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HomeMy WebLinkAboutItem 13 - Depository Banking Services MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUNO RUMBELOW, CITY MANAGER MEETING DATE: JUNE 18, 2024 SUBJECT: APPROVAL OF AN ANNUAL CONTRACT FOR DEPOSITORY BANKING SERVICES RECOMMENDATION: City Council to consider the approval for the award of an annual contract for depository banking services with JP Morgan Chase Bank for the Fiscal Services Department. FUNDING SOURCE: Funding is not required dependent on earnings credit rate exceeding monthly fees, as is the case in the current economy. BACKGROUND: The purpose of this contract is to establish pricing for depository banking services. Bids were accepted in accordance with Local Government Code Chapter 252, Subchapter B, Section 252.021 (a) and Section 252.041 (a). The bid advertisement was posted in the Fort Worth Star-Telegram on April 3, 2024 and April 10, 2024. The Request for Proposal (RFP) was issued through the City's eBid system with 104 invitations sent out, 17 of which were specifically to banking institutions, through the eBid procurement system. There were 15 vendors that viewed and downloaded the RFP and two proposals were received, opened, and witnessed by Purchasing Staff on April 25, 2024 at 2 pm. The City of Grapevine solicited proposals for banking services to serve the City with efficient and cost-effective banking services. The City expects its banking partner to provide state-of-the-art technology to assure that its current banking needs would be met and be able to incorporate technological changes and improvements into its operations over the period of the contract. The proposals were submitted by JP Morgan Chase Bank and Frost Bank, both of which are able to fulfill the basic needs of the City for depository services while also offering additional services and technologies. An evaluation team made up of Finance staff reviewed the proposals based on established criteria requested in the RFP which included questions relating to both fees and service level. Based on this evaluation of the bids, JP Morgan Chase Bank received higher scoring in services offered, customer service, costs and earnings potential. Their proposal also included safekeeping services and an increase in the earnings credit rate to offset service fees, as well as a nine-month waiver period during which time the City will earn interest revenue on its balances. It is recommended that the City award the contract for five years of banking services to JP Morgan Chase. DEPOSITORY SERVICES AGREEMENT This Depository Services Agreement (this "Agreement") is effective as of the 1st day of July, 2024, and is entered into by and between the CITY OF GRAPEVINE, TEXAS (the "City") and JPMORGAN CHASE BANK, N.A. (the`Bank"). Recitals WHEREAS,the City issued a Request for Depository Banking Services Proposal RFP 27-24, as supplemented and/or amended,relating to the provision of certain banking services as described therein(the"UP',). WHEREAS,the Bank's proposal,inclusive of all exhibits and appendices attached thereto,dated April 25,2024, was submitted in response to the RFP (the"Proposal"). WHEREAS, the City has reviewed the Proposal and determined that it best fulfills the City's requirements for certain services described in the RFP (the "Services") and accordingly has awarded the performance of the Services to the Bank. WHEREAS, the City and the Bank desire to enter into this Agreement under which the Bank will provide the Services, and establish and maintain certain depository accounts for the City. NOW, THEREFORE, in consideration of the mutual agreements set forth hereafter and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: 1. Performance of the Services. The Bank agrees to perform the Services for the City,at the prices specified or described in the Proposal, as supplemented and/or amended or as otherwise agreed. 2. Description of the Agreement. This Agreement contains the terms and conditions and respective obligations of the parties with respect to the Services and is comprised of the following documents (the "Contract Documents"): (1) this Depository Services Agreement (the "Main Agreement"); and (ii) the following documents incorporated herein by reference: (a)the RFP (as it relates to the Services); (b)the Proposal, inclusive of applicable exhibits and appendices attached thereto; (c) the Account and Consolidated Service Terms, and related Bank documentation and such supplements, amendments, and additional service terms as may be provided from time to time (the "Account Documentation"). In the event of any inconsistencies between the terms in the documents described in the preceding sentence, the order of precedence shall be as follows: the Main Agreement, the Proposal, the Account Documentation, and the RFP. 3. Term of this Agreement. This Agreement will commence July 1, 2024 and will continue for an initial term of five(5)years, expiring June 30,2029,inclusive("Term"). Upon the expiration of the Term,the Parties agree that there may be an extension period not to exceed ninety(90) days to grant the City time to secure a new Depository contract. 4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 5. Amendment of this Agreement. This Agreement may be amended upon mutual written agreement of the City and the Bank, as contained within a writing executed by each of them. 1 6. Notice. Any notice required or permitted under this Agreement shall be in writing. Each such notice shall be effective when delivered by hand or, if mailed, shall be mailed postage prepaid,return receipt requested, and shall be effective when received. Each such notice shall be addressed or delivered, if to the City, at: or, if to Bank, at: City of Grapevine, Texas JPMorgan Chase Bank,N.A. 420 Throckmorton Street, Fl. 4 Fort Worth, Texas 76102 Attn: Attn: Brett Harper, Authorized Officer Or such other address and contact person as the Bank may specify in a written notice to the City. 7. Miscellaneous. a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives and successors. b. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained. c. This Agreement and the exhibits, schedules, and attachments constitute the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreement between the parties respecting the within subject matter. d. This Agreement shall be construed and governed by the laws of the State of Texas. [Signature Page Follows] 2 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their respective authorized officers as of the date above. CITY OF GRAPEVINE, TEXAS By: Name: Title: JPMORGAN CHASE BANK, N.A. By: Name: Brett Harper, Relationship Executive Title: Authorized Officer 3