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HomeMy WebLinkAboutCity of Tamarac Resolution R-2004-013Temp. Reso. #10318 January 9, 2004 Revised: January 13, 2004 . Revised: January 20, 2004 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2004-/-5 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO TERMINATE THE EXISTING AGREEMENT DATED MARCH 26, 2003 WITH PUBLIC FINANCIAL MANAGEMENT INC.; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City and Public Financial Management, Inc. (PFM) entered into an Agreement dated March 26, 2003 which provides for financial advisory services to the City of Tamarac on an as needed basis; said agreement attached hereto as Exhibit A; and WHEREAS, Section V. Terms and Termination of the existing Agreement dated March 26, 2003 between the City and PFM provides for termination for convenience upon thirty days written notice; and WHEREAS, the current Agreement with PFM is on an "as needed" basis and the City has no need of the services of PFM now or in the foreseeable future, and the Director of Finance has recommended the termination of this Agreement, and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to 1 Temp. Reso. #10318 January 9, 2004 Revised: January 13, 2004 Revised: January 20, 2004 Page 2 terminate the existing Agreement dated March 26, 2003 with PFM for financial advisory services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City officials are hereby authorized to terminate the existing agreement dated March 26, 2003 with PFM for financial advisory services. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. J E Ll 1 Temp. Reso. #10318 January 9, 2004 Revised: January 13, 2004 Revised: January 20, 2004 Page 3 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 281" day January, 2004. ATTEST: z-rnJ MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL S. KRAFT (� CITY ATTORNEY J E SCHREIBER, MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TAL DIST 3: COMM. SULTANOF DIST 4: V/M ROBERTS of Tamarac Purchasing and Contracts Division AN AGREEMENT BETWEEN EXHIBIT A THE CITY OF TAMARAC TR # 10318 January 28, 2004 AND PUBLIC FINANCIAL MANAGEMENT, INC. FOR FINANCIAL ADVISORY SERVICES This Agreement, made and entered into this -2 (0 day of _9��4 2003, by and between City of Tamarac, Florida (hereinafter the "City") and Public Financial Management, Inc., (hereinafter "PFM") a Pennsylvania corporation licensed to do business in Florida with an office located at 10100 Deer Run Farm Road, Fort Myers, FL 33912-1045, sets forth the terms and conditions under which PFM shall provide services. WITNESSETH WHEREAS, the City and PFM entered into an Agreement dated October 16, 1996 which incorporated addenda dated December 8, 1999, January 23, 2002, and September 13, 2002, relating to providing Financial Advisor services to the City of Tamarac; and WHEREAS, both parties wish to terminate the current agreement dated September 13, 2002; and WHEREAS, the City is desirous of entering into a new agreement with PFM to assist in implementing strategies to meet its current and long term capital financing requirements and to render assistance in the preparation and marketing of debt on an as needed basis; and WHEREAS, both parties agree that this agreement will be the only existing agreement between the parties; and WHEREAS, PFM represents that it is capable of providing the necessary financial consulting services; and NOW, THEREFORE, in consideration of the above mentioned premises and for the purposes of the Agreement and the various covenants, conditions, terms and provisions which follow: 1. The Agreement between City and PFM dated October 16, 1996, and most recently renewed through the Third Addendum to the Agreement dated September 13, 2002 is hereby terminated. 11. SCOPE OF SERVICES PFM shall provide the following services, upon request of the City; 1. Services related to Financial Planning and Policy Development for implementing strategies to meet current and long-term capital financing requirements. City of Tamarac_'r Purchasing and Contracts Division 2. Services related to preparation and marketing of debt transactions (includes short term financings, notes, loans, letters of credit, lines of credit and bonds). III. WORK SCHEDULE The services of PFM are to commence upon issuance of a purchase order by the City 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 not related to a particular transaction shall be completed as agreed between the City and PFM. IV. COMPENSATION For the services described, PFM's professional fees and expenses shall be paid as follows: For services related to financial planning and policy development, PFM will receive an hourly rate for assigned tasks, per the fee schedule below. HOURLY FEE SCHEDULE Standard Rate Discount Contract Date Managing Director $250 $75 $175 Senior Managing Consultant 200 40 160 Consultant 190 60 130 For services related to debt transactions (including Bonds) PFM will receive a fee of $.80 per $1,000 of bonds subject to a minimum transaction fee of $17,500, with a surcharge of $5,000 for refundings. In addition to the above, PFM will be compensated for the actual cost of necessary, reasonable, and documented out-of-pocket expenses incurred for travel, meals, lodging, telephone, mail, and other ordinary costs. PFM will be reimbursed for any actual extraordinary cost for graphics, printing, data processing and computer time, which are incurred by PFM with prior approval of the City. Appropriate documentation will be provided. The City and PFM reserve the right, during the term of this Agreement, to review the method of compensation. V. TERMS AND TERMINATION This Agreement shall remain in effect for a three (3) year period unless terminated in writing by either party for convenience or cause upon thirty (30) days written notice to the other party. The City shall have the right at its sole option and determination to renew this Agreement upon the same terms and conditions in this Agreement. I and Contracts Division of Tamarac VI. INDEMNIFICATION PFM shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with the work performed by PFM or its officers, employees, agents, subcontractors, or independent contractors, excepting only such damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reasons, the terms and conditions of this Article shall survive indefinitely. VII. INSURANCE PFM shall provide for and maintain in force at all times during the period of service to the City such insurance as specified by the City's Risk and Safety Manager. PFM shall file and maintain a Certificate of Insurance that meets all the requirements set forth herein with the City's Risk and Safety Manager prior to the commencement of the work to be performed under this agreement. Policies shall be issued by companies authorized to do business under the laws of the State of Florida and shall have adequate policyholders and financial ratings in the latest ratings of A.M. Best and be part of the Florida Insurance Guarantee Association Act. The Certificate shall contain a provision that coverage afforded under the policy will not be canceled until at least thirty (30) days prior written notice has been given to the City. In the event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse during the period of this Agreement, PFM shall furnish a renewal Certificate of Insurance as proof that equal and like coverage is in effect for the remainder of the Agreement or extension. VIII. INDEPENDENT CONTRACTOR PFM is an independent contractor, and not an employee of the City, and shall be responsible for its own work. The employees furnished by PFM to perform the services pursuant to this Agreement shall be deemed PFM's employees exclusively and said employees shall be paid by PFM. PFM shall be responsible for all obligations and reports concerning social security, unemployment insurance, workers' compensation, income tax, and other reports and deductions required and/or permissible by any applicable state or federal law. 3 AML City of Tamarac Purchasing and Contracts Division IX. ASSIGNABILITY PFM 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 prior written consent of the City. X. INFORMATION TO BE FURNISHED TO PFM All information, data, reports, and records in the possession of the City necessary for carrying out the work to be performed under this Agreement shall be furnished to PFM without charge by the City, and the City shall cooperate with PFM in every way possible, XI. 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 THE CITY OF TAMARAC: Director of Finance City of Tamarac 7525 NW 88t" Avenue Tamarac, FL 33321-2401 With a copy to: City Attorney City of Tamarac 7525 NW 88t" Avenue Tamarac, FL 33321-2401 XII. TITLE TRANSFER FOR PFM: Mr. Hal W. Canary Public Financial Management, Inc. 10100 Deer Run Farms Road, Suite 201 Fort Myers, FL 33912-1045 The products of this Agreement shall be the sole and exclusive property of the City upon completion or termination of this Agreement. PFM shall deliver to the City copies of any and all material pertaining to this Agreement. 4 City of Tamarac Purchasing Division IN WITNESS WHEREOF, the parties hereby have made and executed this Addendum to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, Joe Schreiber, and Public Financial Management, Inc., signing by and through its Chief Executive Officer, duly authorized to execute same. ATTEST: Marion Swenson, CMC City Clerk TTEST: (Corporate Secrets ) L Type/Print Name of Corp to Secy. (CORPORATE SEAL.) CITY OF TAMARAC Schreiber, Mayor Date Jeffrey ill , City Manager Date Public Financial Chief Executive Officer John White Type/Print Name of Chief Executive Officer Date M of Tamarac Purchasing Division CORPORATE ACKNOWLEDGEMENT STATE OF Pennsylva is : :SS COUNTY OF �i A I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared F. John White, Chief Executive Officer, Public Financial Management, Inc., a Pennsylvania Corporation, to me known to be the person described in and who executed the foregoing instrument and acknowledged before me that he executed the same. WITNESS my hand and official seal this day of 410A AL 2003. I ` SioNature of Notary Public ,�V=,Unsyly is CWCNPlftkwi, PIMMd* oozy My nLN111rMMbn ftkm Oct 24, M • mp Name of Notary Public [a` Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath rj M AN AGREEMENT BETWEEN THE CITY OF TAMARAC, FLORIDA •W PUBLIC FINANCIAL MANAGEMENT, INC. FOR FINANCIAL ADVISORY SERVICES This agreement, made this -& day of , 1996, by and between the City of Tamarac, a Municipal Corporation of the State of Florida, by and through the Tamarac City Commission (hereinafter call the "City") and Public Financial Management, Inc., 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 City Commission has determined that a financial advisor is necessary and appropriate for the implementation of strategies to meet current and long term capital financing requirements; and WHEREAS, a financial advisor is necessary and appropriate for the structure and issuance of bonded debt; and WHEREAS, the City solicited informal proposals from qualified firms through ar Expression of Interest instrument publicly advertised on April 8 and 15, 1996; and WHEREAS, seven proposals from qualified financial advisory firms were received and evaluated by a Financing and Selection Committee; and WHEREAS, the committee considered the scope of services, experience, technical resources, the specific needs of the City, and other intangibles in the proposals; and WHEREAS, the Financing and Selection Committee, the Director of Finance, and the City Manager, after due consideration, recommended PFM to be the City's financial advisor for providing a full range of financial and debt advisory services that may vary over time and may change depending on the unique circumstances associated with each transaction and/or project; and WHEREAS, PFM represents that it is capable of providing the necessary financial advisory services; and WHEREAS, the City Commission approved and authorized the appropriate City Officials to negotiate and enter into an agreement between the City of Tamarac and the firm of Public Financial Management, Inc., as the City's Financial Advisor; and WHEREAS, this Agreement sets forth the results of such negotiations and the entire understanding of the parties. NOW, THEREFORE, in consideration of the mutual covenants, conditions, term,. and provisions set herein to be kept and performed by and between the parties hereto, it is agreed as follows: ARTICLE I. SCOPE OF SERVICES PFM shall provide services related to financial planning and policy development and services related to debt issuance. The service provided shall include but not necessarily be limited to the following: Section 1. Serylg2s r1lated to Financialpianning (including Utilities1- 1.1 Assist the City in the formulation of Financial and Debt Policies anc Administrative Procedures. 1.2 Review current debt structure, identifying strengths and weaknesses of structure so that future debt issues can be structured 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 City with cost savings or efficiencies. 1.3 Analyze future debt capacity to determine the City's ability to raise future debt capital. 2 1.4 Assist the City with the development of its capital improvement program including identifying alternative sources of capital funding for infrastructure needs. 1.5 Advise and assist the City with the development and execution of capital financial planning by assessing capital needs; identifying potential revenue or financing sources; analyzing finance 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 providing analysis of each alternative as required as to budgetary and financial impact. 1.6 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 finance or debt issues; provide bond market assumptions necessary for financial projections included in these studies; attend all relevant working sessions regarding the preparation, review and completion of sucl Independent studies; and provide written comments and recommendations regarding assumptions, analytical methods, an( conclusions contained therein. 1.7 Develop 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 project operating and capital balances; selected operating debt ratios; and other financial performance measures as may be determined by the Director of Finance. 1.8 Provide debt service schedules reflecting varying interest rates, issue sizes, and maturity structures as these are needed for feasibility consultants or for related City fiscal planing. 1.9 Attend meetings with City Officials, staff, and consultants as may be required. 1.10 Review underwriter proposals and submit a written analysis of same to the City. 1.11 Undertake other financial planning assignments made by the City regarding bond and other financings as well as financial policy 3 I'/ - 5 6 - j L/O assignments including budget, tax, and cash management issues or related fiscal policy and programs. 1.12 Assist the City in preparing financial presentations for public hearings and/or referendums. 1.13 Provide special financial services as requested by the City. Section 2. Urvoc-9,-LB21jited to Debt Transactions (Ingludes short t2r and ..3..= ..n E2qjjgsj 2.1 Analyze financial and economic factors to determine if the issuani of debt, including bonds, Is appropriate. 2.2 Develop a financing plan in concert with City staff which would include recommendations as to the type of debt issuance, includir as appropriate the timing and number of series of bonds to be issued. 2.3 Assist the City by recommending the best method of sale of bond either as a negotiated sale, private placement or a public sale. In public sale, make recommendations as to the determination of the best bid. In the event of a negotiated sale, assist in the solicitatio review and evaluation of any investment banking proposals, and provide advice, analysis, and information necessary to aid in suct selection. 2.4 Advise as to the various financing alternatives available to the Cit 2.5 Develop alternatives related to debt transaction including evaluation of revenues available, maturity schedule and cash flom requirements. 2.6 Identify key bond features and advise provisions regarding securi reserve fund, flow of funds, redemption provisions, additional pail debt test, etc. 2.7 Evaluate benefits of bond insurance and/or security insurance for debt reserve fund. 2.8 Develop credit rating presentation, if appropriate, and coordinate with the City the overall presentation to rating agencies. 4 4� F (a - / �o 2.9 Assist the City in the procurement of other services relating to debt issuance such as printing, paying agent, registrar, etc. 2.10 Review the reports of accountants, independent engineers and other project feasibility consultants as requested to ensure that such studies adequately address technical, economic and financia risk factors affecting the marketability of any proposed 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. 2.11 Identify key bond covenant features and advise on provisions to b, included in bond resolutions regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt test, etc., and review and comment on successive drafts of bond resolutions. 2.12 Review the requirements and submit analysis of insurance agencies, rating agencies and other professionals as they pertain to the City"s debt or financial obligation. 2.13 Review the terms, conditions and structure of any proposed debt undertaken by the City and provide suggestions, modifications ano enhancements, where appropriate and necessary, to reflect the constraints of current financial policy and fiscal capability. 2.14 Assist in the preparation of the preliminary and final official statement and coordinate with the City the appropriate data, disclosure Information and pertinent factors regarding the City anc the proposed financing program. 2.15 Provide regular updates of tax-exempt bond market conditions an advise the City as to the most advantageous timing for issuing its debt. 2.16 Advise the City on the condition of the bond market at the time of sale, including volume, timing considerations, competing offerings and general economic considerations. 2.17 Assist and advise the City 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 pricinc, of the bonds is the lowest price based on existing market conditions. 5 4, F�; - / '/0 2.18 Provide all necessary financial advisory assistance deemed for successful conclusion of City debt issues and transactions. If the bond issue is competitive, the services of the Financial Advisor will be modified to reflect that process. Section 3. Special Services upon requegI of the City: PFM shall provide Special Services which shall include, but not be limited to, the following: impact fee financial analysis; grantsmanship; rate analysis; management analysis; legislative initiatives; special assessment analysis; and revenue enhancemer programs. ARTICLE 11. WORK SCHEDULE The services of the Financial Advisor are to commence as soon as practicable after the execution of this Agreement or a request by the City for debt transaction or special 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. ARTICLE III. COMPENSATION For the services described, PFM's professional fees and expenses shall be pair as follows: 1. For services related to financial planning and policy development or debt transactions exclusive of the issuance of bonds: The City shall pay PFM $15,000 as an annual retainer to be paid in quarterly installments beginning December 31, 1996 and concluding September 30, 1997. Future retainers shall be subject to annual negotiation and approval by tt City Commission, such approval to be given through appropriation in the annual budget. Notice of approval by the City Commission shall be giver each year through a letter from the Director of Finance. This letter shall n.. indicate any changes in the amount and/or terms of the retainer. 2. For services related to Debt Transaction inclusive of the issuance of bonds, PFM shall receive a fee of $0.80 per $1,000 of bonds issued, subject to a minimum amount of $12,600. If the debt transaction takes the form of a Competitive Sale or a Refunding, an additional $2,500 eact shall be added to the above fee. 3. For services related to Special Services, PFM shall receive either an hourly rate or a flat fee for the entire project. The hourly rate or the flat 0 fee may be negotiated by PPM and the City at the time the City requests the Special Service to take place. The service must be a service identified within this Agreement and the overall consideration for the service is subject to the City's Purchasing requirements in effect at the time of the transaction. Both the City and PFM agree that any hourly rates charged will not exceed the following schedule: personnel Hourly Hate Managing Director $175 Senior Managing Consultant 160 Consultant 130 In addition to the above, PFM will be compensated for necessary, reasonable, and documented out-of-pocket expenses incurred for out-of- state travel (including meals, lodging, and telephone expenses connecter with the out-of-state travel), telephone charges incurred on behalf of the City, and any actual extraordinary cost for special graphics or presentational work. This item specifically excludes all in -state travel and telephone expenses for calls made to the City. With the exception of out. of -state travel, this item is capped at $2,500 per contract year. The City and the Financial Advisor reserve the right, during the term of this Agreement, to review the capped amount of $2,500. ARTICLE IV. TERMS AND TERMINATION This Agreement shall remain in effect through September 30, 1999. The terms of this Agreement shall be for the provision of financial advisory services with an optior by the City to renew the Agreement for an additional two years and thereafter, annually upon the approval of the City Commission. In the event of a breach of contract by PFM or unsatisfactory perfomnance as determined by the City Manager or his designee, or if PFM performs in a manner that precludes the City from administering its functions or activities in an efficient manner, the City shall have the right to terminate this contract by specifying the date of termination in a written notice to the Financial Advisor at least thirty (30) calendar days before the termination date. The Financial Advisor shall be compensated through the date of termination based on the hours incurred at the Financial Advisor's billing rates quoted in this Agreement, or the pro -rate amount completed of a flat fee project, and/o time served as part of the retainer. This item is subject to the following: 1. The City expects the Financial Advisor's service to the City to be �Z- s�_ i yo continuous and uninterrupted. The Financial Advisor shall have and maintain sufficient staff and equipment to support the requirements of thic, Agreement on a continuous basis without interruption of service. Interruptions of service shall be cause for termination of the contract. 2. Upon the Financial Advisor's request, the City shall consider the facts and extent of any failure to perform the work and, if the Financial Advisor' failure to perform was without fault or negligence, all affected provisions c the Agreement shall be revised accordingly, subject to the City's rights to change, terminate, or stop any or all work at any time. 3. If the Financial Advisor does not maintain an office within the State of Florida, the City has the option to terminate this Agreement. ARTICLE V. INDEMNIFICATION The Financial Advisor agrees to indemnify, save harmless, and defend by counsel chosen by the City, the City, its officers, agents and employees, from or on account of any injury or damage received or sustained by any person or persons dudni, or on account of any operations connected with the provision of financial advisory services pursuant to this Agreement; or by or in consequence of any negligence (excluding negligence by the City) in connection with the same, for which the City is alleged to be liable. The City does not waive its rights to sovereign immunity by virtue of its entering into this Agreement. ARTICLE VI. INSURANCE The Financial Advisor shall provide for and maintain in force at all times during the period of service to the City such insurance as specified In Exhibit A. PFM shall file and maintain a Certificate of Insurance that meets all the requirements set forth herein with the City's Risk Management Department prior to the commencement of the work to be performed under this agreement. Policies shall be issued by companies authorized to do business under the law of the State of Florida and shall have adequate policyholders and financial ratings in the latest ratings of A.M. Best and be part of the Florida Insurance Guarantee Association Act. The Certificate shall contain a provision that coverage afforded under the policy will no be canceled until at least thirty (30) days prior written notice has been given to the City In the event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse during the period of this agreement, PFM shall furnish, at least thirty (30) days prior to the expiration of the date such insurance, a renewal Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement or extension thereunder is in effect. 8 4- 96_ / cl� ARTICLE VII, INDEPENDENT CONTRACTOR PFM is an independent contractor, and not an employee of the City, and shall responsible for its own work. The employees furnished by PFM to perform the servic pursuant to this Agreement shall be deemed PFM's employees exclusively and said employees shall be paid by PFM. PFM shall be responsible for all obligations and reports concerning social security, unemployment insurance, workers' compensation income tax, and other reports and deductions required and/or permissible by any applicable state or federal law. ARTICLE VIII. 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 al interest in the same without prior written consent of the City. ARTICLE IX. INFORMATION TO BE FURNISHED TO THE FINANCIAL ADVISOR All information, data, reports, and records in the possession of the City necessary for carrying out the work to be performed under this Agreement shall be furnished to the Financial Advisor without charge by the City. ARTICLE X. NOTICES When either party desires to give notice (i.e. conflict of interest and terminatioi of agreement, etc.) to the other, such notice must be in writing, sent by certified Unite States mail, return receipt requested; or by facsimile transmission followed by United States mail; or by hand -delivery addressed to the party for whom it Is intended at the place last specified; and the place for giving notice shall remain such until it shall hav been changed by written notice in compliance with the provisions of this paragraph. the present, the parties designate the following as the respective places for giving notice, to -wit: FOR THE CITY OF TAMARAC: City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 and E City Attorney City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 FINANQ18LAD Ms. Lavon P. Wisher, Managing Director Public Financial Management, Inc. 5900 Enterprise Parkway Fort Myers, Fl. 33905 ARTICLE XI. TITLE TRANSFER The products of this Agreement shall be the sole and exclusive property of the City upon completion or termination of this Agreement. Upon request by the City, the Financial Advisor shall deliver to the City copies of any and all material relating to provisions of this Agreement. ARTICLE All. FINANCIAL ADVISOR'S REPRESENTATIVES A. Assignment of Named Individuals The following named individuals from PFM shall provide the services set forth in this Agreement: Project Manager Lavon Wisher Senior Managing Consultant Phil Brown Consultant Patti Garrett The project manager shall have the right to assign other staff members with specific expertise to any of the services provided to the City should the need arise. Th Rem is subject to item B below. B. Changes in Staff Requested by the Issuer The City has the right to request, for any reason, PFM to replace any member a the advisory staff. Should the City make such a request, PFM shall promptly suggest substitute for approval by the City. Should the City disapprove a suggested change, then PFM shall not make the change and PFM will suggest another proposed substitute. This process will continue until a substitute acceptable to the City is found. 10 ARTICLE XIII. POTENTIAL CONFLICTS OF INTEREST The Financial Advisor, during the term of this Agreement, shall promptly notify the City in writing of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the Financial Advisor's judgment or quality of services. The notice shall identify the prospective business association, interest or circumstance and the nature of work that the Financial Advisor wants to undertake and request the City's opinion as to whether the association, interest or circumstance would, in the opinion of the City, constitute a conflict of interest if entered into by the Financial Advisor. The City agrees to notify the Financial Advisor of its opinion within 30 days of receipt of notification by the Financial Advisor. If, in the opinion of the City, the prospective business association, interest or circumstance would not constitute a conflict of interest by the Financial Advisor, the Cii shall so state in its opinion, and the association, interest, or circumstance shall not be deemed in conflict of interest with respect to the services. If, in the opinion of the City, the prospective business association, interest or circumstance does constitute a conflil of interest by the Financial Advisor, the City shall so state in its opinion, and the association, Interest, or circumstance shall be deemed in conflict of interest with respe to tbm services and will be cause for termination of that service. ARTICLE XIII. . FLORIDA LAW, VENUE This agreement shall be governed by and construed under the laws of the Stab of Florida. In the event of litigation between the parties, venue for any such litigation shall be Broward County, Florida. 11 IN WITNESS WHEREOF, the City and Financial Advisor have executed this Agreement as of the day and year herein above written. ATTEST: Of " I t , -, �Z; i T4- :1 e�- —� CAROL A. EVANS, CITY CLERK ilk cin of TAMwRac By: k6144-k RMAN ABRAMOWITZ, F (SEAL) r7"' J. S-' f) vt ), ROBERTS. NOE, JR. CITY MANAC qPP OVEtD S TO F AND LEGAL S FICIENCYi MITCHEL S. KRAFTICITYATf R PUBLIC FINANCIAL MANAGEMENT, It WITNESSES 'r White (PRESIDENT) Pamela For QD ED: "` Steve Boyle ATTY• E (/ B ` � K a�� CURPGRATE SECRETARY Barbara Biagaier 12 Temp. Reso. # 8834 November 12, 1999 Page 1 Exhibit 1 Revised December 1, 1999 ADDENDUM TO OCTOBER 16, 1996 AGREEMENT BETWEEN THE CITY OF TAMARAC AND PUBLIC FINANCIAL MANAGEMENT, INC. FOR PROVIDING FINANCIAL ADVISOR SERVICES This Addendum to the October 16, 1996 Agreement between the City of Tamarac (hereinafter "CITY") and Public Financial Management, Inc. (hereinafter "PFM"), is made K and entered into this `"'"day ofbt6-,14�. 1999. WITNESSETH: WHEREAS, the CITY and PFM entered into an Agreement dated October 16, 1996, relating to providing financial advisor services to the City of Tamarac; and WHEREAS, PFM has expressed a strong desire to have a long term mutually rewarding relationship with the CITY. NOW, THEREFORE, in addition to the obligations set forth in the Agreement of October 16, 1996, between City and PFM, the parties agree as follows: 1. Article 1, SCOPE OF SERVICES, Section 2, Services Related to Debt Transactions, is amended to read as follows: Article 1 Section 2. Services Related to Debt Transactions (includes short term financing, Temp. Reso. # $634 November 12, 1999 Page 2 Exhibit 1 Revised December 1, 1999 Lease/purchases, notes, loans, letters of credit, line of credit and bonds) upon request of the City: 2.19 Es row 2ructuring for Ref uaqLnA Transactions — PFM will serve as Investment Advisor to the City in con'unction with the procurement of r f n escrow investments. As such PFM will analyze and model alternative Escrow Structures -develop written terms for a request for escrow securities offerings. receive Mmpetitive offers for securities re are such cash ow and yield calculations as re uired by bond counsel the verification agent and the City and 222rdinate the settlement of the Escrow securities. The fee for this service will be negotiated on a transaction by transaction basis and will be based ul2on the escrow's maturity, COMDIeXitV, and number of securities to be purchased. 2. Article III, COMPENSATION is amended to read as follows: Article III COMPENSATION 2. For services related to Debt Transaction inclusive of the issuance of bonds, PFM shall receive a fee of $0.80 per $1,000 of bonds issued, subject to a minimum amount of-$42-,500 17 500. If the debt transaction takes the form of a Competitive Sale or a Refunding, an additional $2,500 each shall be added to the above fee. 3. For services related to Special Services, PFM shall receive either an hourly rate or a flat fee for the entire project. The hourly rate or the flat fee may be negotiated by PFM and the City at the time the City requests the Special Service to take place, The service must be a service identified within this Agreement and the overall consideration for the service is subject to the City's Purchasing requirements in effect at the time of the transaction. Both the City and PFM agree that any hourly rates charged will not exceed the following schedule: Personnel Hourly Rate Managing Director $175 Senior Managing Consultant 160 Consultant 130 Temp. Reso. # 8834 November 12, 1999 Page 3 Exhibit 1 Revised December 1, 1999 Reimbursable Expense In addition to the above PFM will be compensated for necessary, reasonable, and documented out of pocket expenses incurred for out of state travel (including meals, lodging, and telephone expenses connected with the out of state travel), telephone charges incurred on behalf of the City and any actual extraordinary cost for special graphics or presentational work. This item specifically excludes all in state travel and telephone expenses for calls made to the City. With the exception of out of state travel, this item Is capped at $2,500 per contract year. The City and the Financial Advisor reserve the right, during the term of this Agreement, to review the capped amount of $2,500. For debt transaction related ex enses out of pocket expenses will be reimbursed at cost, but shall not exceed $4,000. 3. The October 16, 1996 Agreement between the City and PFM, is hereby renewed for a two year term of October 1, 1999 through September 30, 2001 pursuant to Article IV of the Agreement. 4. The October 16, 1996 Agreement between the CITY and PFM and all subsequent amendments and addenda thereto not subject to this or other duly executed amendments and addenda remain in full force and effect. Failure to specifically delineate any prior terms or conditions in this addendum does not operate to relieve CITY or PFM of any obligations pursuant to the Agreement or waive any rights contained therein. 5. Effective date of this Agreement shall be date of execution by the last party to execute. Temp. Reso. # 8834 November 12, 1999 Page 4 Exhibit 1 Revised December 1, 1999 IN WITNESS WHEREOF, The parties hereby have made and executed this Addendum to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, Joe Schreiber, and Public Financial Management, Inc. signing by and through its Managing Director, Lavon P. Wisher and Senior Managing Consultant, Patricia A. Garrett duly authorized to execute same. ATTES CAROL GOLD MC/AAE CITY CLERK p r ve as t fo and a sufficiency MI ELL S. KRA CITY ATTORNEY Date: _/ WITNESS: CITY TAMA AC BY JOE7 CHREIBER, MAYOR JEFFREY LER, CITY MANAGER Date: Temp. Reso. # 8834 November 12, 1999 Page 5 Exhibit 1 Revised December 1, 1999 PUBLIC FINANCIAL MANAGE ENT, INC. By LAVON P. WISHER, MANAGING DIRECTOR By PATRICIA A. GARFJETT SENIOR MANAGING CONSULTANT WITNESS: l TATE OF FLORIDA ) COUNTY OF ) BEFORE ME, the undersigned authority, this day personally appeared Lavon P, Wisher, Managing Director and Patricia A. Garrett, Senior Managing Consultant, acknowledged to me and before me that they executed the foregoing contract for the uses and purposes therein expressed with due authority in that behalf from the City Commission of the City of Tamarac, Broward County, Florida, INVITNESS WHEREOF, I have here _ c my hand an official seal at Florida. Personally known to me Produced Identification Commission Number and Expiration Date: Not�,jf / Public, State of 1oYida at Large =,.- N MY C772667EXP 2002ROWdNwMars SECOND ADDENDUM TO THE AGREEMENT BETWEEN THE CITY OF TAMARAC AND PUBLIC FINANCIAL MANAGEMENT, INC. FOR PROVIDING FINANCIAL ADVISORY SERVICES This Second Addendum to the October 16, 1996 Agreement between the City of Tamarac (hereinafter "the City") and Public Financial Management, Inc. (hereinafter "PFM"), is made and entered into this.Oday of January, 2002. WITNESSETH WHEREAS, the City and PFM entered into an Agreement dated October 16, 1996 which incorporated an addendum dated December 8, 1999, relating to providing financial advisory services to the City of Tamarac; and WHEREAS, PFM has expressed a strong desire to have a long term mutually rewarding relationship with the City. NOW, THEREFORE, the parties agree as follows: The October 16, 1996 Agreement and the December 8, 1999 Addendum thereto between the City and PFM, is hereby renewed for a one-year term of October 1, 2001 through September 30, 2002 pursuant to Article IV of the Agreement dated October 16, ••-_1 The October 16, 1996 Agreement and December 8, 1999 Addendum thereto between the City and PFM and all subsequent amendments and addenda not subject to this or other duly executed amendments and addenda remain in full force and effect. Failure to specifically delineate any prior terms or conditions in this addendum does not operate to relieve the City or PFM of any obligations pursuant to the Agreement or waive any rights contained therein. Effective date of this Agreement shall be date of execution by the last party to execute. IN WITNESS WHEREOF, The parties hereby have made and executed this Addendum to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, Joe Schreiber, and Public Financial Management, Inc. signing by and through its Managing Director, Lavon P. Wisher duly authorized to execute same, ATTEST: Marion Swenson, CIVIC City Clerk Date: l /01f/0 L- WITNESS: ti Signature Vivian F—Pigott Type/Print Name CITY OF TAMARAC >JQ Schreiber, Mayor Date: I 2 "3 -02? All 4 Jeffrey filler, City Manager Date: I- 2-3 c Z PUBLIC FINANCIAL MANAGEMENT, INC. 4 1 �• Lavon P. Wisher, Managing Director Date: //Is/60z' ACKNOWLEDGEMENT STATE OF FLORIDA :SS COUNTY OF Lee I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Lavon P. Wisher, Managing Director, to me known to be the person(s) described herein and who executed the foregoing instrument and acknowledged before me that she executed the same. WITNESS my hand and official seal Jhi�/ j 5±h day of 2002_ NOTARY P LIO, State of Florida t Large : ,. �i., KELLYANNAYMAN MY COMMISSION R CC 772667 EXPIRES: October 13, 2002 Bonded Thru Nowy Publk Un&miwrs (Name , amp, or Type as Commissioned) (personally known to me or ( ) Produced Identification Type of I.D. Produced (,,),61D take an oath, or( ) DID NOT take an oath C'il� �f7�mwlwr h/rc twin,: Oivi�iwl THIRD ADDENDUM TO THE AGREEMENT BETWEEN THE CITY OF TAMARAC AND PUBLIC FINANCIAL MANAGEMENT, INC. FOR PROVIDING FINANCIAL ADVISORY SERVICES This Third Addendum to the October 16, 1996 Agreement between the City of Tamarac (hereinafter "the City") and Public Financial Management, Inc. (hereinafter "PFM"), is made and entered into this day of September, 2002. WITNESSETH WHEREAS, the City and PFM entered into an Agreement dated October 16, 1996 which incorporated two addendums dated December 8, 1999, and January 23, 2002 respectively, relating to providing financial advisory services to the City of Tamarac; and WHEREAS, PFM has expressed a strong desire to have a long term mutually rewarding relationship with the City. NOW, THEREFORE, the parties agree as follows: The October 16, 1996 Agreement and the December 8, 1999 and January 23, 2002 Addendums thereto between the City and PFM, are hereby renewed for a one- year term from October 1, 2002 through September 30, 2003 pursuant to Article IV of the Agreement dated October 16, 1996. The October 16, 1996 Agreement and December 8, 1996 and January 23, 2002 Addendums thereto between the City and PFM and all subsequent amendments and addenda not subject to this or other duly executed amendments and addenda remain in full force and effect. Failure to specifically delineate any prior terms or conditions in this addendum does not operate to relieve the City or PFM of any obligations pursuant to the Agreement or waive any rights contained herein. Effective date of this Agreement shall be date of execution by the last party to execute. i i hY of 111MCN7(i.' Por(:'hu,Siam Oh'i.lit+n IN WITNESS WHEREOF, the parties hereby have made and executed this Addendum to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, Joe Schreiber, and Public Financial Management, Inc., signing by and through its Senior Managing Consultant, duly authorized to execute same. ATTEST: Marion Swenson, CMC ir City Clerk Date / ATTEST: (Corporate Secretary) Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TAMARAC Jo chreiber, Mayor 04 U d" Date Jeffrey L. Millef, City Manager Date and legal sufficiency: Mitchell S. (9ft, City Attorney -- q u'LU Z Date Public Fin ncial Mana ment, Inc. Comr)ariO Name tune of Senior Managirr4 jConsultant Hal W. Cana Type/Print Name of Senior Managing Consulrant Date 10 ('d o(lanrturlr ('nrc hatiiu,e !>irisirnr CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA 'SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the Sate aforesaid and in the County aforesaid to take acknowledgments, personally appeared Hal Canary, Senior Managing Consultant, Public Financial Management, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that/she executed the same. WITNESS my hand and official seal this 13 day of , 2002. ; tiM"tip : i+i KELLY ANN RYMAN MY COMMISSION # DD 125967 EXPIRES: 4ctot*r 13, 2006 . WNW Thru NoWy Pu* undliwnyyn Name of Notary Public Personally known to me or Produced Identification Type of I.D. Produced DID take an oath, or ❑ DID NOT take an oath.