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others during the term of this Agreement and agrees that BANKING SERVICES PROVIDER <br />representation of other government sector clients is not a conflict of interest. BANKING <br />SERVICES PROVIDER shall obtain no rights to retirement benefits or other benefits which <br />accrue to CITY's employees, and BANKING SERVICES PROVIDER hereby expressly waives <br />any claim it may have to any such rights. <br />3 -4 Subcontractors: BANKING SERVICES PROVIDER shall have the right to hire <br />subcontractors to provide the services described herein. BANKING SERVICES PROVIDER, in <br />rendering performance under this Agreement shall be deemed an independent contractor and <br />nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a <br />partnership. BANKING SERVICES PROVIDER shall be solely responsible for and shall hold CITY <br />harmless from any and all claims for any employee related fees and costs including without <br />limitation employee insurance, employment taxes, workman's compensation, withholding taxes or <br />income taxes. For all purposes under this Agreement, inclusive of all attachments hereto, <br />"subcontractor" and "subcontract" shall refer to a third party or an agreement with such third party, if <br />any and as applicable, engaged by BANKING SERVICES PROVIDER to specifically aid in the <br />performance of its obligations under this Agreement, but shall not include any third party engaged <br />by BANKING SERVICES PROVIDER, from time to time, in the performance of certain operational, <br />technological, incidental, or back office functions that assist BANKING SERVICES PROVIDER in its <br />performance of services, on a common basis, for all or most of its customers utilizing such services, <br />such latter category of third parties being referred to as Third Party Service Providers. BANKING <br />SERVICES PROVIDER will obtain prior consent to its use of any "subcontractors" in the <br />performance of services, if and to the extent and in the manner required under this Agreement, but <br />shall not be required to notify or obtain written consent from CITY or any other party to its <br />engagement of Third Party Service Providers. <br />3 -5. Notice: Any notice required to be given under this Agreement shall be in writing and <br />either served personally, sent prepaid first class mail, or by express mail courier (i.e. Fed Ex, UPS, <br />etc.). Any such notice shall be addressed to the other party at the address set forth below. All <br />notices, including notices of address changes, provided under this Agreement are deemed <br />received on the third day after mailing if sent by regular mail, or the next day if sent overnight <br />delivery. <br />IF TO CITY: <br />City of Santa Ana <br />Finance & Management Services <br />Attn: Francisco Gutierrez Director of Finance <br />20 Civic Center Plaza (M -17) Santa Ana, CA 92701 <br />Phone: (714) 647 -6960 <br />Facsimile: (714) 647 -5414 <br />IF TO BANKING SERVICES PROVIDER: <br />JPMorgan Chase Bank, N.A. <br />Kerwin Deese, Vice President <br />3 Park Plaza, Floor 09 <br />Irvine, CA 92614 <br />Phone: (949) 833 -4061 <br />Email: kerwin.p.deese(@ipmorgan.com <br />Representative or designees: BANKING SERVICES PROVIDER Primary Representative /Project <br />Manager shall be: <br />55e -13 <br />