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HomeMy WebLinkAboutR-79-01001 "SUPPORTIVE DOCU'.' E 4 S �ii► FOLLOW" RESOLUTION NO. 7 9- 1 00 A RESOLUTION APPROVING THE EMPLOYMENT BY THE BOARD OF TRUSTEES OF TIIF. MTAMT CTTY GENERAL EMPLOYEES' RETIREMENT PLAN OF THE FAN AMERTCAN BANK, N.A., 70 PROVIDE CUSTO- DIAL SERVICES FOR THE SECURITY PORTFOLIO OF TILE, SAID FLAT]':', TRUST PROPERTY IN ACCORDANCE WITH THE ATTACHED SrHED,TTLF. AND BACKGROUND SUBMITTED BY SATD TAN AMERICAN BANK, N.A. , AND WITH THE ATTACHED AGREEMENT. WHEREAS, the Board of Trustees of the Miami City General Employees' Retirement Plan is authorized by law to retain or employ agents to have custody or control of trust property provided that said agent keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions affecting said trust property [City Code,Sec. 41-433(5)(a)]; and WHEREAS, several banks and trust companies submitted proposals to the said Board of Trustees to act as custodian of the aforesaid security portfolio which has a market value in excess of 47 million dollars; and WHEREAS, the fee schedule of said institutions on a quarterly basis appears in tabulated form on the attached sheet of "Custodian Proposals"; and "U'OCUME!:T IU�Utl ITEM WHEREAS, the Board has recommended to the City Commission that it is in the best interest of the City that the second lowest bidder, the Pan American Bank, N.A. (North Amtri.ca) be engaged to provide custodial services for the Plan's security portfolio; and WHEREAS, the City Commission finds it is in the best interest of the City to approve the aforesaid recommendation; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORTDA: Section 1. The employment by the Board of Trustees of the Miami City General Employees' Retirement Plan of Pan American Bank, N.A. to provide custodial services for the security portfolio of the said Plan's trust property is hereby approved in accordance with the attached schedule and background submitted by said Pan American Bank, N.A., and with the attached agreement. CITY COMMISSION MEETING OF FEB : 2 �y,a NO. 79• 1 0 ATTEST: PASSED AND ADOPTED this 22 day of FEBRUARY 1979. 1(72-15) CITY CLERK MAURICE A. FERRE. MAYOR PREPARED AND APPROVED BY: APPROVED AS TO FORM AND CORRE TNESS: .0 r, , KI'J0X , JR . CCTTJ Arf,TOREIE';Y "SUPPORTIVE DOCUMEN�i�;;I FOLLOW" '79.100 CUSTODIAL SERVICES AGREEMENT AGREEMENT, made as of , 1979, by and between The Board of Trustees ("Trustees") and The Miami City General. Employees Retirement Plan ("Plan") and The Pan American Bank, N.A., a corporation organized and operating under the laws of the Mtate of Florida, hereinafter referred to as the "Custodian". WHEREAS, The Miami City General Employees Retirement Plan is an irrevocable Trust established by Ordinance, 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 Truster, known a;; the Board of Trustees of The Miami City General. Employees Retirement Plan, having*, been appointed by Ordinance 8 O'7 ("Ordinance") dated November 21, 1973, a copy of which is nrttached hereto n;; Exhibit. "A", and WHEREAS, Section 7 or the Ordinance appointing the Successor Board of `.Trustees reserves to the Trustees the right; to employ persons or firms to assist the Trustees i.n the performance of Trustees duties: NOW, THEREFORE, the Trustees and the Custodian agree as fol.lows:0 _ 1. The Trustees hereby appoint the Pan American Bank, N . A .'l l (7) G to act as Custodian of securities and fund:; of the Plan and perform 1"" -0 certain other duties and Functions as more fully set forth below. a Fri i 2. The Custodian acknowledges having received and taken G Z into its possession certain assets, securities and f'rnic1::; owned by the rn Trustees. A list of these asset:; is attached hereto, marked as Exhibit "I3", reflecting an accurate and complete inventory of these assets, and made a part of this Agreement.. The Custodian shall accept responsibility for the cash, securities, property and other assets of the 11an under the terms of this Agreement. 3. Saf'ekeepini. The Custodian shall keep the securities, cash , property and assets( "Trust Property") or the Trustees and Plan safe, secure, :separate and apart f'rorn the, securities, cash, property and assets of its own or other account or account..; under :it:; custody or trust responsibility,It being the intent, of the parties tothis Agreement that at no time and 1n no event. :;h.c 1 1 1110 Cu:;todirru co -mingle 79.100 c the Trust Property with any other property whatsoever, including but not limited to accounts in the name of The City of Miami. 4. Insurance. Prior to the execution of this Agreement the Custodian shall provide the Trustees with written proof that it has adequate insurance covering the Trust Property and adequate fidelity bonds covering their offices and employees who will be handling the Trust Property. The Custodian shall at all times during the term of this Agreement maintain adequate insurance and fidelity bonds as required herein and shall immediately notify the Trustees of any changes, modifications or cancellation of such insurance and bonds which shall reduce coverage of Trust Property when such shall occur. 5. Registration of 'ecurities. The Custodian shall hold all stocks, bonds and all other registerable securities in one of the following registrations: (1) Triwt:oe:1 of The Minmi City General Employees Retirement Plan, or (2) P•1TGEJ', AND c'nNyAHY, nn exclusive nominee name to be used rol - i vby the Custodian and exclusively for the Trustee; and Flan. 6. Purchases. Upon receipt of written directions as defined by paragraph 15 hereof, or by subsequent amendments hereto, and insofar as funds are available for the purpose, the Custodian shall pay for and receive all portfolio securities purchased for the account w_ of the Trustees, such payment; being made to the bank, securities C.,(/) dealer or broker representing the seller only upon receipt by the 0 C) -- 3 rCustodian or their agent of the securities and form for transfer 1---0satisfactory to the Custodian. 9. m Z"-I 7. Exchange of Securities. Upon the receipt of proper : —1 C instructions, the Custodian shall exchange portfolio 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 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 upop receiving payment in current funds therefor, to surrender bonds or other securities at r 79-100 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 the account of the Trustees such delivery to be made only upon payment therefor in lawful money of the United States paid to the Custodian or its agent. The Custodian shall arrange such stock or bond transfers as are necessary prior to sale 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 or other dealings with securities and other properties of the Trustees except as may be otherwise provided in this Agreement or directed fro;n time to time by the Trustees. The term "ministerial" shall mean acts whereby, in carrying out the duties enumerated in this Custodial Services Agreement, 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 ft decisions whether or not they are deemed ministerial.: cl(h m 0 c (A) The sale of any fractional interest in stock c; r•-u received for the account of the Trustees resulting from a stock r- dividend or stock split, and the crediting to the principal of M z� this account with the proceeds. (B) To exchange securities where the exchange is purely m ministerial. 10. Bank Account. The Custodian Bank shall open and maintain in their Custodian department an account or accounts in the name of the Trustees subject only to draft or order by the Bank as Custodian or Agent upon the written direction of the Trustees. All monies received by the Custodian from or for the account of the Trustees will be deposited in such account or accounts as the Trustees may direct. 11. Collections. The Custodian shall collect, receive and deposit for the account of the Trustees all income and other payments with respect to the securities deposited under this Agreement and shall execute ownership and other certificates and affidavits for all -3- 79-1 00 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 Trustees 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 the Trustees. 12. Proxies, Notices, Etc. The Custodian shall promptly deliver or mall to the Trustees all forms or proxies, all notices of meetings, all proxy statements and all other notices, requests or announcements effecting or relating to securities held in their custody for the Trustees and shall, when directed by the Trustees, execute or deliver such proxies or other authori:rations as may be required. Except as provided by this Apreernent or pursuant to directions from the Trustees, the Custodian shall not exercise any power inherent in any such securities, including any power to vote the same, or execute any proxy by power of attorney or any similar instrument or give any consent, approval or waiver with respect 0 jj thereto, or take any other similar action, without direction from O C% rC- �j the Trustees. r- t7 13. Disbursements. The Custodian shall only pay or cause' ('n .07 Z to be paid insofar as funds are available for the purpose, such C bills, statements and other obligations of the Trustees (including rn but not limited to obligations in connection with the conversion, exchange or surrender of securities owned by the Trustees interest charges, mail or insurance expense, dividend disbursements, taxes, and other similar expenses) that are approved specifically by the Trustees. No disbursement shall be made unless the the Custodian has received written directions from the Trustees. 14. }hooks, Records and Accounts. The Custodian shall maintain accurate and detailed account or accounts and complete records of all transactions in the investment account of accounts of the Trustees, and shall render statements or copies thereof -U- •79-100 from time to time as vested by the Trustees of heir designee. The Custodian shall assist in the preparation of reports and audits of accounts of the Trustees and other similar matters in connection with the duties of Custodian hereunder: (A) The Custodian shall provide monthly statements of principal and income account disclosing balances and all transactions which occurred during the month. (13) The Custodian shall provide a list of assets held by the Custodian for the Trustees as of September 30th of each year, and on those other occasions as requested by the Trustees. (C) All books, records, accounts and Trust Property held by the Custodian shall be open to inspection and audit at all reason- able times by the City of Miami, the Trustees, or persons designated by the Trustees. (1)) All monies or property of whatsoever nature which is held by the Custodian hereunder and not for any purpose previously enumerated herein shall be invested in such a way as to achieve the maximum investment return practicable in keeping with the amount and purpose of the investment. The Custodian shall notify the Trustee monthly, in writing, of the amount, type, and rate of return of the investments made pursuant to the terms of this section. 15. Written Directions. The term "written directions" or "written direction" as used in this Agreement shall include either (1) "written directions" from the Trustees or (2) "written directions" from a person authorized to act pursuant to a resolution of the Trustees certified by the Secretary of. the 13 oard of Trustees. 1'he Trustees Q a inan incumbent certificate the actu C� C shall certify to the Custodian y � (7) .13 specimen signature of each of the incumbent Trustees and such person C �� or persons who may from time to time be authorized by the Trustees t® rr173 act pursuant to any "written direction" or "written directions" of tl* Z V Trustees. The Custodian shall be entitled to rely upon such incumbency (1) rn certificate provided by the Trustees in determining whether any "written direction" or "written directions" are in fact authorized by the Trustees. The Trustees shall be solely responsible for keeping the incumbency certificate current at all times. The Custodian shall he entitled further to assume in good faith any such "written direction" or "written directions" of the 'Trustees comply wit1i 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 of the meaning of -5- 79- 1 00 "written direction" ort written directions" hereuj r, it shall request express written authority from the Trustees for clarification. In any event the custodian shall have no liability, provided it is not negli- gent, if it acts on "written directions," and the Trustees hereby under- take to hold the Custodian harmless and indemnify it in respect of all such actions. 16. Compensation of the Custodian. Unless and until changed by mutual consent, the Custodian's compensation shall be in accordance with their schedule of fees, a copy of which is attached, marked as Exhibit"C" and incorporated herein. 17. 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 ninety (00) days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the 'Trustees shall pay to the Custodian such compensation as may be due as of the date of such termination. Pursuant to written directions of the Successor Custodian appointed by the Trustees, at the Custodian's office, all securities held by the Custodian hereunder, duly endorsed and in form satisfactory for transfer, all funds, secur- ities or Trust Property of the '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. 18. Notices. Notices, requests, instructions and other writings delivered to the Trustees at Miami City hall, 3500 Pan American Drive, Miami, Florida 33133, or mailed postage prepaid to the Trustees at such address, or to such other address that the 'Trustees may have designated to the Custodian in writing shall be deemed to be properly delivered or given to the Trustees hereunder, and notices, requests, instructions and other writings delivered to the Custodian at their office at 250 N.E. 1st Street, Miami, Florida, shall be deemed to be properly delivered or given to the Custodian hereunder. ri C. , 19. This Agreement is executed and delivered in the State o1 n -1-.7 Florida and shall he governed by the laws of such State. r' 20. No agreement or provisions of this Agreement shall be changed, waived, discharged or terminated orally, hut only by an instru- ment in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 21. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective - ti- 7'.)- 100 successors or assigns • the parties hereto. 22. The captions of this Agreement arc 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. 23. This Agreement may be executed simultaneously in two counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 24. Severahility. If any provision of this Agreement is held invalid, the invalidity shall not affect the validity of any other provision of the Agreement and to this end the provisions of this Agreement are declared severable. BOARD OF TRUSTEES THE MIAMI CITY GENERAL EMPLOYEES RETIREMENT PLAN By By By By Rose Gordon, Chairperson C.E. Cox James GunJerson (Seal) By (Seal) By (Seal) By Larios Arauz Peter 7T611-re t�Til tam Smith (Seal) By Louis lleJesus Anne Barris ATTEST: Ralph Parks, Acting Secretary Witnesses as to Trustees: ATTEST: Secretary (Corporate Seal) By (Seal) (Seal) (Seal) (Seal) (Seal) IT-owaf-LI 'Cary "SUPPORTIVE DOCUMENTS FOLLOW" THE PAN AMERICAN BANK, N.A. Custodian By Vice President Witnesses as to Custodian: -7- . 79- 1 A� TO: 61 Mr. Joseph Grassie City Manager PROM: Mr.:' Ron A. ,Si lve Legal Coutise'l CITY OF MIAMI. FLORIDA INTEROFFICE MEMORANDUM DATE: SUIJECT• February 12, 1979 REFERENCES: ENCLOSURES: FILE: The Board of Trustees of the Miami City General Employees Retirement Plan after receiving numerous bids, has voted to change it's Custodian of Funds from the Southeast Bank of Miami to the Pan American Bank. This action will result in con- siderable savings from the fee which is currently being charged by Southeast with no corresponding decrease in services performed. A copy of the proposed resolution is attached hereto. There is currently inforce a 30-day cancellation clause with Southeast Bank of Miami. The Finance Director has also indicated his approval of this change and has in his possesion the actual fee schedule. s- 79- 100