HomeMy WebLinkAboutDocumentation_Regular_Tab 09A_05/12/1994 r
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� VILLAGE OF TE UESTA �
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Post Off,ce Box 3273 • 357 Tequesta Drive
' Teyuesta, Floricia 33469-0273 • (407) 575-6200
� � Fax: (407 j 575-6203
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MEMORANDUM
TO: Village Council �
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FROM: Thomas G. Bradford, Village Manager `
DATE: May 5, 1994
RE: Agreement for Financial Advisory Services with Florida
Municipal Advisors, Inc.; Aqenda Item
Attached hereto, please find a copy of the above referenced for
your review. Florida Municipal Advisors, Inc. has been recommended
by the Finance Director to provide the financial advisory services
necessary for the proposed 1994 bond issue. The Agreement will be
reviewed by the Village Attorney's office for legal form and
sufficiency prior to the Village Council Meeting.
The financial advisory services to be provided are fairly
straightforward and are those typically associated with a bond
issue of the size and complexity anticipated to be pursued by
Tequesta.
As of this writing, the 1994 bond issue consists of the following:
1) Tequesta Park improvements: $286,000
2) Constitution Park Improvements: $408,000
3} Country Club Drive Improvements: $225,000*
4) Call 79 Series Bonds (8.4$): $579,400
Total: $1,498,400
Less: Debt service reserve $95,000
Recreation Impact Fees: $90,000 (approximate)
Net Project Cost: $1,313,400
Recycled Pa�r
Village Council
May 5, 1994
Page 2
Issuance Cost: $i62,600
Total Bond Issue: $1,476,000
*Tentative Estimate. Staff working on final project cost
estimate. -
Based upon the foregoing, the estimated compensation to Florida
Municipal Advisors is $7,380, plus out-of-pocket expenses, if any.
It is�recommended that the Village Council approve the Agreement
for Financial Advisory Services with Florida Municipal Advisors,
Inc. and authorize the Village Manager to execute the same on
behalf of the Village.
TGB/cm
; , VILLAGE OF TEQUESTA
/'��' �` Post Office Box 3273 • 357 Tequesta Drive
���`S Tcqucsta, Florida 33469-0273 • (407) 575-6200
� {�� � Fax: (�307) 575-6203
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♦
C„ fOUM�
Apri' 27, 1994
John C. Randolph, Esq.
Jones, Foster, Johnston & Stubbs, P.A.
�P.O. Drawer 3475
West Palm Beach, Florida 33402-3475
RE: Agreement for Financial Advisory Services
Dear Skip:
Attached hereto, please find a copy of the above referenced for
your review. Please review the same ar.d advise of your opinion as
to the legal form and sufficiency. I need to have your opinion by
May 5, 1994, in order to include it with the agenda materials for
the Village Council Meeting on May 12, 1994.
Should you have any questions regarding this matter, please feel
free to contact me.
Sincerely,
�
Thomas G. Bradford
Village Manager
TGB/krb
c: Bill C. Rascavelis, Finance Director
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;� � , VILLAGE OF TEQUESTA ,��
Post Office Box 3273 • 357 Tequesta Drive ;;���--k- �2
' Tequesta, Florida 33469-0273 • (407) 575-6200 ` \ �
°� 3 � Fax: (407� 575-6203 � Vtl? A::E OF �
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NIIIvIQRANDUM �
TO: Thomas G. Bradford, Village er �� ,-
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FROM: Bill Kascavelis, Director of Fin�e
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DATE: April 25, 1994 f
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SUBJECT: Approval of Proposed Agreement with
Florida" Municipal Advisors, Inc.
Attached is a draft proposal from Florida Municipal Advisors,
Inc. for Financial Advisory Services to the Village. I have
reviewed the proposal and recommend approval.
Also, Bond Counsel Services far the 1994 Bond Issue with Mr.
Mark Raymond, Esq., Moyle, Flanigan, Katz, Fitzgerald & Sheehan,
P.A., for the fee of $10,000.00, is recommended for approval.
If you have any questions concerning these matters, please
notify me accordingly.
Respectfully, .
BCK/mk
Encls.
c: Clark D. Bennett, FMA's
Kecucled Pnper
' 05i06i94 12:49 002
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. � V� WVniEt � 1
y��NTN FIANAGAN �
1rlay 6, 1994 �
VIA: !]�C87aLZLE ONLY
Tho�uas G. Bradford, -
Village Manag�r �
VILLA6E OF TEQUEST�
Poat office Hox 3273
Tequestd, Flo�ida 33469-0273
�tE: Villaqe a� Tec�uesta v. Loxaha�Chee River Enviroruaental ntrai
DiStriCt and State of Florida Department af Environme al
pratection
Our File No. 1Z325.1
Dear Tom:
,
I hdve spoken u►ith Clark Bennett vf Florida Mwnicipal Ad 'sors,
il�c. I proposed modifications to the draft cantract. A cop of my
proposed response to Mx. Bennett showinq such madificati t�s is
enclosed for your rePerence. Tp expedite this matter, I am
forwardiYlg the modific:ations to Mr. Benn�tt for his review. A copy
8i my transmittal c�x•re�pondence is also encl�sed.
Assuming the addendum is acceptable to Florida Municipal Aci isors,
Inc_ � the col'�tract and Addendum are ifi ac�c:�ptable legal fo .
Very truly yours,
JONES� � STER JOHNSTON & STUBBS, P. A.
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Enclosures
eqhtdaeJ13153-YJbradford.le4
--•-- .. J AI�1-10-' 00 TIJE 15 = 21 1 U: T EL t 10: tt057 P02
A�GREEMENT FOR FIN,P►NCIAi�. ADVISORY SLRVICLB
TH18 AaREEMEM' medd and entered knn mla _ d�y of � 1984, by and between the
VlLLAQG Cf I�QUG�TA. Plorida. hernlnaRar roferrrod to �a the "VILLAOE"� end the Arrn of FLGRIDA
MUNICIPAt ADVi80R8, INC.� harolnMter n+femed to as "FINANCW. ADV160R"� whae uddrosa Is �121
North Mtl�ary Tnall, 8ulte Z00, Palm B��ch Oandens� Floride, 33410 ar�d F�d�l I.D. Numbw a ba-1 a464ed.
�WfTN�SSETH:
� l'hat in aotmideratbn oi the m�usl promlaes �nd apmsmsrrts heraln oortilned, ths perdes heieto 0
heroby contr�a For the servlcea of the Ftnancc:i�l Advtsor in the idlowinp r+aepeota:
. 1. To be arnaAable �t aN tim�s, �on �onable reque�t. fio meet wlth the Villepe, its �tf� peraonnei
and dqter cat�nta In otdsr� carty aR tha purna�es �nd knent of this Aqteenldr�.
2. At such �me ae the V�lepe hae detem�ed thaR � wiU be neoea�ry to beue bonde o� to abtah
Bomv o�er e�tem�t souroa of rtimqirp in order to flnar�ce anY ca�at pro1�c�, the �andel Advteor wiA prepgee
a eetAll�d Fln�ndoirq Plan whfoh rNN tndude e complete desafptivn wdh nepa�d to the folowkp: (y ihs amount
ot fianchp requtred ta be undartaken; p�) the sacurtty �7d souroe of paymern �or s�,ch ftnandc�; (r� t11e
P�dR�I tem�e and oover�uur�a �o be roqulred as part of suah t�np; (k� estlmeted iuutuei debt san►loe
roqWromsnae; And (e} e a�h fbw �nNysie ahowir�p the adequ�cr of the pledped rov�ues b m�et dsbt
asrvla nquhnNn�.
s. 'ms Finanatal t�dvtsor vNll asaist �ar�d Counsel azd the v�ilape Attorney in ttw propa�pon o� �II ot
the ertandnp dooumenrs.
4. '�he Flnerx�el Advlsor wlll be avallable to testlly �s an axpert wltnne�s at arry bond �on or
� � P�d��.
s. 'iT�e �inarwisl Advlsor wttl prepare en Ot�del b�ern oontainlrq det�led hYorma�tan rand
vompt�te dladoeuro with rsg�nd to �e term6 end cond�lona u�d the securR�r ior ary euch Anerx�rp The
i��ial A�vlaor wlq also anstpe iar the wldest poe�ble �IxRbn af any auah Qftlol�l ��o bond
ur�de�vr�ltsrs ar�d �11/eSt01�.
e. The F�nanalal �4dvlsarwqf pr�are eit w�ilten m�ter�t deemed neoe�ary to malce A p�r�lom to
#te bond tadnp a0erx�es and will coondinate the efrorta of the VlAsQs'� staff and other aansuttsraa � mskirp
a�r euah pne�errtation. The P�nanc�i�1 Advlaorwlll alav e�alst tha 1Aile4s'e atart in mekinp patodic nepcxts to the
bond r�tinp apende� In order that sud� ratl�p epende� wdl be kept lnformed aa W the �ument developmeata in
the Vllepe. .
�. '1'hs Flnandal Adviaor wil advi�e ihe Vtllepe � ta the ca�t sn�dv�ana� af obtalr�np bond
h�noe on art�r propaed ifn�dnp snd� If deomed ooe� el�ect�ve� to m�dae �on fbr s�roh �oe.
S. Ths Flnandd r4dvbor wA! advt� tha VMiaga �e to whether any wch fhondr� ehouid be
aooa»p�ns[I dy mear� at � neqadoted or oompst�ive aais.
s. �n the event the� tha Anonqnp !a to be �oompliahed t�► means o� a caripeil�a aais. qx+ �
A�dvle� wil make aN ot the amon�emer�ts �aqul�d to eandud a puble sele �d wll ba p�easnt .t 11M �le to
a�Mt tha VIAap� M onnrardlrp the bondsto th� lowest bidder.
_. , J ti� r-i�-' �i I lJ� 15: 21 J ll: TEL FJO: tt057 F'03
10. In tJte ever� thet the tinenolnp b io ba �aoompll�hed by means of � nepotlaMd ate� ths F7nanalel
A�dvtsor wlll pa�form �I) M tho serviaes outltned In th� pArr�npha two �y to �evan (n �bavs �! Mrp!
ad�tlor�ify �elet the Vlilape in nepotlaUnp ell ot the terms ond oondttlone of any woh npoti�ted Mls.
11. Ths Flnandei Advlsor wili �bst the Vlltape In msklnp all of ths artsnperrwnts naquihd to dos� or�
�m► tln�ndno.
1�. For the aeMoe� r,�ndsred as outlin�d abov�� the Financl�l Advi�or �il bs eompene�tsd ss
t�ows:
(a) For any bond flnanc:lnp ac�vitles, the follaMnp re�e achedule shall be In eAeaC
�.QO po� 51,001I per value ot bonds tor the A[et �t�OC�D,000 feeued
�.00 Pe� �1 �400 Rar v�lue oi bond� for 1ha nao� �9�OOD,000 beued
�t1.00 pa� �1 �000 pe� veilue ot boncis for any amount In a000e� d id�000�000
WMh � ml�imum ot �8000 por tRns�ctlan.
M edditlon� for any nepotleitted aela where ths fb�nclal Advleor 1� te�ue�,ed �o
RrePa�e �te dladosunf �t�smsr�, �n addltlaal �Z�600 af�ll be p�ld to F'�.ndd A�dvleor.
(b} For �ny servwee reque�ed ta be perfarmed by the Fln�r�l Advieor fh�t Aro nat mrootlyy
r�ed ca uond nn�notr�p ac��es, tne Fln�naai adviaoranmi �e oom�r�aced �ra,an se� a� me �ce a
ii��� r. 6uch servkes ahml Inqude� dut not be 1lmltad tio. pank artd Is�aei PurQl�ave tlrNmolrp And t�ly
(4� In eddkton to the tees desca�bed In �b-pot�raphs (q) q�d �) qb'p�►e, th� FIt1�1d�1 RdYlsor
st� be retmbu�eed tor a eo�enaea inaarod in connedlon withh �rri tk��ndn0, provtded howe�ver,
ihat vuFot-pooket e�o�ea sheli not lndude any oosts for trevel between the otfioe of the R6'�a�tdal A�vtsor
•nd ths o�ice� a�the illlla�pe.
t8, It !� sacpr+eaafy undef�e#ood that the ieea Snd expense relrnbueement rel�p #Q bo�x! fl�anai�p �dlvtdee
pro�vi�ded tor under th�s Apreement �hall be canqnger� upon ihe aompletlon vf �n�r flr�analna, �nd if Ibr emy
reason a ltnendnp f� not e�omplcted, the� ehali be no fee or r�lmb�mem�t for eocper� owlnp �o p�a
F�►�nofal,4�y�or.
14. Th� Flnpnd�! Advl�or shail not, durinq the tsrrn of this Aproement, trer�c;t any b�rslness wMh ths Vdl�s
of Teque�ts 1n whld, ns nss a nnanaar rntsrest, snner a�rbw or rndl�.
1b Tne ��nanaer �aor si,an �r �� or � s��n �mr t� hemtatb�v or he�eafter le�uea
b�l the Vlll�pe o�f Tequoeta.
16- it Is eocpna�ly unde�taod and apreed by and poiyveen ttw parp�s hot�to th�t pw F1n�l A�dvbor (s
�Inp in tlro capadty cf an IndePendsn� oo�atar �nd i� In �ro wey to he c�rotdereq #n vmprvyso ot ttx�
Vl�qs uid atn� not be altDlble f4r arry It�urance bsnsms, wortnr�enti canper�on canrsraps or �p�qon
Y� �e nedlromeM �n� �1 af whk�h �ue p�fidp�ted in by anpbyees of the WAspa
'��. ���, �a.rstoaa th�i thts Apre.men� b no�reacau�hrs and � the vlAe�s aeterm�ee 1n I�a eots
�on, thet aome t�ther 1Nrn ce�► pr+pvlde �I+eater e�cpetUss d1 �rql partkx�er tlnatx�np, me y11�ps may
se�eot �some other flrm to p�vkae the �ervlce.9 that tha Flnanctal Advisor w�oWd otlferwtss provids wwsr ths
teNRM d �IY /�p18lt11911t.
,- -- � Hrv-�1w-' �r�v i uE 15: 22 I li: TEL NO • ti057 Ppd
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1 a. Thla Aproernenl ahall he 1br e tertn ot Mro � Yeer� bephnlnp _,. and �1ter exptralion ot ths tnlual iwo-
�rear tetm �hall bs �utwneUoelly ronew�ed annualy theresltvr unloae teimin�ted by fhe Vlllepe.
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ATTEST: VILLAOE OF T'�QUEBTA
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� ! VAlap° Cistk � VII1ape IIAar�per '""'
APPRCYEp A8 TQ F4RM; -
VMl�pe J�1#�n'10Y
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WITNFBS AS 'Ib CON9ULTANT: ' FLORlpA MINVICIPAI. ADViSORS� (NC.
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� � ° r � N�rne (lype nr Pdnq
�VED A8 TO FOl�IA AND .
I.�l3111. BUFFICIENCY
CouA�y At�mey
' 05i06i94 12:50 003
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�1DDSNDW[ TO
I1QRS81[�iT TOR !'Ilf7lZfCtAL ADYZ60AY 8B3tVZCa9
HET'rtE�N VILL7►GE OF TSQULST�
�ND
lLOR*D11 KUIQICIP]1L IlUVI80R9� INC.
Notwithstaraing th� terms set for�h in the J�greeme for
Financi�l Advisory Services ("Agreement") between the Vill qe of
Tequesta and �'lorida Municipal Advisors, Inc., the followfnq terme
and conditiang shdll be incorporated in said Agreement and shall
take precedenee and contrai in the event of any con�lict b tween
� the terms of this Add�ndum and any other terms in the Agree c�nt.
NotWiths�andirtg �he terms af paraqraph 17 of the Agre ment,
the Vil�laqe of Tequesta shall have tt�e right to retain the se ices ��
Of any c�ther f �rm Yor purposes of providing assistance with r speat
to any particular financing, and the Village of T�que6ta sha have
sole and absolute discretion to sele�t any ather firm or fi s far
any p�rticulAr re�sons including, but not limited ta, g eater
expertise vn a particular financing, co9ts, etc.
Notwithstandinq the provisivlYS of paXagraph 16 o the
Aqreeiaent, the V�liaqe of 't�equesta shall have c�mpl�te and a olute .
discreti.on to terminate this Agreement, at any time, and f r any
reason. To terainate th.�s Agr�ement, tRe viilage of Tequest shall
be required to send a letter to Florida Municipal Advisors, c. at
9121 North Military Trail, Suite 'lUU, Palm 8each Gardens, orida
33410 indicatinq its deCision to terminate the Agreement.
ATTEST VILLl1GE OF TEQUESTA
By_ BY:
v1 aqe lerk aae fa�a�aer
APPROVEU AS Tp FO�M:
By:
Village ttorney
WITNESS AS TO CONSUL'I.'ANT: FIARIDA MUNICIPAL ADVISO , INC.
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g By:
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PY' 2Zt Nnme j ( Fr int Name )
AGREEMENT FOR FINANCIAL ADVISORY SERVICES
THIS AGREEMENT made and entered into this 12th day of Mav, 1994, by and between the VILLAGE
OF TEQUESTA, Florida, hereinafter referred to as the "VILLAGE", and the firm of FLORIDA MUNICIPAL
ADVISORS, INC., hereinafter referred to as "FINANCIAL ADVISOR", whose address is 9121 North Military
Trail, Suite 200, Palm Beach Gardens, Florida,33410 and Federal I.D.Number is 59-1848466.
WITNESSETH:
That in consideration of the mutual promises and agreements herein contained, the parties hereto o
hereby contract for the services of the Financial Advisor in the following respects:
1. To be available at all times, upon reasonable request,to meet with the Village, its staff, personnel
and other consultants in order to carry out the purposes and intent of this Agreement.
2. At such time as the Village has determined that it will be necessary to issue bonds or to obtain
some other extemal source of funding in order to finance any capital project,the Financial Advisor will prepare
a detailed Financing Plan which will include a complete description with regard to the following: (a)the amount
of financing required to be undertaken; (b) the security and source of payment for such financing; (c) the
principal terms and covenants to be required as part of such financing; (d) estimated annual debt service
requirements; and (e) a cash flow analysis showing the adequacy of the pledged revenues to meet debt
service requirements.
3. The Financial Advisor will assist Bond Counsel and the Village Attorney in the preparation of all of
the financing documents.
4. The Financial Advisor will be available to testify as an expert witness at any bond validation or
other legal proceedings.
5. The Financial Advisor will prepare an Official Statement containing detailed information and
complete disclosure with regard to the terms and conditions and the security for any such financing The
Financial Advisor will also arrange for the widest possible distribution of any such Official Statement to bond
underwriters and investors.
6. The Financial Advisor will prepare all written material deemed necessary to make a presentation to
the bond rating agencies and will coordinate the efforts of the Village's staff and other consultants in making
any such presentation. The Financial Advisor will also assist the Village's staff in making periodic reports to the
bond rating agencies in order that such rating agencies will be kept informed as to the current developments in
the Village.
7. The Financial Advisor will advise the Village as to the cost effectiveness of obtaining bond
insurance on any proposed financing and,if deemed cost effective,to make application for such insurance.
8. The Financial Advisor will advise the Village as to whether any such financing should be
accomplished by means of a negotiated or competitive sale.
9. In the event that the financing is to be accomplished by means of a competitive sale,the Financial
Advisor will make all of the arrangements required to conduct a public sale and will be present at the sale to
assist the Village in awarding the bonds to the lowest bidder.
10. In the event that the financing is to be accomplished by means of a negotiated sale,the Financial
Advisor will perform all of the services outlined in the paragraphs two (2) to seven (7) above and will
additionally assist the Village in negotiating all of the terms and conditions of any such negotiated sale.
11. The Financial Advisor will assist the Village in making all of the arrangements required to close on
any financing.
12. For the services rendered as outlined above, the Financial Advisor shall be compensated as
follows:
(a) For any bond financing activities,the following rate schedule shall be in effect:
$5.00 per$1,000 par value of bonds for the first$2,000,000 issued
$2.00 per$1,000 par value of bonds for the next$3,000,000 issued
$1.00 per$1,000 par value of bonds for any amount in excess of$5,000,000
With a minimum of$8000 per transaction.
In addition, for any negotiated sale where the Financial Advisor is requested to
prepare the disclosure statement,an additional$2,500 shall be paid to Financial Advisor.
(b) For any services requested to be performed by the Financial Advisor that are not directly
related to bond financing activities,the Financial Advisor shall be compensated for such services at the rate of
$125 per hour. Such services shall include, but not be limited to, bank and lease purchase financing and utility
acquisitions.
(c) In addition to the fees described in sub-paragraphs (a) and (b) above, the Financial Advisor
shall be reimbursed for out-of-pocket expenses incurred in connection with any financing, provided however,
that out-of-pocket expenses shall not include any costs for travel between the office of the Financial Advisor
and the offices of the Village.
13. It is expressly understood that the fees and expense reimbursement relating to bond financing activities
provided for under this Agreement shall be contingent upon the completion of any financing, and if for any
reason a financing is not completed, there shall be no fee or reimbursement for expenses owing to the
Financial Advisor.
14. The Financial Advisor shall not, during the term of this Agreement,transact any business with the Village
of Tequesta in which he has a financial interest, either direct or indirect.
15. The Financial Advisor shall not underwrite or make a market in any bonds heretofore or hereafter issued
by the Village of Tequesta.
16. It is expressly understood and agreed by and between the parties hereto that the Financial Advisor is
acting in the capacity of an independent contractor and is in no way to be considered an employee of the
Village and shall not be eligible for any insurance benefits,workmen's compensation coverage or participation
in the retirement plan,all of which are participated in by employees of the Village.
17. It is expressly understood that this Agreement is non-exclusive and if the Village determines, in its sole
discretion, that some other firm can provide greater expertise on any particular financing, the Village may
select some other firm to provide the services that the Financial Advisor would otherwise provide under the
terms of this Agreement.
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18. This Agreement shall be for a term of two (2) years beginning May 12, 1994, and after expiration of the
initial two-year term shall be automatically renewed annually thereafter unless terminated by the Village.
ATTEST: VILLAGE OF TEQUESTA
By. By:
illage Clerk Village Manager
APPROVED AS TO FORM:
Village Attorney
FLORIDA MUNICIPAL ADVISOR C.
By:
Clark D. Bennett
Vice President
APPROVED AS TO FORM
AND LEG S FICIEN Y
illage Attorney
3,.. ` ._
ADDENDUM TO
AGREEMENT FOR FINANCIAL ADVISORY SERVICES
BETWEEN VILLAGE OF TEQUESTA
AND
FLORIDA MUNICIPAL ADVISORS, INC.
Notwithstanding the terms set forth in the Agreement for
Financial Advisory Services ("Agreement") between the Village of
Tequesta and Florida Municipal Advisors, Inc. , the following terms
and conditions shall be incorporated in said Agreement and shall
take precedence and control in the event of any conflict between
the terms of this Addendum and any other terms in the Agreement.
Notwithstanding the terms of paragraph 17 of the Agreement,
the Village of Tequesta shall.have .the right to retain the services
of any other firm for purposes of providing assistance with respect
to any particular financing, and the Village of Tequesta shall have
sole and absolute discretion to select any other firm or firms for
any particular reasons including, but not limited to, greater
expertise on a particular financing, costs, etc.
Notwithstanding the provisions of paragraph 18 of the
Agreement, the Village of Tequesta shall have complete and absolute
discretion to terminate this Agreement, at any time, and for any
reason. To terminate this Agreement, the Village of Tequesta shall
be required to send a letter to Florida Municipal Advisors, Inc. at
9121 North Military Trail, Suite 200, Palm Beach Gardens, Florida
33410 indicating its decision to terminate the Agreement.
ATTEST;: VILLAGE OF TEQUESTA
By % By
llage Cler Village Manager
APPROVED AS TO FORM:
By:
V lage Attorney
WITNESS AS TO CONSULTANT: FLORIDA MUNICIPAL ADVISORS, INC.
By:
/"k'fJ.v s
(Print Name) (Print Name)
ADDENDUM TO AGREEMENT FOR
FINANCIAL ADVISORY SERVICES
BETWEEN VILLAGE OF TEQUESTA
AND FLORIDA MUNICIPAL ADVISORS, INC.
Page 2
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
•
BY:
County Attorney
sgh:dae/10394.148/addendum.1