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HomeMy WebLinkAboutResolution No. 07-036 CITY OF THE COLONY RESOLUTION NO. 07- 03lP A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, A WARDING A TWO (2) YEAR DEPOSITORY CONTRACT FOR THE CITY OF THE COLONY TO JPMORGAN CHASE BANK; AUTHORIZING THE CITY MANAGER TO EXECUTE A DEPOSITORY CONTRACT AND OTHER APPROPRIATE DOCUMENTS AFTER APPROVAL AS TO FORM BY CITY ATTORNEY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1: That a two (2) year depository contract for the City of The Colony be awarded to JPMORGAN CHASE BANK. That the City Manager is hereby authorized to execute a depository contract and other appropriate documents after approval as to form by the City Attorney. SECTION 2: This Resolution shall take effect immediately from and after its passage by the City Council of the City of The Colony, Texas, DUL Y PASSED AND APPROVED by the City Council of the City of The Colony, Texas this 7th day of Mav. 2007, ~AJ uJ~ Christie Wilson, TRMC, City Secretary ;A f (llI1J1!.U..l~Z/0'r: "~ to"'~[ "l"-~<'" A.-<..J I f /-,1,.... "'x' .'. \,':..,........,'< .~ C; .' ("'l~\ S YJ .... ",q.,..\. '::t:' . '\.\ LC: St:-! 1t ~ . <.::2 . r-. . 'M' ',c: ~ r:.ll~ ,:-<Sf \.. ,."/:' '~tX:pJ3/ e ,. TM 16209.76.000 CONTRACT FOR DEPOSITORY AGREEMENT WITH JP MORGAN CHASE BANK, N.A. AND CITY OF THE COLONY STATE OF TEXAS ~ ~ COUNTY OF DALLAS ~ KNOW ALL MEN BY THESE PRESENTS: THE CONTRACT is made and entered into this date by and between the CITY OF THE COLONY, a Texas municipal corporation (hereinafter referred to as the "CITY"), and JP MORGAN CHASE BANK, N.A., a global financial institution (hereinafter referred to as "DEPOSITORY") and evidences the following: I. PURPOSE DEPOSITORY shall provide financial services to the CITY as specified in Section II of this contract. The purpose of the services provided by DEPOSITORY under this Contract are to provide the CITY with a safe and secure depository bank for CITY funds and to provide such other services as set forth in this Contract and attached documents. II. DESCRIPTION OF SERVICES The services, which DEPOSITORY shall provide for the CITY, shall include the following: A. DEPOSITORY hereby covenants and agrees that it is ok to work closely with the CITY'S City manager, (hereinafter called "Manager") or his chosen agent, and/or other appropriate officials of the CITY, and that it is to perform any and all tasks required of it to fulfill the purposes of this Contract. B. DEPOSITORY and the CITY covenant and agree that DEPOSITORY shall perform all of the services and work contained in the attached Agreement (attached hereto as 'Exhibit A");and comply with city of The Colony Investment Policy, as amended, and as approved by city council on November 6,2006; said document being part of this Contract and incorporated in its entirety herein for all purposes. The parties agree that should there be any conflict between the terms of the incorporated document and this Contract, the provisions of this contract, shall govern. III. PERFORMANCE OF WORK DEPOSITORY, its associate and employees, shall perform all the work called for in this Contract. DEPOSITORY hereby covenants and agrees that all of its associates and employees who work on this project shall be fully qualified to undertake it and competent to do the work described in this Contract. IV. TERM OF THE CONTRACT This Contract shall commence and be in full force and effect upon the signing of the Contract and observance of the appropriate formalities, or the 1st day of July 2007. This Contract shall terminate on the 30th day of June 2009. If mutually acceptable by both the DEPOSITORY and the CITY, the City shall have the option to continue the contract three terms for one year each by giving written notice to the DEPOSITORY at least 90 days prior to the end of the term. Pricing may be renegotiated prior to extension under the option. The term may be extended until such time as the successor shall have been duly selected and qualified, such extension not to exceed ninety (90) days. DEPOSITORY shall undertake all efforts necessary to fully and timely accomplish all services required under this Contract in the highest professional manner. V. COORDINATION DEPOSITORY represents that, prior to submitting its proposal upon this Contract and prior to signing this Contract, DEPOSITORY has become thoroughly acquainted with all matters relating to the performance of this Contract. All services under this Contract shall be coordinated under, and performed to the satisfaction of the CITY. VI. CONTRACT PERSONAL DEPOSITORY and the CITY hereby covenant and agree that this Contract provides for personal services and that these services are not to be assigned or sublet in whole or part without the prior written consent of the CITY. VII. CONFLICT OF INTEREST DEPOSITORY hereby covenants and agrees that during the Contract period that DEPOSITORY and any of its associates and employees will have no interest nor acquire any interest, either direct or indirect, which will conflict in any manner with the performance of the services called for under this Contract. All activities, investigations and other efforts made by DEPOSITORY pursuant to this Contract will be conducted by employees or associates of DEPOSITORY. DEPOSITORY further covenants and agrees that it understands that the Code of Ordinances for the City of The Colony prohibits and officer or employee of the CITY from having any financial interest, either direct or indirect, in any contract with the CITY. Any violation of this paragraph, which occurred, with the actual or constructive knowledge of DEPOSITORY will render this Contract voidable by the CITY. VIII. CHANGE IN WORK The CITY, through the Manager, may request changes in the scope and focus of the activities and studies called for under this Contract. Any such change which, in the opinion of DEPOSITORY and the Manager varies significantly from the scope and focuses of the work set out herein or entail a significant increase in cost or expense to DEPOSITORY, must be mutually agreed upon by DEPOSITORY and the CITY. The parties herein acknowledge that any change in the scope or focus of the work which results in the increase on compensation to DEPOSITORY must first be approved by the City Manager or City Council of the City as applicable. IX. CONFIDENTIAL WORK Any reports, information, project evaluations, data or any other documentation given to or prepared or assembled by DEPOSITORY under this Contract may not be made available to any individual or organization by DEPOSITORY without the prior written notice to the CITY. X. RECORDS The CITY may require copies of all papers and documents created by DEPOSITORY as a result of DEPOSITORY'S performance under this Contract. These copies may be requested by the City Manager of the CITY or his designee and will be reproduced by DEPOSITORY no later than ten (10) days from the date of such request. DEPOSITORY covenants and agrees that documents produced as a result of the Contract will be made available to the CITY, to subsequent CITY employees and/or to independent operators employed by the CITY upon request. XI. DEPOSITORY'S LIABILITY Approval of CITY shall not constitute nor be deemed a release of the responsibility and liability of DEPOSITORY, its employees, agents or associates for the accuracy and competency of their designs, reports, information, and other documents or services, nor, shall approval be deemed to be the assumption of such responsibility by CITY for any defect, error, or admission in the documents prepared by DEPOSITORY, its employees, agents, or associates. XII. NONDISCRIMINA TION As a condition of this Contract, DEPOSITORY covenants and agrees that it will take all necessary actions to insure, in connection with any work under this Contract, that DEPOSITORY, or its associates, sub-contractors, or employees, will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or physical handicap unrelated to job performance, either directly or indirectly or through contractual or other arrangements. In this regard, DEPOSITORY shall keep, retain and safeguard all records relating to this Contract for work performed hereunder for a minimum period of two (2) years from final contract completion, with full access allowed to authorized representatives of the CITY upon request, for purposes of evaluating compliance with this and other provisions of the Contract. XIII. INDEPENDENT CONTRACTOR By the execution of this contract, the CITY and DEPOSITORY do not change the independent contractor status of DEPOSITORY. No term or provision of this Contract or any act of DEPOSITORY in the performance of this Contract may be construed as making DEPOSITORY the agent or representative of the CITY. XIV. INDEMNIFICA TION DEPOSITORY agrees to defend, indemnify and hold CITY, its officers, agents, and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought that may arise out of or be occasioned by DEPOSITORY'S intentional or negligent breach of any of the terms or provisions of the Contract, or by any other negligent act or neglect omission of DEPOSITORY, its officers, agents, associates, or employees, in the performance of this Contract; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of CITY, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both the DEPOSITORY and CITY, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. XV. NO VERBAL AGREEMENT This Contract contains the entire commitments and agreements of the parties to the Contract. Any verbal or written commitment not contained in this Contract or expressly referred to in this Contract and incorporated by reference shall have no force or effect. XVI. VENUE The parties to this Contract agree and covenant that this Contract will be performable in The Colony, Texas, and that if legal action is necessary to enforce this Contract, exclusive venue will lie in Denton County, Texas. XVII. APPLICABLE LAWS This Contract is made subject to the existing provisions of the Charter of the City of The Colony, its rules, regulations, procedures and ordinances, present and future, and all applicable laws of the State of Texas and the United States. XIII. CONTRACT INTERPRETATION The parties to this Contract covenant and agree that in any litigation relating to this Contract, the terms and conditions of the Contract will be interpreted according to the laws of the State of Texas. XIX. NOTICES All notices, communications and reports under this Contract must be mailed or delivered to the respective parties at the addresses shown below, unless either party is otherwise notified in writing by the other party: EXECUTED this the 11 day 07)n it.~ ~ , 2007. () CITY OF THE COLONY DEPOSITORY ~~a. ('L~ ~ ~ Dale A. Cheatham, City Manager Approved as to form: ATTEST: , ~~D(' \j~p Depository Secretary S0C> ATTEST: _(! ~-0 tJ~~ Christie Wilson, City Secretary