Loading...
Backup Documents 05/28/2013 Item #16F 3 P ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP p r '-r"'"., TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE _ ..... RISK 1ANA ME Routed by Purchasing Department to > F 3 the Following Addressee(s) (In routing order) Office Initials Date 1. Risk Management Risk t5e , AR-\4110 ett l' 2. County Attorney Office County Attorney Office e 0 11P-11. 3. BCC Office Board of County 4>Ati Commissioners -A"-A\ 4. Minutes and Records Clerk of Court's Office r-e- 3 5. Return to Purchasing Department Purchasing — Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Brenda Brilhart, Phone Number 252-8375 Purchasing Staff July 1,2013 Contact and Date -- Agenda Date Item w s May 28,2013 ) Agenda Item Number 16.F.3 V by the BC ,..._..__....-......_...--.- Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 12-5957 Public number if document is Number/Vendor Name Financial Management to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the Chairman's signature. 1 6 3 MEMORANDUM Date: July 15, 2013 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5957 "Financial Advisory Services" Contractor: Public Financial Management, Inc. Attached is an original of the assumption agreement referenced above (Agenda Item #16F3), approved by the Board of County Commissioners on Tuesday, May 28, 2013. The original will be held on file with the Minutes and Record's Department in the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment 1 6 F 3 alliantek 11011164614 NOWINVM7 1111111illik_ "AIMMON1 CERTIFICATE OF AUTHORITY June 4, 2013 As Secretary of Public Financial Management I affirm that David Moore, a Managing Director of this company, is authorized to make, enter into, sign, seal and deliver on behalf of the company contractual documents in connection with this Collier County proposal and/or contract. Public Financial Management, Inc. S4NOPtita liadrptad bdrite ma Steve Boyle /2 (1,4"7-' L."/ Secretary ec"4"°/**EAL+14ok: NOTARIAL&Eq. ,„SHELLEY CURRy,Notary public Of Philadelphia phia 114 CCNTIMISS6f/ ' Fe, F°u9,20.16 16F3 AGREEMENT 12-5957 for Financial Advisory Services THIS AGREEMENT, made and entered into on this 2 h day of ikAA.1 2013, by and between Public Financial Management,Inc., authorized to do business in the state of Florida,whose business address is 300 S. Orange Avenue, Suite 1170, Orlando Florida 32801, hereinafter ("the Consultant") and Collier County,a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The Consultant shall commence the work upon Board of County Commissioner's award. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. 2. CONTRACT TERM. The contract shall be for a two (2) year period, commencing on date of Board award. The County may,at its discretion and with the consent of the Consultant,renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Consultant written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 3. STATEMENT OF WORK. The Consultant shall provide financial advisory services in accordance with Exhibit A Scope of Services, the terms and conditions of RFP #12-5957 and the Consultant's proposal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Consultant and the County Project or Contract Manager or his designee, in compliance with the County's Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 4. COMPENSATION: The County shall pay the Consultant for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the County Project Manager or his designee pursuant to the fees as set forth in Exhibit B, included in this agreement, together with the Travel and Reimbursable Expenses as defined in this agreement. Payments shall be made to the Consultant when requested as work progresses, but not more frequently than once per month, hours worked based on the attached fee schedule Exhibit B and at actual costs for Travel Expenses. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218 Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline Page 1 of 12 16F3 period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4.2 TRAVEL AND REIMBURSABLE EXPENSES: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.445 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Actual cost of either taxi or airport Limousine limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long- distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Consultant has provided all receipts. Consultant shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Consultant shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof,which are applicable during the performance of the Work. 6. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: Sergio Masvidal,Director The PFM Group 255 Alhambra Circle, Suite 404 Coral Gables,FL 33134 (305) 448-6992 (305)448-7131 Fax Page 2 of 12 CA 16F3 All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail,East Naples,Florida 34112 Attention: Purchasing&General Services Director 239-252-8407 239-252-6480 Fax The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 8. PERMITS: LICENSES: TAXES. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 9. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of the Consultant to be objectionable or improper, the County shall have the right to suspend the contract of the Consultant. Should the Consultant fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice,such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Consultant be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Consultant's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Consultant shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION.The Consultant agrees that there shall be no discrimination as to race, sex,color,creed or national origin. Page 3of12 16F3 12. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Consultants;Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $100,000 for each accident. C. Professional Liability: Shall be maintained by the Consultant to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Consultant waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than$1,000,000 each claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Consultant during the duration of this Agreement. The Consultant shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Consultant shall also notify County,in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Consultant of this requirement to provide notice. Consultant shall ensure that all subConsultants comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Consultant, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. Page 4 of 12 CA i 16F3 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Consultant, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Consultant. Consultant's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Office of Management and Budget. 15. CONFLICT OF INTEREST: Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Exhibits A and B, Consultant's Proposal, Insurance Certificate, RFP #12-5957 Specifications/Scope of Services and Addenda. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan,fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual,firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time,including but not limited to: submitting bids,RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 19. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Consultant extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful Consultant. Page 5 of 12 Cq 16F3 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla.Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL/CONTRACT STAFFING: The Consultant's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Consultant shall assign as many people as necessary to complete the required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the service dates. The Consultant shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Consultant shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 26. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP) and/or the Consultant's Proposal, the Contract Documents shall take precedence. In the event of any conflict between the terms of the RFP and the Consultant's Proposal,the language in the RFP would take precedence. 27. ASSIGNMENT: Consultant shall not assign this Agreement or any part thereof,without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Consultant does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Consultant all of the obligations and responsibilities that Consultant has assumed toward the County. Page 6 of 12 CA 16F3 IN WITNESS WHEREOF, the Consultant and the County,have each,respectively,by an authorized person or agent,hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER (OUN Y, FLT- IDA 1 i s E. Brock, Clerk of Court By. e•: 11= Georgi T. Till!, Esq.,Chairwoman A othairman's sign 'ure only. Public Financial Management,Inc. Consultant 7/‘4//ell> T7ZeGifBy: First Witness Signature Ni c ll l°is Roc( c' TType/print witness nameT J Second Witness Type/print signature and title , ArreneL_ 8. ors TType/print witness namet Approved as to form and _ A ._�/ /. Assistant Co cif ty A e rney Item ',- c rnI ki . Pepin �� 13/lint Name Pete 21L-415 oar (5 �3 ■� ep�terk Page 7 of 12 16F3 EXHIBIT A Scope of Services Detailed Scope of Work The Consultant or ("Financial Advisor") must be able to provide a full scope of financial advisory services. The services may include,but are not limited to,the following: A. Ongoing Services Without Regard to Specific Bond Issues or Capital Financings. Consultant agrees to provide comprehensive services as financial advisor which may include,but are not limited to,the following as requested: 1. Attend any and all meetings as required by the Board of County Commissioners, County Manager, and the Clerk of the Circuit Court or their designees, the Budget Director or Finance Director. 2. Assist the County in developing a long-term plan to address all proposed capital needs and how these needs should be funded. 3. Assist the County with interpretation and implementation of provisions on outstanding bond issues. Periodically review all outstanding bond issues to determine and recommend if refunding or restructuring of these issues is in the County's best interest. 4. Develop and update report(s) on the County's outstanding bonds and available revenues, which will be made available to the Board of County Commissioners. See attached schedule of debt outstanding. 5. Prepare studies and analyses as requested by the BCC,the Clerk of the Circuit Court, or their designees. 6. Develop and update a debt comparison analysis showing the County's outstanding general obligation and non-ad valorem debt as compared to several similar sized counties within the State of Florida. Ratios will also be developed within such report based upon selected standardized criteria. 7. Provide periodic reports for, and/or coordinate meetings with, rating agencies and credit enhancers to provide an overview of the County's existing situation and a preview of any upcoming capital improvement program. 8. Assist the County in developing requests for proposals for and selecting bond counsel, disclosure counsel and underwriters, if necessary, which best provide the resources and knowledge needed by the County in structuring debt issues. 9. Assist the County in analyzing how the Capital Improvements Element of the County's Comprehensive Plan may affect future financing needs. 10. Assist the County in analysis of various investment opportunities concerning investment of County funds and bond proceeds. 11. Review presentations of proposals from underwriters, banks or other companies and advise the County as to the usefulness or advantages of such proposals. B. Services Rendered with Regard to a Public Offering of Securities. Consultant agrees to provide to County services required of a Financial Advisor regarding specific public offerings of securities,which may include,but are not limited to: 1. Preparing a comprehensive plan or the offering, taking into consideration federal arbitrage regulations and other legal parameters, presenting financing alternatives, evaluating debt Page 8 of 12 C,p 16F3 capacity, future flexibility and vulnerability to market conditions, estimating financing costs and setting forth various structuring alternatives. 2. Providing technical financial oversight and advice to the "Finance Committee" "Bond working group" consisting of the County Manager and County Clerk of the Circuit Court, or their designees, County Attorney, Budget Director, Finance Director, underwriters, bond counsel and others. 3. Preparing time schedules coordinating the necessary actions of the County and other members of the bond working group and estimating the date of sale of bonds and availability of proceeds. 4. Providing legal counsel with information and details necessary for drafting of the authorizing bond resolution or ordinance and validation documents. 5. Assisting, if applicable, in validation proceedings and testifying as an expert witness on the offering. 6. Advising as to the advantages and disadvantages of municipal bond insurance or other credit enhancements. 7. Coordinating with and providing the municipal bond rating agencies (and other credit enhancers, if applicable) with information necessary to obtain the highest possible rating on the bonds. This may include scheduling on-site visits by or meetings with such companies. 8. Advising the BCC, Finance Committee and staff as to market conditions and recommending the timing of the sale of the bonds. 9. Assisting the BCC in preparing a comprehensive official statement of the bonds in conformance with full disclosure guidelines,and arranging for its printing. 10. Assisting the BCC and staff with the selection, via bid process, of a paying agent and registrar and trustee (if applicable) for the bonds. 11. Advising as to the advantages and disadvantages of a negotiated versus public sale of bonds. C. Services Specific to a Public Sale of Bonds. 1. In cooperation with legal counsel,preparing the Official Notice of Sale of the bonds. 2. Advise the County on a bond sale date that will result in the issue not being marketed in competition with several other issues. 3. Arranging for the insertion of necessary advertisements of the Notice of Sale in The Bond Buyer and other financial publications. 4. Assisting the County at the time of sale in checking all bids for compliance with bid specifications, and making a recommendation as to award of the bonds in the best interest of the County. 5. Coordinating bond closing,preparation of closing memorandum and transfer of funds. D. Services Specific to Negotiated Sale of Bonds 1. Assisting in selection of the managing underwriter and co-managing underwriters from the County's approved list of underwriters. 2. Advising whether or not a selling group is necessary. 3. Evaluating the bond purchase agreement and advising as to its acceptance or rejection in light of market conditions. 4. Advising the County as to a bond structure that is both saleable in the capital markets in light of current market conditions and meets the needs of the County. Page 9 of 12 Cq 16p3 5. Negotiating in coordination with the County the interest rates proposed by the underwriters for the bonds, as well as the underwriters' compensation and expenses on the issue expressed in terms of the gross underwriters discount. 6. Assisting the County in supervising allocation of bonds, underwriting risk and management split fees among the underwriting syndicate with the goal of encouraging competition and productivity to produce the lowest interest cost to the County,to produce an equitable bond distribution among the managers, and to provide for the widest possible distribution of bonds to facilitate liquidity in the secondary market. 7. Preparation of a financing summary booklet, such booklet containing a comparison of interest rates on the County's issue versus interest rates on similar issues in the market and a cost/benefit analysis of credit enhancement whether or not some form of credit enhancement is used,and final amortization schedule. 8. Coordinating bond closing,preparation of closing memorandum and transfer of funds. 9. Assisting the County in the development of investment programs for bond proceeds. 10. Review and approval of all invoices submitted to the County in connection with the offering. E. Financings Not Involving a Public Offering of Securities. Situations may arise in which the County faces financing needs,which are not conducive to the public issuance of securities. Alternative financing vehicles in these instances may include: private placement of debt, participation in pooled short-term borrowing programs,bank loans,tax anticipation notes, revenue anticipation notes and others or other instruments. With regards to these needs, services by the Consultant as financial advisor may include (in addition to services previously outlined): 1. Assisting the County in selection of the appropriate financing vehicle. 2. Assisting in the preparation of private placement memorandum, loan applications, or other information related to the financing. 3. Assisting in the preparation of investor letters, which may be required in association with private placements. 4. Certain circumstances may arise in which the County may wish to place securities privately with a limited number of sophisticated investors. In this circumstance, the County may wish to use the Financial Advisor as placement agent to facilitate the placement of such services. In no event will the Financial Advisor participate directly or indirectly as placement agent without the written consent of the Board of County Commissioners as evidenced by written documentation. F. Conduit Financings. On occasion,the County will be asked to act as a conduit issuer to issue bonds for the benefit of private companies located within the County. If the Financial Advisor is advised by the County Manager or his designee to serve as the County's Financial Advisor on a proposed conduit financing,the prospective borrower shall execute an agreement with the financial advisor for payment of all fees and expenses related to the proposed project(s). At the direction of the County,the Financial Advisor will assist the County in developing a set of criteria with which to determine whether or not to act as conduit issuer on any proposed conduit financing. Some of these criteria may include: an analysis of the public purpose of the project,an analysis of the need of the project(as defined by the County),security of the financing including any forms of credit enhancement, anticipated rating of the financing and method of sale of which will be utilized for the financing. With regard to financings issued by various authorities created by the Board of County Commissioners,or conduit financings issued by the County for the benefit of private Page 10 of 12 CA 16F' 3 companies within the County,the services as Financial Advisor may include,but are not to be limited to the following: 1. Review of all legal documentation in connection with the project to ensure that the Authority and the County are protected from liability to the maximum extent possible. 2. Analysis of the feasibility study and revenue and debt projections to ensure that they are reasonable in light of current market conditions. 3. Preparation of a written summary and analysis of the financing, to be presented to the BCC upon the sale of the bonds. Page 11 of 12 CA 16F3 EXHIBIT B Fee Schedule Page 12 of 12 c,� 16F3 AMIN Cost of Services to the County Pricing shall be inclusive of all costs and shall be full compensation for all services, labor, tools, equipment, local travel(within Lee and Collier County)and any other items required for project completion and/or completion of services. Travel expenses outside of Lee and Collier County shall be reimbursed at the rates used by Collier County for its employees as per Section 112.061 Fla. Stats. For all services not direct! related to the issuance of bonds or notes, .lease •rovide in this format: Hourly rate for time and services for all officers, Senior Vice Presidents $180.00 and First Vice Presidents. (Per hour) (Managing Directors, Directors, Senior Managing Consultants) Hourly rate for time and services for all financial and computer analysts. $ 150.00 (Senior Analysts, Analysts) (Per hour) Alternative cost to above hourly fees in the form of a monthly retainer. $1,000.00 (Per month) For all services related to the issuance of bonds or notes issued by the Fee per$1,000 County, regardless of the manner of sale: a. For the first$10,000,000 .... a. $ 1.00 b. For the next$10,000,000 b. $0.85 c. Amounts above$20,000,000 c. $0.75 d. Maximum fee per any singular issue d. $ 50.000.00 e. Minimum fee per any singular issue e. $ 15.000.00 We are prepared to negotiate the fees in a manner that is mutually agreeable if we are selected. As such we never want prospective clients to dismiss our proposal on the basis of fees. While our proposed fees may not be the lowest, it is important to understand the full array of services that PFM provides and the overall cost benefit that can be accomplished with PFM as the City's financial advisor. Our goal is to create the proper balance of service to provide the most cost effective financial advice. Please note that PFM very much appreciates our long standing relationship with the County. It is our full intent to continue to provide high-quality service to the County into the future. Structured Products, Investment Advisory,Arbitrage Rebate,and Other Services The financial advisory compensation proposed above does not apply to services related to 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, registered investment advisor, is prepared to offer the County 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 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. Collier County-Proposal for Financial Advisory Services-RFP 12-5957 CA 16F3 ® DATE(MMIDD/YYYY) A ° CERTIFICATE OF LIABILITY INSURANCE 6/5/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Ryan Farnsworth Frank Crystal&Co., Inc. Ialc°.No,Exti:212-504-1814 IA/c,No):212 509 1292 dba Crystal&Company E-MAIL Financial Square, 32 Old Slip ADDREss:ryan.farnsworth @crystalco.com New York NY 10005 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Indian Harbor Insurance Company 36940 INSURED INSURER B: Public Financial Management, Inc. INSURER C: Two Logan Square, Suite 1600 INSURER D: 18th and Arch Streets Philadelphia PA 19103 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1133143423 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSR SUBR POLICY EFF POLICY EXP WVD POLICY NUMBER LIMITS (MMIDD/YYYY) (MMIDD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED $ COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence) CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY E CT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) _ $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS AUTOS (Peer a ci ent)AMAGE $ I $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability ELU12806112 11/30/2012 11/30/2013 Limit of Liability $15,000,000 each claim/aggregate all claims. li DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Evidence of Coverage only. For any and all work performed on behalf of Collier County. THE PROFESSIONAL LIABILITY POLICY IS NON-CANCELABLE BY THE INSURER EXCEPT FOR NON-PAYMENT OF PREMIUM. i I CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail, East Naples FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD M ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) ACCORD 1,,,,_— 6/7/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAAME: Theresa Brancato Frank Crystal&Co., Inc. INCC,NNo,Ext):212-504-5949 FAX Na):212-509 1292 dba Crystal&Company E-MAIL Financial Square, 32 Old Slip ADDRESS:theresa.brancato @crystalco.com New York NY 10005 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Great Northern Insurance Company 20303 INSURED PUBLFI INSURERB:Federal Insurance Company 20281 Public Financial Management, Inc. INSURER C: Two Logan Square, Suite 1600 INSURER D: 18th and Arch Streets Philadelphia PA 19103 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:292010880 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MMIDD/YYYY) (MM/DD/YYYY) A GENERAL LABILITY Y 35363950 11/30/2012 11/30/2013 EACH OCCURRENCE $1,000,000 X DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $Included X POLICY JECT PRO LOC $ B AUTOMOBILE LIABILITY 73248555 11/30/2012 11/30/2013 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ _ I $ B X UMBRELLA LIAR X OCCUR 79774080 11/30/2012 11/30/2013 EACH OCCURRENCE $10,000,000 1 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED RETENTION$ $ A WORKERS COMPENSATION 71739979 1/1/2013 1/1/2014 X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 I OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: For any and all work performed on behalf of Collier County Contract#12-5957"Financial Advisory Services" It is hereby understood and agreed that Collier County Board of Commissioners and Collier County Government are included as Additional Insureds with respect to General Liability coverage only. See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail, East Naples FL 34112 AUTHORIZED REPRESENTATIVE - 9 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 16F3 Liability Insurance Endorsement Policy Period NOVEMBER 30,2012 TO NOVEMBER 30,2013 Effective Date JUNE 5,2013 Policy Number 3536-39-50 DTO Insured PUBLIC FINANCIAL MANAGEMENT,INC Name of Company GREAT NORTHERN INSURANCE COMPANY This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Scheduled Person or Organization Under Who Is An Insured,the following provision is added: Subject to all of the terms and conditions of this insurance,any person or organization shown in the Schedule,acting pursuant to a written contract or written agreement between you and such person or organization,is an insured;but they are insureds only with respect to liability arising out of your operations,or your premises,if you are obligated,pursuant to such written contract or written agreement,to provide them with such insurance as is afforded by this policy. However,no such person or organization is an insured with respect to any: • assumption of liability by them in a written contract or written agreement.This limitation does not apply to the liability for damages for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such written contract or written agreement. • damages arising out of their sole negligence. Scheduled Person or Organization Contract#12-5957 "Financial Advisory Services" Collier County Board of Commissioners 3327 Tamiami Trail,East Naples FL 34112 All other terms and conditions remain unchanged. Liability Insurance Additional Insured-Scheduled Person Or Organization continued 80-02-2367(Rev. 8-04) Endorsement Page 1 =p bi F 16 F 3 Insurance Statement Public Financial Management(PFM) is pleased to conform to the insurance requirements as outlined in the RFP. However, due to constraints imposed by the underlying insurer, our policies cannot be endorsed to guarantee notification if coverage is reduced or materially changed. Therefore, PFM asserts the following and will be bound by submission of our proposal to the Collier County Board of Commissioners. "PFM will not materially alter any of the insurance policies currently in force and relied on in this proposal. Further, PFM will not reduce any coverage amount below the limits specified in the RFP".