Fort Walton Beach Council agenda — 02-09-2010 Regular — reading text

generally set forth in EXHIBIT A. After authorization by the CITY to proceed, the FINANCIAL ADVISOR shall perform any requested services set forth in referenced Scope of Services. II. COMPENSATION AND TERMS OF PAYMENT City Debt Issuance Services For tasks outlined in EXHIBIT A for services related to debt issuance, FINANCIAL ADVISOR shall be compensated based on the following fee schedule for advisory services on debt transactions including bonds, notes, loans, capital leases, and other debt obligations ( whether taxable or tax - exempt, fixed rate or variable rate). 95/$ 1, 000 par Debt Transaction 1 - 20,000 amount 0/$ 1, 000 par Debt Transaction 20,001 - 4000 amount 65/$ 1, 000 par Debt Transaction 40,001 amount Minimum Debt Transaction Fee 173500 72- These contingent fees are subject to a minimum fee of $17, 500 per bond /bank issue. For multi- purpose debt transactions, such as combined new money and refunding, the above fee schedule would be multiplied by 150 %. Negotiated and competitive transactions are billed at the same rate. Refunding issues will also be billed in accordance to the schedule above, with the exception of a $ 2, 500 addition for extra services required for refunding. Notes ( Bank Loans) and other financings that require a limited scope of services will be billed at 60% of the bond fees referenced above subject to a minimum fee of 12, 500. For non -transactional services as specified in the Scope of Services, the following hourly rates shall be paid for the indicated levels of experience or their equivalents. Experience Level Hourly Rate Managing Director & Senior Managing Consultant $ 190. 00 Consultant $ 180.00 Administrative Staff $ 125. 00 Structured Products, Investment Advisory, and Arbitrage Rebate Services related to The financial advisory compensation proposed above does not apply to services procurements of bond proceeds investments, investment management, or arbitrage rebate. Fees for these special services shall be negotiated as a function of the complexity of the proposed engagement and the specific scope of services outlined. PFM Asset Management LLC, a registered investment advisor, is prepared to offer the City its full range of investment management and arbitrage rebate compliance services. This might include the procurement of structured investment products or other investment securities for a bond construction account or refunding escrow. If needed, these services would be performed by PFM Asset Management LLC pursuant to a separately negotiated letter agreement. PFM Asset Management LLC fully discloses all fees related to any transaction. Swaps Swaps used as debt management tools would also be subject to a negotiated fee schedule depending on the size and complexity of the transaction. Swap transactions would be executed by PFM Asset Management LLC subject to a letter agreement. Incidental Expenses FINANCIAL ADVISOR will be reimbursed for incidentals (out of pocket expenses) at cost by the CITY according to the following schedule: 73-  INCIDENTAL i 0. 10 per page for Black & White Photocopies 1. 00 per page for Color Faxes 1. 00 per page Long Distance Telephone and At Cost Conference Calls Travel In accordance with F.S. 112. 061 Mileage ( Out of City) In accordance with F.S. 112. 061 Postage, Courier, Overnight Delivery At Cost III. TERM OF AGREEMENT The term of this Agreement shall be for five ( 5) years measured from the date first written above. The Agreement may be renewed thereafter by the CITY upon written notice to FINANCIAL ADVISOR and written acceptance of the same. IV. TERMINATION OF THE AGREEMENT A. This Agreement may be unilaterally canceled by the CITY for: i. refusal by the FINANCIAL ADVISOR to allow public access to all documents, papers, letters or other material ( whether made or received by the FINANCIAL ADVISOR in conjunction with this Agreement) which are subject to the Public Records Act, Chapter 119, Florida Statutes; ii. for violation of The State Ethics Statute or the Ethics Policy of the CITY; iii. CITY may, by written notice to FINANCIAL ADVISOR, terminate this Agreement, in whole or in part, at any time, either for CITY'S convenience or because of the failure of FINANCIAL ADVISOR to fulfill its Agreement obligations. Upon receipt of such notice, FINANCIAL ADVISOR shall: 1) immediately discontinue all services affected (unless the notice directs otherwise); and 2) deliver to CITY all data, drawings, specifications, reports, estimates, summaries, and such other information and materialsmay have been accumulated by as FINANCIAL ADVISOR in performing this Agreement, whether completed or in process. 3) If the termination is for the convenience of CITY, FINANCIAL ADVISOR shall be paid its compensation for services performed to the date of termination based on the percentage of work completed. CITY shall not be obligated to pay for 74-  any services performed by FINANCIAL ADVISOR after notice of termination has been given. 4) If the termination is due to the failure of FINANCIAL ADVISOR to fulfill Agreement obligations, CITY may take over the work and prosecute the same to completion by Agreement or otherwise. In such case, FINANCIAL ADVISOR shall be liable to CITY for reasonable additional costs occasioned to CITY thereby. FINANCIAL ADVISOR shall not be liable for such additional costs if the failure to perform the Agreement arises out of causes beyond the control and without the fault or negligence of FINANCIAL ADVISOR. 5) If, after notice of termination for failure to fulfill the Agreement obligations, it is determined that FINANCIAL ADVISOR had not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, adjustment in the Agreement price shall be made as provided in paragraph ( 3) of this section. B. Termination by Either Party This Agreement may be terminated by either party for any reason by giving written notice to the other party no later than thirty (30) days before the termination date. C. Other Remedies The rights and remedies of CITY provided in this section are in addition to any other rights and remedies provided by law or under this Agreement. V. 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, and the CITY shall cooperate with the FINANCIAL ADVISOR in every way possible. VI. WARRANTIES OF FINANCIAL ADVISOR The FINANCIAL ADVISOR represents and warrants that no officer, employee or agent of the CITY has any personal interest, either directly or indirectly, in the FINANCIAL ADVISOR. The FINANCIAL ADVISOR further represents and warrants to the CITY that it has not employed corporation, individual or firm ( other than a bona fide or retained any person, company, employee working solely for the FINANCIAL ADVISOR) any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the making of this Agreement: and it has not agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any person, company, corporation, individual or firm in connection with carrying out this Agreement. VII. MEMBER PROTECTION; WAIVER No member, officer, employee or agent of the CITY shall be personally liable for any claim of the FINANCIAL ADVISOR arising out of this Agreement or the services rendered pursuant thereto. Any and all personal liability of every nature of any CITY member, officer, employee or agent by reason o£ ( i) any act or omission ( on his or her part or otherwise) for any claim arising out of this Agreement (or the services rendered pursuant to it), or (ii) for the payment of any sum 75-  that may remain due and unpaid by the CITY, is hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement. VIII. INDEMNIFICATION Except where caused by its ( or their) gross negligence or intentional misconduct, the CITY and its members, officers, agents and employees shall be defended indemnified and held harmless by the FINANCIAL ADVISOR from any and all claims, demands, debts, cost, liabilities or causes of action of every kind or character (whether in law or in equity) by reason of any death, injury or damage to any person or persons, or with respect to damage to or destruction of property of the FINANCIAL ADVISOR (its agents or employees, or of any third persons) and from any cause whatsoever arising out of the FINANCIAL ADVISOR' s negligent acts or omissions or intentional misconduct. The FINANCIAL ADVISOR hereby covenants and agrees to defend, indemnify and save harmless the CITY, its members, officers, agents and employees, from any and all such claims, demands, debts, liabilities and causes of action, including attorney' s fees and costs through any and all appeals. IX. INSURANCE A. The FINANCIAL ADVISOR will maintain in force, during the full term(s) of this Agreement, insurance in