3. 06/16/1993 AgreementBRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289-6027
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CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
M E M O R A N D U M
To: Tom Brown, County Administrator From: Ruth Ann Jantzen, Deputy Clerk JrsK�/(f�/y//
-
Date: July 8, 1993 p
BRANCH OFFICE
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
On June 16, 1993, the Board of County Commissioners approved
execution of an Agreement between Monroe County and Public
Financial Management, Inc., for financial advisory services.
Attached for return to Public Financial Management, Inc., is a
duplicate original of the subject Agreement, now fully executed
and sealed by all parties.
If you have any questions regarding the above document, please
contact me.
cc: County Attorney
Finance
Risk Management w/o document
File
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AN AGREEMENT BETWEEN MONROE COUNTY AND PUBLIC
FINANCIAL MANAGEMENT, INC. FOR FINANCIAL ADVISORY
SERVICES
This agreement, made and entered into this16& day of June , 1993, by and
between Monroe County, hereinafter called the "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 called the Financial Advisor or
"PFM") sets forth the terms and conditions under which the Financial Advisor shall
provide services.
WITNESSETH
WHEREAS, the County issued a Request for Proposal for Financial Advisory
Services and PFM was selected by the Board of County Commissioners; and
WHEREAS, PFM has served the County since 1986, and;
WHEREAS, Monroe County has extended said contract annually for services, and;
WHEREAS, the County and PFM have mutually agreed to extend services under
the same scope of services and compensation originally negotiated,
NOW, THEREFORE, in consideration of the above mentioned premises and for
the purposes of this Agreement and the various covenants, conditions, terms and
provisions which follow:
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 _n
Development upon request of the County: J w --
• Assist the County in the formulation of Financial anti Debt Palicies ='
and Administrative Procedures.
• Review current debt structure, identifying strengths and weaknesses
of structure so that future debt issues can be structured -to maxwze
ability to finance future capital needs. This will include, but not be
limited to, reviewing existing debt for the possibility of refudding
that debt to provide the County with savings.
Analyze future debt capacity to determine the County's ability to
raise future debt capital.
Page 1
Assist the County in the development of the County's Capital
Improvement program by identifying sources of capital funding for
infrastructure needs.
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 financings, 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.
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.
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.
• 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; and
• 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.
• Review underwriter's proposals and submit a written analysis of
same to the County.
• 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.
• Assist the County in preparing financial presentations for public
hearings and/or referendums.
• Provide special financial services as requested by the County.
Page 2
2.
• Analyze financial and economic factors to determine if the issuance
of bonds is appropriate.
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.
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.
• Advise as to the various financing alternatives available to the
County.
• Develop alternatives related to Debt Transaction including evaluation
of revenues available, maturity schedule and cash flow
requirements.
• Identify key bond features and advise provisions regarding security,
reserve fund, flow of funds, redemption provisions, additional
parity debt test, etc.
• Evaluate benefits of Bond Insurance and/or security insurance for
Debt Reserve Fund.
• If appropriate, develop credit rating presentation and coordinate with
the County the overall presentation to rating agencies.
• Assist the County in the procurement of other services relating to
debt issuance such as Printing, Paying Agent, Registrar, etc.
• 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.
• 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.
Page 3
• Review the requirements and submit analysis of Insurance, rating
agencies and other professionals as they pertain to the County's
obligation.
• 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.
• 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.
• Provide regular updates of tax-exempt bond market conditions and
advise the County as to the most advantageous timing for issuing its
debt.
• 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.
• 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 quest of the County:
PFM shall provide which shall include, but not be limited to, the following:
l .
Impact fee financial analysis
2.
Grantsmanship
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 service, 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.
Services which are not related to a particular transaction shall be completed as
agreed between the County and the Financial Advisor.
Page 4
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 unlimi 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 $25,000 per transaction. For a refunding and
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
$175.00
Senior Managing Consultant
$160.00
Managing Consultant
$150.00
Consultant
$130.00
Analyst
$110.00
Clerical
No Charge
Administrative
No Charge
Reimbursable Exnen
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 and any actual
extraordinary cost for graphics, printing, data processing and computer time
which are incurred by PFM. Appropriate documentation will be provided.
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.
I V . TERMS AND TERMINATION
This agreement shall be for a term of one year commencing upon the date first
written above.
Page 5
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:
FOR MONROE COUNTY:
Mr. Thomas Brown
County Administrator
5400 Junior College Road
Public Service Building Wing H
Stock Island/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 provided the services set forth in
this Agreement:
Lavon Wisher, Managing Director, Client Manager
Stacey Donnelly, Managing Consultant, Project Coordinator
Page 6
TEAM MEMBERS
Matthew Smith, Analyst
Thomas Huestis, Senior Managing Consultant
Rick Patterson, Managing Consultant
David Miller, Managing Consultant
Lydia Brown, Analyst
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.
X I. FINANCIAL ADVISOR'S REPRESENTATIVES
PFM shall provide all insurance coverage as required by the County.
IN WITNESS THEREOF, the County and Financial Advisory have executed this
Agreement as of the day and year herein above written
WA
//(Witness)
PUBLIC ANCIAL MANAGEMENT, INC.
BY:
Managing Director
DATE:
APPROVED AS TO
D LE AL SCJ��
Page 7 By A..�;nc�,
Data ...��_
SWORN STATEMENT UNDER SECTION 287.133(3)(a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO
ADMINISTER OATHS.
1. This sworn statement is submitted with Bid, Proposal or Contract No.
for Financial Advisory Services
2. This sworn statement is submitted by Public Financial Management, Inc
tname of entity submitting sworn statement]
whose business address is 5900 Enterprise Parkway
Ft. Myers, FL 33905 and
(if applicable) its Federal Employer Identification Number (FEIN) is 23-199-2164
(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement
3. My name is Lavon Wisher and my relationship to the
(please print name of individual signing)
entity named above is Managing Director
I understand that a "public entity crime" as defined in Paragraph 287.133(1)(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 with 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 of
any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy,
or material misrepresentation.
5. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(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, as a result of a jury verdict, nonjury
trial, or entry of a plea of guilty or nolo contendere.
6. I understand that an "affiliate" as defined in Paragraph 287.1330)(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, share-
holders, 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 a pooling of equipment or income among
persons when not for fair market value under an arm'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. .
I understand that a "person" as defined in Paragraph 287.133(1)(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.
8. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting
this sworn statement. [Please indicate which statement applies.]
X Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, share-
holders, employees, members, or agents who are active in management of the entity, nor any affiliate of the entity have
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 the officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in 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, AND [Please Indicate
which additional statement applies.]
There has been a proceeding concerning the conviction before a hearing officer of the State of Florida,
Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or
affiliate on the convicted vendor list. [Please attach a copy of the final order.]
The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding
before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by
the hearing officer determined that it was in the public interest to remove the person or affiliate from the
convicted vendor list. [Please attach a copy of the final order.]
The person or affiliate has not been placed on the convicted vendor list. [Please describe any action taken
by or pending with the Department of General Services.) ';
[signature]
Date: June 8, 1993
STATE OF a I&Azz�
COUNTY OF 62�02_L
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
Lavon Wisher
(name of individual signing]
in the space provided above on this 8 day of
My commission expires:
who, after first being sworn by me, affixed his/her signature
June
1993 .
NOTARY PUBLIC
0.,p ny P& OFFICIAL NOTARY SEAL
11 LISA N CRONE
`- COMMISSION NUMBER
CCO53182
1 MY COMMISSION EXP.
`nor- FLOC NOV. 5 1994
Form P1JR 7(1f,R (Rvv. 11 /R9)
SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
Lavon Wisher warrants that he/it has not employed,
retained or otherwise had act on his/its behalf any former County officer
or employee in violation of Section 2 of Ordinance No. 10-1990 or any
County officer or employee in violation of Section 3 of Ordinance No.
10--1990. For breach or violation of this provision the County may, in
its discretion, terminate this contract without liability and may also,
in its discretion, deduct from the contract or purchase price, or
otherwise recover, the full amount of any fee, commission, percentage,
gift, or consideration paid to the former C unty officer or employee.
(signature)
Date: June 8. 1993
STATE OF��
COUNTY OF
Subscribed and sworn to (or affirmed) before
me on �_ 9� 3 (date) by
( name of of f iant) .
He/She is ersa ly known to me or has produced
as identification.
(type of identification)
NOTARY PUBLIC
5,PnY P&,B OFFICIAL NOTAj
'-0 t ��� LISA H CR
f COMMISSION CCO531MY COMMISSIOF��_NCV 5 1