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EXHIBIT 2
<br />Banking Services Agreement
<br />This Banking Services Agreement (the "Agreement ") is made as of the 6th day of December, 2016 by
<br />and between JPMorgan Chase Bank, N.A. ( "BANKING SERVICES PROVIDER ") and the City of Santa
<br />Ana, a charter city and municipal corporation of the State of California ( "CITY "). In consideration of
<br />the mutual promises herein contained and other good and valuable consideration, the adequacy and
<br />receipt of which is hereby acknowledged, the parties agree as follows:
<br />RECITALS
<br />A. The CITY desires to retain an official depository services (banking services) provider having
<br />special skill and knowledge in the field of banking services, banking technology, and related ancillary
<br />services to include but not be limited to: daily deposit processing, image cash letter (ICL) deposits,
<br />check clearing, wire services, automated clearing house (ACH) transactions, positive pay services,
<br />account reconciliation, direct deposit of accounts payables, account analysis services, client staff training,
<br />the latter, to the extent reasonably required for CITY to utilize the services provided.
<br />B. In undertaking the performance of this Agreement, BANKING SERVICES PROVIDER represents
<br />that it possesses the necessary licenses, capitalization, knowledge, qualifications, skills, personnel, and
<br />technology to provide such services. BANKING SERVICES PROVIDER warrants that any services
<br />performed by BANKING SERVICES PROVIDER under this Agreement will be performed in compliance
<br />with the standard of "ordinary care," as defined in the Uniform Commercial Code (California
<br />Commercial Code, Section 3103 (a)(7)).
<br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
<br />terms and conditions hereinafter set forth, the parties agree as follows:
<br />CITY hereby retains BANKING SERVICES PROVIDER, and BANKING SERVICES PROVIDER
<br />hereby agrees to provide such services as are set forth hereinbelow, in accordance with the terms and
<br />conditions of this Agreement, and represents and warrants to CITY that BANKING SERVICES
<br />PROVIDER accepts such assignment to perform those services, subject to those terms and conditions.
<br />1. Scope of Services
<br />BANKING SERVICES PROVIDER shall perform the following services as described in the CITY's Request
<br />for Proposal (RFP) No. 16- 111 ") and related addendums, as more particularly described in Section 3 -21
<br />(the "RFP "), as clarified and /or modified by BANKING SERVICES PROVIDER'S proposal in response to
<br />such RFP, inclusive of all exhibits and attachments thereto and subsequent responses and clarifications"
<br />provided to the CITY, as more particularly described in Section 3 -21 (collectively, the "Proposal "):
<br />a. BANKING SERVICES PROVIDER will provide CITY with the services described in EXHIBIT A.
<br />and, if later elected by the CITY, EXHIBIT A -1 (subject to the notification requirements contained
<br />therein), each of which is attached hereto and incorporated by reference. BANKING SERVICES
<br />PROVIDER shall provide said services at the time, place, and in the manner specified in the
<br />RFP, as clarified and /or modified by the Proposal and, in the case of Services described in
<br />EXHIBIT A -1 ( "Optional Services "), as described in other agreements specifically related to such
<br />services and agreed to by the CITY.
<br />b. BANKING SERVICES PROVIDER shall furnish at its own expense all labor, materials, equipment
<br />and other items necessary to carry out the terms of this Agreement.
<br />2. Compensation
<br />a. Upon execution of this Agreement, CITY
<br />outlined in EXHIBIT B, as applicable to the
<br />55 E1 -1
<br />will pay BANKING SERVICES PROVIDER as
<br />services selected, and /or EXHIBIT B -1, if Optional
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