RE 2010-0928.3A RESOLUTION OF THE CITY OF COPPELL, 'TEXAS
RESOLUTION NO. ZD /D 69-'W 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS, APPROVING THE BANK DEPOSITORY AGREEMENT AND DESIGNATING
FROST NATIONAL BANK AS THE CITY DEPOSITORY; AUTHORIZING THE CITY
MANAGER TO EXECUTE SUCH AGREEMENT; AND PROVIDING AN EFFEC'T'IVE
DATE.
WHEREAS, the City has given notice and requested proposals from all the banks doing
business within the City for provision of the City's depository and banking services, and
WHEREAS, applications were received, opened and publicly accepted on August 12,
2010; and
WHEREAS, after review and consideration of the proposals received, it is the
determination of the City Council that Frost National Bank be designated as the City Depository.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
SECTION 1.
That Frost National Bank be designated as the bank depository of the City of Coppell for
depository and banking services; and, that the City Manager is hereby authorized to execute the
agreement which is attached hereto and any other documents necessary to enter into the Depository
Agreement designating Frost National Bank as the City's Depository Bank. This agreement is for a
five (5) year period beginning December 1, 2010 and ending November 30, 2015.
SECTION 2.
That the bank shall qualify as a Depository by providing security for the City's funds to
be deposited with the bank within five (5) days after the date of the execution and return of the
resolution to the bank in accordance with State Law.
SECTION 3.
This Resolution shall take effect immediately from and after its passage, as the law and
charter in such cases provide.
DULY PAS ED AND ADOPTED by the City Council of the City of Coppell, Texas, on
the day of 2010.
CITY OF COPPELL, TEXAS
Bob Mahalik, Mayor Pro Tern
ATTEST:
e
LZ Libby Ball,
APPROVED AS TO FORM:
40
Att City
2
FM 45396.2.921 10
DEPOSITORY AGREEMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
KNOW ALI, MEN BY THESE PRESENT:
This agreement is made and entered into by and between the City of Coppell, Texas
(hereinafter referred to as "City "), and Frost National Bank (hereinafter referred to as "Bank "), and
to which witness the following:
WHEREAS, the City received bids from banks desiring to be designated as the city
Depository; and
WHEREAS, on the 28th day of September, 2010, the Bank was designated as the City
Depository for the City; now, therefore, in consideration of the mutual benefits, consideration,
covenants and conditions contained herein, the parties agree as follows:
1. TERMS
The Bank has been duly selected by the City as the Depository of certain funds of the City
from the 1st day of December, 2010, through the 30th day of November 2015, or thereafter until
the successor depository shall have been duly selected and qualified according to state law. This
contract shall be automatically extended up to ninety (90) days if the City is actually proceeding with
request for proposal procedures but, for whatever reason, cannot finalize the request of proposal or
selection process by the end of the contract period.
2. TERMINATION
The Bank or City may cancel this agreement at any time upon ninety (90) days prior written
notice of its intent to terminate.
3. I;ANKING SERVICES TO BE PROVIDED
A. Customary demand deposit account services for as many accounts as may be required
by the City. All account analysis charges will be waived for the first 90 days (three
months) for the depository contract.
13. Provide complete investment services including assistance in acquiring investment
securities, counseling, reporting and safekeeping services for securities owned.
C. Provide bank money orders, traveler's checks and cashier checks as required by the
City at no charge as described in Bank's proposal's fee schedule Exhibit A, which is
attached hereto and incorporated herein.
D. Provide a night depository, locking depository bags and plastic tamper resistant
bags at no charge.
E. All checks deposited by the City that do not clear the first time shall be submitted
a second time before returning them to the City. Returned checks that don't clear
on the second attempt shall be returned to the City within two business days. The
City shall receive same day telephone notification of all returned items in excess
of $5,000.
F. Provide wire transfer service. It is understood that the City of Coppell uses the
wire transfer service as a means of accelerating various types of payments within
one (1) hour of secondary approval.
G. Provide monthly bank statements in both electronic and written, printed format on
each account within five (5) working days of closing date to the City of Coppell,
Attn. Finance Dept, P.O. Box 9478, Coppell, TX 75019. Statements are to reflect
transactions beginning with the first day of the month and ending with the last day
of the month and include all accompanying checks and deposit tickets in numerical
order. The City requires the copies of cleared checks (front and back) be provided
on CD -ROM.
H. Provide collected and ledger balances as often as daily.
I. Provide ledger credit on the same day as deposits occur (holidays and weekends
excepted). This includes same day credit on wire transfers on funds from Federal
and State Governments, and same day credit on warrants issued by the State
Comptroller.
J. Provide remittance service to various paying agents for required principal and /or
interest payments on bonds.
K. Monitor City investment securities held by depository bank to provide same day
credit to the appropriate City account(s) automatically upon maturities, and
provide deposit slips at maturity dates.
L. Honor Federal Reserve depository transfer checks drawn on the City's account
which are authorized by the City.
M. Provide coin wrappers and accept bulk coins for deposit.
N. Provide fire proof safekeeping and storage of City back -up data.
-2-
O. Provide courtesy of cashing City employee's payroll checks at no charge.
P. Provide free checking accounts for City employees through the Frost @ Work
program which is attached hereto and incorporated herein as Exhibit B.
Q. Provide direct deposit payroll for City employees.
R. Other Banking services available to full -time employees. (see Frost @ Work)
S. Supply deposit slips and endorsement stamps according to quality, quantity,
design and specifications established by the City at no charge.
T. Lock Box services when required.
U. ACH services when required with Blocking /Filtering Capabilities.
V. Daylight Overdrafts when required.
W. Controlled llisbursement Accounts.
X. Zero Balance Accounts
Y. Positive Pay services including payee comparison at no charge.
Z. Internet based Reporting and On -Line Banking System.
AA. In the case of a conflict between the Depository Agreement and the attached
Schedule of Fees, the Depository Agreement shall prevail.
BB. Maintain our current (2005 Agreement) overnight automated sweep to repurchase
agreement.
CC. Payroll Debit Card Option
4. DEMAND ACCOUNTS
Demand Deposit Account:
This account will receive all deposits, ACH transactions, wires, investment activities and
controlled disbursements. The Bank will initiate all transfers to the zero balance accounts
daily. The rate of interest per annum the Depository shall pay the City is the previous
month's 91 day U.S. Treasury Bill auction discount rate less 35 basis points.
-3-
5. CONTROLLED DISBURSEMENT ACCOUNTS
General Account:
This account will receive deposits transferred from the Operating Account for payment of
the City's expenses.
6. ZERO BALANCE ACCOUNTS
Payroll Account:
This account will receive deposits transferred from the operating account for payment of
the City's payroll.
Self Funded Health Plan:
This account will receive deposits transferred from the operating account for payment of
insurance claims.
7. INTEREST RATE ON LOANS TO THE CITY
Loans will be made to the City based on credit at a rate negotiated per annum to pay
current operating expenditures as may be appropriated by ordinance with such loans to be
repaid out of the first current tax collection.
Loans will be made to the City based on credit at the rate negotiated per annum to pay
non - operating expenditures and /or purchase equipment or other expenditures as may be
appropriated by ordinance with such loans to be repaid on a scheduled basis as agreed to
by the City and by the bank.
8. OVERDRAFTS IN DEMAND ACCOUNTS
In the event a check is presented on any City account where there exists insufficient funds
available for payment, the City will require the Depository to pay said checks and
promptly notify the Finance Department regarding the overdraft position. Due to Bank
system restraints, overdrafts will be charged on a per account basis on the monthly
analysis at the Frost's prime rate per annum interest thereon. It is the City's intent to
ensure none of our accounts are in an overdraft position at any time. There is no charge
for daylight overdrafts.
-4-
9. COLLATERAL SECURITIES FOR DEPOSITS
The Bank shall furnish to the City collateral in an amount and conditioned as provided by
the laws of Texas and pursuant to the Bank's "Security Agreement". The City will accept
as collateral for its certificates of deposits and other evidences of deposit the following
securities: (All securities should be rated as to investment quality by a nationally
recognized investment rating firm and having received a rating of not less than "A" or its
equivalent). (The pledged securities must conform with the Public Funds Investment Act
as amended, which includes but is not limited to the following).
A. Obligations of the United States of American, its agencies and instrumentalities.
B. Direct obligations of the State of Texas or its agencies and instrumentalities.
C. Other obligations, the principal of and interest on which are unconditionally
guaranteed by the State of Texas or United States of America.
D. Obligations of the State, agencies thereof, Counties, Cities, and other political
subdivisions of any state having been rated as investment quality by a nationally
recognized investment rating firm, and having received a rate of not less than "A"
or its equivalent.
Certificates of Deposit and other evidences of deposit shall be collateralized at market or
par, whichever is lower, for U.S. Treasury Bills, Notes and Bonds with a remaining
maturity of three years or less and at 105% of market or par, whichever is lower, for
other securities. All funds on deposit with the Bank to the credit of the City shall be
secured by the Bank in accordance with and as provided for the in the Texas Public Funds
Collateral Act (Chapter 2257 of the Texas Government Code, as amended).
Collateral may be audited at least annually by the city's independent accountants and may
be audited by the City at any time during normal business hours of the safekeeping bank.
The audit of the collateral by the City's independent accountants of the City is to ascertain
that Governmental Accounting Standards Board Statement #3 is adhered to and the
financial institution is complying accordingly.
The financial institution with which the City invests and /or maintains other deposits shall
provide monthly, and as requested by the City, a listing of the City's certificates of
deposit and other deposits at the institution and listing of the collateral pledged to the City
marked to current market prices. The listing shall include total pledged securities itemized
by:
Name
Type /description
-5-
Par Value
Current Market Value
Maturity Date
The City and the financial institution shall assume responsibility for ensuring that
collateral is sufficient. When the need for collateral with the Bank is expected to increase
on any given day or over a series of days, the City hereby agrees to notify the Bank of
such expected increase at least one business day prior to the expected date the additional
deposits are expected to be received.
The Depository may substitute approved securities in the pledge account so long as the
total value of securities pledged meets the required levels. Substitutions may be made
after obtaining written authorization from the Director of Finance of the City of Coppell
or his /her appointed designee. The Depository may also request permission to release
securities whenever the total amount pledged is in excess of the City's requirements.
There will be no charge for pledging, releasing, substituting and safekeeping of securities
used to collateralize the City's accounts.
The City will require the Bank to attach to the contract the certified resolutions of the
board of directors that set forth the City's security interest in the collateral supporting
City deposits as required in the Collateral Provision of FIRREA. The certification must
meet all of the requirements of FIRREA and FDIC policies that apply to the City's
security interest in the pledged collateral and must specify the officers of the Bank who
are authorized to sign agreements with the City.
10. SAFEKEEPING
Securities pledged as collateral for certificates of deposit or other evidences of deposit and
for repurchase agreements shall be retained in safekeeping in a third party safekeeping
bank in the State of Texas or in the Federal Reserve Bank of Dallas at no charge to the
City. The investments purchased by the City, may be retained in a third party safekeeping
bank or in the depository bank's trust department in the city's name. The City, the
financial institution, and the safekeeping bank(s) shall operate in accordance with a master
safekeeping agreement signed by all parties, except in the case of the Federal Reserve
Bank which will not sign a third party agreement. The City shall always hold the original
safekeeping receipt for its investments and for pledged collateral. The City's designated
official (s) must approve release of collateral in writing prior to its removal from the
safekeeping account. The master safekeeping agreement shall clearly state the Federal
Reserve Bank or the safekeeping bank is instructed to release the collateral to the City if
the City has determined the Bank has failed to pay on any accounts, has been closed by a
regulatory authority, or is in default of this agreement, and if the instructions for release
have been formally requested by the City's governing body.
11. INVESTMENTS
The City of Coppell intends to manage its own investment portfolio. Therefore, the City
reserves the right to withdraw, from time to time, any amount of funds of the City on
deposit in any City account to invest those funds in accordance with the City's investment
policy.
A. Investments - General
All investment decisions shall be approved by the City before execution. The City may
order investments either by phone or by written notification.
All investments purchased by the City shall be purchased "delivery versus payment ".
That is, the City shall authorize the release of its funds only after it has received
notification from the safekeeping bank that a purchased security has been received in the
City's safekeeping account. This notification may be oral, but will be followed up in
writing with the original safekeeping receipt.
The City must have confirmation from its safekeeping bank that collateral pledged from a
financial institution is in the City's account before investing in Certificates of Deposit or
other evidences of deposit at the financial institution. The confirmation may be oral, but
must be followed up in writing with the original safekeeping receipt. There will be no
safekeeping fees when the Bank serves as the City's broker /dealer on an individual
investment.
B. Investments - Repurchase Agreements
The Bank agrees to sell those U.S. Securities in which the City can legally invest its
excess demand deposit balances to the City, on or before 3:00 p.m. each regular business
day to provide overnight and weekend investments to the City through the use of an
automatic sweep to a "repurchase agreement," and simultaneously, with the sale, agrees
to repurchase on or before 11:00 a.m. on the next following day of business, the same
securities at the same price as sold, with interest calculated on the invested amount. Bank
holidays falling on Friday or Monday will be included in the weekend "Repurchase
Agreement" and the interest calculation for a weekend "Repurchase Agreement ",
including bank holiday, will be calculated on the invested amount.
Interest earnings resulting from each repurchase agreement shall be paid to the city on the
day of repurchase by providing deposit slips showing each account and the amount of
interest deposited to the account.
-7-
The Bank agrees to pay the City interest on each repurchase agreement at the rate of 95%
of the Fed Fund rate sold at Frost Bank on the date which the repurchase agreement is
executed. The City reserves the right to enter into repurchase agreements for periods of
time longer than overnight and weekends as may be agreed upon by the financial
institution and the City.
12. TIME DEPOSIT MATURITIES OCCURRING SUBSEQUENT TO DEPOSITORY
AND BANK SERVICES AGREEMENT TERMINATION DATE
All time deposits, certificates of deposit or other investment securities which have not
matured 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 time deposits have matured.
13. DEPOSIT OF FUNDS
The City pledges to the depository that all funds over which the City has control will be
deposited in the depository bank. The Bank agrees that the City reserves the right to
invest the City's funds in lawful securities other than depository issued certificates of
deposit with full cooperation of the depository bank. If requested by the City, depository
bank agrees to assist the City in investing funds which are not invested in depository bank
issued certificates of deposit.
14. MISCELLANEOUS
A. The Bank shall use its best efforts to notify the City in writing within ten (10) days
of any changes in federal or state regulations or laws that would thereafter
materially affect the depository agreement. The Bank shall also notify the City of
any services that become available to the City throughout the contract.
B. This contract is governed by the laws of the State of Texas. Venue for any action
to construe or enforce this Agreement shall be in Dallas County, Texas.
C. There shall be a review of the services of the Bank at least annually to evaluate the
working relationship between the City and the Bank. The objective of the review
shall be to address any problems or issues, and to discuss the procedures involved
in reaching a mutual resolution.
D. The Bank will ensure this Agreement has been approved by the Board of Directors
and such approval is evidenced by a resolution of the Bank's Board of Director's
adopted at the meeting at which this Agreement was approved. This action is
further reflected in the minutes of such meeting and such approval is binding on
the Bank.
E. The City pledges to the depository that all funds over which the City has control
will be deposited in the depository bank. However, the City reserves the right to
have a secondary depository bank to serve as a backup in the case of a natural
disaster or bank failure.
F. Any notice required to be given by any term of this Agreement or otherwise may
be given as follows:
City of Coppell
Attention: Jennifer Miller, Director of Finance
P.O. Box 9478
Coppell, Texas 75019
Frost National Bank
Attention: Tom Frost, III, Senior Executive Vice - President
P O Box 1600
San Antonio, TX 78296
EXECUTED in duplicate originals thisan'Aday of zr} -guAq
FROST NATIONAL BANK
By. .
ATTEST:
By: a.c e�,•J
Secr ary
CITY OF COPPELL, TEXAS
By: Z�z
Clay P lips, Cit anager
ATTEST:
By: J.
4Liball, Secretary
ADMIN\DEPOSTRY.AGM
- 10 -
APPROVED AS TO FORM:
pp " Frost
o
BANKING INVESTMENTS INSURANCE
City of Coppell
COMMERCIAL BANKING AND
TREASURY MANAGEMENT SERVICES
Schedule of Fees as of August 12, 2010
COMMERCIAL t$ANKINU
rUaLI%,rUnua
- Balance Inquiries/Transfers
24 -hour tele hone account information line inquiries
No char e
24 -hour telephone account information line transfers
$0.50 each
24 -hour telephone account information line stop payment $20.00 each
Customer service representative assisted inquiries
2 free then $2.00 each thereafter
Customer service representative assisted transfers
$2.00 each
Blocked and Control Accounts
Setu
I
4.00
Frost standard agreement -
500.00 account
_
Nonstandard agreement, simple
$1
Nonstandard a reement com 1ex
3 000.00 /account
Monthly maintenance
100.00 account
Check Clearing and Processing Services
Commercial account maintenance
I
4.00
Cancelled checks
$2.00/account/month
Credits posted
does not include ACH or remote deposit capture cr edits
$0.20 /credit
Debits posted does not include ACH debits)
0.03 debit
Items deposited unencoded
0.095 item
Hold mail service fee
$10.00/account/month
Pre - encoded reject items
0.01 item + one-day float
Return items
1.00 item
Telephone or fax notification
5.00 call or fax
Reclear
1.00 item
S pecial signature requirements
3.00 month + W .03 /item
Collection Services
Collection items drafts checks
_ 20.00 /item
_
Custodial fee after due date of foreign do cumentar i es
10.00 month /item
Dealer drafts im mediate credit drafts
12.00 item
Documentary
80.00 item
Foreign check
40.00 item
Commercial Vault Services
Currency deposits
$.30/$1,000.00/ de sit
Deposit correction
2.00 item
Telephone discrepancy notification
5.00 call
Cash payment for change order _ _
5.00 /order
Change order minimu _
5.00 order
Detailed re rtin
15.00 hour
Full Fed standa bag of coin de posited _
Mall de osito pickup
2.50/ba
$2.75 /bag
New or ATM fit curren furnishe
$1.50 /stra
Partial bag of loose coin de sited
$
Plastic deposit bag
$0.65/bag + applicable processing fees
Rolled coin furnished
0.07 roll
deposit handling fee
0.25 minute 15.00 hour
- Special
currency furnished
0.45 /stra
- Strapped
Various coin /currency supplies available o request
Prices va
iof4
Exhibit A
Teller Services
Branch deposit processing
1 $1.00/ de sit
Night deposit services
$5.00 /key one -time + applicable processing fees
Change order minimum
___ 5.00 order
Rolled coin furnished
0. 10 /roll
_ _
Strapped currency furnished _
_- 0.60 /stra
Wire Transfer Services Phone
Outgoing repetitive Fed Wire
10.00 wire
Outgoing nonre etitive Fed Wire
15.00 wire
Outgoing international wire
1 f ree /year, then $10.00 /hour
Mexico or Canada
$15.00
All other countries
$35.00
Incoming Fed Wire
5.00 transfer
Intrabank nonre etitive transfers
3.50 /transfer
Intrabank repe titive transfers
3.50 transfer
Investigations
20.00 hour 2 -hour minimum
Mail daily wire advice statement
1.50 /statement
Phone call notification
5.00 call
Wire advice fax notification
5.00 fax
Photocopies
3.00 a e
A
Account researc
20.00 hour char ed onl for customer initiated errors
ACH blocking
___ 10.00 account/month
Audit confirmation _
1 f ree /year, then $10.00 /hour
Cashier's ch
Check/document photocopies from microfilm
10 free /year, then $5.00 each
_ 10 free/ ear then $3.00 /item
Credit investigation servi
$25.00/investigation
__._ 25.00 investi ation
FDIC assessment
Based on actual fee*
Garnishment _
100.00 (charge is not analyzed
Le
100.00 (charge is not analyzed
Money order
10 free ear then $3.DO each
My Frost bill pay
$0.50/bill pay
My Frost check copies/statements
$0.15 each
My Frost account transfers
0.50 transfer
My Frost stop paymen
$20.00 each
Nonsufficient funds charge
Overdraft charge
No per item charge
Ledger overdrafts are charged at the Bank's prime rate
Stop payment manual
_ 30.00 each
Statements Rendered
$0.00 each no charge
... ti..- colt , ,", ;� not hoinn accaccad Frost's FDIC
= All analyze0 a000uni5 are aidryeu a nwuuuy - w. I .,... -
assessment is calculated on a quarterly basis according to the ledger balance in the account at the end of the quarter. The charge is divided into three equal monthly
payments and billed during the following quarter. Accounts opened during the quarter are assessed based on the monthly average ledger balance.
Averacie neciative collected balance Prior month's average Frost Bank Prime 7-�
Earnings credit rate Based on average 91 -day T -bill auction rate + 25 basis
Eoualization factor I No charge I
2 of 4
Exhibit A
TREASURY MANAGEMENT SERVICES
Account Reconciliation
Full reconciliation
I
$25.00 setup 75. /account + 0.05 item
Partial reconciliation
$25.00 setu
Paid item output - transmission
$50.00/account/month + 0.05 /item
Statement All Items Report
50.00 account/month + 0.05 item
Site reconciliation
$25.00 setup 50.00 account + 0.05 item
Serial sort
Positive pay with full reconciliation
50.00 accoun month + 0.05 item
No charge to maintain file (see Positive Pay section for
De r-item fees
ACH origination _
0. 00 /month (no charg plus $0.04 per item
_ _ _ _
ACH Operating Rule Corporate Editio
$16 .00, plus ta
ACH credit received
0.06 item
_
ACH debit received _
0.06 item
_
ACH returned items
$1.00 each
Batch input - ACH file maintenance
$12.00 each
Batch input - changing effective dates
112.00 each
Batch input - entry reversal after settlement date
$10.00 each
Electronic payment authorization - monthly service fee
10.00 month /account
Electronic payment authorization - authorized originator
$3.00/month/originator
Financial Electronic Data Interchange FEDI Addendum
0.05 item
Financial Electronic Data Interchange FEDI a er advice mailed
..__I;__ Feo
1.25/ e
I !ti0.00 /month
Line of credit $140.00 month
Line of credit and investment 165.00 month
Sweep Report 0.00 no charge
* Securities products are NOT FDIC insured ` NOT guaranteed b Frost • NOT products of Frost and may involve risk to principal amount invested.
CD -ROM captured imaged items through regular processing, checks $25.00 /CD, plus $0.02 /item
not returned
CD- ROM captured imaged items directly from checks held by $75.00 /CD, plus $0.05 /item
customer -
Software for CD -ROM image archive $200.00, plus tax
Controlled Disbursements
Controlled disbursements
50.00 accoun month
Credits posted does not include ACH or remote deposit capture credits
0.25 credit
Debits posted
0.08 /debit
Telephone notification
15.00/ call
Internet Banking Cash Manager
Previous da balance /activity summary
50.00 month
Accou reported
$5. 00 accou ntj month
Data export
Included with detail
Previous day detail reported
0.02 /item
_
Current day reportin cash position draw report)
Current day detail reporting included with current day reporting)
$20.00
0.00 no charge
Account book tran
0.50 transfer
ACH activity report
No charge
BAI2 file deliv outside of Cash Manager)
$15.00/account/month
BAI2 file delivered outside of Cash Man ager)
0.05 /item
Checking account statement
No charge
Data exchange (incoming)
75.00 accoun month plus 0.05 item _
Data exchange (outgoing)
Data export without previous day reporting)
75.00 accoun month plus 0.05 item
100.00 plus 15.00 accoun month plus 0.03 /item
Electronic Account Analysis 822 Report)
$0.00 no charge
3 of 4
Exhibit A
Positive Pay Without full reconciliation
0.015 it no minimum accoun month
With full reconciliation
No charge
Adjustments to file after recei t
1.00 /item
month
Exception reject items
$0.10/exception item no minimum accoun
Paid reject item
1.00 item
Reject report fax
5.00 fax
Payee Review
$25,00/account/month + $0.05
ACH reverse p2sitive pay or check blockin
$0.10/exception item $10 minimum account/month
Exception reject item
Paid reject item
1.00 item
—
Reject rep2rt fax
5.00 fax
.07
I Monthlv maintenance tee
4 of 4
Exhibit A
Frost procuremen — scanner model CX30 $75 .00 /workstation
Frost procurement — scanner model TS230 100.00 /workstation
Frost procurement — scanner mo TS4120 200.00 workstation
Remote capture credit post _. 0.25 item
Remote capture item deposited 0.065 item
""" Frost
� ►
COMMERCIAL BANKING AND
0
Z TREASURY MANAGEMENT SERVICES
BANKING INVESTMENTS INSURANCE Schedule of Fees as of August 15, 2010
City of Coppell
COMMERCIAL BANKING - PUBLIC FUNDS
Encoded Unencoded
On Us
$0.030
0.030
Local Regional Check Processing Center RCPC
$O.G40
$0.040
Other 11th Fed City
0.050
$0.050
Transit Cleadn s
$0.050
$0.050
11th Fed Country
0.050
$0.050
Other 11th Fed RCPC
$0.050
$0.050
Local City
0.030
$0.030
Local Statewide Clearing
0.030
$0.030
Pre - encoded rejects
$0.010
N/A
Exhibit A
0 0_
Fro st
RETAIL LOCKBOX
Schedule of Fees as of August 12, 2010
BANKING INVESTMENTS INSURANCE
City of Coppell
F3
Lockbox
One -time setup
50.00 /box
Retail monthly maintenance includes one address )
$100.00/box/month
Retail item
$0.22 item
checks and/or invoices
0.28 item
- Multiples
Retail box rental
Actual cost - hard charge
Retail cash processing
$1.00/item
Retail check only
0.35 item
Retail coupon reject
$0.1plitern
Retail reassociation
0.06 item
Retail return envelope
0.05 item
Retail un rocessible check/ correspondence
0.25 /item
Credit card processing
$0.35/item
CD-ROM
CD -ROM — Monthly
_
25.00 bo month i
CD-ROM — Week
8. 00 /CD /week
_
CD-ROM — Dail
5. 00 /CD /day
Retail CD image — check
0.0075 item
1-100,000
0.0075 item
100 001 and above
0.005 item
Retail CD image — coupon*
0.0075 /item
1-1 00 000
0.0075 item
100 001 and above
0.005 item
Reporting Internet
Online exceptions
0.25 /item
Retail image delivery — Internet
200.00 box month
Retail Image capture — check*
0.10 line
1-100,000
0.0075 item
100 and above
$0.005/i m
Retail image capture — invoice*
$5.00/call/da
1-100,000
0.0075 /item
100,001 and above
0.005 item
* Customers who receive images of lockbox items on a CD -ROM and through the Internet will only be assessed a per item cnarge once.
Lockbox Reporting
Data transmission
100.00 bo month
Data entry
stroke
$0.0V keystroke
MICR capture
0.10 line
Fax report
$5.00 /da
Fax photocopy
$2.00/sheet
Local telephone call
$5.00/call/da
I n rlietAnro tolPnhnno rall
$7.50 /call /day
(0708) MEMBER FDIC
1of1
Exhibit A
F Frost
BANKING INVESTMENTS INSURANCE
City of Coppell
WHOLESALE LOCKBOX
Schedule of Fees as of August 12, 2010
Lockbox
One -time setup
50 .00 /box
Wholesal monthly maintenance (includes one address
10 0.00 /box/month
Wholesale item _ _
_
0. 37 /item
Wholesale additional image
$0. 10 /item
Wholesale box rental
Actual cost - hard charge
Wholesale cash processing
$1.00./item
Wholesale detail sorting
0.06 /item
Wholesale document notation
0.06 item
Wholesale hand open mail
0.06 item
Wholesale medical item
$0.421item
Wholesale photocopy
$1.00/item
Wholesale reassociation
0.06 item
Wholesale return envelope
0.06 item
Wholesalespecial handling
0.06 item
Wholesale special stapling
0.06 item
Wholesale un rocessible correspondence
0.25 item
Credit card processing
$0.35/item
Re Internet
Online exceptions
0.25 item
Wholesale image delivery - Internet
200.00 bo month
Wholesale image capture - check* _
0. 10 /item
Wholesale image capture - invoice* _
_
0.10 /item
Wh olesale extended online storage
25.00 month
CD-ROM
CD -ROM - Monthly
$2.5.0 0 boy,/month
CD -ROM - Weekly
8.00 CD week
CD -ROM - Daily
$5.00/CD/da
Wholesale CD image - check*
0.10 item
Wholesale CD image - invoice*
0.10 item
* Customers who receive images of lockbox items on a CD -ROM and through the Internet will only be assessed a per item charge once.
Lockbox Reporting
Data transmission
$100.00/box/month
Data entry
0 .01 /keystroke
MICR captu _
0.10 line
Fax report
5.00 da
Fax photocopy
$2.00 sheet
Local telephone call
$5.00/call/cla
Long distance telephone call
$7.50/call/da
Additional
Postage
I Actual cost
Courier/Express Mail
Actual cost
Branch delivery
60.00 box month
Multiple mailing address
Actual cost
(08/10) MEMBER FDIC
1 of 1
Exhibit A
7 ,' Frost
et,
BANKING INVESTMENTS INSURANCE Safekeeping Fees
Schedule of Fees as of August 2010
City of Coppell
Account Maintenance $10.0o/month/account
Safekeeping Online 50.00 month /2 services 65.00 /month /3 services
Fixed Income Book Entry per receipt
$0.60
Equity Book Entry per receipt
$1.50
Physical per receipt
$2.00
Book Entry per $10,000 at Par at Month -End
0.035 month
Physical Entry per $10 of Par at Month -End
0.10 month
Receipt Fees
Security Receipt and Clearance Fees
On -Frost Transactions
Not On -Frost Transactions
FRB Non -ABS MBS
-
$20.00
_
FRB ABS MBS
-
$25.00
Non -FRB Non -ABS MBS
-
$30.00
Non -FRB ABS MBS
-
$35.00
Physical Items
-
$75.00
Late Delivery Instructions
-
$25.00
Change Delivery Instructions
Treasury Auctions
$25.00
Transactional Fees
Interest Payment - Credit to Account
$1.00
Principal Payment - Credit to Account
$8.00
Called Bond Redemptions - Credit to Account
10.00
_
Maturities - Credit to Account
$10.00
Wire Fee
$11.00 _
Cashier's Check
$10.0 0
Ple dging
Pledge
$6.00
Release
6.00
_
Substitution
O ther
Registrations and Re-registrations
12.00
$35.00
Physical Examination of Securities
25.00 hour
Reorganizations - Tenders and Exchanges
$35.00
Treasury Auctions
$50.00
Account Verification Statements free month)
2.50
Account Research
25.00 hour
Indirect Inquiries for Lost or Stolen Securities:
Semiannual Charge
$25.00
Inquiry
3.00
Over- The - Counter Collections:
Coupons
$20.00/envelo
_
Bonds _
$20.00/ or pus plus postage and insurance
Proxies Annual Statements
3.00
_
Special Handling manual intervention
20.00 additional /transaction
(06/08) MEMBER FDIC
Exhibit A
Frost at Work
FROST BANK CAN MAKE YOUR BANKING EASIER.
THAT'S WHAT COMES WITH A CENTURY OF EXPERIENCE.
Frost at Work for
City of Coppell
Maybe it's having over a century of experience. Maybe it's because we're from
Texas. But one thing is for sure - we know the importance of building
relationships. We already have a relationship with the City of Coppell and now
we'd like to show you what Frost has to offer you.
EXECUTIVE PACKAGE
• Dedicated Frost Banker - a financial concierge providing seamless service especially for you.
As a client of Frost Bank, you have the benefit of one experienced banker to coordinate all of
your financial needs with responsive, personal attention.
• Free Interest Bearing Checking Account
• Monthly service fee waived
• Unlimited transactions
• Interest Paid Monthly
• Access to a High Yield Money Market account
• Free bank stock checks
• Free Visa Checkcard for purchases and ATM transactions
• Free ATM transactions at Frost ATM's and participating HEB ATM's
• No Frost service fee at non -Frost ATM's
• No service charge on foreign ATM's
• Free My Frost Online Banking
• Free My Frost Bill Pay
• Free Online Statement Delivery
• Free wire transfers within the United States
• Free stop payments
• Free traveler's checks for one
• Free official checks and money orders
• No purchase fee on a Frost Gift Card
• Free imaged checks
• Savings Account with no monthly service charge
• Child's Savings Account with no monthly service charge
• Free Bank at Work gift
• Free personal financial analysis regarding any one of the following: retirement, education
funding, investments, protection of savings goals
• $10.00 discount on rent of safe deposit box
• 1/4% discount on personal loans with auto debit from a Frost Bank account (excluding Home
Equity Line Of Credit)
We've made switching to Frost easy.
Shelly Long
Frost @ Work Specialist
214 -515 -4851
shelly.long@frostbank.com
Exhibit B
��1►j
Frost Bank
SECURITY AGREEMENT
THE FROST NATIONAL BANK, N.A. (the "Bank "), for valuable consideration, the receipt and
sufficiency of which is acknowledged, grants a security interest in and a pledge and assignment of (a) any
and all Eligible Collateral (as defined below) from time to time held by The Federal Reserve Bank and/or
Federal Home Loan Bank (the "Custodian "), identified on the Custodian's books as held for the account
of the Depositor or jointly for the account of the Bank and the Depositor, together with (b) the products
and proceeds of the foregoing and any substitutions or replacements thereof, whenever acquired and
wherever located (the "Collateral ") to the City of Coppell (the "Depositor "), in order to secure the
payment when due, of the Deposits (as defined below) pursuant to the depository agreement ( "Depository
Agreement ") between the Bank and the Depositor, dated of even date with this security agreement (the
"Agreement ") :
1. Definitions Except as otherwise expressly defined in this Agreement, all terms used herein which
are defined in the Uniform Commercial Code as in effect from time to time in Texas (the "Code ") have
the same meaning as in the Code. All other terms capitalized but not defined herein or in the Code have
the meanings assigned to them in the Depository Agreement.
"Account" shall mean the separate custodial account established with Custodian in the name of
Bank and for the benefit and subject to the control of Depositor as secured party in accordance with this
Agreement.
"Authorized Person" shall be any officer of Depositor or Bank, as the case may be, duly
authorized to give Written Instructions on behalf of Depositor or Bank, respectively, such authorized
persons for Depositor to be designated in a certificate substantially in the form of Exhibit B, attached
hereto, as such exhibit may be amended from time to time, or as designated in such other forms as may
be prescribed by the Bank.
"Book -Entry System" shall mean the Federal Reserve /Treasury Book Entry System for receiving
and delivering U.S. Government Securities.
"Business Day" shall mean any day on which Custodian and Bank are open for business and on
which the Book Entry System is open for business.
"Collateral Requirement" shall mean an amount of Securities with a Market Value equal to 102%
of Uninsured Deposits; provided, however, to the extent that mortgage- backed securities (declining
principal balance) are used as Eligible Collateral, "Collateral Requirement" shall mean an amount of
Securities with a Market Value equal to 110% of Uninsured Deposits secured with such mortgage- backed
securities.
"Deposits" shall mean all deposits by Depositor in Bank, including all accrued interest on such
deposits, that are available for all uses generally permitted by Bank to Depositor for actually and finally
collected funds under the Bank's account agreement or policies.
"Eligible Collateral" shall mean any Securities of the types enumerated in the Schedule of
Eligible Collateral (which types are in compliance with the collateral policy adopted and approved by the
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (FEBRUARY 2010)
governing body of Depositor) attached hereto as Exhibit A, as such exhibit may be amended from time to
time pursuant to a written amendment signed by each of the parties to this Agreement, and any Proceeds
of such Securities.
"Market Value" shall mean: (i) with respect to any Security held in the Account, the market value
of such Security as made available to Bank or Custodian by a generally recognized source selected by the
Bank or the Custodian, plus, if not reflected in the market value, any accrued interest on such Security,
or, if such source does not make available a market value, the market value shall be as determined by
Custodian or the Bank in its sole discretion based on information furnished to Custodian or Bank by one
or more brokers or dealers; and (ii) with respect to any cash held in the Account, the face amount of such
cash.
"Proceeds" shall mean any principal or interest payments or other distributions made in
connection with Eligible Collateral and anything acquired upon the sale, lease, license, exchange, or
other disposition of Eligible Collateral.
"Security" or "Securities" shall include, without limitation, any security or securities held in the
Book -Entry System; common stock and other equity securities; bonds, debentures and other debt
securities; notes, mortgages, or other obligations; and any instruments representing rights to receive,
purchase, or subscribe for the same, or representing any other rights or interests in such security or
securities.
"Trust Receipt" shall mean evidence of receipt, identification, and recording, including a written
or electronically transmitted advice or confirmation of transaction or statement of account. Each advice
or confirmation of transaction shall identify the specific securities which are the subject of the
transaction. If available, statements of account may be provided by the Bank or the Custodian at least
once each month and when reasonably requested by the Depositor, and must identify all Eligible
Collateral in the Account and its Market Value.
"Uninsured Deposits" shall mean that portion of the daily ledger balance (amount of funds plus
the amount of any accrued interest on the funds) of Depositor's Deposits with Bank which exceeds the
standard maximum deposit insurance amount ( "SMDIA ") of the Federal Deposit Insurance Corporation
( "FDIC ").
"Written Instructions" shall mean written communications actually received by Bank or
Custodian from an Authorized Person or from a person reasonably believed by Bank or Custodian to be
an Authorized Person by a computer, telex, telecopier, or any other system whereby the receiver of such
communications is able to verify by codes or otherwise with a reasonable degree of certainty the identity
of the sender of such communication.
2. Security Requirement
(a) The Bank, to secure the timely payment of Uninsured Deposits made by Depositor, has
deposited with Custodian certain Securities as more fully described in the initial confirmation or Trust
Receipt of such deposit delivered by Custodian to Bank and Depositor respectively. Pursuant to the
Code, the Custodian shall act as a bailee or agent of the Depositor and, to the extent not inconsistent with
such duties, shall hold Securities as a securities intermediary (as such term is defined in Chapter 8 of the
Code) in accordance with the provisions of this Agreement, the Depository Agreement, and of any
agreement entered into with the Custodian further governing the provision of Security by the Bank for
Uninsured Deposits.
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT FEBRUARY 2010)
(b) (i) To secure the timely payment of Uninsured Deposits made by Depositor with Bank,
Bank agrees to deliver or cause to be delivered to Custodian for transfer to the Account,
Eligible Collateral having a Market Value equal or greater than the Collateral
Requirement.
(ii) If the Market Value of such Eligible Collateral on any Business Day is less than the
Collateral Requirement for such day, the Bank shall be required to deliver additional
Eligible Collateral having a Market Value equal to or greater than such deficiency as
soon as possible but no later than the close of business of Custodian on the Business Day
on which Bank determined such deficiency. If on any Business Day, the aggregate
Market Value of the Eligible Collateral provided pursuant to this Agreement exceeds the
Collateral Requirement for such day, Custodian shall, at the direction of Bank and with
the approval of the Authorized Person acting on behalf of the Depositor, transfer from
the Account to or for the benefit of Bank, Eligible Collateral having a Market Value no
greater than such excess amount.
(iii) When additional Eligible Collateral is required to cover incremental Deposits, the
Bank must receive the request for collateral one (1) Business Day prior to the Business
Day the incremental Deposits are received, and the Bank shall be required to deliver
additional Eligible Collateral having a Market Value equal to or greater than the
deficiency on the Business Day the incremental Deposits are received.
(c) For any changes made to the Eligible Collateral held in the Account due to releases,
substitutions, or additions of Eligible Collateral, the Custodian shall update its records of the Account
accordingly as soon as possible and promptly issue a Trust Receipt to the Depositor and the Bank.
(d) The Bank shall be entitled to income on Securities held by the Custodian in the Account,
and the Custodian may dispose of such income as directed by Bank without approval of the Depositor, to
the extent such income is not needed to meet the Collateral Requirement.
3. Custody of Securities The parties agree that all Securities held in the Account shall be treated
as financial assets. For purposes of the Code, the security interest granted by Bank in the Eligible
Collateral and Proceeds for the benefit of the Depositor is created, attaches, and is perfected for all
purposes under Texas law from the time Custodian identifies the pledge of any Eligible Collateral or
Proceeds to the Depositor and issues a Trust Receipt to the Depositor for such Eligible Collateral or
Proceeds. The security interest of the Depositor in Securities and all Proceeds shall terminate upon the
transfer of such Securities or Proceeds from the Account.
4. Delivery of Securities Bank and Depositor agree that Securities and Proceeds delivered to or
received by Custodian for deposit in the Account may be in the form of credits to the accounts of
Custodian in the Book Entry System. Bank and Depositor authorize Custodian on a continuous and
ongoing basis to deposit in the Book Entry System all Securities and Proceeds that may be deposited
therein and to utilize the Book Entry System in connection with its performance under this Agreement.
Securities and Proceeds credited to the Account and deposited in the Book Entry System will be
represented in accounts that include only assets held by Custodian or its agent(s) for third parties,
including but not limited to accounts in which assets are held in a fiduciary, agency, or representative
capacity.
The Bank acknowledges that to the extent permitted by law, the records of the Bank and /or the
Custodian with respect to the pledge of Eligible Collateral as described in this Agreement: (a) may be
inspected by the Depositor or by the Texas Comptroller of Public Accounts (the "Comptroller "), at any
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (FEBRUARY 2010)
time during regular business hours of the Bank or the Custodian; (b) such records may be subject to audit
or inspection at any time pursuant to Sections 2257.025 and 2257.061 of the Texas Government Code, as
amended; and (c) reports must be filed by the Custodian with the Comptroller when requested by the
Comptroller.
5. Collection of Securities If Depositor certifies in writing to Custodian that (a) Bank is in default
under any underlying pledge or security agreement between Depositor and Bank, including the
Depository Agreement and (b) Depositor has satisfied any notice or other requirement to which
Depositor is subject pursuant to the Depository Agreement, then Depositor may give Custodian Written
Instructions (x) to transfer specific amounts and issues of Securities held in the Account and, if
applicable, specific amounts of the Proceeds held in the Account which have not previously been
released to Bank, to designated accounts of Depositor and (y) to cease releasing to an account of Bank
any Proceeds reflecting interest and principal on Securities in the Account as provided in Section 2(d).
6. Representation and Warranties
(a) R of Bank Bank represents and warrants, which representations and
warranties shall be deemed to be continuing, that:
(i) the Board of Directors of the Bank has authorized the Bank to enter into this
Agreement, and such authorization is reflected in the approving resolution of the Bank's
Board of Directors and in the minutes of the meeting of the Board of Directors at which
this Agreement was approved, and this Agreement has been legally and validly entered
into and is enforceable against Bank in accordance with its terms;
(ii) this Agreement and the pledge of Eligible Collateral under this Agreement do
not violate or contravene the terms of the Bank's charter documents, by -laws, or any
agreement or instrument binding on the Bank or its property, or any statute or regulation
applicable to the Bank;
(iii) the Bank has entered into this Agreement and the Depository Agreement (A) in
the ordinary course of business, (B) in good faith and on an arm's - length basis with the
Depositor, (C) not in contemplation of bankruptcy or insolvency, and (D) without intent
to hinder, delay, or defraud the Bank's creditors;
(iv) a copy of each of (A) this Agreement, (B) the Depository Agreement, and (C) the
resolution of the Board of Directors of the Bank approving this Agreement and the
minutes of the meeting of the Board of Directors at which this Agreement was approved,
have been placed (and will be continuously maintained) in the official records of the
Bank;
(v) the Bank is sole legal and actual owner of the Securities or of beneficial interests
in Securities deposited in the Account, free of all security interests or other
encumbrances, except the security interest created by this Agreement;
(vi) this Agreement was executed by an officer of Bank who was authorized by the
Bank's Board of Directors to do so;
(vii) the Bank is a bank or trust company duly authorized to do business in the State
of Texas; and
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (FEBRUARY 2010) 4
(viii) all acts, conditions, and things required to exist, happen, or to be performed on
its part precedent to and in the execution and delivery of this Agreement by it exist or
have happened or have been performed.
(b) Representations of Depositor Depositor represents and warrants, which representations
and warranties shall be deemed to be continuing, that:
(i) this Agreement has been legally and validly entered into, has been approved by
the Depositor's governing body, and does not and will not violate any statute or
regulation applicable to it and is enforceable against Depositor in accordance with its
terms;
(ii) the appointment of Custodian has been duly authorized by Depositor and this
Agreement was executed by an officer of Depositor duly authorized to do so;
(iii) (A) all Securities identified on the Schedule of Eligible Collateral, attached
hereto as Exhibit A, may be used to secure Depositor's Uninsured Deposits under
applicable statutes and regulations, (B) the Collateral Requirement meets the
requirements of such applicable statutes and regulations, (C) the governing board of
Depositor has approved a collateral policy which authorizes all such Securities to be
used as Eligible Collateral, and (D) such collateral policy complies with all applicable
statutes and regulations;
(iv) it will not sell, transfer, assign, convey, pledge, or otherwise dispose in whole or
in part its interests in or the rights with respect to any Securities deposited in the
Account, or the Proceeds of such Securities, except as permitted in Section 5 of this
Agreement;
(v) all acts, conditions, and things required to exist, happen, or to be performed on
its part precedent to and in the execution and delivery of this Agreement exist or have
happened or have been performed;
(vi) Depositor will comply with the terms of any other agreements it may have with
the Bank in connection with this Agreement; and
(vii) In the event Depositor requests any financial services from the Bank other than
depository services, the Depositor shall provide the Bank with a copy of the Depositor's
current investment policy.
7. Continuing Agreement This Agreement shall continue and remain in full force and effect and
shall be binding upon the Bank and its successors and assigns until such time as (a) all Deposits have
been paid in full to the Depositor or otherwise paid as instructed by the Depositor, and (b) the Depository
Agreement is no longer in effect.
8. Rights and Remedies of the Depositor The Depositor's rights and remedies with respect to the
Collateral shall be those of a secured party under the Code and under any other applicable law, as the
same may from time to time be in effect, in addition to those rights granted in this Agreement, in the
Depository Agreement, and in any other agreement in effect between the Bank and the Depositor. The
Depositor agrees to provide the Bank and the Custodian with reasonable notice of the sale, disposition, or
other intended action subject to the provisions of this Agreement in connection with the Collateral,
whether required by the Code or otherwise.
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (FEBRUARY 2010) 5
9. Application of Proceeds by the Depositor In the event the Depositor sells or otherwise
disposes of the Collateral in the course of exercising the remedies provided for in Section 5 above and in
the Depository Agreement, any amounts held, realized, or received by the Depositor pursuant to the
provisions of this Agreement, including the proceeds of the sale, in whole or in part, of any of the
Collateral, shall be applied by the Depositor first toward the payment of any costs and expenses incurred
by the Depositor in enforcing this Agreement, in realizing on or protecting any Collateral and in
enforcing or collecting any Deposits, including attorneys' fees, and then toward payment of the Deposits
in such order or manner as the Depositor may elect. Any Collateral remaining after such application and
after payment to the Depositor of all the Deposits in full shall be paid or delivered to the Bank, its
successors or assigns, or as a court of competent jurisdiction may direct.
10. Notices Any communication, notice, or demand to be given under this Agreement shall be duly
given when delivered in writing or sent by telex or facsimile to a party at its address indicated below.
If to the Depositor, at: Jennifer Miller, Director of Finance
City of Coppell
P.O. Box 9478
Coppell, TX 75019
If to the Bank, at: Ms. Donna Easterling
Assistant Vice President
Frost National Bank
P. O. Box 1600
San Antonio, TX 78296
11. Miscellaneous
(a) Updating Certificate of Authorized Persons Depositor agrees to furnish to Bank a new
and updated "Certificate of Authorized Persons" substantially in the form of Exhibit B, attached hereto,
or in similar form as Bank may require, within a reasonable amount of time after there are additions or
deletions to list of Authorized Persons authorized to act on behalf of the Depositor.
(b) Invalidity; Severability If any clause or provision of this Agreement is for any reason
held to be invalid, illegal or unenforceable, such holding shall not affect the validity, legality or
enforceability of the remaining clauses or provisions of this Agreement.
(c) Amendment This Agreement may not be amended or modified in any manner except by
written agreement executed by all of the parties.
(d) Assignment and Binding Effect The Depositor may not assign all or any part of its
rights or obligations under the Agreement without the Bank's prior express written consent, which may
be withheld in the Bank's sole discretion. The Bank may assign or delegate all or any part of its rights or
obligations under the Agreement, including, without limitation, the performance of the services described
herein. The Agreement will be binding on and inure to the benefit of the successors and permitted
assigns of either party.
(e) Governing Law; Venue This Agreement shall be construed in accordance with the
substantive laws of the State of Texas, without regard to conflicts of law principles thereof. Bank and
Depositor hereby consent to the non - exclusive jurisdiction of a state or federal court situated in Bexar
County, Texas, in connection with any dispute arising hereunder. Bank and Depositor hereby
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (FEBRUARY 2010)
irrevocably waive, to the fullest extent permitted by applicable law, any objection which it may now or
hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that
such proceeding brought in such a court has been brought in an inconvenient forum. Bank and Depositor
each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or
relating to this Agreement.
(f) Liability of the Parties The Bank's and Depositor's duties and responsibilities to each
other are limited as set forth in this Agreement, except with respect to any provisions of the law which
cannot be varied or waived by agreement. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, NEITHER BANK NOR DEPOSITOR WILL BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED
PROFITS) OR FOR ANY INDIRECT LOSS THAT THE OTHER PARTY MAY INCUR OR
SUFFER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER (EVEN IF
SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES),
INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES.
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT FEBRUARY 2010) 7
IN WITNESS WHEREOF, the Bank and Depositor have caused this Agreement to be duly
executed as of the o47 day of ZAW u A-0 1. :;2-6 1 / .
THE FROST NATIONAL BANK, N.A.
By
Name: om ost III
Title: Senior Executive Vice President
Dated:
DEPOSITOR ACCEPTS AND AGREES
as of 3 , 2010
CITY OF COPPELL, TEXAS
By
�W,40,
Name/tlay Philli
Title: City Manager
EXHIBIT A
Schedule of Eligible Collateral
Eligible Collateral
All funds on deposit under the provisions of this agreement shall be continuously secured in accordance with the Texas
Public Funds Collateral Act, Chapter 2257 of the Texas Government Code.
The following securities are approved as collateral for the City of Coppell funds:
1. United States Treasury Notes, Bills, Bonds or obligations fully and unconditionally guaranteed as to principal
and interest by the full faith and credit of the United States.
2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, or the Federal
National Mortgage Association.
3. Obligations of the Government National Mortgage Association.
4. Direct obligations of this State or its agencies or instrumentalities.
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (FEBRUARY 2010) A-1
EXHIBIT B
CERTIFICATE OF AUTHORIZED PERSONS
City of Coppell
The undersigned hereby certifies that he is the duly authorized City Manager of the City of
Coppell (the 'Depositor "), and further certifies that the following officers or employees of the Depositor
have been duly authorized in conformity with the approval of the Depositor's governing body to deliver
Written Instructions to The Federal Reserve Bank and/or Federal Home Loan Bank ( "Custodian ") pursuant
to the Security Agreement between Depositor and the Bank dated and that the
signatures appearing opposite their names are true and correct:
Jennifer Miller
Name
Chad Beach
Name
Name
Name
Name
file.
Title
Signature
Signature
This certificate supersedes any certificate of authorized individuals you may currently have on
[seal]
Title: City Manager
Date:
Director of Finance
Title
Asst. Director of Finance
Title
Title
Title
f
4 igr nature
Signature
Signature
FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (FEBRUARY 2010) B-1