55E - RESO - AGMT - DEPOSITORY SRVS

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Services are later selected by the CITY, each of such exhibits being incorporated and included herein. Payment by CITY shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, provided that proof of insurance coverage for the applicable timeframe has been provided or made available to the CITY, consistent with the requirements set forth in section 3 -9. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by CITY. The parties recognize and agree that earnings credit for CITY's funds on deposit with BANKING SERVICES PROVIDER will be applied against fees otherwise payable by CITY and if the fees during any month exceed the earnings credit for CITY's balances during that month, the insufficiency will be carried over each succeeding month until such insufficiency plus subsequently incurred fees are paid in full, subject to settlement each six (6) months. BANKING SERVICES PROVIDER will provide to CITY an account analysis statement each month, depicting fees incurred and earnings credits earned for that month, and following each six month period, will prepare an invoice for fees incurred for the preceding six month period, and the earnings credits earned during that timeframe. If the aggregate earnings credits earned are insufficient to cover the aggregate of fees incurred during that timeframe, CITY shall pay the resulting deficiency to BANKING SERVICES PROVIDER within forty -five (45) days of its receipt of the semi - annual settlement invoice. b. Compensation directly payable by CITY to BANKING SERVICES PROVIDER, exclusive of earnings credit for CITY's funds on deposit with BANKING SERVICES PROVIDER, shall not exceed $65,000 annually for the initial term of this Agreement. Any "not to exceed" amounts for any optional term shall be as agreed by the CITY and BANKING SERVICES PROVIDER. 3. General Provisions 3 -1. Term of the Agreement: Subject to the termination rights in Section 3 -2, the initial term for the provision of services for this Agreement shall be for a period of three (3) years (Initial Term) beginning January 1, 2017, with one two -year option to extend (Extension) exercisable in the sole discretion of the CITY, in a writing executed by the City Manager and the City Attorney so long as the pricing for the Extension remains the same as the Initial Term pricing or lower. Should the exercise of the Extension exceed the pricing of the Initial Term, such Extension shall be subject to City Council approval. The Extension, in any case, shall be subject to BANKING SERVICE PROVIDER's written concurrence to the same, which, among other provisions, may be conditioned upon adjustments in pricing. 3 -2. Termination: Either party shall have the right to terminate this Agreement in the event of a material breach by the other party. Any such termination may be made only by providing ninety (90) days written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have thirty (30) days to cure such breach or breaches. In the event that such cure is not made, this Agreement shall terminate in accordance with the initial ninety (90) days' notice. Notwithstanding the foregoing, either party may terminate the Agreement at any time and for any reason by providing thirty -days (30) written notice to the other party pursuant to Section 3 -5 of this Agreement; provided however, that if BANKING SERVICES PROVIDER has not breached the Agreement and has provided banking services identified in EXHIBIT A, and, if Optional Services are elected, EXHIBIT A -1, prior to the date of termination for which BANKING SERVICES PROVIDER has not been previously paid, BANKING SERVICES PROVIDER shall be entitled to payment as described in EXHIBIT(S) B and /or B -1, as applicable; provided, however, that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 3 -3. Independent Contractor: It is understood that BANKING SERVICES PROVIDER and its subcontractors, if any, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the CITY. CITY understands that BANKING SERVICES PROVIDER may perform similar services for 559 -12