SETTLEMENT AGREEMENT AND RELEASE
SEtTLEMENT AGREEMENT AND RtLEASE
ENTERED INTO by and between the Trustees of the City of Clearwater Employees Pension
Fund (the "Trustees"), the City of Clearwater Employees Pension Fund (the "Pension
Fund") and SunTrust Bank ("SunTrust") as of this ~ay of March, 2002.
WHEREAS, the Pension Fund is a pension fund for employees of the City of Clearwater
Florida duly established under the laws of the State of Florida and the Ordinances of the
City of Clearwater which acts by and through the Trustees;
WHEREAS, SunTrust is a Georgia Banking Corporation authorized to conduct business in
the State of Florida and the successor by merger to Sun Bank, N.A.;
WHEREAS the Pension Fund, acting through the Trustees, and Sun Bank, N.A., entered
into a Custodial Agency Agreement effective November 4, 1985 under which SunTrust
has performed certain services for the Pension Fund;
WHEREAS, between May 25, 2001 and May 30, 2001 certain securities owned by the
Pension Fund and held on its behalf in SunTrust Account Number 56031256825785,
were sold contrary to the wishes of the Trustees;
WHEREAS, the Trustees have alleged that the Pension Fund has sustained losses as a
consequence of those actions and sales and have claimed that SunTrust is liable to the
Pension Fund to reimburse it for those losses thus giving rise to a dispute ("Dispute").;
WHEREAS, SunTrust denies the allegations made by the Trustees; and
WHEREAS, the Trustees, the Pension Fund and SunTrust desire to compromise, settle and
dispose of this Dispute and claim ~ithout litigation and without any admission of
liability.
Now, therefore, in consideration of the premises and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties
hereto agree as follows.
1. SunTrust shall deliver to the Trustees for deposit into the Pension Fund the sum of
$109,959.00 within ten business days after the execution of this Agreement.
2. The Trustees and the Pension Fund hereby agree to waive, absolve, release and
forever discharge SunTrust, its predecessors, subsidiaries, affiliates, parent
companies, insurers, attorneys, agents, representatives, officers, directors,
shareholders, successors and assigns from any and all claims, charges, judgments,
demands, rights or causes of action of any kind, whether known or unknown,
whether asserted or unasserted, in law or equity, they may have now or hereafter
may have arising under and or out of or in connection with any securities of the
Pension Fund sold between May 25, 2001 and May 30, 2001 from SunTrust
account number 56031256825785.
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SE'ITLEMENT AGREEMENT AND RtLEASE
3. This Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective legal representatives, successors and assigns. This
agreement may be signed in counterparts, by facsimile or otherwise, all of which,
when taken together, will be deemed an original.
4. This Agreement constitutes the entire agreement between the parties hereto and
supersedes all prior agreements, either written or oral, that may have existed
between the parties with respect to the matters addressed herein. No
representation, promise, conditions, warranty, or understanding, either express or
implied, other than herein set out, shall be binding upon the parties hereto.
5. The parties acknowledge that they have read and reviewed the Agreement,
consulted their attorneys regarding the agreement, fully understand the terms,
conditions and impact of the Agreement, and intend to be bound by it without
reservation or qualification. The Trustees and Pension Fund acknowledge and
agree that, except as stated herein, no promise or inducement has been offered by
SunTrust or the City of Clearwater for this Agreement and that this Release is
executed without reliance upon any statement or representation by SunTrust or its
representatives not set forth herein.
6. The Trustees represent that they have the capacity to execute this Agreement on
behalf of the Pension Fund and that no further action or omission of any public
body is necessary to make it binding on the Pension Fund.
7. This Agreement shall be construed in accordance with and governed by the laws
of the State of Florida.
ENTERED INTO as of the date first above written.
City of Clearwater Employees
Pension Fund
r;jLr
Trustee
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SErFLEMENT AGREEMENT AND RtLEASE
counrersi~4 iJr
Brian Aungst
Mayor-Commissioner
CITY OF CLEARWATER, FLORIDA
B~r.
William B. HorntlI
City Manager
Approved as to form:
/J/~ roo ~
Attest:
y thia E. Goudeau
City Clerk
Lee Dehner
Pension Attorney
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