2016/06/01 Council Agenda Packet

1 0 • 31.3 The Bank, therefore, agrees to hold all such material and information in strictest confidence, not to make use thereof other than for the performance of this Agreement,to release it only to authorized employees requiring such information, and not to release or disclose it to any other party. 31.4 Notwithstanding anything apparently to the contrary in the preceding provisions of this section, the Bank may release the material and information described in this section to authorized bank examiners and to its internal and external auditors for official use and may also release it pursuant to a subpoena or other order issued by a court of competent jurisdiction, as otherwise required by law or regulation, and to its attorneys, agency or affiliates having the need to know the same, provided that the Bank advises such recipient of the confidential nature of the information being disclosed. The Bank shall promptly notify the Agency of any such subpoena or order upon its receipt. 32. AUDITING The Bank shall permit representatives of the Agency, an auditor selected by the Agency, and/or the Auditor of the State of Washington or their authorized assistant to examine the records of the Bank relating to the services rendered under this Agreement, including securities transactions. Such audits may include, but are not limited to, examination of the securities themselves. If the Bank has contracted for deposit of the securities with another bank, the Bank shall require its Subcontractor to provide similar access to the designated Agency officials or their representatives. Any audits required by this section which do not necessitate the compilation of records in addition to those which are otherwise required by other sections of this Agreement may be conducted without notice. Any audits required by this section which require the compilation of records in addition to those which are otherwise required by this Agreement may be conducted upon reasonable written notice from the Agency to the Bank. The provisions of this section shall remain in effect for eighteen (18) months after the expiration, or sooner termination, of this Agreement. Records of Agency transactions must be kept and maintained by the Bank for a period of no less than seven(7) years from • the date of the transaction. 33. COMMITMENTS,WARRANTIES,AND REPRESENTATIONS 33.1 Any written commitment by the Bank within the scope of this Agreement shall be binding upon the Bank. Failure of the Bank to fulfill such a commitment may constitute breach and shall render the Bank liable for damages due the Agency under the terms of this Agreement. 33.2 For purposes of this Agreement, a commitment by the Bank, which must be in writing, includes: (1) prices and options committed to remain in Statewide Custody Provider Program Agreement for Custody Services 15 117