Loading...
HomeMy WebLinkAbout19778 RES - 06/04/19870 A RESOLUTION AUTHORIZING THE EXECUTION OF A MAIN DEPOSITORY AGREEMENT AND AN INVESTMENT DEPOSITORY AGREEMENT WITH FIRST CITY BANK OF CORPUS CHRISTI. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute a depository agreement and an investment depository agreement with First City Bank of Corpus Christi substantially in the form attached hereto as Exhibit A and Exhibit B. ATTEST: City Secretary NEAYOR Q THE CITY OF CORPUS CHRISTI, TEXAS APPROVED: DAY OF��/fi�„u 19.0'72HAL GEORGE, CITY ATTOR Y 05P.091.01 19778 MICROFILMED 0 THE STATE OF TEXAS § § COUNTY OF NUECES § EXHIBIT A CITY OF CORPUS CHRISTI INVESTMENT DEPOSITORY AGREEMENT 0 This City of Corpus Christi Investment Depository Agreement (this "Agreement") is entered into by and between the City of Corpus Christi, Texas, a municipal corporation having home rule powers (the "City"), and , a banking association (the "Depository"); WHEREAS, the City shall periodically request solicit applications from depositories for the deposit of time or interest-bearing deposits of City funds for varying amounts and maturities; WHEREAS, the Depository desires to submit competitive bids for the deposit of City funds under the terms and conditions of this Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual benefits to be derived from this Agreement, and the representations, warranties, covenants, conditions, and agreements hereinafter set forth, the City and Depository agree as follows: Article 1 Definitions For purposes of construing this Agreement, -the terms set forth below shall have the following meanings: "Account Executive" shall mean the officer, employee or agent designated by the Depository ,to handle problems and questions concerning the implementation and operation of this Agreement. "Account Transfers" shall mean written, telephonic, telegraphic or oral requests or orders issued by an Authorized City Representative for the transfer of City funds on deposit from City accounts maintained at the Depository to other banks for credit to persons or accounts designated by the Authorized City Representative. "Authorized City Representative" means the City Manager or the persons designated by the City Manager of the City of Corpus Christi by execution of an Authorization for Depository Accounts, a copy of which is attached hereto as Addendum A, to perform the duties of the City as required by and set forth in this Agreement. "Collateralized Investments" means all investments held by Depository which Depository is required to pledge securities or interest in them and required by Article 2529b-1, Vernon's Texas Civil Statutes of this Agreement. 066.610.03.14 0 0 "Deposits" shall mean both time and interest-bearing deposits. Time deposits shall mean deposits of funds subject to a contract between the City and the Depository under which the City may not withdraw any of the funds by check or by other manner until the expiration of a certain period following written notice of the City's intent to withdraw the funds. "Total City Balance" means the aggregate sum of principal and accrued interest to date of all collateralized investments held by Depository. Article 2 Provision of Investment Deposits 2.1 Investment Deposits. The Depository agrees to accept time or other interest bearing deposits made by the City during the term of this Agreement. The time deposits shall be for investment purposes in the form of certificates of deposit in varying amounts and maturities at rates to be determined by the Depository's competitive bid submitted in accordance with periodic bid solicitations conducted by the City. The City reserves the right to invest in certificates of deposits, government securities, fully collateralized repurchase agreements or similar instruments authorized by law. 2.2 Authority of Authorized City Representative. An Authorized City Representative may approve or request bank services as required to deposit and transfer City funds or otherwise implement this Agreement. 2.3 Account Executive Service. The Depository agrees to assign one bank officer or employee to coordinate and handle the banking relationship established under this Agreement with the City. 2.4 Re orts. The Depository shall provide the City a Report of Market Evaluationoedged Collateral for the prior- month'by the 10th day of the following month, and quarterly reports of income/condition (required by the FDIC) by the 10th day fallowing the report°ng deadline for each quarter. Article 3 Security for Deposits 3.1 Qualification as Depository. Within five days after the date the Depository is selected as a municipal depository, the Depository shall qualify by providing security for the municipal funds by pledging securities or interests in them as provided by Article 2529b-1, Vernon's Texas Civil Statutes. Only such securities as specifically permitted under this Agreement shall be acceptable as eligible and lawful security for all deposits made under this Agreement. 3.2 Permissible Security. The Depository may pledge with the City as security under this Agreement with the prior approval of an Authorized City Representative ("Permissible Securities"), the following: 06G.610.03.14 0 (a) a bond, certificate of indebtedness, or treasury note of the United States, or other evidence of indebtedness of the United States that is guaranteed as to principal and interest by the United States; (b) a general obligation bond (no revenue bonds) of the State of Texas or of a county, municipality, independent school district, common school district, or other school district in Texas; (c) a bond issued under the federal farm loan acts; (d) a road district bond; (e) a bond, pledge, or other evidence of indebtedness issued by the board of regents of The University of Texas System; (f) a note or bond secured by mortgages insured and debentures issued by the Federal Housing Administration; (g) a bond issued by a municipal corporation in this state which is secured by a pledge or levy of ad valorem property taxes. 3.3 Representations of Depositor. This Agreement for the pledge of securities is conditioned upon the Depository to: (a) faithfully keep the municipal funds and faithfully perform the duties and obligations imposed by law on the Depository; (b) honor a transfer request on a time deposit or other interest-bearing account after the required period of notice; and (c) account for the City funds as required by law. A suit on this Agreement for the pledge of securities shall be tried in Nueces County. 3.4 Amount of Securities. Securities pledged to secure City funds on deposit in the Depository must have a fair market value equal to the amount of the Total City Balance. The value of the security is determined by the Authorized City Representative on behalf of the City, and said determination is final and binding on the Depository. 3.5 Federally Insured Deposits. The Depository is not required to provida security for the deposit of City funds to the extent deposits are insured under 12 U.S.C.A, Sections 1811-1832. 3.6 New Security. An Authorized City Representative on behalf of the City may by written order require the Depository to pledge additional or other Permissible Securities at any time it is determined to be advisable or necessary for the protection of the City. If for any reason the Total City Balance with the Depository exceeds the market value of pledged security, the Depository shall immediately pledge additional Permissible Securities with the City. The City may investigate the value of securities pledged by the Depository to secure City funds. Should the Depository fail to pledge the required Permissible Securities within five days after the date the Depository is served with a copy of said order, an Authorized City Representative may transfer a portion or all City funds on deposit with the Depository to such other municipal depository to assure that all City funds are adequately collateralized. Failure to provide new security shall also be sufficient cause to terminate this Agreement. 3.7 Substitution of Securities. The Depository may substitute one type of security for another if the substituting security meets the requirements of a Permissible Security and is approved by an Authorized City Representative. 066.610.03.14 3.8 Release of Security. If the securities pledged by the Depository exceed the amount required under this Agreement, an Authorized City Representative may release the excess. 3.9 Surrender of Interests on Securities. Upon the request of the Depository, the City shall surrender, when due, interest coupons or other evidence of interest on securities deposited by the Depository with the City if the value of the securities remaining pledged by the Depository are adequate to meet the requirements of this Agreement. Article 4 Wire Services 4.1 Telephonic, Telegraphic or Oral Requests for Account Transfers. The Depository is authorized to honor, execute and charge to such City accounts designated below all telephonic, telegraphic or oral requests or orders; (a) for the transfer of funds from such designated City accounts to any other City bank account, whether such account is with the Depository or other financial institution; or (b) for the transfer of funds from such designated City accounts to the account of or the credit of a third party, whether such third party account is with the Depository or other financial institution. All such requests or orders must be properly identified as being made by an Authorized City Representative in compliance with the Depository's transfer procedures. 4.2 Records. The City agrees to report any. discrepancies between the City's records of wire transfers and the Bank statement to the Depository's wire transfer department in writing within forty-five (45) days after the statement date; 4.3 Instructions for Transfer. The Depository shall act upon all transfer requests, including written requests, on the date received, use any means for the transmission of the funds the Depository may consider suitable. The Depository shall provide verbal confirmation and written advice to the City of each transfer. 4.4 Discrepancies/Loss of Interest/Error. In the event there is a loss of interest or use of funds as a result of a Depository error for failure to execute a transfer request on the date received, or such other error within the Depository's control, the Depository agrees that compensation for such loss shall be corrected, at the option of the Depository, by: (a) adjusting the aggregate ledger and collected balances of the City accounts to reflect properly the average balances of the amounts that would have resulted had no error occurred; or (b) reimbursement by check at the average federal funds interest rate for the period and amount in question, computed on a 365 -day basis. 06G.610.03.14 The compensation provided by this section shall not exceed the loss incurred for a period not exceeding 61 days from the initial date of a discrepancy (the notification period for discrepancies) or the date of actual transfer or error correction whichever comes first. Article 5 General Provisions 5.1 Confidentiality, Audits and Inspections. Any reports, information, data or studies given to or assembled by the Depository under this Agreement shall be kept confidential and shall not be made available to any individual or organization without the prior written approval of the City. During regular business hours and as often as the City deems necessary, the Depository will make available for examination by the City, its duly authorized agent, accountant, or legal representative, all of its records and data with respect to all matters covered by this Agreement. The Depository shall permit the City to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, and other data relating to the matters covered by this Agreement. 5.2 Compliance with Laws. The Depository agrees to comply with all federal, state and local laws, rules, regulations and ordinances. The Depository represents to have the personnel required and necessary to perform the services under this Agreement. Said personnel and the Depository are fully qualified and authorized under federal, state and local law to perform the services under this Agreement. 5.3 Term. The term of this Agreement shall commence on , and shall continue for a term of three (3) years or until a successor Depository is appointed and qualified. The City may by 90 -day written notice terminate this Agreement. Any deposits accepted by Depository while this Agreement is in effect shall be subject to the terms and conditions of this Agreement. This Agreement shall be effective between the parties upon the appointment and qualification of the Depository for the deposit of City funds. 5.4 'No Endorsement. The Depository shall not advertise or publish, without City's prior written consent, the fact that the City has entered into this Agreement, except as may be necessary to comply with proper requests for information from or filing of reports of federal, state, or local government agencies. 5.5 Amendment. This Agreement may be amended only by written agreement executed by the Depository and the City Manager. Upon 90 -day written notice, the City may alter, amend or modify this Agreement. Should Depository fail to agree to such terms and conditions, all funds held by the Depository shall be subject to the preceding Agreement until such funds mature or are transferred to another duly appointed and qualified depository. In the event any provision contained herein shall be invalid, illegal, or unenforceable by operation of law, such provisions shall be of no effect, and this Agreement shall be construed as if such provision was not a part of this Agreement. 06G.610.03.14 5.6 Notices. Notices provided herein shall be delivered to: On behalf of the City to: On behalf of Depository to: City of Corpus Christi Director of Finance P. 0. Box 9277 Corpus Christi, Texas 78469-9277 5.7 Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other party. 5.8 Conflicts of Interest. Except as may otherwise be provided by City Charter, the fact that an employee or an officer of the City, who is not charged with the duty of selecting a Depository, is an officer, director, or stockholder of the Depository shall not disqualify the Depository from serving as a Depository of the City. The Depository agrees to maintain current, updated disclosure of information on file with the Director of Finance throughout the term of this Agreement as may be required by the City Code of Ordinances. 5.9 Equal Employment Opportunity. Depository agrees that during the performance of this Agreement it will: (a) treat all applicants and employees without discrimination as to race, — - color, religion, sex, national origin, marital status, age, or handicap, and (b) identify itself as an "Equal Opportunity Employer" in all help wanted and advertising or request. The Depository shall be advised of any complaints filed with the City alleging that the Depository is not an Equal Opportunity Employer. City reserves the right to consider its reports from its Human Relations Administrator in response to such complaints. 5.10 Entire Agreement. This Agreement and all Addendums and Exhibits, as may hereafter be executed, constitute the entire agreement between the parties and shall supersede all previous negotiations, commitments and contracts. 5.11 Governing Law. To the extent this Agreement is not governed by applicable federal laws and regulations, this Agreement shall be governed by and construed in accordance with laws of the State of Texas. 06G.610.03.14 IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals, to be effective as of , 1987. ATTEST: CITY OF CORPUS CHRISTI By Armando Chapa, City Secretary Craig A. McDowell, City Manager Approved this day of , 1987 By HAL GEORGE, City Attorney By Assistant City Attorney "Depository" By , its ADDENDUM A: Authorization for Depository Account 066.610.03.14 ADDENDUM A Attached to and made a part of the City of Corpus Christi Investment Depository Agreement AUTHORIZATION FOR DEPOSITORY ACCOUNTS I, the undersigned, being the duly appointed and authorized City Manager of the City of Corpus Christi, hereby designate the officers set forth below as the duly authorized representatives of the City of Corpus Christi to perform the duties of Authorized City Representative as required by and set forth in the City of Corpus Christi Investment Depository Agreement. The signatures below are the signatures of the Authorized City Representatives vested with full authority to sign and transact business for the City including, but not limited to, place and request transfers, request reports, or authorize other signatories to specific deposit accounts. The signatures of the officers subscribed below are true and genuine: Name Title Juan Garza Asst. City Mgr. - Admin. Services Debra J. Andrews Director of Finance Jorge G. Garza Asst. Director of Finance Manual Signature Rosie Vela Chief Accountant Dorothea L. Montoya Investments Manager This Authorization for Depository Accounts is entered into in addition to and shall not amend, modify, waive, or revoke any of the terms of the City of Corpus Christi Investment Depository Agreement except as expressly provided herein.. This authorization is entered into to facilitate the transfer of funds or administration of the services to be provided pursuant to the City of Corpus Christi Investment Depository Agreement. It is not intended to empower Authorized City Representatives to approve or accept amendments, waivers, or new provisions or terms to the Investment Depository Agreement on behalf of the City of Corpus Christi. Authorized City Representatives shall continue to be authorized until such time as Depository receives written notification that said authorization has been revoked. THIS AUTHORIZATION FOR DEPOSITORY ACCOUNTS is effective this day of , 1987. ATTEST: By CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Craig A. McDowell, City Manager Approved this day of , 1987 By HAL GEORGE, City Attorney By Assistant City Attorney 06G.610a.03.14 THE STATE OF TEXAS § COUNTY OF NUECES § Exhibit B CITY OF CORPUS CHRISTI MAIN DEPOSITORY AGREEMENT This City of Corpus Christi Main Depository Agreement (this "Agreement") is entered into by and between the City of Corpus Christi, Texas, a municipal corporation having home rule powers (the "City"), and First City Bank of Corpus Christi, a State banking association (the "Depository"); IN CONSIDERATION of the mutual benefits to be derived from this Agreement, and the representations, warranties, covenants, conditions, and agreements hereinafter set forth, the City and Depository agree as follows: Article 1 Definitions For purposes of construing this Agreement, the terms set forth below shall have the following meanings: "Account Executive" shall mean the officer, employee or agent designated by the Depository to handle problems and questions concerning the implementation and operation of this Agreement. "Account Transfers" shall mean written, telephonic, telegraphic or oral requests or orders issued by an Authorized City Representative for the transfer of City funds on deposit from City accounts maintained at the Depository to other banks for credit to persons or accounts designated by the Authorized City Representative. "Authorized City Representative" means the City Manager or the persons designated by the City Manager of the City of Corpus Christi by execution of an Authorization for Depository Accounts, a copy of which is attached hereto as Addendum A, to perform the duties of the City as required by and set forth in this Agreement. "Bank Services" means all services, products, or other items required to be provided to the City pursuant to this Agreement as more specifically specified in the attached Addendum B, Bank Services and Fees. "Collateralized Investments" shall mean all investments held by Depository which Depository is required to pledge securities or interest in them as required by Article 2529b-1, Vernon's Texas Civil Statutes or this Agreement. "Deposits" shall mean both demand deposits and time deposits. Demand deposits shall mean deposits of funds that may be withdrawn on the demand of the City. Time deposits shall mean deposits of funds subject to a contract between the 05G.511.03.14 City and the Depository under which the City may not withdraw any of the funds by check or by other manner until the expiration of a certain period following written notice of the City's intent to withdraw the funds. "Operating Accounts" means all accounts held by the City at the Depository excluding all accounts in which the City acts as trustee, or established for a quasi -governmental purpose in which the account is under the control of an instrumentality of the City. "Quasi -Governmental Accounts" means those accounts in which the City acts as trustee. Such'accounts include but are not limited to: Corpus Christi Housing Improvement Corporation (CCHIC); Corpus Christi Industrial Development Corporation (CCIDC); Coastal Bend Health Facilities (CBHLTH); Corpus Christi Health Facilities (CCHLTH); Corpus Christi Retirement Plan (CGRP); and Corpus Christi Housing Finance Corporation (CCHFC). "Sales Tax Allocation Warrants" shall mean the warrants issued to the City of Corpus Christi by the State of Texas in payment for the reimbursement of the City sales and use tax allocation. "Total City Balance" means the aggregate sum of all ledger balances of operating accounts held by Depository, accounts held by the City as trustee, or Quasi -Governmental Accounts maintained by the City at the Depository. "Total City Collected Balance" means the aggregate sum of collected funds of the Total City Balance held by the Depository. Article 2 _ Provision of Bank Services 2.1 Bank Services and Fees. The Depository agrees to provide such services, materials, and other items set forth on Addendum B and City agrees to pay such fees computed according to the unit prices set forth and described on Addendum B Bank Services and Fees. Payment for services shall be by written invoice setting forth the banking services rendered per account and in summary. A written invoice evidencing the charges for services shall be provided to the City each month. The City shall have five working days to confirm the services performed prior to authorization of the debit advice. Fees shall be allocated among such accounts as designated by an Authorized City Representative. At the option of Depository, upon 90 -day prior written notice to the City, Depository may elect to increase the fees set forth on Addendum B to such amount not to exceed the proportionate increase of the Consumer Price Index as determined by the United States Department of Labor, Bureau of Labor Statistics for the same period of the initial three-year term of this Agreement. 05G.511.03.14 Depository may exercise this option only prior to commencement of the first one-year option term. 2.2 Authority of Authorized City Representative. An Authorized City Representative may approve or request bank services as required to deposit and transfer City funds or otherwise implement this Agreement. 2.3 Deposits. The Depository agrees to accept all deposits made by the City during the term of this Agreement. The City reserves the right to invest in certificates of deposits, government securities, fully collateralized repurchase agreements or similar instruments authorized by law. The City also reserves the right to exclude from the terms of this Agreement, deposits made on behalf of the Corpus Christi Firemen's Relief and Retirement Fund and any other special funds which are controlled by entities separate and apart from the City but of which the City is a member or participant. 2.4 Deposit Locations. The City will have the option to make deposits at the motorbank, main bank and automated teller machine locations. The use of automated teller machines shall be restricted to deposit transactions. A deposit ticket shall be presented to the Depository with each Deposit. Depository agrees to route specified deposit ticket copies to the City on a daily basis. The Depository agrees to accept Deposits for ledger credit up until 5:00 p.m. each banking day for the benefit of the City at the main bank or motorbank locations. Ledger credit for deposits at automated teller machine locations shall be given for deposits prior to 2:30 p.m. each day. 2.5 Account Executive Service. The Depository agrees to assign one bank officer or employee to coordinate and handle the banking relationship established under this Agreement with the City. 2.6 Wire Transfers. Except for automated clearing house payments, the Depository shall notify by telephone an Authorized City Representative of all incoming wire transfers or other electronic payments made to City accounts. The City shall be notified of automated clearing house payments by memo posting on the daily bank link report. Except for wire transfers by written request issued by an Authorized City Representative, all outgoing wire transfers shall be requested and verified as provided under Article 4, Wire Services. 2.7 Bank Link. The previous day's ledger, collected, float, debit/credit detail for the total City relationship, as well as by individual account, needs to be accessed by 8:30 a.m. daily. As additional accounts may be required, the new accounts shall be linked into the total relationship. Prompt notification by 9:30 a.m. to an Authorized City Representative of the City shall be required for any improvement or deprovement in excess of $5,000.00. 2.8 Reports. The Depository shall provide the City a Report of Market Evaluation of Pledged Collateral for the prior month by the 10th day of the following month, and quarterly reports of income/condition (required by the FDIC) by the 10th day following the reporting deadline for each quarter. 2.9 Transfer from Water Account. A daily transfer from the Water Account shall be required by written notification to the Account Executive. Copies of the entries made shall be sent to an Authorized City Representative by the next banking day. 050.511.03.14 2.10 Insufficient Funds (NSF)/Returned Items. A complete description shall be provided on all NSF/returned items deposited in City accounts. The description should include the Payor's name and applicable City department. Each NSF item shall be processed twice before being returned. All NSF items shall be charged back to the Combined Operating Account except for checks deposited by the Public Utilities Department of the City. Public Utilities shall "purchase" the NSF items by 9:30 a.m. each morning. 2.11 Bank Statements. All bank statements except Payroll shall be on a monthly cycle ending on the last business day of each month. The City shall pick up all bank statements no later than the third working day following the bank cut-off date. Payroll is bi-weekly and the bank cut-off dates are provided on the attached Addendum C, City Payroll Calendar. A bank statement checklist shall be completed by the Depository and sent with the bank statements. 2.12 Fine -sorting Checks/Deposit Tickets. Any account that has more than 100 checks shall be fine -sorted. All Combined Operating Account deposit tickets shall be sorted in collection center number order. 2.13 Bank Reconcilements. Automated bank reconcilements are required for the Vouchers Payable and Payroll checking accounts. The general ledger tapes will be delivered to the Depository. Reconcilements shall be available for pick up by the City by the third working day following the day the tape was delivered to the Depository. "Add/delete" adjustment forms for Payroll and Vouchers Payable shall be provided by the Depository. Article 3 Security for Deposits 3.1 qualification as Depository. Within five days after the date the Depository is selected as the municipal depository, the Depository shall qualify by providing security for the municipal funds by pledging securities or interests in them as provided by Article 2529b-1, Vernon's Texas Civil Statutes. Only such securities as specifically permitted under this Agreement shall be acceptable as eligible and lawful security for all deposits made under this Agreement. 3.2 Permissible Security. The Depository may pledge with the City as security under this Agreement with the prior approval of an Authorized City Representative ("Permissible Securities"), the following: (a) a bond, certificate of indebtedness, or treasury note of the United States, or other evidence of indebtedness of the United States that is guaranteed as to principal and interest by the United States; (b) a general obligation bond (no revenue bonds) of the State of Texas or of a county, municipality, independent school district, common school district, or other school district in Texas; (c) a bond issued under the federal farm loan acts; (d) a road district bond; (e) a bond, pledge, or other evidence of indebtedness issued by the board of regents of The University of Texas System; (f) a note or bond secured by mortgages insured and debentures issued by the Federal Housing Administration; 05G.511.03.14 (g) a bond issued by a municipal corporation in this state which is secured by a pledge or levy of ad valorem property taxes. 3.3 Representations of Depository. This Agreement for the pledge of securities is conditioned upon the Depository to: (a) faithfully keep the municipal funds and faithfully perform the duties and obligations imposed by law on the Depository; (b) pay on presentation all checks drawn on a demand deposit account with the Depository; (c) pay all checks drawn on a time deposit account after the required period of notice; and (d) account for the City funds as required by law. A suit on this Agreement for the pledge of securities shall be tried in Nueces County. 3.4 Amount of Securities. Securities pledged to secure City funds on deposit in the Depository must have a market value equal to the lesser of six million dollars ($6,000,000) or the Total City Balance. The value of the security is determined by the Authorized City Representative on behalf of the City, and said determination is final and binding on the Depository. 3.5 Federally Insured Deposits. The Depository is not required to provide security for the deposit of City funds to the extent deposits are insured under 12 U.S.C.A. Sections 1811-1832. 3.6 New Security. An Authorized City Representative on behalf of the City may by written order require the Depository to pledge additional or other Permissible Securities at any time it is determined to be advisable or necessary for the protection of the City. If for any reason the Total City Balance on deposit with the Depository exceeds the market value of pledged security, the Depository shall immediately pledge additional Permissible Securities with the City. The City may investigate the value of securities pledged by the Depository to secure City funds. Should the Depository fail to pledge the required Permissible Securities within five days after the date the Depository is served with a copy of said order, the City Council may select a new depository as required by law and terminate this Agreement. 3.7 Substitution of Securities. The Depository may substitute one type of security for another if the substituting security meets the requirements of a Permissible Security and is approved by an Authorized City Representative. 3.8 Release of Security. If the securities pledged by the Depository exceed the amount required under this Agreement, an Authorized City Representative may release the excess. 3.9 Surrender of Interests on Securities. Upon the request of the Depository, the City shall surrender, when due, interest coupons or other evidence of interest on securities deposited by the Depository with the City if the value of the securities remaining pledged by the Depository are adequate to meet the requirements of this Agreement. 05G.511.03.14 Article 4 Wire Services 4.1 Telephonic, Telegraphic or Oral Requests for Account Transfers. The Depository is authorized to honor, execute and charge to such City accounts designated below all telephonic, telegraphic or oral requests or orders; (a) for the transfer of funds from such designated City accounts to any other City bank account, whether such account is with the Depository or other financial institution; or (b) for the transfer of funds from such designated City accounts to the account of or the credit of a third party, whether such third party account is with the Depository or other financial institution. All such requests or orders must be properly identified as being made by an Authorized City Representative in compliance with the Depository's transfer procedures. 4.2 Records. The Depository shall record all telephonic instructions from the City received by the Depository's wire transfer department and retain the recordings for sixty-one (61) days (the period for City notification of discrepancies) following such requests. The City agrees to report any discrepancies between the City's records of these transactions and the Bank statement to the Depository's wire transfer department in writing within forty-five (45) days after the statement date; 4.3 Instructions for Transfer. The Depository shall act upon all transfer requests, including written requests, on the date received, use any means for the transmission of the funds the Depository may consider suitable. The Depository shall provide verbal confirmation and written advice to the City of each transfer. 4.4 Discrepancies/Loss of Interest/Error. In the event there is a loss of interest or use of funds as a result of a Depository error for failure to execute a transfer request on the date received, or such other error within the Depository's control, the Depository agrees that compensation for such loss shall be corrected, at the option of the Depository, by: (a) adjusting the aggregate ledger and collected balances of the City accounts to reflect properly the average balances of the amounts that would have resulted had no error occurred; or (b) reimbursement by check at the average federal funds interest rate for the period and amount in question, computed on a 365 -day basis. The compensation provided by this section shall not exceed the loss incurred for a period not exceeding 61 days from the initial date of a discrepancy (the notification period for discrepancies) or the date of actual transfer or error correction whichever comes first. 4.5 Designated Accounts. The City hereby designates the Combined Operating, Payroll, Water, Combined Bond Funds, and Vouchers Payable Accounts as the designated accounts. All transfer requests under this section will at no 05G.511.03.14 time exceed the aggregate ledger balance of the Total City Balance. The City agrees to supply the Depository, in addition to Addendum A, all other information that the Depository may reasonably request, including but not limited to: money amounts, accounts to be effected, date of transfers, supplemental instructions, and further evidence of any Authorized City Representative's authority to transfer funds or to consummate a wire transfer. Article 5 Other Services 5.1 Night Depository Service. The Depository shall provide lockable money bags for purchase by the City for making nightly deposits at Depository facilities. Nightly deposits shall be enclosed in lockable money bags and contain appropriate memorandum describing in reasonable detail the contents of such money bags. The contents shall include deposit tickets, currency, or checks. The Depository shall unlock and open all money bags delivered to it and check and count the contents contained therein, and deposit the contents to the credit of the City. Empty money bags shall be returned as specified by an Authorized City Representative. 5.2 Bailor/Bailee Relationship. For night deposits, no relationship of debtor or creditor between the City and the Depository shall arise or exist as to any money, checks, or other contents contained in such money bags until the contents have been deposited in the Depository in the ordinary course of business. Until such deposit is credited to the City or evidenced by issuance of duplicate deposit slips or deposit receipts, the relationship between the City and the Depository as to all contents shall be that of Bailor and Bailee of such property. Depository shall be responsible and liable to the City for use of that degree of care required under the laws of Texas for Bailees having custody of property of other persons. 5.3 Extension of Temporary Credit. The Depository agrees to extend credit and make loans to the City at an annual interest rate equal to 100 percent (100%) of the "prime rate" as published in the most recent issue of the Wall Street Journal prior to the extension of credit. No overdraft charges shallTie assessed on any City account so long as the Total City Collected Balance remains positive. Should the Total City Collected Balance become negative, the City shall pay overdraft charges in an amount equal to the negative balance multiplied by the daily interest rate established by this section for temporary credit. The aggregate total of such loans shall not exceed the maximum amount which the Depository is legally authorized to lend. As of the date of this Agreement, the maximum lending limit of the Depository is $4,200,000. 5.4 Sales Tax Allocation Warrants. The Depository shall establish a relationship with a bank in Austin for the collection of Sales Tax Allocation Warrants issued to the City of Corpus Christi Texas in payment for the reimbursement of the City Sales and Use Tax allocation. The City shall provide a letter of authorization for the Depository to designate a bank in Austin as the City's agent to collect the warrants, a copy of which is attached hereto as Addendum D. Said authorization letter shall be delivered to the Tax Allocation Section, Revenue Accounting Division Office of 05G.511.03.14 the Comptroller of Public Accounts. The letter shall set forth the list of personnel who shall serve as couriers and be authorized to pick up the allocation warrants and otherwise insure proper handling of the warrants. The designated bank shall be authorized by the City to endorse checks issued to the City of Corpus Christi, Texas on behalf of the City for deposit to an account in the name of the City of Corpus Christi at the Depository. Funds from this account shall be wired to the Depository on the same day as the State releases the Sales Tax Allocation Warrants. An Authorized City Representative is duly authorized pursuant to this Agreement to sign and acknowledge said authorization letter designating the agent bank in Austin. The fee for said service shall be as provided in Addendum B Bank Services and Fees. 5.5 Safekeeping Service. The Depository agrees to provide a safekeeping receipt at no cost to the City for collateralized investments purchased from or through the Depository and to provide written confirmation of the investment transactions. Article 6 General Provisions 6.1 Automated Clearing House Membership. . The Depository is a participating bank in the Southwestern AutomatedClearing House Association. The Depository acknowledges that it shall comply with the rules, as may be amended, of said Association for the notification, posting, or transfer of funds by means of electronic credit transfer facilities. The Depository shall be able to comply with such procedures of the association including, but not limited to, such matters as input format, data acceptance criteria, return item handling, adjusting entries, and dishonored entries. 6.2 Charging of Fees. The Depository is hereby authorized to charge the City accounts upon direct authorization by a Authorized City Representative for: (a) fees owed to the Bank, (b) correction of mathematical errors, and (c) chargebacks under this Agreement, The Depository or the City shall not change the schedule of fees during the initial three-year term of this Agreement as listed by Addendum B. 6.3 Confidentiality, Audits and Inspections. Any reports, information, data or studies given to or assembled by the Depository under this Agreement shall be kept confidential and shall not be made available to any individual or organization without the prior written approval of the City. During regular business hours and as often as the City deems necessary, the Depository will make available for examination by the City, its duly authorized agent, accountant, or legal representative, all of its records and data with respect to all matters covered by this Agreement. The Depository shall permit the City to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, and other data relating to the matters covered by this Agreement. 056.511.03.14 6.4 Recalls, Debit Adjustments and other Adjustments. The Depository shall process any recall request or adjustment upon verbal authorization by an Authorized City Representative followed by written confirmation by the City the following work day, if possible, but no later than four (4) working days after the request is placed. 6.5 Compliance with Laws. The Depository agrees to comply with all federal, state and local laws, rules, regulations and ordinances. The Depository represents to have the personnel required and necessary to perform the services under this Agreement. Said personnel and the Depository are fully qualified and authorized under federal, state and local law to perform the services under this Agreement. 6.6 Indemnification. The Depository shall fully indemnify, save and hold harmless the City of Corpus Christi, its officers, employees, and agents against any and all liability, damage, loss, claims, demands, and actions of any nature whatsoever on account of personal injuries (including, without limitation on the foregoing: workers' compensation and death claims), or property loss or damage of any kind whatsoever, which arise out of or are in any manner connected with: (a) the Depository's failure to fulfill any of the terms and conditions of this Agreement; (b) any violation by Depository of any applicable federal or state law, rules, or regulation resulting from any act or omission of the Depository or its agents and employee; or (c) any dispute concerning the quality, condition or delivery of any merchandise, or the quality of performance of any service rendered pursuant to this Agreement. The Depository shall, at its own expense, investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon and pay all charges of attorneys and all other costs and expenses of any kind arising from any such liability, damage, loss, claims, demands, and actions. This indemnification shall not be construed to require indemnification of such injury, loss or damage which may be caused or arise from the sole negligence of the City, its officers, employees, and agents. The City agrees to indemnify, save and hold harmless, defend or pay the defense cost of the Depository, its officers, agents, and employees from and against any and all lawsuits, claims, demands, liabilities, losses or expenses, including court costs, attorney and expert witness fees, from or arising out of the sole negligence of the City under the terms of this Agreement. 6.7 Term. The term of this Agreement is to commence on 1987 and continue for a term of three years or until a successor Depository is appointed and qualified. Except during the first year of service under this Agreement, the City may by 90 -day written notice to Depository terminate this Agreement during the remainder of the initial term and any option terms. Upon completion of the intial term of three years, either party may elect to terminate any option term provided herein upon 90 -days prior written notice. Unless terminated, this Agreement shall automatically renew for two successive option terms of one-year each. The City shall continue to have the right to terminate this Agreement upon 90 -day written notice during any option term. 05G.511.03.14 Upon termination of this Agreement, all finished or unfinished documents, data, studies, or reports prepared by the Depository, at the option of the City, shall be delivered to the City and become the property of the City. 6.8 Duties after Termination. All obligations of the parties made or incurred or existing under this Agreement as of the date of termination with respect to transactions initiated prior to the effective date of termination shall survive such termination, including but not limited to, Depository's obligation to retain duplicates of transaction receipts and credit slips and any continuing obligation of the Depository with respect to chargebacks. 6.9 No Endorsement. The Depository shall not advertise or publish, without City's prior written consent, the fact that the City has entered into this Agreement, except as may be necessary to comply with proper requests for information from or filing of reports of federal, state, or local government agencies. 6.10 Amendment. This Agreement may be amended only by written agreement executed by the Depository and the City Manager. In the event any provision contained herein shall be invalid, illegal, or unenforceable by operation of law, such provisions shall be of no effect, and this Agreement shall be construed as if such provision was not a part of this Agreement. 6.11 Notices. Notices provided herein shall be delivered to: On behalf of the City to: City of Corpus Christi Director of Finance P. 0. Box 9277 Corpus Christi, Texas 78469-9277 On behalf of Depository to: Frances Burchfield Senior Vice -President and Cashier P. 0. Box 4666 Corpus Christi, Texas 78409 6.12 Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other party. 6.13 Force Majeure. Neither party shall be responsible for losses resulting if the fulfillment of any terms or provisions of this Agreement are delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which, by the exercise of reasonable diligence, said party is unable to prevent. 6.14 Conflicts of Interest. Except as may otherwise be provided by City Charter, the fact that an employee or an officer of the City, who is not charged with the duty of selecting a Depository, is an officer, director, or stockholder of the Depository shall not disqualify the Depository from serving as a Depository of the City. The Depository agrees to maintain current, updated disclosure of information on file with the Director of Finance throughout the term of this Agreement as may be required by the City Code of Ordinances. 05G.511.03.14 6.15 Equal Employment Opportunity. Depository agrees that during the performance of this Agreement it will: (a) treat all applicants and employees without discrimination as to race, color, religion, sex, national origin, marital status, age, or handicap, and (b) identify itself as an "Equal Opportunity Employer" in all help wanted and advertising or request. The Depository shall be advised of any complaints filed with the City alleging that the Depository is not an Equal Opportunity Employer. City reserves the right to consider its reports from its Human Relations Administrator in response to such complaints. 6.16 Entire Agreement. This Agreement and all Addendums and Exhibits, as may hereafter be executed, constitute the entire agreement between the par -ties and shall supersede all previous negotiations, commitments and contracts. 6.17 Governing Law. To the extent this Agreement is not governed by applicable federal laws and regulations, this Agreement shall be governed by and construed in accordance with laws of the State of Texas. IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals, to be effective as of , 1987. ATTEST: CITY OF CORPUS CHRISTI By By Armando Chapa, City Secretary Craig A. McDowell, City Manager Approved this day of , 1987 By HAL GEORGE, City Attorney By FIRST CITY BANK OF CORPUS CHRISTI Assistant City Attorney "Depository" By J. Davie Cissna, its Executive Vice -President ADDENDUM A: Authorization for Depository Account ADDENDUM B: Bank Services and Fees ADDENDUM C: Payroll Calendar ADDENDUM D: Authorization for Receipt of Sales Tax Allocation Warrants 05G.511.03.14 Corpus Christi, Texas 9Y-4.- day of , 198 7 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance or resolution, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this ordinance or resolution finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, 99.045.01 Council Members MAYOR THE CITY OF CORPUS CHRISTI, TEXAS The above ordinance was passed by the following vote: Betty N. Turner David Berlanga, Sr. Leo Guerrero Frank Mendez Clif Moss Bill Pruet Mary Rhodes /� Mary Pat Slavik !9f 11( Linda Strong p�O�C ab?r( 19778