HomeMy Public PortalAbout2021 PFM - VKB Executed Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
PFM FINANCIAL ADVISORS LLC
THIS AGREEMENT (this "Agreement") is made effective as of the _l_ day of 5€t 'fl=fl11JGI(
________ , 2021 (the "Effective Date"), by and between the VILLAGE OF KEY
BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), PFM FINANCIAL
ADVISORS LLC (hereinafter, the "Consultant" or "PFM").
WHEREAS, the Village desires certain financial advisor services; and
WHEREAS, the Consultant will perform services on behalf of the Village, all as further
set forth herein (the "Services"); and
WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
fee for the Services; and
WHEREAS, the Village desires to engage the Consultant to perform the Services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the Consultant and the Village agree as follows:
1. cope of Services.
1.1. Consultant shall provide the Services set forth in Exhibit "A" and incorporated herein by
reference (the "Services").
1.2. Consultant shall furnish all reports, documents, and information obtained pursuant to this
Agreement, and recommendations during the term of this Agreement (hereinafter
"Deliverables") to the Village.
1.3. Upon request of Village, Consultant or an affiliate of Consultant may agree to additional
services to be provided by Consultant or an affiliate of Consultant, by a separate agreement
between Village and Consultant or its respective affiliate.
2. Term/Commencement Date.
2.1. The term of this Agreement shall be from the Effective Date through one year thereafter,
unless earlier terminated in accordance with Paragraph 8. Additionally, the Village
Manager may renew this Agreement for two additional one-year periods on the same terms
as set forth herein upon written notice to the Consultant.
Contract No. 2021-Page 1 of 11
2.2. Consultant agrees that time is of the essence and Consultant shall complete the Services
within the term of this Agreement, unless extended by the Village Manager.
3. Compensation and Payment.
3.1. Compensation for Services provided by Consultant shall be in accordance with the Fee
Schedule attached hereto as Exhibit "B." Consultant shall be compensated a flat rate, lump
sum fee in the amount of $6,000 per year. Transactional fees will be charged for all
completed financings in accordance with the Fee Schedule attached hereto as Exhibit "B."
No more than $50,000 in fees (including the annual $6,000 flat fee) shall be expended
under this Agreement in any one year period without the prior approval of the Village
Council.
3.2. Consultant shall deliver an invoice to Village no more often than once per quarter detailing
Services completed and the amount due to Consultant under this Agreement. Fees shall be
paid in arrears each quarter, pursuant to Consultant's invoice, which shall be based upon the
percentage of work completed for each task invoiced. The Village shall pay the Consultant
in accordance with the Florida Prompt Payment Act after approval and acceptance of the
Services by the Village Manager.
3.3. Contractor's invoices must contain the following information for prompt payment:
3.3.1. Name and address of the Consultant;
3.3.2. Purchase Order number;
3.3.3. Contract number;
3.3.4. Date of invoice;
3.3.5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers
will be rejected);
3.3.6. Name and type of Services;
3.3.7. Timeframe covered by the invoice; and
3.3.8. Total value of invoice.
Failure to include the above information will result in the delay of payment or rejection of
the invoice. All invoices must be submitted electronically to pava bl s@.kevb i cay n .n.gov .
4. Subconsultants.
4.1. The Consultant shall be responsible for all payments to any subconsultants and shall
maintain responsibility for all work related to the Services.
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4.2. Consultant may only utilize the services of a particular subconsultant with the prior written
approval of the Village Manager, which approval may be granted or withheld in the
Village Manager's sole and absolute discretion.
5. Village's Responsibilities.
5.1. Village shall make available any maps, plans, existing studies, reports, staff and
representatives, and other data pertinent to the Services and in possession of the Village,
and provide criteria requested by Consultant to assist Consultant in performing the
Services.
5.2. Upon Consultant's request, Village shall reasonably cooperate in arranging access to
public information that may be required for Consultant to perform the Services.
6. .Consultant's Responsibilities; Representations and Warranties.
6.1. The Consultant shall exercise the same degree of care, skill and diligence in the
performance of the Services as is ordinarily provided by a consultant under similar
circumstances. If at any time during the term of this Agreement or within two (2) years
from the completion of this Agreement, it is determined that the Consultant's Deliverables
or Services are incorrect, not properly rendered, defective, or fail to conform to Village
requests, the Consultant shall at Consultant's sole expense, immediately correct its
Deliverables or Services.
6.2. The Consultant hereby warrants and represents that at all times during the term of this
Agreement it shall maintain in good standing all required licenses, certifications and permits
required under Federal, State and local laws applicable to and necessary to perform the
Services for Village as an independent contractor of the Village. Consultant further warrants
and represents that it has the required knowledge, expertise, and experience to perform the
Services and carry out its obligations under this Agreement in a professional and first class
manner.
6.3. The Consultant represents that is an entity validly existing and in good standing under the
laws of Florida. The execution, delivery and performance of this Agreement by
Consultant have been duly authorized, and this Agreement is binding on Consultant and
enforceable against Consultant in accordance with its terms. No consent of any other
person or entity to such execution , delivery and performance is required.
7. Conflict oflnterest.
7.1. To avoid any conflict of interest or any appearance thereof, Consultant shall not, for the
term of this Agreement, provide any consulting services to any private sector entities
(developers, corporations, real estate investors, etc.), with any current, or foreseeable,
adversarial issues in the Village.
Contract No. 2021-Page 3 of 11
8. Termination.
8.1. The Village Manager, without cause, may terminate this Agreement upon fifteen (15)
calendar days' written notice to the Consultant, or immediately with cause.
8.2. Upon receipt of the Village's written notice of termination , Consultant shall immediately
stop work on the project unless directed otherwise by the Village Manager.
8.3. In the event of termination by the Village, the Consultant shall be paid for all work
accepted by the Village Manager up to the date of termination, provided that the
Consultant has first complied with the provisions of Paragraph 8.4.
8.4. The Consultant shall transfer all books, records, reports, working drafts, documents, maps ,
and data pertaining to the Services and the project to the Village, in a hard copy and
electronic format within fourteen (14) days from the date of the written notice of
termination or the date of expiration of this Agreement.
9. Insurance.
9.1. Consultant shall secure and maintain throughout the duration of this agreement insurance
of such types and in such amounts not less than those specified below as satisfactory to
Village, naming the Village as an Additional Insured, underwritten by a firm rated A-X or
better by A.M. Best and qualified to do business in the State of Florida. The insurance
coverage shall be primary insurance with respect to the Village, its officials , employees ,
agents, and volunteers naming the Village as additional insured. Any insurance maintained
by the Village shall be in excess of the Consultant's insurance and shall not contribute to
the Consultant's insurance. The insurance coverages shall include at a minimum the
amounts set forth in this section and may be increased by the Village as it deems necessary
or prudent.
9.1.1. Commercial General Liability coverage with limits of liability of not less than a
$1 ,000,000 per Occurrence combined single limit for Bodily Injury and Property
Damage. This Liability Insurance shall also include Completed Operations and
Product Liability coverages and eliminate the exclusion with respect to property under
the care, custody and control of Consultant. The General Aggregate Liability limit
and the Products/Completed Operations Liability Aggregate limit shall be in the
amount of $2,000,000 each.
9.1.2. Workers Compensation and Employer 's Liability insurance, to apply for all
employees for statutory limits as required by applicable State and Federal laws. The
policy(ies) must include Employer's Liability with minimum limits of$1,000,000.00
each accident. No employee, subcontractor or agent of the Consultant shall be allowed
to provide Services pursuant to this Agreement who is not covered by Worker's
Compensation insurance.
9.1.3. Business Automobile Liability with minimum limits of $1,000,000 per occurrence,
combined single limit for Bodily Injury and Property Damage. Coverage must be
afforded on a form no more restrictive than the latest edition of the Business
Contract No. 2021-Page 4 of 11
Automobile Liability policy, without restnctive endorsements, as filed by the
Insurance Service Office, and must include Hired and Non-Owned Vehicles.
9.1.4. Professional Liability Insurance in an amount of not less than One Million Dollars
($1,000,000.00) per claim, single limit.
9.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village,
reflecting the Village as an Additional Insured (except with respect to Professional
Liability Insurance and Worker's Compensation Insurance prior to the execution of this
Agreement by Village and prior to commencing Services. Each certificate, with the
exception of Professional Liability, shall include no less than (30) thirty-day advance
written notice to Village prior to cancellation, termination, or material alteration of said
policies or insurance. The Consultant shall be responsible for assuring that the insurance
certificates required by this Section remain in full force and effect for the duration of this
Agreement, including any extensions or renewals that may be granted by the Village. The
Certificates of Insurance shall not only name the types of policy(ies) provided, but also
shall refer specifically to this Agreement and shall state that such insurance is as required
by this Agreement. The Village reserves the right to inspect and return a certified copy of
such policies, upon written request by the Village. If a policy is due to expire prior to the
completion of the Services, renewal Certificates oflnsurance shall be furnished thirty (30)
calendar days prior to the date of their policy expiration. Each policy certificate, except
for Professional Liability, shall be endorsed with a provision that not less than thirty (30)
calendar days' written notice shall be provided to the Village before any policy or
coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval
of the Village.
9.3. Add.itional lns1..-ed. Except with respect to Professional Liability Insurance and Worker's
Compensation Insurance, the Village is to be specifically included as an Additional
Insured for the liability of the Village resulting from Services performed by or on behalf
of the Consultant in performance of this Agreement. The Consultant's insurance,
including that applicable to the Village as an Additional Insured, shall apply on a primary
basis and any other insurance maintained by the Village shall be in excess of and shall not
contribute to the Consultant's insurance. The Consultant's insurance shall contain a
severability of interest provision providing that, except with respect to the total limits of
liability, the insurance shall apply to each Insured or Additional Insured (for applicable
policies) in the same manner as if separate policies had been issued to each.
9.4. Loss Payee. The Village is to be specifically named as a loss payee under the Consultant's
Professional Liability Insurance policy so that the Village will be a third party beneficiary
entitled to receive all money payable under the relevant policy for any claims, damages,
or losses in connection with, related to, or arising from Consultant's Services or
performance pursuant to this Agreement.
9.5. Deductibles. All deductibles or self-insured retentions must be declared to and be
reasonably approved by the Village. The Consultant shall be responsible for the payment
of any deductible or self-insured retentions in the event of any claim.
Contract No. 2021 -Page 5 of 11
9.6. The provisions of this section shall survive termination of this Agreement.
10. Nondiscrimination. During the term of this Agreement, Consultant shall not discriminate
against any of its employees or applicants for employment because of their race, color, religion,
sex, or national origin, and will abide by all Federal and State laws regarding
nondiscrimination.
11. Attorneys Fees and Waiver of Jurv Trial.
11.1. In the event of any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover its attorneys' fees and costs, including the fees and expenses
of any paralegals, law clerks and legal assistants, and including fees and expenses charged
for representation at both the trial and appellate levels.
11.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY
JURY.
12. Indemnification.
12.1. Consultant shall indemnify and hold harmless the Village, its officers, agents and
employees, from and against any and all demands , claims , losses, suits , liabilities , causes
of action, judgment or damages, arising from Consultant's negligent or intentional
wrongful performance or non-performance of any provision of this Agreement, including,
but not limited to, liabilities arising from contracts between the Consultant and third
parties made pursuant to this Agreement. Consultant shall reimburse the Village for all its
expenses including reasonable attorneys' fees and costs incurred in and about the defense
of any such claim or investigation and for any judgment or damages arising from
Consultant's negligent or intentional wrongful performance or non-performance of this
Agreement.
12.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the
Village nor shall anything included herein be construed as consent to be sued by third
parties in any matter arising out of this Agreement or any other contract. The Village is
subject to section 768.28, Florida Statutes, as may be amended from time to time.
12.3. The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorized Representatives. Any notices required by this Agreement shall be in
writing and shall be deemed to have been properly given if transmitted by hand-delivery, by
registered or certified mail with postage prepaid return receipt requested, or by a private postal
service, addressed to the pa1ties (or their successors) at the addresses listed on the signature
page of this Agreement or such other address as the party may have designated by proper
notice.
Contract No. 2021-Page 6 of 11
14. Governing Law and Venue. This Agreement shall be construed in accordance with and
governed by the laws of the State of Florida. Venue for any proceedings arising out of this
Agreement shall be proper exclusively in Miami-Dade County, Florida.
15. Entire Agreement/Modification/Amendment.
15.1. This writing contains the entire Agreement of the parties and supersedes any prior
oral or written representations. No representations were made or relied upon by either
party, other than those that are expressly set forth herein.
15.2. No agent, employee, or other representative of either party is empowered to modify
or amend the terms of this Agreement, unless executed with the same formality as this
document.
16. Ownership and A.ccess to Records and Audits.
16.1. Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, compiled information, and
all similar or related information (whether patentable or not) which relate to Services to
the Village which are conceived, developed or made by Consultant during the term of this
Agreement ("Work Product") belong to the Village. Consultant shall promptly disclose
such Work Product to the Village and perform all actions reasonably requested by the
Village (whether during or after the term of this Agreement) to establish and confirm such
ownership (including, without limitation, assignments, powers of attorney and other
instruments).
16.2. Consultant agrees to keep and maintain public records in Consultant's possession
or control in connection with Consultant's performance under this Agreement. The Village
Manager or his designee shall, during the term of this Agreement and for a period of three
(3) years from the date of termination of this Agreement, have access to and the right to
examine and audit any records of the Consultant involving transactions related to this
Agreement. Consultant additionally agrees to comply specifically with the provisions of
Section 119.0701, Florida Statutes. Consultant shall ensure that public records that are
exempt or confidential and exempt from public records disclosure requirements are not
disclosed, except as authorized by law, for the duration of the Agreement, and following
completion of the Agreement until the records are transferred to the Village.
16.3. Upon request from the Village's custodian of public records, Consultant shall
provide the Village 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 by Chapter 119, Florida Statutes, or as otherwise provided by law.
16.4. Unless otherwise provided by law, any and all records, including but not limited to
repo1ts, surveys, and other data and documents provided or created in connection with this
Agreement are and shall remain the property of the Village.
16.5. Upon completion of this Agreement or in the event of termination by either party,
any and all public records relating to the Agreement in the possession of the Consultant
Contract No. 2021-Page 7 of 11
shall be delivered by the Consultant to the Village Manager, at no cost to the Village,
within seven (7) days. All such records stored electronically by Consultant shall be
delivered to the Village in a format that is compatible with the Village's information
technology systems. Once the public records have been delivered upon completion or
termination of this Agreement, the Consultant shall destroy any and all duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements.
16.6. Any compensation due to Consultant shall be withheld until all records are received
as provided herein.
16.7. Consultant's failure or refusal to comply with the provisions of this section shall
result in the immediate termination of this Agreement by the Village.
16.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statute-. IF THE
CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records: Jocelyn B. Koch
Mailing address:
Telephone number:
Email:
88 West McIntyre Street
Key Biscayne, FL 33149
305-365-5506
i koch@key bis ca voe.fl.gov
17. Nona:ssignability. This Agreement shall not be assignable by Consultant unless such
assignment is first approved by the Village Manager. The Village is relying upon the apparent
qualifications and expertise of the Consultant, and such firm's familiarity with the Village's
area, circumstances and desires.
18. Severability. If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and be enforceable to the fullest
extent permitted by law.
19. Independent Contractor. The Consultant and its employees, volunteers and agents shall be
and remain an independent contractor and not an agent or employee of the Village with respect
to all of the acts and services performed by and under the terms of this Agreement. This
Agreement shall not in any way be construed to create a partnership , association or any other
kind of joint undertaking , enterprise or venture between the parties.
Contract No. 2021-Page 8 of 11
20. Compliance with Laws. The Consultant shall comply with all applicable laws, ordinances,
rules, regulations, and lawful orders of public authorities in carrying out Services under this
Agreement, and in particular shall obtain all required permits from all jurisdictional agencies
to perform the Services under this Agreement at its own expense.
21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action
with respect to any conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any future violation, breach
or wrongful conduct.
22. Survival of Provisions. Any terms or conditions of either this Agreement that require acts
beyond the date of the term of the Agreement, shall survive termination of the Agreement,
shall remain in full force and effect unless and until the terms or conditions are completed and
shall be fully enforceable by either party.
23. Prohibition of Contingency Fees. The Consultant warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the
Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any
person(s), company, corporation, individual or firm, other than a bona fide employee working
solely for the Consultant, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement.
24. Public Entitv Cr imes Affidavit. Consultant shall comply with Section 287.133, Florida
Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by
reference, including execution of any required affidavit.
25. Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed an original and such counterparts shall constitute one and the same instrument.
26. Conflicts. In the event of a conflict between the terms of this Agreement and any exhibits or
attachments hereto, the terms of this Agreement shall control.
27. E-Verifv Affidavit. In accordance with Section 448.095, Florida Statutes, the Village requires
all contractors doing business with the Village to register with and use the E-Verify system to
verify the work authorization status of all newly hired employees. The Village will not enter
into a contract unless each party to the contract registers with and uses the E-Verify system.
The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on
how to provide proof of the contracting entity's participation/enrollment in E-Verify, please
visit: http ://www .e-verify.gov/fag/how-do-i-prov ide-proof-of-my -pa1tic ipat ione 11 ro ll me nt
in-e-verify . By entering into this Agreement, the Contractor acknowledges that it has read
Section 448.095, Florida Statutes; will comply with the E-Verify requirements imposed by
Section 448.095, Florida Statutes, including but not limited to obtaining E-Verify affidavits
from subcontractors; and has executed the required affidavit attached hereto and incorporated
herein.
Contract No. 2021-Page 9 of 11
28. Registered Municipal Advisor; Required Disclosures
28.1 Consultant is a registered municipal advisor with the Securities and Exchange
Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"),
pursuant to the Securities Exchange Act of 1934 Rule 15Bal-2. If Village has designated
Consultant as its independent registered municipal advisor ("IRMA") for purposes of SEC
Rule l 5Bal-l ( d)(3)(vi) (the "IRMA exemption"), then services provided pursuant to such
designation shall be the services described in Exh ib it A hereto, subject to any agreed upon
limitations. Verification of independence (as is required under the IRMA exemption) shall be
the responsibility of such third party seeking to rely on such IRMA exemption. Consultant
shall have the right to review and approve in advance any representation of Consultant's role
as IRMA to Village.
28.2 MSRB Rules require that municipal advisors make written disclosures to their
clients of all material conflicts of interest, certain legal or disciplinary events and certain
regulatory requirements. Such disclosures are provided in Consultant's Disclosure Statement
delivered to Village prior to or together with this Agreement.
29. Information to be Furnished to Consultant. All information, data, reports, and records in
the possession of Village or any third party necessary for carrying out any services to be
performed under this Agreement ("Data") shall be furnished to Consultant. Consultant may
rely on the Data in connection with its provision of the services under this Agreement and the
provider thereof shall remain solely responsible for the adequacy, accuracy and completeness
of such Data.
[Remainder of page intentionally left blank. Signature pages follow.]
Contract No. 2021-Page 10 of 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year as first stated above.
~ By:__,.~----------
Steve .Williamson
Village Manager
Attest:
By: --=~~~~~~~~~~--4~J
Jocelyn B. och
Village Clerk
Approved as to form and legal sufficiency:
~J~ By: ____________ _
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West McIntyre Street
Key Biscayne, FL 33149
305-365-5514 (telephone)
305-365-8936 (facsimile)
manager@keybiscayne. fl .gov ( email)
With a copy to:
Weiss Serota Helfinan Cole & Bierman, P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2525 Ponce de Leon Boulevard, Suite 700
Coral Gables, FL 33134
cfriedman@wsh-law.com ( email)
Contract No. 2021-_
CONSULTANT
PFM FINANCIAL ADVISORS LLC
5
By : _______ ..,,.,,..,:::__ __ /~---
Name: Sergio Masvidal
Director
Addresses for Notice:
PFM Financial Advisors LLC
Attn.: Sergio Masvidal
2222 Ponce de Leon Blvd, 3rd Floor
Coral Gables, FL 33134
786-671-7480 (telephone)
masvidals@pfm.com_( emai I)
With a copy to:
K"et 8,11CAif\/li, {-1..-H 1i"'j
___________ (telephone)
___________ (facsimile)
___________ (email)
Page 11 of 11
E-VERIFY AFFIDAVIT
In accordance with Section 448.095, Florida Statutes, the Village requires all contractors doing
business with the Village to register with and use the E-Verify system to verify the work
authorization status of all newly hired employees. The Village will not enter into a contract unless
each party to the contract registers with and uses the E-Verify system.
The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on
how to provide proof of the contracting entity's participation/enrollment in E-Verlfy,please visit:
l1ttp s://www.e-verify .gov/faq/how -do -i-provide-proof-of-my-paiticipationearollment-in-e'"verify
By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida
Statutes and will comply with the E-Ve~ify requirements imposed by it, including but not limited
to obtaining E-Verify affidavits frqm ;subcontractors.
•,: .. ., ' , .
□ Check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit .
In the presence of:
y tTYrena y art:; ":'. ~~~212021 11 :39 AM
Witness #1 Print Name: Dorrena B. Davis
01}021202111 :35 AM
Cl(rt1,h1LJ, Pesartl,es ? EDT
Witness #2 Print Name: Cynthia Pesantes
.
Signed, sealed and delivered by:
Print Name: Sergio Masvidal
Title: Managing Director
07102/2021 11 :33
AM EDT
Entity Name: PFM Financial Advisors LLC
ACKNOWLEDGMENT
State of Pennsylvania
County of Montgomery
The foregoing instrument was acknowledged before me by means of □ physical presence or ~
online notarization, this 2nd day of July , 20__21_, by Sergio Masvida
______ (name of person) as Managing Director (type of authority) for
PFM Financial Advisors LLC (name of party on behalf of whom instrument is executed).
✓ ___ Personally known to me; or
ci} 07/02/2021 11 :40 AM EDT
Notary Public (Print, Stamp, or Type as
Commissioned)
___ Produced identification (Type of Identification:. _____________ )
___ Did take an oath; or
___ Did not take an oath
Contract No. 2021-
Online Notary Public This notarial act involved the use
or online audio/video communication technology
E-Verify Affidavit
EXHIBIT A
SCOPE OF SERVICES
1. Services related to the Financial Planning and Policy D velopmenl upon request
of the Village:
• Assist the Village in the formulation of Financial and Debt Policies and Administrative
Procedures.
• Review current debt structure, identifying strengths and weaknesses of structure so that
future debt issues can be designed to maximize ability to finance future capital needs. This will
include, but not be limited to, reviewing existing debt for the possibility of refunding that debt to
provide the Village with savings.
• Analyze future debt capacity to determine the Village's ability to raise future debt capital.
• Assist the Village in the development of the Village's Capital Improvement Program by
identifying sources of capital funding.
• Assist the Village with the development of the Village's financial planning efforts and
process by assessing capital needs, identifying potential revenue sources, analyze financing
alternatives such as pay-as-you-go, lease/purchasing, short-term vs. long-term financings,
assessments, user fees, impact fees, developer contributions, public/private projects, and grants
and provide analysis of each alternative as required as to the budgetary and financial impact.
• Review the reports of accountants, independent engineers and other project feasibility
consultants to ensure that such studies adequately address technical, economic, and financial risk
factors affecting the marketability of any proposed revenue debt issues; provide bond market
assumptions necessary for financial projections included in these studies; attend all relevant
working sessions regarding the preparations, review and completion of such independent studies;
and provide written comments and recommendations regarding assumptions, analytic methods,
and conclusions contained therein.
• Develop, manage 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, and project
operating and capital balances, selected operating and debt ratios and other financial performance
measures as may be determined by the Village.
• Conduct strategic modeling and planning and related consulting.
• Attend meetings with Village's staff, consultants and other professionals and the Village.
• Undertake financial planning and policy development assignments made by the Village
regarding financings, and financial policy including budget, tax, cash management issues and
related fiscal policy and programs.
Contract No. 2021-Exhibit B: Compensation for Services
• Assist the Village m preparing financial presentations for public hearings and/ or
referendums.
• Provide special financial services as requested by the Village.
2. Services Related to Debt Transactions (Includes short term financings, notes, loans,
letters of credit, line of credit and bonds); provided that if the transaction is competitive, the
services of the financial advisor will be modified in advance in writing to reflect that process.
Upon the request of the Village:
• Analyze financial and economic factors to determine if the issuance of bonds 1s
appropriate.
• Develop a financing plan in concert with Village's staff which would include
recommendations as to the timing and number of series of bonds to be issued.
• Assist the Village by recommending the best method of sale, either as a negotiated sale,
private placement or a public sale. In a public sale, make recommendation as to the determination
of the best bid. In the event of a negotiated sale, assist in the solicitation, review and evaluation of
any investment banking proposals, and provide advice and information necessary to aid in such
selection.
• Advise as to the various financing alternatives available to the Village.
• Develop alternatives related to debt transaction including evaluation of revenues
available, maturity schedule and cash flow requirements.
• Evaluate benefits of bond insurance and/or security insurance for debt reserve fund.
• If appropriate, develop credit rating presentation and coordinate with the Village the
overall presentation to rating agencies.
• Review underwriter's proposals and submit a written analysis of same to the Village.
• Assist the Village in the procurement of other services relating to debt issuance such as
printing, paying agent, registrar, etc.
• Identify key bond covenant features and advise as to the financial consequences of
provisions to be included in bond indentures, resolutions or other governing documents regarding
security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt
tests, etc.; review and comment on successive drafts of bond governing documents.
• Review the requirements and submit analysis to bond insurers, rating agencies
and other professionals as they pertain to the Village's obligation.
Contract No. 2021-Exhibit B: Compensation for Services
• Review the terms, conditions and structure of any proposed debt offering undertaken by
the Village and provide suggestions, modifications and enhancements where appropriate and
necessary to reflect the constraints or current financial policy and fiscal capability.
• Coordinate with Village's staff and other advisors as respects the furnishing of data for
offering documents, it being specifically understood that PFM is not responsible for the inclusion
or omission of any material in published offering documents.
• As applicable, advise the Village on the condition of the bond market at the time of sale,
including volume, timing considerations, competing offerings, and general economic
considerations.
• Assist and advise the Village in negotiations with investment banking groups regarding
fees, pricing of the bonds and final terms of any security offering, and make recommendations
regarding a proposed offering to obtain the most favorable financial terms based on existing market
conditions.
• Arrange for the closing of the transaction including, but not limited, to bond printing,
signing and final delivery of the bonds.
Contract No. 2021-Exhibit B: Compensation for Services
EXHIBIT B
COMPENSATION FOR SERVICES
1. Fixed Rate Transaction Fees (Competitive and Negotiated)
The compensation schedule for competitive and negotiated sales of long-term financings will
be billed at closing as follows:
Bond Proceeds ($000}
1 -10,000
10,001 -30,000
30,001 -50,000
>50,001
Issuance Fee per $1,000;,
$0.80
$0.75
$0.60
$0.50
*Based upon Bond Proceeds and is subject to a minimum fee of $16,500 per transaction.
2. Other Transaction Fees
Tax/Bond Anticipation Notes 75% of Fees above+ Expenses
Bank Loans billed at same rates as Bond Proceed schedule.
3. Retainer
For general advice between financings, PFM shall receive an annual fee in the amount of
$6,000.00 ("Retainer"), payable in quarterly installments.
4. Special Projects: Hourly Project Fees (Non-Transaction Related)
Except for the Retainer, PFM will not charge for general advice between financings. In
the event the Village requests that PFM perform significant special projects (capital planning,
creation of new financing programs, public private partnerships, etc.), fees will be negotiated in
advance of the project generally based upon the following hourly rates for the indicated levels
of experience or their equivalents will apply. Additionally, in the event a financing is started, but
cancelled at the Client's request, accrued time will be billed as follows:
Experience Level
Managing Director
Director
Senior Managing Consultant
Senior Analyst
Analyst
Contract No. 2021-
Hourly Rate
$400.00
$300.00
$250.00
$200.00
$175.00
Exhibit B: Compensation for Services