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CITY SECRETARY CONTRACT No. 41645 --
EXTENSION NOTIFICATION UNDER AND
peA-2 20 AMENDMENT NO. 2 TO
c, ocscRP��� FORT WORTH CITY SECRETARY CONTRACT NO. 41645
c�N GLOBAL SECURITIES LENDING AGENCY AGREEMENT
This Extension Notification and Amendment No. 2 ("Amendment") is entered into by
and between the CITY OF FORT WORTH (the "Lender"), a home rule municipal corporation
situated in portions of Tarrant, Denton, Wise, Parker, and Johnson Counties, Texas, with its
principal place of business at 200 Texas Street, Fort Worth, Texas, and CITIBANK, N.A., a
national banking organization (the "Agent"), with principal offices at 390 Greenwich Street, 4th
floor, New York, New York 10013.
RECITALS
WHEREAS, the parties have previously entered into City of Fort Worth City Secretary
Contract No. 41645, a Global Securities Lending Agency Agreement, which was executed on
March 31, 2011 and subsequently amended and extended (the original contract and all prior
amendments and extensions are hereafter referred to collectively as the "Agreement"); and
WHEREAS, the Agreement involves the appointment and acceptance of the Agent to
lend certain of the Lender's securities upon the terms and conditions set forth in the Agreement;
and
WHEREAS, the Agreement provides for an initial one-year term and nine, one-year
renewal options, with the current renewal period ending on March 31, 2018; and
WHEREAS, the parties wish to amend the Agreement to revise the Investment
Guidelines to include additional money market funds as permitted investments, to add language
required under recently enacted state law, and to extend the Agreement for an additional one-
year period.
NOW, THEREFORE, Lender and Agent, acting herein by and through their duly
authorized representatives, agree as follows:
1.
Schedule III of the Agreement is deleted in its entirety and replaced with the Amended
Schedule III attached hereto, with such change to be effective as of April 1, 2018.
2.
Agent acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, Lender 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" shall have the meanings ascribed to those terms in S Texas
Government Code. By signing this Amendment, Agent certif Of
' n�,;,g,a�p ature
provides written verification to the Lender that Agent and any wne s diary,
ssc�ra�r
rt.WORTH,TX
Seventh Extension and Second Amendment—CSC 41645 Pa e l of 4
majority-owned subsidiary, parent company, or affiliate of the Agent(]) do not boycott Israel,
and(2) will not boycott Israel during the term of the Agreement, as amended and extended.
3.
Fort Worth City Secretary Contract 41645 is hereby renewed and extended for an
additional one year term commencing on April 1, 2018 and ending March 31, 2019.
4.
All other provisions of the Agreement which are not expressly amended herein shall
remain in full force and effect.
Executed this 28th day of March, 2018
CITY OF FORT WORTH CITIBANK,N.A.
By: By:
Susan Aianis Na i er pirector
Assistant City Manager Title: Agency Securities i_ec raagt'
39B 6reenwisn
New Cff—
York,NY 10013
Office: 212-723-5287
Fax:212-723-8502
CONTRACT COMPLIANCE MANAGER: Email: richard.kissinger@citi.com
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By:
Jay Otle0e,Treasury- upervisor
ATTEST.
�Far�o , M&C:—
By:
&C._By:
Mary K ser, Cit cr tary .1295._......_._._..-...--
APPRO I.D AS TO FORM
AND LEGAISI,rY:
By: _
Denis C. Mc . roy, si tant City Attorney
OFFICIAL RECORD
CITY BRCRR'1`ARY
IRT.WORTIj, Tx
Seventh Extension and Second Amendment—CSC 41645 Page 2 of 4
AMENDED Schedule III
to the Global Securities Lending Agency Agreemeru-
Between CITIBANK, N.A., As the Agent and the Leuu,.i
INVESTMENT GUIDELINES FOR
tyGs��4� SECURITIES LENDING CASH COLLATERAL
LENDER: CITY OF FORT WORTH
Permitted Investments:
1. U.S. Government and Agency Debt - Any security issued by or fully guaranteed as to
payment of principal and interest by the full faith and credit of the U.S. Government, U.S.
Government Agency or U.S. Government Sponsored Enterprise, including securities
issued under the Transaction Account Guarantee Program and guaranteed by the FDIC.
2. Registered Money Market Mutual Funds Any of the following money market mutual
funds:
• Federated Government Obligations Fund (GOIXX)
• Fidelity Investments Money Market Government Portfolio (FIGXX)
• HSBC US Government Money Market Fund (HGIXX)
• Western Asset Institutional Government Reserves (INGXX)
The Lender acknowledges that the above-listed funds and any money market funds to be
included from time to time as permitted investments shall, at the time of the initial
investment:
• represent to adhere to and maintain compliance with S.E.C. Section 270.2a-7 of
Title 17 of the Code of Federal Regulations
• have a managed fund credit rating of AAA or its equivalent
3. Repurchase Agreements Repurchase transactions which at the time of the initial
investment meet the following criteria:
• Executed with a counterparty that is recognized as a "Primary Dealer" in
Government Securities as per the NY Federal Reserve Bank.
• Executed with a counterparty, who has, or its parent has, a long-term senior
unsecured debt rating of "A" or better by one or more Nationally Recognized
Statistical Rating Organizations.
• Providing that the two previously stated conditions are met, Citigroup Global
Markets Inc. shall be considered as an eligible counterparty.
• Executed with underlying collateral that is a security meeting the criteria
described in item 1 above. In addition, collateral for repurchase transactions may
Seventh Extension and Second Amendment—CSC 41645 Page 3 of 4
be municipal securities which are rated at least investment grade by one or more
Nationally Recognized Statistical Rating Organizations.
Collateral for all repurchase transactions must be held by Citibank or by a third party
custodian under a tri-party agreement.
Collateral for all repurchase transactions must be marked to market daily and maintained
at the following minimum margin levels:
• U.S. Government debt, U.S. Government 102%
Guaranteed debt, U.S. Agencies and
Sponsored Enterprises
• Municipal Securities 105%
Investment Restrictions:
No investments with a maturity longer than 95 days from settlement date are permitted.
Registered Money Market Mutual Funds authorized in section 2. above shall be deemed to meet
this maturity restriction.
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