R2023-40 Amendment to Cash Management Master Agreement for Banking ServicesRESOLUTION 2023-40
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH FLORIDA APPROVING AN AMENDMENT N MENT TO THE CASH
MANAGEMENT MASTER AGREEMENT FOR DAY-TO-DAY BANKING
SERVICES WITH TD BANK, N.A AND AUTHORIZING THE VILLAGE
MANAGER TO EXECUTE THE AMENDMENT; WAIVING THE VILLAGE'S
PURCHASING POLICIES AND PROCEDURES FOR DAY-TO-DAY BANKING
SERVICES; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, in May, 2018, the Village issued a Request for Proposals for Banking Services, and
through the adoption of Resolution No. 2018-66 on August 9, 2018, the Village entered into a Cash
Management Master Agreement with TD Bank, N.A. for day -to day banking services; and
WHEREAS, Village Staff is requesting the approval of an Amendment to the Cash Management
Master Agreement to extend the term through Fiscal Year 2026 (with two additional one-year
extensions) and amend the earnings credit rate and to waive the Village's purchasing policies and
procedures for day-to-day banking services; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests
of the residents of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves an Amendment to the Cash Management Master
Agreement with TD Bank, N.A., a copy of which is attached hereto and incorporated herein, and
authorizes the Village Manager to execute the Amendment and to take all actions necessary to
effectuate the extension.
Section 3. The Village Council hereby waives the Village's purchasing policies and procedures
for the acquisition of day-to-day banking services.
Section 4. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 5. This Resolution shall take effect immediately upon its adoption.
PASSED �••.�,� )sas-E
HIS 17TH DAY OF M1
o(Villag �1)FLORIDATTES
VILLAGE CLERK
AMENDMENT TO CASH MANAGEMENT MASTER AGREEMENT
This Amendment is made as of the T, day of f%" , 2023, by and between the
VILLAGE OF NORTH PALM BEACH, a Florida municipa4Jcorporation, hereinafter referred to
as CUSTOMER, and TD BANK, N.A., a national banking association formed under the laws of
the United States, hereinafter referred to as BANK.
WHEREAS, in 2018, CUSTOMER issued a Request for Proposals for Banking Services ("RFP");
and
WHEREAS, based on the Proposals submitted in response to the RFP, CUSTOMER and BANK
executed a Cash Management Master Agreement ("Agreement") dated August 9, 2018, whereby
BANK agreed to provide banking services to CUSTOMER in accordance with the terms and
conditions set forth therein; and
WHEREAS, the Agreement incorporated both the terms of the RFP and BANK's Proposal
submitted in response to the RFP; and
WHEREAS, the parties wish to amend the Agreement to extend the term through 2026, with the
option for two additional one-year renewals, and amend the Earnings Credit Rate offered by
BANK.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth in the
Agreement, as amended, the receipt and sufficiency of which is hereby acknowledged by both
parties, CUSTOMER and BANK hereby agree as follows:
1. The foregoing recitals are ratified and incorporated herein.
2. The term of the Cash Management Master Agreement, as set forth in Section 14, is hereby
extended through September 30, 2026, retroactive to August 9, 2022. The Agreement shall
automatically extend for two additional one-year terms unless either party provides notice
of its intent not to extend at least thirty (30) calendar days prior to the expiration of the
initial term or any renewal term.
3. The Earnings Credit Rate set forth in BANK's Proposal submitted in response to the RFP,
used to calculate CUSTOMER's Earnings Allowance to offset service fees, is hereby
amended from 1.25% Minimum Floor to 0.50% Minimum Floor.
4. To the extent not specifically modified in this Amendment, all other provisions of the Cash
Management Master Agreement, including all documents incorporated therein by
reference, shall remain in full force and effect.
REMAINDER OF PAGE INTENTIONALLY BLANK
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IN WITNESS WHEREOF, BANK and CUSTOMER have made and executed this Amendment
as of the day and year first above written.
TD BANK, NA (BANK)
Print Name: Pamela Ramkalawan
Title: Vice President
VILLAGE OF NORTH PALM BEACH (CUSTOMER):
By:
Charles D. Huff
Village Manager
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