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22-2179RESOLUtiON NO. 22-2179 A RESOLUTION OF THE crrY COUNCIL OF THE crrY OF DENTON AUTHORIZINGAND DESIGNATING REPRESENtATIVES OF THE crrY TO ACT AS CUSTODIAN OFTHE INVESTMENT OF PUBLIC FUNDS IN THE TEXAS LOCAL GOVERNMENT iNVESTMETfr POOL (“TEXPOOL“); DELEGATING AUTHORTW TO INVEST FUNDSAND ACT AS CUSTODLAN OF NVESTMEVrs PURCHASED wrrH LOCALiNVESTWNr FUNDS TO TEXPOOL; RATIFYING THE AGREEMEvr BETWEEN TInCITY OF DENrON AND THE TEXAS COMPtROLLER OF PUBLIC ACCOUNTSENtERED INFO ON NOVEMBER 6, 2007; PROVIDING FOR REPEALER; ANDPROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City of Denton (“Participant”) is a local government of the State of Texas, and is empowered to delegate to the public funds investment pools the authority to invest funds, and to act as custodian of investments purchased with local investment funds; and WHEREAS, it is in the best interest of the Participant to invest local funds in investments that provide for the preservation and safety of principal, liquidity, and yield consistent with the Texas Public Funds Investment Act; and WHEREAS, the Texas Local Governmalt Investment Pools (“TexPool”), public funds investment pools, were created on behalf of entities whose investment objectives in order of priority are preservation and safety of principal, liquidity, and yield consistent with the Public Funds Investment Act; and WHEREAS, Participant adopted Resolution R2007-037 authorizing Participant to enter into a participation agreement (the “Participation Agreement“) with TexPool; and WHEREAS, Participant inadvertently repealed the entirety of R2007-037 in ResolutionNumber 20-243 1 ; WHEREAS, Participant desires to ratify the Participation Agreement attached hereto as Exhibit A entered into on November 6, 2007, between the City of Denton and the Comptroller of Public Accounts acting through the Texas Treasury Safekeeping Trust Company, Trustee of the Texas Local Government Investment Pool. WHEREAS, Participant desires to amend the Participant’s authorized representatives previously designated by Resolution R20-2431, R2007-037 and the Participation Agreement; NOW, TIUREFORE, THE COUNCIL OF THE CIFY OF DENtON FUREBY RESOLVES: SECTION 1. The findings set forth in the above preamble to this Resolution are true and correct and are hereby adopted. SECTION 2. This Resolution revokes the authority for the previously Authorized Representatives in the TexPool Investment Pools and designates the persons listed in the following section as Authorized Representatives. SECTION 3. The individuals whose signatures appear in this Section are the only authorized representatives of the Participant and are each hereby authorized to transmit funds forinvestment in TexPool and are each further authorized to withdraw funds from time to time, to issue letters of instruction, and to take all other actions deemed necessary or appropriate for the investment of local funds The following listed persons are the authorized representatives of the Participant. These individuals will be issued Personal Identification Numbers (PINs) to transact business via the phone with a Participant Services Representative. 1 Title: Treasury Manager / (940) 349-7206 / randee.klingele{g}cityofdenton.corn--FM' 'Hb„,'?a–, 2. Name: Milas Trey Davis Title: Treasury Analyst Phone/Fax/Email: (940) 349-8208 / (940) 349-7206 / trey.davis(£Myofdenton. com Name: Randee KlingelePhone/Fax/Email Signature: Signature: /\n_+ T:,:’iib',LLb,'.h‘ 3. Name: Cody Wood Title: Assistant Controller '940) 349-8178Phone/Fax/Email Signature 4. Name: Nicholas Vincent Title: Asst. Director of Finance Phone/Fax/Email: (940) 349-8063 / (940) 349-7206 / nicholas.ogden@,cityofdenton.com Signature List the name of the Authorized Representative provided above who will have primary responsibility for performing transactions and receiving confirmations and monthly statements under the Participation Agreement, Name:Randee Klingele 5. No additional authorized representative is designated to perform inquiry only of selectedinformation SECTION 4. This Resolution and its authorization shall continue in full force and effect until amended or revoked by the Participant, and until TexPool receives a copy of any suchamendment or revocation Page 2 SECTION 5. The Participation Agreement attached hereto as Exhibit A and incorporated herein entered into on November 6, 2007, between the City of Denton and the Comptroller of Public Accounts acting through the Texas Treasury Safekeeping Trust Company, Trustee of the Texas Local Government Investment Pool (TexPool) is hereby ratified. SECTION 6. Resolution R20-243 1 is hereby repealed and replaced in its entirety by this Resolution. All provisions of the resolutions and ordinances of the City of Denton in conflict with the provision of this Resolution are hereby repealed. The repeal of any resolution or ordinance or any portion thereof by the preceding text shall not affect or impair any act done or right vested or accrued or any proceeding, suit or prosecution had or commenced in any cause before such repeal shall take effect and such shall remain in force for all intents and purposes as if such resolution or ordinance or part thereof so repealed shall remain in force. SECTION 7. The motion to approve this Resolution was made byBf ian BecK and seconded by f)rayl,t£Fn CIusa }4cC© ; the Resolution was passed and approved by the following vote h - a NIe NIa / Abstain Absent Gerard Hudspeth, Mayor:Vicki Byrd, District 1 : Brian Beck, District 2:Jesse Davis, District 3 : VACANT. District 4: Brandon McGee, At Large Place 5 : Chris Watts, At Large Place 6: W b/ \/ y/ \/K PASSED AND APPROVED thi,th, ley d,y ,f OQcDbhQr–, 2022. &ZGERARD HUDSPETHMAYOR ATTEST: ROSA RIOS, CITY SECRETARY \\\ tIll JIllDE& ._£H£QZ ag; APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Susan Susan Keller B:t::r2022.12.14 lo:30:58BY ' -06'oo' Page 3 ./--'\, /)(=)Exhibit A RECEiVE 1) NIi\; ’ 4 7BBITIEix<3P<o ce$31“+ + + + y + + + % t +All IrlvcSUrrurtt tS('t\'Ecc (cir t’uI)Ucl f.\rrrdb SAFIE;:eB1#:3Elen?#£J€?O Texas Local Government Investment Pool TexPool Participation Agreement PREAMBLE This participation agreement (the “Agreement”) is made and entered into by and between the Comptroller ofPublic Accounts (the “ComptroUer“), acting through the Texas Treasury Safekeeping Trust Company (the “Trust ?©w}“a’fD,T,'MFT„'is th' T'*“ L'”’1 G'""T:t„puns;t P"1 a'*P"D’ ’"d WHEREAS, the Interlocal Cooperation Act, TEX GOV’T CODE ANN, ch. 791 and the Public FundsInvestment Act, TEX. GOV’T CODE ANN. ch. 2256 (the “Acts”) provides for the creation of a public funds investment pool to which any local government or state agency may delegate, by contract, the authority to hon legaltitle as custodian and to make investments purchased with local funds; WHEREAS, the Trust Company is a special purpose trust company authorized pursuant to TEX. GOV’T CODE ANN. § 404.103 to receive, transfer and disburse money and secudHes belonging to state agencies and local political subdivisions of the state and for which the Comptroller is the sole officer, director and shareholder; WHEREAS, TexPool is a public funds investment pool, which funds are invested in certain eligible investments as more hIlly described hereafter; WHEREAS, the Participant has determined that it is authorized to invest in a public funds investment pool created under the Acts and to enter into this Agreement; WHEREAS, the Participant acknowledges that the Trust a)mpany is not responsible for independently verifying the Participant’s authority to invest under the Acts or to enter this AgmemenQ WHEREAS, the Participant acknowledges that the performance of TexPool is not guaranteed by the State of Texas, the Comptroller, or the Trust Company; and WHEREAS, in an effort to ensure the continued availability of an investment pool as a vehicle for investment of local government funds and simultaneously provide for enhancement in services and potential decreases in management and administrative fees, Participant and Trust Company desire to provide in this Agreement that the Trust Company may obtain private professional investment management and related services. NOW THEREFORE, for and in consideration of the mutual pomises, covenants and agreements hereincontained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree with each other as follows ORIGINALS REQUIRED Page 1 TEX - ENROLL ARTICLE II.GENERAL ADBnNiSTRATiON Section 2.01. Texpool Defined. (a) TexPool is a public funds investment pool created pursuant to the Acts. (b) Subject to Section 6. 10, the Trust Company agrees to manage the Participant’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 requirements of the Investment Act. (b) The Board shall advise the Trust Company on the Investment Policy and on various other matters affecting TexPool, and shall approve fee increases. Section 2.03. General Administration. (a) The Trust Company shall establish and maintain the Investment Policy specifically identifying the Authorized Investments consistent with the Investment Act and the general policy and investment goals for TexPoo I. (b) The Trust Company shall establish and maintain the Operating Procedures, describing the management and operation of TexPoo! and providing for procedures to be followed for the establishment of, deposits to, andwithdrawals from the Accounts and such other matters as are necessary to carry out the intent of this Agreement. (c) The Trust Company shall have the power to take any action necessary to carry out the purposes of this Agreement, subject to applicable law and the terms of this Agreement. Section 2.04. Ownership Interest. Each Participant shall own an undivided beneficial interest in the assets ofTexPool in an amount proportional to the total amount of such Participant’s Accounts relative to the total amount of allParticipants’ Accounts in TexPool, computed on a daily basis. Section 2.05. Independent Audit. TexPoo1 is subject to annual review by an independent auditor consistent with Ch. 2256, TEX GOV’T CODE ANN. In addition, reviews ofTexPool may be conducted by the State Auditor’s Office and the Comptroller’s office. The Trust Company may obtain such legal, accounting, fInancial or other professional services as it deems necessary or appropriate to assist TexPoal in meeting its goals and objectives. Section 2.06. Liability. Any liability of the Comptroller, the Comptroller’s office, the Trust Company, representativesor agents of the Trust Company, any Comptroller employee, Trust Company or any member of the Board for any loss, damage or claim, including losses aom investments and transfers, to the Participant shall be limited to the full extent allowed by applicable laws. The Trust Company’s responsibilities hereunder are limited to the management and investment ofTexPool and the providing of reports and infomation huel required. ORIGINALS REQUIRED Page 3 TEX - ENROLL (:)<==) ARTICLE V. FEES, EXPENSES AND REPORTS Section 5.01. Fees and Expenses. The Participant agrees to pay the amount set forth in the fee schedule. Palicipant agrees that all fees shall be directly and automatically assessed and charged against the Participant’s Accounts. Thebasic service fee shall be calculated as a reduction in the daily income earned, thus only the net income shall be credited to the Participant’s Account. Fees for special services shall be charged to each PaHicipant’s account as they are incurred or performed. A schedule of fees shall be provided to the PaTdcipant annuaIly. Each Participant will be notified thirty (30) days prior to the eRective date of any change in the fee schedule. Section 5.02. Reports. A monthly statement will be mailed to the Participant within the first five (5) business days of the succeeding month. The monthly statement shall include a detailed listing of the balance in the Participant’sAccounts as of the date of the statement; all account activity, including deposits and withdrawals; the daily and monthly yield information; and any special fees and expenses charged. Additionally, copies of the Participant’s reportsin physjcal or computer form will be maintained for a minimum of three prior fiscal years. All records shall be available for inspection at all reasonable hours of the business day and under reasonable conditions. Section 5.03. Confidentiality. The Tnrst Company and any private entity acting on behalf of the Trust Company for purposes of this Agreement will maintain the confidentiality of the Participant’s Accounts, subject to the PublicInforTnation Act, TEX GOV’T CODE ANN. ch. 552, as amended. ARTICLE VI.MISCELLANEOUS Section 6.01. Notices. Any notices, Letters of Instructions or other information required or permitted to be given hereunder shall be submitted in writing and shall be deemed duly given when deposited in the U.S. mail postage prepaid or successfully nansmihed via facsimile addressed to the parties as follows: To the Participnnt'. Participant Name CitY of Denton Address 215 East McKinney City, State, Zip Denton, Texas 76201 Telephone (940)349-8531 Fax (940)349-7206 To Trust Company with respect to contractual matters or disputes under this Agreement: Texas Treasury Safekeeping Trust CompanyAt:tn: TexPoo] Rusk State Office Building208 East 10'h Street Austin, TX 78701 Telephone: (512) 463-3716 FAX No.: (512) 46}0823 ORIGINALS REQUIRED Page 5 TEX - ENROLL a :3 Section 6.10. Assignment. The Trust Company may enter into an agreement with a third party investment manager toperform its obligations and service under this Agreement, provided that such third party investment manager shall manage TexPool according to the Investment Act, Investment Policy and in a manner consistent with that directed by the Trust Company. The Trust Company also shall have the right to assign its rights and obligations under theAgreement to a third party investment manager if the Trust Company determines that such assignment is in the best interest of the State and Participants. In the event a successor pool to TexPool is deemed by the Trust Company to be in the best interest of the State and the Participant, the Tn6t Company may take any action it deems necessary to assign its rights and benefits under any third party agreements and transfer the assets from TexPool to any successor pool. In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the dates set forth below, and the Agreement shall be effective as of the latest such date. PARTICIPANT TEXAS TREASURY SAFEKEEPP{G TRUSTCOMPANY 3 MWM Comptroller of Publi Signature tugPrinted Name Signature p,{„tedN,me Perry R. McNeill „~ if'-'ok- avol MayorTitle „. A\&ut"bLu a, art\Title F CERTIFICATE OF INCUMBENCY The preceding signatory is a duly appointed, acting, and quali6ed officer of the Participant, who, in the capacity set forth above is authorized to execute this Agree neat. H&this certificate as of iP aSignatulDRgJenner WaltersPrinted,e IN WITNESS WHEREOF, I have duly executed2(W Tia, City Secretary OFFICIAL SEAL APPROVED AS TO FORM:CITY ATTORNEYCITY OF DENTON, TEXAS ORIGNALS REQUIRED Page 7 TEX - ENROLL