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HomeMy WebLinkAbout1997-04-22 - RESOLUTIONS - VALENCIA NATIONAL BANK AGMT (2)RESOLUTION NO. 97-50 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA APPROVING AGREEMENT REGARDING DAYLIGHT OVERDRAFT PROTECTION WITH VALENCIA NATIONAL BANK WHEREAS, pursuant to the terms and conditions of the Banking Services Agreement between the City of Santa Clarita and Valencia National Bank, effective June 1, 1997, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. On occasion, it is necessary to provide the City the opportunity to use, disburse, and/or invest funds from the City's bank accounts during a normal business day, prior to these funds having been collected and credited to the City's accounts, which is known as Daylight Overdraft Protection. Daylight Overdraft Protection is defined as an allowance of overdraft of funds only during a period of time within the course of a normal business day insofar as the account has sufficient funds and is not overdrawn at the close of the business day. SECTION 2. The City finds and determines that approval of an agreement with Valencia National Bank to provide daylight overdraft protection is necessary to accommodate the above -referenced goals and to allow for the City to serve the general welfare of the citizens of Santa Clarita. SECTION 3. The City Council hereby approves that certain Agreement which is incorporated and is a binding part of the "Banking Services Agreement," and authorizes the Mayor to execute the Agreement on behalf of the City in substantially the form attached hereto as Exhibit A, subject to approval by the City Attorney. SECTION 4. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED THIS 22nd day of April. 1997, ay'�7'5'w /MAYOR ATTEST: CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) § CITY OF SANTA CLARITA ) I, Sharon Dawson, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 22— day of April , 19 97 by the following vote of Council: AYES: COUNCILMEMBERS: HsrDs, BOYER, DARCY, SMYTR NOES: COUNCILMEMBERS: KT.AJYC ABSENT: COUNCILMEMBERS: NONE CITY CLERK "Exhibit A to Resolution 97 -50 - AGREEMENT FOR BANKING SERVICES BETWEEN THE CITY OF SANTA CLARITA AND VALENCIA NATIONAL BANK This AGREEMENT FOR BANKING SERVICES BETWEEN THE CITY OF SANTA CLARITA AND VALENCIA NATIONAL BANK ("AGREEMENT") is entered into this day of 1997, by the City of Santa Clarita, ("CITY"), and Valencia National Bank ("BANK"). WHEREAS, the CITY issued a Request For Proposal for Banking Services and all Addendums thereto ("RFP"); and WHEREAS, in response to the CITY's RFP, the BANK submitted its PROPOSAL for Banking Services and all Addendums thereto ("PROPOSAL"); and WHEREAS, the CITY has reviewed the various proposals from other financial institutions and has determined that it wishes to maintain an account or accounts with the BANK and desires certain Banking services in connection therewith; and WHEREAS, the BANK is willing to accept such account or accounts and provide such services upon the terms and conditions hereinafter stated; and set forth, WHEREAS, in consideration of the mutual and dependent promises hereinafter NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: The term of this AGREEMENT shall be from the date of execution of this AGREEMENT, and unless renewed or properly terminated as outlined in Section 5 below, shall terminate automatically on the third (3rd) anniversary of the effective date. Subject to the terms and conditions of the AGREEMENT, and upon the CITY's specific requests, which the CITY may make from time to time, the BANK shall provide any or all services requested by the CITY in the RFP or proposed by the BANK in the PROPOSAL. The CITY may from time to time add or discontinue any of the services upon page no. 1 written notice to the BANK. In performing (or causing to be performed) any and all of the services, the BANK shall exercise good faith and due care consistent with industry standards. A copy of the RFP is attached hereto as Exhibits A through F and a copy of the PROPOSAL is attached hereto as Exhibits G through J, and incorporated herein by this reference. The parties acknowledge that the RFP was prepared by the CITY as an expression of the CITY's expectations in connection with this AGREEMENT. The provisions of the RFP and the PROPOSAL shall be construed in such a manner that creates legal rights of the CITY, consistent with the CITY's expectations, and corresponding legal obligations of the BANK. The fees for the services subject to this AGREEMENT are stated in the BANK's PROPOSAL. The fees will be fixed for three years subject to possible adjustments due to changes in the Consumer Price Index; such adjustments may be made only upon giving a thirty (30) day written notice to the CITY. Monthly fees will be paid by way of the CITY maintaining a compensating balance which will be analyzed monthly and any excess or deficit earnings will be carried forward to future months or backwards to prior months; any overall deficit will be settled and paid at each anniversary of the effective date of this AGREEMENT. Any change, deletion, or additions to AGREEMENT can be made by mutual consent of both the CITY and the BANK. CITY may terminate this AGREEMENT at any time by giving ten (10) days' written notice of termination to BANK. BANK may terminate this AGREEMENT at any time upon thirty (30) days written notice of termination to CITY. If BANK or CITY fails to perform any material obligation under this AGREEMENT, then, in -addition to all other remedies, CITY or BANK may terminate this AGREEMENT immediately upon written notice. Upon termination by either CITY or BANK, BANK shall deliver to CITY all property of the CITY in BANK's possession and copies of all reports, documents, and other work prepared by BANK under this AGREEMENT. page no. 2 Termination of this AGREEMENT shall not affect the CITY's payment obligations with respect to services performed by the BANK prior to termination, or any other obligation which survive termination. Upon any termination of this AGREEMENT, the BANK agrees to cooperate with the CITY and provide services necessary to ensure a smooth transition with minimal disruption of the CITY's affairs to another BANK or service provider. The BANK agrees to comply with all applicable laws, statutes, ordinances, rules and regulations of the federal, state and local government in effect in connection with its provision of the services and the fulfillment of its obligations under this AGREEMENT. This AGREEMENT, together with the RFP attached hereto as Exhibits A through F and the PROPOSAL attached hereto as Exhibits G through J, constitutes the entire AGREEMENT between the Parties, and there are no conditions, representations or agreements regarding the matters covered by the AGREEMENT which are not expressed herein. (see agreement file for Exhibits A through J) The law of the State of California shall govern this AGREEMENT. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the county of Los Angeles. In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central District of California, in Los Angeles. This AGREEMENT shall be binding upon the Parties and their respective successors and assigns. This AGREEMENT may be executed in counterparts which taken together shall constitute one AGREEMENT. BANK agrees to indemnify, protect, and defend (with counsel of the City's choice) and hold harmless CITY and all of its officers, agents, elected or appointed officials and employees from any and all liability, claims, damages, or injuries to any person, and all claims which arise from or are connected with the performance of or failure to perform the work or other obligations of this AGREEMENT, or are caused or claimed to be caused by the acts or omissions of its agents or employees, and all expenses of investigation and defending against same; provided, however, that this indemnification and hold harmless shall not include any claim arising from the active negligence or willful misconduct of the CITY, its agent or employees. page no. 3 BANK shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religious creed, national origin, ancestry, physical handicap, medical condition or marital status in connection with or related to the performance of this AGREEMENT. Pj 51410 ► t. Waiver by CITY or BANK of any breach of any of the provisions of this AGREEMENT shall not constitute a wavier of any other provision nor a waiver of any subsequent breach or violation of the same or any other provision of this AGREEMENT. Acceptance by CITY of any work or services by BANK shall not be a waiver of any of the provisions of this AGREEMENT. BANK shall at all times avoid conflict of interest or appearance of conflict of interest with the interests of the CITY in the performance of this AGREEMENT. EXHIBITS "A" through "J" are attached to and incorporated in this AGREEMENT by this reference. Additional language describing specific duties and responsibilities are outlined in the exhibits and are inclusive to contract. (see agreement file for Exhibits A through J) All notices required or permitted to be given under this AGREEMENT shall be sent to the CITY at the following address: City of Santa Clarita Finance Division 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 All other notices and other communications to the BANK hereunder shall be sent to the BANK at the Following address: Valencia National Bank 23620 Lyons Avenue Santa Clarita, CA 91321 Notice shall be deemed effective on the date delivered or transmitted by facsimile or, if mailed, three (3) days after deposit in the mail. page no. 4 All disputes concerning the interpretation, performance, breach or termination of this AGREEMENT shall be decided by binding arbitration before a retired federal or California judge, according to the provisions of Section 1280 et seq. Of the California Code of Civil Procedure, through the Los Angeles County offices of the Judicial Arbitration and Mediation Service ("JAMS"). The parties shall attempt to agree upon a retired judge from the JAMS panel, but if they are unable to agree within thirty (3) days after commencement of a proceeding, JAMS will provide alist of three available judges and each party may strike one. If for any reasons JAMS is unavailable, the dispute shall be decided by a retired federal or California judge, sitting as an arbitrator, and selected by the parties. If the parties are unable to agree upon a retired judge within 30 days after receipt of written notice, a retired judge shall be appointed by the Presiding Judge of the Los Angeles County Superior Court. The arbitrator shall render a written decision stating reasons therefor in reasonable detail within sixty (60) days after his appointment. The arbitrator's award shall be final and enforceable and may be confirmed by the judgment of a court of competent jurisdiction. The prevailing party shall be entitled to recover its costs of arbitration, as well as costs and attorneys' fees, and expert witness fees, as determined by the arbitrator, as well as costs and attorneys' fees in any proceedings to enforce an award. The parties reserve their rights to obtain provisional remedies from the courts, and no application for any such remedy shall be deemed inconsistent with the obligation to arbitrate disputes. Except for nonpayment of any portion of a statement presented to CITY by BANK, if any dispute arises between the parties to this AGREEMENT, BANK shall continue to perform pending resolution of the dispute. Pursuant to the City of Santa Clarita Resolution No. 97-50, the BANK will grant the CITY daylight overdraft protection which allows overdraft of funds only during a period of time within the course of a normal business day insofar as the CITY's account has sufficient funds and is not overdrawn at the close of the business day. The BANK is authorized to honor a telephonic, oral, telegraphic, telex, facsimile or written request which the BANK in good faith believes to have been made by an Authorized Representative for the transfer of funds from any account maintained by the CITY hereunder to any other such account or for any other purpose, including without limitation to transfer funds to an account of the CITY or any third party bank, and to debit and/or credit the CITY's account(s) therefor. page no. 5 WITNESS THE EXECUTION of this AGREEMENT on the day and year first written above. Attest: THE CITY OF SANTA CLARITA City Clerk By: George Caravalho, CITY Manager Date Date: Approved as to form: BURKE, WILLIAMS & SORENSEN By: Carl K. Newton, CITY Attorney Date: COMPANY NAME Date: page no. 6