R18-090 1 RESOLUTION NO. R18-090
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING THE RANKING AS RECOMMENDED
5 BY THE EVALUATION COMMITTEE AND AUTHORIZING
6 THE CITY MANAGER TO SIGN AN AGREEMENT WITH PFM
7 FINANCIAL ADVISORS, LLC, OF ORLANDO, FL FOR RFP
8 NO. 003-1410-18/IT FOR FINANCIAL ADVISORY SERVICES;
9 AND PROVIDING AN EFFECTIVE DATE.
10
11 WHEREAS, on May 29, 2018 City staff opened and tabulated two (2) proposals
12 to RFP No. 003-1410-18/IT for Financial Advisory Services; and
13 WHEREAS, the RFP was issued for the services of a qualified independent
14 financial advisor to serve as a consultant in connection with the financing for capital
15 improvement programs and the conduct of business transactions with financial
16 institutions; and
17 WHEREAS, the selection committee provided its scores to Purchasing Services
18 who then tabulated them to arrive at the final score for each firm and the final overall
19 ranking; and
20 WHEREAS, the City Commission of the City of Boynton Beach upon
21 recommendation of staff, deems it to be in the best interest of the citizens and residents
22 to approve the ranking and authorize the City Manager to sign an Agreement with PFM
23 Financial Advisors, LLC., of Orlando, FL for RFP No. 003-1410-18/IT for Financial
24 Advisory Services.
25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
26 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
27 Section 1. The foregoing "Whereas" clauses are hereby ratified and
28 confirmed as being true and correct and are hereby made a specific part of this
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29 Resolution upon adoption.
30 Section 2. The City Commission of the City of Boynton Beach, Florida,
31 hereby approves the ranking and authorizes the City Manager to sign an Agreement with
32 PFM Financial Advisors, LLC., of Orlando, FL for RFP No. 003-1410-18/IT for
33 Financial Advisory Services, a copy of the Agreement is attached hereto and
34 incorporated herein as Exhibit"A".
35 Section 3. That this Resolution shall become effective immediately.
36 PASSED AND ADOPTED this 3rd day of July, 2018.
37 CITY OF BOYNTON BEACH, FLORIDA
38 YES NO
39
40 Mayor—Steven B. Grant
41
42 Vice Mayor—Christina L. Romelus
43
44 Commissioner—Mack McCray ✓
45
46 Commissioner—Justin Katz
47
48 Commissioner—Joe Casello L�
49
50 VOTE 41-0
51 ATTEST:
52
53
54
55 Judi M A. Pyle, C
56 Ci Clerk
57
58
59 (City Seal)
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"DRAFT"
SUBJECT TO REVISIONS PRIOR TO SIGNING.
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND FINANCIAL ADVISORY
SERVICES PROVIDER
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as
"the City", and PFM Financial Advisors LLC, hereinafter referred to as "PROFESSIONAL", in
consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. PROJECT DESIGNATION. The Firm is retained by the City to perform professional services
in connection with the RFP FOR FINANCIAL ADVISORY SERVICES; RFP No.: 003-1410-
18/IT.
2. SCOPE OF SERVICES. Firm agrees to perform the services, identified in Section II —Scope
of Services and attached hereto as Exhibit A.
3. TIME FOR PERFORMANCE. Work under this agreement shall commence upon written
notice by the City to the PROFESSIONAL to proceed. PROFESSIONAL shall perform all
services and provide all work product required pursuant to this agreement upon written notice
to proceed.
4. TERM: This Agreement shall be for a period of three years commencing on the date the
Agreement is executed by the City. The City of Boynton Beach may extend the contract with
the same terms and conditions for two additional, two-year renewal terms subject to vendor
acceptance, satisfactory performance and determination that renewal will be in the best
interest of the City.
5. PAYMENT: The City will pay the PROFESSIONAL, the fees as set forth in Exhibit B, Fees
and Payments, which is attached hereto and made a part hereof.
These fees will be paid by the City for completed work and for services rendered under this
agreement as follows, not to exceed
a. Payment for the work provided by PROFESSIONAL shall be made promptly on all invoices
submitted to the City properly, provided that the total amount of payment to
PROFESSIONAL shall not exceed the total contract price without express written
modification of the Agreement signed by the City Manager or her designee.
b. The PROFESSIONAL may submit invoices to the City once per month during the progress
of the work for partial payment for project completed to date. Such invoices will be
reviewed by the City, and upon approval thereof, payment will be made to the
PROFESSIONAL in the amount approved.
c. Final payment of any balance due the PROFESSIONAL of the total contract price earned
will be made promptly upon its ascertainment and verification by the City after the
completion of the work under this Agreement and its acceptance by the City.
d. Payment as provided in this section by the City shall be full compensation for work
performed, services rendered and for all materials, supplies, equipment and incidentals
necessary to complete the work.
e. The PROFESSIONAL'S records and accounts pertaining to this agreement are to be kept
available for inspection by representatives of the City and State for a period of three (3)
years after the termination of the Agreement. Copies shall be made available upon
request.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Firm 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 Firm shall be permitted to retain copies, including reproducible copies,
of drawings and specifications for information, reference and use in connection with Firm's
endeavors.
7. COMPLIANCE WITH LAWS. Professional shall, in performing the services contemplated by
this 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. Professional 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 fees and costs, arising from injury or death to persons, including
injuries, sickness, disease or death to Professional's own employees, or damage to property
occasioned by a negligent act, omission or failure of the Professional.
9. INSURANCE. The Professional 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 $1,000,000 per occurrence to 2 million aggregate with defense costs in addition to limits;
workers' compensation insurance, and vehicular liability insurance.
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 Professional and the City agree that the Professional
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 Professional nor any employee of Professional
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 Professional, or any
employee of Professional.
11. COVENANT AGAINST CONTINGENT FEES. The Professional warrants that he has not
employed or retained any company or person, other than a bona fide employee working solely
for the Professional, to solicit or secure this contract, and that he has not paid or agreed to
pay any company or person, other than a bona fide employee working solely for the
Professional, 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 Professional, 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 Professional 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.
a. The City reserves the right to terminate this Agreement at any time by giving ten
(10) days written notice to the Professional.
b. In the event of the death of a member, partner or officer of the Professional, or any of
its supervisory personnel assigned to the project, the surviving members of the
Professional 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 Professional and the City, if the City so
chooses.
16. DISPUTES. Any disputes that arise between the parties with respect to the performance of
this Agreement, which cannot be resolved through negotiations, shall be submitted to a court
of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed
under Florida Law.
17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Lori LaVerriere, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices to Professional shall be sent to the following address:
PFM Financial Advisors LLC
Attn: James Glover, Managing Director
300 South Orange Avenue, Suite 1170
Orlando, FL 32801
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Professional 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 Professional.
19. PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are
exempt from public records disclosure until thirty (30) days after the opening of the Bid unless
the City announces intent to award sooner, in accordance with Florida Statutes 119.07.
The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall
comply with Florida's Public Records Law. Specifically, the Contractor shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy
of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla.
Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from
public record disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and, following completion of the contract, Contractor
shall destroy all copies of such confidential and exempt records remaining in its
possession once the Contractor transfers the records in its possession to the CITY; and
D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the
CITY, all public records in Contractor's possession All records stored electronically by
Contractor must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of
the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
JUDY PYLE, CITY CLERK
100 E BOYNTON BEACH BLVD.
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
PYLEJ@BBFL.US
y
DATED this 024 '�
0 day of - 7-ate , 204 .
CITY OF BOYNTON BEACH
61.71iM
Lori aVerriere, City Manager Prof ssional
PFM Financial Advisors LLC
James W. Glover
Managing Director
Attest/Authenticated:
01154941
Jai
Judy Py -, Cay erk °.n� '44/V
8oy$$°
Approved as t. or r : Attest/Authenticated:
ILLI
Ja '-S A. Cherir Attorney Cheryl D. Maddox, Secretary
6
EXHIBIT A
SCOPE OF SERVICES
A. SERVICES RELATED TO FINANCIAL PLANNING
1. Provide the City with comprehensive reviews of its capital structure to include
continuous reviews of outstanding indebtedness (bonds, loans, and leases) and provide
recommendations relative to the refinancing or early extinguishment of said obligations.
2. The financial advisor shall assist and/or prepare cash flow analyses for each of the
various major capital improvements included in the Comprehensive Plan annually.
3. Prepare Comprehensive Financial Plans, as requested, including a debt capacity
analysis, debt ratio study, alternatives and innovative financing options, identification of
potential revenue sources and methods of financing permitted under Florida law.
4. Provide the City with Financial Advisory Services on any requested financial issue that
the firm can provide expert advice on.
5. Provide the City with advice on proposed and actual changes regarding economic
development policies, tax laws and financial market developments that could affect the
City's financial structure and the impact of such policy on the financial market's perception
of the City.
B. SERVICES RELATED TO FINANCIAL MARKETING
1. Provide assistance to the City in broadening the market for its debt.
2. Assist the City with consultations and presentations to rating agencies/credit
enhancement providers to secure the most favorable and economical credit rating or to
maintain an existing credit.
C. SERVICES RELATED TO THE ISSUANCE OF DEBT
1. Develop plans of finance when requested for issuance of debt including identification of
revenues available for security, recommended amortization schedule, cash flow analysis,
aggregate principal amount of bonds to be issued, the timing of the offering, the definitive
structure of the bond issue, and any optional redemption and call provisions. This study
will include a review of alternative financing techniques, if applicable, a discussion of
rating/credit enhancement issues, a recommendation of the method of sale, and
solicitation of proposals for specific consulting services, as necessary. The Financial
Advisors will not participate either directly or indirectly as underwriters in the sale of the
bonds, nor have any financial interest, directly or indirectly in such sale, except as to
compensation paid hereunder by the City.
2. Review of reports to ensure that financial related assumptions are reasonable and that
such reports adequately address technical, economic and financial concerns.
3. Prepare a timetable and distribution list for bond issues and assist the City in
coordinating meetings and conference calls.
6
4. Provide advice and assistance, as needed, to the City, bond counsel, and disclosure
counsel as to preparation of the necessary bond authorizing ordinance(s) and other
proceedings including a Notice of Sale, if required.
5. Assist, as required, with validation of any bond issues through preparation of financial
tables and exhibits and the preparation of testimony.
6. Assist the City in preparing its debt issuance for market whether the sale is made
through a competitive or negotiated offering or any other type of sale. Through any method
of sale, the financial advisor will assist the City's Disclosure Counsel in the preparation of
the preliminary and final official statement that conforms to current acceptable disclosure
guideline standards.
For competitively bid bond issues:
6.1 Assist the City in preparing the bid documents, including but not limited to the
notice of sale.
6.2 At the time of the sale, advise the City as to the best bid received, based upon
the verification of bids, and recommend an award which, in the Financial Advisor's
judgment is in the best interest of the City.
6.3 Assist in bid protest procedures, as needed.
For negotiated bond issues:
6.4 Assist in determining the optimal timing of the issue.
6.5 Assist the City in preparing a Request for Proposal for Underwriting Services,
if necessary.
6.6 Assist the City in preparing presentations to underwriters in order to fully
describe the bonds to be issued, when required.
6.7 Participate in the evaluation of the proposals received with selected City
personnel.
6.8 Participate in the "pricing call" and advise the City as to the reasonableness of
the components of the underwriter's spread.
For other means of bond procurement:
As directed by the City.
a. Provide for the solicitation of competitive proposals for printing the official
statement, bid forms, and paying agent/registrar services.
b. Assist the City in selecting trustees, paying agents and other financial
intermediaries, as necessary, and assist in arranging for appropriate bond
insurance as required.
c. Advise the City on the condition of the bond market prior to and at the time of
the sale of the debt. This activity should address market volume, general economic
conditions and competing offerings on a national and statewide basis.
d. Assist the City at the time of sale with the negotiation of the terms of the sale
(fees, interest rates and interest rate yields, and redemption provisions) if such
sale is negotiated or, if sold at competitive sale, review and verify all bids received
by the City. The financial advisor shall also recommend to the City whether such
negotiated or competitive proposals should be accepted or rejected for each bond
issue and indicate whether the transaction terms are the most beneficial to the City
for the type and timing of each transaction.
7
e. Assist the City, as needed, with coordination and supervision of the many events
related to the closing for the debt issuance.
f. In the area of short-term financing, provide the City with advice, guidance and
assistance in bank loans, leasing, and commercial paper, upon request.
g. The Financial Advisors shall be available to the City to discuss and make
recommendations on such other financial matters as requested by the City, and
shall be available for formal presentations to the Mayor and City Commission, as
necessary.
THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK
8
EXHIBIT B
FEES AND PAYMENTS
9
REQUEST FOR PROPOSAL
FOR
FINANCIAL ADVISORY SERVICES
RFP No.: 003-1410-f8/IT
PRICE PROPOSAL FORM
Proposers should use this form for submitting Its Fee Proposer. The following otcings subrnted
as "all inclusive" to provide financial advisory services in accordance with the requirements
identified in this Scope of VVork and as Set forth in this RFP document,
The Proposers annual fee for Fnancial advisory services shall remain Mr-n for the term of the
Agreement. The option for rerewal shail be exercised upcn mutual agreement betweer Coneaceor
and Cty, by wdeer:agreement with all ortilnal terms and conditions adhered to with no deviations.
ITEM DESCRIPTION— FEE i PERCENTAGE
1. Bond Issue Fee based on percent See Follow-4#Page of bond UMW
2. Fee for additional services,per hour $ 19S
Fee shall be al inclusive
Attach comments or additioral fee information to his secton,as a • :ble.
PM Financial Advisors LLC
COMPAN.?NAME AUTHORIZED SIGNATURE
L407 ) 648-2208
iames Glover
TELEPHONE NO. P NTED NAME
glovell@pfitt.COrn Manager Director
E-MAIL ADDRESS TTTLE
rHls PAGE TO BE SUBMITTED FOR PROPOSAL TO BE COFiSIDERED 2$
COMPLETE AND ACCEPTABLE.
RFP No.C3-1410-18AT
10
. 0
WiTETI-P.A.T Th',. PROPOSED FEEBELOW ARE CONSISTENT WITH THE CURRENTcOfgP,,CT
HETWEEN PFM AND T CITY, T IS ALSO WIRORTAN r TO POINT OLT ALL FEES ARE
NE3OI1ABLEIQ MEET 7rfE NEEDS OF THE CITY, IN NO WAY DO WE WANT ESTO PnaHloiT
THE CITY Egait ENGAGING PFMICLO.ONTrfsl.LIE PROVIDING FIN AlkIct.L?,L ADVISORY SERVICE .
'TRANSACTION FEES:
PFM proposes the following compensation soneduro on oebt transactions including GO Bonds,Revenue
Bonds,Non Au Valorem Revenue Bonds, notes,loans,capita/leases and other debt obligations
(whetner taxable or tax-exerrirt,fixed rate or variable, now money or refunding,competitfrve or
negotiated), Note that mul1iple series within a transaction will he treated as separate transactions to
compensate for the added,evul of complexity,
Bond Size $00C) Incremental Foe per$1,000
I -25,D00 $0.95
25,001 and 50,0Oxl SC.80
50,001 andover $0.50
Mfnimum Debt Transaction Foe $20,000
Maximum Debt Transaction Fee $75,000
For transactions that requ:re a:irnited scope of services,PFM wD work with the City on a reduced fee
that is mutually acceptable. PFM would request reimbursement for out of pocket expenses incurred in
serving the City as its financial advisor at actual coal not to exceed$1,500 per transaction.
OTHER SERVICES:
Tne financial advisory compensation prcpcsed above does not apply to servines related 10 procurement
or bond proceeds tnvostrn ants or other structured products, esorow structuring,investment management,
or arbitrage rebate. Fees for these specie'services shall be negotiated as a function of the complexity of
the proposed engagornent and the Fpacir,c,scope of services outlined, PFM Asset Management LLC,
registered investment advisor,is prepared le offer the City Its full range of structured products,
investment management and arbitrage roosts compUance services. if needed, these services would ea
perfcm-ead by PPM Asset Management LLC pursuant to a separately negotiated letter agreement. PPM
Asset Management LLC fuly discloses at fees reJatect to any transaction,
11