MARION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY TEFRA HEARING for HEARTLAND COMMUNITIES, LLC November 20, 2012 Minutes Members Present: Karen Grider/Chair, David Harden/Vice-Chair, Peter Clark, Kenneth Colen, Joe Dunn, Adam Woods, Butch Verrando, Larry Callaway/IDA Counsel, Pete Tesch/Secretary, Cindy Lytle/Assistant Secretary Guests: Stuart Mills/Heartland Communities, LLC, Chauncey Lever/Foley & Lardner, LLP, Matt Weaver/PiperJaffray & Co., Tamara Fleischhaker/Ocala/Marion County CEP Call to Order: 10:05 a.m. Adjourn: 11:50 a.m. Grider called the meeting to order. It was duly noted that a quorum of the Authority was present. Grider called for a motion to accept the minutes of November 12, 2012 as written. Colen made the motion to approve the minutes, Dunn seconded, and all approved. Grider turned the meeting over to Callaway. Callaway explained that the applicant, Heartland Communities, LLC, is coming before the Authority today with three Resolutions, each accompanied by a Memorandum of Agreement. There will be a public hearing and vote on each Resolution/Memorandum individually. Resolution 2012-04 is for One HC- Ocala, LLC.; Resolution 2012-05 is for One HC-Villages, LLC; and Resolution 2012-06 is for One HC-St. Petersburg, LLC. With no public present to attend the hearings and proof of publication property noticed, Grider called the first public hearing open on Resolution 2012-04, One HC-Ocala, LLC. Resolution 2012-04 reads: A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF AGREEMENT WITH ONE HC- OCALA, LLC, A FLORIDA LIMITED LIABILITY COMPANY (THE BORROWER ), WITH RESPECT TO FINANCING ALL OR A PORTION OF THE QUALIFYING COSTS OF A CAPITAL PROJECT FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN SENIOR LIVING FACILITIES TO BE LOCATED IN MARION COUNTY, FLORIDA, TO BE OWNED AND OPERATED BY THE BORROWER, AND THE ISSUANCE AND SALE OF MARION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY SENIOR LIVING FACILITIES REVENUE BONDS (VIAVITA OF OCALA PROJECT), IN ONE OR MORE TAX- EXEMPT OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $52,000,000, FOR THE PURPOSE OF FINANCING ALL OR A PART OF THE QUALIFYING COSTS OF THE PROJECT, PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A GENERAL DEBT FOR LIABILITY OF THE AUTHORITY OR A DEBT, LIABILITY OR OBLIGATION OF MARION COUNTY, FLORIDA OR OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES HEREIN PROVIDED; REQUESTING APPROVAL OF
THE ISSUANCE OF SUCH BONDS BY THE BOARD OF COUNTY COMMISSIONERS OF MARION COUNTY, FLORIDA; ALL PURSUANT TO CHAPTER 159, PARTS II AND III, FLORIDA STATUTES, AS AMENDED. Callaway requested that Stuart Mills, CEO of Heartland Communities, LLC, share background information on the project and their reason for coming before the Authority today. Mills stated that they are requesting that the Authority take preliminary official action expressing their intention to issue and sell its Senior Living Facilities Revenue Bonds in one or more tax-exempt or taxable series for the purposes of financing, construction, installation and equipping senior living facilities in Ocala, The Villages, and St. Petersburg. Heartland states that they will recognize substantial cost savings by financing all of the capital projects through a single plan and program of finance. They are asking today for preliminary approval from the Authority so that they may apply for unallocated funds prior to December 31, 2012. Heartland will then return to the Authority, sometime late in the first quarter of 2013, with final plans and studies for consideration by the Authority and final approval for the projects. They hope to begin construction in the summer of 2013. The Ocala project is a faith sponsored senior living facility consisting of two 3-story buildings, containing approximately 246,000 square feet and approximately 137 independent living units (153 beds), 77 assisted living units (89 beds), 36 special care units (43 beds) and related common areas, including related real and personal property, facilities, fixtures, furnishings and equipment, on a site containing approximately 24.9 acres, to be located at the northwest intersection of SW State Road 200 and SW 80 th Street. The Project Sponsor is the Catholic Diocese of Orlando, Florida, with Queen of Peace Catholic Church as the sponsoring parish. The market area will include five Catholic parish communities. A detailed market study for the One HC-Ocala, LLC has not been completed, but Mills stated that he would distribute as soon as it is ready. Service programs and plans will be designed for each resident based on need. They will have a program in place where Heartland provides back to the church a monthly monetary contribution to be designated for subsidized care or scholarships for those unable to afford the entire monthly payment. There will be 3 shifts/7 days a week and 80 full-time positions created with local hires. They estimate approximately 200 construction jobs will be created. They are employing local general contractor Cullison-Wright Construction. The public hearing for Resolution 2012-04 was closed. After a lengthy discussion, Verrando made the motion to approve Resolution 2012-04 and the Memorandum of Agreement as presented. Harden seconded the motion. The motion was approved with one abstention by Colen, citing conflict of interest. The Authority took a brief recess at 11:20 a.m. The Authority reconvened at 11:30 a.m. and Grider called the public hearing open to begin discussion of Resolution 2012-05, One HC Villages, LLC which reads:
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF AGREEMENT WITH ONE HC- VILLAGES, LLC, A FLORIDA LIMITED LIABILITY COMPANY (THE BORROWER ), WITH RESPECT TO FINANCING ALL OR A PORTION OF THE QUALIFYING COSTS OF A CAPITAL PROJECT FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN SENIOR LIVING FACILITIES TO BE LOCATED IN MARION COUNTY, FLORIDA, TO BE OWNED AND OPERATED BY THE BORROWER, AND THE ISSUANCE AND SALE OF MARION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY SENIOR LIVING FACILITIES REVENUE BONDS (VIAVITA OF THE VILLAGES PROJECT), IN ONE OR MORE TAX-EXEMPT OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $54,000,000, FOR THE PURPOSE OF FINANCING ALL OR A PART OF THE QUALIFYING COSTS OF THE PROJECT, PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A GENERAL DEBT FOR LIABILITY OF THE AUTHORITY OR A DEBT, LIABILITY OR OBLIGATION OF MARION COUNTY, FLORIDA OR OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES HEREIN PROVIDED; REQUESTING APPROVAL OF THE ISSUANCE OF SUCH BONDS BY THE BOARD OF COUNTY COMMISSIONERS OF MARION COUNTY, FLORIDA; ALL PURSUANT TO CHAPTER 159, PARTS II AND III, FLORIDA STATUTES, AS AMENDED. Mills explained that One HC Villages, LLC is similar to the Ocala project. It will be on 21.43 acres, located on South Highway 441 between SE 173 rd Street and SE 104 th Terrace in Summerfield, Marion County, Florida. The marketing study for this project has been completed and Mills will distribute to the Authority members. The public hearing was closed at 11:35. After discussion, Woods made the motion to approve Resolution 2012-05 and the Memorandum of Agreement. Harden seconded and all approved. Grider called the public hearing for Resolution 2012-06, One HC-St. Petersburg open at 11:37 a.m. Resolution 2012-06 reads: A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF AGREEMENT WITH ONE HC-ST. PETERSBURG, LLC, A FLORIDA LIMITED LIABILITY COMPANY (THE BORROWER ), THE SOLE MEMBER OF WHICH IS HEARTLAND COMMUNITIES, LLC, A FLORIDA LIMITED LIABILITY COMPANY ( HEARTLAND ). WITH RESPECT TO FINANCING ALL OR A PORTION OF THE QUALIFYING COSTS OF A CAPITAL PROJECT FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN SENIOR LIVING FACILITIES TO BE LOCATED IN ST. PETERSBURG, FLORIDA, TO BE OWNED AND OPERATED BY THE BORROWER (THE PROJECT ), PURSUANT TO A PLAN AND PROGRAM OF FINANCE PURSUANT TO WHICH HEARTLAND HAS REQUESTED THE AUTHORITY TO FINANCE CERTAIN SENIOR LIVING FACILITIES TO BE LOCATED IN OCALA AND SUMMERFIELD (MARION COUNTY), AND THE PROJECT TO BE LOCATED IN ST. PETERSBURG, FLORIDA; AND THE ISSUANCE AND SALE OF MARION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY SENIOR LIVING FACILITIES REVENUE BONDS (VIAVITA OF ST. PETERSBURG PROJECT), IN ONE OR MORE TAX-EXEMPT OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $58,000,000, FOR THE PURPOSE OF FINANCING ALL OR A PART OF THE QUALIFYING COSTS OF THE PROJECT, PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A GENERAL DEBT FOR LIABILITY OF THE AUTHORITY OR A DEBT, LIABILITY OR OBLIGATION OF MARION COUNTY, FLORIDA OR OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES HEREIN PROVIDED; AUTHORIZING
THE EXECUTION AND DELIVERY OF AN INTERLOCAL AGREEMENT WITH THE CITY OF ST. PETERSBURG, FLORIDA OR OTHER GOVERNMENTAL ENTITY WITH JURISDICTION (THE PUBLIC AGENCY ); REQUESTING APPROVAL OF THE ISSUANCE OF SUCH BONDS BY THE BOARD OF COUNTY COMMISSIONERS OF MARION COUNTY, FLORIDA, AND THE APPLICABLE ELECTED REPRESENTATIVE OF THE PUBLIC AGENCY; ALL PURSUANT TO CHAPTER 159, PARTS II AND III, FLORIDA STATUTES, AS AMENDED AND SECTION 163.01, FLORIDA STATUTES, AS AMENDED. Mills shared that the St. Petersburg project would be a 4-story building, containing a total of approximately 275,000 square feet and approximately 120 independent living units (133 beds), 97 assisted living units (143 beds), 33 special care units (48 beds) and related common areas. The site contains approximately 12 acres to be located at 6363 9 th Avenue North, St. Petersburg, Florida. There are nineteen Catholic parishes that will sponsor this project, and there will be a medical facility nearby. The marketing study will be distributed to the Authority members. This project will go before the City Council of the City of St. Petersburg, Florida. An Interlocal Agreement between the Authority and the City of St. Petersburg will be required when the project comes before the Authority for final approval. The public hearing closed at 11:46 a.m. After discussion, Harden made the motion to approve Resolution 2012-06 and the Memorandum of Agreement. Woods seconded and all approved. Callaway to present all three Resolutions/Memoranda of Agreement to the Marion County Board of County Commissioners at their meeting on December 4, 2012 for approval of proposed financing. Matters from the floor: Tesch announced that there will be an IDA workshop to be held on December 11, 2012. There being no further business, Colen made the motion to adjourn, Woods seconded and all approved. The meeting was adjourned at 11:50 a.m.