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Backup Documents 12/14/2010 Item #16K 8ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16Ke, TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #I through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line throu h routing lines #I through #4, complete the checklist, and forward to Sue Filson (line #5). Route to Addressee(s) List in routing order Office Initials Date 1. Initial Applicable) 2. December 14, 2010 Agenda Item Number 16K8 3. - Chairman, with the exception of most letters, must be reviewed and signed by the Office of the 4 Scott R. Teach, Deputy County Attorney County Attorney Office Number of Original 12/14/10 5 Ian Mitchell, BCC Supervisor Board of County Commissioners Documents Attached I-L 1 Iis to 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Scott R. Teach Phone Number (239) 252 -8400 Contact Initial Applicable) Agenda Date Item was December 14, 2010 Agenda Item Number 16K8 Approved by the BCC Chairman, with the exception of most letters, must be reviewed and signed by the Office of the Type of Document Resolution Number of Original 1 Attached I Documents Attached INSTRUCTIONS & CHECKLIST 1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 «matter number» / «document number» Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is appropriate. Yes N/A (Not Initial Applicable) 1. Original document has been signed /initialed for legal sufficiency. (All documents to be signed by the SRT Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials. 2. All handwritten strike - through and revisions have been initialed by the County Attorney's Office and N/A all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the document or SRT the final ne otiated contract date whichever is applicable. 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and SRT initials are required. 5. In most cases (some contracts are an exception), the original document and this routing slip should be N/A provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 6. document was approved by the BCC on 12/14/10 and all changes made during the meeting SRT 1The have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. 1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 «matter number» / «document number» 16K8 MEMORANDUM Date: December 16, 2010 To: Scott Teach, Deputy County Attorney County Attorney's Office From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Resolution 2010 -236: Issuance and Sale of Bond Anticipation Notes Attached for your records is a copy as referenced above, (Item #16K8) approved by the Board of County Commissioners December 14, 2010. If you have any questions, please contact the Minutes and Record's Department at 252 -8411. Thank you. Attachment 16K8 MEMORANDUM Date: December 16, 2010 To: Don Pickworth, Attorney From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Bond Resolutions: 2010 -234, 2010 -235 and 2010 -236 Enclosed please find one (1) Certified Resolution of each as referenced above, Agenda Item #16K6, #16K7 and #16K8, adopted by the Board of County Commissioners on Tuesday, December 14, 2010. If you should have any questions, please contact me at 252 -8411. Thank you. Enclosure RESOLUTION NO. 2010- 2 3 6 16 K 8 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, 16K8 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 - C. . SC Fred W. Coyle, Chairman ' Appr as to "' orm leg sufficiency: F Jeffrey A. Klatzkow, County Attorney IM, RESOLUTION NO. 2010- gy 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 20101N AN NITIAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000 FOR THE PRINCIPAL PURPOSE OF FINANCING CERTAIN TO BE INCURRED BY PRE-DEVELOPMENT INCURRED OR HE ARLINGTON OF NAPLES, INC. (THE "CORPORATION ") IN CONNECTION WITH THE ACQUISITION, CONSTRUCTION, RENOVATION AND EQUIPPING OF HEALTH THE EXECUTION AND DELIVERY OF A PRELIMINARY THE THE AGREEMENT IBETWEEN , E AND N AUTHORITY PROV PROVIDING OR RELATED CORPORATION; 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 II1, Florida Statutes, or EXHIBIT A TO BCC RESOLUTION 16K8 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(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 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; an d WHEREAS, it is intended that this Resolution shall constitute official action toward the issuance of the Notes within t on meaning that may have eret fore been taken by the Regulations in addition to any other ac 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 ter of the Prelimi Preliminary AgreementeCod, and es of Amica, including the this Resolution, but subject in all respects to the terms 2 16K8 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 00 for the Preliminary Agreement, in an aggregate principal amount not to exceed $15,000, 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 in all respects to the terms and conditions set forth in the Preliminary Agreement authorized hereby. SECTION 6. OFFICIAL ACTION. This resolution is an official action of the Authority toward the issuance of the Notes, as contempl in the Pre Flor dal and the Agreement, in accordance with the purpo ses of the laws of 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 16K8 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. (SEAL) ATTEST: Secretary COLLIER CO 4 INDUSTRIAL 16K8 Naples Daily News Naples, FL 34110 Affidavit of Publication Naples Daily News ----------------- PICKWORTH, DONALD P.A. 5150 TAMIAMI TRL N #502 NAPLES FL 34103 REFERENCE: 010784 DONALD A. PICKWORTH 59632823 COLLIER COUNTY INDUS State of Florida o Counties of Collier and Lee scions P; Before the undersigned authority, p appeared Kim Pokarney, whManagerthofa the tNa serves as the Accounting er published at Daily News, a daily newspap P in Collier County, Florida: distributed in and Lee counties of Florida; blished ine said ac t copy of advertising newspaper on dates listed. Affiant further says that the said Naples News is a newspaper published at Naples, in Collier County, Florida, and that the said newspaper has heretofore been continuously day and has been entered as second dSclass smaa( matter at the post office in Naples, of 1 t Collier County, Florida, for a p - next preceding the first publication of the attached copy of advertisement; and afnornt further says that he has neither oration an; promised any person, firm or corp discount, rebate, O °thissadvertisement for t purpose of securing publication in the said newspaper. PUBLISHED ON: 11/01 Collier County Industrial Development Authority Notice of Special Meeting and Public Hearing (The Arlington of NspIK Inc.) given that the Collier County Industrial DeveloprtlefIt November ut well wnduct a soeclal meetMq and Public hears ndi of C011i4r sg at 830 a.m, n the li— GinkDrDevvelopprtmen1 , M. Florida, e Room. 30SO North public t e , S heerinyy discussion con - npose of nceMog Aud'oriryi's Health Cue FatlliUes Revenue oud Issuance of the hK, Project). Swiss 2010 In an ' Notes (The Arlington of Napes, he W amount not to exceed, $15.000.000 (the InBAN an )Illinoiis no I loan or loans to The Arhrgton of Naples ding i nerds to o bug�11 portion Hof theescost ofaconstl�), ingr and wing ore retirement facllkles, including 160 Irsing it% Vd 2 living units, 32 memory ore units, 32 n Ilea nursing units, and 21 ,...s The Proiect 41SO Includes commonwueas m:nt andd the PaY- s wen as unu•*•P -_._._ mart of certain expenses incurred n connection roximatelY 39 acres The Proiart will be laceted u a tract n southwestttcusdrant of the i�r� within the Ley Racort canmunkv 43 through 45 of the von ely C Tract 0 PUN Resort MCaolsc Two Pl t Y k 18. Pea9KY d0 be The iKord, of of Naples, Inc The eslbal owner and operator of the RoJect vn0 The BANS will be payable 1191Y from the revenues derived the by the Authority from a loan agreement w other financing documents betweets the be an in and the Cor- poraUon. Neither rathe BA �r or interest tnwnues oflColllw County. the State or Flal or any politics subdivision or agency UvMltof. The Authority has no taxing power, 1 at Copies of the applkaYwn for finandI era av All interested personsaare�rnited to liable for inspection the office of the Authority set forth Dewa'' User personally or through their given an opportunity to ex est their views comments In in submit written comments or attend the hearing, M . pr yy representative, and will be 9 A e desiring to make written commend In ad- the p eft or the financing. Anyone Vance p% the hearing may send such Comments to: Coiner county Industrial Development Authority do Economic Development Council 3050 North Horseshoe Orhe, Suite 120 Naples Florida 34104 SHOULD ANY PERSON DECIDE TO APPEAL ANY DECISION MADE BY THE AUTHORI- WILLYNEED A RESPECT lECO AOF THE PROCEEDINGS MATTER IGSRAND, FOR THAT PUNRpSLSUCH PER- SON MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PRMIND INGS G MADE WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE WHICH THE A�PEAL IS TO BE BASED. persons needing a speclal in accordance with the, Americans With Dbabilities Acf. prior to the hew- Go nermodati sal tatPsrtic 63-8060 no later thanusawn (n days Donald i A Pkkworw- Ing' of the internal Revenue COde. as This notice is given pucsuent to Section 147(Q amended. Collier County industrial Developmant Authority hiDonald A. IckwOrth ."are, tret{ry and N01614368 November 1, 2010 FI SPACE: 1104 /01 /10 -- FILED ON:------ - - - - -- ------------------- - - - - -- // ----------------- +---- - - - - -- Signature of Affiant Sworn to and Subscribed before me this �J4 day of NY0__U be-4r 2010 — E KA known b me KAFiOt ir"As Personally Y °c� iE t; = Notary Public - St�lc cl Florida My Comm. Expires Jui 29,'413 a , c Commission # DD M237 EXHIBIT A TO AUTHORITY RESOLUTION