Authorizing Bond Resolution _00232508-4_ by malj

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									                                  RESOLUTION NO. 2008-__

                  A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
                  PALM COAST, FLORIDA, AUTHORIZING THE ISSUANCE
                  OF SPECIAL ASSESSMENT BONDS, SERIES 2008 (OLD
                  KINGS ROAD SPECIAL ASSESSMENT DISTRICT), IN AN
                  AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
                  $50,090,000, TO FINANCE A PORTION OF THE COST OF THE
                  ACQUISITION AND CONSTRUCTION OF THE WIDENING
                  AND RELATED ROADWAY IMPROVEMENTS TO A
                  PORTION OF OLD KINGS ROAD WITHIN THE CITY;
                  PROVIDING        THAT   SUCH   BONDS    SHALL   NOT
                  CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE
                  CITY, THE STATE OF FLORIDA OR ANY POLITICAL
                  SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY
                  FROM SPECIAL ASSESSMENTS ASSESSED AND LEVIED
                  ON PROPERTY WITHIN THE DISTRICT BENEFITED BY THE
                  IMPROVEMENTS AND SUBJECT TO ASSESSMENT, AND
                  OTHER FUNDS OF THE CITY; APPOINTING A TRUSTEE;
                  AUTHORIZING THE EXECUTION AND DELIVERY OF A
                  MASTER TRUST INDENTURE; PROVIDING FOR THE
                  JUDICIAL VALIDATION OF SUCH BONDS; AND
                  PROVIDING AN EFFECTIVE DATE.

       WHEREAS, it is necessary and desirable and in the best interests of the health, safety
and welfare of the residents of the City of Palm Coast, Florida (the "City"), and the landowners
within the Old Kings Road Special Assessment District (the "District") that the City provide for
the acquisition and construction of the widening and related improvements to Old Kings Road
from Highway 100 to Palm Coast Parkway (the "Project"); and

       WHEREAS, the City is authorized pursuant to the provisions of Chapter 166, Part II,
Florida Statutes, as amended, and other applicable provisions of law (the "Act"), the City's
Charter and Ordinance No. 2005-10, enacted by the Council of the City on March 1, 2005, as
amended and supplemented by an Ordinance enacted on June 17, 2008 (collectively, the
"Ordinance"), to undertake the Project; and

       WHEREAS, the City is without adequate, currently available funds to pay the costs of
the Project, and it is necessary and desirable and in the best interests of the City that it borrow
the moneys necessary to accomplish the financing of the Project. The City is authorized
pursuant to the provisions of the Act, the Ordinance and the City's Charter to borrow moneys
necessary to pay the cost of self liquidating projects such as the Project; and

       WHEREAS, the City deems it necessary and desirable to provide for the issuance of the
City of Palm Coast, Florida Special Assessment Bonds, Series 2008 (Old Kings Road Special


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Assessment District), in an amount not to exceed $50,090,000 (the "Assessment Bonds"), in order
to pay all or a portion of the costs of the Project; and

        WHEREAS, the City anticipates receiving the non-ad valorem special assessments (the
"Assessments") levied against properties benefited by the Project (the "Assessed Property")
within the District pursuant to resolutions adopted or to be adopted by the Council (the
"Assessment Resolutions") providing for the levying of such Assessments, and the Assessments
are not pledged or encumbered to pay any other debts or obligations of the City. The City is
authorized pursuant to the provisions of the Act and the Ordinance to pledge the Assessments
to secure the payment of the Assessment Bonds; and

        WHEREAS, the Assessments are estimated to be sufficient to pay the principal and
interest on the Assessment Bonds and to make all other payments required to be made by the
provisions of the Ordinance and this resolution; and.

       WHEREAS, the Project is being constructed as a hybrid urban section roadway the cost
of which exceeds the cost of a rural section roadway which the landowners within the District
agreed to fund through the levy of the Assessments; and

        WHEREAS, the City has agreed to pay the difference in cost between the rural section
roadway and the hybrid urban section roadway and hereby determines to pledge certain
transportation impact fees collected within the City that are legally available for such purpose
(the "Impact Fees") to pay the difference in cost of the Project and hereby grants a lien thereon
for the benefit, protection and security of the Assessment Bonds; and

        WHEREAS, the Assessment Bonds shall not be or constitute general obligations or
indebtedness of the City as "bonds" within the meaning of any provision of the Constitution of
the State, but shall be and are hereby declared to be special, limited obligations of City, the
principal and interest on which is payable from and secured solely by the Assessments in the
manner provided herein and in the Master Trust Indenture (the "Indenture"), the form of which
is attached hereto as Exhibit A, and made a part hereof, between the City and Branch Banking
and Trust Company, as Trustee, appointed herein, and the Impact Fees if and when received.
No owners of any Assessment Bonds shall ever have the right to require or compel the City to
levy taxes on any real property of or in City to pay the principal or interest on the Assessment
Bonds, or to make any of the required sinking fund, reserve or other payments provided for
herein and in the Indenture. Furthermore, neither the Assessment Bonds nor the principal and
interest thereon, shall be or constitute a lien upon the Project or upon any other property of or
in City, other than the Assessments and the Impact Fees in the manner provided in this
resolution and in the Indenture; and

       WHEREAS, the City deems it necessary and desirable to authorize and approve the
form of Indenture to be entered into between the City and the Trustee, and such other
documents to be executed and delivered in connection with the Assessment Bonds and such
other acts necessary for the delivery of the Assessment Bonds, and to provide for the judicial



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validation of the Assessment Bonds pursuant to the Ordinance and Chapter 75, Florida Statutes;

     NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PALM COAST, FLORIDA, AS FOLLOWS:

       Section 1. Authorization of Resolution. This resolution is adopted pursuant to the
provisions of the Act and the Ordinance.

        Section 2. Authorization of Assessment Bonds. The Assessment Bonds are hereby
authorized to be issued in an aggregate principal amount not to exceed $50,090,000 to finance
the costs of the Project.

        Section 3. Certain Details of the Assessment Bonds. The Assessment Bonds, and the
interest thereon, shall not be deemed to constitute a debt, liability or obligation of the City or of
the State of Florida (the "State"), or any political subdivision thereof, but shall be payable solely
from the Assessments and, as collected, the Impact Fees, as set forth in the Indenture, and
neither the faith and credit nor any taxing power of the City, the State, or any political
subdivision thereof, is pledged to the payment of the principal of or interest on the Assessment
Bonds.

         The Assessment Bonds shall:

                  (i)      be issued in an aggregate principal amount not to exceed $50,090,000;

                (ii)   be issued in fully registered form in such principal denominations as
         provided in the Indenture;

                 (iii) bear interest at an average annual rate not exceeding the maximum rate
         as may then be permitted by the laws of the State as more particularly provided in a
         resolution adopted by the City prior to the issuance and delivery of the Assessment
         Bonds;

                  (iv)     be payable in not more than thirty (30) annual principal installments; and

                (v)    be dated as provided in a resolution adopted by the Council prior to the
         issuance and delivery thereof.

        The final maturity date or dates of the Assessment Bonds and the interest rate or rates
thereon shall be determined, within the foregoing limits, and any optional, mandatory and
extraordinary redemption provisions thereof shall be fixed by the Indenture hereinafter referred
to, as supplemented from time to time, or by one or more resolutions of the City to be adopted
prior to the delivery of the Assessment Bonds. In other respects, the Assessment Bonds shall be
in the form, shall be executed and authenticated, shall be subject to replacement and shall be
delivered as provided in the Indenture hereinafter referred to, the form of which is set out as
Exhibit "A" attached hereto.



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        Prior to the issuance and delivery of the Assessment Bonds, the City shall have
undertaken and, to the extent then required under applicable law, completed all necessary
proceedings, including, without limitation, the approval of assessment rolls, the holding of
public hearings, the adoption of resolutions and the establishment of all necessary collection
proceedings, in order to levy and collect Special Assessments upon the lands within the District
subject to assessment, all as more specifically required and provided for by the Act, the
Assessment Resolutions and Chapter 197, Florida Statutes, as the same may be amended from
time to time, or any successor statutes thereto.

        The City has determined to pay the portion of the Project related to the cost differential
in building the Project as a hybrid urban roadway and to pledge the Impact Fees and grant a
lien thereon for the benefit, protection and security of the Assessment Bonds and shall proceed
diligently to collect and impose such Impact Fees as more fully set forth in the Indenture.

        Section 4. Authorization of Execution and Delivery of Master Trust Indenture. The
City does hereby authorize and approve the execution by the Mayor and Clerk of a Master
Trust Indenture (the "Indenture") for the Assessment Bonds, between the City and the trustee
appointed pursuant to Section 6 of this Resolution (the "Trustee"). The Indenture shall provide
for the security of the Assessment Bonds and express the contract between the City and the
owners of such Assessment Bonds. The Indenture shall be in substantially the form thereof
attached hereto and marked Exhibit "A" and hereby approved, with such changes therein as are
necessary or desirable to reflect the terms of the sale of the Assessment Bonds as shall be
approved by the Mayor executing the same, with such execution to constitute conclusive
evidence of the Mayor’s approval and the District's approval of any changes therein from the
form of Indenture attached hereto.

       Section 5. Sale of Assessment Bonds. Pursuant to the provisions of the Ordinance,
the Assessment Bonds may be delivered in payment of all or a portion of the purchase price of
the Project or may be sold at public or private sale after such advertisement, if any, as the
Council may deem advisable but in no event at less than 96 percent of the par value thereof,
together with accrued interest thereon, in conformance with the provisions of the Act and the
Ordinance.

       Section 6. Appointment of Trustee. Branch Banking and Trust Company is hereby
appointed as Trustee under the Indenture. The Trustee shall also serve as the Paying Agent,
Registrar and Authenticating Agent under the Indenture.

       Section 7. Bond Validation. The City Attorney and Bond Counsel to the City are
hereby authorized and directed to take appropriate proceedings in the Circuit Court of the
Seventh Judicial Circuit of Florida, in and for Flagler County, Florida, for validation and the
proceedings incident thereto for the Assessment Bonds to the extent required by and in
accordance with Chapter 75, Florida Statutes. The Mayor, members of the Council and any
other officer or employee of the City designated by the Council is authorized to offer testimony
in any such proceedings for and on behalf of the District. Agents and employees of the City,



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including, without limitation, the City Manager, the engineer or engineering firm serving as
engineer to the City, and the City’s Financial Advisor are hereby also authorized to offer
testimony for and on behalf of the City in connection with any such validation proceedings.

        Section 8. Authorization and Ratification of Prior and Subsequent Acts. The Mayor,
Clerk, City Manager and other agents and employees of the City, as necessary, are hereby
authorized and directed to do all such acts and things and to execute all such documents,
including, without limitation, the execution and delivery of any closing documents, as may be
necessary to carry out and comply with the provisions of this resolution, the Indenture, and all
of the acts and doings of such officials, which are in conformity with the intent and purposes of
this resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified,
confirmed and approved.

       Section 9. Subsequent Resolution(s) Required. Notwithstanding anything to the
contrary contained herein, no series of Assessment Bonds may be issued or delivered until the
City adopts a subsequent resolution and/or supplemental indenture for each such series fixing
the details of such series of Assessment Bonds remaining to be specified or delegating the City
Manager the authority to fix such details.

        Section 10. 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.




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       Section 11. 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 17th day of June, 2008.

                                            CITY OF PALM COAST, FLORIDA



                                            ________________________________________
                                            MAYOR
ATTEST:

__________________________________
CITY CLERK



Approved as to form and legality for use
and reliance upon by the City of Palm Coast, Florida.

____________________________
CITY ATTORNEY




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                                     EXHIBIT A

                           FORM OF MASTER TRUST INDENTURE




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