Backup Documents 09/26/2017 Item #16E 8 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
THE BOT8
ARD OF COUNTY COMM ACCMPANY ALL ORIGINAL S IO ERSDOCOFFICE FOR UMENTS GNSENTOAju E
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney
Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney
Office no later than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with
the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. County Attorney Office County Attorney Office
2. BCC Office Board of County ZNA K.b--)\
Commissioners a'kkl�/ c'tZ,.N`—\
3. Minutes and Records Clerk of Court's Office
\S/s' a\2A\t—\
4. Procurement Services p �Iclr RFs
b(.0s, 171 r-) 'd'.
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event
one of the addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Barbara Lance for Sandra Herrera Contact Information 239-252-8998
Contact/ Department
Agenda Date Item was 04-2717 Q_o�) / r� Agenda Item Number 16.E)1
Approved by the BCC [ V
Type of Document Assumption Agreement Number of Original <2-
Attached Documents Attached
PO number or account N/A Collector Solutions JetPay FL
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature AMP OK P..)
2. Does the document need to be sent to another agency for ad.' .nal signa . If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be BL
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's BL
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 09/2/2017 and all changes made during
the meeting have been incorporated in the attaclMlocument. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
BCC,all changes directed by the BCC have been made, and the document is ready for the
Chairman's signature.
16E8
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into on this 211,4h of St.plifih&.f
2017, by and between JetPay Payment Services, FL, LLC ("JetPay FL") and Collier County, a
political subdivision of the State of Florida("County").
WHEREAS,on July 26,2011 (Agenda Item#16.C.3)the County entered into an agreement
with CollectorSolutions, Inc., for credit card and Automated Clearing House (ACH) processing,
hereinafter referred to as "Agreement" and attached hereto as Exhibit A; and
WHEREAS, JetPay FL represents and warrants to the County that through a series of
mergers and name changes, JetPay FL is now the successor in interest to CollectorSolutions, Inc.,
with respect to the Agreement.
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties, it is agreed a§ follows:
1. JetPay FL accepts and assumes all rights, duties, benefits, and obligations under
the Agreement, including all existing and future obligations to pay and perform under the
Agreement.
2. JetPay FL will promptly deliver to County evidence of insurance consistent with
the Agreement.
3. Notice required under the Agreement to be sent to JetPay FL shall be directed to:
JetPay Payment Services, FL, LLC
316 S Baylen Street, Suite 590
Pensacola, Florida 32502
Main Phone: 850-444-9330; Fax: 850-444-9331
Attn: Chris Battel
4. Further supplements to, or modifications of, the Agreement shall be approved in
writing by both parties.
5. The County hereby consents to JetPay FL assumption of the Agreement in order
to continue the services provided under Agreement. No waivers of performance or extensions of
time to perform are granted or authorized. The County will treat JetPay FL as CollectorSolutions,
Inc., for all purposes under the Agreement. Except as provided herein, all other terms and
conditions of the Agreement remain in full force and effect.
[17-PRC-03367/1358376/1]
Page 1 of 2
0
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IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
JETPAY PAYME 'N .ERV ICES,FL,LLC
Witne.s•s: 4
kallais.
, al A_A-Ar.me: I'
Print ame Print N. _�,, �
4-• 4 411 - . nt.
''..iiiiiim—dgisamm- op
_ i 0 Title
Print Name
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, CLERK COLLIE' • Y, FLORIDA
A
By: C -att \� u //jj .i.i U ( BY: ..4/�
-►- Clerk PENNY TAiD'!S ' CHAN
A -st a to tiling
sic natu • • ly.,
Approv i• . o 1 o - -gality:
141tifiti i
UM
Jeffrey 1 K1. kow
County ' o t•
Item# .tLo
Agenda a-21g-•h
Date
i 'd
a +
[17-PRC-03367/1358376/1]
Page 2 of 2 ��
40
EXHIBIT A
,\SOLUTIONS
This Agreement is BETWEEN:
CollectorSolutions, Incorporated
316 South Baylen Street
Suite 590
Pensacola, Florida 32502
Referred to herein as 'CSI'
AND
COLLIER COUNTY, BOARD OF COUNTY COMMISSIONERS
3327 Taniiarrii Trail East
Napes, FL. 3,1112
Referred to herein as 'the Client'
Collectively referred to as 'the Parties'
WHEREAS:
CSI provides Internet-based financial services, including timely credit card and/or
electronic check (eCheck) payment processing.
CSI possesses the technical framework and personnel to process credit card
and/or electronic check (eCheck) payments of account customers of the Client.
As provided for by CSI's web-based eCollections Portal,the Client can, at its own
discretion, make a multiple of services available to its account customers at
various times via various collection modes, for various payment types, and by
various payment methods.
Initials: CSI:
Client:
Rev# 122810 Page 1 of 17
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p4\ SOLUTIONS
CSI has agreed to provide such services in accordance with the pricing set forth
in Appendix "A.1" attached hereto.
NOW, THEREFORE
In consideration of the covenants to be kept and performed by the Parties, it is
agreed:
[Remaining page left blank intentionally]
Initials: CSI:
Client:
Rev#122810 Page 2 of 17
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{ ASOLUTItONS
DEFINITIONS
The following words, terms and phrases, when used in this Agreement, shall
have the meanings ascribed to them in this section.
ACH: Automated Clearing House - group of processing institutions linked by a
computer network to process electronic payment transactions between financial
institutions.
Business Day: All week days except Saturday and Sunday and holidays
established by the Federal Reserve System.
Check Truncation: The physical presentment of a paper check that is
electronically imaged and captured.
Convenience Fee: Fee charged by CSI for the processing of payments on
behalf of the Client. The amount of the fee, the form of the fee ('passed-on'to the
payer or 'absorbed' by the client), and the party responsible for the fee (the Client
or the Payer) under the terms of this Agreement are set forth in Appendix 'A.1'.
Credit Card: A U.S. issued American Express, Discover, MasterCard, or Visa.
DDA: Direct Deposit Account is a bank account maintained by the Client to
receive fund remittances from CSI and/or to which CSI will make correcting
debits in the event of chargebacks and/or returns.
Initials: CSI: Mt()
Client:
Rev# 122810 Page 3 of 17
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SOLUTIONS
eCheck: An electronic representation of a paper check utilized to authorize a
direct payment of charges against the checking or savings account of the Payer
in the form of an ACH debit transaction. An instance of an eCheck may be
created by the Payer via manual user-entry or automated Check Truncation.
Force Majeure: To include natural disasters, such as, hurricanes, floods, and
earthquakes, system failures, such as, Telephone, Internet, and Power outages
financial failures, such as, Federal Reserve financial and processing-platform
failures, as well as, war, riots or other major social upheavals.
Merchant Account: The credit card account established by a bank which
deposits CSI credit card funds into the Settlement Account for subsequent
transfer into the DDA of the Client. This account is the property of the Client and
is arranged through a bank designated by the Client.
NACHA: National Automated Clearing House Association - develops operating
rules and business practices for the Automated Clearing House (ACH) Network
and for electronic payments in the areas of Internet commerce, electronic bill and
invoice presentment and payment (EBPP, EIPP), e-checks, financial electronic
data interchange (EDI), international payments, and electronic benefits services
(EBS).
PCI - DSS: Payment Card Industry Data Security Standard -a worldwide
information security standard defined by the Payment Card Industry Security
Standards Council.The standard was created to help payment card industry
organizations that process card payments prevent credit card fraud through
increased controls around data and its exposure to compromise. The standard
Initials: CSI:
Client: Rev#122810 Page 4 of 17
1 6 E8
SOLUTIONS
applies to all organizations that hold, process,or exchange cardholder
information from any card branded with the logo of one of the card brands.
Settlement Account: A bank account at a federally insured banking institution
designated by CSI into which credit card payments shall be initially deposited
and that result from CSI's processing of payments for the Client.
[Remaining page left blank intentionally]
Initials: CSI: I1/61/
Client: Rev# 122810 Page 5 of'1 17
0
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e-soiurry vs
SERVICES
CREDIT CARDS
CSI shall license and make available to the Client its processing Software and
Hosting Services (the "Service" or "Services") for the processing of monetary
payments to the Client via credit cards (American Express, Discover,
MasterCard, and Visa). All Software provided in the fulfillment of this Agreement
shall be the proprietary property of CSI. CSI is an independent contractor for all
purposes hereof. This Agreement does not convey an agency status to CSI.
Credit card transactions shall be deposited and credited to the Client's
Settlement Account. CSI is expressly permitted to move funds from the
Settlement Account to the DDA(s) of the Client. The transfer of funds will occur
on or before the third business day subsequent to the transaction date. All credit
card funds deposited or transferred into the Settlement Account, excluding the
CSI Convenience Fee, will remain the property of the Client.
[Remaining page left blank intentionally]
Initials: CSI: 1
Client:
Rev#122810 Page 6 cf 17
1 6 E 8
SOLUTIONS
SERVICES (continued)
eChecks (ACH)
CSI shall license and make available to the Client its processing Software and
Hosting Services (the "Service" or "Services") for the processing of monetary
payments to the Client via ACH (Savings and/or Checking Accounts). All
Software provided in the fulfillment of this Agreement shall be the proprietary
property of CSI. CSI is an independent contractor for all purposes hereof. This
Agreement does not convey an agency status to CSI. ACH transactions shall be
deposited and credited directly to the Client's DDA. CSI is expressly permitted to
move funds from the Payer's specified Account to the DDA(s) of the Client. The
transfer of funds will occur on or before the second business day subsequent to
the transaction date.
[Remaining page left blank intentionally)
Initials: CSL �� V
Client:
Rev#122810 Page 7 of 17
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SOLUTIONS
TERMS
1. CSI shall provide, install or make available via electronic means, software
necessary for the fulfillment of its Solution at all locations as designated by
the Client.
2. CSI shall provide adequate assurance to the Client that all data
communicated over or processed or stored on the equipment owned,
leased or controlled by CSI shall be secure. Additionally, CSI shall assign
a unique identification number to each transaction for security and auditing
purposes.
3. Additional Client locations may be added to the CSI Solution at no
additional cost to the Client.
4. Certain electronic devices, such as the credit card swipe machine, the
eCheck scanner, and the payment receipt printer shall be purchased
separately by the Client and are not part of the set-up fee charged by CSI.
5. CS1 shall provide reports, which shall contain transactional data on a daily
basis, month-to-date, year-to-date, or from/to dates within a fiscal year, by
individuals within agencies of the Client or by system totals. Additionally,
reports shall be able to be segregated by the Client distinguishing various
levels of transaction analysis. This analysis includes but is not limited to
transaction analysis segregating credit card vs. eCheck transactions. CSI
shall also provide software that will enable the Client to utilize existing
receipt printers for the preparation of payment receipts, if CSI can develop
such an interface for any existing printers.
Initials: CSI:
Client:
Rev# 122810 Page 8 of 17
41!I
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SOLUTIIINS
6. CSI represents and warrants that (i) it has the full right to utilize and
employ the Service Software and (H) the Service Software does not
infringe upon the intellectual property rights of others; further, CSI shall
indemnify and hold harmless the Client from all claims, demands,
damages, judgments or decrees, including its reasonable attorneys' fees,
in connection with a breach of this representation and warranty or a claim
by a third party which asserts that this representation and warranty is
untrue.
7. CSI and the Client shall not be liable for unanticipated technical difficulties
caused by any bank, third party processing service or telecommunications
providers, weather, or other events generally recognized as "forces
majeure", provided that such events could not have been reasonably
foreseen and guarded against by the performing party, or other events
outside the control of CSI or the Client.
8. The Client shall indemnify and hold harmless CSI for any claims by
Payers relating to incorrect or overcharging of service charges collected
by the Client attributable to errors in data provided to CSI by the Client or
the Client's employees, agents or independent contractors, subject to
Florida Statutes, Section 768.28.
Each party agrees to indemnify, defend and hold harmless the other, its
officers, board members, agents and employees from and against any and
all fines, suits, claims, demands, penalties, liabilities, costs or expenses,
losses, settlements, judgments and awards and actions of whatever kind
or nature, including attorney's fees and costs (and costs and fees on
appeal), and damages (including, but not limited to, actual and
consequential damages) arising from any negligent, willful or wrongful
misconduct, knowing misrepresentation or breach of this Agreement by
such party, its officers, board members, agents or employees. This
I
Initials: CSI: yy
Client:
Rev# 122810 Page 9 of 17 -.LI:•
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(11,1,11
rA SOLUTIONS
paragraph shall not be construed in any way to alter the State's waiver of
sovereign immunity or extend the parties liability beyond the limits
established in Section 768.28, Florida Statutes.
9. Fees charged to the Client's customers will be prominently and separately
disclosed prior to the execution of the transaction and again separately
displayed on all CSI generated receipts of the Client. All CSI generated
receipts will contain a disclosure or disclaimer statement of the Client's
choosing, such as: "A third party convenience fee has been added for the
processing of credit card services. [The Client] shall have the right to
serve notice as part of the billing process that any action or dispute that
results in a 'credit hold'or 'charge back' on funds will be considered as a
non-payment of the customer's account and may result in assessed
penalties."
10.The credit card fee and/or eCheck fee shall remain in effect for the
duration of this contract unless CSI's ODFI (Originating Depository
Financial Institution), merchant bank, non-bank credit card issuers, or
related processors change their rate structure more than 5% and/or the
Client's average payment amount exceeds the average amount stated in
Appendix A.1 for 3 consecutive months. In either of these events, CSI
and the Client will negotiate an amendment to this agreement to address a
change in fees.
11.The term of this Agreement shall be monthly from the date hereof. This
Agreement shall be automatically renewed from month-to-month
thereafter unless terminated by a party pursuant to the provisions hereof.
This Agreement can be terminated by either party without cause with a
written notice to the other party. Should CSI be replaced, CSI will
Initials: CSI:
Client:
Rev#122810 Page 10 cf 17
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soturroivs
cooperate with the alternate Client Vendor and the Client in the facilitation
of a smooth transition.
12.From time to time the scope of services provided by CSI may be changed.
The Client may want additional CSI processing services added to this
agreement.
13.The Client's authorized party or signatory to this agreement is authorized
to negotiate changes to this agreement, Such changes which are
mutually agreed upon by and between the Client and CSI shall be
provided in accordance with a written amendment to this Agreement
approved by the Client.
14.The Laws of the State of Florida shall govern this Agreement.
15.All data provided through CSI's data exchange platforms by the Client
and/or the Client's Vendors shall be considered confidential and shall not
be revealed to any third party, unless so ordered by a court of competent
jurisdiction, unless disclosure is otherwise required by law or upon the
written instruction from the Client provided it is not contrary to any
provision of this Agreement.
16.Neither party shall be liable for the errors and omissions, accidental or
purposeful, of the other party, or the other party's employees, officers,
agents or subcontractors.
17.All notices required to be given pursuant to the terms of this Agreement
shall be in writing and sent by Certified Mail, Return Receipt requested, to
Initials: CSI; j V
Client:
Rev#122810 Page 11 of 17
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Sdaitib
the addresses set forth below, or by hand delivery or a business courier
(Federal Express, Airborne, etc.) to the address of a party or by facsimile
transmission. Any notice, request or other communication transmitted by
mail shall be deemed to have been sufficiently given for purposes hereof
on the fifth (5th) day after date of mailing, or if delivered by hand or
business courier when received at the address of the recipient, and if
given by facsimile transmission, upon receipt by the sender of an
acknowledgment of the transmission generated by the machine from
which the facsimile in its entirety was sent to the recipient's facsimile
number; provided that if such notice or other communication is delivered
by hand or business courier, or is received by facsimile on a day which is
not a business day, or after 5:00 P. M. on any business day at the
addressee's location, such notice or communication shall be deemed to
be duly received by the recipient at 10:00 A. M. on the first business day
thereafter. Notice given to an agent of a party shall be deemed notice
given to the party. The address of a party may be changed by written
notice given to the other party in the same manner as provided above;
however, and unless provided otherwise, notice shall be effective if sent to
a party at such other address the party may from time to time utilize at the
time of the giving of any notice. The failure of a party to give notice of any
change of address shall not defeat the giving of effective notice pursuant
to the terms of this Agreement. For purposes hereof, the parties
designate as their mailing or business addresses, those addresses set
forth below:
COLLECTORSOLUTIONS, INC.
316 South Baylen Street, Suite 590
Pensacola, Florida 32502
ATTN: Mr. Robert A. Cothran, President
Initials: CSI: 4$V
Client:
Rev# 122810 Page 12 of 17
1 6E 8
t-4\ SOLUTion s
Phone: 850-444-9330 extension 302
Email: robcPcollectorsolutions.com
Fax: 850-444-9331
COLLIER COUNTY, BOARD OF COUNTY COMMISSIONERS
FEIN 59-60010558
3327 Tamiami Trail East
Naples. FL. 34112
ATTN: Peter Lund, Manager of Customer Seri✓ce
Phone: (239)252-2357
Email: peterlun:d@colli= rgov.net
Fax: (239)252-2360
18,Any claim of nonperformance on the part of CSI by Client must be in
writing and specifically state the nature of the problem. CSI shall use its
best efforts to rectify any problems under its control as rapidly as possible.
lf, after thirty (30) days, such cure attempt is not reasonably acceptable to
the Client, then the Client may, after giving CSI notice of its
unacceptability, give notice of termination of this Agreement. Notice of
termination will be effective upon receipt of such notice by CSI.
19.This Agreement represents the entire understanding between the Client
and CSI. Any amendments or changes must be in writing and executed
by persons authorized to bind the Parties.
20.If any portion of this Agreement is deemed to be invalid,the balance of the
Agreement shall remain in full force and effect.
21.CSI will pay on behalf and hold the Client harmless from any liability
directly or indirectly related to the transfer process of funds as performed
Initials: CSI: IOW
Client:
Rev# 122810 Page 13 of 17
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SOLUTIONS
by CSI. CSI assumes full responsibility for such transfers and insures that
a) intended funds of payer reach the account(s) of the Client and b) that
only access for CSI is for the purpose of collecting its Convenience Fee.
This paragraph shall survive any termination of this Agreement.
22.This Agreement shall not be modified nor amended unless such
modification or amendment shall be in writing and signed by authorized
representatives of both CSI and the Client.
23.Next page is the Signature Page.
[Remaining page left blank intentionally]
Initials: CSI: V
Client:
Rev# 122810 Page 14 of 17 4211
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SOLUTIONS
Signature Page
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, this the day
and year first above written.
Signed, sealed and delivered in the presence of:
COLLECTORSOLUTIONS,1N9ORP 6 ATFD
Signature
Date 0+!a / (/
Name Robe - . Cothran
Title President • --,
`/ e=1 Date 06l(v 02-‘)//Witness Signature .: ,-J - —
roc Solutio4
Name tureen B. Valentino ot°p,PoR,400 �o
Title ice-President V
SEAL
2003
FLORiDP,
BOARD OF COUNTY COMMISSIONERS
ATBST:.; COLLIER COUNTY, FLORIDA
Dwight E. BracK, Clerk of Courts
By t1..d, By: rfi
:bated, • Fred W. Coyle, Chair ,an
itinatWt 4.
Approved as to form and
leg. uffici-nc :
Deputy County Attorney
c.-H- g
Scott R. Teach
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--r4\ SOLUTIONS
APPENDIX A.1
1. CIS SYSTEM UTILIZED : inHANCE
2. WEB MODULE UTILIZED: iWeb MS
3. IVR SYSTEM UTILIZED: teleWorks
4. POS SYSTEM UTILIZED: inHANCE
5. PAYMENT TYPE: utility
6. FEES:
Set Up Fees $0.00
Recurring Fees (monthly\annual) $0.00
Accepting Credit Cards YES (YES or NO)
Transactional Fees 2.7%
Fees to be paid by CLIENT (PAYER or CLIENT)
Accepting eChecks YES (YES or NO)
Transactional Fees _ $0.80
'Fees to be paid by CLIENT (PAYER or CLIENT)
Re-presentment count Ai/a (0, 1,or 2)
Miscellaneous Fees
Charge-backs (credit cards) $20.00 Paid by CLIENT
Credits $1.75 Paid by CLIENT
Non-NSF Check Returns $1.75 Paid by CLIENT
NSF Check Returns' $20.00 Paid by _CLIENT (PAYER or CLIENT)
Initials:
CSI:
Client:
Rev# 122810 Page 16 of 17
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. �
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r SOLUTIONS"
APPENDIX B
In accordance with this Agreement entered into by CSI and the Client, the Client authorizes CSI,
Regions Bank on behalf of CSI, or Regions bank on its own behalf to initiate an ACH debit entry to
the Client's account at the depository institution indicated below for the amount of any ACH Debit
Entry representing a payment previously made to the Client that is returned by the Payer's RDFI
for any reason (credit card "Charge-Back" or eCheck "Return"). CSI's and Region's authority to
debit the Client's account is unconditional and with regard to the timeliness of the Charge-Back or
Return. CSI or Regions Bank shall initiate the ACH Debit Entry with five (5) business days from
the date of receipt of the Charge-Back or Return by CSI and/or Regions Bank without notice to the
Client. The Client hereby acknowledges and agrees that this authorization will remain in full force
and effect for a period of ninety (90) days after the termination of this Agreement.
Terms not otherwise defined in this ACH Debit Authorization shall have the meaning ascribed to
those terms in the National Automated Clearing House Association Operating Rules.
Client Name: Collier County, Board of County Commissioners
EIN: 59-6000558
Signature: 4:,.
Name: :..,,\N•
Title:
Client's Bank Name: j-,4-1],t, Ir•.,,'r _ _.
Routing Number: _COO 4 1 '/j'-j ______
Account Number: ,). ': 5,?('• r1.J
City& State: rL.-�}i+_°� L _
r 0
Initials: CSI:
&/
Client:
Rev# 122810 Page 17 of 17