Loading...
Resolution 12015CITY OF ALAMEDA RESOLUTION NO. 12015 ESTABLISHING A DEFERRED COMPENSATION PLAN FOR THE CITY OF ALAMEDA AND EXECUTING THE DECLARATION OF TRUST OF THE ICMA RETIREMENT TRUST. WHEREAS, the City of Alameda has employees rendering valuable services; and WHEREAS, the establishment of a deferred compensation plan for such employees serves the interest of the City by enabling it to provide reasonable retirement security for its employees, by providing increased flexibility in its personnel management system, and by assisting in the attraction and retention of competent personnel; and WHEREAS, the City has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirement Corporation serves the objectives; and WHEREAS, the City desires that the investment of funds held under the ICMA deferred compensation plan be administered by the ICMA Retirement Corporation, and that such funds be held by the ICMA Retirement trust, a trust established by public employers for the collective investment funds held under their deferred compensation plans and money purchase retirement plans. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ALAMEDA that the City, unless it has already done so, hereby adopts the deferred compensation plan attached hereto as: ICMA Deferred Compensation Plan, attached hereto as Appendix A, and appoints the ICMA Retirement Corporation to serve as Administrator thereunder; and BE IT FURTHER RESOLVED that the Employer hereby executes the Declaration of rust of the ICMA Retirement Trust, attached hereto as Appendix B. BE IT FURTHER RESOLVED that the Finance Director shall be the coordinator of this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust, and shall cast, on behalf of the Employer, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda in regular meeting assembled on the 18th day of September , 1990, by the following vote to wit: AYES: NOES: Councilmembers Arnerich, Camicia, Withrow and President Corica 4. None. ABSENT: Councilmember Thomas - 1, ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 19th day of September , 1990. 1 Deputy City Clerk City of Alameda ('Employer Deferred Compensation Plan hate i. MITRCDUCTION The Employer hereby 'stet: Ashes the Employer's Deferred Compensa. bon Ran, herektet er referred to as the "Plan" The Man conalats of the megatons set loth in this document. The pricey purpose of this Ran is to provide retirement income and Other deferred benefits to the Employees of the Employer in accordance weh the provisions of Section 457 of the Internal Revenue Code of 1985, as emended life "Code'). This Plan shoe be an agreement solely between is Employer and pettrapating Employesa. Mete R DEFIWDONS Section 2.01 Account The booickeepkp accotwe moistened for each Participant reflecting the emulative amount of the Participant's Deferred Compensation, including any Income, gains, !oases, or Increases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensation, and further reflecting any distri- butions to the Participant or the Participant's Beneficiary and any fees or expenses charged against such Participant's Deferred Compensation. Section 2.02 Administrator: The person or persons named to carry out certain nondiscretkonary administrative functions under the Plan, as hereinafter described. The Employer may remove any person as Admire. beaker upon 60 days' advance notice in writing to such person, in which case the Employer shall name another person or persons to act as Administrator. The Administrator may resign upon 60 days' advance notice b writing to the Employer, In which case the Employer shall name another person or persons to ad as Administrator. Section 03 $eaeNdary: The person or persons designated by the Participant in his Joinder Agreement who shalt receive any benefits payable hereunder in the event of the Participant's death. in the event that the Participant names two or more Beneficiaries, each Beneficiary shaft be entitled to equal shares of the benefits payable at the Partici- pant's death, unless otherwise provided in the Participant's Joinder Agreement If no Beneficiary Is designated in the ,binder Agreement, N gle Designated Beneficiary predeceases the Participant, or if the desig- nated Beneficiary does not survive the Participant for a period of fifteen (15) days, then the estate of the Participant shall be the Beneficiary. Suttee 2.04 Defined Compensation: The amount of Normal Compen- saeon otherwise payable to the Participant which the Participant and the Employer mutually agree to deter hereunder, any amount credited is a Participe :re Account by reason of a transfer under Section 5.03, or any otter amount which the Employer agrees to erode to a Pared - • Ac cunt. Section 205 Employee: Any Individual who provides services for 11* Employer, whether es an employee of the Employer or as an independ- ent contractor, and who has been designated by Me Employer as • to peridpate in the Plan. Section 205 khdudbha The amount of an Employee's ca rpensation from the Employer bra taxable year that is attributable to services performed for the Employer and that Is includible In the Employ- ee's gross Income for the taxable year for federal Income tax purposes: such term does not include any amount excludable from gross income under this Ran or any other plan described in Section 457(b) of the Code or any other amount excludable from grows Income for federal booms tax purposes. Includible Compensation shah be determined without regard to any community property laws 10/89 Section 2.07 Joinder Agreement An agreement entered into between an Employee and the Employe, including any amendments or moditka- bons thereof. Such agreement shag tix the amount of Deferred Compen- sation, specify a preference among the investment alternatives designated by the Employer, designate the Employee's Beneficiary or Beneficdaaries, and krcorporate the terms, conditions, and provisions of Me Plan by reference. Section 2.0* Normal Compensation: The amount of compensation which would be payable to a Participant by the Employer fora taxable yearn no Joinder Agreement were in effect to deter compensation under Ns Plan. Section 209 Norma! Retirement Age: Age 70144, unless the Participant has elected an altemate Normal Retirement Age by written instrannent deliv- ered to the Administrator prior to Separation from Settee. A Partk9- pent's Normal Retirement Age determines the period during which a Participant may utilize the catekup limitation of Section 5.02 hereun- der. Once a Participant has to any extent utilized the catch-up limitation of Section 5.02, his Normal Retirement Age may not be changed. A Participant's alternate Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retirement plan covering the Participant and may not be later then the date the Participant will attain age 7014.11a Participant continues employ- ment after attaining age 7014, not having previously elected an alternate Normal Retirement Age, the Participant's alternate Normal Retirernere Age shalt not be later then the mandatory retirement age, a any estab- lished by the Employer, or the age at which the Participant actually separates from service If the Employer has no mandatory retiremwr age. If the Participant will not become eligible to receive benefits under a bsic retirement plan maintained by the Employer, the Participant's alternate Normal Retirement Age may not be earlier than age 55 and may not be later than age 7014. Section 2.10 Participant My Employee who has joked the Plan to the requirements of Article IV Section 2.11 Men Thar: The csiendar year. Section 2.12 Retirement The first date upon which both of the following shell have occurred with respect to a participant: Separation from Service and attakxnent of age 65. Section 2.13 Separation !torn Service of Me Participant's employment with the Employer which constitutes a "separation from service" within the meaning of Section 402(e)(4)(A)011) of the Code. in general, a Participant shall be deemed to have severed its employment with the Employer for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated In the case of a Participant who is an independent contractor of the Employer, Separation from Service shall be deemed to have occurred when to Participant's con- tract under which services are performed has completely expired and terminated, there Is no foreseeable possibility that the Employer wet renew the contrrd or enter into a new contract bor the Participant's services, and It Is not anticipated !fiat the Participant eV become an Employee of the Employer: Artist N. ADMIMST!IATION section 3.01 Duties of Employer: The Employer shall have the authority to make all discretionary decisions affecting the rights or benefits of Paredpants which may be required In the administration of this Plan. Section 3.02 Duties 04 Adminintraton The Administrator, as agent for the Employer, shall perform nondiscretionary administrative functions in connection with the Plan, including the maintenanoa of Participants' Accounts, the provision of periodic reports of the status (death Account, and the disbursement of benefits on behalf of the Employer in accor- dance with the provisions of this Plan. Article IV. PARTICWATION 5d THE PLAN Section 4.01 Initial Participation: An Employee may become a Participant by entering into a Joinder Agreement prior to the beginning of the calendar month in which the Joinder Agreement is to become effective to defer compensation not yet earned Section 4.02 Amendment of Joinder ' A Participant may amend an executed Joinder Agreement to change the amount of compensation not yet eared which is to be deterred (including the reduction of such suture deferrals to zero) or to change his Invesbnent preference (subject to such restrictions as may resutt from the nature or terms of any Investment made by the Employer). Such amendment shall become effective as of the beginning of the calendar month commencing after It* date the amendment is executed. A Participant may at any time amend his Joinder Agreement to change the designated Beneficiary, and such amendment shall become effective immediately. Article Y. LIMITATiONS ON DEFERRALS Section 5.01 Normal Limitation: Except as provided In Section 5.02, the maximum amount of Deferred Compensation for any Participant for any taxable year shall not exceed the lesser of $7,500.00 or 331, percent of the Participant's Includible Compensation for the taxable year. This imitation ' ordinarily be equivalent to the lesser of S7,500.00 or 25 percent of the Participant's Normal Compensation. Section 5.02 Catch -Up !.imitation; For each of the **three (3) taxable years of a Participant ending before his attainment of Normal Retirement Age, the maximum amour)tof Deterred Compensation shall be the lesser of: (1) $15,000 or (21 the sum of (i) the Normal Limitation for the taxable year, and (11) the Normal Limitation for each prior taxable year of the Participant commencing after 1978 less the amount of the Participant's Deferred Compensation for such prior taxable years. A prior taxable year shall be taken into account under the preceding sentence only if (1) the Participant was eligible to participate in the Plan for such year (or in any other eligible deferred compensation plan established under Sec- tion 457 of the Code which Is properly taken into account pursuant to regulations under section 457), and (ti) compensation (if any) deferred under the Ran (or such other plan) was subject to the delenral limita- tions set forth in Section 5.01. Section 5.03 Other Plans: The amount excludable from a Participant's gross income under this Plan or any other eligible deterred compensa- tion plan under section 457 of the Code shall not exceed $7,500.00 (or such greater amount allowed under Section 5.02 of the Plan), less any amount excluded from gross income under section 403(b), 402(a)(8), or 402(h)(1)(B) of the Code, or any amount with respect to which a deduction is allowable by reason of a contribution to an organization described In section 501(c)(18) of the Code. Articie K INVESTMENTS AND ACCO(lT SLUES Section 6.01 investment of Deferred Compensation: Al Investments of Participants' Deferred Compensation made by the Employer, including all property and rights purchased with such amounts and all income attributable thereto, shall be the sole property of the Employer and shall not be held in trust for Participants or as collateral security for the *Aliment of the Employer's obligations under the Plan. Such property shall be subject to the claims of general creditors of the Employer, and no Participant or Beneficiary shall have any vested Interest or secured or preferred position with respect to such property or have any claim against the Employer except as a general creditor. Section 6.02 Crediting of Accounts: The Participant's Account shall reflect the amount and value of the investments or other property obtained by the Employer through the investment of the Participant's Deferred Com- pensation. It is anticipated that the Employer's investments with respect to a Participant will conform to the investment preference specified in the Participant's Joinder Agreement, but nothing herein shall be con- strued to require the Employer to make any particular investment of a Participant's Deferred Compensation. Each Participant shall receive periodic reports, not less frequently than annually, showing the then - current value of his Account. Section 6.03 7iansfars: (a) Incoming Transfers: A transfer may be accepted from an eligible deferred compensation plan maintained by another employer and cred- ited to a Participant's Account under this Plan if (i) the Participant has separated from service with that employer and become an Employee of the Employer, and (ii) the other employer's plan provides that such transfer will be made. The Employer may require such documentation from the predecessor plan as it deems necessary to effectuate the transfer, to confirm that such plan is an eligible deferred compensation plan within the meaning of Section 457 of the Code, and to assure that transfers are provided for under such plan. The Employer may refuse to accept a transfer in the form of assets other than cash, unless the Employer and the Administrator agree to hold such other assets under the Plan. Any such transferred amount shall not be treated as a deferral subject to the limitations of Article V, except that, for purposes of applying the limitations of Sections 5.01 and 5.02, an amount deferred during any taxable year under the plan from which the transfer is accepted shall be treated as If it has been deferred under this Plan during such taxable year and compensation paid by the transferor employer shall be treated as if it had been paid by the Employer. (b) Outgoing Transfers: An amount may be transferred to an eligible deferred compensation plan maintained by another employer, and charged to a Participant's Account under this Plan, if (1) the Participant has separated from service with the Employer and become an employee of the other employer, (41) the other employer's plan provides that such transfer will be accepted, and (iii) the Participant and the employers have signed such agreements as are necessary to assure that the Employees liability to pay benefits to the Participant has been dis- charged and assumed by the other employer. The Employer may require such documentation from the other plan as it deems necessary to effectuate the transfer, to confirm that such plan is an eligible deferred compensation plan within the meaning of section 457 of the Code, and to assure that transfers are provided for under such plan. Such trans_ Oars shall be made only under such circumstances as are permitted under section 457 of the Code and the regulations thereunder. Section 6.04 Employer Liability: in no event shalt the Employees liability to pay benefits to a Participant under Article VI exceed the value of the amounts credited to the Participant's Account; the Employer shall not be liable for losses arising from depredation or shrinkage in the value of any investments acquired under this Plan. ArticieVIL BENERTS Section 7.01 Retirement Benefits and Election on Separation from Service: Except as otherwise provided kith* Article Vti, the distribution of a Participant's Account shall commence as of April 1 of the calendar year after the Plan Year of the Participant's Retirement, and the distribu- tbgof such Retirement benefits shall be made in accordance with one of the payment options described in Section 7.02. Notwithstanding the foregoing, the Participant may irrevocably elect within 60 days following Separation from Service to have the distribution of benefits commence on a fixed or determinable date other than that described in the preced- ing sentence which is at least 60 days after the date such election is delivered in writing to the Employer and forwarded to the Administrator, but not later than April 1 of the year following the year of the Participant's Retirement or attainment of age 70%, whichever is later. 2 Section 7.02 Payment Options: As provided In Sections 7.01, 7.04, and 7.05, a Participant or Beneficiary may elect to have the value of the Participant's Account distributed in accordance with one of the follow- ing payment options, provided that such option Is consistent with the Imitations set forth In Section 7.03: fa) Equal monthly, quarterly, semi - annual or annual payments in an amount chosen by the Participant, continuing until his Account is (b) One lump -sum payment: (c) Approximately equal monthly, quarterly, uei or annual payments, calculated to continue for a period certain chosen by the Participant fit) Annual Payments equal to the minimum disMbutions required under Section 401(e)(9) of the Code over the life expectancy of the Participant or over the life expectancies of the Participant and his Beneficiary. (e) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the Employer. (1) Any other payment option elected by the Participant and agreed to by the Employer and Administrator, provided that such option must provide for substantially nonincreasing payments for any period after the latest benefit commencement date under Section 7.01. A Participant's or Beneficiary's election of a payment option must be made at least 30 days before the payment of benefits is to commence. 11 a Participant or Beneficiary fails to make a timely election of a payment option, benefits shall be paid monthly under option (c) above for a period of the years. Section 7.03 Limitation on Options: No payment option may be selected by a Participant or Beneficiary under Sections 7.02, 7.04, or 7.05 unless I satisfies the requirements of Sections 401(a)(9) and 457(4)(2) of the Code, including that payments commencing before the death of the Participant shall satisfy the incidental death benefits requirement under section 457(d)(2)(B)(i)(1). Unless otherwise elected by the Participant, all determinations under Section 401(a)(9) shall be made without recai- wiatlon of bate expectancles. Section 7.04 Poet-retirement Death Smelts: (a) Should the Participant die after he has begun to receive benefits under a payment option, the remaining payments, if an under the payment option shalt be payable to the Participant's Beneficiary com- mencing within the 30 -day period commencing with the 61st day after the Participant's death, unless the Beneficiary elects payment under a different payment option that is available under Section 7.02 within 60 days of the Participant's death. Any different payment option elected by a Beneficiary under this section must provide for payments at a rate that is at least as rapid as under the payment option that was epptic abte to the Participant in no event shall the Employer or Administrator be liable to the Beneficiary for the amount of any payment made in the name of the Participant before the Administrator receives proof of death of the Participant (b) tt the designated Beneficiary does not continue to five for the remain- ing period of payments under the payment option, then the commuted value of any remaining payments under the payment option shall be paid in a hump sum to the estate d the Benefdary. ion the event that the Participant's estate is the Beneficiary, the commuted value of any remain- ing payments under the payment option shall be paid to the estate in a trump sum. Section 7.05 Pre- iethement Death Benefits: (a) Should the Participant die before he has begun to receive the benefits provided by Section 7.01, the value of the Participant's Account shall be payable to the Beneficiary commencing within the 30 -day period commencing on the 91st day after the Participant's death, unless the Beneficiary Irrevocably elects a different axed or determinable benefit commencement date within 90 days of the Participant's death. Such bereft commencement date shall be not tater than the later of (1) December 31 of the year following the year of the Participant's death, or (11) 11 the Beneficiary is the Participant's spouse, December 31 of the year in which the Participant would have attained age 7014. (b) Unless a Beneficiary elects a different payment option prior to the benefit commencement date, death benefits under this Section shall be paid in approximately equal annual installments over five years, or over such shorter period as may be necessary to assure that the amount of any annual Installment is not less than $3 ,500. A Beneficiary shall be treated as if he were a Participant for purposes of determining the payment options available under Section 7.02, provided, however, that the payment option chosen by the Beneficiary must preside for pay- ments to the Beneficiary over a period no longer than the life expec- tancy of the Beneficiary, end provided that such period may not exceed ffteen (15) years if the Beneficiary is not the Participant's spouse. (c) in the event that the Beneficiary dies before the payment of death benefits has commenced or been completed, the remaining value of the Participant's Account shall be paid to the estate of the Beneficiary in a kmcp sum. in the event that the Participant's estate is the Beneficiary, payment shall be made to the estate in a lump sum. Section? 06 Unforeseeable Emergencies: (a) in the event an unforeseeable emergency occurs, a Participant may apply to the Employer to receive that part of the value of his Account that is reasonably needed to satisfy the emergency need. 11 such an applica- tion is approved by the Employer, the Participant shall be paid only such amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the financial hardship may be relieved through cessation of deferral under the Plan. insurance or other reimbursement, or liquidation of other assets to the extent such liquidation would not itself cause severe financial hardship. (b) An unforeseeable emergency shall be deemed to involve only dr- cumstances of severe financial hardship to the Participant resulting from a sudden unexpected illness, accident. or disability of the Partici- pant or of a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casuatty, or other similar and extraordinary unforeseeable circumstances arising as a result of events beyond the control of the Participant The need to send a Participant's child to college or to purchase a new home shall not be considered unforeseeable emergencies. The determination as to whether such an unforeseeable emergency exists shall be based on the merits of each individual case. Section 7.07 WFatlonal Ruts for Pre -1989 Benefit Elections: In the event that, prior to January 1, 1989, a Participant or Beneficiary has com- menced receiving benefits under a payment option or has irrevocably elected a payment option or benefit commencement date, then that payment option or election shall remain in effect notwithstanding any other provision of this Ran. Article Ypl Section 8.011n Sena* Except as provided In Section 8.02, no Partici- pant or Beneficiary shall have any right to commute, sell, assign, pledge, tenser or otherwise convey or encumber the right b receive any Pigments hereunder, which payments and rights are expressly declared b be non-assignable and non - transferable. Section 8.02 Donesetic Relations Orden: (a) Allowance of Transfers: To the extent required under a final judg- ment, decree, or order (including approval of a property settlement agreement) made pursuant to a state domestic relations lark any portion of a Participant's Account may be paid or set aside for payment to a spouse, former spouse, or child of the Participant Where necessary lo carry out the terms of such an order, a separate Account shall be established with reaped to the spouse, former spouse, or child who shall be entitled b make investment selections with respect thereto in 8 Me same manner as the Participant; any anent co set aside for a spouse, former spouse, or child shall be paid out in a Lump sum at the earliest date that benefits may be paid to the Participant, unless the order directs a different time or form of payment. Nothing in this Section shall be construed to authorize any amount to be distributed under the Plan at a time or in a form that is not permitted under Section 457 of the Code. My payment made to a person other than the Participant pursu- ant to this Section shad be reduced by required income tax withholding; the fact that payment is made to a person other than the PartiCipard may not Prevent such payment from being audible in the gross income of the Participant for withholding and income lax reporting purposes. tpb) Release from abbility to Participant: The Employer's liability to pay benefits to a Participant shall be reduced to the extent that amounts have been paid or set aside for payment to a spouse, loaner spouse, or child pursuant to paragraph (a) of this Section. No such transfer shall be effectuated unless the Employer or Administrator has been provided with satisfactory evidence that the Employer and the Administrator are released from any further claim by the Participant with respect to such amounts-Me Participant shall be deemed to have released theEmpioyer and the Administrator from any claim with respect to such amounts, M any case in which A the Employer or Administrator has been sowed with legal processor otherwise joined in a proceeding relating to such Uansfer, (u) the Participant has been notified of the pendency of such proceeding in the manner prescribed by the law of the jurisdiction in which the proceeding is pending for service of process in such action or by mail from the Employer or Administrator to the Participant's last known mailing address, and (111) the Participant fails to obtain an order of the court in the proceeding relieving the Employer or Administrator from the obligation to comply with the judgment, decree, or order. %) Participation in Legal Proceedings: The Employer and Administrator shall not be obligated to defend against or set aside any judgment, decree, or order described in paragraph (a) or any legal order relating to the garnishment of a Participant's benefits, unless the full expense of such legal action is borne by the Participant. In the event that the Participant's action Mr inaction) nonetheless causes the Employer or Administrator to incur such expense, the amount of the expense maybe charged against the Participant's Account and thereby reduce the Employers obligation to pay benefits to the Participant In the course of any proceeding relating to divorce, separation, or child support, the Employer and Administrator shall be authorized to disclose information relating to the Participant's Account to the Participant's spouse, former spouse, or child (including the legal representatives of the spouse, former spouse, or child), or to a court. Article IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREENIENTS This Ptan serves in addition to any other retirement, pension, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employer% employees, end participation hereun- der shall not affect benefits receivable under any such plan or system. Nothing contained In this Plan shall be deemed to constitute an employ- ment contract or agreement between any Participant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. Article X AMENDMENT OR TERUli3AnoN OF PLAN The Employer may at any time amend this Plan provided that 11 transmits such amendment in writing to the Administrator at least 30 days prior to the effective date of the amendment. The consent of the Administrator shall not be required in order tor such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administrator hereunder if it disapproves of such amendment The Employer may at any time terminate this Plan. The Administrator may at any time propose an amendment to the Plan by an instrument M writing transmitted to the Employer at least 30 days before the effective date of the amendment Such amendment shall become effective unless, within such 30-day period, the Employer notifies the Administrator in writing that It disapproves such amend- ment, in which case such amendment shall not become effective. In the event of such disapproval, the Administrator shall be under no obliga- tion to continue acting as Administrator hereunder. It this Plan docu- ment constitutes an amendment and restatement of the Plan as previously adopted by the Employer, the amendments contained herein shall become effective on January 1,1889, and the terms of the preced- ing Plan document shall remain in effect through December 31,1988. Except as may be required to maintain the status of the Plan as an eligible deterred compensation plan under section 457 of the Code or to comply with other applicable laws, no amendment or termination of the Plan shall divest any Participant of any rights with respect to com- pensation deferred before the date of the amendment or termination. Article XL APPLICABLE LAW This Plan shall be construed under the taws of the state where the Employer is located and is established with the intent that it meet the requirements of an 'eligible deferred compensation plan" under Sec- tion 457 of the Code, as amended. The provisions of this Plan shall be interpreted wherever possible in conformity with the requirements of that section. Article XL GENDER AND NUMBER The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall include the plural, except where the context requires otherwise. 4 APPtwWA DECLARATION OF TRUST. OF . ICMA RETIREMENT TRUST 1. NAME AND DEFINtTiONS Section 1.1 Name: The Naas d the lust, a mended and awatted hereby is the ICMA Retirement lust. Section 1.2 Definitions: Wherever they are used herein, >M SclaMng Isms shalt take the teaming reaped* mewing (a) By -Laws. The By-laws referred to in Section 4.1 hered, as amended from Mme b time (b) Deferred Compensation Ran. A deterred compensation Plan established and mairtalned by a Public Employer ix the purpose of provkiir(' retire- ment a were end other deferred benefits to its employees in accordanoe with tee provisions d section 457 d the Wend Revenue Code d 1954, as amended. (0) Employee& Those employees who participate In Quaffed Pica. (d) Employer Must. A truest created pursuant to an agreement between RC and e Public Employer for the purpose of investing and administering the Muds Bet aside by such Employer in connection with ka Deferred Compere 'sstion mresments with ss employees or In core eceon with Jd Qualified Ran. (e) Guaranteed irNestrnent Contract. A contract ertered into by the Retire - merit Trust with insurance companies that provides for a guaranteed nets of return on irnestmenta made pursuant b such contract (f) ICMA. The international City Management Association. (g) ICMA/RC Trustees. Those Trustees elected by the Public Employers who, in accordance with the pro'reons d Section ai(a) hereof, an also mem- bers of the Board d Directors of ICMA or RC. (h) Investment Adviser The Investment Adviser tat sneers kilo a contract - . with the Retirement lust to provide advice with respect to inveetmere of V e lust Property. (ft The Portfofios of investments established by the tryestrrient Adviser to the Retirement lust, under the supervision of the lustsee, br the pug« of pnerkeng itwestments for t» lust Property. Public Employee lusleea Those been ees ceded by the Pubic Erndoyers 'e'ha in eC ordarha with the provisions of Seaton a1(a) hereof, are kill dime :•4 of Public Employers. • • - - . . • ' (k) Public Employer hates& Pubic Employers who ear a as trustees of • the Ouaffied Plans. A) Public Employer A unit of slate or beat or any agency or iretrurnentality thereof, that has adopted a Defend Compensation Man or a Quilted Plan and has weeated thin Oeclaratot of lust. (m) Quaffed Plan. A plan sponsored by a Public Employer for the Purpose d providing retirement income to its employees which satisfies the ' cation requirements at Section 401 at the. edema Revenue Coda es amended. (n) RC. The International Clan Mwegetrent Aucciation Rethernent Apo- (o) Retirement lust. The lust created by this Declaration of lust. (p) lust Prolefty. The amounts held in the Retirement Trust on NOW of the Public Employes In connection with Deferred Compensation Plans and on behalf of the Public Employer 'tutees for the sradusive benefit of Employees pursuant to Quali- fied Plans. The lust Property sham include any income resuf ing from the invest- ment of the amounts to held. (N lustees. The Public Employee lustees and ICMA/RC lustees elected by the Public Employers to serve as members of the Board of Trustees of the Retirement ARTICLE N. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP Of TRUST PROPERTY Section 2.1 Creation: The Retirement lust is created and estabfished by ' the execution d this Declaration d Suet by the Trustees and the Public . Section 2.2 Purpose: The purpose d the Retirement lust is to provide for the commingled investment of funds held by the Public Employers in comb- :: lion with their Deterred Compensation and Qualified Plano, The Trust Prop erty shall be knelled in the Portfolios, in Guaranteed Investment Contracts, and In other investments recommended by the investment Adviser under the supervision dthe Board d betas. No pert d the Must Property wi hutted in securities issued by Pubic Emp dyers. - • • Section 2.3 Ownership of Trust Property: The Trustees shall have legal title to the 'het Property. The Public Employers shall be the beneficial owners of the portion d the lust Property allocable to the Deferred Compensation Plans. The portion of the lust Property a locable to the Qualified Plans shall be Mid Son the Public Employer Trustees for the exclusive benefit of the EmPlefilfee ARTICLE 111. Section 3.1 Number and Quellfleartion of Trustees. (a) The Board of Trueses shed consist of ring Trustees. Five of the Trustees shalt be fu$4ins employees of a Public Employer (the Public Employee Trustees) who we authorized by such Public Employer to serve as Trustee. • ° 'ihe remaining four Trustees stud consist d two persons who, at the time of election tote Board of Trustees, are members of the Board of Directors of ICMA and two parsons who, at the tined election, are members of the Bard • d Directors d RC (the ICeMAIRC Trustees). One of the Trinkets who is a director of ICMA, and one of the Trustees who is a director of RC, shall, et the tens • • of election, be ksl.time employees d a Pubic Employer. (b) No person nay serve as a Tru tee for more than one term in any ten-year Section 2.2 Election and 'then. (a) Ehcept for the musses appointed to fm vacarcies pursuant to Section 35 hereof, the lustees shad be elected by a vote d a majority d the Public Employers in aocordenoe with the procedures sat forth in the By -laws. (b) Al the filet ejection of be elected kw a term of three years, three Trustees shalt be elected for a term of two years and three Trustees shall be awed for a term of ens yeas Al each subsequent election, three Trustees shalt be elected for a term of three years and antis his w her successor w elected and qualified. Section 9.3 Nominations: The Trumees who are fuletime employees of Pubic,..: _ Employers Mal serve as the Nominating Committee for the Public Employee , . The star choose fir Ptteic Employee, , ' •'h Trustees in accordance wets the procedures sot forth In the ElyLaws. Section 3.4 Resignation and Removal. (a) Any Trustee may resign as Trustee (without need for prior ex acibeequiert a accounting) by an knstnunerd in writing signed ty the liaise and delivered I; the other Tutees and such resignation stay be elective upon such deiveryy, or at a later date accouning to the terms of the instrument. Any of the Trustees may be removed for cause, by a ate of • majority or the Public Employers. a Each Pudic Employee lusts* shall resign his or her position as Trustee within sixty days d the dee on which he or Me ceases to be a full-tine employee of a Pubic Employer ;s Section 3.6 Vacancies: The term -of Office of *Ikea. 'Mai terminate and a vacancy shat coon in the went of the death, resignation, removal, adjure cried incompetence or other incapacity to perform the duties ce the dice of a Trustee kh the case or *vacancy, the remaining ng Imams shall appoint such person as they in their deraerion shall see k (subject to the lineations eat forth In this Section), to serve for the unexpired portion of the term of the Trustee who has resigned or c ienwiae ceased to be a Trustee. The appointment shall be made by a written instrument signed by a majority of the Trustees. The per- son appointed must be the same type of Trustee (a, Public Employee True Me or )CMAIRC Trustee) as the person who has ceased to be a Trustee An appointment d a Trustee may be made in anticipation d a vacancy b occur at a bier dee by reason d retirement or terpn actor, prCeidad that suoh_S del - mernt snag not become effective prior to such retirement or resignation. Where ever a vacancy in the number d Trustees she maw tali such vacancy is flied as provided in this Section 3.5, the Trustees in office regardless of their ember, shat have all the powers grunted to the Trustees and shall discharge t l the duties Impoeed upon the Trustees by this Declaration. A maim instru- ment certifying the screens of such vacancy signed by a majority of the Trustees salt be conclusive evidence or the wdetence of such vacancy 33 batten Serve in Representative Capaedty: ay a tea*ng ens Declaration, each Pubic Employer agrees that the Public Employee Trustees steeled try the Pubic Employers are authorized to act as agents and represen- iv POWERS OF TRUSTEES ' • Section 4.1 Genera! Pavane The Trustees- use shall have the power to conduct the business of the Trust aril b carry on is operations Such power see include!, but stall not be united tit the paver b: . (a) receive the Trust Property from the Pubic Empayees, Pubic Employer 'Masten or other Trustee of e y Employer Trust; . (b) enter into a contract with an inendment Adviser prancing, among ether Yaps, for the and operation d the Portbios, selection et the Guaranteed inesement Contracts in which the Trust Property may be ..selection clothes' inmemenls for the Tart Property and the payment d meson* file ices to the ewestment Adviser and fo any aubivresrnerd adviser retained by the Adviser; - (c) weer inrush the partormanoe ... , d Ye krrssment Ache" and approve the contract with such investment Adviser, c- . . •. c.;..:.. (d) boat and *meat the Trust Property in the P ortfoios, the Guaranteed kited Contracts wain any other investment recommended by the inresknent Advisee but not irciakie sautes by Pubis Employer& provided that if a Pubic Employer has directed that its monies be invested in apedtied Patiolios or in a Guaanteed Investment Contrail, the Trustees of the Rettreti end Trust slhat such matse in accordance wets such • • ; • eee - :... (e) leap such portion et the Test Property in cash or cash balsnceii as the from time b time may deem b be In the bast interest of the Retire- inert Trust crewel hereby, without lability tor interest Manson; • (Q accept and retain for such erne as they may deem advisable any ,s ties or other property received or acquired by thorn as Trustees Wounded tivhether or not such escuribee or other property would namely be purchased as investments hereunder; (g) cause any securities or other property held as part of the Trust Property to be registered in the awry of the Retirement Trust or in the came of a nomi- nee, nee and b hold any investments in bearer firm, but the books and records ' • i f .ed the Trustees shall at el tines Chow that all such investments area part of She That Property, (h) make sxacaule acvtoa4edge end deliver any and all documents of trans - ' 'or-appropriate ler and conveyance and any and all other instruments that may be necessary 11 .1 to carry out the powers herein granted; G tide upon any moot;, bonds, or other seances; give genera or model wades or powers of attorney with without power d • co exercise any n. vmsion .. or wdg , or other options, and make any fay manta incidental thereto; oppose, or consent to, or otherwise participate in, corporate reorganizations or other changes effecting corporate securitiee and delegate dhieeret onary powers, and pay any or charges in con- nection therewith; and generally a: excise vise any of the powers a an droner with ; teepee Y socks, bonds, secrities tX ottra property held as part d the l st �.�. 0 enter into contracts or arrangements for goods or aeryices required kn can • ' notion with the operation d the Retirement Trtwt, Inducing, but not limited to, contracts wets custodians and contraas fir the provision of administrative esrvioes; (k) borrow or raise many fir the purposes of the Retirement lust in such c: amours, and upon such terms and oonatio* as the Melees shall dean advis• - able, provided that the aggregate wowed such borrowings steal not exceed 30% d the wkue of the True Property. No pawn larking money to the Trustees . shall be bound to see the application of the money lard or to inquire into its valicsy, expediency or propriety d any such borrowing; . , (R incur reasonable expenses as required for the operation cif his sus rd deduct duct, exPefleee from >jths Tuat Property; .• (m) Pay °Verdes properly elocabls to fh a Trait Property inct, rred in connoc- e,, on with the Deferred Compensation Plans, flux eel PMarty, Cr the Employer Trusts end deduct such expends from that portion Of the l'u t Property to whom such expenses are properly alocable; (n ) pay out d the Trust Property ON real and Pensoryd property type bomb taxes and other taxes d any and all kinds which, In the opinion of the Tnetees. are properly lined, or amassed under eating or inure laws upon, or in respect d, the Trust Property and ekes* any Such lazes to the appropriate aoccurifre to) adopt. award end repeal the gy.Laws provided that such Bylaws are et as tires consistent with the tams ce this Declaration Of Trust; • (p) employ persons to make Iwaikable Mama In the Retirement Trust to employers eligible to maintain a Deterred Compensation Plan under Section : 457 or a Quailed Plan under Seaton 401 d the Marna Raysnkus Code, a S c'. -..; (q) issue the Annual Report of the Reariinent Ties, era the &eaten door - a agents and other literature used by the Retinwent True;.• u . (r) make loans, indexing the purchase of debt obligations, provided eat al e; esnots bans shat bear interest at the currant market rate; :ee r, w (e) contract be and delegate any powers granted hereunder t0.• such agents, employees auditors end attorneys as the Trustees may seiea, provided :• that the Trustees may not delegate Vie powers set forth in paragraphs (b), (c) and (o) of this Section 4.1 and may not delegate any Rewire it such delege- • lion would violate tea fiduciary duties; _: to Provide for MS i dewnfication of the *in) and 7nuetas0 4 Oho fitithowt Treat and ptrt haae rderdery interims; . :,.., see ewe eteseee aE �.• _ (u) maintain books and records, ceding federate Foote* kg saGh Pubic EmgleYee Pubic EmPlYer iufeee or Employe lug and ouch. adcitioral asp• ante accounts as ere required under, and consistent with, ire b red Carr pensation or Qualified Plan d each Pubic Employer; and ` " see M do alt ifruts acts take an such prgoaecin9s, and a all such ricerst ' and privileges, although not spedlcaly mortared heroin, as th,e may deem necessary w appropriate to administer the Trust Property and to carry " out the purposes of the Retirement lust. Section 4.2 Distribution of d e e Trull Prop sty shed be made to or on behalf d, the Pubic Employer or Public Employer in socordenee with the terns d the Deferred Compensation Plana, Welded Plaris or Employer Busts The Trustees d the Re iremernt Trust stead be key y pro eded in maidng payments in accordance with the directions d the Pubb Empbters, Pubic Empiou+er lustees or dive 'fusee d the Employer Trusts without arc ertaininp whether such payments are in compia oe with the provisions d the Deferred Compensation or Duelled Plana, or the agrewnents the Employer lush. flostion 4.2 Execution al Inst uraen to: The iustees may unerimouriy designate any one or more d the Trustees b execute any kustnn erd or docu- ment an behalf d all, Inducing but not united to the signing or endorsement d any deck and the signing d any applications, k suranoe and other con- tact& and the action d such designated Buses or bases shill he the time torus and enact as if taken by as the lus eea ARTICLE V. DUTY OF CARE AND UASfLiTY OF TRUSTEES Sectkan 5.1 Duty of Cant: in coercisinp the poised hereinbeiore panted b the Theses, the Trustees shall perform all acts within their authority for the wuduehe purpoee d proeicing benefits br the Pubic Employers in coma Ion with Deferred Conpeneetion Plere and Pubic Employer pursuant to Quaffed Placer, and shalt perform such acts with the care, etdi, prudence and diligence in the circumstances then preening that a prudent person act• kng in a ile capacity and familiar with such matters would use in the oorduol of an enterprise of a like character and with lifts alms. Sectlen 5.2 Liabiitty: The Trustees shall not be iabfe for any mistake d judg- ment or other action taken in good faith, and for any action taken or omitted b reliance in good faith upon the boob d a000urd or other records d the Retirement Trust, upon the opinion of counsel, or upon reports made to the Retirement lust by any d Its officers, employees or agents or by the krveet- meet Adviser or any adviser, a count nIs, appraisers or other experts or consultants selected with reasonable oars by the Trustees, officers es employees d the Retirement Trust. The Trustees•shai also not be liable for any loss sustained by the lust Property by reason d ary krveemerrt made in good lath and in accorded* with the Standard d care sal forth jn Section 51. Section e.3 Bond: No ludas Mel be obligated b give any bond or other security br the performance of any of his or her duties hereunder . ARTICLE VL ANNUAL REPORT TO SHAREHOLDERS The lunges shell annually submit to the Public Employers and Pubic Employer luetees a written report d the trartractiore of the Retirement That, inducing bran. dal staterneres which shall be certified by Indepsexient pubic accountants c ho awn by the luessa ARTICLE VB. DURXI1ON OR AMENDMENT OF RETIREMENT TRUST erection 7.1 Withdrawal: A Pubic Employer or Pubic Employer Trustee may, at any tkne, withdraw from this Retirement lust by delivering to the Board d lusting a written statement of withdrawal. In such statement, the Public Employer or Pubic Employer lustre ohs!! adencretedge that the Trust Prop - arty alocabte to the Pubic Employer is derived from compensation deferred by employees d such Pubic Employer pursuant to Its Deferred Compensa- tion Plan or from contributions to the accounts d Employees pursuant to a Qualified Plan, and shall designate the kbrndai institution to which such property shall be transferred by the lustees d the Retiremeon lust or by the luetee d the Employer lust. Section 7.2 Duration: The Retirement lust shall continue unit Reminded by the vole d e majority d the Pubic Employers. each casting one vote Upon. termination, M d the That Property shall be paid out b the Pubic Employers, Pubic Employer Trustees or the luetees d the Employee Trusts as appropriate. Section 7.3 Amendment: The Retirement Trust may be emended by the vole d a minority d the Pubic Employers, each siting one vote Section 7.4 Procedure: A resolution b terminate or amend the Retirement That or to remove a luelee ahei be eubmtted b a vote d the Pubic Employers 5: () a melody d the Trustees eo direct. an (e) a petition requesting a vote. signed by not lea than 25% d the Pubic Employers, le submitted to the Sualeea ARTICLE MUM. MISCELLANEOUS Section 8.1 Glomming Law: Except as otherwise required by date or lord few, this Declaration d lust and the Retirement Trust herby created shall be construed and regulated by the taws d the District of Cdumdie. Section 5.2 Counterparts: This Declaration may be executed by the Pubic Employers and Trustees in two or more counterparts, each of which shall be deemed an original but all d which together Mal oonetttt b one and the ants instrument.