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Agenda 09/09/2014 Item # 13B 9/9/2014 13.B. EXECUTIVE SUMMARY Recommend the Board of County Commissioners (Board) review the results of the Clerk's Request for Proposal(RFP)2014-001 for Banking Services and approve the contract. OBJECTIVE: That the Board of County Commissioners (Board) review the results of the Clerk's Request for Proposal (RFP) 2014-001 for Banking Services and approve the contract. CONSIDERATIONS: The Clerk of Courts is a separately elected Constitutional Officer. The Clerk is the Accountant, Auditor, Keeper of Court and Public Records as well as Custodian of Funds. In this capacity, the Clerk has historically handled countywide banking services for the Board Agency,Supervisor of Elections(by agreement)and the Clerk's Agency. In developing RFP 2014-001 for Banking Services, Finance staff worked with County staff in various user departments, including Utilities, Parks and Recreation and Emergency Medical Services specifically, to insure that the RFP included, or maintained, services that departments may need. The County currently retains several arrangements for banking related services outside of the general services provided under the Clerk's agreement for Banking Services. Joint goals have previously promoted consolidation of banking services when and where possible for streamlining, cost effectiveness and overall convenience. Regular joint County and Clerk staff meetings are held with the current Banking Services provider to insure the best overall solution for participants. The responses to solicitation 2014-001, issued on May 12th, 2014, were reviewed by a selection committee, ranked and a recommendation was made to the Clerk. The Clerk has awarded the Banking Services agreement to First Florida Integrity Bank (First Integrity), effective November 1, 2014,subject to agreement/approval of the Board. FISCAL IMPACT: First Integrity proposed a fixed cost of $360,000 for the life of the five year contract, while the other three proposers based their cost proposals on banking transaction activity levels. There are no costs associated with the First Integrity proposal for FY2015 . The next lowest cost proposer (Fifth Third Bank) generated an estimated cost of $1,008,874 over the five year life of the contract. The other banks' calculations were based upon per item cost proposals for average actual transaction volumes. First Integrity's proposal is an estimated cost savings to the taxpayer of$648,874 over the 5 year contract life. RECOMMENDATION: That the Board review contract and engage in discussions with the Clerk if necessary and approve the contract. • PREPARED BY: Clerk of Courts Agency Packet Page-438- 9/9/2014 13.B. COLLIER COUNTY Board of County Commissioners Item Number: 13.13.B. Item Summary: Recommend the Board of County Commissioners (Board) review the results of the Clerk's Request for Proposal (RFP) 2014-001 for Banking Services and approve the contract. Meeting Date: 9/9/2014 Prepared By Name: JohnssenDerek Title:Assistant Finance Director 9/3/2014 9:38:11 AM Submitted by Title:Assistant Finance Director Name: JohnssenDerek 9/3/2014 9:38:12 AM Approved By Name: KinzelCrystal Date: 9/3/2014 10:24:32 AM Name: IsacksonMark Title:Director-Corp Financial and Mngmt Svs, Office of Management&Budget Date: 9/3/2014 10:43:00 AM Name: KlatzkowJeff Title: County Attorney, Date: 9/3/2014 11:00:24 AM Name: OchsLeo Title: County Manager,County Managers Office Date: 9/3/2014 11:30:42 AM Packet Page-439- 9/9/2014 13.B. Contract Number 2014-001 MASTER BANKING SERVICES AGREEMENT The Master Banking Services Agreement ("Agreement") is entered into as of the 1n day of November, 2014 by and between the Clerk and Comptroller, Collier County, Florida ("Clerk") and First Florida Integrity Bank ("Bank"). The Collier County Board of County Commissioners will hereinafter be referred to as the("Board"). Recitals WHEREAS, Clerk has requested that Bank provide certain banking and treasury management services (collectively,the"Banking Services")to the Clerk;and WHEREAS, Bank has agreed to provide the Services to the Clerk and Clerk has 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 Clerk and the Bank 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 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 Proposal (Exhibit B) dated June 13,2014,which 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 inclusive, 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 Proposal and this Agreement. Section 2. Controlling Provisions 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 Contract No.2014-001 Page 1 of 7 Packet Page-440- 9/9/2014 13.B. 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 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 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 deem that a reasonable number of additional demand deposit accounts or time deposit accounts with the Bank will operate under service specifications at no cost to the Clerk. All banking services and online services proposed, as specified in Exhibit B of this Agreement, shall be available at commencement of contract. The Clerk reserves 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 a separate agreement with the Bank for provision of any of the banking services specified in Exhibit B of this agreement 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. 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 will 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, Contract No.2014-001 Page 2 of 7 Packet Page-441- 9/9/2014 13.B. 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. Statements shall be provided on a monthly basis. Section 6. Representations.Warranties and Covenants (a) The Bank hereby represents and warrants to the Clerk 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 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 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) When executed by all parties, including the Board, and delivered by the parties, this Agreement will constitute a valid and binding agreement of the Clerk, 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.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 Clerks so long as the Bank reasonably believes, in good faith,that such persons have been authorized to act on behalf of the Clerk. (e) At the request of the Bank, the Clerk agrees 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 agrees to provide any and all Contract No.2014-001 Page 3 of 7 Packet Page-442- 9/9/2014 13.B. ^ documentation the Bank requires to execute and appoint ppoint such designated officials or their designees. (f) The Bank covenants to provide the Clerk 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, its 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, its 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 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 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 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, not to 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. (b) The contract may be terminated with cause by the Bank upon providing written notice to the Clerk of the Circuit Court no less than(180)one hundred and eighty days prior to the effective date of such termination. The Clerk 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 as a result of the termination of this contract. Contract No.2014-001 Page 4 of 7 Packet Page-443- 9/9/2014 13.B. {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 defaults) shall be corrected within ten (10) days. (d) The Clerk, 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 hereunder to ensure that all aspects of the Agreement are being met. Such audit will be performed at the expense of the Clerk. (e) In the event the Clerk is not allotted funds for any fiscal period or funds previously allotted are subsequently recalled, the Clerk may terminate the agreement. Upon the occurrence of such non-appropriation, the Clerk 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 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, such provisions, 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: Contract No.2014-001 Page 5 of 7 Packet Page-444- 9/9/2014 13.B. 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:Dwieht.BrockCaacollierclerk.com Email:nancvortesapfiibank.com All notices shall be deemed delivered when received. Section 16. Service Issues All service issues related to the everyday operations of the Clerk shall be responded to on the same business day. Section 17. Force Maieure Clerk agrees that the Bank shall not be responsible or liable for any delay in its performance under this master 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 Contract No.2014-001 Page 6 of 7 Packet Page-445- 9/9/2014 13.B. control.This time, if any, required for such performance under this Master Agreement shall be automatically extended during the period of such delay or interruption. Section 18. Assignment Neither party shall 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 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. All costs to the Clerk associated with the merger,sale or acquisition shall be borne by the Bank. IN WITNESS WHEREOF,the parties have executed this Agreement hereto: Collier County Clerk of the Circuit Court 3315 Tamiami Trail East Suite 102 Naples, Florida 34112 Attest: By: Dwight E.Brock Clerk of the Circuit Court and Comptroller of Collier County First Florida Integrity Bank 3560 Kraft Road (r Naples, Florida 34105 Attest: i 6 / alk By: = Richter Fi . 'da Integrity Bank President Attest: By: Deputy Clerk Tom Henning Clerk of the Circuit Court Chairman,Board of County Commissioners Contract No.2014-001 Page 7 of 7 Packet Page-446-