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HomeMy WebLinkAboutR-1010-11-90RESOLUTION NO. 1010-11-90(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ADOPTING A DEFERRED COMPENSATION PLAN. WHEREAS, the City of Allen has employees rendering valuable services; and, WHEREAS, the establishment of a deferred compensation plan for such employees serves the interests of the City of Allen 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 Council has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirement Corporation serves the above objectives; and, WHEREAS, the City Council desires that the investment of funds held under its 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 of funds held under their deferred compensation plans and money purchase retirement plans; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS THAT: SECTION 1: The City Council hereby adopts the deferred compensation plan attached hereto as Appendix A and the Trust Agreement with the ICMA Retirement Corporation (Appendix C) and appoints the ICMA Retirement Corporation to serve as Administrator thereunder. SECTION 2: The City Council hereby executes the Declaration of Trust of the ICMA Retirement Trust, attached hereto as Appendix B. SECTION 3: The City Manager or designee shall be the coordinator for this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust, and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust, and shall cast, on behalf of the City of Allen, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. ft DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 15TH DAY OF NOVEMBER, 1990. APPROVED: Vv 6---Qla AE lfe, MAYOR PjtO TEM ATTEST: Jitft Mo on, CITY SECRETARY Resolution No. 1010-11-90(R) Page No. 2 ICMA RETIREMENT CORPORATION Corporate Headquarters 777 North Capitol Street, NE Washington DC 20002-4240 (202) 962-4600 To. -Free (800) 669-7400 Notice of Plan Acceptance City Manager City of Allen One Butler Circle Allen, TX 75002 Effective Date: December 12 . 1990 Account Number: 3424 We have received your resolution naming the ICMA Retirement Corporation (RC) as your deferred compensation administrator. Your participation is effective on the above date. As a member of the ICMA Retirement Trust, you are eligible to vote for Trustees. Elections are held annually in April. Ballots will be sent to your official plan coordinator. Please note your employer account number above. Each employee who enrolls in the plan will receive an individual account number prefixed by this number. If you have any questions, please call us toll-free at (800) 669-7400. For the ICMA Retirement Corporation:..y ' � e.." Title: Date ICNIA-RC Services, Inc. Corporate Secretary December 12. 1990 Member NASD and SIPC, is a wholly owned broker-dealer subsidiary of the ICMA Retirement Corporation EXHIBIT 2C: DEFERRED COMPENSATION PLAN DOCUMENT DEFERRED COMPENSATION PLAN DOCUMENT ARTICLE I. INTRODUCTION The Employer hereoy establishes the Employer's Deferred Compensation Plan, hereinafter referred to as the 'Plan.* The Plan consists of the provisions set forth in this document The primary purpose of this Plan is to provide rebrament income and other deferred benefits to the Employees of the Employer in accordance with the provisionsof Section 457 of the Internal Revenue Code of 1986, as amended (the'Codej. This Plan shall be an agreement solely between the Employer and participating Employees. ARTICLE II. DEFINITIONS Section 2.01 Account: The bookkeeping account maintained for each Participant reflecting the cu- mulative amount of the Participant's Deferred Com- pensation, including any income, gains, losses, or increases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensation, and further reflecting any distributions to the Participant or the Parbcipant'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 nondiscretionary ad- ministrative functions under the Plan, as hereinafter described. The Employer may remove any person as Adrrunistrator 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 in writing to the Employer, in which case the Employer shall name another person or persons to act as Administrator. Section 2.03 Beneficiary: The person or persons desig- nated by the Participant in has Joinder Agreement who shall receive any benefits payable hereunder in the event o f 7+e Participant's death. In the event that the Participant names two or more Beneficiaries, each Benefic,ary shall be entitled to equal shares of the benefits payable at the Participant's death, un- less otherwise provided in the Participant's Joinder Agreement If no beneficiary is designated in the Joinder Agreement if the Designated Beneficiary predeceases the Parocipant, or if the designated Beneficiary does not survive the Participant for a pend of fifteen (15) days, then the estate of the Participant shall be the Beneficiary. Section 2.04 Deferred Compensation: The amount of Normal Compensation otherwise payable to the Participant which the Parocipant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account by reason of a transfer under section 6.03, or any other amount which the Employeragrees to credit to a Participanrs Account. Section 2.05 Employee: Any individual who provides services for the Employer, whether as an employee of the Employer or as an independent contractor, 06/91 and who has been designated by the Employer as eligible to participate in the Plan. Section 2.06 Includible Compensation: The arnount of an Employee's compensation from the Employerfor a taxable year that is attributable to services per- formed for the Employer and that Is includible in the Employee's gross income for Ce taxable year for federal Income tax purposes; such term does not include any amount excludable from gross income under this Plan or any other plan described in Section 457(b) of the Code or any other amount excludable from gross income for federal income tut purposes. Includable Compensation shall be deter- mined without regard to any community property laws. Section 2.07 Joinder Agreement: An agreement an. tared into between an Employee and the Employer, including any amendments or modifications Cwreof. Such agreement shall fix the amount of Deferred Compensation, specify a preference among the investment alternatives designated by the Employer, designate the Employee's Beneficiary or Baneficia- ries, and incorporate the terms, conditions, and provisions of the Plan by reference. Section 2.08 Normal Compensation: The amount of compensation which would be payable to a Partici- pant by the Employer for a taxable year if no Joinder Agreement were in effect to defer companaation under this Plan. Section 2.09 Normal Retirement Age: Age 70-1/l, un- less the Participant has elected an alternate Normal Retirement Age by written instrument delivered to the Administrator prior to Separation from Service. A Parbopant's Normal Retirement Age determines the period during which a Participant may utilize the catch-up limitation of Section 5.02 hereunder. Once a Participant has to any extent utilized the catch-up limitation of Sectton 5.02, hisRwr Normal Retire- ment age may not be changed. A Participant's alternate Normal Retirarnent Age may not be earlier than the earliest date that the Participant rill become eligible b retire and receive unreduced rabrament benefits under the Employers basic retirement plan covering the Participant and may riot be later than the date the ParCcipant will attain age 70-12. If a Participant continues employ- ment after attaining age 70-1/2, not having previ- ously elected an alternate Normal Rebrement Age, Me Participant's alternate Normal Retirement Age shall not be later than the mandatory retiramerrt age, if any, established by the Employer, or the age at which the Participant actually separates from ser- vice if the Employer has no mandatory retirement age. If the Participant will not become eligible to receive benefits under a basic retirement plan maintained by the Employer, ft Participant"s alter- nate Normal Retirement Age may not be earlier than age 55 and may not be later than age 70-12. Section 2.10 Participant: Any Employeewho hasjoined the Plan pursuant to the requva ri nts of Article IV. 2CA EXHIBIT 2C (continued) Section 2.11 Plan Year: The calendar year. Section 2.12 Retirement: The first date upon which both of the following shall have occurred with respect to a participant: Separation from Service and attain- ment of age 65. Section 2.13 Separation from Service: Severance of the Participant's employment with the Employer which constitutes a'seperation from servicewithin the nearing of Section 402(s)(4)(A)(iii) of CheCode. In general, a Participant shall be deemed to have severed his employment with the Employer for pur- poses of this Plan when, in accordance with the established practices of the Employer, the employ- ment relationship is considered to have actually tanni ated. In the ase of a Participant who is an independent contractor of the Employer, Separation from Service shall be deemed to have occurred when the Participant's contract under which ser- vices are performed has completely expired and temxnated, there is no foreseeable possibility that the Employer will renew the contract or enter into a new contract for the Participant's services, and it is not anticipated that the Participant will become an Employee of the Employer. ARTICLE III. ADMINISTRATION Section 3.01 Duties of Employer. The Employer shall have the authority to make all discretionary decisions affecting the rights or benefits of Participants which may be required in the administration of this Ran. Section 3.02 Duties of Administrator. The Adminis- trator, as agent for the Employer, shelf perform nondiscretionary administrative functions in con- nection with the Plan, inducting the maintenance of Participants' Accounts, the provision of periodic reports of the status of each Account, and the disbursement of benefits on behalf of the Employer in accordance with the provisions of this Plan. ARTICLE IV. PARTICIPATION IN 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 Agreertent is to become effective to defer compensation not yet earned. Section 4.02 Amendment of Joinder Agnertw : A Participant may amend an executed Joinder Agreemment to change the amount of oomp nsation not yet serried which is to be deferred (inducting the reduction of such future deferrals to zero) or to change his investmentprisference (subjisct to such restrictions as may result from the nature or tarts of any investment made by the Employer). Such amendment shall become effective as of the begin- ning of the calendar month sorrier c�cing after the data the amendment is executed A Participant may at any time amend his Jdrder Agreement to charge the designated Beneficiary, and such amet ment shall become effective imnrdiately. ARTICLE V. LIMITATIONS ON DEFERRALS Section 5.01 Normal Limitation: Except as provided in section 5.OZ the maximum amount of Deferred Compensation for any Participant for any taxable year shall not exceed the leaser of $7,500.00 or 33- 1/3 percent of the Participant's Ineludible Compen- sation for the taxable year. This limitation will ordim narily be equivalent b the lesser of $7,500.00 or 25 percent of the Participant's Normal Compansation. 2C:2 Section S02 Catch -Up Llrnitation: For each of the tact three (3) tastable years of a Participant andirg be. fora his attainment of Normal Retirement Aga. the maximum amount of Deferred Campansation shall be the lases of (1) $15.000 or (2) Cie sum of () the Normal Limitation for the taxable year, and (r) the Noma) Limitation for each prior taxable year of the Participant commencing after 1978 Is" theamount of the Participant's Deferred Compensation for such prior taxable years. A prior taxable r aha0 be taken into account under the preoedinp wt0anea only if () the Participant was eligible b parkipan in the Plan for such year (or in any other eligible deferred compensation plan established under Section 457 of the Code which is properly talon inti account pursuant to regulations undersection 457) and (ii) compensation (f any) deferred under this Plan (or such other plan) was subject to the deferral limitations set forth in Section 5.01. Section 5.03 Other Plana•. The amount excludable from e Participant's gross intone under this Plan or any other eligible deferred compensation plan under section 457 of the Coda shall riot exceed $7,500.00 (or such greater amount allowed under Section 5.02 of the Plan), lets any amount excluded from groan income under section 403(b), 402(aXS). or 402 (h)(1)(B) of the Code, or any arnountwith respect tD which a deduction is allowable by reason of a contribution to an organization described in section 501(c)(18) of the Code. ARTICLE VI. INVESTMENTS AND ACCOUNT VALUES Section 6.01 Investment of Deferred Conmpmastlon: All investments of Participant's Deferred Compen- sation made by the Employer. inducing all property and rights purchased with such amounts and all intone attributable thereto, shad be Che sole prop- erty of the Employer and shall not be held in trust for ParticipantscrascollstaralsecurityforthehAfill est of the Employer's obligations under the Plan. Such property shall be subted b the claims of general creditors of the Employer, and no Participant or Beneficiaryshall have anyvested interestorsecured or preferred position with respect to such property or have any claim against the Employer sacpt as a general creditor. Section 6.02 Crediting of Accounts: The Participant's Account shall reflect this amount and value of the investments or other property obtained by the Em- ployer through the investment of the Participvhrs Deferred Compensation. It is anticipated that the Employer's investments with respect to a Partici- pent will conform to the investinai t preference specified in the Participant's Joinder Agreement but nothing herein shall be construed to require the Employer to make any particular investment of a Participant's Deferred Compensation. Each Partici- pant shall receive periodic reports, rot Isco frequently than amually, showing tha than -cu rrentvalue of his Account Section 6.03 Transfers: (a) Intoning Transfers: A transfer may be accepted from an eligible deferred compensation plan maintained by another employer and credited to a Participant's Account under the Plan if (i) the Participant has separated from service with that employer and become an Employee of the Employer. and (i) the other employers plan pro- vides that such transfer will be made. The Employer may require such documentation from the preds- censor plan as it demon necessary to effectuate the EXHIBIT 2C (continued) 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 bin of assets other then cash, unless the Employer and the Administrator agree b 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 Ran during such taxable yearand compensation pax! bytheaansferor employershall be treated as if it had been paid by the Employer. (b) Outgoing Transfers: An amount may be trans- fferred to an 09ble defamed compensation plan maintained by another employer, and charged to ■ Participant's Account under this Plan, if (i) the Per- ticipant has separated from service with the Emir ployer and become an employee of the other em- ployer, (ii) the other employer's plan provides that such transfer will be accepted, and (iii) the Partici- pant and the employers have apred such agrw ments as are necessary to assure that Ih• Employers liability to pay benefits to the Participant has been discharged and assumed by the other employer. The Employer may require such documentstion from the other plan as it deems necessary to effec- tuate 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 transfers 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 shall the Employers liability b pay benefits b a Participant under Article VI exceed the value of the amounts credited to the Participant's Account; the Employer shall not be liabla for losses arising from deprecia- tion or shrinkage in the value of any investments acquired under this Plan. ARTICLE VII. BENEFITS Section 7.01 Retirement Benefits and Election on Separation from Service: Except as otherwise provided in this Article VII, the distribution of a Participant's Account shell commence as of April 1 of the calendar year atter the Plan Year of the Participant's Retirement, and the dutrdution of such Retirement benefits shall be made in accordance with one of the payment options described in Sec - bon 7.02. Notwithstanding the foregoing, tha Partici- pant may irrevocably elect within 60 days following Separation from Sema to have the distribution of benefits commence on a fixed or detemtinable date other than that described in the preceding sentence which is at least 60 days after the date such alecbon 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 Participants Robw ment or attairvnent of age 70-1 /2. whichever is later. 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 Mw Participent's Account distributed in accordance with one of the following payment options, provided that such op - bon is consistent wrath the limitations sat forth in Section 7.03: (a) Equal monthly, quarterly, semi-annual orannual payments manamountdtosenby thaParficipent, continuing until his Account is exhausted; (b) One lump -sum payment: (c) Approximately equal monthly, quarterly, semi- annual or annual payments, calculated to continue for a period ewtain chosen by the Participant. (d) Annual Payments equal to the minimum distributions required under Section 401(a)(9) of the Code over the life expectancy of the Participant or over the life expectancies of the Participant and hi&bw Beneficiary. (e) Payments equal to payments made bythe issuer of a retrement annuity policy acquired by the Employer. (f) Any other payment option elected by the Participant and agreed to by the Employer and Adrrinistrator, provided that such option must provide for substantially nonirere ssing payments for any period after the latest benefit commencement dais 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 commerce. M a Participant or Beneficiary fails to make a timely election of a psymtent option, benefit shall be paid monthly under option (c) above for a period of fie years. Section 7.03 Limitation on Options: No paymentoption may be selected by a Participant or Beneficiary under Sections 7.02, 7.04, or 7.05 unless it satisfies the requ i romenfs o f Sectiors 401(a)(9) and 4570(2) of the Code, including that payments commencing before the death of the Participant shall satisfy the incidental death benefit 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 realalation of its expectancies. Section 7.04 Post-retirement Death Benefits: (a) Should the Participant die after he/she has begun to receive benefits under ■ payment option, the remaining payments, if any, under the payment option stall be payable b the Partieipanrs Beneficiary conrnenc- ing within the 30 -day period commencing with the 61st day after the Participant's death, unless the Beneficiary elect payment under a different pay- mant option that is available under Section 7.02 within 60 days of the Participanrsdeath. Arty different payment option elected by a Beneficiary under this section must provide for payment at a rata that is at least as rapid as under the payment option that was applicable to the Participant. In no event shall the EmployerorAdministrator beliable toM Me Beneficiary for the amount of any payment made in the rams of the Participant before the Administrator receives proof of death of the Participant (b) If the designated Beneficiary does not continue to live for the remaining period of payment under the payment option, then the commuted valueof arty remaining payment under the paymentopion shall 2C:3 EXHIBIT 2C (continued) be paid in a lump sum to the estate of the Benofi- ciery. In the event that the Participant's estate is the Beneficiary, the commuted value of any remaining payments under the payment option shall be paid to the astato in a lump sum Seelon 7.05 Pre -retirement Death Benefits: (a) Should the Participant de before he/she has begun to receive the benefits provided by Section 7.01, the value of the Participant's Account shall be payable to the Beneficiary comrrenang within the 30 -day ppeariomm d coencing on the 91 at day after the Participanrs death, unless the Beneficiary irrevocably elects a different fixed or determinable benefit com- mencement date within 90 days of the Participant's death. Such benefit carrrrencarrent date shall be not later than the later of () Decernber 31 of the year following the year of the Participant's death, or (ii) if the Beneficiary is the Perbapant's spouse. December 31 of the year in which the Participant would have attained age 70-1/2. (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 instalments over five years, or over such shorter period as may be neces- sary to assure that the amount of any annual install- ment is not less than $3,500. A Beneficiary shall be treated as if he/she were a Participant for purposes of determining the payment options available under Section 7.02, provided, however, that the payment option chosen by the Benef cry must provide for payments to the Beneficiary over a period no longer than the life expectancy of the Beneficiary, and provided that such period may not exceed fifteen (15) years rf the Beneficiary is not the Participant's spouse. (c) In the event that the Beneficiary des before the payment of death benefits has commenced or been completed, the remaining value of the Participant's Account shall be paid to the astateof tit Beneficiary in a lump sum. In the went that the Participanrs estate is the Beneficiary, payment shall be made to the estate in a lump sum Section 7.06 Unforeseeable Emergandee: (a) In the event an unforeseeable emergency occurs, a Par- ticipant mdy apply to the Employer to receive that part of the value of his Account that is reasonably needed to satisfy the emergency need. If such an application is approved by the Employer, the Partici- pant shall be pend only such amount as the Employer deems necessary b meet the emergency need, but payment shall not be made to the extent that the financial hardship may be relieved through cessa- tion of deferral under the Plan, insurance or other reimbursement or ligtudabon of other assets to the extent such liquidation would not Itseff cause severe financial hardship. (b) An unforeseeable emergency shall be deemed to involve only circumstances of severe financial hardship to the Participant resulting from a sudden unexpected illness, accident or disability of tht Participant or of a dependent (as defined in Ssd ion 152(x) of the Code) of the Participant loss of the Participant's property due to casualty, or other simi- lar and extraordinary unforeseeable circumstances arising as a result of events beyond the control of the Parbapant The need to send a Parbcipant's child to college or to purchase a new home shall not be considered unforeseeable emergencies. The dater- 2C:4 mination as to whether such an unforeseeable arter0ency exists shell be based on the merits of each individual case. Section 7.07 Transitional Rule for Pro -1980 Benefit Elections: In the went that, prior to January 1 1986, a Participant or Beneficiary has commenced re. caning benefits under a payment opbon 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 Plan. ARTICLE VIII. NON -ASSIGNABILITY Section 8.01 In General: Except as Provided in Section 8.02, no Participant or Beneficiary shell have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, which psymentsand rights are expressly declared to be non -assignable and non -transferable. Sedlon 8.02 Domestic Relations Orden: (a) Allow- ance of Transfers: To tie extent required under a final judgment decree, or order (including approval of a property settlement agreement) made pursuant to a state domestic relations law, any portion of a Participant's Account may be paid or set aside for payment to a spouse, former spouse, or child of de Participant. Where necessary b carry out the arms of such an order, ■ separate Account shall be established with rasped to the spouse, former spouse, or child who shelf be entitled to make investment selections with reaped thereto in the seine manner as the Participant; any amount so sat aside for a spouse, former spouse, or child shall be pard out in a lump sum at the earliest data that benefits may be paid to the Participant, unless the order directs a different time or form of peymenL Nothing in this Section shall be construed to autho- rize any amount to be distributed under the Plan at a time or in a form that is not permitted under Section 157 of the Code. Any payment made to a paeon other than the Participant pursuant to this Section shall be reduced by required income tax withhold- ing; ithholding; the fact that payment is made to a person other than the Participant may not prevent such payment from being includible in the gross income of the Participant for withholding and income tax reporting purposes. (b) Release from Liability 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, tomer spouse, or chili pursuant to paragraph (a) of this Section. No such transfer shall be effectuated unless the Employer or Administrator has bean provided with satisfacbry evidence that the Err ployer and the Administrator are released from any further clam by the Participant with rasped to wch amounts. The Participant shall be dean -ad to have released the Employer and the Administrator from any claim with respect to such amounts, in any case in which (i) the Employer or Administrator has boon served with legal process or otherwise joined in a proceeding relating to such transfer, (i) the Partici- pant has bean notified of the pendency of such proceeding in the manner prescribed by the law of the junsdicbon in which the prouadinp rs pending for service of process in such action or by mail from the Employer or Administrator to the Partiapanrs EXHIBIT 2C (continued) last known mailing address, and (iii) 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. (c) Participation in Legal Procoadmps: The Em- ployer and AdministralDr shall not be obligated to defend against or set aside any judgment decree, or order described in paragraph (a) or any bgal order relating Io the garnishment of a Pwbcipanrs benefits, unless the full expanse of such legal action is bome by the Parociparrt. In the event that the Participant's action (or inaction) nonetheless causes the Employer or Admi ristrator to incur such expense, tha amount of the expense may be charged against the Participant's Account end thereby reduce the Employer's obligation lo pay benefits ID the Pardci- pent In the course of any pr000edng relating to divorce, separation, or child support the Employer and Adrtxnistrator shall be authorized to disclose information relating to the Participenrs Account to the Participant's spouse, former spouse, or child (including the legal representatives of to spouse, former spouse, or child), or to a oourL ARTICLE IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This plan serves in addition Io arry other retirement pension, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employers employees, and participation hereunder shall not affect benefits receivable under any such plan or system Nothing contained in this Plan shall be deemed to constitute an employment 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 Em- ployer. ARTICLE X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Ran provided that it transmits such amendment inwr tirg to McAdm"Stra- ior at lasst 30 days prior lo the effective dam of the amard- ment The consent of the Administrator shall not be required in order for such emandmard to became effective, but the Administrator shall be under no obligation b continua acting an Administrator hereunder if it dianpprwas of such amard- mont The Employer may at any time terminals No Plan. The Administrator may at any time propose an amend- ment to the Plan by an instrun ion in writing transmirisd b tfe Employer at least 30 days before the affective dam of the amendment. Such amendment shall become affective un- lace. within such 30 -day period. the Employer notifies the Administrator in writing that it disapproves such amendmerrt, in which case such amendment shall not become effective. In to event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. 0 this Plan document constitutes an amendment and restaternant of the Ran as previously adopted by tle Employer, the amendments contained herein stall become effective on January 1, 1989, and the terms of the preceding Ran document shall remain in effect through December 31, 1988. Except as may be required ID maintain the status of the Ran as an eligible deferred compensation plan under Section 457 of the Code or to comply Mnth other applicable laws, no amendment or termination of the Ran shad divest any Participant of any rights with respect to compensation do- famad before the dam of the amendment or temtination. ARTICLE XI. APPLICABLE LAW This Plan shall be construed under the laws of the stem where tle Employer is located and is established with tle intent that it meet the requirements of an •eligible delon compensation plan' under Section 457 of the Code, as amendad. The provisions of this Ran shall be interpreted wherever possible inconformity with the requirements of that taction. ARTICLE XII. Any notice ID a party of this plan document shall be given at the last address provided in writing from one party to anotherperty. Any notice such nailed shall be detarmined to have beers received by such party. ICMA RETIREMENT CORPORATION • CORPORATE HEADOUAIITERS • TTr NORTH CAPITOL STREET, ME • WASHNOTON, DC • 20002 -AM 2C.5 EXHIBIT 2G: DECLARATION OF TRUST DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE L NAME DEFINITIONS Section 1.1 Name: The Name of the Trust, as amended and restated hereby, is the ICMA Retirement Trust. Section 12 Deflnitlons: Wherever they are used herein, the following terms shall have the following respective meanings: (a) Bylaws. The bylaws referred to in Section 4.1 hereof, as amended from time to time. (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retirement income and other deferred benefits to its employees in accordance with the provision of section 457 of the Internal Revenue Code of 1954, as amended. (c) Employees. Those employees who participate in Qualified Plans. (d) Employer Trust A trust created pursuant to an agreement between RC and a Public Employer for the purpose of investing and administering the funds set aside by such Employer in connection with its Deferred Compensation agreements with its employees or in connection with its Qualified Plan. (e) Guaranteed Investment Contract A contract entered into by the Retirement Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to such contract. (f) ICMA. The International City Management Association. (g) ICMA/RC Trustees. Those Trustees elected by the Public Employers who, in aocordanoe with the provisions of Section 3.1(a) hereof, are also members, or former members, of the Board of Directors of ICMA or RC. (h) Investment Adviser. The Investment Adviser that enters into a contract with the Retirement Trust to provide advice with respect to investment of the Trust Property. (i) Portfolios. The Portfolios of investmentestablished by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees, for the purpose of providing investments for the Trust Property. (j) Public Employee Trustees. Those Trustees elected by the Public Employers who, in accordance with the provision of Section 3.1(a) hereof, are full- time employees of Public Employers. (k) Public Employer Trustees. Public Employerswho serve as trustees of the Qualified Plans. Public Employer. A unit; of state or local government, or any agency or instrumentality thereol, that has adopted a Deterred Compensation Plan or a Qualified Plan and has executed this Declaration of Trust. (m) Qualified Plan. A plan sponsored by a Pubic Employer for the purpose of providing retirement income to its employees which satisfies the qualification requirements of Section 401 of the Internal Revenue Code, as amended. (n) RC. The International City Management Assoaalion Retirement Corporation. (o) Retirement Trust The Trust created by the Declaration of Trust. (p) Trust Property. The amounts held in the Retirement Trust on behalf of the Public Employers in connection with Deferred Compensation Plans and on behalf of the Pubic Employer Trustees for the exclusive benefit of Employees pursuant to Qualified Plans. The Trust Property shall include any income resulting from the investment to the amounts so held. (q) Trustees. The Public Employee Trustees and ICMA/RC Trustees elected bythe Public Employers to serve as members of the Board of Trustees of the Retirement Trust. ARTICLE 11. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP OF TRUST PROPERTY Section 2.1 Creation: The Retirement Trust is created and established b the execution of this Declaration of Trust by the Trustees and the Public Employers. Section 22 Purpose: The purpose of the Retirement Trust is to provide for the commingled investment of funds held by the Public Employers in connection with their Deferred Compensation and Qualified Plans. The Trust Property shall be invested in the Portfolios, in Guaranteed Investment Contracts, and in other in- vestments recommended by the Investment Adviser under the supervision of the Board of Trustees. No part of the Trust Property will be invested in securities issued by Public Employers. Section 2.3 Ownership of Trust Property: The Trustees shall have legal title to the Trust Property. The Public Employers shall be the beneficial owners of the por- tion of the Trust Property allocable to the Deferred Compensation Plans. The portion of the Trust Prop- erty allocable to the Qualified Plans shall be held for the Public Employer Trustees forthe exclusive benefit of the Employees. ARTICLE UL TRUSTEES Section 3.1 Number and Qualification of Trustees: (a)The Board of Trustees shall consist of nine Trust- ees. Five of the Trustees shall be full-time employees of a Public Employer (the Public Employee Trustees) who are authorized by such Public Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who, at the time of election to the Board of Trustees, are members of the Board of Directors of ICMA and two person who, at the time of election, are members of the Board of Directors of RC (the ICMA/ RC Trustees. One of the Trustees who is a director of ICMA, and one of the Trustees who is a director of RC, shall, at the time of election, be full-time employees of a Public Employer. (b) No person may serve as a Trustee for more than one term in any ten-year period. Section 3.2 Election and Term: (a) Except for the Trust- ees appointed to fill vacancies pursuant to Section 3.5 hereof, the Trustees shall be elected by a vote of a majority of the Public Employers in accordance with the procedures set forth in the By -Laws. (b) At the first election of Trustees, three Trustees shall be elected for a term of three years, three Trustees shall be elected for a term of two years and three Trustees shall be elected for a term of one year. At each subsequent election, three Trustees shall be elected 2GA EXHIBIT 2G (continued) for a term of three years and until his or her successor (d) invest and reinvest the Trust Property In the is elected and qualified. Portfolios, the Guaranteed Interest Contracts and Section 3.3 Nominations: The Trustees who are full-time in any other investment recormterhded by the Investment Adviser, but not including securities employees of Public Employers shall serve as the Nominating Committee for the Public Employee issued by Public Employers, provided that If a Trustees. The Nominating Committee shall choose Public Employer has directed that its monies be invested in specified Portfolios or in a Guaranteed candidates for Public Employee Trustees in actor- dance with the procedures set forth in the By -Laws. Investment Contract, the Trustees of the Section 3A Resignation and Removal a M Trustee g • () Y Retirement Trust shall invest such monies in accordance with such directions: may resign as Trustee (without need for prior or subsequent accounting) by an instrument n writing (e) keep such portion of the Trust Pr n cash or signed by the Trustee and delivered to the other �h balances as the Trustees, from Oma to time, c a deem to s t in the best interest of the Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terns Retirement Trust created hereby without liability of the instrument. My of the Trustees may be re for interest thereon; moved for cause, by a vote of a majority of the Public (f) accept and retain for such time as they may deem Empbyors. (b) Each Public Employee Trustee shall advisable any securities or other property received by them Trustees hereunder, resign his or her Position as Trustee within sixty days or acquired as of the date on which he or she ceases to be a full-time whether or not such securities or other property employee of a Public Employer. would normally be purchased as investment Section 3.5 Vacancies: The tens of office of a Trustee hereunder; shall terminate and a vacancy shall occur in the event (g) cause any securities or other property held as part of the death, resignation, removal, adjudicated incom• of the Trust Property to be registered in the name petenoe or other incapacity to perform the duties of the of the RetirementTrustor in the name of a nominee, office of a Trustee. In the case of a vacancy, the and to hold any investments in bearer from, but the remaining Trustees shall ap point such person as they books and records of the Trustees shall at all times in their discretion shall see fit (subject to the limitations show that all such investments are a part of the set forth in this Section) to serve for the unexpired portion of the term of the trustee who has resigned or Trust Property; deliver otherwise ceased to be a Trustee. The appointment (h) make, execute, acknowledge, and any and alldocumentsoftransfer andconveyanceandany shall be made by a written instrument signed by a and all other instruments that may be necessary or majority of the Trustees. The person appointed must Pubbffic Employee appropriate to carryout the powers herein granted; be the same type of Trustee (i.e., Trustee or ICMA/RC Trustee) as the person who has (1) vote upon any stock, bonds, or other securities; ceased to be a Trustee. An appointment of a Trustee givegeneralorspeaalproziesorpowerso(attorney with or without power of subs titution;exercise any may be made in anticipation of a vacancy to occur at a later date by reason of retirement or resignation, conversion privileges, subscription rights, orotfher provided that such appointment shall not become effective prior to such retirement or resignation. options, ancs make any payments inocidentalthereto; oppose, or consent to, or otherwiseparticipatees Whenever a vacancy in the number of Trustees shall corporate reorganizations or to other charges affecting corporate securities, and delegate occur, until such vacancy is filled as provided in this Section 3.5, the Trustees in office, regardless of their discretionary powers and pay any assessments or number, shall have all the powers granted to the charges in connection therewith; and generally exercise any of the powers of an owner with Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. A written instrument certifying the existence of such vacancy respect to stocks, bonds, securities or other property held as part of the Trust Property; signed b a majority of the Trustees shall be conclu- Q) enter into contracts or arrangements for goods or sive ev'once of the existence of such vacancy. services required in connection with the operation Section 3.6 Trustees Serve In Representative Capacity of the Retirement Trust, including, but not limited By executing this Declaration, each Public Employer to, contracts with custodians and contracts for the provision of administrative services; agrees that the Public Employee Trustees elected by the Public Employers are authorized to act as agents (k) borrow or raise money for the purposes of the and representatives of the Public Employers collet- Retirement Trust n such amount, and upon such tively. terms and conditions, as the Trustees shall deem advisable, provided that the aggregate amount of ARTICLE IV. POWERS OF TRUSTEES such borrowings shall not exceed 30% of the Section 4.1 General Powers: The Trustees shall have the value of the Trust Property No person lending power to conduct the businessof theTrustandlocarry money to the Trustees sha be bound to see the on its operations. Such power shall include, but st 1 application of the money lent or to Inquire Into Its not be limited to, the power to: validity, expediency or propriety or any such (a) receive the Trust Property from the Public borrowing; Employers, Public Employer Trustees or other (1) incur reasonable expenses as required for the the Retirement Trust deduct Trustee of any Employer Trust; operation of and such (b) enter Into a contract with an Investment Adviser expenses from of the Trust Property; providing, among other things, for the (m) pay expenses property allocable to the Trust establishment and operation of the Portfolios, Property incurred in connection with the Deferred selection of the Guaranteed Investment Contracts Compensation Plans, Qualified Plans, or the in which the Trust Property may be invested, Employer Trusts and deduct such expenses from selection of the other investments for the Trust the portion of the Trust Property to whom such Property and the payment of reasonable fees to the Investment Adviser and to any sub -investment expenses are property allocable; Trust Property (n) pay out of the all real and personal adviser retained by the Investment Adviser; property taxes, income taxes and other taxes of (c) review annually the performance ofthe Investment any and all kinds which, in the opinion of the Adviser and approve annually the contract with Trustees, are property levied, or assessed under such Investment Adviser; existing or future laws upon, or in respect of, the 0 EXHIBIT 2G (continued) Trust Property and allocate any such taxes to the appropriate accounts; (o) adopt, amend and repeal the bylaws, provided thatsuch bylaws are at all times consistent with the terms of the Declaration of Trust; (p) employ persons to make available interests in the Retirement Tnrst to employers eligible to maintain a Deferred Compensation Plan under Section 457 or a Qualified Plan under Section 401 of the Internal Revenue Code, as amended; (o) issue the Annual Report of the Retirement Trust, and the disclosure documents and other literature used by the Retirement Trust; (r) make bans, including the purchase of debt obligations, provided that all such bans shall bear interest at the current market rate; (s)-ooniract for, and delegate any powers granted hereunder to, such off ioers, agents, employees, auditors and attorneys as the Trustees may select, provided that the Trustees may not delegate the powers set forth in paragraphs (b), (c) and (o) of this Section 4.1 and may not delegate any powers if such delegation would violate their fiduciary duties; (t)provide for the Indemnification of the Officers and Trustees of the Retirement Trust and purchase fiduciary insurance; (u) maintain books and records, including separate accounts for each Public Employer, Public Employer Trustee or Employer Trust and such additional separate accounts as are required under, and consistent with, the Deferred Compensation or Qualified plan of each Public Employer; and (v) do all such acts, take all such proceedinrgs and exercise all such rights and pnvtleges, aMhough not specifically mention herein, as the Trustees may deem necessary or appropriate to administer the Trust Property and to tarty out the purposes of the Retirement Trust. Section 4.2 Distribution of Trust Property: Dsiributkm of the Trust property shall be made to, or on behalf of, the Public Employer or Public Employer Trustee, in accordance with the terns of the Deferred Compen- sation Plans, Qualified Plans or Employer Trusts. The Trustees of the Retirement Trust shall be fully protected in making payments in accordance with the directions of the Public Employers, Public Employer Trustees or other Trustee of the Employer Trusts without ascer- taining whether such ppaayments arein oompliance with the provision of the Deferred Compensation or Quali- fied Plans, or the agreements creating the Employer Trusts. Section 4.3 Execution of Instrurients: TheTrustees may unanimously designate any one or more of the Trust - ass to execute any Instrument or document on behalf of all, including but not limited to the signing or en- dorsement of any check and the signing of any appli- cations, insurance and other contracts, and the action of such designated Trustee or Trustees shall have the same force and effect as if taken by all the Trustees. ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES Section 5.1 Duty of Care: In exercising the powers hereinbefore granted to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits br the Public Employers in connection with Deterred Compensa- tion Plans and Public Employer Trustees pursuant to Qualified Plans, and shat perform such arts with the care, skill, prudence and diligence in the circum- stances then prevailing that a prudent person acting in a like rapacity and familiar with such martens would use in the conduct of an enterprise of a like character and with like aims. Section 5.2 Liabillty: The Trustees shall not be liable for any mistake of judgment orotheraction taken in good faith, and for any action taken or omftted In relianoe In good faith upon the books of account or other records of the Retirement Trust, upon the opinion of counsel, or upon reports made to the Retirement Trust by any of its officers, employees or agents or by the Invest- ment Adviser or any sub -investment adviser, a000urt- tants, appraisers or other experts or consukam se- lected with reasonable care by the Trustees, officers or employees of the Retirement Trust. The Trustees shall also not be liable lor any loss sustained by the Trust Property by reason of any irnestment made in good faith and in accordance with the standard of care set forth in Section 5.1. Section 5.3 Bond: No Trustee shall be obligated to ghro an bond or other security for the performance of any of Xs or her duties hereunder. ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS The Trustees shall annually submit to the Pubic Employers and Public Employer Trustees a written repos of the transac- tions of the Retirement Trust, including financial statements which shall be cenified by independent public accountants chosen by the Trustees. ARTICLE VIL DURATION OR AMENDMENT OF RETIREMENT TRUST Section 7.1 Withdrawal: A Public Employer or Public Employer Trusteemay. at anytime, withdraw from this Retirement Trust by delivering to the Board of Trust- ees a written statement of withdrawal. M such state- ment, the Public Employer or Public Employer Trustee shall acknowledge that the Trust Property allocable to the Public Employer is derived from compensation deferred by employees of such Public Empbyer pur- suant to is Deferred Compensation Plan or tram contributions to the accounts of Employees pursuant to a Qualified Plan, and shall designate the finarxSal institution to which suchpprrooppeerrtty shall be transferred by the Trustees of the Aettrement Trust or by the Trustee of the Employer Trust. Sec tion 7.2 Duration: The Retirement Trust shall cominue until terminated by the vee of a majority of the Public Employers, each casting one vote. Upon termination, all of the Trust Property shall be paid out to the Public Employers, Public Employer Trustees or ft Trusts" of the Employer Trusts, as appropriate. Section 7.3 Amendment: The Retirement Trust may be amended by the vote of a majority of the public Employers, each casting one vote. Section 7.4 Procedure. A resolution to tern inale or amend the Retirement Trust or to remove a Trustee shall be submitted to a vote of the Public Employers if: (I� a majority of the Trustees so direct, or; s a petition requesting a vote signed by not less that 25 percent of the Public Employers, is submitted to the Trustees. ARTICLE VIII. MISCELLANEOUS Section 8.1 Governing Law: Except as otherwise re- quired by state or local law, this Declaration of Trust and the Retirement Trust hereby created shelf be construed and regulated by the laws of the District of Columba. Section 8.2 Counterparts: This Declaration may be ex- ecuted by the Public Employers and Trustees m two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. ICMA RETIREMENT CORPORATIOµ CORPORATE HEADQUARTERS, TTI NORTH CAPITOL STREET, NE, WA9/ MT014 DC 211 M4240 2G:3