Agenda 01/24/2012 Item #16E6Continue Item 16E6 to the February 14.2012
BCC Meeting: Recommendation to award a
contract to Commerce Bank NA for Letter of
Intent (LOI) 10 -5562 E- Payables for the
automation of payments to vendors and
obtain additional revenue /rebates to the
County. (Finance Department and the
vendor's separate requests to make final
clarifications to the contract)
Proposed Agenda Changes
Board of County Commissioners Meeting
January 24, 2012
Page 2
Move Item 17A to Item 8B: This item requires that ex parte disclosure be provided by
Commission members. Should a hearing be held on this item, all participants are required to be
sworn in. PUDZ -PL- 2011 -2115 Community School of Naples CFPUD. An ordinance of the Board of
County Commissioners of Collier County, Florida amending Ordinance Number 2004 -41, as amended,
the Collier County Land Development Code, which established the comprehensive zoning regulations
for the unincorporated area of Collier County, Florida, by amending the appropriate zoning atlas map
or maps by changing the zoning classification of the herein described real property from a Community
Facility (CF) zoning district to a Community Facility Planned Unit Development (CFPUD) zoning
district for the project known as Community School of Naples CFPUD, located at 13275 Livingston
Road in Section 12, Township 49 South, Range 25 East, Collier County, Florida consisting of 73 +/-
acres subject to conditions; by providing for the repeal of Ordinance Numbers 2000 -06 and 2004 -33,
as amended; and by providing an effective date. (Commissioner Hiller's request)
Move Item 17E to Item 8C: Recommendation to adopt an amendment to Ordinance No. 2011 -07,
the Flood Damage Prevention Ordinance (FDPO) with an effective date of March 30, 2012.
(Commissioner Hiller's request)
„ .
Item 10C: The Fiscal Impact portion of the executive summary should be revised as follows:
Funds in the amount of $1,184,411.38 ($1,076,737.62 plus a 10% contingency of $107,673.76) are
available in the Stormwater Capital Improvement Fund 325, project 51101 and in the Transportation
1124/2012 Item 16.E.6.
EXECUTIVE SiMMLARY
Recommendation'to award a contract to Commerce Bank pursuant to the L r .
of intent (LOO 10 62 E- Payables for the automation of payments to vendom and
obtain additional revenue / rebates to the County.
QBJAMM To obtain approval from the Hoard of County Commissioners to award 'a contract
to Commerce Bank to increase the County's revenue share / rebates on payments made to
vendors using an established credit card payment mechanism.
CflEA Collier County has been operating a purchasing credit card program
since 1998. The program allows County staff to make small purchases in a timelyand-e#ffeient
manner while enabling vendors to get paid within a matter of a few business days of receb ng
an order. The program also generates revenue in the form of a rebate to the County annually.
For calendar year 2010, the County received more than $28,000 in revenue through` the
program.,
In fiscal year 2010, the Purchasing Department staff began reviewing options to reduce costs
and/or enhance revenue 9enerating opportunities for the County.- Several public agencies in
Florida, and throughcLt the country, are actively pursuing additional revenue share opportunities
associated -with credit card programs and electronic "procure to pay" solutions.
Under a "procure to, pay" solution, the County, would continue to order goods and services
n through its purchase order system. The County would contract with a bank to approach the
County's current (and future) vendors to sign up to. receive payment via a credit card account
with the bank.
For each purchase going forward, the County would continue to issue a purchase order, receive
and accept the, goods or services and receive an invoice for the purchase. The Finance
Department staff would pre -audit the invoice in the same manner as they do presently.
However, instead of issuing payment directly to each vendor, finance would instead authorize
the bank to pay the vendor. The Bank would pay the vendor within 2 -3 business days and the
County would subsequently issue a consolidated payment to the bank under a 30 day payment
cycle.
Staff has: learned that public agencies (e.g., Bay County Florida) have significantly enhanced
revenue back to their agencies through the use of "procure to pay" solutions. In addition to the
creation and growth of -new revenue, additional benefits of the program Include.
• The Clerk's Finance Department would retain the ability to pre -audit each payment,
• Reduced cost of printing checks and bank processing fees for the County and the vendor,
• Elimination of ACH fees,
• Increased protection over due to VISA insurance benefits, and
• The County, reduces its 1099 reporting obligations (as it defers to the banking institution).
The "procure to pay" solution is voluntary for the County's vendors. Vendors are given the
option to utifin the program or continue to receive payment through existing payment methods.
A number of Collier County vendors have already authorized banking institutions to use this
form of payment vehicle with their own accounts. Companies doing business with Collier
Packet Page -2198-
1/24/2012 Item 16.E.6.
County that already use this program with other public agencies include: Bound Tree Medical,
Federal Express, Genuine Parts (NAPA), Helena Chemical, Siemens Water Technologies, and
Staples Advantage, to name just a few. This program ,typically lowers administrative handling
costs and provides increased visibility into transaction details for these vendors. Staff
anticipates that during the first year of a program start. -up, the County could realize an additional
revenue stream of approximately $50,000 — $100,000 within the current Collier vendor pool
(based on annual vendor activity between four to eight million dollars).
The Purchasing Department issued LOI 10 -5562 soliciting proposals for an electronic "procure
to pay" solution in late July 2010. The scope of work was to utilize the County's purchase order
information with the.goatof securely paying vendors for approved pre - audited invoices. Notices
were distributed to 160 firms; 35 firms downloaded solicitation information. On August 9, 2010,
eight proposals were-received.
A Selection Committee comprised of two staff members from the Clerk's Finance Office and two
staff members from Board departments reviewed eight (8) proposals. The Selection Committee
short- listed four firms; each firm was given an opportunity to present their proposal, and respond
to additional questions to the Selection Committee. The Selection Committee unanimously
recommended Commerce Bank on November'16, 2010. Commerce Bank was then invited to
attend two additional informational sessions for Board and Clerk offices to discuss the "procure
to pay" solution in the first three months of 2011. The Clerk's MIS ' Department, Finance
Department and the Board's Information Technology Department vetted the software and
successfully developed and tested the required changes to the County's SAP, platform required
to operate the new program. The initial contract period will be for three years with two options
to renew for two years each for a maximum contract life of seven years.
FISCAL IAACT: The anticipated first full calendar year implementing this program is
anticipated to net the County $50,000 — $100,000 in new revenue; this analysis is based on the
County's current vendor database who have subscribed to Commerce Bank's credit card
payment program. The program is projected to grow in future years with potential revenues.
estimated to equal $250,000 annually.
GROWTH „NatU •' KIIT IMPACT: There is no growth management impact associated with
this Executive Summary.
LEGAL CONSIDERATI, OMS: This contract has been reviewed by the County Attorney's
office, requires majority vote and is legally sufficient for Board action.
Rte, Oi [QATt0: That the Board of County Commissioners awards. a contract for LOI 10-
5562 E- Payables to Commerce Bark; authorizes the Chairman to execute the County Attorney
approved contract; with the Clerk as a co- signer, at the Clerk's request.
PREP RED BY: Steve Carrell, Director, Purchasing and General Services Director
Packet Page -2199-
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.6.
1/24/2012 Item 16.E.6.
Item Summary: Recommendation to award a contract to Commerce Bank NA for Letter of
Intent (1-01) 10 -5562 E- Payables for the automation of payments to vendors and obtain
additional revenue / rebates to the County.
Meeting Date: 1/24/2012
Prepared By
Name: BrilhartBrenda
Title: Purchasing Agent,Purchasing & General Services
1/13/2012 9:15:00 AM
Submitted by
Title: Director - Purchasing/General Services,Purchasing
^ Name: CarnellSteve
1/13/2012 9:15:01 AM
Approved By
Name: TibbettsRhonda
Date: 1/13/2012 3:29:04 PM
Name: CarnellSteve
Title: Director - Purchasing/General Services,Purchasing
Date: 1/13/2012 3:42:39 PM
Name: SmithKristen
Title: Administrative Secretary,Risk Management
Date: 1/17/2012 8:15:05 AM
Name: PriceLen
Title: Administrator - Administrative Services,
Date: 1/17/2012 4:02:18 PM
n Name: GreeneColleen
Packet Page -2200-
Title: Assistant County Attorney,County Attorney
Date: 1/18/2012 8:30:08 AM
Name: MuckelCynthia
Title: Applications Analyst,lnformation Technology
Date: 1/18/2012 4:22:14 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 1/18/2012 4:27:40 PM
Name: FinnEd
Date: 1/18/2012 4:32:22 PM
Name: OchsLeo
Title: County Manager
Date: 1/18/2012 4:45:51 PM
Packet Page -2201-
1/24/201.2 Item 16.E.6.
1/24/2012 Item 16.E.6.
COMMERCE BANK ACCOUNTS PAYABLE AGREEMENT
THIS COMMERCE BANK ACCOUNTS PAYABLE AGREEMENT is made and entered into as of the Effective Date by and
among Commerce Bank, a Missouri banking corporation (Kansas City, MO) ( "Commerce "), the Board of County
Commissioners of Collier County, Florida (the "County ") and Dwight E. Brock, Clerk of Courts, solely in his capacity as
custodian of the funds of the County ( "Custodian" and, collectively with the County, "Customer ").
DEFINITIONS. The following terms shall have the following meanings:
a. "Administrator" means, individually and collectively, one or more employees, officers, directors, or agents of the
County who are designated by the County to assist Commerce in the administration of the Program.
b. "Agreement" means this Commerce Bank Accounts Payable Agreement and all Addenda from time to time
executed by the parties and attached hereto, and all amendments to the foregoing.
C. "Account Holder" means the County and any of its officers, directors, agents and employees who utilize the
Commercial Accounts.
d. "Commercial Accounts" means the account or accounts established by Commerce for the County that are
associated with the line of credit established under this Agreement. Amounts owing on the Commercial
Accounts arise from charges to the non -card -based Visa or MasterCard account numbers held by the County's
vendors (each a "Visa/MC Account Number "). The Visa/MC Account Numbers are associated with the
Commercial Accounts issued by Commerce to the County and its Account Holder(s). For the purposes of this
Agreement, a "charge" or "charges" (as such terms are used herein) to a Visa/MC Account Number shall be
deemed to be a charge to the County's associated Commercial Account.
e. "Effective Date" shall be defined as set forth in Section 19.
f. "Program" means the Accounts Payable Program administered by Commerce as set forth in this Agreement.
g. "Public Record Law" means any state's law which provides that County's contracts are open and available to the
public and shall include, without limitation, Chapter 119 of the Florida Statutes, also known as the Florida Public
Records Law.
h. "Unauthorized Charge" means a charge made by an Account Holder to a Commercial Account that has not been
authorized by the County.
2. PROGRAM; ISSUANCE AND RENEWAL.
a. During the term hereof, and subject to the terms and conditions of this Agreement, Commerce agrees to provide
the County with the Program and to issue Commercial Accounts to the County. Attached hereto as Form A is a
general description and overview of the process of implementing the Program. Customer acknowledges and
agrees that Form A is intended to be general in nature and that all descriptions, activities, timeframes and
milestones contained in Form A are approximations or estimates only and are subject to change by Commerce.
Customer further acknowledges and agrees that Commerce's ability to implement the Program on a timely basis
is dependent upon the cooperation of Customer during and following the implementation process and upon
Customer's providing all information and data necessary to implement the Program.
b. Commerce shall issue Commercial Accounts to the County, provided that a Commercial Account issuance
request has been made by an Administrator in the form required by Commerce.
C. Each Commercial Account shall be valid for the term indicated thereon, unless such Commercial Account has
been canceled by Commerce pursuant to the provisions of this Agreement or at the request of the County.
d. Commerce acknowledges the ability of the County to revoke any authority given to an Account Holder, at the
County's discretion upon proper notice to Commerce; provided, however, that Customer shall remain liable for
all charges made to each Commercial Account as provided in this Agreement.
BILLING PROCEDURES. Commerce offers the billing method described below:
Central Billed Accounts: Except as otherwise provided herein, Customer shall be liable for all charges made to
each Commercial Account requested by the County. Charges shall be set forth on a billing statement and shall be
paid by the Customer as agreed in Addendum A attached hereto and incorporated herein by this reference, and as
set forth herein. Except for a proven Unauthorized Charge or as otherwise expressly provided herein, Customer
shall pay Commerce for all charges made to each Commercial Account within the time period provided in
Addendum A. Except as provided herein, Commerce shall have no duty or obligation to inquire into the nature of
any transaction charged by any Account Holder (e.g., whether such transaction was for a business or personal
use.)
4. PROGRAM ADMINISTRATOR. Upon signing this Agreement, the County shall designate one or more
Administrator(s) to assist Commerce in the administration of the Program. In addition to any other duties listed elsewhere
in this Agreement, as well as any other duties reasonably requested by Commerce, the Administrator shall undertake the
following duties on behalf of the County:
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1/24/2012 Item 16.E.6.
a. The Administrator shall have the responsibilities assigned in the Program Administrator Delegation document
provided by the County to Commerce, including, without limitation, the ability to request that Commerce issue
Commercial Accounts to any person in connection with the Program, to increase or decrease credit limits, to
suspend Commercial Accounts, to order or block wire transfers and convenience checks, and to perform any
other maintenance activity.
b. The Administrator shall be familiar with all aspects of the Program, including, but not limited to Program
procedures, number and status of Commercial Accounts, notice requirements, any disputed transactions, credit
limits, statement cycles, billing and payment procedures, general program parameters and status of delinquent
charges.
C. The Administrator shall be responsible for notifying Commerce, in writing, about changes in authorization
codes.
d. The Administrator shall be proficient in the use of the On -Line Service(s) selected by Customer as described in
Addendum B.
5. FEES. Commerce shall be paid fees and charges set forth in Addendum A. Customer acknowledges that Commerce has
based the fees and charges upon the projections given by Customer regarding transaction volume, average ticket amount,
number of Commercial Accounts, monthly credit line requested, reporting product selected, and frequency of payment.
Fees may be subject to change from time to time by Commerce upon ninety (90) days' prior written notice unless
otherwise specified in Addendum A.
LINE OF CREDIT. Commerce will establish a maximum line of credit amount for the County.
a. All amounts charged to the Commercial Accounts together with any fees and charges owed to Commerce by
Customer in connection with the Program, may not exceed, in the aggregate, the line of credit amount unless
Commerce in its sole discretion authorizes such charges.
b. Commerce may, at any time in its sole discretion, modify the amount of the County's line of credit upon thirty
(30) days' prior written notice to Customer; provided, however, that the County may elect to terminate this
Agreement by written notice to Commerce during such thirty (30) day notice period; provided, further, Customer
agrees that if any amounts are outstanding on the Commercial Accounts which exceed the adjusted line of credit
amount, Customer will immediately pay Commerce such excess amounts.
C. During the Term of this Agreement, the County's most current financial statements will be available on its
website, and the County will provide Commerce with the website link whereby Commerce may access such
financial statements. In the event such statements are not available on the website, the County shall produce the
financial statements within thirty (30) days following a request by Commerce.
7. TERM OF AGREEMENT AND RENEWAL. This Agreement shall remain in full force and effect for an initial term of
three (3) -years from the Effective Date (the "Initial Term "). At the expiration of the Initial Term, the County may
renew this Agreement for two (2) successive terms of two (2) years each (i.e., four additional years in all) (each such two -
year period a "Renewal Term "; the Initial Term and each Renewal Term, if any, are individually and collectively referred
to as the "Term "): The County shall provide Commerce with written notice of its intention to renew, or not to renew (as
the case may be), this Agreement no later than thirty (30) days prior to the expiration of the then - current Term.
Notwithstanding the foregoing and anything to the contrary herein stated, either Commerce or the County may terminate
this Agreement at any time whatsoever (during the Initial Term or any Renewal Term), and for any reason whatsoever
(with or without cause), by providing the other party with thirty (30) days' prior written notice of such termination. The
effective date of any such termination (the "Termination Date ") will in all cases be thirty (30) days from the date such
notice was given (as determined under Section 11). Effective immediately on the Termination Date, the then - current
Term of the Agreement (whether the Initial Term or any Renewal Term) shall automatically terminate.
a. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement immediately, and without
notice, upon the occurrence of any one or more of the following events, whereupon the obligations of Customer
arising hereunder and/or under the Commercial Accounts shall automatically become immediately due and payable in
full (except as otherwise provided by law):
(i) Dissolution or liquidation of the other party; or
(ii) Insolvency of the other party; or the institution by or against the other party of any bankruptcy or
insolvency proceeding; or the appointment of a receiver or trustee for the other party; or the other party
enters into an arrangement with, or for the benefit of, its creditors; or
(iii) Any material adverse change in the financial condition of the other party; or
(iv) Any default hereunder, or breach of the obligations undertaken herein, or in any other agreement by and
between the parties hereto; or
(v) Upon the occurrence of any event in any agreement which would allow Commerce or any other person
to declare any indebtedness owing by Customer due and payable in full (and Customer shall give
Commerce immediate notice of the occurrence of such event); or
Packet Page -2203-
1/24/2012 Item 16.E.6.
(vi) A change in the ownership of Customer, or a sale of all or substantially all of the Customer's assets
8. REPORTING. Commerce will, either directly or indirectly through its third party vendors, receive data from the
n transactions made with the Commercial Accounts; such data will be delivered to Customer as specified in Addendum A
and Addendum B. Commerce will also deliver to Customer the other documents, reports and information specified in
Addenda A, B and C hereto (including, without limitation, information regarding the amounts charged to the Commercial
Accounts and the Reconciliation Reports referenced in Addendum A). Commerce shall have no responsibility or liability
for the capture, transmission, grouping, reporting, categorizing or any other act performed or required to be performed in
connection with the foregoing data that the County's vendors transmit to their merchant banks or to Commerce at the
"point of sale" or "point of transaction" (as such terms are used in the Visa International Operating Regulations, as
amended to date).
CUSTOMER LIABILITY.
A. Except for a proven Unauthorized Charge, the Customer shall be solely liable for the payment of all charges incurred
in the use of Commercial Accounts except as provided in paragraph B below.
B. The Customer shall not be liable for the payment of charges incurred in the use of Commercial Accounts if such
charges relate to:
1. Charges waived as set forth in Visa Waiver of Liability or MasterCard Zero Liability documentation, as
amended from time to time;
2. Commercial Account transactions after the original closure request date for a Commercial Account where the
request by the Customer was made in accordance with the terms of this Agreement during normal business
hours; or
3. The use of a stolen Commercial Account number if the Commercial Account number is reported stolen via
facsimile, electronic mail or telephone as provided in this Agreement within twenty-four (24) hours after the
Customer, including, without limitation, any Account Holder, acquires actual knowledge of the theft of the
Commercial Account number; provided that if the Commercial Account number is not reported stolen within
such time frame, the Customer shall be liable for all charges associated with the stolen Commercial Account
number until the date the Customer notifies Commerce of such theft.
n 10. ASSIGNMENT. Neither party shall sell, assign or transfer this Agreement or any part thereof without the prior written
consent of the other party; provided, however, Commerce may, without the consent of the Customer, assign any or all of
its rights and obligations under this Agreement to its parent, any subsidiary (of Commerce or its parent), or any affiliate
(of Commerce or its parent) or to any other party pursuant to a merger, acquisition, consolidation, or reorganization.
11. NOTICES. All notices hereunder shall be in writing and shall be deemed duly given when personally delivered, when
delivered by recognized overnight courier, or, three (3) days after mailing if sent by certified or registered United States
mail, return receipt requested, postage prepaid, to the appropriate party at the address set forth below, or at such other
address as the applicable party may indicate from time to time in writing. Notice hereunder shall be sent:
If to Commerce: If to Customer:
Commerce Bank Collier County, Florida
Purchasing Department
Attn: Commercial Card Services Attn: Catherine Bigelow
811 Main Street 3327 East Tamiami Trail
Kansas City, MO 64105 Naples, FL 34112
And to:
Clerk of Courts Finance
General Operations Manager
3299 Tamiami Trail East, Suite 403
Naples, FL 34112
Communications with Commerce concerning disputed billings shall be made by mail to Commercial Card Services, 811
Main Street, Kansas City, Missouri 64105 or by phone at 800 - 892 -7104.
12. CONFIDENTIALITY. Commerce and Customer will keep strictly confidential and will not use or disclose to any third
n party or to any employee, officer, director or agent (except on a need to know basis) for any purpose whatsoever (other
than as contemplated herein or for a business evaluation of the Program performed by either party) all or any portion of
the contents of the Program, including but not limited to, any of the terms of, conditions of or other facts concerning the
Program and any written or oral information fumished by Commerce or by Customer which is either nonpublic,
Packet Page -2204-
1/24/2012 Item 16.E.6.
confidential or proprietary in nature unless such use or disclosure is mutually agreed upon in writing by Customer and
Commerce; provided, however, Customer understands and acknowledges that affiliates of Commerce and vendors of
Commerce will assist in the• implementation and maintenance of, and provision of various services under, the Program. In
the event Customer is subject to a Public Record Law, Customer shall comply with the provisions of this Confidentiality n
paragraph only to the extent that such compliance is in accordance with the applicable Public Record Law.
13. INDEMNITY.
a. To the maximum extent permitted by Florida law, Commerce shall indemnify and hold harmless Customer, its
officers and employees from any and all liabilities, damages, losses and costs (including, but not limited to,
reasonable attorneys' fees and paralegals' fees) (collectively, "Damages ") incurred by Customer or such officers
and employees to the extent caused by the gross negligence, recklessness, or intentionally wrongful conduct
(collectively, "Significant Fault ") of Commerce or anyone employed or utilized by Commerce in the
performance of this Agreement.
b. To the maximum extent permitted by Florida law, the Customer shall indemnify and hold harmless Commerce,
its officers and employees from any and all Damages incurred by Commerce or such officers and employees to
the extent caused by the Significant Fault of Customer or anyone employed or utilized by the Customer in the
performance of this Agreement.
C. Notwithstanding the foregoing, neither Customer nor Commerce shall have any obligation whatsoever to the
other to defend, hold harmless or indemnify such other party or the officers, directors, agents or employees of
such other party with respect to either party's own acts of ordinary negligence or against any third party claims,
arising from or related to the Program or this Agreement.
14. MISCELLANEOUS.
a. Relationship: Nothing contained in this Agreement shall be construed to create any relationship for brokerage,
agency, joint venture, partnership or employment between Commerce and Customer.
b. No Implied Waivers: The rights of any party under any provision of this Agreement shall not be affected by its
prior failure to require the performance by the other party under such provision or any other provision of this
Agreement, nor shall the waiver by any party of a breach of any provision hereof constitute a waiver of any
succeeding breach of the same or any other provision or constitute a waiver of the provision itself. A waiver of
any right or obligation hereunder must be in writing and signed by the parties to this Agreement.
C. Remedies: In the event that either party breaches or violates any of the obligations contained in this Agreement,
and in addition to the rights and remedies otherwise provided in this Agreement, the other party shall be entitled
to exercise any right or remedy available to it either at law or in equity, including without limitation, termination
of this Agreement, damages and injunctive relief. The exercise of any right or remedy shall be cumulative.
d. Complete Agreement: Amendments: Notwithstanding. anything to the contrary herein (including, without
limitation, Section 16 of this Agreement), (i) this Agreement constitutes the complete understanding between the
parties hereto with respect to the subject matter hereof, (ii) all prior oral or written communications and
agreements with respect thereto are superseded and (iii) in the event of any inconsistency between this
Agreement and any other agreements or documents relating to the transactions contemplated herein, this
Agreement shall control. No alteration, amendment or modification of any of the terms and provisions in this
Agreement shall be valid unless made pursuant to an instrument in writing signed by the parties hereto.
e. Successors and Assigns: All the terms and provisions of this Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and permitted assigns.
f. Severability: The invalidity or unenforceability of any one or more portions, sentences, clauses or paragraphs in
this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement or any
part thereof
g. Force Majeure. Neither party shall be in default of this Agreement to the extent that performance of its
obligations (other than, with respect to Customer, any of Customer's payment obligations hereunder) is delayed
or prevented by reason of any act of God, war, terrorism, fire, explosion, flood, act of government or any act or
omission of a third party, including, but not limited to, telecommunications carriers and utilities or any other
matter beyond its reasonable control.
h. Governing Law: Venue: This Agreement shall be governed, construed, and enforced according to the conflict -of-
law rules of the State of Florida, to the extent a conflict exists between the laws of Missouri and Florida. Venue
in all actions or proceedings hereunder shall be in Collier County, Florida or the United States District Court for
the Middle District of Florida.
i. Patriot Act/ OFAC: Other Laws: Commerce complies with the USA Patriot Act and laws administered by OFAC
(The Office of Foreign Assets Control). These laws mandate that Commerce verify certain information about
customers. Commerce reserves the right, at any time, to request information that may assist Commerce in
compliance with these laws. Customer agrees to promptly provide such information as requested by Commerce,
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1/24/2012 Item 16.E.6.
including, without limitation, information about Account Holders. In addition, Customer covenants to comply
with any mandatory state or local laws applicable to Customer relating to this Agreement, including, without
limitation, any laws relating to appropriations or budgets.
Survival: Notwithstanding anything to the contrary herein Sections 5 6(b) 9 11 12 13 14 16 and 17 shall
J • g yt g �3' � � >
survive the termination of this Agreement.
15. LIMITATIONS. Commerce and Customer agree that:
a. Commerce shall not be liable for any losses, claims, or liabilities incurred by Customer that arise from any third party's
refusal to honor and /or make use of any Commercial Account.
b. Customer agrees that Customer will not use any Commercial Account for any purpose that has been deemed illegal.
16. LOI PROCESS. Customer hereby represents, warrants and acknowledges that (i) this Agreement was validly established
pursuant to that certain Letter of Interest, titled LOI10- 5562 -E Payables, issued by Customer (the "LOI "); (ii) Customer
evaluated the submissions of Commerce and certain other vendors pursuant to a competitive solicitation process
established under the LOI; and (iii) based on said evaluation, Customer chooses to award the contract under the LOI to
Commerce.
17. JOINT AND SEVERAL LIABILITY. Notwithstanding anything to the contrary contained herein, by signing this
Agreement, each of the County and the Custodian hereby jointly and severally agrees to all of the provisions hereof, and
all obligations of Customer under this Agreement shall be joint and several. In particular, without limitation, each of the
County and the Custodian is responsible for the payment of all fees and for charges made to each Commercial Account of
Customer as described in this Agreement regardless of the benefit received by the County or the Custodian.
18, SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this
Agreement is subject to appropriation by the Board of County Commissioners of the County.
19. EFFECTIVE DATE. Notwithstanding anything else contained herein to the contrary, this Agreement will be subject to
Commerce performing due diligence and credit investigations and will be effective only upon execution by Commerce as
of the date shown below (the "Effective Date ").
[Signatures are on the following page.]
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1/24/2012 Item 16.E.6.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized officers of the parties hereto.
"Commerce" "Customer"
Commerce Bank
By:
Title:
Effective Date:
Approved as to form and
legal sufficiency:
Assistant County Attorney
Print Name
Board of County Commissioners of Collier County,
Florida
By:
Name: Fred W. Coyle, Chairman
1/WIgHL a. DrVL:K, %.Lerx or k.ouns, m nls capacity as the
Custodian
ATTEST:
Dwight E. Brock, Clerk of Courts
By: _
Dated:
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k-... -j
1/24/2012 Item 16.E.6.
ADDENDUM A
Pricing and Payment Schedule
1. Revenue Share.
(a) Commerce will pay the County a revenue share on a monthly basis.
Packet Page -2208-
Pricing Term
The pricing outlined herein will expire in 60 days from January 17, 2012 unless an Accounts Payable Agreement is executed
For each payment not received by the payment due date shown on the billing statement, a late fee ( "interest') will be charged. Interest for the
Late Fee for Central Bill
respective Commercial Account will be 1.0% per month on the amount past due. Any overdue period of less than one month is considered as one
Accounts
month in computing such interest. Unpaid interest is compounded monthly. For purposes of this paragraph, the term "1 month" means a period
beginning on any day of one month and ending on the same day of the following month.
Visa and MasterCard purchases made in currencies other than U.S. Dollars will be converted to U.S. Dollars under regulations established by Visa
International and MasterCard International. Visa conversion will be at a rate selected by Visa from the range of rates available in wholesales currenc,
markets for the applicable central processing date, which may vary from the rate Visa itself receives, or the government - mandated rate in effect for
International Service Fee
the applicable central processing date. MasterCard conversion rate will be selected by MasterCard, typically either a government - mandated rate or a
wholesale rate provided to MasterCard. Conversion to U.S. Dollars may occur on a date other than the date of the transaction. Therefore, the
conversion rate may be different from the rate in effect at the time of the transaction. Customer agrees to pay the converted amount, plus an
international service fee in the amount of 1% of the transaction amount on purchases. For purchases made in U.S. dollars outside of the United State;
and its territories, Customer agrees to pay the transaction amount plus a 1% service assessment fee.
ACH Return
$29 each after first occurrence
Statement Reprinting
Free through certain software products selected by the County.
Commerce Bank uses a "train the trainer" model. General training occurs with either in- person or WebEx/Phone training
with the Program Administrators. The Program Administrators, in turn, train the system users on the chosen reporting and
maintenance application.
Software Initial Training
Additional Program Administrator training can be conducted via WebEx/Phone at no additional charge.
Training provided by Commerce to system users, other than the Program Administrator(s), via WebEx/Phone will be
charged at $250/hour.
Reporting and Maintenance Tool Options
Implementation Fee **
Controll'a-s Advanced
$5,000 WAIVED
Annual Maintenance Fee **
$500 WAIVED
Routine maintenance and upgrades
NO CHARGE
Initial web -based or phone training for
NO CHARGE
Administrators*
AP File Layouts
Standard — No Charge
. Custom — in those instances where this effort will generate a cost over $3,000, Commerce will obtain a
price quote for Customer.
Reconciliation Reports
Customized Programming
Standard — No Charge
. Custom — Commerce will obtain a price quote for Customer.
Other Custom Programming
. Commerce will obtain a price quote for Customer unless development is mutually agreed upon by
Customer and Commerce.
Payment Schedule
Commerce will generate a billing statement on a periodic
basis as outlined below. All amounts owing on the Commercial Account, including fees and charges, shall be due and payable
in full on a grace period as outlined below, after the date of
such statement. The statement will be transmitted to Customer via U.S. Mail or made available by an alternative means as
agreed upon by both parties.
Billing
Weekly 3 AutoPay
REVEINVESTIARINI4G
1. Revenue Share.
(a) Commerce will pay the County a revenue share on a monthly basis.
Packet Page -2208-
1/24/2012 Item 16.E.6.
(b) Total Monthly Net Volume is defined as gross purchases less credits and fraudulent transaction amounts.
(c) Monthly payments are based on the matrix schedule below. Payment tiers are calculated on total monthly net volume.
Accounts Payable Program: Weekly billing, 3 day Brace
2. Adiustina Revenue Share.
(a) Commerce will suspend revenue share payments for Central Billed accounts that become delinquent.
(b) In addition, Commerce reserves the right to withhold or alter revenue share payments if any of the following instances
occur:
(i) If the average transaction (the gross dollar amount of purchases divided by total number of transactions) is
below $750; provided, however, that this Section 2(b)(i) shall not apply until the one -year anniversary of the
Effective Date of this Agreement.
(ii) If Customer's average Interchange Rate falls below 2.25 %.
(iii) If Interchange Rates are significantly altered by Visa and / or MasterCard.
(iv) Commerce may adjust Revenue Share dollars resulting from fraudulent transactions.
(c) Large Ticket Interchange (LTI) and Level 3 Interchange (L3) volume will be paid on the following levels. LTI 40%
and L3 60 %.
(d) Commerce may (without written notice) adjust the revenue sharing percentages, as provided below, at the end of each
calendar quarter following the Agreement Effective Date.
(i) Adjustments are based on the Prime Rate, as published in The Wall Street Journal "Money Rates" column on
the last business day of the month immediately preceding the first day of the applicable billing cycle.
(ii) Adjustments to revenue share based on Prime Rate fluctuations are not applicable while Prime Rate remains
at, or below, the established 4.00% floor.
(iii) When the Prime Rate exceeds 4.00 %, Commerce will adjust the revenue share percent payable using the
grid below. Commerce will use the same grid to determine subsequent revenue share adjustments should the
Prime Rate increase or decrease from any newly established Prime Rate level in future quarters.
(iv) The Established Prime Rate at the time of this contract is 3.25 %.
For example, if Prime Rate is 5.00% at the end of a calendar quarter and the Customer has
a Weekly Billing Cycle and a 3 -Day Grace Period, Commerce will reduce percentages in all revenue
share tiers by 2 basis points (0.02 %).
* *All line items noted with a " * *" are the costs associated with establishing the Program as referenced in Parag=raph 7 of the Agreement
[Signatures are on the following page.]
Packet Page -2209-
$0 — $833,332
$0 — $7,999,999.99
125 bps
$833,333 - $2,083,332
$10,000,000 - $24,999,999.99
132 bps
$2,083,333 - $4,166,666
$25,000,000 - $49,999,999.99
140 bps
$4,166,667 - $6,249,999
$50,000,000 - $74,999,999.99
146 bps
$6,250,000 - $8,333,332
$75,000,000 - $99,999,999.99
150 bps
$8,333,333+
$100,000,000+
153 bps
2. Adiustina Revenue Share.
(a) Commerce will suspend revenue share payments for Central Billed accounts that become delinquent.
(b) In addition, Commerce reserves the right to withhold or alter revenue share payments if any of the following instances
occur:
(i) If the average transaction (the gross dollar amount of purchases divided by total number of transactions) is
below $750; provided, however, that this Section 2(b)(i) shall not apply until the one -year anniversary of the
Effective Date of this Agreement.
(ii) If Customer's average Interchange Rate falls below 2.25 %.
(iii) If Interchange Rates are significantly altered by Visa and / or MasterCard.
(iv) Commerce may adjust Revenue Share dollars resulting from fraudulent transactions.
(c) Large Ticket Interchange (LTI) and Level 3 Interchange (L3) volume will be paid on the following levels. LTI 40%
and L3 60 %.
(d) Commerce may (without written notice) adjust the revenue sharing percentages, as provided below, at the end of each
calendar quarter following the Agreement Effective Date.
(i) Adjustments are based on the Prime Rate, as published in The Wall Street Journal "Money Rates" column on
the last business day of the month immediately preceding the first day of the applicable billing cycle.
(ii) Adjustments to revenue share based on Prime Rate fluctuations are not applicable while Prime Rate remains
at, or below, the established 4.00% floor.
(iii) When the Prime Rate exceeds 4.00 %, Commerce will adjust the revenue share percent payable using the
grid below. Commerce will use the same grid to determine subsequent revenue share adjustments should the
Prime Rate increase or decrease from any newly established Prime Rate level in future quarters.
(iv) The Established Prime Rate at the time of this contract is 3.25 %.
For example, if Prime Rate is 5.00% at the end of a calendar quarter and the Customer has
a Weekly Billing Cycle and a 3 -Day Grace Period, Commerce will reduce percentages in all revenue
share tiers by 2 basis points (0.02 %).
* *All line items noted with a " * *" are the costs associated with establishing the Program as referenced in Parag=raph 7 of the Agreement
[Signatures are on the following page.]
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1/24/2012 Item 16.E.6.
IN WITNESS WHEREOF, this Addendum A has been executed by the duly authorized officers of the parties hereto and
this Addendum A supersedes any prior Addendum A.
'^ "Commerce"
"Customer"
Commerce Bank
Board of County Commissioners of Collier County,
Florida
By:
By.
Title:
Name: Fred W. Coyle, Chairman
Effective Date:
Dwight E. Brock, Clerk of Courts, in his capacity as the
Custodian
Approved as to form and
legal sufficiency:
Assistant County Attorney
Print Name
ATTEST:
Dwight E. Brock, Clerk of Courts
By: _
Dated:
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_—,
1/24/2012 Item 16.E.6.
ADDENDUM B
Election of On -Line Services
Customer has elected certain On -Line Service(s) (each a "Service," collectively, the "Services. ") The Services are Internet oo�
based customer service offerings that enable Customers to inquire about accounts and transaction information, submit
account change requests and download information about accounts, among other capabilities. The terms and conditions of
the Agreement, including, without limitation, the provisions regarding Indemnification and Liability, govern the use of
each Service. Customer understands and accepts the risks inherent in the use of the Internet for each Service, including the
potential for the risk of loss. Except as may otherwise be provided in paragraph 9 of the Agreement, Commerce is not
responsible for any loss associated with the Customer's use of any Service. By electing a Service, Customer agrees to pay
the fees associated with the Service as listed in Addendum A. In addition, Customer agrees to use each Service only as
provided in the User Guide relating to the Service in effect from time to time (the "User Guide ") and according to the
provisions contained in the Service License Agreement, if any, between Customer and the Service provider.
Use of any Service will require a user name and password. Customer acknowledges that Commerce is entitled to rely on
the use of the user name and password as authorization for any transaction initiated using each Service. Customer is
responsible for all transactions initiated or authorized using any Service. The password Customer selects is for its use and
protection. Customer agrees to: (a) not disclose the password or otherwise make it available to anyone else; (b) use the
password as instructed in the User Guide; (c) be liable for the password and for its use as described in the Agreement
and/or the User Guide.
If Customer permits any person other than the Administrator to make use of any Service to perform any duty or
responsibility of the Administrator, Customer will have authorized that person to act as an Administrator and
authorized access to accounts as allowed for by the Administrator. Customer will be responsible for all
transactions initiated or authorized by that additional or new Administrator using any Service. In addition,
Customer must execute and deliver proper documentation authorizing this additional or new Administrator to act
for and on behalf of Customer, and Customer must provide such other documentation as may be requested by
Commerce.
Documents and other reports and information with respect to the Commercial Accounts (including, without limitation, the
Reconciliation Reports identified in Addendum A of the Agreement) that are available pursuant to the On -Line Services
may be downloaded by Customer to disk to meet public records and retention laws.
[Signatures on the following page.]
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1/24/2012 Item 16.E.6.
IN WITNESS WHEREOF, this Addendum B has been executed by the duly authorized officers of the parties hereto and
this Addendum B supersedes any prior Addendum B.
n "Commerce" "Customer"
Commerce Bank
By:
Title:
Effective Date:
Approved as to form and
legal sufficiency:
Assistant County Attorney
Print Name
Board of County Commissioners of Collier County,
Florida
By:
Name: Fred W. Coyle, Chairman
Dwight E. Brock, Clerk of Courts in his capacity as the
Custodian
ATTEST:
Dwight E. Brock, Clerk of Courts
By: _
Dated:
Packet Page -2212-
FORM A
Form of Scope of Services under the Accounts Payable Program
Implementation Specialist
1/24/2012 Item 16.E.6.
• Upon execution of the Agreement, Commerce will assign an "Implementation Specialist" dedicated to
implementing the County's Program.
• The Implementation Specialist acts as the project manager and day -to -day contact throughout the
implementation process.
• The Implementation Specialist shall also oversee certain other activities and tasks during the implementation
process, which shall include the following:
o Management of the vendor - enrollment process during implementation
o Working with newly enrolled vendors to ensure proper participation
o Facilitation of initial and subsequent training of Program Administrators on Commerce interface
o Coordination with a "Relationship Manager ", who will begin to oversee the County's Program during
or shortly after the Transition Period (as defined on the last page). The Implementation Specialist and
the Relationship Manager will provide the County an account review during or shortly after the
Transition Period. Thereafter, the Relationship Manager will establish with the County a scheduled
account review that may occur as often as quarterly.
Additional General Information Regarding Vendor Enrollment
• The County will provide Commerce with a list of vendors to contact for enrollment in the Program. The
County will rank the vendors by volume.
• Commerce will input vendor information and assign one or more "Enrollment Specialists ", who will be part
of an "Enrollment Team ", to facilitate the vendor - enrollment process.
• Unless instructed otherwise by the County, the Enrollment Team will follow a "top down" routine, calling on !�
the largest vendors first (as ranked by the County as provided above), thus securing higher return.
• A vendor search will be performed before each call to identify historical vendor participation.
• Commerce will prepare for the County's approval a customized letter describing the Program for the County's
vendors. Commerce may provide such approved letter to those vendors who request a written Program
description.
• Commerce will provide weekly enrollment reports prior to the Live Launch (as defined on the last page).
Following the Live Launch, Commerce will provide enrollment reports as often as may be determined by
Commerce in its reasonable discretion.
Relationship Management
Commerce will assign a "Relationship Management Team ", which will begin to oversee the County's Program during
or shortly after the Transition Period. The Relationship Management Team will consist of a Relationship Manager and
may also include the following categories of Commerce personnel:
• Project Manager(s)
• Implementation Specialist(s)
• Systems Technology Expert(s)
• Customer Service Support Desk Personnel.
The number of personnel assigned to any given area of expertise will be determined by Commerce.
The Program Administrator Center shall be available to the County during the hours of 8:00 am — 5:00 pm CST.
The Cardholder Support Center will be available 24 hours a day, 7 days a week, and 362 days a year (closed on
Thanksgiving, Christmas, and New Year's Day).
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1/24/2012 Item 16.E.6.
Implementation Process
The implementation process is described below in general terms. Timeframes provided are estimates only and, in
any case, are dependent on the timely receipt of County - provided data and information necessary for Commerce to
implement the Program.
Week One: Program Kickoff Call
• Program Plan & Parameters
• Implementation Team Introductions
• Program Overview, including draft reports
• Identify the County's Program Goals
• Obtain Program Specifications
• Vendor Enrollment Methodology & Vendor List Criteria
• Provide AP Payment File Specifications
• Setup Reoccurring Call
Week Two: Reoccurring Call
• Program Parameters
• Validate Program Specifications
• Confirm AP Payment File Specification
• Establish Target Date for Test AP Payment File Validation
• Obtain Vendor Letter Content /Design Approval
Week Three: Reoccurring Call
• Program Rollout
• If AP Payment Test File is Validated, Vendor Enrollment Campaign is Initiated
• First Vendor Enrollment Update Provided on Friday
Week Four: Reoccurring Call
• Program Review and Training
• ControlPay Advanced Training
• Vendor Enrollment Update Provided on Friday
For a successful implementation, Commerce requires the assistance and involvement of at least the following County
personnel or their designees /equivalents. All time estimates below are approximations only.
• Accounts Payable Clerk — 1 hour per week
• Runs day to day accounts payable activities
• Will be training on ControlPay Advanced
• Manages general vendor activity /communication
• Director of Finance —1 hour /kickoff call
• Business Manager —1 hour /kickoff call
• ERP Support Staff —1 hour /kickoff call
o Maybe involved in generating CPA Payment Test File
• The County may assign additional staff at its discretion.
Commerce estimates that it will have the Program established on its systems in as few as ten business days from the
date of the Kickoff Call (the "Kickoff Period "), subject to the County's cooperation at all times prior to and following
the Live Launch. Assuming that the County is able to provide a vendor list (Vendor Name, Vendor ID, Telephone
Number and Annual spend) and that the CPA Payment Test File is produced and validated during the Kickoff Period,
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1/24/2012 Item 16.E.6.
Commerce estimates that the Live Launch will occur in as few as ten business days from the last date in the Kickoff
Period.
n
When all of the above implementation steps are completed and the first payment is made to an enrolled vendor, the
Implementation Specialist will coordinate the ControlPay Advanced training session with the Program Administrator.
At the completion of such training, the Program will be considered fully implemented (the "Live Launch ").
The Implementation Specialist will continue to work with the Program Administrator for approximately three months
following the Live Launch (the "Transition Period ") to ensure that all aspects of the Program are running as expected
and that comprehension of the ControlPay Advanced application is in place.
At the end of the Transition Period, the Program will be formally transitioned to the Relationship Manager who will
continue to work with the County throughout the duration of the County's Program.
Once the Program has transitioned to the Relationship Manager, Commerce recommends a scheduled review of the
vendor list to ensure that all enrolled vendors are activated for payment and that newly signed vendors are provided
to the Enrollment Team for contact.
Under no circumstances will Commerce allow cash advances on any Commercial Account.
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