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HomeMy WebLinkAboutCC RESO 16,027RESOLUTION NO. 16,027 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR BANKING SERVICES WITH SECURITY PACIFIC NATIONAL BANK This resolution notadopted. Was pulled from the Agenda by City Attorney Eiser for further review. DATE: SP bP,-- 19(9,9 iiNi.A. C ,kev o i Anne People , City Clerk AMT. p v P rg2 RESOLUTION NO. 16,027 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR BANKING SERVICES WITH SECURITY PACIFIC NATIONAL BANK BE IT RESOLVED by the City Council of the City of National City that the Mayor is hereby authorized to execute the A• eement for Banking Services Between the City of National ity and Security Pacific National Bank. A copy of said Agreem_ t is on file in the Office of the City Clerk. PASSED an• ADOPTED this 18th day of July, 1989. ATTEST: Lori Anne Peoples, Ci y Cle APPROVED AS TO FORM: George H. Eiser, III City Attorney George H. Waters, Mayor AGREEMENT FOR BANK SERVICES BETWEEN THE CITY OF NATIONAL CITY AND SECURITY PACIFIC NATIONAL BANK This Agreement is made and entered into this day of July 1989, by and between the City of National City, a municipal corporation, hereinafter called "CITY" and Security Pacific National Bank, a private corporation, hereinafter called "BANK". WITNESSETH: WHEREAS, commencing on August 1, 1989 and thereafter from time to time CITY proposes to deposit in BANK monies in the CITY's custody in an aggregate amount on deposit at any one time not to exceed the shareholders' equity of BANK, said monies to be deposited subject to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Section 53630) of the Government Code of the State of California; and WHEREAS, said provisions of the Government Code Section 53649 and 53682 allow CITY to enter into a contract with BANK setting forth the conditions upon which said monies are deposited and services provided; and WHEREAS, in the judgment of CITY, this agreement is to the public advantage; and WHEREAS, BANK is ready, willing, and able to perform the services required by CITY. NOW, THEREFORE, in consideration of the mutual covenants and promises herein. IT IS HEREBY AGREED AS FOLLOWS: I. EFFECTIVITY, TERMINATION AND AMENDMENTS The term of this Agreement shall commence on August 1, 1989 and continue in full force and effect until June 30, 1992, unless otherwise terminated in accordance with this Agreement. This Agreement may be amended in whole or in part at any time by a written instrument signed by CITY and BANK. Any such amendment shall become effective as of the date specified therein. This Agreement may be terminated by either party not earlier than ninety (90) days from delivery of written notice of termination from one party to the other. The termination notice shall specify the effective date of termination of the Agreement. In the event of termination by either party, BANK shall process to completion all transactions initiated by either party prior to the effective date of termination. This Agreement may be extended after June 30, 1992 on a year to year basis by mutual agreement. II. BANKING SERVICES REQUIRED BANK agrees to provide the services required by CITY as described in the Request for Proposal (RFP) Banking Service attached hereto as Exhibit "1" and incorporated herein by reference. AUTOMATED SWEEP ACCOUNT. In order to maximize the investment potential of the CITY's daily collected balances, BANK agrees to maintain the CITY's concentration account under its automated sweep account structure. Any excess collected balance shall be automatically invested into a Treasury -based mutual fund or any other fund offered by BANK that CITY might elect from time to time. Funds shall be automatically returned to the concentration account as required to support checks in progress. Funds invested shall earn interest based on the yield as quoted by the distributor from time to time. The yield quoted by the distributor shall be net of any service charges. No other fees will be charged to CITY. In addition to this Agreement, BANK will be required to enter into a Repurchase Agreement as provided for in the RFP and a standard Contract for Deposit of Moneys pursuant to Sections 53630 et seq. of the Government Code. III. COMPENSATION Compensation for BANK's services shall be on a direct fee basis. CITY will be billed once every quarter and will pay the bills within thirty (30) days from receipt of the invoice. Any earnings allowances earned by CITY's accounts shall be deducted from the total service charges. The fees and charges to be paid pursuant to the terms of this Agreement, for the first year, shall not exceed the per unit charge of those set forth in Exhibit "2" which is attached hereto and incorporated herein by reference. BANK reserves the right to share pricing information with CITY on an annual basis for succeeding years of Agreement. The BANK shall submit to the CITY a monthly account analysis statement describing in detail ledger balances, deposit float, warrant float, collected balances, reserve requirements, funds advanced ( if applicable), earnings rate allowances, and charges for services. The statement will provide detail to support all transactions and calculations. Any discrepancies in the analysis statements and/or invoices noted by CITY shall be reported to BANK within thirty (30) days following receipt. BANK shall review all discrepancies reported and submit written explanation therefor within thirty (30) days of receipt of notification. If CITY does not receive an explanation within the time required, it shall be conclusively presumed that BANK does not dispute the reported discrepancies. Appropriate adjustments shall be reflected on the analysis statements, bank statements or invoices immediately following resolution. The earnings rate allowance on collected balances shall be fixed at the immediately preceding month's average rate of 91-day T-bill. Funds advanced on uncollected balances or negative earnings shall be assessed at 120% of BANK's current prime rate. Account overdrafts shall be assessed at BANK's prime rate plus 1%. IV. INDEPENDENT CONTRACTOR BANK is an independent contractor and under no circumstances shall BANK be considered an agent or employee of CITY. Neither BANK nor its employees shall be entitled to any benefits payable to employees of CITY. V. INDEMNIFICATION BANK shall indemnify, hold harmless, and defend CITY, its officers, agents, and employees from any and all claims, demands, damages, costs, expenses or liability costs including attorney's fees, that arise out of, are alleged to arise out of or are in any way connected with or incident to the duties or obligations of BANK pursuant to this Agreement except to the extent that such claims arise out of the sole active negligence of CITY, its officers, agents, or employees. VI. COMPLIANCE WITH LAWS BANK shall observe and comply with all applicable federal, state, local laws, rules or regulations. BANK shall not discriminate against its employees or applicants for employment because of age, race, religion, color, sex or national origin. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any action brought by either party against the other over any matter arising out of this Agreement shall be determined in the appropriate courts located in the County of San Diego. VII. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision(s). VIII. WAIVER No waiver of a breach of any provision of this Agreement by either party shall constitute a waiver of any other breach of said provision or any other provision of this Agreement. Failure of either party to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. The remedies herein reserved shall be cumulative and additional to any other remedies in law or equity. IX. CONFLICT OF INTEREST BANK, its officers and employees, shall have no interest, and shall not acquire any interests, direct or indirect, which will conflict in any manner or degree with the performance of services required under this Agreement. X. NOTICES Any notices herein provided to be given, or which may be given by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, postage prepaid and addressed as follows: TO BANK: Dennis Sumwalt Vice President Security Pacific National Bank Government Services Division 1200 Third Avenue San Diego, CA 92101 TO CITY: Alex Caloza Director of Finance City of National City 1243 National City Blvd. National City, CA 92050 The address to which notices shall or may be mailed by either party may be changed by written notice given by such party to the other party. Nothing shall preclude the giving of notices by personal service. XI. INTEGRATION In order of precedence, this Agreement and the Banking Services Proposal to the City of National City submitted by BANK on April 13, 1989 which is on file in the Office of the Director of Finance, and hereby incorporated herein by reference, constitute the complete and exclusive statement of understanding between the parties which supersedes all previous agreements, written or oral, and all other communication between the parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED, OR CAUSED TO BE EXECUTED, THIS AGREEMENT ON THE DAY AND YEAR FIRST HEREINABOVE WRITTEN. CITY OF NATIONAL CITY, a municipal corporation Bye George H. Waters, Mayor "CITY" SECURITY PACIFIC NATIONAL BANK, a private corporation By Dennis Sumwalt, Vice President "BANK" APPROVED AS TO FORM: George H. Eiser, III, City Attorney AGREEMENT FOR BANK SERVICES BETWEEN THE CITY OF NATIONAL CITY AND SECURITY PACIFIC NATIONAL BANK This Agreement is made and entered into this day of July 1989, by and between the City of National City, a municipal corporation, hereinafter called "CITY" and Security Pacific National Bank, a private corporation, hereinafter called "BANK". WITNESSETH: WHEREAS, commencing on August 1, 1989 and thereafter from time to time CITY proposes to deposit in BANK monies in the CITY's custody in an aggregate amount on deposit at any one time not to exceed the shareholders' equity of BANK, said monies to be deposited subject to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Section 53630) of the Government Code of the State of California; and WHEREAS, said provisions of the Government Code Section 53649 and 53682 allow CITY to enter into a contract with BANK setting forth the conditions upon which said monies are deposited and services provided; and WHEREAS, in the judgment of CITY, this agreement is to the public advantage; and WHEREAS, BANK is ready, willing, and able to perform the services required by CITY. NOW, THEREFORE, in consideration of the mutual covenants and promises herein. IT IS HEREBY AGREED AS FOLLOWS: I. EFFECTIVITY, TERMINATION AND AMENDMENTS The term of this Agreement shall commence on August 1, 1989 and continue in full force and effect until June 30, 1992, unless otherwise terminated in accordance with this Agreement. This Agreement may be amended in whole or in part at any time by a written instrument signed by CITY and BANK. Any such amendment shall become effective as of the date specified therein. This Agreement may be terminated by either party not earlier than ninety (90) days from delivery of written notice of termination from one party to the other. The termination notice shall specify the effective date of termination of the Agreement. In the event of termination by either party, BANK shall process to completion all transactions initiated by either party prior to the effective date of termination. This Agreement may be extended after June 30, 1992 on a year to year basis by mutual agreement. II. BANKING SERVICES REQUIRED BANK agrees to provide the services required by CITY as described in the Request for Proposal (RFP) Banking Service attached hereto as Exhibit "1" and incorporated herein by reference. AUTOMATED SWEEP ACCOUNT. In order to maximize the investment potential of the CITY's daily collected balances, BANK agrees to maintain the CITY's concentration account under its automated sweep account structure. Any excess collected balance shall be automatically invested into a Treasury -based mutual fund or any other fund offered by BANK that CITY might elect from time to time. Funds shall be automatically returned to the concentration account as required to support checks in progress. Funds invested shall earn interest based on the yield as quoted by the distributor from time to time. The yield quoted by the distributor shall be net of any service charges. No other fees will be charged to CITY. In addition to this Agreement, BANK will be required to enter into a Repurchase Agreement as provided for in the RFP and a standard Contract for Deposit of Moneys pursuant to Sections 53630 et seq. of the Government Code. III. COMPENSATION Compensation for BANK's services shall be on a direct fee basis. CITY will be billed once every quarter and will pay the bills within thirty (30) days from receipt of the invoice. Any earnings allowances earned by CITY's accounts shall be deducted from the total service charges. The fees and charges to be paid pursuant to the terms of this Agreement, for the first year, shall not exceed the per unit charge of those set forth in Exhibit "2" which is attached hereto and incorporated herein by reference. BANK reserves the right to share pricing information with CITY on an annual basis for succeeding years of Agreement. The BANK shall submit to the CITY a monthly account analysis statement describing in detail ledger balances, deposit float, warrant float, collected balances, reserve requirements, funds advanced ( if applicable), earnings rate allowances, and charges for services. The statement will provide detail to support all transactions and calculations. Any discrepancies in the analysis statements and/or invoices noted by CITY shall be reported to BANK within thirty (30) days following receipt. BANK shall review all discrepancies reported and submit written explanation therefor within thirty (30) days of receipt of notification. If CITY does not receive an explanation within the time required, it shall be conclusively presumed that BANK does not dispute the reported discrepancies. Appropriate adjustments shall be reflected on the analysis statements, bank statements or invoices immediately following resolution. The earnings rate. allowance on collected balances shall be fixed at the immediately preceding month's average rate of 91-day T-bill. Funds advanced on uncollected balances or negative earnings shall be assessed at 120% of BANK's current prime rate. Account overdrafts shall be assessed at BANK's prime rate plus 1%. IV. INDEPENDENT CONTRACTOR BANK is an independent contractor and under no circumstances shall BANK be considered an agent or employee of CITY. Neither BANK nor its employees shall be entitled to any benefits payable to employees of CITY. V. INDEMNIFICATION BANK shall indemnify, hold harmless, and defend CITY, its officers, agents, and employees from any and all claims, demands, damages, costs, expenses or liability costs including attorney's fees, that arise out of, are alleged to arise out of or are in any way connected with or incident to the duties or obligations of BANK pursuant to this Agreement except to the extent that such claims arise out of the sole active negligence of CITY, its officers, agents, or employees. VI. COMPLIANCE WITH LAWS BANK shall observe and comply with all applicable federal, state, local laws, rules or regulations. BANK shall not discriminate against its employees or applicants for employment because of age, race, religion, color, sex or national origin. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any action brought by either party against the other over any matter arising out of this Agreement shall be determined in the appropriate courts located in the County of San Diego. VII. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision(s). VIII. WAIVER No waiver of a breach of any provision of this Agreement by either party shall constitute a waiver of any other breach of said provision or any other provision of this Agreement. Failure of either party to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. The remedies herein reserved shall be cumulative and additional to any other remedies in law or equity. IX. CONFLICT OF INTEREST BANK, its officers and employees, shall have no interest, and shall not acquire any interests, direct or indirect, which will conflict in any manner or degree with the performance of services required under this Agreement. X. NOTICES Any notices herein provided to be given, or which may be given by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, postage prepaid and addressed as follows: TO BANK: Dennis Sumwalt Vice President Security Pacific National Bank Government Services Division 1200 Third Avenue San Diego, CA 92101 TO CITY: Alex Caloza Director of Finance City of National City 1243 National City Blvd. National City, CA 92050 The address to which notices shall or may be mailed by either party may be changed by written notice given by such party to the other party. Nothing shall preclude the giving of notices by personal service. XI. INTEGRATION In order of precedence, this Agreement and the Banking Services Proposal to the City of National City submitted by BANK on April 13, 1989 which is on file in the Office of the Director of Finance, and hereby incorporated herein by reference, constitute the complete and exclusive statement of understanding between the parties which supersedes all previous agreements, written or oral, and all other communication between the parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED, OR CAUSED TO BE EXECUTED, THIS AGREEMENT ON THE DAY AND YEAR FIRST HEREINABOVE WRITTEN. CITY OF NATIONAL CITY, a municipal corporation George H. Waters, Mayor "CITY" SECURITY PACIFIC NATIONAL BANK, a private corporation By Dennis Sumwalt, Vice President "BANK" APPROVED AS TO FORM: George H. Eiser, III, City Attorney