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R26-105 RESOLUTION NO. R26-105 1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 2 BEACH, FLORIDA, APPROVING THE UMBRELLA AGREEMENT FOR 3 GOVERNMENT BANKING SERVICES BETWEEN THE CITY AND BANK OF 4 AMERICA, N.A., WAIVING THE CITY'S PROCUREMENT PROCEDURES 5 FOR THIS AGREEMENT; AND FOR ALL OTHER PURPOSES. 6 7 WHEREAS, the City of Boynton Beach has maintained a banking relationship with Bank of 8 America, N.A. ("Bank") since at least July 2009, when the City executed an Authorization and 9 Agreement for Treasury Services. The proposed Umbrella Agreement for Government Banking to Services formalizes the continuation and expansion of those services under a new five-year 11 contract; and 12 WHEREAS, the integrated Agreement consists of: (1) the Umbrella Agreement, (2) the 13 Global Transaction Services Terms and Conditions ("T&C"), and (3) Bank of America's Deposit 14 Agreement and Disclosures. In the event of a conflict, documents govern in that order of 15 precedence. Banking services are specialized, relationship-based financial services that are not 16 readily subject to traditional competitive procurement due to the nature of the services, the City's 17 existing infrastructure and account history with the Bank, and the potential disruption and cost 18 associated with transitioning banking platforms; and 19 WHEREAS, pursuant to the City of Boynton Beach Purchasing Policy Manual, the Waiver 20 of Procurement Procedures exemption may be approved by the City Commission by simple 21 majority vote when it is deemed in the City's best interest to obtain goods or services that cannot 22 be acquired through the normal purchasing process due to the nature of the goods or services, 23 time constraints, or other factors. Purchases authorized under the waiver shall be acquired with 24 such competition as is practicable and only after a good-faith review of available sources and 25 negotiation of price, delivery, and terms; and 26 WHEREAS, the City Commission, upon staff's recommendation, has deemed it in the best 27 interests of the City's citizens and residents to approve the Umbrella Agreement for Government 28 Banking Services between the City and Bank of America, N.A., and waive the procurement 29 procedures for these services due to time constraints and the need to maintain continuity of 30 banking operations. 31 RESOLUTION NO. R26-105 32 33 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 34 BEACH, FLORIDA, THAT: 35 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 36 being true and correct and are hereby made a specific part of this Resolution upon adoption. 37 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 38 determine that waiver of the City's procurement policy is in the City's best interest and necessary 39 for continued banking services, and does hereby waive the City's procurement procedures for this 40 Agreement. 41 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby 42 approve the Umbrella Agreement for Government Banking Services between the City and Bank of 43 America, N.A., utilizing a procurement waiver for these services (the "Agreement"), in form and 44 substance similar to that attached as Exhibit A. 45 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby 46 authorizes the Mayor and/or the City Manager to execute the Agreement. The Mayor and/or the 47 City Manager is further authorized to execute any ancillary documents required under the 48 Agreement or necessary to accomplish the purposes of the Agreement, including any term 49 extensions as provided in the Agreement, provided such documents do not modify the financial 50 terms or material terms. The City's Finance Director is authorized to execute any certifications, 51 applications, or other ancillary documents required by Bank of America to accomplish the purpose 52 of this Resolution. 53 SECTION 5. The City Clerk shall retain the fully executed Agreement as a public record 54 of the City. A copy of the fully executed Agreement shall be provided to Andrew Rozwadowski to 55 forward to Bank of America. 56 SECTION 6. This Resolution shall take effect in accordance with the law. 57 [SIGNATURES ON THE FOLLOWING PAGE] 58 RESOLUTION NO. R26-105 59 PASSED AND ADOPTED this k day of .vc,".•-, 2026. 60 CITY OF BOYNTON BEACH, FLORIDA 61 YES NO 62 Mayor— Rebecca Shelton ✓ 63 64 Vice-Mayor—Thomas Turkin ✓ 65 66 Commissioner—Angela Cruz ✓ 67 68 Commissioner— Mack McCray 69 70 Commissioner—Aimee Kelley 71 72 VOTE 5 0 73 ATTEST: 74 75 r C2./1,240-40/_ �v 76 Tammy Stanziooie, CMC R ecca Shelton 77 Interim City Clerk Mayor 78 79 OF•B� YNTp �► APPROVED AS TO FORM: •'GORr pPO4'9 •,'1 80 (Corporate Seal) ; � • .� s 81 LA � i L •82 `'uriPpiz47. • Y074 83 k •. 0 ••. Shawna G. Lamb 84 1``‘ADRIDA• City Attorney Umbrella Agreement for Government Banking Services This Umbrella Agreement for Government Banking Services(the"Agreement")is made and entered into as of the date of the last signature below("Effective Date"),by and between City of Boynton Beach(the"Client"or"City")and Bank of America,N.A.,a national banking association(the"Bank"). WHEREAS Bank and Client have entered into that certain Global Transaction Services Terms and Conditions and Acceptance of Services(together,the"T&C")(as may be amended from time to time)for the provision of various banking services("Services") by Bank to Client;and WHEREAS the parties wish to enter into this Agreement for the purpose of specifying the term,fees and constituent documents of the Agreement between Client and Bank regarding the Services. NOW,THEREFORE,in consideration of the foregoing,the mutual covenants contained herein and other good and valuable consideration,the parties agree as follows: 1. Integrated Agreement.The entire and integrated Agreement between Client and Bank related to the Services shall consist of this Agreement(including Exhibit A,Fee Schedule),T&C(including user documentation and set-up forms),and Bank's Deposit Agreement and Disclosures.In the event of a conflict among any of the preceding documents,such documents shall govern in the following order of precedence:(1)this Agreement,(2)T&C(including user documentation and set-up forms) and(3)Bank's Deposit Agreement and Disclosures.The integrated agreement supersedes all prior negotiations, representations,statements,and agreements,whether written or oral,regarding the Services. 2. Term.The term of this Agreement shall begin on July 1,2026,and expire on May 31,2031,unless earlier terminated or further extended as provided for in this Agreement. The term may be extended by written mutual consent of the parties,subject to the Client submitting in writing to Bank its intent to extend the Term no later than 60 days prior to May 31,2031.Bank in its sole discretion may terminate or continue providing the Services thereafter,however if the Client continues to utilize the Services without a renewal amendment or other agreement with the Bank first being signed,such Services shall be provided by the Bank in accordance with the then current version of the Global Transaction Services Terms and Conditions available on the Bank's Website until the parties agree in writing otherwise.This Agreement may be terminated for cause and convenience in accordance with the T&C. 3. Commencement of Performance.Except as otherwise agreed by the parties,Bank shall begin performing each Service upon execution and delivery of this Agreement,the pertinent service agreement(s),and the related set-up form(s). 4. Pricing for Services.Client will pay Bank for each Service it uses in accordance with Bank's schedule of charges applicable to Client,as may be in effect from time to time.The current schedule of charges is set forth in Exhibit A(Fee Schedule),which is incorporated into this Agreement by reference. The following pricing components shall apply to the Services covered by this Agreement: • Non-Interest-Bearing Balances:Managed rate of 1.05%. • Interest-Bearing Balances:Managed rate of 2.75%. In addition,Bank will provide Client with a loyalty credit in the aggregate amount of$30,000,which will be applied as follows:(a)$15,000 payable within ninety(90)days following execution of this Agreement;and(b)$15,000 payable within ninety(90)days following completion of the Comprehensive Payables implementation,as determined by Bank in its reasonable discretion. Pricing for any additional services,modifications,or optional features not expressly set forth in Exhibit A,whether requested by Client at the time of execution or during the term of this Agreement,will be subject to mutual agreement of the parties at the time such services are established and,where applicable,documented in an amendment,service schedule,or other applicable documentation. 5. Notices.Except as may otherwise be specified in the applicable service-level agreement(s)or set-up form(s),notices to Client and Bank shall be sent by U.S.mail,postage prepaid,to the addresses set forth below: City of Boynton Beach Bank:Bank of America NA Attention:Daniel Dugger,City Manager Attention:Glenna Thompson 100 East Ocean Ave 101 E.Kennedy Blvd. Boynton Beach,Florida 33435-3838 FL 1.400.05.07.Tampa,Florida 33602 00-35-3112NSBW 03-06-2006(11-03-2014) BOA Boyton Beach Banking Agr June 2 2026(002) Page 1 of 3 Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other ply. 6. Severability. Should any provision of this Agreement be deemed illegal or otherwise unenforceable, that provision shall be severed, and the remainder of this Agreement shall remain in full force and effect. The waiver of any right or election of any remedy in one instance,by either party, shall not affect any rights or remedies in another instance. A waiver shall be effective only if made in writing and signed by an authorized representative of each party. 7. Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing,and to bind and obligate such party with respect to all provisions contained in this Agreement. IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. CITY OF 1§OYNTON BEACH BANK OF AMERICA,N.A. (CL S LEGAL NAME) (BANK NAME)By: By. (Signature) (Signature) Name: Rtbccc Shclion Name: Glenna S. Thompson (Print or Type) (Print or Type) Title: Mqucte Title: Senior Vice President Date: L 1 16 x;021. Date: June 8. 2026 (Print or Type) (Print or Type) By: (Signature) Name: (Print or Type) Title: (Print or Type) CITY ATTO EY'S OFF 1fik4 Approved o��d� By: 00-35-3112NSBW 03-06-2006(11-03-2014) BOA Boylon Beach Banking Agr June 2 2026(002) Page 2 of 3 Exhibit A Fee Schedule for the City of Boynton Beach,FL Effective Date: 00-35-3112NSBW 03-06-2006(11-03-2014) BOA Boyton Beach Banking Agr June 2 2026(002) Page 3 of 3 BANK OF AMERICA ���� IMMO Paymode ® Schedule of Fees and Revenue Share "Bank of America"is the marketing name used by certain of the Global Banking and Global Markets businesses of Bank of America Corporation. Lending,other commercial banking activities,and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation,including Bank of America,N.A.,Member FDIC.©20266 Bank of America Corporation.All rights reserved.General Disclaimer for Bank of America 18774834 7989473 BANK OF AMERICA," I. General Product Fees and Charges Definitions: Collector-Fee Supplier:Supplier who enrolls in the Paymode Member Network as a Premium Member, accepting terms that a Network Use Fee of greater than 0.00%will apply to the dollar amount of payment they receive through the Network. Collector-Fee Transactions: Payments to Collector-Fee Suppliers. Non Collector-Fee Supplier:Supplier who enrolls in the Paymode Member Network as a Basic Member,accepting terms that a Network Use Fee of 0.00%will apply to the dollar amount of payment they receive through the Network. Non Collector-Fee Transactions: Payments to Non Collector-Fee Suppliers. Extended Network Transactions: Payments to suppliers outside of the Paymode Member Network who are paid through the Extended Network application of Paymode. Paymode(ACH) Paymode Supplier Activation Fee: One-time, upfront set-up charge. Applies only to new Non Collector-Fee Suppliers reported as available to be $30.00 per supplier;one time paid in activation report. Paymode Transaction Fee: Applies to any Non-Collector-Fee Transactions and Extended Network Transactions(if applicable). $0.50 per item Custom Development $150 per hour "Bank of America"is the marketing name used by certain of the Global Banking and Global Markets businesses of Bank of America Corporation. Lending,other commercial banking activities,and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation,including Bank of America,N.A.,Member FDIC.©20263 Bank of America Corporation.All rights reserved.General Disclaimer for Bank of America l 8774834'4,,89-7 BANK OF AMERICA 4"4" Paymode Plus(Check Print Services) Paymode Plus Monthly Fee: $100 per month Paymode Plus Print/Mail Service: Print, Mail, Envelope $0.75 per item Postage(pass through cost) Typically$0.45 per item Paymode Plus additional pages $0.12 per page Manual check pulls $18 per item Express mail handling $4.50 per item* 'Additional Express delivery fees will apply based on contracted rates for express delivery Paymode Invoice Automation(PO/Invoice Services) Paymode Invoice Automation Implementation Fee: $7,500 one-time fee Paymode Invoice Automation $1.20 per item Company must maintain an open and active Bank of America Demand Deposit Account(DDA)to utilize Paymode services. Paymode fees will be assessed via Account Analysis. Fees for DDA services used to fund the Paymode payments are not included within this pricing schedule. Consult with your Bank representative. "Bank of America"is the marketing name used by certain of the Global Banking and Global Markets businesses of Bank of America Corporation. Lending,other commercial banking activities,and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation,including Bank of America,N.A.,Member FDIC.©202.5S Bank of America Corporation.All rights reserved.General Disclaimer for Bank of America 18774834'90, 473 BANK OF AMERICA /` II. Schedule of Revenue Share DEFINITIONS: Calculation Period means, initially,the three(3) month period commencing on the first day of the month that the first live (non-test) Paymode Collector-Fee Transaction occurs, and thereafter, each subsequent three(3) month period. Standard Collector-Fee Transaction Volume means,for any Calculation Period,the total dollar amount of Collector-Fee Transactions made during the Calculation Period, less the total dollar amount of such returned transactions and any transactions where fees were not paid by the Collector. Non Standard Collector-Fee Transaction Volume means, certain transactions which, based on the Collector-Fee Supplier's transaction volume and/or scope of relationships with Paymode in-network Payers,would be eligible for non-standard pricing at lower Network Usage Fee rates, as determined by Paymode. Excluded Transaction Volume means transactions to a Collector-Fee Supplier that incur a Network Use Fee of less than 0.3%,which will not be considered part of Standard Collector-Fee Transaction Volume or Non Standard Collector-Fee Transaction Volume. Payment Rate means the multiplier corresponding to the Standard Collector-Fee Transaction Volume as set forth in the Standard Collector-Fee Transactions Rate Table below. REVENUE SHARE PAYMENT CONDITIONS: During the Calculation Period, the program must meet all of the following conditions in order to qualify for a revenue share: (i) Company pays Bank of America the total amount of all transactions request(s); (ii) The Company has not breached any obligation,covenant, representation or warranty contained in the Agreement; (iii) During the Calculation Period, Standard Collector-Fee Transaction Volume meets the volume requirements as set out in the Standard Collector-Fee Transactions Rate Table; and (iv) The Agreement has not been terminated by either party prior to the completion of a Calculation Period. REVENUE SHARE PAYMENT RATE CALCULATION AND PAYMENT: In the event that all of the above Revenue Share Payment Conditions are met with respect to the Calculation Period, Bank of America will pay a revenue share to Company, which shall be calculated at the end of the Calculation Period in accordance with the Standard Collector-Fee Transactions Rate Table and the Non Standard Collector-Fee Transaction Volume using the following equation: "Bank of America"is the marketing name used by certain of the Global Banking and Global Markets businesses of Bank of America Corporation. Lending,other commercial banking activities,and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation,including Bank of America,N.A.,Member FDIC.©202E6S Bank of America Corporation.All rights reserved.General Disclaimer for Bank of America 18774834 7989473 BANK OF AMERICA ���,/ (Standard Collector-Fee Transaction Volume x Payment Rate)+(Non Standard Collector-Fee Transaction Volume x 15 basis points(0.15%or 0.0015)) STANDARD COLLECTOR-FEE TRANSACTIONS RATE TABLE City of Boynton Beach Standard Collector-Fee Transaction Payment Rate(BPS) Volume [3-MONTH CALCULATION PERIOD] $1,000,000 $1,999,999 15 $2,000,000 $4,999,999 20 $5,000,000 $14,999,999 25 $15,000,000 + 30 No revenue share will be paid on Excluded Transaction Volume. If Company does not meet the minimum tier($1,000,000)for Standard Collector-Fee Transaction Volume during the Calculation Period,Company must have at least$100,000 of Non Standard Collector-Fee Transaction Volume during the Calculation Period to receive a revenue share on Non Standard Collector-Fee Transaction Volume. Payment of any revenue share will be made by ACH credit or other means determined by Bank of America,within sixty(60)days following the end of the Calculation Period. Should one or more of the above Revenue Share Payment Conditions not be met, Bank of America will be under no obligation to make any payment under the program,although Bank of America may,in its sole discretion, pay a revenue share in an amount determined by Bank of America. Bank of America's payment in such circumstance will in no way obligate Bank of America to make payment with respect to any subsequent Calculation Period. In the event of any over-payment of revenue share, Bank of America reserves the right to deduct the overage from future revenue share or recoup such overage from Company's other accounts if no future revenue share is due. Notwithstanding anything to the contrary in the Agreement or this Schedule of Fees and Revenue Share,all fees and revenue share are subject to change upon 30 days prior written notice to you by Bank of America. "Bank of America"is the marketing name used by certain of the Global Banking and Global Markets businesses of Bank of America Corporation. Lending,other commercial banking activities,and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation,including Bank of America,N.A.,Member FDIC.©20265 Bank of America Corporation.All rights reserved.General Disclaimer for Bank of America 18774834 7989473 BANK OF AMERICA 47,0 Ill. Pricing Disclosure PAYMODE ACH AND PAYMODE PLUS A. Additional fees may apply for multiple payment file formats,funding accounts or multiple check layouts along with additional payment types or vendor enrollment campaigns above 5,000 targeted vendors. Additional fees could vary based on the request, but would be discussed and agreed upon between Company and Bank before being billed. B. Paymode Plus, Invoice Automation, and/or Extended Network Payments services only available when combined with Paymode ACH. C. Pricing is exclusive of any additional treasury services banking fees that might apply. D. All fees for Paymode services are billed through account analysis.An analyzed checking account is required. "Bank of America"is the marketing name used by certain of the Global Banking and Global Markets businesses of Bank of America Corporation. Lending,other commercial banking activities,and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation,including Bank of America,N.A.,Member FDIC.©20268 Bank of America Corporation.All rights reserved.General Disclaimer for Bank of America I 8774834 7989 473 BANK OF AMERICA ���� By signature of an authorized representative(s),you agree to the terms and conditions of this Schedule of Fees and Revenue Share presented herein. This form must be signed in ink by an authorized representative(s)and submitted with the original signature to your Bank of America representative. City of Boynton Beach [COMPANY NAME] By: 1/ V (Signature) Name: Nth...c.c.q Sl.c14o'n (Print or Type) Title: M.askoi- (Print or Type) Date: LI 1 te I ao xl. End of Paymode•Schedule of Fees and Revenue Share "Bank of America"is the marketing name used by certain of the Global Banking and Global Markets businesses of Bank of America Corporation. Lending,other commercial banking activities,and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation,including Bank of America,N.A.,Member FDIC.®2026S Bank of America Corporation.All rights reserved.General Disclaimer for Bank of America 18774834 7989473