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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 n 1 Packet Page-1132- 5/26/2015 16.K.1. 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: 2 Packet Page-1133- 5/26/2015 16.K.1 . 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, 3 Packet Page -1134- 5/26/2015 16.K.1 . 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. 4 Packet Page -1135- 5/26/2015 16.K.1 . RECOMMENDATION: The Board of County Commissioners adopt the attached Resolution. Prepared by: Donald A. Pickworth, Counsel Collier County Industrial Development Authority 5 Packet Page-1136- 5/26/2015 16.K.1 . 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 Packet Page-1137- 5/26/2015 16.K.1 . 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 Packet Page -1138- 5/26/2015 16.K.1 . 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. (53 Packet Page -1139- 5/26/2015 16.K.1 . 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. 3 Packet Page -1140- 5/26/2015 16.K.1 . 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 1 EXHIBIT ATO COUNTY RESOLUTION H� Packet Page -1141- 5/26/2015 16.K.1 . 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 2 Packet Page-1142- 5/26/2015 16.K.1 . 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 3 'Packet Page -1143- 5/26/2015 16.K.1 . 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. _' O � '; COLLIER C� UNTY INDUSTRIAL • ''`z ;; DEVE 0 PMENT AUTHO • L Ll� i t . :.,. A Pv arlson, r .; ! . AI I EST: Secretary/ / 4 d� Packet Page -1144-- 5/26/2015 16.K.1 . 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 Packet Page -1145- — �t� 5/26/2015 16.K.1 . 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, Packet Page-1146- 5/26/2015 16.K.1 . 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 Packet Page -1147- 5/26/2015 16.K.1 . 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 Packet Page-1148- 5/26/2015 16.K.1 . 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 Packet Page -1149- 5/26/2015 16.K.1 . 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 Packet Page -1150- 5/26/2015 16.K.1 . 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 Packet Page -1151- 5/26/2015 16.K.1 . 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 Packet Page -1152- 5/26/2015 16.K.1 . 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 Packet Page-1153- 5/26/2015 16.K.1 . 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 Packet Page -1154- 5/26/2015 16.K.1. Approved as to form and legal sufficiency: & Y1 1 2 /1i-e--(4 V Scott R. Teach, Deputy County Attorney G Packet Page-1155- 5/26/2015 16.K.1 . 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 Packet Page -1156- 5/26/2015 16.K.1. 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 Packet Page-1157- 5/26/2015 16.K.1 . 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 Packet Page-1158- 5/26/2015 16.K.1 (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 Packet Page-1159- 5/26/2015 16.K.1 (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 Packet Page -1160- 5/26/2015 16.K.1 . 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 Packet Page -1161- 5/26/2015 16.K.1 . 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 Packet Page -1162- 5/26/2015 16.K.1 . :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 3`.,i DE\'ElQPM1N1 AVtNWt 1 .W 00na1d A PUrnann ` Att4lant Secretary OM t,en,erat Court. i _ —t -- SPACE: 1..E LINE } ,. • Af? ;$Jos% i3 FILED ON: _ _--- ■ Signature r.f_Ja,: ��.:- =—fj / I. r 2� '' - ` 'aay cf 1 ` -- auf:= e ce=cre Ire this,,, �144t't_ �� and i •. , ,~ ,-, 1{llcen by m e - ; - =`9 .��F.AAA�iiti.',. ',__mmSiOMJf EE s17s ry�x SC`-;�- Y 1'e,e a�EF� EXPIRES NOvember28,2014 •'•�' tf.+•1•f 041010 Ttea Pmt.d fnatevea Aganp /"� EXHIBIT A TO AUTHORITY RESOLUTION Packet Page -1163- �,:, � ;-!,•:•••I . r { t In 1 ."�; 5/26/2015 16.K.1 . 1 1 ,. 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