Backup Documents 09/23/2014 Item #13A 1
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Contract Number 2014-001
MASTER BANKING SERVICES AGREEMENT
The Master Banking Services Agreement ("Agreement") is entered into as of the 1st day of November,
2014 among the Clerk of the Circuit Court and Comptroller of Collier County, Florida ("Clerk"), the Collier
County Board of County Commissioners ("Board") and First Florida Integrity Bank ("Bank"), collectively
the "Parties."
Recitals
WHEREAS, the Clerk has requested that the Bank provide certain banking and treasury management
services (collectively,the "Banking Services")to the Clerk; and
WHEREAS, the Board has requested Banking Services through the Clerk, as the custodian of the Board's
funds, for the Bank to provide certain banking and treasury management services; and
WHEREAS, the Bank has agreed to provide the Banking Services to the Clerk and the Board; the Clerk
and the Board have agreed to accept the Banking Services, upon the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby
covenant and agree as follows:
Section 1. Purpose and Effect of this Agreement:
Delineation of Banking Services
The banking services to be provided to the Clerk and the Board by the Bank shall consist of:
(a) Each of the specific requirements, terms and conditions set forth in the Request for
Proposal (RFP) 2014-001 Banking Services (Exhibit A) dated May 12, 2014 which RFP is
hereby incorporated by reference in its entirety;and
(b) Each of the services, terms and conditions set forth in the Bank Proposal (Exhibit B)
dated June 13, 2014, which Bank Proposal is hereby incorporated herein by reference in
its entirety; and
(c) Each of the terms, conditions and provisions of the specific banking service agreements
provided for in the Exhibits detailed in Section 14 of this Agreement, hereinafter
collectively referred to as the "Exhibits," which are attached hereto and made a part
hereof. Unless the context requires otherwise, all references to this "Agreement," and
use of the terms "herein," "hereby," "hereof," "hereto," "hereunder" and the like shall
be deemed to include the RFP, the Bank Proposal, all other Exhibits attached hereto,
and this Agreement.
Section 2. Controlling Provisions
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Except as otherwise specifically provided in Section 6 hereof, in the event of any conflict
between the specific provisions of this Agreement or any of the Exhibits hereto, on the one
hand, and the requirements or provisions of the RFP and/or Proposal, on the other hand, the
requirements or provisions of the written Agreement shall control. Wherever possible, the
provisions of all documents shall be construed in such a manner as to avoid conflicts between
provisions of the various documents. It is the intention of the Parties that the Exhibits hereto set
forth the day-to-day operational procedures to be complied with in connection with the Clerk's
ordering of and the Bank's provision of specific banking services covered by the Proposal. In that
connection, the Parties hereby acknowledge and agree that, in the event that the Clerk or the
Board elects to utilize any banking services not specifically set forth in the Proposal, or in the
event that the Bank, in the normal course of its business, develops specific service agreements
in the future for banking services requested by the Clerk or the Board in addition to those
covered by the Exhibits hereto, the Parties will execute specific service agreements with respect
thereto. Such agreements shall be consistent with the terms and provisions of the RFP, the
Proposal and this Agreement, and in form and substance reasonably acceptable to the Parties,
and such agreements shall be deemed to be a part of and subject to this Master Banking
Services Agreement, whether or not so stated in such service agreement.
Section 3. Services to be Rendered
The Clerk may establish a reasonable number of additional demand deposit accounts or time
deposit accounts with the Bank at no extra cost.
All banking services and online services, specified in Exhibit B of this Agreement, shall be
available at commencement of this Agreement.
The Clerk and the Board reserve the right to segregate merchant services, retail and wholesale
lockbox (Lockbox) and other associated electronic services related to merchant services and
Lockbox initially, or with sixty(60) days written notice to the Bank at any time during the term of
this Agreement. Any segregation of services shall be reflected in a corresponding decrease in
the monthly fee as specified in Exhibit C of this agreement. The Board shall have the right to
independently enter into separate service agreements at any time during the term of this
Agreement.
Section 4. Payment for Services
Subsequent to the first year of service, which is without charge, general banking and custodial
fees shall be billed on a monthly basis pursuant to Exhibit C and shall be paid in accordance with
Florida's Prompt Payment Act, Florida Statute 218.74. Payment for merchant services, or any
additional services agreed upon, shall be billed on a monthly basis with sufficient detail to allow
the Clerk to assess services used and paid in accordance with Florida's Prompt Payment Act,
Florida Statute 218.74, In no event shall the fee for general banking services and custodial
services exceed $7,500 per month, excluding merchant services, for the initial term of the
contract.
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Section 5. Interest Rate Paid on Collected Balances
All balances available for overnight investment shall earn interest as indicated by the formula in
Section III, Scope of Banking Services of the RFP at 95% of Daily Effective Federal Funds. The
interest rate on available balances shall never fall below 25 basis points. The Bank reserves the
right to offer a more favorable interest earnings rate, provided that the interest rate on
available balances shall never fall below 95% of Daily Effective Federal Funds or 25 basis points,
whichever is greater. All balances in excess of the $250,000 Federal Deposit Insurance
Corporation (FDIC) insurance shall be collateralized by the Bank in accordance with all applicable
Florida laws. Account statements shall be provided on a monthly basis.
Section 6. Representations,Warranties and Covenants
(a) The Bank hereby represents and warrants to the Clerk and the Board that it has full
power and authority to enter into this Agreement and fully perform its obligations
hereunder without the need for any further corporate or governmental consents or
approvals, and that the persons executing this Agreement are authorized to execute and
deliver it. Assuming the due authorization, execution, delivery, legality and
enforceability hereof by or against the Clerk and the Board when executed and
delivered by the Parties, this Agreement will constitute a valid and binding agreement of
the Bank, enforceable against it in accordance with its terms, subject only to the
application of general principles of equity and limitations arising from bankruptcy,
insolvency, moratorium and other similar laws affecting the rights of creditors generally.
(b) The Bank has not employed or retained any person employed by the Clerk to solicit or
secure this Agreement and it has not offered to pay, paid, or agreed to pay any person
employed by the Clerk any fee, commission percentage, brokerage fee, or gift of any
kind contingent upon or resulting from the award of this Agreement.
(c) The Bank is aware of the conflict of interest, and ethics laws, of the ordinances of Collier
County and rules and regulations of the Clerk and the Board, and of the State of Florida,
and covenants that the Bank will fully comply in all material respects with the terms of
said laws, ordinances, rules and regulations.
(d) This Agreement constitutes a valid and binding agreement, enforceable against it in
accordance with its terms, subject only to the application of general principles of equity
and law and limitations arising from bankruptcy, insolvency, moratorium and other
similar laws affecting the rights of creditors generally. The Clerk further represents and
warrants to the Bank that it has authorized the Clerk's Director of Finance and
Accounting, or persons designated by them in writing, to execute and deliver
documents to the Bank as necessary hereunder or reasonably deemed appropriate by
such officers to effect the transactions contemplated hereby. The Clerk acknowledges
and agrees that the Bank is fully authorized and directed to accept orders, requests and
authorizations from such officers on the Clerk's behalf in connection with the
implementation or provision of any of the banking services covered by the Proposal.
Such authorization and direction shall not be deemed to prohibit or preclude the Bank
from relying upon actions or requests of Deputy Clerk's so long as the Bank reasonably
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believes, in good faith, that such persons have been authorized to act on behalf of the
Clerk or the Board.
(e) At the request of the Bank, the Clerk and the Board agree to cause its designated
officials or their designees to execute such signature cards as the Bank deems
reasonably necessary for purposes of establishing appropriate security measures in
connection with the banking services to be provided hereunder. The Clerk and the
Board agree to provide any and all documentation the Bank requires to execute and
appoint such designated officials or their designees.
(f) The Bank covenants to provide the Clerk, and when requested by the Board, with
quarterly updates to the Bank's Qualified Public Depository status and current pledge
level (25%, 50%, 110%or 150%) commencing quarter ended December 31, 2014.
Section 7. Indemnification
The Bank shall indemnify and hold harmless the Clerk, the Board and their authorized agents
and employees from or on account of any losses, costs, claims and damages resulting from any
breach of fiduciary duty committed during or on account of any operations connected with this
Agreement and by any act of negligence in connection with the same; and by or on account of
any negligent act or omission or willful misconduct of the Bank or its subcontractors, agents,
servants and employees and from any breach of this Agreement. The Bank further agrees to
indemnify and hold harmless the Clerk, the Board and their authorized agents and employees
against any claims or liability arising from or based upon the violation of any applicable federal,
state, county or city laws, by-laws, ordinances or regulations by the Bank, its subcontractors,
agents, servants or employees and from any breach of this Agreement.
Section 8. Limitation of Liability
Notwithstanding any other term or provision of this Agreement, the Clerk and the Board shall
not be liable to the Bank for any amount in excess of the actual loss sustained by the injured
party, and in no event shall the Clerk and the Board ever be liable hereunder or in any action in
tort arising out of the services or relationship to be provided or established hereunder for any
indirect, special, incidental, punitive or consequential loss or damage of any kind, including lost
profits or opportunities or damage to reputation (whether or not advised of the possibility
thereof) arising or allegedly arising therefrom.
Section 9. Term and Termination
(a) This Agreement shall have an initial term of (5) five years, beginning on November 1,
2014 and expiring on October 31, 2019, with an option to renew upon mutual
agreement of the "Parties" for an additional (3) three, (1) one year periods. Banking
service charges for the optional renewal period(s) must be mutually agreed upon and
will be based on charges proposed. Proposed charges shall not exceed the average of
the monthly Consumer Price Index- All Urban Consumers (12-Month Percent Change —
Not Seasonally Adjusted) and measured October 2014 through September 2019.
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(b) The contract may be terminated with cause by the Bank upon providing written notice
to the Clerk of the Circuit Court and the Board no less than (180) one hundred and
eighty days prior to the effective date of such termination. The Clerk and the Board may
terminate the agreement with or without cause with the financial institution upon (30)
thirty days written notice prior to the effective date of the termination. Under no
circumstances will any damages be paid by the Clerk or the Board as a result of the
termination of this contract.
(c) If the Bank does not comply with terms of this Agreement, the Bank shall be given
notice to the specific default in writing. The default(s) shall be corrected within ten (10)
days.
(d) The Clerk and/or the Board, from time to time, during Bank business hours and with at
least two (2) business days prior notice to the Bank, shall have the right to audit the
Bank's books and records with regard to the accounts and services provided to the Clerk
and/or the Board hereunder to ensure that all aspects of the Agreement are being met.
Such audit will be performed at the expense of the Clerk and/or the Board.
(e) In the event the Clerk and the Board are not allotted funds for any fiscal period or funds
previously allotted are subsequently recalled, the Clerk and the Board may terminate
the agreement. Upon the occurrence of such non-appropriation, the Clerk and the
Board shall not be obligated for payment of any future deliverables for which funds
have not been so appropriated.
Section 10. Changes
The Clerk may, from time to time, request changes in the scope of services of the Bank for
accounts specific to the Clerk of Courts to be performed hereunder. Such changes in services,
which are mutually agreed upon by and between the Clerk and the Bank, shall be incorporated
in written amendments to this Agreement.
The Board may, from time to time, request changes in the scope of services of the Bank for
accounts specific to the Board to be performed hereunder. Such changes in services, which are
mutually agreed upon by and between the Clerk and the Bank, shall be incorporated in written
amendments to this Agreement.
Section 11. Waiver
No waiver of a breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be effective
unless made in writing.
Section 12. Severability
Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable
under the laws of the State of Florida or the Clerk and/or the Board, such provisions,
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paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in
order to conform with such laws, and to the extent they cannot be so modified, then same shall
be deemed severable, and in either event, the remaining terms and provisions in this Agreement
shall remain unmodified and in full force and effect.
Section 13. Governing Law
This Agreement shall be construed and enforced according to the Laws of the State of Florida.
Any litigation arising out of this Agreement shall be in the appropriate state court having
jurisdiction in Collier County, Florida.
Section 14. Exhibits
The following documents are attached hereto and incorporated by reference herein:
Exhibit A—RFP 2014-001 Banking Services
Exhibit B — First Florida Integrity Bank Proposal in response to RFP 2014-001 RFP Banking
Services
Exhibit C — First Florida Integrity Bank Pricing Proposal in response to RFP 2014-001 Banking
Services
Exhibit D—First Florida Integrity Bank letter waiving$25M minimum balance requirement
Exhibit E—Custodial Agreement with Infinex Financial Group
Exhibit F—Wholesale Lockbox Agreement with First Florida Integrity Bank
Additional service agreements may be added from time to time as mutually agreed upon by the
Parties, and any service agreement may be terminated separately and severally without
affecting the continued enforceability of all other provisions of this Agreement as to non-
terminated services.
Section 15. Notices
All written notices, demands and other communications required or provided for hereunder or
under any of the Exhibits hereto, except service issues, which may be addressed by telephonic
communication or other method provided hereunder, shall be sent by certified mail, return
receipt requested, postage prepaid, in the case of mailing, or by overnight or same day courier,
or by electronic transmission producing a written record, or hand delivered to the following
address and person bearing the following title for each party hereto or such other addressee or
person as shall be designated by a party in a written notice given in the manner required
hereby:
Clerk: Bank:
Dwight E. Brock First Florida Integrity Bank
Collier County Clerk of the Circuit Court Nancy Ortega, Senior Vice President
3315 Tamiami Trail East Suite 102 3560 Kraft Road
Naples, Florida 34112-5324 Naples, Florida 34105
Phone: (239) 252-2745 Phone: (239) 325-3748
Email: Dwight.Brock@collierclerk.com Email: nancvortega@ffibank.com
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Board:
Leo Ochs,Jr.
Collier County Manager
3299 Tamiami Trail East Suite 202
Naples, Florida 34112-5746
Phone: (239) 252-8383
Email: leoochs@colliergov.net
All notices shall be deemed delivered when received.
Section 16. Service Issues
All service issues related to the everyday operations of the Clerk and the Board shall be
responded to on the same business day.
Section 17. Force Majeure
Clerk and Board agree that the Bank shall not be responsible or liable for any delay in its
performance under this Agreement or any losses arising out of delays and/or interruptions of
business due to acts of God, acts of public enemy or war, riots, civil disturbances, power failure
beyond the Bank's reasonable control, telecommunications failure beyond the Bank's
reasonable control, severe adverse weather conditions or other causes beyond the Bank's
reasonable control. This time, if any, required for such performance under this Agreement shall
be automatically extended during the period of such delay or interruption.
Section 18. Assignment
The Parties shall not assign this Agreement or any interest herein, or delegate any of its duties
hereunder, without the other party's prior written consent, except that it is agreed by the Clerk
and the Board that the Bank may delegate certain services to be provided through independent
contractors as described in any Exhibits attached hereto. In addition, the contract shall not be
transferred by merger, sale or acquisition, in whole or in part without providing 60 days' notice
to the Clerk and the Board. All costs to the Clerk and the Board associated with the merger, sale
or acquisition shall be borne by the Bank.
IN WIT S WHEREOF,the Parties have executed this Agreement hereto:
Attest: /0
I /
By: I _Aim �_1_
Dwig '‘'‘'-. Broom�++ r
Clerk of thetrcuit Court an.
Comptrolle of 011ier Co y
Attest: .y: . IAL__ .
D-p yClerk Tom Henning
CiWk of the Circuit Court Chairman, Board of County imissioners
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., , f_:......"754-c-D
Attest: `Ar. By:
/ Garrett S. Richter
President, irst 'Iola Integrity Bank
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App : -. ir and legality:
Y
Jeffrey A. KIS tz :w
County Atte ne
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