Res. No. 059-98-10326RESOLUTION NO.59-98-103 26
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF SOUTH MIAMI,FLORIDA,RELATING TO TRANSFER OF
PENSION FUNDS ACCOUNT FROM NATIONS BANK TO WACHOVIA
BANK,N.A.,AND APPROVING WACHOVIA BANK AS THE SUCCESSOR
CUSTODIAN BANK.
WHEREAS,the City of South Miami employee pension funds are currently managed by
INVESCO Capital Management,andNationsBankservesascustodian of the trust funds;and
WHEREAS,NationsBankhasadvisedtheCitythroughourfundmanagerthatitis
discontinuingitscustodianservices,effective immediately;and
WHEREAS,inan effort tofind another bank to provide custodian services forthe trust
funds,thefund manager has conducted aformal search through a consultant andrecommended
that the funds be transferred to Wachovia Bank,N.A.;and
WHEREAS,thefinancialstatusandoperations of Wachovia Bankhasbeenreviewedby
Mr.Peter Bermont of SmithBarney,thePensionAuditorrecentlyengagedbytheCitytoreview
theactivities of ourpensionfunds,andheconcurswiththeInvestment Manager's
recommendation.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF SOUTH MIAMI,FLORIDA,THAT:
Section 1.theCityManagerisauthorizedtoadviseINVESCOCapitalManagementtotransfer
City of SouthMiamiemployeepensionfundsfrom NATIONS BANKto WACHOVIA BANK,
N.A.
Section 2.effectiveimmediately,WachoviaBankwillserveasthecustodiantothe trust fundsin
accordancewiththetermsandconditions of theCitypensionplan.
Section 3.thisresolutionshalltakeeffect immediately uponapproval.
PASSEDAND ADOPTED this 17th day of March1998.
ATTEST:
CITY CLERK
REAjfcAND APPROVED AS TO FORM:
CITY ATTORNEY
APPROVED:
m&oi
Commission vote;
Mayor Robaina:
Vice Mayor Oliveros:
Commi ssi oner Feliu:
Commissioner Russell
Commissioner Bethel:
5-0
Yea
Yea
Yea
Yea
Yea
CITY OF SOUTH MIAMI
INTER-OFFICE MEMORANDUM
***********************************************************
To:Mayor andCity Commission Date:March 13,1998
Re:Agenda Item #I '
s/foyi Comm.Meeting March 17,1998
From:Diana Moms^T^Z/C^^^Resolution regarding
InterimCityManager transfer of Pension funds
Account to Wachovia Bank.
********************************************************************
The attached resolution is requesting theCity Commission's approval fortheCity Manager to
authorizeInvescoCapitalManagementtotransferouremployeespensionfundsaccountandits
custodian services from Nations Bank to Wachovia Bank.
ThetransferisbeingrequestedbecauseourfundmanagerhasadvisedusthatNationsBank,the
fundspresentcustodian,isdiscontinuingitsservices.'Theoperationandfinancialstatus of
WachoviaBankhasbeenreviewedbyMr.Bermont,theCityPensionAuditor,andheconcurs
withthe recommendation of theInvestmentManager.
I recommend approval
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NationsBank
October 15,1997
Mr.Dayton Cremer
City of South Miami Florida
6130 Sunset Drive
South Maimi,FL 33143
Subject:INVESCO Capital Management City of South Miami Florida Account
Dear Mr.Cramer:
On May 27,1997,INVESCO Capital Management ("INVESCO")wrote to you to advise
that NationsBank had made the decision to discontinue its custody services and was
selling that business to Bankers Trust Company.Subsequently,INVESCO conducted a
formal search through a consultant fora custodian for its relationships and selected
Wachovia Bank,N.A
This letter isto formally notify you that NationsBank resigns from your account(s)as
custodian effective November 30,1997.We have enclosed a "Transfer Package"
containing the documents and forms required to effect the transfer of your account(s).If
you are in agreement with INVESCO's selection of Wachovia Bank,N.A as the successor
custodian of your account(s),please insert Wachovia Bank,N.A as successor in all
documents and forms requested in the enclosed "Transfer Package".
A copy of the "Transfer Package"\s enclosed for you to forward to your successor
custodian.
We are committed to servicing your account(s)through this transition period.Please call
me if you have any questions regarding this information or the transfer process.You may
continue to direct your day-to-day administrative calls to your Client Service Team.
Sincerely,
JmMM,C.W&WjullunA,
Delores C.McMullins
Relationship Manager
(404)607-4808
Enclosures (1)"Transfer Package"(including documents)
(2)Airborne postage-paid self-addressed return envelope
(3)Letter and "Transfer Package"(copy)for the appointed
successor(s)
\
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Wachovia Corporate Services,Inc.
Trust Services Division
301 North Main Street
Winston-Salem,North Carolina 27150-3099
WACHOVIA
October 14,1997
Dayton Cramer
6130 Sunset Drive
South Miami,FL 33143
RE:City of South Miami Pension Fund
Dear Dayton:
Thank youfor choosing Wachovia tomeetyour Trust Services needs.We appreciate the
confidence expressed inus through this important decision.A significant aspect of
Wachovia's commitment toyouis ensuring thatwe provide the best in service and
supportforthetrustproductsyouhaveselected.This commitment beginswiththe
implementation phase.
As your implementation specialists itisour assignment to work closely with you during
thiscriticalphaseandto ensure thatitis handled accurately,expertly andwith minimal
demands onyourtime.Weareavailableto provideassistance atanytime,so please call
us with any questions or concerns you may have at 1-800-642-0891.
Enclosed youwillfinda timeline thatlistsall critical dates inthe implementation
process.Additionally,please find alist of legal documentation Wachovia willrequire
(schedule A)before assets can be received.We look forward to working with you inthe
near future.
Sincerely,
3jU'x
Meg M.Perry
Trust Officer
1 >.'•''-.'',
Wendy A.Murphy
Trust Representative
Enclosures
s:\wfwdocs\rs\mmp\invesco.doc „^
CUSTODY AGREEMENT
The undersigned Client agrees to utilize services of the Custodian as of the effective date,as
defined follows:
1-Safekeeping ofAssets.The Custodian shall receive andhold securities and cash funds asthe
Client may choose to deposit from timeto time.The Client authorizes the Custodian touse nominees for
the registration of securities and employ such depositories,sub-custodians and its vaults,as the Custodian
may reasonably deem appropriate forthe safekeeping of theClient's assets.TheClient undertakes to ensure
that all securities deposited are in negotiable,or "good deliverable"form,as that term is defined by the
industry and Federal securities regulations,and understands that the Custodian may return securities to the
Clientthatarenotin"gooddeliverable"form.
2.Trade Settlement.The Custodian shall act solely on instructions from the Client,its designated
agents,or investment managers)tosettle purchases andsales of securitieson behalf of theClientandshall
notbeliableinitsactsoromissions pursuant toeachinstruction.TheClientauthorizestheCustodiantoact
atthe direction of Invesco Capital Management,Inc.(the "Investment Manager").All trades will be settled
on contractual settlement date in available funds.The Client may transmit instructions to the Custodian by
whatever written or electronic means that are mutually acceptable.It is the Client's responsibility to
safeguard identification codes or other security devices the Custodian maymake available toit for use of
the Custodian's automated system.The Custodian shall not be responsible for any loss,liability or damage
as a result of the Custodian acting upon instructions from Client's personnel using the proper identification
codes or security devices.For Clients utilizing the Custodian's automated system,the Custodian shall not
be responsible for the consequences resulting from failure ofthe system to perform.Itis understood if the
system is inoperable,the Client shall notify the Custodian,and the Custodian agrees it shall accept verbal or
written instructions atno additional charge totheClient.
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The Custodian shall settle trades,cover corporate actions,or other activities by transferring funds
from(designateone):
•A.The Cash Sweep Account designated by Client pursuant to paragraph 5of this
Agreement.
•B.Client's DDA account number .The Client grants Custodian the
authority to transfer funds from the above-referenced DDA account to cover (byway of
illustration,butnotby limitation)daily settlement of trades,income,corporate actions,and
other activities.
3.Collection of Income.TheCustodianshall collect income on securities of the Client andcredit
the Client's accounts)in available funds on the payable date oras soon as possible,as published in a
schedule of payable dates from time to time by the Custodian.The Custodian shall retain the right to
reverse and recover credits thatmay later be determined ingood faith tohavebeen credited in error.
4.Corporate Actions.The Custodian shall actonbehalf of theClientto collect dividends,paid in
cash or additional shares,interest,maturities,whether by call or lottery,tender securities,and vote proxies
asthe Client may direct.TheClient shall be notified of corporate actions through the Custodian's on-line
services.TheClient understands the Custodian is acting solelyasanagentwith respect to assets of the
Client.The Custodian shall credit cash proceeds tothe Client's accounts)in available funds onthe payable
date or later,as published ina schedule of payable dates from timetotimebythe Custodian.The Custodian
shall retain the right to reverse and recover credits that may later be determined in good faith to have been
credited in error.
5.Cash Sweep.TheClient shall designate amoneymarket fund,offeredand managed bythe
Custodianorathirdparty,todepositdailyalluninvestedcash.
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legat\cij\invescac.doc n
6.StatementsandReports.The Custodian shallrenderstatementstoincludealist of assetsand
transactions monthly,quarterly or annually as may be requested by the Client.The Custodian shall provide
to the Client additional reports and access directly to its automated system as the Client and the Custodian
may mutually agree.
7.Audits and Controls.The Custodian shall provide upon request from the Client an annual
opinion letter from an independent accounting firm which addresses the controls and procedures used in
performance of the Custodian's duties.
8.Compensation.The Investment Manager shall pay for services rendered bythe Custodian in
accordance with the schedule of Custodian fees in effect and applicable at the time of the performance of
services,copies of which shall be provided to Investment Manager prior to such schedule's effective date.
Any service outside of the normal and customary services agreed to between the Custodian and Investment
Manager shallbetheresponsibility of theClient.
9.Indemnification.The Custodian shall bear no risks,responsibility or financial exposure as to
the value or suitability of any assets deposited,acquired or disposed by the Client.The Custodian may
charge the Client's accounts)for compensation,expenses or commitments made by the Custodian acting
upon instructions from the Client.The Custodian,or its nominees,shall be indemnified for any claim
(including reasonable attorney's fees)arising out of any transactions undertaken by the Custodian in good
faith.The Custodian shall not be liable for events beyond the control of the Custodian,acts of God,
interruptions of power or telecommunication services,governmental or legal actions.
The Custodian shall be liable for its own negligence,willful misconduct or lack of good faith.The
Custodian shall indemnify the Client for any actual damages (including reasonable attorney's fees)suffered
by Client arising from the Custodian's or its employees'or agents'negligence,willful misconduct,or failure
toactingoodfaith.
The Custodian shall have no discretionary authorirv or fiduciary responsibility with respect to
Xassetsdeliveredtoit.^
legal\agVinvescoc.doc -3-11
10.Amendment andTermination.TheCustodianandClient may agreetoamendinwritingthis
Agreement.Either the Custodian or Client may terminate thisAgreementuponthirty (30)days written
notice tothe other,subject tothe identification of a successor custodian or delivery of all assets tothe
Client.
11.Governing Law.Thelaws of theState of residence of theCustodianshallgovernthis
Agreement totheextent such laws are not preempted byany laws ofthe United States.
Effective Date:
Custodian
Wachovia Bank,N.A.
301 North Main Street;MC:NC-31013
Winston-Salem,NC 27150-1013
TelephoneNo:(910)770-6491
Agreedand Accepted
Custodian
by
Name:
Title:
Client
by
Name:
Title:
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(Seal)
(Seal)
Client
Name:
Address:
Telephone Number:
Witness:
by
Name:
Title:
Witness:
by
Name:
Title:
(Seal)
(Seal)
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