HomeMy WebLinkAboutContract 56266-A1R1 DocuSign Envelope ID:35418FEE-B343-42AB-B784-8CI7202DF528
CITY SECRETARY CONTRACT No. 56266-AIRI
FIRST AMENDMENT TO AND RENEWAL OF
FORT WORTH CITY SECRETARY CONTRACT NO. 56266
GLOBAL SECURITIES LENDING AGENCY AGREEMENT
This First Amendment to and Renewal of Fort Worth City Secretary Contract No.
56266 - Global Securities Lending Agency Agreement ("Renewal") is entered into by and
between the CITY OF FORT WORTH (the "Lender"), a home rule municipal corporation of the
State of Texas, and CITIBANK,N.A., a national banking organization (the "Agent").
RECITALS
WHEREAS, the parties have previously entered into a Global Securities Lending
Agency Agreement, with an effective date of April 1, 2021, that agreement being Fort Worth
City Secretary Contract No. 56266 (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 Fort Worth City Council approved an Agreement with an initial one-
year term and nine, one-year renewal options; and
WHEREAS, the parties wish to amend the Agreement to clarify the structure of the term
and wish 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.
That Fort Worth City Secretary Contract 56266 is hereby amended to delete Section 15,
"Termination," in its entirety and to adopt a new Section 15, "Term; Termination," to read as
follows:
15. :[prM. jgEUjinatjQjj.
a. This Agency Agreement shall have an initial one-year term, commencing April 1, 2021
and expiring March 31, 2022,unless terminated earlier as provided herein.
b. This Agency Agreement may be extended for up to nine additional one-year periods, each
a renewal term, by mutual written agreement of the parties.
C. Each party may terminate this Agency Agreement and the Agent's authorization as
securities lending agent for the Lender at any time upon giving not less than fifteen (15)
days prior written notice to the other. The parties hereby acknowledge and agree that, even
after notice of termination of this Agency Agreement is given and effective, the Agent
shall continue (unless specifically instructed to terminate or novate the Loans)to act as the
Agent for the Lender as set forth herein with respect to any Loans outstanding at the time
notice of termination is given until such Loans terminate.
d. Notwithstanding anything else contained herein, the following terms shall survive the
OFFICIAL RECORD
First Renewal —CSC 56266
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:35418FEE-B343-42AB-B784-8C17202DF528
termination of this Agency Agreement: 4, 5, 6, 7, 8, 11, and 12.
2.
That Fort Worth City Secretary Contract 56266 is hereby renewed and extended for a one
year renewal term commencing on April 1, 2022 and ending March 31, 2023.
3.
That this Renewal may be executed in several counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument. A
signature received via facsimile or electronically via email shall be as legally binding for all
purposes as an original signature.
4.
That all provisions of the Agreement shall remain in full force and effect during the
renewal term unless expressly amended herein.
Executed this 28th day of March 2022.
CITY OF FORT WORTH CITIBANK,N.A.
Doc Signed by:
By: Reginald Zeno(Mar 28,2022 11:25 CDT) By:
Reginald"Reggie"Zeno Name:
Acting Assistant City Manager Title: Director
CONTRACT COMPLIANCE MANAGER:
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.
lAa La6L&4d
By: Jay' utledge(Mar 2112022 10:57 CDT)
Jay Rutledge, Financial Services Manager&Assistant Treasurer
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Jannette Goodall, City Secretary 000
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APPROVED AS TO FORM �*X 0qICY
AND LEGALITY:
By: —o-�� OFFICIAL RECORD
Denis C. McElroy,Assistant City Attorney CITY SECRETARY
FT. WORTH, TX
First Renewal —CSC 56266 Page 2 of 2
DocuSign Envelope JD:73F1 DDB6-AABO-4247-AD9A-E27BDA2FFC9B
CITY SECRETARY
CONTRACT No. 56266
GLOBAL SECURITIES LENDING AGENCY
AGREEMENT
This Global Securities Lending Agency Agreement,dated as of February 19,2021 to be effective beginning
April 1, 2021 (this "Agency Agreement"), is entered into by and between (i) CITIBANK, N.A., a national
banking organization(the "Agent") and(ii) CITY OF FORT WORTH,a municipality organized under the
laws of Texas(the "Lender").Capitalized terms used herein without definition shall have the meaning assigned
thereto in the Lending Agreements(as defined below).
WHEREAS, the Lender wishes to appoint the Agent, and the Agent is willing to accept such
appointment, to lend certain of the Lender's securities upon the terms and conditions set forth in this Agency
Agreement.
THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby
acknowledged,the Agent and the Lender agree as follows:
1. A ,np' imfa aud Accentance:the Agent's Authorization.
a. The Lender hereby appoints the Agent, and the Agent hereby accepts its appointment, as the
Lender's securities lending agent with the duties and obligations set forth in this Agency Agreement.
No covenants or obligations not set forth herein shall be implied as a result of this Agency Agreement.
b. The Lender hereby authorizes and directs the Agent to arrange and administer loans of securities
(the "Loans") maintained in accounts listed on Exhibit A, which may be amended from time to time
by mutual written agreement of the parties(such accounts, the "Designated Accounts" and the assets
and securities contained therein, the "Securities"). Securities that are the subject of a Loan shall be
referred to as "Loaned Securities".
C. The Lender hereby authorizes and instructs the Agent to enter into Loans on behalf of the Lender
with the entities identified in Schedule I hereto, which may be amended from time to time by mutual
written agreement of the parties(each, a"Borrower").
d. Prior to arranging a Loan with a Borrower, the Agent will, on behalf of the Lender, enter into
lending agreements substantially in the form of the market standard agreements listed on Schedule VI
hereto(such agreements shall be collectively or individually referred to as "Lending Agreements").
The Lender agrees to be bound by the terms and conditions of each Lending Agreement entered into
by the Agent on its behalf.
2. The Aeentls Services.In addition to the foregoing,the Lender hereby authorizes the Agent to perform
the following functions:
a. To negotiate rebates and/or lending fees with the Borrowers.
b. To collect from Borrowers the cash, securities or other financial instruments that will serve as
collateral for the Loans("Collateral").The Lender hereby authorizes and instructs the Agent to accept
on behalf of the Lender as collateral for Loans the types of financial instruments identified in Schedule
11 to this Agency Agreement.
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C. To enter into and sign, as agent for the Lender, such documents and instruments, including but
not limited to repurchase agreements, tri-party agreements, subscription agreements, asset
management agreements or other relevant agreements as are required for the investment of Collateral.
The Lender agrees to be bound to the terms of any such agreement.
d. To hold in custody,and/or enter into any required agreement with a third party custodian that will
hold in custody,any and all Loaned Securities and Collateral delivered by the Borrowers in respect of
Loans. Subject to the terms hereof, Collateral held by the Agent shall be segregated on the Agent's
books and records as being maintained solely for the benefit of the Lender.The parties acknowledge
and agree that Citibank, N.A. shall act as custodian for the Designated Accounts under separate
agreement between the Lender and Citibank,N.A.In the event Lender decides to employ another entity
to act as custodian for the Designated Accounts, the terms of such custodial agreement must be
provided to Agent for review prior to execution to ensure key custody terms required by Agent are
included.
e. If requested by the Lender, to invest on the Lender's behalf all cash Collateral delivered by
Borrowers in respect of Loans. The Lender hereby authorizes and instructs the Agent to invest cash
Collateral pursuant to the parameters outlined on Schedule III to this Agency Agreement. The Agent's
obligation with respect to the investments of cash Collateral shall be to make initial investments of cash
Collateral within the parameters of Schedule III, which may be amended from time to time by written
mutual agreement of the parties.
f. To perform daily the "mark-to-market" function described in the Lending Agreements as the
Lender's agent and to request and return Collateral as contemplated in the Lending Agreements. The
Lender acknowledges that the Agent will calculate the value of Loaned Securities and Collateral by
reference to information provided by recognized pricing services,and shall have no liability for any errors
or omissions in such information provided by such sources.
g. To collect or arrange for the collection of any interest, dividends or other distributions or other
payments of any kind on Loaned Securities(including but not limited to manufactured dividends, if any,
and other distributions due to the Lender in respect ofthe Loan)and pay the same to the Lender.
h. To:(i)terminate or modify any Loan at any time,(ii)terminate its responsibility and obligations as
the Agent as to any loan at any time, upon notice to the Lender (For the avoidance of doubt Agent's
responsibility will continue until the Loans have been recalled and fully closed out.),and (iii)review and
delete any Borrowers and/or investment counterparties at any time upon notice to Lender
3. Renresentations.and_Warrarrties.
a. The Lender and the Agent each hereby represent and warrant that, throughout the term of this
Agency Agreement,and for as long thereafter as a Loan is outstanding:(i)Each party is authorized,under
the terms of its organizational documents (including,without Iimitation, its certificate of incorporation,
memorandum and articles ofassociation and bylaws),the terms of any agreements with any third party,
and the laws, rules and regulations that govern it, to enter into this Agency Agreement and be bound
thereby, to enter into the Loans, and to invest cash received as Collateral, in the case of the Lender as
principal and in the case ofthe Agent as agent; and(ii)The person executing this Agency Agreement on
its behalfhas been,and all Authorized Persons acting on behalf of such party will have been, duly and
properly authorized to do so.
b. Lender represents and warrants that, throughout the term of this Agency Agreement, and as long
thereafter as a Loan is outstanding:(i) the Securities in the Designated Accounts are, and shall be at the
time Loans are made,free and clear of all liens and encumbrances except as may be set forth in a custody
agreement with Citibank, N.A., and the Lender has full right, title and interest in and to and has not
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transferred, assigned or encumbered any interest or rights with respect to the Securities, this Agency
Agreement, the Lending Agreements or transactions contemplated hereby or thereby; (ii)the Lender is
not relying on the Agent to advise it on the suitability for the Lender of entering into any of the Lending
Agreements nor the credit worthiness of any particular Borrower; (iii) the Lender is an "accredited
investor"as that term is defined in Regulation D under the Securities Act of 1933,as amended;(iv)the
Lender is a"qualified client" as defined in Rule 205-3 under the Investment Advisers Act of 1940, as
amended; and (v) the Lender is a "qualified institutional buyer", as that term is defined by Rule 144A
promulgated under the Securities Act of 1933.
c. Both parties agree that the representations and warranties contained in this Section 3 shall be
ongoing in nature,and shall continue throughout the term of this Agency Agreement. If, during the
term of this Agency Agreement,either party has reasonto believethat any representation orwarranty
made hereunder is or soon will not be true and correct, then that party is obliged to notify the other
party thereof as soon as reasonably practicable.
4. Indemnification.
a. Subject to the limitations contained in Section 5 of this Agency Agreement,the Agent agrees to
indemnify and hold harmless the Lender from and against damages,losses, costs and fees incurred by the
Lender that result from the Agent's negligence or willful misconduct in performing its duties hereunder.
b. If there occurs an event of default by the Borrower under a Lending Agreement, which in the sole
discretion of the Agent is not a result of an error or omission of an administrative or operational nature
and which event terminates a Loan,the Agent shall liquidate the Collateral for its use in connection with
this indemnification and either: (i) replace the Loaned Securities or purchase "Equivalent Securities"
as that term is defined in the relevant Lending Agreement;or(ii)pay an amount that is equal to the value
of the Loaned Securities at the time at which the Loaned Securities were due to have been returned by
the Borrower, or, if at such time a value is not determinable, the latest prior time at which a value is
determinable.
5. J+iIDl ta ti 0 n.-Qf.Lia iLj.JYz
In addition to any other limits set forth herein:
a. Agent's liability under section 4.a of this Agency Agreement,whether to Lender or any creditor of
Lender shall be limited to an amount equal to the market value of the securities that are the subject of the
Loan, investment or transaction to which the damage relates calculated at the time of the alleged act or
omission giving rise to the indemnification.
b. Under no circumstances shall either party be liable to the other for special,consequential or indirect
damages,lost profits or loss of business.Agent shall incur no Liability as a result of(i)acts or omissions
of any depositories, any independent third party agents of Agent(including, without limitation, pricing
agencies)or any third party custodian,or(iii) any loss arising out of any suspension of the agent's duties
and obligations hereunder as a result of any law, regulation, decree, order or governmental act that
prevents or limits the performance of such duties and obligations (including the suspension of trading),
except insofar as that decree, order or governmental act is imposed as a sanction against agent due to an
act or omission of the Agent in violation of applicable law. For the avoidance of doubt,and only to the
extent permitted by law,the Lender agrees to indemnify the Agent and hold the Agent harmless from all
Losses incurred by the Agent as a result of a third party custodian failing to comply with the instructions
given to it under Clause 9(c), provided, however that nothing in this Agency Agreement shall ever be
understood or interpreted to require the Lender to assess a tax or create a sinking find.
C. Except to the extent the Agent is negligent or acts with willful misconduct, the Agent shall not be
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liable, (i) for actions taken or omitted to be taken by the Agent pursuant to the terms of this Agency
Agreement or the Lending Agreements; or (ii) as a consequence of carrying out an instruction of the
Lender,including without limitation, instructions transmitted by facsimile or email transmission or any
other written means agreed to between the Lender and the Agent.
G- ,L�en(Se- ff As security for any liability of the Lender to the Agent,the Lender hereby pledges and
assigns-tuand grants to the Agent a continuing security interest in and a lien on , the Collateral and
proceeds thereof and the Agent shall have,with respect thereto,all of the rights and remedies of a secured
party under applicable law. In addition, Lender grants to the Agent a right of set-off associated with
obligations related to or arising out of this Agency Agreement against any assets in any custody account
that the Lender may have with the Agent and that is connected to this Agency Agreement.
7. Subrogation.If the Agent makes any transfer or payment as a result of a failure by a Borrower to return
any Loaned Securities, the Lender agrees that the Agent is and will be subrogated to all the Lender's
rights with respect to such failure in and to the Lending Agreements and the Collateral under such
Lending Agreements and the Lender hereby assigns to the Agent all such rights.
8. Duties of.the Lender; s.
a. Notwithstanding any other provision in this Agency Agreement to the contrary, the Lender
acknowledges and agrees that the investment of cash received as Collateral is for the Lender's account
and risk.The Lender agrees that to the extent any investment losses reduce the amount of cash below the
amount required by the Loan and/or mark to market process,the Lender will,on the Agent's demand,pay
to the Agent such amount(together with any applicable fees or charges) in cash, which the Agent will
receive and use as,or reimburse for, Collateral.If the Lender fails to make any payment due to the Agent,
the Lender will be liable to the Agent for the amount of any such payment,together with interest on such
amount,from the date of the Agent's demand referred to above until payment of such liability.
b. In consideration of the services provided hereunder the Lender agrees to pay to the Agent an amount
equal to a fixed percentage of(i)the investment income (net of rebates) on cash Collateral delivered to
the Agenton the Lender's behalf in respect of any Loans by the Borrowers,and(ii)fees paid in connection
with transactions for which non-cash Collateral is provided by Borrowers. These amounts shall be set
forth on Schedule IV of this Agency Agreement.The Lender authorizes and directs the Agent to withhold
such fees on a monthly basis from the amounts payable to the Lender in respect of such investment and
fee income or as otherwise agreed in writing.
C. To the extent permitted by law, the Lender hereby assumes responsibility for any and all
damages, losses, costs and fees (excluding attorneys' fees) incurred by the Agent that result from any
grossly negligent act or material omission by the Lender pursuant to the terms of this Agency Agreement
or the Lending Agreements.
a. The Agent is entitled to rely and act upon any and all instructions (including, consents and notices)
received by the Agent, communicated through any manual or electronic written medium or system as
agreed to by the parties ("Instructions") of any person identified by the Lender in its then-current
certificate of incumbcncy as an "Authorized Person" in connection with the transaction
contemplated hereby until the Agent has received notice of any change from the Lender and has had
a reasonable time to note and implement such change. The Agent is authorized to rely upon any
Instructions received by any agreed means, provided that the Agent and the Lender (or the Lender's
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authorized third party custodian) have agreed upon the means of transmission and the method of
identification for the instructions_In particular:
(i) The Agent is not responsible for errors or omissions made by the Lender or resulting from
fraud or the duplication ofany Instruction by,or on behalf of,the Lender,and the Agent may
act on any Instruction by reference to an account number only, even if no account name is
provided.
(U) The Agent may act on an instruction if it reasonably believes it contains sufficient
information.
(iii) The Agent may decide not to act on an Instruction where it reasonably doubts its contents,
completeness, authorization, or origination or where Instructions are given which conflict
with each other but the Agent will promptly notify the Lender or its third party custodian of
its decision.
(iv) If the Agent acts on any Instruction sent manually(including by facsimile or email),then,if
the Agent complies with the security procedures as referred to under Sub-Clause 9(a)(i)
above as agreed to from time-to-time,the Lender will be responsible for any loss the Agent
may incur in connection with that Instruction.
(v) Instructions are to be given in the English language.
(vi) The Agent may refuse to execute Instructions if, in the Agent's opinion, they are contrary to
any applicable law, rule or other regulatory requirement, whether arising from any
governmental authority, self-regulatory organization or that of a relevant stock exchange,
clearing house,settlement system or market, but the Agent will promptly notify the Lender
or its decision.
(vii) In some securities markets,securities deliveries and payments therefor may not be or are not
customarily made simultaneously. Accordingly, notwithstanding the relevant Instruction to
deliver any part of the Collateral against payment or to pay for any part of the Collateral
against delivery, the Agent may make or accept payment for or delivery of any part of the
Collateral at such time and in such form and manner as is in accordance with relevant local
law and practice or with the customs prevailing in the relevant market. Notwithstanding the
foregoing,Agent shall under no circumstances release Loaned Securities or return Collateral
until Borrower's Collateral has been received or Loaned Securities have been returned.
b. The Lender and its Authorized Persons agree to provide written instructions related to (A) the
termination or modification of the terms of a Loan or otherwise as to the recall of Loaned Securities: (i)
by electronic mail message;(ii)to the department or desk of the Agent that is separately identified to the
Lender and its Authorized Persons; and(iii)in accordance with the deadlines and cutoff times set forth
on Schedule V to this Agency Agreement, and to cause all of its investment managers and/or advisors
with access to the Designated Accounts to so advise the Agent of any securities in the Designated
Accounts it or they, as applicable, shall sell or have sold. The Lender understands that the Agent shall
have no liability as a result of the failure of the Lender and/or its investment managers/advisors to give
this notice in accordance with the terms of this Section 9.b and the Lending Agreements.
C. The Lender agrees to give irrevocable instructions to its custodian substantially in the form of those
set out in Annex 1 to Exhibit A to act in accordance with any instructions given from time to time by the
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Agent (acting through duly authorised individuals as notified to the Lender's custodian in writing),
including instructions relating to the settlement of transactions effected by the Agent on behalf of the
Lender pursuant to any Lending Agreement and the transfer of Securities to or from the Designated
Accounts at the direction of the Agent to enable the Agent to meet its obligations hereunder and the
Lending Agreements; (b) to provide, at such times and in such form as the Agent may require, regular
updates to information regarding the status of any action by the Lender's custodian required by an
instruction given by the Lender to such custodian; and, (c)to provide the Agent with information about
the Loaned Securities, provided that such irrevocable instructions may be revoked by the Lender upon
the termination of this Agency Agreement,
10. Lender-Information. The Agent may rely on the information relating to the Lender, including but not
limited to tax-related information, in connection herewith,particularly in agreeing to and collecting any
income due under a Lending Agreement.Request for such information by the Agent hereunder may be
made from time to time duringthe term of this Agency Agreement.The Agent shall not incur any liability
for any loss,damages or costs arising directly or indirectly from the inaccuracy of information provided
by the Lender or a failure by the Lender to supply information requested hereunder.
11. Adnj ce5. The Lender agrees to repay the Agent promptly, within thirty(30)days of written invoice for
any reasonable advances of funds[, not greater than$3,000,]that the Agent may from time to time,in its
sole discretion, make to or for the account of the Lender in connection with and to facilitate the
transactions contemplated in this Agency Agreement and the Lending Agreements. In such event, the
Lender shall be liable to the Agent for the amount of such advance or payment,together with interest on
such amounts not re-paid within thirty(30)days of invoice, at a rate equal to the lesser of one percent
(l%)per annum or the maximum rate al lowed by law.
12. AiscIosurefConfi dentin HU,
a. Subject to the terms of this Agency Agreement,the Agent and Lender will at all times respect and
protect the confidentiality of this Agency Agreement and will not disclose to any other person any
information acquired as a result of or pursuant to this Agency Agreement,unless required to do so by
any applicable law,statute,regulation or by any court order or similar process enforceable in any relevant
jurisdiction, or if required to do so by any fiscal or regulatory body or self regulatory organization
(whether of a governmental nature or otherwise)in any relevant jurisdiction.
b. The Lender also specifically authorizes the Agent to: (i) disclose information to Borrowers
regarding the Lender as those Borrowers request or are required to obtain pursuant to applicable law,rule
or regulation,or as deemed necessary in connection with the consummation or maintenance of any Loans;
(ii) disclose to third parties information concerning the Securities in the Designated Accounts for the
purpose of estimating the potential fees to be paid by Borrowers with respect thereto; and (iii)disclose
to its agents and affiliates such information as required or necessary in connection with the consummation
of Loans hereunder.
c. The Lender agrees that no printed materials or other matter (in any language) that mention Citi,
Citigroup Inc.,Citibank,N.A.,Citibank Europe plc,the rights, powers or duties ofthe Agent or the terms
of this Agency Agreement shall be published or disclosed to any third party by the Lender or on the
Lender's behalf unless: (i) Citibank, N,A. shall first have given its specific written consent; or (ii) the
Lender is legally required to do so pursuant to any applicable law,rule or regulation to which it is subject.
13. Non-Pnblic Information.Bank Business and Roles,
a. Notwithstanding anything else contained in this Agency Agreement and any other agreement
between the Lender and Citibank, N.A.and its affiliates (collectively,"Citi"):
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(i) the Lender acknowledges that Citibank, N.A. and its affiliates perform a variety of services
for a variety of entities,including banking and financial services for Borrowers,and advisory
services to issuers of the Loaned Securities and Collateral investments of the Lender;
(ii) the Lender shall not hold Citibank,N.A.or its affiliates liable for its or their failure to make
use of, in its role as the Agent within the terms of this Agency Agreement, non-public
information it obtains in the course of doing so,the use of which may be prohibited by the
legal and regulatory environment and by internal Citi policies,whether or not the use of such
information in a specific instance might constitute a breach of any such applicable laws,
regulations or polices;
(iii) the Lender acknowledges that in its role as custodian and processing agent, separately
from the services as Agent hereunder, Citibank, N.A. and its affiliates may receive
compensation from the Lender in addition to the fees received pursuant to this Agency
Agreement, and
(iv) the Agent has entered, and may enter, into agreements similar to this Agency Agreement
with others and the Agent or its affiliates may from time to time lend Securities to or through,
or enter into similar transactions with,any Borrower or,where relevant, act as discretionary
manager for other clients and therefore agrees that:
(A) the selection of a lender for any particular lending opportunity among all persons
having entered into such agreements with the Agent shall be at the Agent's sole discretion;
and
(B) the Agent shall have no duty to inform the Lender of any lending or similar
opportunity presented to the Agent or its affiliates or to refrain from taking advantage
of any such opportunity but may avail itself of any such opportunity as freely as if
there were no relation of principal and agent between the Lender and the Agent.
b. The Lender acknowledges and agrees that the obligations and duties of Citibank, N.A. under
this Agency Agreement shall be performed only by Citibank, N.A. and its agents, and shall not be
deemed obligations or duties of any other member of the Citi organization.
14. LUU1.M Except as otherwise specifically provided herein, all notices and other communications
shall be in writing in the English language and shall be made by email or other electronic method
agreed between the parties or by prepaid first class mail(except that notice of termination,if mailed,
shall be sent by prepaid registered or certified mail) at the address listed below or at such other
address as a party may advise the other parties hereto in writing from time to time.Notices provided
to the parties hereto shall be effective upon receipt.
If to the Agent: Citibank,N.A.
390 Greenwich Street 4th Ft
New York NY 10013
Attn: Business Compliance Officer
Tel: 212 723 5272
Email" North.America.Product@citi.com
If to the Lender: City of Fort Worth
200 Texas Street
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Fort Worth,Texas 76102
Attn:Treasury Department
Email: Fin Treasury@fortworthtexas.gov
With Copy to the City Attorney
At same address
15. 'Termination.
a. Each party may terminate this Agency Agreement and the Agent's authorization as securities
lending agent for the Lender at any time upon giving not less than fifteen (15) days prior written
notice to the other. The parties hereby acknowledge and agree that,even after notice of termination
of this Agency Agreement is given and effective, the Agent shall continue (unless specifically
instructed to terminate or novate the Loans) to act as the Agent for the Lender as set forth herein
with respect to any Loans outstanding at the time notice of termination is given until such Loans
terminate.
b. Notwithstanding anything else contained herein, the following terms shall survive the
termination of this Agency Agreement: 4, 5, 6, 7, 8, 11, and 12.
16. Miscellaneous.
a. No Advice,No Duty to Monitor. The Lender acknowledges and agrees that the Agent does not
owe to,nor is it obligated to perform on behalf of, the Lender any investment advisory duties or
responsibilities, nor shall the Agent have any duty to monitor investments of cash received as
Collateral after the time of initial investment. Notwithstanding the foregoing,and for the avoidance
of doubt, Agent will at all times perform all obligations required under this Agency Agreement.
b. No Third Party Beneficiaries. This Agency Agreement is between the parties hereto and
is not intended to confer any benefits on third parties, including without limitation any
Borrower, any counterparty in a transaction with the Lender, or any third party service provider
for the Lender or the Agent.
C. Force Maieure,Neither party shall be responsible to the other for any loss caused by a natural,
regulatory or societal event due to any cause beyond its reasonable control, such as a natural disaster,
nationalization,currency restriction,act of war,act of terrorism,act of God,postal or other strike affecting
the market infrastructure, unavailability of communications systems,sabotage or the failure, suspension
or disruption of any relevant stock exchange,clearance system or market.
d. Amendments.This Agency Agreement shall not be amended except by a written agreement between
the parties and any purported amendment made in contravention of this section shall be null and void and
of no effect whatsoever.
e. Assignment. This Agency Agreement shall bind and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.Neither party may assign,transfer or charge all or any
rights,benefits or obligations hereunder without the consent of the other party,except that any assignment
by the Agent required by a regulator or other governmental body may be assigned with subsequent notice
to Lender. Notwithstanding the foregoing, Any purported assignment, transfer or charge made in
contravention of this section shall be null and void and of no effect whatsoever.
f. Right to Audit. Agent agrees that Lender will at no additional cast to Lender, until the expiration of
three (3) years after final payment under this Agency Agreement, or the final conclusion of any audit
Page 8 of 22
DocuSign Envelope ID:73F1 DD86-AABO-4247-AD9A-E27BDA2FFC9B
commenced during the said three years, have access to and the right to examine at reasonable times any
directly pertinent records impacting payments received and payments made by Agent in connection with
the Loans.Agent agrees to either provide this information electronically or to provide reasonable on-site
access during normal working hours to all necessary Agent facilities directly related to the services
provided herein and will be provided reasonable work space in order to conduct audits in compliance with
the provisions of this section.Lender will give Agent reasonable advance notice of intended audits.
g. No Boycott of Israel. Agent acknowledges that in accordance with Chapter 2271 of the Texas
Government Code, the 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: (3)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 Agency Agreement,Agent certifies that Agent's signature provides written verification to the
Lender that Agent: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
h. Electronic Signatures.This Agency 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.
i. lJ.ntire_Agreement.This Agency Agreement, and all current executed Schedules and Exhibits hereto
shall constitute the entire agreement between the parties and,unless otherwise expressly agreed in writing,
shall supersede all prior agreements and understandings, written or oral relating thereto, between the
parties.
j. No Imoli ed Waiver.The parties hereto agree that(i)the rights,powers,privileges and remedies stated
in this Agency Agreement are cumulative and not exclusive of any rights,powers, privileges and remedies
provided by law, unless specifically waived, and (ii) any failure or delay in exercising any right, power,
privilege or remedy will not be deemed to constitute a waiver thereof and a single or partial exercise of
any right, power, privilege or remedy will not preclude any subsequent or further exercise of that or any
other right, power, privilege or remedy.
k. Eurther Assurances.Each party agrees to provide such additional information and executeand deliver
such further documentation as the other party may reasonably request in connection with and in
furtherance of the transactions authorized herein.
1. Partial Invalidity_In the event that any provision of this Agency Agreement,or the application thereof
to any person or circumstances, shall be determined by a court of proper jurisdiction to be invalid or
unenforceable to any extent,the remaining provisions of this Agency Agreement, and the application of
such provisions to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall be unaffected thereby and such provisions shall be valid and enforced to the fiullest extent permitted
by law in such jurisdiction.
rn. Governing Law and Jurisdiction: Compliance with Laws.
(i) This Agency Agreement shall be governed by and construed in accordance with the laws of
the State of New York,except that all matters related to indemnification shall be governed by
Texas law.
(ii) If either the Lender or the Agent has a claim, dispute, or other matter in question for breach
of duty, obligations, services rendered or any warranty that arises under this Agency
Page 9 of 22
DocuSign Envelope ID:73F1 DDB6-AABO-4247-AD9A-E278DA2FFC9B
Agreement,the parties shall first attempt to resolve the matter through this dispute resolution
process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach.The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten (10) business days of receipt of
the notice, both parties shall commence the resolution process and make a good faith effort,
either through email,mail,phone conference,in person meetings,or other reasonable means
to resolve any claim,dispute,breach or other matter in question that may arise out of, or in
connection with this Agency Agreement.if the parties fail to resolve the dispute within thirty
(30) days ofthe date of receipt of the notice ofthe dispute, then the parties shall submit the
matter to non-binding mediation in Tarrant County, Texas, in accordance with the Industry
Arbitration Rules ofthe American Arbitration Association or other applicable rules governing
mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be
liable for its own expenses,including attorney's fees; however, the parties shall share equally
in the costs ofthe mediation.Ifthe parties cannot resolve the dispute through mediation,then
either party shall have the right to exercise any and all remedies available under law regarding
the dispute, including trial by jury. Notwithstanding the fact that the parties may be
attempting,to resolve a dispute in accordance with this informal dispute resolution process,
the parties agree to continue without delay all of their respective duties and obligations under
this Agency Agreement not affected by the dispute. Either party may, before or during the
exercise of the informal dispute resolution process set forth herein, apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such relief is
necessary to protect its interests.
(iii) The Lender acknowledges and agrees that the Agent's performance of this Agency Agreement
is subject to the relevant local laws,regulations, decrees, orders and government acts and the
rules, operating procedures and practices of any relevant stock exchanges, clearance systems
or market where or through Loans are to be carried out and to which the Agent may be subject
and as exist in the country in which any Securities or Collateral are held.
n. Cotintemarts.This Agency Agreement may be executed in several counterparts, each of which
shall be an original,but all of which together shall constitute one and the same agreement.
o. US Jurisdictional Requirements
i. Lender represents and warrants that,throughoutthe term of this Agency Agreement,and as long
thereafter as a Loan is outstanding the Lender is: (i)a"qualified investor"as defined under 15
U.S.C. 78c(54);and,(ii)Lender is a"qualified purchaser"for purposes of Section 3(c)(7)ofthe
Investment Company Act of 1940,as amended.
fi. Lender represents and warrants that it is not a fund or plan subject to the Employee Retirement
Income Security Act of 1974(ERISA), is not an affiliate of Citibank under section 23A ofthe
Federal Reserve Act,and that no Citibank affiliate has investment discretion over the assets to be
lent(unless specific authorization exists under Applicable Law).
iii. If Lender selects reverse repurchase transactions as an approved investment option in Schedule III
hereto, Lender represents and warrants that: (i)Lender is familiar with the provisions of Rule 144
under the Securities Act; and, (ii)Lender is, not, and within the preceding three months has not
been,an"affiliate"ofthe issuer of any Purchased Securities as that term is used in Rule 144.
Page 10 of 22
DocuSign Envelope ID:73F1 DD86-AA8a-4247-AD9A-E278DA2FFC9B
iv. The parties intend the fallowing to apply in the event the Agent becomes subject to a proceeding
under a U.S.special resolution regime and, notwithstanding the selection of law and jurisdiction
in this Agency Agreement,a dispute or controversy shall be heard in another forum:
(i) In the event the Agent becomes subject to a proceeding tinder a U.S.special resolution
regime,the transfer of this Agreement(and any interest and obligation in or under,and
any property securing, this Agreement (collectively with this Agreement, the
"Obligations"))from the Agent will be effective to the same extent as the transfer of
the Obligations would be effective under the U.S. special resolution regime if the
Obligations were governed by the laws of New York("US Law").
(ii) In the event the Agent or an affiliate of the Agent becomes subject to a proceeding
under a U.S. special resolution regime, default rights with respect to this Agreement
that may be exercised against the Agent are permitted to be exercised to no greater
extent than the default rights that could be exercised under the U.S. special resolution
regime if this Agreement were governed by US Law.
"U.S.special resolution regime" includes the Federal Deposit Insurance Act and regulations
promulgated thereunder and Title 11 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and regulations promulgated thereunder.
v. Lender authorizes Agent to: (1) amend the Agency Agreement, if applicable, and amend on
Lender's behalf any master securities loan agreement (MSLA), master repurchase agreement
(MRA) and any other agreements entered into by Agent on your behalf pursuant to this Agency
Agreement, whether in the form of industry standard or bespoke agreements (collectively the
"Applicable Agreements") including, but not limited to, agreeing to contractually acknowledge
stays and overrides of default rights that would be applicable under special resolution regimes
("SRRs")and the potential bail-in of liabilities under SRRs;(2)to adhere to any protocols published
by the International Swaps and Derivatives Association, Inc. on Lender's behalf, including the
ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,with
respect to the Applicable Agreements; and/or (3) take any other action on Lender's behalf that
Agent, in its sole discretion,deems to be necessary to comply with the Resolution Regulations.
[Signatures Appear on Following Page]
Page 11 of 22
DonuSign Envelope ID:73F1DDB6-AABO-4247-AD9A-E278DA2FFC8B
IN WITNESS WHEREOF,the parties hereto have-caused this Securities Lending Agency Agreement
to be executed as of the date set forth above.
CITIBANK, N.A.,Agent CITY OF FORT WORTH, Lender
DowSigned by;
B jyF(,sg A�R�FSdRR By: i1sds J.Papa(Sep f.202116--n CDT)
Name: Rich Kissinger Name: Jesus "Jay" Chapa
Title: Director Title: Deputy City Manager
Contract Compliance Manager:
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.
C�
By:
Name: Jo inn SaMfOa•d
Title: Ass[.Finance Director&City Treasurer
ATTEST:
By: g,p
Name: Ronald P. Gonzales
Title: Acting City Secretary
APPROVED AS TO FORM AND
LEGALITY:
By: �,�(��/s- w
Name: Denis C. McElroy
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 21-0173
Form 129�79o�s not apply
Page 12 of 22
Schedule I
to the Global Securities Lending Agency
Agreement,
Between CITIBANK,N.A.,As
theAgent and the Lender
SECURITIES.LENDING BORROWERS
LENDER: CITY OF FORT WORTH
US Borrower List
Barclays Capital Inc.
BMO Capital Markets Corp.
BNP Paribas Securities Corp.
BofA Securities, Inc.
Cantor Fitzgerald & Co.
CIBC World Markets Corp.
Citigroup Global Markets Inc.
Commerz Markets LLC
Credit Agricole Corporate and Investment Bank
Credit Agricole Securities (USA), Inc.
Credit Suisse Securities(USA)LLC
Daiwa Capital Markets America Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs&. Co. LLC
HSBC Securities (USA) Inc.
ING Financial Markets LLC
J.P. Morgan Securities LLC
Jefferies LLC
Mizuho Securities USA Inc.
Morgan Stanley & Co. LLC
MUFG Securities Americas Inc
Natwest Markets Securities Inc.
Nomura Securities International, Inc.
Pershing LLC
RBC Capital Markets, LLC
Scotia Capital (USA) Inc.
SG Americas Securities, LLC
Societe Generale, New York Branch
UBS Securities LLC
Wells Fargo Securities, LLC
In connection with loans of Securities and reverse repurchase transactions (if
previously approved as investment vehicle for Securities lending cash collateral)
within the terms of the securities lending program, we authorize the use of the
following entities as third party custodians of(a) collateral for securities lent under
the securities lending program, and (b) Securities purchased under repurchase
transactions (if previously approved) and cash collateral remitted for such
purchases: The Bank of New York and JP Morgan Chase Bank. We further
authorize Citibank, N.A., as our agent to enter into the necessary agreements to
effectuate the foregoing.
DocuSign Envelope ID:73F1 DD68-AABO-4247-AD9A-E278DA2FFC9B
Schedule II
to the Global Securities Lending Agency
Agreement,
Between CITIBANK,N.A.,
As the Agent and the Lender
Lo l lakallzajjon.F-a,umCterC
The Agent shall accept only the following types of Collateral in an amount equal to or greater than the
designated maintenance requirement(for the specific type of Loan)for any Loans entered into pursuant
to authority in the Securities Lending Agency Agreement:
A. Collateral
(i) US Dollar Cash
(ii) 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.
B. 1'�il]>gLls�_B&SI�!> g31I {
(i) Loans of US Government or Agency Securities: 102%plus accrued interest.
*Note: Market practice is to operate within a Cl 50,000/$150,000 de minimis collateral shortfall tolerance.
Margin will not be called for amounts below @150,000 / $150,000 provided the collateral percentage
remains at a minimum 100%.
CITIBANK,N.A. CITY OF FT.WORTH,Lender
as Agent Dacuslaned by;
By: 79FC98A207ES408... By: llsus J.Chapa(Sep 1,202116:06 CDTI
Name: Richard Kissinger Name: Jesus ".lay" Chapa
Title: Director Title: Deputy City Manager
DocuSign Envelope ID:73F1DDBB-AABO-4247-A09A-E278DA2FFC9B
Schedule III
to the Global Securities Lending Agency
Agreement,
Between CITIBANX,N.A.,As the
Agent and the Lender
INVESTMENT GUIDELINES FOR
SECURITIES LENDING CASH COLLATERAL
LENDER: CITY OF FORT WORTH
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:
Money Market Fund Tielcer CUSIP
GOVERNMENT FUNDS
B1ackRock Liquidity Funds Fed Fund TFDXX 09248U700
Federated Government Obligations Fund GOIXX 60934NI04
Fidelity Investments Government Portfolio FRGXX I849969A6
Goldman Sachs Financial Square Government Fund FGTXX 38141 W273
HSBC US Government Money Market Fund HGIXX 40428XI07
Invesco Government&Agency Portfolio AGPXX 825252885
JPMorgan U.S. Government Money Market Fund OGVXX 4812C2684
U.S.Government Money Market Fund-RBC Institutional Share Class TUGXX 74926P696
Morgan Stanley Institutional Liquidity Fund Government Portfolio MVRXX 61747C707
State Street Institutional US Government MMKT Fund SAHXX 857492573
Western Asset Institutional Government Reserves INGXX 52470G791
PRIME FUNDS
Blackrock Liquidity Funds Temp Fund Portfolio TMPXX 09248U619
Federated Prime Obligations Fund POIXX 60934N203
Goldman Sachs Financial Square Prime Obligations Fund FPDXX 38141 W364
JPMorgan Prime Money Market Fund CJPXX 4812AO367
Morgan Stanley Institutional Liquidity Fund Prime Portfolio MPFXX 61747C711
State Street Liquid Reserves Fund SSHXX 85749R487
DocuSign Envelope ID:73FIDDBB-AABO-4247-AD9A-E27BDA2FFC9B
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 Regulation
• 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 counterparties that are recognized as a"Primary Dealer" in
Government Securities as per the NY Federal Reserve Bank.
• Executed with counterparties,who have,or its parent have, 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 counterpary.
Executed with underlying collateral that is a security meeting the criteria described in
item 1 above. In addition, collateral for repurchase transactions may 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.
DocuSign Envelope ID:73F1 DID BO-AABO-4247-ADM-E278DA2FFG9D
Schedule IV
to the Global Securities Lending Agency Agreement,
Between CITIBANK,N.A., As the Agent
and the Lender
U .r.a AND REVENUE PERC NTACF,PA Y7V1F,1yTRy rtxF.
LEMLE.
Pursuant to section 8.b. of the Agency Agreement,the Lender agrees to pay to the Agent 10%of(i)the
investment income(net of rebates) on cash Collateral delivered to the Agent on the Lender's behalf in
respect of any Loans by the Borrowers and(ii) fees paid by a Borrower with respect to a Loan for which
non-cash CoIlateral is provided.
DocuSign Envelope ID:73F1DD66-AABO-4247-AD9A-E278DA2FFC9B
Schedule V
to the Global Securities Lending Agency Agreement,
Between CITIBANK,N.A.,As the Agent
and the Lender
CUTOFF TIMES FOR SALES NOTIFICATION
Daily deadlines for the Lender"s requests to terminate a loan under Section 9.b.of the Agency Agreement
are as follows:
o For FRB Eligible Securities-Settlement Date by 9AMEST
o For U.S. Equities and U.S. Corporate bonds via OTC-TradeDate
DocuSign Envelope ID:73F1 DDB6-AABO-4247-AD9A-E278DA2FFC9B
Schedule VI
to the Global Securities Lending Agency Agreement,
Between CITIBANK,N.A.,As the Agent
and the Lender
VED LENDING AGREEMENTS,
TYPE OF SECURITIES APPLICABLE LENDING AGREEMENT*
US Securities Master Securities Loan Agreement(2000
version)
Note: Agent shall provide Lender with a copy of the applicable Lending Agreement upon
request.
DocuSign Envelope ID:73FI DD96-AABO-4247-AD9A-E278DA2FFC98
Schedule VIII
to the Global Securities Lending Agency Agreement,
bBetween CITIBANK,N.A.,As the Agent and the Lender
i LIST OF DESIGNATED ACCOUNTS
t Custodian w Account Name Account Number
a 206808
237302
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CITI�ANK,N.A.,Agent CITY OF FORT WORTH,
Lender
i
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ocuSigned by:
o.9FCOBAME54BB.. ��4•�'^' 'f
By: S By: Jlsus J.�Ilapa(SeP ,2D_ 7�M
IName: Richard Kissinger Name:
6ritle: Director Title:
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DocuSign Envelope ID:78F1 DD86-AABO-4247-AD9A-E278DA2FFC9B
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 03/09/21 M&C FILE NUMBER: M&C 21-0173
LOG NAME: 13SECURITIES LENDING 2021
SUBJECT
(ALL)Authorize Execution of Professional Services Agreements with Citibank, N.A.for the City's Securities Lending Program
RECOMMENDATION:
It is recommended that the City Council authorize the execution of professional services agreements with Citibank,N.A.forthe City's Securities
Lending Program.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C)is to authorize new agreements with Citibank, N.A.(Citibank)to continue providing
professional services and function as agent and custodian for the City's Securities Lending Program (SLP).
The SLP is a portfolio management strategy involving the lending of the City's securities to a primary dealer with the substitution of securities of
greater market value being safe-kept by a third party custodial bank in an account in the City's name.The program is designed so that the City
eams supplemental income on the portfolio without losing ownership or interest payments on the loaned securities. The SLP entails the following
services/functions:
• Negotiate rebates and/or lending fees with the borrowers
• Collect from borrowers the cash,securities or other financial instruments that services as collateral for the loans
• Enter into and sign,as agent for the City,such documents and instruments, including but not limited to repurchase agreements,tri-party
agreements, subscription agreements,asset management agreements or other relevant agreements as are required forthe investment of
collateral
• Hold in custody and/or enter into any required agreement with a third party custodian that will hold in custody any and all loaned securities
and collateral
• If requested by the City,to invest on the City's behalf all cash collateral delivered by borrowers in respect of loans
• Perform daily the"mark to-market"function and to request and return collateral
• Collect or arrange for the collection of any interest,dividends or other distributions or other payments of any kind on loaned securities
(including but not limited to manufactured dividends,if any,and other distributions due to the City in respect of the loan)and pay the same to
the City
• Terminate or modify any loan at any time as required by the City
• Indemnify and hold the City harmless from and against damages,losses,costs,and fees incurred by the City that result from Citibank's
negligence or willful misconduct in performing its duties as the agent
A securities lending program is very complex and requires an agent that has a robust network of borrowers along with a sizable portfolio of
lendable assets.
Citibank has provided services for the City's SLP since 2011,when it was awarded the agreement following a competitive procurement process
(M&C P11216). Some of the key benefits that have been provided during Citibanks tenure include the following:
• Since the inception of the SLP with Citibank,the City has earned more than$14.5 million in lending income
• The City's SLP has outperformed the lending market in total return to lendable assets by an average of 15 basis points over the past five
years,as reported by the independent industry benchmarking service DataLend
• Citibank's SLP is a premier provider of agency lending services,with over$4 trillion of lendable assets(an increase of—193%since 2C15)
• Due to the customized reinvestment structure Citibank and the City treasury has implemented,the Citibank's lending program has nearly
twice as many assets on loan (utilization)as compared to the industry average of other governmental entities with the same securities,as
reported by Datal-end
• The Citibank program has been designed to enable the City to offset custody charges directly from lending revenue with no out-of-pocket
expenses
Staff has been satisfied with Citibank's performance under the current agreement. Citibank has agreed to continue under its existing
compensation structure,which involves a 90110 revenue split(the City receiving 90%of the revenue and Citibank receiving 10%)and custody fees
of approximately$2,000.00 per month per account. Staff conducted an informal survey of several other cities/organizations and has determined
that the existing/proposed rates are subtantially better than the 80/20 or 7C/30 splits,which are most common. In addition to a less favorable
revenue split,switching vendors would involve an estimated transitional period of up to six months,which could result in a loss of income of
approximately$500,000.00.
To retain the highly favorable fee structure and avoid loss of revenues due to a transition,staff highly recommends entering into new agreements
with Citibank for the SLP to provide professional services as agent and custodian.
Staff recommends mirroring the structure of the current contract,with an initial term of one year and nine(9)one-year renewal periods,with each
renewal at the City's sole option.
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:Citigroup,Inc.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of the professional services agreement,funds
will be deposited into the City's operating funds. The Financial Management Services Department is responsible for the collection and deposit of
funds due to the City.
Submitted for City Manager's Office by: Jay Chapa 5804
Originating Business Unit:Head: Reginald Zeno 8517
Additional Information Contact: John Samford 2318
Expedited