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Item M13County of Monroe A BOARD OF COUNTY COMMISSIONERS Mayor George Neugent, District 2 The Florida. Key y w) Mayor Pro Tem David Rice, District 4 �r Danny L. Kolhage, District I Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting January 18, 2017 Agenda Item Number: M.13 Agenda Item Summary #2572 BULK ITEM: Yes DEPARTMENT: County Administrator TIME APPROXIMATE: STAFF CONTACT: Roman Gastesi (305) 292 -4441 N/A AGENDA ITEM WORDING: Approval of an agreement with PFM Financial Advisors LLC for financial advisory services. ITEM BACKGROUND: PFM Financial Advisors LLC (PFM) has served as the County's advisor on financial issues. The scope of services includes assisting the County in the formulation of financial and debt policies; reviewing debt structure and making recommendations regarding restructuring in order to minimize costs of borrowing; identification of funding sources for infrastructure needs; and guidance with debt issuance, including identification and evaluation of lenders. In October 2015, the BOCC granted approval to Strategic Planning to issue an RFQ for financial advisory services. The RFQ was issued by Strategic Planning. Numerous responses were received. A selection committee constituted in accordance with the Monroe County Purchasing Policy reviewed the responses and ranked the respondents. In February 2016, the BOCC approved the recommendation of the selection committee, which was to commence negotiations with PFM as top- ranked respondent. Subsequently, negotiations were conducted with PFM, which advised that it would continue to perform the services requested in the Scope of Services for the same price as the previous contract. The fees are: (a) $2,500 per month for general financial planning and policy development services, (b) $1.00 per $1,000 of debt issued for debt issuances, and (c) an hourly rate for Special Services as defined in the contract. The contract is now being presented for approval by the BOCC. The proposed contract has a term of five (5) years. PREVIOUS RELEVANT BOCC ACTION: October 21, 2015 (item Q12): Approval to issue Request for Quotations for financial advisory services. February 10, 2016 (item N7): Approval of the recommendation of the selection committee that PFM should be listed as first place among respondents, and authorization for County Staff to negotiate a contract, CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: Monroe County Contract for FA services with W -9 redacted FINANCIAL IMPACT: Effective Date: January 18, 2017 Expiration Date: January 17, 2022 Total Dollar Value of Contract: TBD Total Cost to County: TBD Current Year Portion: TBD Budgeted: Yes Source of Funds: CPI: Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: N/A County Match: N/A Insurance Required: Yes Additional Details: If yes, amount: REVIEWED BY: Cynthia Hall Budget and Finance Maria Slavik Kathy Peters Board of County Commissioners Completed 01/03/2017 4:31 PM Completed 01/03/2017 4:48 PM Completed 01/03/2017 4:48 PM Completed 01/03/2017 5:09 PM Completed 01/18/2017 9:00 AM 1 1 1 !11 1 1 11 Irvi 11111 ■ PIN 210 1 M IoRlorei U1 W. , 11 AF.1 This agreement, made and entered into this ... day of January 2017, by and between Monroe County (hereinafter called the "County") and PFM Financial Advisors LLC, successor- in-interest to Public Financial Management, Inc., authorized to do business in the State ■ Florida (hereinafter called the Financial Advisor or "PFM") sets forth the terms and conditions under which the Financial Advisor shall provide services. WHEREAS, in October 2015, the Monroe County Board of County Commissioners ("BOCC") authorized the issuance of a Request for Qualifications ("RFQ") for Financial Advisory Services; and WHEREAS, the responses to the RFQ, including a proposal submitted by PFM, were duly reviewed by a selection committee; and WHEREAS, in February 2016, the BOCC approved the recommendation of the selecti committee that PFM should be listed as the first place among respondents, and the BOCC authorized County staff to negotiate a contract; and i follow, the parties agree as follows: le • I 1) Services related to Financial Planning and Policy Development upon request of the County: N ITTINIIII Irvi 11111 k) Review the requirements and submit analysis of insurance, rating agencies and other 2. MSRB Rule G42 requires that municipal advisors make written disclosures to its Clients of all material conflicts of interest and certain legal or disciplinary events. Such disclosures are provided in PFM's Disclosure Statement delivered to Client together with this Agreement. For services related to Debt Transaction, (including Bonds but excluding resource recovery) PFM shall receive $1.00 per $1,000 ► 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. 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 El 1 1 1 !11 1 1 11 Irvi 11111 ONHLOIROE' ^ �Ikj This agreement shall be for a term of five (5) years commencing upon the date first written above ("Effective Date"). IV. 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. All information, data, and reports 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. OnNEENOUNIV 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. R present, the parties designate the following as the respective places for giving notice, to- wit: Mr. Roman Gastesi County Administrator I 100 S imonton St. Key West, FL 33040 Mr. Sergio Masvidal PFM Financial Advisors LLC 255 Alhambra Circle, Suite 404 �j 1 1 1 !11 1 1 11 Irvi 11111 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 a the County copies of any and all material pertaining to the Agreement. MT� U El M ". 1331i A. Assignment of Named Individuals The following named individuals from PFM shall provide the services set forth in this Agreement: 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. 2 1 1 1 !11 1 1 11 Irvi 11111 EX In the event that the service is delayed or suspended as a result of PFM's failure to purchase or maintain the required insurance, PFM shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to PFM is consideration for the indemnification provided for above. The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within this agreement. 191WRIKE91 ", - - �) W, Employers' Liability Insurance Bodily Injury by Accident Bodily Injury by Disease, policy limits Bodily Injury by Disease, each employee Statutory Limits $500,000 $500,000 $500,000 If split limits are provided, the minimum limits acceptable shall be: $300,000 per person $500,000 per occurrence 4 of 1 1 1 11 1 4--1 ITT11 Irvi 11111 Tehicle Liability (non-owned and hired vehicles) S300,000 Combined Single Limit. (PFM has no owned vehicles) If split limits are provided, the minimum limits acceptable shall be: $200,000 per person $300,000 per occurrence Professional Liability $1,000,000 per Claim $2,000,00OAggregate I I I � I III milli iffl I I I III I I I i Vl 911. ITIM, I IM, oil I I F. FDRIMMMMI-I - ► in coverage unless a minimum of (30) days prior notification is given to the County by the insurer, with the following exception: Invil nil 11F.111 oil it _11II0111114o - New langgage required by F.S. 119.0701: Pursuant to F.S. 119.070 1, PFM and its subcontractors shall comply with all public records laws • the State ♦ Florida, including but not limited to the obligation to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the - . . 4 .T 'r within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if PFM does not transfer the records to the public agency. d. Upon completion of the contract, transfer, at no cost, to Monroe County all public .......... Ll 1 1 1 !11 1 1 11 Irvi 11111 D. Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PFM agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, F lorida. Pi ITTINIIII Irvi 11111 representatives, successors, and assigns. F. Authority. Each party represents and warrants to the other that the execution, delivM and , ,rerformance of and corporate action, as required by law. G. Claims for Federal or State Aid. PFM and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding , olicitations shall be approved by each party prior to submission. Edo] 1 1 1 !11 1 1 11 Irvi 11111 K. Covenant of No Interest. County and PFM covenant that neither presently h g n:e dul?,= and shall not acXuire anN interest- which would conflict in an, J with its perfon under this Agreement, and that only interest of each is to perform and Freceive benefits as recited in this Agreement. N. Public Access. The County and PFM shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PFM in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision ► PFM. 0. Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the County and PFM in this Agreement and the acquisition of any conunercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability covera,7e nor shall ani�A contract entered into bgj the Coun�o be re. to contain an�� �m for waiver. M 1 1 1 !11 1 1 11 Irvi 11111 S. Attestations. PFM agrees to execute such documents as the County may reasonably, reo ,uire to include a Public Entit-, Crime Statement, an Ethics Statement and-a-D-mg- Free Workplace Statement. T. No Personal Liability. No covenant or agreement contained herein shall be A' emed to be a covenant or agreement of any member, officer, agent or employee of Monroe Co u n ty i n h i s o r h er i nd i v"d 1 1 a I c a f %"FA%Wz"- County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. U. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. V. Section Headings. Section headings have been inserted in this Agreement as ? matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN 1 1 1 !11 1 1 11 Irvi 11111 S. Atiestations, PFM agrees to execute such documents as tile County may reasonabi require, to include a Public Entity Crime Statement, an Ethics Statement. and a Dru Workplace Statement. 0 T. No Personal Liability. No covenant or agreement contained herein shal I be deemed to a covenant or agreement ofany member, officer, agent or employee ofMonroe County in his her individual capacity, and no member, officer, agent or employee ofMonroc County shall b liable personally on this Agreement or be subject to any personal liability oraccountability by reason orilic execution orthis Agreement. I U. Execution in Counterparts. This Agreement may be executed in any number of' counterparts, each ofwhich shall be regarded as -in original, all ot'which taken together shall I constitute one and tile same instrument and any or tile p ar ti es I lere t o III v execu Agreement by singing any such counterpart. a. te III s Nr. Section Headings, Section headings have been inserted in this Agreement as a matter of convenience of reficrence only, and it is agreed that such section headings are not a part of' this Agreement and will not be used in the interpretation orany provision of Agreement. IN WITNESS THEREOF, the County and Financial Advisor have executed this Agreement as indicated below. (Seal) Allest. Amy Heavilin, Clerk By Deputy Clerk Date: Witness, By: Printed Name, Date: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY. FLORIDA By: Mayore' Chairperson %M -2 J ITTIMIll Irvi 11111 �il I �_.* : =lk -1 �Iil W, WAS] M11460111 h 19MIL01: , 11 07. 1" 0 41 PFM Financial Advisors LLC vi (Company) ;. - Xecember 14, 201Q RM um IN Oj i", -VAN A KID "� SEPI j 20 34 of 45 1 1 1 !11 1 1 11 Irvi 11111 NON-COLLUSION AFFIDAVIT I§TzTZ- MiRT-71NEW #w« # ...... Z.-UM.Mr 19 ARYPU13',V?F' My Commission Expires: May 8,2017 ........ . . .. ............. .. . . . 35 of 45 Exph" C 1 1 1 !11 1 1 11 Irvi 11111 DRUG-FREE WORKPLAC The undersigned vendor in accordance with Florida Statutes Section 287.087 hereby certifies that: - PFM Financial Advisors LLC (M Business) As the person authorized to sign the statement, I certify that this firm corn lies fully with th-. above requirements, STATE OR PENNSYLVANIA - ....... . ........... COUNTY OF: F"I 1 , W-1016e' 1. Subscribed and sworn to (or affirmed) before me on 12/1.4/2016 (date) by Steve Boyle -- (name of affiant)- He/SM is personally known to me-ef-hes— .............. q " S rl lie ' 0 , �',AAY PUBLIC My ommisjoFf, �dre$, May 8, 2017 ITTINIIII Irvi 11111 [il W-1 1;1 VA fol lzis IN40 Kid FRWM I "i 4"FEL91KIAGRoalli (eignat6ye) 191=2 I, OMMIMIM In -.—Vt My Commission Expires: May B. 2017 0 eo 6 111!111111 yvi 111 (t ber 014) Farm (Rev. December 2014) N 9q& cm Ar tL tti Request r Taxpaye Give Form to the Identification Number and Certification requester. not send to the IRS. na if different from above 3 Check appropriate box for federal tax classiEeailon„ check oily one of the following severs boxes 9 Exemptions (codes apply only to ® seevo uallsote proprietor or 0 C corpora D S Corporation 0 Farm h -! contain enta [as, not indivi€ uas, see p frusGesYate Icu�t gon art page 3): L3mtltad single -member LL Exempt payee cede (if y) 1rllity company Enter the farc ciass6ficatlan (Cacorporation, S=S corporation, - ar PafiB) .m .. Foote, For a sicwgta•rasam r LL that is disregarded, do not check LLC chock the appropriate box in the line above for Exernptloa from FATCA reporting the of sil tion of the singWairenber owner coda $i( any) O ther (we instructions) le CAMAN to o.s, S Address (number, street, and apt. or suite no,) Ftequ Yet "a urine and address (optional) Enter your TIN in the appropriate box. The TIN provIded must match the name given on line 1 to avoid L backup withholding, For individuals, this Is generally your social security number (SS", However, for a resident alkin, sola proprietor, or disregarded entity, see the Part I instructions on page 3. For other enfifles, It Is your employer Identification number (EIN) If you do not have a number, a" How to got a =-A 77N on page 3. or Note. It the account Is In ` than one name, see the Instructions for line 1 and the chart on page 4 for LE!jg1loyer identification guidelkets on whose number to enter. I Gen eral Instructi Cat, No 10231X Form - (Rev. 12 -2019)