2024/03/20 Council Agenda Packet

Category 2: Sensitive information Category 2: For official use only / disclosure permissible by law. three (3) business days with a written plan to cure such failure and prevent such future failures, which plan shall include a reasonable timetable for implementation of the plan. Failure to provide such a written plan shall itself be deemed a material breach. 6. Transparency Laws. A. Transparency Requirements. The City is subject to the Washington Public Records Act, chapter 42.56 RCW and other Washington statutes related to open government and records retention (collectively, the “Transparency Laws”). If the City receives a records request under the Transparency Laws that requests any records that may be considered confidential information or trade secrets of Bank, then the City will give written notice to Bank. The written notice will contain a description of the records that the City intends to disclose and the date when the disclosure will occur. If Bank desires that the records not be disclosed, Bank shall commence an action in Snohomish County Superior Court before the disclosure date. Notwithstanding anything to the contrary in the Banking Services Agreement, the City has no liability whatsoever to Bank for the disclosure or retention of any records when that disclosure or retention is consistent with the Transparency laws or an order applying the Transparency Laws entered by the Snohomish County Superior Court or a State of Washington appellate court. B. Website Posting. Bank acknowledges that the Banking Services Agreements require approval by City Council, which approval may have already been received at the time of this Agreement. Accordingly, Bank acknowledges and agrees that the Banking Services Agreements may be placed on the City’s website for public viewing. 7. Termination. Either party may terminate this Agreement at any time by sending written notice of termination to the other party (“Notice”). The Notice shall specify a termination date (“Termination Date”) at least ninety (90) calendar days after the date the Notice is delivered. The Notice shall be effective (“Notice Date”) upon the actual receipt by the other party (whether by fax, mail, delivery, or other method reasonably calculated to be received by the other party in a reasonably prompt manner). Upon any Notice Date from the City, Bank shall promptly commence a disengagement plan for the Banking Services provided to the City in a reasonable and orderly manner. Bank may also terminate or suspend any Banking Services immediately without notice to the City if any of the following occurs: (a) the City becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change occurs in the City ’s business or financial condition; (c) Bank has reason to believe that the City has engaged in fraudulent or illegal activity; (d) the City fails to maintain balances in accounts sufficient to cover overdrafts; (e) the City violates, or is in default under, the terms of this Agreement or the Banking Services Agreement; (f) the City fails to comply with security procedures or fails to provide information reasonably requested by Bank; (g) Bank determines it is impractical or illegal to provide any Banking Services because of changes in laws, regulations or rules; (h) Bank, in good faith, is unable to satisfy itself that any Banking Services have been properly authorized by the City; or (i) Bank, in good faith, deems itself insecure. Notwithstanding any termination for Bank' s material breach of this Agreement, Bank shall be paid or reimbursed for (a) Banking Services provided to the City up to and including the Notice Date, less any payment previously made for such Banking Services; and ( b) Banking Services provided to the City after the Notice Date and through the Termination Date that were reasonably necessary to terminate the Banking Services provided under this Agreement in an orderly manner. Any Notice shall be sent by the