Loading...
R-1619 - 03/28/2017 - FINANCE - Resolutions Supporting DocumentsBOT AGENDA Regular Board of Trustees Meeting SUBJECT: Banking Services FROM: Jason Paprocki, Finance Director BUDGET SOURCE/BUDGET IMPACT: Program 811 – Sports Core General Operations, Program 831 RECOMMENDED MOTION: AG-FI-R-1616, “A Resolution Approving an Ame Between The Village of Oak Brook and JP Morgan Chase Bank, N.A. For Banking and Other Financial Services” which extends services through February 28, 201 Background/History: In 2012, as a result of a competitive a contract with JP Morgan Chase Bank for banking services, credit card processing lockbox processing, and custodial services. The initial contract was for three years, with the option to renew the contract for two additional years. In October 2014, the Village elected to renew the banking services contract for the two optional has been very satisfied with the level of service provided by JP Morgan five years of the relationship. Staff had originally planned to issue a request for proposal for banking services in the fall of 2016. Due to turnover in the Finance department, this process was put on hold. JP Morgan Chase Bank has offered to renew the banking services February 28, 2018, with an option for three this period, all pricing and fees will remain at the original 2012 rate proposed extension does not preclude the Village from issuing a RFP at any point during the proposed extension periods. In the event the Village wishes to issue a RFP prior to the end of extension period, JP Morgan Chase Bank would The fees from the 2012 proposal would no longer be valid even if Chase successfully rebid the BOARD OF TRUSTEES MEETING SAMUEL E. DEAN BOARD ROOM BUTLER GOVERNMENT CENTER 1200 OAK BROOK ROAD OAK BROOK, ILLINOIS 630 AGENDA ITEM Regular Board of Trustees Meeting Of February 28, 2017 Renewal Jason Paprocki, Finance Director BUDGET SOURCE/BUDGET IMPACT: Program 211 – Financial Services Management, Sports Core General Operations, Program 831 – Golf Club General Operations. : I move that the Village Board approve Resolution , “A Resolution Approving an Amendment Extending the Agreement by and Between The Village of Oak Brook and JP Morgan Chase Bank, N.A. For Banking and Other Financial Services” which extends services through February 28, 2018. In 2012, as a result of a competitive request for proposal process, the Village Board entered into a contract with JP Morgan Chase Bank for banking services, credit card processing lockbox processing, and custodial services. The initial contract was for three years, with the renew the contract for two additional years. In October 2014, the Village elected to renew the banking services contract for the two optional years through February 28, 2017. has been very satisfied with the level of service provided by JP Morgan Chase Bank during the Staff had originally planned to issue a request for proposal for banking services in the fall of 2016. Due to turnover in the Finance department, this process was put on hold. JP Morgan has offered to renew the banking services contract for an additional , with an option for three additional years through February 28 this period, all pricing and fees will remain at the original 2012 rates that were proposed. proposed extension does not preclude the Village from issuing a RFP at any point during the . In the event the Village wishes to issue a RFP prior to the end of , JP Morgan Chase Bank would submit a bid based on its current The fees from the 2012 proposal would no longer be valid even if Chase successfully rebid the Page 1 RUSTEES MEETING SAMUEL E. DEAN BOARD ROOM BUTLER GOVERNMENT CENTER 1200 OAK BROOK ROAD OAK BROOK, ILLINOIS 630-368-5000 Financial Services Management, Golf Club General Operations. I move that the Village Board approve Resolution 2017- ndment Extending the Agreement by and Between The Village of Oak Brook and JP Morgan Chase Bank, N.A. For Banking and Other request for proposal process, the Village Board entered into a contract with JP Morgan Chase Bank for banking services, credit card processing (Golf), lockbox processing, and custodial services. The initial contract was for three years, with the renew the contract for two additional years. In October 2014, the Village elected to years through February 28, 2017. Staff Chase Bank during the Staff had originally planned to issue a request for proposal for banking services in the fall of 2016. Due to turnover in the Finance department, this process was put on hold. JP Morgan contract for an additional year through 8, 2021. During proposed. The proposed extension does not preclude the Village from issuing a RFP at any point during the . In the event the Village wishes to issue a RFP prior to the end of the current fee structure. The fees from the 2012 proposal would no longer be valid even if Chase successfully rebid the RG BOT AGENDA Page 2 banking services contract. Total banking and merchant services fees paid to Chase in 2016 totaled $60,575. The banking services amendment also changes language in the original 2012 agreement related to indemnification and special damages. The original 2012 agreement stated that Chase Bank will indemnify and hold harmless the Village for any gross negligence or willful misconduct by Chase Bank in performance of the contract agreement. The extension through February 2018 removes the word “gross” from the indemnification and special damages section of the agreement. Staff is planning on coming back to the Village Board in late summer or early fall of 2017 to seek permission to issue a RFP for banking services. Recommendation: I recommend that the Village Board approve a one year extension of the banking services agreement with JP Morgan Chase Bank through February 28, 2018. RESOLUTION 2017-AG-FI-R-1616 A RESOLUTION APPROVING AN AMENDMENT EXTENDING THE AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND JPMORGAN CHASE BANK, N.A. FOR BANKING AND OTHER FINANCIAL SERVICES WHEREAS, pursuant to a Request for Proposals, JPMorgan Chase Bank, N.A. ("Chase") and the Village entered into a 2012 Banking Services Agreement ("Agreement"), pursuant to which Chase agreed to provide to the Village banking and other financial services for three years with an option for two additional years; and WHEREAS, on October 14, 2014, the President and Board of Trustees passed Resolution R- 1403, which renewed the Agreement for an additional two years; and WHEREAS, the term of the Agreement ends February 28, 2017; and WHEREAS, the parties desire to amend the Agreement pursuant to the amendment attached hereto as Exhibit A ("Amendment") to extend the term of the Agreement through February of 2018; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Amendment; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Amendment. The President and Board of Trustees hereby approve the Amendment by and between the Village and Chase in substantially the same form at attached hereto as Exhibit A. Section 3: Execution of the Amendment. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Amendment after receipt of the final Amendment fully executed by Chase. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2016-AG-FI-R-1616 Banking Services Amendment Page 2 of 3 APPROVED THIS 28th day of February, 2017 Gopal G. Lalmalani Village President PASSED THIS 28th day of February, 2017 Ayes: Nays: Absent: ATTEST: Charlotte K. Pruss Village Clerk Resolution 2016-AG-FI-R-1616 Banking Services Amendment Page 3 of 3 EXHIBIT A AMENDMENT RG 2- 1 3 - 1 7 AMENDMENT TO THE 2012 BANKING SERVICES AGREEMENT THIS AMENDMENT TO THE 2012 BANKING SERVICES AGREEMENT ("Amendment") executed by the parties November 2011 is made as of February 28, 2017 by and between JPMORGAN CHASE BANK, N.A. ("Chase"), and the VILLAGE OF OAK BROOK, ILLINOIS ("Village"). R E C I T A L S WHEREAS, Chase and the Village entered into a 2012 Banking Services Agreement ("Agreement"), pursuant to which Chase agreed to provide to the Village banking services, as more fully described in the Agreement. WHEREAS, the term of the Agreement ended February 28, 2015; however, pursuant to Section 8 of the Agreement, the Village extended the Agreement for two additional years ending February 28, 2017. WHEREAS, the term of the extended Agreement ends February 28, 2017; however, the Village requested extend the Agreement for one year through February 28, 2018, with an option for two additional years through February 29, 2020. WHEREAS, the parties desire to amend the Agreement pursuant to this Amendment to extend the term of the Agreement. NOW THEREFORE, for and in consideration of the recitals set forth above and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: A. Amendment to the Term of the Agreement. The Agreement is hereby amended to extend the term of the Agreement until February 28, 2018. The Village also holds the option to extend the term of the Agreement an additional three years until February 28, 2021. The Agreement and any extensions of the Agreement can be terminated by either party at any time during the Agreement upon 90 days prior written notice. B. Pricing. Chase's pricing shall not increase, and the Village shall not be liable for any increase in fees or pricing during the term of the Agreement, as extended by this Amendment. The pricing in effect prior to this extension, shall remain in effect throughout the entire possible multi-year contract extension. C. Effect of Amendment. The Parties acknowledge and agree that this Amendment modifies and amends the Agreement and the terms and provisions hereof shall supersede and control over any contrary or conflicting terms and provisions set forth in the Agreement. The Agreement, as amended by this Amendment, is hereby ratified and remains in full force and effect. D. Indemnification and Special Damages. Notwithstanding: Section E: General Terms and Conditions, Sub Section 4: Indemnification, Paragraph 1 & 2 of the 2012 Agreement between the parties shall continue to remain in full force and effect except that Chase #33450851_v1 Bank will indemnify and hold harmless the Village for any “negligence or willful misconduct by Chase Bank in performance of the contract agreement”. [SIGNATURE PAGE FOLLOWS] #33450851_v1 IN WITNESS WHEREOF, the Chase and the Village have respectively executed this Amendment to be effective as of the date first above written. ATTEST: JPMORGAN CHASE BANK, N.A.: By: By: Printed Name: Title: Date: ATTEST: VILLAGE OF OAK BROOK By: By: Village Clerk Village President Date: