HomeMy WebLinkAboutContract 41146-R2 r ^.
5..-1TY SECRETARY
CONTRACT NO.f�. .�.
RENEWAL 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 renewal 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 Karen L. Montgomery, 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 a one (1) year 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 desire to renew the Agreement for a second one (1) year
term under the same terms and conditions.
THEREFORE, the City and Bank do mutually agree to renew and extend the Agreement
as follows:
1.
The renewal term of this Agreement shall be for a term of one (1) year, beginning on
the I4th day of October 2011 and terminating on the 14th day of Octnher220_1
OFFICIAL RECORD
CITY SECRETARY
I"T. WORTH, TX
ti
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 WHWOF, the arties hereto have executed this renewal of the
Agreement in multiples this 1 day of 'r , 2011.
CITY OF FORT WORTH: JPMQ GAN CH E• r,
By: By: `(
Karen L. Montgomery J A rean M. Williams-Boyd
Assistant City Manager ` `�l� Trust Administrator
ATTEST: ATTjEST:
By a a�iap� ^j� '•
Marty Hendri
City Secretary .,►0 Wr� .
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APPROVED AS TO FORM Ali
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By:
Assista t City Attorney
CONTRACT AUTHORIZATION:
M&C: C-23126 OFFICIAL RECORD
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Date Approved: 10/14/08 CITY SECRE RY FT VIIORTI•i, TX
2
M&C Review Pagel of 3
Petr; Jean
From: Chakrathouk, Manivanh
Sent: Monday, September 12, 2011 9:33 AM
To: Petr, Jean
Subject: RE: Will this work?
Hi Jean,
I will need a printed hard copy dropped off to City Secretary's Office.
Thank you,
Monni Chakrathouk
Administrative Technician
City Secretary Office 1 1000 Throckmorton St. I Ft Worth, TX. 76102
O: 817-392-6090 E: Manivanh.Chakrathouk @fortworthgov.org
From: Petr, Jean
Sent: Monday, September 12, 20119:25 AM
To: Chakrathouk, Manivanh
Subject: Will this work?
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRWoRTH
COUNCIL ACTION: Approved on 10/14/2008
DATE: 10/14/2008 REFERENCE C-23126 LOG NAME: 13POILGASASSET
NO..
CODE: C TYPE: CONSENT HEARING:
NO
SUBJECT: Authorize Contracts for Gas and Oil Mineral Asset Management Banking Services with
JPMorgan Chase for a Cost Not to Exceed $240,000.00; and Consulting Services with
Midkiff Oil and Gas for a Cost Not to Exceed $1,048,000.00 for the Financial
Management Services Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of contracts for gas and oil mineral asset
management banking services with JPMorgan Chase for a cost not to exceed $240,000.00 and
consulting services with Midkiff Oil and Gas for a cost not to exceed $1,048,000.00 for the Financial
Management Services Department.
DISCUSSION:
These contracts will enhance the City's ability to manage its mineral assets, especially those currently
being produced from the Barnett Shale gas field. The City issued a request for proposals (RFP) for
these services on May 14, 2008. The City notified over 100 firms of this RFP by email. Firms notified
included banks, landmen, law firms and mineral production companies.
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M&C Review Page 2 of 3
The City held a pre-proposal conference on May 20, 2008, and five interested firms
attended. JPMorgan Chase Bank, N.A., Midkiff Oil and Gas, and Wells Fargo Bank, N.A., submitted
proposals by the submittal deadline of June 26, 2008.
An evaluation panel made up of representatives from the City Attorney's Office, the Engineering
Department, the Financial Management Services Department (FMS), the Minority Women-owned
Business Enterprise (M/WBE) Office, and the Planning and Development Department evaluated the
proposals. Proposal evaluation factors included responsiveness and clarity of proposals, background
and experience of the firms, personnel qualifications, contract costs, and M/WBE participation.
The RFP allowed for multiple contract awards to the best evaluated firms by section. Section I of the
scope of services covers the consulting services and Section II covers the asset management
services. Midkiff Oil and Gas was determined to be the best evaluated firm for the consulting services
contract and JPMorgan Chase was determined to be the best evaluated firm for the asset
management services contract.
The fees for Midkiff Oil and Gas for consulting services will be four and one-half percent of the gross
lease bonus collected for bonuses up to $250,000.00, two percent of the gross lease bonus collected
on bonuses exceeding $250,000.00 and up to $5,000,000.00 and a $100,000.00 fee on bonuses over
$5,000,000.00.
JPMorgan Chase's fees for asset management will be $10,000.00 per month over the term of the
contract.
All fees associated with these services will be funded through gas well revenues.
If approved, these contracts shall begin upon execution and shall remain in effect for two years from
the date of execution.
RENEWAL OPTIONS — These contracts, if approved, may be renewed for up to two additional one-
year terms at the City's option. These actions do not require specific City Council approval, provided
the City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal
term.
ADVERTISEMENT — This RFP was advertised in the Fort Worth Star-Telegram on May 14, May 21,
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and May 28, 2008, as well as June 4, June 11, and June 18, 2008, and was posted on the City's
website from May 14, 2008, through June 26, 2008.
M/WBE - A goal for M/WBE subcontracting requirements was requested by the Purchasing Division
and approved by the M/WBE Office. The M/WBE goal for these contracts is 10 percent of the total
expenditures under these contracts. Midkiff Oil and Gas is in compliance by committing to utilize
certified M/WBEs for outside services and supplies when needed. JPMorgan Chase is in compliance
by committing to utilize certified M/WBEs through their Supplier Diversity Program.
These contracts may be renewed for up to two additional one-year terms at the City's option. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the participating departments.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Karen Montgomery (6222)
Originating Department Head: Lena Ellis (8517)
Additional Information Contact: Greg Jordan (8843)
ATTACHMENTS
09/12/2011