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North Central Texas Council of Governments Request for Proposal for Depository Services RFP-NCT-2018-03 Issued: January 12, 2018 Proposal Deadline: Monday, 2:00 p.m. February 5, 2018 NCTCOG Offices 616 Six Flags Drive (Centerpoint Two Building) Arlington, TX 76005-5888 Contact: Monte Mercer, Deputy Executive Director (817) 695-9121 [email protected]

Request for Proposal for Depository Services RFP-NCT … · Request for Proposal for Depository Services . RFP-NCT-2018 ... study, and policy ... To adequately compensate the depository

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North Central Texas Council of Governments

Request for Proposal for Depository Services

RFP-NCT-2018-03

Issued: January 12, 2018

Proposal Deadline: Monday, 2:00 p.m. February 5, 2018 NCTCOG Offices

616 Six Flags Drive (Centerpoint Two Building)

Arlington, TX 76005-5888

Contact: Monte Mercer, Deputy Executive Director

(817) 695-9121 [email protected]

NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS

REQUEST FOR PROPOSAL DEPOSITORY SERVICES

TABLE OF CONTENTS SECTION I - INTRODUCTION .......................................................................................................................................... 1 SECTION II – CALENDAR OF EVENTS .......................................................................................................................... 2 SECTION III – CRITERIA FOR EVALUATION ............................................................................................................... 2 SECTION IV – NCTCOG ACCOUNT INFORMATION ................................................................................................... 2 SECTION V – BANKING SERVICES AND NCTCOG REQUIREMENTS ..................................................................... 3 SECTION VI – COLLATERAL REQUIREMENTS ........................................................................................................... 4 SECTION VII – OTHER STIPULATIONS ......................................................................................................................... 5 SECTION VIII – PROPOSAL INSTRUCTIONS/REQUIREMENTS ................................................................................ 7 SECTION IX – SUBMISSION CHECKLIST ..................................................................................................................... 8 SECTION X – PROPOSAL FORM ..................................................................................................................................... 9 SECTION XI – OTHER CONSIDERATIONS .................................................................................................................. 11 SECTION XII – GENERAL TERMS AND CONDITIONS ............................................................................................. 13 SECTION XIII – ADDITIONAL REQUIREMENTS ....................................................................................................... 16 Certifications of Offeror ........................................................................................................................................... 17 Certification Regarding Debarement, Suspension and Other Responsibility Matters .............................................. 18 Certification Regarding Lobbying ........................................................................................................................... 19 Drug-Free Workplace Certification ......................................................................................................................... 20 Certification Regarding Disclosure of Conflict of Interest ...................................................................................... 21 Certification of Fair Business Practices ................................................................................................................... 22 Certification of Good Standing Texas Corporate Franchise Tax Certification ........................................................ 23 HUBs, Minority or Women-Owned or Disadvantaged Business Enterprises .......................................................... 24 Certification Regarding Public Funds Investment Act ............................................................................................. 25 House Bill 89 Certification………………………………………………………………………………………....26 ATTACHMENT 1 – ACCOUNT BALANCES ................................................................................................................. 27 ATTACHMENT 2 – INVESTMENT POLICY ................................................................................................................. 45

NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS

REQUEST FOR PROPOSAL DEPOSITORY SERVICES

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I. INTRODUCTION

The North Central Texas Council of Governments is requesting proposals from eligible financial institutions to be designated as depository for NCTCOG. This includes the basic services of receiving deposits, paying items, wiring funds, stop payments, and other business banking activities. This agreement will not cover any investment transaction activities, other than safekeeping, as NCTCOG plans to manage its own investment portfolio.

The North Central Texas Council of Governments (NCTCOG) is a voluntary association of local governments established in 1966 to assist local governments in planning for common needs, cooperating for mutual benefit, and coordinating for sound regional development. NCTCOG's purpose is to strengthen both the individual and collective power of local governments and to help them recognize regional opportunities, eliminate unnecessary duplication, and make joint decisions. For more information about NCTCOG, visit the North Central Texas Council of Governments (http://www.nctcog.org) web site.

NCTCOG serves a 16-county region of North Central Texas, which is centered, around the two urban centers of Dallas and Fort Worth. Currently, NCTCOG has 236 member governments including all 16 counties, 168 cities, 23 school districts, and 29 special districts.

Each member government appoints a COG voting representative from its governing body. These voting representatives make up the General Assembly which annually elects the Executive Board. The Board is the policy approval body for all NCTCOG activities and is supported by technical, study, and policy development committees as well as professional staff headed by Mike Eastland, Executive Director. For more about Council of Governments in Texas, visit the Texas Association of Regional Councils web site (http://www.txregionalcouncil.org/). For a complete list of Council of Governments in the U.S., visit the National Association of Regional Councils web site (http://www.narc.org/).

NCTCOG’s fiscal structure funding depends primarily upon grants from the State and Federal Governments as well as fee-for-service contracts including shared funding for special projects and member government dues. Funding for Fiscal Year 2018 (October 1, 2017 – September 30, 2018) is expected to be $211.5 million.

The philosophy incorporated into this Request for Proposal (RFP) is to solicit comparable market charges for services provided and to pay for all services provided by the depository. NCTCOG also places importance on the interest/earnings credit paid on daily deposits above any minimum requirements.

The contract period shall be three years beginning approximately April 1, 2018, with an option to extend the contract for two additional one-year periods, if agreeable to both the depository and NCTCOG, or thereafter until the successor depository shall have been duly selected and qualified according to state laws. The depository contract shall provide that NCTCOG reserves the right to cancel any agreement, at any time, upon sixty (60) days prior written notice of its intent to terminate any agreement.

At the outset, NCTCOG wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury program of the North Central Texas Council of Governments:

A. To find a depository that is both capable of providing banking services and willing to be attentive to NCTCOG's money matters;

B. To maximize the total dollars earned by NCTCOG on account balances in order to be prudent and effective custodians of financial resources;

C. To maintain a good working relationship with the depository; and

D. To adequately compensate the depository for services provided and to allow a reasonable profit to be earned, subject to competitive forces in the market place.

Within this RFP are many statements as to the desire of NCTCOG in regards to certain areas of banking services. It should be emphasized that the specifications on the attached official proposal form represent a preferred level of service from NCTCOG's perspective. Bidders are instructed to clearly note on the official proposal form any exceptions or alternatives to the specifications. Clarifying information is required on all proposed exceptions or alternatives and should be provided as an addendum to the official proposal form. The language used should not be

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construed so as to preclude a bidder from presenting alternative features to the ones stated, either in terms of providing improved service to NCTCOG, or more acceptable conditions to the depository. All listed and described alternatives will be evaluated by NCTCOG. All points outlined and materials requested should be incorporated into the bidder's reply to be considered for evaluation.

II. CALENDAR OF EVENTS

Target Date Description of Events

January 12, 2018 Advertise depository RFP.

February 5, 2018 Proposals due from interested depositories (by 2:00 p.m. at North Central Texas Council of Governments, 616 Six Flags Dr., Arlington, TX 76011).

February 5, 2018- February 21, 2018 Staff Review.

February 22, 2018 Executive Board meets to consider recommendation of depository for NCTCOG after which contract will be awarded.

April 1, 2018 Contract period begins.

III. CRITERIA FOR EVALUATION

NCTCOG staff shall review the submitted proposals carefully. The recommendations shall be based on the proposal determined to be in the best interest of NCTCOG and overall best value for NCTCOG. The following areas are listed as an indication of what will be considered in the evaluation of the proposals:

A. Ability of the bidder to perform the requested services in the RFP;

B. Ability to meet the legal qualifications and the terms and conditions specified in the RFP;

C. Cost of the proposed banking services, and the cost of conversion and implementation of banking services;

D. Proximity of depository facility to the North Central Texas Council of Governments;

E. Financial condition of the bidder;

F. Effective rates paid on NCTCOG’s accounts;

G. Experience and success in providing banking services to municipal governments in Texas;

H. Quality of all reports requested;

I. Ability to provide sufficient collateral for account balances;

J. Securities clearance and safekeeping procedures;

K. Ability to provide NCTCOG with effective and innovative cash management services; and

L. Completeness of the proposal form and submission of the required information.

IV. NCTCOG ACCOUNT INFORMATION

NCTCOG currently has the following bank accounts. Other accounts may be set up as needed during the term of the contract.

Account Name Type

1. Consolidated Demand Deposit Account (Master Account) (Account Reconciliation Product)

2. Operating Zero Balance Account (Account Reconciliation Product)

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3. Payroll Zero Balance Account (Account Reconciliation Product)

The Consolidated Account will be set up for all daily deposits, ACH deposits, in/out transfers, wire transactions, and investment activities. Intra-bank transfers to other NCTCOG accounts will occur in this account. Securities clearance and safekeeping activity of investments will occur in this account. Full reconciliation service will be required.

The Operating Account will be set up to clear all operational checks/EFTs for NCTCOG. Automatic transfers from the consolidated account to the operating account will be used to fund checks/EFTs and bring the balance back to zero. One check stock will be clearing through the account. Full reconciliation service will be required. The Payroll Account will be set up to clear only personnel related checks/EFTs for NCTCOG. Automatic transfers from the consolidated account to the payroll account will be used to fund checks/EFTs and bring the balance back to zero. One check stock will be clearing through the account. Full reconciliation service will be required.

V. BANKING SERVICES AND NCTCOG REQUIREMENTS

Banking services to be provided are listed on the Proposal Form, along with estimated monthly volumes. The following identifies and discusses the services to be provided and the requirements to be met. Please attach copies of reports and separate agreements that apply to each service, if applicable.

A. Reporting System. NCTCOG requires an internet based reporting system which will provide information reporting services to include but not limited to:

1. Previous Day Balance Report

2. Current Day Balance Report

3. Debit and Credit Detail

4. Stop Payment Status Report

5. ACH Activity Report

6. Positive Pay Activity Report

B. Standard Disbursing Services. Standard disbursing services for all accounts are required to include the payment of all checks upon presentation

C. Positive Pay. The depository shall provide positive pay reconcilement services, where the depository electronically compares each check presented for payment against the database provided by NCTCOG by PC transmission.

D. Standard Deposit Services. The depository must guarantee immediate credit on all incoming wire transfers and U.S. Treasury checks upon receipt and all other checks based on the bank’s published availability schedule. The depository should specify in their proposal their deposit requirements and commercial and retail deposit locations, including night deposit services and procedures.

E. General ACH Services. Processing of payroll/operating ACH file transmitted to the depository via the internet.

F. General Wire Transfer Services. General wire transfer services for repetitive and non-repetitive wires via the internet.

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G. Account Reconciliation Services

1. Bank Statements. Bank statements on all accounts shall be addressed as follows: North Central Texas Council of Governments, Name of Account, P.O. Box 5888, Arlington, TX 76005-5888 and rendered within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. Along with the bank statement on the consolidated, operating, and payroll accounts, NCTCOG requires a report reflecting all items paid in serial number sequence, which is balanced to the bank statement (partial account reconciliation).

2. Imaging. The depository shall provide to NCTCOG, on a monthly basis, imaging of all cleared checks, and deposit information electronically or on CD-ROM as well as any needed software for retrieval and viewing of images. The depository shall safekeep actual image information for a period of time. Each responding depository must state the amount of time they routinely safekeep image information and state their capabilities for imaging. Each debit or credit item, other than checks, deposits or wire transfers, shall be supported by a written explanation identifying such item.

H. ACH Debit Block and Filter. The depository shall provide ACH debit block and filter services.

I. Resource Personnel. The depository shall identify personnel who are available to answer questions pertaining to transactions, which require detailed explanation and a depository officer(s) with overall responsibility for the account. Please provide biographies of account officers, cash management sales representatives, and customer service representatives who would be assigned to the account, as well as their back-ups. The depository shall be responsible for communicating the terms of this contract to depository employees.

J. Safekeeping. The selected depository shall be NCTCOG’s custodial agent in charge of safekeeping investment securities. The agent depository shall control the securities through its safekeeping department, through any corresponding bank with which it deals regularly, or through the Federal Reserve. Securities owned by NCTCOG shall be held in NCTCOG’s name as evidenced by safekeeping receipts of the institution holding the securities. All proposals must identify where safekeeping facilities will be located and what banks, if any are used as correspondent banks.

K. Account Analysis Statements. NCTCOG intends to pay for all account services provided by the depository as set forth on the Proposal Form. NCTCOG shall require account analysis each month with all accounts grouped to obtain maximum credit for balances which shall clearly show volume counts, fees charged, and total prices for servicing the accounts. The account analysis shall also show average ledger balances, average collected balances, interest rates and earnings credit rate and amounts. Fees charged to NCTCOG directly from the depository are not subject to change for the length of this contract. If NCTCOG renews the contract under the one-year renewal options, prices may only be raised upon mutual consent.

VI. COLLATERAL REQUIREMENTS

A. Securities Pledged. As security for the deposits of NCTCOG, the depository shall pledge to NCTCOG securities equal to 105% of the largest total ledger balances NCTCOG maintains in the depository, less the amount of coverage provided by the Federal Deposit Insurance Corporation (FDIC). (See the attached schedule for balance information.) The average level of collateral required is $3.5 million. The securities comprising the pledge shall be valued at market. Repurchase Agreements are not acceptable as collateral to NCTCOG. NCTCOG shall accept only the types of collateral approved by NCTCOG’s Investment Policy (Attachment 2, Section IX).

B. Reporting Requirements. The depository shall provide NCTCOG a report of securities pledged at the end of each month or at any time requested by NCTCOG's Deputy Executive Director or a designated representative. This report should reflect the following information at the end of each month:

Total pledged securities itemized by:

1. Name

2. Type/description/cusip number

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3. Par value

4. Market value at month end

5. Maturity date

C. Safekeeping. The securities pledged shall be held in safekeeping under the name of the depository and pledged to NCTCOG. Safekeeping must be performed by an independent, non-affiliate bank or by the Federal Reserve Bank with a three-party agreement signed.

Please submit a copy of the safekeeping agreement and the name of the trustee bank to be used in the event you are awarded the depository contract. The safekeeping agreement shall clearly state that the trustee is instructed to release the collateral to NCTCOG, if NCTCOG has determined that the depository has failed to pay on any accounts, has been closed by a regulatory authority, or is in default of this contract, and if release has been requested by the Executive Director or designee.

The safekeeping agreement shall have signatories from the trustee bank, the depository and NCTCOG.

The original copy of all security receipts shall be filed with the Deputy Executive Director of NCTCOG.

NCTCOG shall reimburse the depository for all charges associated with pledged collateral at the fee rate specified by the depository.

D. Substitutions. Any substitutions of the securities or reductions in the total amount pledged shall be made only by and with the proper written authorization approved by the Deputy Executive Director or authorized representative. All securities to be pledged are subject to approval by NCTCOG.

E. Representations. The depository represents to NCTCOG:

1. That the depository is the sole, legal, and actual owner of the securities collateralizing NCTCOG deposits; and

2. That no other security interest has been, nor will be, granted in the securities collateralizing NCTCOG deposits.

VII. OTHER STIPULATIONS

A. Right to Cancel Contract. In the event it would be ruled illegal under the provisions of any Federal Statute or regulation for the depository to pay interest in the manner outlined in this RFP, then NCTCOG expressly reserves the right and privilege to cancel the contract, withdraw NCTCOG's funds therefrom, and re-propose the depository services.

B. Periodic Review. NCTCOG may require a review meeting with the depository at North Central Texas Council of Governments periodically to evaluate the working relationship between NCTCOG and the depository. The objective shall be to address any problems or operating procedures and to seek a responsible solution.

C. Extension. All deposits, time certificates of deposit, or loan services which have not elapsed on the termination date of the finally approved depository contract, shall remain on deposit with the same depository under the same terms and conditions in effect during said contract until the date such services have elapsed.

D. Notices. The depository will notify NCTCOG in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect this depository contract. The depository shall also notify NCTCOG of any additional services that become available to NCTCOG throughout the contract period.

E. Audit. The depository’s records relating to NCTCOG’s accounts shall be open to review by either NCTCOG staff members or NCTCOG-appointed independent auditors during normal business hours. The depository’s records of NCTCOG transactions may be considered public records pursuant to the Texas Public Information Act.

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F. Financial Reports. During the term of this contract, the depository shall make available to NCTCOG each quarterly call report (schedule RC only), each quarterly and annual financial report to the shareholders and any public information concerning changes in the ownership, management or financial position of the depository or its parent.

G. Merger. Notwithstanding any other provision of this agreement which may be to the contrary, this agreement and the respective rights and obligations of the parties hereunder shall remain in full force and effect and not otherwise be affected by a merger of the depository.

H. Applicable Laws. This contract is governed by the laws of the State of Texas. Venue shall be exclusively in Tarrant County.

I. Term. The term of the contract period shall be for three years beginning approximately April 01, 2018 with an option to extend the contract for two additional one-year periods if agreeable to both the depository and NCTCOG, or thereafter until a successor depository has been selected.

J. Conflict of Interest. The depository agrees that during the contract period that the depository and any of its associates and employees will have no interest nor acquire any interest, either direct or indirect, which will conflict in any manner with the performance of the services called for under the final contract.

K. Errors. Depository errors resulting in lost interest or earning credit to NCTCOG will be reimbursed by the depository to NCTCOG at the amount that would have been earned had the error not occurred.

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VIII. PROPOSAL INSTRUCTIONS/REQUIREMENTS

A. Sealed proposals clearly marked “Depository Proposal” shall be delivered to the office of the following person by 2:00 p.m., February 5, 2018:

MR. MONTE MERCER DEPUTY EXECUTIVE DIRECTOR

NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS 616 SIX FLAGS DR.

ARLINGTON, TEXAS 76011

B. ANY PROPOSAL RECEIVED AFTER 2:00 P.M. SHALL BE RETURNED UNOPENED.

C. Proposals deposited with NCTCOG cannot be withdrawn prior to the time set for opening proposals. Request for non-consideration of proposals must be made in writing to the Deputy Executive Director and received by NCTCOG prior to the time set for opening proposals. After all other proposals are opened, the proposal for which non-consideration is properly requested may be returned unopened. The proposal may not be withdrawn after proposals have been opened. The bidder, in submitting the same, warrants and guarantees that this proposal has been carefully reviewed and checked and that it is in all things true and accurate and free of mistakes and that such proposal will not and cannot be withdrawn because of any mistake committed by the bidder.

D. The proposing depository shall use this RFP form as the OFFICIAL PROPOSAL FORM to submit rates and to answer questions. Submissions must be in strict compliance with this Request for Proposal. Failure to comply with all provisions of the RFP may result in disqualification. Any alterations, changes or deletions to this RFP shall be grounds for NCTCOG to disregard and reject the RFP. Any service which does not have a fee indicated on the Proposal Form will be considered to be free of charge in the depository contract.

E. If a service requirement cannot be met by a bidder, then the term “No Proposal” should be entered on the Proposal Form for that specific requirement. In the case of a “No Proposal” response, the bidder may offer an alternative equivalent service for NCTCOG’s consideration. Responsiveness to the service requirements will be a major part of the selection criteria.

F. NCTCOG reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all of which may be used in forming a recommendation.

G. NCTCOG reserves the right to reject any and all proposals, to waive any non-material irregularities in any RFP, and to accept or reject any item or combination of items, as determined to be in the best interests of NCTCOG.

H. This RFP for a depository has been duly advertised and is being offered for consideration to financial institutions chartered under laws of the United States or of the State of Texas.

I. By signing its submission, Offeror acknowledges that it has read and understands the insurance requirements for the submission. Offeror also understands that the evidence of required insurance must be submitted within ten (10) working days following notification of its offer being accepted; otherwise, NCTCOG may rescind its acceptance of the Offeror’s proposal. The insurance requirements are outlined in the General Terms and Conditions section.

J. All costs incurred by the bidder in responding to the RFP shall be the responsibility of the bidder.

K. The final appointment of a depository shall be made by the North Central Texas Council of Governments, Executive Board. The bidder may be required to enter into a contract which incorporates all of the obligatory points in this RFP. Otherwise, a resolution shall be adopted accepting the depository’s completed RFP as the OFFICIAL PROPOSAL FORM with accompanying related schedules and materials called for in this RFP.

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L. Upon being awarded the contract, the depository shall designate an individual to be the official contact person for all correspondence. NCTCOG’s official contact person will be Jane Rogers, Procurement Specialist. If you have any questions regarding this RFP, please address them to Jane Rogers at (682) 433-0416 or [email protected] . The depository shall be responsible for training and communicating the terms of this contract to depository employees.

IX. SUBMISSION CHECKLIST

A. Completed Proposal Form. B. Sample reports, statements, policies and procedures as requested under Sections V and VI. C. Availability of funds schedule with a clear explanation of deadlines. D. Sweep account prospectus if applicable. E. Most recent audited annual financial statement of the bank along with the last two quarterly FDIC call

reports. F. Proposed depository contract. G. Information regarding imaging services. H. Information about on-line access to account information, i.e. software utilized and parameters of usage. I. Information about on-line access to the securities clearance department, i.e. software utilized and parameters

of usage.

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X. PROPOSAL FORM

Name of Depository: ____________________________________________________

Address of Depository: ____________________________________________________

____________________________________________________

Telephone Number of Depository: ____________________________________________________

Date Submitted: ____________________________________________________

Officer’s Name and Title: ____________________________________________________

Signature of Officer: ____________________________________________________

Service

Estimated

Volume Unit Price

Extended Total

Estimated Balance Required

CHECKING SERVICES

ACCOUNT MAINTENANCE 3 0.00 STATEMENTS RENDERED 3 0.00 CREDITS POSTED 36 0.00 ACH INCOMING CREDITS 150 0.00 DEBITS POSTED 435 0.00 ACH INCOMING DEBITS 29 0.00 SPECIAL SIGNATURE REQUIREMENT 3 0.00 SPECIAL SIGN REQUIREMENT ITEMS 399 0.00

DIGITAL DEPOSIT SERVICES DD MONTHLY MAINTENANCE 1 0.00 CREDITS POSTED - DIGITAL DEPOSITS 9 0.00 DD - ON US DEPOSITED ITEMS 6 0.00 DD - LOCAL RCPC DEPOSITED ITEMS 3 0.00 DD - LOC STATEWIDE DEPOSITED ITEMS 8 0.00 DD - OTH 11TH FED CITY DEP ITEMS 1 0.00 DD - OTH 11TH FED RCPC DEP ITEMS 36 0.00 DD - TRANSIT CLEARING DEP ITEMS 112 0.00 DD - INFORMATION REPORTING ITEMS 166 0.00

ACCOUNT RECONCILIATION SERVICES FULL ACCOUNT RECONCILIATION 2 0.00 FULL ACCOUNT RECONCILIATION ITEMS 411 0.00

POSITIVE PAY SERVICES POSITIVE PAY 399 0.00 POSITIVE PAY REJECTED ITEMS 8 0.00 POSITIVE PAY PAID REJECT ITEMS 10 0.00

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Service

Estimated

Volume Unit Price

Extended Total

Estimated Balance Required

ACH ORIGINATION SERVICES

ACH ORIGINATION 1 0.00 ACH ORIGINATION ITEMS 2,852 0.00 RETURN ITEMS ACH 4 0.00

WIRE SERVICES INCOMING WIRE TRANSFERS 6 0.00 ONLINE WIRE TRANSFERS 7 0.00 WIRE TRANSFER STATEMENT 6 0.00

INFORMATION SERVICES PREVIOUS DAY REPORTING 1 0.00 PREVIOUS DAY REPORTING ACCOUNTS 3 0.00 PREVIOUS DAY REPORTING DETAIL ITEMS 658 0.00 CURRENT DAY REPORTING 3 0.00 FINANCIAL EDI ITEMS 361 0.00

CD ROM IMAGE ARCHIVE SERVICES IMAGE ARCHIVE DISCS 1 0.00 IMAGE ARCHIVE ITEMS 409 0.00

ZBA SERVICES ZERO BALANCE ACCOUNTING 2 0.00 ZERO BALANCE ACCOUNTING

TRANSFERS 28 0.00

List any other applicable depository services charges:

List any fees credit, cost offset, or additional services provided for conversion/implementation of depository services:

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XI. OTHER CONSIDERATIONS - Please answer the following questions: A. NCTCOG wishes to use electronic scanning/depositing of checks to reduce float and the liabilities of internal

check handling and transfer. Does the depository offer this type of service? If so, please state the depository’s procedures for this service. List all charges and relevant information about equipment, software, availability of funds and any supplies needed.

B. NCTCOG requires that a minimum collateral margin of 105% shall be maintained on all ledger balances, at all times Please provide a detailed description of the depository’s procedures for monitoring collateral margins. List all charges that apply.

C. List the maximum amount of collateral the bank would pledge to NCTCOG.

D. Does the depository offer any type of sweep account meeting the requirements of the Public Funds Investment Act and NCTCOG investment policy (Attachment 1) where excess NCTCOG funds could be invested at a higher rate than in the checking account? If so, please explain the parameters and interest earnings history and attach any applicable prospectus and summary of securities held.

E. Please provide a detailed explanation of the bank’s policy and methodology used in the setting of the earnings credit rate. Provide a schedule of the earnings credit rates offered by the depository since January 1, 2016. List minimum ledger and collected balances required to earn interest.

F. NCTCOG requires that all checks presented, that have not had stop payments placed on them, must be funded automatically. Please describe the depository’s overdraft policy in order to assure payment on these checks in the event that funding has not yet been credited.

G. NCTCOG frequently initiates, via terminal, time sensitive wire transfers that must be received by the beneficiary by a certain time of day. Please describe the daylight overdraft policy with respect to such transfers where the funding for the transfer has not yet been credited. What is the internal review and approval process for releasing such transfers? List deadlines for processing of wire transfers.

H. Does the depository have an established maximum dollar value limit that may not be exceeded by an individual check? List the number of maximum transactions that may occur in the accounts. Are there any other restrictions regarding individual check amounts?

I. NCTCOG requires the depository to offer positive pay as well as ACH debit block and filter services. Please describe procedures for these services. List all charges that apply.

J. Describe any other cash management or banking services that could be offered to NCTCOG. List all charges that apply.

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K. Does the bank have any significant problems noted by regulatory agencies in the past 24 months? If “yes”, please explain. Indicate the bank’s capital to assets and return on assets ratios for the last three years.

L. Please describe the process by which service problems can be resolved. What person or organizational unit is available for complaint or problem resolution?

M. Please list three other public funds customers in Texas that the bank currently serves as a depository.

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XII. GENERAL TERMS AND CONDITIONS A. NCTCOG is exempt from Texas limited sales, federal excise and use tax, nor does NCTCOG pay tax

on the purchase, rental or lease of tangible personal property for the organization’s use. A tax exemption certificate will be issued upon request.

B. NCTCOG reserves the right to accept or reject any and/or all proposals or to cancel this notice at any time.

C. A response to this Request for Proposal (RFP) does not commit NCTCOG to a purchase agreement or contract, or to pay any costs incurred in the preparation of such response.

D. Unless the proposer specifies in its proposal, the NCTCOG may award the contract for any items/services or group of items/services in the RFP and may increase or decrease the quantity specified.

E. NCTCOG reserves the right to hold and accept any proposal for a period of ninety (90) days after the response deadline.

F. NCTCOG reserves the right to negotiate the final terms of any and all purchase agreements with bidders selected and such agreements negotiated as a result of this RFP may be re-negotiated and/or amended in order to successfully meet the agency needs.

G. NCTCOG reserve the right to waive any defect in this procurement process or to make changes to this solicitation as it deems necessary. NCTCOG will provide notifications of such changes to all bidders recorded in the official record (Distribution Log/Receipts Record) as having received or requested an RFP.

H. NCTCOG reserve the right to contact any individual, agencies, or employers listed in a proposal, to contact others who may have experience and/or knowledge of the bidder's relevant performance and/or qualifications; and to request additional information from any and all proposers.

I. NCTCOG reserves the right to conduct a review of records, systems, procedures, etc., of any entity selected for funding. This may occur prior to, or subsequent to, the award of a purchase agreement. Misrepresentation of the proposer's ability to perform as stated in the proposals may result in cancellation of the purchase agreement award.

J. NCTCOG reserves the right to withdraw or reduce the amount of an award, or to cancel any contract resulting from this procurement if adequate funding is not available.

K. Proposers shall not, under penalty of law, offer or provide any gratuities, favors, or anything of monetary value to any officer, member, employee, or agent of NCTCOG for the purpose of, or having the effect of, influencing favorable disposition toward their own proposal or any other proposal submitted hereunder.

L. No employee, officer, or agent of NCTCOG shall participate in the selection, award, or administration of a contract if a conflict of interest, real or apparent, exists.

M. Proposers shall not engage in any activity that will restrict or eliminate competition. Violation of this provision may cause a proposer's bid to be rejected. This does not preclude joint ventures or subcontracts.

N. All proposals submitted must be an original work product of the proposers. The copying, paragraphing, or other use of substantial portions of the work product of others and submitted

NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS

REQUEST FOR PROPOSAL DEPOSITORY SERVICES

14

hereunder, as original work of the proposer is not permitted. Failure to adhere to this instruction may cause the proposal(s) to be rejected.

O. The only purpose of this RFP is to ensure uniform information in the selection of proposals and procurement of services. This RFP is not to be construed as a purchase agreement or contract, or as a commitment of any kind, nor does it commit the NCTCOG to pay for costs incurred prior to the execution of a formal contract unless such costs are specifically authorized in writing by NCTCOG.

P. The contents of a successful proposal may become a contractual obligation, if selected for award of a contract. Failure of the proposer to accept this obligation may result in cancellation of the award. No plea of error or mistake shall be available to successful proposer(s) as a basis for release of proposed services at stated price/cost. Any damages accruing to the NCTCOG as a result of the proposer's failure to contract may be recovered from the proposer.

Q. A contract with the selected provider may be withheld at sole discretion if issues of contract compliance or questioned/disallowed costs exist, until such issues are satisfactorily resolved. Award of contract may be withdrawn by NCTCOG if resolution is not satisfactory to NCTCOG.

R. Procurement Dispute Resolution Policy. NCTCOG is the responsible authority for handling complaints or protests regarding the proposal selection process. This includes, but is not limited to, disputes, claims, protests of award, source evaluation or other matters of a contractual nature. Matters concerning violation of law shall be referred to such authority, as may have proper jurisdiction. Once NCTCOG has agreed upon selection(s), all bidders will be notified in writing of the results. Any protest regarding this process must be filed with NCTCOG in accordance with the following procedure. NCTCOG would like to have the opportunity to resolve any dispute prior to the filing of an official complaint by the protester. The protester should contact NCTCOG’s Deputy Executive Director, at (817) 695-9121, P.O. Box 5888, Arlington, Texas 76005-5888, so that arrangements can be made for a conference between NCTCOG and the protester. Copies of the appeal process will be made available to the protester.

S. At all times during the term of this contract, the contractor shall procure, pay for, and maintain, with approved insurance carriers, the minimum insurance requirements set forth below, and shall require all contractors and sub-subcontractors performing work for which the same liabilities may apply under this contract to do likewise. The contractor may cause the insurance to be effected in whole or in part by the contractors or sub-subcontractors under their contracts. NCTCOG reserves the right to waive or modify insurance requirements at its sole discretion. 1. Workers’ Compensation: Statutory limits and employer’s liability of not less than $100,000 for

each accident. 2. Commercial General Liability:

a. Minimum Required Limits: $1,000,000 per occurrence; $1,000,000 General Aggregate

b. Commercial General Liability policy shall include: (i) Coverage A: Bodily injury and property damage; (ii) Coverage B: Personal and Advertising Injury liability; (iii)Coverage C: Medical Payments (iv) Products: Completed Operations (v) Fire Legal Liability

NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS

REQUEST FOR PROPOSAL DEPOSITORY SERVICES

15

c. Policy coverage must be on an “occurrence” basis using CGL forms as approved by the Texas State Board of Insurance

d. Attachment of Endorsement CG 20 10 - additional insured e. All other endorsements shall require prior approval by the NCTCOG.

3. Comprehensive Automobile/Truck Liability: Coverage shall be provided for all owned, hired and non-owned vehicles. Minimum required Limit: $500,000 combined single limit.

4. Professional Liability: a. Minimum Required Limits:

$1,000,000 Each Claim $1,000,000 Policy Aggregate

T. Contractor covenants and agrees to indemnify and hold harmless and defend NCTCOG, its officers and employees, from and against any and all suits or claims for damages or injuries, including death, to persons or property, whether real or asserted, arising out of any negligent act or omission on the part of the contractor, its officers, agents, servants, employees, or subcontractors, and the contractor does hereby assume all liability for injuries, claims or suits for damages to persons, property, or whatever kind of character, whether real or asserted, occurring during or arising out of the performance of a contract as a result of any negligent act or omission on the part of the contractor, its officers, agents, servants, employees, or subcontractors to the extent permitted by law.

U. A force majeure event shall be defined to include governmental decrees or restraints, acts of God (except that rain, wind, flood or other natural phenomena normally expected for the locality, shall not be construed as an act of God), work stoppages due to labor disputes or strikes, fires, explosions, epidemics, riots, war, rebellion, and sabotage. If a delay or failure of performance by either party to this contract results from the occurrence of a force majeure event, the delay shall be excused and the time fixed for completion of the work extended by a period equivalent to the time lost because of the event, if and to the extent that: 1. The delay or failure was beyond the control of the party affected and not due to its fault or

negligence; and 2. The delay or failure was not extended because of the affected party’s failure to use all diligence

to overcome the obstacle or to resume performance immediately after the obstacle was overcome. If the failure to perform is caused by the failure of a subcontractor of the Provider to perform, and if such failure was beyond the control of both the Provider and the subcontractor, without their fault or negligence, the Provider shall not be deemed to be in default unless the subcontracted supplies or services were reasonably obtainable from other sources.

3. No time extension shall be granted under this paragraph unless the party seeking relief has notified the other in writing within a reasonable time after commencement of the event, of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay and the timetable by which the Provider intends to implement these measures. The party seeking relief shall also give written notice of the ending of the event within a reasonable time after the event has ended. NCTCOG shall be responsible for costs related to a force majeure event, only if the Provider incurs them after prior written authorization by NCTCOG. Neither NCTCOG nor the Provider shall have, and both hereby waive, any claim whatsoever for any damages resulting from delays caused by force majeure events.

NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS

REQUEST FOR PROPOSAL DEPOSITORY SERVICES

16

XIII. ADDITIONAL REQUIREMENTS Please include signed copies of the documents contained in Section XIII (if applicable).

A. Certifications of Offeror B. Certification Regarding Debarment, Suspension, and Other Responsibility Matters C. Certification Regarding Lobbying D. Drug-Free Workplace Certification E. Certification Regarding Disclosure of Conflict of Interest F. Certification of Fair Business Practices G. Certification of Good Standing- Texas Corporate Franchise Certification H. Historically Underutilized Businesses, Minority, or Women-Owned or Disadvantages Business

Enterprises I. Texas Public Funds Investment Act Certification J. House Bill 89 Certification

17

CERTIFICATIONS OF OFFEROR I hereby certify that the information contained in this proposal and any attachments is true and correct and may be viewed as an accurate representation of proposed services to be provided by this organization. I certify that no employee, board member, or agent of the North Central Texas Council of Governments has assisted in the preparation of this proposal. I acknowledge that I have read and understand the requirements and provisions of the Request for Proposal and that the organization will comply with the regulations and other applicable local, state, and federal regulations and directives in the implementation of this agreement. I also certify that I have read and understood all sections of this Request for Proposals and will comply with all the terms and conditions as stated; and furthermore that I, (typed or printed name) certify that I am the __________________________ (title) of the corporation, partnership, or sole proprietorship, or other eligible entity named as Offeror and Respondent herein and that I am legally authorized to sign this offer and to submit it to the North Central Texas Council of Governments, on behalf of said Offeror by authority of its governing body. Name of Organization/Firm: _________________________________________________________ Signature of Authorized Representative: ___________________________________________ _

Date:

18

CERTIFICATION REGARDING DEBAREMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS

This certification is required by the Federal Regulations Implementing Executive Order 12549, Debarment and Suspension, 45 CFR Part 93, Government-wide Debarment and Suspension, for the Department of Agriculture (7 CFR Part 3017), Department of Labor (29 CFR Part 98), Department of Education (34 CFR Parts 85, 668, 682), Department of Health and Human Services (45 CFR Part 76). The undersigned certifies, to the best of his or her knowledge and belief, that both it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency;

2. Have not within a three-year period preceding this contract been convicted of or had a civil

judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or Local) transaction or contract under a public transaction, violation of federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicated for or otherwise criminally or civilly charged by a government

entity with commission of any of the offense enumerated in Paragraph (2) of this certification; and,

4. Have not within a three-year period preceding this contract had one or more public

transactions terminated for cause or default. Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective recipient shall attach an explanation to this certification form. Name of Organization/Firm: _________________________________________________________ Signature of Authorized Representative: ___________________________________________ _ Date:

19

CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his or her knowledge or belief, that:

1. No federal appropriated funds have been paid or will be paid to any person for influencing or

attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an officer or employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification or any federal contract, grant, loan, or cooperative agreement; and

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, and or cooperative agreement, the undersigned shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with the instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers and that all sub-recipients shall certify accordingly.

Name of Organization/Firm: _________________________________________________________ Signature of Authorized Representative: ___________________________________________ _ Date:

20

DRUG-FREE WORKPLACE CERTIFICATION The (company name) will provide a Drug Free Work Place in compliance with the Drug Free Work Place Act of 1988. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited on the premises of the (company name) or any of its facilities. Any employee who violates this prohibition will be subject to disciplinary action up to and including termination. All employees, as a condition of employment, will comply with this policy. CERTIFICATION REGARDING DRUG-FREE WORKPLACE This certification is required by the Federal Regulations Implementing Sections 5151-5160 of the Drug-Free Workplace Act, 41 U.S.C. 701, for the Department of Agriculture (7 CFR Part 3017), Department of Labor (29 CFR Part 98), Department of Education (34 CFR Parts 85, 668 and 682), Department of Health and Human Services (45 CFR Part 76).

The undersigned subcontractor certifies it will provide a drug-free workplace by: Publishing a policy statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the consequences of any such action by an employee; Establishing an ongoing drug-free awareness program to inform employees of the dangers of drug abuse in the workplace, the subcontractor’s policy of maintaining a drug-free workplace, the availability of counseling, rehabilitation and employee assistance programs, and the penalties that may be imposed on employees for drug violations in the workplace; Providing each employee with a copy of the subcontractor’s policy statement; Notifying the employees in the subcontractor’s policy statement that as a condition of employment under this subcontract, employees shall abide by the terms of the policy statement and notifying the subcontractor in writing within five days after any conviction for a violation by the employee of a criminal drug abuse statue in the workplace; Notifying the Board within ten (10) days of the subcontractor’s receipt of a notice of a conviction of any employee; and, Taking appropriate personnel action against an employee convicted of violating a criminal drug statue or requires such employee to participate in a drug abuse assistance or rehabilitation program. Name of Organization/Firm: Signature of Authorized Representative: Date:

21

CERTIFICATION REGARDING DISCLOSURE OF CONFLICT OF INTEREST The undersigned certifies that, to the best of his or her knowledge or belief, that: “No employee of the Contractor, no member of the Contractor’s governing board or body, and no person who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this Contract shall participate in any decision relating to this contract which affects his/her personal pecuniary interest. Executives and employees of Contractor shall be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering the Contract, shall exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for the Contractor to conduct business with a friend or associate of an executive or employee of the Contractor, an elected official in the area or a member of the North Central Texas Council of Governments, a permanent record of the transaction shall be retained. Any executive or employee of the Contractor, an elected official in the area or a member of the NCTCOG, shall not solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by Contractor or Department. Supplies, tools, materials, equipment or services purchased with Contract funds shall be used solely for purposes allowed under this Contract. No member of the NCTCOG shall cast a vote on the provision of services by that member (or any organization which that member represents) or vote on any matter which would provide a direct or indirect financial benefit to the member or any business or organization which the member directly represents”. No officer, employee or paid consultant of the Contractor is a member of the NCTCOG. No officer, manager or paid consultant of the Contractor is married to a member of the NCTCOG. No member of NCTCOG directly owns, controls or has interest in the Contractor. The Contractor has disclosed any interest, fact, or circumstance that does or may present a potential conflict of interest. No member of the NCTCOG receives compensation from the Contractor for lobbying activities as defined in Chapter 305 of the Texas Government Code. Should the Contractor fail to abide by the foregoing covenants and affirmations regarding conflict of interest, the Contractor shall not be entitled to the recovery of any costs or expenses incurred in relation to the contract and shall immediately refund to the North Central Texas Council of Governments any fees or expenses that may have been paid under this contract and shall further be liable for any other costs incurred or damages sustained by the NCTCOG as it relates to this contract.

Name of Organization/Firm:

Signature of Authorized Representative: Date:

22

CERTIFICATION OF FAIR BUSINESS PRACTICES That the proposer has not been found guilty of unfair business practices in a judicial or state agency administrative proceeding during the preceding year. The proposer further affirms that no officer of the proposer has served as an officer of any company found guilty of unfair business practices in a judicial or state agency administrative during the preceding year. Name of Organization/Firm: Signature of Authorized Representative: Date:

23

CERTIFICATION OF GOOD STANDING TEXAS CORPORATE FRANCHISE TAX CERTIFICATION

Pursuant to Article 2.45, Texas Business Corporation Act, state agencies may not contract with for profit corporations that are delinquent in making state franchise tax payments. The following certification that the corporation entering into this offer is current in its franchise taxes must be signed by the individual authorized on Form 2031, Corporate Board of Directors Resolution, to sign the contract for the corporation. The undersigned authorized representative of the corporation making the offer herein certified that the following indicated statement is true and correct and that the undersigned understands that making a false statement is a material breach of contract and is grounds for contract cancellation. Indicate the certification that applies to your corporation: _____________ The Corporation is a for-profit corporation and certifies that it is not delinquent

in its franchise tax payments to the State of Texas. _____________ The Corporation is a non-profit corporation or is otherwise not subject to

payment of franchise taxes to the State of Texas. Type of Business (if not corporation): Sole Proprietor

Partnership

Other I.R.S.Tax Number: __________________________________________ __________________________________________________________ (Printed/Typed Name and Title of Authorized Representative) __________________________________________________________ Signature Date:

24

HISTORICALLY UNDERUTILIZED BUSINESSES, MINORITY OR WOMEN-OWNED OR DISADVANTAGED BUSINESS ENTERPRISES

Historically Underutilized Businesses (HUBs), minority or women-owned or disadvantaged businesses enterprises (M/W/DBE) are encouraged to participate in the RFQ process. Representatives from HUB companies should identify themselves and submit a copy of their Certification. NCTCOG recognizes the certifications of both the State of Texas Program and the North Central Texas Regional Certification Agency. Companies seeking information concerning HUB certification are urged to contact:

State of Texas HUB Program Texas Comptroller of Public Accounts Lyndon B. Johnson State Office Building 111 East 17th Street Austin, Texas 78774 (512) 463-6958 http://www.window.state.tx.us/procurement/prog/hub/

Local businesses seeking M/W/DBE certification should contact: North Central Texas Regional Certification Agency 624 Six Flags Drive, Suite 100 Arlington, TX 76011 (817) 640-0606 http://www.nctrca.org/certification.html Proposer must include a copy of its minority certification documentation as part of this RFQ. If your company is already certified, attach a copy of your certification to this form and return with your proposal. Indicate all that apply:

______Minority-Owned Business Enterprise ______Women-Owned Business Enterprise ______Disadvantaged Business Enterprise

ATTEST TO Attachments of Certification: _____________________________ Authorized Signature _____________________________ ________________________________ Typed Name Date Subscribed and sworn to before me this _______day of ________________ (month), 20__ in ______________________(city), ____________(county), ___________(state). ________________________________ SEAL Notary Public in and for ________________________(County), State of _________________ Commission expires: ________

25

TEXAS PUBLIC FUNDS INVESTMENT ACT CERTIFICATION BY BUSINESS ORGANIZATION

This certification is executed on behalf of the North Central Texas Council of Governments (the Investor) and (the Business Organization) pursuant to the Public Funds Investment Act, Chapter 2256, Government Code, Texas Codes Annotated (the Act) in connection with investment transactions conducted between the Investor and Dealer. The undersigned Qualified Representative of the Business Organization hereby certifies on behalf of the Organization that: 1. The Organization Qualified Representative is duly authorized to execute this Certification on behalf of

the Organization, and

2. The Organization Qualified Representative has received and reviewed the Investment Policy furnished by the Investor, and

3. The Organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the Organization and the Investor that are not authorized by the entity's investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of the entity's entire portfolio or requires an interpretation of subjective investment standards.

Qualified Representative of Business Organization

___________________________________________________ Signature ___________________________________________________ Name (Printed) ___________________________________________________ Title ___________________________________________________ Date

26

ATTACHMENT VIX:

NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS

House Bill 89 Certification I, _____________________________________ (name), the undersigned representative of ________________________________________________ (Company or Business name), hereafter referred to as Company, being an adult over the age of eighteen (18) years of age, certify that the Company named above, under the provisions of Subtitle F, title 10, Government Code Chapter 2270:

1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract.

Pursuant to Section 2270.001, Texas Government Code:

1. “Boycott Israel” means refusing to deal with, terminating business activities with, or

otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and

2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.

DATE SIGNATURE OF COMPANY REPRESENTATIVE

Attachment 1

27

ACCOUNT BALANCES CONSOLIDATED

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

7/3/2017 1,512,022.37

1,501,394.62

9,033.59

1,594.16

43,104.94

716,739.22

7/5/2017 1,576,923.37

1,575,329.21

1,594.16

-

96,299.42

31,398.42

7/6/2017 1,535,648.05

1,535,648.05

-

-

774.80

42,050.12

7/7/2017 1,551,284.44

1,534,107.85

14,600.10

2,576.49

1,509,952.19

1,494,315.80

7/10/2017 1,310,039.28

1,307,462.79

2,576.49

-

400,086.91

641,332.07

7/11/2017 2,277,653.08

2,189,652.67

74,800.36

13,200.05

1,000,500.26

32,886.46

7/12/2017 2,229,958.78

2,213,597.45

15,887.13

474.20

4,002.50

51,696.80

7/13/2017 2,438,495.99

2,438,021.79

474.20

-

235,656.72

27,119.51

7/14/2017 1,267,435.38

1,180,399.91

73,980.15

13,055.32

107,151.53

1,278,212.14

7/17/2017 946,374.84

933,319.52

13,055.32

-

59,258.15

380,318.69

7/18/2017 894,040.12

894,040.12

-

-

111,576.85

163,911.57

7/19/2017 1,912,760.30

742,224.83

994,955.15

175,580.32

1,227,895.99

209,175.81

7/20/2017 3,017,102.38

2,841,522.06

175,580.32

-

1,689,197.62

584,855.54

7/21/2017 1,554,817.86

1,554,817.86

-

-

68,047.85

1,530,332.37

7/24/2017 1,691,209.22

1,691,209.22

-

-

1,498,491.68

1,362,100.32

7/25/2017 2,111,513.38

2,088,549.89

19,518.97

3,444.52

749,630.49

329,326.33

7/26/2017 2,046,994.41

2,043,549.89

3,444.52

-

1,406.84

65,925.81

7/27/2017 2,028,677.32

2,028,677.32

-

-

3,440.87

21,757.96

7/28/2017 501,143.26

410,465.39

77,076.19

13,601.68

114,114.91

1,641,648.97

7/31/2017 1,029,951.37

1,016,349.69

13,601.68

-

1,410,959.19

882,151.08

8/1/2017 1,285,480.73

1,285,480.73

-

-

331,243.66

75,714.30

Attachment 1

28

ACCOUNT BALANCES CONSOLIDATED

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

8/2/2017 1,409,879.93

1,325,645.94

71,598.90

12,635.09

137,694.16

13,294.96

8/3/2017 3,114,760.52

2,971,297.18

123,839.12

19,624.22

1,734,667.21

29,786.62

8/4/2017 1,728,421.87

1,706,247.91

21,791.49

382.47

96,062.79

1,482,401.44

8/7/2017 2,170,979.32

2,170,596.85

382.47

-

786,324.20

343,766.75

8/8/2017 2,094,983.10

2,094,983.10

-

-

22,292.91

98,289.13

8/9/2017 2,288,902.55

2,288,902.55

-

-

234,919.35

40,999.90

8/10/2017 2,219,705.50

2,219,705.50

-

-

2,034.80

71,231.85

8/11/2017 1,238,850.38

823,910.44

352,698.96

62,240.98

595,222.24

1,576,077.36

8/14/2017 1,097,033.51

1,034,792.53

62,240.98

-

325,165.04

466,981.91

8/15/2017 673,605.94

581,650.11

78,162.46

13,793.37

202,998.91

626,426.48

8/16/2017 545,876.24

532,082.87

13,793.37

-

1,304.64

129,034.34

8/17/2017 2,483,742.72

2,483,742.72

-

-

1,959,328.90

21,462.42

8/18/2017 1,949,039.57

1,949,039.57

-

-

1,022,422.83

1,557,125.98

8/21/2017 1,645,867.57

1,645,867.57

-

-

943,170.64

1,246,342.64

8/22/2017 1,096,208.32

979,537.18

99,170.47

17,500.67

368,592.52

918,251.77

8/23/2017 1,765,332.38

1,733,945.10

29,304.29

2,082.99

712,938.78

43,814.72

8/24/2017 1,852,402.29

1,850,319.30

2,082.99

-

127,205.20

40,135.29

8/25/2017 1,684,522.29

1,471,351.56

181,195.12

31,975.61

1,154,294.90

1,322,174.90

8/28/2017 1,000,830.23

968,854.62

31,975.61

-

145,668.16

829,360.22

8/29/2017 1,488,118.83

952,164.13

455,561.49

80,393.21

563,904.23

76,615.63

8/30/2017 1,515,783.63

1,435,390.42

80,393.21

-

190,067.31

162,402.51

Attachment 1

29

ACCOUNT BALANCES CONSOLIDATED

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

8/31/2017 2,192,444.45

2,192,444.45

-

-

1,711,489.08

1,034,828.26

9/1/2017 2,424,974.35

2,424,974.35

-

-

1,809,191.28

1,576,661.38

9/5/2017 1,588,568.90

1,588,568.90

-

-

126,531.72

962,937.17

9/6/2017 1,247,053.30

1,085,178.40

137,593.66

24,281.24

162,017.78

503,533.38

9/7/2017 1,205,601.44

1,181,320.20

24,281.24

-

1,076.28

42,528.14

9/8/2017 1,353,279.83

1,353,279.83

-

-

1,501,224.84

1,353,546.45

9/11/2017 816,159.60

816,159.60

-

-

144,150.29

681,270.52

9/12/2017 875,304.49

- 8,303,456.21

7,801,946.60

1,376,814.10

9,182,218.66

9,123,073.77

9/13/2017 1,338,309.22

- 38,504.88

1,376,814.10

-

482,252.28

19,247.55

9/14/2017 2,981,471.45

2,981,471.45

-

-

2,133,756.23

490,594.00

9/15/2017 1,551,968.18

1,551,968.18

-

-

94,593.65

1,524,096.92

9/18/2017 646,503.18

646,503.18

-

-

268,027.27

1,173,492.27

9/19/2017 506,734.93

506,734.93

-

-

81,080.34

220,848.59

9/20/2017 2,538,402.77

2,538,402.77

-

-

2,121,332.16

89,664.32

9/21/2017 3,343,280.45

3,257,252.83

73,123.48

12,904.14

1,072,197.27

267,319.59

9/22/2017 2,555,374.13

2,542,469.99

12,904.14

-

204,588.99

992,495.31

9/25/2017 1,170,522.49

1,086,389.49

71,513.05

12,619.95

363,452.08

1,748,303.72

9/26/2017 1,624,876.56

1,612,256.61

12,619.95

-

3,085,389.58

2,631,035.51

9/27/2017 1,577,412.49

1,577,412.49

-

-

111,844.32

159,308.39

9/28/2017 2,894,480.66

2,894,480.66

-

-

1,340,862.81

23,794.64

9/29/2017 1,602,523.75

1,602,523.75

-

-

67,418.91

1,359,375.82

Attachment 1

30

ACCOUNT BALANCES CONSOLIDATED

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

10/2/2017 1,318,058.68

1,223,207.25

80,623.72

14,227.71

179,634.78

464,099.85

10/3/2017 1,822,508.33

1,723,763.85

86,066.99

12,677.49

640,422.61

135,972.96

10/4/2017 1,760,819.46

1,748,141.97

12,677.49

-

848.12

62,536.99

10/5/2017 1,686,207.78

1,686,207.78

-

-

2,814.76

77,426.44

10/6/2017 679,943.44

679,943.44

-

-

137,171.22

1,143,435.56

10/10/2017 715,481.08

715,481.08

-

-

1,213,807.14

1,178,269.50

10/11/2017 720,306.50

598,482.79

103,550.16

18,273.55

435,253.15

430,427.73

10/12/2017 725,602.97

707,329.42

18,273.55

-

44,016.62

38,720.15

10/13/2017 766,788.04

739,880.02

22,871.82

4,036.20

1,462,554.41

1,421,369.34

10/16/2017 2,195,618.85

1,971,691.65

190,943.55

32,983.65

1,805,734.66

376,903.85

10/17/2017 2,098,685.80

2,065,702.15

32,983.65

-

73,393.34

170,326.39

10/18/2017 2,244,355.71

2,244,355.71

-

-

234,328.84

88,658.93

10/19/2017 3,293,750.96

3,270,436.72

19,817.10

3,497.14

1,064,735.74

15,340.49

10/20/2017 2,193,747.55

2,190,250.41

3,497.14

-

79,131.39

1,179,134.80

10/23/2017 1,638,518.77

1,619,529.44

16,140.93

2,848.40

972,763.97

1,527,992.75

10/24/2017 1,136,824.76

1,133,976.36

2,848.40

-

56,014.29

557,708.30

10/25/2017 1,060,387.82

1,060,387.82

-

-

476.84

76,913.78

10/26/2017 2,415,950.27

2,375,741.39

34,177.55

6,031.33

1,431,557.77

75,995.32

10/27/2017 1,699,752.68

1,693,721.35

6,031.33

-

696,974.34

1,413,171.93

10/30/2017 606,285.20

606,285.20

-

-

1,301,172.05

2,394,639.53

10/31/2017 826,376.85

639,384.20

158,943.75

28,048.90

220,091.65

-

Attachment 1

31

ACCOUNT BALANCES CONSOLIDATED

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

11/1/2017 648,911.11

620,862.21

28,048.90

-

1,028,328.43

1,205,794.17

11/2/2017 749,232.29

674,375.71

63,628.09

11,228.49

164,116.49

63,795.31

11/3/2017 2,487,319.28

2,476,090.79

11,228.49

-

2,873,223.92

1,135,136.93

11/6/2017 1,696,500.23

1,696,500.23

-

-

565,637.14

1,356,456.19

11/7/2017 202,157.46

47,213.47

131,702.39

23,241.60

1,178,395.92

2,672,738.69

11/8/2017 174,311.57

151,069.97

23,241.60

-

26,152.29

53,998.18

11/9/2017 2,336,894.62

2,336,894.62

-

-

2,184,883.15

22,300.10

11/10/2017 902,235.14

902,235.14

-

-

92,877.12

1,527,536.60

11/13/2017 1,060,249.67

1,060,249.67

-

-

1,907,547.00

1,749,532.47

11/14/2017 2,015,780.46

1,908,854.22

90,887.30

16,038.94

1,026,912.20

71,381.41

11/15/2017 1,611,234.88

1,595,195.94

16,038.94

-

75.60

404,621.18

11/16/2017 2,758,478.43

2,301,149.32

388,729.75

68,599.36

1,253,245.15

106,001.60

11/17/2017 1,969,067.67

1,900,468.31

68,599.36

-

457,304.73

1,246,715.49

11/20/2017 1,290,265.20

1,166,641.35

105,080.27

18,543.58

175,031.51

853,833.98

11/21/2017 1,272,127.83

1,174,498.25

85,766.68

11,862.90

85,330.95

103,468.32

11/22/2017 3,050,216.68

3,038,353.78

11,862.90

-

2,790,124.10

1,012,035.25

11/24/2017 1,600,281.58

1,600,281.58

-

-

60,158.80

1,510,093.90

11/27/2017 483,123.34

408,264.26

63,630.22

11,228.86

77,176.08

1,194,334.32

11/28/2017 776,855.36

765,626.50

11,228.86

-

350,918.45

57,186.43

11/29/2017 737,141.93

737,141.93

-

-

2,268.40

41,981.83

11/30/2017 711,424.24

711,424.24

-

-

20,960.02

46,677.71

Attachment 1

32

ACCOUNT BALANCES CONSOLIDATED

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

12/1/2017 299,402.38

299,402.38

-

-

713,177.94

1,125,199.80

12/4/2017 483,836.15

483,836.15

-

-

816,470.45

632,036.68

12/5/2017 370,156.36

370,156.36

-

-

2,596.23

116,276.02

12/6/2017 474,821.58

339,369.71

115,134.10

20,317.77

136,838.31

32,173.09

12/7/2017 2,734,921.44

2,343,836.60

335,469.78

55,615.06

2,308,299.81

48,199.95

12/8/2017 1,310,349.39

1,218,845.92

86,120.21

5,383.26

62,324.95

1,486,897.00

12/11/2017 1,880,767.27

1,836,943.02

38,058.10

5,766.15

718,276.19

147,858.31

12/12/2017 1,840,677.56

1,834,911.41

5,766.15

-

1,893.32

41,983.03

12/13/2017 1,838,761.79

1,838,761.79

-

-

27,587.89

29,503.66

12/14/2017 2,205,208.45

2,009,238.59

166,574.39

29,395.47

450,361.26

83,914.60

12/15/2017 1,712,059.71

1,682,664.24

29,395.47

-

873,593.79

1,366,742.53

12/18/2017 1,889,078.64

1,804,007.39

72,310.58

12,760.67

518,121.80

341,102.87

12/19/2017 2,009,367.00

1,909,920.21

86,443.87

13,002.92

172,568.22

52,279.86

12/20/2017 1,640,209.90

1,627,206.98

13,002.92

-

13,926.31

383,083.41

12/21/2017 1,628,502.19

1,628,502.19

-

-

5,913.62

17,621.33

12/22/2017 2,648,800.26

2,648,800.26

-

-

2,477,977.42

1,457,679.35

12/26/2017 1,846,677.43

1,846,677.43

-

-

188,403.46

990,526.29

12/27/2017 1,836,620.40

1,836,620.40

-

-

-

10,057.03

12/28/2017 1,862,980.09

1,703,678.56

135,406.31

23,895.22

161,176.72

134,817.03

12/29/2017 756,828.42

732,933.20

23,895.22

-

108,426.52

1,214,578.19

Attachment 1

33

ACCOUNT BALANCES OPERATING

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

7/3/2017 -

-

-

-

554,056.42

554,056.42

7/5/2017 -

-

-

-

23,759.07

23,759.07

7/6/2017 -

-

-

-

40,830.30

40,830.30

7/7/2017 -

-

-

-

1,494,315.80

1,494,315.80

7/10/2017 -

-

-

-

641,332.07

641,332.07

7/11/2017 -

-

-

-

32,886.46

32,886.46

7/12/2017 -

-

-

-

50,271.80

50,271.80

7/13/2017 -

-

-

-

26,477.51

26,477.51

7/14/2017 -

-

-

-

152,316.30

152,316.30

7/17/2017 -

-

-

-

231,539.34

231,539.34

7/18/2017 -

-

-

-

162,761.63

162,761.63

7/19/2017 -

-

-

-

206,653.54

206,653.54

7/20/2017 -

-

-

-

84,855.54

84,855.54

7/21/2017 -

-

-

-

1,529,187.11

1,529,187.11

7/24/2017 -

-

-

-

1,361,905.32

1,361,905.32

7/25/2017 -

-

-

-

329,326.33

329,326.33

7/26/2017 -

-

-

-

65,925.81

65,925.81

7/27/2017 -

-

-

-

21,672.96

21,672.96

7/28/2017 -

-

-

-

549,899.05

549,899.05

7/31/2017 -

-

-

-

730,463.33

730,463.33

8/1/2017 -

-

-

-

74,882.30

74,882.30

Attachment 1

34

ACCOUNT BALANCES OPERATING

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

8/2/2017 -

-

-

-

13,294.96

13,294.96

8/3/2017 -

-

-

-

28,102.50

28,102.50

8/4/2017 -

-

-

-

1,482,401.44

1,482,401.44

8/7/2017 -

-

-

-

342,338.22

342,338.22

8/8/2017 -

-

-

-

98,289.13

98,289.13

8/9/2017 -

-

-

-

40,999.90

40,999.90

8/10/2017 -

-

-

-

70,809.85

70,809.85

8/11/2017 -

-

-

-

460,371.02

460,371.02

8/14/2017 -

-

-

-

312,862.86

312,862.86

8/15/2017 -

-

-

-

626,426.48

626,426.48

8/16/2017 -

-

-

-

39,638.60

39,638.60

8/17/2017 -

-

-

-

20,442.69

20,442.69

8/18/2017 -

-

-

-

1,556,650.98

1,556,650.98

8/21/2017 -

-

-

-

1,244,090.54

1,244,090.54

8/22/2017 -

-

-

-

918,251.77

918,251.77

8/23/2017 -

-

-

-

41,273.75

41,273.75

8/24/2017 -

-

-

-

40,135.29

40,135.29

8/25/2017 -

-

-

-

293,404.17

293,404.17

8/28/2017 -

-

-

-

679,059.18

679,059.18

8/29/2017 -

-

-

-

76,615.63

76,615.63

8/30/2017 -

-

-

-

162,402.51

162,402.51

Attachment 1

35

ACCOUNT BALANCES OPERATING

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

8/31/2017 -

-

-

-

34,828.26

34,828.26

9/1/2017 -

-

-

-

1,576,511.38

1,576,511.38

9/5/2017 -

-

-

-

961,212.26

961,212.26

9/6/2017 -

-

-

-

505,216.55

505,216.55

9/7/2017 -

-

-

-

42,528.14

42,528.14

9/8/2017 -

-

-

-

175,766.65

175,766.65

9/11/2017 -

-

-

-

526,181.25

526,181.25

9/12/2017 -

-

-

-

95,981.75

95,981.75

9/13/2017 -

-

-

-

19,247.55

19,247.55

9/14/2017 -

-

-

-

380,285.43

380,285.43

9/15/2017 -

-

-

-

1,524,096.92

1,524,096.92

9/18/2017 -

-

-

-

1,170,074.03

1,170,074.03

9/19/2017 -

-

-

-

220,848.59

220,848.59

9/20/2017 -

-

-

-

89,664.32

89,664.32

9/21/2017 -

-

-

-

41,203.76

41,203.76

9/22/2017 -

-

-

-

83,342.98

83,342.98

9/25/2017 -

-

-

-

1,596,390.67

1,596,390.67

9/26/2017 -

-

-

-

131,035.51

131,035.51

9/27/2017 -

-

-

-

158,505.53

158,505.53

9/28/2017 -

-

-

-

23,129.66

23,129.66

9/29/2017 -

-

-

-

1,356,775.06

1,356,775.06

Attachment 1

36

ACCOUNT BALANCES OPERATING

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

10/2/2017 -

-

-

-

464,088.01

464,088.01

10/3/2017 -

-

-

-

135,101.95

135,101.95

10/4/2017 -

-

-

-

62,536.99

62,536.99

10/5/2017 -

-

-

-

77,277.61

77,277.61

10/6/2017 -

-

-

-

32,626.55

32,626.55

10/10/2017 -

-

-

-

1,009,433.26

1,009,433.26

10/11/2017 -

-

-

-

430,427.73

430,427.73

10/12/2017 -

-

-

-

38,298.15

38,298.15

10/13/2017 -

-

-

-

1,419,662.52

1,419,662.52

10/16/2017 -

-

-

-

303,565.52

303,565.52

10/17/2017 -

-

-

-

169,618.06

169,618.06

10/18/2017 -

-

-

-

87,918.93

87,918.93

10/19/2017 -

-

-

-

15,340.49

15,340.49

10/20/2017 -

-

-

-

45,093.92

45,093.92

10/23/2017 -

-

-

-

1,377,521.34

1,377,521.34

10/24/2017 -

-

-

-

557,208.30

557,208.30

10/25/2017 -

-

-

-

73,441.69

73,441.69

10/26/2017 -

-

-

-

75,995.32

75,995.32

10/27/2017 -

-

-

-

1,410,162.97

1,410,162.97

10/30/2017 -

-

-

-

2,391,884.70

2,391,884.70

10/31/2017 -

-

-

-

1,149,758.54

1,149,758.54

Attachment 1

37

ACCOUNT BALANCES OPERATING

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

11/1/2017 -

-

-

-

56,035.63

56,035.63

11/2/2017 -

-

-

-

63,795.31

63,795.31

11/3/2017 -

-

-

-

22,254.66

22,254.66

11/6/2017 -

-

-

-

1,207,127.05

1,207,127.05

11/7/2017 -

-

-

-

2,671,069.39

2,671,069.39

11/8/2017 -

-

-

-

53,998.18

53,998.18

11/9/2017 -

-

-

-

22,300.10

22,300.10

11/10/2017 -

-

-

-

1,527,536.60

1,527,536.60

11/13/2017 -

-

-

-

1,749,532.47

1,749,532.47

11/14/2017 -

-

-

-

71,381.41

71,381.41

11/15/2017 -

-

-

-

317,909.74

317,909.74

11/16/2017 -

-

-

-

106,001.60

106,001.60

11/17/2017 -

-

-

-

15,785.18

15,785.18

11/20/2017 -

-

-

-

702,104.78

702,104.78

11/21/2017 -

-

-

-

97,944.83

97,944.83

11/22/2017 -

-

-

-

12,035.25

12,035.25

11/24/2017 -

-

-

-

1,509,457.42

1,509,457.42

11/27/2017 -

-

-

-

1,194,334.32

1,194,334.32

11/28/2017 -

-

-

-

57,613.90

57,613.90

11/29/2017 -

-

-

-

41,981.83

41,981.83

11/30/2017 -

-

-

-

46,578.71

46,578.71

Attachment 1

38

ACCOUNT BALANCES OPERATING

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

12/1/2017 -

-

-

-

31,523.79

31,523.79

12/4/2017 -

-

-

-

483,077.95

483,077.95

12/5/2017 -

-

-

-

114,831.26

114,831.26

12/6/2017 -

-

-

-

32,042.74

32,042.74

12/7/2017 -

-

-

-

47,586.75

47,586.75

12/8/2017 -

-

-

-

1,486,897.00

1,486,897.00

12/11/2017 -

-

-

-

147,858.31

147,858.31

12/12/2017 -

-

-

-

45,292.61

45,292.61

12/13/2017 -

-

-

-

29,503.66

29,503.66

12/14/2017 -

-

-

-

8,757.69

8,757.69

12/15/2017 -

-

-

-

231,982.92

231,982.92

12/18/2017 -

-

-

-

189,766.49

189,766.49

12/19/2017 -

-

-

-

51,507.75

51,507.75

12/20/2017 -

-

-

-

373,583.41

373,583.41

12/21/2017 -

-

-

-

12,041.68

12,041.68

12/22/2017 -

-

-

-

1,457,679.35

1,457,679.35

12/26/2017 -

-

-

-

990,526.29

990,526.29

12/27/2017 -

-

-

-

10,057.03

10,057.03

12/28/2017 -

-

-

-

134,817.03

134,817.03

12/29/2017 -

-

-

-

31,484.30

31,484.30

Attachment 1

39

ACCOUNT BALANCES PAYROLL

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

7/3/2017 -

-

-

-

5,306.49

5,306.49

7/5/2017 -

-

-

-

6,541.11

6,541.11

7/6/2017 -

-

-

-

1,219.82

1,219.82

7/7/2017 -

-

-

-

-

-

7/10/2017 -

-

-

-

-

-

7/11/2017 -

-

-

-

-

-

7/12/2017 -

-

-

-

-

-

7/13/2017 -

-

-

-

-

-

7/14/2017 -

-

-

-

684,295.92

684,295.92

7/17/2017 -

-

-

-

3,117.74

3,117.74

7/18/2017 -

-

-

-

388.55

388.55

7/19/2017 -

-

-

-

2,522.27

2,522.27

7/20/2017 -

-

-

-

-

-

7/21/2017 -

-

-

-

-

-

7/24/2017 -

-

-

-

-

-

7/25/2017 -

-

-

-

-

-

7/26/2017 -

-

-

-

-

-

7/27/2017 -

-

-

-

-

-

7/28/2017 -

-

-

-

699,688.61

699,688.61

7/31/2017 -

-

-

-

3,462.06

3,462.06

8/1/2017 -

-

-

-

832.00

832.00

Attachment 1

40

ACCOUNT BALANCES PAYROLL

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

8/2/2017 -

-

-

-

-

-

8/3/2017 -

-

-

-

476.71

476.71

8/4/2017 -

-

-

-

-

-

8/7/2017 -

-

-

-

1,171.75

1,171.75

8/8/2017 -

-

-

-

-

-

8/9/2017 -

-

-

-

-

-

8/10/2017 -

-

-

-

-

-

8/11/2017 -

-

-

-

689,979.99

689,979.99

8/14/2017 -

-

-

-

6,914.13

6,914.13

8/15/2017 -

-

-

-

-

-

8/16/2017 -

-

-

-

-

-

8/17/2017 -

-

-

-

1,019.73

1,019.73

8/18/2017 -

-

-

-

-

-

8/21/2017 -

-

-

-

1,777.10

1,777.10

8/22/2017 -

-

-

-

-

-

8/23/2017 -

-

-

-

2,540.97

2,540.97

8/24/2017 -

-

-

-

-

-

8/25/2017 -

-

-

-

704,540.14

704,540.14

8/28/2017 -

-

-

-

1,721.35

1,721.35

8/29/2017 -

-

-

-

-

-

8/30/2017 -

-

-

-

-

-

Attachment 1

41

ACCOUNT BALANCES PAYROLL

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

8/31/2017 -

-

-

-

-

-

9/1/2017 -

-

-

-

-

-

9/5/2017 -

-

-

-

-

-

9/6/2017 -

-

-

-

-

-

9/7/2017 -

-

-

-

-

-

9/8/2017 -

-

-

-

701,639.59

701,639.59

9/11/2017 -

-

-

-

6,638.50

6,638.50

9/12/2017 -

-

-

-

1,746.03

1,746.03

9/13/2017 -

-

-

-

-

-

9/14/2017 -

-

-

-

-

-

9/15/2017 -

-

-

-

-

-

9/18/2017 -

-

-

-

3,418.24

3,418.24

9/19/2017 -

-

-

-

-

-

9/20/2017 -

-

-

-

-

-

9/21/2017 -

-

-

-

604.48

604.48

9/22/2017 -

-

-

-

715,978.15

715,978.15

9/25/2017 -

-

-

-

1,073.53

1,073.53

9/26/2017 -

-

-

-

-

-

9/27/2017 -

-

-

-

802.86

802.86

9/28/2017 -

-

-

-

664.98

664.98

9/29/2017 -

-

-

-

2,600.76

2,600.76

Attachment 1

42

ACCOUNT BALANCES PAYROLL

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

10/2/2017 -

-

-

-

11.84

11.84

10/3/2017 -

-

-

-

-

-

10/4/2017 -

-

-

-

-

-

10/5/2017 -

-

-

-

-

-

10/6/2017 -

-

-

-

709,390.79

709,390.79

10/10/2017 -

-

-

-

14,050.71

14,050.71

10/11/2017 -

-

-

-

-

-

10/12/2017 -

-

-

-

-

-

10/13/2017 -

-

-

-

835.60

835.60

10/16/2017 -

-

-

-

-

-

10/17/2017 -

-

-

-

708.33

708.33

10/18/2017 -

-

-

-

-

-

10/19/2017 -

-

-

-

-

-

10/20/2017 -

-

-

-

707,183.66

707,183.66

10/23/2017 -

-

-

-

1,788.19

1,788.19

10/24/2017 -

-

-

-

-

-

10/25/2017 -

-

-

-

3,472.09

3,472.09

10/26/2017 -

-

-

-

-

-

10/27/2017 -

-

-

-

2,010.20

2,010.20

10/30/2017 -

-

-

-

3,203.63

3,203.63

10/31/2017 -

-

-

-

-

-

Attachment 1

43

ACCOUNT BALANCES PAYROLL

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

11/1/2017 -

-

-

-

-

-

11/2/2017 -

-

-

-

-

-

11/3/2017 -

-

-

-

703,374.00

703,374.00

11/6/2017 -

-

-

-

3,565.23

3,565.23

11/7/2017 -

-

-

-

1,247.30

1,247.30

11/8/2017 -

-

-

-

-

-

11/9/2017 -

-

-

-

-

-

11/10/2017 -

-

-

-

-

-

11/13/2017 -

-

-

-

-

-

11/14/2017 -

-

-

-

-

-

11/15/2017 -

-

-

-

-

-

11/16/2017 -

-

-

-

-

-

11/17/2017 -

-

-

-

719,491.33

719,491.33

11/20/2017 -

-

-

-

1,534.56

1,534.56

11/21/2017 -

-

-

-

5,523.49

5,523.49

11/22/2017 -

-

-

-

-

-

11/24/2017 -

-

-

-

636.48

636.48

11/27/2017 -

-

-

-

-

-

11/28/2017 -

-

-

-

-

-

11/29/2017 -

-

-

-

-

-

11/30/2017 -

-

-

-

-

-

Attachment 1

44

ACCOUNT BALANCES PAYROLL

Date Closing Ledger

Closing Collected 1 Day Float 2 Day Float

Total Credits Total Debits

12/1/2017 -

-

-

-

712,203.05

712,203.05

12/4/2017 -

-

-

-

1,601.80

1,601.80

12/5/2017 -

-

-

-

-

-

12/6/2017 -

-

-

-

-

-

12/7/2017 -

-

-

-

-

-

12/8/2017 -

-

-

-

-

-

12/11/2017 -

-

-

-

-

-

12/12/2017 -

-

-

-

-

-

12/13/2017 -

-

-

-

-

-

12/14/2017 -

-

-

-

-

-

12/15/2017 -

-

-

-

721,827.56

721,827.56

12/18/2017 -

-

-

-

-

-

12/19/2017 -

-

-

-

-

-

12/20/2017 -

-

-

-

-

-

12/21/2017 -

-

-

-

5,579.65

5,579.65

12/22/2017 -

-

-

-

-

-

12/26/2017 -

-

-

-

-

-

12/27/2017 -

-

-

-

-

-

12/28/2017 -

-

-

-

-

-

12/29/2017 -

-

-

-

747,409.02

747,409.02

Attachment 2

45

INVESTMENT POLICY

Investment Policy

North Central Texas

Council of Governments

Attachment 2

46

INVESTMENT POLICY I. POLICY It is the policy of the North Central Council of Governments (NCTCOG) that after allowing for the anticipated cash flow requirements of NCTCOG and giving due consideration to the safety and risk of investment, all available funds shall be invested in conformance with these legal and administrative guidelines, seeking to optimize interest earnings to the maximum extent possible. Effective cash management is recognized as essential to good fiscal management. Investment interest is a source of revenue to NCTCOG funds. The NCTCOG’s investment portfolio shall be designed and managed in a manner designed to maximize this revenue source, to be responsive to public trust, and to be in compliance with legal requirements and limitations. Investments shall be made with the primary objectives of: ∗ Safety and preservation of principal ∗ Maintenance of sufficient liquidity to meet operating needs ∗ Public trust from prudent investment activities ∗ Optimization of interest earnings on the portfolio II. PURPOSE The purpose of this investment policy is to comply with applicable statutes, rules, regulations and Chapter 2256 of the Government Code (“Public Funds Investment Act”), which requires NCTCOG to adopt a written investment policy regarding the investment of its funds and funds under its control. The Investment Policy addresses the methods, procedures and practices that must be exercised to ensure effective and judicious fiscal management of the NCTCOG’s funds. III. SCOPE This Investment Policy shall govern the investment of all financial assets of NCTCOG. These funds are accounted for in the NCTCOG’s Comprehensive Annual Financial Report (CAFR) and include:

• General Fund • Special Revenue Funds • Internal Service Funds • Enterprise Funds • Any new fund created by NCTCOG, unless specifically exempted from this Policy by the

Executive Board or by law. NCTCOG may consolidate cash balances from all funds to maximize investment earnings. Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles.

Attachment 2

47

This Investment Policy shall apply to all transactions involving the financial assets and related activity for all the foregoing funds. However, this policy does not apply to the assets administered for the benefit of NCTCOG by outside agencies under deferred compensation programs. The following investment strategies are the guidelines to investment of the funds of NCTCOG. All investments, when aggregated together, must be within the diversification parameters listed with the authorized investments. From time to time, on a temporary basis, the actual investments within one fund or another may vary slightly from its underlying strategy. However, these deviations should only be temporary and easily corrected.

• Operating funds include the general fund, internal service funds, and enterprise funds. These funds are necessary for the day to day operations of the NCTCOG’s programs. Due to their short-term nature, these funds need to be available when needed. These funds will be invested in instruments authorized by this policy with a maturity not exceeding 180 days.

• Advance funds include any designated local, state, or federal advance funding within special revenue funds. These funds are necessary for the implementation of the NCTCOG’s programs and tend to be short-term to mid-term in nature. These funds will be invested in instruments authorized by this policy with a maturity matched with programmatic needs not exceeding 365 days.

• Designated funds include programmed local funding within special revenue funds. These funds tend to be longer term in nature and not needed for immediate use. These funds will be invested in instruments authorized by this policy with a maturity matched with programmatic needs not exceeding two (2) years.

IV. INVESTMENT OBJECTIVES NCTCOG shall manage and invest its cash with four primary objectives, listed in order of priority: safety, liquidity, public trust, and yield, expressed as optimization of interest earnings. The safety of the principal invested always remains the primary objective. All investments shall be designed and managed in a manner responsive to the public trust and consistent with state and local law. NCTCOG shall maintain a comprehensive cash management program, which includes collection of account receivables, vendor payments in accordance with invoice terms, and prudent investment of available cash. Cash management is defined as the process of managing monies in order to insure maximum cash availability and maximum earnings on short-term investment of cash. Safety [PFIA 2256.005(b)(2)] Safety of principal is the foremost objective of the investment program. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. The objective will be to mitigate credit and interest rate risk.

• Credit Risk and Concentration of Credit Risk – NCTCOG will minimize credit risk, the risk of loss due to the failure of the issuer or backer of the investment, and concentration of credit risk, the risk of loss attributed to the magnitude of investment in a single issuer, by:

o Limiting investments to the safest types of investments o Pre-qualifying the financial institutions and broker/dealers with which NCTCOG will

do business

Attachment 2

48

o Diversifying the investment portfolio so that potential losses on individual issuers will be minimized.

• Interest Rate Risk – NCTCOG will manage the risk that the interest earnings and the market value of investments in the portfolio will fall due to changes in general interest rates by limiting the maximum weighted average maturity of the investment portfolio to 365 days. NCTCOG will, in addition,:

o Structure the investment portfolio so that investments mature to meet cash requirements for ongoing operations, thereby avoiding the need to liquidate investments prior to maturity.

o Invest operating funds primarily in certificates of deposit, shorter-term securities, money market mutual funds, or local government investment pools functioning as money market mutual funds.

o Diversify maturities and staggering purchase dates to minimize the impact of market movements over time.

Liquidity [PFIA 2256.005(b)(2)] The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by structuring the portfolio so that investments mature concurrent with cash needs to meet anticipated demands. Because all possible cash demands cannot be anticipated, a portion of the portfolio will be invested in shares of money market mutual funds or local government investment pools that offer same-day liquidity. In addition, a portion of the portfolio may consist of securities with active secondary or resale markets. Public Trust All participants in NCTCOG’s investment process shall seek to act responsibly as custodians of the public trust. Investment officers shall avoid any transaction that might impair public confidence in NCTCOG’s ability to govern effectively. Yield (Optimization of Interest Earnings) [PFIA 2256.005(b)(3)] The investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and liquidity needs. Return on investment is of secondary importance compared to the safety and liquidity objectives described above. V. RESPONSIBILITY AND CONTROL Delegation of Authority [PFIA 2256.005(f)] In accordance with applicable statutes, rules, regulations and the Public Funds Investment Act, the Board designates the Deputy Executive Director as NCTCOG’s Investment Officer. An Investment Officer or designee is authorized to execute investment transactions on behalf of NCTCOG. No person may engage in an investment transaction or the management of NCTCOG funds except as provided under the terms of this Investment Policy as approved by the Board. The investment authority granted to the investing officers is effective until rescinded by the Board. Quality and Capability of Investment Management [PFIA 2256.005(b)(3)] NCTCOG shall provide periodic training in investments for the designated investment officer(s) and other investment personnel through courses and seminars offered by professional

Attachment 2

49

organizations, associations, and other independent sources in order to insure the quality and capability of investment management in compliance with the Public Funds Investment Act. Training Requirement [PFIA 2256.008 – Local Governments] In accordance with applicable statutes, rules, regulations and the Public Funds Investment Act, designated Investment Officers shall attend an investment training session no less often than once every two years commencing on the first day of NCTCOG’s fiscal year and consisting of the two consecutive fiscal years following that date. and shall receive not less than 10 hours of instruction relating to investment responsibilities. A newly appointed Investment Officer must attend a training session of at least 10 hours of instruction within twelve months of the date the officer took office or assumed the officer’s duties. The investment training session shall be provided by an independent source approved by the Board (see Attachment). For purposes of this policy, an “independent source” from which investment training shall be obtained shall include a professional organization, an institution of higher education or any other sponsor other than a business organization with whom NCTCOG may engage in an investment transaction. Internal Controls The Assistant Director of Finance is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of NCTCOG are protected from loss, theft, or misuse. The internal control structure shall be designed to provide reasonable assurance that these objectives are met. The concept of reasonable assurance recognizes that (1) the cost of a control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits requires estimates and judgments by management. Accordingly, the Assistant Director of Finance shall establish a process for annual independent review by an external auditor to assure compliance with policies and procedures. The internal controls shall address the following points.

• Control of collusion. • Separation of transactions authority from accounting and record keeping. • Custodial safekeeping. • Avoidance of physical delivery securities. • Clear delegation of authority to subordinate staff members. • Written confirmation for all transactions for investments and wire transfers. • Development of a wire transfer agreement with the depository bank or third party

custodian. Prudence [PFIA 2256.006] The standard of prudence to be applied by the Investment Officer shall be the “prudent investor” rule. This rule states that “Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived.” In determining whether an Investment Officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration:

• The investment of all funds, or funds under NCTCOG’s control, over which the officer had responsibility rather than a consideration as to the prudence of a single investment.

• Whether the investment decision was consistent with the written approved investment policy of NCTCOG.

Attachment 2

50

Indemnification The Investment Officer, acting in accordance with written procedures and exercising due diligence, shall not be held personally responsible for a specific investment’s credit risk or market price changes, provided that these deviations are reported immediately and the appropriate action is taken to control adverse developments. Ethics and Conflicts of Interest [PFIA 2256.005(i)] Officers and employees involved in the investment process shall refrain from personal business activity that would conflict with the proper execution and management of the investment program, or that would impair their ability to make impartial decisions. Employees and Investment Officers shall disclose any material interests in financial institutions with which they conduct business. They shall further disclose any personal financial/investment positions that could be related to the performance of the investment portfolio. Employees and officers shall refrain from undertaking personal investment transactions with the same individual with which business is conducted on behalf of the NCTCOG. An Investment Officer of NCTCOG who has a personal business relationship with an organization seeking to sell an investment to NCTCOG shall file a statement disclosing that personal business interest. An Investment Officer who is related within the second degree by affinity or consanguinity to an individual seeking to sell an investment to NCTCOG shall file a statement disclosing that relationship. A statement required under this subsection must be filed with the Texas Ethics Commission and the Board. VI. SUITABLE AND AUTHORIZED INVESTMENTS Portfolio Management NCTCOG currently has a “buy and hold” portfolio strategy. Maturity dates are matched with cash flow requirements and investments are purchased with the intent to be held until maturity. However, investments may be liquidated prior to maturity for the following reasons:

• An investment with declining credit may be liquidated early to minimize loss of principal. • Cash flow needs of NCTCOG require that the investment be liquidated. • Portfolio restructuring to accommodate NCTCOG needs and requirements or to address

market conditions.

Investments [PFIA 2256.005(b)(4)(A)] NCTCOG funds governed by this policy may be invested in the instruments described below, all of which are authorized by Chapter 2256 of the Government Code (Public Funds Investment Act). Investment of NCTCOG funds in any instrument or security not authorized for investment under the Act is prohibited. NCTCOG will not be required to liquidate an investment that becomes unauthorized subsequent to its purchase.

I. Authorized 1. Obligations of the United States of America, its agencies and instrumentalities. 2. Certificates of Deposit issued by a depository institution that has its main office or a

branch office in Texas. The certificate of deposit must be guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor and secured by obligations in a manner and amount as provided by law. In addition, certificates of deposit obtained through a depository institution that has its main office or a branch office in Texas and that contractually agrees to place the funds in federally insured depository institutions in

Attachment 2

51

accordance with the conditions prescribed in Section 2256.010(b) of the Public Funds Investment Act are authorized investments.

3. Fully collateralized direct repurchase agreements with a defined termination date secured by obligations of the United States or its agencies and instrumentalities. These shall be pledged to NCTCOG, held in NCTCOG’s name, and deposited at the time the investment is made with NCTCOG or with a third party selected and approved by NCTCOG. Repurchase agreements must be purchased through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in Texas. A Master Repurchase Agreement must be signed by the bank/dealer prior to investment in a repurchase agreement. All repurchase agreement transactions will be on a delivery vs. payment basis. Securities received for repurchase agreements must have a market value greater than or equal to 102 percent at the time funds are disbursed. (Sweep Accounts and/or Bond Proceeds)

4. Money Market Mutual funds that: 1) are registered and regulated by the Securities and Exchange Commission, 2) have a dollar weighted average stated maturity of 90 days or less, 3) seek to maintain a net asset value of $1.00 per share, and 4) are rated AAA by at least one nationally recognized rating service.

5. Local government investment pools, which 1) meet the requirements of Chapter 2256.016 of the Public Funds Investment Act, 2) are rated no lower than AAA or an equivalent rating by at least one nationally recognized rating service, and 3) are authorized by resolution or ordinance by the Board. In addition, a local government investment pool created to function as a money market mutual fund must mark its portfolio to the market daily and, to the extent reasonably possible, stabilize at $1.00 net asset value.

All prudent measures will be taken to liquidate an investment that is downgraded to less than the required minimum rating. (PFIA 2256.021)

II. Not Authorized [PFIA 2256.009(b)(1-4)] Investments including interest-only or principal-only strips of obligations with underlying mortgage-backed security collateral, collateralized mortgage obligations with an inverse floating interest rate or a maturity date of over 10 years are strictly prohibited.

VII. INVESTMENT PARAMETERS Maximum Maturities [PFIA 2256.005(b)(4)(B)] The longer the maturity of investments, the greater their price volatility. Therefore, it is NCTCOG’s policy to concentrate its investment portfolio in shorter-term securities in order to limit principal risk caused by changes in interest rates. NCTCOG attempts to match its investments with anticipated cash flow requirements. NCTCOG will not directly invest in securities maturing more than two (2) years from the date of purchase; however, the above described obligations, certificates, or agreements may be collateralized using longer dated investments. Because no secondary market exists for repurchase agreements, the maximum maturity shall be 120 days except in the case of a flexible repurchase agreement for bond proceeds. The maximum

Attachment 2

52

maturity for such an investment shall be determined in accordance with project cash flow projections and the requirements of the governing bond ordinance. The composite portfolio will have a weighted average maturity of 365 days or less. This dollar-weighted average maturity will be calculated using the stated final maturity dates of each security. [PFIA 2256.005(b)(4)(C)] Diversification [PFIA 2256.005(b)(3)] NCTCOG recognizes that investment risks can result from issuer defaults, market price changes or various technical complications leading to temporary illiquidity. Risk is managed through portfolio diversification that shall be achieved by the following general guidelines:

• Limiting investments to avoid over concentration in investments from a specific issuer or business sector (excluding U.S. Treasury securities and certificates of deposit that are fully insured and collateralized in accordance with state and federal law),

• Limiting investment in investments that have higher credit risks (example: commercial paper),

• Investing in investments with varying maturities, and • Continuously investing a portion of the portfolio in readily available funds such as local

government investment pools (LGIPs), money market funds or overnight repurchase agreements to ensure that appropriate liquidity is maintained in order to meet ongoing obligations.

The following maximum limits, by instrument, are established for NCTCOG’s portfolio:

1. U.S. Treasury Securities ................................. 100% 2. U.S. Agencies and Instrumentalities ................ 85% 3. Certificates of Deposit .................................... 100% 4. Repurchase Agreements (1) .............................. 20% 5. Money Market Mutual Funds (2) ........................ 50% 6. Authorized Pools ............................................. 100% (1) Excluding flexible repurchase agreements for bond proceeds investments (2) No single investment in any one money market mutual fund which exceeds 10% of the total assets of the money market mutual fund

VIII. SELECTION OF BANKS AND DEALERS Depository [Chapter 105.017, Local Government Code] At least every 5 years a Depository shall be selected through the NCTCOG’s banking services procurement process, which shall include a formal request for proposal (RFP). The selection of a depository will be determined by competitive bid and evaluation of bids will be based on the following selection criteria:

• The ability to qualify as a depository for public funds in accordance with state law. • The ability to provide requested information or financial statements for the periods

specified. • The ability to meet all requirements in the banking RFP. • Complete response to all required items on the bid form • Lowest net banking service cost, consistent with the ability to provide an appropriate level

of service. • The credit worthiness and financial stability of the bank.

Attachment 2

53

Authorized Brokers/Dealers [PFIA 2256.025] NCTCOG shall, at least annually, review, revise, and adopt a list of qualified brokers/dealers and financial institutions authorized to engage in securities transactions with NCTCOG. A designated investment committee or Executive Board will at least annually review and adopt the list of qualified brokers/dealers (see Attachment). Those firms that request to become qualified bidders for securities transactions will be required to provide a completed broker/dealer questionnaire that provides information regarding creditworthiness, experience and reputation and 2) a certification stating the firm has received, read and understood NCTCOG’s investment policy and agree to comply with the policy. Authorized firms may include primary dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1 (Uniform Net Capital Rule), and qualified depositories. All investment providers, including financial institutions, banks, money market mutual funds, and local government investment pools, must sign a certification acknowledging that the organization has received and reviewed NCTCOG’s investment policy and that reasonable procedures and controls have been implemented to preclude investment transactions that are not authorized by NCTCOG’s policy. [PFIA 2256.005(k-l)] Competitive Bids It is the policy of NCTCOG to require competitive bidding for all individual security purchases and sales except for: a) transactions with money market mutual funds and local government investment pools and b) treasury and agency securities purchased at issue through an approved broker/dealer or financial institution. Delivery vs. Payment [PFIA 2256.005(b)(4)(E)] Securities shall be purchased using the delivery vs. payment method with the exception of investment pools and mutual funds. Funds will be released after notification that the purchased security has been received. IX. CUSTODIAL CREDIT RISK MANAGEMENT Safekeeping and Custodial Agreements NCTCOG shall contract with a bank or banks for the safekeeping of securities either owned by NCTCOG as part of its investment portfolio or held as collateral to secure demand or time deposits. Securities owned by NCTCOG shall be held in NCTCOG’s name as evidenced by safekeeping receipts of the institution holding the securities. Collateral for deposits will be held by a third party custodian designated by NCTCOG and pledged to NCTCOG as evidenced by safekeeping receipts of the institution with which the collateral is deposited. Original safekeeping receipts shall be obtained. Collateral may be held by the depository bank’s trust department, a Federal Reserve bank or branch of a Federal Reserve bank, a Federal Home Loan Bank, or a third party bank approved by NCTCOG. Collateral Policy [PFCA 2257.023] Consistent with the requirements of the Public Funds Collateral Act, it is the policy of NCTCOG to require full collateralization of all NCTCOG funds on deposit with a depository bank, other than investments. In order to anticipate market changes and provide a level of security for all funds, the collateralization level will be 105% of market value of principal and accrued interest on the deposits or investments less an amount insured by the FDIC. At its discretion, NCTCOG may require a higher level of collateralization for certain investment securities. Securities pledged as

Attachment 2

54

collateral shall be held by an independent third party with which NCTCOG has a current custodial agreement. The Deputy Executive Director is responsible for entering into collateralization agreements with third party custodians in compliance with this Policy. The agreements are to specify the acceptable investment securities for collateral, including provisions relating to possession of the collateral, the substitution or release of investment securities, ownership of securities, and the method of valuation of securities. A clearly marked evidence of ownership (safekeeping receipt) must be supplied to NCTCOG and retained. Collateral shall be reviewed at least monthly to assure that the market value of the pledged securities is adequate. Collateral Defined NCTCOG shall accept only the following types of collateral:

• Obligations of the United States or its agencies and instrumentalities • Direct obligations of the state of Texas or its agencies and instrumentalities • Collateralized mortgage obligations directly issued by a federal agency or instrumentality

of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States

• Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized rating firm not less than A or its equivalent with a remaining maturity of ten (10) years or less

• A surety bond issued by an insurance company rated as to investment quality by a nationally recognized rating firm not less than A

• A letter of credit issued to NCTCOG by the Federal Home Loan Bank Subject to Audit All collateral shall be subject to inspection and audit by the NCTCOG or NCTCOG’s independent auditors. X. PERFORMANCE Performance Standards NCTCOG’s investment portfolio will be managed in accordance with the parameters specified within this policy. The portfolio shall be designed with the objective of obtaining a rate of return through budgetary and economic cycles, commensurate with the investment risk constraints and the cash flow requirements of NCTCOG. Performance Benchmark It is the policy of NCTCOG to purchase investments with maturity dates coinciding with cash flow needs. Through this strategy, NCTCOG shall seek to optimize interest earnings utilizing allowable investments available on the market at that time. Market value will be calculated on a quarterly basis on all securities owned and compared to current book value. NCTCOG’s portfolio shall be designed with the objective of regularly meeting or exceeding the average rate of return on U.S. Treasury Bills at a maturity level comparable to NCTCOG’s weighted average maturity in days.

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XI. REPORTING [PFIA 2256.023] Methods The Investment Officer shall prepare an investment report on a quarterly basis that summarizes investment strategies employed in the most recent quarter and describes the portfolio in terms of investment securities, maturities, and shall explain the total investment return for the quarter. The quarterly investment report shall include a summary statement of investment activity prepared in compliance with generally accepted accounting principals. This summary will be prepared in a manner that will allow NCTCOG to ascertain whether investment activities during the reporting period have conformed to the Investment Policy. The report will be provided to the Board. The report will include the following:

• A listing of individual securities held at the end of the reporting period. • Unrealized gains or losses resulting from appreciation or depreciation by listing the

beginning and ending book and market value of securities for the period. • Additions and changes to the market value during the period. • Average weighted yield to maturity of portfolio as compared to applicable benchmark. • Listing of investments by maturity date. • Fully accrued interest for the reporting period • The percentage of the total portfolio that each type of investment represents. • Statement of compliance of NCTCOG’s investment portfolio with state law and the

investment strategy and policy approved by the Board. An independent auditor will perform a formal annual review of the quarterly reports with the results reported to the governing body [PFIA 2256.023(d)]. Monitoring Market Value [PFIA 2256.005(b)(4)(D)] Market value of all securities in the portfolio will be determined on a quarterly basis. These values will be obtained from a reputable and independent source and disclosed to the governing body quarterly in a written report. XII. INVESTMENT POLICY ADOPTION [PFIA 2256.005(e)] NCTCOG’s investment policy shall be adopted by resolution of the Board. It is NCTCOG’s intent to comply with state laws and regulations. NCTCOG’s investment policy shall be subject to revisions consistent with changing laws, regulations, and needs of NCTCOG. The Board shall adopt a resolution stating that it has reviewed the policy and investment strategies at least annually, approving any changes or modifications.