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AGENCY AND INVESTMENT MANAGEMENT AGREEMENT (3) '- 1 I AGENCY AND INVESTMENT MANAGEMENT AGREEMENT THIS AGREEMENT is made and entered into by and between the City Commission of the City of Clearwater acting as Trustees of the City of Clearwater Pension Fund and Florida National Bank this 13th day of August, 1984: WHEREAS, the City of Clearwater has established and continued to maintain the Employees Pension Fund for the purpose of providing retirement benefits to certain of its employees; and WHEREAS, the Trustee is empowered with the authority to appoint one or more "Agents" and "Investment Counsels" hereafter referred to as "Investment Managers" to manage the investment of trust property; and WHEREAS, the Trustee wishes to appoint Florida National Bank as Investment Manager with respect to certain of the assets in the Trust Fund, and Florida National Bank wishes to serve as Investment Manager with respect to such assets; NOW, THEREFORE, in consideration of the mutual convenants herein contained, it is agreed as follows: I. The Trustee hereby appoints and retains Florida National Bank, and Florida National Bank agrees to serve, as an Investment Manager upon and subject to the terms hereof, beginning at the opening of business on August 14th, 1984, and continuing until this Agreement is terminated in accordance with the terms hereof. 2. The responsibilities and duties of Florida National Bank (FNB) as Investment Manager shall be limited to the assets of the Investment Account at FNB (the "Account") which assets shall be part of the assets of the Trust Fund. Initially, the Account shall consist of such assets and securities as designated by the Trustee. From time to time, the Trustee may transfer other assets of the Trust Fund to the Account or withdraw any of the Trust Fund from the Account upon written notice to FNB. Nothing in this agreement shall constitute a commitment by the Trustee to maintain any minimum amount of assets in the Account. 3. FNB shall have full responsibility for determining the investment of the Account unless FNB is under the written direction of the Trustee. 4. In carrying out its responsibilities as Investment Manager, the Trustee hereby authorizes and empowers FNB to invest, reinvest, sell, deliver, or retain any property (including Group Annuity Contracts) in the Account, or may itself place orders to buy, sell or otherwise trade in any security or other property, including Group Annuity Contracts, in the Account with brokers or dealers selected by it. FNB shall promptly give the Trustee written notice of each such order. The Trustee further directs FNB to be fully empowered and n /l " ::7 '- '- "t l..-'i.'<..a.n-~ ~) ~~~fL) )1'/1 ~/fy -1- cC ~t'2::) ,tt') (II} .. I I authorized as agent for the Trustee to pay for securities, and/or Group Annuity Contracts, purchased against receipt thereof or to deliver securities and/or Group Annuity Contracts sold against payment thereof, as the case may be. 5. The Trustees may exercise one or more powers granted to the Investment Manager under Sections 4 and 18 of this agreement. These written directions may be of a continuing nature, or otherwise, and may be revoked in writing by the Trustees at any time. The Investment Manager shall take action directed by the Trustee and the Trustees shall indemnify the Investment Manager for any loss or liability incurred by the Investment Manager which may result from the Investment Manager following such directions or from the actions taken pursuant to such directions. If the powers granted to the Investment Manager under Sections 4 and 18 are exercised in writing by the Trustee in their discretion, FNB's only duties under Section 4 and 18 shall be to: (a) pay for securities and/or Group Annuity Contracts, purchased against receipt thereof or to deliver securities against payment therefore, as the case may be; (b) follow the written directions of the Trustee when exercising provisions of the contracts present in the Account. 6. FNB shall keep full and complete records of all transactions in the Account and shall render a statement thereof to the Trustee at the end of each year during the term of this Agreement. 7. At the end of any calendar quarter during the term of this Agreement, FNB shall, upon the request of the Trustee, review the transactions in the Account with the Trustee. 8. FNB's compensation for its services hereunder shall in accordance with fees quoted in their proposal I etter dated July 18, 1984. The Group Annuity Contracts fair market value(s) will be determined by the appropriate insurance company issuing such contract. 9. FNB shall from time to time certify to the Trustee the name of the person or persons authorized to act on its behalf and shall give the Trustee a specimen of his or their signatures. Any person so certified shall be the authorized representative of FNB for the purposes of this Agreement and his authority to act on behalf of FNB shall continue until notice to the contrary is given by FNB and received by the Trustee. 10. The Trustee may from time to time designate any person or agent to act on its behalf in giving instructions, directions, notices or other communications to FNB and shall certify the name of such person to FNB and give FNB a specimen of his signature. The authority of any such person or agent to act on behalf of the Trustee shall continue until notice to the contrary is given by the Trustee and received by FNB. -2- I I II. Any instruction or direction from FNB to the Trustee may be given in any manner acceptable to FNB and the Trustee; provided that all such instructions or directions to the Trustee shall be given or confirmed in writing by the authorized representative of FNB. Any instruction, direction, notice or other communication from FNB to the Trustee shall be mailed or delivered to such address as the Trustee notified FNB. 12. Any noti ce or other communi cati on from FNB to the Trustee shall be mail ed or deli vered to: Finance Director City of Clearwater P.O. Box 4748 Clearwater, FL 33518 Any notice or other communication to FNB shall be mailed or delivered to: Florida National Bank Trust and Investment Group 214 Hogan Street Jacksonvi lie, FL 32231 A ttn: John Wi II oughby Either party may change the address for notices or other communications to it by written noti ce to the other stati ng the new address. Noti ces from ei ther party to the other shall be effective when received by the addressee. 13. This agreement may be terminated at any time by agreement between FNB and the Trustee, or upon sixty days written notice by either party to the other. 14. FNB hereby acknowledges receipt of a copy of the Plan. The Trustee agrees to provide FNB with a copy of any future amendments to the Plan or the Trust Agreement, plus investment guidelines as developed. 15. The Trustee agrees to provide all information FNB may require or reasonably request for the performance of its duties and responsibilities hereunder. The Trustee represents and warrants that FNB has been appointed Investment Manager pursuant to City of Clearwater Code of Ordinances, Section 26.33. 16. FNB represents and warrants that it is a bank as defined in the Investment Advisors Act of 1940, as amended, and that it has completed, obtained or performed all other registrations, filings, approvals, authorizations, consents or examinations required by any government or governmental authority for the performance of the acts contemplated by this Agreement. 17. FNB acknowledges in its capacity as Investment Manager that it is a fiduciary with respect to the Plan and accordingly, it shall discharge its duties and responsibilities with respect to the Account in accordance with fiduciary standards or conduct. -3- I I 18. The Trustee hereby authorizes and empowers FNB to exclusively deal with the issuers of Group Annuity Contracts when exercising provisions of the contracts present in the account. 19. FNB, as agent, will hold 011 assets including Group Annuity Contracts, for the trustee. Securities and Group Annuity Contracts hereto may be registered in the name of agent's nominee or otherwise as FNB may determine. 20. This Agreement constitutes the entire Agreement between the Trustee and FNB and all representatives with respect to the subject matter hereof. 21. To the extent that state laws apply, this Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the State of Florida. 22. FNB shall not assign this Agreement without the consent of the Trustee. 23. This Agreement may be amended in whole or in part by FNB or the Trustee upon mutual consent of all parti es. IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first above written. THE TRU TEES OF THE CITY OF CLEARWATER EMPtOY ES PENSION FUND OJ- / FLORIDA NATIONAL BANK WITNESS: BY:~~ c7~ui71~ -4-