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HomeMy WebLinkAboutAgreement_Pension_04/01/2005CUSTODY AGREEMENT This Agreement entered into this) ~~t day of , 2005, is made by and between the TEQUESTA PUBLIC SAFETY P~NS10N FUND (the "Client") and Salem Trust Company ("STCA) and is effective as of ~~~ aoOS WHEREAS, The VILLAGE OF TEQUESTA has established the TEQUESTA PUBLIC SAFETY PENSION FUND (the "Account"); and WHEREAS, the Client desires to appoint STC as the custodian of the Account assets as delivered to STC (the "Custodial Account"); and WHEREAS, STC is willing to accept its appointment as custodian in accordance with the terms of this Agreement; and WHEREAS, the Client represents that it has all requisite authority to enter into this Agreement, and the Client represenrts that ail actions required for the execution of this Agreement by the Client and the appointment of STC have been duly taken. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Client and STG hereby agree as follows: 1. CUSTODIAL ACCOUNT: The Custodial Account shall consist of cash, cash equivalents, stocks, bonds, and other securities and property, together with the income therefrom, designated by the Client and delivered to STG, which are subject to this Agreement. 2. APPOINTMENT OF STC: The Client hereby appoints STC as the custodian of the Custodial Account and STC hereby accepts such appointment and agrees to carry out the Client's directions regarding the investmen# and reinvestment of assets of the Custodial Account and other matters involving the Custodial Account. 3. DUTIES: STC agrees to (a) hold and safely keep the assets of the Custodial Account; (b) collect the income, interest and dividends paid in cash or in-kind on the assets of the Custodial Account and credit the same to the Custodial Account; (c) keep accurate records of all receipts and disbursements; and (d) advise the Client of all maturities, redemptions, exchanges, tenders and shareholder options. Notwithstanding any other provision c©ntained herein, the duties cif STC shall be limited to these expressly imposed upon it by this Agreement. 4. INVESTMENT OF CUSTODIAL ACCOUNT: STC will carry out the timely instructions of the Client or his Authorized Representative which are in writing and received by STC, regarding all investments, the purchase, safe or exchange of any securities or other property held under this Agreement. STC is authorized to use,. far the purchase of any security or property, any uninvested funds held under this Agreement or any other funds made available for such purpose by or on behalf of the Client. STC will utilize anon-proprietary U.S.Treasury money market mutual fund (sweep) service for the Custodial Account until otherwise directed by the client. STC will have no liability for uninvested cash balances where STC does not have good funds or the reasons for the uninvested cash balances are beyond the control of STC. STC shall have no responsibility with regard to the merit or soundness of any investment and STC shall have no obligation to give the Client any investment advice or to review the investments in the Custodial Acxount. STC will have no liability for acting in good faith upon any instructions, including oral instn.rctions by phone or otherwise, that STC reasonably believes to have been given by a party authorized to act on the Client's behalf. STC will be liable only for actual damages arising from any negligent acts or omissions in the p~fonnance of STC`s duties hereunder. 5. VOTING: At the written direction of the Client, or his autharized representative STC will vote in the specified manner instnlcted by the client or designee, any shares of stock held in the Custodial Account at any time and exercise by general or limited proxy, any right appurtenant to any securities held in the Custodial Account at any time. Absent such written direction, STC shall not have any responsibility for voting such shares or exercising any right appurtenant to any securities- held in the Custodial Account. 6. REGISTRATION: STC will register any securities and other assets of the Custodial Account in its nominee name, including the nominee name of any of its affiliates, agents or subsidiaries, or in any form permitting title to pass by delivery, provided that the records of 5TC dearly indicate ownership of the Custodial Account for the Client. 7, STATEMENTS: STC will furnish statements of transactions and assets to the Client either monthly or quarterly at the Client's election. Upon the expiration of six months from the date of filing such statements with the Client, STC shall have no liability or further acxountability to anyone with respect to the propriety of its acts or transactions shown in su+rth account, except with respect to such acts or transactians as to which the Client shall within such six month period file with STC written objections. The Client acknowledges that it has the right to receive written notification of all securities transactions within five business days of the later of ('i) the date of the transaction or (2~ the receipt by STC of a Sroker/Dealer's confirmation of the transaction. The Client expressly waives this right and agrees that STC does not need to provide confirmations of purchases and sales of securities other than by reporting them in STC's regular statements. g. ONLINE ACCESS TO ACCOUNT INFORMATION: STC agrees to provide, as systems allow, electronic acxess to account information to Client, Client's investment managers, consultant, and other parties as the Client may direct. Client directs that the parties designated by it to receive the statements referenced in paragraph 7, above, are also authorized to have electronic access to account inforrriat~cn. 9. DISTRIBUTIONS OF FUNDS: All requests for distributions of funds will be directed to STC in writing and signed by the Client indicating the amount, method, time of payment and any other infonration necessary for STC to carry out its responsibilities under applicable state and. federal laws. STC shall be fully protected against any liability or responsibility in relying and acting upon such written direction. 10. WITHDRAWAL AND TERMINATION: The Client may withdraw any or all of the property held in the Custodial Account and either party hereto may terminate this Agreement upon receipt by the other party of written notice of such withdn~wal or termination, at least 30 days before its effective date. The 30-day period may be waived with the consent of both the Client and STC. 11. AMENDMENT AND MODIFICATION: This Agreement may be amended at any time by a written agreement between STC and the Client. 12. AGENTS AND COUNSEL: With prior approval of the Client, STC shall be entitled to employ suitable agents and counsel and to pay their reasonable expenses and compensation from the Custodial Account or otherwise. Such agent or counsel may or may not be agent or counsel for the Client. Any such expenses shall be paid from the Custodial Account unless paid by the Client. 13. INDEMNITY: STC shall not be responsible for any liability arising out of this Agreement except such liability that is caused by STC's own negligence or willful misconduct. STC may rely upon and shall be protected in acting upon any written direction from the Glient or any other written notice, request, consent, certificate, or other instrument reasonably believed by STC to be genuine and to have been properly executed. STC shall not ~ obligated to defend or engage in any suit with respect to the Custodial Account unless STC shah first have agreed in writing to do so and it shall have been fully indemnified to its satisfaction. 14. FEES AND EXPENSES: STC shall be entitled to fees for its services as described on Exhibit A attached. In addition, STC shah be reimbursed for any reasonable expenses, including cxK.insei and agent expenses and compensation, incun-ed by it as custodian. Such fees or expenses will be charged to the Glient or against the Custodial Account if necessary and continue to be a liability until paid. tf payment is not received, STC has authority to charge the Custodial Account for al! outstanding fees and expenses. 15. FIDELITY BOND: The Custodian agrees to obtain and maintain at least a Fifteen Million Dollar ($15,000,000.00) Fidelity Bond. The Custodian agrees to immediately notify the Trustees, in writing, in the event of any change in its fidelity bond and to immediately notify the Trustees if said 'insurance is terminated, cancelled or discontinued, in whole or in part. 16. ERRORS AND OMMISSIONS INSURANCE: The Custodian agrees to obtain and maintain at least a Five Million Dollar ($5,000,000.00) Errors and Qmissions Policy. The Custodian. agrees to immediately notify the Trustees, in writing, in the event of any change in its Errors and Omissions Policy and to immediately notify the Trustees if said insurance is terminated, cancelled or discontinued, in whole or in part. 17. AUTHORIZED AGENTS: The Client may designate one or more agents or other individuals who may give instructions to STC regarding the Custodial Account, and to change authorized agents or add additional agents by written notice to STC. Exhibit B, executed by the Client and attached hereto, is a list of individuals, and their specimen signatures, which are authorized to act on behalf of the Client. The Client shall promptly notify STC in writing of any change to the list of authorized agents or individuals. STC shall be fully protected in relying on the direction from any authorized agent or individual until it receives written notice otherwise. 18. SEPARABILITY: ff any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future law, such provision shall be fully separable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision is not a part of this Agreement. In that instance, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance from this Agreement. 19. GOVERNING LAW: This Agreement shall be construed in accordance with the laws of the State of Florida. 20. HEADINGS: The headings in this Agreement are provided for convenience purposes only. They shall not be binding in the interpretation or construction of this Agreement. 21. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each one of which shall be deemed to be an original. 22. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement of the parties with respect to the administration of the Custodial Account. 23. NOTICES: Any notices or communications which either party hereto may be required or permitted to make to the other shall be in writing and shall be delivered, to the other party at the address set forth below. If to the Client: Board of Trustees ~ag~gfsgg,uesta Public Safety Officers Pension Fund 2~9 T~questa ri~[P~ ~~ IItP_ 300 Teauesta Florida 33469-0273 If to Salem Trust Company: Salem Trust Comaanv 455 Fairway Drive, Suite 103 Deerfield Beach. Florida 33441 Atten: Karen Russo. VP/ReQional Mgr. 24. SPECIAL INSTRUCTIONS: IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first above written: WITNESS TO G I T: CLIENT 1 '` BY: m Ct~e7./~t~/ TITL C~-t~~xir./• Client's Tax Identification Number: WITNESS TO STC: ~~, Q. L'eac.e~ SALEM TRUST COMPANY ~- BY: ren M. Russo TITLE: Vice President. Regional Mana4er Exhibit A Fee Schedule To Custody Agreement Between Tequesta Public Safety Pension Fund and Salem Trust Company A. For Assets Comprised of Individual Securities: Annual Administrative/Custodv Fees First $20 million of assets @ 4.0 basis points (.0004), plus Next $30 million of assets @ 3.0 basis points {.0003) Transaction Fees: Security Transactions- $10 each Other Fees for Optional Services: Monthly Benefit Payments $3.00 each Lump Sum Distribution & Other Payments - $15 each Minimum Fee of $3,000.00 (Minimum Fee is inclusive of Transaction Fees and Other Fees for Optional Services. ) Fees are calculated in arrears and are payable on a quarterly basis. Client SALEM TRU T COMPANY BY: Kar n M. Russo TITLE: Vice PresidentlRegional Manager