95-21843 Reso RESOLUTION NO. 9 5-218 4 3
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A
CONTRACT WITH FIDUCIARY TRUST
INTERNATIONAL FOR CUSTODIAL
SERVICES FOR THE ASSETS OF THE
PENSION SYSTEMS.
WHEREAS, the City of Miami Beach issued a request for proposals for custodial
services for the assets of the pension systems of the City; and
WHEREAS,the proposals were received and reviewed by a selection committee who
recommended the best proposal to the Mayor and City Commission and authorized the negotiation
of a contract with the successful proposer, Fiduciary Trust International; and
WHEREAS,the attached contract has been negotiated and is now being returned to
the Mayor and City Commission for execution.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF'[HE CITY OF MIAMI BEACH,FLORIDA,that the Mayor and City Clerk
be authorized to execute the attached contract with Fiduciary Trust International for custodial
services for the assets of the City's pension systems.
Passed and Adopted this 20th day of December , 1995.
/ma
1
0..eamiasimaii& .41 i /
Mayor
Attest:
ett,1 %
FORM APPROVEDity Clerk LEGAL DE T.
By / /
Date / `�/�-p_s____._..
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305)673-7010
FAX: (305)673-7782
COMMISSION MEMORANDUM NO. q c (J .9
December 20, 1995
To: Mayor Seymour Gelber and
Members of the City Commission
From: Jose Garcia-Pedrosa
City Manager
Subject: Resolution Authorizing the Mayor and City Clerk to Execute a Contract with
Fiduciary Trust International for Custodial Services for Pension Fund Assets
Administrative Recommendation
The Administration recommends that the Mayor and City Commission adopt the Resolution
authorizing the Mayor and City Clerk to execute the contract with Fiduciary Trust International for
custodial services for pension fund assets.
Background
On October 25, 1995, the City Commission authorized the Administration to negotiate a contract
with Fiduciary Trust International for custodial services for the assets of the pension funds. The
negotiations have concluded and the attached contract is being returned to the City Commission for
execution.
Conclusion
As the City Commission has previously authorized the Administration to negotiate based on the
request for proposals with Fiduciary Trust International and negotiations have been concluded, the
resolution authorizing the execution of the contract should be approved.
JGP/RJN/cp
AGENDA
ITEM
DATE 00' 15
•
CORPORATE CUSTODY AGREEMENT
THIS AGREEMENT, entered into and effective this 1st day of January , 1996 by and
between: Trustees (hereinafter the "Trustees") of the Pension Systems of the City of
Miami Beach (hereinafter the "Trust") and Fiduciary Trust International of the South
(hereinafter the "Custodian"), wherein the Trustees and the Custodian agree to perform
such duties and functions on the terms and conditions hereinafter set forth.
WHEREAS, the Trustees are the duly authorized trustees of the Pension Systems
of the City of Miami Beach and
WHEREAS, the Trustees have decided, in their sole discretion, to appoint a
custodian to hold the Trust Assets as hereafter defined, on their behalf; and
WHEREAS, the Custodian has agreed to serve as custodian for the Trust Assets
pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the promises and
covenants contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Delivery of assets. The Trustees will deliver to the Custodian, at locations to be
mutually agreed, certain securities, property and funds owned by the trust as of this
date (the "Trust Assets") all as listed on Exhibit "A", which is attached hereto and
made a part hereof. The Custodian shall accept the Trust Assets under the terms
of this Agreement from time of receipt, such receipt to be given by a properly
authorized officer(s) of the Custodian. In addition, the Trustees will deliver, or cause
to be delivered, such other Trust Assets from time to time coming into possession
of the Trustees, and such Trust Assets shall be held by the Custodian pursuant to
the terms of this Agreement.
2. Safekeeping. The Custodian will hold, on behalf of the Trustees, the Trust Assets
delivered to it. The Custodian will not deliver any part of the Trust Assets to any
person except in accordance with the provisions of this Agreement and only
pursuant to Proper Instructions. The Custodian may deliver all or any part of the
Trust Assets, including registerable securities, to an agent of the Custodian
appointed by the Custodian for such purpose, provided that the Custodian's agent
is a financial institution.
3. Purchases. Upon receipt of Proper Instructions, and only insofar as funds are in
possession of the Custodian for the purpose, the Custodian will pay for and receive
all additional Trust Assets subsequently purchased or acquired by the Trustees,
payment being made to the bank, securities dealer or broker representing the seller
only upon receipt by the Custodian of the securities in form of transfer satisfactory
to the Custodian.
4. Exchanges. Upon receipt of Proper Instructions, the Custodian will exchange any
securities comprising part of the Trust Assets held on behalf of the Trustees in
connection with any reorganization, merger, consolidation, stock split, change in par
value, conversion or otherwise. The Custodian will deposit any Trust Assets when
required by the Terms of any reorganization or protective plan. Without the need
for further instructions, the Custodian is authorized to exchange securities
comprising part of the Trust Assets 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 current funds therefore, to surrender bonds or other
securities at maturity or when advised of earlier call for redemption.
5. Sales. Upon receipt of Proper Instructions, the Custodian or its agent will deliver
securities comprising part of the Trust Assets sold for the account of the Trustee,
such delivery to be made only upon payment therefore in lawful money of the
United States paid to the Custodian.
6. Non-discretionary dealings in portfolio securities. The Custodian will attend to all
non-discretionary matters and make all non-discretionary decisions in connection
with the sale, exchange, substitution, purchase, or other dealings with the Trust
Assets, except as may be otherwise provided in this Agreement or as may be
directed from time to time by the Trustees by the use of Proper Instructions. This
includes, but is not limited to:
a) Selling any fractional interest in stock received from a stock dividend or stock
split, and to deposit the proceeds to the principal of the Trust Assets.
b) Selling subscription rights at then prevailing market rates in sufficient time
before expiration to permit delivery and to deposit the proceeds to the
principal of the Trust Assets.
7. Collections. The Custodian will collect, receive and deposit into the account, for the
Trustees, all income and other payment received by the Custodian with respect to
the Trust Assets deposited under this Agreement, and will execute ownership and
other certificates and affidavits for the collection of bond and note coupons, and will
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 will
receive and collect all stock dividends, rights and other similar items and will deal
with the same pursuant to and upon receipt of Proper Instructions. All income
received will be reinvested by the Custodian pursuant to Proper Instructions and all
income received will be remitted pursuant to Proper Instructions.
2
8. Proxies. notices. etc. The Custodian will promptly deliver or mail to the Trustees,
or to such person(s) as the Trustees shall from time to time direct pursuant to
Proper Instructions, all forms or proxies, all notices of meetings, all proxy
statements and all other notices, requests or announcements affecting or relating
to any Trust Assets held by the Custodian for the Trustees and will, upon receipt of
Proper Instructions, execute or deliver or cause the Custodian to execute or deliver
such proxies or other authorizations as may be required. Except as provided by this
Agreement, or pursuant to proper Instructions hereafter received, the Custodian
shall not exercise any power inherent in any such Trust Assets, including any power
to vote securities, or execute any proxy by power of Attorney or any similar
instrument or give any consent, approval or waiver with respect thereto, or take any
other actions.
In the event the Custodian does not receive Proper Instructions from the Trustees,
the Custodian will be under no obligation to use its own discretion in the handling
of proxies received on securities or other property comprising part of the Trust
Assets and the Custodian shall likewise by under no obligation whatsoever with
respect to the voting of, or the failure to vote any securities or property, or take any
action whatsoever without receipt of Proper Instructions.
9. Disbursements. The Custodian will pay, or cause to be paid, only insofar as funds
are in the possession of the Custodian for the purpose, such bills, statements and
other obligations of the Trust (including but not limited to obligations in connection
with the conversion, exchange or surrender of securities owned by the Trust,
interest changes, mail or insurance expenses, dividend disbursement, taxes,
management fees, and other similar expenses) that may be approved either
generally or from time to time by the Trustees through Proper Instructions. In the
event the Trustees instruct the Custodian to make a payment, and the Custodian
does not have sufficient funds to effect the payment, the Trustees shall provide the
Custodian the necessary funds.
10. Books. records. and accounts. The Custodian will maintain proper and complete
records of all transactions in the account or accounts of the Trustees affecting the
Trust Assets, and will render statements or copies thereof from time to time and at
the reasonable request of the Trustees.
11. Proper Instructions. The term "proper instructions" as used herein, shall include
written instructions signed by such one or more persons as Trustees shall have
from time to time by resolution authorized to give instructions of the particular
character involved. A resolution of the Trustees may be received and accepted by
the Custodian as conclusive evidence of the authority of any person or persons to
act, and may be considered to be in full force and effect until receipt by the
custodian of written notice to the contrary.
3
12. Compensation of the Custodian. Unless and until changed by mutual consent, the
Custodian's compensation shall be in accordance with the attached schedule of
fees, said schedule of fees being subject to change upon the Custodian providing
notices of such change to the Trustees. Reasonable additional charges may be
made by the Custodian for special services, provided however, that any such
additional charges for special services shall have the prior written approval of the
Trustees.
13. Termination. The Custodian may terminate this Agreement by notice in writing,
delivered or mailed postage prepaid to the Trustees not less than thirty (30) days
prior to the date upon which such termination shall take effect. The Trustees may
terminate this Agreement at any time by notice in writing, delivered to the Custodian
and providing the effective date of termination in such notice. 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, shall reimburse the Custodian for
reimbursable disbursements, costs and expenses to date, and pursuant to Proper
Instructions from the Trustees, the Custodian shall use its best efforts to deliver the
Trust Assets which are in its custody to a successor custodian designated by the
Trustees. The Custodian shall, upon termination of this agreement, deliver to the
successor custodian all securities being held by the Custodian hereunder after
registration into correct name, and all other Trust Assets of the Trust deposited with
the Custodian.
14. Notices. All notices, requests, instructions and other writings shall be delivered to
the following addresses:
if to Trustees:
R. J. Nachlinger, Finance Director
City of Miami Beach
1700 Convention Center Dr.
Miami Beach, FL 33139
if to Custodian:
Fiduciary Trust International of the South
100 Southeast Second Street, Suite 2300
Miami, Florida 33131-1101
or such other address as either party may have designated to the other in writing.
4
15. Miscellaneous. This Agreement is executed and delivered in the State of Florida
and shall be governed by the laws of such state. All terms and provisions of this
Agreement shall be binding upon, and shall inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto. No
agreement or provision of this Agreement may be changed except by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. The captions of this Agreement are for
convenience of reference only, and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect. 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.
16. Indemnification. The Custodian will not be responsible in any way for the purpose
or propriety of any investment of the Trust Assets, it being expressly understood
that the Custodian has no discretion of any kind whatsoever in the management or
distribution of the Trust Assets.
The Custodian shall be under no duty to take any action other than as specified in
this Agreement or pursuant to Proper Instructions received by the Custodian.
The Trustees further warrant to the Custodian that they are duly authorized by the
terms of the Trust Agreement and applicable law to appoint the Custodian to hold
the Trust Assets on behalf of the Trustees in accordance with terms of this
Agreement.
17. Attorney's Fees: Applicable Law. In event a suit or proceeding is brought by a
party to this Agreement, the prevailing party shall be entitled to receive its
reasonable attorney's fees and disbursements incurred in connection with such suit
or proceedings. The validity, interpretation and enforcement of this Agreement and
all other instructions and documents executed in connection herewith shall be
governed by the laws of the State of Florida.
5
ATTEST:
By: AlIAA INS...,
City Clerk Mayor
FORM APPROVED
LEGAL DEPT.
ATTEST: By
44—tiadi
Date 1)-//3/ 5
By: / f �
duciary Trust/Int rnational
of the South
6
CITY OF MIAMI BEACH
EXHIBIT I • EMOLYEE RETIREMENT SYSTEMS
REQUEST FOR PROPOSAL ON CUSTODIAL SERVICES
PROFILE OF RETIREMENT SYSTEMS
, RFP NO. 93-94/97 .
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RETIREMENT SYSTEM FOR
GENERAL EMPLOYEES OF $160,000,000 919 6 1
THE CITY OF MIAMI BEACH
RETIREMENT SYSTEM FOR
UNCLASSIFIED EMPLOYEES
AND ELECTED OFFICIALS $42,000,000 65 3 1
OF THE CITY OF MIAMI BEACH
CITY PENSION FUND FOR
FIREMEN AND POLICEMEN IN $182,000,000 361 i
THE CITY OF MIAMI BEACH
CITY SUPPLEMENTAL PENSION
FUND FOR FIREFIGHTERS AND
POLICE OFFICERS IN THE CITY $67,000,000 369 1
OF MIAMI BEACH
TOTALS $451.000.000 1714 1. 4
BID SUMMARY ng':
TOTAL PROPOSED FEES FROM EXHIBITS II AND III PRICED ON $121,266.25
AN INDIVIDUAL SYSTEM BASIS
ALTERNATE PRICE IF ALL SYSTEMS ARE AWARDED TO YOUR ORGANIZATION $121,266.25
(SEE NOTE BELOW AND PROVIDE SCHEDULE AND EXPLANATION)
NOTE: PLEASE PROVIDE AMOUNTS FOR BOTH AWARD SITUATIONS ABOVE IF YOUR BID
FOR ALL SYSTEMS COMBINED IS LESS THAN THE INDIVIDUAL SYSTEM BASIS YOU
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RESOLUTION NO. 9 5-218 4 3
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A
CONTRACT WITH FIDUCIARY TRUST
INTERNATIONAL FOR CUSTODIAL
SERVICES FOR THE ASSETS OF THE
PENSION SYSTEMS.
WHEREAS, the City of Miami Beach issued a request for proposals for custodial
services for the assets of the pension systems of the City; and
WHEREAS,the proposals were received and reviewed by a selection committee who
recommended the best proposal to the Mayor and City Commission and authorized the negotiation
of a contract with the successful proposer, Fiduciary Trust International; and
WHEREAS,the attached contract has been negotiated and is now being returned to
the Mayor and City Commission for execution.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA,that the Mayor and City Clerk
be authorized to execute the attached contract with Fiduciary Trust International for custodial
services for the assets of the City's pension systems.
Passed and Adopted this 20th day of December , 1995.
1
,j_ __. .i 1#. . ' ../ /
Mayor
Attest:
Q,J FORM APPROVED
ity Clerk LEGAL DE T.
By
Date /2-// p_5__.
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010
41
I FAX: (305) 673-7782
COMMISSION MEMORANDUM NO. qo 41 .9
December 20, 1995
To: Mayor Seymour Gelber and
Members of the City Commission
From: Jose Garcia-Pedrosa
City Manager
Subject: Resolution Authorizing the Mayor and City Clerk to Execute a Contract with
Fiduciary Trust International for Custodial Services for Pension Fund Assets
Administrative Recommendation
The Administration recommends that the Mayor and City Commission adopt the Resolution
authorizing the Mayor and City Clerk to execute the contract with Fiduciary Trust International for
custodial services for pension fund assets.
Background
On October 25, 1995, the City Commission authorized the Administration to negotiate a contract
with Fiduciary Trust International for custodial services for the assets of the pension funds. The
negotiations have concluded and the attached contract is being returned to the City Commission for
execution.
Conclusion
As the City Commission has previously authorized the Administration to negotiate based on the
request for proposals with Fiduciary Trust International and negotiations have been concluded, the
resolution authorizing the execution of the contract should be approved.
JGP/RJN/cp
AGENDA C-
ITEM
DATE I 4D-00-95
