ATTACHMENT D PARTICIPATION AGREEMENT ATTACHMENT D
PARTICIPATION AGREEMENT
BETWEEN
BANK OF AMERICA, N.A.
BANC OF AMERICA MERCHANT SERVICES, 1_,1LC:
and
CITY OF CL,ENRWATER, FLORIDA
This Participation Agreement is entered into between Bank of America; N.A., Banc of
America Merchant Services (together "Contractor") and City of Clearwater, ("Participant" as
defined in the Scope of Work, Attachment A to the Master Contract with the Department of
Financial Services). The Master Contract together with the Merchant Services terms and
conditions and other attachments and incorporated documents are collectively referred to herein
as the "Master Contract", Signatures on incorporated documents do not serve to negate the
prevailing provisions of the Master Contract.
I. PARTICIPATION TERMS AND CON ITiONS
A. All dezined terms in the Master Contract apply to this Participation Agreement.
B. By signing this Participation Agreement, the Participant and the Contractor agree to be
bound by the terms of this Participation Agreement, and the Master Contract, in the
performance of their obligations. By signing below, Participant represents that a copy of
the Master Conti-act has been provided or made available to it.
C. If Participant is an Agency Participant, Participant hereby authorizes Contractor to share
any and all information related to the Master Contract, excluding personally identifiable
information of a cardholder, it has or obtains pursuant to this Participation Agreement
and the Master Contract with representatives of the State of Florida and the specific
Agency of the State of Florida to which it reports. if a Participant is a Local Government
Participant, Participant hereby authorizes Contractor to share with the Department
information that is required in the Dashboard under the Master Contract, excluding
personally identifiable information of a cardholder.
D. The parties shall retain copies according to their retention, schedules under applicable
1 aw.
E. Participants who elect specialized services that are subject to additional agreement terms
offered as optionat services under the Master ContTact, are subject to those terms-,
however additional agreement terms do not serve to negate the prevailing provisions of
the Master Contract.
1 . MERCHANT SERVICES'FERiIMS AND CON INTIONS
Participant will provide Contractor with updated business and financial information
concerning Participant, including; evidence of required licenses and other information and
documents Contractor may reasonably request from time to time_ All material marked
Confidential that Contractor receives from Participant will be used only by Contractor, or Card
Organizations or other third parties necessary to perform services under this Participation
Agreement or related services and reporting. At any reasonable time, Contractor or any Card
Organization may audit Participant's records relating to this Participation Agreement_ Florida
law, as applied to agreements made without reference to conflict of law provisions, governs the
Master Contract and this Participation Agreement.
Ill. F EES T'0 BE PAID TO CON' RACT>t'OR
A. The Participant agrees to pay the Contractor all fees and charges in Attachment B of the
Master Contract.
B. Such fees and charges will be billed monthly to the Agency and Local Government
Participants via an invoice process, unless a Local Government Participant elects to have
the Contractor debit their Settlement Account.
IV. EFFECTWE DAVE ,AND TERMINATION
A. This Participation Agreement will becorne effective on the date it is signed by all parties.
B. Unless earlier terminated by one of the parties, this Participation Agreement remains in
full force and effect until the earlier of(i) termination of the Master Contract or (ii) any
date provided here: not to exceed the
expiration or termination of the Master Contract.
C_ In the absence of a default by the other party, either party may terminate this Participation
Agreement at any time by giving the other party ninety (90) days prior written notice.
Either party may terminate this Participation Agreement after a default by the other party
as provided in the Master Contract.
D. In the event of non-payment of fees because of insufficient funds in the Settlement
Account or non-payment of an invoice for forty (40) days or more, Contractor may cease
processing following 10 days' notice from Contractor according to the Master Contract.
If Participant is an Agency Participant, payment shall be pursuant to section 215.422, F.S.
If Participant is a Local Government Participant, payment shall be pursuant to legal
requirements applicable to a .Local Government Participant.
V. T'OTICk S
A. Any notice required or permitted to be given under this Participation Agreement or the
Master Contract from one party to the ether will be in writing and will be given and
deemed to have been given when actually received, if hand delivered, delivered by
telephonic facsimile transmission equipment and confirmed by telephone with and
original mailed or hand-delivered thereafter or mailed by certified or registered mail with
postage prepaid to the parLy or their successor at the address specified as follows:
1. Participant;
2. Contractor;
3. Routine notices given by Contractor to Participant, such as transaction details,
changes in terms required by systems updates or Payment Card Organization
changes and any reasonable notice required by the Contractor's services
agreement or addenda, schedules, and attachments, may be delivered by
electronic mail to the address provided by Participant above.
B. Either party may change the address to which notices are to be delivered by giving to the
other party not less than tcn (10) Business slays prior written notice thereof.
V1. ELEC'T'ION OF OPTIONAL SERVICES
Participant hereby elects to receive the following optional services pursuant to the terms and
conditions contained in the various service addenda which are incorporated by reference in the
Master Contract and attached thereto. The terms and conditions contained in a particular addenda
shall not apply to Participant unless and until Participant elects, by indicating herein, or by future
written election signed by the parties, to utilize such optional service.
❑ Account Updater
❑ Data File Manager
❑ Dynamic Currency Conversion
❑ MobilelPay
❑ 1PaylPoint
❑ TransArmor
VII. MISCELLAINFOU PROVISIONS
A. This Participation Agreement, incorporating the terns of the Master Contract, contains
the entire understanding of the parties and supersedes any and all previous discussions,
proposals, or agreements, if any, between the parties with respect to the subject matter
hereof.
B. This Participation Agreement may not be amended except by an instrument in writing
signed by an authorized representative of each of the parties.
C. Limitation of liability shall be according to PUR 1000-20 as r-nodified in the Master
Contract.
D. This Participation Agreement is binding on the parties and their successors and assigns.
Participant's
Name: City of Clearwater, Florida
Select One: ❑ Agency Participant ®Local Governmeat Participant
By:
Printed Name: William B. Norrie, 11
Title: City Manager
Date: 4/17/2015
Contractor's dame: B k of I Ann-cjf N.A.
By:
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Title:
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Banc of America. Merchant Services,
Contractor's Name: LL
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Title:
Tate: 1,20(-70