Reso 2014-2242 - Laserfiche WebLink

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City of Sunny Lyles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947 -0606 phone (305) 949-3113 Fax 5. COMPENSATION. For the Services authorized in the RFP and the Proposal, the City agrees to maintain monies on deposit with the Bank in a special cash management compensation account, in an amount which will be at least enough to cover all of the appropriate charges for the Services, per the Proposal's pricing section. In accordance with the Bank's Proposal, as set forth in Exhibit B, attached hereto and incorporated herein by reference, Bank will provide the City with an account analysis statement and will automatically credit the designated account monthly with any interest earned, or debit the designated account monthly for any fees incurred. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Bank hereby represents and warrants to the City that it has full power and authority to enter into this Agreement and fully perform its obligations hereunder without the need for any further corporate or governmental consents or approvals, and that the persons executing this Agreement are authorized to execute and deliver it. Assuming the due authorization, execution, delivery, legality and enforceability hereby by or against the City when executed and delivered by the parties, this Agreement will constitute a valid and binding agreement of the Bank, enforceable against it in accordance with its terms, subject only to the application of general principles of equity and limitations arising from bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally. Bank shall at all times during the term of this Agreement and during the term of any renewal or extension of this Agreement be a member of the Federal Deposit Insurance Corporation and authorized by the Office of the Comptroller of the Currency to operate as a national banking association. (b) The Bank has not employed or retained any person employed by the City to solicit or secure this Agreement and it has not offered to pay, paid, or agreed to pay any person employed by the City any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. (c) The Bank is aware of the conflict of interest laws of the Ordinances and regulations of the City of Sunny Isles Beach, Miami -Dade County, and the State of Florida, and covenants that the Bank will fully comply in all material respects with the terms of said laws. (d) At the request of the Bank, the City agrees to cause its designated officials or their designees to execute such signature cards and other signature and identification verification documents as the Bank deems reasonably necessary for purposes of establishing appropriate security measures in connection with the Services to be provided hereunder. 7. ASSIGNMENT AND PERFORMANCE. Neither this Agreement nor any right or interest herein shall be assigned, transferred or encumbered without the written consent of the other party. City may terminate this Agreement, effective immediately, if there is any assignment, or attempted assignment, transfer, or encumbrance, by Bank of this Agreement or any right or interest herein without City's written consent. Notwithstanding the foregoing, for purposes of this Agreement, the City acknowledges and agrees that the acquisition of all or substantially all of Bank's assets by another institution shall not be deemed an assignment, nor shall the transfer of this Agreement or any of Bank's rights or obligations hereunder to an affiliate be considered an assignment. Additionally, for any subcontracting or assignment for 3