Contract 2021-010ADocuSign Envelope ID: 65506928-9831-41DA-82BE-OF599BOA6EEC
#2021-010—A
CONTRACT APPROVAL FORM
TO: SUSAN DAUDERIS, INTERIM CITY MANAGER
THRU: FREDDY SUAREZ, PROCUREMENT SERVICES DIRECTOR fS
FROM: JINELLE LUGO, PROCUREMENT COORDINATOR C
SUBJECT: FINANCIAL ADVISORY SERVICES
DATE: MARCH 26, 2021
THE PROCUREMENT SERVICES DIRECTOR RECOMMENDS THE
FOLLOWING:
1. APPROVE: Agreement between the City of Clermont and PFM Financial Advisors LLC
to provide financial advisory services. The agreement shall take effect on the date of
execution by both parties and shall remain in effect for three (3) years, unless renewed or
terminated as provided by the City of Satellite Beach contractual agreement.
2. Why is this action necessary: In accordance with the City of Clermont Purchasing
Policy, the City Manager is authorized to approve contracts under $50,000 that do not
require a budget amendment.
3. ADDITIONAL INFORMATION: At the request of the Finance Department, the
Procurement Services Department sought a contract with the City of Satellite Beach for
Financial Advisory Services. The estimated annual expenditures is less than $50,000 and
it is included in the Finance Department budget. The Procurement Services Department
issued RFI 2102-009 to notify local vendors of the City's intent to utilize other
governmental entities' contract. At the completion of the RFI the Procurement Services
Department received no interest.
4. FISCAL IMPACT: The fiscal impact of $40,000 is included in the current year approved
budget.
5. EXHIBITS: Financial Advisory Services Agreement
DCOU51911ed by:
�IASGUn, �A.U.�.c,vYs
signature
APPROVAL AUTHORITY
Approved ® Disapproved ❑
Reason/Suggestion (If disapproved)
interim City Manager
Title
3/29/2021
Date
DocuSign Envelope ID: 65506928-9831-41DA-826E-OF599BOA6EEC
AGREEMENT NO.2021-010 FOR
FINANCIAL ADVISORY SERVICES
THIS AGREEMENT, is made and entered into this 29 day of March
2021, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation
under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont,
Florida, (hereinafter referred to as "CITY"), and PFM Financial Advisors LLC, whose
address is: 300 South Orange Ave, Suite 1170, Orlando, FL 32801, (hereinafter referred to
as "CONTRACTOR").
WHEREAS, the City of Satellite Beach through the public procurement process awarded
an Agreement for Financial Advisory Services to CONTRACTOR ("Satellite Beach
Contract");
WHEREAS, CITY has reviewed the above -referenced awarded bid, CONTRACTOR's
response thereto and the Satellite Beach Contract in accordance with CITY's procurement
policy; and
WHEREAS, CITY desires to enter into a contract with CONTRACTOR based on the terms
and conditions of the Satellite Beach Contract;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
Incorporation of the Satellite Beach Contract
CONTRACTOR agrees to provide, and CITY agrees to purchase, financial advisory
services in accordance with the prices, terms and conditions of the Satellite Beach Contract,
attached hereto as Exhibit A and incorporated herein by reference, as modified in this
Agreement. Nothing herein shall be read as a transfer, assignment or delegation of the
Satellite Beach Contract to CITY. All references in the Satellite Beach Contract to "Client"
and "PFM" shall be replaced with and refer to "CITY" and "CONTRACTOR",
respectively.
ARTICLE 1— SCOPE OF WORK
The CONTRACTOR shall furnish financial advisory services as described in the Satellite
Beach Contract, which is attached hereto and incorporated herein as Exhibit "A" and shall
perform everything required by this Agreement and the other exhibits attached hereto.
Provided, however, that nothing herein shall require CITY to purchase or acquire any items
or services from CONTRACTOR that is not specified in the CITY's purchase order. To
the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions
of this Agreement shall prevail and govern. In all instances the CITY purchasing policy,
resolutions and ordinances shall apply.
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ARTICLE 2 — THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth
in the Agreement documents and the Unit Price Schedule as set forth in Exhibit "B",
attached hereto and incorporated herein.
ARTICLE 3 — TERM AND TERMINATION
3.1. This Agreement is to become effective upon the later date of execution by the
parties, and shall remain in effect until April 8, 2024 unless terminated or renewed,
subject to the terms of the Satellite Beach Contract.
3.2. Notwithstanding any other provision of this Agreement, CITY may, upon written
notice to CONTRACTOR, terminate this Agreement: a) without cause and for
CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with
any of the conditions of provisions of this Agreement; or e) CONTRACTOR is
experiencing a labor dispute, which threatens to have a substantial, adverse impact
upon the performance of this Agreement, without prejudice to any other right or
remedy CITY may have under this Agreement. In the event of such termination,
CITY shall be liable only for the payment of all unpaid charges, determined in
accordance with the provisions of this Agreement, for work, properly performed
and accepted prior to the effective date of termination.
3.3. Upon mutual Agreement of the parties, this Agreement shall automatically renew
unless terminated in writing by either party upon thirty (30) days written notice to
the other party.
ARTICLE 4 — PROVISION OF SERVICES AND COMPLETION OF WORK
4.1. The CONTRACTOR shall only provide to CITY financial advisory services upon
receipt of an authorized order from CITY and shall provide the requested items in
the timeframe and as set forth in City of Satellite Beach Contract or in the specific
purchase order or authorized order submitted by CITY. Nothing herein shall
obligate CITY to purchase any specific amount of product from CONTRACTOR
or create an exclusive purchase agreement between CITY and CONTRACTOR.
CITY shall not be obligated or required to pay for any items received until such
time as CITY has accepted the items in accordance with the order provided to
CONTRACTOR.
4.2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify
CITY if it has an issue or question related to the fulfillment of the order or whether
there will be any delay in providing the items requested. Failure of
CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking
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payment of any kind for any items that were delayed in delivery. Upon receipt of
notification of the delay, CITY may at its sole option cancel the order and seek the
items from any available source.
4.3. COMPANY specifically acknowledges that this Contract does not bind or obligate
CITY to purchase any minimum quantity of product during the term hereof.
ARTICLE 5 — PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents,
CONTRACTOR shall submit an invoice to CITY upon completion of the services and
delivery of products to CITY as set forth in the applicable purchase order. CITY shall make
payment to the CONTRACTOR for all accepted deliveries and undisputed product
delivered and services provided, within thirty (30) calendar days of receipt of the invoice.
ARTICLE 6 — INSURANCE AND INDEMNIFICATION RIDER
6.1. Worker's Compensation Insurance — The CONTRACTOR shall take out and
maintain during the life of this Agreement, Worker's Compensation Insurance for
all its employees connected with the work of this Project and, in case any work is
sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to
provide Worker's Compensation Insurance for all of the subCONTRACTOR
employees unless such employees are covered by the protection afforded by the
CONTRACTOR. Such insurance shall comply with the Florida Worker's
Compensation Law. In case any class of employees engaged in hazardous work
under this Agreement at the site of the Project is not protected under the Worker's
Compensation statute, the CONTRACTOR shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
6.2. CONTRACTOR's Commercial General Liability Insurance — The
CONTRACTOR shall take out and maintain during the life of this Agreement,
Commercial General Liability and Business Automobile Liability Insurance as
shall protect it from claims for damage for personal injury, including accidental
death, as well as claims for property damages which may arise from operating under
this Agreement whether such operations are by itself or by anyone directly or
indirectly employed by it, and the amount of such insurance shall be as follows:
(a) CONTRACTOR's Commercial General Liability, $1,000,000 Each,
($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, &
Property Damage Combined Single Limit
(b) Automobile Liability Coverages, $1,000,000 Each, Bodily Injury &
Property Damage Occurrence, Combined Single Limit
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(c) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined
Single Limit
Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall
be amended to provide coverage on an occurrence basis.
6.3. Indemnification Rider
(a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify
and hold harmless the CITY and its employees from and against all claims,
damages, losses and expenses, including but not limited to reasonable
attorney's fees, arising out of or resulting from its performance of the Work,
provided that any such claim, damage, loss or expense (1) is attributable to
bodily injury, sickness, disease or death, or to injury to or destruction of
tangible property (other than the Work itself) , and (2) is caused in whole or
in part by any negligent act or omission of the CONTRACTOR, any
subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable, regardless of whether or
not such acts are caused in part by a party indemnified hereunder, and
provided that CONTRACTOR liability shall only be to the extent of claims
and liabilities arising from its negligence. Such obligation shall not be
construed to negate, abridge, or otherwise reduce any other right to
obligation of indemnity which would otherwise exist as to any party or
person described in this Article; however, this indemnification does not
include the sole acts of negligence, damage or losses caused by the CITY
and its other contractors.
(b) In any and all claims against the CITY or any of its agents or employees by
any employee of the CONTRACTOR, any subcontractor, anyone directly
or indirectly employed by any of them or anyone for whose acts any of them
may be liable, the indemnification obligations under this Paragraph shall
not be limited in any way by any limitation on the amount or type of
damages, compensation or benefits payable by or for the CONTRACTOR
or any subcontractor under workers' or workmen's compensation acts,
disability benefit acts or other employee benefit acts.
(c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other
good and valuable consideration from the CITY for the indemnification
provided herein.
ARTICLE 7 — NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight courier
service to the address of the party set forth below. Any such notice shall be deemed given
when received by the party to whom it is intended.
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CONTRACTOR: PFM Financial Advisors, LLC
300 S. Orange Ave, Suite 1170
Orlando, FL 32801
Attn: Managing Director
With a copy to:
Nicklas Rocca, Senior Managing Consultant
PFM Financial Advisors LLC
300 S. Orange Ave, Suite 1170
Orlando, FL 32801
OWNER: City of Clermont
Attn: Susan C. Dauderis, Interim City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE 8 — MISCELLANEOUS
8.1. Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret
any provision of this Agreement, the prevailing party shall be entitled to recover
such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any
appeal, in addition to all other sums provided by law.
8.2. Waiver — The waiver by city of breach of any provision of this Agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
of such provision itself and shall in no way affect the enforcement of any other
provisions of this Agreement.
8.3. Severability — If any provision of this Agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision, or
part thereof, shall be deleted or modified in such a manner as to make the
Agreement valid and enforceable under applicable law, the remainder of this
Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
8.4. Amendment — Except for as otherwise provided herein, this Agreement may not be
modified or amended except by an Agreement in writing signed by both parties.
8.5. Entire A,-, eement — This Agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
DocuSign Envelope ID: 65506928-9831-41DA-82BE-OF599BOA6EEC
prior and contemporaneous Agreements between the parties with respect to the
performance of services by CONTRACTOR.
8.6. Assignment — Except in the event of merger, consolidation, or other change of
control pursuant to the sale of all or substantially all of either party's assets, this
Agreement is personal to the parties hereto and may not be assigned by
CONTRACTOR, in whole or in part, without the prior written consent of CITY.
8.7. Venue — The parties agree that the sole and exclusive venue for any cause of action
arising out of this Agreement shall be Clermont, Florida.
8.8. Applicable Law — This Agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
8.9. Public Records — Contractor expressly understands records associated with this
project are public records and agrees to comply with Florida's Public Records law,
to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records law 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.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically to the CITY in a format that is compatible with
the information technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
R
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ARTICLE 9 — AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
9.1. This Agreement
9.2. Purchase Order / Notice To Proceed
9.3. An applicable Contractor Quote or Statement of Work
9.4. All documents contained in the Satellite Beach Contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 29 day of March , 2021.
CITY OF CLERMONT
DocuSigned by:
�U.Saun, VA -I - "is
Susan au eris, Interim City Manager
ATTEST:
DocuSigned by:
T Aak�o.� Howc
Tracy Ackroyd Howe, City Clerk
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PFM FINANCIAL ADVISORS, LLC
Docuftned by:
By:
(Signature)
Print Name:
]ames W. Glover
Title:
Managing Director
Date: 3/18/2021
DocuSign Envelope ID: 65506928-9831-41 DA-82BE-OF599BOA6EEC
exhibit A
PFM FINANCIAL ADVISORS LLC
AGREEMENT FOR FINANCIAL ADVISORY SERVICES
This agreement ("Agreement"), made and entered into this 9ch day of April, 2021, by and
between the City of Satellite Beach, Florida ("Client") and PFM Financial Advisors LLC
(hereinafter called "PFM"), sets forth the terms and conditions under which PFM shall provide
WHEREAS, Client desires to obtain the services of a financial advisor to develop and
assist in implementing Client's strategies to meet its current and long-term operations, financial
obligations, capital financing needs and render assistance in respect to debt transactions; and
WHEREAS, PFM is capable of providing the necessary financial advisory services.
NOW, THEREFORE, in consideration of the above mentioned premises and intending to
be legally bound hereby, Client and PFM agree as follows:
I. SCOPE OF SERVICES
PFM shall provide, upon request of the Client, services related to financial planning,
budget and strategic advice and planning, policy development and services related to debt
issuance, as applicable and set forth in Exhibit A to this Agreement. Client acknowledges and
agrees that most tasks requested by Client will not require all services provided for in Exhibit A
and as such the specific scope of services for such task shall be limited to just those services
required to complete the task. Any material changes in or additions to the scope of services
described in Exhibit A shall be promptly reflected in a written supplement or amendment to this
Agreement. Services provided by PFM which are not specifically referenced in the scope of
services set forth in Exhibit A of this Agreement shall be completed as agreed in writing in
advance between the Client and PFM. Upon request of Client, PFM or an affiliate of PFM may
agree to additional services to be provided by PFM or an affiliate of PFM, by a separate
agreement between the Client and PFM or its respective affiliate.
II. WORK SCHEDULE
The services of PFM are to commence as soon as practicable after the execution of this
Agreement and a request by the Client for such service.
III. REGISTERED MUNICIPAL ADVISOR; REQUIRED DISCLOSURES
1. PFM is a registered municipal advisor with the Securities and Exchange
Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"),
pursuant to the Securities Exchange Act of 1934 Rule 1513al-2. If Client has designated PFM as
its independent registered municipal advisor ("IRMA") for purposes of SEC Rule 15Bal-
I (d)(3)(vi) (the "IRMA exemption"), then services provided pursuant to such designation shall
be the services described in Exhibit A hereto, subject to any agreed upon limitations.
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Verification of independence (as is required under the IRMA exemption) shall be the
responsibility of such third party seeking to rely on such IRMA exemption. PFM shall have the
right to review and approve in advance any representation of PFM's role as IRMA to Client.
2. MSRB Rules require that municipal advisors make written disclosures to their
clients of all material conflicts of interest, certain legal or disciplinary events and certain
regulatory requirements. Such disclosures are provided in PFM's Disclosure Statement delivered
to Client prior to or together with this Agreement.
IV. FINANCIAL ADVISORY COMPENSATION
For the services provided under this Agreement, PFM's professional fees shall be paid as
provided in Exhibit B to this Agreement and Client shall pay expenses and fees for other services
not set forth in Exhibit A as provided below. All fees shall be due to PFM within thirty (30) days
of the date of invoice.
1. Reimbursable Expenses
In addition to fees for services, PFM will be reimbursed for necessary, reasonable, and
documented out-of-pocket expenses incurred, including travel, meals, lodging, telephone, mail,
and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing
and computer time which are incurred by PFM. Upon request of Client, documentation of such
expenses will be provided.
2. Other Services
Any services which are not included in the scope of services set forth in Exhibit A of this
Agreement will be subject to separate, mutually acceptable fee structures.
V. TERMS AND TERMINATION
This Agreement shall be effective from April 9, 2021 until April 8, 2024 (the "Initial
Term") and shall automatically renew unless terminated in writing by either party upon thirty
(30) days written notice to the other party.
Upon any such termination, PFM will be paid for all services performed and costs and
expenses incurred up to the termination date.
VI. ASSIGNMENT
PFM shall not assign or transfer any interest in this Agreement or subcontract any of the
work performed under the Agreement without the prior written consent of the Client; provided
that PFM retains the right to enter into a sale, merger, acquisition, internal reorganization, or
similar transaction involving PFM's business without any such consent.
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VII. INFORMATION TO BE FURNISHED TO PFM
All information, data, reports, and records in the possession of the Client or any third party
necessary for carrying out any services to be performed under this Agreement ("Data") shall be
furnished to PFM. PFM may rely on the Data in connection with its provision of the services under
this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy
and completeness of such Data.
VIII. NOTICES
All notices and other communication required under this Agreement shall be in writing
and shall be sent by certified mail, return receipt requested, or by nationally recognized courier,
with written verification of receipt. Notices shall be sent to the parties at the following addresses,
or to such other address as a party may furnish to the other party:
CITY OF SATELLITE BEACH, FLORIDA
Courtney H. Barker
City Manager
Support Services Department
565 Cassia Blvd
Satellite Beach, FL 32937
PFM FINANCIAL ADVISORS LLC
300 South Orange Avenue
Suite 1170
Orlando, FL 32801
Attention: Managing Director
Copy To:
PFM FINANCIAL ADVISORS LLC
1735 Market Street
43rd Floor
Philadelphia, PA 19103
Attention: Chief Executive Officer
IX. TITLE TRANSFER
All materials, except functioning or dynamic financial models, prepared by PFM
pursuant exclusively to this Agreement shall be the property of the Client. Subject to the
exception described above, upon termination of this Agreement, at Client's reasonable request no
later than three (3) years after the termination of this Agreement PFM shall deliver to the Client
copies of any deliverables pertaining to this Agreement.
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X. PFM'S REPRESENTATIVES
Assignment of Named Individuals
The professional employees of PFM set forth below will provide the services set forth in
this Agreement; provided that PFM may, from time to time, supplement or otherwise amend the
advisory team members set forth below.
♦ James Glover, Managing Director
• Nicklas Rocca, Senior Managing Consultant
• Michael Dennis, Senior Analyst
• Aurora Pavlish-Carpenter, Analyst
2. Changes in Advisory Team Requested by the Client
The Client has the right to request, for any reason, that PFM replace any member of the
advisory team. Should the Client make such a request, PFM shall promptly suggest a substitute
for approval by the Client.
XI. INSURANCE
PFM shall maintain insurance coverage with policy limits not Iess than as stated in
Exhibit C.
XII. LIMITATION OF LIABILITY
Except to the extent caused by its willful misconduct, bad faith, gross negligence or
reckless disregard of its obligations or duties, PFM shall have no liability to any party under this
Agreement.
XIII. INDEPENDENT CONTRACTOR; NO THIRD -PARTY BENEFICIARY
PFM, its employees, officers and representatives at all times shall be independent
contractors and shall not be deemed to be employees, agents, partners, servants and/or joint
venturers of Client by virtue of this Agreement or any actions or services rendered under this
Agreement. Nothing in this Agreement is intended or shall be construed to give any person,
other than the parties hereto, their successors and permitted assigns, any legal or equitable rights,
remedy or claim under or in respect of this Agreement or any provisions contained herein. In no
event will PFM be liable for any act or omission of any third party or for any circumstances
beyond PFM's reasonable control including, but not limited to, fire, flood, or other natural
disaster, war, riot, strike, act of terrorism, act of civil or military authority, software and/or
equipment failure, computer virus, or failure or interruption of electrical, telecommunications or
other utility services.
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XIV. APPLICABLE LAW
This Agreement shall be construed, enforced, and administered according to the laws of
the State of Florida. PFM and the Client agree that, should a disagreement arise as to the terms
or enforcement of any provision of this Agreement, each party will in good faith attempt to
resolve said disagreement prior to pursuing other action.
XV. ENTIRE AGREEMENT; SEVERABILITY
This Agreement represents the entire agreement between Client and PFM and may not be
amended or modified except in writing signed by both parties. For the sake of clarity, any
separate agreement between Client and an affiliate of PFM shall not in any way be deemed an
amendment or modification of this Agreement. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision.
XVI. EXECUTION; COUNTERPARTS
Each party to this Agreement represents and warrants that the person or persons signing
this Agreement on behalf of such party is authorized and empowered to sign and deliver this
Agreement for such party. This Agreement may be signed in any number of counterparts, each
of which shall be an original and all of which when taken together shall constitute one and the
same document.
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IN WITNESS WHEREOF, Client and PFM have executed this Agreement as of the day
and year herein above written.
CITY OF SAT[:LLITE BEACH, FLORIDA
By: . (V�qz�
Name: Courtney H. Barker
Title: City Manager
PFM FINANCIAL ADVISORS LLC
By: _
Name: James W. Glover
Title: Managing Director
DocuSign Envelope ID: 65506928-9831-41DA-82BE-OF599BOA6EEC
EXHIBIT A
SCOPE OF SERVICES
1. Services related to the Financial Planning and Policy Development upon request of the
Client:
Assist the Client in the formulation of Financial and Debt Policies.
Review current debt structure, identifying strengths and weaknesses of structure so
that future debt issues can be designed 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 Client with savings.
Analyze future debt capacity to determine the Client's ability to raise future debt
capital.
Assist the Client in the development of the Client's Capital Improvement program
by identifying sources of capital funding for infrastructure needs.
Assist the Client with the development of the Client's financial planning efforts and
process 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.
Attend meetings with Client's staff, consultants and other professionals and the
Client.
Review underwriter's proposals and submit a written analysis of same to the Client.
Assist the Client in preparing financial presentations for public hearings and/ or
referendums.
Provide special financial services as requested by the Client.
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2. Services Related to Debt Transactions (Includes short term financings, notes, loans, letters
of credit, line of credit and bonds). Upon the request of the Client:
Analyze financial and economic factors to determine if the issuance of bonds is
appropriate.
Develop a financing plan in concert with Client's staff which would include
recommendations as to the timing and number of series of bonds to be issued.
Assist the Client 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 Client.
Develop alternatives related to debt transaction including evaluation of revenues
available, maturity schedule, cash flow requirements and all tax implications and
requirements.
Evaluate benefits of bond insurance and/or security insurance for debt reserve fund.
If appropriate, develop credit rating presentation and coordinate with the Client the
overall presentation to rating agencies.
Assist the Client in the procurement of other services relating to debt issuance such
as printing, paying agent, registrar, etc.
Identify key bond covenant features and advise as to the financial consequences of
provisions to be included in bond resolutions regarding security, creation of reserve
funds, flow of funds, redemption provisions, additional parity debt tests, etc.;
review and comment on successive drafts of bond resolutions.
Review the requirements and submit analysis to bond insurers, rating agencies and
other professionals as they pertain to the Client's obligation.
Review the terms, conditions and structure of any proposed debt offering
undertaken by the Client and provide suggestions, modifications and enhancements
where appropriate and necessary to reflect the constraints or current financial policy
and fiscal capability.
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Coordinate with Client's staff and other advisors as respects the furnishing of data
for offering documents, it being specifically understood that Financial Advisor is
not responsible for the inclusion or omission of any material in published offering
documents.
Provide regular updates of tax-exempt bond market conditions and advise the Client
as to the most advantageous timing for issuing its debt.
Advise the Client 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 Client 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 to
obtain the most favorable financial terms based on existing market conditions.
Arrange for the closing of the transaction including, but not limited, to bond
printing, signing and final delivery of the bonds.
3. Special Services. Upon request of the Client and subject to separate, mutually acceptable
fee structures:
PFM or its affiliates may provide other services which shall include, but not be limited to,
the following:
a. Investment of bond proceeds, including escrow structuring and
procurement
b. Arbitrage rebate and post -issuance compliance
C. Interest rate swap advisory services
d. Management and Budget Consulting services
DocuSign Envelope ID: 65506928-9831-41 DA-82BE-OF599BOA6EEC
EXHIBIT B
COMPENSATION FOR SERVICES
1. Fixed Rate Transaction Fees (Competitive and Negotiated)
For services related to the issuance of General Obligation Bonds, Revenue Bonds and Taxable Bonds,
PFM will be paid a per bond fee as follows:
Par Amounts: $0 to $20,000,000: $0.90 per $1,000 bond, plus
From $20,000,001 to $35,000,000 $0.70 per $1,000 bond, plus
Over $35,000,001 $0.55 per $1,000 bond
A minimum fee of $17,500 for general obligation bonds, revenue bonds and taxable bonds will apply.
A maximum fee of $36,750 for general obligation bonds, revenue bonds and taxable bonds will apply.
For services related to bank loans, lines of credit, private loans and similar debt instruments, PFM will
be paid a fee as follows:
Par Amounts: $0 to $20,000,000: $0.90 per $1,000 of debt, plus
From $20,000,001 to $35,000,000 $0.70 per $1,000 of debt, plus
Over $35,000,001 $0.55 per $1,000
A minimum fee of $15,000 will apply to these transactions, with a maximum fee not to exceed
$20,000.00.
2. Hourly Project Fees (Non -Transaction Related)
PFM will not charge for general advice between financings. In the event the Client requests that
PFM perform significant special projects (capital planning, creation of new financing programs
like the installment sale concept, etc.), fees will be negotiated in advance of the project generally
based upon the following hourly rates for the indicated levels of experience or their equivalents
will apply. Additionally, in the event a financing is started, but cancelled at the Client's request,
accrued time will be billed as follows:
Experience Level Hourly Rate
Managing Director/Director $185
Senior Managing Consultant $185
Senior Analyst/Analyst $175
In lieu of hourly rates, the City can also elect a $6,000 annual Retainer, payable in quarterly
installments for non -transactional work. The Retainer shall be reviewed and revised upon
mutual agreement.
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DocuSign Envelope ID: 65506928-9831-41DA-82BE-OF599BOA6EEC
EXHIBIT C
INSURANCE
PFM Financial Advisors LLC ("PFM") has a complete insurance program, including property,
casualty, general liability, automobile liability and workers compensation. PFM maintains
professional liability and fidelity bond coverages which total $40 million and $25 million single
loss/ $50 million aggregate, respectively. PFM also carries a $10 million cyber liability policy.
Our Professional Liability policy is a "claims made" policy and our General Liability policy claims
would be made by occurrence.
Deductibles/SIR:
Automobile $250 comprehensive & $250 collision
Cyber Liability $25,000
General Liability $0
Professional Liability (E&O) $1,000,000
Financial Institution Bond $75,000
Insurance Company & AM Best Rating
Professional Liability (E&O)................Endurance American Insurance Company; (A+; XV)
.........................................................Argonaut Insurance Company; (A+: XIV)
............................................................Everest National Insurance Company; (A+; XV)
............................................................XL Specialty Insurance Company; (A+; XV)
............................................................Continental Casualty Company; (A; XV)
............................................................Starr Indemnity & Liability Company; (A; XV)
............................................................Federal Insurance Company; (A++; XV)
Financial Institution Bond....................Federal Insurance Company; (A++; XV)
............................................................Great American Insurance Company; (A+; XV)
............................................................U.S. Fire Insurance Company; (A; XV)
Cyber Liability .....................................Greenwich Insurance Company (A+; XV)
............................................................Arch Insurance Company; (A+; XV)
General Liability..................................Great Northern Insurance Company; (A++; XV)
Automobile Liability.............................Great Northern Insurance Company; (A++; XV)
Excess [Umbrella Liability ...................Federal Insurance Company; (A++; XV)
Workers Compensation ......................Vigilant Insurance Company; (A++; XV)
& Employers Liability
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