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B. The Bank represents that the statements of fact contained in its proposal dated <br /> (the"Bank Proposal") are true and correct, and that no material facts <br /> were omitted that would render such statements misleading. <br /> 3. SERVICES <br /> Bank shall provide the services described in Exhibit A ("Banking Services"), in <br /> accordance with the Banking Services Agreements and the Bank Proposal. Investment <br /> activities and services are not included in the scope of this Agreement. The parties may <br /> mutually agree in writing to add or subtract services from Exhibit A. In order to be effective, <br /> such an agreement must be labelled as an addendum to Exhibit A and must be signed by an <br /> authorized representative of Bank and by the City's Chief Financial Officer. <br /> 4. COMPENSATION <br /> City shall compensate Bank as described in Exhibit A for Banking Services. <br /> 5. DEFAULT <br /> A. Failure to cure any breach within the cure period included in any notice of breach of <br /> this Agreement shall be deemed material. <br /> B. An uncured pattern of failure to accurately, timely or completely process transactions <br /> for the City shall be deemed a material breach of this Agreement. In the event of such <br /> a material breach, City shall provide written notice of such breach. Bank shall <br /> respond to any such notice of breach within three (3)business days with a written plan <br /> to cure such failures and prevent future failures, which plan shall include a reasonable <br /> timetable for implementation of the plan. Failure to provide such a written plan shall <br /> itself be deemed a material breach. <br /> 6. TRANSPARENCY LAWS <br /> A. Transparency Requirements. The City is subject to the Washington Public Records <br /> Act, chapter 42.56 RCW and other Washington statutes related to open government <br /> and records retention(collectively,the "Transparency Laws"). If the City receives a <br /> records request under the Transparency Laws that requests any records that may be <br /> considered confidential information or trade secrets of Bank,then the City will give <br /> written notice to Bank. The written notice will contain a description of the records <br /> that City intends to disclose and the date when the disclosure will occur. If Bank <br /> desires that the records not be disclosed, Bank shall commence an action in <br /> Snohomish County Superior Court before the disclosure date. Notwithstanding <br /> anything to the contrary in the Banking Services Agreement,the City has no liability <br /> whatsoever to Bank for the disclosure or retention of any record when that disclosure <br /> or retention is consistent with the Transparency Laws or with an order applying the <br /> Transparency Laws entered by the Snohomish County Superior Court or a Washington ' <br /> appellate court. <br /> 2 <br />