R10-157
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1 RESOLUTION NO. RIO- /~-7
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY
4 OF BOYNTON BEACH, FLORIDA, AWARDING, APPROVING
5 AND AUTHORIZING THE CITY MANAGER TO EXECUTE A
6 CONSULTANT AGREEMENT WITH PUBLIC FINANCIAL
7 MANAGEMENT, INC., FOR FINANCIAL ADVISORY SERVICES
8 TO ASSIST AND ADVISE THE CITY WITH CAPITAL
9 FINANCING AND RELATED DEBT ISSUANCE AND BUSINESS
10 TRANSACTIONS WITH FINANCIAL INSTITUTIONS; AND
11 PROVIDING AN EFFECTIVE DATE.
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14 WHEREAS, on September 20, 2010, Procurement Services opened and evaluated
15 four (4) proposals responding to RFP #067-1410-10/JMA for Financial Advisory Services;
16 and
17 WHEREAS, Public Financial management, Inc., (PFM) is being recommended as
18 the most responsive responsible responder to the RFP; and
19 WHEREAS, upon recommendation of staff, the City Commission has determined
20 that it is in the best interests of the residents of the City to award, approve and enter into a
21 Consultant Agreement with Public Financial Management, Inc., to assist and advise the City
22 with capital financing and related debt issuance and business transactions with financial
2 institutions.
2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
2 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
2 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
2 being true and correct and are hereby made a specific part of this Resolution upon adoption
2 hereof.
2 Section 2. The City Commission hereby awards, approves and authorizes the
3 City Manager to execute a Consultant Agreement between the City of Boynton Beach and
S:\CA\RESOlAgreements\Reso - Financial Management Consultant Agreement.doc
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1 Public Financial Management, Inc. for financial advisory services to assist and advise the
2 City with capital financing and related debt issuance and business transactions with financial
3 institutions, a copy ofthe Consultant Agreement is attached hereto as "Exhibit A"
4 Section 3. This Resolution shall become effective immediately upon passage.
5 rd
6 PASSED AND ADOPTED this .9-day of November, 2010.
7 CITY OF BOYNTON BEACH, FLORIDA
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23 ATTEST:
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30 (Corporate Seal)
S:\CA\RESOlAgreements\Reso - Financial Management Consultant Agreement.doc
R to - 157
CONSULTANT AGREEMENT
FOR FINANCIAL ADVISORY SERVICES
THIS AGREEMENT is entered into this 3rd day of November, 2010 between the City of
Boynton Beach, a municipal corporation of the State of Florida, hereinafter referred to as "the
City", and Public Financial Management, Inc., a Pennsylvania corporation authorized to transact
business in the State of Florida, hereinafter referred to as "the Consultant", in consideration of
the mutual benefits, terms, and conditions hereinafter specified.
1. TERM OF AGREEMENT. The term of this Agreement shall run for a five (5) year term
from the above date with an option to renew for two (2) additional one (I) year periods,
subject to termination as provided herein.
2. SCOPE OF SERVICES. The Consultant is retained by the City and the Consultant agrees to
perform the FINANCIAL ADVISORY SERVICES identified on Exhibit A-I attached
hereto, including the provision of all labor, materials, equipment and supplies. Such
additional services, if any, shall be mutually agreed upon and authorized in the form of an
appropriately approved Purchase Order stating the scope of services, fees, and deliverables.
3. CITY RESPONSIBILITIES. The City will be responsible for providing requested
information, available plans and documents to the Consultant in a timely manner.
4. ST ANDARD OF CARE. The Consultant shall perform services with the same degree of
care, skill and scope of services as is ordinarily provided by a professional Consultant
performing Financial Advisory Services. The Consultant shall perform or re-perform any
services which fail to meet the above standard of care at no added cost to the City.
5. PAYMENT. The CITY shall pay the Consultant in accordance with the Fee Schedule,
pursuant to Exhibit A-2, which is attached hereto as part of this Agreement.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, specifications, disks and
other materials produced by the Consultant in connection with the services rendered under
this Agreement shall be the property of the City whether the project for which they are made
is executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of documents, specifications, disks and other materials for information, reference and
use in connection with Consultant's endeavors.
7. COMPLIANCE WITH LAWS. Consultant shall, in performing the services contemplated
by this service Agreement, faithfully observe and comply with all federal, state and local
laws, ordinances and regulations that are applicable to the services to be rendered under this
agreement.
8. INDEMNIFICATION. Consultant shall indemnify, defend and hold harmless the City, its
offices, agents and employees, from and against any and all claims, losses or liability, or any
portion thereof, including attorneys fees and costs, arising from injury or death to persons,
including injuries, sickness, disease or death to Consultant's own employees, or damage to
property occasioned by a negligent act, omission or failure of the Consultant.
9. INSURANCE. The Consultant shall secure and maintain in force throughout the duration of
this contract comprehensive general liability insurance with a minimum coverage of
$1,000,000 per occurrence and $1,000,000 aggregate for personal injury; and $1,000,000 per
occurrence/aggregate for property damage, and professional liability insurance in the amount
of$I,OOO,OOO. (See Attachment A)
Said general liability policy shall name the City of Boynton Beach as an additional named
insured and shall include a provision prohibiting cancellation of said policy except upon
thirty (30) days prior written notice to the City. Certificates of coverage as required by this
section shall be delivered to the City within fifteen (15) days of execution of this Agreement.
10. INDEPENDENT CONTRACTOR. The Consultant and the City agree that the Consultant is
an independent contractor with respect to the services provided pursuant to this Agreement.
Nothing in this Agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither Consultant nor any employee of Consultant
shall be entitled to any benefits accorded City employees by virtue of the services provided
under this Agreement. The City shall not be responsible for withholding or otherwise
deducting federal income tax or social security or for contributing to the state industrial
insurance program, otherwise assuming the duties of an employer with respect to Consultant,
or any employee of Consultant.
II. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that they have not
employed or retained any company or person, other than a bonafide employee working solely
for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay
any company or person, other than a bonafide employee working solely for the Consultant,
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent
upon or resulting from the award or making of this contract.
For breach or violation of this warranty, the City shall have the right to annul this contract
without liability or, in its discretion to deduct from the contract price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift,
or contingent fee.
12. DISCRIMINATION PROHIBITED. The Consultant, with regard to the work performed by
it under this Agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, sex or the presence of any physical or sensory handicap in the selection
and retention of employees or procurement of materials or supplies.
13. ASSIGNMENT. The Consultant shall not sublet or assign any of the services covered by
this Agreement without the express written consent of the City.
14. NON-WAIVER. Waiver by the City of any provision of this Agreement or any time'
limitation provided for in this Agreement shall not constitute a waiver of any other provision.
15. TERMINATION. The City reserves the right to terminate this Agreement without cause at
any time by giving ten (10) days written notice to the Consultant. The Consultant shall
terminate services on a schedule acceptable to the City.
16. CONSULTANT'S PROJECT TEAM. The City shall have the right to approve the removal
of a project team member, or any supervisory personnel assigned to the project. If approved,
the surviving members of the Consultant hereby agree to complete the work under the terms
of this Agreement, if requested to do so by the City. This section shall not be a bar to
renegotiations of this Agreement between surviving members of the Consultant and the City,
if the City so chooses.
17. DISPUTES. Any dispute arising out of the terms or conditions of this agreement shall be
adjudicated within the courts of Florida. Further, this agreement shall be construed under
Florida Law.
18. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Attention: Mr. Kurt Bressner, City Manager
Copy to: Mr. E. Barrett (Barry) Atwood, Sr., Finance Director
9Notices to Consultant shall be sent to the following address:
Public Financial Management, Inc.
300 South Orange A venue, Suite 1170
Orlando, FL 32801
Attention: David M. Moore, Managing Director
19. INTEGRATED AGREEMENT. This Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. This
Agreement may be amended only by written instrument signed by both City and Consultant.
DA TED this 3rd day of November, 2010.
CITY OF BOYNTON BEACH PUBLIC FINANCIAL MANAGEMENT, INe.
By: ~ By:
City Manager Ti;;eJ/$/4fr11f {j'f
Attest! Authenticated:
~Yn.P~ (Corporate Seal)
Cit Clerk (B:CatC:
'\
Corporate Secretary
EXHIBIT A-1.1
SCOPE OF SERVICES
The Consultant's proposed scope of services as outlined in their Proposal dated September 20,
2010, page 21, is incorporated herein by reference and summarized below would include a Plan
of Finance prior to and then recommend and assist with debt Transaction Management.
Plan of Finance
. Develop financing and debt objectives
. Prepare a debt profile
. Review legal structure
. Analyze future debt capacity
. Review capital budget
. Identify financing alternatives
. Recommend a final financial plan
Transaction Management
. Develop and monitor financing schedule
. Analyze debt structure alternatives
. Review existing debt structure
. Recommend the type of debt sale
. Develop term of the financing and documents
. Develop marketing and credit rating plan
. Assist with the sale and closing of the bonds
The Financial Advisor shall provide comprehensive financial advisory services to the City.
Upon notice from the City, the Financial Advisor shall perform the following services subject to
the conditions and in consideration of payments as hereinafter set forth:
. Bond planning and development phase
. Bond marketing phase
. Bond closing phase
The tasks included in each of the above-referenced phases follow.
EXHIBIT A-1.2
BOND PLANNING AND DEVELOPMENT PHASE
A. Research and provide advice on aspects of tax exemption and arbitrage in cooperation with
the City's legal counsel and bond counsel. Assist in obtaining Internal Revenue Service
rulings, if necessary.
B. Assist in the preparation and analysis of feasibility studies in cooperation with City officials
and administrative staff, bond attorneys, accountants, architects, engineers and other
professionals as requested by the City.
C. Analyze the financing to determine the best methods of strengthening its marketability
consistent with current economic and capital market conditions and increasingly stringent
rating agency criteria. This may involve the use of municipal bonds, Build America Bonds,
insurance, surety bonds, letters of credit or other credit enhancement devices.
D. Perform a comprehensive analysis to determine the best possible plan of finance.
E. Consult with Moody's, Standard & Poor's or Fitch with regard to the proposed financing and
assist in obtaining the most favorable rating possible. Prepare the City thoroughly for any
necessary rating agency presentations and participate in those meetings.
F. Provide assistance and recommendations with the selection of ancillary service providers
such as registrar, trustee and printer.
G. Act as a liaison with bond counsel and coordinate with other professionals providing
information in connection with the proposed financing.
H. Prepare a timetable of events for all concerned leading to the successful sale and delivery of
the bond offering.
1. Testify at validation hearings, as requested.
EXHIBIT A-1.3
BOND MARKETING PHASE
A. Advise on the appropriate terms and conditions of the sale, including maturity schedule,
underwriter discount, redemption provisions, interest rate bidding requirements and basis for
the award.
S. Advise on the timing of the bond sale, taking into consideration such factors as changing
economic conditions, current and projected market trends and convenience to the City.
C. Coordinate with bond counsel, the preparation of authorizing resolutions and other
documents involved in the sale of bonds or other methods of financing. Assist in publicizing
the issue in advance with an Preliminary Official Statement, Notice of Sale, Bid Forms and
such other means necessary and advisable to develop nationwide public and institutional
interest in purchasing the bonds.
D. Assist the City in meeting full disclosure requirements and conforming to suggested
guidelines when preparing the Preliminary Official Statement either as an advisor or
principal author.
E. Distribute the Preliminary Official Statement to potential purchasers of the City's securities
across the nation. Directly contact those lead underwriters most likely to be syndicate
managers. Maximize efforts to market the City's debt issuance most effectively.
F. Conduct informational meetings with the investment community, including investment
bankers and institutional investors (banks, bank holding companies, and Insurance
companies), if necessary, to establish bidding interest on the offering.
G. Advertise any competitive bid, bond sale in nationally prominent financial publications, in
addition to coordinating local publication requirements.
H. In the event of a competitive bid, attend the bid opening to assist with the verification and
evaluation of bids and recommend the most favorable bid for award.
BOND CLOSING PHASE
A. Direct bond-closing details, including coordination with bond counsel in order to ensure
delivery in the shortest possible time frame.
S. Furnish prompt, complete reinvestment analysis so that maximum earnings will result from
investing bond proceeds, in addition to assisting staff and the architect/engineer with
establishing schedule for drawdown of funds, if any.
C. Direct, coordinate and supervise preparation of the transcript and provide the City with bond
and interest records showing required semi-annual payments and other information relevant
to the completed financing.
D. Solicit bids for investment of idle funds, if requested.
EXHIBIT A-1.4
WORK PRODUCTS
The Financial Advisor shall provide the following work products for each competitive and
negotiated debt offering.
A. Presale Analysis
B. Preliminary Official Statement
C. Official Statement
D. Post Sale Analysis
E. Such other analyses, cash flow projections and materials necessary for financial planning and
bond sale purposes.
OTHER SERVICES
A. Assist the City in meeting arbitrage regulations, including preparation of arbitrage rebate
calculations.
B. Assist the City in such non-debt offering areas of financial management as the City may from
time to time request.
C. Attend City Commission meetings and other scheduled City meetings as requested, with
reasonable advance notice.
EXHIBIT A-2
FEE SCHEDULE
For all services related to debt transactions including GO Bonds, Revenue Bonds, Non Ad
Valorem Revenue Bonds, notes, loans, capital leases, and other debt obligations (whether taxable
or tax-exempt, fixed rate or variable, new money or refunding, competitive or negotiated) the
CITY shall pay the following fees to the Consultant for providing and performing the services
described in Exhibit A-I.
Bond Size Incremental Fee Per $1.000
$ 1,000,000 - $25,000,000 $0.95
$25,000,001 - $50,000,000 $0.80
$50,000,001 & over $0.50
Minimum Debt Transaction Fee $20,000
Maximum Debt Transaction Fee $75,000
Multiple debt series within a transaction will be treated as separate transactions.
Reduced fees for transactions requiring a limited scope of services will be negotiated and agreed
upon in advance of the services provided.
Structured Products. Investment Advisorv. and Arbitra2e Rebate Services are excluded
from the above fee schedule. Fees for these services shall be negotiated according to the
complexity of the services and the specific scope of service agreed upon.
Hourly Rates for other financial advisory (consulting / non-transactional) services will be
agreed upon in writing prior to the start of the project. The applied hourly rates follow.
Experience Level Hourly Rate
Managing Director $195.00
Senior Managing Consultant $195.00
Consultant $150.00
Out of Pocket Expenses will be agreed upon as either a flat fee of $1,500 per transaction or
reimbursed as follows.
Type of Expense Rate
Photocopies - Black and White $0.10 per page
Photocopies - Color $1.00 color
Facsimile $1.00 per page
Long Distance Telephone At cost
Conference Calls At cost
Travel, mileage, meals In accordance with F.S. 112.061
Postage At Cost
Courier, Overnight Delivery At Cost
ATTACHMENT A
City of Boynton Beach
Risk Management Division
INSURANCE ADVISORY FORM
Under the tenns and conditions of all contracts, leases, and agreements. the City requires appropriate coverages listing the City of
Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate
Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted," Insurance companies providing
insurance coverages must have a current rating by A.M. Best Co. of "B+" or higher, (NOTE: An insurance contract or binder
may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of
insurance required of contractors, lessees, etc.. and the limits required by the City: (NOTE: This list is not all inclusive, and
the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon
identified risk.)
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TYPE (Occurrence Based Only) MINIMUM LIMITS REOUlRED
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General Liability General Aggregate $ 1,000,00000
Commercial General Liability Products-Comp/Op Agg. $ 1,000,00000
Owners & Contractor's Protective (OCP) Personal & Adv. Injury $ 1,000,00000
Liquor Liability Each Occurrence $ 1.000,00000
Professional Liability Fire Damage (anyone fire) $ 50,00000
Employees & Officers Med. Expense (anyone person) $ 5,000,00
Pollution Liability
Asbestos Abatement
Lead Abatement
Broad Form Vendors
Premises Operations
Underground Explosion & Collapse
Products Completed Operations
Contractual
Independent Contractors
Broad Form Property Damage
Fire Legal Liability
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Automobile Liability Combined Single Limit $ 500,00000
Any Auto Bodily Injury (per person) to be determ i ned
All Owned Autos Bodily Injury (per accident) to be determined
Scheduled Autos Property Damage to be determined
Hired Autos Trailer Interchange $ 50,000,00
Non-Owned Autos
PIP Basic
Intermodal
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Garage Liability Auto Only, Each Accident $ 1,000,000.00
Any Auto Other Than Auto Only $ 100,00000
Garage Keepers Liability Each Accident $ 1,000,00000
Aggregate $ 1,000,00000
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Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
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Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 100,00000
Disease, Policy Limit $ 500,000 00
Disease Each Employee $ 100,000 00
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Property
Homeowners Revocable Permit $ 300,000,00
Builder's Risk Limits based on Project Cost
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Other - As Risk Identified to be determined
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INSURANCEADVISOR YFORM04
The City of Boynton Beach
City Clerk's Office
100 E BOYNTON BEACH BLVD
BOYNTON BEACH FL 33435
(561) 742-6060
FAX: (561) 742-6090
e-mail: prainitoj@bbfl.us
www.boynton-beach.org
MEMORANDUM
TO: Julie Alibrandi
Purchasing
FROM: Janet M. Prainito
City Clerk
DATE: December 15, 2010
SUBJECT: Rl0-157 Consultant Agreement for Advisory Services
Attached for your information and file is a copy of the contract mentioned above. Since
the document has been fully executed, I have retained the original for Central File.
Please contact me if there are any questions. Thank you.
~Yrl. p~
Attachment
C: Central File
S:\CC\ WP\AFTER COMMISSION\Departmental Transmittals\20 J O\lulie Alibrandi R I 0-157 Executed.doc
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