CARE FACILITIES; AUTHORIZING
THE EXECUTION AND DELIVERY OF A PRELIMINARY
AGREEMENT BETWEEN THE AUTHORITY AND THE
CORPORATION; AND PROVIDING FOR RELATED
MATTERS.
WHEREAS, the Arlington of Naples, Inc., an Illinois not-for-profit corporation
qualified to do business in Florida (the "Corporation") has applied to the Collier County
Industrial Development Authority (the "Authority")to issue a series of its private activity
bond anticipation notes in the initial aggregate principal amount of not to exceed
$15,000,000 (the "Notes") for the principal purpose of financing certain costs of
construction, renovation and equipping of certain health care facilities(the "Project")to be
owned and operated by the Corporation and paying costs associated with the issuance of the
Notes; and
WHEREAS, the "Project", as described in the application consists of certain pre-
development costs consisting of costs for, but not limited to, marketing, planning, site and
building design,site preparation,environmental permitting,all for the purpose of facilitating
the acquisition,construction,and equipping of certain health care facilities,consisting of 180
independent living units,72 assisted living units(of which 32 will be memory support units),
and 32 skilled nursing beds along with associated common areas and to pay certain expenses
incurred in connection with the issuance of the Notes; and
WHEREAS,the Corporation has requested that the Authority loan the proceeds of
the Notes to the Corporation pursuant to Chapter 159,Parts II and III, Florida Statutes, or
EXHIBIT A TO BCC RESOLUTION
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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 Notes and the loaning of the proceeds thereof to the
Corporation 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, if any, on
such Notes and such other costs in connection therewith as may be incurred by the Authority,
will assist the Corporation and promote the public purposes provided in the Act; and
WHEREAS, in order to satisfy certain of the requirements of Section 147(1) 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 Notes 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 Notes 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 Notes within the meaning of the applicable United States Treasury
Regulations in addition to any other action that may have heretofore been taken by the
Corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY,THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions of the Act and other applicable provisions of law.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered
into to permit the Corporation to proceed with the financing of the costs of the Project and
to provide an expression of intention by the Authority,prior to the issuance of the Notes,to
issue and sell the Notes 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.
2
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SECTION 3. APPROVAL OF THE FINANCING. The financing of the
costs of the Project by the Authority through the issuance of the Notes,pursuant to the Act,
will promote the economic development, prosperity, health and welfare of the citizens of
Collier County, will promote the general economic structure of Collier County, and will
thereby serve the public purposes of the Act and is hereby preliminarily approved, subject,
however,in all respects to the Corporation meeting the conditions set forth in the Preliminary
Agreement to the sole satisfaction of the Authority.
SECTION 4. AUTHORIZATION OF THE Notes. There is hereby
authorized to be issued and the Authority hereby determines to issue the Notes, if so
requested by the Corporation and subject in all respects to the conditions set forth in the
Preliminary Agreement,in an aggregate principal amount not to exceed$15,000,000 for the
principal purpose of financing the costs of the Project as described in the Preliminary
Agreement. The rate of interest payable on the Notes shall not exceed the maximum rate
permitted by law.
SECTION 5. GENERAL AUTHORIZATION. The Chairman and the
Vice-Chairman are hereby further authorized to proceed,upon execution of the Preliminary
Agreement, with the undertakings provided for therein on the part of the Authority and are
further authorized to take such steps and actions as may be required or necessary in order to
cause the Authority to issue the Notes subject
r zed hereby.respects to the terms and conditions set
forth in the Preliminary Agreement au
SECTION 6. OFFICIAL ACTION. This resolution is an official action of
the Authority toward the issuance of the Notes, 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 Notes 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 Corporation prior to or
contemporaneously with the issuance of the Notes. The Authority has no taxing power.
SECTION 8. LIMITED APPROVAL. The approval given herein shall not
be construed as an approval or endorsement of approval of any necessary rezoning
applications nor for any other regulatory permits relating to the Project and the Authority
shall not be construed by reason of its adoption of this resolution to have waived any right
3
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of Collier County or to have estopped Collier County from asserting any rights or
responsibilities it may have in that regard.
SECTION 9. EFFECTIVE DATE. This Resolution shall take effect immediately.
ADOPTED this 16th day of November, 2010.
COLLIER COUNTY INDUSTRIAL
DE 'LOPMENT ( THO ITY
(SEAL) / I /
. .CIA _
Chairm.�
ATTEST:
L1,12r;
Secretary (�
4
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Naples Daily News
Naples, FL 34110
Affidavit of Publication
Naples Daily News
+
PICKWORTH, DONALD P.A.
5150 TAMIAMI TRL N #502
NAPLES FL 34103
Colter County industrial
Meeting Development Authority
Volk.of P � a"o eninY A n of Npat Inc.)
DONALD A. P I CKWORTH Notice AUtW�el iven ttt; `ollie' County llkO pMe Authority
REFERENCE: 510 3 2 4 beg �,,.• bunt uo Napl.t. .mb,r
59632823 COLLIER COUNTY INDUS county Conference Room.{+ ° I North H �� °�20, 901' Florida,I and
34101 for the purpose imam on t public M+tcor comments
TIP Gen Fatthau m cam
Sand the proposal
Notes(The Nlirgton d NCDN4 rota Palau),S.tlet 2010 In an
Sand Mt a prop not to ton of,f15,000000 tent '{ANS'1,for tM pun
State of Florida of principal amont not to exceed$1on,o�,000 1St.I"`'a"lido( flat'«
Counties o f Collier and Lee adh Corp«rorla qii°f °a� „n�"ce'"ants In Rn'of tM'c o �nn°'1'ti-
persona purpae contlranrrq on r.tlr.m.nt f IItk6 IncludIg 160 Ind.pend.nt
before the undersigned authority, p equlpPrng on unRE.32 tk lled nt•tMlg untb,and��
Who on oath says the v11:f1Er pl`ro)eCti. n" 'o" a ""'"� pr am and outdo«Wdot.
appeared Kim PAccou y, of the Na n r,„ a otglesttturei parickw,tM�chese°f t rt'l"equlpernt and the Pant
ment of ceASln eap.flr.s Incwr.dln cortnecNon vnth the Heuanu of tM SANS.
serves as the Accounting Manager, proximately 39 sun
TYse holact'r"id tMilort cKo"m�utdtttr•cthe land 1tq ant approximately tM Int.rt.Non
Daily News, a daily newspaper published at waPoor!tyend ol9.rbouNoardandNlegaSyd n.fm.
in Collier County, Florida: distributed in t:"�KUay, 1,e1y R•,,,tPhar.rwo Prr{wttE sager
that the a t t a c e «a ol'C011 i County. The ,up.i owns and open«01 err Protect win
and Lee counties of Florida; pi lrtse A,Wrpten,,NapI.AInf M.AtnhoAty from•
copy of advertising was published in said r.venuatd.rlvedb{ _,_ - yleyy,.
TM 9ANt will be payable Coley front the
ban agreement or otter financing documents between the
a m MMDt.dnne of,
newspaper on dates listed. anon. Nof,th ,, {ANOronor the y othe trrreon ye e S no
o«f Rip: «,rry porltwf wbdrvhfon «•penq' Shared. The Auth«it1'
Affiant further says that the said Naples p« of,th.t.dfl9 or.M'othrr.r.mweotCoV'NrCou"",the
published at Naples, in taxin9 lda. e ur9
News is a newspaper and that the said ar,,,�a.fa ynfosctlefl ants cMwud.t
Collier County, Florida, theIof of the topA utlor for f3n.rth An;nurctad pertain era ntoo
epic entIUm,and w be q rn nt beoppo rani dtMr let their a thrc nc n
newspaper has heretofore been continuously ro,n to expr.n tr1er{slew.cO"ca?"'
r�act r[M fMsaMing•
Anyone enriu to fluke Mitten comments In
day and has been entered as second class ma: Vance of the hewing may sand such
matter at the post office in Naples, in tai Canis County Industrial Dw.lopment Authority
Collier County, Florida, for a period troierCo kwedow^amvelop l
next preceding the first publication of the 3050N«thlronaahoa DrM,SUlaa120
attached copy of advertisement; and affiant "01,0«64,141be
further says that he has neither paid nor WITH I ANY PERSON DECIDE TO CONS ANY DATISSUCH HEARINGS UCH PERSON
AUTHORI-
TY SHOULD RESPECT O ANY E MATTER CONSIDERED
WILL NEED A tECORD THE pRCKEEDtMOS AHD,fOR THAT PURPOSE.SUCH PER-
J SON MAY NEID TO ENSURE TNAT A YERE;ATIM RECORD OF THE PROCEEDINGS IS
promised any person, firm or corporation am
MAOft WIE RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH
rebate, commission or refund for t TMEA►PEA.ISTO0EIAMD• tons needing a special
discount, accordance with the Americans with DIsWithes Mt, p•
General Counsel,at(23!1 263,060 no Isla than seven(7)days prior to the accommodation to participate In this hewing should contact Donald A. PK1rw'ort'
purpose of securing this advertisement for
publication in the said newspaper. Meer-
Ivy.
This notice h 9'van Pursuant to Section 1470 of the imams!Revenue Cent, s
emended.
PUBLISHED ON: 1:L O1 Collier naA lndmlh el0evelnpment Authority
Assistant mn Counsel
and
G
Hot{74361
November I,2010
AD SPACE: 104 LINE
FILED ON: 11/01/10 +
Signature of Affiant .. ... 41...
Sworn to and Subscribed before me this L\.3rYN, day of oy
l�� LAN.bar 2010
Personally known by me iv 1...
II 04111.,•. N r• • I
(! y ( rt
:JNotary Public•SL,tc tit Florida
s,y ! My Comm.EdpIres Jul 20,2013
a '',F,i ,,•,•
Commission+f' DD 912237 1
EXHIBIT A TO r.R,r-•{r-.c
AUTHORITY RESOLUTION
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RESOLUTION NO.2013-18 2
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND SALE
OF CONTINUING CARE RETIREMENT COMMUNITY REVENUE BONDS
(THE ARLINGTON OF NAPLES, INC. PROJECT) BY THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED
BY SECTION 147(f) OF THE INTERNAL REVENUE CODE, AS
AMENDED; PROVIDING FOR OTHER RELATED MATTERS, AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Collier County Industrial Development Authority (the "Authority") is a
body corporate and politic of Collier County, Florida("Collier County") created by Collier County
Resolution No. 79-34 duly adopted by the Board of County Commissioners (the `Board") on
February 27, 1979 pursuant to Part III of Chapter 159, Florida Statutes, as amended, with the power
to issue revenue bonds or bond anticipation notes for the purposes of financing a "project" as
defined in Part II of Chapter 159,Florida Statutes, as amended; and
WHEREAS, The Arlington of Naples, Inc., and its sole member Lutheran Life Services,
Inc., each a not-for-profit corporation (collectively, the "Corporation"), have requested the
Authority to issue its Continuing Care Retirement Community Revenue Bonds (The Arlington of
Naples, Inc. Project) (the "Bonds") for the purpose of making a loan to the Corporation to finance
or reimburse the Corporation for the costs of the Project (as such term is defined in the Authority
^ Resolution described below), and to pay certain expenses incurred in connection with the issuance
of the Bonds; and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that the elected legislative body of the governmental unit which has jurisdiction
over the area in which the facility financed with the proceeds of tax-exempt bonds or notes is
located is to approve the issuance of such bonds or notes after a public hearing; and
WHEREAS, the Board of County Commissioners of Collier County, Florida(the "Board")
is the elected legislative body of the County; and
WHEREAS, the Authority caused a notice of a public hearing to consider approval of the
Bonds and the location and nature of the Project to be published on or before August 8, 2013 in the
Naples Daily News, a newspaper of general circulation in Collier County, and a copy of said notice
is attached to the Authority Resolution described herein(the"Notice");and
WHEREAS,the Authority held a public hearing on August 26, 2013, pursuant to the Notice
and adopted a resolution (the "Authority Resolution") authorizing the issuance of the Bonds, a copy
of such Authority Resolution being attached hereto as Exhibit A, and has recommended to the
Board that it approve the issuance of the Bonds in accordance with Section 147(f)of the Code; and
WHEREAS, for the reasons set forth above, it appears to the Board that the approval of the
issuance and sale of such Bonds as required by Section 147(f) of the Code is in the best interests of
Collier County, and the Board desires to evidence approval of the issuance of the Bonds to satisfy
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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(1) of
the Code. The Bonds shall be issued in such series, in such aggregate principal amount (not to
exceed $210 million), bear interest at such rate or rates, mature in such amount or amounts and be
subject to redemption as are approved by the Authority without the further approval of this Board.
The Bonds shall not constitute a debt, liability or obligation of Collier County, the
Board, any officer, agent or employee of Collier County, the State of Florida or any political
subdivision thereof, but shall be payable solely from the revenues provided therefor, and
neither the faith and credit nor any taxing power of Collier County or the State of Florida or
any political subdivision thereof is pledged to the payment of the principal of, premium, if
any, and interest on the Bonds. No member of the Board or any officer or employee thereof
shall be liable personally on the Bonds by reason of their issuance.
This approval shall in no way be deemed to abrogate any regulations of Collier
County. The Project shall be subject to all such regulations, including, but not limited to, the
Collier County Growth Management Plan and all concurrency requirements contained
therein and the Collier County Land Development Code.
Section 2. Severability. If any section, paragraph, clause or provision of this Resolution
shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall
continue in full force and effect, it being expressly hereby found and declared that the remainder of
this Resolution would have been adopted despite the invalidity or ineffectiveness of such section,
paragraph, clause or provision.
Section 3. Effective Date. This Resolution shall take effect immediately upon its
adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are
hereby superseded.
PASSED and Adopted this 10th day of September, 2013.
ATTE 0 COLLIER COUNTY, FLORIDA BY
IIvvigh E: Brock Clerk ITS BOARD OF COUNTY
CO i IS.I0 RS
Attest as to th�41�i�p�yt clerk . Hiller, Esq., Chairwoman
signature only.
[SEAL]
0
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Approved as to form and legal sufficiency:
& Y1 1 2 /1i-e--(4 V
Scott R. Teach, Deputy County Attorney
G
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3
RESOLUTION NO. 2013-01
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
REGARDING THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED)
ISSUANCE BY THE AUTHORITY OF ITS CONTINUING
CARE COMMUNITY REVENUE BONDS (THE
ARLINGTON OF NAPLES, INC. PROJECT), SERIES 2013
IN AN INITIAL AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED S210,000,000 FOR THE PRINCIPAL
PURPOSE OF LOANING THE PROCEEDS THEREOF TO
THE ARLINGTON OF NAPLES, INC. TO FINANCE AND
REFINANCE COALS UIS T THE
DEVELOPMENT, Q
INSTALLATION AND EQUIPPING OF CERTAIN
SENIOR HOUSING AND HEALTH CARE FACILITIES
AS FURTHER DESCRIBED HEREIN;
THE EXECUTION AGREEMENT; DELIVERY
PRELIMINARY AG F, D PROVIDING FOR
RELATED MATTERS.
oration
WHEREAS, the Arlington of Naples, Inc., an has applied to Collier�County
qualified to do business in Florida (the ''Corporation") of its private act
ity
Industrial Development Authority (the "Authorityamount of notrtosexceed $210 OOU�000
revenue bonds in the initial aggregate principal
u oses of loaning the proceeds thereof to the
(the "Bonds") for the principal purposes acquisition,
Corporation to finance and refinance of certain senior housing andph health care facilities
construction, installation and equipping
(the "Project") to be owned and oP►s assoc aced with the isosuancedof thee(3onds; and' reserves,
capitalizing interest and paying costs
the "Project" consists the
of 163andependent living units,
and equipping of certain health care facilities, ort units), and 44 skilled
79 assisted living units (of which 37 will be memory support
nursing beds; and
ds
WHEREAS, the Corporation has requested that rhe Au hors yIloandt the p oceeds
of the Bonds to the Corporation pursuant to p
Statutes, or such other provision or provisions accomplish the foregoing purposeshandy may
determine advisable (the "Act") in order t P
EXHIBIT A
TO
COUNTY RESOLUTION
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WHEREAS, the issuance of the Bonds and the loaning of the proceeds thereof to
the Corporation for the principal purpose financing r e andnpursuant to the�erms
financing a
f the
Project under loan agreements or other $ agreements
to pay the
thereof which will provide that payments ne thereunder be on at least such Bondst and such other
principal of and interest and redemption premium,
costs in connection therewith as may be s►curreddby the Actuthority will assist the
Corporation and promote the public pup provided
in order to satisfy certain of the requirements Section 147(f)on the
of
the Internal Revenue Code of 1986, as amended (the "Code"), the Authority
date hereof hold a public hearing on the proposed issuance of the Bonds for the purposes
tice of
herein stated, which date is more than 14 days
on hn publication of
Flo�da and
such public hearing in a newspaper of gen eral c
ty
which public hearing was conducted in aor bavriting�onbhe�ssu nee►of
for persons with differing views to be heard, both orally and n
the Bonds and the location and nature of the
Exhibit andore particularly described in the
notice of public hearing attached here to as
WHEREAS, it is intended that this Resolution shall constitute official action
toward the issuance of the Bonds any meaning of the on that may havepherebofoire bcensaken
tates
Treasury Regulations in addition to y other a
by the Corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY,THAT:
SECTION I. AUTHORITY FORns T,HIS1e RESOLUTION.
appli abis
Resolution is adopted pursuant to the provisions
of law.
SECTION 2. PRELIMINARY STATEMENT.
financing This Resolution ancng is
with
entered into to permit the Corporation to proceed
the costs of the Project and totprovide a d expression he Bonds and make theeproceeds thereof
to the issuance of the Bonds, rovisions
of the
available for such purposes, all in accordance
of tdhe with and subject
Florida and s of the United Act, the Constitution and other laws
of America, including the Code, and this Resolution, but subject in all respects to
the terms of the Preliminary Agreement.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared
as follows:
2
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A. The Authority is a public body corporate and
s politic
State of Fustrial
development authority duly created and existing under the 1 v
and is duly authorized and empowered by'mt rovemento, rehabilitation,cfrenovatione
acquisition, construction, reconstruction, P of renovation,
capital
expansion and enlargement, or additions"healthrn care facilities" (as(aspth� quoted term is
project, including any private non-profit
described in the Act), including land, rights ts tns� buildings
and ether d c t
machinery, equipment, appurtenances facilities incidental thereto, an ohc�
improvements necessary or convenient therefor.
B. The Corporation has heretofore t requested ostsrlated to the Project through the
Corporation by financing certain prc-development t principal ct amount of
issuance by the Authority of not exceeding $15,000,000 in aggregate
bond anticipation notes in one or more Series and, on
of the 29, 2011,the Authority issued
$10.900.000 of the Series 2011 Notes for the benefit
in the
C. As a result of achieving a targeted borthe Co porat�un itnsputting
Project the Corporation has requested the Authority assist
together permanent long-term financing through tens issuance a of the Series
X00. 3 Bonds by
the Authority in an aggregate principal amount (ii) for
the
purposes of (i) refunding all of the o�ttthe CorporatiSeries
on's 2011 Notes,
000 tLutheran Church .-.
outstanding principal and interest
Extension Fund - Missouri Synod Promissory Note, (iii) finance teluding, ref certain
development and capital costs related (iv) fund necessary reserves
Corporation or one or more avfili ate cootsp expenditures),
associated with issuance of the Series 2013
and capitalized interest and ( ) pay
Bonds.
D. The Corporation has, after consulting arc now conducive to proceed
with its financial advisor and the
Underwriter, determined that market and other conditions
with the long-term financing and refinancing of the costs of the Project with the proceeds
of the Series 2013 Bonds.
to the
E. Upon consideration of the documents information
ha presented made and does
Authority at or prior to the adoption of this Resolution,
hereby make the following findings and determinations:
(1) The Project consists of certain capital e°owned related
and acquisition
of health care facilities, said Project being
Corporation in its business of providing senior housing and health care services in
the County and the State.
3
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(2) The Corporation has shown that the Project will alleviate
unemployment in the County by creating additional jobs in the County and the
State, will foster the economic growth and development and the industrial and
business development of the County and the State, and will serve other
predominantly public purposes as set forth in the Act. It is desirable and will
further the public purposes of the Act, and it will most effectively serve the
purpose of the Act, for the Corporation to finance and refinance the costs of the
Project and for the Authority to issue and sell the Series 2013 Bonds for the
principal purpose of providing funds to finance and refinance the costs of the
Project, all as provided in the Indenture and the Loan Agreement, which contain or
shall contain such provisions as are necessary or convenient to effectuate the
purposes of the Act.
(3) The Project is appropriate to the needs and circumstances of and will
make a significant contribution to the economic growth of the County; will
provide or preserve gainful employment; and will serve a public purpose by
advancing the economic prosperity, public education, and the health and general
welfare of the County, the State and its people in accordance with Section 159.26
of the Act.
(4) Taking into consideration representations made to the Authority by
the Corporation and based on other criteria established by the Act, including,
without limitation, the delivery by the Corporation of an independent financial
feasibility report of Dixon Hughes Goodman (a draft of which report is attached
hereto as Exhibit E), as of the date hereof, the Corporation is financially
responsible and fully capable and willing (a) to fulfill its obligations under the
Loan Agreement and any other agreements proceeds
issuance of the Series 2013 Bonds and the use of the Series 2013 Bond p
for financing and refinancing the costs of the Project, including the obligation to
make loan payments or other payments due under the Loan Agreement in an
amount sufficient in the aggregate to pay all of the principal of. purchase price,
interest and redemption premiums, if any. on the Series 2013 Bonds, in the
amounts and at the times required, (b) to operate. repair and maintain at its own
expense the Project, and (c) to serve the purposes of the Act and such other
responsibilities as may be imposed under such agreements.
(5) Based on the representations of the Corporation, the County and
other local agencies have been or will be able to cope satisfactorily with the
impact of the Project and will be able to provide, or cause to be provided when
needed, the public facilities, including utilities and public services necessary for
the operation. repair and maintenance of the Project on account of any increase in
population or other circumstances resulting therefrom.
4
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(6) Adequate provision is made under the Loan Agreement between the
Authority and the Corporation for the operation, repair and maintenance of the
Project at the expense of the Corporation, for the payment of the principal of
purchase price, premium, if any, and interest on the Series 2013 Bonds when and
as the same become due, and payment by the Corporation of all other costs in
connection with the financing, refinancing, operation, maintenance and
administration of the Project which are not being paid out of the proceeds of the
Series 2013 Bonds or otherwise.
(7) The costs of the Project being financed and refinanced with the
proceeds of the Series 2013 Bonds constitute "costs" of a "project" within the
meaning of the Act.
(8) All requirements precedent to the adoption of this Resolution, of the
Constitution and other laws of the State, including the Act, have been complied
with.
SECTION 4. APPROVAL OF THE FINANCING. The financing and
y
refinancing of the costs of the Project n necessa(including reimrsement of
res n�es, funding eOapita zedtunterbst
the Corporation and affiliates), funding �'
and paying costs of issuing the Bonds by eleeonotm�ctdeveloptncnth prosperity, health
Bonds, pursuant to the Act, will promote
and welfare of the citizens of Collier County,e the public purposes ofehe Act is
structure of Collier County, and will thereby P
hereby prelitninarily approved, subject, however, in all respects to the Corporation
meeting the conditions set forth in the Preliminary Agreement to the sole satisfaction of
the Authority.
SECTION 5. AUTHORIZATION OF deter mines THE BONDS. T eere is hereby f so
uthorized to be issued and the Authority hereby
requested by the Corporation and subject in all l ameount not to exceed $2l 0,000 000 for
Preliminary Agreement, in an aggregate principal ec
the principal purpose of financing and refinancig the costs
The rate the
intere tt as fu then
described in Section 2(a) of the Preliminary Agreement.
the Bonds shall not exceed the maximum rate permitted by law.
SECTION 6. AUTHORIZATION ENT. ThOPrelim�narvTAgrcemenDt.DELIVERY date
OF THE PRELIMINARY AGREEMENT.
with such corrections. insertions and deletions as may be approved by the
Chairman or Vice Chairman of the Authority, such
authoro ed e thec Authority hereby
by their execution thereof, is hereby approved and
authorizes and directs the Chairman or Vice Chairman of the Authority to date and
5
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execute the Preliminary Agreement, and to deliver the Preliminary Agreement to the
Corporation and Lutheran Life Ministries; and all of the provisions of the Preliminary
Agreement, when executed and delivered by the Authority as authorized herein and by
the Corporation and Lutheran Life Ministries, shall be deemed to be a part of this
Resolution as fully and to the same extent as if incorporated verbatim hcrein
SECTION 7. GENERAL AUTHORIZATION. The Chairman and the
Vice-Chairman are hereby further authorized to proceed, upon execution of the
Preliminary Agreement, with the undertakings provided for therein on the part of the
Authority and are further authorized to take such steps and actions as may be required or
necessary in order to cause the Authority to issue the Bonds subject in all respects to the
terms and conditions set forth in the Preliminary Agreement authorized hereby.
SECTION S. OFFICIAL ACTION. This resolution is an official action
of the Authority toward the issuance of the Bonds, as contemplated in the Preliminary
Agreement. in accordance with the purposes of the laws of the State of Florida and the
applicable United States Treasury Regulations.
SECTION 9. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the general credit or taxing
power of Collier County. the State of Florida or any political subdivision or agency
thereof but shall he payable solely from the revenues pledged therefor pursuant to a loan
agreement or other financing agreement entered into between the Authority and the
Corporation prior to or contemporaneously with the issuance of the Bonds. The
Authority has no taxing power.
SECTION 10. LIMITED APPROVAL. The approval given herein shall
not he construed as an approval or endorsement of approval of any necessary rezoning
applications nor for any other regulatory permits relating to the Project and the Authority
shall not be construed by reason of its adoption of this resolution to have waived any
right of Collier County or to have estopped Collier County from asserting any rights or
responsibilities it may have in that regard.
SECTION 11. EFFECTIVE DATE. This Resolution shall take
effect immediately.
6
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ADOPTED this 26th day of August, 2013.
COLLIER COUNTY INDUSTRIAL
DEV • OPMENT AUTHOR! Y
(S EM.) /
• e 116.,.Alice J. Carl , airman
ATTES i s
ecretary
7
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:7apl_'a 1 :l :7:::,..,
Na.•iez, FL 3 :11
• Affidavit of P'1bi caL i on
Nap-es r ai_y News
'� P.A. HOT1Q Of MUTING 2 �2 ct Tx:,11; & NICKERSON, TICE Of MEETING
r i!(�T'?fit( 'O,j7't.-+ .�' Celier County U Ind of st De,Mepment Authority
._ } -
'!
';'r,`J1 L'Tt Y i $•
The Mhnytuh of MOWS Rolrti
notae is heteor 9.e^ 'hat the COW C.sr.ty Indust iel t)erewomenr
autw;t
the •A•,thoray'1 A tendun a .pedal n Aep$t 26. 2013.
Cegmrunq 31 Et30 Cis' the Centerant• Room, Sunt SO2. SIS0 Ionian,'1014
North. Naples. 4to,,da. 34101 ter the purpose, of tons•deru+q the adl1OOn of a
„.{„,„,,,,n etin Cede 'Ce0One ey I erne A th :The le luyt0'+of 144005 Pr ) n
C[•^tm.any Care Cnmmumty eeea,th '2'9L•pent e.a re 0, hot t tC the
�r6T^_' Q 977:•
e,7 T T i f $31 note .Net aar to an 60E 6g."'��FtK..+a.�..^- 7 7 !, COLLI ER COUNTY a�.ri�, AtIC teh..t ftpI 'B CO IGe b[ the r feled at matting a loan w loans to Ihe
j i 7 5 J 3 8 Ari'.ngton el Nadu.in niinOP,nor for nnt1A cor0oril to ort-1. or to do p0[a41f
• h 7701.11 at 1e,a Attl OlAn Or Naples Ins 111 fmpmnhOn') eve the Durpol•of
ivtenMny t tit to. i1) pay the oufttMtlu+y ptew ra• t•d ,ojh ht nn m.
Au+nmr:'s %'0.900.000 Cannnu".y Crete Communa Renenue ewt0 Anrwtpatron
Count co Florida
own lone atd to.
01 pie Naples wuutit Senn eev F2) Pay If the ouulaldti,
PeOrot'ftor NOt+ 1 11)00.00C Nd IFl.Ch t,te tptt of
O f Co C �1-�2.• prrh[�oal and•nteroa on:he Corporation's S19.SDO.000 LuthN4n Church Winston
County .1 erso Fenn ntasow+Synoo y e mtl
M undersigned authority, P tG, eh•Leete feet anew one or mare 0, as aNf:nafed`OfFr M,t to, anppe
Before O�F= the rapendi:ut es tort all a a Pon•on omnit to�)09 the upaat nprroortures,[7tetl
in'raT tonpfhnq=Ot an 6itnyeW 'Et nlMp.-4.7 nrtng Horn•an mhmtted
Calabrese, NFi1t7 Utl oath i•J S3�• yet ftaNaf.on iaM [nM Mvakp y unai,
she tired lit oa n er of q ram;ne :,,, an nnma; P wnhpit[oaat�d mm��cn aetn
Jett l s l n9 D rec f or O1 nyostN,nt imaed e,4 tweed nun 1 neOt along the cerffn:Mon GN•00,
heserves Daily ewe Advertising a er pubs. ■
S' news '4/ eaneh riot'wolect'1. In)rap,utntn nu d Tel
Nap:es �t3 i l y News, a daily newspaper re,t rat sour ti e.ow s Mg•nftnnonaend related ery tutti Itna q
Florida : that proputeU Rtotothe set app'
Naples, in Collier County, ublisat Uommenu and nthrnMUU ntn»nerwury for the.ale and cel•.cry Ct the anndf
r_d copy of advertising wasp ,tree, The he, Mt"Lee LW efteo,t twnnwnny II 1,114 Olt SOuthereft quetrrot atetlythe
attached w Nofs and nnie,e19
st ed. Nentn�+m of tM lNf Cultueal Pawway and Cotwer Buolel 9upw 19.Pagte a
newspaper on dates l_ y the.Haul Owner L u.317n I
the said Nap1[ 0,oughtlaMof irenPa/Records Co11+N Coueyas r n
further says that des' o,'Oen,OientalMtheCorprahmn
Asfis It published at Nap
a newspaper F t TM n Or t enh be r othee wkir iron III,erenube des rot0 by:he enly AJAIIOnty News is that the sa i em a e D aq
Florida, and tha_ ,time,;o,uthe, hn.nurf9 dowmtnn between the Authunty anU
Collier County, continuous l. lh CedOehl1 ci. 0109 of,We CAMS power o'i y other lr0Venues of Cpl,
has heretofore been ,ndeote, cl.a a.1 00 th ^q
newspaper h Florida :COON,me State of florid*,or any pulanl tandwhen so agency/hawk
I
1P. said Collier County, Authority hat no tune Power
day lsned as second class Copes nt appl¢aoen slot hnan[rnq.the,Aasolution, any ens Ilnar ny
and has been entered Uotun,enu arc armkf)t of inlpect100 and[opyu+q v e office[e Of me Autl o'ay
Mac in Naples r in d thoty
de, t h" post` G f F 1 C e O F i set forth below. All interested persons np ou0n 1 to brmt written Q comments or
•
attend the 000ttU•Wet OIP,e1,personally or
mottir Florida, for a per100 �7tten ah Deem .tt O' nas their ea•ws theirrepre me to an w �De
n`G-1 1�ar County, • t,� r- (,nerohp anyone Dewing to make wraten comments+n advance of the nearing
V 'publication of L•� v lay tend Rth[Pen,eOeU to
next:attached copy t;:_ first and affix I
of advertisement; Ctfier County erduu,oar 0ere!eGeman:AUth arty
,/o 100 Te n tNawOnq Gene.t e 103te�
further ayPy nor 5100ld A Po Tunh Gn,S.et that he has neither pa=d µaplN,Flpeida 3a!oJ I
prothee cany t firm or corporation.
promised any person, C fp SNI2UC0 ANY PEASON OFOOF TO arPEAt ANV OfOfiOt hADC BY TNC
commission or refund : A;,,,,o.ri w11N rfsg r D ANV ASnnER CONSIOEREO AT s,.cN z.,,,N6_
discount[ rebate, }�' TTyert iref and fo SUCN PERSON Wilt NCEO A AECV+O �F ,re PNOCEE stiS Ar10. FOR loo
this S aG PJRPOSF. SUCN PERSON MAV `E„ONT ACC RO EIVC.IUDCS TaF TFSTp."rQ9 NO '
p cur i n3 TnE PROCEtDtFIGS IS MADE.PEAI e,5 TO SE 6ASf.0
purpose of 5 cOEWCfUPtJNyyN::NNE
i^. the said newspaper
]%2', h a wrd.rre vah use A,ne fN,t*an Cnsioninnts Att Plnpni need rp a
lFtwNM(4nt,dIC tntl.si(2391t261n8060 nu ratev than seven Cr;ones onto w
P2 174 e,'1�.• y,.a i,.p the Man,2 CO's'tN COUt.Tr entpUSTe1Ai 1
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DE\'ElQPM1N1 AVtNWt 1
.W 00na1d A PUrnann `
Att4lant Secretary OM
t,en,erat Court. i
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SPACE: 1..E LINE } ,.
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FILED ON: _ _---
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/"� EXHIBIT A
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