HomeMy WebLinkAboutResolution 2023-226BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
REsoLUTtoN No. 2023' LLlo
A RESOLUTION ACKNOWLEDGING EXTENSION OF THE PROFESSIONAL SERVICES
AGREEMENT BETWEEN KITTITAS COUNTY TREASURER'S OFFICE AND PFM FINANCIAL
ADVISORS, PLLC
WHEREAS, Kittitas County Treasurer's Office (KCTO) has had
Services Agreement with PFM Financial Advisors, PLLC (PFM) since 201
serves as the financial advisor to assist the Treasurer's office in
implementing strategies to meet their short and long-term operations, fina
capitalfinancing needs, and to render assistance with respect to debt t
WHEREAS, PFM and KCTO wish to extend the existing p
and
ces
contract an additional two years in writing, as allowed for in the original contract
agreement, a copy of which is attached hereto; and
WHEREAS, the purpose of extending the agreement is to continue the agreement
from January 1,2024 to December 31 ,2025 and thereby retain the services of PFM as
financial advisor, for which a quarterly retainage fee of $1,000 is paid, as well as any
additional fees billed at a fixed rate for financing projects (e.9., bond issuance) and non-
transaction related hourly project fees; and
WHEREAS, changes to the contract term and compensation for services presented
in Amendment No. #4 extend the term from January 1,2024 to December 31,2025 and
amend Exhibit B - Compensation for Services;
NOW THEREFORE, BE lT RESOLVED AND lT lS HEREBY ORDERED, That the
Agreement between Kittitas County Treasurer's Office and PFM Financial Advisors, PLLC
is adopted.
ADOPTED this lqrh day of 2023
BOARD OF COUNTY COMMISSIONERS
KITTI OUNTY, WASHINGTON
RESOLUTION
Cha
ATTEST:
ffCler*of the Board- Julie Kjo
APPROVED AS TO FORM:
er Horner, Deputy Prosecuting AttorneyChristoph
rsvik
n Deputy Clerk of the Board- Mandy Buchholz
e
?*
RESOLUTION
KITTITAS COUNTY
PROFESSIONAL SERVICES AGREEMENT
AMENDMENT NO.4
The Professional Services Agreement entered into September 15, 2016 by and between the
Kittitas County (the "County") and PFM Financial Advisors LLC ('PFM') is amended as follows:
1. TERMS AND TERMINATION
A. Extend the Term in Section lV of the Agreement through December 31,2025 unless
sooner terminated according to the provisions therein.
2. EXHIBIT B COMPENSATION FOR SERVICES
A. ltem 1 Fixed Rate Transaction Fees (Competitive and Negotiated) is adjusted to
the following:
For financing up to $25 million: $35,000
For financing over $25 million: $35,000 plus $0.7s per $1,000 over $25 million
For financing over $75 million: $75,000 plus $0.45 per $1,000 over $75 million
For services related to a direct bank placement of debt, our fee would be 70% of
this schedule. For unusually complex financings, we may negotiate an increased
fee. Additionally, for any transaction not completed, PFM would be compensated
on an hourly basis, which will in no case exceed the transactional fee that would
have otherwise applied.
B. ltem 3 General Services Retainer is updated to include the following:
ln a calendar quarter in which a bond transaction closes, the quarterly retainer
installment will not be billed. As an example for the sake of clarity, if PFM is the
financial advisor for a long-term financing which closes in the month of March, PFM
will not bill the County for the quarterly retainer installment for the period January
through March of that year.
ALL OTHER TERMS AND CONDITIONS OF THE ORIGINAL CONTRACT REMAIN IN FULL
FORCE AND EFFECT.
lN WITNESS WHEREOF, the parties hereby execute this Amendment,
PFM LLC:KITTITAS GOUNTY:
t2127123 ?h-_
Thomas Toepfer
Name
Managing Director Treasurer
Title Tiile
PFM FINANCAL ADVISORS LLC
AGREEMENT FOR FINANCIAL ADYISORY SERVTCES
This agreement ( Agreement'J, made and entered into this t5*r"f S,op{e,*bef*
and befween Xittit", Count! ("Client'j and PFM Fhancial Advisors nC futo.i".F,f,ffi
'?EM'J sets forth the terms and conditions under which PFM shall provide services,
WHEREAS, Client is desirous of obtaining the services of a financial advisor to develop and
assist in implementing Client's strategies to meet its curent and long-term operations" financial
obligations, capital Enancing needs and render assistance in respect to debt transactions; and
WHEREAS, PFM is capable of providing the necessary financial advisory services.
NO!f, THEREFORE, in consideration of the above mentioned premises and intending to
be legally bound hetebn Client and PFM agree as follows:
I. SCOPE OF SERVICES
PFM shall provide, upon request of the Client, serqices related debt issuance, as applicable
and set forth in Exhibit A to this Agreement.
Cfient acknowledges and agrees that most tasks requested by Client will not reguire dl
services ptovided fot in Exhibit A end as such the speciEc scope ofsen'ices fior such task shall be
limited to iust those sen'ices required to complete the task. Any material changes in or additions to
the scope of serqices described in Exhibit A shall be ptompdy reflected in a written supplemeat or
arnendment to this Agreement. Sereices provided by PFM which are not speciEcally referenced in
the scope of services set forth in Exhibit A of this Agreement shall be completed as agreed in
writing in advance between the Client aad PFM. Upon request of Client, PFM or an af6liate of
PFM may €ree to additional serwices to be provided by PFM or an affi.liate of PFM, by a separate
agreement between the C[ent and PFM or its respective affiliete.
II. WORK SCHEDULE
The services of PFM are to conrmence as soon as practicable after the execution of this
Agpeement and a request by the Client fot such service.
III. REGISTERED MUNICIPALADVISO& REQUIRED DISCLOSURES
1. PFM is a registered municipal advisot'*'ith the Secwities and Exchange Commission
(the "SEC'J and the Municipd Secudties Rulemaking Board (&e "I{SRB'), pursuant to the
Securities Exchange Act of 1934 Rule 15B,a7-2. If Client has designated PFM as its independent
registered municipal advisor f'IRMA') for puposes of SEC Rule 158a1-1(dx3xvi) (the'TRMA
exemption'), then serrrices provided pwsuant to such designation shall be the services described in
E:rhibit A hereto, subiect to any limitations descdbed thereon. PFM shatl not be responsible for,
and shall be held harmless from and apinst any pafty irr connection with, veri$hg that PFM is
independent from any other party seelcing to rely on the IRMA exemption (as such independent
I
stafus is requfued pursu,lnt to the-IRN'IA exemption, as interpreted from time to time 6y the SEC).Client acknorvledges and agrees that any reference to PFIv{, its personn"l and its role as IRNfu\,i'cluding in the writtet represenration of clent requited 'ndeisEc R"l. i;t;l:iiJXtX.n)63j ,h"[
l1-s-ubiect-to prior approval by PF\{- Client furthei agrees not ,o ,.pr=."n, thar pFlv{ is client,sIRNIA with lesPect to any aspect of a municipal ,e.*ities issuance or municipal financial produ6,outside of the scope of sen'ices without pFlvi's prior wrinen consent.
?' I\'ISRB Rule G-42 requires tlrat rnunicipal advisors make wrimen disclosures ro irsclients of all material conflicts of intirest and certain Lgl o, disciplinary events. such disclosuresare pro\"ided in PFIV's Disclosute Staternenr delivered to Cli.rrt tog"th.i with &is Agreement.
IV. FINANCIALADVISORYCOMPENSATION
For the services provided under tiris Agteement, PFIvI's professional fees shali be paid asprovided in Exhjbit.B to this Agreement and Client shall poy.*i.nr., and fees for other senicesnot set foth in Exhibit A as provided belorv.
l. Reimbrirsable Expenses
In addition to fees for services, PFIVI will be reimbursed for necessary, reasonable, anddocumented out-of-pocket exPenses incurred, including ravel, meals, f"agr"g, telephone, mrit,
"rraother ordinary cosr and any acrual exrraordinar], cost fJr graphics, pdrtinj, dito p*".rri;g ^;lcomputer rime rvhich are incutred by PI;IvI. The Client.rilf L. r.sponsibl-e fo, "*p.nr", oirt*a-parttes providing separate services, including bond rating og"rrcies, bond counsel, of{iciai statementdisuibution, and fiscal agent or refunding ^f.nrr. upo",-r.iu.s, of clirnr, documentarion of suclrexpenses rvill be provided.
2. Other Sen'ices
Any services rvhich are not included in the scope of services ser forrh in Exhibir A of thisAgreement rvill be subjecr to separate, murually accept;ble fee stn:ctutes.
IV. TERMS AND TERMINATION
This Agreement shall.be effecrive upon execurion unti] December 31,2lfi (the .,Inirial
1:*. ] and may renerv for additional 2 1'ear penods (each a "Renewal Term,j and together roiih th.Initi*l rerm, the "Term'). This Ageement ;har remain in effect unless cnnceled in ir*ng b1. eitherparq' upon rhirqy (30) days rvritten norice ro the otlrer parry.
V. ASSIGNMENT
PFM shal.l 'ot assigr.r any interest in trris Agteemenr or subcontract anJ, of rhe rvorkperfotrned unde!{re Agteement rvitirout the prior-rwimen consent of the Client; provided that uponnotice to Client, PFIvI may a.ssign rhis Agreernent or anl,inrerests hereunder to a municipnt advisorenrity registered with the SEC that directlv or indirecdliconrrols, is conaolled by, or is u'dercommon control with, PFI\.{.
)
VI. INFORMATION TO BE FURNISHED TO PFM
All information, data, reports, and records ('Data") in the possession of dre Client or any
third parry necessary for carrying out any services ro be perfonned under this Agteement shall be
fumishecl to PFM and dre Client shall, and shall cause its agent(s) to, cooperate rvrth PFM in its
conduct of reasonable due diligence in performing the sen'ices, including rvith respect to dre facts
drat are necessary in its recommendation(s) to dre Client in connection with a rnunicipal securities
transaction or municipal financial product andf ot relevant to a Clent's determination whether to
proceed with a course of action. To the extent C[ent requests drat PFI{ provide advice with regard
to anv recommendarion made by a third parry, Client will provide to PFIT,I 'written dirscrion to do so
as rveli as any Data it has received from such tlrird party relating to its recommendarion. Clienr
acknorvledges and agrees drat rvhile PFlr{.is relying on the Data in connection rvith its provision of
the services under this Agreement, PFIvI makes no representation rvidr respect to and shnll not be
responsible for the accuracy or completeness of such Data.
YII. NOTICES
All notices given under this Agteement shall be in rwiting, sent by registered United States
rnail, with rerum teceipt requested, ad&essed to the party for rvhom it is intended, at dre designated
below. The parties designate the following as the respective places for giving notice, to-wit:
KITTITAS COUNTY
205 West 5s Avenue, Suite 102
Ellensburg, K/A 989?6
A ttentjon; Brett Wachsmitlr, Counrl' Treasurer
PFM FINANCIAL ADVISORS LLC
1200 Fifth Avenue, Suite 1220
Seatde, !(/A 98101
Attention: Susan lv{usselman, DLector
VIII. TITLE TRANSFER
All materiais, excepr ftrnctioning or dynamic financial models, ptepared by PFM pursuanr
exclusively to this Agrcement shall be the property of the Client. Subject to dre exception described
above, upon lermination of this Agreement, at Client's reasonable request no later than three 3 years
after dre terminadon of this Agreement PFIvI shall deliver to tJre Client copies of any and all material
permining to this Agreemenr.
IX. PFM'S REPRESENTATIVES
1. Assignrnent of Named Individuals
The professional employees of PFM set forth belorv rvill provide the serrrices set forth in this
Agreement; provided that PFM may, from rime to time, supplement or othenvise amend dre team
members set forth belorv.
3
r Susan lvfusselman, Director
r Duncan Brorvn, Senior lt{anaging Consul.tant
2. Chnnges in Staff Requested by the Client
The Client has the right to reguest, for any reason, PFIrf to replace any member of the
advisory team. Should dre Client make sucir a request, PFtvl shall prornptly suggest a substirute for
approval by the Client.
X. INSURANCE
PFM shall rnaintain insurance coverage widr policv ijmits not less than as stated in Exhibit C.
XI. LIMITATION OF LIABILITY
Except to the extent caused by ivillful misconduct, bnd faith, goss negligence or reckless
disregard of obligations or duties under this Agreement on d.!e part of PFNI or any of its associated
persons, neither PFM nor any of its associated persons shall have liabiliry to any person for any act
or omission in connection rvith performance of its services hereunder, or for any errot of judgment
or mistake of law, or for any loss arising out of any issuance of municipal secudties, any municipal
6nancial product or any other financiai product or investment, or for any lnancial or other damages
resulting from Client's elecrion to act or not to act, as tl:e case may be, conkary to or, absent
negligence on rhe Part of PF\{ or lny of its associated persons, upon any advice or recommendation
pror,'ided by PFIr{ to Clienr.
XII. INDEPENDENT CONTRACTOR; NO THIRD.PARTY BENEFICIARY
PFlvI, its employees, of8cers and representntives at all times shall be independeot contractors
and shall not be deemed to be emplol'ees, ngents, pfitners, servatlts and/or loint venturers of Client
by virnre of rh.is Agteement or any aclions or services rendered under rhis Agreement. Nothing in
this Agreement is intended or shall be construed to give any person, other than the Parries hereto,
their successots and permitted rssigns, any legal or equitable rights, remedy or clairn under or in
respect of dris r\greement or ant' p:ovisions conrrdned herein.
XIII. APPLICABLE LA\T/
This Agreement shall be construed, enforced, and administered according to the larvs of rhe
State of Washington, PFIvI and the Client agree that, should a disagreement arise as to the terrns or
etrforcement of anv pror-ision of this Agreement, each parry rvill in good faith attempt ro resolve
said disagteement prior to pursuing other acdon.
XTV. ENTIRE AGREEMENT; SEVERABILITY
This Agreement represents the endre agreement benveen Client and PfrNI and may not be
amended or modi8ed except in rwiting signed by both parties. The invalidi4 in rvhole or in parr of
any provision of this r\greement sl'rall nor void or affect the validity of any other pror.ision.
+
XV. EXECUTION;COUNTERPARTS
Each party to this Agreement reptesents and warrants that the person or persons signing this
Agreement on behdf of such patty is authorized and ernpowered to sigp and deliver this Agreement
for such perty. This Agreement may be signed in any nurnber of counterparG, each of which shall
be an original and dl of rvhich when taken together shdl constitute one and the same document,
IN WITNESS THEREOF, the Client and PFM have executed this Agreement as of the day
and year herein above rvritten.
Kittitas County
Brett
q z ol [e
LLC
Musselman, Director
o",",Tt4futb
5
EXHIBIT A
SCOPE OF SERYICES
1. Services Related to Debt Trausactions (Includes short term financings, notes, loans,
letters of credit, line of credit and bonds); provided that itthe transacrion is competitive, the services
of the financial tdvisor rvill be rnodified in advance in rwiting to reflecr that process. Upon the
request of the Client:
Anaiyze financial and economic factors to detennine if dre issuance of bonds is
appropriate.
Develop a financing plan in concerr with client's staff rvhich rvould inciude
recommendations as to the riming and number of series of bonds ro be issued.
Assist the client by recommending dre best rnethod of sale, eitlrer as a negoriated
saie, private placement or n competitir.e sale. In a competitive sale, make
recommendatiou as to dre determinatior: of the best bid. In the evenr of a negotiatecl
sale, assist in the solicit:rtion, revierv and evaluation of any investment banking
proposals, and provide adrnice and infomration necessxrJ' to aid in such selection.
-A,dvise as to the various financing alternatives avnilable to the Client.
Develop alternatives relnied to debt tansaction including evaluarion of revenues
available, mahtdry schedule and cnsir florv requiremenrs.
Evaluate benefits of bond insurance and,/or securirv insurance for debt reserse fund.
If appropriate, develop credit rating presentation and coordinate with tl're C[ent the
overall presentation to rating agencies.
Fot a negoriated sale, revierv undenwiter's proposals and submit a rwitten anaiysis of
same to the Client.
Assist the Client in the procutement of odrer sen'ices relating to debt issuance such
as prindng, pn]'lng agent, registru, etc.
Identi$' key bond covenant t-eahrres and adrise as ro the financial consequences of
prol'isions to be included in bond indenrures, resolutions or otter governing
documents regarding securirv, creation of resen'e funds, florv of funds, redemption
pror.'isions, additional pariq'debt tests! etc.; re.i'ierv and comrnent on successive
&afts of bond governing documenrs.
Revierv the requirements and submit nnalysis to bond insurers, rating agencies and
other professionals as they pertain to dre Client's obligation.
a
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6
a Revierv the terms, conditions and structure of any proposed debt offering
undertaken by the Client and provide suggestions, modifications and enhancements
rvhere appropriate and necessary to reflect the constraints or sutrent financral policy
and fiscal capability.
Coordinate rvith Client's staff and other advisors as respects the fumishrng of dara
for offering documents, it being specifically understood that PFIrI is not responsible
for the inclusion or ornission of any material in published offering documents.
As applicable, advise the Client on the condition of tire bond market ar dre time of
sale, including volume, timing considerations, competing offedngs, and general
economic considerations,
r\ssist and adr.ise the Clienr in negoriations rvith investrnent banking groups
regnrding fees, pricing of the bonds and final terms of any security offering, and
make recommendations regarding a proposed offering to obtain dre rnost favorable
Snancial terms based on existing market conditions.
Arrange for the closing of the transaction including, but not lirnired, to bond
printing, signing and final delivery of the bonds.
For an;' competitive sale of bonds or notes, prepare ofhcial nodce of saie,
recommend sale parameters, take steps necessar). to ensure broad market exposure
of the issue, through the use o[ newsrvire sen'ices and official statement distribution,
and perform additional steps necessary and customarl'for competiti.r'e bond sales.
Revierv (or upon request, prepue, for an additional fee set forth in Secrjon fV above)
Preliminarl' Official Strtements and final Official Statements prepared on behalf of
the Client for use in nrarketing any bonds and meeting regulatory requi-rements.
a
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2. Sen'ices related to the Financial Planning rnd Policy Development rvhich mar. be
subject to lrourly fees as set forth in E.xhibir B, Secrion 2, upon reguest of the Clienr:
Assist the Client in the formuiation of Financial and Debt Potcies and
Administrative Procedures.
Revierv cuffent debt stnrchrre, identifi'ing s&engths and rveaknesses of structure so
drat furure debt issues can be designed to maximize abilitl. to finance furure capital
needs. This rvill include, but not be limited to, reviewing existrng debt tbr the
possibiliry of refunding tlrat debt to pror"ide the Client rvith savings.
Analyze future debt cnpaciry to determine the Client's ability to raise future debt
capira!.
r\ssist the Client in dre development of the Client's Capital Improvenrent Progtam
by identifi'ing sources of capital funding.
a
7
a
I
a
a
Assist the Client'iltith the developmenr of rhe Client's financial planning efforts ancl
Ptocess by assessing capital needs, identi$'ing potential r.t unue ,or'rrces, analyze
financing alternaaives such as pay-as-you-go, lease/purchasing, short-term .,r.. lorrg-
terrn financings, assessments, user fees, impact fees, developer contributions,
public/pri*ate proiects, and gtants and provide analysis ofiach alternarive as
required as ro the budgetaq'and frnancial impa*,
|evierv the:eports of accountants, independent engineers and other project
feasibility coosultanrs ro ensure rhat such srudies adiquarely address technical,
economic, and financial risk factors affecting the rnarketability of any proposed
revenue debt issues; provide bond rnarket assumptions nec€ssary for financial
proiections included in these studies; attend ail relevant working sessions regarding
the preparations, revierv and corapletion of such independent .n dies; and fovide"vrritten comments and recommendations regarding assumptions, analytjc methods,
and conclusions contained therein.
Develop, manage and rnaintain compute! models for long-term capital planning
which pro'ide for inputs regarding ievels of ad valorem rrrd .,ott-"d valor.m
taxation, q:"th rates by opemring revenue and expenditute item, tj.ming, magnitude
and cost ofdebt issuance, and project operating and capital balances, seiected
operating and debt ratios and other financiaj performance measures as may be
determined by the Client.
Conduct srrategic modeling and planning and related consulting.
Attend meetings rvidr Client's sraff, consultants and othet professionals and the
Client.
undertake financial planning and policy development assignments mnde by the
client regarding financi'gs, and financial poticy including budget, tax, cash
management issues and related fscal policy and programs.
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As_sist rhe ctent in preparing financial presentations for public hearings aad/ or
referendums.
Provide special financial servjces as requested by the Clienr.
I
qXHIBIT B
CoMPENSATTON FOR SERVTCES
1. Fixed Rate Transaction Feee (Competitive and Negotiated)
The compensarion schedule for competitive and negotiated sales of long-term financings rvill be
billed at closing as follows:
For financing up to $20 millionr $1.50 per $1,000, widr a $20,000 minimum
For Snancing up to $75 million: $30,000 plus 90.75 per 91,000 over 920 million
Interim financing ot banh piacements may be subject to a teduced fee, based on the speciFc services
required.
Should a financing be commenced but not completed for any reAson, PFIvI s'ill be compensated for
services provided, based on dre hourly rates stated belorv, rvhich in no case rvill exceed 750/o of the
Financing Serrrices fee set forth above.
2, Hourly Proiect Feee (Non-T(ansaction Related)
In the er"ent the Client requests that PFM perform sigaificant special projecrs (capitai planning
creation of new financing progtams like the installment sale concept, etc.), fees rvill be negotiated in
advance of the project generalll' based upon the fcrllowing hourly rates for the indicated levels of
experience or their equivalents rvill apply. Additionally, in the event a financing is started, but
cancelled at the Ctent's request, accnred time rvill be billed as follorvs:
Experience Level
lvlanaging DirectorlDirector
Senior Managing Consultant
Senior Andyst
Analyst
Associate
Hourly Rate
$30s
$29s
Rt?(
$19s
$175
Fot each contract year following the initial contract term {eaclr, individually, a "Subsequent Contract
Year'), hourly rates may be increased by the rate of CPI-U, subject to the approval of dre Client.
3. Retainer
For general advice be[veen financirrgs, PF\{ shall receive an annual fee in the amount of $4,000
{"Retainer'), payable lr quattedy installments of $1,000. The Retainer shell be revierved and revised
upon mutual agreement.
o
Financial Instirution Bond:
Cyber Uability:
General Liabiliry:
Automobile Uabiliry:
Excess /Umbrella Uability:
Workers Compensarion & Employers Liabiliry
EXHIBIT C
INSURANCE
PFM Financial Advisors LLC ('"FNI') has a complete insurance program, inciuding properry,
casualrr,, comprehensive general liabfity, automobile liabilitl' and rvorkers .o-p.nro6r,. 'pFtvl
maintains professional liability and fideliry bond coverages wtrich total gZ5 rnillion and g10 million,
respectively. PFN,[ also carries a $2 million cyber liabiliry policy.
Our Professional Uability poliry is a "claims made" poliry and our General Liability policy claims
rvould be made by occuffence.
DeductibleslSlR:
Automobile $250 cornprehensive & 9500 collision
Cyber-Uability $50,000
Geneml Uability $0
Professionai Liabiliry F&O) $1,000,000
Financial Instirution Bond 975900
Insurance Company & AM Beat Rating
Professiona.l Liability @&O) :Endurance American Specialry Insurance; (A;X$
XL Specialty Insurance Company; (A:X!
Continental Casualry Company, (A:XV)
Statt Indemniry & Uabiliry Company; (A:XI$
Fedetal Insurance Company; (A+ +/Xg
lndian Harbor Insurance Company (A)
Great Northern Ins. Cornpany; (A++/Xq
Federal Insurance Company; (A++/Xq
Federal Insuunce Company; (A++Aill
Pacific Indemniry Company; (A++/XV)
r0
PROFESSIONAL SERVIVES AGREEMENT
AMENDMENTNO. l
The Professlonal Servlces Agreement entared into SeptembEr 15, 2016 by and between Kittitas
County, Waehlnglon (lhe "Countf) and PFM Flnancial Advisors LLC ("PFM') is amended as
follows:
1. PERIOD OF PERFORMANCE
A. Extend the Term ln Section lV of the Agreement through December 31, 2019
unlass sooner terminated according to the provisions therein.
ALL OTHER TEHMS AND CONDITIONS OF THE ORIGINAL CONTRACT REMAIN IN FULL
FORCE AND EFFECT.
lN WITNESS WHEREOF, lhe parties hereby execule this Amendment.
Susan Musselman Brett Wachsmith
Nrm€
Direclor County Treasurar
Tltle Tfie
/z /a/,t
Nania
KITTITAS COUNTY
PROFESSIONAL SERVIVES AGREEMENT
AMENDMENT NO.2
The Professional Services Agreement entered into September 15, 2016 by and between the
Kittitas County (the "County'') and PFM FinancialAdvisors LLC ('PFM") is amended as follows:
1. TERMS AND TERMINATION
A. Extend the Term in Section lV of the Agreement lhrough December 31,2021
unless sooner terminated according to the provisions therein.
2. NOTICES
A. Amend Section Vll as follows
KITTITAS COUNTY
205 West Sth Avenue, Suite 102
Ellensburg, WA 98926
Attention: Amy Cziske, County Treasurer
PFM FINANCIAL ADVISORS LLC
1200 Fifth Avenue, Suite '1220
Seattle, WA 98101
Attention: Managing Director
With a copy to:
PFM FINANCIAL ADVISORS LLC
650 Holladay Streei, Suite 1600
Portland, OR97232
Attention: Duncan Brown
ALL OTHER TERMS AND CONDITIONS OF THE ORIGINAL CONTRACT REMAIN IN FULL
FORCE AND EFFECT.
lN WITNESS WHEREOF, the parties hereby execute this Amendment
PFM:
!l ,/t7 /Ttu,tttlktuzlr* t tlzd iq
County:
Signalur€I Datez
Managing Director
, I $oruo n
L
Ttle
KITTITAS COUNTY
PROFESSIONAL SERVICES AGREEMENT
AMENDMENT NO.3
The Professional Services Agreement entered into September 15, 2016 by and between the
Kittitas County (the "County") and PFM Financial Advisors LLC ('PFM") is amended as follows:
1. TERMS AND TERMINATION
A. Extend the Term in Section lV of the Agreement through December 31,2023 unless
sooner terminated according to the provisions therein.
2. NOTICES
A. Amend Section Vll to modify PFM FinancialAdvisors LLC Seattle office address as
follows:
PFM FINANCIAL ADVISORS LLC
107 Spring Street
Seattle, WA 98104
Attention: Managing Director
3. EXHIBIT B
A. Amend Exhibit B Compensation for Services #1 Fixed Rate Transaction Fees
(Competitive and Negotiated) as follows:
For financing up to $20 million: $1.50 per $1,000, with a $25,000 minimum
For financing over $20 million: $30,000 plus $0.75 per 91,000 over $20 million
ALL OTHER TERMS AND CONDITIONS OF THE ORIGINAL CONTRACT REMAIN IN FULL
FORCE AND EFFECT.
lN WTNESS WHEREOF, the parties hereby execute this Amendment.
PFM FinancialAdvisors LLC: County:
Signature Date Signature Date
Name Name
Manaoinq Director
Title Title