HomeMy WebLinkAboutReso 2019-2946 RESOLUTION NO. 2019 - 2144
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING A FIRST
AMENDMENT TO THE AGREEMENT WITH TD BANK, N.A. FOR
BANKING SERVICES; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, in April 2014, City issued Request for Proposals ("RFP") No. 14-04-02 for
banking services to include, but not limited to, deposits, check payments, payroll checks, ACH
processing, wire transfers, and corporate credit cards ("Banking Services"); and
was the
received three (3) responses es and determined that TD Bank
WHEREAS, the City p
lowest responsible and responsive bidder; and
WHEREAS, on June 14th, 2014, via Resolution No. 2014-2242, the City Commission
awarded RFP No. 14-04-02 to,and entered into a five(5)year Agreement with,TD Bank to provide
Banking Services to the City; and
WHEREAS, City staff have expressed their satisfaction with the services rendered by TD
Bank and wish to renew the Agreement for an additional five (5) year term;, and
WHEREAS, TD Bank is desirous to continue providing said Banking Services; and
WHEREAS,the City now wishes to approve a First Amendment to the Agreement with TD
Bank,N.A. for continued Banking
1 d Services for an additional five (5) year term, attached hereto as
Exhibit"A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of First Amendment. The City Commission approves a First Amendment
for an additional five(5)year
TD Bank,N.A. for continued BankingServices o
to the Agreement with
g
term, attached hereto as Exhibit "A".
City Manager.2.
Authorization of Mana er. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
o
n
Section 3. Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED this 20a day of Ju' e 2019.
George • . Scholl, Mayor
R2019 TD Bank Renewal Letter RFP 14-04-02 - 1 -
•
ATTEST:
Mauricio Betancur, C C, City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Edward A. Dion, City Attorney
Moved by: Cn1AWl
s44onc0
GOitiVIAPI
Seconded by: V16E 0496 51,10-(114
Vote:
Mayor Scholl v (Yes) (No)
Vice Mayor Svechin I (Yes) (No)
Commissioner GoldmanYes o
( ) (N )
Commissioner Lama — (Yes) (No)
Commissioner Viscarra /(Yes) (No)
R2019 TD Bank Renewal Letter RFP 14-04-02 -2-
f' FIRST AMENDMENT TO THE AGREEMENT BETWEEN
=
THE CITY OF SUNNY ISLES BEACH AND TD BANK N.A. FOR
�..o,sot.. BANKING SERVICES CONTRACT NO. 2019-1314
This First Amendment to the Agreement between the CITY OF SUNNY ISLES BEACH
("City")and TD BANK,N.A.("Contractor")executed this day of ,2019,
is made a part of the original Agreement ("Agreement") dated July 14, 2014, Contract No. 1314-068
(the "Agreement"), attached hereto as Exhibit"A" and incorporated herein by reference, between the
City, whose Federal Identification # is 01-0137770. The City and Contractor hereby agree as follows:
1. OPTION TO RENEW. The City hereby wishes to exercise its option to renew the Agreement
for an additional five(5)year term in accordance with Section 3 of the original Agreement. This First
Amendment shall become effective upon being signed by both Parties.
t
2. EFFECTIVE DATE OF RENEWAL TERM. The Effective Date of this First Amendment
shall commence July 15, 2019 and shall terminate no later than July 14, 2024.
3. COMPENSATION. Effective July 15, 2019, the Parties wish to amend Section 5 of the
P
(Agreementnal
Original ("Compensation") to include a five percent (5%) increase over the pricing
established in the original Pricing Pro Forma form 2014. The increase is in the form of Service Fees,
and an updated Pricing Pro Forma is attached hereto as Attachment"B"and incorporated herein.
4. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES.
Pursuant to Florida Statutes Section 215.4725, contracting with any entity that is listed on the
Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited.
Contractor must certify that the company is not participating in a boycott of Israel. Any contract for
goods or services of One Million Dollars($1,000,000)or more shall be terminated at the City's option
if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria after July
1, 2018.
Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the
company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of
Israel. Contractors must submit the certification that is attached to this agreement as Attachment"C".
Submitting a false certification shall be deemed a material breach of contract. The City shall provide
notice, in writing, to the Contractor of the City's determination concerning the false certification. The
Contractor shall have ninety (90) days following receipt of the notice to respond in writing and
demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's
determination of false certification was made in error, then the City shall have the right to terminate
the contract and seek civil remedies pursuant to Florida Statute Section 215.4725.
specifically modified all
5. OTHER PROVISIONS REMAIN IN EFFECT. Except. as sp yherein,
terms and conditions of the original Agreement between the parties, dated July 14, 2014, shall remain
in full force and effect.
6. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions
contained in this Second Amendment shall prevail and be given superior effect and priority over any
conflicting or inconsistent terms, statements, requirements or provisions contained in any other
document or attachment, including but not limited to Attachments"A", "B", and"C".
C 2019-1314 -TD Bank,N.A.—Amendment 1
Page 1 of 6
City,of Sunny Isles Beach 18070 Collins Avenue,Sunny Isles Beach, Florida 3316.0.
(305)947-0606 phone(305)949-3113.Fax
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IN WITNESS WHEREOF, the parties hereto have executed this dOeurnent as of the date
mentioned above.
WITNESS: TD BANK,National Association
✓Iis� 4:44,
igna 11
�1r� BY: IA.r J1 1, v cum VP
(� ��
IV. Y. _ 1 Pamela Ramkalawan,VP Government Banking
Print Name
C 2019-13144D Bank,N.A.—Amendment 1
Page 2 00
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
ATTEST CITY OF SUNNY ISLES BEACH
I t
BY: ` ��� BY:
Mauricio k;etan ur, CMC, City Clerk Christop r J. Russo,City Manager
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
B ' .c/`ir� .� L� BY: 6 ,4 ( &
Dec, 2;v0,..
ead Edward A. Dion, City Attorney
•
C 2019-1314-TD Bank,N.A.—Amendment 1
Page 3 of 6
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Attachment A
Original Agreement
C 2019-1314-TD Bank,N.A.—Amendment 1
Page 4 of 6
CITY OF SUNNY ISLES BEACH AGREEMENT
WITH TD BANK FOR BANKING SERVICES
•
CONTRACT NO. 1-614* O.lo$
THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement")
is made in duplicate, this / l -day of . 2014, by and between the CITY
OF SUNNY ISLES BEACI Florida, ( einaf r referred to as "City"), and TD BANK, N.A.
• a corporation authorized to do business in the State of Florida (hereinafter referred to as "Bank")
whose Federal I.D. # is DI — 01-3/770 •
RECITALS
WHEREAS, the City issued Request for Proposals No. 14-04-02 ("RFP") for banking
services to handle operating cash including, but not limited to. deposits. check payments, payroll
checks. ACH processing and wire transfers ("Services"); and
•
WHEREAS. the Bank responded to the RFP by submitting a proposal and
"Supplemental Certification" in response thereto (together, the "Proposal"), including but not
limited to the Bank's Cash Management Master Agreement ("CMMA") and associated service
appendices. (together. the" Bank Forms of Agreement"); and
WHEREAS, the Bank was selected by the City as the lowest responsible and responsive
bidder in response to the RFP; and
WHEREAS, the Bank shall provide the Services to the City as set forth and delineated in
the REP. the Bank's Proposal and the Bank Forms of Agreement copies of which are attached
hereto as Exhibits and incorporated herein by reference.
NOW THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration. the receipt and adequacy of which are hereby acknowledged, the City
and Bank hereby covenant and agree as follows:
1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement
and made a part hereof for reference.
2. SERVICES. The Services performed by Bank shall consist of the following:
(a) Each of the specific requirements, terms and conditions set forth in the RFP (attached
hereto as Exhibit C), which is hereby incorporated by reference in its entirety;
(b) Each of the services, terms and conditions set forth in the Proposal (attached hereto as
Exhibit B) as well as the Bank Forms of'Agreement (attached hereto as Exhibit C)
and hereby incorporated by reference in their entirety; and
(c) Unless the context requires otherwise, all references to "this Agreement" and use'of
the terms "herein". "hereby", "hereto", "hereunder" and the like shall be deemed to
include this Agreement, the Proposal, the Bank Forms of Agreement, the RFP and
any other related documents (collectively, the "Contract Documents") ; and
(d) Any inconsistency between any of the Contract Documents shall be resolved in the
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following descending order of priority:
111
Cite of Sunny Isles Beach 18070 Collins Avenue. Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305)949-3113 Fax
I. First, this Agreement;
2. Second, the Bank Forms of Agreement (including the CMMA, the Business
Deposit Account Agreement and the ACH Block & Filter Agreement, all
attached hereto as Exhibit A);
3. Third, the Proposal (attached hereto as Exhibit B);
4. Fourth, the RFP (attached hereto as Exhibit C); and
5. Fifth, any other relevant documents.
3. TERM. The term of this Agreement shall have an initial term of five (5) years with an
effective start date of July 1, 2014. Thereafter, the parties may extend the term of this
Agreement for an additional five (5) year renewal term, by mutual written consent at any time
prior to the expiration of the initial term of this Agreement. In the event the services are
scheduled to end because of the expiration of the existing initial term or renewal term, the Bank
shall continue to provide the services to the City, upon the City's request, for an extended period
not to exceed ninety (90) days. The Bank shall be compensated for services during this
extension period at the rate(s) in effect when the City invokes this extension clause.
4. TERMINATION AND REMEDIES FOR BREACH.
A. If, through any cause within reasonable control. the Bank shall fail to fulfill in a
timely manner or otherwise violate any of the covenants, agreements or
stipulations material to this Agreement, the RFP, or the Proposal, as well as the
Bank Forms of Agreement, City shall have the right to terminate the Services then
remaining to be performed. Prior to the exercise of its option to terminate for
cause, the City shall notify the Bank of its violation of the particular terms or
conditions alleged to have been violated and grant Bank ten (10) days to cure such
default. If the default remains uncured after ten (10) days the City may terminate
this Agreement.
(i.) In the event of termination for cause. (a) all finished and unfinished
documents, data and other work product prepared by Bank shall be delivered
to the City, subject to the Bank's right to retain copies of documents, data and
other work product in accordance with Bank record retention policies and
procedures as well as applicable laws and regulations relating to the retention
of records, (b) and the City shall compensate the Bank for all Services
satisfactorily performed prior to the date of termination.
B. Termination for Convenience of City. The City may, for its convenience and
without cause terminate the Services then remaining to be performed at any time
by giving Bank ten (10) days written notice. The terms of subparagraph A(i) above
shall be applicable hereunder.
C. Termination for Insolvency. The City also reserves the right to terminate the
remaining Services to be performed in the event of the Bank's failure and
• appointment of the FDIC as receiver under federal receivership law.
2
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3 I 13 Fax
5. COMPENSATION. For the Services authorized in the RFP and the Proposal, the City
agrees to maintain monies on deposit with the Bank in a special cash management compensation
account, in an amount which will be at least enough to cover all of the appropriate charges for
the Services, per the Proposal's pricing section. In accordance with the Bank's Proposal, as set
forth in Exhibit B, attached hereto and incorporated herein by reference, Bank will provide the
City with an account analysis statement and will automatically credit the designated account'
monthly with any interest earned, or debit the designated account monthly for any fees incurred.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Bank hereby represents and warrants to the City 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 hereby by or against the City 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. Bank shall at all times duringthe term of
6 g 6 Y
this Agreement and during the term of any renewal or extension of this Agreement be a member
of the Federal Deposit Insurance Corporation and authorized by the Office of the Comptroller of
the Currency to operate as a national banking association.
(b) The Bank has not employed or retained any person employed by the City to solicit or
secure this Agreement and it has not offered to pay, paid, or agreed to pay any person employed
by the City 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 laws of the Ordinances and regulations of the
City of Sunny Isles Beach, Miami-Dade County, and the State of Florida, and covenants that the
Bank will fully comply in all material respects with the terms of said laws.
(d) At the request of the Bank, the City agrees to cause its designated officials or their
designees to execute such signature cards and other signature and identification verification
documents as the Bank deems reasonably necessary for purposes of establishing appropriate
security measures in connection with the Services to be provided hereunder.
7. ASSIGNMENT AND PERFORMANCE. Neither this Agreement nor any right or
interest herein shall be assigned, transferred or encumbered without the written consent of the
other party. City may terminate this Agreement, effective immediately. if there is any
assignment, or attempted assignment, transfer, or encumbrance, by Bank of this Agreement or
any right or interest herein without City's written consent. Notwithstanding the foregoing, for
purposes of this Agreement, the City acknowledges and agrees that the acquisition of all or
substantially all of Bank's assets by another institution shall not be deemed an assignment. nor
shall the transfer of this Agreement or any of Bank's rights or obligations hereunder to an
affiliate be considered an assignment. Additionally, for any subcontracting or assignment for
3
. .
• . _ „ _
Services Requested
BALANCE SCENARIOS
Scenario-1.-All funds kept in bank
Total Balance In bank" $ 37,870,000.00 -41).Bank.,,,‘; _„
SunTrust
Average Balance tc;Offs:et Fees 1-,4,iikiiitS4;$010;600100014`,,i„4iti:, „, ,' -,$3940,328106
Actual Balance Required ilig*IT'Sti435;00:V7 878 00
ECR Rate itiwxfoirs,;,0.00,0141**4102 ;, cr.'569i• .
Excess Balance NOW&MM Rate 5,-L' 0,4WAtt0;7-$.4W- i'V"*.:
Excess Balance NOW&MM Accts ;$35,340;000:00V„ ' $33;929,671.94
Annual ECR Interest to pay fees $15/72.Ecturl.'t."1: .1,: $10 01028 : 27.00439
Annual Interest Interest Earnings 70680.00: • 50'894.51.1
Net Annual Interest Earnings arriTTM-,,
Net Annual Interest Earnings-Citibank overTD Bank $15,245.00
Effective Interest Rate 0.040%
Scenario 2-Breakeven at$8.5 million kept in bank
Total Balance in bank $ 8465,300.00
Average Balance to Offset Fees
Actual Balance Required $2 34509400 ..]?$5390,79800.`.
ECR Rate
Excess Balance NOW MM Rate 020% 015%
Excess Balance NOW&MM Accts
Annual ECR Interest to pay fees '$;;KeitivOgatyirraleegik/T:.„4 10 S
Annual Interest Earnings tgitrXkill3CDDENO'S.i., ,taTi $11 87040 $.787.46
Net Annual Interest Earnings 1r413.2.54ei 12 41124, ,737.06;
Net Annual Interest Earnings-Citibank over TO Bank $0.00
Effective Interest Rate 0.000%
Scenario 3-$20 million kept in bank
Total Balance in bank $ 20,000,000.00 if, Trut
-7_
Average Balance to Offset Fees
Actual Balance Required $5,390;798.00',
ECR Rate
Excess Balance NOW&MM Rate
Excess Balance NOW&MM Accts
Annual ECR Interest to pay fees $15;728.88 $10 2•'953.99”
Annual Interest Earningsri.,1.14V4-14,ti$41;250.00 $34140.00 i'!.$24089.51%
Net Annual Interest Earnings $44250,00 $35,482.64
• Net Annual Interest Earnings-Citibank over TD Bank $5,767.35
• Effective Interest Rate 0.029%
RFP No.14-04-02-Banking Serviies Page 3 of 3
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Sv4NY 4 • City-®f-Sunny isles Beach - -
oi .� .S; 7C LI =s:rv'd-'' :'x Sunny Isles Beach, Florida 33160
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1. jos), 'ISP sk. (305)947-0606 City Hall c� 7'1'
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' T)o,6VN (305)949-3113 Fax
• MEMORANDUM
• • TO: . The Honorable Mayor and City Commission
-
VIA:
Christopher J. Russo Ci Manager
P City
FROM: Tiffany D. Neely, Finance Director
DATE: 6/20/2019
RE: Approving a First Amendment with TD Bank for Banking
Services
RECOMMENDATION:
i I
OStaff recommends City Commission approval to enter into a renewal of
the contract with TD Bank to provide banking services for another five •
years. •
i
REASONS: I
In 2014,.the City issued RFP. 14-04-02 for banking services to handle
•
operating cash, including, but not limited to, deposits, check payments,
payroll checks, ACH processing, wire transfers and corporate credit
cards. The City received three (3) responses, including one from
Citibank and SunTrust. TD Bank,I
was determined to be the lowest •
responsible and responsive bidder. The City Commission approved
entering into an agreement for five years, with one optional five-year
renewal. This First Amendment exercises the first and final option to
• renew for the period July 2019 through July 2024.
ADDITIONAL INFORMATION:
The RFP included consideration for a fee increase based on the CPI
for"All Urban Consumers for Miami-Fort Lauderdale, FL" as published
by the U.S. Department Of Labor Statistics for 12 months ending in July
of each ear to be effective for the next contract period. TD Bank has
I O Y
requested a 5% fee increase which we are agreeable to since the CPI
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' 72 !
'
increase for this timeframe is around 9%. Even with the fee increase,
there is no expected financial impact to.the City due to the earrmings
credit rate given on average daily balances which will offset/pay for all
operating bank fees. •
O
ATTACHMENTS:
Description •
Resolution(Revised 6/20/19)
First Amendment(Added 6/20/19)
TD Bank Renewal Letter
Proforma fee schedule-current vs 5% increase
Item Number: 10.D.
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