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14-019 RESOLUTION NO. 14 -019 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING AND AUTHORIZING EXECUTION OF AN INVESTMENT AGREEMENT FOR PARTICIPATION IN THE LONE STAR INVESTMENT POOL, DESIGNATING THE POOL AS AN AGENCY AND INSTRUMENTALITY, APPROVING INVESTMENT POLICIES OF THE POOL, APPOINTING AUTHORIZED REPRESENTATIVES, AND DESIGNATING INVESTMENT OFFICERS. WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the "Act "), permits any "local government" to contract with one or more other "local governments" and with agencies of the state to perform "governmental functions and services," including investment of public funds through "public funds investment pools" (as such phrases are defined in the Act); WHEREAS, the Public Funds Investment Act, Texas Government Code Chapter 2256 (the "Investment Act "), also authorizes local governments, state agencies, and nonprofit corporations acting on behalf of such entities to invest public funds through investment pools; WHEREAS, the Act also permits the contracting parties to any agreement to create an administrative agency to supervise the performance of such agreement and to employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of such agreement; WHEREAS, the City of Southlake, Texas (the "Government Entity ") is a local government or an agency of the State of Texas within the meaning of the Act and/or the Investment Act and desires to enter into that certain Investment Agreement (the "Agreement "), a copy of which is presented with this Resolution and is incorporated herein by reference, and become a participant in a public funds investment pool created thereunder and known as the Lone Star Investment Pool (the "Pool ") sponsored by the Texas Association of School Boards ( "TASB "); WHEREAS, the Government Entity desires to designate the Pool as its agency and instrumentality with authority, through the Pool's Board of Trustees (the "Board "), to supervise performance of the Agreement, employ personnel and engage in other administrative activities, and provide other administrative services necessary to execute the terms of the Agreement; WHEREAS, each capitalized term used in this Resolution and not otherwise defined has the same meaning assigned to it in the Agreement; NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: Section 1. The Agreement is hereby approved and adopted and, upon execution thereof by an Authorized Representative (defined below) and receipt of the Government Entity's application to join the Pool by the Administrator, the Government Entity shall become a Participant in the Pool for the purpose of investing its available funds therein from time to time in accordance with its terms. Section 2 The Pool is hereby designated as an agency and instrumentality of the Government Entity, the Board is hereby designated as the governing body of the Pool, and the Pool, through the Board, shall have the authority to supervise performance of the Agreement, employ personnel, and engage in other administrative activities and provide other administrative services necessary to execute the terms of the Agreement. Section 3. The investment policies of the Pool, as set forth in the Statement of Investment Policy, as summarized in the Information Statement, and as may be amended from time to time by the Board, are hereby adopted as investment policies of the Government Entity with respect to money invested in the Pool, and any existing investment policies of the Government Entity in conflict therewith shall not apply to investments in the Pool. Section 4. The following officers, officials, or employees of the Government Entity are hereby designated as "Authorized Representatives," within the meaning of the Agreement, with full power and authority to execute the Agreement, an application to join the Pool, Vendor Payment Authorization forms, and any other documents required or appropriate to become a Participant; deposit money to and withdraw money from the Government Entity's Pool account from time to time in accordance with the Agreement and the Information Statement; and take all other actions deemed necessary or appropriate for the investment of funds of the Government Entity: Sharon Jackson, Chief Financial Officer sj ackson @ci. southlake.tx.us Signatur 4_, C.— Sharon Guess, Deputy Director of Finance sguess @ci. southlake.tx.us Signature In accordance with .Pool procedures, an Authorized Representative shall promptly notify. the Pool in writing of any changes in who is serving as Authorized Representatives. Section 5. In addition to the foregoing Authorized Representatives, each Investment Officer of the Pool appointed by the Board from time to time is hereby designated as an investment officer of the Government Entity and, as such, shall have responsibility for investing the share of Pool assets representing funds of the Government Entity. PASSED AND APPROVED THIS 20 DAY OF MAY, 2014. CITY OF SOUTHLAKE, TEXAS i&fi Mayor John Terrel ATTEST: 0 • '". • • Alicia Richardson, TRMC City Secretary ** State of Texas County of Tarrant Before me, Alicia Richardson, City Secretary for the City of Southlake, Texas on this day personally appeared John Terrell, Mayor for the City of Southlake, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this ,iC� day of June, 2014. Form 11 Investment Agreement THIS INVESTMENT AGREEMENT (together with any amendments and supplements, referred to as this "Agreement ") is made and entered into by and among each of those local governments initially executing this Agreement and any other local government that becomes a party hereto (collectively, the "Participants"). WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the "Act "), permits any "local government" to contract with one or more other "local governments" and with agencies of the state to perform "governmental functions and services," including investing public funds through "public funds investment pools" (as such phrases are defined in the Act); WHEREAS, the Public Funds Investment Act, Texas Govemment Code, Chapter 2256 (the "Investment Act "), also authorizes local governments, state agencies, and nonprofit corporations acting on behalf of such entities to invest public funds through investment pools; WHEREAS, the Act permits the contracting parties to any agreement to create an administrative agency to supervise the performance of such agreement and to employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of such agreement; WHEREAS, each of the Participants is a local government under the Act and /or the Investment Act; WHEREAS, the Participants' desire to establish and maintain a public funds investment pool as their agency and instrumentality pursuant to the Act for the purpose of pooling their local funds for joint investment in accordance with the Act and the terms hereof; WHEREAS, each of the Participants has duly taken all official action necessary and appropriate to become a party to this Agreement, including the adoption of a resolution; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Participants mutually agree as follows: ARTICLE I Definitions and Rules of Construction Section 1.01. Definitions. Except as otherwise provided in this Agreement, the capitalized terms used herein shall have the following meanings unless the context otherwise requires: Account —any account established by a Participant and representing an undivided beneficial interest of such Participant in a Fund established as a part of the Pool. Act —the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as may be amended from time to time. Additional Party Agreement —a document that, when attached to a copy of this Agreement and executed by an Authorized Representative of a Local Government, constitutes a valid and binding counterpart of this Agreement by which such Local Government becomes a Participant, substantially in the form attached hereto as an Appendix. Administrator —First Public, LLC, a Texas limited liability company, or any other person, firm, or organization approved by the Board and under contract with the Pool to provide administrative assistance in connection with the management and operation of the Pool. Advisor —the registered investment advisor or advisors selected by or at the direction of the Board to provide advice regarding investment of Pool assets pursuant to this Agreement and subject to applicable law. Agency —(1) a department, board, bureau, commission, court, office, authority, council, or instrument (2) a university, college, or any service or part of a state institution of higher education; (3) any statewide job or employment training program for disadvantaged youth that is substantially financed by federal funds and that has been created by executive order no later than December 30, 1986; and (4) any nonprofit corporation acting on behalf of any of those entities. Authorized Investments —those investments that are authorized from time to time to be purchased, sold, and invested in under the Investment Act. Authorized Representative —an individual authorized to execute documents and take other necessary actions, pursuant to this Agreement, on behalf of a Local Government or other person, firm, or organization, as evidenced by a duly adopted resolution or bylaw of the governing body of such Local Government or other person, firm, or organization, a certified copy of which is on file with the Administrator. hi the case of a Local Government that is a combination of political subdivisions under the Act, the Authorized Representatives of any administrative agency appointed by such combination of political subdivisions shall be deemed to be Authorized Representatives for such Local Government. Board —the governing body of the Pool, known as its Board of Trustees. Bylaws—the bylaws of the Pool, as the same may be amended from time to time, subject to the requirements of this Agreement. Custodian —the person selected by or at the direction of the Board to have custody of all money, investments, and other assets of the Pool pursuant to this Agreement and subject to applicable law. Endorser —any person, firm, or organization recognized by the Board as an endorser or sponsor of the Pool. Fund the Government Overnight Fund, the Corporate Ovemight Fund, or the Corporate Overnight Plus Fund or any additional Fund established by the Board as part of the Pool. Information Statement—the information statement or any other document distributed to Participants and potential Participants to provide them with a description of the management and operation of the Pool, as the same may be amended from time to time, subject to the requirements of this Agreement. Investment Act -the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as may be amended from time to time. Investment Consultant to the Pool —the person or firm selected by or at the direction of the Board to provide advice regarding (1) the selection of the Advisor and the Custodian, (2) the terms of the Statement of Investment Policy, and (3) the performance of the Pool. Investment Officer —one or more officers or employees of the Pool designated as investment officers by the Board of Trustees. Local Government a school district; county; municipality; special district; junior college district; a district or authority created under section 52(b)(1) or (2), Article III, or Section 59, Article XVI, Texas Constitution; a fresh water supply district; a hospital district; any other legally constituted political subdivision, authority, public corporation, body politic, or instrument of the State; a combination of two or more of these entities (including a combination of political subdivisions by means of an interlocal agreement governed by the Act); any nonprofit corporation acting on behalf of these entities; or any other entity that may be included in the definition of "local government" in the Act. Participants —the Local Governments and Agencies that are the initial parties to this Agreement and the Local Governments and Agencies that subsequently become parties to this Agreement. Pool —the public funds investment pool created pursuant to this Agreement and known as the "Lone Star Investment Pool." Sponsor —the Texas Association of School Boards, a Texas nonprofit association, acting by and through its duly appointed and acting agents and directors. State —the State of Texas. Statement of Investment Policy —the written Statement of Investment Policy adopted and approved by the Board governing investment and management of Pool assets, as the same may be amended from time to time, subject to the requirements of this Agreement. Section 1.02. General Rules of Construction. (a) Whenever in this Agreement the context requires (1) a reference to the singular number shall include the plural and vice versa and (2) a word denoting gender shall be construed to include the masculine, feminine, and neuter. (b) The titles given to any article or section of this Agreement are for convenience only and are not intended to modify the article or section. ARTICLE II Creation of Pool; Purpose and Objective Section 2.01. Creation of the Pool as an Agency. (a) The initial Participants hereby create and establish, and all subsequent Participants hereby agree to and accept the creation of, a public funds investment pool as their agency and instrumentality pursuant to the Act, known as the "Lone Star Investment Pool" (the "Pool "). (b) The Pool shall hold legal title to and manage all money, investments, and other assets transferred to or acquired by the Pool pursuant to the Act and this Agreement. (c) As an agency and instrumentality of the Participants, the Pool shall have the authority, through its Board, to employ personnel, engage in other administrative activities, and provide other administrative services necessary to accomplish the purpose of this Agreement. Section 2.02. Purpose and Objective. (a) The purpose of the Pool is to provide Local Governments with an investment vehicle for local funds. The general objective of the Pool shall be to provide Participants with the highest possible rate of return for such funds, while maintaining safety of principal. Various Funds established as part of the Pool provide Participants with varying rates of return and liquidity options. (b) To accomplish the Pool's objective, each Participant agrees that the money transferred to a Fund will be commingled with money transferred to such Fund by other participants for the purpose of making authorized investments, subject to the terms of this Agreement and the requirements of the Statement of Investment Policy and applicable law, thereby taking advantage of investment opportunities and cost benefits available to larger investors. ARTICLE III Pool Administration Section 3.01. The Board and the Bylaws. (a) The business and affairs of the Pool shall be managed by the Board as governing body of the Pool. The Board is hereby authorized and directed to adopt and maintain Bylaws; to provide for the governance and administration of the Pool to the extent not otherwise provided by this Agreement; provided, however, that no provision of such Bylaws may be adopted if such provision would adversely affect the legal status of the Pool, including the Pool's status as a public funds investment pool pursuant to the Investment Act. (b) The Bylaws shall set forth, among other things, the procedures governing the selection of and action taken by Board members, provided that each voting member of the Board shall be required to be an employee or elected official of a Participant. The Participants shall be subject to the terms of the Bylaws. Section 3.02. Powers and Duties of the Board. (a) Subject to applicable law and the terms of this Agreement, the Board shall have full and complete power to take all actions, do all things, and execute all instruments as it deems necessary or desirable to carry out, promote, or advance the investment objective, interests, and purposes of the Pool to the same extent as if the Board was the sole and absolute owner of the Pool. (b) The Board shall adopt and maintain a Statement of Investment Policy, consistent with the general objective of the Pool, which shall provide more detailed guidelines for investment and management of Pool assets. The Board shall, subject to the terms of this Agreement, have the authority to amend any term or provision of the Statement of Investment Policy, provided that notice is sent to each Participant at least 60 days prior to the effective date of any change that, in the Board's opinion, will have a material effect on the Participant's investment in the Pool. (c) The Board shall designate one or more Investment Officers for the Pool who shall be responsible for the investment of Pool assets, provided that no person who is an officer or employee of a regional planning commission, council of governments, or similar regional planning agency created pursuant to Chapter 391 of the Local Government Code of the State shall be eligible to serve as an Investment Officer. (d) The Board shall prepare, or direct the preparation of, an Information Statement that describes how the Pool will operate in accordance with the terms of this Agreement and the Statement of Investment Policy. Subject to the terms of this Agreement and the Statement of Investment Policy, the Information Statement may be amended or supplemented, provided that notice is sent to each Participant at least 60 days prior to the effective date of any change described in such amendment or supplement that, in the Board's opinion, will have a material effect on the Participant's investment in the Pool. (e) The Board shall, subject to the Limitations established in the Statement of Investment Policy, have full and complete power and authority to appoint, or direct the appointment of, the following: a Custodian, one or more Advisors, an Investment Consultant, lawyers, accountants, and any other service providers deemed necessary or helpful in the operation of the Pool. (f) The Board shall have full and complete power to use, or direct the use of, Pool assets for the following purposes: (1) incur and pay any expenses that, in its opinion, are necessary or incidental to or proper for carrying out any of the purposes of this Agreement; (2) reimburse others for the payment thereof; (3) pay appropriate compensation or fees to persons with whom the Pool has contracted or transacted business, provided, however, the aggregate amount of the foregoing fees and expenses shall be subject to and governed by any restrictions thereon established by the Board; and (4) charge a Participant's Account for any special fees or expenses related specifically to transactions in such Account. (g) The Board shall cause financial statements to be prepared and maintained for the Pool and for such statements to be audited annually by an independent certified public accounting firm. (h) By agreement, the Board may appoint the Administrator to perform administrative services for the Pool, provided that the Board shall continue to oversee the operation and management of the Pool and shall have the authority to direct the Administrator to take or not take specific action on behalf of the Pool. (i) The enumeration of any specific power or authority herein shall not be construed as limiting the general power and authority of the Board over the Pool. Section 3.03. Liability. (a) Neither the Board, the Sponsor, the Investment Officers, the Administrator, any Endorser, nor any officers, trustees, employees, or board members of any of the foregoing shall be held liable for any action or omission to act on behalf of the Pool or the Participants unless caused by willful misconduct. (b) The Pool shall indemnify and hold harmless (either directly or through insurance) any person referred to in subsection (a) of this Section, to the extent permitted by law, for any and all litigation, claims, or other proceedings, including but not limited to reasonable attorney fees, costs, judgments, settlement payments, and penalties arising out of the management and operation of the Pool, unless the litigation, claim, or other proceeding resulted from the willful misconduct of such person. ARTICLE IV Participation in the Pool Section 4.01. Investment Agreement. For a Local Government or Agency to become a Participant and transfer money into the Pool, each of the following conditions must be satisfied: (a) The Local Government or Agency must adopt a resolution (1) authorizing such entity to become a Participant and approving this Agreement, (2) establishing the Pool as an agency and instrumentality of the Participant, (3) designating the Board as the governing body of the Pool, (4) approving the investment policies of the Pool (as amended from time to time by the Board) and directing that any conflicting local investment policies shall not apply to Pool investments of the Participant, (5) designating Authorized Representatives of the Participant, and (6) designating the Investment Officers appointed from time to time by the Board as the Participant's investment officers who shall be responsible for investing the share of Pool assets representing local funds of the Participant; and (b) The Local Government or Agency must become a party to this Agreement by executing an Additional Party Agreement and delivering the same to the Pool with a certified copy of the Resolution referred to in subsection (a) of this Section, an application in form and substance satisfactory to the Board, and such other information as may be required by the Board. Section 4.02. Participant Accounts. (a) While available local funds of Participants may be commingled for purposes of common investment and operational efficiency, one or more separate Accounts for each Participant in the Pool will be established and maintained by the Pool in accordance with the Participant's application to join the Pool. (b) Each Participant shall own an undivided beneficial interest in a Fund's assets, which shall consist of the proportional amount that each Account of such Participant bears to the total amount of all Participants' Accounts in such Fund. (c) Unique identifying information shall be assigned to each Account. The Participant hereby agrees that such identifying information shall be required to implement any deposit to or withdrawal from the Participant's Account. The confidentiality of such identifying information shall be maintained by the Pool. Section 4.03. Information Statement. (a) The Information Statement shall, among other things, describe in detail the procedures required to effect deposits to and withdrawals from the Pool. (b) Each Participant agrees to and accepts all of the provisions of the Information Statement, as in effect on the date it enters into this Agreement and as the same may be amended from time to time. Section 4.04. Reports. The Pool shall submit a written report at least once per month to each Participant. Such report will indicate the following: (1) the balance in each Account of a Participant as of the date of such report, (2) yield information, and (3) all Account activity since the previous report. ARTICLE V Pool Assets Section 5.01. Pool Investments. Pool assets shall be invested and reinvested by the Pool only in Authorized Investments in accordance with the Statement of Investment Policy. Each Fund established as a part of the Pool will comply with investment objectives and policies set forth in the Statement of Investment Policy. Section 5.02. Custody. All money, investments, and assets of the Pool shall be held in the possession of the Custodian. Section 5.03. Fund Valuation and Allocation to Participants. Total assets of each Fund, including investment earnings thereon, will be valued and allocated to Participants' Accounts in such Fund on a pro rata allocation basis as further described in the Information Statement. ARTICLE VI Miscellaneous Section 6.01. Severability. (a) If any provision of this Agreement shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein or render the same invalid, inoperative, or unenforceable to any extent whatsoever. (b) Any participation in this Agreement or transfer of assets to the Pool that is not qualified for any reason shall not terminate this Agreement or the participation of other Participants or otherwise adversely affect the Pool. Section 6.02. Limitation of Rights. This Agreement does not create any right, title, or interest for any person other than the Participants and any person who has a contract to provide services to the Pool, and nothing in or to be implied from this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy, or claim under this Agreement. Section 6.03. Execution of Counterparts. This Agreement may be executed in several separate counterparts, including by Additional Party Agreement, each of which shall be an original and all of which shall constitute one and the same instrument. Section 6.04. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 6.05. Termination. (a) A Participant may terminate itself as a party to this Agreement, with or without cause, by providing written notice to the Pool at Least 60 days prior to such termination. (b) Upon the vote of a majority of its full membership, the Board may order the termination of this Agreement by directing that all outstanding operating expenses of the Pool be paid and remaining assets of the Pool be distributed to Participants in accordance with their pro rata interests. Section 6.06. Term. This Agreement shall have an initial term beginning with the effective date set forth below and ending September 1, 1992, and shall be automatically renewed for one year on such date and each anniversary of such date, except with respect to any Local Government that may have terminated itself as a Participant or as otherwise directed by the Board. Section 6.07. Fiscal Year. The fiscal year for the Pool shall be set forth in the Bylaws. Section 6.08. Notices. Any notices or other information required or permitted to be given hereunder shall be sent (a) to the Pool as set forth in the Information Statement and (b) to a Participant as set forth in its application to become a Participant or as otherwise provided by written notice to the Administrator. Section 6.09. Entire Agreement: Amendments. This Agreement represents the entire agreement and understanding of the Participants. This Agreement may be amended with the approval of a majority of the full membership of the Board, provided that notice of any such amendment is sent to all Participants at least 60 days prior to the effective date thereof. IN WITNESS WHEREOF the initial parties hereto have caused this Agreement to be executed as of the dates set forth below, to become effective of the latest such date. Houston Independent School District Lewisville Independent School District By: /s/ Leonard Sturm 7/11/91 By: /s/ Tom J. Zimmerer 7/8/91 Deputy Superintendent of Finance Assistant Superintendent of Business Humble Independent School District San Antonio Independent School District By: /s/ Michael Novack 7/9/91 By: /s/ Victor Rodriguez 7/22/91 Business Manager Superintendent As last amended by the Lone Star Board of Trustees on July 2010. APPENDIX TO INVESTMENT AGREEMENT Additional Party Agreement The Government Entity of the State of Texas named below, acting by and through the undersigned Authorized Representative, hereby agrees to become a party to that certain Investment Agreement to which this page is attached, and thereby become a Participant in the Lone Star Investment Pool, subject to all of the terms and provisions of such Agreement. The undersigned hereby represents that it is a Government Entity within the meaning of the Information Statement relating to the Lone Star Investment Pool and thereby deemed to be included in the term "Local Government" as used in such Agreement. 20th May 2014 Executed this day of City of Southlake Name of Government Entity By:- col7 Signature of Author' - ' ' - presentative John Terrell, Mayor Printed Name and Title APPROVED AS TO FORM AND LEGALITY-- 44 oraiC i Oe r CITY A • R '' r • o `' TH Alicia Richardson, IRMIC _ City Secretary '� '•• •` Lone Star Authorized Representative Add Form Investment Pool Name of Participant City of Southlake Addition of Authorized Representative The following officers, officials, or employees of the Participant are hereby designated as Authorized Representatives within the meaning of the Inter -local Agreement (Agreement), with full power and authority to execute the Agreement and any other documents, as may be required to deposit money to and withdraw money from the Participant's Lone Star Investment Pool (Lone Star) account from time to time in accordance with the Agreement and the Information Statement and take all other actions deemed necessary or appropriate for the investment of local funds of the Participant: Printed Name Tammie Suski Sharon Guess Sharen Jackson Title Accountant Deputy Director of Finance Chief Financial Officer E - mail address tsuski @ci.southlake.tx.us sguess @ci.southlake.tx.us sjackson@cityofsouthlake.com d eteitiw ii t 4 tott.4 : Signature 4 lW1JC In accordance with Lone Star procedures, an Authorized Representative shall promptly notify Lone Star of any changes in who is serving as Authorized Representative. In addition to the foregoing Authorized Representative, each Investment Officer of Lone Star appointed by the Lone Star Investment Pool Board of Trustees from time to time is hereby designated as an investment officer of the Government Entity and, as such, shall have responsibility for investing the share of Lone Star assets representing local funds of the Government Entity. 020714.44' .14/ PASSED AND APPROVED this day of , 20 14 ttt ttttttttttttt tt t o 5 •,• By: By: k •. ••• tO 0 /�)�1-, d-c- .. j r s t � a t/ `�J may• John Terrell Alicia Richardson • '•. *'•••• �•`� Printed Name, Chief Executive Officer Printed Name, City Clerk �� " ,,��" E ',,,,so State of Texas, County of Tarr' ibm Before me, ]�( Q� ' - S , , on this day personally appeared SOkN C C. 7!11' Ziti si own to me (or proved to � (name of { ') (name of CEO and City Clerk) me on the oath of l2,g4s ) or through 1/l,apA) w to be the person(s) whose name is subscribed to (person pr ng oath) (identification item) the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. • Given under my hand and seal of office th ggl day of " 3 , 20 . u T R °"? Notary Public, State of Texas r. :F My Commission Expires - ', ; ;; ;; ts onaliepdtaiMr 03, 201 7 Notary Public's Signature Lone Star Investment Pool * 12007 Research Blvd. * Austin, TX 78759 * 800 - 758 -3927 * (Fax) 512- 452 -7842