EMPLOYEES PENSION PLAN OF THE CITY OF CLEARWATER RETAINER AGREEMENT FOR FUND MONITORINGEMPLOYEES' PENSION PLAN OF THE CITY OF CLEARWATER RETAINER
AGREEMENT FOR FUND MONITORING
THIS IS AN AGREEMENT between the EMPLOYEES' PENSION PLAN OF THE CITY
OF CLEARWATER ("Client") and SAXENA WHITE P.A. ("Attorney").
1. General Statement of Purpose and Subiect of Retainer: Client retains
Attorney to monitor the Client's U.S. and foreign marketable securities in connection
with claims, on a class action basis, for damages against such persons, entities,
companies or associations who may be liable for damages suffered by the Client as a
result of breaches of fiduciary duties, fraud, misrepresentation, or other violations of
federal and/or state securities laws. This is not a retainer to initiate any specific
liti ation. The purpose of this agreement is to facilitate the review of Client's investment
portfolio in order to help determine whether the Client has suffered any material loss
due to violations of federal and/or state securities laws.
2. Identification and Investigation of Possible Claims: In the course of
Attorney's business, Attorney may become aware of, identify and investigate possible
violations of the federal and/or state securities laws, instances of abuse by corporate
management, breaches of fiduciary duties and/or other corporate conduct affecting a
company's securities, such as instances:
(a) in which securities of a publicly traded company have been
purchased during a period when earnings were overstated or erroneously
reported by the company, thereby causing an inflation in the price of the
purchased securities. The truth is revealed when the company is no
longer able to conceal inaccurate financial statements and then "restates
earnings." Such restatements often have a devastating effect on the price
of the company's securities and result in significant losses to purchasers;
(b) where companies have misled investors concerning the
ongoing and future operations of the company. Often this activity occurs
during a period when insiders, e.g., senior executive officers, are selling
their own shares of the company, i.e., insider trading; or
(c) where corporate officers' and directors' breach fiduciary
duties owed to the corporation and derivatively to the shareholders.
Fiduciary duties include a duty of candor (truthfulness), a duty of fair
dealing, and the duty not to waste corporate assets, among others.
Upon becoming aware of or identifying such an instance, which Attorney believes
should be pursued by litigation, Attorney shall review Client's investment portfolio of
publicly traded securities to determine whether Client may have suffered a material loss
due to such possible violations of the federal and/or state securities laws, and/or
corporate management misfeasance or malfeasance and will provide legal advice
regarding the existence and prosecution of possible securities claims. It is understood
that Attorney does not undertake to investigate and advise Client with respect to each
instance of a loss in value of the securities of a company in Client's investment portfolio.
3. Client's Assistance in Investiqation of Possible Claims: For purposes of
assisting Attorney with fulfilling their duties under paragraph 2, supra, Client will direct
the Client's custodian to provide the past three (3) years' statements of monthly
transactions in publicly traded equities in electronic format, if available. Additionally,
Attorney will be added to the distribution list of monthly statements of Client's
transactions. The statement of monthly transactions shall be provided in electronic
format in order to facilitate the transfer of data to the pension fund monitoring database.
4. Confidentiality of Records: Attorney agrees to maintain all records
provided by Client in a secure and confidential manner with access to such records
limited to attorneys, employees or third parties necessary to fulfill the Attorney's
obligations herein.
5. Attorney's Dutv to Report to Client: Attorney agrees to provide Client
regular reports of the status of Attorney's monitoring efforts, at intervals no frequently
than quarterly, and to apprise Client's attorney of any material losses, which Attorney
believes should be pursued by litigation, due to possible violations of federal and state
securities laws or corporate mismanagement and to make recommendations to Client's
attorney of the options available to recover such losses.
6. Costs and Expenses: Attorney shall be solely responsible for such costs
as in their judgment are necessary to fulfill its duties under paragraph 2, supra. Any and
all expenses are the sole responsibility of the Attorney and the Client shall have no
obligation for such expenses.
7. Client's Pursuit of Litiqation: Client understands and Attorney
acknowledges that this agreement does not authorize the initiation of any litigation on
Client 's behalf. Any litigation initiated will be subject to a separate retainer agreement
to be negotiated between Client and Attorney. If the terms by which Attorney will initiate
litigation on Client's behalf are unacceptable to Client, Client may choose not to pursue
litigation or may retain counsel other than Attorney to pursue any claim identified
pursuant to this agreement.
8. Filing of Settled Claims: Client shall remain responsible for timely filing of
proofs of claim in settled cases. Attorneys agree to assist in the preparation of proofs of
claim by:
(1) Providing information regarding settlements as documented in publicly
available data bases;
(2) advising clients on procedures for obtaining and processing claims;
(3) answering any questions regarding claims processing through designated
attorneys and staff members; and
(4) working with claims processor, where possible, to facilitate accurate filing
of claims.
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9. Governina Law: This Agreement constitutes the entire agreement of
Client and Attorney with respect to the subject matter hereof, and shall be construed in
accordance with and governed by the laws of the State of Florida
10. Client Acknowledqment: Client acknowledges having read all of the terms
and conditions set forth in this agreement and that he/she fully understands and agrees
to same.
11. Contact Information: Attorney and Client each designate the following
person (or such other person or address as such party may designate by written notice)
as its primary contact under this Agreement:
Attorneys: Saxena White P.A.
Maya Saxena, Esq.
2424 N. Federal Highway, Suite 257
Boca Raton, FL 33431
Telephone: (561) 394-3399
Facsimile: (561) 394-3382
Email: msaxena(a�saxenawhite.com
Client: EMPLOYEES' PENSION PLAN OF THE CITY OF
CLEARWATER
Frank V. Hibbard
Chairperson
Stuart A. Kaufman
Klausner & Kaufman
Client's Attorney: 10059 Northwest 1 St Court
Plantation, FL 33324
Telephone: 954-916-1202
Facsimile: 954-9� 6-1232
Email: stu robertdklausner.com
12. Termination of this Aareement: Client may terminate this agreement at
any time in writing. Upon termination of this agreement, Attorney shall destroy all
copies of Client's monthly statements of equity holdings, and any electronic record of
Client's holdings, and certify in writing that the records have been destroyed in
compliance with this agreement.
13. Copv Received bv Client: Client acknowledges receipt of a copy of this
agreement concurrently with Client's execution thereof. This agreement shall be valid if
signed in counterparts.
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FOR: AXENA HITE P.A.
�-��� oJ�e�2(�i �ate: � I 15 �� , 2011
Maya xena, Esq.
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
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By; � v Date: �Q��U. � �� , 201 �
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Frank V. Hibbard
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Rosemarie Call �"' - `�_.,�--- �
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