1996-268d \~PDOCS\ORD\INVEST ORD
AN ORDINANCE APPROVING AND AUTHORIZING THE MAYOR OF THE CITY OF
DENTON, TEXAS TO EXECUTE A RESOLUTION AUTHORIZING PARTICIPATION OF
THE CITY OF DENTON, TEXAS IN THE TEXAS LOCAL GOVERNMENT INVESTMENT
POOL AND DESIGNATING AUTHORIZED REPRESENTATIVES; AND AUTHORIZING
THE MAYOR OF THE CITY OF DENTON, TEXAS TO EXECUTE A REVISED
PARTICIPATION AGREEMENT BETWEEN THE TEXAS LOCAL GOVERNMENT
INVESTMENT POOL AND THE CITY OF DENTON, TEXAS; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, heretofore the City of Denton, Texas has participated
in the Texas Local Government Investment Pool ("TexPool"), in order
to invest funds in investments that provide for the preservation
and safety of principal, liquidity and yield consistent with the
Public Funds Investment Act; and
WHEREAS, the TexPool Participation Agreement has been revised
to reflect current statutory references resulting from recent
amendments to the Public Funds Investment Act and the constltut~on-
al amendment which abolished the office of the State Treasurer, and
transferred the Treasurer's duties and responsibilities to the
Comptroller of Public Accounts, effective September 1,1996, and
WHEREAS, the detailed operating procedures defining authorized
investments, and deposit and withdrawal procedures by wire transfer
have been removed from the former Participation Agreement and are
documented separately as "Operating Procedures" which will
accompany the revised Participation Agreement; thus allowlng for
future revisions of the procedures, when appropriate, without the
necessity of having to amend the Participation Agreement itself,
and
WHEREAS, the Comptroller of Public Accounts has announced the
reduction of management fees payable by TexPool participants; and
WHEREAS, in order to comply with the contractual agreements
with TexPool, the City is required to pay a management fee to the
Comptroller of Public Accounts; and
WHEREAS, it is in the best interest of the City of Denton,
Texas to invest its local funds in TexPool, and the City desires to
continue 1ts participation in TexPool; and
WHEREAS, City accordingly desires to approve the revised
TexPool Participation Agreement; a Resolution Authorizing Partici-
pation in TexPool and Designating Authorized Representatives, as
well as a Certlflcate of Incumbency, as presented to the C~ty
Council at the meeting at which th~s Ordinance ~s considered; NOW
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS.
SECTION I. That the Resolution Authorizing Participation in
TexPool and Designating Authorized Representatlves, a copy of which
ls attached hereto as Exhibit A and incorporated herein for all
purposes, is hereby approved in substantially the form and content
as set forth in Exhibit A; and that Kathy DuBose, Executive
Director of Finance, Harlan Jefferson, Director of Fiscal Opera-
tlons and Lee Ann Bunselmeyer, Treasury Analyst are hereby
appointed and designated as the three representatives of the City
and are each authorized to transmlt funds for investment
TexPool, to withdraw funds from t~me to time, to issue letters of
instruction, and to take all other actions deemed necessary or
appropriate for the ~nvestment of local funds
SECTION II. That the revised Participation Agreement, a copy
of which is attached hereto as Exhibit B and incorporated here~n
for all purposes, between TexPool and the City, is hereby approved
in substantially the form and content as set forth in Exhibit B;
and that the Mayor is authorized to execute the same.
SECTION III. That the TexPool Certificate of Incumbency, a
copy of which is attached hereto as Exhibit C and incorporated
herein for all purposes, is hereby approved in substantially the
form and content as set forth in Exhlblt C; and that the Mayor
authorized to execute the same.
~ That the expenditure of funds as authorized in the
revised Participation Agreement is hereby authorized.
SECTION V. That this Ordinance and ~ts authorizations
supersede all prior ordinances and resolutlons pertaining to the
participation of the City in TexPool.
SECTION VI. That th~s ordinance shall become effective
· mmediately upon its passage and approval
PASSED AND APPROVED this the/~ day of ~, 1996
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Resoiuhou
Authorizing Participation in TexPoo!
and
D~i~aflng Au~o~ Rep~flv~
~'I~-.REAS, The City of Denton
("Participant") m a local govemme~ of the State of Texu ami m empowered to delegate to
a public funds investment pool ~e authonty to invest ~,.d~ and to act ns custodian of
mvestmmts putclmsed wgh local investment Pma~, and
WHEREAS. st ~s in the best interest of the Pnrdclpant to invest loca~ ~unds tn
investments ttmt prowde ~or the presmv-t.on and safety of prmnpai, hqm&ty, nnd peld
oons~stent vath the Pubhc Funds Investment Ac~ and
WHEREAS, the Texas ~oca~ Government Xm, cstm~t Pool ('TcxPool"),a pubhc
ftu~Is mve~m,~ pool. was ct~_ .~ on behalf of*entrees whose investment objo~ves tn order
of priority nrc pr~ervnlmn nnd safcty ofprlnc~pal, hqmd~ty, and y~eJd conmstent with t~e
Pubhc Funds Investment Act
NOW THEREFORE. be st resolved ns follows
A That Pm~npnnt ~ e~te~ into a Pamc~pauon Agn~ment to est~bl~h nn account m
its name m TexPool. ~or ~e purpose of mu~nuttmg Iota/fond~ ~or investment m TcxPool
That tim m&wduals, whose sfgna~ures appear on page 2 of tl~ Resolunon, are
~uthonzed rep~semat~es oftl~ P~mp~ut ~d ~ ~ch hereby nu~:~zed to ~ar~r~t funds
for investment m TexPool and are ca~ funl~r aut~mnzed to w~draw ~mds ~*om tl~ to
tlmc, to ~uue letten ofms~uc~on, and to take s/l other actmns dcemcd ncccss~ry or
appropriate ~or the tm, cstment ofloc~d ITmds
PO 8ox12608.Aus~n, Texas TO7112608.(512}463.2950.FAX($12}403.00~3
L4~t of tke authorized rep~taflvea of t~ Pa~lcJpaat. Tht~¢ Indlvtduak* wf~ be blued P LN
acsmhera. All eoal~matlo~u and momthly et~em~ata will be malk. d to 1he attentlou of the first penon
1 Nam0 Harlan L Jefferson- Title Director of Fiscal Operations
StlFmture
5i~e
3 N~O LeeAnn Bunselmeve~ _Tide. qr~a~try Ap~ly~r
5~ture
NA~ OFPARTIC~ANT city of Denton
By S gn tur
Jack Miller
Mayor
P~nt~d
O?
Texas Local Government Investment Pool
Participation Agreement
PREAMBLE
This parUcipat~on agreement (the "Agreement") Is made and entered into by and between the CompU-ol-
ler of Public Accounts (the Comptroller ), acung by and on behalf of the Texas Treasury Safekeeping Trust
Company (the Trust Company ), Trustee of the Texas Local Government Investment Pool (TexPool), and
the City of Denton (the"Partlctpant")
WHEREAS, file Partaclpant may have been a party to an earher pamcipat~on ag~ement with the Texas State
Treasurer (the Treasurer
WHEREAS, the Treasururs office was abelmhed on Septemhor 1, 1996pursuant toActs 1995, 74thLeg S.J R No
I and the adopaon of a con.rational amendment to Amcle IV, § I of the Texas Coasmution adopted by the voters on
Novemb~' 7, 1995,
WHEI~, the ParUclpant and the Compuoller desue to cnm' into tins Agn~ement to replace and supersede any
prior pamclpa~on agreement to ptx~y reflect changes in the Pubhc Funds Investment Act, the abohtion of the Treasurer
s ofl%e and otbe~
~, thelnterlcoalCcopenmonAct, TEX GOV'TCODEANN eh 791 andTEX GOV'TCODEANN
ch 2256 (the "Acts") provide for the creatmn of pubhc funds investment pools to wluch any local government may del
egate, by contract, the anthonty to hold legal t,tle as custodmn and to make mvesmaents purchased w~th local investment
funds,
WHERF.,A$, the Trust Company is a hnuted propose trust company anthonzed pursuant to TEX GOV'T CODE
ANN § 404 103 to fete,ye, transfer and thsburse money and secuntres belonging to state agencies and local poht]cal
sulxhvlsioas of the state and for wluch the Compt:mller is the sole officer, director and shareholder,
WHEREAS, TexPool
more fully described hereafter,
WHEREAS, thc Parucipant has detemuned that tt ts authorized under thc Acts and other apphcable law to enter
mte this Agreement, and
WI-~REAS, m an effort to ensure the continued avmlabdity of an investment pool as a vehicle for investment of
local government funds and stmultaneeusly provide for potential enhancement tn services and potential decreases tn man
agement and administrative fees, Paructpant and Trust Company desire to pruv~de tn this Agreement for thc Trust Company
to obtmn professional private management services and/or a poteaual assignment of the Trust Company s managerial
obhgat~ons relative to TexPool
NOW THEREFORE, for and tn consMeratmn of the mutual promises covenants and agreements hereto con
tinned the receipt and sufficteacy of which are hereby acknowledged the part;es hereto agree with each other as follows
ARTICLE I
DEFINITIONS
"Accounf' shall mean any account or accounts, including any sub accounts, established by the Par~clpant in TexPool in
accordance with fids Agreement and the Operating Procedures (as defined herein), which Account represents an undivided
beneficial ownership m Texpuol
"Authorized Investments" shall mean those investments wluch are anthonzed by the Investment Act (as berem defined)
for investment of public funds
"Authorized Representative(s) of the Participant" shall mean any individual who is authorized to execute documents
and take such other necassav/acuons under ~fus Agreement as evidenced by the duly enacted Resohiuon of the Pamclpant
"Authorized Representative(s) of the Trust Company" shall mean any employee of the Complroller who is designated in
wnling by the Comptroller to act as the authoneed Trust Company represanmUve for purposes of the Agreement and shall
include employees of any private enUty perfomung the obligations of the Complroller under tfus Agreement
"Board" shall mean the advisory beard provided for in the Investment Act (as defined below)
"Inves~nent Act" shall mean the Public Funds Investment Act, TEX GOV'T CODE ANN ch 22~6. as amended from
ume to Ume
"Inve~tmen~ Polley" shall mean the wnilen TexPool Investment Pohcy, as amended from time to ume, r~latmg to the
investment and management of funds In TexPool as estabhshed by the Trust Company consistent with the Investment Act
"Letter of Imtruetion~" shall mean a written anthonzauon and du'ecuon to the Trust Company s~gned by an Authorized
RepresentaUve of the ParUclpant
"Operating Proeedur~s" shall mean the wnilen procedures estabhshed by the Trust Company describing the management
and operaUon of TexPool, and pro,riding for the establishment of, deposits to and withdrawals fiom the Accounts, as amended
from ume to time
"Participant" shall mean any enuty authorized by the Acts to parUclpate in a public funds investment pool that has ex-
ecuted an Agreement pursuant to a ResoluUon
"R~solutlon" shall mean the resoluuon adopted by the govetmng body of a local govemmantal enUty authonvang that
enUty part~cipauon in TexPool and deslgnatmg persons to serve as Authorized Represantauves of the ParUcipant
ARTICLE IL
GENERAL ADMINISTRATION
Section 2,01. TexPool Defined
(a) TexPool is a pobhc funds investment pool created pursuant to the Acts
(b) SubJeCt W Section 6 10, the Trust Company agrees to manage the ParUclpant's Account in accordance with the
Investment Act and the Investment Policy
Section 2 02, Board
(a) The Board is composed of members appointed pursuant to the reqmrements of the Investment Act
(b) The Board shall advise the Trust Company on the Investment Policy and on vanous other mailers affecting
TexPool. and shall approve fee increases
Section 2 03 General Adm~mstrat~on
(a) The Trust Company shall establish and mamtmn the Investment Pohcy specifically ldentdylng the Authorized
Investments consistent with the Investment Act and the general policy and investment goals for TexPoot
(b) The Trust Company shall establish and mamtmn the Operating Procedures describing the management and
operation of TexPool and providing for procedures to be followed for the establishment of, deposits to and
withdrawals from the Accounts and such other matters as are necessary to carry out the intent of this Agree
ment
(c) The Trust Company shall have the power to take any actmn necessary to carry out the purposes of this Agree
ment, subject to applicable law and the terms of the Agreement
Section 2 04 Ownership Interest Each Participant shall own an undivided beneficial interest m the assets of
TexPool in an amount proporuonal to the total amount of such Pamclpant's Accounts relauve to the total amount of all
Parlacipants' Accounts in TexPool, computed on a da~ly basis
Section 2 05 Independent Audit TexPool is subject to annual review by an independent auditor consistent w~th
the Investment Act In addition, reviews of TexPool are required to be conducted by the State Auditor's Office and by thc
Internal Auditor of the Comptroller s Office The Trust Company may obtain such legal, accounting financial or oilier
professional services as it deems necessary or appropriate to assist TexPool in meeting its goals and objectives
Section 2 06 Liability Any hablhty of the Complroller, the Complxoller s Office, the Trust Company rcpvescn
tatives or agents of the Trust Company any Comptroller employee, or any member of the Board for any loss, damage or
claim, including losses from investments and ffansfers, to the Participant shall be hrmted to the full extent allowed by
apphcable laws The Trust Company,s respoasiblhtles bernunder are hmned to the management and investment ° f TexP°°l
and the providing of reports and mfotmauon herein required
ARTICLE III
PARTICIPATION REQUIREMENTS
Section 3 01 The Part~cipauon Agreement The Part~cipant must execute this Agreement and provide a Resolu
t~on authorizing parUclpatmn in TexPool and deslgnatmg persons to serve as Authorized Repreqentat~ves of the Pamc~pTM
and any other documents as are required under, and substantially in the form prescribed by, the Operating Procedures before
deposiung any funds into TexPool
Section 3 02 OperaUng Procedures
(a) The Participant acknowledges receipt of a copy of the Operating Procedures The Operating Procedures
describe in detml the procedures reqmred for the establishment of accounts, deposits to and withdrawals from
TexPool, and related mformat~on
(b) The Operating Procedures may be modified by the Trust Company as appropriate to remmn consistent with
established banBng practices and capabilities and when such mothficanon ~s deemed necessary to rmprovc
the operatmn of TexPool
(c) The Pamc~pant hereby concurs with and agrees to ab~de by the Operating Procedures
ARTICLE IV
INVESTMENTS
Section401 Investments AllmomesheldmTexP°°lshallbe~nvestedandremvestedbytheTrustC°mpanv°r
Authorized Representatives of the Trust Company only in Authorized Investments in accordance w~th the Agreement the
Investment Policy and the Investment Act Participant hereby concurs w~th any such investment so made by the Trust
Company TexPool's available funds that are umnvested may be held at the Trust Company's account at the Federal
Reserve Bank of Dallas or any designated custodian account All investment assets and collateral will be in the possession
of the Trust Company and held in its book-entry safekeeping account at the Federal Reserve Bank or any designated
cusl~clian account
Section 4 02 Failed Investment Transactions In the exU'aordmary event that a purchase of securities results in a
failed settlement, any resulting uninvested funds shall reruain in the Trust Company's Federal Reserve Bank of Dallas
account or any designated custodian account If an alternauve investment can be secured after the failure of the Irade to
settle, TexPool will receive all the income earnings, including but not limited to, any compensaUon from the purchaser
failing in the trade and the interest income from the alternative investment
Section 4.03. Investment Earnings and Losses Ailocauon All interest earnings in TexPool will be valued daily
and credited to the Participant's Accounts monthly, on a pro rata allocation basis All losses, if any, resulting from the
investment of monies in Tey, Pool shall also be allocated on a pro rata allocation basis All earnings and losses will be
allocated to the Par'acipants Accounts in accordance with generally accepted accounUng procedures
Section 4 04 Commingling of Accounts Pamcipant agrees that monies deposited in TexPool may be com-
mingled with all other momes held m TexPool for purposes of common investment and operational efficiency However,
each Pamclpant will have separate Accounts on the books and records of TexPool, as further provided for in the Operating
Procedures
ARTICLE V
FEES, EXPENSES AND REPORTS
Section $.01. Fees and Expenses The ParUclpant agrees to pay the amount set follh in the fee schedule Paruci-
pant agrees that all fees shall be d~rucfly and automatically assessed and charged against the Part~cipant's Accounts The
basic service fee shall be calculated as a reduction in the daily income earned, thus only the net income shall be credited to
the Parucipant's Account Fees for special services shall be charged to each Purtlclpant's account as they are incurred or
performed A schedule of fees shall be provided to the Participant annually Each Parucipant will be notified tlurty (30)
days prior to the effecuve date of any change In the fee schedules
Section $.01. Reports The Participant shall be provided a monthly statement within the first five (5) business
days of the succeeding month The monthly statement shall include a detmled listing of the balance in the ParUcipant's
Accounts as of the date of the statement, all account acUvity, including deposits and withdrawals, the dmly and monthly
yield ruformatlon, and any special fees and expenses charged Adthtionally, copies of the Pamcipant's ruports m physical or
computer form will be maintained for a nununum of three prior fiscal years All records shall be available for mspecUon at
all reasonable hours of the business day and under reasonable condluons
Section $ 03. Confidentiality The Trust Company and any private enuty acUng on behalf of the Trust Company
for purposes of this Agreement will maintain the confidentiality of the ParUclpant's Accounts. subject to the Public Iafor-
mataon Act, TEX C-OV'T CODE ANN ch 552, as amended
ARTICLE VI
MISCELLANEOUS
Section601 Notices Anynouces. Letters oflastrucuons or other mformation requ~red or permitted to be g~ven
hereunder shall be submitted in writing and shall be deemed duly given when depomted in the U S mini postage prepmd or
successfully transmitted via facmnule addressed to the parties as follows
To the Participant
ParucipantName City of Denton, Attn Director of Fiscal Operations
Address 21~i P.. ~rR'~nnev
City, State, 7.,p Denton, Texas ' 76201
Telephone 817-566-8224 Fax 817-383-7789
To the Trust Company
Texas Treasury Safekeep,ng Trust Company
Attn TeaPool
PO Box 12608
AusUn, Texas 78711- 2608
Telephone No (512)463-2950
FAXNo (512)463.-0823
The Pammpant and the Trust Company agree to noufy the other of any change affocung this ~nformaUon and agree
that unless and unal so noUfied, the other party shall be Chaffed to rely on the last rafonnaUon provided
Section 6.02. Taxpayer Identification Number The Pai'Uclpant's taxpayer ldentlficauon number assigned by the
Internal Revenue Service is 75--600051/4 The Parucipant hereby agrees to notify the Trust Company of any
change affecung flus Taxpayer IdanUficauon number and agrees that unless and until so notified, the Trust Company shall
be enutled to rely on same tn providing any and all reports or other raformation necessary or reqmred by the Federal tax
laws as amended from ume to Ume
Section 6 03 Severabdlty If any provision of flus Agreement shall be held or deemed to be m fact illegal inopera-
tive or unenforceable, the same shall not affect any other prowslon or provis~ons herein contained or render the same
invalid, moperattve or unenforceable to any extent whatsoever
Section 6 04 Execution of Counterparts This Agreement may be mmultaneously executed m several separate
counterparts, each of which shall be an original and all of winch shall constitute but one and the same Instrument
Seehon6 05. ApphcableLaw ThlsAgreementshallbegovernedbyandconsu'uedin accordancew~ththelawsof
the State of Texas Venue for any dispute under th~s Agreement shall be ~n Travis County. Texas
Section 6 06 Captions The captions or handings in dus Agreement are for convemence only and in no way
define, hrmt or describe the scope or intent of any provisions, articles or socuons of this Agreement
Section 6 07 Amendments
(a) The Trust Company shall advise the Participant in writing of any amendments to flus Agreement no less than
45 days prior to the effective date of soch amendment The Participant may ratify the proposed amendment of
flus Agreement by letter to the Trust Company In the event the Pammpant elects not to ratify the amendment,
the Participant may terminate this Agreement in accordance with Section 6 08 In the event the Parucipant
fa~ls to respond in writing to a notice of amendment prior to the effecuve date of such amendment, this
Agreement shall be deemed amended
(b) The Trust Company may periodically revise the Operating Procedures from t~me to time as it deems necessary
for the el~crent operation of TexPoo] The Paruclpant will be bound by any amendment to the Operaung
Procedures with respect to any transaction occumng subsequent to the ume such amendment takes effect,
provided, however that no such amendment shall affect the Participant's right to cease to be a Participant
Sectaon 6 08 Term~nanon This Agreement may be terminated by rather party hereto wath or wathout cause by
30 days prior written notice m the manner set forth m Sectmn 6 01 hereof
tandenng with Section 6 08, th~s Agreement shall be automaucally
Sectmn 6 09 Term Unless terminated m accordance
renewed on each anmversary date hereof
a reement with a third party investment man
· ri'he Trust Company may enter into. ~.,~g., c,eh third oarty investment manager sh.all
Section 6 10 Asstgnme.m ~:~.~ under flus Agreement provman ma, ..... -~lstent with that directed by me
,,,er to eerform its obhgaUOnS ana serW~__. Set Investment Policy and m a mann. er.C,°]~.'[~.s under the Agreement to a
~ma .~ ....... whe Trust CompanY mso ......... e ~
third pa-~y investment manager ~f the Trust Company determines that such assignment ~s m the best interest of the State and
-~a m TexPool is deemed by the Trusl .t_p ..... its n~hts and benefits under any
third party agreements and ~xansfer the assets from TexPool to
In W~tneSs Whereof, the pames hereto have caused flus Agreement to be executed as of the dates set forth belov,
and the Agreement shall be effecUVe as of the latest such date
TEXAS TREASURY sAFEKEEPING TRUST
PARTICIPANT coMPANY
By Comptroller of Pubhc Accounts
By ~ By
llo. r'
Name~
Title .--~/~ }'''- '---'---'--------- ~fle
Date ~ Date
6
An lnrestmtnt Servtce for Pubhc Funds
CERTIFICATE OF INCUMBENCY
I, Jennifer Walters , hereby certify that I am the
duly appointed, acting, and quahfied City Secretary
of the City of Denton andthat
I am authonzed to execute and dehver this Cemficam, and I do hereby further cemfy as follows
INCUMBENCY
The following person ~s the duly appointed, act,ng, and quahfied ofhcer of the
City of Denton who, ~n the capacity set forth
below ~s authorized to execute the TexPool Pa~clpatmn Agreement
NAME TITLE SPECIMEN SIGNATURE
Jack Miller Mayor ~ ~
IN WITNESS WHEREOF, I have duly executed this certificate as of the