HomeMy WebLinkAboutContract 41146-E1 (2)CITY SECRETARQjjjjJCONTRACT NO.
EXTENTION OF CITY SECRETARY CONTRACT
NUMBER 41146
BETWEEN THE CITY OF FORT WORTH
AND
JPMORGAN CHASE BANK, N.A.
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This extension to City Secretary Contract No. 41146 (the "Agreement") is made and
entered into between THE CITY OF FORT WORTH, a home -rule municipal corporation
situated in Tarrant, Denton, Parker, and Wise Counties, Texas, (hereinafter referred to as the
"City"), acting by and through Susan Alanis, its duly authorized Assistant City Manager, and
JPMORGAN CHASE BANK, N.A., a Texas Banking Institution, (hereinafter referred to as the
"Bank") acting by and through Adrean M. Williams -Boyd, its duly authorized Fiduciary Officer.
WHEREAS, on November 22, 2010, the City and Bank entered into an agreement
known as City Secretary Contract No. 41146, on file in the Office of the City Secretary of Fort
Worth, under the terms of which the Bank was authorized to open a specialty assets investment
advisory account on behalf of the City for the purpose of executing oil and gas division/transfer
order interests and income received therefrom, receive from third parties bonus and royalty
payments, process oil and gas revenues by well, property and producer, maintain existing oil, gas
and mineral properties account(s) and establish sub -accounts for accounting and distribution
purposes as requested by the City and perform other duties as described in the Agreement; and
WHEREAS, City Secretary Contract No. 41146 provides that the Agreement may be
renewed for up to two (2) one-year periods by mutual agreement of the parties and under the
same terms and conditions; and
WHEREAS, the City and Bank renewed the Agreement for its first one (1) year renewal
term under the same conditions beginning on the 14th day of October 2010 and terminating on
the 14th day of October 2011; and
WHEREAS, the City and Bank renewed the Agreement for its second one (1) year
renewal term under the same terms and conditions beginning October 14, 2011 and terminating
on October 14, 2012; and
WHEREAS, the City issued Request for Proposal No. 12-0172 for banking services and
management of the gas revenue trust funds on May 6, 2012, and Bank did not submit a proposal
to the City for such services; and
WHEREAS, at the time of the execution of this extension, the City was in negotiations
with a party to provide such services; and such negotiations will continue beyond October 14,
2012; and
WHEREAS, Bank has agreed to provide services under City Secretary Contract No.
41146 until a contract is executed with the successor party or until April 13, 2013, whichever is
soonest and the City Council approved such extension by M&C P-11428.
THEREFORE, the City and Bank do mutually agree to extend the Agreement as
follows:
1.
Both parties agree that City Secretary Contract No. 41146 may be extended through April
13, 2013, or until a contract for the banking services and management of the gas revenue trust
funds has been mutually agreed upon by the parties, which is ever is soonest. The City shall issue
thirty (30) days advance written notice of termination to Bank. Bank shall do all things
reasonably necessary to transfer account information and close the account by the thirtieth (30th)
day.
2.
That all other terms and conditions of City Secretary Contract No. 41146 which are not
expressly amended herein, shall remain in full force and effect throughout the term of the
Agreement and this renewal.
IN WITNESS WHEREOF, the parties hereto have executed this renewal of the
Agreement in multiples this 7ihGt day of � , 2012.
CITY OF FORT WORTH:
By:
Susan Alanis
Assistant City Manager
ATTEST:
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APPROVED AS TO FORM AND LEGALITY:
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JPMORGAN CHASE BANK, N.A.:
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Contract Authorization
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CONTRACT AUTHORIZATION:
M&C: P-11428
Date Approved: 09/18/12
3
M&C Review
TV COUNCIL AGENDA
DAT
COUNCIL ACTION: Approved on 9/18/2012
REFE
9/18/2012 '�{���lGE
NO.:
Page 1 of 2
Official site of the City of Fort Worth, Texas
FoRT WORT' I
P-11428 LOG NAME: 13PAMEND OILGASASSI=T MJ
CODE: P TYPE: NON- PUBLIC NO
CONSLNT HEARING:
SUBJECT: Authorize Amendment to Extend the Existing Specialty Assets Investment Account
Agreement with JP Morgan Chase Bank, N.A., for an Additional Amount Up to $60,000.00
for Oil and Gas Mineral Banking Services (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize an amendment to extend the existing Specialty
Assets Investment Account Agreement with JP Morgan Chase Bank, N.A., for oil and Gas Mineral
Banking Services for an additional amount of $60,000.00 for a total Agreement in the amount up to
$540,000.00 and to extend the term of the Agreement until a contract for Banking and Trust Services
can be awarded, finalized and executed or until April 13, 2013, whichever is soonest.
DISCUSSION:
On October 14, 2008, the City Council approved (M&C C-23126) a Specialty Assets Investment
Account Agreement (City Secretary Contract No. 41146) with JPMorgan Chase Bank, N.A. for a two-
year term with an option to extend the contract for two additional one-year terms to open a specialty
assets investment advisory account on behalf of the City for the purpose of executing oil and gas
division/transfer order interests receiving income from third parties for bonus and royalty payments;
processing oil and gas revenues by well, property and producer, maintaining existing oil, gas and
mineral properties account(s), and establishing sub -accounts for accounting and distribution
purposes as requested by the City.
The current Agreement expires on October 14, 2012 and JPMorgan Chase will no longer be
providing these services. A Request for Proposals (RFP) No. 12-0172, Banking and Trust Services,
for oil and gas banking services and management of the gas revenue trust funds was released on
May 6, 2012 and four proposals were received June 14, 2012. JPMorgan Chase did not submit a
proposal.
Currently, Staff is in the process of engaging another entity and finalizing a contract for the Banking
and Trust Services based on the proposals received. JPMorgan Chase Bank, N.A. has been the bank
of record for oil and gas revenue for over 500 leases and 230 wells. Due to the need for a smooth
transition of knowledge and services from JPMorgan Chase to a new entity, JPMorgan Chase has
agreed to extend the terms of the current contract on a month to month basis at the contract cost of
$10,000.00 per month for up to six months until April 13, 2013. If the new contract can be finalized
prior to the April 12, 2013, then this Agreement shall be terminated.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that the funds are available in the current
operating budget, as appropriated, of the participating departments.
BQN\41146Amend\MJ
TO Fund/Account/Centers FROM Fund/Account/Centers
http://apps.cfwnet.org/council_packet/mc revieweaspnD 17348&councildate 9/18/2012 01/14/2013
M&C Review
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Lena Ellis (8517)
Additional Information Contact: Jack Dale (8357)
Marilyn Jackson (2059)
ATTACHMENTS
Page 2 of 2
http://apps.cfwnet.org/council packet/mc review.asp?ID=17348&councildate=9/18/2012 01/14/2013