HomeMy WebLinkAboutContract 41146-E2 CiTy SECRETARY
CONTRACT NO, Ll
SECOND EXTENSION OF: CITY SECRETARY CONTRACT
NUMBER 41146
BETWEEN THE CITY OF FORT WORTH
AND
JPM ORE Ali CHASE BANK, N.A.
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This second 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 Wisle Counties, Texas, (here�inafter referred to as the
"City"), acting by and through Susan Alan s, 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 accounts) and establish sub-accounts for accounting and distribution
purposes as requested by the City and perform other duties as described in the A reement; and
9 9
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
and
same terms and conditions; anu
'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 2,010 and terminating on
the 141h day of October 2011- and
WHEREAS, the City and Bank renewed the Agreement for its second one (1) year
renewal to 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, City anticipated that its negotiations with another party to provide such
services would continue beyond October 14, 2012; and
WHEREAS, via City Secretary Contract N . 41146-E I, City and and agreed to extend
the to of the Agreement and Bank agreed to provide services under City Secretary Contract
N . 41146 until a contract was executed with the successor party, or until April 13, 2013,
whichever occurred sooner- and,
OVVICI,AL RFOCoORD
ORD
R
y
.cREITARY
PR 12, CITy Sr 11 T X
FTe WORIM,TX
avm
phi
WHEREAS, the contract with the successor party has not yet been executed by the City
b ''o *
and transition of banking services from Bank to the successor party is anticipated to extend
beyond Apri 1 13,, 201 .
NOW THEREFORE, the City and Bank do, mutually agree to a second extension of the
Agreement as follows:
10
Both parties agree that City Secretary Contract Nol. 41146 may be extended on a month to
month basis until a successor contract for the banking services and management of the gas
revenue trust funds is executed and Bank and the City agree that the transition of services to the
successor party is complete, but not later than October 13, 2013. The City shall issue thirty (30)
days advance written notice of termination to Bank. Bank shall do all things reasonably
11
necessary to transfer account information and close the account(s) by the thirtieth, (3 01 th) day.
2*
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 second extension.
IN WITNESS
HEM F. the parties, e eto acre, executed this second extension of
the Agreement in multiples this day of 2013.
f
CITY ' F'O,RT WO TH3-4 JPM0 GA H E' NK, N
4 By:
C ;F
B M
us, A%.-001F
s,an Alanis Adrean M. Williams-Boy
Assistant City Manager Fiduciary Officer
Xy
02
ATTEST', AT TEST
ell
B y By- el
Mary use tF
City Secretary
APPROVED A FORM AND LEGALITY-,
Bt
Assi'Apt City Attorney
CONTRACT AUTHORIZATION9
M&CO, C-,26:196
nOFFICIAL RECORD
Date Approved*, April 9, 2013 CIITY SECRETARY
FT
0 Wo TX
2 FTs WORTHy TX
M&C Review Page I of'2
Official site of the City of Fort Worth,,Texas
low& Ift 010% Fo'R-IrWouti
CITY CU%RNkIL AGENDA
COUNCIL ACTION: Approved on 4/9/2,01,3,
DATE: 4/9/2013 REFERENCE NO-I: C-26196 LOG NAME: 062ND EXTENSION,
JPMC OIL GAS
CODE: C TYPE: NO,N- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Second Amendment to Extend the Existing Specialty Assets, Investment Account
Agreement with JPMorgan 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 a second amendment to extend the, exist�iing Specialty
Assets Investment Account Agreement with JPIM�organ Chase Bank, N.A., for Oil and Gas Mineral Banking
Services for an additional amount up to $60,000.00, for a total Agreement in the amount of$600,000.00,
and to extend the term of the Agreement until the new contract for banking and trust services is finalized
and transition is complete, or until October 13, 2013, whichever comes first.
DISCUSSION
On October 14, 20080 (M&C C-2,3126) the City Council approved a Specialty Assets Investment Account
Agreement (City Secretary Contract No 411 46) with JPMorg:,an Chase Bank, N.A. (J�PMorg�an Chase)for a
two-year term with an options to extend the contract for two additional one-year terms. Under the terms of
the Agreement, JPMorgan Chase was 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. This Agreement was renewed for the two
additional one-year terms and expired on October 14, 2012.
On May 6, 2012, prior to the expiration ofthe JP organ Chase contract, 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. Four proposals were received in response to the RFP on June 114,
2012. JPMorgan Chase did not submit a proposal.
On September 18, 2012, (M&C P"-11428 the City Council approved an extensions of the existing JPMorgan
Chase Agreement to ensure a smooth transition of knowledge and services to a new entity. Thee extension
Agreement (CSO No. 41146-E,1) provided for banking, services at the same terms until,: a successor
institution couldi be, engaged or u�ntill April 13, 2013 whichever comes first.
On December 11, 2012, (M&C P-11467) the City Council approved a contract with Wells Fargo Bank, N.A.
for the Banking and Trust Services based on the proposals received. Due to the complexities involved in
setting up, both banking and trust services, a longer transit,ion period is required than was originally
anticipated. As a result, JP Morgan Chase has agreed to extend the terms of the current contract for a
second time on a month-to-month basis at the contract cost in the amount of$10,000.00 per month for up
to six months from April 13, 2013 to October 13, 2013. If the transition of banking and trust services can be
finalized with Wells Fargo Bank, N.A., prior to October 13, 2013, then this Agreement with JPMorgan Chase
shall be terminated.
�FISCAL INFORMATION/CERTIFICATION:
http-Happs.cfwnet.org/couneil 91D=18 2 8 7&counel Idate--4/9/2 013 04/12/2013
0 _paeket/me—review.asp.
M&C Pale 2 2
_j
The 4Financial Management Services Director verifies t' at the fund's are available in the current operating
budget,, as appropiriiated, of the part,icipating departments.
TO Fuind/Ac,counit/Centers FROM Fund/Account/Centers
Submitted for Ciwtv Manager's Office b Susan Alanis (8180)
0 a Beadle Harwood (61,01)
ril gin,pting, Department Head: Horatio Porter 2379
AdditIlonall Information Contact. Jean Petr (8,367)
ATTACHMENTS
littp-,//a s.cfwnet-or council_packet/ c-rev e .as "tD 87 c ate=4/"x/20 3 04/12/2013