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HomeMy WebLinkAboutContract 63897CSC No. 63897 CUSTODY SERVICES AGREEMENT This agreement (this "Agreement"), effective as of September 29, 2025 (the "Effective Date"), is made by City of Fort Worth ("Client") and UMB Bank, n.a. ("Custodian" and, together with the Client, the "Parties"). WHEREAS, the Parties agree that Custodian will hold such monies and assets of Client under the terms and conditions of this Agreement unless and until instructed by the Client or by the Client's investment advisor (the "Investment Advisor"), to use such monies and assets to earn interest, or to acquire, invest in, or otherwise obtain for the benefit of the Client such assets, instruments, or securities held by Custodian (collectively, and including the monies and assets initially deposited with Custodian, "Custodial Property") as set forth in such Instructions (as defined in Section 9 below). WHEREAS, the Client and Investment Advisor may direct Custodian to invest, trade, or otherwise dispose of the Custodial Property, as may be required or otherwise authorized pursuant to the terms of any documents governing the operation of Client (the "OneratinLy Documents") or applicable law. WHEREAS, the Parties agree that Custodian will provide the services as set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: l . The above recitals are hereby incorporated into this Agreement and are made a part hereof, except to the extent modified by the terms and conditions set forth below. 2. SafekeeoinQ of Custodial Pronertv. (a) Custodian will provide safekeeping and transaction settlement services for Custodial Property as provided in this Agreement. Custodial Property may consist of assets, instruments, and securities, as permitted by any applicable operating documents of the Client and applicable law (hereinafter "Securities"), as authorized in the Operating Documents or applicable law; provided however that Custodian shall have no responsibility for monitoring Client's portfolio to ensure that it consists only of Securities it is authorized to invest in, it being understood that such responsibility lies with the Client and/or the Investment Advisor. Custodian shall not be responsible for any property of the Client that is not delivered to Custodian or for any pre-existing fault or defects in the assets that are delivered to Custodian. (b) Manner of Holding Securities. (1) Custodian shall at all times hold Securities (i) by physical possession of the share certificates or other instruments representing such Securities, in registered or bearer form, and in either Custodian's vault, the vault of an agent of Custodian, or in an account maintained by Custodian or agent at a Securities System (as hereinafter defined); or (ii) in book -entry form by a Securities System. Custodian may hold registrable Securities which have been delivered to it in physical form, by OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX registering the same in the name of the Client, or their nominee(s), or in the name of Custodian or its nominee(s). All such Securities shall be held in an account of Custodian containing only assets held by Custodian for the benefit of the Client. Custodian may also hold Securities unregistered or in so called street certificate form in order to effect delivery. (2) Custodian may deposit and/or maintain Securities, and the Client hereby approves the use of (a) the Depository Trust Company; (b) any other clearing agency registered with the Securities and Exchange Commission under section 17A of the Securities Exchange Act of 1934 which acts as a securities depository; (c) the Federal Reserve Bank or other entity authorized to operate the federal book -entry system described in the regulations of the Department of the Treasury or other book -entry system operated pursuant to comparable regulations of other federal agencies; and (d) any other clearing agency as instructed by the Client. Each of the foregoing shall be referred to in this Agreement as a "Securities Svstem", and all such Securities Systems shall be listed on the attached Appendix B. Use of a Securities System shall be in accordance with applicable Federal Reserve Board and Securities and Exchange Commission (the "SEC") rules and regulations, if any, and with the rules and regulations of such Securities System. (c) Purchases ofAssets. (1) Securities Purchases. In accordance with Instructions, Custodian shall, with respect to a purchase of Securities, pay for such Securities out of monies held for the Client, but only insofar as monies are available therein for such purpose, and receive the Securities so purchased. Unless Custodian has received Instructions to the contrary, such payment will be made only upon receipt of Securities by Custodian, a clearing corporation of a national securities exchange of which Custodian is a member, or a Securities System in accordance with the rules of such Securities System. Notwithstanding the foregoing, upon receipt of Instructions: (i) in connection with a repurchase agreement, Custodian may release funds to a Securities System prior to the receipt of advice from the Securities System that the Securities underlying such repurchase agreement have been transferred by book -entry into the account maintained with such Securities System by Custodian, provided that Custodian's instructions to the Securities System require that the Securities System may make payment of such funds to the other party to the repurchase agreement only upon transfer by book -entry of the Securities underlying the repurchase agreement into such account; (ii) in the case of interest bearing deposits, currency deposits, and other deposits, Custodian may make payment therefore before receipt of an advice of transaction; and (iii) in the case of Securities as to which payment for the Securities and receipt of the instrument evidencing the Securities are under generally accepted trade practice or the terms of the instrument representing the Securities expected to take place in different locations or through separate parties, Custodian may make payment for such Securities prior to delivery thereof in accordance with Instructions, applicable laws, generally accepted trade practices, or the terms of the instrument representing such Security. (2) Other Assets Purchased. Upon receipt of Instructions and except as otherwise provided herein, Custodian shall pay for and receive other Custodial Property for the account of Client as provided in Instructions. (d) Sales ofAssets. (1) Securities Sold. In accordance with Instructions, Custodian will, with respect to a sale, deliver or cause to be delivered the Securities thus designated as sold to the broker or other person specified in the Instructions relating to such sale. Unless Custodian has 2 received Instructions to the contrary, such delivery shall be made only upon receipt of payment therefore in the form of. (a) cash, certified check, bank cashier's check, bank credit, or bank wire transfer; (b) credit to the account of Custodian with a clearing corporation of a national securities exchange of which Custodian is a member; or (c) credit to the account of Custodian with a Securities System in accordance with the rules of such Securities System. Notwithstanding the foregoing, Custodian may deliver Securities prior to receipt of payment for such Securities in accordance with Instructions, applicable laws, generally accepted trade practices, or the terms of the instrument representing such Security. In such cases, Custodian shall not be responsible for the selection of or the failure or inability to perform of such broker or its clearing agent or for any related loss arising from delivery or custody of such Securities prior to receiving payment. (2) Other Assets Sold. Upon receipt of Instructions and except as otherwise provided herein, Custodian shall receive payment for and deliver other Custodial Property for the account of a Client as provided in Instructions. (3) Unless otherwise directed pursuant to Instructions, Custodian shall retain as Custodial Property the proceeds of Securities that are sold, have matured, or have been called for prepayment or redemption. Securities or other property received through exchange, contribution, purchase, or otherwise shall also be held as part of the Custodial Property. (e) Exchange of Securities. Upon receipt of Instructions, Custodian will exchange Securities for other Securities or cash paid in connection with any reorganization or similar event and will deposit any such Securities in accordance with the terms of any reorganization or protective plan. Unless otherwise directed in Instructions, Custodian is authorized to: (i) exchange Securities for transfer into a nominee name; (ii) sell any fractional shares; and (iii) surrender bonds or other Securities at maturity or call upon receiving payment therefore. (f) Free Delivery of Assets. Notwithstanding any other provisions of this Agreement, Custodian, upon receipt of Instructions, will (i) make free delivery of Custodial Property, provided that such Custodial Property is on hand and available, and in connection with Client's transactions and (ii) transfer such assets to such broker, dealer, bank, agent, Securities System, or otherwise as specified in such Instructions. (g) Coroorate Actions, Put Bonds, Called Bonds, Etc. When Custodian learns that particular Securities have been called for prepayment or redemption or are subject to a tender offer, Custodian will promptly notify the Client and/or Investment Advisor. However, if the notice of prepayment or redemption or tender offer of any such Securities is not published at least ten (10) days prior to the call date in a financial publication to which Custodian subscribes, Custodian shall not be liable for any loss or damage caused by delay in the actual receipt of such notice. In addition, the Client agrees that if the Client or the Investment Advisor gives an Instruction for the performance of an act on the last permissible date for the performance of such act, the Client shall hold Custodian harmless from any adverse consequences in connection with acting upon or failing to act upon such Instructions. Unless directed to the contrary in Instructions, Custodian shall comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership of which Custodian receives notice through publications to which it normally subscribes and shall notify the Client of such action. 3 (h) Routine Dealings. Custodian will, in general, attend to all routine and mechanical matters in accordance with industry standards in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with Securities or other Custodial Property except as may be otherwise provided in this Agreement or directed by Instructions. Custodian may also make payments to itself or others from the Custodial Property for disbursements and out-of-pocket expenses incidental to handling Custodial Property or other similar matters relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Client. (i) Collections. Custodian shall (a) collect amounts due and payable to the Client with respect to Custodial Property; (b) promptly credit to the account of the Client and treat as Custodial Property all income and other payments relating to Securities and other Custodial Property held by Custodian hereunder upon Custodian's receipt of such income or payments, or as otherwise agreed in writing by the Parties; (c) promptly endorse and deliver any instruments required to effect such collection; and (d) promptly execute ownership and other certificates and affidavits for all federal, state, local, and foreign tax purposes in connection with receipt of income or other payments with respect to Custodial Property, or in connection with the transfer of such Custodial Property; provided however that with respect to Securities registered in so-called street name or physical Securities with variable interest rates, Custodian shall use reasonable efforts to collect amounts due and payable to the Client. Custodian shall not be responsible for the collection of amounts due and payable with respect to Securities or other Custodial Property that are in default. 0) Proxies and Notices; Compliance with the Shareholders Communication Act of 1985. Custodian shall deliver or cause to be delivered to the Client all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to Client's Securities that are received by Custodian and, upon receipt of Instructions, Custodian shall execute and deliver such proxies or other authorizations as may be required. Except as directed pursuant to Instructions, Custodian shall not vote upon any such Securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. Custodian will not release the identity of the Client to an issuer that requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Client, unless the Client directs Custodian otherwise in writing. 3. Additions to the Custodial Propertv. The Client may deposit additional monies to the account(s) governed by this Agreement, which monies are to be added to and included within the existing Custodial Property. The Client may also transfer or deliver Securities or other assets to Custodian; upon receipt by Custodian, such Securities or other assets shall be considered Custodial Property. 4. Withdrawals from the Custodial Property. The Client reserves the right to withdraw any part of the Custodial Property after giving written Instructions to Custodian, and Custodian will deliver such Custodial Property within twenty-four hours of receiving such Instructions, assuming the Custodial Property is available for delivery. 5. Investment of Custodial Propertv. (a) Custodian's services specifically do not include investment advice, and Custodian shall be under no duty to make any investment recommendations with regard to the Custodial Property. Investment transactions will be directed pursuant to Instructions. In addition, until such time that Custodian is otherwise advised in writing, the Investment Advisor also is authorized to 0 direct investment transactions for the account of Client pursuant to Instructions. Neither the Client nor the Investment Advisor will direct any purchases or sales of securities which are not eligible investments under applicable laws; provided however that Custodian shall have no responsibility to review such laws or to monitor any investments or investment Instructions for compliance with such laws. Client also confirms that the Investment Advisor has been provided a copy of this Agreement. Custodian shall be entitled to rely on, and be protected in acting on, Instructions, either written or oral, from the Client and/or the Investment Advisor. The Investment Advisor at no time shall be deemed to have possession of the Custodial Property. The Investment Advisor is allowed to affirm trades and must also provide written authorization of trades for documentation purposes. (b) Initially, the Client directs Custodian to invest available cash balances in such short-term money market investment vehicles as the Client designates pursuant to Instructions. 6. Custodial Reports. Custodian will furnish the Client with monthly reports of all transactions in this account and a list of all Custodial Property. Such reports will include but not be limited to the following: Beginning Balances, Income Cash, Principal Cash, Receipts, Payments, Description of Investments, Changes in Invested Cash, Purchases of Assets, Proceeds of Sales, Total Activity, and Closing Balance. The Client agrees that these reports are sufficient notification of the activities in this account(s) and relieves Custodian of any and all further requirements of any regulatory authorities. Such reports may be transmitted by Custodian either in a written document or via a communication effected through the Internet or web -based functionality (including without limitation, emails, data files, and other communications). 7. Notices. (a) Notices to the Client shall be delivered to: City of Fort Worth Attn: Treasury 100 Fort Worth Trail Fort Worth, TX 76102 (b) Notices to the Investment Advisor shall be delivered to: Public Trust Advisors Attention: Mark Creger 1717 17th Street, Suite 1850 Denver, CO 80202 (c) Notices to Custodian shall be delivered to: UMB Bank, N.A. 928 Grand Ave. Kansas City, MO 64106 Attention: Amy Small 8. Standard of Care: Indemnification. Custodian will not be liable to the Client for any losses or unfavorable results arising from its compliance with the Client's or Investment Advisor's Instructions, unless caused by Custodian's gross negligence or willful misconduct. In no event shall Custodian incur liability hereunder if Custodian or any Securities System, or any nominee of Custodian isprevented, forbidden, or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of (a) any provision of any present or future law, regulation or governmental or court order; or (b) any event beyond the control of Custodian or Securities System, such as armed conflict, riots, strikes, lockouts, labor disputes, equipment or transmission failures, natural disasters, or failure of the mails, transportation, communications, orpower supply. Custodian shall be without liability for any actions taken or omitted in good faith pursuant to the advice of counsel. Custodian may rely upon the advice of the Client and upon statements of the Client's administrators, accountants, and other persons believed by it in good faith to be expert in matters upon which they are consulted, and Custodian shall not be liable for any actions taken or omitted, in good faith, pursuant to such advice or statements. Custodian shall rely upon any resolutions of the governing body of the Client and shall have no liability for following any Instruction, advice, notice, request, consent, certificate, instrument, or paper appearing to it to be genuine and to have been properly executed by either the Client or the Investment Advisor. Custodian shall, unless otherwise specifically provided herein, be entitled to receive as conclusive proof of any fact or matter required to be ascertained from the Client or the Investment Advisor a certificate signed by any officer of Client or Investment Advisor authorized to provide Instructions. Custodian shall have no liability for any losses, damages, or expenses incurred by the Client arising from the use of a non -secure form of email or other non -secure electronic system or process by the Client or the Investment Advisor. Without limiting the generality of any other provisions hereof, Custodian shall be under no duty or obligation to inquire into, nor be liable for: (a) the validity of the issue of any Securities purchased by the Client, the legality of the purchase thereof or evidence of ownership required to be received by the Client, or the propriety of the decision to purchase or amount paid therefore; (b) the legality of the sale of any Securities by the Client or the propriety of the amount for which the same were sold; or (c) any other expenditures, encumbrances of Securities, borrowings, or similar actions with respect to any Custodial Property; and may, until notified to the contrary, presume that all Instructions received by it are not in conflict with or in any way contrary to any provisions of any Operating Documents or applicable law. Custodian shall not be liable to the Client for any loss, damage, or expense incurred by the Client resulting from or occasioned by the actions or omissions of a Securities System, the Investment Advisor, any issuer of Securities, or any broker or other third person with whom Custodian may deal, in the absence of Custodian's gross negligence or willful misconduct. In no event shall either Party be liable for attorneys' fees or for special, indirect, consequential, or punitive damages arising in connection with this Agreement. To the maximum extent permitted by law, Custodian's liability for the Client's losses is limited to an amount that shall not exceed the total compensation received by Custodian under this Agreement during the most recent rolling 12-month period or the actual time period this Agreement has been in effect if less than 12 months. This limitation shall apply regardless of the cause of action or legal theory asserted except in the case of gross negligence or willful misconduct or theft of Custodial Property by Custodian or its employees or agents. Nothing in this Agreement shall be construed as a waiver of the Client's governmental immunity or any other defenses available under Texas law. 9. Form of Instructions from Client or Investment Advisor. An "Instruction", as used herein, shall mean a request, direction, instruction, or certification initiated by the Client or the Investment Advisor and conforming to the terms of this section. An Instruction may be transmitted to Custodian by any of the following means: (1) a writing manually signed on behalf of the Client or the Investment Advisor by an Authorized Person; (ii) a telephonic or other oral communication from a person Custodian reasonably believes to be an Authorized Person; (iii) a facsimile transmission that Custodian reasonably believes has been signed or otherwise originated by an Authorized Person; (iv) a communication effected through the Internet or web -based functionality (including, without limitation, emails, data files, and other communications) on behalf of the Client or Investment Advisor; or (v) other means reasonably acceptable to both Parties. Instructions in the form of oral communications shall be confirmed by the Client or Investment Advisor by either a writing (as set forth in (i) above) or by facsimile (as set forth in (iii) above) but the lack of such confirmation shall in no way affect any action taken by Custodian in reliance upon such oral Instructions prior to the receipt of such confirmation. With respect to Instructions transmitted by facsimile, the Parties acknowledge and agree that Custodian cannot verify that the signature of an Authorized Person has been properly affixed and, accordingly, Custodian shall have no liability as a result of actions taken in reliance on an unauthorized facsimile instruction. Custodian shall create and maintain records of any Instructions or notices it receives from Client or Investment Advisor. If such Instruction or notice was submitted to Custodian in an electronic medium, Custodian shall use best efforts to provide information sufficient to allow tracing to the electronic source providing such Instruction or notice. 10. Representations of Parties; Delivery of Resolutions. Each Party represents that (i) its execution hereof does notviolate any of the provisions of any Operating Documents or applicable law and (ii) all required organizational action to authorize the execution and delivery of this Agreement has been taken. The Client shall promptly deliver to Custodian copies of the resolutions of its governing body and all amendments or supplements thereto, properly certified or authenticated, designating certain officers or employees of the Client, who will have continuing authority to certify to Custodian the names, titles, signatures, and scope of authority of all officers or employees of the Client and all officers or employees of the Investment Advisor, who are authorized to give Instructions or any other notice, request, direction, instruction, certificate, or instrument on behalf of the Client (or the Investment Advisor, as the case may be). All such persons, whether associated with or employed by the Client or the Investment Advisor, are collectively referred to herein as "Authorized Persons". Such resolutions and certificates may be accepted and relied upon by Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to Custodian of a similar 7 resolution or certificate to the contrary. Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, Custodian will be under no obligation to inquire into the right of the person giving such Instructions to do so. 11. Advances. In the event that, at the close of the business day on the date of any payment or transfer, there are insufficient funds held by Custodian to make such payment or transfer, Custodian will be under no obligation to, and will not, provide an advance of monies to the Client. 12. Fees and Exvenses. In consideration of the agreement of Custodian to render the foregoing services, the Client shall pay Custodian compensation in the amounts set forth in the attached Appendix A. 13. CONFIDENTIALITY. (a) Custodian agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Client all records relative to the Investors, not to use such records and information for any purpose other than performance of the Services, and not to disclose such information except when Custodian: (1) may be exposed to civil or criminal proceedings for failure to comply; (2) is requested to divulge such information by duly constituted authorities or court process; (3) is subject to governmental or regulatory audit or investigation; or (4) is requested to do so by the Client. In case of any requests or demands for inspection of the records of the Client, Custodian will endeavor to promptly notify the Client and to secure instructions from a representative of the Client as to such inspection, unless prohibited by law from making such notification. Records and information which have become known to the public through no wrongful act of Custodian or any of its employees, agents, or representatives and information which was already in the possession of Custodian prior to the Effective Date shall not be subject to this Section. (b) In connection with Custodian's provision of the Services, the Client may have access to and become acquainted with confidential proprietary information of Custodian, including, but not limited to: (1) client identities and relationships, compilations of information, records, and specifications; (2) data or information that is competitively sensitive material and not generally by the public; (3) confidential or proprietary concepts, documentation, reports, or data; (4) information regarding Custodian's information security program; and (5) anything designated as confidential (collectively, "Custodian Confidential Information"). Neither the Client nor any of its officers, employees, or agents (collectively, the "Recipients") shall disclose any Custodian Confidential Information, directly or indirectly, or use Custodian Confidential Information in any way, for its own benefit or for the benefit of others, either during the term of this Agreement or at any time thereafter, except as required in the course of performing its duties under this Agreement. The term "Custodian Confidential Information" does not include information that: (i) becomes or has been generally available to the public other than as a result of disclosure by a Recipient; (ii) was available to the Recipients on a non -confidential basis prior to its disclosure by Custodian or any of its affiliates; or (iii) independently developed or becomes available to the Recipients on a non -confidential basis from a source other than Custodian or its affiliates. The Client represents and warrants that it shall take and maintain adequate physical, electronic, and procedural safeguards in connection with any use, storage, transmission, duplication, or other process involving or derived from Custodian Confidential Information whether such storage, transmission, duplication, or other process is by physical or electronic medium (including use of the Internet). (c) Notwithstanding any contrary provision, the Client will comply with the Texas Public Information Act and related laws. (d) The provisions of this Section 13 will survive termination of this Agreement and will inure to the benefit of the Parties and their successors and assigns. 14. Term. (a) This Agreement shall continue in effect for a three-year period (the "Initial Term") beginning on the Effective Date. Thereafter, if not terminated as provided herein, the Agreement shall continue automatically in effect as to the Client for successive annual periods (each a "Renewal Term"). A "Term" shall mean either the Initial Term or a Renewal Term. (b) In the event this Agreement is terminated by the Client prior to the end of a Term, Client shall be obligated to pay Custodian the remaining balance of the fees payable to Custodian under this Agreement through the end of the Initial Term or Renewal Term, as applicable. A Party may terminate this Agreement at the end of such Term (the "Termination Date") by giving the other Party a written notice not less than 90 days' prior to the end of the respective term. (c) Upon the termination of this Agreement, Client shall pay to Custodian such fees as may be due Custodian hereunder, as well as its reimbursable disbursements, costs, and expenses paid or incurred. Upon termination of this Agreement, Custodian shall deliver, at the terminating Parry's expense, all Securities held by it hereunder to a successor custodian designated by the Client, or, if a successor custodian is not designated, then to the Client or as otherwise designated by the Client pursuant to Instructions. Client's obligations under this Agreement are subject to the annual appropriation of sufficient funds by Client's governing body. 15. Other. (a) Taxes and Withholding. Custodian shall not be responsible or liable for determination or payment of any taxes assessed against the Custodial Property or the income thereof nor for the preparation or filing of any tax returns, other than withholding required by statute or treaty. For such purposes, the status of the Client shall be described as follows (and the Client agrees to notify Custodian immediately in writing of any change in such status): The Client is a governmental entity, corporate and politic, duly established under the laws of the State of Texas. (b) Annlicable Law. Texas law shall govern and construe the terms of this Agreement. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the Parties shall in good faith modify or substitute such provision consistent with the original intent of the Parties. X (c) Entire Aareement. This Agreement, including the Appendices hereto, constitutes the entire agreement between the Parties. It may be amended by mutual consent in writing, but its terms may not be changed or altered by verbal statements made prior or subsequent to the execution hereof. (d) AML Compliance. The Client has established and maintains policies and procedures designed to meet any applicable requirements imposed by the USA PATRIOT Act, including policies and procedures designed to detect and prevent money laundering, including those required by the USA PATRIOT Act. The Client shall provide to Custodian, upon request, certifications regarding its compliance with the USA PATRIOT Act and other anti -money laundering laws (or the lack of applicability to the Program). The Client acknowledges that it or its administrator and distributor will assume responsibility for any applicable customer identification and verification and other CIP requirements. (e) Counterparts. This Agreement may be executed in one or more Counterparts (including via facsimile or email or other means of electronic delivery), each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Parties have caused this instrument to be executed. UMB Bank, n.a. City of Fort Worth, Texas Jesus J. Chapa By: By: Jesus J. Chapa (Aug 12, 202514:03:12 CDT Name: Am- y-gam [7tt-',11411 Name: Jay Chapa Title: Fwwe4tive Vice President Title: City Manager Iff Executed effective as of the date signed by the City Manager above. ACCEPTED AND AGREED: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: 4-1— By: Reginald Zeno (Sep 2, 2025 09:47:09 CDT) Name: Reginald Zeno Title: Chief Financial Officer Approved as to Form and Legality: By: Name: Taylor C. Paris Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A 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. Tay RI) ledce By: Jav Rutledge (Aug 28, 2025 09:38:/ Name: Jay Rutledge Title: Financial Services Manager, Treasury �oovvnRb 04 FORTIl� City Secretary:°�o�°° �o Ovo °o=o° o X-a6&U1Z4' c4L -C-e L aII44ti A54p� By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX APPENDIX A TO CUSTODY SERVICES AGREEMENT FEES Asset Value Fee To be computed as of month -end on the average asset market value of all accounts, at the annual rate of: ■ First $500,000 million in assets .60 basis point, plus ■ Next $500,000 million in assets .40 basis points Assets over $1 billion .30 basis points Subject to annual complex minimum* $25,000 * Assessed monthly at the greater of 1/12 of the asset basis point calculation or 1/12 of the annual minimum. Multi -Manager Fee Per manager, per year — after first manager $2,400 Control / Segregated Collateral Portfolio Per account, per year $2,400 Additional fees will be charged, and separate agreement(s) are required for blocker/feeder/SPV accounts. Portfolio Transaction Fees ■ Domestic transaction fees sent via an electronic method are waived.* $0 ■ Domestic transactions — instructed via e-mail or fax* $15 ■ Wire out and check issued — requested via electronic method are waived (non -settlement -related) $0 ■ Wire out and check issued — requested via email or fax (non -settlement -related) $25 * A transaction includes buys, sells, maturities, or free security movements. Special Services ■ Class Action Filings/Collection Included ■ Standard File Transmission (cash, holdings, transactions) Included ■ Conversion transactions Included ■ Non-standard file transmission, maintenance, monthly $200 Fees for activities of a non -recurring nature such as Company consolidations or reorganizations, third -parry tax recovery services support, extraordinary security transfers or shipments and the preparation of special reports will be subject to negotiation. Fees for other special items will be negotiated separately. Additional fees at $200 per hour, or as agreed upon by project, may apply for special programming or projects to meet your servicing requirements or to create custom reports or data extracts. Other Expenses Other expenses are out-of-pocket or pass -through expenses that include but are not limited to security transfer fees, certificate fees, shipping/courier fees or charges, bank DDA service charges, proxy fees/charges, legal review/processing of restricted and private placement securities, allocated pass -through costs of third -parry providers to the fund and expenses, including but not limited to attorney's fees, incurred in connection with responding to and complying with SEC or other regulatory investigations, inquiries or subpoenas, excluding routine examinations of UMB in its capacity as a service provider. 11 All fees, other than basis point fees, are subject to an annual escalation no greater than the increase in the Consumer Price Index —Urban Wage Earners (CPI). Such escalations shall be effective commencing one year from the effective date of each Fund and the corresponding date each year thereafter. No amendment of this fee schedule shall be required with each escalation. CPI will be determined by reference to the Consumer Price Index News Release issued by the Bureau of Labor Statistics, U.S. Department of Labor. This fee schedule pertains to custody of U.S. domestic assets only. We will provide our fee schedule for Euroclear and global custody upon request. Fees for services not contemplated by this schedule, including a material change in the scope of a service, will be negotiated on a case -by -case basis. 12 APPENDIX B TO CUSTODY SERVICES AGREEEMENT The following Securities Systems are approved for use in connection with the Custody Services Agreement between City of Fort Worth, Texas and UMB Bank, n.a.: SECURITIES SYSTEMS: Depository Trust Company Federal Book Entry 13