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HomeMy WebLinkAboutR-1980-363 RESOLUTION NO. 363 A RESOLUTION OF THE CITY OF DANIA, FLORIDA APPROVING THE AGREEMENT BETWEEN THE BOARD OF TRUSTEES, CITY OF DANIA, POLICE AND FIRE- FIGHTERS RETIREMENT SYSTEM AND BESSEMER TRUST COMPANY OF FLORIDA FOR AN INVESTMENT MANAGE- MENT ACCOUNT WITH FULL DISCRETION AND THE CUSTODIAN AGREEMENT ENTERED INTO BETWEEN THE BOARD OF TRUSTEES, CITY OF DANIA, POLICE AND FIREFIGHTERS RETIREMENT SYSTEM AND BESSEMER TRUST COMPANY OF NEWARK, NEW JERSEY; AND PROVIDING THAT ALL RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT HEREWITH BE RE- PEALED TO THE EXTENT OF SUCH CONFLICT; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA, FLORIDA: Section 1. That the agreement between the Board of Trustees , City of Dania, Police and Firefighters Retirement system and Bessemer Trust Company of Florida, entitled Investment Management Account With Full Discretion" , copy of which is attached hereto and made a part hereof as "Exhibit A" and agreement between the Board of Trustees, City of Dania, Police and Firefighters Retirement System and Bessemer Trust Company of Newark, New Jersey, entitled "Custodian Agreement" , a copy of which is attached hereto and made a part hereof as "Exhibit B" , be and the same are hereby approved. Section 2 . That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed to the extent of such conflict. Section 3 . That this resolution shall be in foce and take effect immediately upon its passage and adoption . PASSED and ADOPTED on this 26A day of August, 1980. Mayor Commissioner — Attest : City- Auditor Approved for Form and Correctiveness: By Frank C. Adler, City Attorney INVESTMENT MANAGEMENT ACCOUNT WITH FULL DISCRETION 9 i Bessemer Trust Company of Florida i 249 Royal Palm Way Palm Beach, Florida 33480 Dear Sirs: Bessemer Trust Company of Florida, hereinafter referred to as Bessemer, is hereby requested and authorized to open a FULLY DISCRETIONARY INVESTMENT MANAGEMENT ACCOUNT in the name of THE BOARD OF TRUSTEES, CITY OF DAN.IA, POLICE AND FIRE- FIGHTERS RETIREMENT SYSTEM, hereinafter referred to as the Trustees , and to hold in this account as custodian for the Trustees, all stocks, bonds, securities and other property, I that is from time to time deposited with or collected by Bessemer for the Trustees ' account, subject to the following instructions and conditions : i �1 Investment Services 1. (a) Bessemer will review the securities held in this �. account from time to time not less frequently than once every three months, and Bessemer is hereby authorized and directed 1 { to make any changes, within the investment guidelines cstablished t between Bessemer and Trustees, in the investments which Bessemer in its discretion, considers advisable, without prior notice to, consultation with, or approval. by the Trustees. (b) Bessemer is authorized and directed to reinvest the proceeds received in this account from the sale, redemption or maturity of stocks, bonds , securities , and other property at any time held in the account in such investment or investments as Bessemer in its discretion shall deem advisable, without prior notice to, consultation with , or approval by the Trustees. (c) Bessemer is authoried in its discretion t.o purchase, sell or subscribe to rights, warrants or fractions without prior notice to, consultation with, or approval by the Trustees. (d) Bessemer agrees to provide the Trustees with written confirmation of each and every transaction i:, this C account on or about the settlement date. I - EMBI7 A I J i I Income - i 2. Dividends, interest and other cash income on stocks, bonds, securities, and other property held in the account shall be collected when due, reinvested or paid as directed by the Trustees from time to time. Principal 3. Proceeds from the sale of stocks, bonds, securities and other property at any time held in the account and from the redemption of such stocks, bonds, securities and other property and other receipts of principal collected, shall he added to the principal of this account. Ex enses i 4 . Payment for purchases of securities and expenses in connection with any other assets held in this account shall i be charged to this account (against either principal or income, i as the Trustees determine) and authority to effect such charges is hereby given to Bessemer by the Trustees. In the event � of any doubt or uncertainty, the Trustees will issue appropriate instructions upon Bessemer' s request. i FLe�i_stration and Proxies 5. Registered securities held in this account shall be transferred into, and held in the name of Bessemer ' s nominee or nominees. Proxies on securities so registered shall be voted in Bessemer' s discretion by such nominee or nominees. Statements 6. Bessemer shall provide a written monthly statement of all principal and income cash transactions to the Trustees. 7. Bessemer shall provide a written monthly statement of all assets in this account to the Trustees. 8. Bessemer shall provide a copy of all statements of monthly principal and income cash transactions and assets to the Trustees actuary firm, Kruse, O'Connor and Lino, Inc. , 8751 West Broward Boulevard, Plantation, Florida. -2- I I 9. Bessemer shall prepare and furnish to the Trustees an annual statement of income summarized for income tax purposes, i including gains and losses on the sale of stocks, bonds, securities and other property held in the account, provided that the Trustees furnish Bessemer with the tax cost of all property the Trustees deposit in the account . Instructions 10 . All instructions in respect to this account must be personally sinned by the Trustees or any agent or attorney- in-fact appointed by the Trustees by a written instrument delivered to Bessemer. Indemnit 11. It is agreed that Bessemer shall not be held liable or accountable for any loss or depletion in assets caused by the investments or changes in the investments made by Bessemer in good faith. j12. The Trustees agree to indemnify and hold Bessemer harmless from any and all costs , damages, expenses and liability which Bessemer may incur by reason of any action taken by Bessemer upon written instructions of the Trustees or those of their i duly authorized agents or attorneys-in-fact in connection with this Investment Management Account with full discretion. 13. The parties agree that this account shall be subject to the laws of the United States of America, the State of Florida, { and the ordinances of the city of Dania, and that both parties will fully comply with all such laws. 14 . For providing this investment management service, i i Bessemer will be entitled to annual compensation determined jas follows: 1% of the first $1 million . 6% of the second $1 million . 45% of the balance At the end of each calendar quarter, after written approval by the Trustees , Bessemer will charge the account and retain 1 -3- F7 , i as its quarterly fee an amount equal to one-fourth of the amount of its fee. Ressemer' s fee from the date of this agreement to the end of the first calendar quarter shall be pro-rated. In the ,event this agreement is terminated, Bessemer' s fee will also be terminated and pro-rated. Miscellaneous 15. All statements, remittances, or other correspondence between the parties in connection with this account, shall be mailed as follows: As to Trustees: Mr. Eugene Jewell , Trustee The Board of Trustees City of Dania Police and Firefighters Retirement System 100 West Dania Beach Boulevard iDania, Florida 33004 As to Bessemer: Mr. Robert O' Brien j Bessemer Trust Company of Florida 249 Royal Palm Way Palm Beach, Florida 33490 16. The plan ' s tax identification number is F23-002-7203. Termination of -Agreement 17. This agreement shall remain in force and effect until ^� revoked or amended by written notice by Bessemer or the Trustees. The termination or amendment of the terms of this agreement shall be effective upon receipt unless otherwise stated in the notice. Bessemer agrees to comply with any instructions of the Trustees included in the notice with respect to handling the account. i ! BOARD OF TRUSTEES, CITY OF DANIA POLICE AND FIREFIGHTERS RF,'CIRF.MF.NT SYSTEM Eugene N. Jewell Michael L. Brown Charles B. Fidler -- -------- � John- J . Vollmann, Jr. I � -------- ------ Edwin Hyde Moore -4- Trustees Continued: i I Robert H. Duncanson I James G. Adams Rudolf Rigo Amur Goodman DATED: ACCEPTED: BESSEMER TRUST COMPANY OF FLORIDA i By: Vice President I 3 I �^ I I I I I i f i i i I 1 f i i 1� I J -5- .sl i CUSTODIAN AGREEMENT Bessemer Trust Company 10 Bank Street Newark, New Jersey 07102 Dear Sirs: Bessemer Trust Company, hereinafter referred to as Bessemer, i is hereby requested and authorized to open a Custodian Agreement in the name of THE BOARD OF TRUSTEES, CITY OF DANIA, POLICE AND FIRE- j FIGHTERS RETIREMENT SYSTEM, hereinafter referred to as the Trustees, j and to hold in this account as custodian for the Trustees, all stocks, bonds, securities and other property, that is from time to time deposited with or collected by Bessemer for the Trustees ' account, subject to the following instructions and conditions: Income 1. Dividends, interest and other cash income on stocks , bonds, I ' isecurities, and other property held in the account shall be collected when due, reinvested or paid as directed by the Trustees from time to tir r I time. i i Principal 2. Proceeds from the sale of stocks, bonds, securities and other property at any time held in the account and from the redemption of such stocks, bonds, securities and other property and other receipts of prin- cipal collected, shall be added to the principal of this account. Expenses 3. Payment for purchases of securities and expenses in connection with any other assets held in this account shall be charged to this account (against either principal or income, as the Trustees determine) and authority to effect such charges is hereby given to Bessemer by the Trustees. In the event of any doubt or uncertainty, the Trustees will issue appropriate instructions upon Bessemer's request. i Registration and Proxies 4. Registered securities held in this account shall be transferred into, and held in the name of Bessemer's nominee or nominees. 5. You and your nominee or nominees are authorized and empowered on behalf of the undersigned to sign any proxies received from any corpora- tion, whose securities are held in this account, unless we have given you J i any instructions to the contrary. Statements 6. Bessemer shall provide a written monthly statement of all principal and income cash transactions to the Trustees. 7. Bessemer shall provide a written monthly statement of all assets in this account to the Trustees. 8. Bessemer shall provide a copy of all statements of monthly principal and income cash transactions and assets to the Trustees actuary firm, Kruse, O'Connor and Ling, Inc. , 8751 West Broward Boulevard, Plantation, Florida. 9. Bessemer shall prepare and furnish to the Trustees an annual statement of income, summarized for income tax purposes, including gains and losses on the sale of stocks, bonds , securities and other I f property held in the account, provided that the Trustees furnish a Bessemer with the tax cost of all property the Trustees deposit in the account. Instructions 10. All instructions in respect to this account must be personally signed by the Trustees or any agent or attorney-in-fact appointed by the Trustees by a written instrument delivered to Bessemer. Indemnity 11. The Trustees agree to indemnify and hold Bessemer harmless from any and all costs, damages, expenses and liability which Bessemer may incur by reason of any action taken or omitted to be taken by Bessemer upon our written instructions or those of our duly authorized agents or attorneys-in-fact in connection with this Custodian Agreement. 12. The parties agree that this account shall be subject to the laws of the United States of America , the State of Florida, and the i I ordinances of the City of Dania, and that both parties will fully comply i with all such laws. ( Miscellaneous 13. All statements, remittances or other correspondence between the parties in connection with this account, shall be mailed as follows: Ll As to Trustees: Mr. Eugene Jewell , Trustee The Board of Trustees City of Dania Police and Firefighters Retirement System 100 West Dania Beach Boulevard Dania, Florida 33004 As to Bessemer: Mr. Robert Branen Bessemer Trust Company 10 Bank Street Newark, New Jersey 07102 14. The plans tax identification number if F23-002-7203. Termination of Agreement 15. This agreement shall remain in force and effect until revoked or amended in writing by Bessemer or the Trustees. The termination or amendment to the terms of this agreement shall be effective upon re- ceipt by the party to whom it is directed. BOARD OF TRUSTEES, CITY OF DANIA POLICE AND FIREFIGHTERS RETIREMENT _ SYSTEM 1A v.- Eugene N. Jewell Michael L. Brown Charles B. FidTer John J . Vollmann, Jr. [dwin Hyde Moore Arthur Goodman � Robert H. Duncanson I I James G. Adams I _ Rudolf Rigo J 3 I fir DATED: ACCEPTED: j BESSEMER TRUST COMPANY I By. Vice President I 1 I i i I 1 . 5 h