2017-21 Financial Adv Serv-Bond Counsel Serv Amndnts RE Clubhouse Financing (2)
RESOLUTION 2017-21
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING AN AMENDMENT TO AN
ENGAGEMENT LETTER FOR FINANCIAL ADVISORY SERVICES WITH
PFM FINANCIAL SERVICES, LLC AND AN AMENDMENT TO A CONTRACT
FOR BOND COUNSEL SERVICES WITH GREENSPOON MARDER, P.A.
RELATING TO THE FINANCING OF THE NEW COUNTRY CLUB
CLUBHOUSE TO MODIFY THE SCOPE OF SERVICES AND INCREASE
THE AMOUNT OF COMPENSATION; AUTHORIZING THE MAYOR AND
VILLAGE COUNCIL TO EXECUTE THE AMENDMENTS ON BEHALF OF
THE VILLAGE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village executed an Engagement Letter for Financial Advisory Services with
PFM Financial Advisors, LLC (“PFM”) to solicit and evaluate proposals for the financing of the
new Country Club Clubhouse and to assist in closing the transaction at a total cost of $9,000.00
(with up to an additional $1,000.00 in reimbursable expenses); and
WHEREAS, the Village executed a Contract for Bond Counsel Services with Greenspoon Marder, P.A.
to ensure the financing transaction complied with all applicable laws and regulations and to draft
the necessary loan documents at a total cost of $14,500.00; and
WHEREAS, the Engagement Letter with PFM and the Contract with Greenspoon Marder both
contemplated a single, tax-exempt loan; and
WHEREAS, due to the nature of the Village’s Agreement for Restaurant and Banquet
Operations at the new Country Club clubhouse, the transaction must be accomplished through
two loans, one taxable and one tax-exempt, and both PFM and Greenspoon Marder have requested
an increase in the agreed upon compensation due to the additional services provided; and
WHEREAS, the Village Council determines that the approval of an Amendment to the
Engagement Letter with PFM Financial Advisors, LLC and an Amendment to the Contract with
Greenspoon Marder, P.A. is in the best interests of the residents and citizens of the Village of
North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves an Amendment to the Engagement Letter
for Financial Advisory Services with PFM Financial Services, LLC to modify the scope of
services and increase the amount of compensation by $4,500 (from $9,000.00 to $13,500.00) and
an Amendment to the Contract for Bond Counsel Services with Greenspoon Marder, P.A. to
modify the scope of services and increase the amount of compensation by $5,000.00
(from $14,500.00 to $19,500.00), for a total increase of $9,500.00, with funds expended from
Account No. A5540-33190 (Reserve Expense – Professional Services). The Village Council
further authorizes the Mayor and Village Clerk to execute the Amendments on behalf of the Village.
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Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 4. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 91H DAY OF MARCH, 2017.
(Village Seal)
ATTEST: _
VILLAGE CLERK
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AR?
VICE MAYOR
AMENDMENT TO ENGAGEMENT LETTER FOR
FINANCIAL ADVISORY SERVICES
This Amendment to Engagement Letter for Financial Advisory Services ( "Amendment "),
is made as of the �4 day of March, 2017 by and between the VILLAGE OF NORTH PALM
BEACH, 501 U.S. Highway One, North Palm Beach, FL 33408, a Florida municipal corporation
( "Village "), and PFM FINANCIAL ADVISORS, LLC, 255 Alhambra Circle, Suite 404, Coral
Gables, FL 33134, a foreign limited liability company ( "PFM ").
RECITALS
WHEREAS, on October. 31, 2016, the Village and PFM executed an Engagement Letter
for Financial Advisory Services ( "Engagement Letter ") to assist the Village in developing a
financing plan and obtaining and assisting in the closing of a bank loan to finance the new North
Palm Beach Country Club clubhouse; and
WHEREAS, based on the conclusions of its Bond Counsel, the Village was required to
acquire two loans, one taxable and one tax - exempt, thereby substantially increasing the scope of
the services performed by PFM on behalf of the Village; and
WHEREAS, based on this change in the scope of services, the Village and PFM have
agreed to a reasonable increase in the compensation payable to PFM under the terms and
conditions of the Engagement Letter.
NOW THEREFORE, in consideration of the mutual promises set forth in the
Engagement Letter and this Amendment, the receipt and sufficiency of which are hereby
acknowledged, the Village and PFM agree as follows:
1. The foregoing recitals set forth above are ratified as true and correct and are frilly
incorporated herein by reference.
2. The scope of services set forth in the Engagement Letter is hereby amended to
include assisting in the acquisition and closing of two bank loans, one tax - exempt and one
taxable.
3. The fee charged by PFM set forth in the Engagement Letter is hereby increased to
$13,500.00 plus approved out of pocket expenses at cost. In no event shall the fee exceed
$14,500.00, inclusive of any expense reimbursements.
4. All other provisions of the Engagement Letter, to the extent not expressly
modified in this Amendment, shall remain in full force and effect.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties have made and executed this Amendment as of the
day and year first written above.
VILLAGE OF NORTH P ALM BEACH
By:
David -B—. N i%JV4flse1-
�.�o� /.mss h� ��•
[SEAL]
Attest:
By:
Melissa Teal, Village Clerk
Approved as to Form and Legal Sufficiency
By:
Village Attorney
2
PFM FINANCIAL ADVISORS, LLC
By:
Sergio Masvidal M ana Bing Director
AMENDMENT TO CONTRACT FOR
BOND COUNSEL SERVICES
This Amendment to Contract for Bond Counsel Services ( "Amendment "), is made as of
the ?VA day of March, 2017 by and between the VILLAGE OF NORTH PALM BEACH, 501
U.S. Highway One, North Palm Beach, FL 33408, a Florida municipal corporation ( "Issuer "),
and GREENSPOON MARDER, P.A., CityPlace Tower, Suite 900, 525 Okeechobee Boulevard,
West Palm Beach, FL 33401 ( "Firm "), whose Federal I.D. No. is 59- 2402121.
RECITALS
WHEREAS, on January 26, 2017, the Issuer and Firm entered into a Contract for Bond
Counsel Services ( "Contract ") for the private placement of a loan to finance the new North Palm
Beach Country Club clubhouse based on pricing established in existing Contract for Bond and
Disclosure Services between Firm and the City of Riviera Beach; and
WHEREAS, upon commencement of Firm's services, Firm advised the Issuer that due to
the nature of the Village's existing agreement for restaurant and banquet operations at the new
Country Club clubhouse, the Issuer would need to acquire two loans, one taxable and one tax -
exempt; and
WHEREAS, based on this change in the scope of services, Firm and Issuer have agreed
to a reasonable increase in the compensation payable to Firm under the terms and conditions of
the Contract.
NOW THEREFORE, in consideration of the mutual promises set forth in the Contract
and this Amendment, the receipt and sufficiency of which are hereby acknowledged, the Issuer
and the Firm agree as follows:
1. The foregoing recitals set forth above are ratified as true and correct and are fully
incorporated herein by reference.
2. Section 3 of the Contract ( "Scope of Representation as Bond Counsel ") is hereby
amended to provide that Firm shall act as bond counsel to the Issuer for two privately placed
loans (one tax - exempt and one taxable) for the financing of the new clubhouse at the North Palm
Beach Country Club.
3. Section 4.A of the Contract ( "Fees for Services ") is hereby amended to provide
that the Firm's fee for the issuance of revenue bond for the private placement of two loans (one
tax - exempt and one taxable) shall be Nineteen Thousand Five Hundred Dollars and No Cents
($19,500.00).
4. All other provisions of the Contract, to the extent not expressly modified in this
Amendment, shall remain in full force and effect.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties have made and executed this Amendment as of the
day and year first written above.
VILLAGE OF NORTH PALM BEACH
By: (A �� S�
UlhZl� TAT._,...'
[SEAL]
Attest:
By:
Melissa Teal, Village Clerk
Approved as to Form and Legal Sufficiency
By:
Village Attorney
2
GREENSPOON MARDER, P.A.
By: o r-�✓
Name: 111arws -ae A/ 2t el
Title: Shareholder