Ordinance No. 15,615 ORDINANCE NO. 15,615
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A DEPOSITORY
SERVICES AGREEMENT WITH J.P. MORGAN CHASE BANK; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1 : That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Depository Services Agreement
with J.P. Morgan Chase Bank. A copy of said agreement is attached hereto, marked Exhibit "A,"
and made a part hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 20"day of November,2023.
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APPROVED AS TO ORM:
S O D, City Attorney
RAScott\Ordinances 1 I-20-23\Depository Services.docx
EXHIBIT "A"
BANKING SERVICES AGREEMENT
This Banking Services Agreement is effective as of the_day of November,2023 (the"Effective Date"), and
is entered into by and between.the CITY OF BAYTOWN ("City") and JPMORGAN CHASE BANK,N.A.
(the"Bank").
Recitals
WHEREAS, City issued a Request for Applications (RFA 24-1007), dated October 5, 2023, as supplemented
and/or amended, relating to the provision of certain banking services as described therein(the "RFA").
WHEREAS, the Bank's proposal, inclusive of all exhibits and appendices attached thereto, dated October 20,
2023, was submitted in response to the RFA(the "Response ').
WHEREAS, City has reviewed the Response and determined that it best fulfills City's requirements for certain
services described in the RFA(the"Services") and accordingly has awarded the performance of the Services to
the Bank. All portions of the Response that relate to the Services awarded to the Bank are referred to herein as
the "ProposaI."
WHEREAS, 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 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 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", which contains the terms and conditions and
respective obligations of the parties with respect to the Services, is comprised of the following
documents: (i) this Banking Services Agreement (the "Main Agreement"); and (ii) the following
documents incorporated herein by reference: (a)the RFA(as it relates to the Services); (b)the Proposal,
inclusive of applicable exhibits and appendices attached thereto,with the exceptions and modifications
to the RFA contained within the Proposal superseding the affected sections of the RFA; and (c) the
Account Terms, applicable Service Terms and related Bank documentation and such supplements,
amendments, and additional service terms as may be provided from time to time ("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,
Account Documentation,and the RFA.
3. Term of this Agreement. This Agreement shall commence on November ,2023 and shall continue
until November , 2026 (the "Initial Term"), unless otherwise terminated in accordance with the
terms of this Agreement. Upon expiration of the Initial Term,the parties agree to extend the Initial Term
two additional one (1) year periods (the "Extension Term") upon mutual written agreement of both
parties. In the event an extension agreement or successor agreement is not executed by the parties by
the end of the Extension Term, and the Bank continues providing Services to the City, the term of this
Agreement shall extend on a month-to-month basis.
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
City and the Bank,as contained within a writing executed by each of them.
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 City,at: or, if to Bank, at:
City of Baytown JPMorgan Chase Bank,N.A.
600 Travis Street,Floor 10
Houston,Texas 77002-3009
Attn: Attn: Foster Pugh,Relationship Manager
7. Miscellaneous.
a. This Agreement,the interpretation of its terms, and any disputes arising from this Agreement shall be
governed by the laws of the State of Texas, except to the extent pre-empted by Federal law, in which
case Federal law shall govern.
b. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
legal representatives and successors.
c. 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.
d. 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.
[Signature Page Follows]
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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their respective
authorized officers as of the Effective Date.
CITY OF BAYTOWN
By:
Name:
Title:
JPMORGAN CHASE BANK,N.A.
By:
Name:
Title: Authorized Officer