HomeMy WebLinkAboutContract 57771 CSC No. 57771
It'ORTWORTHO
SERVICES AGREEMENT
This SERVICES AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH("City"), a Texas home rule municipal corporation, acting by and through its
duly authorized Assistant City Manager, and Wells Fargo Bank,N.A. ("Wells Fargo"), a national banking
association acting by and through its duly authorized representative, each individually referred to as a
"party"and collectively referred to as the "parties."
WHEREAS, the City has established a Permanent Fund with funds generated from royalties and
other revenues from the City's gas and oil mineral assets;
WHEREAS, City policy requires a portion of the City's gas-related revenues to be invested in a
trust and Wells Fargo has served as the trustee for the trust since 2013;
WHEREAS, the final renewal of the City's contract with Wells Fargo for the trust management
services will expire April 13, 2022;
WHEREAS,the City issued a new request for qualification for management and investment of the
trust and Wells Fargo was determined to be the best evaluated form for trust management services; and
WHEREAS, the purpose of this Agreement is to establish the terms and conditions pursuant to
which Wells Fargo will provide the services.
This Agreement includes the following documents and attachments which shall be construed in the order
of precedence in which they are listed:
a) Exhibit Z—Trust Agreement executed June 10, 2013 and as amended
b) Exhibit A - Scope of Services
c) Exhibit B -Prompt Payment Act
d) Exhibit C-Fee Schedule
To the extent anything in this Agreement conflicts with the Trust Agreement, the terms of the Trust
Agreement shall govern.
1. Scope of Services.To provide trustee,investment and asset management services for funds
placed into the Permanent Fund by the City("Services"),which are set forth in more detail in Exhibit"A,"
attached hereto and incorporated herein for all purposes.
2, Term. The initial term of this Agreement is for five year(s), beginning on April 14, 2022
("Effective Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). City will
have the option, in its sole discretion,to renew this Agreement under the same terms and conditions, for up
to two two-year renewal option(s) (each a"Renewal Term"),
OFFICIAL RECORD
CITY SECRETARY
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3. Compensation.
3.1 Wells Fargo's compensation for services associated with the Permanent Fund will
be determined using a 15% discount off of the Fee Schedule included in Exhibit C from April 1,
2022 to March 31, 2024. The discount will be reduced to 10% from April 1, 2024 to March 31,
2027,and effective April 1,2027,the discount will be removed.Payment shall be made in the form
of a debit from the Permanent Fund on a monthly, pro-rated, per-dollar basis with each Fund (as
defined in the Trust Agreement(Exhibit Z)being debited according to its relative percentage of the
total combined amount in all Funds during the preceding month, Wells Fargo shall document the
debiting of the fee in its statements to the City,
3,2 Total compensation under this Agreement will not exceed$245,000.00 annually.
3.3 City will pay Wells Fargo in accordance with the Prompt Payment Act (Chapter
2251 of the Texas Government Code)and provisions of this Agreement,including Exhibit B,which
is attached hereto and incorporated herein for all purposes.
3.4 Wells Fargo will not perform any additional services or bill for expenses incurred
for City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Wells Fargo not
specified by this Agreement unless City first approves such expenses in writing,
4. Termination.
4.1. Written Notice, City or Wells Fargo may terminate this Agreement at any time
and for any reason by providing the other party with 30 days' written notice of termination.
4.2 Nan-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Wells
Fargo of such occurrence and this Agreement will terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have. been
appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Wells Fargo for services actually rendered
up to the effective date of termination and Wells Fargo will continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Wells Fargo will provide City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Wells
Fargo has received access to City Information or data as a requirement to perform services
hereunder, Wells Fargo will return all City provided data to City in a machine readable format or
other format deemed acceptable to City,
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Wells Fargo hereby warrants to City that Wells Fargo has
made full disclosure in writing of any existing or potential conflicts of interest related to Wells
Fargo's services under this Agreement. In the event that any conflicts of interest arise after the
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Effective Date of this Agreement, Wells Fargo hereby agrees immediately to make full disclosure
to City in writing.
5.2 Confidential Information, Wells Fargo, for itself and its officers, agents and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Wells Fargo,It will be the responsibility of Wells Fargo to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City, but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Wells Fargo must store and maintain City Information in a
secure manner and will not allow unauthorized users to access,modify,delete or otherwise corrupt
City Information in any way. Wells Fargo must notify City immediately if the security or integrity
of any City Information has been compromised or is believed to have been compromised, in which
event, Wells Fargo will, in good faith, use all commercially reasonable efforts to cooperate with
City in identifying what information has been accessed by unauthorized means and will fully
cooperate with City to protect such City Infori-nation from further unauthorized disclosure.
6. Riaht to Audit. Wells Fargo agrees that City will, until the expiration of three (3) years
after final payment under this Agreement, or the final conclusion of any audit commenced during the said
three years, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records, of Wells Fargo
involving transactions relating to this Agreement at no additional cost to City. City will give Wells Fargo
reasonable advance notice of intended audits.
7. Independent Contractor, It is expressly understood and agreed that Wells Fargo will
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement,Wells Fargo will have the exclusive right to control the details
of its operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, Wells Fargos, and subcontractors. Wells Fargo acknowledges that the doctrine of
respondeat superior will not apply as between City, its officers,agents, servants and employees,and Wells
Fargo, its officers,agents,employees,servants,contractors,and subcontractors. Wells Fargo further agrees
that nothing herein will be construed as the creation of a partnership or joint enterprise between City and
Wells Fargo. It is further understood that City will in no way be considered a Co-employer or a Joint
employer of Wells Fargo or any officers, agents, servants, employees, contractors, or subcontractors,
Neither Wells Fargo,nor any officers, agents, servants, employees, contractors,or subcontractors of Wells
Fargo will be entitled to any employment benefits from City. Wells Fargo will be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees, or contractors.
8. Assignment and Subcontracting.
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8.1 Assignment. Wells Fargo will not assign] or subcontract any of its duties,
obligations or rights under this Agreement without the prior written consent of City. If City grants
consent to an assignment,the assignee will execute a written agreement with City and Wells Fargo
under which the assignee agrees to be bound by the duties and obligations of Wells Fargo under
this Agreement. Wells Fargo will be liable for all obligations of Wells Fargo under this Agreement
prior to the effective date of the assignment.
8,2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Wells Fargo referencing this Agreement under which subcontractor
agrees to be bound by the duties and obligations of Wells Fargo under this Agreement as such
duties and obligations may apply. Wells Fargo must provide City with a fully executed copy of any
such subcontract.
9. Insurance. Wells Fargo must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
9.1 Coverage and Limits
(a) Professional Liability(Errors &Omissions):❑:Applicable❑NIA
$1,000,000- Each Claim Limit
$1,000,000-' Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements,
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
9.2 General Requirements
(a) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(b) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
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10. Compliance with Laws Ordinances Rules and Regulations. Wells Fargo agrees that
in the performance of its obligations hereunder, it will comply with all applicable federal, state and local
laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement
will also comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City
notifies Wells Fargo of any violation of such laws, ordinances, rules or regulations, Wells Fargo must
immediately desist from and correct the violation.
11. Non-Discrimination Covenant. Wells Fargo, for itself, its personal representatives,
assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of Wells Fargo's duties and obligations hereunder, it will not discriminate in the
treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY
CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY WELLS FARGO, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, WELLS FARGO
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
12. Notices, Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other pally, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail, registered,return receipt requested,
addressed as follows:
To CITY: To WELLS FARGO:
City of Fort Worth Wells Fargo Bank,N.A.
Attn: Assistant City Manager Attn: Trust Department
200 Texas Street 201 Main Street, Suite 402
Fort Worth,TX 76102-6314 Fort Worth,TX 76102
Facsimile: (817)392-8654 Facsimile: (817)334-7157
With copy to Fort Worth City Attorney's Office at
same address
13. Solicitation of Employees. Neither City nor Wells Fargo will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either patty who responds
to a general solicitation of advertisement of employment by either party.
14, Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
15. No Waiver. The failure of City or Wells Fargo to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's
or Wells Fargo's respective right to insist upon appropriate performance or to assert any such right on any 1
future occasion.
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16. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
17. Severabilily. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
18. Force Maieure. City and Wells Fargo will exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement,but will not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control, including,
but not limited to,compliance with any government law, ordinance, or regulation; acts of God; acts of the
public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government
action or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court,board, department, commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during'the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Patty's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion,The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
19. Headin s not Controllin . Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a pant of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
20. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
21, Amendments /Modifications /Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
22. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
23. Warranty of Services. Wells Fargo warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Wells
Fargo's option, Wells Fargo will either(a) use commercially reasonable efforts to re-perform the services
in a manner that conforms with the warranty, or (b) refund the fees paid by City to Wells Fargo for the
nonconforming services.
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24, Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Wells Fargo.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
25. Change in Company Name or Ownership. Wells Fargo must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Wells Fargo or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change,copy of the
board of director's resolution approving the action,or an executed merger or acquisition agreement. Failure
to provide the specified documentation so may adversely impact future invoice payments.
26, No Boycott of Israel. If Wells Fargo has fewer than 10 employees or this Agreement
is for less than $100,000,this section does not apply. Wells Fargo acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas
Government Code. By signing this Agreement, Wells Fargo certifies that Wells Fargo's signature
provides written verification to the City that Wells Fargo: (1)does not boycott Israel;and (2)will not
boycott Israel during the term of the Agreement.
27. Prohibition on Boycotting Energy Companies. Wells Fargo acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R,S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Wells Fargo certifies that Wells Fargo's signature provides written verification to the City that
Wells Fargo: (1)does not boycott energy companies; and (2)will not boycott energy companies during the
term of this Agreement.
28. Prohibition on Discrimination A ainst Firearm and Ammunition Industries. Wells
Fargo acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg,,R.S., SR 19, § 1,the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association, The terms"discriminate,""firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Wells Fargo
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certifies that Wells Fargo's signature provides written verification to the City that Wells Fargo: (1) does
not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate against a firearm entity or firearm trade association during the
term of this Agreement.
29, Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
30, Entirety of A regiment. This Agreement contains the entire understanding and agreement
between City and Wells Fargo, their assigns and successors in interest, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement.
(signature page follows)
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples,
City: Wells Fargo:
By: Reginald reno(Jul 5,202209:09CDT) By, I k1111A
Name: Reginald Zeno Name: Alicia Manning
Title: Assistant City Manager Title: Vice President
Date: Jul 5, 2022 Date: WU 24
FOR CITY OF FORT WORTH INTERNAL PROCESSES;
Approval Recommended: Contract Compliance Manager;
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: �0 , `��" performance and reporting requirements,
Name: [Anthony Rousseau
Title; Acting Chief Financial Officer
By: (SL
Approved as to Form and Legality; Name: John Samford
Title: Assistant Finance Director&City
Treasurer
By:
Name; Taylor Paris City Secretary: �pF°FORr�aa
00000
Title: Assistant City Attorney �°°
0 °o���
~o gild
9a .r�ette S �owdA& o S 0 Z�
Contract Authorization: By: Jannette S.Goodall(Ju 5,202210:55 CDT) a 0 p
M&C: 22-0212 Name: Jannette Goodall d� °°°°°°°°°°°O p
Form 1295:N/A Title: City Secretary aa�?"Aix 0-4p
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
Provide trust management services for the Fort Worth Permanent Fund Trust including discretionary
investment management of the trust assets. Trust management and investment services will be provided in
accordance with the City's Fort Worth Permanent Fund Invest Policy and Strategy as specified in the
Trust Services R)~Q and as otherwise directed by the City,
Prudent financial management of the trust property, quarterly performance reviews, investment policy
evaluation and presentations to the City Council if requested. All Permanent Fund investment activities
shall be conducted in full compliance with applicable City ordinances as well as state and federal
regulations. Statutory regulations generally applicable to the investment of public funds in Texas are
found in the Public Funds Investment Act, Chapter 2256, Texas Government Code(the"Act"),with a
specific provision applicable solely to municipal funds for the management and development of mineral
rights found in Sec. 2256.0202 of the Act, which incorporates by reference The Texas Trust Code
(Subtitle B,Title 9,Property Code). All investments of monies in the Permanent Fund will be made in
accordance with these statutes and the more restrictive Permanent Fund Investment Policy.
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EXHIBIT C
FEESCHEDULE
Portfolio Tiers Annual Rate
First$20,000,000 0.45%
Next$30,000,000 0.25%
Next$50,000,000 0,15%
Over$100,000,000 0.10%
The account will receive a 15% fee discount from the standard market value fees from April 1,
2022 to March 31,2024,the discount will be reduced to 10% from April 1,2024 to March 31,2027.
Effective April 1,2027,the discount will be removed. These discounts will be applied to the Annual
Fees calculated pursuant to the new Fee Schedule mentioned above.
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4/13/22, 1:28 PM GOVERNMENT CODE CHAPTER 2251.PAYMENT FOR GOODS AND SERVICES Exhibit B
GOVERNMENT CODE
TITLE 10 . GENERAL GOVERNMENT
SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT
CHAPTER 2251 . PAYMENT FOR GOODS AND SERVICES
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 2251 . 001 . DEFINITIONS . Except as otherwise provided by this
chapter, in this chapter:
(1) "Distribution date" means :
(A) if no payment law prohibits the comptroller from issuing
a warrant, the date the comptroller makes the warrant available :
(i) for mailing directly to its payee under Section
2155 . 382 (c) ; or
(ii) to the state agency that requested issuance of the
warrant;
(B) if no payment law prohibits the comptroller from
initiating an electronic funds transfer, the date the comptroller initiates
the transfer;
(C) if a payment law prohibits the comptroller from issuing a
warrant, the date the comptroller would have made the warrant available, in
the absence of the payment law:
(i) for mailing directly to its payee under Section
2155 . 382 (c) ; or
(ii) to the state agency that requested issuance of the
warrant; or
(D) if a payment law prohibits the comptroller from
initiating an electronic funds transfer, the date the comptroller would
have made the warrant prepared under Section 403 . 0552 (b) available, in the
absence of the payment law:
(i) for mailing directly to its payee under Section
2155 . 382 (c) ; or
(ii) to the state agency that requested initiation of
the transfer.
(2) "Goods" includes supplies, materials, or equipment .
(3) "Governmental entity" means a state agency or political
subdivision of this state .
(4) "Payment" means money owed to a vendor.
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(5) "Payment law" means :
(A) Section 57 . 48 or 57 . 482, Education Code;
(B) Section 231 . 007, Family Code;
(C) Section 403 . 055 or 2107 . 008; or
(D) any similar statute .
(6) "Political subdivision" means :
(A) a county;
(B) a municipality;
(C) a public school district; or
(D) a special-purpose district or authority.
(7) "Service" includes gas and water utility service .
(8) "State agency" means :
(A) a board, commission, department, office, or other agency
in the executive branch of state government that is created by the
constitution or a statute of this state, including a river authority and an
institution of higher education as defined by Section 61 . 003, Education
Code;
(B) the legislature or a legislative agency; or
(C) the Supreme Court of Texas, the Court of Criminal Appeals
of Texas, a court of appeals, a state judicial agency, or the State Bar of
Texas .
(9) "Subcontractor" means a person who contracts with a vendor to
work or contribute toward completing work for a governmental entity. The
term does not include a state agency. The term includes an officer or
employee of a state agency when the officer or employee contracts with a
vendor in a private capacity.
(10) "Vendor" means a person who supplies goods or a service to a
governmental entity or another person directed by the entity. The term
does not include a state agency, except for Texas Correctional Industries .
The term includes an officer or employee of a state agency when acting in a
private capacity to supply goods or a service.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by Acts 1995, 74th Leg. , ch. 76, Sec. 5 . 40 (a) , eff. Sept. 1, 1995;
Acts 1999, 76th Leg. , ch. 1188, Sec. 1 . 41, eff. Sept. 1, 1999; Acts 2001,
77th Leg. , ch. 1158, Sec. 60, eff. June 15, 2001 .
Sec. 2251 . 002 . EXCEPTIONS . (a) Except as provided by Subchapter D,
Subchapter B does not apply to a payment made by a governmental entity,
vendor, or subcontractor if:
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(1) there is a bona fide dispute between the political
subdivision and a vendor, contractor, subcontractor, or supplier about the
goods delivered or the service performed that causes the payment to be
late;
(2) there is a bona fide dispute between a vendor and a
subcontractor or between a subcontractor and its supplier about the goods
delivered or the service performed that causes the payment to be late;
(3) the terms of a federal contract, grant, regulation, or
statute prevent the governmental entity from making a timely payment with
federal funds; or
(4) the invoice is not mailed to the person to whom it is
addressed in strict accordance with any instruction on the purchase order
relating to the payment .
(b) This chapter does not affect Chapter 2253 .
(c) Repealed by Acts 2001, 77th Leg. , ch. 1158, Sec. 94 (4) , eff. June
15, 2001 .
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by Acts 1995, 74th Leg. , ch. 76, Sec. 5 . 41 (a) , eff. Sept. 1, 1995;
Acts 2001, 77th Leg. , ch. 1158, Sec. 61, eff. June 15, 2001; Acts 2001,
77th Leg. , ch. 1158, Sec. 94 (4) , eff. June 15, 2001; Acts 2003, 78th Leg. ,
ch. 286, Sec. 1, eff. Sept. 1, 2003 .
Sec. 2251 . 003 . RULES . The comptroller shall establish procedures and
adopt rules to administer this chapter. Before adopting a rule under this
section, the comptroller must conduct a public hearing regarding the
proposed rule regardless of whether the requirements of Section 2001 . 029 (b)
are met.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by Acts 2001, 77th Leg. , ch. 1158, Sec. 62, eff. June 15, 2001 .
Amended by:
Acts 2007, 80th Leg. , R. S . , Ch. 937 (H.B. 3560) , Sec. 1 . 73, eff.
September 1, 2007 .
Sec. 2251 . 004 . WAIVER. A person may not waive any right or remedy
granted by this chapter. A purported waiver of any right or remedy granted
by this chapter is void.
Added by Acts 2003, 78th Leg. , ch. 286, Sec. 2, eff. Sept. 1, 2003 .
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SUBCHAPTER B. PAYMENTS AND INTEREST
Sec. 2251 . 021 . TIME FOR PAYMENT BY GOVERNMENTAL ENTITY. (a) Except
as otherwise provided by this section, a payment by a governmental entity
under a contract executed on or after September 1, 1987, is overdue on the
31st day after the later of:
(1) the date the governmental entity receives the goods under the
contract;
(2) the date the performance of the service under the contract is
completed; or
(3) the date the governmental entity receives an invoice for the
goods or service.
(b) A payment under a contract executed on or after September 1,
1993, owed by a political subdivision whose governing body meets only once
a month or less frequently is overdue on the 46th day after the later event
described by Subsections (a) (1) through (3) .
(b-1) A payment under a contract for legal services described by
Section 402 . 0212 owed by a state agency is overdue on the 46th day after
the date the agency receives an invoice for the legal services .
(c) For a contract executed on or after July 1, 1986, and before
September 1, 1987, a payment by a governmental entity under that contract
is overdue on the 46th day after the later event described by Subsections
(a) (1) through (3) .
(d) For purposes of this section, the renewal, amendment, or
extension of a contract executed on or before September 1, 1993, is
considered to be the execution of a new contract.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by Acts 1995, 74th Leg. , ch. 76, Sec. 5 . 42 (a) , eff. Sept. 1, 1995;
Acts 2001, 77th Leg. , ch. 1158, Sec. 63, eff. June 15, 2001 .
Amended by:
Acts 2019, 86th Leg. , R. S . , Ch. 399 (S .B. 1370) , Sec. 2, eff.
September 1, 2019 .
Sec. 2251 . 022 . TIME FOR PAYMENT BY VENDOR. (a) A vendor who
receives a payment from a governmental entity shall pay a subcontractor the
appropriate share of the payment not later than the loth day after the date
the vendor receives the payment.
(b) The appropriate share is overdue on the llth day after the date
the vendor receives the payment.
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Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Sec. 2251 . 023 . TIME FOR PAYMENT BY SUBCONTRACTOR. (a) A
subcontractor who receives a payment from a vendor shall pay a person who
supplies goods or a service for which the payment is made the appropriate
share of the payment not later than the loth day after the date the
subcontractor receives the payment.
(b) The appropriate share is overdue on the llth day after the date
the subcontractor receives the payment.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Sec. 2251 . 024 . MAILING OF PAYMENT. A payment is considered to be
mailed on the date the payment is postmarked.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Sec. 2251 . 025 . INTEREST ON OVERDUE PAYMENT. (a) A payment begins to
accrue interest on the date the payment becomes overdue.
(b) The rate of interest that accrues on an overdue payment is the
rate in effect on September 1 of the fiscal year in which the payment
becomes overdue. The rate in effect on September 1 is equal to the sum of:
(1) one percent; and
(2) the prime rate as published in the Wall Street Journal on the
first day of July of the preceding fiscal year that does not fall on a
Saturday or Sunday.
(c) Interest on an overdue payment stops accruing on the date the
governmental entity or vendor mails or electronically transmits the
payment. In this subsection, "governmental entity" does not include a
state agency.
(d) This subsection applies only if the comptroller is not
responsible for issuing a warrant or initiating an electronic funds
transfer to pay the principal amount owed by a state agency to a vendor.
The accrual of interest on an overdue payment to the vendor:
(1) stops on the date the agency mails or electronically
transmits the payment; and
(2) is not suspended during any period that a payment law
prohibits the agency from paying the vendor.
(e) This subsection applies only if the comptroller is responsible
for issuing a warrant or initiating an electronic funds transfer to pay the
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principal amount owed by a state agency to a vendor. Interest on an
overdue payment to the vendor:
(1) stops accruing on its distribution date; and
(2) does not stop accruing during any period that a payment law
prohibits the comptroller from issuing the warrant or initiating the
transfer.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by Acts 2001, 77th Leg. , ch. 1158, Sec. 64, 65, 66, 67 (a) , eff.
June 15, 2001; Acts 2003, 78th Leg. , ch. 1310, Sec. 61, eff. July 1, 2004 .
Sec. 2251 . 026 . PAYMENT OF INTEREST BY STATE AGENCY. (a) A state
agency is liable for any interest that accrues on an overdue payment under
this chapter and shall pay the interest from funds appropriated or
otherwise available to the agency at the same time the principal is paid.
(b) The comptroller shall issue a warrant or initiate an electronic
funds transfer on behalf of a state agency to pay any interest that the
agency must pay under Subsection (a) if the comptroller is responsible for
issuing a warrant or initiating an electronic funds transfer to pay the
principal amount on behalf of the agency.
(c) The comptroller shall determine the amount of interest that
accrues on an overdue payment by a state agency under this chapter if the
comptroller is responsible for issuing a warrant or initiating an
electronic funds transfer to pay the principal amount on behalf of the
agency.
(d) A state agency shall determine the amount of interest that
accrues on an overdue payment by the agency under this chapter if the
comptroller is not responsible for issuing a warrant or initiating an
electronic funds transfer to pay the principal amount on behalf of the
agency.
(e) The comptroller or state agency shall submit the interest payment
with the net amount due for the goods or services .
(f) Neither the comptroller nor a state agency may require a vendor
to request payment of the interest that accrues under this chapter before
the interest is paid to the vendor.
(g) The comptroller may require a state agency to submit any
information the comptroller determines necessary to administer and comply
with Subsections (b) and (c) . The information must be submitted at the
time and in the manner required by the comptroller.
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(h) The comptroller may require a state agency to change its
accounting systems or procedure as the comptroller determines necessary to
administer and comply with Subsections (b) and (c) . Any changes must
conform with the comptroller' s requirements .
(i) The comptroller may establish procedures and adopt rules to
administer Subsections (b) , (c) , (g) , and (h) .
(j ) No interest accrues or may be paid under this section on a
payment if the total amount of interest that would otherwise have accrued
is equal to or less than $5 and the payment is made from the institutional
funds of an institution of higher education as defined by Section 61 . 003,
Education Code.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by Acts 1997, 75th Leg. , ch. 634, Sec. 3 (a) , eff. Sept. 1, 1999;
Acts 2001, 77th Leg. , ch. 118, Sec. 3 . 03, eff. Sept. 1, 2001; Acts 2001,
77th Leg. , ch. 1158, Sec. 68, eff. June 15, 2001 Acts 2003, 78th Leg. ,
ch. 1275, Sec. 2 (85) , eff. Sept. 1, 2003 .
Sec. 2251 . 027 . PAYMENT OF INTEREST BY POLITICAL SUBDIVISION. (a) A
political subdivision shall compute interest imposed on the political
subdivision under this chapter.
(b) The political subdivision shall pay the interest at the time
payment is made on the principal .
(c) The political subdivision shall submit the interest payment with
the net amount due for the goods or service .
(d) The political subdivision may not require a vendor to petition,
bill, or wait an additional day to receive the interest due .
(e) The political subdivision may not require a vendor or
subcontractor to agree to waive the vendor' s or subcontractor' s right to
interest under this chapter as a condition of the contract between the
parties .
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by Acts 1997, 75th Leg. , ch. 1254, Sec. 1, eff. Sept. 1, 1997;
Acts 2001, 77th Leg. , ch. 1158, Sec. 69, eff. June 15, 2001 .
Sec. 2251 . 028 . PAYMENT OF INTEREST BY VENDOR OR SUBCONTRACTOR. A
vendor or subcontractor shall pay interest as a payment is overdue .
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
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Sec. 2251 . 029 . PARTIAL PAYMENT. (a) The unpaid balance of a partial
payment made within the period provided by this chapter accrues interest as
provided by Section 2251 . 025 unless the balance is in dispute.
(b) Section 2251 . 042 applies to a disputed balance.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Sec. 2251 . 030 . PROMPT OR EARLY PAYMENT DISCOUNT. (a) The intent of
the legislature is that a governmental entity should take advantage of an
offer for an early payment discount. A state agency shall when possible
negotiate a prompt payment discount with a vendor.
(b) A governmental entity may not take an early payment discount a
vendor offers unless the governmental entity makes a full payment within
the discount period.
(c) If a governmental entity takes an early payment discount later,
the unpaid balance accrues interest beginning on the date the discount
offer expires .
(d) A state agency, when paying for the goods or service purchased
under an agreement that includes a prompt or early payment discount, shall
submit the necessary payment documents or information to the comptroller
sufficiently in advance of the prompt or early payment deadline to allow
the comptroller or the agency to pay the vendor in time to obtain the
discount.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by Acts 1999, 76th Leg. , ch. 1499, Sec. 1 . 35, eff. Sept. 1, 1999;
Acts 2001, 77th Leg. , ch. 1158, Sec. 70, eff. June 15, 2001 .
SUBCHAPTER C. CLAIMS AND DISPUTES
Sec. 2251 . 042 . DISPUTED PAYMENT. (a) A governmental entity shall
notify a vendor of an error or disputed amount in an invoice submitted for
payment by the vendor not later than the 21st day after the date the entity
receives the invoice, and shall include in such notice a detailed statement
of the amount of the invoice which is disputed.
(b) If a dispute is resolved in favor of the vendor, the vendor is
entitled to receive interest on the unpaid balance of the invoice submitted
by the vendor beginning on the date under Section 2251 . 021 that the payment
for the invoice is overdue.
(c) If a dispute is resolved in favor of the governmental entity, the
vendor shall submit a corrected invoice that must be paid in accordance
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with Section 2251 . 021 . The unpaid balance accrues interest as provided by
this chapter if the corrected invoice is not paid by the appropriate date.
(d) The governmental entity may withhold from payments required no
more than 110 percent of the disputed amount .
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
Amended by:
Acts 2021, 87th Leg. , R. S . , Ch. 319 (H.B. 1476) , Sec. 1, eff.
September 1, 2021 .
Sec. 2251 . 043 . ATTORNEY FEES . In a formal administrative or judicial
action to collect an invoice payment or interest due under this chapter,
the opposing party, which may be the governmental entity or the vendor,
shall pay the reasonable attorney fees of the prevailing party.
Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993 .
SUBCHAPTER D. REMEDY FOR NONPAYMENT
Sec. 2251 . 051 . VENDOR REMEDY FOR NONPAYMENT OF CONTRACT. (a) A
vendor may suspend performance required under a contract with a
governmental entity if:
(1) the governmental entity does not pay the vendor an undisputed
amount within the time limits provided by Subchapter B; and
(2) the vendor gives the governmental entity written notice:
(A) informing the governmental entity that payment has not
been received; and
(B) stating the intent of the vendor to suspend performance
for nonpayment.
(b) The vendor may not suspend performance under this section before
the later of:
(1) the loth day after the date the vendor gives notice under
Subsection (a) ; or
(2) the day specified by Section 2251 . 053 (b) .
(c) A vendor who suspends performance under this section is not:
(1) required to supply further labor, services, or materials
until the vendor is paid the amount provided for under this chapter, plus
costs for demobilization and remobilization; or
(2) responsible for damages resulting from suspending work if the
governmental entity with which the vendor has the contract has not notified
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the vendor in writing before performance is suspended that payment has been
made or that a bona fide dispute for payment exists .
(d) A notification under Subsection (c) (2) that a bona fide dispute
for payment exists must include a list of the specific reasons for
nonpayment. If a reason specified is that labor, services, or materials
provided by the vendor or the vendor' s subcontractor are not provided in
compliance with the contract, the vendor is entitled to a reasonable
opportunity to:
(1) cure the noncompliance of the listed items; or
(2) offer a reasonable amount to compensate for listed items for
which noncompliance cannot be promptly cured.
Added by Acts 2003, 78th Leg. , ch. 286, Sec. 3, eff. Sept. 1, 2003 .
Sec. 2251 . 052 . SUBCONTRACTOR REMEDY FOR VENDOR' S NONPAYMENT OF
CONTRACT. (a) A subcontractor of a vendor under a contract with a
governmental entity may suspend performance required under the contract
with the vendor if:
(1) the governmental entity with whom the subcontractor' s vendor
has a contract does not pay the vendor an undisputed amount within the time
limits provided by Subchapter B; or
(2) the governmental entity with whom the subcontractor' s vendor
has a contract has paid the vendor undisputed amounts and the vendor does
not pay the subcontractor an undisputed amount within the time limits
provided by Subchapter B.
(b) A subcontractor who suspends performance under Subsection (a)
must give the vendor written notice, a copy of which the subcontractor may
provide the governmental entity with whom the vendor has a contract:
(1) informing the vendor that payment has not been received; and
(2) stating the intent of the subcontractor to suspend
performance for nonpayment.
(c) The subcontractor may not suspend performance under this section
before the later of:
(1) the loth day after the date the subcontractor gives notice
under Subsection (b) ; or
(2) the date specified by Section 2251 . 053 (b) , if applicable.
(d) A subcontractor who suspends performance under this section is
not:
(1) required to supply further labor, services, or materials
until the subcontractor is paid the amount provided for under the contract,
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plus costs for demobilization and remobilization; or
(2) responsible for damages resulting from suspending work if the
vendor has not notified the subcontractor in writing before performance is
suspended that payment has been made or the governmental entity has
notified the vendor that a bona fide dispute for payment exists .
(e) A notification under Subsection (d) (2) that a bona fide dispute
for payment exists must include a list of the specific reasons for
nonpayment. If a reason specified is that labor, services, or materials
provided by the subcontractor are not provided in compliance with the
contract, the subcontractor is entitled to a reasonable opportunity to:
(1) cure the noncompliance of the listed items; or
(2) offer a reasonable amount to compensate for listed items for
which noncompliance cannot be promptly cured.
Added by Acts 2003, 78th Leg. , ch. 286, Sec. 3, eff. Sept. 1, 2003 .
Sec. 2251 . 053 . HIGHWAY-RELATED CONTRACTS . (a) This section applies
only to a contract entered into by the Texas Department of Transportation
for the construction or maintenance of a highway or a related facility.
(b) A vendor or subcontractor may not suspend performance under
Section 2251 . 051 or 2251 . 052 before the 20th day after the date :
(1) the vendor gives written notice under Section 2251 . 051 (a) ;
or
(2) the subcontractor gives written notice under Section
2251 . 052 (b) .
(c) A notice required under this subchapter and relating to a
contract described by Subsection (a) must be sent by certified mail to:
(1) the executive director of the Texas Department of
Transportation;
(2) the director of construction of the Texas Department of
Transportation; or
(3) the person designated in the contract as the person to whom
notices must be sent.
Added by Acts 2003, 78th Leg. , ch. 286, Sec. 3, eff. Sept. 1, 2003 .
Sec. 2251 . 054 . NOTICES . (a) This section applies only to a notice
or other written communication required by this subchapter.
(b) A notice or other written communication to a governmental entity
must be delivered to:
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(1) the person designated in the contract as the person to whom a
notice or other written communication must be sent; or
(2) if the contract does not designate a person to whom a notice
or other written communication must be sent, the executive director or
chief administrative officer of the governmental entity.
(c) Any notice or other written communication may be personally
delivered to a person described by Subsection (b) or the person' s agent,
regardless of any other manner of delivery prescribed by law.
(d) If a notice or other written communication is sent by certified
mail, the notice is effective on the date the notice or other written
communication is deposited in the United States mail .
(e) If a notice or other written communication is sent by electronic
means, the notice or other written communication is effective on the date
the person designated or entitled to receive the notice or other written
communication receives the notice or other written communication.
(f) If a notice or other written communication is received by the
person designated or entitled to receive the notice or other written
communication, the method of delivery of the notice or other written
communication is immaterial .
Added by Acts 2003, 78th Leg. , ch. 286, Sec. 3, eff. Sept. 1, 2003 .
Sec. 2251 . 055 . RIGHTS AND REMEDIES NOT EXCLUSIVE. The rights and
remedies provided by this subchapter are in addition to rights and remedies
provided by this chapter or other law.
Added by Acts 2003, 78th Leg. , ch. 286, Sec. 3, eff. Sept. 1, 2003 .
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EXHISff
Z
TRUST AGREEMENT
FOR
THE FORT WORTH PERMANENT FUND
This Trust Agreement (the "Agreement") is entered into by and between the City of Fort
Worth, a home rule municipal corporation of the State of Texas located within Tarrant, Denton,
Parker and Wise Counties, Texas, as Grantor (the "City"), and Wells Fargo Bank, N.A., as the
Trustee.
ARTICLE I
CREATION OF THE TRUST; PURPOSE AND INTENT
A. Creation of the Trust. In connection with the execution of this Agreement, the
City assigns certain property to Wells Fargo Bank, N.A., as Trustee. Trustee agrees to receive
and hold such assigned property and all other property which may hereafter be assigned to it as
Trustee of this trust (the "Trust"), and any income earned from the investment of such property,
pursuant to the provisions of this Agreement, provided, however, that the Trustee shall have the
right to refuse to accept property(other than United States currency) that the Trustee deems to be
unacceptable in the reasonable exercise of Trustee's discretion. This Trust will be known as
"The Fort Worth Permanent Fund." It shall be sufficient that it be referred to as such in any
other instrument.
B. Purpose and Intent. This Trust is to be administered solely for the benefit of the
City, subject to the additional restrictions and limitations set forth in this Agreement. The
purpose of this Trust is to enable prudent financial management of gas well revenues derived
from bonuses and royalties received from city-owned lands and other funds representative of
mineral revenues (the "Property") to ensure the long-term preservation and growth of the Trust
estate to provide a long-term source of revenue for the benefit of both present and future citizens
of the City. The City intends that this Trust be treated as a wholly owned grantor trust as
contemplated under subchapter J of subtitle A of the Internal Revenue Code of 1986, as amended
(the "Code"), and that the City be the deemed owner of the income, gains, deductions, losses and
credits of the Trust for federal income tax purposes. All provisions of this Agreement shall be
construed consistent with this intent.
C. Trust a Separate Entity from the City. The Trust shall be a separate legal entity
from the City and the Trustee, and the Trustee shall have sole responsibility and authority for the
Trustee's procedures, personnel, and books and the Trust's accounts. Absent a written
agreement to the contrary, (i) neither the City nor its elected officials, employees, or agents shall
be liable for the obligations, liabilities, acts or omissions of the Trust and the Trustee, and (ii)
neither the Trust nor the Trustee shall be liable for the obligations, liabilities, acts or omissions of
the City. Neither the corpus of the Trust nor any income, revenue, return or gain thereon shall be
used to pay or provide for or secure the payment of any bonds, notes, certificates or other
obligations of the City or its instrumentalities, the interest on which for federal income tax
purposes is excludable from gross income, as defined in section 61 of the Internal Revenue Code
of 1986, as amended, of the owners thereof pursuant to section 103 of the Code.
Trust Agreement Page I of 11 OFFICIAL RECORD
for The Fort Worth CITY SECRETARY
Permanent Fund
FT.WORTH,TX
ARTICLE II
ADDITIONS TO TRUST
Subsequent to the Effective Date (as hereinafter defined), the Trust may receive and
accept Property from the City to be held, managed and distributed in accordance with, and
pursuant to, the provisions of this Agreement, provided, however, that the Trustee shall have the
right to refuse to accept property (other than cash transfers from a United States bank) that the
Trustee deems to be unacceptable in the reasonable exercise of Trustee's discretion. When
assigning Property to the Trust, the City shall notify the Trustee of the source of the amounts
contributed to the Trust and shall name the particular fund or sub-account of the Trust (as
described in Article III of this Agreement) to which the Property shall be allocated. The Trust is
prohibited from receiving and accepting any property from the City without the notification and
account designation described above. In addition, the Trust is prohibited from receiving and
accepting any property directly from any other party, provided however, that this prohibition
shall not preclude the receipt or acceptance of income produced by Trust assets or of proceeds
derived from the sale or transfer of Trust assets in accordance with the terms of this Agreement.
ARTICLE III
SEPARATE FUNDS OF THE TRUST
A. Funds. After the Effective Date, the Trustee is to establish a consolidated trust
account (i.e. the Fort Worth Permanent Fund) with the Property of the Trust divided into five (5)
separate funds or sub accounts (collectively the"Funds") as follows:
(1) The Aviation Endowment Gas Lease Fund. Amounts contributed to the
Trust that represent Property attributable to airports owned by the City shall be allocated
to the Aviation Endowment Gas Lease Fund.
(2) The Nature Center Endowment Gas Lease Fund. Amounts contributed to
the Trust that represent Property attributable to the Fort Worth Nature Center and Refuge
shall be allocated to the Nature Center Endowment Gas Lease Fund.
(3) The Park System Endowment Gas Lease Fund. Amounts contributed to
the Trust that represent Property attributable to public parks owned by the City shall be
allocated to the Park System Endowment Gas Lease Fund. Trustee shall divide and
account for the Park System Endowment Gas Lease Fund between the "Restricted Park
Endowment Gas Lease Fund" and the "Unrestricted Park Endowment Gas Lease Fund"
in accordance with written direction provided by the City at the time assets are
transferred.
(4) The Water and Sewer Endowment Gas Lease Fund. Amounts contributed
to the Trust that represent Property attributable to the water and sewer systems of the City
shall be allocated to the Water and Sewer Endowment Gas Lease Fund.
Trust Agreement Page 2 of I I
for The Fort Worth
Permanent Fund
(5) The General Endowment Gas Lease Fund. Any other amounts contributed
to the Trust that represent Property not generated from a specific source identified above
shall be allocated to the General Endowment Gas Lease Fund.
In determining the source to which the Property is attributable for purposes of fund allocation,
the Trustee shall be entitled to rely exclusively upon the City's written direction. The Trustee
shall, upon the direction of the City, from time to time create additional separate funds at the
time the City assigns additional Property to the Trust. Likewise, the Trustee shall, upon the
direction of the City, from time to time create any other sub-accounts under the various funds of
the Trust at the time the City assigns additional Property to the Trust.
B. Distributions. The goals of the Trust are to produce income from investments and
provide a long-term source of revenue for the designated purposes of the different Funds of the
Trust for the benefit of not only the present citizens of the City but for future generations as well.
Each year the Trustee, in close cooperation with the Chief Financial Officer of the City ("Chief
Financial Officer"), will make distributions of income (and not principal) from the different
Funds of the Trust consistent with the goal to preserve, as well as increase, the corpus of the
Trust and the goal to provide cash flow for the purposes of the various Funds. The amount of
income available to be distributed to the City each year from a particular Fund of the Trust shall
be determined by the Trustee in consultation with the Chief Financial Officer and reported to the
City by July 1st of each year. In determining the amount of income to be distributed to the City
each year from a particular Fund of the Trust, the Trustee shall follow the written direction of the
Chief Financial Officer unless the Trustee determines that following such written direction
would result in a breach of the Trustee's fiduciary duty or would violate the terms of the
Agreement, and Trustee shall not be held liable for following directions of the Chief Financial
Officer that Trustee determines, in the exercise of its reasonable discretion, does not constitute a
breach of the Trustee's fiduciary duty or would violate the terms of the Agreement. The total
amount of income to be distributed from each of the Funds in a particular year shall be disbursed
by the Trustee to the City on or before October 1st of the applicable year. The Trustee shall
identify the Fund from which each disbursement is made. The amounts distributed may be
expended as determined in the sole discretion of the Fort Worth City Council, and the Trustee
shall have no obligation to monitor the uses and purposes of such expenditures, nor shall Trustee
be liable for the manner in which such amounts are expended by the City following
disbursement.
ARTICLE IV
TRUSTEE PROVISIONS
A. Trustee.
1. Qualifications for Trustee. A corporate investment firm or bank,
appointed by the City Council, shall serve as the sole Trustee of the Trust; individuals are
prohibited from serving as Trustee of the Trust.
2. Initial Trustee. Wells Fargo, N.A. is hereby appointed as the initial
Trustee of the Trust.
Trust Agreement Page 3 of 11
for The Fort Worth
Permanent Fund
3. Term. Each Trustee is to serve for a term of five (5) years and until its
successor is appointed unless its service concludes earlier due to its resignation or
removal. The Trustee may continue to serve for additional periods by mutual written
agreement of the Parties.
4. Vacancies. The City Council shall have the power to appoint successor
Trustees of the Trust in accordance with the City's Charter and Ordinances and State law.
The City Council is not prohibited from re-selecting the then-serving, and thus outgoing,
Trustee to serve as Trustee for additional terms.
5. Resignation. Any Trustee may resign at any time by giving sixty (60)
days written notice to the City. Upon the expiration of sixty (60) days from the date of
receipt of such notice, such Trustee's resignation shall be effective, provided a successor
Trustee has been appointed by the City Council to succeed to the resigning Trustee's
office, if necessary, and provided the Trustee, after receipt of transfer instructions, has
completely delivered all Trust assets then in its possession and provided a current
statement of account including a current list of Trust assets reflecting information as of
the final date of service provided by the Trustee to its successor Trustee or to the City if
no successor Trustee is appointed. Upon such resignation, following delivery of the
Trust assets and of a final statement of account, including a current list of Trust assets
reflecting information as of the final date of service provided by the Trustee, the
resigning Trustee shall be relieved of any further duties and responsibilities and shall not
be liable or responsible for the acts of any successor Trustee or of the City if no successor
Trustee is appointed. Trustee shall be entitled to Compensation (as described below) for
services rendered through the effective date of transfer of assets to the successor Trustee
or to the City if no successor Trustee is appointed.
6. Removal. A Trustee may be removed with or without cause by the City
Council. The City Council shall execute and deliver to the Trustee a written instrument
declaring such Trustee removed from office, specifying the effective time and date of
removal, and identifying the successor Trustee, if necessary. This instrument shall be
accompanied by transfer instructions for all Trust assets then in Trustee's possession.
Upon such removal, following delivery of the Trust assets and of a final statement of
account, including a current list of Trust assets reflecting information as of the final date
of service provided by the Trustee, the removed Trustee shall be relieved of any further
duties and responsibilities and shall not be liable or responsible for the acts of any
successor Trustee or of the City if no successor Trustee is appointed. Trustee shall be
entitled to Compensation(as described below) for services rendered through the effective
date of transfer of assets to the successor Trustee or to the City if no successor Trustee is
appointed.
7. Written Instruments. Any appointment described in this Paragraph A
must be made by a written instrument, signed and acknowledged, and shall be maintained
by the Trustee in the Trust's permanent records. After approval by the City Council, the
City Manager, or his designee, shall have the authority to sign on behalf of the City. The
Trustee shall receive a copy of the City Council instrument approving the appointment of
the Trustee.
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8. Reliance. Any successor Trustee may act without examination or review,
without liability for failing to make or having made such examination or review, and
without the necessity for any conveyance or transfer of prior Trustee's books and records.
Any purchaser from, or other person dealing with, the Trustee shall be protected in all
such transactions regardless of the extent to which the Trustee acting on behalf of the
Trust is a successor Trustee.
9. Reorganization of Corporate Trustee. If the corporate Trustee then
serving as Trustee hereunder should change its name, be reorganized, merged or
consolidated with another corporation, or assign its trust functions to another corporation,
the resulting corporation which succeeds to its fiduciary business shall become the
Trustee under this Agreement, or be eligible for appointment as Trustee, as the case may
be.
B. Written Instrument Re uired. A Trustee shall signify its acceptance of
appointment under this Trust by a written instrument, signed and acknowledged and maintained
in the Trust's permanent records, with a copy to be provided to the City. For purposes of the
initial Trustee, execution of this Agreement shall signify acceptance of appointment. Any
successor Trustee shall have the same powers, rights and duties as its predecessor Trustee, as if
originally appointed, and shall have the same title to the Trust estate as its predecessor.
C. Powers of Trustee. The Trustee shall have all powers granted to trustees by the
common law or any statute, including every power granted to trustees by the "Texas Trust
Code," or any future amendment thereof which serves to increase the extent of powers granted to
trustees. The Trustee shall also have the following additional powers:
1. Investment of Trust Property. To invest and reinvest the Trust estate from
time to time, in accordance with the then-current Investment Policy and Strategy adopted
by the City Council, in any property, real, personal, or mixed, including without
limitation securities of every kind and nature, bonds, debentures, preferred stocks,
common stocks, mutual funds, proprietary mutual funds, mortgages, mortgage
participations, and interests in common trust funds, all with discretion to convert realty
into personalty or personalty into realty or otherwise change the character of the Trust
estate;
2. Nominees. To hold any securities or other property of the Trust estate for
any length of time in the name of a nominee or nominees without mention of any trust or
fiduciary capacity in any instrument of ownership;
3. Employment of Agents. After advance written notice to the City, to
employ such banks, professional investment advisers (whether corporate or individual),
attorneys, and other agents or servants, and to delegate to them such duties, rights, and
powers of the Trustee for such period as the Trustee may deem appropriate; to pay such
persons reasonable compensation out of the Trust estate; all regardless of whether any
person is (or is a partner or employee of, or is owned by)the Trustee;
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4. Employment of Custodians and Brokers. To employ such custodians and
brokers and to delegate to them such duties, rights, and powers as the Trustee may deem
appropriate to pay such persons reasonable compensation out of the Trust estate; all
regardless of whether any person is (or is a partner or employee of, or is owned by) the
Trustee. The Trustee will perform due diligence and maintain information on each
custodian or broker, including a process to ensure best execution. The Trustee shall
review the performance, financial condition and registration of all qualified counter-
parties on an ongoing basis;
5. Banking Authority. To open bank accounts with any banks or trust
companies as the Trustee may from time to time select and to retain any bank or trust
company, including itself, that the Trustee may select to account for the Trust estate and
provide investment advice and services (The banks or trust companies that the Trustee
may select are authorized, empowered and directed to act or refrain from acting, from
time to time, and in all matters pertaining to this Trust, in conformity with the
instructions of the Trustee, evidenced by a resolution agreed to by the Trustee and
certified to by the Trustee, and any banks or trust companies selected by the Trustee shall
be fully protected in so acting or refraining from acting) and the City waives any conflict
of interest the Trustee may have if it chooses itself or an affiliate; and
6. Powers Under Changed Conditions. To exercise such other powers as
may be necessary or desirable in the management and control of the Trust estate (whether
or not similar to those here enumerated) to enable the Trustee to act under changed
conditions, the exact nature of which cannot be foreseen.
Notwithstanding the powers given above to the Trustee, it is expressly provided that the grant of
rights, powers, privileges, and authority to the Trustee in connection with the imposition of
duties upon the Trustee by any provision of this Trust or by any statute relating thereto will not
be effective if and to the extent that the same, if effective, would jeopardize the status of this
Trust as a wholly owned grantor trust as contemplated under Subchapter J of subtitle A of the
Code or would cause the Trust to violate the provisions of the Public Funds Investment Act
presently codified at Section 2256 of the Texas Government Code, or any other state or federal
statute applicable to the Trust. It is expressly provided that the Trustee may not in the exercise
of its discretion make any determination inconsistent with the foregoing. The Trustee's powers
are exercisable solely in a fiduciary capacity consistent with and in furtherance of the purposes
of this Trust as specified in Article I of this Agreement and not otherwise.
D. Bond. The Trustee shall not be required to furnish any bond or other security in
any jurisdiction, or if a bond be required, the Trustee may not be required to furnish any sureties
thereon.
E. Compensation. A Trustee shall receive compensation as mutually agreed to in
writing by the Trustee and the City, provided that in the event a bank is serving as Trustee, such
compensation shall be based on the bank's Fee Schedule as required by applicable law. A
Trustee shall be reimbursed for reasonable out-of-pocket expenses incurred in carrying out the
duties of the Trustee.
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F. Records and Reports. The Trustee shall keep accurate and complete records of
Trust transactions. The Trustee shall issue quarterly reports to the City Council and the Chief
Financial Officer.
G. Persons Dealing with Trustee. No purchaser from or other person dealing with
the Trustee will be responsible for the application of any purchase money or other thing of value
paid or delivered to the Trustee, but the receipt of the Trustee will be a full discharge. No
purchaser from or other person dealing with the Trustee and no issuer, transfer agent, or other
agent or any issuer of any securities to which any transaction with the Trustee may relate, will be
under any obligation to ascertain or inquire into the power of the Trustee to transfer, pledge, or
otherwise in any manner dispose of or deal with any securities or other property comprising part
of the Trust estate.
H. Liability of Trustee. The Trustee shall not be responsible or liable for any loss
which may occur by reason of depreciation in value of the properties at any time belonging to the
Trust estate, nor for any other loss which may occur, so long as the Trustee acted in good faith
and in accordance with the terms of this Agreement. The Trustee will not be liable or
responsible for the acts, omissions, or defaults of any agent or other person to whom duties may
be properly delegated hereunder if such agent or person was appointed with due care.
I. Limitation of Individual Liability of Trustee. The Trustee may not incur any
individual liability to any person or corporation dealing with the Trustee in the administration of
the Trust estate; and the Trustee may receive reimbursement from the Trust estate for any
liability, whether in contract or in tort, incurred in the administration of the Trust estate in
accordance with the provisions hereof, and the Trustee may contract in such form that such
Trustee will be exempt from such individual liability and that such liability will be limited to the
Trust estate. Any Trustee who is made a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), because it was a Trustee, shall be indemnified and held harmless from the Trust
estate to the fullest extent authorized by Texas law, as it exists or may hereafter be amended,
against all expense, liability and loss (including attorneys' fees,judgments, fines, penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by such Trustee in
connection with any proceeding, and such indemnification shall continue as to a Trustee who has
ceased to be a Trustee. The foregoing indemnity shall likewise extend to employees or agents
acting on behalf of the Trustee.
ARTICLE V
AMENDMENT AND TERMINATION
A. Amendment. The reporting date identified at Section B of Article III of this
Agreement may be amended at any time or times upon the affirmative vote of the majority of all
the members of the City Council so long as such amendment does not cause the Trust to fail to
qualify as a wholly owned grantor trust as contemplated under subchapter J of subtitle A of the
Code. Except as otherwise provided below, any other provision of this Agreement ("Provision")
may be amended at any time or times upon the resolution of the City Council so long as such
amendment does not cause the Trust to fail to qualify as a wholly owned grantor trust as
contemplated under subchapter J of subtitle A of the Code provided, however, before the City
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Council may vote upon any amendment of a Provision, the City Council must adhere to the
following process:
1. Notify the Trustee and the Chief Financial Officer in writing of the
proposed amendment.
2. Hold a meeting with the Trustee and the Chief Financial Officer no earlier
than thirty (30) days following the Trustee's and the Chief Financial
Officer's receipt of written notice of the proposed amendment.
3. Wait at least fifteen (15) days from the date of the meeting with the
Trustee and the Chief Financial Officer to afford the Trustee and Chief
Financial Officer an opportunity to provide written feedback.
4. Hold no fewer than three (3) public hearings explaining the reasons for the
proposed amendment and obtaining public input concerning such
proposed amendment. Notice of the date, time, location and purpose of
said public hearings must be published in the local section of a newspaper
of general circulation in the City once a week for three consecutive weeks.
The last day of publication must not be less than one week nor more than
two weeks before the date of the first public hearing.
5. Hold a subsequent meeting with the Trustee and the Chief Financial
Officer within thirty(30) days following the third public hearing.
6. Hold a City Council meeting to vote upon the proposed amendment. The
meeting may be scheduled no sooner than six (6) months but no later than
nine (9) months after the notice described in Item 1 of this Paragraph A
was issued to the Trustee and the Chief Financial Officer.
After following the above-described process, a Provision may be amended upon the affirmative
vote of three-fourths of all of the members of the City Council, provided, however, that the
responsibilities and liabilities of the Trustee may not change without the Trustee's approval. All
instruments amending this Agreement shall be noted upon or kept attached to the executed
original of this Agreement held by the Trustee. Notwithstanding anything to the contrary herein,
the provisions of Article I.C. may not be amended or revised to permit the use of the corpus of
the Trust nor any income, revenue, return or gain thereon to pay or provide for or secure the
payment of any bonds, notes, certificates or other obligations of the City or its instrumentalities,
the interest on which for federal income tax purposes is excludable from gross income, as
defined in section 61 of the Internal Revenue Code of 1986, as amended, of the owners thereof
pursuant to section 103 of the Code.
B. Termination. This Agreement may be terminated at any time for any purpose upon the
resolution of three-fourths of all members of the City Council; provided, however, before the
City Council may vote upon a termination of this Agreement, the City Council must adhere to
the following process:
1. Notify the Trustee and the Chief Financial Officer in writing of the
proposed termination.
2. Hold a meeting with the Trustee and the Chief Financial Officer no earlier
than thirty (30) days following the Trustee's and the Chief Financial
Officer's receipt of written notice of the proposed termination.
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3. Hold no fewer than three (3)public hearings explaining the reasons for the
proposed termination and obtaining public input concerning such proposed
termination. Notice of the date, time, location and purpose of said public
hearings must be published in the local section of a newspaper of general
circulation in the City once a week for three consecutive weeks. The last
day of publication must not be less than one week nor more than two
weeks before the date of the first public hearing.
4. Hold a subsequent meeting with the Trustee and the Chief Financial
Officer within thirty(30) days following the third public hearing.
5. Hold a City Council meeting to vote upon the proposed termination. The
meeting may be scheduled no sooner than six (6) months but no later than
nine (9) months after the notice described in Item 1 of this Paragraph C
was issued to the Trustee and the Chief Financial Officer.
After following the above-described process, the Agreement may be terminated if three-fourths
of all members of the City Council vote in favor of such termination. Upon termination of the
Trust, all assets of the Trust shall be distributed to the City and the Trustee shall not be liable for
the use or allocation of such assets upon receipt by the City.
ARTICLE VI
DEFINITIONS
A. Trust Estate. In this Agreement and in any amendments to it, references to "Trust
estate" shall mean the cash, assets, or securities contributed to the Trust by the City and the
income earned from investing those contributions.
B. Trustee. In this Agreement and in any amendments to it, references to "Trustee"
shall mean the Trustee then serving in office, whether an original or successor Trustee, unless the
context clearly provides otherwise.
ARTICLE VII
MISCELLANEOUS PROVISIONS
A. Trust Situs. This Agreement is accepted by the Trustee under the laws of the
State of Texas, and all questions concerning its validity, construction, and administration are to
be determined in accordance with the laws of the State of Texas.
B. Effect of Divisions and Captions. The division of this Agreement into articles,
paragraphs, sections and subsections and the use of captions are solely for convenience and shall
have no legal effect in construing the provisions of this Agreement.
C. Gender and Number Agreement. Whenever the masculine, feminine or neuter
gender is used inappropriately in this Agreement, this Agreement shall be read as if the
appropriate gender was used, and, unless the context otherwise requires, the singular shall
include the plural, and vice versa.
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D. Invalidity. If any provision of this Agreement should be held invalid or illegal for
any reason, that provision shall not affect the entirety of this Agreement, but the balance of the
provisions of this Agreement shall remain operative so that this Agreement shall be construed as
if that invalid or illegal provision never existed.
E. Fiscal Year. The fiscal year of the Trust shall conclude on September 30th of each
year.
The parties hereto have executed this Agreement effective as of the day of
ITimG ,2013 (the"Effective Date").
GRANTOR: TRUSTEE:
City of Fort Worth Wells Fargo Bank,N.A.
B *Suan
aj—a�- B 0(„Y• Y•
Namanis Name: lqvvt ' a W%6 s
Title: Assistant City Manager Title: V'1 ee- Prt I eke K r
Approved as to Form and Legality:
B
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Name: 4nis C. N c Troy
Title: Assistant C Attorney
Attest: �OF F p�,,�
O
Mir $70
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LOFFICIALRECORD
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ACKNOWLEDGEMENT
THE STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was acknowledged before me on this day of , 2013, by
Susan Alanis, Assistant City Manager of the City of Fort Worth, Texas, a Texas municipal
corporation, on behalf of the City of Fort Worth,Texas.
(4w&q M �N %wv
-
otary Public, State of Texas
LINDA M.HIRRUNGER
y� MY COMMISSION EXPIRES
,j February 2,2014
My commission expires: 2-gd-lly
My commission number: D-41 Y�����
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on this 1 D"' day of Uyn E
2013, by I- Loii Coow 65- , /ice. E sl"dcK� for Wells Fargo Bank, N.A., a national bank
association, on behalf of Wells Fargo Bank, N.A.
Not Public, State of Texas
&my
JOANN PABON
Notary Public My commission expires: oSTATE OF TEXAS Comrn Exp.August oa,2oi 3 My commission number:
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City of Fort Worth, Texas
Mayor and Council Communication
DATE: 03/29/22 M&C FILE NUMBER: M&C 22-0212
LOG NAME: 13TRUST SERVICES PERMANENT FUND
SUBJECT
(ALL)Authorize Agreement with Wells Fargo Bank, National Association in an Amount Not to Exceed$245,000.00 Per Year for
Trust Management Services for the Fort Worth Permanent Fund with a Five-Year Initial Term and Two,Two-Year Renewal Options,with Agreement
to be Managed by Financial Management Services Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with Wells Fargo Bank, National Association in an amount not to
exceed$245,000.00 per year to provide trust management services for the Fort Worth Permanent Fund with an initial five-year contract term and
two optional two-year renewals and with the agreement to be managed by the Financial Management Services Department.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C)is to authorize a trust managment services agreement with Wells Fargo, N. A.to
provide trust and investment services for the Permanent Fund. The money in the Permanent Fund was generated from royalties and other
revenues from the City of Fort Worth's gas and oil mineral assets.
The Financial Management Policy Statements call for a portion of the City's gas-related revenues to be invested in a trust.Wells Fargo Bank, N.A.
has served as the trustee since 2013(M&C P-11467), and the final renewal under that contract will expire April 13, 2022.
Staff issued a new Request for Qualifications(RFQ)for management and investment of the trust on December 29, 2021. A public notice was
published in the Fort Worth Star-Telegram on December 29, 2021 and a notice was published on the Municipal Advisory Council of Texas website
on December 29, 2021. Four proposals were received: 1)Bank of Texas, 2) Pentegra Investors Inc., 3)Regions Bank, and 4)Wells Fargo, N.A.
(Current Provider).
The proposals were reviewed by an evaluation panel which consisted of the six members of the Investment Committee,which consists of key staff
from Financial Management Services, Legal and Water Departments. The proposals were evaluated based on the following criteria:
• Proposer's Qualifications/Experience(50%);
• Understanding the needs of the City(25%);
• Reasonableness of Costs(15%); and
• Soundness of Approach(10%).
Wells Fargo, N.A.,was determined to be the best evaluated firm for trust management services.
Wells Fargo N.A., fees for the trust services will be based on the size of the assets in the trust,with fees currently estimated to be approximately
$216,000.00 for the first year based on a$87.3 million trust balance. As the size of the trust increases,the total amount of fees will also increase.
Over the five years of the contract,the total trust fees are estimated to be$1,128,199.00 based on a projected annual growth rate of 7.65%.
All fees associated with this service will be funded through gas revenues per the Financial Management Policy Statements.
AGREEMENT TERM-Upon City Council's approval, the Agreement will be executed for a five-year term.
RENEWAL OPTIONS-This Agreement may be renewed for up to two,two-year options at the City's sole discretion.
Funding is budgeted in the PARD Endowment Gas Lease, General Endowment Gas Lease, Aviation Endowment Gas Lease and Water/Sewer
Endowment Gas Lease Funds for the purpose of funding the Bank Fees project, as appropriated.
NOTE-From the inception of the Gas Lease Program in 2004, the City engaged third-party providers to furnish banking and other expertise in the
management of the City's mineral assets. When Wells Fargo was awarded the trust-management contract in 2013, it was also engaged to
manage the mineral leases and provide related banking services. The Property Management Department will begin providing the mineral-lease
management services in house, utilizing accounts at the City's regular depository bank for associated banking needs.
A Form 1295 is not required because: This contract will be with a publicly-traded business entity or a wholly-owned subsidiary of a publicly-traded
business entity:Wells Fargo Bank
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the PARD Endowment Gas
Lease, General Endowment Gas Lease, Aviation Endowment Gas Lease and Water/Sewer Endowmt Gas Lse Funds for the Bank Fees project to
support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred,the Financial
Management Services Department has the responsibility to validate the availability of funds
Submitted for City Manager's Office W. Reginald Zeno 8517
Originating Business Unit Head: Anthony Rousseau 8338
Additional Information Contact: John Samford 2318
Expedited