RESOLUTION NO. 2016-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM COAST, FLORIDA, APPROVING, FOR THE PURPOSES OF SECTION 147(F) OF THE INTERNAL REVENUE CODE, THE ISSUANCE BY THE CAPITAL TRUST AGENCY OF ITS SENIOR HOUSING REVENUE BONDS (TUSCAN GARDENS OF PALM COAST SENIOR LIVING FACILITY), SERIES 2016, IN ONE OR MORE SERIES, EITHER TAXABLE OR TAX-EXEMPT, PURSUANT TO A PLAN OF FINANCE, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $45,000,000, FOR THE PURPOSE OF FINANCING THE COSTS OF SUCH FACILITY; APPROVING, SOLELY FOR PURPOSES OF FLORIDA INTER-GOVERNMENTAL COOPERATION AND THE EXERCISE OF EXTRA-TERRITORIAL POWERS, THE ABILITY OF THE CAPITAL TRUST AGENCY TO ISSUE THE BONDS TO FINANCE THE SENIOR LIVING FACILITY; AFFIRMING THE PURPOSE AND FUNCTION OF TUSCAN GARDENS OF PALM COAST PROPERTIES, LLC; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Capital Trust Agency (the “Issuer”) proposes to issue a principal amount not exceeding $45,000,000 of its Senior Housing Revenue Bonds (Tuscan Gardens of Palm Coast), Series 2016 (the “Bonds”), the proceeds of which will be loaned to Tuscan Gardens of Palm Coast Properties, LLC, a Florida limited liability company, and/or one or more of its affiliates (as applicable, the “Borrower”), for the purpose of financing or refinancing, including through reimbursement, the acquisition, construction, development, installation and equipping of a senior living facility, including related facilities, fixtures, furnishings and equipment and comprised of approximately 108 assisted living units and approximately 44 memory care units to be known as Tuscan Gardens of Palm Coast Senior Housing Project (the “Senior Living Facility”), located on an approximate 72-acre site at the South West Corner of Colbert Lane and Blare Drive, Palm Coast, Florida (the “City”), in the State of Florida (the “State”); and

WHEREAS, in order to finance the costs of the Senior Living Facility from the proceeds of the Bonds on a tax-exempt basis, it is necessary to hold a public hearing and approve the issuance of the Bonds for the purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, pursuant to Florida law, the issuance of the Bonds to finance a project located outside of the jurisdictional limits of the Issuer requires the approval of the City for purposes of Florida inter-governmental cooperation; and

WHEREAS, a public hearing was held by the City Council on the date hereof, following notice by publication in The Daytona Beach News-Journal on August 1, 2016, (the “Notice”), during which comments and discussions concerning the plan of finance concerning the issuance of the Bonds by the Issuer to finance the Senior Living Facility were requested and heard, as required by Section 147(f) of the Code; and

WHEREAS, the Borrower has requested the City Council approve the issuance of the Bonds for purposes of Section 147(f) of the Code and for purposes of permitting the Issuer finance or refinance the Senior Living Facility within the jurisdiction of the City, and the Issuer has recommended to the City Council that the City Council so approve; and

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PALM COAST, FLORIDA, as follows:

SECTION 1. Findings. The City Council hereby finds, determines and declares as follows:

A.  Pursuant to the Notice published in The Daytona Beach News-Journal, a newspaper of general circulation in the City, a public hearing was held before the City Council, as required by Section 147(f) of the Code. The Notice provides a reasonable opportunity for interested persons to express their views, both orally and in writing, on the proposed issuance of the Bonds, the maximum aggregate face amount of obligations to be issued, and the location and nature of the Senior Living Facility. A proof of publication of such Notice and minutes of such public hearing will be kept on file with the Clerk and is hereby incorporated herein by reference.

B.  The City Council is the elected legislative body of the City, and the City has jurisdiction over the entire area in which the Senior Living Facility is or will be located.

C.  The City Council has determined, based solely upon representations of the Borrower, that the issuance of the Bonds to finance the Senior Living Facility: (i) is appropriate to the needs and circumstances of, and will make a significant contribution to, the economic growth of the City; (ii) will provide or preserve gainful employment; (iii) will preserve a public purpose by advancing the economic prosperity, the public health, and the general welfare of the State and its people and (iv) that the Senior Living Facility will serve a public purpose by providing housing for the elderly.

D.  Based solely upon representations of the Borrower, the City Council has further determined that the City will be able to cope satisfactorily with the impact of the Senior Living Facility and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair, and maintenance of the Senior Living Facility and on account of any increases in population or other circumstances resulting therefrom.

SECTION 2. Approval for Purposes of Section 147(f) of the Code. For the purposes of Section 147(f) of the Code, the City Council hereby approves the issuance of the Bonds by the Issuer in one or more series, either taxable or tax-exempt, in an aggregate principal amount not exceeding $45,000,000.

SECTION 3. Limited Approval for Purposes of Florida Inter-Governmental Cooperation and the Exercise of Extra-Territorial Powers.

A.  For the purposes of Florida inter-governmental cooperation, the City does hereby agree that the Issuer is hereby authorized to issue the Bonds in an aggregate principal amount not exceeding $45,000,000, and to loan the proceeds thereof to the Borrower to finance or refinance the Senior Living Facility. The Issuer is hereby authorized to exercise all powers relating to the issuance of the Bonds vested in the City pursuant to the Constitution and the laws of the State and to do all things within the jurisdiction of the City which are necessary or convenient for the issuance of the Bonds and the financing or refinancing of the Senior Living Facility to the same extent as if the City were issuing its own obligations for such purposes without any further authorization from the City to exercise such powers or to take such actions. It is the intent of this Section 3(A) that the Issuer be vested, to the maximum extent permitted by law, with all powers which the City might exercise with respect to the issuance of the Bonds and the lending of the proceeds thereof to the Borrower to finance or refinance the Senior Living Facility in the City as though the City were issuing such Bonds as its own special limited obligation.

B.  The Issuer shall take all actions it deems necessary or appropriate in connection with the issuance of the Bonds, including, in its discretion, the preparation, review, execution and filing with government agencies of certificates, opinions, agreements and other documents to be delivered at the closing of the Bonds and the establishment of any funds and accounts pursuant to a financing agreement related to the Bonds. Neither the Issuer nor the City shall be liable for the costs of issuing the Bonds or the costs incurred by any of them in connection with the preparation, review, execution or approval of any documentation or opinions required to be delivered in connection therewith by the Issuer or the City or counsel to any of them. All of such costs shall be paid from the proceeds of the Bonds or from other moneys of the Borrower.

C.  The Bonds shall not constitute an indebtedness or liability of the Issuer or the City. The Bonds when issued, and the interest thereon, shall be limited and special obligations of the Issuer payable solely from certain revenues and other amounts pledged thereto by the terms thereof.

SECTION 4. Payment of Fees and Costs by Borrower. The fees and expenses of the City shall be paid by the Borrower in the manner and to the extent mutually agreed upon by the officials of the City and the Borrower prior to issuance of the Bonds.

SECTION 5. No Liability. The City shall have no obligation with respect to the Bonds, and the approval given herein by the City Council shall not be deemed or construed to create any obligation or liability, pecuniary or otherwise, of the City, in connection with either the Bonds or the Senior Living Facility in any respect whatsoever and the Issuer shall so provide in the documents related to the issuance of the Bonds. The general credit or taxing power of the City and the State or any political subdivision or public agency thereof shall not be pledged to the payment of the Bonds. No statement, representation or recital made herein shall be deemed to constitute a legal conclusion or a determination by the City that any particular action or proposed action is required, authorized or permitted under the laws of the State or the United States.

No recourse under or upon any obligation, covenant or agreement of this Resolution or the Bonds, or for any claim based thereon or otherwise in respect thereof, shall be had against any City Council Members, the Mayor, the City Manager, the City Clerk, the Finance Director, the City Engineer and the City Attorney, or any other City staff, as such, past, present or future, either directly or through the City, it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the City Council Members, the Mayor, the City Manager, the City Clerk, the Finance Director, the City Engineer or the City Attorney or any other City Staff, as such, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such City Council Member, the Mayor, the City Manager, the City Clerk, the Finance Director, the City Engineer or the City Attorney or any other City staff, as such, are waived and released as a condition of, and as a consideration for, the execution of this Resolution on the part of the City.

SECTION 6. Limited Approval. This approval is solely for the purpose of Section 147(f) of the Code. The approval given herein shall not be construed as (i) an endorsement of the creditworthiness of the Borrower or the financial viability of the Project, (ii) a recommendation to any prospective purchaser to purchase the Bonds, (iii) an evaluation of the likelihood of the repayment of the debt service on the Bonds, or (iv) approval of any necessary rezoning applications or approval or acquiescence to the alteration of existing zoning or land use nor approval for any other regulatory permits relating to the Project, and the Council shall not be construed by reason of its adoption of this Resolution to make any such endorsement, finding, or recommendation or to have waived any right of the City Council or to have estopped the City Council from asserting any rights or responsibilities it may have in such regard. Further, the approval by the City Council of the issuance of the Bonds by the Issuer shall not be construed to obligate the City to incur any liability, pecuniary or otherwise, in connection with either the issuance of the Bonds or the acquisition and construction of the Project, and the Issuer shall so provide in the financing documents setting forth the details of the Bonds.

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SECTION 7. Effective Date. This Resolution shall take effect immediately upon its adoption.

DULY PASSED AND ADOPTED by the City Council of the City of Palm Coast, Florida this 16th day of August 2016.

CITY OF PALM COAST, FLORIDA

(SEAL)

Jon Netts, Mayor

ATTEST:

Virginia A. Smith, City Clerk

APPROVED AS TO FORM AND LEGALITY:

William E. Reischmann, Jr., Esq.

City Attorney

Resolution 2016-____

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