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A RESOLUTION OF THE BOARD OF DIRECTORS OF THE POMPANO BEACH FINANCE CORPORATION APPROVING THE FORM OF A GROUND LEASE AGREEMENT, AND AUTHORIZING THE EXECUTION OF A GROUND LEASE AGREEMENT IN CONNECTION WITH EACH SERIES PROJECT, AS MORE FULLY DESCRIBED HEREIN; APPROVING THE FORM, AND AUTHORIZING THE EXECUTION, OF A MASTER TRUST AGREEMENT TO PROVIDE FOR THE ISSUANCE FROM TIME TO TIME THEREUNDER OF ONE OR MORE SERIES OF CERTIFICATES OF PARTICIPATION, AS MORE FULLY DESCRIBED HEREIN; APPROVING THE FORM OF A SUPPLEMENTAL TRUST AGREEMENT, SUPPLEMENTING THE MASTER TRUST AGREEMENT, AND AUTHORIZING THE EXECUTION OF A SUPPLEMENTAL TRUST AGREEMENT RELATING TO ONE OR MORE SERIES OF CERTIFICATES OF PARTICIPATION TO BE ISSUED PURSUANT TO THE MASTER TRUST AGREEMENT AND AUTHORIZED HEREIN; AUTHORIZING THE ISSUANCE, IN ONE OR MORE SERIES OF TAX EXEMPT AND/OR TAXABLE CERTIFICATES OF PARTICIPATION EVIDENCING AN UNDIVIDED PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN BASIC RENT PAYMENTS TO BE MADE UNDER A MASTER LEASE-PURCHASE AGREEMENT (CIVIC FACILITIES MASTER LEASE PROGRAM) BY THE CITY OF POMPANO BEACH, FLORIDA, SUBJECT TO THE PARAMETERS SET FORTH HEREIN, INCLUDING THAT THE AGGREGATE PRINCIPAL AMOUNT OF SUCH CERTIFICATES SHALL NOT EXCEED $137,000,000, ALL AS MORE FULLY DESCRIBED HEREIN; PROVIDING FOR THE APPOINTMENT OF A TRUSTEE UNDER THE MASTER TRUST AGREEMENT, AS SUPPLEMENTED; APPROVING THE FORM, AND AUTHORIZING EXECUTION, OF A MASTER LEASE-PURCHASE AGREEMENT (CIVIC FACILITIES MASTER LEASE PROGRAM) RELATING TO THE SERIES PROJECTS; APPROVING THE FORM, AND AUTHORIZING EXECUTION, OF A LEASE SCHEDULE TO BE DELIVERED IN CONNECTION WITH EACH SERIES PROJECT; APPROVING THE FORM, AND AUTHORIZING EXECUTION, OF AN ASSIGNMENT OF LEASE AGREEMENT; APPROVING THE FORM, AND AUTHORIZING EXECUTION, OF AN ASSIGNMENT OF GROUND LEASE AGREEMENT TO BE DELIVERED IN CONNECTION WITH EACH GROUND LEASE; AUTHORIZING THE DELEGATED, NEGOTIATED SALE OF EACH SERIES OF THE CERTIFICATES OF PARTICIPATION (CIVIC FACILITIES MASTER LEASE PROGRAM) SPECIFICALLY AUTHORIZED HEREIN AND ESTABLISHING CERTAIN PARAMETERS OF SUCH SALE; APPROVING THE FORM, AND AUTHORIZING THE EXECUTION, OF A CERTIFICATE PURCHASE CONTRACT RELATING TO EACH SERIES OF THE CERTIFICATES OF PARTICIPATION (CIVIC FACILITIES MASTER LEASE PROGRAM) SPECIFICALLY AUTHORIZED HEREIN, SUBJECT TO THE PARAMETERS SET FORTH HEREIN; AUTHORIZING OBTAINING A COMMITMENT FOR A MUNICIPAL BOND INSURANCE POLICY AND/OR RESERVE ACCOUNT SURETY BOND SECURING A SERIES OF THE CERTIFICATES OF PARTICIPATION (CIVIC FACILITIES MASTER LEASE PROGRAM) SPECIFICALLY AUTHORIZED HEREIN AND THE EXECUTION OF RELATED AGREEMENTS WITH THE INSURER; APPROVING A FORM OF PRELIMINARY OFFERING STATEMENT AND AUTHORIZING EXECUTION AND DELIVERY OF A FINAL OFFERING STATEMENT AND RELATED MATTERS RELATING TO EACH SERIES OF THE CERTIFICATES OF PARTICIPATION (CIVIC FACILITIES MASTER LEASE PROGRAM) SPECIFICALLY AUTHORIZED HEREIN; APPROVING THE FORM, AND AUTHORIZING EXECUTION, OF A CONTINUING DISCLOSURE CERTIFICATE AND RELATED MATTERS RELATING TO EACH SERIES OF THE CERTIFICATES OF PARTICIPATION (CIVIC FACILITIES MASTER LEASE PROGRAM) SPECIFICALLY AUTHORIZED HEREIN; AUTHORIZING ALL REQUIRED ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES OF CERTIFICATES OF PARTICIPATION (CIVIC FACILITIES MASTER LEASE PROGRAM) SPECIFICALLY AUTHORIZED HEREIN; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE.
(Fiscal Impact: NA)
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(Staff Contact: Suzette Sibble)
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Summary Explanation/Background:
The Pompano Beach Finance Corporation (the “Corporation”) was formed solely for the purpose of facilitating lease-purchase arrangements. The sole member of the Corporation is the City. The sole members of the Board of Directors of the Corporation are, ex-officio, the members of the City Commission of the City from time to time. The Mayor serves as the President of the Corporation, the Vice-Mayor serves as the Vice-President of the Corporation, the Finance Director serves as the Treasurer of the Corporation and the City Clerk serves as the Secretary of the Corporation. The Corporation only has a nominal role in any lease-purchase financing. It is required to have an annual meeting to elect Board members and officers. In addition, the Corporation, by resolution, is required to approve the various documents to which it will be a party in connection with the financing of any project. The administrative costs associated with the Corporation are nominal. The City currently has certificates outstanding related to the Pier Parking Garage Project, which represent the only lease-purchase financing arrangement currently involving the Corporation. The arrangement is unrelated to the master lease-purchase financing structure for the civic buildings for the Downtown Project.
To facilitate the master lease-purchase financing structure for the civic buildings related to the new Downtown, the Corporation is being requested to adopt a resolution on the date (June 10, 2025) of enactment of the Authorizing Ordinance of the City Commission which, among other matters, addresses the matters in the Authorizing Ordinance and provides for the execution and delivery by the Corporation, where applicable, of the financing documents and instruments described above to which it is a party, each substantially in the respective form attached to the resolution (the same forms are attached to the Authorizing Ordinance). The 2nd reading for the Authorizing Ordinance for the COPs will be considered on June 10th. The Corporate resolution to be approved by the Corporation will be considered at the Corporation’s annual meeting, also to be held on June 10th. Please see attached agenda memorandum for additional information.
Origin of request for this action: City of Pompano Beach
Fiscal impact and source of funding: NA
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