Loading...
R11-1041 RESOLUTION NO. Rl l- Jp y K 3 A RESOLUTION OF THE CITY COMMISSION OF THE 4 CITY OF BOYNTON BEACH, FLORIDA, APPROVING 5 AND AUTHORIZING THE INTERIM CITY MANAGER 6 AND CITY CLERK TO EXECUTE AN AGREEMENT 7 FOR BANKING SERVICES BETWEEN THE CITY OF 8 BOYNTON BEACH AND BANK OF AMERICA, N.A.; 9 AND PROVIDING AN EFFECTIVE DATE. 10 11 WHEREAS, the City of Boynton Beach's banking services are currently with Bank of 12 America as approved by the City Commission via Resolution 09 -011 and which agreement is 13 due to expire September 30, 2011; and 14 WHEREAS, due to the uncertainties in the banking world city staff is recommending 15 that the City of Boynton Beach's banking services remain with Bank of America at an 16 amended and reduced rate of fees; and 17 WHEREAS, the City Commission of the City of Boynton Beach, hereby deems it to 18 be in the best interests of the citizens and residents of the City of Boynton Beach, to approve 19 and authorize the Interim City Manager to execute a Banking Services Agreement with Bank 20 of America for the City's banking services for the period of October 1, 2011 through 21 September 30, 2013. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 23 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 25 being true and correct and are hereby made a specific part of this Resolution upon adoption 26 hereof. 27 Section 2. The City Commission of the City of Boynton Beach, hereby approves 28 and authorizes the Interim City Manager to execute a Banking Services Agreement with Bank SACA \RESO\Agreements \Reso - BoA Services Agmt.doc 1 of America for the City's banking services for the period of October 1, 2011 through 2 September 30, 2013, a copy of which is attached hereto as Exhibit "A ". 3 Section 3. This Resolution shall become effective immediately upon passage. 4 5 PASSED AND ADOPTED this �O` day of September, 2011. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 ATTEST: 24 25 + 26 �I� &ty M. Prainito, MMC 27 'Cle rk 28 29 ' 30 ( at 31 _. .,.. CITY QF BOYNTON BEACH, FLORIDA Mayor— J rig z f _� or — William Orlove Co si er — Woodrow Commiss nep` St en Ho Commissioner — Marlene Ross SACA \RESO\Agreements \Reso - BoA Services Agmt.doc CITY OF BOYNTON BEACH R i l _' O , 4 AGREEMENT FOR BANKING SERVICES THIS AGREEMENT, made and entered into this 20 day of September, 2011, by and between the City of Boynton Beach, a municipal corporation organized and existing under the laws of the State of Florida, hereinafter referred to as "City ", and Bank of America, N.A., a State chartered banking institution, herein referred to as "Bank ". WITNESSETH: WHEREAS, the City is desirous of extending its current Agreement with the Bank entered into on February 3, 2004 to provide the City's banking services; and WHEREAS, the City and the Bank renegotiated and lowered certain fees charged by the Bank to provide such banking services; WHEREAS, the Bank is providing a two month analysis credit for two consecutive months (October and November 2011) to extend the current Agreement through September 30, 2013. NOW THEREFORE, in consideration of the premises and of the mutual covenants and promises herein contained, the parties hereto agree as follows: TIME FOR PERFORMANCE: The performance of the Agreement shall commence October 1, 2011 and shall remain in effect through September 30, 2013. Any proposed changes by the Bank relating to the extension will be provided to the City 90 days prior to the contract expiration date. SCOPE OF SERVICES: The Bank agrees to provide the services specified, with qualified personnel, and at the costs specified in its proposal to the City dated October 30 2003, (except those renegotiated and attached as Exhibit "A ") incorporated by reference herein and made a part hereof as fully as if herein set forth. The Bank hereby acknowledges submitting renegotiated prices attached as Exhibit "A" and said proposal in response to the City's Request for Proposal for Banking Services. Said Request for Proposal for Banking Services being incorporated by reference herein and made a part hereof as fully as if herein set forth. 3. PAYMENT FOR SERVICES: The City agrees to provide payment to the Bank under the following payment arrangement: Payment will be made by a "specific charges for service" method. The Bank shall submit monthly invoices for all services rendered for the preceding month. A two month analysis credit will be issued for the months of October and November, 2011. Such invoices shall be accompanied by an Account Analysis for each account and a summary Account Analysis for all accounts combined which will itemize all charges. The analysis shall contain, at a minimum, average daily ledger balance, less float and reserve requirements to arrive at a net collected balance. Following the City's opportunity to review the monthly account analysis, and reconcile any discrepancies, a check will be issued to the Bank for the approved charges, less any contested charges. There shall be no automatic debiting of the City's accounts for service charges. 4. IMPLEMENTING SPECIAL PROVISIONS OF AGREEMENT: Representatives of the parties are hereby authorized to meet and draft any detailed plans and procedures of operation necessary to effectively extend this Agreement. Such plans and procedures of operation shall become effective upon acceptance by the Finance Director, E. Barrett Atwood, Sr., and the Bank. Said plans and procedures of operation shall be subject to change upon mutual agreement and consent of the parties, which Agreement and consent shall not be unreasonably withheld or denied. INDEMNIFICATION: The Bank shall indemnify, defend and hold harmless the City, it officers, elected officials, agents and employees, from and against any and all claims, actions, losses (including economic losses), or liability, or any portion thereof, including attorneys fees and costs, arising from any actual or alleged a) injury, sickness, disease, or death to person, the employees, Page 1 of 4 CITY OF BOYNTON BEACH AGREEMENT FOR BANKING SERVICES or damage or injury to property occasioned by a negligent act, omission or failure of the Bank; b) violation of law, statute, ordinance, governmental administration order, rule, regulation, of infringement of patent rights by the Bank in the performance of the Scope of Services; or c) liens, claims or actions make by the Bank or its agents, subsidiaries or other party performing the work. The indemnification obligations herein shall not be limited by any limitation of the amount, type of damages, compensation, or benefits payable by or for the Bank under workers' compensation acts, disability benefit acts, other employee benefit acts or any statutory bar. Any cost of expenses, including attorney's fees, incurred by the City to enforce this Agreement shall be borne by the Bank. With regard to any financial loss which may be suffered by the City as a result of or due to intentional or negligent acts of commission or omission by the Bank, the Bank hereby agrees to reimburse and hold harmless the City for such loss. 6. INSURANCE: The Bank shall secure and maintain in force throughout the duration of this all required insurance as set forth in the Bank's Response to Request for Proposal for Banking Services being incorporated by reference herein. Each insurance policy shall name the City of Boynton Beach as an additional named insured and the insurance provider shall endeavor to notify the City prior to cancellation of said policy upon thirty (30) days prior written notice to the City. Certificates of coverage as required by this section shall be delivered to the City within fifteen (15) days of execution of this Agreement. 7. CONVENANT AGAINST CONTINGENT FEES: The Bank warrants that they have not employed or retained any company or person, other than a bonafide employee working solely of the Bank, to solicit or secure this Agreement, and that the Bank has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Bank, a fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making this Agreement. For breech or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 8. DISCRIMINATION PROHIBITED: The Bank, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials and supplies. 9. ASSIGNMENT: The Bank shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 10. NON - WAIVER: Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 11. TERMINATION: The City reserves the right to terminate this Agreement at any time by giving 30 (thirty) days written notice to the Bank. 12. DISPUTES: Any dispute out of the terms or conditions of this Agreement shall be adjudicated within the courts of Florida. Further, this Agreement shall be construed under Florida Law. Any and all legal action necessary to enforce the Agreement will be held in Palm Beach County, Florida. Page 2 of 4 CITY OF BOYNTON BEACH AGREEMENT FOR BANKING SERVICES 13. NOTICES: Notices to the City of Boynton Beach shall be sent to the following address: CITY OF BOYNTON BEACH 100 EAST BOYNTON BEACH BLVD. BOYNTON BEACH, FLORIDA 33435 -3838 ATTN: E. BARRETT ATWOOD, SR., DIRECTOR OF FINANCE Notices to THE Bank shall be sent to the following address: BANK OF AMERICA, N.A. 625 NORTH FLAGLER DRIVE, 10TH FLOOR WEST PALM BEACH, FLORIDA 33401 -4025 ATTN: SEAN SILVERBUSH, VICE PRESIDENT Changes in the respective addresses to which such notice may be directed may be made from time to time by any party by written notice to the other party. Facsimile is acceptable notice effective when received; however facsimiles received (i.e., printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next business day. The original of the notice must also be mailed as required herein. 14. INTEGRATED AGREEMENT: This Agreement, together with the Umbrella Agreement, (2) Bank's Treasury Terms and Conditions booklet (including user documentation and set -up forms) negotiated by the parties and executed by the City on December 31, 2002; (3) the Bid Response dated October 30, 2004 and (4) the RFP, represents the entire and integrated agreement between the City and the Bank and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both the City and the Bank. 15. SEVERABILITY: The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 16. This integrated Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and any representatives or statements heretofore made with respect to such subject matter, whether verbal or written, are merged herein. 17. This Agreement shall be construed in accordance with the laws of the State of Florida and any remedies of the parties pertaining thereto shall likewise be governed by said laws. Page 3 of 4 CITY OF BOYNTON BEACH AGREEMENT FOR BANKING SERVICES IN WITNESS WHEREOF, the parties hereto, by and through their duly authorized officials, have executed this Agreement as of the day and year first above written DATED this 20th of September, 2011 CITY OF BOYNTON BEACH BANK OF AMERICA, N.A / • City Manager Date Au orized Representative Date _ ///// City Attorney ate 14. /9' ,a / -7 - 1 1 Ierk Date (Corporate Seal) Dtoo • V I Page 4 of 4 R t►- ioy Umbrella Agreement for Government Banking Services This Agreement for Government Banking Services (the "Agreement ") is made as of this 20 day of September, 2011, between the City of Boynton Beach (the "Client ") and Bank of America, N A , a national banking association WHEREAS, Client has requested the amendment to the agreement for providing banking services (the "Services ") WHEREAS, the parties wish to enter into this Agreement for the purpose of specifying the term and constituent documents of the agreement between Client and Bank regarding the Services; NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the parties hereby agree as follows: 1. Integrated Agreement The entire and integrated agreement between Client and Bank related to the Services shall consist of this Agreement, Bank's Treasury Terms and Conditions booklet (including user documentation and set -up forms), Bank's Bid Response and Clients RFP as modified by the Bid Response In the event of conflict among any of the preceding documents, such documents shall govern in the following order of precedence: (1) this Agreement, (2) Bank's Treasury Terms and Conditions booklet (including user documentation and set -up forms) negotiated by the parties and executed by the City on December 31, 2002; (3) the Boynton Beach Agreement for Banking Services dated September 20, 2011 (3) the Bid Response dated October 30, 2004 and (4) the RFP. The integrated agreement supersedes all prior negotiations, representations, statements and agreements, whether written or oral, regarding the Services. 2. Commencement of Performance. Except as otherwise agreed by the parties, Bank shall begin performing each Service upon execution and delivery of this Agreement and the related set -up forms. Bank shall continue to perform such Services dunng the term of this Agreement 3. Term This Agreement is for a renewal term of two (2) years The Agreement may be extended by mutual consent of the parties as set forth in the RFP. 4 Notices. Except as may otherwise be specified in the applicable service -level agreement or set -up form, notices to Client and Bank shall be sent to the addresses set forth below: Client City of Boynton Beach 100 East Boynton Beach Blvd Boynton Beach. Florida 33435 -3838 Attention E. Barrett Atwood, Sr.. Director of Finance Bank Sean Silverbush 625 N. Flaoler Drive Mail Code: FL5-441 -10 -06 WEST PALM BEACH FL 33401 -4025 Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party. In witness whereof, the parties have executed this Agreement as of the date first written above City of Boynton Beach, Florida Bank of America, N.A. (CLIENT'S LEGAL NAME) ANK NAME) By By' (Signature) (Signature) Name Name 4 4 1 t //VW (Print or Type) (Pnnt or Type) Title Title r' (Print or Type) (Print or Type) By By (Signature) (Signature) Name: Name (Print or . -) (Pnnt or Type) Title. Title ype) (Pnnt or Type) APPROVED AS yAir ffer O V ATTORNEY 00- 35- 3112NSBW 03 -06 -2006 Page 1 of 1 CITY OF BOYNTON BEACH AGREEMENT FOR BANKING SERVICES IN WITNESS WHEREOF, the parties hereto, by and through their duly authorized officials, have executed this Agreement as of the day and year first above written. DATED this 20th of September, 2011 CITY OF BOYNTON BEACH City Manager Date BANK OF AMERICA, N.A. Authorized Representative City Attorney Date City Clerk Date (Corporate Seal) Page 4 of 4 Date R l- 10q Umbrella Agreement for Government Banking Services This Agreement for Government Banking Services (the "Agreement ") is made as of this 20 day of September, 2011 between the City of Boynton Beach (the "Client ") and Bank of America, N.A., a national banking association. WHEREAS, Client has requested the amendment to the agreement for providing banking services (the "Services "): WHEREAS, the parties wish to enter into this Agreement for the purpose of specifying the term and constituent documents of the agreement between Client and Bank regarding the Services, NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the parties hereby agree as follows: Integrated Agreement. The entire and integrated agreement between Client and Bank related to the Services shall consist of this Agreement, Bank's Treasury Terms and Conditions booklet (including user documentation and set -up forms), Bank's Bid Response and Client's RFP as modified by the Bid Response. In the event of conflict among any of the preceding documents, such documents shall govern in the following order of precedence: (1) this Agreement, (2) Bank's Treasury Terms and Conditions booklet (including user documentation and set -up forms) negotiated by the parties and executed by the City on December 31, 2002; (3) the Boynton Beach Agreement for Banking Services dated September 20, 2011 (3) the Bid Response dated October 30, 2004 and (4) the RFP. The integrated agreement supersedes all prior negotiations, representations, statements and agreements, whether written or oral, regarding the Services. 2. Commencement of Performance. Except as otherwise agreed by the parties, Bank shall begin performing each Service upon execution and delivery of this Agreement and the related set -up forms. Bank shall continue to perform such Services during the term of this Agreement. 3. Term This Agreement is for a renewal term of two (2) years. The Agreement may be extended by mutual consent of the parties as set forth in the RFP. 4. Notices Except as may otherwise be specified in the applicable service -level agreement or set -up form, notices to Client and Bank shall be sent to the addresses set forth below: Client: City of Boynton Beach 100 East Boynton Beach Blvd Boynton Beach. Florida 33435 -3838 Attention E. Barrett Atwood, Sr., Director of Finance Bank: Sean Silverbush 625 N. Flaaler Drive Mail Code: FL5- 441 -10 -06 WEST PALM BEACH FL 33401 -4025 Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party, In witness whereof, the parties have executed this Agreement as of the date first written above. City of Boynton Beach, Florida (CLIENT'S LEGAL NAME) By: Name: Title: By: Name. Title: (Signature) (Print or Type) (Print or Type) (Signature) (Print or Type) (Print or Type) 00-' 35-3112 03 -06 -2006 Bank of America, N.A. By: Name: Title: By: Name: Title: Page 1 of 1 (BANK NAME) (Signature) (Print or Type) (Print or Type) (Signature) (Print or Type) (Print or Type) The City of Boynton Beach City Clerk's Office 100 E BOYNTON BEACH BLVD BOYNTON BEACH FL 33435 (561) 742-6060 FAX: (561) 742-6090 e-mail: prainitoj@ci.boynton-beach.fl.us www.boynton- beach.org September 21, 2011 John W. Winn Senior Vice President Bank of America Merrill Lynch Government Banking 625 N. Flagler Dr West Palm Beach, FL 33401 I _009. a a TT Attached for your execution are two agreements and a copy of the Resolution mentioned above. Once the agreements have been signed, please return the originals to the City Clerk's Office for further processing. If you have any questions, please do not hesitate to contact me. Very truly yours, CITY OF BOYNTON BEACH C he " tM,Prainito, MMC Mum Attachments (2 Agreements and Resolution) N S:\CC\WP\AD'TER COMMISSION\ Other Transmittal Letters After Conimission\201 1 \121 1 -104 Bank of American Agreement for Banking Services. doc A inericas GateivqY to the Gulfstream The City of Boynton Beach City Clerk's Office 100 E BOYNTON BEACH BLVD BOYNTON BEACH FL 33435 (561) 742-6060 FAX: (561) 742-6090 e-mail: 1)rainitoj@ci.boynton-beach.fl.us www.boynton- beach.org November 7, 2011 Ms. Melinda Neal Assistant Vice President Bank of America Merrill Lynch 625 N. Flagler Drive 10th Floor FL5-441-10-06 West Palm Beach, FL 33401 Dear Ms. Neal: Attached for your information and files is the executed agreement mentioned above. If I can be of any additional service, please do not hesitate to contact me. Very truly yours, CITY OF BOYNTON BEACH la et M. Prainito, MMC City Clerk Attachment Us 8: \CC \WP\AFTER COMMISSION\ Other Transmittal Letters After Commission \201 I \R11 -104 Bank of American Agreement for Banking Services Executed. doe Amei-ico 's G47tewo to the Guffistrean?