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HomeMy WebLinkAboutInternational City Management Association; 1993-10-01;A - ICMA RETIREMENT CORPORATION ADMINISTRATIVE SERVICES AGREEMENT Type: 457 Account Number: 1124 , . , - - ICMA RETIREMENT CORPORATION Plan # 1124 ADMINISTRATIVE SERVICES AGREEMENT This Agreement, made as of the da of 199 ,(herein referred to as the "Inception Date"), i: etween The International City Management Association Retirement Cor oration corporation or anized and existing under t e laws o R I "RC"), a nonprofit and the City o 9 the State of Delaware; Carlsbad ("Employer"), a(n) City organized and existing under the laws of the State of California with an office at 1200 Elm Avenue,Carlsbad, California, 92008. Recitals rpl an"j Employer acts as a public plan sponsor for a retirement plan with responsibility to obtain investment alternatives and services or emp oyees participating in that Plan; The ICMA Retirement Trust governed by an elected Board of Trustees I the "Trust") is a common law trust or the commingled investment of retirement funds held by state and local governmental units for their employees; RC acts as investment adviser to the Trust; RC has designed, and the Trust offers, a series of separate funds (the "Funds" for the investment of plan assets as referenced in the Trust principa 1 disclosure document, "Making Sound Investment Decisions: A Retirement Investment Guide". The Funds are available only to public employers and only through the Trust. In addition to serving as investment adviser to the Trust, RC provides a complete offering of services to public employers for the operation of employee retirement lans including, but not limited to, communications concerning investment c a ternatives, account maintenance, account record- keeping, investment and tax reporting, form processing, benefit disbursement and asset management. - 2 - I - -, ICMA RETIREMENT CORPORATION Plan # 1124 Agreements 1. Appointment of RC Employer hereby designates RC as Administrator of the Plan to perform all non-discretionary functions necessary for the administration of the Plan with respect to assets in the Plan deposited with the Trust. The functions to be performed by RC include: (a) allocation in accordance with participant direction of individual accounts to investment Funds offered by the Trust; (b) maintenance of individual accounts for participants reflecting amounts deferred, income, gain, disbursed as benefits; or loss credited, and amounts (c) provision of periodic reports to the Employer and participants of the status of Plan investments and individual accounts; 6 d) communication to their rights elections under the ! articipants of information regarding an lan; and (e) disbursement of benefits as agent for the Employer in accordance with terms of the Plan. 2. Replacement of Employer Trust RC and Employer are parties to a Trust A reement entitled "Trust Agreement with the ICMA Retirement Corporation" for the administration of the Plan. 9 the "Employer Trust") The Employer hereby terminates the Employer Trust (not the Declaration of Trust of ICMA Retirement Trust) intending that this Administrative Services Agreement evidence the understandings between RC and the Employer with res ect to the matters covered by it. Employer continues to be a party to the Dee f aration of Trust of the ICMA Retirement Trust and agrees that operation of the Plan and investment, management and disbursement of amounts deposited in the Trust shall be subject to the Declaration of Trust, as it may be amended from time to time and shall also be subject to terms and conditions set forth in disclosure documents (such as the Retirement Investment Guide or Employer Bulletins) as those terms and conditions may be adjusted from time to time. 3. Employer Duty to Furnish Information Employer agrees to furnish to RC on a timely basis such information as is necessary for RC to carry out its responsibilities as Administrator of the Plan, including information needed to allocate individual -3 - - - ICMA RETIREMENT I . CORPORATION Plan # 1124 participant accounts to Funds in the Trust, and information as to the employment status of partici ants, and participant ages, addresses and other identifying information (inc uding tax identification numbers). RC shall be Y entitled to rely upon the accuracy of any information that is furnished to it by a responsible official of the Employer or any information relating to an individual participant or beneficiary that is furnished by such participant or beneficiary, and RC shall not be responsible for an error arisin from its reliance on such information. If within ninety (90 f days after t e mailing of z any report, statement or accounting to the Employer or a participant, the Employer or participant has not notified RC in writin objection, such report, statement, or accounting shal 7 of any error or be deemed to have been accepted by the Employer and the participants. 4. Certain Representations, Warranties, and Covenants RC represents and warrants to Employer that: (a) RC is a non-profit corporation with full power and authority to enter into this A reement this Agreement. The ability o 9 and to perform its obligations under RC to serve as investment adviser to the Trust is dependent upon the continued willingness of the Trust for RC to serve in that capacity. Securities and L b) RC is an investment adviser registered as such with the xchange Commission under the Investment Advisers Act of 1940, as amended. ICMA- RC Services, Inc. (a wholly owned subsidiary of RC) is registered as a broker-dealer with the Securities and Exchange Commission 1 SEC) and is a member in good standing of the National Association of ecurities Dealers, Inc. RC covenants with employer that: (c) RC shall maintain and administer the Plan in compliance with the requirements for eligible deferred compensation R lans under Section 457 of the Internal Revenue Code; provided, however, RC s all not be responsible for the eligible status of the Plan in the event that the Employer directs RC to administer the Plan or disburse assets in a manner inconsistent with the requirements of Section 457 or otherwise causes the Plan not to be carried out in accordance with its terms; provided, further, that if the plan document used by the Employer contains terms that differ from the terms of RC's standardized plan document, RC shall not be responsible for the eligible status of the Plan to the extent affected by the differing terms in the Employer's plan document. Employer represents and warrants to RC that: (d) Employer is organized in the form and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan - 4- F - ICMA RETIREMENT CORPORATION Plan # 1124 and participants in the manner contemplated in this Agreement. Execution, delivery, and performance of this Agreement will not conflict with any law, rule, regulation or contract by which the Employer is bound or to which it is a party. 5. Participation in Certain Proceedings its behalf, The Employer hereby authorizes RC to act as agent, to appear on and to join the Employer as a necessary party in all le al proceedings involving the garnishment of benefits or the transfer o 7 benefits Y ursuant to the divorce or separation of participants in the Employer Plan. he Em loyer consents to the disbursement by RC of benefits that have been garnis R ed or transferred to a former spouse, spouse or child pursuant to a domestic relations order. 6. Compensation and Payment (a) Plan Administration Fee. The amount to be paid for plan administration services under this Agreement shall be 0.9% er annum of the amount of Plan assets invested in the Trust. Such fee shal be computed and Y paid at the end of each month on plan assets in the Trust at that time. (b) Account Maintenance Fee. There shall be an annual account maintenance fee of $18.00. The account maintenance fee is payable in full on January 1 of each year on each account in existence on that date. For : accounts established after January 1, the fee is payable on the first day of the calendar quarter following establishment and is prorated by reference to the number of calendar quarters remaining on the day of payment. acknowled (c) Compensation for Advisory Services to the Trust. Employer receives 9 es that in addition to amounts payable under this Agreement, RC ees from the Trust for investment advisory services furnished to the Trust. (d) Payment Procedures. All pa ments Section 6 shall be paid out of the Plan Assets x to RC pursuant to this eld by the Trust and shall be paid by the Trust. The amount of Plan Assets held in the Trust shall be adjusted by the Trust as required to reflect such payments. 7. Custody Employer understands that amounts invested in the Trust are to be remitted directly to the Trust in accordance with instructions provided to Employer by RC and are not to be remitted to RC. In the event that any check or wire transfer is incorrectly labelled or transferred to RC, RC is authorized, acting on behalf of the transferor, to transfer such check or wire transfer to the Trust. - 5 - . A T ICMA RETIREMENT CORPORATION Plan # 1124 8. Responsibility 1 RC shall not be responsible for any acts-or omissions.of any ;3;;on other than RC in connection with the administration or operation of the . 9. Term This Aqreement mav be terminated without oenalty by either party on sixty days advance notice in writing to the other. 10. Amendments and Adjustments (a) This Agreement may not be amended except instrument signed by the parties. by written (b) The parties agree that compensation for services under this Agreement and administrative and operational arrangements may be adjusted as follows: RC may propose an adjustment by written notice to the Employer given at least 60 days before the effective date of the adjustment and the notice may appear in disclosure documents such as Retirement Investment Guide. Em loyer Bulletins and the Such adjustment shall 1 ecome effective unless, within the 60 day period before the effective date the Employer notifies RC in writing that it does not accept such adjustment, in which event RC shall be under no obligation to provide services under this Agreement. (c) No failure to exercise and no delay in exercising any right, remedy, power or privilege hereunder shall operate as a waiver of such right, remedy, power or privilege. 11. Notices All notices required to be delivered under this Agreement shall be delivered personally or by registered or certified mail, postage prepaid, return receipt requested, to 600, Washington, D.C, 20002- 1 i) RC at 777 North Capitol Street, N.E., Suite 240; the first (ii) Employer at the office set forth in paragra receive the same R h hereof, or to any other address designated by the party to y written notice similarly given. 12. Complete Agreement This Agreement shall constitute the sole agreement between RC and Employer relating to the object of this Agreement and correctly sets forth the complete rights, duties and obligations of each party to the other as of its date. Any prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set forth in this Agreement are of no force - 6- ---. +-. ICMA RETIREMENT CORPORATION Plan # 1124 and effect. 13. Governing Law This a reement shall be governed b r and construed in accordance with the laws of the 4 tate of California a plicab e to contracts made in that jurisdiction without reference to its conf T icts of laws provisions. In Witness Whereof, the parties hereto have executed this Agreement as of the inception Date first above written. Claude A. Lewis, Mayor Name and Title (Please Print) INTERNATIONAL CITY MANAGEMENT ETIREMENT CORPORATION Gel dw &l-/-Q3 t hl!W CoFFoFatemSe t/Date - 7 - . EXHIBIT "A" - DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARlKxE I. NAME AND DEFINITIDNS Bwtion1.lwmW: lheNam8dfh8X&,rr~ Mdmawhrrby. im8CMARMmunrM . (q)%Ld888ThPubkEmplayw~8d~AtRCRu~8bctqdbyWm PublicEmpb@rsmurwurmmb8rsdlh8BwddM+sdlheFteti~ M. ARTICLE Il. CREATlDN WD PURPDBB DP TNE TRUsr: OWNERSHIP OF TNUST PN0PEm-Y &ction2.1-T’heW-Macra8M8nda&di~by thowcutiondmkDad8rationdfn#lbyth8~m6~Pudic s.ctbon2.22turpow: Th8pwpcudthefW-Mismprwidekr m-w ~~dliMdrh8ldbyth8PubkEmpIoyasinconwc- lbnwithlh8irD8brr8tIanp8mHianudo!J&w~namo~P~ ntyrhJl~i~in~Pomdia,nCSurranc~I~~Coclrreetr. 8ndindhniw8&n8f&~bychslwstmtnt Advise under the aqmibond#te&Wdh8eesNoputdthe)urtFxqmtywlbeimw&d inUCWit&SiSW8dbyPWiCE~ AmaE Ill. TmmEEs ARTICLE VI. ANNUAL xl To BuREwLoENa Tho’Mwr3ullurk@ymbn#lotttePudicEmplqMvdPudicEmploya Pummsrwiiim~dUu-dihr~~~ng~ W*rWnrrbwRrchtikcoModbyindopw&d w#c=cammv~ mbyth8hJwr ~VN.DUMTlDMDRAWNDYENlWRETlREMENllRUST . &clbn?.lWMnrnk Af’ubkEmPoyrarF+ubkEmplaya~my, ~Mylim*vM&mulranlhirR&ifwnWharby#iwingtolhe~d harwr8Wtt8tI -dwiIhdmAl.h& -IhrPudic EmpbyraPubkEm@uy~ldrrW --(h-plop Uty-~ltUFUbliCE~i8WiWdkOl-n~ trymploynrdmWubkEm@quplnwnWtsDJnnd’~ lionPlrn~fromEonbibrRwrmthDYtou~dd~punuMm8 l2u86sdFl8n.8ndrrulbrignynrIrro;J-mDvhieh~ 3ulbstrmbmdbyltulumusdtJmRmimmefaMatyUm~ dthoEq@wM. s8eBm7.2Du~ TtmR8limm8r4M3ullcon(inu8urrtilmnniNmd byIhruSed~~dl(wPutkEmpbywx&~ngonuwaeUpon Irmi~,JIdmrMProprnyrhll~pudaRm~PubkcEm~ PublicEqhy8rhrdwralheIwwcdIheEmduprAnb.rr@prqxiw &ctbn7.3- l?l8RatirammtMnuykwndd~th8blQa drm@rItydthef’ubkEmplqwtuchasbngwvda s8otkn 7.4 W: AWtoMnin@oaunrndlhoktiwnent ~CflDmxM8~rhlb8wbhdlMdY,8~dltUPubliC~ ~Cl)8mrjorilyd~~~d~,a:~W~r~mrrq~ngr~ ignadbyndbuUun2596dUuPWcEmpbprxisubHlledlptho AmaE VW. YmcELuNEM ** Approved by the Carlsbad City Council, Res.# 88-136, on i/26/88 EXHIBIT "A" m ; ', - j 4 - . DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE I. NAME AND DVINITIDNS Bectlonl.lUarne: TheNamedUwTiusl,asamendadandrestaWhatzby, i Be ICMA Rehernem M. ~lonl.2DOfhitbW Wher~ttwjareusedherein,theklknwingbrms dUlllhWl!JmSfdkJWngrsspatiVemCretings: (#By-~TheByLawsrderredtoinBecticn4.1 hemd,asamendsdfrom llrneto(ims @)Ddwd~Aan.Adderred~pbnW l d maWined by a Publii Emplwr for the purpose d providing retire mentimxrneanddherdderredbeneWbik4smplcyeesin~ withtllepr- dmction457dihslntemPl-COdad1954~ as-. (c) Emplqees These ernproveeS who patticipate in OuaMed Plans (ctJEmplc+erTrust Atrust~reatedpursuanttoanapemembamwKlAC and a Pubhc Employer br the purpose d iwxting and admtni&wing the tnds WI rode by such Employer in conrthon with ilr Dsderred Comperc sakJnagreemems withiQemplcrymorm-wiChitsoual~Pterl. (e) Guaranteed lnvsstmnt Contract. A contmd entered into by the Retire mcMt~~insu~nacOmpanias~~cksIwrgwn~Rte of mtum on inbestnwnts made pursuant to such cxwtract. (r) CMA. The InterMtional city MaMgemem Assccwon. (~)ICMM?CMee~ThoseTrustee~ekctedbythePudicErnpbprswhq in mzo@uce with the prwisiors d Bection 3.1(a) her&. are Jsc msm bersdtheBo&dDw~dlCMAorRC. (h) Investmen Mvisu The ImSstmem Mvisuth8teWrsint0rcontract withtl?eRetirementTWsttoprhdeMvicewilh~toirwstmentd meMPmperty. (i)PortWos.ThePortldiasdirwsheMs e+&lWJdbym1- MviserbtheRetirernenthtat,underthesupewisiondthe~fcr UwpurparcdpmidmgirrvssbnentsbrtheFu&hperfy. ~PutdicEmpIuyae-lhow-e4cickdty~PuhIic~ *hnin~~nccwithmcprcwisionsdS&tion31(a)~,~M~ mm d Pubk EmpIqws (k)hthcEm@cyerTn&ees.F’utkEmg&erswhoseneas-d al8ouefledPtans (o)Wrememhst.lbeliustcmatedbythisDedarWndllust. @)T~P~.TheMnou~hddin~R~rirememTrurrtonbehPndmePublic Empkyers in connsction rvith Deterred Cornpensst~on Pkns ad on b&&f d the P&Iii Emplcrw Trustees for the eutusiwz beneht d Employees pwwam to Ouab- tied Plans The Trust Property shall include any incoma resuttq from the irkesl- merddtheama~sotmld. (q) ‘liustees The P&Iii Em- ?&tees and lCMAIRC 78~ elect* by the PublicEmpl~ta~asmembendthaBorrrdd~iusteesd~R~~ M. ARUCLE Il. CREATION AND PURPOSE OF THE TRUsf; OWNERSHIP OF TRUST PROPERTY Sullen 2.1 CraMIon: The Reeunem Tit&i is creaw and wabkhd by ~~uliondthid~~rtiandTiudby(hekustclesadmePuMic Edna- lkttkn2.2Purpow: ThepurposedlMRetirementMittop&defcr the canmrgled inwtmem d funds held by the Pubhc Employerr in connec- tion with their Deferred Cunpensat~on nnd Oual~fied Plans. lhe M Prop arty shall be imusW in the Fwtfdios, in Guaranteed Investment contracts. and in dher imenk recanmended by the h8stmem Adviser under the a$mw&ondtheBcudd-NopartdtheTrustPrcpMywilIkirmsed in wcurihes issued by Public Employers. seollon 2.) ownomhip of lbt pfopwty: lb hstees aham hae bgal We to the h.sI Property. The Pubhc Emp@ers shall be the t%wdicial uwners dthtpocti0ndthcTrustPr~rrl~totha~r~Compensation Plans The pution d the M Property allocable to the Oualitied Plans shall behddIw~Pu~Emp)oyerTNs(eeskriha~u~~s~dme EmprovseS AmaE III. TRUSTEES sootIon 3.1 Numkr and otarn~tion of tluatoos. (a) The Board d Trustees shall cormist d nine Trustees Fii d the TNSMS shall be Ml-time mployees d a Public Employer (the Public Empkryee Trustees) whc are wthcrized by such Public Employer to serve as Trustee ~rmeiningfourTrud~rWIcwais(dtwo~vurho,rl~had dectiontotheBoarddTrurtess,ue manbmdtheBarddDirectorsd lCMAadtwO~who.~~timcd~.ucmam~dthcBoard dDinetorsdRC(the~Tr&ees) OnsdtheTN*esswttorsachrecfor dCMA.~~~d~Trurteeswlhoirrdir~udRC.~.II~6ma dabction,bahHirneompbywsdrPublicEmployer. @)No~mryrsnrs~aT~(a~(hn~~in8ny~~ m. sootIon 2.2 Ehollon and mm. (r)E~kr~kusl~rppoi~toIY~ncisspunwnl(o~35 hued,Um%s!eesrhJlbedeuodbyamtedamajoMydtbePubk Empkwrsinewrdancewiththepmwdwes KltblthinthcBy-LEJ6 . br)&W&~d~lhiee-rh ,drcbdbrrkm bittiiei-~ihmeMmsUbeebaadkratmdtwoyaamandWae . *%steasU&0eaeclbratmndoneywarAt~aubwqrrmlateUion. 8uaeVusawUbseIecmcI&ammdfhe~anUurWhisorhar -i0OCtUlSfKl9uJihd. Saotlon%3- The-whoawM-timeef@qmadPlrblic EmplovrrcW~8Cttl8NOmMing~br~PUdlCE~ Rmea’lh-ng -ahdchmccaMdma brpublicEr@@8e wLlsmasiflmwim1(Y procdwaastloralklhaBylw sacuon a.4 Raalgmb and -. . @)&yhllrnuyWgnashatsc(wlUuutnwdlorpriorau&quwl rxn*bing)byn~runeNinwritingcigtibyth%Meeud~ erleomuluBmaatldudrfwiQn0ionwIbe0bcti*uponsLchdali~, or~~~~~ng(o~brmrd~intnnwnt.Anyd~~ mybo~brcwrabyrvo(rdrrtu#UydthePubhcEmplqmr (blEachPubkEmploymliudeeshdlmaignhsorharpaitiona8h0ae dbnbty~dthe~mwhrhhauNwwawubbealC6mc~ drPubkEm@qm Saatlon 3.8 lhwtaaa Sarrrr In Raprauntatiw tips&y: By arncutiw (hsDadanbcn,uchPud~~Em&uragru~thatthePutkErnpIcr,eeIMee~ ~by~Pu~rErnployrrsm~~~tD~as~~ad~ (IbwsdtMPuthcEmpIupmcdbcb~y. 4mtaE Iv. PowERsoFTmmEEs ~4.l~nonlPomn: TheTiuate8sohAhrethepmburtoconduct ~bumawdtteMand~cmycnhqmdom Budlpohuuifduda hlnr#tUltblhhdo,IhcpawsrtO: (@ncri*th@WU#PrOptyhYmthOPUPublC~FbbliCEmpk?pr -aaherkmteeduyErn&uM; (b)araerintoaawtrar3with~nI~ MvieuproridinQ,amongdher Ihing*~thc~bllrh~mmd~~ond~Pomolio*~dma GuuwlaUIrreSmemCom~inwhich(hcMRopsrtymrykirruB@Od. dediondahmhesmems&theMPrc+mtyandIhcuaymmdfeasmm bkh6btil rbmawnamkh+randtoanysub-i~maclvker rabmd b/thalrhamamAdMcr; (c)mimuanndytheparbmanccdtheI~nlAdviwrandlgprosa rruJytl@eontnaWith&JChI-~; (rJ1bm0mdleinameMProFutyinIhcportblio*me-~ camm0mdharymef --tythBl~W ta4mtedb4dng~isMdq,Rdlic~~thaI8Puhk ~~~-~thatbtnonhbeinm8Wlinspeci(*dPomDlicsa mestmem-.the%uaeesdtheRammmMU mauch~in-ncdrrilhsuch~ (.)krp#uchportiondtheTRdPropertyincashora8htWnws~tha ‘hrYls.lranUnetothne,maydeemtokin8e~i~dlheR0ire nrnlMcraaed~,~hablmyiorir4afwttlwmon; (I)am@and&ain(prb ~rr~mycmmachbt&any~ 8seorotJurpqmnyreceiwdoracquiredbythernasPust0e8hrrrun(kr. Wh0hWUllOlSL&SSCUri(iaOfolhw~warldnomullybOpu~ rim8amemhuwnder; @)causabywcuWsuQthrpopsRyhddasprrldtheM~ (Pkngi~Klch~dlhCMirnmrlrslortn~rvnwdrnai- mandrohddaryirrameminbaarrrm,bultheboolraandd _ dlhe-3ul(rtJlimelhawtMJsuch~~rpmd n,MRogwly; Q-=BIlcrrca rdv#wbdgaMdklirnuyvdJ1dccumemdtmna hrandcorrqmlw*darTyanddouur~Nmemsmatmaybenaouwry orapprcprimelpc0rry~?ha~haraingra~; @vobuponuylbdrbm&a~swu8iw*g;HgcwrrJor~po6g orporvbrzdattomaydthuvdhou~dsuba~ution;awrwary~ wmmnpri~,autlecription~aotheroplionr,andmaloalypy ~inM0maltherH0;~Or~t0.0r0therwir~rticip4tein, cupomtereorganizatiwordhachnQw~lng -=mMd Wegate &ecredionary pmwm and pay any awwwnmb orchargwmcom nactlon thenwith. and Qulerany awrch l ydUwpowndanwnuwith mspecttoQdqbonds,sacuIttieaaUhupropeftyheldaspandtheM f+WW; @uWrintocontracBorr rtanQammskrQcmdsu~ required in cork noctionMththeoperationdthaRetirarnerUliustt,includtng.~notbmited rS contracts with cuScdians and cor&acb Ior the pnwiaon d l &nirmCtratie wnIica8; (k)borrwamisemoneykrthepurpaesdtheRetimmentPustinarch 0rtoum,andupmtimrrnsandcondibcra,asthe~udwmdv& atkpmidedthatIhaapgreoateamoumdsuch~ngrshaHnu~ 3UbbdthewluedtheM~.Noparsonlenbngmoraytothe3u0ew hallkbarndto~~rpp(iutiondIhe~~mgtolnquiraiwac mMty.wpdimwapmpriHydaryauchbom+ng; (I) incur reasonable ~~~uimcfbrtheopentiond(hcRetirasnt ManddeduclsuchaxpulwstromtheMProperty; (m)payexpomeproperiyallochletotheIi4JstP~incurrrdinconfmc- tionwiMtheDderred&mprrPr~onPtuxOualiiPWsortheEmpb,ur hmanddaductsuch eqmaesfmthlportmdthe%ustPrcqmrtyto whomwchaw.pensesartpqx3rly&ceble. (n)py~d~kus,P~rtyJInr~adpsnoMlproDc~Y~,incan Oucssad~~duyudJrkinds~h,inmcopitiocld~~ npropaiylwd.aawaswdunderawtlngatutbwlrvvsupcn,orin~ d.thelruSPropertyand~arysuch~tothe~~ms. (o)~,~adnprarmcB~LN,~tMruchBrlrwsan atJItunescon&islentwiththetermsdthisDacJarumdlrust; @)mpIoypamonstornakw5ilableiWrestsintheRetirkmenthstto mmplw JiQiblc to mrintain a Dd8rrad Corn~nsat~on Plan u-r Schon 457orIQud~~nwdcrSwlionUltd(hclnlarrvlR~nucCodcrs mmdd, (q)itauettteAnnualRejmldtheReti~M.andthediadcsure~ mar% l rul atter lbrature used @ the Retirement Trust. (r)r~kbm~indudin~thepHchucd~~prhd~Uthatdl ~banssh8llbaariMr~atthecummmarWrate; (8) COfttnct bf, Sd dSbJO@ Pny pRlbrL QWItOd hOWU~ to &Ch &C-US agem&emplupsauditom8nd~astheMwsmey~.ponded aMmc’k~~mynd~~tha~m~~inpurg~@).(c) md(o)dlhit~or,4.1mdmym(~erryporrsnilruch~ 8cnmuldvidatetheirSduciarydubas. fp$deictesm~dthed’bwmandltu0wsdthaRmmM vlruura; (u)maimainbOdOandrrad*bc4ww9g~wwumtoraachPubli Empbpr.PuMcEmploysr’lnrllaorEr@qarMand~~aw arateacaumsasarereQuifadunder.andc#waem wim.theDabwadcom prnrtKnorOuMMPlv,dti~Emplcyrr;md QdOJSUChOCk,tOkOWSJdlpWOdlngs,Slld eJwciwdsuchriQt8s mcJpn&qps,Mhou@ndqmcibwymMonadhamin,esthe~mw bemnuwwryorapcmprdtoadminismrthcTiustPropenyandtocarry oulUmpwpomdUmRUmmontM. 3actlon4~DbwbtbndlIwt~: Diw-ensdmMPmp _ atyshdlbnUaO.aonbWalfd,lheP&iiEn ,raPubkEmplqw 1’;4din-tithetMnrdtha-~Ftana - OWjIiedPIamaEmpkyarhahlb-dthaR@i-MW bah4ByprdaUadinmaking~inaceudancewithUwdifactiomd mePubkElnpbjmPLlblic~Mesror~TNstwd~~ ~wlfhwf~ningwbthafuchpyrr#rgafeinaw@iarwwilh~ proMmsd~D0wud~a~PIanaathe~ uadilQmaEmprovrrhrtr ARtlCLE V. DUTY OF CARE AND LIABlW OF TRUSTEES SmctlonS.lDuty0fCm: Inwfcisingthepah8fshereinbdoragRntadto ~M~Mkustehs~I~rH~within~r~orityla~ ood~pwpo6edprcuidrngben&sforthePudicEmp@wsinconrmc- tiWith-CUTl~PhrlSalldPdlliCEmployer-plarm( coousl~pLlnaand~lper(ormrudrrcts~thecare,skill,~~ and cliliince in the circumshwes then prtiling that a prudem person act- inginalik~~adfamil~rwithtuCh~RwOuldu9sintheconduc( danenterpnsedalik~randwilhli&riM &cthS.2L@i2ty: ThelhHeesDhallnuhe~brarytistakdjudg- ~or~r~onUksninOood~,adkranyrctiontrrkenorommed inrd~neinOoodbrithupon~bodgdcwroumordher~d~ RetiramentTnnl,upontheo@r&ndcounsel,oruponrapartsmadetothe ~~Mbyayda~an~oragen(saby~I~~ msntAdvbroratywMmWment adviser, accour4ants, apprabsor dher reopens or cwsultanls wkted with rBBsoM tie care by the T~stee~. dkers or amployeer d the Retwrnen~ Trust. The Trustees shall also nd be liable for uylosswstal~bytheTNsl~byrcrasondanyirrusstmen(mede hgood~udin~neewi(hmc~ndarddean,set~in~Bl. kctlonS.3bond: NoTrusleeshallbecbligatedto~arybondordbr &wAlyfwthepMormancedarvjdhiiwherclufieshoreundar. ARTlCLEVl.ANNlU’ -3RT TO SHAREHOLDERS Tt10Twstee6rWIanWtyubmiltothaPhkEmpbyersandPuKcEm@epr %.&aaawrlttmmporldthtnmwhnsdftre~rwwt’tuat.irdudinglinrrr daf0atemmb.which~be~byindependsn(pubiicaccoumams~ aanb/tha7iLaaea ARTICLE VII. DURATbON OR MIENDYENT OF RETIRE&NT TRUST SocUon7.1Wlt- Af’t.dScEmpklaraPutkEm@qwTbstaemry, ~anytirna~tranti~rarWnt%mtbyddiwringtoUw6oar8d luueesawriaan~ d bwithclmwl. In wch aamwm, u-le Public Em#ujmrorPubkE~~haN ----pro0 artyaWocabIetothePubkEmpJ@eriscleriwdfmrn canpsnsattid0ened byemplc+wsdauchPubkEm@u,erpuwanttoitsDabrredCompwa. tionPlanorfrorncorwikution@tothau#ur#sdEm~pursuant~a talMkdPlan,andrhll~namale--m~sudl~ ahallbetran&rredbytheh&3esdtbeRetirementhrrtortythe~ dtheEmpb)erkst. &O&II 7.2 hmtkn: The t3ebrament M shall conb;nue until brminated tythevdedam@oritydtt!6PubiicEmplotws.eachcasti~onewteUpcn termination, all d the Test Property shall be paid oul to the Pubk Empiqers. WcEmpluprIu&esortheIu&esdtheEm~~asappmpWe Sutbn7.3- Tta~RdirementMmaybeamended by-- damajoritydthePublicE~aachcastingona~ Sactlon 7.4 Pmadun: A rwolution to terminate or amend the Retiremom Mor~remwaTrutrurrteashallbesubmitWtoardthuPut4icEmpkyws 1:Q)amejorityd~~~sodirsa,or;(ii)r~on~ucstingavda riOnedbynd~than25%dthaPubliCErnpl~iorubnmad(othe AWlCLE VIII. YISCELLANEOUS Soctb 8.1 Dwvmlng bw: Except as otherwise required by ae or laxI law. this Declaration d ?fusl and the Retirement TNSI hereby crsated shall be constrwd*nd~ulatedbythaLwdtheDirtricldCdumbia. &ctlon 2.2 Cwntwparb: This Dadaration may be exacuwd by the Public Employers and Trustees in tw cn more counterparts. each d whch shall be deemedanoriginalbufe#dwhichtcgethmshallcxmhtemandthcsame if&NfllUlt. ** Approved by the Carlsbad City Council, Res.# 88-136, on 4/26/88 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION DEFERRED COMPENSATION PLAN Amended as of June 28. 1974 and March 23.1979 It is hereby agreed that this DEFERRED COMPENSATION PLAN shall be in effect on the date upon which the Employer has caused it to be executed by an official affixing his signature on behalf of the Governing Body in the space provided below. However. the DEFERRED COMPENSATION PLAN will not be legally binding upon the International City Management Association Retirement Corporation until a Noticeof Plan Acceptance has been supplied by it. Legal Nanie of the Employer Attest for the Employer: For the Employer. Signature of Authorized Official Date of Signature Prini Name and Title SEE INSTRUCTIONS FOR IMPLEMENTATION PRIOR TO COMPLETING THIS SECTION Complete the following prior to mailing this Agreement to the Retirement Corporation. Full Name (City of, County of, etc.) CITY c)F ~~~-- Title of Official to whom correspondence and reports are to be mailed: (not name) pp--.--c~ - Address: (include zipcode) ..-BXLElmAverme.rlsbsd.CA92008 ____ -- Employers’ Federal Tax Identification Number: 95-6004793 __--.--.-- _-__-.----~ __.- -_ How often will you make contributions? BGJ?e&ly What is the date of your first contribution? Not Available Total Number of Employees:. 310 Number of employees eligible to participate. 310 . .* I PRELIMINARY STATEMENT ESTABLISHMENT OF THE PLAN AMENDMENTS The International City Management Association Retirement Corpora- tion, hereinafter the Retirement Corporation or ICMA-RC, is a nonprofit Delaware Corporation. It has been classified as a tax-exemptorganization under the provisions of Section 501 (c)(3) of the Internal Revenue Code. As an aid in the improvement of state and municipal administration in general, the Retirement Corporation is organired for the purpose of receiving and investing deferred compensation funds of state and local governments and their related and controlled public interest organizations which are tax-exempt under Section 501 of the Internal Revenue Code, hereinafter referred toas”Empfoyers”; toactas trusteeand/oragentfor thecollection and reinvestment of the income therefrom: and to act as agent for such Employersandattheirexplicit directiiforthediatributionof thefundsand assets of their accounts to their participating Employee3 (including independent contractors) in accordance with options provided in this International City Management Association Retirement Corporation Deferred Compensation Plan, hereinafter referred to as the”Plan,” or the “ICMA-RC Plan.” The ICMA-RC Plan is set out below in two parts: I. The Deferred Compensation Employment Agreement: and II. The Master Trust Agree ment. As set out below, the Employer adopts this Plan as its Agreement with the participating Employe&and ICMA-RC. and the Employees shall participate in the Plan through the execution of a Joinder Agreement, which by its terms incorporates all of the provisions of the Plan. A copy of the Plan shall be supplied to each Employee for his study and under- standing prior to his execution of the Joinder Agreement. The Employers, through their participation in the Plan, express their desire to have the benefit of the continued loyalty, service and counsel of their Employees and to assist them in providing for the contingencies of old age dependency, disability, and death. This Plan may be amended from time to time for purposes of assuring its conformance to the requirements of any applicable law or rule or regula- tion pursuant thereto, and to preserve the tax-exempt status of the Plan and the Retirement Corporation. No amendment may either directly or indirectly operate to derive any participating Employer of its beneficial interest in the Trust as it is then constituted. The Retirement Corporation will notify the participating Employers of any amendment to this Plan no later than sixty days prior to its effective date. Any such amendment will become effective after the expiration of that period of time, except as to those Employers as may file an objection. No amendment proposed by participating Employers shall be effective unless agreed to by the ICMA Retirement Corporation over the signature of an Officer. PART I. DEFERRED COMPENSATION EMPLOYMENT AGREEMENT 1. Deferred Compensation-Initial Decision-Future Changes-Limits 1.1 For the purpose of this Plan the following definitions apply: a “Total compensatron” is the total of compensation to be paid by the Employer for the services of the Employee, regardless of the terms used for its components, as, for example, “base pay,” “in addition to base pay, ‘* “employers contributions.” etc.; b. “Deferred compensatron” is that amount or percentage of the total compensa!lon of the Employee which the Employer currently defers from the payment to the Employee, and, instead, deposits same into a Deferred Compensation Account with the Retirement Corporation under the terms of this Plan. Deferred compensation may include amounts from or percentages of both “base pay” and “employer’s contributions” or it may include amounts from or percentages of only one of these components. c. “Current compensation” IS that portion of the Employee’s total compensation which is not deferred compensation as deferred compensation IS defined herein; and d. “Base pay” IS the stated salary of the Employee 1.2 1.3 1.4 1.5 Compensation may be deferred for any calender month only if a Joinder Agreement for such deferral has been entered into before the beginning of such month. The determination of the initial amount or percentage and of any future change in amount cr percentage of deferred compensation must be made before the beginning of the calendar month for which the compensation is payable. Such future changes may be mademore frequently than once per calendar year only at the express direction of the Employer. The amount of total compensation may be adjusted from time to time without altering the terms of this Plan. However, the per- centageor amount of deferred compensationmay beadiusted only in accordance with 1.2 above. Any such adjustment of the per- centage or amount of deferred compensation shall be com- municated to the Employer’s agent, the Retirement Corporation. and the deposits in the adjusted percentages or amounts. if changed tram the prior existing percentages or amounts, shall thereafter be made by the Employer mto its Retrrement Corpora- tion Account. Compensation deferred under the Plan for any Employee’s taxable year beginning after December31.1978. shall not exceed the lesser of (1) S7SOO. or (2) 33-l/3 percent of the difference between an Employee’s total compensation and his deferred compensation. except as provided in 1.5 below. For one or more of the Employee’s last three taxable years ending before he attams normal retirement age under thePlan. the ceiling set forth in Paragraph 1.4 above shall be the lesser of - a $15,OCKI. or b. the sum of - (1) the Planceiling estabkshed for purposes of Paragraph 1.4 for the taxable year (determined without regard to this Paragraph). plus (2) so much of the Plan ceiling established for purposes of Paragraph 1.4 for taxable years before the taxable year as has not theretofore been used under Paragraph 1.4 or thi$ Paragraph. The amount ot compensation deferred under this Paragraph shall not exceed an Employees total compensation The wordsnormal retirement age.” as used In this Paragraph. shall mean the “designated age.” as defined In Paragraph 6 below. 2. Deterred Compensahon Account. Under this Plan. deterred compen- sation shall be credited and paid rnto the Trust established and maintained with the lnternatlonal Crty Management Association Re- tirement Corporation as Trustee. The Retirement Corporation IS a nonprofit corporation formed for the specfic purpose of investing and otherwise administenng the funds of said Trust. The Trust may be revoked at any time by the Employer. and upon revocation of said Trust, all of the assets thereof shall return to and revert to the Employer. The Employer shall keep accurate books and records with respect to the Employee’s total compensation or other earned income and wrth respect to amounts paid into said Trust 3. Ownership of Funds Neither the Employee nor any beneficiary thereof shall have any interest whatsoever m the funds pard rnto the Deferred Compensation Account, in the property or rights purchased with such funds. or In the Income attributable to such funds. property, or rights. vr*rch shall at all hmes remain as assets of the Employer. subject to Its absolute domtmon. costrol. and right of withdrawal untrl such time as the funds or assets of the Account are drstnbuted to the Employee in accordance with the provlslons of this Plan. The obligation of the Employer to pay deferred compensatron IS contractual only. the Employee havmg no preferred or special Interest or claim. by way of trust. annurty. or olherw6e. m and to the spectfrc funds and assets held m the Deferred Compensatron Account The contractual obltgatlon of the Employer to pay the funds and assets In its Deterred Compensation ACCOunl to the Employee or h&s beneflclary on the applicable dlstnbu:lon date’shall be a continuing obligation upon the Employer, and shall not be relieved by any agreement between the Employer and any other party, except as provided in Section 2 of Paragraph 13 of this Plan, and shall not be affected in any manner by amendment or revocation of the Trust referred to in Paragraph 2 herein or by reversion of the Trust Funds to the Employer. The provisions of this Paragraph shall supersede and control any other provision of this Plan which could be interpreted to be in conflict therewith. 4. Administration of Funds. The funds deposited in the Deferred Compensation Account shall be invested and reinvested by the Retire- ment Corporation, as provided for in the Trust Fund described in Part II of this Plan, in any manner which in its sole discretion it deems desirable, without regard at any time to any legal (imitation governing the investment of such funds. The Account shall also reflect the gain or loss resulting from the investment and reinvestment thereof. This Trust Fund may be commingled with others established by the Trustee with other Employers under this Plan. 5. Designation of Investments. Each participating Employer. being advised of the preferences of. and for the benefit of each of its participating Employees, shall designate the percentage of the deferred compensation involved which shall be invested in the respective types of investment funds (accounts) of the Retirement Corporation, such as the Equity (Variable) Fund or the Fixed*lncome Fund, unless the laws of the applicable state or local government require otherwise, in which case those laws shall govern. Future elections to change the percentage to be invested in each type of Fund may only be made prior to and for the next succeeding annual period of service for which the compensation is payable by filing written notice thereof with the Retirement Corporation. Such notice will not be effective until received by the Retirement Corporation, 6. Payment of Deferred Compensation. The words “designated age,” as used in this Paragraph and in Paragraph 10 of this Plan, shall mean the designated age which appears in the Joinder Agreement executed by the participating Employee. These words, as used in this Paragraph, in Paragraph 10, and in the Joinder Agreement, shall also include the following, without repetlhon therein: “or later, in the sole discretion of the Employer, at the end of his employment agreement, if Employee continues in the employ of the Employer after he attains the designated age.” Except as provrded in Paragraph 9 (unforeseeable emergency), no payments of deferred compensation shall be made prior to an Employee’s separation from service with the Employer. At such time as the Employee reaches the designated age, becomes permanently disabled, or dies, whichever occurs first, he, or his beneficiary or beneficiaries, nominee or estate is/are entitled to recefve payment from the Deferred Compensa- tion Account outstanding on the date on which one of the foregoing occurs. Payments occasroned by the Employee having reached the designated age, becoming permanently disabled, or by his death shall be made in accordance with the prowsions of Paragraph 7 hereof as follows: a. Payments in monthly, quarterly, semi-annual, or annual payments over the period of Itfe expectancy of the Employee in accordance with the following procedure: Upon reaching the designated age, or becoming permanently disabled from permanent full-time employment, whichever first occurs, the Employee’s life expectancy shall be determined by reference to Standard U.S. Mortality Tables; the amounts of assets and accumulahons in the Deferred Compensation Account shall be computed together with a reasonable rate of return on said assets, less the amount of expected monthly distribution, over the life expectancy of the Employee; and a monthly amount shall then be mathemahcally determmed. the payment of which, in equal monthly installmenfs over the period of the life expectancy of the Employee, shall completely deplete the said Account at the end of the last year of life expectancy; or b. Payments in monthly, quarterly. semi-annual, or annual payments m accordance with the following procedure: Unless the Employee’s employment terminates prior to the time he attains the designated age, amounts equal to the benettta received by the Employer, under retirement annufty policies, shall be paid to the Employee, at such time as heaftaii thedesignated age; or, in the case of death, payment to his beneficiary of beneficiaries, nominee or estate pursuant to the procedurea provided in said policies and Paragraphs 7 and 8 of this plan; 01 c. Payments in monthly. quarterfy, semi-annual, or annual install- ments over a period of not exceeding ten (10) years, said payments to include a reasonable return on the funds, assets and accumulatii in the Deferred Compensation Account, less the amount of expected monthly. quarterly, semi-annual, or annual distrihdiocl, over the said ten (10) year period; or d. One lump-sum payment. 7. Selection of Method of Payment. The method of payment shalf be selected by the Employer, acting through the Refirement Corporation, as its duly authorized agent, due consideration being given to health, financial circumstances and family obligations ot the Employee. In thfs regard, the Employee may be consulted; however, heahaff havenovoice in the decision reached. 6. Payments in the Event of Death. a During the Period of Distribution. In the event of the Employee’s death during the period of distribution, the Empfoyee’s beneficiary shall be entitled to receive payments in accordance with the payment . method being employed at the time of the Empfoyee’s death. With the consent of the Employer, acting through the Retirement Corporation as its duly authorized agent, said beneficiary may elect to receive a lump sum in lieu of installment payments. b. Prior to Distribution. In the event of the death ofthe Empfoyeeprfor to the distribution, the funds and assets of the Deferred Compensa tion Account shall be paid in accordance with one of the methods described in Subparagraphs a. b, c, or d of Paragraph 6 hereof. The selection of said method shall be made by the Employer acting through the Retirement Corporation as its duly authorized agent. 9. Payments in the Event of Unforeseeable Emergency. tn the event that a participating Employee is faced with an unforeseeable emergency (db termined in the manner prescribed by Federal regufatfon), the Employer may direct the Retirement Corporation as agent to make diabursamenh from the Deferred Compensation Account of amountsr e8soMblyneces- sary to satisfy the emergency needs of the Employee. 10. Payment Dates. Payments shall commence on the first day of the month, following the attainment of the designated age, or later, on the first day of the month after the end of his employment agreemen t. it Employee continues in the employ of the Employer after he attains the designated age, or likewise following permanent disabffity. or death; and, in thecaseof installment payments, shall be made continuously thereafter on the first day of each succeeding month, or, in the event quart&y, semdnnual. or annual payment installment periods are applied then continuousty thereafter on the first day of each succeeding monthwhich begins the time period(quarterly, et&) involveduntilsuch timeastheD&rredCompensa tion Account is depleted in its entirety. 11. Dtsaursmg Agent. The Retirement Corporation shall act as agent of the Employer for purposes of disbursing payme&. Theuftimateobligatio for making such payments. however, shall remain with the Empfoyer. 12. Accumulation During the Distribution Period. Outing the period of distribution, the Employee or his beneficiary or beneficiaries. nominee or estate, as the case may be. shall continue to be credited with all the interest, accumulations, and increments on the undistributed funds and assets in the Deferred Compensation Account, until such Account is depleted in its entirety. 13. Section 1. Termination of Employment. Upon termination of the Employee’s services, for any reason other than death, the funds, assets, and accumulations in the Deferred Compensation Account shall not be transferred to an account with a new employer of the Employee, and, instead, they shall remain in the original Account as assets of the old 3 C Employer until such time as they are distributed in accordance with the provisions of this Plan, except as provided in Section2 of this Paragraph. Section 2. Transfer of Employment with Consideration Between Employers-Tripartite Agreement. In the event the Employee accepts employment with a new employer participating in the ICMA-RC Deferred Compensation Plan, then, if the past Employer finds that it has no present or future need of the funds, assets, and accumulations in the said Account for the payment of its general creditors or for any other purpose what- soever, in consideration of its desire to avoid the continuing expense of maintaining records, and receiving, examining, verifying and filing annual reports of the Retirement Corporation, and in consideration of avoiding the possible future expenses of litigation of Employee’s continuing cop tractual rights to payment of deferred compensation on his retirement as herein provided in the event of any possible future revocation and withdrawal by the past Employer of the funds, assets, and accumulations in the said Account, the past Employer may, at its discretion, authorize the Retirement Corporation, as its agent, to propose to the new Employer that the funds, assets, and accumulations of the said Account be transferred to the ownership, control, and right of withdrawal of the new Employer, and to do so in the event the new Employer, in consideration of the increased value of the Employee’s services by reason of the experience gainedwhile in past employment, agrees to accept same, and the respective Employers and the Employee sign an appropriate form of Agreement in which thenewEmployeralsoagreestoassumethecontinuingcontractual liability to pay deferred compensation so transferred upon retirement of the Employee and the Employee releases the past Employer from said continuing obligation to do same. Section 3. Payment of Deferred Compensation after Termination of Employment. In the event a participating Employee separates from servicewiththeEmployerprior to thedesignatedagewhichappearsinthe Joinder Agreement, the Emplayer may direct tne Retirement Corporation, as agent, to distribute the funds and assets of the Deferred Compensation Account to the Employee in one lump-sum payment. 14. Losses. The Employer shall not be responsible for any loss due to investment or failure of investment of funds and assets in said Deferred Compensation Account nor shall the Employer be required to replace any loss whatsoever which may result from said investments. 15. Nonassignability of Deferred Compensation. The Employee during his lifetime shall not be entitled to commute, encumber, sell or otherwise disposeof hisrightstoreceivedeferredcompensationpaymentsprovided for herein, and the right thereto shall be nonassignable and nontrans- ferable. In the event of any attempted assignment or transfer thereof, the Employer shall have no further liability under this Agreement. 16. Participation in Other Employee Benefit Plans. Nothing herein con- tained shall in any manner modify, impair. or affect the existing or future rights or interest of the Employee (a) to receive any employee benefits to which he would otherwise be entitled, or(b) as a participant in any future pension plan, it being understood that the rights and interests of the Employee to any employee benefits or as a participant or beneficiary in or under any or all such plans respectively shall continue in full force and effect unimpaired, and the Employee shall have the right at any time hereafter to become a beneficrary under or pursuant to any and all such plans. 17. Definitions. The meaning of any term or terms, phrase, clause, or sentence used in this Agreement, which is also used in the By-Laws of the Retirement Corporation, shall be defined as these are defined in ARTICLE ll, Section 2 of the By-Laws, Masculine pronouns, whenever used herein, include the feminine pronouns, and the singular includes the plural unless the context requires another meaning. 18. Valid@ of Agreement. This Agreement shall not be valid or en- forceable unless signed by an officer of Employer, authorized by the govermng body of the Employer, as, for example. the City Council, and unless this Agreement is implemented by the execution of the Joinder Agreement. PART II. MASTER TRUST AGREEMENT AGREEMENT made by and between the aforenamed Employer and the International City Management Association Retirement Corporation (hereinafter the “Trustee” or “Retirement Corporation”), a nonprofit corporation organized and existing under the laws of the State of Delaware, for the ourpgse of investing and otherwise administering the funds set aside by Employers in Connectron with Deferred Compensation Agreements with Employees. WHEREAS, the Employer desires to enter into agreements with its Employees whereby its Employees agree to defer payments of specified percentages of or amounts from their total compensatiin as “deferred compensation” is defined in said agreements until the occurrence of certain events; WHEREAS, in order that there will be sufficient funds available to discharge the foregoing contractual obligations, the Employer desires to set aside periodically amounts equal to the amount of comPensation deferred; WHEREAS, the funds set aside, together with any and all investments thereto, are to be exclusively within the dominion, control, andownership of the Employer, and subject to the Employer’s absolute right of with- drawal, the Employee having no interest whatsoever therein; NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in Deferred Compensation Accounts for the Employer; (b). the Trustee covenants that it will hold said sums, and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated; and (c) the parties hereto agree as follows: ARTICLE I. General Duties of the Parties. Section 1.1. General Duty of the Employer. The Employer shall make regular periodic payments equal to the amounts of its Employees’ compensation which are deferred in accordance with the terms and conditions of Deferred Compensation Employment Agreementswithsuch Employees, or with any subsequent modification thereof. Section 1.2. General Duties of the Trustee. The Trustee shall hold all fundsreceived by it hereunder, which, togetherwith theincometherefrom. shall constitute the Trust Funds. It shall administer theTrust Funds, collect the income thereof, and make payments therefrom all as hereinafter provided. TheTrustee shall also hold all Trust Funds which are transferred to it as successor Trustee by the Employer from existing deferred compensation arrangements with its Employees which meet the same Internal Revenue Code requirements which govern the ICMA-RC Deferred Compensation Plan. Such Trust Funds shall be subject to all of the terms and provisions of this Agreement. ARTICLE II. Powers and Duties of the Trustee in ItWefJtmetIl. Administration, and Disbursement of the Trust Funds. Section 2.1. Investment Powers and Duties of the Trustee. The Trustee shall have the power in its discretion to invest and reinvest the principal and income of the Trust Funds and keep the Trust Funds invested, without distinction between principal and income, in such securities or in other property, real or personal, wherever situated. as the Trustee shall deem advisable. including, but not kmited to, stocks, common or preferred, bonds. retirement annutty and insurance policies. mortgages. and other evidences of indebtedness or ownership. and in common trust funds of approved financial or investment institutions. with such institutions acting as Trustee of such common trust funds. or separate and different types of funds (accounts) including equity. fixed- income, and those which fulflll requirements of state and local govern- mental laws, established with such approved fmancial or investment institutions. For these purposes, these Trust Funds may be commingled with others established by the Trustee under this form of agreement with other Employers. In making such Investments. the Trustee shall not be subject at any time to any legal limitahon governing theinvestment of such funds. Investment powersand investment drscretionvestedin theTrustee 4 by this Section may be delegated by theTrustee to any bank, msurance or trust company, or any investment advisor, manageroragent selected by it. Section 2.2. Administrative Powers of the Trustee. the Trustee shall have the crower in its discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same in trust. (b) Tosell, exchange, convey, transferorotherwisedisposeofany securities or other property held by it, by private contract, or at public auction. No person dealing with the Trustee shall be bound to see the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganirations or other changes ef- fecting corporate securities, and to delegate discretionarypowers. and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or‘other property heldas part of the Trust Funds. (d) To cause any securities or other property heid as part of the Trust Funds to be registered in its own name, and to hold any investments in bearer form, but the books and records of the Trusteeshailatall timesshowthatallsuchinvestmerttsareapartof the Trust Funds. (e) To borrow or raise money for the purpose of the Trust in such amount, and upon such terms and conditions, as the Trustee shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Funds. No person lending money to the Trustee shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing. (f) To keep such portion of the Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be in the best interest of the Trust created hereby, without liability for interest thereon. (g) Toacceptandretainforsuchtimeasitmaydeemadvisableany securities or other property r&eived or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investments hereunder. (h) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate tocarryout the powers herein granted. (i) To settle. compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Trust Funds; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Funds in all suits and legal and administrative proceedings. (j) To do all such acts. take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from the Trust Funds. The Employer hereby appoints the Trustee as its agent for purposes of selecting the method by which distributions from the Trust Funds are to be made, as well as for purposes of making such d!strlbutions. In this regard the terms and conditions set forth In the Agreements to be executed between the Employer and its Employees, and any subsequent modifications thereof, are to guide and control the Trustee’s power. Section 2.4. Valuation of Trust Funds. At least once a year as of Valuation Dates designated by the Trustee. the Trustee shall determine the value of the Trust Funds. Assets of the Trust Funds shatt be valued at their marketvaluesat thecloseof businessontheVatuatiDate,or, inthe absence of readily ascertainable market values as the Trustee shatl determine, in accordance with methods consistently followed and rmt- formly applied. ARTICLE III. For Protectton ol Truat~ Section 3.1. Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting to have been signedon behalf of theEmployerwhich theTrusteebetievestohavebeen.stgnecfbya duly designated official of the Employer. No communkzatt ahaft be binding upon any of the Trust Funds or Trustee untit they are received by the Trustee. Section 3.2. Advice of Counsel. The Trustee may consult with any legal counsel with respect to theconstructionof this Agreemen 1. itsdutiea hereunder, or any act, which it proposes to take or omit, and shall not be liable for any action taken or omitted in good faith pursuant to su& advice. Section 3.3. Miscellaneous The Trustee shall use ordinary care and reasonable diligence, but shall not be liable for any mistakeof judgment or other action taken in good faith. TheTrustee shall not be liable for any loaa sustained by the Trust Funds by reason of any investment made in good faith and in accordance with the provisions of this Agreement. The Trustee’s duties andobligations shall be limited to those expressty imposed upon it by this Agreement, notwithstanding any reference of the Plan. ARTtCLE IV. Taxes, Expanses and Compomation of Tn#ee, Section 4.1. Taxes. The Trustee shall deduct fromand charge against the Trust Funds any taxes on the Trust Funds or the income thereof or which the Trustee is required to pay with respect to the interest of any person therein. Section 4.2. Expenses. The Trustee shall deduct from and charge against theTrust FundsallreasonableexpensesincurredbytheTrusteein the administration of theTrust Funds, including counsel. agency and other necessary fees. ARTICLE V. Sefflement of Accounts. The Trustee shall keep ac- curate and detailed accounts of all investments. receipts, disbursements, and other transactions hereunder. Within ninety (90) days after the close of each fiscal year, the Trustee shall render in duplicate to the Employer an account of its acts and transacttons as Trustee hereunder. lt any part of tne Trust Fund shall k mvesteci rnrougn me medium of any common, collectrve or commingled Trust Funds, the last annual report of such Trust Funds shall be submitted with and incorporated in the account. Ifwithinninety(9O)daysafterthemailingof theaccountoranyamended account the Employerhasnot filed with theTrustee noticeof anyobjectii to any act or transaction of the Trustee. the account or amended account shall become an account stated. If any objection has been filed, andif the Employer is satisfied that it should be withdrawn or if the account is adjusted to the Employer’s satisfaction, the Employer shall in writing filed with the Trustee signify approval of the account and it shall become an account stated. When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and released, asif suchaccounthad beensettledandallowedbyajudgmentor decree of a court of competent junsdiction m an action or proceeding in which the Trustee and the Employer were parties. The Trustee shall have the right to apply at any time to a court of competent jurisdiction for the judicial settlement of its account. ARTICLE VI. Resignation and Removal of Trustee. Section 6 1 Resignation of Trustee The Trustee may resign at any 5 time oy filing with the Employer its written resignation. Such resignation shall take effect sixty (60) days from the date of such filing and upon appointment of a successor pursuant to Section 6.3., whichever shall first occur. Section 6.2. Removal of Trustee. The Employer may remove the Trustee at any time by delivering to the Trustee a written notice of its removal and an apppointment of a successor pursuant to Section 6.3. Such removal shall not take effect prior to sixty (60) days from such delivery unless the Trustee agrees to an earlier effective date. Section 6.3. Appointment of Successor Trustee. The apointment of a successor to the Trustee shall take effect upon the delivery to the Trustee of (a) an instrument in writing executed by the Employer appointing such successor, and exonerating such successor from liability for the acts and omissions of its predecessor, and(b) an acceptance in writing, executed by such successor. All of the provisions set forth herein with respect to the Trustee shall relate to each successor with the same force and effect as if such successor had been originally named as Trustee hereunder. If a successor is not appointed within sixty (60) days after the Trustee gives notice of its resignation pursuant to Section 6.1.. the TNStee may apply to any court of competent jurisdiction for appointment of a successor. Section 6.4. Transfer of Funds to Successor. Upon the resignation or removal of the Trustee and appointment of a successor, and after the final account of the Trustee has been properly settled, the Trustee shall transfer and deliver any of the Trust Funds involved to such successor. ARTICLE VII. Duration and Revocation of Trust Agreement. Section 7.1. Duration and Revocation. This Trust shall continue for such time as may be necessary to accomplish the purpose forwhich it was created but may be terminated or revoked at any time by the Employer as it relates to any and/or all related participating Employees. Written notice ot such termination or revocation shall be given to the Trustee by the Employer. Upon termination or revocation of this Trust, all of the assets thereof shall return to and revert to the Employer. Termination of thisTrust shall not, however, relieve the Employer of the Employefs continuing obiigation to pay deferred compensation upon the applicable distribution da:e to any and/or each Employee with whom the Employer has entered into a Deferred Compensation Employment Agreement. Section 7.2. Amendment. The Employer shall have the right to amend this Agreement in whole and in part but only with the Trustees written consent. Anysuchamendmentshail becomeeffectiveupon(a)deiiveryto theTtusteeofawritten instrumentofamendment. and(b) theendorsement by the Trustee on such instrument of its consent thereto. ARTICLE VIM. Miscellaneous. Section 6.1. Laws of the State of Delaware to Govern. This Agreement and the Trust hereby created shall be construed and regulated by thelaws of the State of Delaware. Section 6.2. Successor Employers. The term “Employer shall include any person who succeeds the Employer and who adopts the Deferred Compensation Plan of the Retirement Corporation and becomes a party to this Agreement with the consent of the Trustee. Section 6.3. Withdrawals. The Employer may, at any time, and from time to time, withdraw a portion or all of the Trust Funds created by this Agreement and related Deferred Compensation Employment Agreements. Section 6.4. Definitions. Definitions in the By-Laws of terms, phrases, etc.. used herein apply to the same herein. The masculine includes the feminine and the singular includes the plural unless the context requires anciher meaning. - V; JITE IT - DON’T SAY b .‘! Date l/lo 19 94 To File From Karen RE: AGREEMENT WITH ICMA 0 Reply Wanted q lNo Reply Necessary A copy of the signed agreement and Resolution No. 94-7 were given to Debbie OCampo of Human Resources Dept. this morning to forward to ICMA. K. AIGNER FORM NO. 5!W32 l RlNTED IN “IA