HomeMy WebLinkAboutCity of Tamarac Resolution (24)Temp. Reso. #9652
January 7, 2002
Rev. #1 January 15, 2002
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2002-024
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE A
SECOND ADDENDUM TO THE EXISTING
AGREEMENT BETWEEN THE CITY OF TAMARAC
AND PUBLIC FINANCIAL MANAGEMENT, INC.,
EXERCISING THE OPTION TO RENEW FINANCIAL
ADVISOR SERVICES FOR AN ADDITIONAL YEAR
EFFECTIVE OCTOBER 1, 2001 THROUGH
SEPTEMBER 30, 2002; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, The City has contracted with Public Financial Management,
Inc. to provide financial advisor services for the past five years; and
WHEREAS, the agreements authorized by Resolution R-96-140 and
Resolution R-99-333 allows the City to renew the contract annually for an
additional one year period upon approval by the City Commission (Agreements
attached hereto as Exhibit 2); and
WHEREAS, Public Financial Management, Inc. has provided qualitative
financial advisor services in accordance with the terms of the agreement; and
WHEREAS, the Interim Director of Finance and the City Manager
recommend that the Second Addendum to the agreement be approved and the
Agreement with Public Financial Management, Inc. be extended for an additional
one-year term to provide financial advisor services; and
Temp. Reso. #9652
January 7, 2002
Rev. #1 January 15, 2002
Page 2
WHEREAS, the City Commission of the City of Tamarac, Florida, deems it
to be in the best interests of the citizens and residents of the City of Tamarac to
approve the Second Addendum to the Agreement and extend the contract
between the City of Tamarac, Florida and Public Financial Management, Inc. for
a one-year period effective October 1, 2001 through September 30, 2002.
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
accept and execute the Second Addendum to the October 16, 1996 Agreement
and December 8, 1999 Addendum thereto between the City of Tamarac, Florida
and Public Financial Management, Inc. providing for financial advisor services
(attached hereto as Exhibit 1), and renewing the Agreement for an additional
one-year period.
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.
1
1
Temp. Reso. #9652
January 7, 2002
Rev. #1 January 15, 2002
Page 3
SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED, AND APPROVED this 23d day of January, 2002.
-ATTEST:
MARION 8WENSON, CMC
CITY CLERK
I HEREBY CERTIFY that I
have approved this
RESOLUTION as to form.
ITCHELL S.
CITY ATTO
1_j JOE SCHREIBER
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR SCHREIBER _Aye/
DIST 1: COMM. PORTNER 81
DIST 2: COMM. MISHKIN_Aye.
DIST 3: V/M SULTANOF A el
DIST 4: COMM. ROBERTS A e.
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.23day 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,
1996.
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 Swen on, CIVIC
City Clerk
Date: L1410
WITNESS:
G�
Signature
Vivian E. Pigott
Type/Print Name
CITY OF TAMARAC
J e Schreiber, Mayor
Date: 1 -Z 2,_0 2
effrey L. iller, City Manager
Date: ) - 2 3 -a2
hell S
Date
form Od legal
Vity ttorney
Z 6 Z..�
PUBLIC FINANCIAL MANAGEMENT, INC.
4atrcl,fl (�) Z��4 J'a)
Lavon P. Wisher, Managing Director
Date: 1 /4 Z0(5Z1
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 sea) tNs- � 5th day of �anuar, 2002.
NOTARx � 313LIC, StaterFk�ida at
Large `�
11 ti p, y KELLY AWAYMAN
MY COMMISSION # CC 772667
a•
(Name of N m u r
Type as Commissioned)
Personally known to me or
Produced Identification
Type of I.D. Produced
( ) DID take an oath, or( ) DID NOT take an oath
EXHIBIT 2
TEMP RESO 9652
OF TAMS
333
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
and entered into this day of , 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,
EXHIBIT 2
TEMP RESO 9652
Lease/purchases, notes, loans, letters of credit, line of credit and
bonds) upon request of the City:
2.19 Escrow Structuring for Refunding Transactions — PFM will serve as
Investment Advisor to the City in conjunction with the procurement of
refunding escrow investments. As such PFM will analyze and model
alternative Escrow Structures develop written terms for a request fo
escrow securities offerings, receive competitive offers for securities
prepare such cash flow and yield calculations as required by bond
counsel the verification agent and the City and coordinate the
settlement of the Escrow securities. The fee for this service will be
negotiated on a transaction by transaction basis and will be based
.upon the escrow's maturity, complexity, 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►8A 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
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TEMP RESO 9652
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 expenses, 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.
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TEMP RESO 9652
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
Xrve-d as t foand al sufficiency
L S. KRAF
CITY ATTORNEY
Date:
WITNESS:
CITY TAMA A/C
BY _
JOE� CHREIBER, MAYOR
JEFFREY L. IbITLLER, CITY MANAGER
Date:
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TEMP RESO 9552
PUBLICnFINANCIAL MANAGE ENT, INC.
By
LAVON P. WISHER,
MANAGING DIRECTOR
PATRICIA A. GARP
SENIOR MANAG4NG CONSULTANT
WITNESS:
4,
TATE OF FLORIDA )
ss.:
COUNTY OF ate• )
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.
I ITNESS WHEREOF, I have here 7.M/'
y hand official seal at
"-1� 'k"V , Florida.
V Personally known to me
Produced Identification
Commission Number and Expiration Date
NoV /Public, State of Vloiida at Large
KELLY ANN RYMAN
;.: MY COMMISSION N CC 772667
` a= EXPIRES: October 13, 2002
9ondad Thro Nota Pub6 ry c Undarwrrtars
X-7&-/V0
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LIVJ
AN AGREEMENT BETWEEN THE CITY OF TAMARAC, FLORIDA
641
PUBLIC FINANCIAL
MANAGEMENT, INC.
FOR FINANCIAL ADVISORY SERVICES
This agreement, made this I day of c. 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 an
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
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TEMP RESO 9652
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, terms
and provisions set herein to be kept and performed by and between the parties hereto,
it is agreed as follows:
ARTICLE 1. 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:
1.1 Assist the City in the formulation of Financial and Debt Policies and
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.
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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 such
independent studies; and provide written comments and
recommendations regarding assumptions, analytical methods, and
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
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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. Sermices Related to DebtTransactions (includes short term
financings, leaselourchaseg, notes loans, letters of credit. line o#
credit nd bonds) upon reguest of the City:
2.1 Analyze financial and economic factors to determine if the issuance
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, including
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 bonds,
either as a negotiated sale, private placement or a public sale. In a
public sale, make recommendations 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, analysis, and information necessary to aid in such
selection.
2.4 Advise as to the various financing alternatives available to the City.
2.5 Develop alternatives related to debt transaction including
evaluation of revenues available, maturity schedule and cash flow
requirements.
2.6 Identify key bond features and advise provisions regarding security,
reserve fund, flow of funds, redemption provisions, additional parity
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.
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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 financial
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 be
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 and
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 and
the proposed financing program.
2.15 Provide regular updates of tax-exempt bond market conditions and
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 pricing
of the bonds is the lowest price based on existing market
conditions.
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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. S p„gci Servic ss upon request of the Cif
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 enhancement
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 paid
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 the
.
City Commission, such approval to be given through appropriation in the
annual budget. Notice of approval by the City Commission shall be given
each year through a letter from the Director of Finance. This letter shall
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,
takes
subject to a minimum amount of $12,500. If the debt.transaction
(�
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
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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 HOudy Rate
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 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.
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 option
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 performance 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-rata amount completed of a flat fee project, and/or
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
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continuous and uninterrupted. The Financial Advisor shall have and
maintain sufficient staff and equipment to support the requirements of this
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's
failure to perform was without fault or negligence, all affected provisions of
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 during
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 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, 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.
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ARTICLE VII. 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.
ARTICLE Vill. 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 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 termination
of agreement, etc.) to the other, such notice must be in writing, sent by certified United
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 have
been changed by written 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 QITY OE TAMARAC:
City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, Florida 33321-2401
and
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City Attorney
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, Florida 33321-2401
FOR THE FINANCIALAD I
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 XII. 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. This
item 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 of
the advisory staff. Should the City make such a request, PFM shall promptly suggest a
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.
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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 City
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 conflict
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 respect
to tbp 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 State
of Florida. In the event of litigation between the parties, venue for any such litigation
shall be Broward County, Florida.
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IN WITNESS WHEREOF, the City and Financial Advisor have executed this -
Agreement as of the day and year herein above written.
U-1110M
al'I de�41r�
CAROL A. EVANS, CITY CLERK
MR
CITY . TAMARAC
By
AORMAN ABRAMOWITZ, NUOR
(SEAL)
ROBERT S. NOE, JR. CITY MAMA R
APPROVtD S TO F AND LEGAL S FICIENCY:
MITCHEL S. KPkFVCITY ATT R
PUBLIC FINANCIAL MANAGEMENT, INC.
WITNESSES "
Ito(PRESIDENT)
Pamela For. D ED: � /{
Steve Boyle
ATTE (/
By: `ul�L4 a�
CORPORATE ECRETARY
Barbara Biagaier
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EXHIBIT A
INSURANCE REQUIREMENTS:
PFM agrees that, in the performance of work and services under this Agreement, comply with all Federal, State
and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement that are
applicable to Contractor, its employees, agents or subcontractors, if any, with respect to the work and services
described herein.
PFM shall maintain in full force and effect during the life of the contract, Workers' Compensation insurance
covering all employees in performance of work under the contract. PFM shall make this same requirement of
any of its subcontractors.
PFM shall indemnify and save the City harmless from any damage resulting to them for failure to either PFM or
any subcontractor to take out or maintain such insurance.
The following are required types and minimum limits of insurance coverage which the Bidder agrees
to maintain during the term of this contract,
CQMPREHENSIVE
Comprehensive $1,000,000
Premises -Operations
Contractual Liability
Personal Injury
Explosion and Collapse
Underground Hazard
Products/Completed Operations
Broad Form Property Damage
Independent Contractors
Cross Liability and Severability of Interest Clause
PER PERSOIJ.
Comprehensive $500,000
Owned
Hired
Non -Owned
- Fx -
Neither PFM nor any subcontractor shall commence work under this contract until they have obtained all
insurance required under this section and have supplied owner with evidence of such coverage in the form
of a Certificate of Insurance and endorsement
Such certificates shall be approved by the City.
ALL INSURANCE COMPANIES PROVIDED SHALL:
Be rated at least A- IX per Bests Key Rating Guide; be licensed to do business in Florida.
All policies shall be Occurrence not Claims Made forms.
PFM liability insurance policies shall be endorsed to add the City of Tamarac as an Additional Insured. PFM
liability insurance shall be primary to any liability insurance policies carried by the City. PFM shall be
responsible for payment of all deductibles and self -insured retentions on Bidder's liability insurance policies.
PFM shall require insurance companies providing coverage to give Owner thirty (30) days' written notice of
its intent to cancel or terminate policy. PFM insurance shall be primary.
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