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HomeMy WebLinkAboutC2009-410 - 10/13/2009 - Approvede Form II 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 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 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. 2009-410 Res. 028342 21 10/13/09 Lone Star Investment Pool 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. In 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 Liquidity Fund, Liquidity Plus Fund, or Liquidity Corporate 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 22 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 it 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 23 . v ~ i 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, 24 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. 25 (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. 26 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 maj ority 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 Bv: /s/Leonard Sturm 7/11/91 Deputy Superintendent of Finance Humble Independent School District Bv: /s/ Michael Novack 7/9/91 Lewisville Independent School District Bv: /s/ Tom J. Zimmerer 7/8/91 Assistant Superintendent of Business San Antonio Independent School District Bv: /s/ Victor Rodriguez 7/22/91 Business Manager Superintendent 27 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. r Executed this ! ~ day of ~ ~ G' Name Government Entity By: w Si re of Authorized Representative ~ . ~~ar Printed ame and Title ~ ' ~~g3 ~ AUTNOR12E4 8Y COUNCIL,. ~ Q 4~ SECRETARY ~. AST: ~-.~- ARMAt~t00 CHAPA CiTf SECRETAR" 28 Form III Lone Star Application A. General Information nn ~ 1r Name of Applicant 1..~~~ ~ ~.DI ~~ ~~ (~~l _ Mailing Address ~ ~~ ~a~''L~L, County~,,~ NU ~~1,~~J City Y ~ ~ Yl~ ZIP ~ O ~ ~J ~ Contact Person 1 a y~(.L "~e~ ICS r~i Telephone Number ~J ~ (~ ~ Zl~' 3(.P Jr) Fax Number ~(o ~ ' ~~ a' 13a B. Account and Bank-Related Information 1. Account Information Authority is hereby given to First Public, LLC, as Pool Administrator, to open an account to be named (e.g., General Fund, Debt Service Fund, etc.): ~OPVCc~Ir1L ~U~„ 2. Local Depository Information (For your protection, each Pool Account may access only one local depository account.): Bank Name Frcfrk- QI'tt1 ~ ~ City 5,,,~Ch{rI~ Bank Telephone Number ?J~~' ~~~" ~ ~ ~~ Bank Fax Number J~.Q ~ `~`t4-" ~ ~/~G~S Bank ABA Number (9 digits) ~ ~ y. ~~~b q~ Bank Account Number ~Q~ ~L~ `~ R~ 3. Corresponding Bank (if applicable): Bank Name Bank ABA Number (9 digits) Bank Account Number 4. Deposit/Withdrawal Information and Authorization Applicant hereby authorizes the Lone Star Investment Pool and its Administrator and Custodian to honor any Pool deposit or withdrawal request believed to be authentic. Money will be transferred only upon telephone, Web, IVR, written, or personal notice from an Authorized Representative of the Applicant. Upon such notification, debit or credit entries to the local depository account indicated above will be initiated, and the local depository named above is hereby authorized to further debit or credit the same to such account, as appropriate. Transfer shall be made by Automated Clearing House (ACH) Transfer unless otherwise directed by the Applicant. C. Application Signature It is hereby certified that the Applicant has received a copy of the Information Statement relating to the Lone Star Investment Pool and has read, understands, and agrees to be bound by the terms thereof and the documents described therein. The information, certifications, and authorizations set forth in this application form are true and correct and shall remain in full force and effect until First Public, LLC, or its successor, receives written notification of a change. Application is hereby made and executed this ~~ day of riC~~',r , ~. Name of Authorized Representative t ~~ Signature of Authorized Representative Name of Authorized Representative ~ ~ u s r.a ~ c~ S ,Fs ~ ~ u E Z Signature of Authorized Representative ~ - - - ~- - ~ ~--~ c~.~+-. Photocopy this form for additional accounts. 29 Form IV Vendor Payment Authorization All transactions are transmitted by ACH. Prior to submitting this form, please verify with your vendor's bank that it can accept payment by ACH. A. Vendor Information Name of Vendor ~' ~" Vendor Vendor's Fax Number Vendor's Bank Name Vendor's Bank ABA Number (nine digits) Vendor's Bank Account Number B. Government Entity Authorization Authority is hereby given to First Public, LLC, as Lone Star Investment Pool Administrator, to transfer money from the Applicant's Liquidity, Liquidity Plus, or Liquidity Corporate Fund account to the vendor listed in Section A, for further credit to the Applicant's Vendor Account Number also listed in Section A. Applicant: Two signatures are required to set up a withdrawal to an account at a bank other than your depository bank. Name of Authorized Representative Signature of Authorized Representative Name of Authorized Representative Signature of Authorized Representative Photocopy this form for additional vendors. 30 Form V First Public Account Application A. Primary Applicant Informat~io(~n (- Name of Applicant C(~ (~ 1,,,[~{~~~~irl~"CL - Mailing Address ~ l~1~~ Physical Address SGLI'Yi~, Representative(s) to Act on Behalf of the Applicant (Name and Title) City CC. State Zip~~ City State Zip Telephone Number ~Q ~- 82.0' ~j X05 ~ Fax Number ~p ~- (J~a_ ~ o~ (~ Employer Tax ID Number (EIN) ~ ~ - ~ D t /V V/ Are you associated with a member of a stock exchange, a municipal securities dealer, or other securities broker or dealer? If yes, please describe: B. Investment Objective and Suitability Disclosures The investment objective for this account is focused on safety of principal and liquidity, and investments are restricted to those investment vehicles authorized under Chapter 2256 of the Public Funds Investment Act, Texas Government Code. Please describe any additional limitations or restrictions regarding this investment account. ~~ n~ C. Signature In consideration of your accepting this account, we hereby acknowledge that we understand and agree to the terms set forth in the Customer Agreement (including the pre-dispute arbitration agreement found at the end of the Customer Agreement), a copy of which we have received, read, and understand. Printed Name of Investment Officer: J Signature of Investment Officer: Date ~~ f6-oZgD9 (Please provide a copy of your Investment Policy.) 31 Instructions Please sign the First Public New Account Application and return it to First Public at the following address, along with a copy of your Investment Policy. First Public 12007 Research Blvd. Austin, Texas 78759 Before mailing the application, please tear off and retain the attached First Public Customer Agreement so that you will have a copy for your records. To open a Lone Star Investment Pool account, you will need to carefully read the Lone Star Information Statement, adopt the Lone Star Investment Pool Resolution, execute an Investment Agreement, and complete the Lone Star Enrollment Application, all of which are included in the Information Statement and Enrollment Book. If you have questions about this application or opening a First Public account, contact First Public at 800-558-8875 or send an a-mail to customer.service(a~firstpublic.com. 32 Customer Agreement In consideration of First Public, LLC, (hereinafter referred to as "you" and "First Public") opening one or more securities accounts on behalf of the Applicant (hereinafter referred to as "we," "us," and "our"), we represent and agree as follows: Authorized Signatory and Associations: The signatory is the authorized representative of the Applicant and, except as otherwise disclosed to you, we are not associated with any national securities exchange or member firm of any exchange or the NASD, and we will promptly notify you if we become so associated. Appointments: We appoint First Public as our agent for the purpose of carrying out our directions with respect to the purchase and sale of securities. To carry out First Public's duties, First Public is authorized to place and withdraw orders and take such other steps as are reasonable to carry out our directions. Membership: We understand that First Public is a member of the Securities Investor Protection Corporation. Authorization and Accuracy of Reports: (a) You are authorized to act on oral instructions concerning our account and you aze not liable for acting on any false oral instructions if the instructions reasonably appeared to you to be genuine. We authorize you to electronically record any and all conversations between us. (b) We will notify you of any error in a confirmation of order within two days of when it is mailed to us. We will notify you of any error in a statement within 10 days of when it is mailed to us. If we do not give you written notification of an error in the time specified above, then we accept the confirmation or statement as correct and we will not later claim that the confirmation or statement is incorrect or that the transactions shown were unauthorized. We understand that all mail will be sent to the address shown on our Account Application and we will be responsible for receiving mail at that address, unless we give you written notice of a change in address. Choice of Law: This Agreement and all transactions made in or for our account shall be governed by the laws of the State of Texas. Liability: We understand that First Public may, in its sole discretion, prohibit or restrict trading of securities in any of our accounts. We agree that First Public shall not be liable for any action or failure to act on behalf of our account unless caused by First Public's willful misconduct. Settlement: We agree to make available or agree to deliver to First Public sufficient funds to cover the amount due on purchases of investments by settlement date. Waiver and Modification: We understand that your failure to exercise any right granted by this Agreement or to insist on my strict compliance with any obligation under this Agreement will not be considered a waiver of that right or obligation. We also understand if you furnish me with notice on one occasion, you are not obligated to provide me with notice in the future. I understand that no provision of this Agreement can be waived or modified unless it is done in writing and signed by First Public's Managing Director, Corporate Counsel, or Chief Compliance Officer. Applicable Regulations: (a) We understand and agree that every transaction in our account is subject to the rules or customs in effect at the time of the transaction that, by the terms of the rule or custom, apply to the transaction. These rules or customs include state and federal laws; rules and regulations established by state or federal agencies (including, without limitation, the Securities and Exchange Commission); the Constitution; rules, customs, and usages of the applicable exchanges, associations, markets, or clearinghouses; or customs and usages of individuals transacting business on the applicable exchanges, mazkets, or cleazinghouses. (b) If this Agreement is incompatible with any rule or custom, or if a rule or custom is changed, this Agreement will be automatically modified to conform to the rule or custom. The modification of this Agreement shall not affect any of its other provisions. Severability: If any provision of this Agreement is deemed to be unenforceable for any reason, this will not affect the validity and enforceability of any other provision of this Agreement. Rule 14b-1(c) of the SEC: We understand you will disclose our name and address to the Lone Star Investment Pool (the "Pool") so that we can receive information directly from the Pool. If we do not consent to such disclosure, we will notify you in writing. Accuracy of Market Data: We understand that market data, including security price quotations, are obtained from an independent pricing service believed to be reliable. We understand and agree that First Public cannot guarantee the accuracy of such data and will not be liable for any consequential, incidental, special, or indirect damages (including lost profits, trading losses, and damages) that result from reliance upon independent pricing services. 33 Privacy Notice: First Public is providing this information as required by Regulation S-P adopted by the Securities and Exchange Commission First Public does not collect personal information from individuals, consumers, or customers since its scope of business is limited to accounts of government entities. First Public protects confidential account information of government entities and has security measures in place to protect the loss, misuse, and alteration of information under our control. Important Information about Procedures for Opening a New Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When we open an account, First Public will ask for our name, address, taxpayer identification number, and other information that will allow it to identify us. First Public also may ask to see our organizational documents or other identifying documents. Termination of Account: You have the right to terminate any of our accounts (including multiple owner accounts) at any time by notice to us. Transactions Accepted through Electronic Funds Transfer: First Public will accept the electronic transfer of funds to our account following an initial notice from the originator of such transfer that such funds will be transferred and at any subsequent time by the originator of such funds. First Public will honor requests from the original transferor of such funds to adjust entries made in connection with electronic fund transfers or to transfer funds from the account in order to correct errors. Such requests will be honored by First Public without making any independent investigation of the underlying facts, and First Public disclaims all liability for actions taken in honoring such requests whether or not the original transferor was correct in making such request. Under no other circumstances will First Public honor requests from third parties to electronically transfer funds from our account. Arbitration Disclosures: All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. The Arbitrators do not have to exp-ain the reason(s) for their award. The panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. The rules of the arbitration forum in which a claim is filed, and any amendments thereto, shall be incorporated into this agreement. Arbitration and Dispute Resolution: (a) We agree that any dispute or controversy, either arising in the future or in existence now, between us and First Public (including First Public's officers, directors, employees or agents) will be resolved by arbitration conducted before the Financial Industry Regulatory Authority (FINRA) and in accordance with its rules then in force. (b) A court of competent jurisdiction may enter judgment based on the award rendered by the Arbitrators. (c) Nothing in this Agreement shall be deemed to limit or waive the application of any relevant state or federal statute of limitation, repose, or other time bar. Any claim made by either party to this Agreement that is time barred for any reason shall not be eligible for arbitration. The parties to this Agreement shall not bring putative or certified class-action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in a court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied, (ii) the class is decertified, or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. 34 PROF03AL ACCEPTANCE FORM AVIATION Directions: This form and the Interlocal Agreatxnt must be coatpteted, signed and restarted. If tune is of the essence, you may wish to ttae an express trail service or a fttt~tmik copier. Tn the event you submit these documents by facs6aile, the originals must still be setts by regular omit. Place indleate with j X ]the coverages that you are ~ag- 1tiETtlittN Tt1: Zetrrts Afatleag7re Jw~t~tra~ illsx Posl . uaDapaetararu P.Q Baur l~l19! daraGr, Taata 78911.9194 P/boar. 512111-~3iDorl-8IP•537-6633 AAX: 572.69121N COVERAGE L1fMiTS DEDUCTIBLE CONTRI$UTION EFFECTIVE ANNIVERSARY DATE DATE j t~AirportPrerniass Liability s S dD0~0 s lO~OOD S as~.5~ /!- 4~-O~ //- ~ [ ~ OperatioasLiab;lityo s s ODa oav s la~,,,®Oo s ~~~~~ !_~9 ~l-f j~~g~' ~~ s Wi`t' //- ~-0 9 ii - y Any om aircraft S aZ 5, 060 4~ o Per oxtareace' S a s_ OOH G_,, a00 S~ fi~i G [ I Non-Owned Airaaft Lrebility" S S S - L. ~ Gt/at~ _'~` ~' 2S'O a acv ~ ~.~i`o ~' ~~ ~o~ ~l-~-~ TOTAL S 3 ! " 3~ o Limit mast cgvei Airport 1'runites Liability Built. IYtethod of Payment: ] I Qr+~~!' N! AnxaRl{p (3% DI~OYJN13 T, the undersigned, as as attthtuized representative of do hereby accept onbehalfof the atbdiviaioa the pacttons of the ve. Sigttatttre of Authorizcd OtTciai: '~~ ~-- ~ SP ~ i ~ ~ Title: "t ~r ~v ~h.a~-ti Date: e rater ~~'~ °~r men Mn:tAtxom n r.a~ ~toa.- Tbls Ford! P$ y vn't6eab~Rrnra CoYOa TEXAS bIUAtICIPAL LEAGiJB INTF.RtsOVERNiidENTAL R[SK POOL [237 aar~aroe Incorporated by Reference: Exlu'bit A: Request for Proposal BI-0196-09 Exhibit B: Proposer's Proposal Exhtbit C: Email with subject: Corpus Christi -Bid Analysis Answers dated 10/08!2009 9:28 A.M. from Dneidwi 'ro.org to paulp()a.cctexas.com and attachment there to dated October 8, 2009 containing written responses to questions regarding bid submitted. Exhibit D: E-mail with subject: Re: Fwd: Fw: Corpus Christi -Bid Analysis Answers dated 10/15/2009 4:59 P.M. from DNiedzwiedzCa~unliro.ore to Evel cctexas. m. Signature of Authorized TMLIRP Official: Title: II/si Date: /~f ~~ -~ VICTOR O. SGHINNERER .u-- ~~ Se COMPANY, INC. September 8, 2009 ' EXCESS AVIATION PROPOSAL S50M Ezcess of S2SM Primary Named Insured: City of Corpus Christi Address: P.O. Box 9277 Corpus Christi, TX 78469-9277 Policy Period: November 4, 2009 -November 4, 2010 Both days at 12:0 la.m local time at the address of the Narced Insured. Carrier: Illinois Union Insurance Company (A+ S&P, A+ XV Best) Interest: The Imured's legal liability, to which this policy applies, arising out of the Insured's Airport operations at the following airport location(s): Airport Location: Corpus Christi International Airport, Corpus Christi, TX (CRP) Sum Immured: To pay the DIFFERENCE BETWEEN the primary limits of the underlying Coverage Document (I'ML), bring: $25,000,000 each occurrence%ffense in respect of Bodily Injury, Personal and Advertising Injury and Property Damage combined, subject to the following limitations: Products-Completed Operations Annual Aggregate Limit .............................$25,000,000 Personal Injury and Advertising Injury Annual Aggregate limit ........................ $25,000,000 Malpractice Annual Aggregate Limit .......................................... .. $25,000,000 Bxtended Coverage -War, Hi jacking and Other Perils Annual Aggregate Limit ............ . Not Insured Fire Damage Limit Any One Fire ............................................... . $50,000 Medical Expense Limit Any One Person .......................................... Not Insured Haogarkeepers not "in flight" Limit Any One occurrence ................... . ......... $25,000,000 FIangarlccepers not "ia flight" Limit Any One AircraR ............................... .$25,000,000 Non-Owned Aircraft Liability ................................................... Not Insured AND the Total Limit(s) under this Insurance and Coverage Document of the PHmary Insurer combined, befog: $75,000,000 each occurrence/offense in respect of Bodily Injury, Personal and Advertising Injury and Property Damage combined, subject to the following limitations: Products-Completed Operations Annual Aggregate Linrit .............................$75,000,000 Personal Injury and Advertising Injury Annual Aggregate limit ........................ $25,000,000 Malpractice Armual Aggregate Limit ............................................. $25,000,000 Extended Coverage -War, Hi-jacking and Other Perils Anneal Aggregate Limit............ Not Insured Fire Damage Limit Any Orte Fire ................................................ $50,000 Medical Expense Limit Any One Person .......................................... Not Insured Hangarkeepers not "in flight" Limit Any One occurrence ............................. $75,000,000 Hangarkeepers not "in flight" Limit Aay One Aircraft ................................$75,000,000 Non-Owned Aircraft Liability ................................................... Not insured 500 Dallas, Suite 2830• Houston, TX 77002 • Phone 713-759-2010 • Fax 713-651-9901 VICTOR O. l3CHINNERER .... .. ._ & COMPANY, lNC. Conditions: Policy Jacket AP200 (09-07) TML AP XS 9/6/2007 VS3 TML AP XS 9/6/2007 V3 Service of Suit Endorsemertt XS-1U96e (02/06) Texas -Important Information 9003-TX (11-99) TR-19604c (01/08) - Policylmlder Disclosure Notice - Terrorism (Attached -SIGNATURE 12E0UIR1 Surplus Lines Notice -Texas Required Notice (Attached) US Clasai8eation Conditions: Surphs Lines ANNUAL PRE1vIIUM $36,671.00 SURPLUS LINES TAX (4.85%) $ 1,778.54 STAMPING FEE (.06%) $ .22.00 TOTAL: $38,471.54 ^ AddItional Coverage for TRIA (Terrorism Risk I!~snrance Act of 2002): ANNUAL PREMIUM $3,667.00 SURPLUS LINES TAX (4.85%) $ 177.85 STAMPING FEE (.06%) $ 2.24 TOTAL: $3,847.05 ^ Additlonal Coverage for War: (based on aggregate limit snd not per occurrence) ANNUAL P1tEMIUM $3,667.00 SURPLUS LINES TAX (4.85%) $ 177.85 STAMPING FEE (.06%) $ 2.20 TOTAL: $3,847.05 (~ Addltlonal Coverage for TRIA and War: ANNUAL PREMIUM $4,584.00 SURPLUS LINES TAX (4.85%) $ 222.32 STAMPING FEE (.06%) $ 2.75 TOTAL: $4,809.87 Should you elect this coverage, please complete below and return this proposal no later man October 31, 2(109. You may fax back to (713) 651-9901 to Attn: Tonga McPherson Acceptance of this proposal does not constitute binding of overa e. Covera a is bound upon written confirmation from Victor O. Schinnerer & Co., Inc. , Accepted by: .~~ Date: b 1g 6 500 Dallas, Suite 2830• Houston, TX 77002 • Phone 713-759-2010 • Fax 713-651-9901 Incorporated by Reference: Exhibit A: Request for Proposal BI-0196-09 Exhibit B: Proposer's Proposal Exlvbit C: Email with subject: Corpus Christi -Bid Analysis Answers dated 10/08/2009 9:28 .A.M. from DneidwiedzCa~tmlirp.ore to pauip~?cctexas.com and attachment there to dated October 8, 2009 containing written responses to questions regarding bid submitted. Exhibit D: E-mail with subjecK: Re: Fwd: Fw: Corpus Christi -Bid Analysis Answers dated 10/15/2009 4:59 P.M. from DNiedzwiedz(a~tmlirp.ore to Evel n cctex om. Signature of Authorized TMLIRP Official: Title: lGt Ivc.. Date: /p-/ - a POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE ace user You are notified that under the Terrorimt Risk Insurance Act, as amended, that you have a right to purchase insurance coverage for loses resulting from acts of terrorism, as defined in Section 102(1) of the Act: The term "act of terrorism" means any act that is certified by the Secretary of the Treastuy--in concurrence with the Secretary of State, and the Attorney General of the United States-to be an act of terrorism; to be a violent actor an act that is dangerous to human life, property, or infigstrrtcture; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITE) STATES GOVERNMENT GENERALLY REIMBURSES 85•/. OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER TAE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RLSK INSURANCE ACT, AS AMENDED, CONTAINS A SI00 BILLION CAP THAT LIMITS U.S GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS 5100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED S100 B[LLION, YOUR COVERAGE MAY BE REDUCED. Acceptance or Rejection of Terrorism Insurance Coverage ~ I hereby elect to purchase terrorism coverage for a prospective premium of 53,667 hereby decline to purchase terrorism coverage for certified acts of terrorism. I understand tal,I wilt-ttpve no coverage for losses resulting from certified acts of terrorism ILLINOIS UNION INSURANCE COMPANY Print Name ` Policy Number _ ~ J Q ~ Insured City of Corpus Christi Date ® 2007 National Association of Insurance Commissioners TR-19604c (01/08) Incorporated by Reference: Exhibit A: Request for Proposal BI-0196-09 Exhibit B: Proposer's Proposal Exhibit C: Email with subject: Corpus Christi -Bid Analysis Answers dated 10/08!2009 9:28 A.M. from DneidwiedzCa)trnlirp.org to Daulpf?a.cctexas.com and attachment there to dated October 8, 2009 comaining written responses to questions regarding bid submitted. Exhibit D: E-mail with subject: Re: Fwd: Fw: Corpus Christi -Bid Analysis Answers dated 10/15/2009 4:59 P.M. from DNiedzwied a tmlup.org to Evel n cctex com. Signature of Authorized TMLIRP Official: ~ Title: Date: ~ 6 a DD ~j Property Proposal Acceptance Form Member: Corpus Christi Member ID: 8795 T'~ :~ ~. Directions: This form must be completed, signed and returned. The Interlowl Agreement must also be completed and returned if you are not a current Liability or Property Fund participant. ff time is of the essence, you may wish to use an express mail service or facsimile copier. In the event you submit these documents by facsimile, the originals must still be returned. Indicate with [ X ]the coverages and method of payment that you are atxx:pting. Forward all dowmertts to: .. Texas Municipal League Intergovernmental Risk Poo! Underwriting Department P.O. Box 149194 Austin, Texas 787149194 Phone: 1-800-537-6655 or FAX: 512-491-2404 COVERAGE DEDUCTIBLE CONTRIBUTION EFFECTIVE ANNIVERSARY DATE DATE [Mobile Equipment Total Value S ~~'[i"0 [y}~Actual Cash Value OR [ ] Replacement Value [~ublic Employee Dishonesty limit ;[f,~l~i7C1 ~. ~lfa~} [ ; ] Per Employee OR [y]~Per Occurrence [,Theft, Disappearance and Destruction Limit ~ Q~.(,~11 ~~_(1t70 [ Ij/Forgery or Alteration Limit ~Q $1D. wy [~omputpr Fraud Limit (,i OA4jB~1 S ~D,ODO I~~ ~"~ s a5`® a evo s ~'/.7th` ~ -~`~-- [d]~Fafthful Performance [~ Excess Coverage (as proposed) sat 9f~ - Jl _c~ si393 11~ ~l_~ - Method of Payment: [ ] 4uarterly [ C~Annually (3% DISCOUNT) I, the undersigned, as an authorized representative, do hereby accept on behalf of the above named political cated above. Signature of Authorized Official: Title: Date: t r`'~'G.r.C~..~C. J~1~'~i C~~' OFFICE USE ONLY The Signed lnterlocal Agreement Contribution: Member ID# Must Accompany This Form verified by: (Exception: Current Liability/Property Fund partidpanfs ore not required to (l New (l Re-awardlnB { )Adding Coverage submit a new Interlotal Agreement.) Incorporated by Reference: Exhibit A: Request for Proposal BI-0196-09 Exhibit B: Proposer's Proposal Exhibit C: Email with subject: Corpus Clnisti -Bid Analysis Answers dated 10/08/2009 9:28 A.M. from Dneidwiedz(altmlirp.org to Qaulp~a.cctexas.com and attachment there to dated October 8, 2009 containing written responses to questions regarding bid submitted. Exhibit D: E-mail with subject: Re: Fwd: Fw: Corpus C)uisti -Bid Analysis Answers dated 10/15/2009 4:59 P.M. from DNiedzwiedz a tmlfr~ ore to Evelyn a.cctexas m. /~ Signature of Authorized TIvII.1RP Official: C ' Title: F Date: /0 ;005 ~~ :. y ---- m`° ^'2 ~nA u <°n~ .' ~' ^~ B c a 3~ ~ S r c m m I q c rt > A < i0 °ur ~aa an o ^nc na or So3n n m w C ~ m n y n m min RR O a O' A I~+• r ~ ~ ~ rw~ 6 7 m O n y L E n ~ a n a b a ~i ~ n na C a n n .o.. n y --_y w m n ~ a n r N A -0 b 2n ry n = V ~ n o T _ ~ _o n A ~ 1 a ~ a: n 1 ~ ~ n ~ a a 0 ~ x A O a n - O ° C~ o a.. m c a 1 ~ a n n I o~ z i n 1 •c ~N ¢i m n ~ 1 o! m e o a n A a a .+ o, r Srt a S 1G A n ~~ ~ ~ a a n rt n w n o y R oa o- O 7m n ~~ H 6 G n~ o O M ~7 n an r a • QO. A n v 3n a~ / O an tom[ n eOw 1 m a v 0. _ o' qj~ m 4. >A Incorporated by Reference: n O r a ~i ~ ~\ r ' - ~`. VQ ~ ~~ "~,1 5.7 lTt G ~ °~o \ ~ I 1 ~ "~ ~7 V ~ ~ ~ ~ 1 `~: e~ r\ v v e ~ n a 0 ~ a a .. a n N x m n \ A ii w n c 7 A w ! G n ° Gary ° r ~ ~ y ,~ ~ n o n ~ m° i0 0 e a O O w a a m b ~ b Q ~ w C ~ ~ ~ ~ 1 O o ~ ~ s Q < i ' Q }} Q ' ~ n ~ ' ~ 1 1 1 ~ n O ~n ~1 Cry ~ „ ~ p C ~ ~ O ~~ C 1 ~(- .~ ~ I ~ ~ '" R T. ) ~ T ~ m ~ ~ ' rt e ~ t a 1 ~- ~ 1 I I I ~ $~ inn ~'i ~d a n `~~n °~o" O r L n ~"°m .. O ° ~ r n ~~tto a 3 y nom O ~ K a D MN ~'n ~-] q G A r ~ n < n n a n ~ n n O ~ A .+ r0, O m -~ o a a 0 n n Nan nm °•ogg ~O~O m rD m ~o 3n t.~%n GrOL C o~m ~a~n PY O r o a R~ n w op~ Sn nff N '~~ xmns•• Raa 'p Y W~ 00 - m ~~na r NMir oa`~a n~n u~ a m n~~ 7 a ~~ n n° o n ~~«. ~O na m°aa m e6 yiLR~ 0 Npti a n n ~ ~ n a C n 71'If~ o m °'~aa Mee o v" ~oo° w m~~M n ~ nn rya R N ° 3 O~ ° 7m m n n a ~ Knn ° 3 n n ~ o m n- oba'n ~nn o ~~~ °:~w nm~ Exlu'bit A: Request for Proposal BI-0196-09 Exhibit B: Proposer's Proposal Exhibit C: Email with subject: Corpus Christi - Bid Analysis Answers dated 10/08/2009 9:28 A.M. from Dneidwiedz(a~tmliro.ore to paulp~aZcctexas.com and attachment there to dated October 8, 2009 containing written responses to questions regarding bid submitted. Exhibit D: E-mail with subject:. Re: Fwd: Fw: Corpus Christi - Bid Analysis Answers dated 10/15/2009 4:59 P.M. from DNiedzwiedzCa~tmlirp.org to Evelvn cctex om. Signature of Authorized TMLIRP Official: Title: /' Date• / Ly o?d~~ ~p is• `~ ~ ~~ .. v p r ro li~q ro sn~i ae n ~~' ur ~~~ N n» wo !3 Y i~W ~ 0 0 P o ~ ~~~ a ~~ ~ m~ a r°. M rM pn ~Op A n C 7 o ~ ~ w w ~~ K ~° R ~ 01 ~~ s a °~ m w a ®w R a 0 ~~ NO Incorporated by Reference: -~ ~~ ~g'cS ~ Row a a ~ ~ ~a~~ r~~r ~ ~~ w tn+ i n ro r r~ ~ r N 'C i y O$ 0p~ ~ ~ ~ C WiL ~ ~i~ a~~ }~ir ~ ~ NM<a g ' ~~~„ n ~+ a m i A b •: ~ r ' ~ ~ ~ ~ ~ ~~ ® ~ ~~~ ~~o~~' M~a mR ° ° ~ N~"" ~ ~ ~ orxpx ~ ~wr°r y CMS R~M ~' W m +n w ~ M ~ _ -~. ~ ~, m N ~ o C i °n % ~m 0 ~~~ ~~~ ° c.. A aye S' ~' ~~~~ ~m~, m~~ ~± ~~~ ~~n ~= ~ ~A ~ ~ + w n G W ~ $ ~ ~r ~ ' o,"~g~ ~ ~° ~ ~ ~ ~ ~~ n w ~ 7 ~ V,1 ~ w n ro ro ~ ~~~@ ~~.~~ ` ~ ~~ `' Exhibit A: Request for Proposal BI-0196-09 Exhibit B: Proposer's Proposal Exhibit C: Email with subject: Corpus Christi -Bid Analysis Answers dated 10/08/2009 9:28 A:M. from Dneidwiedz(a~tmlir~o_rg to p~ulg[alcctexas.com and attachment thereto dated October 8, 2009 containing written responses to questions regarding bid submitted. Exlu'bit D: E-mail with subject: Re: Fwd: Fw: Corpus Christi -Bid Analysis Answers dated 10/15/2009 4:59 P.M. from DNiedzwiedznu.tmliro.ore to Evel cctexas om. Signature of Authorized TMLIRP Official: Title: Date: /0 (10 9 aul fierce - o us hristi- i Anal is savers _ ~ a e 1 From: <DNiedzwiedz~tmlirp.org> To: <paulp~cctexas.com> CC: <GYbarra~tmlirp.org> Date: 10/8/2009 9:28 AM Subject: Corpus Christi-Bid Analysis Answers Attachments: CC-Bid Anaysis Answers.pdf Mr. Pierce, Please see attachment... Thanks! Dinora B. Niedzwiedz, CIC TML-IRP Underwriter phone (800) 537-6655, ext. 444 fax (512)491-2404 PAGE 1 OF 3 EXHIBIT C October 8, 2009 Mr. Pierce, Here are the written responses to your questions regarding the bid we submitted: 1) In terms of premiums, the same formula wiN be applied for years 2 end 3 es was ca~ulated in the bid for year 1. The rates applied within that formula may clrange, as rates are reviewed and set by the Poops board annually. We arrtidpate favorable rates for years 2 and 3 as recent history h~ indicated rate decreases for most Nrres of coverage. 2) Regarding Clarification Q, we will provide a defense to the City until tl~at claim is rro longer appNcable. Q. ' AlNpad Dfshbnast, FraudulMrr, a knMy tYto-rglW Acts Claims inwhring assgatiorra of d-shoneaq; 6sudtJa# ads. and wvong6d ads corranitted intergionelly wtih knowledge ~ may be det~nded by the Pod rxdi a i or other final action estebtisires that such ads were cornmiled with actual dishoneet or frauohrlent purpose or irrant. ff the ads or omissions listed above are included with other alregetions of negligence on the partcfihe^hrandrsr, the i!oahwi:coirfinueda-dM6r+d tM It~rnber 1br ilwss acts which are nd AOwid to be dishonest, fraudulent crermal or malicious. The Pod also provides -eim6ursament for pirninal defense expenses once a Covered Party has been exonerated from aA d-arges, or once drargea are wdhdrawn air dismissed without admission of guilt The krnif for }his reimbursement is 110,000 percriminal proceeding. 3) Clarification S under the Airport Liability refers to liability assumed by co et for alleged "bodily injury" or "property damage'. This clarification indicates that the Pool will not .be responsible for Punitive and Exemplary Damages that you choose to assume in an executed contract S. PuMtTveamd t3remiphrYDartr~ Punttiwe and exemplary damages a-e cwered when awarded in connection with a covered claim with the exception ofpunihve and exemplary damages assumed by corrhad. 4) Clarificatan R states: R. Hooted vs. h+snred (lYHow anpfoyee ddms) Coverage is provided for insured vs. irwured" (covered party vs. c~e-ed party) claims except when both covered parties are. assettir-g ohrarrs againeta~ee earrfJwr. C.oversge is alfiwded in all cases to the Alerrdrer eMlly, aa.weM as to ceveredpwrties Jana M~emberasserti-rg:dairra against covered Aadies ~anofher 6fernber. Caverags does nil extend fo ailuaiiorrs imotvin8 boddl' irijrrry to an employee, ~ Wbrlrers' Compermation is the sole remedy for employees of poCrficaf subdivisions acting in the scope and course ad' theirdutiea. Coverage for employee vs. empbyee would be covered under Auto Liability except for bodily injury which would Pali under Workers' Compensation coverage. 5) Aub C~asbvplielAuto Physical Damage coverages: • Vehicles covered by Auto Physical Damage are Covered for both comprehensive and collision losses. These vehicles are subject 1A spar-vehicle deductible unless several vehicles are affected and a maximum occurrence deductible is appNed. • Vehicles covered by Auto Catastrophe are covered only for comprehensive bases when 2 ar more vehicles are involved and are subject to a per occurrence deduclible. PAGE 2 OF 3 EXHIBIT C • Vehicles covered by both Auto Physical Damage and Auto Catastrophe would be subject to the per-vehicle deductible or the Auto Catastrophe deductible, whichever is lower: fi) The City's bid requested "Credit and debit card forgery at a limit of $25,000, subject to a $250 deductible". The Pool's Forgery or Alteration coverage would mover credit and/or debit card forgery that results in a financial loss to the City. This coverage would be excess over any coverage provided by the credit/debR card or banking institution. 7) The Pool's Public Employee Dishonesty coverage provides recovery for the loss of money, securities and other property resulting from ifie dishonesty ~ employees, elected or appointed otf'raels, and volunteers. To avoid duplicate coverage, it does not provide coverage for bases caused by arty employee a official that is required by law ie purchase a Public Offic'rai Bond. Publc Official Bards are available for various public officials and employees who are required to be bonded by statute, city charter, ordinance, resolution or other official action on the part of the governing body of a untt of local government If a Public Offiraal Bond is required, the Pooi can assist with brokering the bond through a private company. I hope this response has successfully answered your questions regarding the bid submitted by the Pool. If you need anything else, please let me know. Thanks! Dinora B. Niedzwiedz, CIC TML-IRP Underwriter phone (800}537-6655, ext. 444 fax (512) 491-2404 PAGE 3 OF 3 ~IW I~acyVa) r'3au~ rrottz - ryes. rwV. ryy. vin Elua yn~wu-oit~ nnarya~a n~wwcw ~a~ ~ EXHIBIT D From: <DNiedzwiedz~tmlirp:onJ> To: "Evelyn Page" <Evelyn~cctexas.com> CC: <carolyn~rwlgroup.com>, "Donna James" <DonnaJ~cctexas.com>, °Paul Pierce... Date: 1 0/1 5/2009 4:59 PM S~ject: Re: Fwd: FW: Corpus Christi-Bid Analysis Answers Attschrnerr[s: CGBid Analysis Answers.pdf In response to the questions posed by RWL: Item #5-Auto Cat Physical Damage: Dinora addresses the fact that the aggregate applies to a particular claim but does not clarity whether or not there is an annual aggregate, and H so, what it is. Under Auto Cat Coverage, there is no aggregate, only a per occurrence limit. Item #6-credit Card Coverage: Dinora has stated thaf credit cards are covered, but we feel the waythe coverages reads, credit cards may not be included. Consequently, please ask TML if they would be willing to include a endorsement specifically clarifying that credit cards are covered. The Pool will provide a Manuscript Endorsement that spec'rfically states that credit card forgery is covered and is subject to the $250 deductible as requested by the City. This endorsement will be issued with the final Crime Coverages declaration pages. Item #7-Public Employee Dishonesty Coverage: Any employee that is required bylaw to be bonded, should have an individual bond as required by law. Please request that TML include coverage in excess of those individual bonds. I checked with our Underwriting Manager and our coverage wil! not apply excess of the City's Public Officlal Bonds as the City should be able to elect sufficient limits from their bond broker. If you would like me to find out what limits are available for Public Official Bonds through the broker we typically use, Victor O. Schinnerer, I am happy to do so. Thanks! Dinora B. Niedzwiedz, CIC TML-IRP Underwriter. phone (800) 537-6655, ext. 444 fax (512) 491-2404 "Evelyn Page" <Evelyn~cctexas.com> 10/14/200911:05 AM To <DNiedzwiedz~tm lirp.org> cc "Donna James" <DonnaJ~cctexas.com>, °Paul Pierce" <PaulP~cctexas.com>, <carolyn ~ rvvigroup.com> Subject Fwd: FW: Corpus Christi-Bid Analysis Answers PAGE 1 OF 4 EXHIBIT D Dinora As discussed, attached is the email from RWL Group requesting additional clar'rfigtions. Please provide at your earliest opportunity. Thanks Evelyn Evelyn Page Risk Management Specialist Human Resources -Risk Management (361)82&3611-phone (361)826-4555--fax evelyn~cctexas.com -Email HR Department Mission -PEOPLE HELPING PEOPLE SUCCEED We value Integrity, Professionalism, Quality Customer Service, Safety, Teamwork and Wellness City of Corpus Christi -Risk Management P. 0. Box 9277 Corpus Christi, TX 78469 This email transmission is intended only for the use of the individual or entity named above and may contain legally privileged or other confidential information. If the recipient of this transmission is not the intended recipient, you are hereby not'rfied that any dissemination, distribution ,copying or other use of this communication is unauthorized and your receipt of such communication is unintended. If you have received this communication in error, please notify me by telephone at (361) 826.3611 and destroy the communication. ----- Message from °Carolyn Miller" <carolyn~rwlgroup.com> on Wed, 14 Oct 200910:3520 -0500 ----- To: "Donna James" <donnaj~cctexas.com> cc: "Evelyn Page" <evelyn~cctexas.com> Subject: FW: Corpus Christi-Bid Analysis Answers Donna: Bob and I had the opportunity to visit regarding the attached answers from TML, and we still have some questions/comments. Item #5-Auto Cat Physical Damage: Dinora addresses the fact that the aggregate applies to a particular claim but does not clarify whether or not there is an annual aggregate, and 'rf so, what ft is. ttem #&--Credit Card Coverage: Dinora has stated that cxedit cards are covered, but we feel the way the coverages reads, credit cards may not be included. Consequently, please ask TML 'rf they would be willing to Include a endorsement specifically clariTying that credit cards are covered. Item #7-Public Employee Dishonesty Coverage: Any employee that is required by law to be bonded, should have an individual bond as required by law. Please request that TML include coverage in excess of those individual bonds. I look forward to receiving Dinora's response to these requests for PAGE 2 OF 4 ~10 16 aul Pierce - Rei Fwd: FW: Co us Christi-Bid Ana is Answers Pa 3 EXHIBIT D clar'rfication. Carolyn Miller From: Donna James [mailto:DonnaJ®cctexas.com] Sent: Wednesday, October 14, 2009 8:27 AM To: Bonnie Sindelar Cc: Evelyn Page Subject: Fwd: Corpus Christi-Bid Analysis Answers Bob, here are the clarifications received from TML, please review/respond and share with Carolyn. Donna James-Spruce, Manager Safety 8 Risk Management Division City of Corpus Christi (361)826-3739 donna] ~ cctexas.com City of Corpus Christi Mission: Provide Exceptional Service To Enhance The Quality of Life Human Resources Department Mission: PEOPLE HELPING PEOPLE SUCCEED We value Integrity, Professionalism, Quality Customer Service, Safety Teamwork, & Wellness If you are not the intended recipient, be aware that any disclosure, copying, printing, distribution, or use of the contents of this transmission is prohibited. If you have received this transmission in error, please notify us by telephone at (361)826-3689 immediately upon receipt. Thank you. »> Paul Pierce 1 0/1 3/2009 2:44:04 PM »> Best regards, Paul Pierce Procurement Manager City of Corpus Christi P.O. Box 9277 Zip 78469 1201 Leopard Street Corpus Christi, Texas 78401 Main: 361-826-3160 Direct: 361-826-3164 Fax: 361-826-4374 Website: http://www.cctexas.oom/?fuseaction=main.view&page=220 »> <DNiedzwiedz~tmlirp.org> 10/8/2009 9:27 AM »> Mr. Pierce, Please see attachment... Thanks! Dinora B. Niedzwiedz, CIC TML-IRP Underwriter PAGE 3 OF 4 ~• EXHIBIT D phone (800) 537-6655, ext. 444 fax (512) 491-2404 No virus found in this incoming message. Checked by AVG - www.avg.com Version: 8.5.421 /Virus Database: 270.14.15/2434 -Release Date: 10/13/09 19:11:00 PAGE 4 OF 4