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HomeMy WebLinkAboutR-2005-135 REFCO Securities RESOLUTION NO. 2005-135 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA, PERTAINING TO THE PURCHASE, SALE, TRANSFER, EXCHANGE, EXERCISE, CONVERSION, TENDER, AND REDEMPTION OF CITY'S INVESTMENT OF SECURITIES; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. The City of Dania Beach adopts the document prepared by REFCO as to the authority of the City to establish an account with REFCO, a copy of which documentation (Corporate Resolution) is attached and incorporated by this reference. PASSED AND ADOPTED on September 13, 2005. ANNE CASTRO MAYOR-COMMISSIONER AT" EST: _ ROLL CALL: COMMISSIONER ANTON - YES COMMISSIONER BERTINO - YES LOUISE STILSON COMMISSIONER MCELYEA - YES CITY CLERK VICE-MAYOR FLURY - YES MAYOR CASTRO - YES APPROVED AS TO ; RM AND CORRECTNESS: BY: HO i A BRO CIT ATTORNEY ERefco Securities, LLC ) REFCO One World Financial Center 200 Liberty Street New York,NY 10281 RESOLUTIONS OF ASSOCIATION or OTHER NON-CORPORATE ORGANIZATION I, Tcmi se Sti l snn, ritT 1prk (NAME AND TITLE OF OFFICER) (HEREINAFTER, THE "AUTHORIZED OFFICER") in my official capacity,HEREBY CERTIFY THAT I am an officer of CL , a (NAME F ORGANIZATION) (HERINAFTER, THE "ORGANIZATION') Municipal Government (TYPE OF ORGANIZATION) I further certify that the following are true copies of resolutions duly adopted by the Dania Beach City Commission ofthe (NAME OF ORGANIZATION'S GOVERNING BODY) Organization at a meeting duly held on the 13th day of September , 20 05 , and that the following resolutions have ever since been, and are now, in full force and effect. I FURTHER CERTIFY that the Organization is duly organized and validly existing and that the Organization is empowered by its organizational and governing documents to transact the business by those resolutions defined. RESOLVED "WHEREAS, this Organization is duly authorized and permitted by its organizational and governing documents to purchase, sell, transfer, exchange, exercise, convert, tender, redeem, or otherwise engage in transactions in all forms of securities. NOW THEREFORE BE IT RESOLVED that this Organization open an account or accounts (each an "Account") in its name with Refco Securities, LLC for the purpose of effecting transactions in securities and that the following designated officers (hereinafter,the "Designated Officers") • Resolutions of Association or Other Non-Corporate Organization Acct Name: City of Dania Page 1 of 3 Acct Number: 14006944 N NAME.. TITLE Patricia Varney Finance Director Nicki Satterfield Assistant Finance Director or any one of them, are hereby authorized and directed to open and maintain any such Account with Refco Securities, LLC on behalf of this Organization. BE IT FURTHER RESOLVED that any Account is hereby authorized to effect the following types of transactions: Transactions in any and all forms of securities including, but not limited to, stocks, bonds, debentures, notes, participation certificates, rights to subscribe, options, warrants, certificates of deposit, commercial paper, certificates of indebtedness and certificates of interest of any kind, secured or unsecured, RESOLVED FURTHER that any one of the Designated Officers, or their duly designated successors, may, on behalf of this Organization: (1) give to, and receive from, Refco Securities, LLC oral or written instructions, confirmations, notices or demands with respect to any Account or transaction; (2) have complete authority at all times to bind this Organization to the performance of any transaction or agreement, amendment of modification thereof, relating to any Account or transaction involving this Organization; (3) lend or borrow money or securities and secure the repayment thereof with the property of this Organization; (4) pay in cash or by check or draft drawn upon the funds of this Organization any sums required to be paid in connection with any Account or transaction; (5) order the transfer or delivery of any securities, funds, or other property to a Designated Officer or to any other person; (6) order the transfer of record of any securities, funds or other property to any name and accept delivery of any securities, funds or other property; (7) direct the sale or exercise of any rights with respect to any securities or other property; (8) sign for and on behalf of this Organization all releases, assignments, powers of attorney or other documents in connection with any Account or transaction; (9) agree to any terms or conditions affecting any Account or transaction; (10) endorse any securities or other property in order to pass title thereto (or to any interest therein); (11) direct Refco Securities, LLC to surrender any securities or other property for the purpose of effecting any exchange or conversion thereof or otherwise; (12) appoint any other person or persons to do any and all things which such Designated Officers, or their duly designated successors, are hereby empowered to do; and (13) generally, to take all such action, and to execute and deliver any and all such documents, as such Designated Officers, or their duly designated successors, may deem necessary or desirable to implement or facilitate the trading activities authorized in the preceding resolutions. RESOLVED FURTHER that Refco Securities, LLC may rely upon the certified copy of the resolutions, specimen signatures, and certificate, as continuing fully effective until the close of business on the day after Refco Securities, LLC shall receive written notice of change or rescission at its offices located at One World Financial Center, 200 Liberty Street, New York, NY 10281, Attn: Compliance Director. Nor shall the fact that any person herby empowered ceases to be an officer of this Organization, or becomes an officer under some other title, in any way affect the powers hereby conferred; but, the failure to supply Resolutions of Association or Other Non-Corporate Organization Acct Name: City of Dania Page 2 of 3 Acct Number: 14006944 any specimen signature shall not invalidate any transactions where the party authorizing the same has been actually empowered by, or in conformity with, these resolutions. RESOLVED FURTHER that, in the event of any change in the office or powers of persons hereby empowered, the Authorized Officer (or his designated successor), shall certify such change to Refco Securities, LLC in writing in the manner hereinabove provided, which notification, when received, shall be adequate both to terminate the powers of the persons theretofore authorized, and to empower the person thereby substituted. I FURTHER CERTIFY that the following are the signatures of the officers authorized by the foregoing resolutions to act for this Organization. NAME j y TITLE J Ck oc t P.( j IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of, September 2005 (Authorized Officer) (SEAL) (If there is no seal,please so certify) *This certificate must be executed by an officer other than one of those authorized to act. Resolutions of Association or Other Non-Corporate Organization Acct Name: City of Dania Page 3 of 3 Acct Number: 14006944 1 _ Agenda Request Form City of Dania Beach fiF Agenda Item: Date of Commission meeting: 9/13/2005 Description of Agenda Item: Authorizing REFCO to handle City's securities transactions Commission action being requested: Adopt Resolution or Ordinance © Expenditure ❑ Award BID/ RFP ❑ Presentation ❑ General approval of item ❑ Continued from meeting Other(Please explain): Summaryexplanation and badkground: According to the City's investment policy, the City is allowed to purchase certain securities, such as Federal Home Loan. For safeguard, the securities_is placed by third party_The agent that the City purchased the securities utilize REFCO and a resolution is required by REFCO to establish an account. Attached exhibits and additional backup materials (Please list): For purchasing requests ONLY Department: Amount: Fund: General: ❑ Water: ❑ Sewer: ❑ Stormwater: ❑ Grants: ❑ Capital: ❑ Account Name: Account Number: Submitted by: pvarney Date: 9/6/2005 Department Director: Date: Admin. Services Director. Date: Finance Director: pvarney Date: 9/6/2005 �� Date: City Manager: Refco Securities LLC Y I ' "FCO One World Financial Center 200 Liberty Street New York, NY 10281 RESOLUTIONS OF ASSOCIATION or OTHER NON-CORPORATE ORGANIZATION I, (NAME AND TITLE OF OFFICER) (HEREINAFTER, THE "AUTHORIZED OFFICER") in my official capacity, HEREBY CERTIFY THAT I am an officer of , a (NAME F ORGANIZATION) (HERINAFTER, THE"ORGANIZATION') (TYPE OF ORGANIZATION) I further certify that the following are true copies of resolutions duly adopted by the of the (NAME OF ORGANIZATION'S GOVERNING BODY) Organization at a meeting duly held on the day of 20_, and that the following resolutions have ever since been, and are now, in full force and effect. I FURTHER CERTIFY that the Organization is duly organized and validly existing and that the Organization is empowered by its organizational and governing documents to transact the business by those resolutions defined. RESOLVED "WHEREAS, this Organization is duly authorized and permitted by its organizational and governing documents to purchase, sell, transfer, exchange, exercise, convert, tender, redeem, or otherwise engage in transactions in all forms of securities. NOW THEREFORE BE IT RESOLVED that this Organization open an account or accounts (each an "Account") in its name with Refco Securities, LLC for the purpose of effecting transactions in securities and that the following designated officers (hereinafter,the "Designated Officers") Resolutions of Association or Other Non-Corporate Organization . Acct Name: City of Dania Page 1 of 3 Acct Number: 14006944 NAME TITLE or any one of them, are hereby authorized and directed to open and maintain any such Account with Refco Securities,LLC on behalf of this Organization. BE IT FURTHER RESOLVED that any Account is hereby authorized to effect the following types of transactions: Transactions in any and all forms of securities including, but not limited to, stocks, bonds, debentures, notes, participation certificates, rights to subscribe, options, warrants, certificates of deposit, commercial paper, certificates of indebtedness and certificates of interest of any kind, secured or unsecured; RESOLVED FURTHER that any one of the Designated Officers, or their duly designated successors, may, on behalf of this Organization: (1) give to, and receive from, Refco Securities, LLC oral or written instructions, confirmations, notices or demands with respect to any Account or transaction; (2) have complete authority at all times to bind this Organization to the performance of any transaction or agreement, amendment of modification thereof, relating to any Account or transaction involving this Organization; (3) lend or borrow money or securities and secure the repayment thereof with the property of this Organization; (4) pay in cash or by check or draft drawn upon the funds of this Organization any sums required to be paid in connection with any Account or transaction; (5) order the transfer or delivery of any securities, funds, or other property to a Designated Officer or to any other person; (6) order the transfer of record of any securities, funds or other property to any name and accept delivery of any securities, funds or other property; (7) direct the sale or exercise of any rights with respect to any securities or other property; (8) sign for and on behalf of this Organization all releases, assignments, powers of attorney or other documents in connection with any Account or transaction; (9) agree to any terms or conditions affecting any Account or transaction; (10) endorse any securities or other property in order to pass title thereto (or to any interest therein); (11) direct Refco Securities, LLC to surrender any securities or other property for the purpose'of effecting any exchange or conversion thereof or otherwise; (12) appoint any other person or persons to do any and all things which such Designated Officers,or their duly designated successors, are hereby empowered to do; and (13) generally, to take all such action, and to execute and deliver any and all such documents, as such Designated Officers, or their duly designated successors, may deem necessary or desirable to implement or facilitate the trading activities authorized in the preceding resolutions. RESOLVED FURTHER that Refco Securities, LLC may rely upon the certified copy of the resolutions, specimen signatures, and certificate, as continuing fully effective until the close of business on the day after Refco Securities, LLC shall receive written notice of change or rescission at its offices located at One World Financial Center, 200 Liberty Street, New York, NY 10281, Attn: Compliance Director. Nor shall the fact that any person herby empowered ceases to be an officer of this Organization, or becomes an officer under some other title, in any way affect the powers hereby conferred; but, the failure to supply Resolutions of Association or Other Non-Corporate Organization Acct Name: City of Dania Page 2 of 3 Acct Number: 14006944 any specimen signature shall not invalidate any transactions where the party authorizing the same has • been actually empowered by, or in conformity with, these resolutions. RESOLVED FURTHER that, in the event of any change in the office or powers of persons hereby empowered, the Authorized Officer (or his designated successor), shall certify such change to Refco Securities, LLC in writing in the manner hereinabove provided, which notification, when received, shall be adequate both to terminate the powers of the persons theretofore authorized, and to empower the person thereby substituted. I FURTHER CERTIFY that the following are the signatures of the officers authorized by the foregoing resolutions to act for this Organization. NAME TITLE IN WITNESS WHEREOF, I have hereunto set my hand this day of, 20 ® (Authorized Officer) (SEAL) (If there is no seal,please so certify) *This certificate must be executed by an officer other than one of those authorized to act. ® Resolutions of Association or Other Non-Corporate Organization Acct Name: City of Dania Page 3 of 3 Acct Number: 14006944 E FCO Refco Securities, LLC Client's Agreement/ Cash Agreement For introduced Accounts by Multi-Bank Securities, Inc. INTRODUCTION 1. This Agreement sets forth the terms and conditions under which Refco Securities,LLC,any affiliates and their successors and assigns(collectively"Refco")will transact business with the undersigned("I","me",or "Customer")including but not limited to the maintenance of my account(s). Applicable Law and Regulations 2. All transactions shall be subject to the constitution,rules,regulations,bylaws,interpretations,customs,and usages of the exchange or market and its clearing house, if any,where the transactions are executed. Such transactions are also subject,where applicable,to the provisions,rules and regulations of the Securities and Exchange Commission,the Commodity Futures Trading Commission,the Board of Govemors of the Federal Reserve System in existence at this time and as later amended as supplemented or any other self regulatory organization of competent jurisdiction. Responsibilities of Refco Securities, LLC 3. Refco will be responsible for the following;(1)receiving and delivering customer funds and securities;(2) ® safekeeping customer funds and securities using ordinary care;(3)preparing and transmitting to the customer confirmation of trades;and(4)preparing and transmitting to the customer account statements. Deposits on Transactions,Fees and Charges 4. Whenever Refco in its sole discretion,considers it necessary for its protection,may require me to deposit cash or collateral immediately in my account prior to any applicable settlement date in order to assure due performance of my open contractual commitments. Customer agrees to pay upon demand such brokerage commission charges and fees as may be established and charged by Refco,any exchange,self-regulatory organization,or clearing agency. All such charges or fees shall be paid by Customer as they are incurred and Customer hereby authorizes Refco to withdraw the amount of any such charges and fees from Customers account(s). Payment of Indebtedness Upon Demand 5. I shall at all times be liable for the payment of any amounts advanced,any debit balance or other obligations owing in any of my accounts with Refco and I shall be liable to Refco for any deficiency remaining in any such account in the event of the liquidation thereof,in whole or in part,by Refco or by me. I shall make payment of any such debit balance,obligation,deficiency indebtedness,including interest and commissions,upon demand and any costs of collection,including attorney's fees,if incurred by Refco. Transactions and Settlements 6. All orders for the purchase and sale of any property will be given by me and executed with the distinct understanding that an actual purchase or sale is intended and that it is in my intention and obligation in every case to deliver property to cover any and all sales and in the case of purchases to receive and pay for property that I will do so upon your demand. In case I fail to deliver to Refco any property which Refco has sold at my direction, Refco is authorized to borrow the property if necessary to enable Refco to make delivery to the purchaser and I Client's Agreement/Cash Agreement Page I of 5 Acc[Name: City of Dania Acct Number: 14006944 agree to be responsible for the cost or loss incurred or the cost of obtaining the property if Refco is unable to borrow it. Making Sell Orders Long 7. When placing with Refco any order for a long account,Customer will designate it as such and hereby authorize Refco to mark the order as being"long". Any sell order which Customer shall designate as being for a long account,is for property which is owned by Customer and, if Refco is unable to delivery this property from any account(s),the placing of the order will constitute Customer's representation that the property will be delivered as required and that Customer will reimburse Refco for any expense incurred. Transaction Reports and Account Statements S. Reports of the execution of orders and statements of your account(s)shall be conclusive if not objected to in writing within five days in the case of reports of executions,and ten days in the case of account statements,after such documents have been transmitted to you by mail or otherwise. Liquidations and Covering Positions 9. Refco shall have the right in accordance with regulatory requirements in existence at the time;or if in Refco's discretion Refco considers it necessary for Refco's protection to require the liquidation of any account of Customer,or;in the event a petition in bankruptcy,or for appointment of a receiver is filed by or against me,or; an attachment is levied against my account(s),or;in the event of my death;to sell any or all property in my account(s),whether carried individually or jointly with others,to buy any or all property which may be short in such account(s),to cancel any open orders and to close any and all outstanding contracts,all without notice of sale or purchase,or other notice of advertisement. Any such sales or purchases may be made at Refco's discretion on any exchange or other market where such business is usually transacted,or at public auction or private sale,and Refco may be the purchasers for Refco's own account. It is understood a prior demand,or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of Refco's right to buy or sell without demand or notice as herein provided. Debit Balances/Truth-in-Lending 10. Customer hereby acknowledges receipt of Refco's Truth-in-lending disclosure statement. Customer understands that interest will be charged on any debit balance in Customer's account(s)in accordance with the methods described in such statement or in any amendment or revision thereto which may be provided. Any debit balance which is not paid at the close of an interest period will be added to the opening debit balance for the next interest period. Impartial Lottery Allocation System 11. In the event Refco holds bonds or preferred stocks in street name or in bearer form for the account of Customer which are callable in part,Customer agrees to participate in the impartial lottery allocation system of the called securities in accordance with applicable exchange and self-regulatory organization rules. Further,when the call is favorable,no allocation will be made to any account in which Refco,its officers,directors,or employees,have a financial interest until all customers' positions in such securities are satisfied on an impartial lottery basis. Address 12. My address provided is and will continue to be a correct address until Refco receives written notice of any change. Notices and communications sent to me at such address will constitute personal delivery to me,whether actually received or not. Amendment or Waiver Client's Agreement/Cash Agreement Page 2 of 5 Acet Name: City of Dania Acct Number: 14006944 13. 1 agree that Refco may change the terms of this agreement at any time upon prior written notice to me. By continuing to accept the services offered by Refco,I indicate to Refco my acceptance of these changes. If I do not accept the changes,I must notify you in writing of my refusal and my account will be cancelled. However,I will remain liable for any outstanding Debits and/or Charges on my account. Customer Representation 14. I represent to have reached the age of majority according to the laws of my state of residence. I agree to abide by the rules of the regulatory agencies and Refco's policy if I am employed by any;exchange or any corporation of which any exchange owns a majority of the capital stock;member or firm registered on any exchange,bank,trust company,insurance company;or any company or individual dealing,either as broker or principal,in stocks, bonds,or any other securities,commodities,or commercial paper. If during this agreement, I become such an employee,Refco will be notified. No one other than me has or will have an interest in any account(s)of mine unless Refco is notified in writing by me. Binding Notice of Agreement 15. Customer expressly agrees Refco will not be bound by any representation or agreement made by any of Refco's employees or agents which purports to affect or diminish Refco's rights under this agreement. Indemnification 16. Customer agrees to indemnify Refco and hold Refco harmless from and against any and all liabilities,losses, damages,costs and expenses,including attorneys' fees,incurred by Refco because any of Customer's representations and warranties shall not be true and correct or the agreements made herein by Customer shall not be fully and timely performed.Customer also agrees to pay promptly to Refco all damages,costs and expenses, including attorneys'fees, incurred by Refco in the enforcement of any of the provisions of this Agreement,or incurred by Refco in defending against any claim brought by Customer in any suit,arbitration or other proceeding as to which Refco is the prevailing party. Introducing Broker 17. If Customer's account is carried by Refco only as a clearing broker,Customer acknowledges that Refco is not responsible for the conduct,representations,and statements of the introducing broker in the handling of Customer's account. Refco shall in such circumstances be responsible solely for execution,clearing,and record keeping with respect to transactions entered into for Customer's account and Refco shall have no duty to inquire into the authority of the introducing broker to issue instructions in respect of Customer's account. Customer agrees to waive any claims against Refco,and to indemnify and hold Refco harmless,for any actions or omissions of the introducing broker. Recording 18. Customer understands that Refco in its sole discretion may record,on tape or otherwise,any telephone conversation between Refco and Customer.Customer hereby agrees and consents to such recording and waives any right Customer may have to object to the admissibility into evidence of such recording in any legal proceeding between Customer and Refco or in any other proceeding to which Refco is a party or in which Refco's records are subpoenaed. Refco shall not be required to transcribe such recordings or maintain such recordings and transcripts. Jurisdiction 19. All transactions made for my account(s)shall be governed by the terms of this agreement. This agreement and its enforcement shall be construed and governed by the laws of the State of New York,and shall be binding upon my heirs,executors,administrators,successors,and assigns. Credit Review Client's Agreement/Cash Agreement Page 3 of 5 Acct Name: City of Dania Acct Number: 14006944 y .. 20. An investigation of my personal and business credit may be made and,I may make written request,within a reasonable time for disclosure of the nature of the investigation. ARBITRATION 21. This agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows: (A) All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury,except as provided by the rules of the arbitration forum in which a claim is filed. (B) Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited. (C) The ability of the parties to obtain documents,witness statements and other discovery is generally more limited in arbitration than in court proceedings. (D) The arbitrators do not have to explain the reason(s)for their award. (E) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (F) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases,a claim that is ineligible for arbitration may be brought in court. (G) The rules of the arbitration forum in which the claim is filed,and any amendments thereto,shall be incorporated into this agreement. I agree,and by carrying an account for me you agree,that any and all controversies which may arise between you and me concerning any account, transaction,dispute or the construction,performance,or breach of this or any other agreement,whether entered into prior,on or subsequent to the date hereof,shall be determined by arbitration. Any arbitration under this agreement shall be held under and pursuant to and be governed by the Federal Arbitration Act,and shall be conducted before an arbitration panel convened by the NASD. The award of the arbitrators or the majority of them shall be final and judgment upon the award rendered may be entered in any court of competent jurisdiction. No person shall bring a putative or certified class action to arbitration,nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action until:(i)the class certification is denied;or(ii)the class is decertified;or(iii)the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. Effect of Law or Rule Change 22. In the event any one or more of the provisions contained in this agreement shall for any reason be held to be invalid,illegal,or unenforceable in any respect,such finding or holding shall only affect the provision(s)involved and the remainder of this agreement and the application of all other provisions shall not be affected. Joint and Several Liability and Joint Accounts 23. If more than one person signs this agreement,our obligations under this agreement shall be joint and several. If more than one person signs this agreement,Refco may accept any orders and instructions from each,and upon receipt of inconsistent instructions or a court order,may suspend or terminate Customer's account. Liability for Costs of Collection ® Client's Agreement/Cash Agreement Page 4 of 5 Acct Name: City of Dania Acct Number: 14006944 24. Customer agrees to pay Refco the reasonable costs and expenses of collection, including attomey's fees, for any unpaid Debits,Charges,and other amounts owing to Refco. BY SIGNING THIS AGREEMENT THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS RECEIVED A COPY OF THIS AGREEMENT. This agreement contains a predispute arbitration clause at paragraph 21,page 4. Citv of Dania Account Name 14006944 Account Number Customer Signature Customer Name(printed) Customer Signature Customer Name(printed) • Date W-9 Certi6eation Under penalties of perjury,1 certify(1)that the number shown on this form is my correct taxpayer identification number and(2)that I am not subject to backup withholding either because I have not been notified that I am subject to backup withholding as a result of a failure to report all interest or dividends,or the Internal Revenue Service has notified me that I am no longer subject to backup withholding. 596000302 Taxpayer 1D Customer Signature Customer Name(printed) Date • Client's Agreement/Cash Agreement Page 5 of 5 Acct Name: City of Dania Acct Number: 14006944