1. 06/20/1986 AgreementFINANCIAL ADVISORY AGREEMENT
This Agreement, made and entered into this 20 day of JUNE ,
1986, by and between the County of Monroe, Florida (hereinafter called the
"County") and Public Financial Management, Inc., a wholly owned subsidiary
of Marine Midland Bank, Inc., N.A. (hereinafter called the "Financial
Advisor or "PFM") sets forth the terms and conditions under which the
Financial Advisor shall provide services to the County.
WHEREAS, the County is desirous of obtaining the services of a
financial advisor in connection with the financing of various capital
improvements and economic development projects.
WHEREAS, the Financial Advisor represents that it is capable of
providing the necessary financial consulting services.
NOW THEREFORE, in consideration of the above mentioned premises and of
the mutual covenants contained herein, the parties hereto agree as
follows:
FINANCIAL ADVISORY SERVICES FOR FINANCING TRANSACTIONS:
The Financial Advisor will provide to the County the following
services:
1. PFM will provide services as required by the County for financial
planning services including the development of an overall financing
plan and other financial and feasibility analysis as requested.
2. Development of a plan of financing for related bond transaction
including evaluation of revenues available for bonding purposes.
3. Carefully review the reports of accountants, independent engineers
and other project or 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;
4. Work with the County's selected Bond Counsel in identifying 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 prepared
by Bond Counsel;
5. Identification of the financing alternatives available to the
county, including fixed and variable rate debt, short-term financing
and financing available through bond banks created within the State of
Florida.
6. Determination of key legal business terms of the bond issue;
7. Develop an aggressive, effective and well -researched credit rating
program, develop credit rating presentation material and coordinate,
if necessary, with County Officials the overall rating agency
presentation;
8. Evaluate the benefits of Bond Insurance;
9. Evaluate the benefits of both competitive and negotiated sales for
each financing;
10. Assist in the solicitation, review and evaluation of any
investment banking proposals, if negotiated, and provide advice and
information necessary to aid in such selection;
11. 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 of current financial policy and fiscal
capability;
12. Prepare the Notice of Sale and requests for bids for a
competitive sale. Review the responses to the request for bids in
order to verify that the bids comply with the stated parameters and to
determine which bid offers the lowest cost of capital to the
County;
13. 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;
14. Provide for the solicitation of printing the official statement
and the forms bid;
15. Assist in all other aspects of the planning, structuring, timing,
execution and closing of the County's bond issues to ensure that the
most favorable financial terms are achieved;
16. Advise the County with respect to the investment of bond
proceeds;
17. Other services required to implement the financing plan.
FINANCIAL ADVISORY COMPENSATION
For the services described above, PFM's professional fees will be
based on a fixed monthly retainer, plus a fixed fee for completed bond
transactions as follows:
Monthly Retainer
PFM to be paid on a flat monthly fee of $2,500.00. Retainer fee to be
reviewed by the County at the end of six (6) months.
Bond Issue Fees
For completed financing transactions of Five Milion Dollars
($5,000,000.00) or more, PFM will receive a fixed fee of $25,000.00.
For completed financing transactions of less than Five Million Dollars
($5,000,000.00), compensation for PFM's services will be included in
the $2,500.00 flat monthly retainer fee.
In addition to the above, PFM will be compensated for reasonable,
documented out-of-pocket expenses incurred for travel, meals and lodging.
PFM will not be compensated for travel from Philadelphia or other offices
to Florida. Reimbursement for travel to Monroe County will be for travel
within Florida. PFM will be reimbursed for any extraordinary cost for
graphics, printing and data processing which are incurred by PFM with prior
approval of the County.
Term and Termination
This agreement shall be in effect for a two-year period unless
cancelled in writing by either party upon thirty (30) days written notice
to the other party. However, in the event the Financial Advisor receives
written notice from the County, the Financial Advisor shall be reimbursed
for its out-of-pocket expenses incurred and shall be entitled to a
reasonable fee for work performed as mutually determined by the County and
the Financial Advisor.
IN WITNESS WHEREOF, the County and Financial Advisor have executed
this Agreement as of the day and year hereinabove written.
For:
Public Financial Management, Inc.
Attested To
Approv as to from:
By:0�-._. -
County Attorney
Board of County Commissioners
Monroe County
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