Resolution 2010-236
RESOLUTION NO. 2010- 236
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(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 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(t) 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 fmanced 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(t) 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(t) 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,
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(t) 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:
Dwight E. Brock, Clerk
COLLIER COUNTY, FLORIDA BY
ITS BOARD OF COUNTY
COMMISSIONERS
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Fred W. Coyle, Chairman
RESOLUTION NO. 2010-0r
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 ANTICIP A TION 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 "CORPORATIONI1) 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 (ofwhich 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 H and III, Florida Statutes, or
EXHIBIT A TO Bee RESOLUTION
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) ofthe
Internal Revenue Code of 1986, as amended (the "Code"), the Authority did on the date
hereof hold a public hearing on the proposed issuance ofthe 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 ofthe 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.
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SECTION 3. APPROV AL 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 S. 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 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
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of Collier County or to have estopped Collier County from asserting any rights or
responsibilities it may have in that regard.
SECTION 9.
EFFECTIVE DATE. This Resolution shall take effect immediately.
ADOPTED this 16th day of November, 2010.
(SEAL) \:
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Naples Daily News
Naples, FL 34110
Af:idavit of publication
Naples Daily News
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t
PICKWORTH, DONALD P.A.
5150 TAMIAMI TRL N #502
NAPLES FL 34103
REFERENCE: 010784
59632823
DONALD A. PICKWORTH
COLLIER COUNTY INDUS
Colli_ eounty Industria' o.vtlo"",ent Authority
Notkt o~~f1':t~i':.::.~~.r-lng
Notkt 10 hlr.'" giv..n _ Iht Collier County Indultrlal Dtvtlopmtilt "utllorIIy
(the "Authority I will ",nduct a IQHIIl mottln1l .ncI public hNrlng on _mber
16 2010 beginning .t 1:30 ,.m, 'n th't Ec.onomk DtvtloplMfll Council of COllie'
cOunty Conter..... lloom. J050 North ttonethoI Orl... Suit, 120. Napl... florlda.
34104 for tht pur~ of rtetMn9 publk com_ ,ncI,litlllng dllCUIIioft .-
c"nlnO the prOpoilld Iuu_ of the AutlIorIty's Htllth ear. FltllitI. II...nut
lond Mtldpatloft _ (The Arll"9\Oll of N,pl... IIlC. "oj"". 5tritI 2010 In ,n
OGgnvlt. principe! ,mount not 10 _.ee1 515,000.000 (lhti "IANS"~ for the P\II'
pose Of rNklng , loan 0' loans to The ArH"9Ion of Nal!l... Inc.. In IIMnoII not for
profit co.......atJon quallflecl la do busln,", In florid, (th. "Corl!Ol,tlon.,. for tht
p",po.. of plOVlclIng funds to flnanet a oonlon of the cost of ",ns1ructI"9. .nd
oqulpping continuing cart ,etlr.....nt 'facllitltl, Includlno 160 Independent 1I.lng
unitt, <40 IsslI1ICI i.1ilg unitt, 32 ....'!'O'Y (aN unItS, U "'llled nUlling unItS, ancI 21
Villas (tilt 'ProJKt"'. TIlt Project also ...1..... cqmmon ,... II1CI ~ patl....
.. ....n as undenlNClure porklna, tile pur('- of ctrttln equlp,",n\' ond the pay-
ment of f.rteln .xpe..... 'n(urred'n (onnectlon with the lIIuanct of tilt IANS.
TIlt Project will be Io<ltecl on a trllCt of 'end lonllltino of epprollmatll1 Jg au"
within the LIly _MOrt ......munl1Y 'n tht 'OUI~ quailrant of the Inteistctkln of
tht L.1y (u\tura\ Perkw., ancl Collier lIouteuard and I' I.ga'y dtscribtcl II · por.
tion of TrllCt '0'. L.tv I\ftMI ""a.. T_, PIll look 11, Paget 43 throuvl! 4S of tilt
Public Records of COIMe' County, Th. In.tlal owner and operllO' of thIi Pnlject win
b. TIlt Arlinglon of Nlplel,l",
l1lt IANI will be ...,Ible IDltly from tilt ....n.... dtrlvtd by the Authority from ,
loin ~tnt or at"" flnandno documtllll _ the -'ut/IOrIty and the ear-
potl\lOll. NeIthor the IANI _ the Inttl'" ther'on IMlI be ,n Indtbltdntll of.
or I ~ of. the t....ng \XlWII: or any other ......- of CoIn" County, the Suta
of florlda. .... fIllY polltkltf subdivision or 119011Cy thereof. TIlt AutIIorlty has no
,.llng power. .
State of Florida
Counties of collier and Lee
Before the undersigned authority, persona
appeared Kim pokarney, who on oath says tha
serves as the Accounting Manager, of the Na
Daily News, a daily newspaper published at
in Collier county, Florida: distributed in
and Lee counties of Florida; that the attac
copy of advertising was published in said
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 class ma:
matter at the post office in Naples, in sai<
Collier County, Florida, for a period of 1 ~
next preceding the first publication of the
attached copy of advertisement; and affiant
further says that he has neither paid nor
promised any person, firm or corporation an)
discount, rebate, commission or refund for t
purpose of securing this advertisement for
publication in the said newspaper.
PUBLISHED ON: 11/01
'''''II of the ...plklllon for f1nenctna aN ..alllble for In1flect\on ,nd <opyl", at
the office of the "uthO<l\y III forth beloW, All in"JtllecI ~ ,.. ImItecl to
submit written co",",,"" or ,tttnd the hearing, elt!* ",,-"11y .... th.ough thell
IOprOltntAtlvt. end will be gl.... tn opportl!nlty to ..r.... tilt" .1.... con<ern'l'!l
tht orolllCt or the flnellCinlI. Anyone iltI\ring 10 me , wrltt.n ",m"",n" In ad-
.,nce of the he..lng mey """ sud1 """",enllto:
Co/lfer Co~ .....ullflal De.elopment Autho.1ty
cJo E<DlIomlc OwtIopmenl Coundl
J050 Nonh H__Dr"', Sultll 120
NlpI... Florida 14104
SHOULD ANY PIRSON DIODE TO A"eAL "NY DECISION MADE IY THE "UTHOII~
TV WITH RE5PECT TO AtI'f MATTIII CONSlOlRED AT SUCH IlEARlNG. SUCH PEIISON
WILL NUO " ItCom 0' THE PROCEEOING1 "NO FOil THAT PUItPOSE. SUCH PEII.
SON MAY NEED TO ENlUIIE THAT A VER"'TlM ReCORD Of THE PROaEOlNG5 IS
M"Oe WHICH RECORD INCLUDES THE TfsnMONY AND EVIDENCE UPON WHICH
THE AmALIS TO IE lASED.
In oecordlnet with Ihe Amerl(_ ,,",lth OiYbilltln Act, pi""'" needl", , IpIC'e'
accommodation to plrtldpetl In till, htlrlng ,hould (ontllCt Oonlld .... pIckWOrth.
G.n,,"1 (oun..l, at (2J!Il 263..060 no 1.." thin ....n (7) del" prior \D ,h. heal'
ing. .
Thll notice II given pUllUlnt to 5t<tlon \47(1) of tht In,e.nll R......'" taele, II
Im.nded.
~':'~d":''1~,:\,~'1 eeuelopment Authority
AAl'lInt Stcrtl.ry Ind
Gln,,"' Cou...1
No.ember t. 2010
No' 174361
AD SPACE: 104 LINE
FILED ON: 11/01/10
~~~~~:~:~-~~-~~~~~~:----~~------------+------------------------
Sworn to and Subscribed before me this ~~'r\ day of (\JO\J-evv..'oor 20 to
Personally known by me
,\I"UI."
~",,~~~~'~'f:~#, KAROL ~ KA:1Gi\S
f"'[J.' '}!;'J' ~', ~ Notary Public -, SL.lc (;I florid a
: ". <t....,.l, .:.
;-:" .:.';.' .} My Comm. Exnlrcs J~12~. 2013
. ....'~:",t,::::~~.,:\~'~ COl11mts~ion " DO 912237
'AOIf~
EXHIBIT A TO
AUTHORITY RESOLUTION