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fidelity insurance. The insurance certificate shall list the City, its agents, officers, servants and
<br />employees as additional insureds under the CGL policy with respect to the operations and
<br />work performed by the named insured as required by written contract. The General Liability
<br />policy is Primary & Non - Contributory. Waiver of Subrogation applies under the General Liability
<br />and Workers' Compensation policies. The CGL insurance minimum coverage shall be at least
<br />$1,000,000 per incident, claim or occurrence and $2,000,000 aggregate. The Automobile Liability
<br />insurance minimum coverage shall be at least $1,000,000 covering all owned, non - owned, and
<br />hired vehicles. The certificate shall provide that should there be a cancellation, termination, or
<br />non - renewal of the insurance coverage, notice will be delivered in accordance with the policy
<br />provisions. BANKING SERVICES PROVIDER's certificate shall confirm Additional Insured status of
<br />the CITY, its officers, employees, and agents.
<br />3 -10. Equal Opportunity to Draft: The parties have participated and had an equal opportunity
<br />to participate in the drafting of this Agreement. No ambiguity shall be construed against any party
<br />upon a claim that that party drafted the ambiguous language.
<br />3 -11. Assignment: This Agreement shall be binding upon and inure to the benefit of the parties,
<br />their successors, representatives and assigns. BANKING SERVICES PROVIDER shall not
<br />assign this Agreement, or delegate its duties or obligations under this Agreement, without the
<br />prior written consent of CITY, which consent shall not be unreasonably withheld, delayed or
<br />conditioned. Notwithstanding the foregoing, BANKING SERVICES PROVIDER may assign this
<br />Agreement, in whole or in part, without the consent of CITY to any corporation or entity into
<br />which or with which BANKING SERVICES PROVIDER has merged or consolidated; any parent,
<br />subsidiary, successor or affiliated corporation of BANKING SERVICES PROVIDER; or any
<br />corporation or entity which acquires all or substantially all of the assets of BANKING SERVICES
<br />PROVIDER, or of any particular business to which this Agreement relates. Subject to the
<br />foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their
<br />successors or assigns.
<br />3 -12. Delivery of Data: BANKING SERVICES PROVIDER shall provide data relative to City's
<br />accounts with and services provided to CITY by BANKING SERVICES PROVIDER under this
<br />Agreement to City and, upon termination of this Agreement to CITY's successor banking services
<br />provider as is necessary to successfully migrate such services to a successor provider. BANKING
<br />SERVICES PROVIDER shall be entitled to retain all data and transactional records relating to
<br />CITY's accounts in accordance with BANKING SERVICES PROVIDER's standard retention period
<br />for such records. BANKING SERVICES PROVIDER's entitlement to retain records under this
<br />Section shall survive the termination of this Agreement.
<br />3 -13. Intellectual Property Rights: The entire right, title and interest in and to BANKING
<br />SERVICES PROVIDER'S database and all copyrights, patents, trade secrets, trademarks, trade
<br />names, and all other intellectual property rights associated with any and all ideas, concepts,
<br />techniques, inventions, processes, or works of authorship including, but not limited to, all
<br />materials in written or other tangible form developed or created in the course of this Agreement
<br />(collectively, the "Work Product ") shall vest exclusively in BANKING SERVICES PROVIDER or its
<br />subcontractors. The foregoing notwithstanding, in no event shall any CITY -owned data
<br />provided to BANKING SERVICES PROVIDER be deemed included within the Work Product
<br />subject to the provisions of Section 3 -12 above.
<br />3 -14. Discrimination: BANKING SERVICES PROVIDER shall not discriminate because of race,
<br />color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or
<br />disability, as defined and prohibited by applicable law, in the recruitment, selection, training,
<br />utilization, promotion, termination or other employment related activities. BANKING SERVICES
<br />PROVIDER affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal and state laws and regulations binding upon it in the performance of services hereunder.
<br />3 -15. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of
<br />559515
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