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2021 PBA 17/18-66, Wells Fargo Bank (2)I soFINANCE DEPARTMENT — Thursday, December 20, 2018 lk! I -R! 111"I 1 11 11A The item(s) noted below is/are attached and forwarded to your office for the following action(s): F] Development Order n Mayor's signature ❑ Final Plat (original mylars) F]. Recording ❑ Letter of Credit ❑ Rendering El Maintenance Bond Safe keeping (Vault) F] Ordinance F] Deputy City Manager F1 Performance Bond F] Payment Bond F1 Resolution n City Manager Signature ❑ F] City Clerk Attest/Signature F] City Attorney/Signature Once completed, please: n Return originals to Purchasing- Department F] Return copies EJ Special Instructions: 1—i.4� r3oja4czi4ev- From SharePoint—Finance —Purchasing_Forms - 2018.doc Date MASTER BANKING SERVICES AGREEMENT This Master Services Agreement (this "Agreement")bentered into saofthe ?jb day of 2016 by and between Wells Fargo Bank, N.A. ("Bank"), and the City of Clearwater Recitals WHEREAS, the Customer requested proposals pursuant to its Request for Proposal Number 2Z^l6issued March 8,2D16("RFP");and WHEREAS, Bank submitted a proposal doted April 20, 2016' including all agreements, service descriptions, and other documents included therewith and appended thereto ("Proppsa|")inresponse tothe RFP: and WHEREAS, Customer has requested that Bank provide certainbanking and treasury management services (coUective|y>the °Senices")UnCustomer; and WHEREAS, Bank has agreed to provide the Services toCustomer, and Customer has agreed to accept the Services, upon the terms and conditions set forth in this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which, each of Bank and the Customer expressly acknowledge, each of Bank and Customer hereby agree asfollows: Agreement 1. Service Documentation. Bank shall provide, and Customer shall accept the Services pursuant to the terms and conditions of the "Service Documentation", which are expressly incorporated hereinbyneference'ondanyamnendments,whichiodude: 1.1 This Agreement; 1.2 Bank's Response tu Request for Proposal #22-16, dated April I0, 2016 ("Proposal"); 1.3 The Customer's Request for Proposal #22-16,dated March 8,2D16(the "RFp~),which .includes: 1,3.1Customer's Terms and Conditions 1.4 TheServicoDescription for each Service (each,a"Service 0asmriptimw"); 1.5 The account agreement for the deposit accounts that Customer maintains atBank (the "Deposit Agreemnent");and 1`6 User guides, which may include software, software licenses, price schedules, specifications, instructions and notices, if there iseconflict among the documents that make upthe Service Documentation, the documents will govern in the order set forth above. The Deposit Agreementand the Service Descriptions ineffect asufthe date o[this Agreement are included under Tab Gofthe Bank's Proposal 'inresponse tuthe RFP dated April IO,3016' K]M16-982 The Service Documentation constitute the entire agreement between Bank and Customer and supersedes all prior understandings, proposals or agreements regarding aService. Nocourse ofdealing orwaiver ofany right onone occasion will constitute a modification of the above referenced documents or be a waiver of that right on a subsequent occasion. 2. Services; Additional Services. Bank and Customer will agree upon the Service(s) to be provided, If Customer requests and Bank agrees to provide additional services after the date of this Agreement, which are governed by additional service descriptions, pricing or other documents, the terms and conditions thereof shall be deemed to be incorporated herein by reference without the need to either amend this Agreement or to add such service descriptions, pricing or other documents as attachments to this Agreement. �Changes to Services or Service Documentation. Bank may change the Service Description or Services offered at any time upon prior written notification. If Customer discontinues using the affected Service before the change becomes effective, it will not be bound by the change. If Customer continues to use a Service after the change becomes effective, it will be bound by the change. 4. Term and Termination. Term The initial term of the Agreement bthree (3)years, commencing on October 1, 2016 and shall continue in full force and effect until September 30, 2019^ unless otherwise terminated in accordance with the provisions of this The City shall be provided with two (2), two (2) year extension options. Said contract extensions will be subject tbpricing negotiation mmutua||yagveeaWetobothparties. Bank shall provide written notice of any request for fee increases nolater than 60days prior tothe term expiration date. Extension prices shall befirm for the extension term. Termination. Unless terminated sooner in accordance with the Service Documentation, this Agreement and all Services will continue in effect until terminated by either party, with or without cause, upon thirty (30) days prior written notice to the other party (unless a Service is terminated sooner in accordance with the Service Documentation). Bank may terminate any,Service (a) following notice to Customer of a breach of any provision of the Service Documentation and Customer's failure to cure the breach within fifteen (15) days of the date of such notice, or (b) without notice to Customer if (i) Customer is subject to a petition under the U. S. Bankruptcy Code or (ii) Bank determines in its sole discretion that a material adverse change has occurred in Customer's ability to perform its obligations under the Service Documentation. The termination of a Service will not affect Customer's or Bank's rights with respect to transactions occurring before termination. Bank will not be liable to Customer for any losses or damages Customer may incur as a result of any termination of any Service. Rights and Remedies. Either party may pursue such rights and remedies at law orinequity asmay beavailable to itaslimited or defined in this Agreement S. Compensation. The City will pay Bank num not to exceed $125,000 annually, ("Compensation") for the Services as set forth in the Proposal dated April 20, 2016, Section D, Appendix A and 0 and attachments thereto. The Compensation shall constitute full compensation for all Services that are actually performed pursuant to this Agreement, Fees for � the Services will be in accordance with the fee structure outlined inthe Proposal. If, during any Customer fiscal year (October 1—September 3U), either party notifies the other party that the Customer's expenditures are likely toexcee6theoot-to'exceedCompensation, the parties will seek to conform usage to the not -to -exceed Compensation through mutual agreement, amendment, and the Customer may seek additional funding, as necessary, at its discretion. If the parties are unable to make adequate adjustments to avoid potential exhaustion of the not - to -exceed Compensation, either party may terminate this agreement immediately upon written notice as provided for herein. Bank shall submit monthly invoices for any fees not covered by earnings credits, which Customer will promptly pay in accordance with Section 218.70 et. seq., Florida Statutes, "rhe Local Government Prompt Payment Act". Customer reserves the right to dispute any payments invoiced by Bank in accordance with Section 218.76, Florida Statutes and Customers Dispute Resolution Process. It is understood that Customer is a tax exempt entity and shall only be responsible for the payment of applicable taxes, if any, if and when it loses tax exempt status. Compensation due toBank under this Agreement issubject tothe appropriation ofsuch Compensation in each fiscal year ofthis Agreement, by Customer's governing board. If funds are not appropriated by Customer's governing board, Customer shall not heobligated topay Compensation due under this Agreement beyond those funds which have been properly appropriated. 6. Unless otherwise provided in the Service Documentation, all User Guides and software provided to Customer constitute Bank's or its vendor's confidential information ("Confidential Information"), and Customer will not acquire any ownership interest in or rights to Confidential Information as a result of Customer's use of any Sen/ice, Subject tofederal |avv and the |amm of the State of Florida related to public records disclosure, Customer will (a) maintain the confidentiality of the Confidential Information; (b) not disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise make any of it available to any person orentity, other than Customer's employees who have aneed tuuse the Confidential information |nconnection with the applicable Service; and (c) not decompUe, reverse engineer, disassemble, modify, or create derivative mxzrku of any Confidential Information. Customer will notify Bank immediately if it knows or suspects that there has been any unauthorized disclosure, possession, use or knowledge (each, an "Unauthorized Use") of any Confidential Information. If Customer (or its employees oragents) is responsible for the Unauthorized Use, Customer will, at its expense, if directed by Bank in lieu of Bank taking such action itself, promptly take all actions, including without limitation initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential information and obtain redress for any injury caused to Bank asaresult ofsuch Unauthorized Use. Bank acknowledges that the Customer issubject to public records law, including but not limited toChapter 119, Florida Statutes, and that any of the Customer's obligations under this Section may be superseded by its obligations under and requirements ofsaid laws. Bank will hold Customer Confidential Information imtrust and confidence and shall not disclose to any third party, except for disclosures to Bank representatives in connection with performing the Services orinthe performance ofthis aurequired bylaw; tufederal and state bank examiners, and other regulatory officials having jurisdiction over Bank; or as approved byCustomer authorized representatives. Public Records, Bank acknowledges that information and data itmanages aypart ofthe Services may be public records in accordance with Chapter 119, Florida Statutes and Customer public records policies. Bank agrees that prior to providing Sen/ices it will implement policies 3 (For GIB Use Only - Std -Z 14.2011) and procedures to maintain, produce, secure, and retain public records in accordance with applicable laws, and regulations. Notwithstanding any other provision of this Agreement, the Bank agrees to charge the Customer requesting public records only such fees as are permitted under Chapter 119, Florida Statutes for locating and producing public records related to this Inspection of Records; Audit. Bank shall retain all records relating to this Agreement for aperiod of at least Years following the date of their creation, All records shall be kept in h a way as will permit their inspection In uuu^mv, Customer ,cucnem the ngnz to audit contract and pricing records related to this Agreement. None of the foregoing shall provide a right for the Customer to conduct physical audits of Bank's facilities or to access Bank's systems, networks or equipment. 7. Representations and Warranties 7.1 Mutual and Warranties. Each of the parties hereto represents and warrants to the other party that: (i) such party isduly organized and in good standing in all appropriate jurisdictions; (ii) each party isfully authorized to execute and perform under this Agreement and the execution of and performance under this Agreement does not violate any law, regulation, contract or organizational document by which such party is bound; and (iii) the individual(s) executing this Agreement on behalf ofsuch party has full corporate and/or organizational authority todoso; 7.2 Customer warrants |twill not use any Service inamanner which violates any federal or state law including without limitation any sanction or control administered by the Office .ofFo/e|gn4ssetsControl or Bureau ofExport Administration. 7.3 |fCustomer employs anagent inconnection with its use Qfany Service, Customer represents and warrants to Bank that (a) Customer's governing body has duly authorized the agent and (b) Customer will exercise appropriate controls to ensure each agent so authorized does not exceed the authority so granted to it. Any communication to Bank regarding Customer's use of a Service from Customer's agent will be deemed to be a communication from Customer, and Customer authorizes Bank to communicate with Customer's agent regarding any such communication m/Service. 7.4 Neither Bank nor any software vendor makes any express or implied representations orwarranties with respect tothe Services orany software used in connection with the Services including without limitation any warranty as to the merchantability or fitness for oparticular purpose, other than those expressly set forth inthe Service Documentation. 7.5 Independent Bank Status and Compliance with the Immigration and Control Act. Bank shall remain an independent contratorand is neither agent, employee, partner, nor joint venturer o[Customer. Bank acknowledges that it)s responsiblefor complying with the provisions ofthe Immigration Reform and Control Act of1986|ocate6at 8U.S.[1324' et. seq,and regulationsne|ating thereto, aseither may beamended from time bztime, Failure to comply with the above provisions shall be considered a material breach of the Agreement. 8. Liability and Indemnification; Insurance. 4 8.1 Bank will perform each Service in accordance with reasonable commercial standards applicable business; laws, regulations and operating circulars governing the activities ofBank; applicable funds transfer system(s) and clearinghouse rules; and the Service Documentation. 8.2. Bank is under noobligation to honor, |nwhole orinpart, any entM file, batch release, transfer instruction, payment order, transaction or instruction that (a) exceeds the available balance in er!s account, unless otherwise provided in the Service Documentation; b) is not inaccordance with the Service Documentation or Bank's applicable policies, procedures or practices as mode available to Customer; c) Bank has reason to believe may not have been duly authorized, should not be honored for its or Customer's protection, or involves funds subject to a hold, dispute, restriction or legal process; or d) would possibly result in Bank violating any applicable rule or regulation ofany federal or state regulatory authority including without limitation any Federal Reserve guidelines such as the limitations on Bank's intra -day net funds position. 8.3 All uses ofServices through Customer's |D codes, passwords, token cards' p|Ns, or passcpdms (each, a "Code") will be deemed to be authorized by and binding on Customer. Customer's failure to protect Codes may allow an unauthorized party to (a) use the Services, (b) access Customer's electronic communications and financial data, and (d send or receive information and communications to Bank. Customer assumes the entire risk of unauthorized use ofCodes and unencryptedelectronic transmissions. 8.4 Customer will promptly furnish written proof ofloss toBank and notify Bank if it becomes aware of any third party claim related to a Service. Customer will cooperate fully (and atits own expense) with Bank inrecovering aloss, {fCustomer isreimbursed byoron behalf of Bank, Bank or its designee will be subrogated to all rights of Customer. 8'5 Bank will have noliability for 'failure toperform ordelay inperforming a Service if the failure or delay is due to circumstances beyond Bank's reasonable control, If Bank determines that any funds transfer or communications network, Internet sen/ice provider, or other system(s) it has selected to provide a Service is unavailable, inaccessible or otherwise unsuitable for use by BankurCVstomer, Bank may, upon notice to Customer, suspend or discontinue the affected Service. � 8.6 Except in the case of Bank's negligence or intentional misconduct, Customer will reimburse and hold Bank, its directors, officers, employees and agents harmless from all losses or damages that arise out of: (m) an act or omission of any agent, courier or authorized representative of Customer; and (b) if the Service includes a license or sublicense of any software to Customer, the use or distribution of the software byCustomer or any person gaining access to the software through Customer that is inconsistent with the license or sub|icense. Bank to indemnify, pay the cost ufdefense, including attorney's f��and hu|dharmless the Customer, its officers, employees and agents from all damages, suits, actions orclaims ufany character brought on account of any injuries damages received or sustained by any persons or property, or in any way relating to or arising from the breach of this Agreement, negligence or willful misconduct of the Bank, except to the extent any such suit, action, claim, injury or damages shall have been occasioned by the breach of this Agreement, negligence or willful misconduct of Customer. Nothing stated in this Agreement shall be construed to be a waiver of Customers sovereign immunity, as set out in Section 768Florida Statutes, or (H) an acknowledgement or agreement by Bank that any claim or cause of action is subject to a sovereign immunity defense, 8.7 Bank ,will only be liable to Customer for Customer's direct monetary losses due to Bank's negligence or intentional misconduct. Except as expressly provided otherwise in the Service Documentation, neither party to this Agreement will be liable to the other party for any special, consequential, incidental (including without limitation court costs and attorneys' fees), indirect, or punitive losses mrdamages, whether any claim is booed on contract or tort, orwhether the likelihood of such louses or damages was known to the other party and regardless mfthe form oythe claim oraction. 8.8 Insurance. Bank shall comply with the insurance requirements set forth in attached hereto and incorporated herein. 9. 9.1 The Service Documentation will be governed by substantive federal laws, regulations and rules and, to the extent such laws, regulations and rules are not applicable, those of theState of Florida, without regard to conflicts of laws principles. Any portion of the Service Documentation which isinconsistent with applicable laws, regulations or rules will be deemed modified and applied in a manner consistent therewith, and Bank will incur no liability to Customer as a result of the inconsistency or modification and application. If any portion of the Service Documentation is deemed unenforceable,' it will not affect the enforceability ofthe remaining Service Documentation. 9.2 Either party may provide notice tothe other party by noxU personal delivery, orelectronic transmission. Bank will use the most recent address for Customer in Bank's records, and any notice from Bank will be effective when sent. Customer will use the address where Customer's relationship manager orother manager i located and ed6naus any notice to the attention of such manager. Any notice from Customer will be effective when actually received by Bank, Bank will be entitled to rely on any notice from Customer that it be,lieves in good faith was authorized by an authorized representative of Customer and, except asexpressly stated inthe Service Documentation, will have 'noobligation toverify the signature (including anelectronic siQneture). Each party will have areasonable time after receipt ofany notice to act on it. 9.3 The Services rely upon a robust network of Bank assets, employees and third -party resourcen located in the United States and around the world to provide service to BanKscostUn�en.Bank reserves the right bm-perform services using this model and tnadd and delete service providers at Bank's discretion. Bank has rigorous vendor engagement policies and procedures. Bank takes responsibility for the actions of the provider's!with whom it enters into contracts toprovide 'services toBank's customers. 9.5 This Agreement may be executedinany number ofcounterparts, which when taken together shall constitute one complete original of this Agreement. This Agreement 9.6 Time isofthe essence with respect toall provisions of the Service Documentation that specify mtime for performance; provided, however, that the foregoing shall not be construed to limit a party's grace period allowed in the Service Documentation. 93 Compliance with Laws. Each party shall comply with all applicable federal, state, county and local laws, ordinances, rules and regulations in the performance of this Agreement. 9.8 Public Entities Crimes. Bank is directed to the Florida Public Entities Crime Act, §287,133 Florida Statutes, and represents to Customer that Bank is qualified to transact business with public entities in Florida. 9.9 Severability. The terms and conditions ofthis Agreement shall be deemed tobeseverable. Consequently, ifany clause, term, urcondition hereof shall beheld to be illegal or void, such determination shall not affect the validity or legality of the remaining terms and conditions, and notwithstanding such determination, this agreement shall continue in full force and effect unless the particular clause, term, or condition held to be i||e8m| or void renders the balance ofthe agreement impossible toperform. 9.10 Applicable Law and Venue. This Agreement shall begoverned by and construed in accordance with the laws of the United States and the State ofFlorida. The parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively ihthe state orfederal courts located |n Pinellas County, Florida. 9,11 Waiver. Nowaiver byeither party of any breach! or violation of any covenant, term, condition, or provision of this Agreement or of the provisions of any ordinance or law, shall be construed to waive any other term, covenant, condition, provisions, ordinance orlaw, o,ofany subsequent breach orviolation ofsame. 912 Entire Agreement, This Agreement (including the Service Documentation incorporated) constitutes the entire Agreement between the parties and supersedes all prior negotiations, representations or agreements either oral or written. Each of the parties hereto agrees' to be bound by the terms, and conditions of this Agreement and each ofthe Attachments, avofthe above written date, WELLS fARGO BANK, N.A. ' Name:� ��� [GIVI 16-9821-032/187607/21 Title: CC', (If approved by Council) CITY OF CLEARWATER, FLORIDA Countersigned: By: George N. Cretekos William B. Horne 11 Mayor City Manager M 11 Approyed as to form: Attest: Eaura Mahbny Rosemarie Call Assisstant City Attorney City Clerk It - Attest: Print Name: Secretary Wells Fargo Junk, N.A. By: Print Name: Air -k, v- (7- [GM16-9821-032/187607/21 8 (For GIB Use Only - Std - 2.14.201 1) Exhibit A Insurance Requirements The Contractor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. Specifically the Contractor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance including but not limited to, premises operations, products/completed operations, products liability, contractual liability, independent contractors, personal injury and advertising injury and $1,000,000 per occurrence and $2,000,000 general aggregate and $2,000,000 products/completed operation aggregate. b. Commercial Automobile Liability Insurance for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 combined single limit. c. Statutory Workers' Compensation Insurance in accordance with the laws of the State of Florida, and Employer's Liability insurance in the minimum amount of $100,000 each employee each accident, $100,000 each employee by disease and $500,000 aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation and U.S.. Longshoremen's and Harbor Worker's Act coverage where applicable, Coverage must be applicable to employees, and contractors, if any. d. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Contractor with minimum limits of $1,000,000 per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that nay new policy provide a retroactive date no later than the inception date of claims made coverage. b. Cyber Liability coverage in an amount not less than $2,000,000 per occurrence and $4,000,000 in the aggregate; such coverage shall meet or exceed the requirements for notification and monitoring under Florida Statute 501.171. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. To the extent that a subcontractor is engaged, Contractor will require subcontractor to provide evidence of insurance that meets or exceeds the insurance requirements outlined herein. Other Insurance Provisions: a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of insurances) (using appropriate ACORD certificate, SIGNEDby the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an 'Additional insured" on the Commercial General Liability Insurance policy. Exhibit A In available by the Contractor for viewing In a secure, controlled environment, mutually agreed upon by the City and Contractor. Policy copies shall not be released unless required to do so b Contractor agrees that no policy shall expire, be canceled, non -renewed, terminated, reduced or materially changed to affect the coverage available without thirty (30) days advance written notice to the City if it results in non-compliance with the insurance requirements contained c Contractor's insurance as outlined above shall be primary and 'non-contributory coverage for Contractor's negligence. d. The General Liability and Automobile Liability policies required by this agreement uordnacQ shall contain owaiver cftransfer rights of(subrogation) against City, be ogantu, mapnaeentmdvaa, dhadons, elected officials, offimam, emp|oyaeo, and volunteers for any claims arising out ofthe work ofthe Contractor. o. Contractor shalldefend and hold the City harmless from any and all claims, muho, judgments and liability for death, personal injury, bodily injury, or property damage arising directly or indirectly including legal fees, court costs, or other legal expenses. Item RFP 22-16, Banking Services Appendix B Transaction Costs Summary Description Monthly Volume Rate/Price Balance Related: Proiected Bal. Dep Insurance - Bank Assessment (RECOUPMENT MONTHLY - assessed per $1,000 in Average Ledger Balances - monthly fee 1 $0.0917 equates to 11 bps annual fee) 10,000,000 Calendar 2015 Monthly Average Depository Services: Account Maintenance (Account Maintenance - 2 Chexstor) Account Maintenance -Payroll ZBA Account 3 (Account Maintenance-Chexstor) Banking Center Deposit (Post Verify Deposit, 4 Branch/Store/Night Drop Deposit) QBD/Night Drop Deposit (Post Verify Deposit, 5 Branch/Store/Night Drop Deposit) Vault Deposit (Cash Vault Deposit Cash AND 6 Check, CV Cash Only or Check Only Deposit) Item Processing Deposit/Check Deposit - Paper 7 (CV Cash Only or Check Only Deposit) Debits Posted - Other (Debits Posted - includes 8 all ACH/wire electronic debits) Deposit Correction - Non -Cash (Deposit Correction -Night Drop, Cash Vault Deposit 9 Adjustment) General Checks Paid Truncated (DDA Checks 10 Paid) General Checks Paid Truncated -Payroll ZBA (DDA 11 Checks Paid) Paper Deposit Statement Mailed (No charge if accessed online - there will a $5.00 per account 12 for paper mailed statements. ) ZBA Master Account Maint (Zero Balance Master 13 Account Maintenance) ZBA Subsidiary Account Maint-Payroll ZBA (Zero 14 Balance Monthly Base) ZBA Per Transaction (included in Debits Posted, 15 Electronic Credits Posted volumes) Returns - ERIN (CEO Return Item Retrieval - per 16 Image) 17 Returns - Chargeback 18 Returns - Reclear (Return Item Redeposited) Returns - Reclear Services (Return Item Special 19 Instructions Monthly Base) CKS Dep Pre -Encoded Items (Deposited Checks - 20 On Us, Deposited Checks per item) Cks Dep Un -Encoded Items (Deposited Checks - 21 On Us, Deposited Checks per item) Page 1 of 10 $0.09170 Total 917.00 1 $7.50000 9.00 1 $7.50000 7.50 485 $1.50000 727.95 203 $1.50000 304.95 37 $1.00000 36.80 11 $1.00000 10.90 1 $0.03000 0.03 3 $7.00000 23.80 1,821 $0.08000 145.68 288 $0.08000 23.04 1 No Charge - 1 $10.00000 10.00 1 $5.00000 4.00 43 $0.03000 1.30 47 $0.25000 11.65 21 $1.50000 31.50 26 $0.75000 19.20 1 No Charge - 9 $0.08000 0.72 5,889 $0.08000 471.13 RFP 22-16, Banking Services Appendix B Transaction Costs Summary Item Description Monthly Volume Rate/Price Total Balance Related: Proiected Bal. Cks Deposited - Foreign Items (Deposited Check 22 Canadian, Deposited Check Foreign) 13 $5.00000 65.50 Debits Posted - Electronic (Debits Posted - 23 includes all ACH/wire electronic debits) 130 $0.03000 3.89 Credits Posted - Electronic (Electronic Credits 24 Posted - includes all ACH/wire electronic credits) 669 $0.03000 20.07 Credits Pasted - Electronic -Payroll ZBA (Electronic Credits Posted - includes all 25 ACH/wire electronic credits) 2 $0.03000 0.06 26 account for paper mailed statements.) Check Deposit - ICL or RDSO (ICL deposits are considered "Electronic Credits Posted" fee of $0.03 per deposit, RDSO deposits are considered "Desktop Deposit Credits Posted" fee of $0.25 27 per deposit) Image Deposited Items - ICL (Electronic Deposit 28 Check-WFB, Electronic Deposit Check -Non WFB) Transmission Maintenance (No charge for ICL (Wells Fargo Electronic Deposit / WFED) 29 transmissions) Image Deposited Items - RD5O (Desktop Deposit- WFARGO Deposit Item, Desktop Deposit -NON 30 WFARGO Deposit Item) 31 32 33 Depository Services Subtotal Commercial Deposits - Cash Vault: Curr/Coin Dep / $100-QBD-ND (Cash Deposited in Branch/Store - verified in presence of depositor- fee quote actual is $0.0016 per $1) - Please note the City would benefit by moving deposits currently processed at the banking 34 center to be processed at the Vault) Curr/Coin Dep / $100-BKG CTR (Post Verify Cash Deposited - verified after hours - fee quote 35 actual is $0.0012 per $1) Curr/Coin Dep/$100-Vault (Cash Vault Currency/Coin Deposited - fee quote actual is 36 $0.0009 per $1) Coin Deposit - Non Std Bag - Vault (Cash Vault 37 Coin Deposit Partial/Mix Bag) Coin Supp Roll -Box Bkg Ctr (Cash Vault Coin Ordered Standard Box - contains 50 rolls of one 38 denomination) Deposit Correction - Cash (Deposit Correction - 39 Night Drop, Cash Vault Deposit Adjustment) Coin Deposit - Std Bag - Vault (Cash Vault Coin 40 Deposit -STD Bag) Page 2 of 10 1 No Charge 30 $0.03000 13,586 $0.04000 1 No Charge 129 $0.04000 3,179 2,388 1,777 41 150 2 65 $0.16000 $0.12000 $0.09000 $5.00000 $4.00000 $7.00000 $2.50000 0.89 543.42 5.16 2,478.14 508.69 286.55 159.89 206.00 600.00 11.38 163.50 RFP 22-16, Banking Services Appendix B Transaction Costs Summary Item Description Monthly Volume Rate/Price Total Balance Related: Projected Bal. Coin Supp Roll- Bkg Ctr (Rolled Coin Ordered in 41 Branch/Store) 232 $0.20000 46.40 Change Order - Bkg Ctr (Per Change Order Fee in 42 Branch/Store) 21 $4.00000 84.00 Curr Supp $100-Bkg Ctr (Cash Ordered in Branch/Store - fee quote actual is $0.0016 per 43 $1) 23 $0.16000 3.68 44 - 45 46 - Commercial Deposits - Cash Vault Subtotal 2,070.08 General ACH Services: ACH Delete/Reversal-Payroll ZBA (ACH Delete= 47 Item; ACH Reversal -Item) 2 $5.00000 7.50 ACH Return Item (ACH Return Item -Electronic, ACH Return Admin -Electronic, ACH Return 48 Unauthorized -Electronic) 22 $1.00000 22.20 ACH Return Item -;Payroll ZBA (ACH Return Item - Electronic, ACH Return Admin -Electronic, ACH 49 Return Unauthorized -Electronic) 2 $1.00000 1.83 ACH Monthly Maintenance (ACH Monthly Base - 50 per ACH Company ID) 2 $15.00000 30.00 ACH Monthly Maintenance -Payroll ZBA (ACH 51 Monthly Base - per ACH Company ID) 2 $15.00000 30.00 52 ACH Input - File (ACH Transmission Charge) 23 $5.00000 117.00 ACH Input - File - Payroll ZBA (ACH Transmission 53 Charge) 6 $5.00000 31.67 ACH Blocks Auth Instructions (No charge for 54 adding instructions to ACH Fraud Filter) 1 No Charge - ACH Blocks Auth Instructions -Payroll ZBA (No charge for adding instructions to ACH Fraud 55 Filter) 1 No Charge - ACH Blocks Auth Maintenance (ACH CEO Fraud 56 Filter-Review/Stop Monthly Base) 0 $10.00000 3.33 ACH Blocks Auth Maintenance -Payroll ZBA (ACH 57 CEO Fraud Filter-Review/Stop Monthly Base) 1 $10.00000 10.00 ACH Blocks Auth Add -Change (No Charge for adding/changing preauthorized ACH company 58 IDs) 1 No Charge - ACH Originated Agenda -Payroll ZBA (ACH 59 Originated -Addenda Rec) 172 $0.01000 1.72 Delete/Reversal Batch/File (ACH Delete/Reverse- 60 Batch/File) 0 $5.00000 1.25 ACH Notif of Change (NOC) (ACH NOC - Info 61 Reporting Advice) 7 $1.00000 6.60 ACH Notif of Change (NOC)-Payroll ZBA (ACH 62 NOC - info Reporting Advice) 2 $1.00000 2.00 63 ACH Standard Reports - Fax (ACH Fax Service) 18 $5.00000 89.00 ACH Standard Reports - Fax -Payroll ZBA (ACH 64 fax Service) 2 $5.00000 10.83 Page 3 of 10 RFP 22-16, Banking Services Appendix B Transaction Costs Summary Item Description Monthly Volume Rate/Price Total Balance Related: Proiected Bal. ACH Standard Reports - Electronic (ACH CEO Return Subscription -Item, ACH CEO Subscription - 65 Item) 31 No Charge 66 67 68 ACH Consumer On US Debits (ACH Two Day - Item, ACH One Day -Item, same day ACH will be 69 $0.50) ACH Consumer Off US Debits (ACH Two Day - Item, ACH One Day -Item, same day ACH will be 70 $0.50) ACH Corporate Off US Credits -Payroll ZBA (ACH Two Day -:Item, ACH One Day -Item, same day 71 ACH will be $0,50) 72 ACH Credit Received Item (ACH Received Item) ACH Credit Received Item -Payroll ZBA (ACH 73 Received Item) 74 ACH Debit Received Item (ACH Received Item) ACH Debit Received Item -Payroll ZBA (ACH 75 Received Item) 76 77 78 79 80 81 82 General ACH Services Subtotal Wire Transfers: CPO GP Mthly Maint Basic (Wire Detail Report 83 Subscription -Account) Elec Wire Out - Domestic (Wire Out Domestic - 84 CEO) Elec Wire Out - Book DB (Wire Book Transfer - 85 CEO - internal account transfers) Elec Wire Out - Domestic Repair (Wire Out 86 Repair Surcharge) 87 Incoming Domestic Wire (Wire In -Domestic) CPO GP Cust Mnt Temp Storage (Wire Template Storage Monthly base -wire room only, no 88 charge for on-line wire templates) 89 Elec Wire Out - Intl FX (Wire Out Intl FX - CEO) 90 91 Page 4 of 10 6 No Charge 1,100 $0.03000 33.00 5,579 $0.03000 167.36 2,022 $0.03000 60.66 6,711 $0.03000 201.33 172 $0.03000 5.15 668 No Charge - 2 No Charge - 82 No Charge - 7 No Charge - 832.43 1 No Charge - 44 $5.00000 217.50 14 $1.00000 - 2 $4.00000 8.80 1 $5.00000 6.25 59 $0.50000 29.70 2 $22.00000 36.67 RFP 22-16, Banking Services Appendix B Transaction Costs Summary Item Description Monthly Volume Rate/Price Balance Related: Proiected Bal. 92 Wire Transfers Subtotal Account Reconciliation: ARP Full Ppay Maint - PPR Supp (ARP Monthly Base - Full. *Positive Pay Monthly Base - provided at no additional charge if used in 93 conjunction with Full or Partial ARP) ARF Full Ppay Maint - PPR Supp -Payroll ZBA (ARP Monthly Base- Full. *Positive Pay Monthly Base provided at no additional charge if used in 94 conjunction with Full or Partial ARP) ARP Full Ppay Input Per Item (ARP Full Recon - 95 Item) ARP Full Ppay Input Per Item -Payroll ZBA (ARP 96 Full Recon -Item) ARP Recon Trans End of Cycle (ARP Output - 97 Transmission) ARP Void Cancel Items (No charge for 98 void/cancel items) ARF Vold=Cancel hems -Payroll ZBA (No charge 99 for void/Cancel items) , ARP Stale Date Maint (No charge for stale date 100 option) ARP Stale Dake Maint-Payroll ZBA (No charge for 101 stale date option) ARP Max Dollar Maint (Payment Authorization 102 Max Check Monthly Base) ARP Max Dollar Maint-Payroll ZBA (Payment 103 Authorization Max Check Monthly Base) Positive Pay Exceptions (Positive Pay Exceptions - 104 Item) ARP Positive Pay Return Default (Positive Pay 105 Exception Checks Returned) ARP Pos Pay Return Default -Payroll ZBA (Positive 106 Pay Exception Checks Returned) 107 ARP Positive Pay Return - Other Payee Positive Pay - Issue Match (Payee 108 Validation Standard -Item) Payee Positive Pay Maint (No charge for payee 109 monthly service) 110 111 112 Account Reconciliation Subtotal Information Services: CPO ARP Online Reports (CEO ARP Statements & Reports Monthly Base - PDF only - please note 113 excel format available at an additional charge ) CPO ARP Positive Pay Notif (No charge for 114 positive pay notifications) Page 5 of 10 1 $45.00000 1 $45.00000 1,905 $0.05000 271 $0.05000 1 $5.00000 126 No Charge 9 No Charge 1 No Charge 1 No Charge 1 $10.00000 1 $10.00000 4 $1.00000 2 No Charge 0 No Charge 0 No Charge 1,832 $0.02000 1 No Charge 2 No Charge 90 No Charge Total 298.92 45.00 45.00 95.26 13.57 5.00 10.00 10.00 3.70 36.63 264.15 Information Services Subtotal RFP 22-16, Banking Services Appendix B 138 Subscription Monthly Base) Transaction Costs Summary CPC Rec Invoice Volume (CEO EDI Payment Item Description Monthly 801 No Charge CPC Rec Cash Pro Monthly Maint (CEO EDI Volume Rate/Price Payment Detail Subscription Monthly Base) Balance Related: Proiected Bal. 141 CPO Wire Payee Advising (CEO Event Messaging 142 115 Service - Email) 1 No Charge CPO ARP Issue Not Recd Notif (CEO Event 116 Messaging Service - Email) 23 No Charge CPO ARP Issue Posted Notif (CEO Event Deposit Monthly Base) 1 $50.00000 117 Messaging Service - Email) 13 No Charge CPO ARP Issue Recd Notif (CEO Event Messaging 118 Service - Email) 38 No Charge CPO ARP O -S Issue Notif (CEO Event Messaging 119 Service - Email) 16 No Charge CPO Incoming Wire Notif - Email (CEO Event 120 Messaging Service - Email) 2 No Charge CPO Wire Tfr EOD Detail Notif (CEO Event 121 Messaging Service - Email) 26 No Charge CPO Wire Tfr EOD Summary Notif (CEO Event 122 Messaging Service - Email) 11 No Charge CPO Online Subscription (CEO on-line banking is 123 charged per account) 1 No Charge CPO Payments Template Notif (CEO Event 124 Messaging Service - Email) 15 No Charge CPO Info Detail Notif (CEO Event Messaging 125 Service - Email) 6 No Charge CPO Prem IR Maintenance (No charge for IR 126 Maintenance) 1 No Charge CPO Prem PDR Account (CEO Previous Day 127 Subscription Monthly Base) 2 $15.00000 CPO Prem PDR ITM Stored (CEO Previous Day 128 Item Loaded) 4,342 $0.01000 CPO Prem CDR Account (CEO Intraday 129 Subscription Monthly Base) 2 $15.00000 130 CPO Prem CDR Item (CEO Intraday Item Viewed) 2,052 $0.01000 131 CPO Prem Research Item (CEO Search) 448 No Charge CPO Per Image Access (No charge for Image 132 Access to CEO on-line banking) 3 No Charge CPO Per Image Access (No charge for Image 133 Access to CEO on-line banking) 7 No Charge GCS Transaction History (Elecronic Window 134 Extended Storage 120 days) 0 No Charge 135 136 137 Information Services Subtotal Total 30.00 43.42 30.00 20.52 123.94 50.00 EDI Services: EDI Report Per Account (CEO EDI Payment Detail 138 Subscription Monthly Base) 1 No Charge CPC Rec Invoice Volume (CEO EDI Payment 139 Detail -Item) 801 No Charge CPC Rec Cash Pro Monthly Maint (CEO EDI 140 Payment Detail Subscription Monthly Base) 1 No Charge 141 142 143 EDI Services Subtotal Remote Deposit Services: Remote Dep -Account Maintenance (Desktop 144 Deposit Monthly Base) 1 $50.00000 Page 6 of 10 Total 30.00 43.42 30.00 20.52 123.94 50.00 Item RFP 22-16, Banking Services Appendix B Transaction Costs Summary Description Monthly Volume Rate/Price Total Balance Related: Proiected Bal. Remote Dep CK Image Processing (Desktop 145 Deposit Report Per Item) 145 $0.05000 RDSOL-Item Storage (No charge for storage - 146 There is a $0.25 per image viewed) 7,315 No charge 147 High Volume Scanner Maint 1 No charge 148 149 Remote Services Subtotal Image: CD Rom Maintenance (Wellslmage Paid Check Image Monthly Base - per CD-ROM setup rather 150 than per account) CD Rom Maintenance -Payroll ZBA (Wellslmage Paid Check Image Monthly Base - per CD-ROM 151 setup rather than per account) CD Rom Per Image (Wellslmage Paid Check Per 152 Item) CD Rom Per Image -Payroll ZBA (Welisimage Paid 153 Check Per Item) 154 CD Rom Disk (Wellslmage Paid Check Per CD) Image Archive - 90 Days (No charge for image retention on CEO on-line banking - please note 155 images are available for up to 7 years on-line ) Image Maintenance CPO (No charge for image retention on CEO on-line banking - please note 156 images are available for up to 7 years on-line) Image Retrieval CPO (CEO Image View < 90 days, 157 CEO Image View > 90 days) 158 159 Image Subtotal Miscellaneous Banking Services: 160 Check Copy (Photocopy Customer Service -Item) Check Copy -Payroll ZBA (Photocopy Customer 161 Service -Item) 162 163 164 165 Misc Banking Services Subtotal Custodial Safekeeping: 166 Monthly Maintenance (waived) Receipts (based on charging $2 for non pay down securities with a volume of 197 and 167 assuming 56 are paydowns) 168 Interest 169 Maturities 170 Calls 171 Partial Calls 172 Paydowns 173 Average Par Clearance In (only for bonds purchased from 174 third parties) Page 7 of 10 1 $25.00000 7.27 57.27 25.00 1 $25.00000 25.00 1,824 $0.02000 36.47 288 $0.02000 5.76 1 $15.00000 15.00 2,022 No Charge 1 No Charge - 9 $0.25000 2.15 109.38 2 $10.00000 1 $10.00000 1 No Charge 20.00 5.00 25.00 253 1.56 393.90 97 - - 4 10 0 56 8.00 449.60 300,972,035 - 3 50.00 145.00 RFP 22-16, Banking Services Appendix B Transaction Costs Summary Item Description Monthly Volume Balance Related: Projected Bal. 175 176 177 178 Custodial Safekeeping Subtotal Grand Total All Rate/Price Total Supplemental Pricing Pass Thru AT COST Service Description Charge Basis Price WF CHK CASHED FOR NONACCT HOLDER Check cashed No Charge MISCELLANEOUS CREDITS POSTED Deposit $1.50000 OFFICIAL BANK CHECK Check $10.00000 CASH VAULT ADJUSTMENT REPORT -EMAIL Subscription Wells Fargo NEGATIVE COLLECTED BALANCE cash order Prime + 3% OVERDRAFT CHARGE - PAID ITEM Item $35.00000 Overdraft Charge - Returned Item Item $35.00000 Supplies - At Cost (Wells Fargo will provide a transition supply credit of $5,000.00 and please note charges for supplies can be applied to analysis as long as they are purchased via our preferred vendor, Superior Press) Pass Thru AT COST CASH VAULT COIN DEP-SUBJ TO COUNT Coin bag $5.00000 CASH DEP/$1 VER AT TELLER WINDOW Dollar $0.00160 COIN BAG DEPOSITS IN WF STORE Coin bag $5.00000 CASH DEP/$1 VERIFY IN CASH VAULT T1 Dollar $0.00090 CASH VAULT ADJUSTMENT REPORT -EMAIL Subscription No Charge CASH VAULT CASH ORDERS -CEO cash order $4.00000 CASH VAULT COIN FURNISHED - ROLLED Coin roll $0.12000 CASH VAULT CURRENCY FURN-NONSTD Dollar $0.00090 CASH VAULT CURRENCY FURNISHED Dollar $0.00090 CASH VAULT DEPOSIT REPORT -EMAIL Subscription No Charge CASH VAULT MONTHLY BASE Account No Charge CASH VAULT ORDER REPORT -EMAIL Subscription No Charge CASH VAULT TRANS RECAP RPT -EMAIL Subscription No Charge DESKTOP DEPOSIT IMAGES RETRIEVED Image $0.25000 STOP PAYMENT - AUTO RENEWAL Stop payment No Charge Image POSITIVE PAY EXCEPTION - CEO IMAGE retrieved $0.25000 MICR CHECK REJECTS >1% THROUGH 2% Reject $0.80000 MICR CHECK REJECTS OVER 2% Reject $1.75000 MICR CHECK REJECTS THROUGH 1% Reject No Charge POS PAY CHECK VERIFICATION CALL Call $5.00000 POSITIVE PAY EXCEPTION CHECKS RETND Check returned No Charge POSITIVE PAY MONTHLY BASE (no charge if used in conjunction with Full or Partial Reconcilement services) Account No Charge POSITIVE PAY ONLY - ITEM Occurrence $0.05000 POSITIVE PAY ONLY MONTHLY BASE Account $30.00000 STOP PAYMENT- ONLINE Stop payment $5.00000 STOP PAYMENT - OPERATOR ASSISTED Stop payment $15.00000 CEO REGISTER INPUT- ITEM Check issued $0.05000 ARP AGED ISSUE RECORDS ON FILE -ITEM Record No Charge OUTGOING TRANSMISSION - PER ITEM Item reported No Charge Unauthorized ACH CEO FRAUD FILTER REVIEW/STOP - ITEM Item No Charge Page 8 of 10 2S,1b4.6U Item RFP 22-16, Banking Services Appendix B Transaction Costs Summary Description Monthly No Charge E -BOX PAYMENT RETURN Volume Rate/Price Balance Related: Proiected Bal. $30.00000 ACH CEO RETURN SUBSCRIPTION -ACCOUNT Report No Charge ACH CEO SUBSCRIPTION - ACCOUNT Report No Charge ACH INVESTIGATION Investigation $35.00000 CEO EDI PMT DETAIL - ADDENDA ITEM Item No Charge CEO RETURN ITEM SERVICE MTHLY BASE Account No Charge CEO RETN ITEM SUBSCRIPTION PER ACCT Account No Charge CEO RETN ITEM SUBSCRIPTION PER ITEM Item No Charge CEO RETN ITEM SUBSCRIPTION OPT DETL Item No Charge CASH LETTER FOREIGN DEPOSIT Deposit $3.00000 CASH LETTER FOREIGN DEPOSIT Return $30.00000 WIRE DETAIL RPT SUBSCRIPTION -ITEM Item accessed $0.00000 WIRE IN PHONE ADVICE Call $40.00000 WIRE OUT DOMESTIC -BRANCH Transfer $55.00000 WIRE - OUTGOING INTL USD - CEO Transfer $22.00000 WIRE IN REPAIR SURCHARGE Exception $1.00000 WIRE IN - INTL- USD OR FX Transfer $5.00000 WIRE IN DRAWDOWN- DOMESTIC Message $5.00000 WIRE OUTGOING FX BRANCH Transfer $60.00000 WIRE OUTGOING FX- CEO Transfer $18.00000 WIRE BOOK TRANSFER - BRANCH Transfer $15.00000 WIRE OUT INTL- USD BRANCH Transfer $65.00000 WIRE INTERBANK CLEARING FEE Beneficiary $20.00000 WIRE INVESTIGATION Investigation $50.00000 CEO EVENT MESSAGING SERVICE - FAX Item reported $2.00000 CEO EVENT MESSAGING SERVICE - TEXT Item reported $0.75000 WFED - IMAGE CASH LETTER Services WFED - Discretionary Data (Optional) - This is also an option on Desktop Deposit Record $0.05000 WFED (Wells Fargo Electronic Deposit) - Implementation - One time fee implementation fee of $2,000 waived for the City. Setup No Charge RECEIVABLES MANAGER/ E -BOX Services E -BOX DAILY DETAIL RPT- PER PAGE Item reported No Charge E -BOX PAYMENT RETURN Return $3.00000 E -BOX DAILY DETAIL REPORT -MO BASE Page $30.00000 E -BOX MONTHLY MAINT (W/CROSS REF) Transmission $75.00000 E -BOX PAYMENT Transaction $0.05000 RECEIVABLES MANAGER MONTHLY BASE Account $35.00000 RECEIVABLES MANAGER OUTGOING $125.00000 E -Box Stop File - Monthly Maintenance TRANSMISSION Transmission $5.00000 Electronic Commerce (EC) IMPLEMENTATION DEV HOURS Hour $200.00000 E -Box Implementation Fee - Standard Implementation fee of $1,500.00 would be No Charge if waived for the City - if custom implementation is standard required, per hour fees would apply. implementation RECEIVABLES MANAGER - Standard Implementation fee Receivables Manager No Charge if ($1,500) waived for the City. If custom, standard additional programming fees would apply. Setup implementation E -Box Positive File Set up (optional) Setup $1,500.00000 E -Box Stop File -Set up (optional) Setup $750.00000 E -Box Positive File - Monthly Maintenance $125.00000 E -Box Stop File - Monthly Maintenance $125.00000 Page 9 of 10 Total RFP 22-16, Banking Services Appendix B Transaction Costs Summary Item Description Monthly Volume Rate/Price Balance Related: Proiected Bal. IMAGE FILE IMPORT Services IMAGE FILE IMPORT- MAINTENANCE PER PRODUCT (Per Product - i.e., checks paid, deposits, returns, etc. - regardless of the number of accounts / per month) CEO ID $100.00000 IMAGE FILE IMPORT- PER ITEM Image $0.02000 DIRECT BAI - INFORMATION Services DIRECT BAI MONTHLY BASE Account $100.00000 DIRECT BAI PER ITEM Item $0.02000 Services utilized but not listed on the above schedule of fees will be charged for and appear on the City's monthly analysis statement. It is the responsibility of the City to review their monthly analysis statements on a timely basis and let their Wells Fargo representative know of any discrepancies. Page 10 of 10 Total Wells Fargo Bank. N.A.. Piggyback Contract (PBA 17/18-66) The City of Sanford ("City") enters this "Piggyback" Contract (the "Piggyback Contract") with Wells Fargo Bank, National Association, operating as a bank (hereinafter referred to as the "Vendor"), whose principal address is 101 North Phillips Avenue, Sioux Falls, South Dakota 57104, and whose local address is Heathrow, 1530 International Parkway, Lake Mary, Florida 32746, under the terms and conditions hereinafter provided. The City and the Vendor are sometimes collectively referred to as the "Parties". The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The Parties agree that the Vendor has entered a contract with the City of Clearwater, Florida on July 28, 2016, said contract being identified as "Master Banking Services Agreement" (said original contract being referred to as the "M BSA". ) (2). The MBSA is incorporated herein by reference and is attached as Exhibit "A" to this Piggyback Contract. All of the terms and conditions set out in the MBSA are fully binding on the Parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services. Any terms not defined in this Piggyback Contract shall have the meanings set forth in the MBSA. (3). The term of this Piggyback Contract shall commence on February 13, 2019, continuing until September 30, 2019 (the expiration date of the MBSA) with the 1 City being provided with two (2), two (2) year extension options, as set forth under the MBSA. (4). Notwithstanding the requirement that the MBSA is fully binding on the Parties, the Parties have agreed to modify certain technical provisions of the MBSA as between the Vendor and the City with respect to this Piggyback Contract: (a). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the MBSA, the Vendor agrees that it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Piggyback Contract is Cynthia Lindsay, CGFO, CPA; Director of Finance; City Hall; City of Sanford, Florida; 300 North Park Avenue; Sanford, Florida 32771, telephone number 407-688-5020, facsimile transmittal number 407-688-5021 and whose e-mail address is lindsayc@sanfordfl.gov. (5). Notwithstanding any other provision in the MBSA to the contrary, the Parties agree that (1) all actions or proceedings arising in connection with this Piggyback Agreement shall be tried and litigated exclusively in the state or federal courts with jurisdiction in Seminole County, Florida with the Parties bearing the costs of their own legal fees and (2) there shall be no arbitration with respect to any dispute between the Parties arising out of this Piggyback Contract and the City and Vendor hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury, in any actions or legal proceedings arising out of or relating to this Piggyback Contract or the transactions contemplated hereby. (6). Chapter 119 — Public Records (1). IF THE CONTRACTOR/VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S 0 (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI. HOUC HIN@SAN FORDFL.GOV. (11). In order to comply with Section 119.0701, Florida Statutes, public records laws, and in accordance with Section 6 of the MBSA, the Vendor must: A. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. B. Provide the public with access to public records on the same termsand conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. 3 Ill. If the Vendor does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. IV. Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. Entered February 13, 2019 Attest: ) La Attest. r-Apq Traci Houchin, City Clerk Approved as to form and legal sufficiency • �4 William L. Colbert City Attorney In Wells Fargo Bank, National Association. By: Printed name: Title: Date: City Of Sanford By: g DaJeff Triplett, la" te: 01 NOW M1 H102 - �V )M Exhibit "A" - MBSA