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

the following amounts and coverage: Professional Liability Insurance with limits of not less than One Million Dollars ($ 1, 000, 000) each occurrence. B. A certificate of insurance evidencing the required coverage shall be furnished to the CITY upon execution of the Agreement and each anniversary date thereafter for the length of the Agreement. C. The CITY shall be named as an additional insured. X. MISCELLANEOUS PROVISIONS A. The rights granted to the FINANCIAL ADVISOR hereunder are non -exclusive, and the CITY reserves the right to enter into agreements with other persons or firms to perform services, including those provided hereunder. B. The FINANCIAL ADVISOR and its employees shall promptly observe and comply with applicable provisions of all published federal, state and local laws, rules and regulations which govern or apply to the services rendered by the FINANCIAL ADVISOR hereunder, or to the wages paid by the FINANCIAL ADVISOR to its employees. C. The FINANCIAL ADVISOR shall procure and keep in force during the term of this Agreement all necessary licenses, registrations, certificates, permits and other authorizations as are required by law in order for the FINANCIAL ADVISOR to render the services required hereunder. D. Except as expressly provided for in this Agreement the FINANCIAL ADVISOR is not authorized to act as the CITY's agent hereunder and shall not have CITY ( expressed or 76-  implied) permission to act for or bind the CITY hereunder, either in the FINANCIAL ADVISOR'S relations with sub- consultants or in any other manner whatsoever. E. What Law Governs. This Agreement shall be deemed to have been made in and construed in accordance with, the Laws of the State of Florida. F. Venue. Venue shall lie in the Courts of the 1" Judicial Circuit, in and for Okaloosa County, Florida. G. Severability. All clauses herein shall remain fully severable with respect to the intent and scope of this Agreement. Where clauses are deemed illegal, those shall be removed without affecting the balance of the Agreement. H. Assignability. It is specifically agreed that the FINANCIAL ADVISOR herewith binds itself, successors and legal representatives to the CITY as respects to the covenants of the Agreement. It is further agreed that the FINANCIAL ADVISOR shall not assign, sublet, or transfer his interest in this Agreement without the written consent of the CITY. I. EEO - Equal Employment Opportunity Employer. The CITY is an Equal Employment Opportunity ( EEO) employer and as such encourages all consultants to voluntarily comply with EEO regulations with regards to gender, age, race, veteran status, country of origin, and creed. In addition, the FINANCIAL ADVISOR or anyone under its employ shall comply with all applicable rules, regulations and promulgations thereby pertaining to the avoidance of appearance of sexual harassment or on the job discrimination. The FINANCIAL ADVISOR shall maintain a working environment free of discrimination or unwelcome actions of a personal nature. Any sub -contracts the FINANCIAL ADVISOR may enter into shall make reference to this clause with the same degree of application being encouraged. When applicable, the FINANCIAL ADVISOR shall comply with all new State and Federal EEO Regulation. J. Attachments. All attachments and exhibits hereto are incorporated hereby as a material and relevant part of this agreement. K. The headings of the sections of this Agreement are for the purpose of convenience only and shall not be deemed to expand or limit the provisions contained in such sections. L. This Agreement constitutes the entire agreement between the parties and shall supersede and replace all other prior agreements or understandings ( written or oral) relating to the matters set forth herein. M. FINANCIAL ADVISOR shall maintain all records and working papers concerning this Agreement and work performed hereunder, even if this Agreement is terminated before completion. Such records will be available to the CITY for inspection for a period of four (4) years following the completion of the project, or for a longer period of time if so required by law. All reports produced by FINANCIAL ADVISOR under the terms of this Agreement shall at all times be the exclusive property of the CITY. 77_ N. FINANCIAL ADVISOR is and shall remain during the performance of all work under this Agreement an independent contractor, and not an agent or representative of the CITY. All persons engaged in any work or services performed pursuant to this Agreement shall at all times and in all places be subject to FINANCIAL ADVISOR' S sole discretion, supervision and control. As an independent contractor, FINANCIAL ADVISOR shall exercise control over the means and manner in which it and its employees perform the work, are paid, use vehicles, and tools are insured. FINANCIAL ADVISOR will be fully responsible for all Social Security payments, withholding taxes, workers' compensation insurance, liability insurance, and malpractice insurance. O. FINANCIAL ADVISOR represents it presently has no interest and shall not acquire any interest ( direct or indirect) which would conflict in any manner with the performance or services required to be performed under this Agreement. FINANCIAL ADVISOR further represents that in the performance of work provided by this Agreement, no persons having any such interest shall be employed. IN WITNESS WHEREOF; the parties have hereunto set their hands and seals and executed this Agreement on the day and year first above mentioned. CITY OF FORT WALTON BEACH By: Name: Date: Title: PUBLIC FINANCIAL MANAGEMENT, INC. By: Name: David M. Moore Date: Title: Managing Director 78-  EXHIBIT A SCOPE OF SERVICES FINANCIAL PLANNING Development of Capital Plan and Financial Policies. PFM views capital planning as an essential 1. component of the CITY 's overall debt issuance and financing program. Having an idea of future financing needs and future revenue projections will enable the CITY to structure current debt offerings to ensure cost -effective financings in the future. Establishing policies regarding the capital plan provides formal written procedures for measuring and making financial decisions. In addition, rating agencies look favorably on debt issues that are part of a well- conceived, long -term plan as opposed to financings that are carried out in a fragmented, disorganized manner; demonstrates sophisticated financial management. establishing long -term policies and plans Ultimately, implementing financing and debt policies will enable the CITY to carry out capital expansion or debt restructuring plans more efficiently while preserving market access for future debt. PFM is driven not by financial transactions, but by financial planning. We believe our performance can be successful only if our clients have developed a long -term capital plan which includes financial policies and the identification of alternative revenues. After assisting the CITY to develop a capital plan which is customized to meet its needs, if requested, PFM will help ensure that each successive financing is executed in a manner consistent with the policies set forth in the long -term plan. 2. Review Eacisting Debt Structure, As- your financial advissr, PFM will analyze the financial resources available to the CITY by considering the types of revenues available, their stability over time, and their forecasts for growth. The results will be compared to the existing debt structure to determine how much debt can be issued while still maintaining sufficient cash flow coverage to preserve the CITY 's present credit rating. Finally, a review of the legal structure will provide the basis for the consideration of financing alternatives that are currently available. 3. Review Capital Budget. In order to determine the optimal method of issuing debt, some estimate of the amount of capital needed to finance the planned projects included in the CITY' s capital plan is required. PFM will review the CITY 's capital budget to determine the amount and source of funds the CITY is willing and able to commit to funding its infrastructure needs. The goal of this review is to determine the optimal match of the sources of capital funding with the infrastructure funding needs. 4..AnalyZe Future Debt Cgacity. In order to assess the CITY 's ability to raise debt capital in the future, a computerized financial model is formulated to assess the ability of alternative financing strategies to economically provide the required level of funding over time. The first step is the identification of the key assumptions that will be common to all strategies. The second step is to structure each alternative and evaluate its feasibility. Once the model is constructed, existing debt structures will be incorporated to test the impact of each alternative financing strategy on the overall financial statements and financing plan. As a result,the current financing program *can be evaluated by itself and in concert with future 79-  financings or refundings depending on the financing policies established from the outset ( eg., minimize debt service, maintain level debt service, lengthen or shorten maturities, etc.). Finally, the financial model will have the flexibility to project the capital program using both constant" and " current" dollar scenarios. This will prevent the CITY from embarking on a financing plan that, while feasible using constant dollars, becomes suspect or infeasible when the impact of inflation is recognized. 5. Ident Financing Alternatives. As an independent, non -underwriting financial advisory firm, PFM offers its clients advice uninfluenced by the conflicts of interest which may affect other firms, such as municipal bond underwriters. This independence from the underwriting business is important because it allows PFM to develop objective capital financing plans for our clients which incorporate a full range of financing alternatives; as your we are not blindly advisors, committed to the notion that a municipal financing must result in the issuance of municipal bonds. We will develop an optimization model to address various financing alternatives, including the following: Pay -As- You -Go