2016/06/01 Council Agenda Packet

_10 34. PRICE INCREASES 34.1 The Bank agrees to provide the Services at the costs, rates, and fees set forth in Exhibit C, Custody Fee Schedule. No other costs, rates, or fees shall be payable to the Bank for services covered under this Agreement. 35. ANCILLARY SERVICES 35.1 Contingency Plan. The Bank shall have a comprehensive contingency plan for timely disaster recovery in the event systems are rendered inoperative due to fire, flood, or other disaster. 35.2 Pricing Services. To the extent that the Bank provides values of, and pricing information with respect to, securities, the Bank is authorized to utilize generally recognized pricing services (including brokers, dealers, and market makers). The Bank shall not be liable or responsible for or be under any duty to inquire into, nor be deemed to make any assurances or warranties with respect to, the accuracy or completeness of such values or information, even if the Bank, in performing services for itself and others, including services similar to those performed for the Agency, receives different valuations of the same or similar securities of the same issuer. In the event such services are unable to provide a value of or pricing information with respect to securities, and the Bank, nevertheless, provides values and pricing information, the Bank shall so advise the Agency, but shall have no other obligation or liability with respect to such valuation or pricing information. 36. PROPER INSTRUCTIONS AND EVIDENCE OF AUTHORITY The term "Proper Instructions" shall mean instructions received by the Bank from the Agency or any person duly authorized by it. Such instructions may be in writing signed by the authorized person or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means as may be agreed to from time to time by the Bank and the party giving such instructions (including, without limitation, oral instructions if so agreed). The Agency shall cause its duly authorized officer to certify to the Bank in writing the names and specimen signatures of persons authorized to give proper instructions. The Bank shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Agency to the contrary. The Bank shall be protected in acting upon any instructions, notice, request, consent, certificate, instrument, or paper reasonably believed by it to be genuine and to have been properly executed or otherwise given by or on behalf of the Agency. The Bank may receive and accept a certificate from the Agency as conclusive evidence (i) of the authority of any person to act in accordance with Statewide Custody Provider Program Agreement for Custody Services 17 119