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4. 09/22/1994 Agreement JBannp 1.. Itolbagt BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (305) 289-6027 CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 BRANCH OFFICE 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 MEMORANDUM TO: James Roberts County Administrator Ruth Ann Jantzen, Deputy Clerk ~A;. FROM: DATE: March 6, 1995 As you know, on September 22, 1994, the Board of County Commissioners granted approval and authorized execution of a Contract between Monroe County and Public Financial Management, Inc., to provide financial services to Monroe County. Enclosed please find a fully executed duplicate original of the above document for return to Public Financial Management, Inc. If you have any questions regarding the above, please do not hesitate to contact this office. Enclosure cc: County Attorney Finance File -' FINANCIAL ADVISORY SERVICES AGREEMENT This Agreement is made and entered into this 22nd day of September, 1994, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "County," and PUBLIC FINANCIAL MANAGEMENT, INC., a wholly owned subsidiary of Marine Midland Bank, Inc. N.A., authorized to do business in the State of Florida, hereinafter referred to as "Financial Advisor" or "PFM." ""> ii. ~ ~~ .\d ==- -~ UJ ::: WIT N E SSE T H: r~Q]:::; WHEREAS, the County issued a Request for Proposal ~~i~an!1 :if Advisory Services and PFM was selected by the Board;'~f:::)Co~ty .:J:; --.- "b ::tJ Commissioners; and .:::J' I\J:-"" "" . r: . -: 0 WHEREAS, PFM has served the County since 1986; and O\;g WHEREAS, Monroe County has annually extended said contract; and WHEREAS, the County and PFM have mutually agreed to extend services under the same scope of services; NOW, THEREFORE, in consideration of the above-mentioned premises and for the purposes of this Agreement and the various covenants, conditions, terms and provisions, the parties hereto agree as follows: I. SCOPE OF SERVICES PFM shall provide, upon request of the County Administrator or County Commission, services related to financial planning and policy development and services related to debt issuance. The services provided shall include but not necessarily be limited to the following: 1 . Services related to the Financial Planning and Policy Development upon reauest of the County: (a) Assist the County in the formulation of Financial and Debt Policies and Administrative Procedures. (b) Review current debt structure, identifying strengths and weaknesses of structure so that future debt issues can be structured to maximize ability to finance future capital needs. This will include, but not be limited to, reviewing existing debt for the possibility of refunding that debt to provide the County with savings. (c) Analyze future debt capacity to determine the County's ability to raise future debt capital. (d) Assist the County in the development of the County's Capital Improvement program by identifying sources of capital funding for infrastructure needs. (e) Assist the County with the development of the County's Financial Plan by assessing capital needs, identifying potential revenue sources, analyze financing alternatives such as pay-as-you- go, lease/purchasing, short-term vs. long-term financing, assessments, user fees, impact fees, developer contributions, public/private projects, and grants and provide analysis of each alternative as required as to the budgetary and financial impact. (f) Review the reports of accountants, independent engineers and other project feasibility consultants to ensure that such studies adequately address technical, economic, and financial risk factors affecting the marketability of any proposed revenue debt issues; provide bond market assumptions necessary for financial projections included in these studies; attend all relevant working sessions regarding the preparations, review and completion of such independent studies; and provide written comments and recommendations regarding assumptions, analytic methods, and conclusions contained therein. (g) Develop, manage and maintain computer models for long- term capital planning which provide for inputs regarding levels of ad valorem and non-ad valorem taxation, growth rates by operating revenue and expenditure item, timing, magnitude and cost of debt issuance, and project operating and capital balances, selected operating and debt ratios and other financial performance measures as may be determined by the County. 2 (h) Provide debt services schedules reflecting varying interest rates, issue sizes, and maturity structures as these are needed for feasibility consultants or for related County fiscal planning. (i) Attend meetings with staff, consultants and County Commission. The County will make a reasonable effort to schedule meetings and consolidate issues to minimize the travel inconvenience to PFM. (j) Review underwriter's proposals and submit a written analysis of same to the County. (k) Undertake any and all other financial planning and policy development assignments made by the County regarding bond and other financings, and financial policy including budget, tax, cash management issues and related fiscal policy and programs. (I) Assist the County in preparing financial presentations for public hearings and/or referendums. (m) Provide special financial services as requested by the County. 2. Services Related to Debt Transactions (Includes short-term financinas notes, loans, letters of credit. line of credit and bonds). Upon the reQuest of the County: (a) Analyze financial and economic factors to determine if the issuance of bonds is appropriate (b) Develop a financing plan in concert with County's staff which would include recommendations as to the timing and number of series of bonds to be issued. (c) Assist the County by recommending the best method of sale, either as a negotiated sale, private placement or a public sale. In a public sale, make recommendation as to the determination of the best bid. In the event of a negotiated sale, assist in the solicitation, review and evaluation of any investment banking proposals, and provide advice and information necessary to aid in such selection. (d) Advise as to the various financing alternatives available as to the County. 3 (e) Develop alternatives related to Debt Transactions including evaluation of revenues available, maturity schedule and cash flow requirements. (f) Identify key bond features and advise provisions regarding security, reserve fund, flow of funds, redemption provisions, additional parity debt test, etc. (g) Evaluate benefits of Bond Insurance and/or security insurance for Debt Reserve Fund. (h) If appropriate, develop credit rating presentation and coordinate with the County the overall presentation to rating agencies. (i) Assist the County in the procurement of other services relating to debt issuance such as Printing, Paying Agent, Registrar, etc. (j) Review the reports of accountants, independent engineers and other project of feasibility consultants as requested to ensure that such studies adequately address technical, economic and financial risk factors affecting the marketability of any proposed revenue debt issue; provide bond market assumptions necessary for financial projections included in these studies; and provide written comments regarding assumptions, analytical methods, and conclusions contained therein. (k) Identify key bond covenant features and advise on provisions to be included in bond resolutions regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt test, etc.; review and comment on successive drafts of bond resolutions. (I) Review the requirements and submit analysis of Insurance, rating agencies and other professionals as they pertain to the County's obligation. (m) Review the terms, conditions and structure of any proposed debt offering undertaken by the County and provide suggestions, modifications and enhancements where appropriate and necessary to reflect the constraints or current financial policy and fiscal capability. 4 (n) Prepare the preliminary and final official statement and coordinate with the County the appropriate data, disclosure information and pertinent factors regarding the County and the proposed financing program. (o) Provide regular updates of tax-exempt bond market conditions and advise the County as to the most advantageous timing for issuing its debt. (p) Advise the County on the condition of the bond market at the time of sale, including volume, timing considerations, competing offerings, and general economic considerations. (q) Assist and advise the County in negotiations with investment banking groups regarding fees, pricing of the bonds and final terms of any security offering, and make in writing definitive recommendations regarding a proposed offering. Provide assurance that the pricing of the bonds is the lowest price based on existing market conditions. If the bond issue is competitive, the services of the financial advisor will be modified to reflect that process. 3. Special Services. Upon reQuest of the County: PFM shall provide, which shall included but not be limited to, the following: 1. Impact fee financial analysis 2. Grantmanship 3. Rate analysis 4. Management analysis 5. Referendum assistance 6. Legislative initiatives II. WORK SCHEDULE The services of the Financial Advisor are to commence as soon as practicable after the execution of this Agreement and a request by the County for such services, and shall be undertaken for each financial transaction or project and completed as to assure completion in a manner and time which are in accordance with the purpose of this Agreement. 5 Services which are not related to a particular transaction shall be completed as agreed between the County and the Financial Advisor. III. FINANCIAL ADVISORY COMPENSATION For the services described, PFM's professional fees and expenses shall be paid as follows: 1. For services related to financial planning and policy development: The County shall pay PFM $2,500 monthly for unlimited service. 2. For services related to Debt Transaction, (including Bonds but excluding resource recovery) PFM shall receive $1.00 per $1,000 of debt issued with a minimum transaction fee of $20,000 per transaction. For a refunding PFM's fee will be an additional $2,500 and for a competitive issue, PFM's fee will be an additional $7,500 per transaction per service. 3. For services related to Special Services, PFM shall receive an hourly rate as outlined below: HOURLY RATE FEE Managing Director Senior Managing Consultant Managing Consultant Consultant Analyst Clerical Administrative Reimbursable Expenses $175.00 $1 60.00 $150.00 $130.00 $110.00 No Charge No Charge In addition to the above, PFM will be compensated for necessary, reasonable, and documented out-of-pocket expenses incurred for travel, meals, lodging as in the amounts authorized by Section 112.061, Florida Statutes, telephone, mail and other ordinary cost for graphics, printing, data processing and computer time which are incurred by PFM. Appropriate documentation will be provided. 6 For services and expenses related to financial planning, PFM will invoice the County monthly. For services related to Debt Transaction, the County will be invoiced upon completion of the transaction to be paid from the proceeds of the financing. The County and the Financial Advisor reserve the right, during the term of this Agreement, to review the method of compensation. IV. TERMS AND TERMINATION This agreement shall be for a term of one year commencing upon the date first written above. V. ASSIGNABILITY The Financial Advisor shall not assign any interest in this Agreement or subcontract any of the work performed under the Agreement and shall not transfer any interest in the same without the prior written consent of the County. VI. INFORMATION TO BE FURNISHED TO THE FINANCIAL ADVISOR All information, data, reports, and records in the possession of the County necessary for carrying out the work to be performed under this Agreement shall be furnished to the Financial Advisor without charge by the County, and the County shall cooperate with the Financial Advisor in every way possible. VII. NOTICES When either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving notice, to-wit: 7 FOR MONROE COUNTY: Mr. James L. Roberts County Administrator 5100 College Road Public Service Building, Wing II Key West, FL 33040 FOR THE FINANCIAL ADVISOR: Ms. Lavon P. Wisher, Managing Director Public Financial Management, Inc. 5900 Enterprise Parkway Fort Myers, FL 33905 VIII. TITLE TRANSFER The products of this Agreement shall be the sole and exclusive property of the County upon completion or other termination of this Agreement. The Financial Advisor shall deliver to the County copies of any and all material pertaining to this Agreement. IX. FINANCIAL ADVISOR'S REPRESENTATIVES A. Assignment of Named Individuals The following named individuals from PFM shall provide the services set forth in this Agreement: Lavon Wisher, Managing Director, Engagement & Project Manager Phillip N. Brown, Senior Managing Consultant Rick W. Patterson, Senior Managing Consultant David C. Miller, Managing Consultant Jerry L. Wright, Managing Consultant Lydia Brown, Consultant Pamela Holton, Consultant Patricia Garrett, Financial Analyst 8 B. Changes in Staff Requested by the County The County has the right to request, for any reason, PFM to replace any member of the advisory staff. Should the County make such a request, PFM shall promptly suggest a substitute for approval by the County. X. INSURANCE AND INDEMNIFICATION PFM shall indemnify, save and hold the County harmless from any and all claims, suits, judgments or damages of any kind or description including court costs and attorney's fees arising out of PFM's errors, omissions or negligent acts in the performance of this agreement. PFM has a comprehensive insurance program (self-insurance) for all types of coverage including, but not limited to comprehensive general liability, professional liability, automobile liability and worker's compensation. PFM will provide an insurance certificate upon request. XI. FINANCIAL ADVISOR'S REPRESENTATIVES PFM shall provide all insurance coverages as required by the County. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. By: .&d..ht?f"'~r Dep Cle BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA (\~~~~ BY:~ j -;:TA May Chairman (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK PUBLIC FINANCIAL MANAGEMENT, INC. . ;/ By: cR1M9?\> C? Itk.1hAJ Managing Director 9 blCONS/pfm.doc ,. SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(8), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS,FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to Monroe County. Florida (print name of the public entity) by Lavon Wisher, Managing Director (print individual's name and title) for Public Financial Management. Inc. (print name of entity submitting sw"m statement) whose business address is ~qOO F.nrprpri~p PArkWAY Fort Myers. FT. 11qO~ and (if applicable) its Federal Employer Identification Number (FEIN) is ? 11 q q ? 1 F,a (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: .) 2. I understand that a "public entity crime" as defined in Paragraph 28".133(I)(g)~ Florida Statutes. means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision 9f any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeerint, conspiracy, or material misrepresentation. 3. I understand that"convicted" or "conviction" as defined in Paragraph 287.133(I)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, a. a result of a jury verdict, nonjury trial, or entry of 8 plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133(I)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or pooling of equipment or income among persons when not for fair market value under an afln's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(l)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. /6.' Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] ~ Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ The entity submitting this sworn statement, nor any of its officers, directors, exectutives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1,1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FORTHE PUBLIC ENTITY IDENTIFIED ON PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACf IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED INSECfION287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. cfa1J:OYl {f> u.W uAJ [signature] Sworn to and subscribed before me this ~ day of vfna0L 0/~/ Personally kno OR Produced identification (Type of identification) (Printed d or stamped commissioned name of notary public) l<!LL V ANN \.. MY COMMISSION' CC 418149 ~~j EXPIRES: ()ctober 13. 1998 ~,,<l aonded ThRl NobIrY NIllC UnderMlt8l'8 Form PUR 7068 (Rev. 06/11/92)