HomeMy WebLinkAboutCDC Union Bank Agreement (Finance)AGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
AND
UNION BANK, N.A.
THIS AGREEMENT is entered into this 5th day of April, 2011, by and between
the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a
municipal corporation (the "CDC"), and Union Bank, N.A., a Financial Institution (the
"CONTRACTOR".
RECITALS
WHEREAS, the CDC desires to employ a CONTRACTOR to provide Banking
and Custody Services.
WHEREAS, the CDC has determined that the CONTRACTOR is a Financial
Institution and is qualified by experience and ability to perform the services desired by the CDC,
and the CONTRACTOR is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONTRACTOR. The CDC hereby agrees to
engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services
hereinafter set forth in accordance with all terms and conditions contained herein.
The CONTRACTOR represents that all services required hereunder will be
performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR.
2. SCOPE OF SERVICES. The CONTRACTOR will perform services as
set forth in the attached Exhibit "A" (Banking RFP Bid Sheet and Custody Schedule of Fees).
The CONTRACTOR shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the CDC for such services, except as authorized in
advance by the CDC. The CONTRACTOR shall appear at meetings cited in Exhibit "A" to keep
staff and the CDC advised of the progress on the project.
The CDC may unilaterally, or upon request from the CONTRACTOR, from time to time
reduce or increase the Scope of Services to be performed by the CONTRACTOR under this
Agreement. Upon doing so, the CDC and the CONTRACTOR agree to meet in good faith and
confer for the purpose of negotiating a corresponding reduction or increase in the compensation
associated with said change in services, not to exceed a factor of 10% from the base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Chris Zapata, Executive Director, hereby is designated as the Project Coordinator
for the CDC and will monitor the progress and execution of this Agreement. The
CONTRACTOR shall assign a single Project Director to provide supervision and have overall
responsibility for the progress and execution of this Agreement for the CONTRACTOR. Randy
Ungersma, Vice President and Senior Relationship Manager, thereby is designated as the Project
Director for the CONTRACTOR.
4. COMPENSATION AND PAYMENT. The compensation for the
CONTRACTOR shall be based on monthly billings covering actual work performed. The total
cost for all work described in Exhibit "A"shall not exceed the schedule given in Exhibit "A"
without prior written authorization from the City Manager. Monthly invoices will be processed
for payment and remitted within thirty (30) days from receipt of invoice, provided that work is
accomplished consistent with Exhibit "A"as determined by the CDC.
The CONTRACTOR shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment under this Agreement, for inspection by the CDC
and for furnishing of copies to the CDC, if requested.
5. ACCEPTABILITY OF WORK. The CDC shall decide any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner of performance, the acceptable completion of this Agreement and the amount of
compensation due. In the event the CONTRACTOR and the CDC cannot agree to the quality or
acceptability of the work, the manner of performance and/or the compensation payable to the
CONTRACTOR in this Agreement, the CDC or the CONTRACTOR shall give to the other
written notice. Within ten (10) business days, the CONTRACTOR and the CDC shall each
prepare a report which supports their position and file the same with the other party. The CDC
shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of
performance and/or the compensation payable to the CONTRACTOR.
6. LENGTH OF AGREEMENT. Completion dates or time durations for
specific portions of the Project are set forth in Exhibit "A".
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The
Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by
the CONTRACTOR for this Project, whether paper or electronic, shall become the property of
the CDC for use with respect to this Project, and shall be turned over to the CDC upon
completion of the Project, or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONTRACTOR hereby
assigns to the CDC and CONTRACTOR thereby expressly waives and disclaims, any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications or other work
prepared under this agreement, except upon the CDC's prior authorization regarding
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reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR
shall, upon request of the CDC, execute any further document(s) necessary to further effectuate
this waiver and disclaimer.
The CONTRACTOR agrees that the CDC may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR's
written work product for the CDC's purposes, and the CONTRACTOR expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any modification or reuse by the CDC of documents, drawings or specifications
prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section
14 but only with respect to the effect of the modification or reuse by the CDC, or for any liability
to the CDC should the documents be used by the CDC for some project other than what was
expressly agreed upon within the Scope of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the
performance of this Agreement will be acting in an independent capacity and not as agents,
employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the
CONTRACTOR's employees are employee of the CDC and are not entitled to any of the rights,
benefits, or privileges of the CDC's employees, including but not limited to retirement, medical,
unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONTRACTOR and
the CONTRACTOR's employees, and it is recognized by the parties that a substantial
inducement to the CDC for entering into this Agreement was, and is, the professional reputation
and competence of the CONTRACTOR and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONTRACTOR without the prior written consent of the
CDC. Nothing herein contained is intended to prevent the CONTRACTOR from employing or
hiring as many employees, or subCONTRACTORs, as the CONTRACTOR may deem necessary
for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR
with its subCONTRACTOR(s) shall require the subCONTRACTOR to adhere to the applicable
terms of this Agreement.
9. CONTROL. Neither the CDC nor its officers, agents or employees shall
have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's
employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent
that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any
manner agents, servants or employees of the CDC, it being understood that the CONTRACTOR,
its agents, servants, and employees are as to the CDC wholly independent CONTRACTORs and
that the CONTRACTOR's obligations to the CDC are solely such as are prescribed by this
Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in
the performance of the services to be provided herein, shall comply with all applicable State and
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City's Standard Agreement— June 2008 revision
Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City
of National City, whether now in force or subsequently enacted.
11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession. The CONTRACTOR represents and covenants that
the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term
of this Agreement, any license, permit, or approval which is legally required for the
CONTRACTOR to practice its profession.
12. STANDARD OF CARE.
A. The CONTRACTOR, in performing any services under this
Agreement, shall perform in a manner consistent with that level of care and skill ordinarily
exercised by members of the CONTRACTOR'S trade or profession currently practicing under
similar conditions and in similar locations. The CONTRACTOR shall take all special
precautions necessary to protect the CONTRACTOR's employees and members of the public
from risk of harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this agreement, the
CONTRACTOR warrants to the CDC that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONTRACTOR's professional performance or the
furnishing of materials or services relating thereto.
C. The CONTRACTOR is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success of the
project the CONTRACTOR has been retained to perform, within the time requirements of the
CDC, or, when no time is specified, then within a commercially reasonable time. Accordingly,
unless the CONTRACTOR has notified the CDC otherwise, the CONTRACTOR warrants that
all products, materials, processes or treatments identified in the project documents prepared for
the CDC are reasonably commercially available. Any failure by the CONTRACTOR to use due
diligence under this sub -paragraph will render the CONTRACTOR liable to the CDC for any
increased costs that result from the CDC's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or, when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall
not discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONTRACTOR will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall include
but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship.
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14. CONFIDENTIAL INFORMATION. The CDC may from time to time
communicate to the CONTRACTOR certain confidential information to enable the
CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CDC. The CONTRACTOR shall limit the use and circulation of
such information, even within its own organization, to the extent necessary to perform the
services to be provided herein. The foregoing obligation of this Section 13, however, shall not
apply to any part of the information that (i) has been disclosed in publicly available sources of
information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONTRACTOR without
any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has
been or is rightfully authorized by that third party.
The CONTRACTOR shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CDC. In its performance hereunder, the
CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
CONTRACTOR shall be liable to CDC for any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The
CONTRACTOR agrees to defend, indemnify, and hold harmless the CDC, its officers and
employees, against and from any and all liability, loss, damages to property, injuries to, or death
of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable
attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims,
of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR's negligent
performance of this Agreement. This indemnification and hold harmless provision shall not
apply when the following two conditions occur: i) the specific transactions and occurrences are
governed exclusively by the California Commercial Code; and, ii) this indemnification and hold
harmless provision is irreconcilable with the California Commercial Code treatment of such
transactions and occurrences.
16. WORKERS' COMPENSATION. The CONTRACTOR shall comply
with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State
of California, the applicable provisions of Division 4 and 5 of the California Government Code
and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall
indemnify, and hold harmless the CDC and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including reasonable attorney's fees and defense costs presented, brought or
recovered against the CDC or its officers, employees, or volunteers, for or on account of any
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liability under any of said acts which may be incurred by reason of any work to be performed by
the CONTRACTOR under this Agreement.
17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall
purchase and maintain, and shall require its subCONTRACTORs, when applicable, to purchase
and maintain throughout the term of this agreement, the following insurance policies:
n A. If checked, Professional Liability Insurance (errors and omissions) with
minimum limits of $1,000,000 per occurrence.
B. Automobile insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles ("any auto").
C. Commercial general liability insurance, with minimum limits of
$1,000,000 per occurrence/$1,000,000 aggregate, covering all bodily injury and property damage
arising out of its operations under this Agreement. The CONTRACTOR has purchased a $5 mil
Umbrella Liability which provides excess liability limits over the CGL.
D. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of CONTRACTOR'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the CDC. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONTRACTOR has no employees subject to the California Workers'
Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said
Declaration shall be provided to CONTRACTOR by CDC.
E. The aforesaid policies shall constitute primary insurance as to the CDC, its
officers, employees, and volunteers, so that any other policies held by the CDC shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CDC of cancellation or material change.
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CDC and its officers, agents and employees as additional
insureds, and separate additional insured endorsements shall be provided.
G. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
H. Any aggregate insurance limits must apply solely to this Agreement.
I. Insurance shall be written with only California admitted companies which
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide, or a company equal financial stability that is
approved by the National City Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
J. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the National City Risk Manager. If the CONTRACTOR does not keep all of such insurance
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policies in full force and effect at all times during the terms of this Agreement, the CDC may
elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and
terminate the Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CDC.
18. LEGAL FEES. If any party brings a suit or action against the other party
arising from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then in
that event, the prevailing party in such action or dispute, whether by final judgment or out -of -
court settlement, shall be entitled to have and recover of and from the other party all costs and
expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not
be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CDC shall, in addition, be limited to the amount of attorney's
fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to
this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the
dispute by mediation in San Diego, California, in accordance with the Commercial Mediation
Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The
costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of,
or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be
settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration
Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the
parties, and a judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to
the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
20. TERMINATION. A. This Agreement may be terminated with or without
cause by the CDC. Termination without cause shall be effective only upon 60-day's written
notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all
services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CDC for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONTRACTOR in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CDC.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONTRACTOR as provided for herein.
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City's Standard Agreement — June 2008 revision
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR,
whether paper or electronic, shall immediately become the property of and be delivered to the
CDC, and the CONTRACTOR shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination, not to exceed the amounts payable hereunder, and less any
damages caused the CDC by the CONTRACTOR's breach, if any. Thereafter, ownership of said
written material shall vest in the CDC all rights set forth in Section 6.
E. The CDC further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a
reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONTRACTOR.
21. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail
(Federal Express or the like); or sent by registered or certified mail, postage prepaid, return
receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or
delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the
earlier of (i) if personally delivered, the date of delivery to the address of the person to receive
such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight
mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if
the address is outside the State of California) after the date of deposit in a post office, mailbox,
mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if
given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or
(v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand,
direction or other communication delivered or sent as specified above shall be directed to the
following persons:
To CDC:
To CONTRACTOR:
Chris Zapata
Executive Director
Community Development Commission
1243 National City Boulevard
National City, CA 91950-4301
Randy Ungersma
VP & Sr. Relationship Manager
530 "B" Street, Suite 535
San Diego, CA 92101
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to constitute receipt of the notice,
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demand, request or communication sent. Any notice, request, demand, direction or other
communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-
eight (48) hours by letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
CDC. The CONTRACTOR also agrees not to specify any product, treatment, process or
material for the project in which the CONTRACTOR has a material financial interest, either
direct or indirect, without first notifying the CDC of that fact. The CONTRACTOR shall at all
times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its
official position to influence in any way any matter coming before the CDC in which the
CONTRACTOR has a financial interest as defined in Government Code Section 87103. The
CONTRACTOR represents that it has no knowledge of any financial interests that would require
it to disqualify itself from any matter on which it might perform services for the CDC.
[1 If checked, the CONTRACTOR shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City
Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall
obtain from the City Clerk.
The CONTRACTOR shall be strictly liable to the CDC for all damages, costs or
expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by the
CONTRACTOR.
23. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
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F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise
made by either party hereto, or by or to an employee, officer, agent or representative of any party
hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby.
J. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
K. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or
any amendments hereto.
--- Signature Page to Follow ---
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year
first above written.
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF
NATIONAL CITY
By:
Ron Morrison, Chairman
APPROVED AS TO FORM:
Claudia G. Silva
CDC Legal Counsel
UNION BANK, N.A.
(Corporation — signatures of two corporate officers)
(Partnership — one signature)
(Sole proprietorship — one signature)
By:
Randy Ungersma, Vice President
By:
(Name)
(Print)
(Title)
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City's Standard Agreement —June 2008 revision
110 UnionBank
CONFIDENTIAL
RE:
BANKER'S PROFESSIONAL LIABILITY/ERRORS & OMISSION INSURANCE
COVERAGE
To Whom it May Concern:
This is to confirm that UnionBanCal Corporation and Union Bank, N.A. has purchased the captioned insurance
coverage as follows:
Insurance Carrier:
Tenn:
Coverage Summary:
Limit:
Deductible:
Chartis Specialty Insurance Company
(A.M. Best Rating: A / XV)
June 30,2010toJune 30,2011
En -ors & Omissions Insurance:
This policy indemnifies UnionBanCal Corporation, Union Bank,N.A. and their
subsidiaries for loss arising from any claim or claims for any allegedwrongful act
in their respective capacities of any employee or of any other person for whose
actions UnionBanCal Corporation is legally responsible in rendering or failing to
render professional services.
$15 Million Primary Coverage
$10 Million
This limit is shared with Directors & Officers Liability and Employment
Practices Liability.
The above statements are CONFIDENTIAL and not for wide distribution and the policy coverage is subject to
change at renewal. Request for additional information should be directed to the Insurance & Risk Manager.
Further, the document is a synopsis of coverage only; the policy contains exclusions and/or limitations not
shown here.
Union Bank, N.A. has assets in excess of $68 billion. Consistent with other major U.S. banks, it is our risk
management practice to purchase commercial insurance for only those risks that would be catastrophic in
nature or could pose a serious threat to a corporation of our size. This typically means that insurance is
purchased in relatively high limits, excess of significant retention or deductibles, on a broad form corporate
blanket policy.
Finance Division
400 California Street
San Francisco. CA 94104
A member of r4UFG, a global financial group
Signed
John M. B
Senior Vice resident and
Insurance & ';isk Manager
Tel. 415 765 0400
Date July 1, 2010
UnionBank
CONFIDENTIAL
RE: AUTOMOBILE LIABILITY INSURANCE COVERAGE
To Whom It May Concern:
This is to confirm that UnionBanCal Corporation and Union Bank, N.A. has purchased the captioned insurance
coverage as follows:
Insurance Carriers: Tokio Marine & Nichido Fire Insurance Company, Ltd.
(A.M. Best Rating: A++/ XV)
Term: January 1, 2010 to January 1, 2011
Coverage Summary: Automobile Liability Insurance:
This policy insures UnionBanCal Corporation, Union Bank, N.A., and their
subsidiaries for bodily injury and property damage liability arising from the
operation of any vehicles (owned/ non -owned/ hired).
Limit: $1 Million
Deductible: $ - 0 -
The above statements are CONFIDENTIAL and not for wide distribution and the policy coverage is subject to
change at renewal. Request for additional information should be directed to the Insurance & Risk Manager.
Further, the document is a synopsis of coverage only; the policy contains exclusions and/or limitations not
shown here.
Finance Division
400 California Street
San Francisco. CA 94104
.A remember of MUFG. a global financial 5r000
Signed
Jo , •.Bell
Senio ice President and
Insurm e & Risk Manager
Date January I, 2910
Tel. 415 765 0400
111 UnionBank
CONFIDENTIAL
RE: COMMERCIAL GENERAL LIABILITY INSURANCE COVERAGE
To Whom It May Concern:
This is to confirm that UnionBanCal Corporation and Union Bank, N.A. has purchased the captioned insurance
coverage as follows:
Insurance Carriers: Tokio Marine & Nichido Fire Insurance Company
(A.M. Best Rating: A++/ XV)
Term: January 1, 2010 to January 1, 2011
Coverage Summary: Commercial General Liability Insurance:
Limit:
This policy insures UnionBanCal Corporation, Union Bank, N.A., and their
subsidiaries for liability arising out of its premises and operations, Personal Injuries,
Fire Damage, Advertising Liability and Contractual Liability. It excludes liability
for pollution, asbestos and professional errors & omissions, among others.
$ 1 Million General Liability
$ 5 Million Umbrella Liability
$ 6 Million
Deductible: $ - 0 -
The above statements are CONFIDENTIAL and not for wide distribution and the policy coverage is subject to
change at renewal. Request for additional information should be directed to the Insurance & Risk Manager.
Further, the document is a synopsis of coverage only; the policy contains exclusions and/or limitations not
shown here.
Finance Division,,
400 California Street
San Francisco, CA 94104
A nambcr of munG, a glottal financial 4ruup
Signed
John 4E:el
Senior ce President and
Insurance & Risk Manager
Date January 1, 2010
Tel. 415 755 0400
bUnionBank
CONFIDENTIAL
RE: WORKERS' COMPENSATION & EMPLOYERS LIABILITY INSURANCE COVERAGE
To Whom It May Concern:
This is to confirm that Union Bank, N.A. has purchased the captioned insurance coverage as follows:
insurance Carriers: Trans Pacific Insurance Company
(A.M. Best Rating: A++/ XV)
Term: January 1, 2010 to January 1, 2011
Limit: Statutory Coverage A
SI million - Coverage B
Coverage Summary: Workers' Compensation & Employers Liability Insurance:
Co�craec A: ee.er 11 ee..t1 w
Corporation, Union Bank, N.A., and their subsidiaries under the workers'
compensation act of the states listed in the policy.
Coverage B: covers for situation in which employees of Union BinCal
Corporation, Union Bank, N.A, and their subsidiaries not covered under Workers'
Compensation laws could sue for injuries suffered under common law liability.
The above statements are CONFIDENTIAL and not for wide distribution and the policy coveage is subject to
change at renewal. Request for additional information should be directed to the Insurance & Risk Manager.
Further, the document is a synopsis of' coverage only; the policy contains exclusions and/or limitations not
shown here.
Finance Division
400 California Street
San Francisco. CA 94104
A member of MUF a, a glcbel finam;.al greap
Signed
John
Senio ice President and
Insu . { & Risk Manager
Date January 1, 2010
Tel. 41S 76S 0400
CITY OF NATIONAL CITY
RFP BID SHEET DUE 9/30/2010
EXHIBIT A
UNION BANK, N.A.
WELLS
BOA
COMBINED
Proposed
Extended
SERVICE
UNIT OF
Volume
Volume
Volumes
Unit
Proposed
DESCRIPTION
MEASURE
Price $
Price $
ACCOUNT ANALYSIS
IACCT MAINTENANCE - WEB
PER/ACCOUNT
5
3
8
5.00
40.00
SUBTOTAL
ACCOUNT RECONCILIATION
DEPOSIT RECON MONTHLY MAINT
PER ACCT/MONTH
0
2
2
20.00
40.00
POS PAY MONTHLY MAINT
PER ACCT/MONTH
4
2
6
40.00
240.00
TRANSMISSION ISSUE INPUT -BASE
PER/TRANSMISS'N
1
10
11
2.00
22.00
TRANSMISSION ISSUE INPUT -ITEM
ITEM
0
663
663
0.02
13.26
CHECK PAID TRUNCATED
ITEM
225
654
879
0.07
61.53
DEPOSIT RECONCILEMENT - ITEM
ITEM
0
42
42
0.00
0.00
OUTSTANDING ONLY REPORT
PER/REPORT
2
0
2
2.00
4.00
TRANSMISSION OUTPUT- PER TX
$10.00/TRANS
1
2
3
2.00
6.00
TRANSMISSION OUTPUT- PER ITEM
ITEM
233
654
887
0.005
4.44
IMAGE CD - ROM
PER/CD ROM
1
0
1
15.00
15.00
IMAGE CHECKS
ITEM
231
654
885
0.02
17.70
EXPRESS MAIL DELIVERY
PER PACKAGE
0
1
1
5.00
5.00
WEB POS PAY -EXCEPTIONS
ITEM
0
1
1
0.20
0.20
SUBTOTAL
BUSINESS CHECKING
ELECTRONIC CREDIT
EACH
14
24
38
0.10
3.80
ELECTRONIC DEBIT
EACH
9
8
17
0.10
1.70
BANK STATEMENT WEB
EACH
5
3
8
1.00
8.00
ENHANCED FDIC INSURANCE
PER /$1000
2,162.0
720.0
_
2,882
0.00
0.00
FDIC INSURANCE (000's)
PER /$1000
2,162.0
970.0
3,132
0.1263
395.57
FICO INSURANCE (000's)
PER /$1000
2,162.0
970.0
3.132
0.0083
26.00
SUBTOTAL
CHECK PROCESSING
UNENCODED COURIER DEPOSIT
PER/DEPOSIT
1
10
11
1.60
17.60
ON -US CHECKS SERV. CTR DEPOSIT
ITEM
6
1
7
0.03
0.21
LOCAL CLR. HSE./SER. CTR
ITEM
5
766
771
0.04
30.84
LOCAL FED DIST 12-SERV CTR DEP
ITEM
9
1
10
0.06
0.60
ENCODING FEE- SERV. CTR. DEP.
ITEM
40
766
806
0.03
24.18
OTHER FED - SERV CTR DEPOSIT
ITEM
20
1
21
0.10
2.10
SUBTOTAL
ACH ORIGINATION
DIRECT SEND MONTHLY BASE FEE
PER BATCH HEADER
1
1
30.00
30.00
DIRECT SEND CREDIT TRANSACTION
ITEM
299
1,804
2,103
0.02
42.06
DIRECT SEND RETURNS FILE
ITEM
1
0
1
2.00
2.00
INPUT- DATA TRANSMISSION
PER TRANSMISSION
5
3
8
2.00
16.00
ACH WEB MONTHLY BASE FEE
PER BATCH HEADER
2
0
2
30.00
60.00
ACH WEB BATCH RELEASE
PER/TRANSMISSION
1
0
1
1.00
1.00
ACH CREDIT TRANSACTIONS
FIRST 100 FREE,
THEN.25
5
0
5
0.00
0.00
NOC-FAX
ITEM
0
5
5
2.00
10.00
SUBTOTAL
CASH VAULT SERVICES
TELEPHONE ORDER
PER/ORDER
0
1
1
5.00
5.00
CURRENCY ORDERED -TELLER FIT (000's)
PER/$1000
0.0
0.9
1
1.00
0.90
COIN DEPOSITED NON-STANDARD
PER/EQUIV ROLL
0
1
1
0.12
0.12
DEPOSIT - CASH OR COIN ONLY
PER/DEPOSIT
0
25
25
1.45
36.25
CURRENCY DEPOSITED -UNSTRAPPED (000's)
PER/$1000
0.164
18.400
19
1.20
22.28
SUBTOTAL
This document is exempt from public disclosure pursuant to California Government Code Section 6254(K) as that section is further defined by sections 6275 &
6276.44 of said Government Code and by the Uniform Trade Secrets Act (California Code Section 3426-3426.11, inclusive). Please refer to the Government Services
Schedule of Fees for additional service fees and charges not identified on the Bid form.
1
�� UnionBank
CITY OF NATIONAL CITY
RFP BID SHEET DUE 9/30/2010
UNION BANK, N.A.
SERVICE
DESCRIPTION
UNIT OF
MEASURE
WELLS
Volume
BOA
Volume
COMBINED
Volumes
Proposed
Unit
Price $
Extended
Proposed
Price $
GOVERNMENT CUSTOMER SERVICE
COPY OF CHECK -FAX (ONLINE IS FREE)
PER/FAX PAGE
0
2
2
0.00
0.00
SUBTOTAL
ELECTRONIC PAYMENT AUTHORIZATION (ACH BLOCKS AND FRAUD FILTERS)
EPA MONTHLY MAINTENANCE
PER ACCOUNT
2
2
4
10.00
40.00
EPA ACTIVITY REPORT
PER ACCOUNT
1
0
1
2.00
2.00
EPA FILTERS
PER ACCOUNT
1
0
1
5.00
5.00
SUBTOTAL
WEB CHECK IMAGE ACCESS
SINGLE ITEM QUERY
ITEM
0
1
1
0.00
0.00
SUBTOTAL
INFORMATION REPORTING
WEB PRIOR DAY REPORT ACCOUNT
PER/REPORT
5
5
10
20.00
200.00
WEB PRIOR DAY ITEM PRINTED
PER/ITEMS PRINTED
259
819
1,078
0.03
32.34
WEB CD ITEMS PRINTED
PER/ITEMS PRINTED
0
268
268
0.03
8.04
WEB CURRENT DAY REPT ACCOUNT
PER/REPORT
5
2
7
20.00
140.00
SUBTOTAL
DEPOSITED ITEMS RETURNED
DEPOSITD ITEMS RETURND-RECLEAR
ITEM
0
3
3
1.00
3.00
DEPOSITD ITEMS RETURND-CHRGBK
ITEM
0
3
3
1.50
4.50
ENDORSEMENT GUARANTEE/RECLEAR
ITEM
0
3
3
3.00
9.00
SUBTOTAL
WEB STOP PAYMENTS
WEB ACCT RECON STOP PMT
ITEM
1
0
1
3.00
3.00
SUBTOTAL
WIRE TRANSFERS
WIRE TRANSFER MONTHLY FEE/WEB
PER CLIENT
0
1
1
20.00
20.00
INCOMING DOMESTIC REPETITIVE
ITEM
2
5
7
2.00
14.00
FACSIMILE ADVICE INCOMING WIRE
ITEM
0
7
7
2.00
14.00
OUTGOING DOMESTIC WIRENVEB
ITEM
3
1
4
4.00
16.00
OUTGOING INTL WIRE USD/WEB
ITEM
0
1
1
10.00
10.00
SUBTOTAL
ZERO BALANCE ACCOUNTS
ZBA CONCENTRATION ACCOUNT .
CONCENTRATION
1
1
2
0.00
0.00
SUB LEVEL 1
ZBA AFFILITATES
1
2
3
5.00
15.00
SUBTOTAL
MONTHLY TOTAL
$1,741.21
This document is exempt from public disclosure pursuant to California Government Code Section 6254(K) as that section is further defined by sections 6275 & 6276.44
of said Government Code and by the Uniform Trade Secrets Act (California Code Section 3426-3426.11, inclusive). Please refer to the Government Services
Schedule of Fees for additional service fees and charges not identified on the Bid form.
2
to UnionBank
CITY OF NATIONAL CITY
RFP BID SHEET DUE 9/30/2010
UNION BANK, N.A.
SERVICE
DESCRIPTION
UNIT OF
MEASURE
WELLS
Volume
BOA
Volume
COMBINED
Volumes
Proposed
Unit
Price $
Extended
Proposed
Price $
ENHANCEMENTS AND OPTIONAL SERVICES
ACCOUNT RECON STALE DATE FEATURE
5.00
STALE ITEMS
0.01
BILL CONSENTRATION SERVICE
MONTHLY BASE
100.00
BCS TRANSMISSIONS
PER TRANSMISSION
2.00
BCS ONLINE PAYMENTS
PER ITEM
0.08
BCS DETAIL REPORT
PER MONTH
2.00
LAIF INVESTMENT TRANSFERS
PER TRANSFER
0.00
WEB INSTATAX SYSTEM
MONTHLY BASE
5.00
WEB INSTATAX ELECTRONIC PAYMENTS
PER PAYMENT
1.50
REMOTE DEPOSIT CHECK 21 SCAN SERVICE
FIRST ACCOUNT
75.00
REMOTE DEPOSIT ADDITIONAL ACCOUNTS
ADD'L ACCOUNTS
5.00
RD CHECKS PROCESSED
PER CHECK
0.08
RD ELECTRONIC DEPOSITS SUBMITTED
PER DEPOSIT
0.75
"UNION BANK WILL PAY FOR THE FIRST TWO SCANNERS FOR THE CITY
NAME OF PROPOSING BANK
ECR FOR JULY 2010
FIXED UNIT PRICING: NUMBER OF YEARS
AUTHORIZED OFFICER'S NAME
AUTHORIZED OFFICER'S SIGNATURE
CONVERSION ALLOWANCE
UNION BANK, N.A.
.40% MINIMUM RATE
5 YEARS
(FDIC/FICO premiums not included in fixed price guarantee)
This document is exempt from public disclosure pursuant to California Government Code Section 6254(K) as that section is further defined by sections 6275 &
6276.44 of said Government Code and by the Uniform Trade Secrets Act (California Code Section 3426-3426.11. inclusive). Please refer to the Govemment Services
Schedule of Fees for additional service fees and charges not identified on the Bid form.
3
1� UnionBank
I UnionBank-
Mk
SCHEDULE OF FEES
Municipalities and Public Agencies
Effective July 20, 2009
INSTITUTIONAL
CUSTODY SERVICES
MONTHLY
ADMINISTRATION FEE
ITEMIZED FEES
MINIMUM ANNUAL
FEE
DISCLOSURES
ACKNOWLEDGMENT
New account set-up
Free receipt of assets transferring into Union Bank
Asset safekeeping
Trade settlements
Income collections
Capital changes and proxy processing
Daily cash sweep
Account statement — Holdings and Transactions
Dedicated relationship manager assigned to your account
Account access to Online Trust & Custody
$50
Transaction Fee
Depository Eligible
Depository Ineligible
Monthly Holding Fee*
Depository Eligible
Depository Ineligible
Disbursements — Wires/Checks
P&I Paydowns
Out -of -Pocket Expenses
Initial Account
Per additional Sub -account
$15
$40
$1
$4
$10
$5
As incurred
$3, 500
$600
Market value used for fee calculations on fee invoices may differ slightly from market values on client statements
due to posting of accruals, late pricing of securities, and/or other timing issues.
A transaction is defined as any activity affecting assets including purchases, sales, tender offers, stock dividends,
free deliveries, maturities, exchanges, redemptions, etc. Fees for foreign securities, foreign exchange -
transactions, international wires, and non-standard services are quoted separately. Union Bank retains the right
to charge special fees for extraordinary services not covered in this fee schedule.
You may be assessed an overdraft charge for any negative balance in your account, provided such advance or
overdraft is not related to Bank errors or omissions. Current overdraft charges are at the Bank's Prime Rate + 4%
per annum for the amount and number of days any negative balance exists in your account. This rate may be
subject to change upon notification Please see your account Agreement for additional information.
Fees are charged quarterly against the Client's account unless otherwise agreed. This fee schedule is subject to
change upon thirty (30) days written notice.
`includes cash sweep
Client Name
Authorized Client Representative Date
Union Bank Representative Date
Elavon / b UnionBank
Debit Network Schedule of Fee Charges
Debit
Network
IC %
IC Per
Item
Chg.
Switch Fee
per Auth
Transaction
Cost
CAP
Elavon
Markup
Accel
0.75%
$0.1500
$0.0300
$0.1800
No Cap
$0.2000
Star
0.80%
$0.1700
$0.0325
$0.2025
No Cap
$0.2000
Interlink
0.95%
$0.2000
$0.0350
$0.2350
No Cap
$0.2000
Maestro
0.90%
$0.1500
$0.0250
$0.1750
No Cap
$0.2000
NYCE
0.75%
$0.1700
$0.0425
$0.2125
No Cap
$0.2000
Pulse
0.75%
$0.1000
$0.8000
$0.1800
No Cap
$0.2000
Shazam
0.75%
$0.1500
$0.0400
$0.1900
No Cap
$0.2000
NETS
0.75%
$0.1500
$0.0400
$0.1900
$0.5000
$0.2000
AFFN
0.65%
$0.1200
$0.0350
$0.1550
$0.5000
$0.2000
CU 24
0.751)/0
$0.1500
$0.0280
$0.1780
$0.8000
$0.2000
Alaska
0.00%
$0.0000
$0.2600
$0.2600
$0.0000
$0.2000
* schedule current as of 09/14/10, Debit Networks are not affiliated with Elavon and control the pricing of this
service, the fees are subject to change at any time...
Elavon will charge a $0.20-$0.50 transaction fee (depending on average ticket) in addition to
the Debit Network fees shown above.
PIN -Debit transactions will be charged as follows:
Example 1:
If the transaction is $50.00 on the Interlink Network (no Cap):
*$50.00 x 0.95% + $0.20 + $.0350=$0.71 (Debit Network Costs) + Elavon Markup
($0.20-$0.50) = $ 0.91-$1.21
Example 2 :
If the transaction is $50.00 on the NETS Network which has a (Cap) on fees:
* $50.00 x 0.75% + $0.15 + $0.0400= $0.56 however there's a Cap on fees charged by
the NETS Network so the total Debit Network cost you will incur is $0.50 + Elavon
Markup ($0.20-$0.50)= $ $0.70-$1.00
In today's world about half of all credit cards processed are Debit Cards so depending on
which Debit Network that processes the transaction (determined by the Bank who issued
the card) you can realize a savings if you add PIN Pads to each terminal to capture the
consumer's PIN on the larger ticket sizes.