Agenda 12/14/2010 Item #16K 6
Agenda Item No. 16K6
December 14, 2010
Page 1 of 10
EXECUTIVE SUMMARY
Request by the Collier County lIealth Facilities Authority for approval of a
resolution authorizing the Authority to issue revenue bonds for healthcare facilities
at Moorings Park.
OBJECTIVE: To accomplish the necessary approvals to authorize a proposed revenue bond
issue by the Collier County Health Facilities Authority (the "Authority") to be used by The
Moorings, Incorporated, (the "Moorings") the owner and operator of Moorings Park for a portion
of the eost of constructing 29 additional Independent Living Units, dining and parking facilities,
and other facilities related to thc Moorings' continuing care retirement facility within the
Moorings Park eomplex (the "Project"). .
CONSIDERATIONS: Moorings Park is a life care retirement community on Goodlette Road,
initially constructed in 19S0 with ] 6S independent living units and a 60.bed skilled nursing
facility, Subsequent construction and renovation has added additional Indcpendent Living Units
(for a current total of 3(5), Assisted Living Units (for a current total of 74), and a new 106-bed
skilled nursing facility. Most of these facilitics were linanccd by bonds issued by the Authority
over the past 30 years. Moorings Park is extremely strong J1nancially and is believed to be the
first Florida life care lacility to receive a stand-alone investment grade rating, which is granted
only to the top echelon of life care beilitics. With its tinancial strength, the Moorings, has a
current rating of A+, the only life carc ccnter in the Unitcd States to have such a rating.
The Moorings is currcntly beginning the construction ofthe Project, as described above, and the
City Counei] of the City of Naples has given General Development Site Plan approval, since the
Moorings is located in the City, and thc city has issued site development pClllJits. The total
project cost is approximately $62 million, and thc remainder of the costs will be paid out of other
funds eUlTently held by the Moorings.
The proposed tinancing structure is to issue revenue bonds in an amount not exceeding $30
million to be issued as a "bank qualilied tax-exempt obligation" ("BQ Debt"). In this type of
structure, typically one bond is issued as a private placement and hcld by a bank in its own
port1(llio. There arc a number of tax advantages Illr a bank to purchase obligations of this type.
The proposed bank is .II' Morgan Chase Bank, N.A. Traditionally. BQ debt has been restricted
by the Internal Revenue Cude to a limit of $1 () Illilliun per year per issuer, and, il)r purposes of
this limitation, the issuer, In the case uf the various Cullier County conduit linaneing authorities
such as Industrial Develupment, !-!ealth Facilitic~;, and Huusing Finm1Cc, 1S deemed to be Collier
County, not each of the Authorities. Thus, if any Olle of these Authorities issued $ ] 0 millioll in
BQ debt in any given year, no other I3Q debt could be issued by that Authority, or any of the
other Authorities in that year. Under the AARA (the Stimulus bill), each 501(e) (3) organization
is deemed a separate issuer, thus Muorings Park and Naples Community Iluspital can both issue
BQ debt, and the limit I"l' each organization has been increased to $30 million. However, these
provisions sunset, and the bond issue IllU.st close, on I 2n 1/1 O. [Nute: The BQ debt provisions
described above are another part of the AARA program separate and apart from the provisions
.-- for Recovery Zone Bonds that have been the subject of considerable discussion and efforts over
Ayenda Item No. 16K6
December 14, 2010
Page 2 of 10
the past year. The BQ provisions were intended to stimulate banking activity in the tax-exempt
market, which has been severcly impacted in the past several years.]
The Authority met on December 1, 20 10, and heard presentations Irom Moorings Park ollieials.
The mecting was noticed by publication in the Naples Daily New.s 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. At the conclusion of the public hearing the Authority
dctermined to proceed with the financing and adopted a resolution evidencing such approval (the
"Authority Resolution"). The notice published in the Naples Daily News is attached as Exhibit
A to the Authority Resolution.
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 Llvor of issuing the bonds, as described
above. Following this approval, the governing body of the issuer's jurisdiction must also
approve the bond issue. Here, the issuer (the Authority) has county-wide jurisdiction, and
therefore, the Board of County Commissioners, as the governing body of the entire county, must
approve the issuance of the bonds. Since the Project is located in the City, the City continues to
exercise its normal regulatory jurisdiction. Board approval does not have to be a specially
advertised hearing, but must be done at a regularly noticed and held meeting. A Resolution for
the Board to adopt is attached, and the Authority Resolution is attached to the proposed County
Resolution as an exhibit
As are all revenue bonds of this type, thcse bonds arc based on revenues of the project and arc
not obligations of the County. There is no pledge of any taxes. nor a pledge of any revenues
except the revenues of the Moorings, Inc. Neither the County, the Board. the Authority, nor any
ofJieer of the County is liable li.lr their payment Further, the Resolution expressly provides that
this approval by the Board docs not abrogate any County regulations. including land use
regulations, nor docs it abrogate any City regulations.
FISCAL IMPACT: This program docs not require any contribution I)'om the Board of County
Commissioners or any other County agency. On the other hand, the construction of these
Ltcilities has a positive tiscal impact on the community by creating additional employment and
local expenditures. Total employmcnt at Mooring Park is over hOO cmployees, with a payroll of
$14.000,000 per year. The Pn>ject will result in an additional 28 full-time jobs. Local purchases
by the facility amount to an additional $4.000.000 per year, and the continuing construction of
new or renovated lilcilities ovcr the ycars has put many millions of dollars into the local
eCDnomy'. 'rhe Project will use loca! architectural, engineering and construction iinlls. \Vhilc
not technically a liscal impact. the rvloorings Park filcility has had thc effect of keeping in our
cOlTlmunity hundreds of residents who haye resided in Collier County Jllr 20 to 30 years and who
ean remain in our community when they have reached that stage in Ii fe where a life care {aeility
is necessary. The great majority 0 I' residents of Moorings Park arc long-term Naples residents.
LEGAL CONSJI)ERA nONS: This item has been rcvie\\'cd and apprllved by the County
Attorney's Office and is legally sufficient f(ll' Board action-SRT.
Agenda Item ~Jo. 16K6
December 14, 2010
Page 3 of 10
GROWTH MANAGEMENT IMPACT: The udopfion of the attached resolution will have no
adverse growth management consequences. The facilities ure being constructed in aecordunee
with all County growth management regulations, and are subject to the LDC, the Growth
Management Plan, concurrency requirements (or the applicable corresponding City of Naples
requirements), and the payment of impact fees, The Project is part of a PUD that authorizes
these uses.
RECOMMENDATION: The Board of County Commissioners adopt the attached Resolution,
Prepared by: Donald A, Pickworth, Counsel
Collier County Hculth Facilities Authority
3
Agenda Item No. 16K6
December 14, 2010
Page 4 of 10
COLLIER COUNTY
BOAf<D OF COUlflY COMMISSIONERS
Item Number:
Item Summary:
101;6
I,equest by the Colliel County Health Facilities Authority tor approval of a resolution
cluthonzing \lIe Authority 10 issue revenue bonds for healthcare facilities at Moorings Park.
t2/t4/2010 9.0UCiO 11M
Meeting Date:
Prepared By
~Jeff l'<latzkow
Counly Altorw~y
Date
'1213120108:56:48 AM
Approved By
Scott R. TCi:lC[l
Deputy County Attorney
Date
County AltortH~y
COilrlty A.itorn0Y
'1213/20109:03 AM
Approved By
.leH ~\ld!z:kow
C(/unly A1LilllSY
Date
12f3!2010 10:12 AM
Approved By
orJlS CO(1rdin;~jtir
Date
CO\lniy i'11~ql<((wr'C;; (jjji(J~
U~Hr/, 01 i\';~~I),:\q('rll';llt t, t'll'i1jst
1213170'10 12:57 PM
Approved By
Ha;icJy Crcenw;Jld
L1~,~ 1";1(: 11';
:ur:'~t:rJ',ct /n'":
"."'
f'"
Date
Office oj L1;:m;\~F';l'Clll .S.,
FlEI~!Ot
(1f:1C;" ()( rltm:l~F'~~H''1t t~ UlldU"~1
12f3f2010 2:28 PM
App....ved By
L"c [::~ (!e!]! Jr.
""'U;,l\
Data
CC\!nty i'[;~J"<)rv~rs '.1[:;:;0'
J;lInlv ;\Jid:p~J"r~'; ();fiu~
12/5!2010 8:46 PM
(Igellda Item No. 16K6
December 14, 2010
PageS o[ 10
RESOLUTION NO. 2010-_
A RESOLUTION m' THE BOARD m' COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND SALE OF
HEALTII FACILITY REYENUE BONDS BYTHE COLLIER COUNTY HEALTH
FACILITIES AUTHORITY, AS REQUIRED BY SECTION 147(1) OF THE
INTERNAl. REYENUE CODE, AS AMENDED; PROVIDING FOR OTHER
RELATED MATTERS, AND I'ROVlDING AN EFFECTIVE DATE.
WHEREAS, the Collier County Healtb Facilities Authority (the Authority) is a body corporate and
politic of Collier County, Florida creatcd by Collier County Ordinance No. 79-95 duly adopted by the
Board of County Commissioners (the "Hoard") on November 20, 1979 pursuant to Part III of Chapter 154,
Florida Statutes, as amended, (the Act) with the powcr to issuc revenue bonds for the purposes offinancing
a project as dcfined in the Act; and
WHEREAS, 'Ibe Moorings, Incorporated, a Florida not for profit corporation, with certain
facilities located within the boundaries of Collier County, Florida (the Borrower) has requested the
Authority to issuc its revenue bonds as described below for thc benefit of the Borrower and to loan all or a
portion of the proceeds thercof to the Borrower for the purposes sct f(Jrth herein; and
WHEREAS, the Authority caused notice of a public hcaring to consider approval of the Bonds and
the location and nature ofthe project to be published on or before November 15,2010, in the Naples Daily
News a newspaper of general circulation in thc County, and a copy of said notice is attached as Exhibit A to
the Authority Resolution as described below (the Notice); and
WHEREAS, on Dccember I, 20 lOa public hearing wa~ held by the Authority with regard to the
issuauce of the Authority's Ilealth Facility Revenue Bonds (The Moorings, Incorporated Project) Series
2010 in an aggregate principal alllouut not to exceed $30,000,000, at the conelusion of which hearing the
Authorily adopted the Resolutioll attached as Exhibit A (the Authority Resolution); and
WHEREAS, the proeeeds of the Bonds will be used by the Authority to make a loan to Borrower to
finance the cost of acquisition. construction ,md equipping of heal the are fiIeilities located at 120 Moorings
Park Drive. Naples, Florida. within Collicr COWIty, Florida imd to pay the costs of issuance of the Bonds
(all oftbe properly linanced with proeeeds of the Bonds being owned and operated by the Borrower); and
WHEREAS, the Bonds will not be an obligation or the COWIty, and will be payable solely from
funds of the Borrower; and
WHEREAS. pursuant to the requirements of the Internal Revenue Code of] 986, as amended (the
"Code"), as a prerequisite to the issuance or the Bonds, it is necessary that the Board of COWlly
COlllmissioners of Collier Connly, Florida approve the issuance thereof alter said public hearing; and
WHEREAS. the Board ofCounly Commissioners desires to evidence approval of the issuance of
the Bonds solely to satisfy the requirements of the Code.
NOW, THEREFORE, be it resolvcd by tbe Board of County ConlliIissioncrs of Collier County,
Florida that:
Section I. ApprovalofIssuance of the B01/{lf, 111is Board hereby approves the issuance of the
Bonds by the Authority tor the purposes dcscribed in the Notice pursuant to Section 147(f) of the Code.
Agenda Item No. 16K6
December 14, 2010
Page 6 of 10
The Bonds shall be issued in sueh series, in such aggregate principal amowlt (not to exceed $30
million), bear interest at such rate or rates, mature in such ammmt or amounts and be subject to
redemption as are approved by the Authority without the further approval ofthis Board.
The Bonds shall not constitute a debt, liability or obligation of Collier County, the Board, any
officer, agent or employee of Collier County, the State of Florida or any political subdivision thereof,
but shall be payable solely from the revenues provided therefore, and neither the faith and credit nor
any taxing power of Collier County or the State of Florida or any political subdivision thereof is
pledged to the payment of the principal of, premiwll, 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 oftheir
Issuance.
This approval shall in no way be deemed to abrogate any regulations of Collier County for any
portions or aspects ofthe Project within the regulatory jurisdiction of Collier County, nor shall it
abrogate any regulations of the City of Naples for any portions of the Project located within the
regulatory jurisdiction of the City of Naples. The Project shall be subject to all such regulations,
including, but not limited to, the Collier County Growth Management Plan and all concurrency
requirements contained therein and the Collier County Land Development Code or City of Naples
Growth Management Plan or Land Development Code as applicable, or as applicable, the
cOlTesponding requirements of the City of Naples Comprehensive Plan and land development
regulations.
Section 2: Severability. If any section, paragraph, clause or provision of this Resolution
shall be held to be invalid or inefTective tor any reason, the remainder of this Resolution shall continue
in full force and clTecl, 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.
Seetion 3, Effective Date, This Resolution shall take effect inmlediately upon its adoption,
and any provisions of any previous resolutions in conllict with the provisions hereof are hereby
superseded.
PASSED and Adopted this 14th day of December, 2010.
ATTEST:
Dwight E. Brock, Clcrk
COLLIER COUNTY, FLORIDA BY
ITS BOARD OF COUNTY
COMMISSIONERS
By:
Deputy Clerk
Fred W. Coyle, Chairnmn
~:pr~ved as to form and legal sUffieienc~
Jeffrey A. Klatzkow, County Attorney
2
Ag9'ICfa Item No 16K6
December 14, 2010
Page 7 of 10
RESOLUTION NO. 2010-03
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY HEALTH FACILITIES AUTHORITY REGARDING
THE OfFICIAL ACTION OF THE AUTHORITY WITH
RESPECT TO THE PROPOSED ISSUANCE BY THE
AUTHORITY OF ITS HEALTH FACILITY REVENUE BOND
(THE MOORINGS, fNCORPORA TED PROJECT) SERIES 2010
IN A PRINCIPAL AMOUNT NOT TO EXCEED $30,000,000
FOR THE PRINCIPAL PURPOSE OF MAKING A LOAN TO
THE MOORINGS, INCORPORATED (THE "BORROWER") TO
PAY CERTAIN COSTS INCURRED IN CONNECTION WITH
THE CONTlNUIi\G CARE FACILITY OWNED AND
OPERATED BY THE BORROWER AND LOCATED AT 120
MOORINGS PARK DRIVE, NAPLES, FLORIDA;
AIJllIORIZING THE EXECUTION AND DELIVERY OF A
PRELIMINAR Y AGREEtvlENT BETWEEN THE AUTHORITY
AND THE BORROWER; AND PROVIDING FOR RELATED
MATTERS.
WHEREAS, The Moorings, Incorporated, a Florida corporation not-far-profit (the
"Borrower") has applicd to thc Collicr County Health Facilities Authority (the "Authority") to
issue a series of its private activity rcvenuc bonds in thc principal amount of not to exceed
$30,000,000 (thc "Bond") for the principal purposc of tinancing a loan by the J\uthority to the
Borrower the procccJs of which will be used by thc Borrowcr to pay capital expenditures
inculTed in COlUlcction with the continuing care facility owned and opcratcd by the Borrowcr and
located at ! 20 Mooring5 Park Drive, Naples, Florida and thc reCunding of certain outstanding
bonds (thc "Project") and paying costs associated with thc issuance or thc Bond; and
WHEREAS, thc "Project," as dcscribcd in the application consists ofthc following:
"The project consists of 29 indepenJcnt living units to be housed in three
buildings on the south end of thc cxisting Moorings Park Campus. Thc project
will also ineluJe a ncw dining venue bcneath one oC the indcpendcnt living
buildings as well as an adjacent two story parking garage with a third floor
multipurpose [;lcilit)' on a third Hoor above thc parking garage, This multipurpose
facility may house physician's scr\'icc~, spa and beauty shop services,
classrooms/lecture halls and timess and rehab services. The total project will
cou51st of" approxirllately 85,000 square fect of living space and 7,000 square fect
of space for the ncw dining venue. The parking area will consist oC
appruximately 60,000 :-;quare f,:et with ;lt1 additional 30.000 square feet of space
I'if the l1lultipurpo5c Cacility,"
and;
WHEREAS, the Borrower has rcquested that the Authority loan thc procecds or the
Bond to the Borrower pursuant 10 Chapter 154, Part Ill, FloriJa Statutes, or such other provision
or provisions of Florida law as the Authority may Jctermine advisable (the "Act") in order to
accomrlish thc foregoing purposcs: and
WHEREAS, the issuance of the Bond and the loaning of the proceeds thereof to thc
Borrower to finup"''' th", I'n..l, nf thf" Proiect under loan agreements or other financing
EXHIBIT A TO Bee RESOLUTION
Agenda Item No. 16K6
December 14, 2010
P8ge 8 of 10
agreements, and pursuant to the tcnns thereof which will provide that payments thereunder he at
least sufficient to pay the principal of and intcrest and rcdemption premium, if any, on such Bond
and such other costs in connection therewith as may be incurred by the Authority, will assist the
Borrower and promote the public purposes provided in the Act; and
WHEREAS, in order to satisfy certain of the requirements of Section 147(0 of the
Internal Revenue Code of 1986, as amended (the "Code"), the Authority did on the date hereof
hold a public hearing on the proposed issuance of the Bond for the purposes herein stated, which
date is more than 14 days following the first publication of notice of such public hearing in a
newspaper of general circulation in Collier County and which public hearing was conducted in a
manner that provided a reasonable opportunity for persons with differing views to be heard, both
orally and in writing, on the issuance of the Bond and the location and nature of the Project, as
more particularly described in thc notice of public hearing attached hereto as Exhibit A; and
WHEREAS, it is intended that this Resolution shall constitute ,official action toward the
issuance of the Bond within the meaning of the applicable United States Treasury Rcgulations in
addition to any other action that may have heretofore been taken by the Borrower;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY HEALTH
FACILITIES AUTHORITY, THAT:
SECTION I, AUTHORITY FOR THIS RESOLUTION, This Resolution is adopted
pursuant to thc provisions of the Act and other applicable provisions of law.
SECTION 2. PRELIMINARY STATEMENT, TIlis Resolution is entered into to permit
the Borrower to proceed with the financing of the costs of the Project and to provide an
e~prcssion of intcntion by the Authority, prior to the issuance of the Bond, to issue and sell the
Bond and make the proceeds thereof available for such purposes, aU 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, ineluding the Code, and this Resolution, but subject in
all respects to the terms of the Preliminary Agreement for the Issuance of Revenue Bonds of
even date herewith between thc Authority and the Borrower (the "Preliminary Agreement"). The
Chairman is herchy authorized to execute the Preliminary Agreement on behalf of the Authority.
SECTION 3, APPROVAL OF THE FINANCING. The financing of the costs of the
Project by the Authority through thc issuance of the Bond, pursuant to the Act, will promote the
health and welfare of the citizens of Collier County, will promote the gencral economic structure
of Collier County, and will thereby serve the public purposes of the Act and is hereby
preliminarily approved, subject, however, in all respects to the Borrower meeting the conditions
set fo(ih in the Preliminary Agreement to the solc satisfaction of the Authority.
SECTION 4, AUTIIORI7.ATION OF THE BOND. There is hereby authorized to be
issucd and the Authority hereby determines to issue the Bond, if so requested by the 130rrower
and subject in all respects to the conditions set forth in the Preliminary Agreement, in an
aggregate principal amount not to exceed $30,OOO,OOOrincipal purpose of financing the costs of
the Project. The rate of interest payablc on thc Bond 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
2
Agenda Item No. 1CiI<6
December 14, 2010
d ak' 'd' ' . Pan" 9 of 10
un ert Illgs provide for therem on the part of the Authonty and are further authonzed to take
such steps and actions as may be required or necessary in order to cause the Authority to issue
the Bond subject in all respects to the tcnns and conditions set forth in the Preliminary
Agrcement authorized hcreby.
SECTION 6. OFFICIAL ACTION. This resolution is an official action of the Authority
toward the issuance of the Bond, as contemplated in the Preliminary Agreemcnt, in accordance
with the purposcs of the laws of the State of Florida and the applicable United States Treasury
Regulations.
SECTION 7, LIMITED OBLlGA TIONS, The Bond and the interest thereon shall not
constitute an indebtedness or pledge of the gencral credit or taxing power of Collier County, the
State of Florida or an)' political subdivision or agency thereof but shall be payable solely from
the revenues pledged thercfor pursuant to a loan agrccment or other financing agreement entcrcd
into between the Authority and the Borrower prior to or contemporaneously with the issuance of
the Bonds. The Authority has no taxing power.
SECTION 8. LIMITED APPROVAL The approval given herein shall not be construed
as an approval or endorsement of approval of any necessary rezoning applications nor for any
other regulatury permits relating to the Project and the Authority shall not be construed by reason
of its adoption of this resolution to have waived allY right of Collier County (or the City of
Naples, as applicable) or to have estopped Collier County or tbe City of Naples from asserting
allY rights or responsibilitics they lTlay bave in that regard,
SECTION 9, EFFECTIVE DATE. This Resolution shall take effect immediately.
ADOPTED this 1st day of Decernber, 2010.
L.
.'
. (Scal)
Allest:
COLLIER COUNTY HEALTH
FACILITIES AUTHORITY
[LQ
~l)tecr tlry
U IJ
7~J
\,./
Ell':
d
Chairman
3
Naples Daily News
Naples.. FL 34110
Agenda Item No. 16K6
December 14, 2010
Page 10 of 10
Affidavit of publication
Naples Daily News
----~------------------------------------------_.-+------------------------
;:;:::"::.:;.~;:;:",...~~........................................
PICKWORTH, DONALD P,A.
5150 TAMIAMI TRL N #502
NAPLES FL 34103
REFERENCE:
010784
59634503
DONALD A.
NOTICE OF
PICKWORTH
SPECIAL M
~tate of Florida
Counties of collier and Lee
Before the undersigned authority, per so
appeared Kim pokarney, who on oath says t
serves as the Accounting Manager, of the
Daily News, a daily newspaper published a
in Collier county, Florida: distributed i
and Lee counties of Florida; that the att
copy of advertising was published in said
newspaper on dates li,stcd.
Affiant further says that the said Napl
News is a newspaper publish~d at Naples,
collier County, Florida, and that the sal
newBpaper haS heretofure been continuousl'
day and ha~3 been entered ao second class I
mat ter at the post of f ice i:1 Nap] cs I in 5\
collier County, Flocidn, for a period of
next preced1ng the first publication of t
attached cupy of advertisement; and affia
further says that he has neither paid nor,
promised any person, firm or corporation ~
discount, rebate, commission or refund for
purpose of securing this advertisement fOI
publication in the said newspaper.
PUBLISHED ON, ll/15
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9B LINE
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Sworn to and Subscribed before me this ~ day of r.Jcue~~~
Personally known by me _~ ~
EXHIBIT A TO
AUTHORITY RESOLUTION
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