Interest Rate Cap 09/16/2009=PFM`
The PFM Group
Public Financial Management, Inc.
PFM Asset Management LLC
PFM Advisors
September 16, 2009
Monroe County Board of Commissioners
1100 Simonton Street
Key West, FL 33040
RE: Procurement of an Interest Rate Cap
Dear Commissioners,
Two Logan Square
Suite 1600
18" & Arch Streets
Philadelphia, PA
19103-2770
215 567-6100
215 567-4180 fax
www.pfm.com
The purpose of this letter is to confirm our agreement that PFM Asset Management LLC,
("PFMAM"), will serve the Monroe County (the "County") as Investment Advisor in conjunction with
the structuring of an interest rate cap (the "Cap").
As Investment Advisor with respect to the Cap, PFMAM will make available qualified
professionals to deliver the services described in this paragraph. PFMAM will analyze and model
alternative cap structures, review and comment on all cap documentation and business terms, assist in
developing terms for a request for bids, review competitive bids and make a recommendation for award,
and coordinate the closing of the transaction. Additionally, PFMAM will provide the County with a
memorandum that summarizes the results of our engagement. The services under this engagement are
additional to those services included in the Agreement entered April 21, 2004, as amended and extended,
between the County and our affiliate, Public Financial Management, Inc.
This engagement is expected to be completed prior to November 30, 2009. At the completion of
this engagement, as evidenced by the settlement of the Cap, PFMAM will have no further responsibility
related to the Cap, unless otherwise agreed to under separate contract. Upon the successful conclusion of
this engagement, you agree to pay us a fee of $15,000. All fee arrangements will be fully disclosed in
writing.
PFMAM is an investment advisor, registered under the Investment Advisers Act of 1940.
PFMAM agrees that it will not deal with itself or with any other affiliated company or individual in
making purchases or sales of the Cap or any securities pursuant to this engagement, nor will we take a
long or short position in securities subject to purchase or sale in connection with the Cap. We confirm that
we have no interest in the purchase or sale of the Cap other than as described in this letter agreement and
except for any financial advisory agreement between the County and our affiliate, Public Financial
Management, Inc.
PFMAM warrants that it has delivered to the County, at least 48 hours prior to the execution of
this letter agreement, PFMAM's current Securities and Exchange Commission Form ADV, Part II
(PFMAM's disclosure statement). The County acknowledges receipt of such disclosure statement at least
48 hours prior to the execution of this letter agreement.
You may terminate this agreement in the event of any material breach immediately upon written
notice to PFMAM.
PFM'
Monroe Cougy
September 16, 2009
Page 2
Our obligations and responsibilities as described in this letter agreement are not assignable
without prior written consent of the County.
Please have an authorized official of the County sign a copy of this letter and return it to us to
acknowledge the terms of this engagement.
Sincerely,
P M ASSET MANAGEMENT , LC
Andrew McKendrick
Managing Director
cc: Sergio Masvidal, Public Financial Management, Inc.
Accepted by:
MONROE COUNTY, FLORIDA
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Authorized Signature
Name
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Title
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APPROVED AS T
Date
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