Resolution 2022-029 RESOLUTION NO. 2022- 29
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY,FLORIDA APPROVING THE ISSUANCE AND SALE
OF HEALTH FACILITY REVENUE BONDS BY THE COLLIER COUNTY
HEALTH FACILITIES AUTHORITY,AS REQUIRED BY SECTION 147(1)
OF THE INTERNAL REVENUE CODE,AS AMENDED; PROVIDING FOR
OTHER RELATED MATTERS,AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Collier County Health Facilities Authority (the "Authority") is a body
corporate and politic of Collier County,Florida created by Collier County Ordinance No.79-95 duly
adopted by the Board of County Commissioners (the "Board") on November 20, 1979 pursuant to
Part III of Chapter 154, Florida Statutes, as amended, (the "Act") with the power to issue revenue
bonds for the purposes of financing a"project" as defined in the Act; and
WHEREAS,The Moorings,Incorporated, a Florida not for profit corporation,with certain
facilities located within the boundaries of Collier County,Florida(the"Borrower")has requested the
Authority to issue its revenue bonds as described below for the benefit of the Borrower and to loan
all or a portion of the proceeds thereof to the Borrower for the purposes set forth herein; and
WHEREAS, the Authority caused notice of a public hearing to consider approval of the
Bonds and the location and nature of the project to be published on or before January 13, 2022, in
the Naples Daily News a newspaper of general circulation in the County,and a copy of said notice is
attached as Exhibit A to the Authority Resolution as described below(the "Notice"); and
WHEREAS,on January 25,2022 a public hearing was held by the Authority with regard to
the issuance of the Authority's Health Facility Revenue Bonds as more particularly described in the
Authority Resolution in an aggregate principal amount not to exceed$60,000,000,at the conclusion
of which hearing the Authority adopted the Resolution attached hereto as Exhibit A(the"Authority
Resolution"); and
WHEREAS, the proceeds of the Bonds will be used by the Authority make a loan to
Borrower to (i) reimburse itself for capital expenditures incurred in connection with the existing
continuing care facilities owned and operated by the Borrower and located at 7410 Little Lane,
Naples, Florida(the "Project") and (ii) pay costs associated with the issuance of the Bonds; and
WHEREAS,the Bonds will not be an obligation of the County, and will be payable solely
from funds of the Borrower; and
WHEREAS, pursuant to the requirements of the Internal Revenue Code of 1986, as
amended(the "Code"), as a prerequisite to the issuance of the Bonds, it is necessary that the Board
of County Commissioners of Collier County, Florida approve the issuance thereof after said public
hearing; and
WHEREAS, the Board of County Commissioners desires to evidence approval of the
issuance of the Bonds solely to satisfy the requirements of the Code.
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(f)of
the Code.
The Bonds shall not constitute a debt, liability or obligation of Collier County,the Board,any
officer, agent or employee of Collier County, the State of Florida or any political subdivision
thereof, but shall be payable solely from the revenues provided therefor, and neither the faith and
credit nor any taxing power of Collier County or the State of Florida or any political subdivision
thereof is pledged to the payment of the principal of,premium,if any,and interest on the Bonds.No
member of the Board or any officer or employee thereof shall be liable personally on the Bonds by
reason of their issuance.
This approval shall in no way be deemed to abrogate any regulations of Collier County for
any portions or aspects of the Project within the regulatory jurisdiction 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.
THIS RESOLUTION ADOPTED after motion, second, and majority vote favoring the
same this 8th day of February, 2022.
ATTEST: BOARD OF COUNTY COMMISSIONERS
Crystal K.ASiozeitNAIwk of Courts COLLIER CO,
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By: y: .,.. �
1-._4. Wil .m L. McDaniel, Jr., Chair
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Appr• •••(los 's Ti rm and legality:
Jeffrey . Kl.'i,kow, County Attorney
Exhibit "A"
RESOLUTION NO. 2022-03
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY HEALTH FACILITIES AUTHORITY REGARDING
OFFICIAL ACTION OF THE AUTHORITY WITH RESPECT TO
THE PROPOSED ISSUANCE BY THE AUTHORITY OF ITS
RESIDENTIAL CARE FACILITY REVENUE BONDS (THE
MOORINGS, INCORPORATED) SERIES 2021 IN ONE SERIES
IN A PRINCIPAL AMOUNT NOT TO EXCEED $60,000,000
FOR THE PRINCIPAL PURPOSE OF MAKING A LOAN TO
THE MOORINGS, INCORPORATED (THE "BORROWER")
THE PROCEEDS OF WHICH WILL BE USED BY THE
BORROWER TO REIMBURSE ITSELF FOR CAPITAL
EXPENDITURES INCURRED IN CONNECTION WITH THE
EXISTING CONTINUING CARE FACILITIES OWNED AND
OPERATED BY THE BORROWER AND LOCATED AT 7410
LITTLE LANE, NAPLES, FLORIDA AND TO PAY COSTS OF
THE FINANCING TRANSACTION; AND PROVIDING FOR
RELATED MATTERS.
WHEREAS, The Moorings, Incorporated, a Florida corporation not-for-profit (the
"Borrower")has applied to the Collier County Health Facilities Authority(the"Authority")for the
issuance by the Authority of its revenue bonds in the principal amount of not to exceed
$60,000,000 (the "Bonds") for the principal purpose of financing a loan by the Authority to the
Borrower the proceeds of which will be used by the Borrower to (i) reimburse itself for capital
expenditures incurred in connection with the existing continuing care facilities owned and operated
by the Borrower and located at 7410 Little Lane,Naples,Florida(the "Project")and(ii)pay costs
associated with the issuance of the Bonds; and
WHEREAS,the Borrower has requested that the Authority loan the proceeds of the Bonds
to the Borrower pursuant to Chapter 154,Part III and Chapter 159,Part II,Florida Statutes,or such
other provision or provisions of Florida law as the Authority may determine advisable(the "Act")
in order to accomplish the foregoing purposes; and
WHEREAS, the issuance of the Bonds and the loaning of the proceeds thereof to the
Borrower to finance the costs of the Project under loan or other financing agreements, the terms
of which will provide that payments thereunder will be at least sufficient to pay the principal of
and interest and redemption premium, if any, on the Bonds and such other costs in connection
therewith as may be incurred by the Authority, will assist the Borrower and promote the public
purposes provided in the Act; and
WHEREAS,in order to satisfy certain of the requirements of Section 147(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
at least seven days following the publication of notice of such public hearing in a newspaper of
general circulation in Collier County, Florida (the "County") and which public hearing was
conducted in a manner that provided a reasonable opportunity for persons with differing views to
AUTHORITY RESOLUTION
(Exhibit A to County Resolution)
be heard, both orally and in writing, on the issuance of the Bonds and the location and nature of
the Project and of the facilities financed with the proceeds of the Refunded Bonds, 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 Bonds within the meaning of the applicable United States Treasury Regulations;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY HEALTH
FACILITIES AUTHORITY, THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to the provisions of the Act and other applicable provisions of law.
SECTION 2. PRELIMINARY STATEMENT.This Resolution is entered into to provide
an expression of intention by the Authority,prior to the issuance of the Bonds,to issue and sell the
Bonds and make the proceeds thereof available for such purposes, all in accordance with and
subject to the provisions of the Act,the Constitution and other laws of the State of Florida and the
laws of the United States of America, including the Code, and this Resolution, but subject in all
respects to the terms of the Preliminary Agreement for the Issuance of Revenue Bonds,to be dated
of even date herewith,to be entered into between the Authority and the Borrower(the"Preliminary
Agreement"). The Chairman and the Vice-Chairman,or in their absence any other member of the
Authority,are hereby authorized to execute the Preliminary Agreement on behalf of the Authority.
SECTION 3. APPROVAL OF THE FINANCING. The financing of the costs of the
Project by the Authority through the issuance of the Bonds,pursuant to the Act, will promote the
health and welfare of the citizens of the County, will promote the general economic structure of
the County, and will thereby serve the public purposes of the Act and is hereby preliminarily
approved, subject,however,in all respects to the Borrower meeting the conditions set forth in the
Preliminary Agreement to the sole satisfaction of the Authority.
SECTION 4. AUTHORIZATION OF THE BONDS. There is hereby authorized to be
issued and the Authority hereby determines to issue the Bonds, if so requested by the Borrower
and subject in all respects to the conditions set forth in the Preliminary Agreement,in an aggregate
principal amount not to exceed$60,000,000 for the principal purpose of financing the costs of the
Project.The rate of interest payable on the Bonds shall not exceed the maximum rate permitted by
law.
SECTION 5. GENERAL AUTHORIZATION.The Chairman and the Vice-Chairman,or
in their absence any other member of the Authority,are hereby further authorized to proceed,upon
execution of the Preliminary Agreement,with the undertakings provided for therein on the part of
the Authority and are further authorized to take such steps and actions as may be required or
necessary in order to cause the Authority to issue the Bonds subject in all respects to the terms and
conditions set forth in the Preliminary Agreement authorized hereby.
SECTION 6. OFFICIAL ACTION. This resolution is an official action of the Authority
toward the issuance of the Bonds, in accordance with the purposes of the laws of the State of
Florida and the applicable United States Treasury Regulations.
2
SECTION 7. LIMITED OBLIGATIONS. The Bonds and the interest thereon shall not
constitute an indebtedness or pledge of the general credit or taxing power of the County,the State
of Florida or any political subdivision or agency thereof but shall be payable solely from the
revenues pledged therefor pursuant to one or more loan or other financing agreement(s) to be
entered into between the Authority and the Borrower prior to or contemporaneously with the
issuance of the Bonds. The Authority has no taxing power.
SECTION 8. LIMITED APPROVAL. The approval given herein shall not be construed
as an approval or endorsement of approval of any necessary rezoning applications nor for any other
regulatory permits relating to the Project and the Authority shall not be construed by reason of its
adoption of this resolution to have waived any right of the County or estopping the 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 25th day of January 2022.
A ITEST: COLLIER COUNTY HEALTH
FACILITIES AUTHORITY
/
By:4By: - `t
Assistant retary Chairman
3
EXHIBIT A TO RESOLUTION
AFFIDAVIT OF PUBLICATION OF
NOTICE OF PUBLIC HEARING
RUT OFTHE I/SATODAYNETWORK
Published Daily
Naples,FL 34110
MARK E.RAYMOND
8416 MAN 0 WAR ROAD
NOTICE OF SPECIAL MEETING AND PUBUC HEARING
PALM BEACH GARDENS,FL 33418 Notice is hereby given that the Collier County Health Facilities
Authority (the Authority') wilt conduct a special meeting and
public hearing on January 25.2022, at 8:30 a.m. In the County
Manager's Conference Room, Second Floor, Suite 202,Building
Affidavit of Publication F, Collier County Government Center, 3299 East 7amiami Trail,
Naples,Florida 34112.for the following purposes:
STATE OF WISCONSIN (1)Receiving public comments and hearing discussion concern-
COUNTY OF BROWN ing the proposed issuance of the Authority's revenue bonds in
an amount not to exceed $60,000,000 (the 'Bonds'). Proceeds
of the Bonds will be loaned by the Authority to The Moorings,
Before the undersigned they serve as the auttiority, Incorporated (the 'Borrower') to be used by the Borrower to
reimburse the Borrower for the cost of acquinng and Improving
personally appeared said legal clerk who on oath says that 23 independent living units Included in the continuing care fa-
he/she serves as Legal Clerk of the Naples Daily News, a cilities owned and operated by the Borrower and located at
drill newspaper7410 Little Lane, Naples, Florida and to pay costs of the financ-
y published at Naples, in Collier County, ing transaction. All assets financed with proceeds of the Bonds
Florida; distributed in Collier and Lee counties of Florida; are and will be owned and operated by the Borrower. The
Bonds will constitute 'qualified 501(c)(3) bonds' within the
that the attached copy of the advertising was published in meaning of Section 145 of the Internal Revenue Code of 1986.
said newspaper on dates listed. Affiant further says that the (2)To consider adoption of one or more resolutions) of the Au-
thority approving the Issuance of the Bonds and making certain
said Naples Daily News is a newspaper published at findings and providing certain authorizations in connection
Naples, in said Collier County, Florida, and that the said therewith.
(3)To conduct such other business of the Authority as may be
newspaper has heretofore been continuously published in necessary or desirable, including those matters on the meeting
Said agenda on the Authority's web page set forth below.
All interested persons are invited to submit written comments
Collier County,Florida;distributed In Collier and Lee or attend the meeting and hearing, either personally or
counties of Florida,each day and has been entered as through their representative, and will be given an opportunity
second class mall matter at thepost office in to express their views concerning the matters pending before
Naples,in the Authority.Anyone desiring to review and/or make copies of
said Collier County,Florida,for a period of one year next the application for finandng or make written comments in ad-
vance of the meeting may request copies and/or send such corn-
preceding the first publication of the attached copy of merits to Collier County Heath facilities Authority do Donald
advertisement;and affiant further says that he has neither Pickworth, Esq., 725 High Pines Drive, Naples. Florida 34103.
Written comments received in advance of the meeting and oral
paid nor promised any person,or corporation any discount, comments made and ill the
ot bind tin Aaare reo or the consideration of the
rebate,commission or refund for the purpose of securing Authrity.
Shoulperson decide to appealan
this advertisement forpublication In said newspaper anyte any decisione made by inthg
p per Authority with respect to any matter considered at this meeting
issue(s)dated or by publication on the newspaper's or hearing, he or the will need to have a record of the proceed-
ings,and,for that purpose,such person may need to insure that
a verbatim record of the proceedings is made which record In-
cludes the testimony and evidence upon which the appeal is to
be based.
The Bonds, if and when Issued, will be payable solely from the
revenues derived the Authorityfrom a loan agreement or
Issue(s)dated:01/13/2022 other financing documents between the Authority and The
• Moorings, Incorporated. Neither the bonds nor the interest
thereon shall be an indebtedness of,or a pledge of.the taxing
power or any other revenues of Collier County. the State of
Florida,or any political subdivision or agency thereof.
Subscribed and sworn to before on January 13.2022: In accordance with the American with Disabilities Act, persons
needing a special accommodation to participate In this meeting
and hearing should contact Donald A.Pickworth, General Coun-
t seL at (239) 404-1475 not later than three days prior to the
hearing.
This notice is given pursuant to Section 147(f) of the Internal
Revenue Code of 1986,as amended and Section 189.015,Florida
Notary, of WI, of Brown Statutes.
rY tY This will be a hybrid remote public meeting and persons may at-
tend either In person or remotely. Copies of the complete
agenda and information on remote attendance may be ob-
tained on the Authority's web page at:https://www.colliercount
yfl.gov/governmentladvisory-boards•and-
authoritleslau thorlties/hea lth-fact titles-aut horlty.
/s/Donald A.Piddworth
/2;1/Z Assistant Secretary and General Counsel
J Pub Date:January 13,2022 45083925
M?febfiaatlolgi6inekp480.00
Ad No:0005083925
Customer No:5617758440 S A R A H B E R T E L S E N
PO#: Notary Public
#of Affid avits 1 State of Wisconsin
This is not an invoice
EXHIBIT A TO AUTHORITY RESOLUTION