HomeMy WebLinkAboutR-85-0687J-85-640
RESULUT I ON NO. 85-687. .
A RESOLUTION RATIFYING;, APPROVING AND CONFIRMING 1
ATTACHED CUSTODIAN BANK AVRE;ENENT BETWEEN THE: BOARD
OF TRUSTLbS OF THE; MIAMI CITY EMPLOYEES' RETIREMENT
SYSTEM AND 1 Dl;51GNATED BANKING FIRM THEREBY
PROVIDING CUSTODIAL SERVICES TO SAID SYSTEM, USING
MONIES THEREFOR FRUM THE: SYSTEM TRUST FUND
BE IT RUSOLVE;D BY THE: COMMISSION OF THE CITY OF MIAMI, FLORIDA:
Section I. The attached custodial service agreement between
the board of Trustees of the Miami City Employees' Retirement
System and the following firm are hereby ratified, approved and
confirmed thereby providing custodial services to said System,
using monies therefor from the System 'Trust Fund:
Comerica Trust Company of Florida
PASSED AND ADOPTED this 20th day of June, 1985.
TEST:
RALPH ONGIE
CITY CLERK
PREPARED AND APPROVED BY:
ROBERT F. CLARK
DEPUTY CITY ATTORNEY
APPROVED—AS%r-O'FORM AND CORRECTNESS:
LJVV 111 !1.
C I TY AT'I
Maurice A. Ferre
M A Y O R
CITY COMMISSION
MEETING OF
J U N 20 1985
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RESOLUTAJ.J
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CUSTODIAL SERVICES AGREEMENT
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AGREEMENT, made as of June , 1985 by and between
Tile Board of Trustees of Tile Miami City Employees' Retirement
System ("Board of Trustees") and Comerica Trust Company of Florida,
a corporation organized and operating under the laws of the State
of Florida, hereinafter referred to as the "Custodian".
WITNESSETH:
WHEREAS, The Miami City Employees' Retirement System
("Trust") is an irrevocable Trust established by Ordinance, effective
December 6, 1939; and
WHEREAS, the City Commission of the City of Miami did
appoint a Successor Trustee to administer the Trust previously
created by Ordinance. The Successor Trustee, known as the Board
of Trustees of The Miami City Employees' Retirement System ("Board
of Trustees"), having been appointed by Ordinance 8207 ("Ordinance")
dated November 21., 1973, a copy of which is attached hereto as
Exhibit "A"; and
WHEREAS, Section 7 of the Ordinance reserves to the
Board of Trustees the right to employ persons or firms to assist
the Board of Trustees in the performance of its Trust duties; and
WHEREAS, the Board of Trustees desires to replace Florida
National Bank with Comerica Trust Company of Florida as Successor
Custodian;
NOW, THEREFORE, the Board of Trustees and the Custodian
agree as follows:
1. The Board of Trustees hereby appoints Comerica
Trust Company of Florida to act as Custodian of securities and funds
of the Trust and to perform certain other duties and functions
as more fully set forth below.
2. The Custodian shall receive and take into its possession
certain securities and funds owned by the Board of Trustees. A list of these
assets is attached hereto, marked as Exhibit "B", reflecting an accurate and
complete inventory of these assets, and made a part of this Agreement.
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85-687 .
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Tfie Custodian shall arr.ert responsibility for the cash, securities
and other property of the System under the terms of this Agreement.
In addition, the Board of Trustees will deliver or cause to be
delivered to the Custodian, other securities, cash and other property
from time to time, which shall be acquired and held, pursuant to the
terms of this Agreement.
3. Safekeeping. The Custodian shall be responsible for
the safekeeping of securities, cash and property ("Trust Property")
of the Trust and shall keep the Trust Property safe, secure and separate
from the securities, cash and property of its own or other accounts
under its custody or trust responsibility, and at no time shall the
Custodian co -mingle the Trust Property with any other property, provided
however, the Custodian shall be authorized to utilize registered securities
depositories for the confirmation, acknowledgement and book entry settlement
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of all transactions for depository eligible securities and for the
safekeeping of such securities.
4. Insurance. The Custodian shall provide the Board of
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Trustees with written proof that it has adequate insurance covering the
Trust Property and adequate fidelity bonds covering their officers and
employees who will be handling the Trust Property. The Custodian shall
Y a at all times maintain adequate insurance and fidelity bonds as required
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herein and shall immediately notify the Board of Trustees of any changes,
modifications or cancellations of such insurance and bonds which would
ate` reduce coverage of the Trust Property.
" 5. Registration of Securities. The Custodian or its
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authorized depository shall hold all stocks, bonds and all other
registerable securities registered in the name of the Trust or in FIFO
solely b
Company, an exclusive nominee name to be used
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exclusively for the Trust.
6. Purchases. Upon receipt of written directions and
insofar as funds are available for this purpose, the Custodian shall
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K pay for andrecei.ve all portfolio securities purchased for the account
of the Trust, such payments being made to the bank, securities
dealer or broker representing the seller only upon receipt by the
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b Custodian or its agent of the securities and form for transfer
satisfactory to the Custodian.
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85--68'7. .
7. Exch.ang_o or Securities. Upon receipt of proper
instruct tons, the Custodian shall exchange portfolio securities
held by them for the account of the Trustees for securities
In connection with any reorganization, merger, consolidation,
stock split, change in par value, conversion or otherwise. The
Custodian shall deposit any such securities as are required in
accordance with the terms of any reorganization of a protective
plan. Without further instructions, the Custodian is authorized
to exchange securities in temporary form for securities in
definitive form, to effect an exchange of shares when a par
value of stock has changed, and upon receiving payment in clearing
house funds therefor, to surrender bonds or other securities at
maturity or when advised of earlier call for redemption. The
Custodian accepts responsibility for being aware of any such
calls and for taking such appropriate action as is required and
authorized under the terms of this Agreement.
8. Sales of Securities. Upon receipt of proper instructions
the Custodian shall make delivery of portfolio securities sold for
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the account of the Trust, such delivery to be made only upon payment
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therefor in lawful money of the United States paid to the Custodian
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or its agent. The Custodian shall arrange such stock or bond transfer
.is are necessary prior to snle in order to effect delivery to the buyer.
9. Non -Discretionary Dealings in Portfolio Securities.
The Custodian shall in general attend to all ministerial matters and
make all ministerial decisions in connection with the sale, exchange,
substitution, purchase of other dealings with securities and other
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properties of the Trust except as directed from time to time by the
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Board of Trustees. The term "Ministerial" shall mean acts whereby,
in carrying out its duties, the Custodian is not"presented with a
choice between two or more alternatives, each of which has independent
economic consequence. The Custodian shall attend to the following
matters and decisions whether or not they are deemed ministerial:
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(a) The sale of any fractional interest in stock received
for the account of the Trust resulting from a stock dividend or stock
split, and the crediting to the principal of this account with the
proceeds; and
(b) The exchange of securities where the exchange is purely
ministerial.
10. rank Account. The Custodian shall open and maintain
accounts in the name of the Trust subject only to draft or order by
the Custodian or its agent upon the written directions of the Board
of Trustees or its designee. All monies received by the Custodian
from or for the account of the Trust will be deposited in such accounts
as the Hoard of Trustees or its designee may direct and all monies
controlled by the Custodian shall be invested. The Custodian or
its agent shall provide such reasonable banking services as shall
be required by the Hoard of Trustees.
11. Collections. The Custodian shall collect, receive and
deposit for the account of the Trust all income and other payments with
respect to the securities deposited with the Custodian and shall
execute ownership and other certificates and affidavits for all federal,
state or local tax purposes and for the collection of bond and note
coupons. The Custodian shall take all other action necessary and proper
in connection with the collection, receipt and deposit of such income
and other payments, including but not limited to, the presentation
for payment of all coupons and all other income items requiring presentation
on all securities which may mature or be called, redeemed, retired or
otherwise become payable, and the endorsement for collection in the name of
the Trust of all checks, drafts and other negotiable instruments. The
Custodian shall receive and collect all stock dividends, rights and other
similar items and shall deal with the same pursuant to the direction of
Lite Hoard of Trustees or its designee.
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85-68 . .
Proxies, Notices, Etc. Tbe�-'Cjstodian shall execute
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all proxy statements and all other notices, requests or announcements
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affecting or relating to securities held in its custody for the
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Trust and shall, when directed by the Board of Trustees or its designee,'
execute or deliver such proxies or other authorizations as may be
required. The Custodian shall exercise any power inherent in any such
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securities, including any power to vote the same, or execute any proxy
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by power of attorney or any similar instrument and give any consent,
approval or waiver with respect thereto, or take any other similar
action, upon direction from the Board of Trustees or its designee.
13. Disburl6ents. In connection with its ministerial duties,
the Custodian shall pay or cause to be paid insofar as funds are available
for the purpose, such hills, statements and other obligations of the
Trust (including but not limited to obligations in connection with the
conversl.on, exchange or surrender of securities owned by the Trust,
interest charges, mail or insurance expense, dividend disbursements -
taxes, and other similar expenses) that are approved specs C
the Board of Trustees or its designee. No disbursement shall be made
unless the Custodian has received written directions from the Board of
Trustees or its designee.
14. Books, Records and Accounts. The Custodian shall maintain
accurate and detailed accounts and complete records of all transactions
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in the investment accounts of the Trust, and shall render statements
or copies thereof from time to time as requested by the Board of Trustees
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or its designee. The Custodian shall assist in the preparation of reports
and audits of accounts of the Trust and other similar matters in connection
with the duties of Custodian. The Custodian shall provide the following
reports:
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(a) Monthly statements of principal and income disclosing
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balances and all transactions which occurred during the
month; and
(b) A list of assets held by the Custodian for the Trust as of
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the end of each month, and on those other occasions as
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requested by the Board of Trustees or its designee; and
(c) A quarterly report setting forth the performance of the
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Custodian and the Money Managers of the Trust; and
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(d) A quarterly report reconciling the differences between
the Custodian and the Money Managers for the Trust regarding
the pricing of assets.
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Ail books, records, accoutits and Trust Property held by the
Custodian shalt be open to inspection and audit at all reasonable
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times by the Beard of 'Trustees, persons designated by the hoard of
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Trustees, or. the City of. Miami.
15. Written directions. The term "written direction" or
"written directions" as used in this Agreement shall include either
(1) "written directions" from the Board of Trustees or (Z) "written
directions" from a person authorized to act pursuant to a resolution
of the Board of Trustees certified by the Administrator of the Board
of Trustees. The Board of Trustees shall certify to the Custodian in
an incumbency certificate the actual specimen signature of each of the
incumbent Trustees and such person or persons who may from time to time
be authorized by the Board of Trustees to act pursuant to any "written
direction" or "written directions" of the Board of Trustees. The
Custodian shall be entitled to rely upon such incumbency certificate
provided by the Board of Trustees in determining whether any "written
direction" or "written directions" are in fact authorized by the Board
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of Trustees. The Board of Trustees shall be solely responsible for
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keeping the incumbency certificate current at: all times. The Custodian
shall be entitled further to assume in good faith any such "written
direction" or "written directions" of the Board of Trustees comply with
all ordinances of the City of Miami in existence from time to time. In
the event the Custodian shall have any doubt as to the interpretation
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of meaning of "written direction" or "written directions" hereunder,
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it shall request express written authority from the Board of Trustees
for clarification. The Custodian shall have no liability if it acts
on "written directions", and the Board of Trustees shall hold the
Custodian harmless and indemnify it in respect of all such actions.
16. Compensation of the Custodian. Unless and until changed
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by mutual consent, in writing, the Custodian's compensation shall be
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in accordance with their schedule of fees, a copy of which is attached,
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marked as Exhibit "C" and incorporated herein.
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8j"687.
17. Account Executive. Custodian assigns Gerald L. Price, Jr.
as its Account Executive to service the Trust. Any replacement of the
Account Executive shall be subject to the approval of the Board of Trustees.
18. Termination. Either party to this Agreement may terminate
the same by notice in writing, delivered or mailed postage prepaid to
the other party hereto not less than thirty (30) days prior to the date upon
which such termination shall take effect. Upon termination of this
Agreement, the hoard of Trustees shall pay to the Custodian such
compensation as may be due as of Lite date of such termination. Pursuant
to written directions of the hoard of Trustees, the Custodian shall
deliver to the Board of Trustees or the Successor Custodian appointed
by the Board of Trustees all, securities held by the Custodian hereunder,
duly endorsed and in form satisfactory for transfer, all funds, securities
and Trust Property of the Board of 'Trustees deposited with or held by the
Custodian Hereunder, as well as all books, records, entries, accounts
and statements held by the Custodian pursuant to this Agreement.
19. Notices. Notices, requests, instructions and other
writings delivered to the Board of Trustees at Miami City Nall,
3360 Pan American Drive, Miami, Florida 33133, or mailed postage prepaid
to the Board of Trustees at P. 0. Box 330708, Miami, Florida 33233-0708,
or to such other address that the Board of Trustees may have designated
to the Custodian in writing shall be deemed to be properly delivered
or given to the Board of Trustees hereunder, and notices, requests,
instructions and other writings delivered to the Custodian at their
office at 1900 Corporate Boulevard Northwest, Suite 100, Boca Raton,
Florida 33431, shall be deemed to be properly delivered or given
to the Custodian hereunder.
20. This Agreement is executed and delivered in the State
of Florida and shall be goverened by the laws of such State.
21. All terms and provisions of this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the
respective successors and assigns of the parties hereto. The Custodian
shall not assign this Agreement without the prior written approval
of the Board of Trustees. This Agreement shall continue in force and
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85--687
effect until modified by mutual written agreement of the parties and
shall be subject to mandatory review by the parties every three years
hereafter.
22. No agreement or provisions of this Agreement shall
be changed, waived, discharged or terminated orally, but only an
instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought.
23. The captions of this Agreement are headed for convenience
of reference only, and in no way define or delimit any of the provisions
hereof or otherwise effect their construction or effect.
24. This Agreement may be executed simultaneously in two
or more counterparts each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
SUE
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BOARD OF TRUSTEES
MIAMI cvey rMPI,oy rs' RCTIRME"NT SYSTrM
IiY Seal.) ISY
L. Pl mmpr,,• r.. airman Donald March, Vice Chairman
IlY �`- (Seal) BY - rl �____1�<�_���G�►''(Seal)
Jud\Ca �Ar ' v 4Kenne ) BY ? (Seal) BY 1)
Kemper McCue AurelLug nes
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BY c (Seal) BY
Robert EN Weilbacher, Mark W. Wisner
BY
--P_au--�'aun
Witnesses as to Truste s: ATTEST:
Elena Rodriguez; A inistrator
A Ard
Witne,saes as to Custodian:
COMERICA TRUST COMPANY OF FLORIDA
Custodian
Arthur R. Bradley, Presitet'it
ATTESTS
(Corporate Seal)
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85--683 a . .
SCHEDnE OF FEES
The Custodian shall be compensated quarterly based upon the
following schedule of fees which shall remain unchanged for three years
from the date of this Agreement:
Quarterly Yearly
A. Administrative Fee $ 750.00 $3,000.00
t3. Administrative Fee per Money Manager 1,500.00 6,000.00
of $2,000 per year - 3 Managers
>' c. Transaction Fee
$20.00 per transaction for first
300 transactions per quarter.
-'n Remainder at $1.7.50 per transaction.
r. D. Issue Fee
Issues held at the close of the
Quarter $7.00 per issue
E. Miscellaneous Expense
F. Provided, however, that the total fee payable to the Custodian
shall not exceed $48,000 per fiscal year of the Trust, based
upon the assumption that the Board of Trustees shall retain
a no more than three (3) Money Managers. In the event that more
than three (3) Money Managers are retained, this provision shall
not apply.
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3 The schedule of fees shall be renegotiated two years from the date of this
} Agreement, and any change in the schedule of fees shall become effective
the first day of the fourth (4) year of this Agreement.
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ss-687-
SERVICE AGREEMENT
This AGREEMENT made as of June
1985 by and between
Comerica Trust Company of Florida (hereinafter referred to as "Principal")
and Flagler Federal Savings and Loan Association of Miami (hereinafter
referred to as the "Agent")
WITNESSETH THAT:
WHEREAS, the Principal has agreed to provide directly or through
its Agent certain banking services as a Custodian under the Agreement with
The Board of Trustees of the Miami City Employees' Retirement System dated
June 10, 1985.
WHEREAS, the Agent has agreed to provide those services for a
correspondent relationship in a Memorandum of Understanding dated June 7
1985 with the Principal.
WHEREAS, in accordance with the provisions in the Memorandum of
Understanding dated June 7, 1985, the Memorandum is to be replaced by a
formalized agreement to be executed between the Principal and the Agent
to satisfy the request of the Board of Trustees of the Miami City Employees'
Retirement System.
NOW, THEREFORE, the Principal and the Agent hereby mutually
stipulate and agree as follows:
FINI
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ARTICLE I
Responsibility of the Principal
The Principal will establish a banking relationship with the
Agent. The relationship will consist of any one or all of the following
forms: correspondent deposits, fiduciary, and/or referral of business in
amounts mutually agreed to. The Principal and Agent will review the
activity as often as necessary, but at least on a quarterly basis to
determine the deposit amount necessary to maintain the relationship.
ADTTPTV TT
Responsibility of the Agent
2.1 The Agent will cash the City of Miami Retirement System
participant beneficiary checks which are drawn on the Principal's Michigan
bank. The participant beneficiary will provide proper identification in
accordance with instructions from the System's Administrator which must
be satisfactory to the Agent.
2.2 The Agent will place a "No Hold" as requested on the
monthly distribution of a System participant beneficiary providing the
beneficiary maintains an account with the Agent.
2.3 The acceptance of treasury tax and loan payments for the
Retirement System account which will be withdrawn by the Government. The
Agent must have collected funds at the time payment is made.
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2.4 The acceptance of miscellaneous deposits for the System
by the Agent with notification to the Principal.
2.5 To accept directions and other forms of communications
from the Principal other than in writing provided, however, that the
Principal shall furnish a written confirmation.
AbTTf"T t TTT
Termination
This AGREEMENT may be terminated by either party by providing
written notice delivered or mailed to the other party. The Termination
will take effect not less than 60 days after receipt of the written
notice.
This AGREEMENT is executed and delivered in the State of Florida
and shall be governed by the laws of such State.
This AGREEMENT shall continue in force and effect until modified
by mutual written agreement of the parties. No provisions of this AGREEMENT
shall be changed, waived, discharged or terminated orally but only by
written instrument signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
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85_68- 7. _
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IN WITNESS WHEREOF, the Principal has hereunto set his hand and
seal and the Agent has caused this Agency Agreement to be executed by its
officers teereunto duly authorized and its corporate seal to be hereunto
affixed, all on this day of June .20 , 1985.
WITNESSES:
Principal:
COMERICA TRUST COMPANY OF FLORIDA
BY:
Agent:
FLAGLER
ASSOC
BY:
(Corporate Seal.)
SAVI36S 0AM LOAN
OF
(6,r4o4ate Seal)
8J-'69, 7. .
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Comerica Trust Company of Florida Telephone: (305) 994-6800
1900 Corpo?O^N Boulevard Northwest,Suite 100 /"Nlorida Toll -Free Line: 1,-800-432-3204
Biwa Raton.. ,orida 33431
CDmencATrust Company of Florida
June 7, 1985
Memorandum of Understanding
Between Flagler Federal Savings and Loan Association of Miami
and Comerica Trust Company of Florida
Subject: City of Miami Retirement System
A proposal was presented to the City of Miami Retirement System
Board on June 5, 1985. As part of that proposal made by Comerica
Trust Company of Florida, hereinafter called the Trust Company,
there were services which Flagler Federal Savings and Loan
Association of Miami, hereinafter called the Bank, verbally agreed
to in consideration for a deposit relationship with the Trust
Company. They are as follows:
1. The encashment of checks drawn on the Trust Company's Michigan
bank by City of Miami Retirement System participants with
proper identification that currently do not have a relationship
with the Bank.
2. Placing a no held on participants monthly checks as requested
should the participants be a depositor of the Bank.
3. The acceptance of treasury tax and loan payments from the
Retirement System account which ultimately will be drawn
down by the Government.
4. The acceptance of miscellaneous deposits.
In light of the time restraints, this memorandum will be replaced
by a formal agreement between the two institutions which will be
executed prior to the Trust Company being approved as Custodian
by the City Commission.
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Arthur R. Bradley, Preside'nz_
Comerica Trust Company of Florida
Alfred JCce
et s
Senior V4eral
Consumern al Services
Flagler Savings and Loan
Association of Miami
85-'687. .
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