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R-6760 \ ~ESOLUTION NUMBER 6760. (City Council Series) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING THE DEFERRED COMPENSATION PLAN WITH ICMA RETIREMENT CORPORATION WHEREAS, the City of Santa Monica maintains a def~rred compensation program which is administered by the leMA Retirement Corporation (the "Administrator"); and WHEREAS, the Administrator has recommended changes in the plan document to comply with recent federal legislation and Internal Revenue Service Regulations governing said plans; and WHEREAS, the Internal Revenue Service has issued a private letter ruling approving said plan ~cument as complying with Section 457 of the Internal Revenue Code; and WHEREAS, public employers have joined t~gether to establish the lCMA Retirement Trust for the purpose of representing the interests of participating employers with respect to the collective investment of funds held unoer their deferred compensation plans; and WHEREAS, said TJ::ust is -a salutary development which further advances the quality of administration for plans administered by the ICMA Retiremftnt Corporation, NCM, . THEREFORE, THE CITY COUNCIL OF . THE CITY OF SANTA MONICA DOES RESOLVE AS FOLLOWS: SECTION 1. The City Council approves and hereby adopts the amended deferred compensation plan, attached hereto and incorporated herein by reference, administered by the lCMA Retirement Corporation. SECTION 2. The City Council approves and hereby executes the leMA Retirement Trust, attached hereto and incorporated herein by reference. SECTION 3. The City Council approves and hereby adopts the lCMA Retirement Trust agreement as amended, attached hereto and incorporated herein by reference, and directs the ICMA Retirement Corporation to invest all funds held under the deferred compensation plan through the leMA Retirement Trust as soon as practicable. SECTION 4. The City Council authorizes that the Director of Personnel shall be the coordinator of this program and shall receive necessary reports and notices from ICMA Retirement Corporation, and shall cast, on behalf of the City of Santa Monica, any required votes under the program. SECTION 5. The City Clerk shall certify to the adoption of tAis Resolution and thenceforth and thereafter the same shall be in full force and effect. . Approved as to FOrm: . ~M:::T City Attorney . ICMA_tlrement Corporation Summary of Changes for Plans Administered by The ICMA Retirement Corporation Recent changes In federal regulaaons concermng pubhc deferred compensaaon plans m"i<.. 1t necessary for nearly all plans to be amended. Accordtngly. we are offenng a reVISion of the deferred compensation plan we admUI- ISler for your employees on your behalf. Also, we have taken tins opportunuy to make other desirable changes lD our adrrnn"lJ'auve arrangements winch we believe will further enhance the qualIty of our program by mcreasmg your ability to d.irectly llli1uence our actIVltIeS and pol1ctes. These changes are reflected 10 the three documents winch are enclosed. We ask that you obtam a resolunon of your govermng body adoptIng these documents. A suggested resolutIon IS enclosed for your convemence The docu- ments are as follows: A new deferred compensation plan document winch amends ..nlj restaleS the existing plan. TIns plan has been prepared lD I1gbt of new Internal Revenue Ser. Vice regulaaons. was submitted to the IRS, and has recexved. Its approval. The basiC plulosophy of plan deSign has been to provule a plan as liberal as me law and regulatIons will allow The exJStIDg plan provuies for amendment upon our proposal Wtth such amendment to become effecnve wIthIn 60 days unless you object In wrttmg. Accord. Ingly, you should regard tins as formal nouce of plan amendment. WIule govermng body acnon IS not re- qUired for plan amendments. we recommend that you formally adopt me new plan ID conjunctIon With the other docwnents. 2. A DeclaraIioa of Trust for tbe leMA Retirement Trust. TIus IS a new feature of our orr"'7Hhona! Stl'UCt1lIe. We currentl.y have a direct Renrement Trust relanonsJup wttb you WhiCh will contUIue. The new tnlSt establIShes a Board of Trustees to be selected by parnclpBtmg employees. thus gIvmg the employers u1llrnl!t" control over the management of the funds. Included m the trustees' respGDSlbwnes are oversight of our performance. appomrment of ~1Ir1lr.ors. and momconng of Investment goals and obJect1ves. The new trust arrangement has been submmed 10 the Secunnes and Exchange Cotnm1SSlon for Its review. As you may know, unlike the IRS. the SEe does not approve lraDSlICtIons but UIdicates whether or not It will take actIon agaln"t you If a tnmsacnon IS earned out. The SEC has given us a "no-acI1On" letter With 'Qpect to the Retirement Tmst's comphance With the regIStra- lion proVISions of the federal secunnes laws. The Retirement Trust has been created by a Founders C(lmmll:tee of persons represe!'r""ve of the partICipants m the RC program. They have detemuned. that the first elecnons shall be held m the early fall of 1983. preferably September We will need copies of your govermng body's resolutlon If you are to vote m the first election or tor any of your employees to be nommated as trustees. It IS expected. that all mvestments made on your behalf will be !le1d under the lCMA Rettremem Trust after It becomes effecnve. However. It 15 also expected. that. - unless an employer adopts the Declaratton of Trust, Its IDvestments will not be held thereunder followlOg a transluonal penod. Therefore. whIle fatlure to adopt the Declaranon of Trust will not dr.rectly affect your plan or have any Immediate effect on the investment of your funds. It IS reqwred for your full and connnu- 109 panlclpanon m the Retlrement Trust. 3 An amended verslOD or your existmg trust agree.- ment. The amendments are IDtended to clanfy tins agreemcm and conform It to the new plan document. These changes unprove and enhance me program The ~tfiliuon of tIle lCMA Rettrcment Trust IS done m the spmt of our long-standing obJl!Ctlve of servmg the best mterests of our partICIpants. In the event you feel a need for addi. tlonal IDformatton. please feel free to call our office toll- free at (800) 424-9249 As always. we are prepared to asSISt you. . . ("EMPLOYER") DEFERRED COMPENSATION PLAN I. INTRODUCTION The Employer hereby establishes Ihe Employers Oeferrea ComFlensllllon plan. hereinafter referred 10 as the Plan' The Plan consists of the provIsions sel forth ,n Ihls document The F1rlmary ourpose ot tnls Plan IS 10 provide rellremenllncome and other deferred benefits 10 Ihe Employees of Ihe Employer In accordance With 'he proVIsions of section 457 of the Internal Revenue Code of 1954 as amended ThIS Plan snail be an agreement solely Oetween tne EmFlloyer and participating EmFlloyees II. DEFINITIONS 2.01 Account The oooKkeeplng account maintained tor each Participant reflecting. the cumulative amount of the PartlclFlant's Oelerred Comoensation, Including any ,"come, gains. losses. or :ncreases or decreases In marKet value attributable to the Employer's Investment 01 the PartiCipant's Deferred Compensation. and further reflecting any Distribu- tions to the PartlcJPant or the Partlclpanfs BenefiCiary and any fees or 9xpenses charged against such PartiCipant's Oelerred Compensation 2.02 Adntlnlavalot: The person or persons named to carry out cartaln nondiscretionary admlnlstrativ<! lunctions under the Plan. as hereinafter deSCribed. The Employer mey remove any person as AdminIstrator uoon 60 days advance notice In w"tlng to such person. In whIch c_ the Employer shall name another person or persons to act as AdmInistrator The AdmInIstrator mey resign upon 60 days advance notice ,n writing to lhe Employer .n which 'ne case the EmployershaH .,ame anotner person or persons to act as Administrator 2.G3 S_IIC1ary: The person or persons deSIgnated by the PartiCIpant ,n n.s Jomder Agreement who shall receive any oeneflts paYable nereunder ,n :he event of the PartiCipant's death 2.04 DefwNd C~..tlon: The amount of Normal Compensa- tIon otherwise payable to the Parllc,pant which the ParticIPant and the Employer mutually agree 10 defer hereunder. any amount credlled to a Partlopant's Account by reaaon of a transfer under Section 6.03, or any other amount whicn the Employer agrees to credit to a Particlpanfs Account 2.G5 Employ..: Any IndIVIdual who prOVides servIces 'or the Employer, wh<!tt1er as an employee Of the Employer or as an ,ndependenl conlractor. and wllo has been designated by the Employer as eligible to partICIpate In tne Plan 2.118 InCludible Compenutlon: The amount of an EmplOyee s compensallon from the Employer lOr a taxable year tnal IS atlnbutable 10 services performed lor the Employer and that 's InCludible In the Employee's gross Income for the taxable year for federal Income tax purposes: such term does not Include any amount excludable from gross Income un~er Ihls Plan or any olher plan descnbed In sectIon 457Ib) 01 the Internal Revenue Code. any amount excludable from gross ,ncome under section 403(bl of the Internal Revenue Code. or any other amount excludable from gross Incpme for feeleral ,ncome tax F1urposes Includible CompensatIon snail be determmed Without regard 10 any community ;:>ropel'ty laws. 2.07 Joinder AgIlIItment: An agreement 9nt8t'ed ,nlO between an Employee and the Employer. ,ncludlng any amendments or modIfIcations tnereof Such agreement snail I,x Ihe amount of Deferrecl CompensatIOn. SpecIfy a preference among the Investment alternatIves deSIgnated by tne Employer. designate the Employee's BenefiCIary or BenefiCIaries. and Incorporate the terms. condItIOns. and orOVISlons of the Plan :,y reference. 2.0S Nom.." ComptHllIStion: The amount 01 compensation Which would oe payable '0 a Fartlclpant by the Em ployer 'or a 'axallle year II no JOinder Agreement were In effect'o deter compensation ...nder :hls Plan 2.0S Normal Relirement Age: Aglt 70. unless the PartlCmanl nas elected an al1ernate Normal Retlrem8flt Age by wnllen Instrument delivered to tne AdminIstrator pnor to Sacaratlon lrom Service A PartiCIPant'S Normal RetIrement Age determines (al the latest time when benotfils may commence under 'hiS '"an (unless the PartiCipant conllnues emoloy- ment after Normal Retirement Age). and(bl thepe"oddurlng whIch a PartiCIPant may utilize the catcn-up limitation of Section 502 hereunder Once a PartlclPllnt MaS to any extent ...liI,zad the catCh-up I,maatlon of SeclIon 502. n.s "<ormal Retiremenl Age may not be changed A PartICIpant's alternate Normal Retirement Age >nay not Oe earlier tnan 'he earliest date that the PartiCipant Will become eligible to r"ettre and rece,ve unreduced retIrement benefl!s unDer Ihe Emoloyer's baSIC retltement plan covering the PartiCipant and may not be later tnan the date the PartlClpant analns age 70 II a PartiCIpant conllnues em%yment after altlllnlng age TO. not haVing preVIOUSly elected an alternate Normal Retirement Age. the PartICipant's alternate Normal Retlfement Age shall nol be later th.n the mandatory retirement age. " any. establIShed by 'he Employer or one age at wnlch the PartiCipant actually separal1ls from service II the Employer has no mandatory rellrement age. It tne PartiCipant WIll not become eligible to receIVe beneflls under a oaslo retIrement plan maintaIned by the Employer, the PartlClpanfs allernate Normal Retirement Age may not be earlier than attlllnment of age 55 and m.y not be later than attainment ot age 70 2.10 PulIcipMt: Any EmFlloyee who has jOined the Plan pursuant to the reqUirements 01 Article IV 2. 11 Plan Year: The calendar year 2. 12 Retirement: The rlf!t date upon Wn"::.h 01 the tOllowlng s11all have occurred wIth respect to a loant SeparatIon tram Service and attainment of Norm ellrement Age 2.13 Separation from S<tMce: Severance ot the PartIcipant's employment 'Nlth :he =:mployer A PartIcipant shall oe deemed to have severed hiS employment wIth tne Employer for ;lurposes of thIS Plan when. .n Bl;coroance WIth 'he establ,s"ed practices of the Employer. tI", emoloyment relationship IS cons.dered to have actLlally terminated I n !he case of a Partlclllant who IS an mdependent contractor of the Employer SeparatIon from Service shall be deemed to have occurred wnen the PartiCIpant's CQntract Linder whlcn services are performed has completely expired and tsrmlnalea. 'here IS no foreseeaDle posslblilty 't'at the Employer WIll renew the contraCt or entar IntO a new COntract 'or the PartlClpent's servIces. and It.S not anticipated that the Pamclpant WIll become an Employee Of the Emeloyer Ill. AOMINISTl'lATlON 3,Ot Duties of Employer: The Emoloyer shall have the authOrity to make all dIscretionary decISIons affecting the rights or benefits of PartiCIpants which may be reqUired '" 'he admlOlstrallon of thiS Plan 3.02 Duties ot AdminIstrator. The AamlOlstrator. as agent for the Employer. shaH perform nondIscretIonary admlOlstratlve 'unctions 'n connection wllh the Plan. Includmg 'he maIntenance of Part,clpants' Accounts. the prOVISion of pel/oolc 'epans of tile status at each Account and the dlsbLlrsement of benefIts on behalf of the EmDloyer ,n accoraance 'NItti the prOVISions of thIS Plan IV. PARTICIPATION IN THE PLAN 4.01 Inillal PartlClllallon: An Employee may become a Participant by entermg IOtO a JOinder Agreement p"or to tI'1e beginning of -he calendar ..,on'n In wr>ICh the JOinder '\greement 's '0 become effectIve to oefer compensatIon nOI yet earned 4 02 Amendment of JOinder Agreement: A Partlcmant ."ay amend an execLlled Jo,nder Agreement to Change tne amount 0; compensation not yet earned whICh ,s to tle deferred i Including thEl reduction of such futurEl deferralS to zero) or to Change hiS 'nvestment prelerence {sulllect to sucn restrlc. :,ons as may rElSLll1 Irom me nature or 'erms of any ,"vestment made by tile Employer} Sucn amendment shall become effective as ::If the beglnnong of the calendar month commencing after me date the amendment IS executed A Partlcleant may at any time amend hiS Jomder Agreement to cnange 1I1e deSignated Seneflclal)' and sucn amenQ'T1enr st"Jall :ecome ~tfec.lve Immecuately v l.IMtTATIONS ON OEFERRAI.S 5.01 Normal !.Imitation: :;;xcept as orov;oed In SectIon 5 G2 ',e ..,axlmum amount -:)f Deferred Comoensauon for any Partlc:oant ~or anv taxacle year snail not .exceed (he lesser of 57.500 00 or 33 1/3 percent of t"e Participant's InclUdIble Compensation for the taxable yesr Th,s Ilmltallon Will ordlnanly be eqUJvalent to thEl leuer of $7 SOD 00 or 25 percent of the PartiCipant's Normal Compensallon 5.02 Catcll-up umllatlon: For each 01 the last tllree (3) taxaole years of a PartiCIpant endmg belore hiS attainment of Normal Retirement Age, 'he maximum amount of Deferrea Compensation shall be the lesser 01 [11 S15.oo0 or 12lthe sum Of (Ii tha Normall.lmllatlon for 'he taxallle year. an<l Ill) that pOnlon of 'ha Normal l.imltatrOn for each of the prior taxable years of the Particloant commencing after 1978 durrng whlcll thEl Plan was In Elxlstence ana tne PartICipant was eligible to partiCIpate In the Plan (or in any other plan estaDlIsilecl under sectIon 457 of the IntElrnal Revenue Code by an employer WIthin the same Slate as the Employer~ less the amount 01 Deferred Comoensallon lor eacn suCh :>"or taxable year IlnclualOg amounts deferred und&r such otner planl For.poses of 'hIS Section 502 a "artlclpant s Includ,ble ensatlon iorthecLlrrenttaxaoleyear shall be deemed'o luda any Deferred CompensatIon 'or :I'e taxable year In excess of 'he amount oermlUed Linder 'I'e Normall.imltatlon, and the Partlcloant"s InCludible Compen- sation lor any pnor 'ax able year shall be deemed to eXCluae any amount that coutd have Deen aeterrea unoerthe Normal Limltallon for sucn o"or taxable year 5.03 Seellon 403(b) AnnuIties: ;or purposes of SectIOns 5 01 ano 5 02. amounts contributed by the EmPloyer on behalf ::It a PartiCipant for the oLlrchase of an annuity contra<:t deSCribed on section J.03(bJ of the Internal Revenue Cooe snail oe :rested as .1 sucn amounts conslllutea Deferred Compensa- tIon under thiS P'an for tne taxable year ,n wnlcn 'he contribution was ",aae and shall thereby reduce rhe maximum amount that may be delElrrea for such taxable year VI. INVESTMENTS AND ACCOUNT VAl.UES 6.at In...un.nt of Oeferrec/ CompenndQn: All ,nvestments al PartICIpants' Deferred Compensation maae by the Employer. InclUding all property and rlg"ts pLlrchased With such amounts and all.ncome attributable thElreto. shall be the sole property of the Employer and shall not be held .n trust for PartiCIpants or as collateral secu"ty lor tne fulllllment of the Empioyer s oblIgatIOns under 'he Plan Such property shall be sublect to the claIms 01 general credItors ot 'he Employe, and no PartlclOant or BenefiCIary Shall ...ave any vesteCl -nteres! or see urea or preferred position Wltti respect to suCh prolJerty or have any Claim a98",sl the EmplOyer except as a general credItor 1l.02 Credlllng of Accounts: Th e Part' clpant' s Accou nt shall retlect the amount and value of the ,nvestments or other property obtained by 'he Employer through the ,"vestment of the Partlclpant's Deferred CompensatIon It IS antiCIpated t"at the Employer's ,nvestments WIth respect to a PartiCipant Will conform to It'e Investment oreference soeClfled 'n tne ::>artlclpant s ~c,"der "'greement out nothing hereon snail oe conStrued '0 reqUire lhe Emeloyer to make anv partlcuiar 'nvestment of a Partlclpanl's Deterred Compensation Each og.rtlclpant shall 'ecelve eerlOOIC raports. not ,ess freQuently than annLlally, shOWIng the then-current ,alue of hiS Account 1l.03 Acceptance of Transfen. "ursuant to an acprODrlate 'N"lIen agreement. the Emp'oyer may accept and crealt '0 a PartiCipant's Account ilmounts transferred from another emoloyer wlthon the same State representlOg amounts neld by SUCh other employer under an eligIble State ceferred ccmpeJ1sarlan plan descrIbed 'n sectrcn 45i -'Jt ~"e 1(I~er"'31 .Qeve"'ue Coc-e A.nv suet! rransferred amount si1aH '"'ot 08- ~(eatea as a :Jeferral SLJble-ct to -r.e iimltatrons of "\rt,c:e ''; p:fo'.Jlced ",:cwever -hat rne 9.c~ual 3:mo-unt 'Jf '3.nv :Je;erral under the clan from wt\lC" the transfer IS made sr.atl be taKen ;nto account in .:ompLitlng "t'!e catcn-u.D "rr.'[aqCfl ;"l;1Cer Section 5 02 1l.04 Employer l.illOiJlly: in no eventshal I the Employer s ilaolilly 10 ;lay oenel1ts to a PartICIpant under Article VI exceed the val ue of the amounts credIted to the Participant s Account. the Employer shall not be lIable ror .osses a"slOg 'rom depreCiatIon or shrinkage on tl'le valLie of any Investme'lts acqUired under thIS Plan VII BENEFITS 7 01 Retirement Benefils and Election on Separation Irom s.",jce: Except as otherwise provlded.n thiS Artlc'e VII 'he dlstnbutlon of a Partlclpanrs Account shall commence dunng the second calendar month after the close of the Plan Year of the Partlclpant's Retirement. and the dlstnbutlon of sucn Retirement !:lenellts shall be made In accoroance 'Noth one of 'ne oaymen! oetlons aescrrbea .n Sectlcn ;- 02 '1otwllhslanolng the foregOing. the "amclpant 'TOay Irrevo- 2 c. aOly elecl wIthin 60 cays followIng Slratlon from ServIce !a nave 'he Qlstnbut.on oj benehtsco nce on a dale other 'han 'hat deSCrIbed In the Drecedln "mence wmc:! '5 at ieast 60 days after 'he oate such electIon '5 dellverea ;n wrrnng to the Employer and 'orwarded to the AdminIstrator but not later 'han 60 oays alter the Close of the Plan Year at the Participant's Retirement 7 O~ Payment Opllons: As prOVided In Sections 7 01.705 and 7 06. a PartICipant may elect to 'lave the value 01 hiS ACCount dlstnbuted In accoroance wnh one at the follOWing oayment ootlons. prOVIded that such optIon,s ConsIstent ""'th 'he limitations set fort" In Section 7 03 (a) Equal monthly. quarterly, semI-annual or annual payments 'n an amount chosen by the PartICIpant conhnulng until "'S Account IS exhaustec. (bl One iumll sum payment (c~ Aoproxlmately equal monthly quarterlv, semI-annual or annual payments. calCUlated '0 continue lor a perloo certain chosen oy the ?artlcloant id I Payments equal to payments made by the Issuer of a retirement annuIty oohoy acquired by the Employer, lei Any other payment optIon elected by the Partlcloant and agreed to by the Emoloyer A PartiCIpant's election of a payment optIon must be made at least 30 days before Ihe payment ot benefIts ,s to commence If a PartiCIpant 'aIls to ma~e a timely election of a payment option. benefIts shall be palel montnly under optIon (C) above for a oenod of love years 7.03 umltatlon on Options: No payment opuon may !)e selected by Ihe Part,cloamunder Se<:lIon 702 unless Ihellresentvalue oj tile payments to 1I1e PartiCIpant, detemllneo as Of the date benefIts commence, exceecs 50 oercerl! at the value of l/1e f'arllc,oant's Account as ot Ine date benetlts commence. Present value determInations under thIS SeCllon Shall be ~ade oy ihe A(JmlnlSrrator n accordance 'N4tl'" ~ne exoectea re!LIr" multiples set lortn ,n sectIon 1 72-9 of :.'>e Feoeral lncome Tax Regulations .or any successor provls,on to sucn r..qulat,onsl 7.04 Post-r8lir_t Oeath 8enetits: ShOUld the Partlc:pant dIe after he has begun !o receIve benefits under a oayment option tne remainIng ::>aymenlS, If any, under the ~ayment ootlon snail oe payaDle '0 the PartiCipant's BenefiCiary commencIng WIthin 60 days atter the ADministrator receIves proof of the ?artIClpant's death, unless the BenefICIary elects ~ayment cinder a alfferent payment optIon at least 30 aays ;rlor PO ~Me date thar ~he fIrst payment ~ecomES payable to 'he Bene!lclary In no event shall the Emeloyer or AomllHs:rator be 'Iabte to the Benef'c:ary lor !he amount of any ;)ayment made In the r"ame of rl1e j:!"!rtlclpant oefore [!"Ie "dmlnlstrator receIves proof of death of the Pamcloant 'lOlwlthstan(lIng . he 'oregomg. payments '0 <I Senef,c:arv shail not extenD ever a peflod longer 'han II) I"e Benef,clarv s 'Ife expectancy ,f 'M Beneflc;ary 'S 'he Part,cloanfs soouse or (II) fIfteen : t5) years II the BenefiCiary 's not 'he Partlcloant's spouse If no BeneficIary's deSignated ,n the JOinder Agreement. or If the desIgnated BenefICIary does not survIve the PartICIpant for a peflod of fifteen (15) days then the commuted value of any remalrl,ng payments undet the payment option shalt be oald on a lump sum to the estate of .he PartiCipant If 'he deSIgnated BenefICiary survives the PartICIpant lor a penod of hlt"n (15) aays. out does not contonue 10 live 'or the remalnlrlg peffod of oayments under the payment ootlon (as modIfied. ,f necessary. 'n conlormllY With lhethlrd sentence of tnls sectIon). then Ine commuted value of any remaIning payments under the payment option Shalt be pSld Irl a lump sum to the estate of the Benefrclary 705 Pre-r8l1.ement Death Benefits: Should the PartICIpant die belore he n8$ begun to 'ec8lve :ne benefIts prOVIdeD by sectlons~. 1 or 7 06 a death oene'lt equal to the value or '''e Partlclpa 'ccount 3hall be ~ayaole '0 the Beneflc,ary commenc, no later Ihan 60 days alterrhe closeollhe Plan Year In WhICh the PartiCipant "NOUld "ave all..nea Normal Retrrement Age Sucn oeath aeneflt snail ae paid in a iumo sum unless the Benef,clary elects a different oayment oot.on "",Ihln 90 days 01 the PartiCIpant's oeatn A Beneflc'ary -..ro may ele<:t a payment option pursuant to the prOVISIons 01 'M oreced.ng sentence shall be treated as of he were a Participant for puroOSElS at cetermlnmg :ne payment options availaole cinder Section 7 02. orovlded, ,~owever. that the oayment option chosen oy the Benefrclary must orovlde for oayments to the BenefiCIary over a penOd '10 ionger than '''e .,fe expectancy of the BenefiCIary If tl'le BenefICIary ,s me Partlcloant's spouse ana must prOVIde lor peyments over a periOd not.n excess of 'Ifteen 1151 years If the Benellclary IS not tne Partlcloant's spouse 7.06 Disabolily: In the event a Part,c,eant becomesdlsaDled before 're commencement :)f qetlremenl oenetlts under Section 7 01 the PartICIpant may elPCt to commence oenellts unaer one of the payment options c:esCrlbeO 'n SeCtlOll 702 on Ire last day of fhe month 'allOWing a oetermlnatlon of disabIlity by the EmplOyer The ?artlclpant's request for sue" determinatIon mustoe mada WIthin a reasonable time atter Ihe 'moarrrnent whIch constItutes Ihe dIsability occurs A PartiCipant shall te conSidered disabled 'or purposes at thiS Plan " he ,s un3Cle to engage In any subStannal gall1ful activity oy reason of any medically oetermlnaDle phYSical or mental ,moarrmeni which can be expected to reSult In death or be at 'ong-contlnued and indefInite duratlon ,he dlS3Clllty of any PartICipant shalt be cetermlned in accordance WIth uniform prinCIples consIstently applIed and upon tne basIS of such ~Ical eVIdence as the Employer Deems necessary and deSirable 107 Unto,esaeable EmergencIes: In tne event an unloreseeaole emergency occurs. a "artlclDant may aollly :0 the Employer '0 receive 'hat part of the value of hIS account ''lat '3 reascnabl'I "'eeaea .-') sat1sfv ."'e e.."ergef'"cv "'eea If Sl..C'" ar -300llcatlcn '5 appro~'aa bv ~"'1e Emcloyer :he ':'artlc:cafl't: s~all :J8 oal(j onlv 5UC- arT'OU(;~ as :he E-notoyer jeerr.s necessary ~o 'Tleet rhe emer;enc"I need but oayrnent s.Mall ~ot t:e ;-nad.a ~o tre Bxtent :~at -he hnanc:a. "'la(~Sl'H~ may be reilevea 'hrougn cessatIon of aeferr31 "nder '''e plan ,nsurarce or other reimbursement ~r ;'qu,datlcn of ~ther assets '0 'he extent such ',quldatlon would not ,tse,f cause sEl'tere t,nanc.ai nardshlo An ""foreseeable emergencv shall oe oeemeo '0 tnvolve onlv circumstances 01 severe finanCIal hardSl1lD to 'he Partlcloant reSUltIng from a sudden and unexpected Idroess or aCCident of the Partlcloant Or 01 a dependent ias .:etlneO,n sac:jcn i52(al of ,he internal rlevenue Code~ .:It the oar'lc:pant :css or -he Parlfcu:ant S property jue.o casualtv or other slmuar and .extraOrolnary unrores.eeat;)le ClrC;...m- stances ansLng as a reSUlt Of eVi!n~s ~e-yor:c t~e ~OI"!rOI Of"t"s Part-cloant T-e need '0 send a ?artlClpant s c.,"d to college or ~o ~urchase .a "ieW "'orne snaIl ""lot oe .:onSlcerec -.intoreseeable erflergenCies ~.,& determll"latlon as ~o 'Nne:ther sucn an :.In'or'eseesole emerge/'"!cy -9XIStS si:all :e baSed on !t1e ments of eaCh InOlvldual case VIII. NON-ASSIG/IIA8tllTY No PartiCiPant or BenefiCiary Shall have any "gntto commute sell assign ~Iedge transfer or otherwIse convey or encumberthe t'gm 10 receive any payments '>ereunder WhiCh payments ana rrgnts are exoressly 1eClared '0 oe non-asslgnaDle and "on- transferatle IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS ThIS Plan serves In addllJon to any otner retrrement. pension or benefit olan or system presently ,n eXistence or ~erefllafter establlsned 'or rhe benefIt 01 tne c;mplOver s employees ana oartlCJllatlon hereunoer snail 'lot affect Denetots receIvable etncer any ~~cn plan or svstem ,",Olhlflg contal.&t this plan shall oe cleemed to consutute an emcloyment .ract or agreement oetween any Partlcloant and the conplOyer or '0 give any Participant the right '0 oe retalned.1l the emplov of the cmoloyer Nor shall anything herein be construed to moally :08 terms at any emPloyment contract or agreement between a PartiCIPant and tne conployer X. AMENDMENT OR TERMINATION OF PlAN The Employer may at any lime amend thiS Plan provleed that It transmits suCh amendment In wfltlng to the AdmInistrator at least 30 clays pnor to the effective date olthe amendment The consent Of the Admlnlstrafor shall not oe reqUired ," order tor such amendment to oecome elfectlve. but the Administrator shall be unCler '10 obllgallon to continue actlngasAdmtnlstrator hereunder If ,t cllsapprOV9S .pf suct'! amendment The Employer 'nay at any :,me terminate tn,s Plan The Admlnlstrater may at any 'Ime propose an amendment to the Plan by an Instrument In writing transmitted to the Employer at least 30 days before the elfectlve date of tne amendment Such amendment shall oecome effectIve unless. WIthin such 30-aal' period. 'he Emp" ,'Olllles 'he Administrator 'n wntlng thai or clsapproves suc-'9Odment In NlllCh ~e suCl'l amBncment snail not become effectIVe In the event of such C1lsapproval the AamlnlSlrlltor shall be under no obllgallon 'a continue acting as ....emlnlstrlltor >1ereunder_ No amendment or 'ermlnallon of the !>tan shall divest anv Partlclpanl of any rIghts wllh respe<;1 to compensallon aeferred oefore the date of 'he amendment or termmslJon Xl. APPLICABU, LAW ThIS Plan shall be construed under "'e laws 01 Ule state where the Employer IS localed and IS established with 'ne Inlent :hat .t meet the reQuirements of an "ellglble Slate deferred compensatIon plan" under section 457 ot Ine Inlernal Revenue Code at 1954. as amended The provIsions of IhlS Plan snail be IIlterpreted wherever oosslble In conformIty WIth the reQUirements of that sectIon XII. GEJIIOER AND NUMBER rhe masculine oronoun whenever used nerem. shall Include the femInine pronoun. and the sm9ular Shalllllcludethe plural except where the cont911t reqUireS otherwIse 4 . #""u...r--..........,''^ 1;1 . DECLARATION OF TRUST of leMA RETIREMENT TRUST ARTlCLE 1. Na~ and C.,lnlllons SECTION 1 1 Name The Name of the Trust created herebv IS the jCMA Retirement Trust SECTION 1 2 Definitions. Wherever they are USed herein, the follOWing terms shaU have the follOWing respective meanings (a) By-Laws The By-Laws referred to In Section 4 1 hel'9Of. as amended from lime 10 tIme Ib} Deferred Compansatlon Plan A deferred compensation plan astabj,shed and maIntaIned by a Public Employerforthepurpose of prOVIding reurementlncome and other deferred benefIts to ,ts employees ,n accordance WIth the prOVISions of sectIon 457 of the Internal P,e~enue Code 01 1954 a5 amended ic) Guaranteed Investment Contract A contract entered rnto oy the Retirement Trust WIth msurance companies that prOVIdes for a guaranteed rate of return on Investments made pursuant :0 such contract (dl leMA The International City Management Asaoclat,on ie) ICMA/RC Trustees. Those Trustees elected by the Public ErT'ployers who ,n accordance 'Nlth 'he prOVISIons of Section J 1 (a) ;,ereal are alSO members 01 the Board of OlfectOrS of IGMA or 8C ,f) investment AdViser The Investment AdVIser that enters ,ntoa contract WIth the Retlf9ment Trust to prOVIde aavlc9 WIth r9spect to Investment of the Trust Propeny (9l Employer Trust A trust created pursuant to an agreement between RC and a Pubhc Employer 'or the purpose aflnvestmg and admmlsterlng the funds set aSIde by SUCh employer .n connection WIth .ts deferred comDensatlon agreements Wllh ,is employees {h) PortfOliOS The Portfohos of mvestments establtshed oy the Investment Adv,ser to the Retlfement Trust. under t"e superviSIon of me Trustees. for the purpose at prOViding mvestmems tor the Trust P'operty i'\ Public Employee Trustees Those Trustees elected by the PUDIIC Employers wno. In accordance WIth 'he proVISIons at Section 3 1/a) hereof are full-lime employees of PublIC Empioyers (J) PublIC Employer At Unit of state or local government. or any agencY or Instrumentality thereof. :hal has adopted a Deferred Compensation Plan and has executed tillS Declaration ot Trust (k) RC The Internat,onal City Management ASSOCiation Retirement Corporation (I) qetlrement Trust The Trust created by thlli Declaration at Trust (m) Trust Properly The amounts hefd I n the Retirement Trust on behalf oflhe Public Employers The Trust Property shall InClude any oncome resullmg from the Investment of the amounts so held (nl Trustees T11e Public Employee Trustees and ICMA/RC Trustees eleCted by the PubliC Employers to sElf\le as members ot the Board of Trustees ot !he RetIrement Trust ARTIC~ II. Creation and PurpOM 0/ the Trust: OwnilfSlllp of Trust Property SECTION 2 1 Creation "h9 8etlremenf Trust .s created and established by the eltlKlutlOn 01 Ih.s DeclaratIon of Trust by Ihe ,rust_ and the participating Public Employers SECTION 22. Purpose The purpose of lhe Rellrement Trust .s to prOVide for the commingled ,nvestment of fundS held by the PublIC Employers In connectIon WIth 'helf Deferred Compensation Plans The Trust Propeny shall be 'nvested ,n the Portfohos In Guaranteed Investment Contracts and In other ,nvestments recommended by 'he Investment AdViser under the superviSIon of the Board of Trustees SECTION 23 Ownership of Trust ClroOeny The Trustees snaill'lave iegal IIl1e to the Trust Property The PUbliC Employers Shall be Ihe ben 9flClal owners of the Trust Property ARTlCLE Ill. Truat_ SECTION 3 1 NumDer ano QualIfIcatIon of TrUSTees ia) The Soard of ,ruSt98S shall conslst at none Trustees Five of "he TruSte9s snail oe fUll-r'm9 emolovees of a PubliC EmPlover tr:e P:.Joilc c;:rrOloyee irusteesJ ',v-he are au~,",Ort~-eo QV sue." P"OI'C Employe< '0 seNe as .rust~ TI-e r9malrlng four T r'-'stees Shal~ COI"SISt Of two oe"sons who. at :he 'Ime ct eJeC!lo:n to +'1e 20ard of Trustees, are memcers Of roe Soard <Jf O:rectors of I CMA and two cereons who. at the lime of electIon are mem tiers of the Soard of !)lr!!ctors of "IC Ithe ICMAiRC Trustees) One of the Trustees whO 's a Olrector of leMA and one of the Trustees who IS a c;rector ()f RC Shall, at the lime at eiectJOn tie full-lime employees of a PublIC Employer Ibi No person "'lav seNe as a Trustee for more Ihan one 'erm '" any ten-year pertod SECTION 32 ElectIon ano Term .: a) Except for tna Trustees apoomtec to flllvacanclas oursua.nt :0 Section 3 5 hereof 'he Trustees shall be electea by a vote of a 'Tlalonty of the Clublic Employers ;n accordance 'Nlth the procedures $8t ~orth In tt-:=e By"Laws ,bj At the first efectlon of Trustees "hree Trustees shall be elect&d for a tarm of three years three Trustees snail be electeD for a term of two yearS and U'tree Trustees shall be elected for a term of one year. At 9acn subse<:luent election. three Trustees shall be elected for a term of three years and until hiS Or her successor's elect&d and quallflea SECTION ;; 3 NOmtnat,ons The Trustees who are fulHlme employees Of PublIC Employers shaH serve as the Nomlftattng Committee tor the PubliC Employee Trustees Tl1e NominatIng Committee shall Choose canolC:!ates for PubliC Employee Trustees ,n accordance With the procedures set 'orth In 'he Sy-Laws SECTION;; 4 ReSignation and Removal \a) Any ,'ustee may reSIgn as Trustee (w'thout neeo lor prtor or subsequent accounting) by an Instrument In wflllng SIgned by the Trustee and dehvered :0 the other Trustees and SUcn resignation shall be elfectlve upon SuCh delivery or at a later date accordlft9 '0 'OW 'erms ot the 'nSUument ..ny O.Trustees 'llay be removed for cause. oy a vote of a . Ity of 'he PubliC Emoloyers iOJ Each PuClllC Employ" Trustee shall resign hiS or her Pos.l,on as Trustee wllh,n sixty days 01 the date on WhiCh heorshe ceases to oe a full-time emploYee 01 a PUbliC Emllloyer SECTION 3 5 Vacancies The term of olflce of a Trustee snail terminate and a vacancy shall occur In the event of rne :leatn. 'eslgnatlon. remOVal. adjudicated ,"competence or other IncapaCity to perform the duties ot the office Of a Trustee In the case of a vacancy 'he rema'"'"g Trustees shall appoint SUCh person as they In IhlW Clscrallon Shall S" fit (Suolect to the limitations set'ortl1 In thiS SectIon). '0 serve 'or the unexpired 1J0rtlon of lheterm of the Trustee who has reSigned or otherwise ceased to oe a Trustee The appointment Shail be maae by a whtten ,nstrumenl signed by a marorlty of the Trustees The person appothted mUllt oe the same type of Trustee (I a "ubllc ::mployee Trustee or iCMAIRC Trusteel as the lJerson wno has ceased to oe a Trustee. An apPointment 01 a Trustee may be maae '" anllclpallon of a vacancy to occur at a iater date by resson of retirement or resignation, prOVided that such appointment shall not become effective prlorto such retirement or resignation Whenever a vacancy m the number of Trustees shall occur untlt such vacancy IS filled as prOVIded 'n thiS Section 3 5. tne Trustees In olflca, regardless oftne.r numtler. shall have all the powers granteo to the Trustees and sMiI diSCharge all the duties ImposEO' uoon the Trustees by tn,ll Declaration A written Instrument cemfYlng tne eXistence 01 suCh vacancy Signed by a majority of tne TruStees snail be conclUSive eVIdence 01 tne eXistence 01 such vacancy SECTrON 3 6 Trustees Serve In Representallve Capacity By executlhg tn,s Declaration. each Puellc Employer agrees that the PUblic Emoloyee Trustees elEK:ted by the Pubftc Employers are authorlZfld to act as agents ana represenrarIVes ot the Puellc Emp/oyers coil8Ctlvely ARTIC~ IV. Pow," of TrlI8t_ SECTrON 4 1 General Powers Tne Trust"s Shall have the power to :o"d!Jct 'he ous'''ess ol'he Trust ana to carry on .ts ooerat,ons Such power Snail -nclude, Qut snal! not be HmlteO '0, 'he 1J0wer '0 la) 'ece,vethe T.ust Property from the PUbliC Employers or from a Tr"sree 01 any Employer Trust. (b) enter Into a contract w'th an Investment AdViser prOViding, among other tnlngs. for tne estabt,snmel1t and operatJOn Of the PortfOliOS, selection 01 the Guaranteed Investment Contracts In which the Trust Property may be Invested, selection 01 other ,nvestments for ".e Trust Property and the paymenl ot reasonable 'ees to the Investment AdViser and to any su o-Investment adViser re!a,"ea by the Investment AdViser: IC) review annually Ine performance of Ihe Investment AdViser and approve annually Ine contract w.th sucn InV8SUl"enl AdViser ial nvest ana reinvest the Trust oroperty 'n the Portfolios 'he Guaranteed Investment Contracts ana ;n anv other ,"vestment 'eccmmendert oy 'he Investment AdViser, orovlded that If a "ubllc Employer has directed that ,ts momes be Invesled '" speCified PamollOs or In a Guaranteed Inveslment Contract, t/'le Trustees of tile Retlremenl Trust shall Invest sucn momes in accordance w.tn such directions, (el "eep such portlon of t/'le TruSt Property In cas/'l or cas/'l bal ances as the Trustees. from time to time, may deem to be In the b88t Inlerest of the- Retirement Trust created hereOy. Without lIaD/hty lor ,nterest 'hereon. If) accept and retain for such lime as tney may deem adVisable any secuntles or otner property rece.ved or aCQuired by them as Trustees hereunaer, whet/'ler Or not SUCh SSCuflt'es or orller ;lroperty would normally oe purchased as Investments here- un der (g) cause any secuntles or otner property hefd as part of tlte Trust Property 10 oe registered .n the name of the Remement Trust or In the name of a nomlhee. and to hOld any Investmantll In bearer 'orm but me boOks and recordS of tne Trustees shall at all 'rmes Show .ne such ,"veSlments are a oan of ~he -:Orust ?roperty. !h) ...ake. execute aCknowleoge. and deliver any ana all documents 01 transler and conveyance and any and ail other ,nstrument3 that may be necessary or appropriate to carry outtne powers herein granted. 'I) vole upon any stOCk. bondS. or other secUrities. 9,.e general or speOlal oroxles or powers of attorney With or wlthoul power of Suostltutlon. exercise any conversion privileges subscrlotlon rIghts, or other opllons, and make any payments ;ncldenta, 'hereto appose. or consent :0. or otherwise partlclcate m corporala reorganlzallons or olher changes affecting corporate secuntles. and delegate dIscretionary powers and pay any assessments or charges," connection therewith. and generally ~xerclse any of the powers af an owner With respect to stockS, oonas. secUrities ::Ir otner propeny l'lefd as pan 01 the Trust Property. :0 enter Into comracrs or arrangements lor gooas or servIces 'sqUired In connection With the operation of 'he Retirement Tru5t. Including, but not limited to. contraO!s With custOdianS and contracts for the prOVISion Of admlhlstratlve services. (k) borrow or raise mone.,. for the purpose of the Retirement Trust In suclt amount. and upon such terms and conditions. as the Trustees shell deem advlsabte, IJrovlded '''at :he aggregale amount 01 such oorroW'"95 shall not eXCeed 30'll! of the value 01 the Trust Property No person lending money to the Trustees Shall De bound to see the application of the money lent or to Inquire Into ,ts vallo,!'f, expediency or prOPriety of any SUCh oorrowlng. !I) Incur reasonable expenses as required forthe Ollerallon ofthe Retirement Trust and deduct such expensas from the Trust Property, :mJ pay expenses properly allocable to the Trust Property ,"curred In connection wltn the Oeferrert Compensation Plans or 'he Employer TrustS and dertuCl sucn expenses from tIlat port,on ")t me .rus.t ?rocerty aaneoclaHy .)wneo by r!-e P"JCfIC Emplo/er '0 whom such ~"panses are properly aliocIJDle I'll cay out of the Tn...st r>ropeny all real ana personal orooeny taxes. ,"come 'axes and ather taxes 01 any and all Kinds wn,Co". ,n the opmlon 01 'he Trustees. are properly 'eVied. ::lr aSS8$sea under eXlstm9 or future laws uoon, or In respect of. the Trust P'operty and allocate any such taxes to the appropnate accounts. (0) adOpt. amend and repealthe By-Laws. ;lrovldea tharsuch By- i.aws are at all times consistent With the terms 01 thiS Declaration of T'usl. (pI emoloy persons to make ava"able Inte'ests.n tl1e Retirement Trust '0 employers eligible to malntam a delerreo camper-salton plan under s.ectlon 45i 01 t!"le Internal Aevenl,Je Cvce as amended, 'Q) Issue the Annual Report of the Remement Trusr. anQ Ine disclosure documents and other Ii'erature useo oy 'he Renreme-nt Trust. lr) make loans. ,"Cludlng the purChase 01 cebt obligations. IJrovldfld that all such loans shall bear Interest at the current 'TIarket rare: (s) contract for. and delegate any powers granted hereundllr to. such offICers. agents, employees, auditors and attorneys as the Trustees may select. proVided t/'lat the Trustees may not dejegare the oowers set fOrth In paragraphs (bj, {cl and (oj at thiS Section 4 1 and may not delegate any powers If such delegation would Violate Ih8lr fidUCiary duties. It) prOVIde torthlllndemnlllcatlon of the otflcers and Trustees 01 the Retirement Trust and purchase fidUCIary InS\,lfance. (ul malnta,n books and fIlcords, rncluding separate accounts for each Public Employer or Employer Trust and such additIonal separate aocountll as are required under. and consIstent With. the Delerred CcmpensalJon Plan of eacn PublIC Employer; and 2 (V] dO aH such acts. lake all such proceedings, and exerCise all such "'9htS. and prIvileges, althougn .pec'flcaIlY mentioned "..rein. as 'he TrusteeS may deem n ry or aporopnate :0 acmln,sterrhe T"ust Prope"y and to ca ullhe purposes of the Retirement Trust SECTION 42 D,stnbutlon of Trust Prope"y Dlstrrbutlons of the Trust Propery shall be made to or on behalf of -he PUOIIC Employer ,n accoroance WIth the :erms of 'he Deferred Compensat.on Plans or EmPloyer Trusts The Trustees of rhe Petlrement Trust shall oe fUlly protectea In maJung payments ,n accordance With the alrectlons of the PUOIIC Emcloyers or 'he Trustees of the Emoloyer Trusts without aSC8"alOln9 whether such payments are 10 compllanca With the prOVISIons of Ihe Deterred Compensation "'Ians or the agreements creating 'he EmPloyer Trusts SECTION 4 3 Execution 01 Instruments The Trustees may unaOlmously designate any oneor more of the Trustees to exec.ute any 'nstrument or document on behalf of aEl, Incluolng but not limited to the sign 109 or enaorsement of any check and the signing 0' any applications. 'nsuranCe and other contracts, and the action of such ceslgnated Trustee or Trustees shall have the same torce and effect as It taken by all the Trustees ARTICLE V, Duty 01 Care Incll.lablllty 01 Trtd'-- SECTION 5 1 DUlY Of Care In exercIsing th& POW&rs herelnbelore granted to the Trustees, 'he Trusteee shall perform all acts Within their authOrity tor the excluSive purpose ot orovldmg benefits for the PubliC Emp'oyers and shaH perfOrm sucn acts WIth the care, Skill, prudence and diligence I n the Circumstances then prevailing that a orudent person actIng ,n a like capacIty and familiar with such mailers WOUld US& ,n the conduct of an enterprise ot a like character ana With l,ke alms SECTION 5 2 t.lablMy The Trustees shall not oe liable for any miStake of ludgment or other aCllon taken In good faith. and for any aotlon taken or ommed In 'ellance In 9001:1 '"lIlh uoon the books 01 accounl or Other racords 01 the Retirement Trust. upon the OPln.on 01 counsel. or upon repo"s made '0 the Retlremem T"ust 0'1' any of .ts olflcet'S. employees or agents or 0'1' the Investment AdVIser or any sub- ;;'1vesrme'lt a.dvlser. accountants. apcralsars or other axcerts or consultants selected w1th reascnsoie care by the Trustees. orflcers or employees of rhe "etlrement Trust 7he TrusteeS Snail alSO not be liable tor any lOSS sustam80 by the T"ust property by reason of any ,nveslment made In good fallh and In accordance With 'he standard of care set 'o"h 'n Section 5 , SECTION 53 30nd No Trustee shall !:Ie obligated to glV& any bond or other secunty IIIIl.he oerformance of any of hiS or ner duties 1ereunder .. ARTICLE VI. Annual Report \0 Share!loi4eB The Trustees shall annually suom't to the "uohc Emoloyers a wrlt:en report of the 'ransactlons ot the Aetrrement Trust -nCJudlng finanCIal statements whlcn shall be cert.ired ::>y 'naecenaent ouollc accountants chosen OY .he Trustees ARTICLE VII. Duration or Amenelm"t 01 Retirement Trust SECTION 71 Withdrawal A PClOIIC E."ployer may, atany lime w.th- draw from [hIS Rellrement Trust by dellverlOg 10 the Boara 01 Trustees a statement to that effect The wltharaw.n g Public Emoloyer s beneflc,al ,nt&restln the Retirement Trust shall be paid out to the PuOllo Employer or [0 the Trustee of 'he Employer Trust as approproate SECTION 72. Duratron The Retirement Trust snail continue unui 'ermlnated by rhe vole oi a malOrlty of the Puollc EmPloyers eacn casting one vote Upon termination all of the Trust Property shall be paid out 10 the PuOhc Employers ortM Trustees 01 the EmPloyer Trusts as appropriate SECTION 7 J Amendment The Reuremenl "!"rust may oe amenc::ed by the vole at a majority 01 'he PuohC Emoloyers. 911chcastmg one vote SECTION 74 Procedure A reSOlution to tefmlnate or amena the Retirement Trust or to 'emove a T"ustee shall be submitted tu a vote oi the PuohC Employers If ,al a majorIty of the Trustees so alrect or 'bl a oetltlon r&Questlng a vote. s.gnea oy not less than 25% of the Puellc Employers 's subm.tted '0 the Trustees ARTICLE VIII, M"~llen_ SECTION a' Governing law E.<cept as otherwise reqUire(! by stale or local law, tn.s Oeclaratlon of ;rust ana the Retirement Trust I'\ereey ~reated shall be conSTrued ana regulatea::>y 'he laws Of the OlStrrcT ,~f C~lumb!a SEC7'CN 32 Cour.teroar"s -h,s SeClarat:on'T"ay be execuleo 0" ..,e Public E.rn PlOY ers ana '7'rUSlees in rwonr ".,crecounrerparrs c-acn cf Wf'1Ch snaIl be oeemea an original but all or wnlch together snail constitute one ana the same ,nstrument :I . . TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORAT10N AGREEMENT ,"ade Cy and between the Emoloyer named In the attacned resolution and trle International C;ty Management AssoCrallon l'Iellrement Corporation (heremafter lhe 'Trustee" or 'Retirement Corporation ) a nonprofit corporation organIZed and existing under the caws 01 'he State 01 Delawa.... forthe purpose of Inveslmgand otherwise aamlnlslerlng 'he 'unds set asIde Oy Employers rn connection WIth aetelred compensation plans eslaOllshed unaer section 457 01 the Internal Revenue Code 011954 (the Code') ThiS Agr98ment snail take ellect uoon acceptance by the Trustee ot Its apPointment by the Employer to serve as Trustee In accordance herewith u sel torth In the attached resolution WHEREAS. the EmplOyer has establiShed adelerred compensation plan under section 457 01 the Code (the 'Plan"). WHEREAS. In order that tnere w,lI be suffiCient lunds available to Qlscnarge Ihe Employer'S contractual oOlrgations under the Plan. the Employer desires to set ulde oerlodlcally amounts equal to Ine emount 01 compensatIon deterred WHEREAS. tne lunds set aSide. togettlerwlln any and all assets derived from the Investment thereol are to be eXClUSively Within the dominion. control. <md ownersn,p 01 the Employer. and subJect to the Employer's absolute flghl 01 wltndrawal. no employees haVing any Interesl w natsoev-er tnereln. \lOW. THEREFORE. tnlS Agreement witnesseth that la) the Emoloyer -Nil, :iay ""'On1eS to ~r=e Trustee '0 ae placea ''j ceferr~d cOfTlpen-satIQf1 acC~un;:s for ~he t:r.'Icloyer : Ot me Trustee c.:::;venants =r.al it WliI 'lOld ::jail::: sums. and any other func:s whrc.'1 I( may "eC8lve hereunaer n trust &cr .he uses ard puriJoses and i.Joan >-he terms and conditions ~erelnatter stated and ic: the ,iJ-artles hereto agree as foUows ARTICU; I. G.n....1 Outi.. 01111. P.rtl... &!clJon 1 1 General DUly ot 'he Employer T"e Employer shall make regular oerlodrc payments equal to the amounts 01 ItS employees comoensatlon whIch ara oelerred In accordance Wllh !he terms and conCltlons 0/ . he Plan 10 Ihe extenttha!Such amounts are to be Invested under lhe Trust Section 1 2. General DUlles 01 the TruSlee The Trustee Shall hold aU :~ros 'ecelvea oy It hereunder whlcn 'ogetMr "",tn 'he .ncome '~ere/rom sr-all CO"'S!llule the Trust Funos It snail aamlnlster 'he Trust =unas coHee: :r,e Income thereof ana make paymer.ts therefrOIl1. all as "Ierelna/tar prOVided The Trustee shall also nold all 'rust Funds whlcn are rraf1sterrea to It as successor "":"'rustee by Ihe Employer fromex1stlr:g ce/errea compensallon arrangements With Its Employees under plans oescribea:n sec:,on ;157 of ~he Coce Sucn Trust FundS snall besuoJect '0 all of 'he terms and orovlSlons of thiS Agreement ARTICLE II. Pow., and Dull.. of 1M TRI.... In In....tment. Acfminislnlllan, and Olsllursament of the Trust F...~. Section 2 1 Investment Powers and DUhes at lha Trustee. The Trustee snail have the power to Invast and reinvest the prtn~lpal and ,"come of the Trust Funds and keep the Trust Funds Invested, wtlhout distinction between pnnclpal and Income, In secuntles or ,n other properly. real or personal. wherever situated. IncludlOq. but not lImited to. stocks. common or preferred. bondS. retirement annuity and Insurance pOh~les, mortgages, and other eVidences of IOdabtednllSS or ownership, Investment companies. common or group trust lunda. or separate and dlfferenttypes 01 fundS (inCluding eQUity. fixed Incomel ....h,,:11 fuiflll reQuirements of state and local governmental iaws, prOVIded. "owever. that tne Employer 'nay dllect Investment I)y the Trustee among avallaDle Investment alternatIves In suCh proportions as the Employer autl'lOllzes In connection With ItS de/erred compensation agreements With ItS empld'yeeS "or these purposes. these Trust Funds may oe commingled WIth Trust FundS set aSide by ottler Employers pursuant to tne terms 01 the leMA Aetllement Trust Investment powers veSled In the Trustee by the Section may oe delegated Oy the ,rustee to any bank, Iflsurance or trust company. or any Investment adVisor, manager or agenl selected by It Se~tlon 2 2 AdministratIve Powers of the Truslee The Trustee shall nave the power In Its discretion ia) To purchase. or subscnbe lor. any securIlles or other property and to retam the same In trust (b) To sell, excl1ange, convey, transle' or otherwise dispose 01 any secUrities or other property held by ,t by private contract. or at publiC auction No person dealing w,tn the Trustee shall be bound to see the appliCation oltne purChase money or to ,nQUlre ,nto the validity, expediency. or propriety 01 any such sale or other dispOSition IC) To vote upon any stocks bones. or other SecUrities to give general or soec.ai proxies or powers of attorney 'Nllh or WIthout ~ower of substitutIon, to exercrse any converSIon Pf'vlieges SUOSCrlOilOn qg"~s ,:Ir ather :;:cnon-5 ana.o iTIai<e any payments 'nc'dental '''Ierelc '0 oppose or '0 cor'sent '0. or ot~erwlse oarl1clpate In corporate reorganiZatIOns or other Changes alleetmg corporale secUritieS, ana to delegate dlscretronary powers, and to pay any assessments or charges In connecllon ttlerewlth. and generaily to exerCise any of the oowers of an owner With respect to stocks. oancs. secUrities or other proper'y oeld as Part Of the Trust Funds (:i I To cause- any secuntle5 or other property helel as part of the Trust Funds to be registered in Its own name, and to I'old any Investments In bearer lorm but the bOOks and records ::It the Trustee shall at all times ShaW that all suc"! 'nvestments are a part of the Trust -undS ie' To borrow or ra~se money Tor the olJrposeotthe t(Ust I.., swcn 9.moul'll and :Joon sucn terr""sandco"'~I+lo,.,s 3.S tt"ie T..ustee snall aeem adYlsab~e and for any 3um 30 oorrOWed. to Issue Its oromlssory nOleas 7rustee. and 10 seeure ,herepaymenttnereo/ ov oleaglOg all or any Dart 01 the Trust Funds No oerson lenclng rt"'oney to the Trustee snail oe bound to see ?he applicatIOn at the money lent or to InQuire Into ,ts vaholty exoedlency or proprIety of any such borrOWing (f) To keep such pOl'llon 01 the Trust Funds In cash or cnn bal ances as the Trustee. Irom time to time. may deem to be ,n the best Interest 01 the Trust created hereby, Without liability for Interest thereon (g) To accept and reta," for SUCh time as It may deem aelvlsable any Securities or other property received or aCQuired oy It as Trustee hereunder, whether .,r not sucl1 secUrities or other property would normally be purcnased as ,"vestment hereunder (h) To make. execute. acknowledge and dehver any and aU documents 01 transfer ana conveyance and any and aU other Instruments that may be necessary or appropriate to carry out tne ;lOW&rll herem granted , . . :,1 ";"0 settle comprom'!e. or suomlt rllltrallon a"y Claims cellts or .oamages Que or {::"""'9 to or 'rom the TrUSI FunDs ~o commence or delend SUIIS or 'agel or aam'n1stranve croceeDlngs. anO '0 represent tile Trust ~"nos .n aH SUitS anO 'egal ana aam,nlSlralive croceedmgs 'Il To 00 all suen aCls, ;ake all such croceeaingS.a"aexerc,se all such 'Ights and onvileges. althougn not specifically menlloned Mereln as- the '!'rustee may deem necessary :0 admlntSler Ihe Trust FundS and to carry Oul the ourposes at 'hiS Tr':lst SectIon 23 DlstrlbullOns from the TruSI "unds ,he Employer .,ereby allpOlnts the Trustea all Its agent for the purpose 01 making dlstnbutlons from !he Trusl Funds In 'hiS regard the terms and conDitIons set forth 'n the Plan are to gUIde and contrOl the -rrustee S oower Section 24 Valuation 01 -rrUSI ;:und$. M laasl onca a vear as of ValuatIon Dales deslgnaled by the Truslee. tha Truslee shall delermme 'he valueotthe Trust Funds Assets oftM Trust Funds snail be valued at thltlr market value5 at the clolle 01 bus,neliS on the Valuation Date. or. In tile atlsellce 01 readily ascertainable matket values as the Truslee shall Oetermme. In accordance WIth methODs conSlstllntly followed and ullllormly applied ARTICLS III. For Protectton of Trust... Section 3 1 EVldlllce 01 Act'Oll by Employer The Trustee may rely UPOll any certlllcate. ~otlce or dlrectloll purportlllg 10 nave Deen Signed on Oehall of :l1e Employer wll'Cll the Trusle~ beileves 10 have been Slglled by a dUlY aeslgnateD ottlclal at me Employer No comm un'C3l1on shail be blndlllg upon any 01 the Trusl Funds or Trustee untllthoy are receIved by the TruSlee SectIon 3 2. Aavlce 01 Counsel The Trustee may cOllsuit wltll any 'egal eoullsel wllll 'espect 10 the constructloll 01 thIS Agreement. 'IS duties hereullder or a"v act. wlllell .t proposes to laKe or om,!. alld sllall not be l.aOle tor a"y actIon taken or omitted In gooo fa'lh pursuant to such adVice __ _ . Sec:;on 3 3' M IsCerlalleOus The ";">USle8 shall tJse 0";1 nary care and reasonallle d'I";;enCe. OUI snail "otoe liaOie for sny mistake at Judgment Dr other action rakell ,n good lalth The Trustee shail not be ;iable for anv loss sustaineD Dy 'he Trust "unds by reasons ot any ,nvestment mada In good la.th and In aCcordance w,li'l 'ne ~rovlslons of thIS ~9reement. The Trustees dutIes and 00l'g8110llS shalt be IIm,tea to those e~pressly Imposed upon It OV lhlS Agreement. ARTtClS IV. Talle.. EllpenMS and Cllftlpensatlon of Trualft, SectIon 4 1 Taxes The Trustae shall deduct: from ana Charge agamst 'Ile Trust Funds any taxes on the Trust Funds or the ,ncome thereot or whlch me Trustee IS reQUlreo '0 pay wlttl resll8Ct to the interesl 01 any person Ihereln SectIon 42 l;;;penses T'\e Trustee shail aecuet frem and cnarge aga'nsttne Trust Funds all reasonaDle expenses Incurred by the Trustee ,n the admmlStratton 01 the Trust Funes. 'ncludlng Counsel. agepcy investment adVISOry. and other necessary fees A.RTlCl..E'V 58tU_t of Accounts, T!'Ie TruSIM snail keep accurate ana detallea aecounlS of all "westmenlS recelots. QISllursemenrs. ana other tra"sacllons nereunae. Within ninety (901 days aller the close of each fiscal year. the Trustee shall render .n duphcate to ltoe EmptOy"," an account ot ,ts act'! and transactions as nustee hereunder If MY part of Iha Trust-Fu"d shall be Invested tllrough Ille me<:lIum 01 any common. collectlvear commmgled Trust FuI'ldS. tile laSt atlnusl report of sucn- Trust Funas shaH be SUbmitted w,th atla mcorporated In the accoulll If w,tll," nlnaty (90) days afte<' the mailing of the account or any- amended accoulltttle Employer has nOlllled wltll the Trustee notlca of any ODJectlOll to a"y act or transaCllon 01 the Trustee. the accounl or amended aceOUIlt shall become an account statea If any oblectlon has Deen II led. a"d ,Ithe Employer 'S satisfIed that It shOUld Ile wltlldrawn or .1 the aceoulll IS adrusted to the Employer's satlsfactloll. Ihe EmplOyer shall In wflt'"g hied wllh the Trustee Slgll'ly approval 01 the account and II shaH oecome an accoullt slaled Wher'! an account_ames an accaunt stateo. such accounl shall be lll'ally settled. and 'he "'rtJstee 5nall ~e comoletely dischargeD and 'eleased as If such account nad been settled and allowed by a judgmenr or aecree of a court ot comoelent Iunsd,et.on '" an aCtion or proceedIng In wlllcn -he Trustee and 'he Employer were oart/es The Trustee shall nave 'he r'gl1t 'a aOply at any "me \0 a court of compelellt JUrlSalCtlOn for 'he IU' 'clal seUlemont 01 ,ts accoull! ARTICLE VI. Resignation and RemoyaI ot Tnnt... SectIon 6 1 ReSlgnat.on of Truslee The Truslee may res'gll al allV 'Ime by filing 'Nllh tl'e Emoloyer liS written reSIgnation Such reslgllauon sllall rake~ect s,;;ty '601 crays lrom the date ot such II ling anO UpOll allllOmtment 01 a successor oursuant to Secllon 63. whlcneyer shall first occur Section 6.2 Remova. 01 Trustee The Emoloyer may remove 'ne Trustee at any time by dehverong to the Trustee a written notice 01 ItS removal and an apPointment 01 a succeliSor pursualll to Section 63- Such removal shall not 'ake oltect pro or 10 SIXty (60) eays from sucll delivery unless the Trustee agrees to !lI'I eariler eHeetlve dato Section 6 3 A PIlo,"tment ot SuccllSllor Truslee The appOIntment 01 a successor to the Trustee shail take effect upon the dollvery to the Trustae 01 (al an :nstrUmenl ,n wrrtmg executed Ily the Employer apPOinting such successor. ane exoneratillg such successor trom ',aOlllly for the acts and omISSIons of Its predecessor. and (bl an acceptance In wntong. executed by such successor All of tile prOVISions set forttl hereIn wllh respect to the Trustee shall relate 10 each succeliSor w'lll Ihe same lorce alld effect as ,I slJch successor had been Originally namea as '!'rusle& l1eretlllder if a successor IS ,'01 appOlnlea wftll SIxty (60f days aller 'ne Trustee gives nOllce 01 Its reslgllalJOfl pursuanl to Section 5 1 . the Trustee may apply t{) any cou~ 01 comoetent 'unsd,cllon for allgOmtmellt of a successor - SectIon s.. i'ransfer of FundS to Successor UOOll the reslgll9tlon or 'emovel of tile 'rustea ano apoo,"tment of a successor and aiter :ne 'In81 accoun! of 'he Truslee has oeen properly sel1led 'ha Trustee snail ;ransler and :jellver any 01 'he Trust Funds ,"volvoo to such successor ARTICLE VII. Ouratlon and Re.ocatlon of Trust Agreement, SectIon 7 1. Ouratlon and Revocation ThIS Trust snail continue for SUCll time as may 09 roecassa/y to accompltsh Ihe purpose lor which 'I was created bWY"may be terminated or revoked at allY ',me bv the E'11oioyer as It relates to any and/or all r!!jilted part-clpatlng Emplovees Wntl8ll notIce of SUCIl termooatlon or revocallon snail be given '0 tile Trustee oy the Eml1loyer WllOll lerm<natlon or revocation 01 the" 'ust. all 01 the assets thereol shaH return to aile revert :0 :he Em p ,eyer TermlnatlOft 01 thiS irust shall not. however. relteve the Employer olthe EmPloyer's contmUlng oOllgallon to pay delerreo compellsatlOll to S",ployees ;n acccrcance with <'1e 'arms of the Plan Section 7 2. Amendment The Emoloyer snail have tl1e rig hi to ameno tillS Agreement.n wnole and tn part Ilul only w<ln t!'eo Trustee S "'fIltell consent A.ny sucn alT'endmenl shall become eltectlve uoon lal delivery 'a tne Trustee of a written Instrument 01 amen<::menl and '01 'he enoorsement by rne Truslee.on.suon ,"strumont ot .ts COil sent tllereto ARTICU Vllt. Miacallaneoua.. ~ - Sect 1011 a T Laws 01 the District of""ColumblS to Govern ThiS Agreement alld the Trust hereby created shall be COllSlrued and ragulated by the-laws of the 'Distnct 01 Columbia. Section 82 SucctlSllCr Employers The 'Employer" shalllncfudeany persoll wno succeeds the Empioyer and who thereoy becomes subject :0 the obllgatlolls oltJ'te Employer under the Plan Section 8 3 Withdrawals The Emoloyer may. at any 'Ime. and from time to time. WithdraW a portlOll or all ot Trust Funds crealed lly tnls Agreement Section 8.4 Gender and Number The masculllle InclUdes the lam,rnlle "'d t".sln9ular '"cludeS ltIeplut31 ulllesa Ihe colltext requires another meaning. 2 " e . OF October ADOPTED AND APPROVED THIS , 1 983 . 11th DAY ~~6 MAYOR NO. 6760 I HErtE6Y CERTIFY THAT THE FOREGOING RESOLUTION .WAS DULY ADOPTED BY THE CITY COUNCIL OF THE CITY OF SANTA MONICA ~T A MEETING THEREOF HELD ON , 1985 BY THE FOLLOWING COUNCIL VOTE: October 11 AYES: NOES: ABSENT: ABSTAIN: CQUNCllMEMBER$: Epsteln, Jennings, Reed, Zane and Mayor Edwards COUNCILMEMBERS: none COUNCILMEMBERS: Conn and Press COUNCILMEMBERS: none ATTEST: ~0~ CITY CLERK