Agreement with PFM Financial Advisors LLCDocuSign Envelope ID: 81DA9199-A78E-48FF7A54A-97D67913AEE0
2023 -3ZLV %
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
PFM FINANCIAL ADVISORS LLC
FOR
FINANCIAL ADVISORY SERVICES PURSUANT TO
RFQ-2023-008-WG
Contract No. 23-008-01
APR 2 7 2023
This Professional Services Agreement ("Agreement") is entered into this ("Effective
Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized
and existing under the laws of the State of Florida, having its principal offices at 1700
Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and PFM FINANCIAL
ADVISORS LLC, a Delaware Limited Liability Company, whose address is 1735 Market Street,
42nd Floor, Philadelphia, PA 19103 ("Consultant").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Manager: 'The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Chief Financial Officer, Finance Department.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Proposal Documents: Proposal Documents shall mean City of Miami Beach, RFQ No. 2023-
008-WG for FINANCIAL ADVISORY SERVICES, together with all
amendments thereto, issued by the City in contemplation of this
Agreement RFQ, and the Consultant's proposal in response thereto
("Proposal"), all of which are hereby incorporated and made a part hereof;
provided, however, that in the event of an express conflict between the
Proposal Documents and this Agreement, the following order of
precedent shall prevail: this Agreement; the RFQ, and the Proposal.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 26724; and fax number (305) 673-7529.
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Contract No. 23-008-01
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide
the work and services described in Exhibit "A" hereto (the "Services
2.2 The services to be rendered by the Consultant shall be commenced upon receipt of a
written Notice to Proceed from the City subsequent to the execution of the agreement.
Consultant shall adhere to an agreed upon schedule for each assignment, as approved by the
City's Chief Financial Officer.
A reasonable extension of time shall be granted in the event the work of the Consultant is
delayed or prevented by the City or by any circumstance beyond the reasonable control of the
Consultant, including weather conditions or acts of God that would render performance of the
Consultant's duties impractical.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto (the Effective Date set forth on p. 1 hereof), and shall have an initial term of three
(3) years with three (3) additional one-year periods, to be exercised at the City Manager's sole
option and discretion, by providing Consultant with written notice of same no less than thirty (30)
days prior10 the expiration of the initial term.
Continuation of the contract beyond the initial term and/or any specific exercised renewal is a
City prerogative; not a right of the Consultant. This prerogative will be exercised only when
such continuation is clearly in the best interest of the City.
Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit A hereto.
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SECTION 4
FEE
Contract No. 23-008-01
4.1 In consideration of the Services to be provided, Consultant shall be compensated as
follows:
a) In connection with the issuance of debt, the Consultant shall be paid at closing in
accordance with the following schedule with a minimum fee of $15,000 per transaction:
Par Amount of Bonds and Other Debt issued Fee Per $1,000
$0 -$50.,000,000.00.............................................................................. $ 1.25
$50,000,000.01 -$100,000,000.00...................................................... $ 1.00
$100,000,000.01 —and more............................................................... $ 0.75
b) For the reinvestment of bond proceeds, Consultant will charge a fee of three (0.03%)
basis points computed on the same basis, as described in the previous sentence.
c) For the preparation of bid solicitation and review of bids received for the State and Local
Government Securities ("SLGS") to be purchased for escrow accounts, Consultant shall
be paid a flat fee of $5,000.
d) For conduit financings proposed to be issued through the City, the Consultant shall be
paid on the same fee schedule, as set forth above in paragraph "a)" by the Borrower. In
the event that no bonds are actually issued, the Consultant shall receive a fee from the
Borrower, such fee subject to negotiations between the Consultant and the Borrower,
but in no event less than the dollar amount for the hours expended on the project, to
compensate the Consultant for the preparation and presentation to the City of a report
analyzing the credit, the proposed marketing plan, and analyzing the City's protection
from any risk of default on the financing and making a recommendation regarding the
issuance of the proposed bonds.
e) The Consultant shall be paid an annual retainer of $18,000, payable in equal quarterly
payments, for all time expended by its personnel for non -transaction advisory services
such as those described in Exhibit A under the heading "Retainer Services".
When applicable, hourly rates shall be as follows:
o Managing Director $450
o Director: $400
o SMC: $375
o Analyst: $250
The above rates are guaranteed for the duration of the Term, including extensions.
Additionally, the City may wish to negotiate a fixed price or a cap on hourly charges for
any particular project or engagement, at the City's sole option and discretion.
Both the City and Consultant acknowledge that there may be special projects for which
compensation in an hourly rate may not be appropriate and which may not result in the
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issuance of debts including bonds, as more specifically 'referenced in Exhibit A. Fees for
these special services shall be negotiated on a case -by -case basis and shall be agreed
to in writing by both parties.
4.2 REIMBURSABLE EXPENSES
Consultant may be reimbursed for certain expenses directly related and/or incurred in
direct relation to, in the interest of, or as a direct result of the services provided herein. Any
reimbursable expense must be authorized, in advance and in writing by the City's Chief
Financial Officer. Invoices or vouchers for reimbursable expenses shall be submitted to the
City's Chief Financial Officer, along with all supporting receipts and other relevant back-up
materials required to support the amount invoiced, and as required by the Chief Financial
Officer. Consultant shall certify as to each such invoice and/or voucher that the amounts and
items claimed as reimbursable are "true and correct and in accordance with the agreement."
Only actual amounts incurred and paid (requiring proof of payment) by the Consultant shall be
invoiced, without any markups and/or additions.
Reimbursable expenses include, but may not be limited to:
• Travel related expenses.
Such expenses will be reimbursed in accordance with City-wide Procedure OD.20.01 (Travel on
City Business), as may be updated from time to time.
4.3 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty (30)
days for that portion (or those portions) of the Services satisfactorily rendered (and referenced
in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided, make
reference to the corresponding Purchase Order (PO), if applicable and shall be submitted to the
City at the following address:
City of Miami Beach
Finance Department's Accounts Payable Division
1700 Convention Center Drive, 31d Floor
Miami Beach, FL 33139
Accounts Payable: Payables(aD-miamibeachfl.gov
5.1 TERMINATION FOR CAUSE
SECTION 5
TERMINATION
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If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its violation of
the particular term(s) of this Agreement, and shall grant Consultant ten (10) days to cure such
default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Consultant. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce, the City's right and remedies against
Consultant. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH -ITS. CITY MANAGER AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE.
ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY
CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S
SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR
WRITTEN NOTIFICATION TO CONSULTANT, MAY IMMEDIATELY SUSPEND THE
SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT
SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE
DATE OF TERMINATION, FOLLOWING WHICH THE CITY SHALL BE DISCHARGED ,
FROM ANY AND. ALL LIABILITIES, DUTIES AND TERMS ARISING OUT OF, OR BY
VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Consultant is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
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Consultant agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees, agents, and contractors, from and against any and all actions (whether at
law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to -
property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or intentionally wrongful conduct of the Consultant, its officers, employees, agents,
contractors, or any other person or entity acting under Consultant's control or supervision, in
connection with, related to, or as a result of the Consultant's performance of the Services
pursuant to this Agreement. To that extent, the Consultant shall pay all such claims and losses
and shall pay all such costs and judgments which may issue from any lawsuit arising from such
claims and losses and shall pay all costs and attorneys' fees expended by the City in the
defense of such claims and losses, including appeals provided that Consultant's liability shall
only be to the extent of claims and liabilities arising from its negligence. The Consultant
expressly understands and agrees that any insurance protection required by this Agreement or
otherwise provided by the Consultant shall in no way limit the Consultant's responsibility to
indemnify, keep and save harmless and defend the City or its officers, employees, agents and
instrumentalities as herein provided.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City to
the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and
of this indemnification shall survive termination or expiration of this Agreement.
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6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain the below required insurance in effect prior to awarding the
agreement and for the duration of the agreement. The maintenance of proper insurance
coverage is a material element of the agreement and failure to maintain or renew coverage may
be treated as a material breach of the contract, which could result in withholding of payments or
termination of the Agreement.
A. Worker's Compensation Insurance for all employees of the vendor as required by
Florida,Statute 440, and Employer Liability Insurance for bodily injury or disease.
Should the Vendor be exempt from this Statute, the Vendor and each employee
shall hold the City harmless from any injury incurred during performance of the
Contract. The exempt Vendor shall also submit (i) a written statement detailing
the number of employees and that they are not required to carry Workers'
Compensation insurance and do not anticipate hiring any additional employees
during the term of this contract or (ii) a copy of a Certificate of Exemption.
B. Commercial General Liability on a comprehensive basis in an amount not less
than $1,000,000 combined single limit per occurrence for bodily injury and
property damage. City of Miami Beach must be shown as an additional insured
with respect to this coverage.
C. Automobile Liability Insurance. covering any automobile, if vendor has no owned
automobiles, then coverage for hired and non -owned automobiles, with limit no
less than $1,000,000 combined per accident for bodily injury and property
damage.
D. Professional Liability Insurance and Fidelity Bond Coverages in amounts not less
than $5,000,000 and $5,000,000 single loss/$10,000,000 aggregate, respectively,
with the deductible on a per claim basis, if any, not to exceed $200,000 for
Professional Liability and $50,000 for the financial institution bond.
E. Cyber Liability in an amount of not less than $5,000,000 with deductible not to
exceed $100,000.
6.3 Additional Insured — City of Miami Beach must be included by endorsement as an
additional insured with respect to all liability policies (except Professional Liability and Workers'
Compensation) arising out of work or operations performed on behalf of the Consultant
including materials, parts, or equipment furnished in connection with such work or operations
and automobiles owned, leased, hired or non -owned in the form of an endorsement to the
Consultant's insurance.
6.4 Notice of Cancellation — Each insurance policy, except for Professional Liability,
required above shall provide that coverage shall not be cancelled, except with not less than 30
days' notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. With
regard to Professional Liability, in case of any reduction in coverage, other material changes, or
cancellation, Consultant will provide not less than 30 days' notice to the City of Miami Beach c/o
EXIGIS Insurance Compliance Services.
6.5 Waiver of Subrogation — Consultant agrees to obtain any endorsement that may be
necessary to affect the waiver of subrogation on the coverages required. However, this
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provision applies regardless of whether the 'City has received a waiver of subrogation
endorsement from the insurer.
6.6 Acceptability of Insurers — Insurance must be placed with insurers with a current A.M.
Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida
Insurance Funds (i.e. FWC(GA, FAJUA). Carriers may also be considered if they are licensed
and authorized to do insurance business in the State of Florida.
6.7 Verification of Coverage — Consultant shall furnish the City with original certificates and
amendatory endorsements, or copies of the applicable insurance language, effecting coverage
required by this contract. All certificates and endorsements are to be received and approved by
the City before work commences. However, failure to obtain the required documents prior to
the work beginning shall not waive the Consultant's obligation to provide them. The City
reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by these specifications, at any time.
CERTIFICATE HOLDER ON ALL COI MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 947
Murrieta, CA 92564
Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing
agent, EXIGIS, at:
Certificates-miamibeach (abriskworks.com
6.8 Special Risks or Circumstances — At the time of option exercise or amendment, the
City of Miami -Beach reserves the right to modify these requirements, including limits, based on
the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this agreement.
SECTION 7
LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By
entering into this Agreement, Consultant and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
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SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action for money damages due to an alleged breach by the City of
this Agreement (excluding any claim arising out of the City's failure to pay fees payable to
Consultant), so that its liability for any such breach never exceeds the sum of $10,000.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of $10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in
excess of $10,000 for any action or claim for breach of contract (excluding any claim arising out
of the City's failure to pay fees payable to Consultant) arising out of the performance or non-
performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE'
With respect to the performance of the Services contemplated herein, Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by reasonable persons
and/or recognized professionals, with respect to the performance of comparable work and/or
services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, Consultant shall comply with all applicable laws, ordinances,
and regulations of the City, Miami -Dade County, the State of Florida, and the federal
government, as applicable.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not
otherwise be made public and/or disseminated by Consultant, without the prior written consent
of the City Manager, excepting any information, records etc. which are required to be
disclosed pursuant to Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Consultant or its
employees or sub -consultants, without the prior written consent of the City Manager.
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SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to/ Consultant, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf, to audit, examine,
and/ or inspect, any and all other documents and/or records relating to all matters covered by
this Agreement. Consultant shall maintain any and all such records at its place of business at
the address set forth in the "Notices" section of this Agreement.
10.3 ASSIGNMENT. TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this section, and any attempt to make such assignment (unless
approved) shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes
with the City's Procurement Division.
10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Consultant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Consultant shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color; national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
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10.6 CONFLICT OF INTEREST
Consultant herein agrees to adhere to and be governed by all applicable Miami -Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami -Dade County
Code, as may be amended from time to time; and by the City. of Miami Beach Charter and
Code, as may be amended from time to time; both of which are incorporated by reference as if
fully set forth herein.
Consultant covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. Consultant further covenants that in the performance of this Agreement, Consultant
shall not employ any person having any such interest. No member of or delegate to the
Congress of the United States shall be admitted to any share or part of this Agreement or to
any benefits arising therefrom.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shall comply with Florida Public Records law, under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) - The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the
definition of "Contractor" as defined in Section 119.0701,(1)(a), the Consultant shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) 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 contract term and following completion of the
Agreement if the Consultant does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, , at no cost to the City, all public
records in possession of the Consultant or keep and maintain public records
required by the City to perform the service. If the Consultant transfers all public
records to the City upon completion of the Agreement, the Consultant shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Consultant keeps and
maintains public records upon completion of the Agreement, the Consultant shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
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services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Consultant- of the
request, and the Consultant must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Consultant's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: .(I) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
'Agreement; and/or (3) avail itself of any available remedies at law or in equity.
(3) A Consultant who fails to provide the public records to the City, within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Consultant the reasonable costs of enforcement, including
reasonable attorneys' fees, if:
a. The court determines that the Consultant unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the
Consultant has not complied with the request, to the City and to the
Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Consultant at the Consultant's address listed on its
contract with the City or to the Consultant's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery, which may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) 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 AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(&MIAMIBEACHFL.GOV
PHONE: 305-673-7411
10.8 FORCE MAJEURE .
(A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Consultant or the City's obligations under the Agreement, and (ii) is beyond the
reasonable control of such party unable to perform the obligation, and (iii) is not due to
an intentional. act, error, omission, or negligence of such party, and (iv) could not have
reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include
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events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God
which prevent performance. Force Majeure shall _not include technological impossibility,
inclement weather, or failure to secure any of the required permits pursuant to the
Agreement.
(B) If the City or Consultant's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately,
upon learning of the occurrence of the event or of the commencement of any such delay,
but in any case within fifteen (15) business days thereof, provide notice: (i) of the
occurrence of event of Force Majeure, (ii) of the nature of the event and the cause
thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated period of
the delay, and (v) of what course of action such party plans to take in order to mitigate
the detrimental effects of the event. The timely delivery of the notice of the occurrence of
a Force Majeure event is a condition precedent to allowance of any relief pursuant to this
section; however, receipt of such notice shall not constitute acceptance that the event
claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of
the occurrence of a Force Majeure event shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part, by
Force Majeure to carry out such obligations. The suspension of any of the obligations
under this Agreement due to a Force Majeure event shall be of no greater scope and no
longer duration than is required. The party. shall use its reasonable best efforts to
continue to perform its obligations hereunder to the extent such obligations are not
affected or are only partially affected by the Force Majeure event, and to correct or cure
the event or condition excusing performance and otherwise to remedy its inability to
perform to the extent its inability to perform is the direct result of the Force Majeure
event with all reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a result
of such occurrence unless such occurrence makes such performance not reasonably
possible. The obligation to pay money in a timely manner for obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to
the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in) the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend
the City's payment obligations under the Agreement, and may take such action without
regard to the notice requirements herein. Additionally, in the event that an event of
Force Majeure delays a party's performance under the Agreement for a time period
greater than thirty (30) days, the City may, at the sole discretion of the City Manager,
terminate the Agreement on a given date, by giving written notice to Consultant of such
termination. If the Agreement is terminated pursuant to this section, Consultant shall be
paid for any Services satisfactorily performed up to the date of termination; following
which the City shall be discharged from any and all liabilities, duties, and terms arising
out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure
extend this Agreement beyond its stated term.
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10.9 E-VERIFY
(A) Consultant shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, Consultant shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees during
the Term of the Agreement. Additionally, Consultant shall expressly require any
subconsultant performing work or providing services pursuant to the Agreement to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subconsultant during the
contract Term. If Consultant enters into a contract with an approved subconsultant, the
subconsultant must provide the Consultant with an affidavit stating that the
subconsultant does not employ, contract with, or subcontract with an unauthorized
alien. Consultant shall maintain a copy of such affidavit for the duration of the
Agreement or such other extended period as may be required under this Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Consultant has knowingly violated Section
448.09(1), Florida Statutes, the City shall terminate this Agreement with
Consultant for cause, and the City shall thereafter have or owe no further
obligation or liability to Consultant.
(2) If the City has a good faith belief that a subconsultant has knowingly violated the
foregoing Subsection 10.9(A), but the Consultant otherwise complied with such
subsection, the City will promptly notify the Consultant and order the Consultant
to immediately terminate the Agreement with the subconsultant. Consultant's
failure to terminate a subconsultant shall be an event of default under this
Agreement, entitling City to terminate the Consultant's contract for cause.
(3) A contract terminated under the foregoing Subsection (13)(1) or (13)(2) is not in
breach of contract and may not be considered as such.
(4) The City or Consultant or a subconsultant may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (13)(1) or
(13)(2) no later than 20 calendar days after the date on which the contract was
terminated.
(5) If the City terminates the Agreement with Consultant under the foregoing
Subsection (13)(1), Consultant may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
(6) Consultant is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
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SECTION 11
NOTICES
Contract No. 23-008-01
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT:
PFM Financial Advisors LLC
2222 Ponce De Leon
31 Floor
Coral Gables, FL 33134
Attn: Sergio Masvidal
Email:.masvidals(aD.pfm.com
TO CITY: City of Miami Beach, Florida
Office of the City Manager
1700 Convention Center Drive 411 floor
Miami Beach, FL 33139
Attn: Alina T. Hudak, City Manager (or successor)
Email: AlinaHudak(&-miamibeachfl.gov
With a Copy to: City of Miami Beach Florida
Finance Department
1700 Convention Center Drive 3►d floor
Miami Beach, FL 33139
Attn: Jason D. Greene, Chief Financial Officer (or
successor)
Email: JasonGreene@miamibeachfl.gov
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of receipt by
either U.S. certified mail or overnight delivery. All notices mailed electronically to either party shall
be deemed served upon acknowledgement of receipt by the representative fog the receiving
party.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and!
of equal dignity -herewith. For the sake of clarity, any separate agreement between the City and
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Contract No. 23-008-01
an affiliate of Consultant or any third party referred or introduced by Consultant shall not in any
way be deemed an amendment of modification of this agreement.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a provision
of this Agreement shall not be deemed .a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was, necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the language has been agreed to by parties to express their mutual intent and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not,intended to confer any rights or obligations upon the parties to this Agreement.
12.6 REGISTERED MUNICIPAL ADVISOR; REQUIRED DISCLOSURES
Consultant is a registered municipal advisor with'theSecurities and Exchange Commission (the
"SEC") and the Municipal Securities Rulemaking Board (the WSRB"), pursuant to the Securities
Exchange Act of .1934 Rule 1513a1-2. If City has designated Consultant as its independent
registered municipal advisor ("IRMA') for purposes of SEC Rule 1513a1-1(d)(3)(vi) (the "IRMA
exemption")„ then services provided pursuant to such designation shall be the services
described in Exhibit 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 City.
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
City prior to or together with this Agreement.
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Contract No. 23-008-01
12.7 INFORMATION TO BE FURNISHED TO CONSULTANT
All information, data, reports, and records in the possession of City 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.
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 PFM's Disclosure Statement delivered to
Client prior to or together with this Agreement.
IN.WITNESS WHEREOF, the parties hereto.have caused this Agreement to be executed by
their appropriate officials, as of the date first entered above.
FOR CITY:
ATTEST:
By:
Rafael E. G anado, City Clerk
APR 2 7 M 1
Date:
APR, 2 7 2023
FOR CONSULTANT:
By:
CITY OF MIAMI BEACH, FLORIDA
Alrina. Hudak, ity Manager
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
'r y� 4/18/23
{-pr City Attorney � Date
Sergio Masvidal, Managing Director, PFM Financial Advisors LLC
Print Name and Title
Date: April 18, 2023
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Contract No. 23-008-01
EXHIBIT A SCOPE OF SERVICES
The Consultant agrees that upon request from the City, the following services will be performed
by the Consultant in consideration of the compensation and/or fees agreed upon in this
agreement, as further clarified below. The services to be provided shall include, but not be
limited to, the following:
Services covered by Cost of Issuance:
Financing Involving Specific Public Offering of Debt Securities:
• Participate in future debt issuance by assisting the City with the development of
timetables, preparation of preliminary and final official statements, resolutions, and other
documentation as may be required. Further, the Consultant will make recommendations
for appropriate credit structures, evaluate the use of various credit enhancements,
participate in presentations to the rating agencies and review the marketing and sale of
any debt before, during, and after the pricing of bonds.
• Assist the City in developing and implementing various financing strategies, including
research and evaluation of the structuring, timing, and procurement of financial
instruments to implement a specific strategy.
• Evaluate financing mechanisms and assist in the financing component of any such
mechanisms chosen by the City.
• To be available, upon proper notification, to participate :in conference calls, and
conferences, with the personnel of the City and other consultants to the City regarding
financing matters.
• Provide information concerning the structure of financing programs used by other
issuers.
• Recommend in conjunction with bond counsel, provisions, and covenants to be
contained in bond issues, including, but not limited to bond amounts, maturities, interest
rates, redemption provisions, flow of funds, debt service coverage -requirements, reserve
funds, security pledges and conditions relating to the issuance of -additional bonds.
• Assist with the preparation of debt service requirements for proposed issues.
• Advise on using a negotiated or competitive bid sale fof each issue.
• Coordinate bond closing and transfer of funds.
• Advise onthe advantages and disadvantages of municipal bond insurance or other
credit enhancements.
• Coordinate with and provide the municipal bond rating agencies (and credit enhancers, if
applicable) with information necessary to obtain an appropriate bond rating.
• Advise on market conditions and recommend the timing of the sale of the bonds.
• Assist where needed at the time of a competitive sale in checking all bids for compliance
with bid specifications and recommend awarding the bonds in the City's best interest.
• Assist, . upon request, in selecting the book -running managing underwriter and co -
managing underwriters for negotiated sale of bonds.
• Assist in negotiating the interest rates proposed by the underwriters for the bonds and
the underwriter's compensation and expenses on the issue expressed in terms of the
gross underwriter's discount.
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Contract No. 23-008-01
• Review the bond purchase agreement and advise on its acceptance -or rejection in light
of market conditions.
• Assist legal counsel in the preparation and distribution of the Official Statement.
• Arrange for distribution of the Official Statement to bond underwriters and investors in
accordance with the objectives communicated to the Consultant by the City or its agents
or representative.
• Assist at bond closing and coordinate. printing, signing, and delivery of bonds, including
receipt of the transcript, bond printing, CUSIP numbers, and delivery of bonds.
Financing Involving Specific Offering of Non -Debt Securities:
• Assist in the selection of a financing vehicle, including but not limited to the private
placement of debt, participation in pooled loan programs, short-term borrowing
programs, bank loans, tax anticipation notes, certificates of participation, and revenue
anticipation notes or other alternative financial products, including but not limited to
interest rate swaps, caps or collars, and investment of bond proceeds.
• In conjunction with the City's legal counsel, assist in preparing documents for items
noted above.
Retainer Services:
• Assist the City 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 City with savings.
• Analyze future debt capacity to determine the City's ability to raise future debt capital.
• Assist the City in the development of the City's Capital Improvement Program by
identifying sources of capital funding.
• Assist the City with the development of the City's long-range 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
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Contract No. 23-008-01
issuance, and project operating and capital balances, 'selected operating and debt ratios
and other financial performance measures as may be determined by the City.
• Conduct strategic modeling and planning and related consulting.
• Attend meetings with City's staff, consultants, and other professionals and the City.
• Undertake financial planning and policy development assignments made by the City
regarding financings, and financial policy including budget, tax, cash management
issues and related fiscal policy and programs.
• Assist the City in preparing financial presentations for public hearings and/ or
referendums.
• Provide the City with subscription access to Munite Investor Relations platform at no
cost to the City, subject to a separate Subscription Agreement between the City and
PFM affiliate, Munite, LLC.
• Specific public offering of debt securities or offering of non -debt securities not issued.
• Participating in the development of a financial plan for the City's capital improvements.
• Advice on various budget and funding matters not specifically related to the offer of
securities or other financing services as noted above.
Services under hourly rate and negotiated lump sum and/or hourly with a cap:
y �
• Assisting with validation proceedings and/or testifying as an expert witness with respect
to offerings.
,• Providing secondary market disclosure services upon request in compliance with Rule
15c (2)-12 of the Securities and Exchange Commission.
• Additional services not listed in either above section.
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MIAMIBEACH
23-008-01 I FOR FINANCIAL ADVISORY SERVICES
PFM FINANCIAL ADVISORS LLC I FINANCE
Jason Greene
N/A
X Type 1— Contract, amendment, change order or task order resulting from a procurement -issued competitive solicitation.
Type 2 — Other contract, amendment, change order or task order not resulting from a procurement -issued competitive solicitation.
Type 3 — Independent Contractor Agreement (ICA)
Type 6 — Tenant Agreement
Type 4— Grant agreements with the City as the recipient
Type 7 — Inter -governmental agency agreement
Type 5 — Grant agreements with the City as the grantor
Other:
Brief Sumrapry & Purpose (attach memo if additional space is necessary)
On March 27, 2023, the Mayor and City Commission approved Resolution 2023-32488, accepting the recommendation of the
City Manager, pursuant to RFQ-2023-008-WG-Financial Advisory Services, to enter into negotiations with PFM Financial
Advisors LLC, as the top -ranked proposer and, further authorizing the City Manager and City Clerk to execute a contract upon
conclusion of successful negotiations by the Administration.
The Administration concluded negotiations, and the agreement was form approved by the City Attorney's Office and executed
by the Consultant. Pursuant to the authority established in Resolution 2023-32488, this item seeks the City Manager's approval
to execute a contract with PFM Financial Advisors LLC.
•(Original
Three (3) years. Three (3) additional one-year periods. I Six (6).
Funding Information
Grant Funded: I I Yes I XI No State Federal I I Other: N/A
Cost & Funding Source
1 $18,000.00 011-0360-000312-12-400-582-00-00-00 Yes X No
2 $18,000.00
011-0360-000312-12-400-582-00-00-00
Yes
X
No
3 $18,000.00
011-0360-000312-12-400-582-00-00-00
Yes
X
No
1. For contracts longer than five years, contact the Procurement Department. 2. Attach any supporting explanation needed.
3. Budget approval indicates approval for current fiscal year only. Future years are subject to City Commission approval of
annual adopted operating budget.
Aut4grity to Sign
City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
2023-32488 C2A 3/27/2023
If no, explain why CC approval is not required:
Legal Form Approved: X I Yes No I If no, explain below why form approval is not necessary:
DocuSigned by;r .. - .
Procurement: Alex Denis Ate. Di Grants:
oc- one
Budget: TgMeka Otto e,E7A769 Rormation Technology:
(t u/
N/A
N/A
Risk Management:
11MM20B4A610EE1463
Fleet & Facilities:
N/A
DocuSigned by: DocuSigned by
Human Resources:
N/A
Other: Kristy 8 da
Maria Estevez