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83-WWW RESOLUTION 83- !~?~](J A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA, ADOPTING THE ICMA DEFERRED COMPENSATION PLAN AND EXECUTING THE ICMA RETIREMENT TRUST FOR THE CITY OF BOYNTON BEACH, FLORIDA. WI{EREAS, the Employer maintains a deferred compensation plan for its employees which is administered by the ICMA Retirement Corporation (the "Administrator"); and WHEREAS, the Administrator has recommended changes in the plan document to comply with recent federal legislation and Internal Revenue Service Regulations governing said plans; and WHEREAS, the Internal Revenue Service has issued a private letter ruling approving said plan document as complying with Section 457 of the Internal Revenue Code; and WHEREAS, other public employers have joined together to establish the ICMA Retirement Trust for the purpose of representing the interests of the participating employers with respect to the collective investment of funds held under their deferred compensation plans; and WHEREAS, said Trust is a salutary development which further advances the ~uality of administration for plans administered by the ICMA Retirement Corporation. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: Section 1. The City Council hereby adopts the deferred compensation plan, attached hereto as Appendix A, as an amendment and restatement of its present deferred compensation plan administered by the ICMA Retirement Corporation, which shall continue to act as Administrator of said plan. Section 2. The City Council hereby executes the ICMA Retirement Trust, attached hereto as Appendix B; and Section' 3. The City Council hereby adopts the trust agreement with the ICMA Retirement Corporation, as appears at Page 1 of 2 Appendix C hereto, as an amendment and restatement of its existing trust agreement with the ICMA Retirement Corporation, and directs the ICMA Retirement Corporation, as Trustee, 'to invest all funds held under the deferred compensation plan through the ICMA Retirement Trust as soon as is practicable; and Section 4. The-City Manager shall be the coordinator for this program and shall receive necessary reports· notices, etc. from the ICMA Retirement Corporation as Administrator, and shall cast, on behalf of the Employer~ any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. PASSED AND ADOPTED THIS ~ ~ day of _~~~j' CITY OF BOY.ON BEACH, FLORIDA · 1983 ATTEST: /C~ty Clerk (Corp. Seal) nc il Page 2 of 2 ICMA RETIREMENT CORPORATION August 31, Mr. Peter L. Cheucy City Manager P.O. BOX 3,10, 120 N.E. 2ND AVE BOYNTON BEACH, FL.O~IDA 33435 1120 Area Code 202 G Street 737-6616 Northwest Suite 700 Toll free 800 Washington DC 424-9249 20005 Dear--Mr. Cheu cy = Due to-recent federal regulations and .a decision to more dir. ectly involve employers in the administration of our deferred compensation pla.n~ we are amending the plan document and asking that you also ,i, oin the IC~A Retir,ement Trust. A full ,explanation of these changes is attached. The plan document we presently administer for you allows for amendments to become effective if you do not file an objection Within 60 days of our notice to you. --This. letter provides that notice. However, we have packag.ed the r,evised plan with a resolution for your governing body which addresses its adoption of the revision, as well as a Declaration of Trus~ for the IC;~A Retirement Trust and certain minor amendments to the curren~ trust agreement between you and the Retirement Corporation. The new Retirement Trust provides for your partic~pati,on i,n the electioo of trustees t,o oversee the conduct of the program., but will not result in a change in the under.lying investments. ~e betiewe this new structure further demonstrates our commitmen~ to the welfare of our participating employers and ,employees. O.n October 24, }983, the ballots for electing the first Board of Trustees will be mailed to those employers which have formally adopted the trust. If ypu have any questions, please call toll-free at 800-a24-924:g. Sincerely, Peter L. DeGroote ,President PLD/mam Enc. The ICMA Retirement Corporation is the administrator of a deferred compensation retirement plan for state and local government under the sponsorship of: International City Management Association · Municipal Finance Officers Association · International Personnel Management Association · National Institute of Municipal Law Officers · National League of Cities · American Society for Public Administration · Amedcan Institute of Planners · Amedcan Society of Planning Officials o American Public Works Association · Amedcan Public Power Association · Building Officials and Code Administrators International · American Association of Airpod Executives · International Institute of Municipal Clerks · American Public Gas Association ·Intemational Association of Assessing Officers SAMPLE RESOLUTION FOR PARTICIPATING EMPLOYERS RESOLUTION OF ("Employer"). WHEREAS, the Employer maintains a deferred compensation plan for its employees which is administered by the ICMA Retirement Corporation (the "Administrator"); and WHEREAS, the Administrator has recommended changes in the plan document to comply with recent federal legislation and Internal Revenue Service Regulations govermng said plans; and ' WHEREAS, the Internal Revenue Service has issued a private letter ruling approving said plan document as complying with Section 457 of the Internal Revenue Code: and WHEREAS, other public employers have joined together to establish the I CMA Retirement Trust for the purpose of representing the interests of the participating employers with respect To the collective investment of funds held under their deferred compensation plans; and WHEREAS, said Trust is a salutary development which further advances the quality of administration for plans administered by the ICMA Retirement Corporation: NOW THEREFORE BE IT RESOLVED that the Employer hereby adopts the deferred compensation plan. attached hereto as Appendix A. as an amendment and restatement of its present deferred compensation plan administered by the ICMA Retirement Corporation, which shall continue to act as Administrator of said plan; and BE IT FURTHER RESOLVED that the Employer hereby executes the ICMA Retirement Trust. attached hereto as Appendix B; and BE IT FURTHER RESOLVED that the Employer hereby adopts the trust agreement with the ICMA Retirement Corporation. as appears at Appendix C hereto, as an amendment and restatement of its existing trust agreement with the ICMA Retirement Corporation, and directs the ICMA Retirement Corporation, as Trustee, to invest all funds held under the deferred compensation plan through the ICMA Retirement Trust as soon as is practicable; and BE IT FURTHER RESOLVED that the ' (use title of official, not name) shall be the coordinator for this program and shall receive necessary reaorts, notices, etc. from the IOMA Retirement Corporation as Administrator, and shall cast. on behalf of the Employer, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. I. Clerk of the (City, County, etc.) of do hereby certify that the foregoing resolution, propose(] by (Council Member. Trustee. etc.) , was duly passed and adopted in the (Council. Board. etc.) of the (City, County, etc.) of at a regular meeting thereof assembled this day of - , 19 , by the following vote: AYES: NAYS: ABSENT: (SEAL) Clerk of the (City, County, etc.) APPENDIX A ("EMPLOYER") DEFERRED COMPENSATION PLAN I. INTRODUCTION The Employer hereby establishes the Employer's Deferred Compensation Plan, herei.na~ter referred to as the "Plan." The Plan consists of the provisions set forth in this document. The primary purposeof this Plan is to provide retirement income and other deferred benefits to the Employees of the Em ployer in accordance with the provisions-of section 457 of the Internal Revenue Code of 1954, as_amended. This Plan shall be an agreement solely between the Employer and participating Employees. Ii. DEFINITIONS 2.01 Account: The bookkeeping account maintained for each Participant reflectir~g the cumulative amount of the Participant's Deferred Compensation, including any income, gains, losses, or. increases or decreases m market value ~ttributable to the.Employer's investment of the Participant's Deferred Compensation, and further reflecting any distribu- tions to the Participant or the Participant's Beneficiary and any fees or expense~--charged against such Participant's Deferred Compensation; 2.02 Administrator: The person or persons named to carry out certain nondiscretiorrary administrative fun ctions under the Plan, as hereinafter described, The Employer may remove any person as Administrator 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 the case the Employer shall name another person or persons to act as Administrator. 2.03 Beneficiary: The person or persons designated by the Participant in his Joinder Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. 2.04 Deferred Compensation: The amount Of Normal Compensa- tion otherwise payable to the Participant which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Partici pant'sAccount by reason of a transfer under Section 6.03, or any other amount which the Employer agrees to credit tQ a Participant's Account. 2.05 Employee: Any- individual who provides services for the Employer, whether as an employee of the Employer or as an independent contractor, and who has been designated by the Employer as eligible to participate in the Plan. 2.06 Includible Compensation: The amount of an Employee's compensation from the Employer for a taxable year that ~s attributable to services performed for the Employer and that is includible in the Employee's gross income for the taxable year for federal income tax purposes: such term does not include any amount excludable from gross income under this Plan or any other plan described in section 457(b) of the Internal Revenue Code, any amount excludable from gross income under section 403(b) of the Internal Revenue Code. or any other amount excludable from gross income for federal income tax purposes. Includible Compensation shatl be determin sd without regard to any community property laws. 2.07 Joinder Agreement: An agreement entered into between an Employee and the Employer. including any amendments or modifications thereof. Such agreement shall fix the amount of Deferred Compensation, specify a I~reference a~mong the investment alternatives designated by the Employer, designate the Employee's Beneficiary or Beneficiaries, and incorporate the terms, conditions, and provisions o! the Plan by reference. 2.08 Normal Compensation: The amount of corn pensationwhich would be payable to a Participant by the Employer for a taxable year if no Joinder Agreement were in e[fect to defer compensation under this Plan. 2.09 Normal Retirement Age: Age 70, unless the Participant has elected an alternate Norma! Retirement Age by written instrument delivered to the Administrator prior to Separation from Service. A Participant's Normal Retirement Age determines (a) the latest time when benefits may commence under this Plan (unless the Participant continues employ- ment after Normal Retirement Age), and (b)the periodduring 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 Section 5.02, his Normal Retirement Age may not be changed. A Participant,s alternate Normal Retirement Age may not be earlier than the earliest date that the Participant wilt become eligible to retire and receive unreduced retirement benefits under the Employer's basic retirement plan covering the Participant and may not be later than the date the Participant attains age 70. If a Participant continues employment after attaining age 70. not having previously' elected an alternate Normal Retirement Age, the Participant's alternate Normal Retirement Age shall not be later than the mandatory retirement age, if any, established by the Employer, or the age at which the Participant actually separates from service 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, the Participant's alternate Normal Retirement Age may no[ be cartier than attainment of age 55 and may not be later than attainment of age 70. 2.10 Participant: Any Employee who has joined the Pla~ pursuant to the requirements of Article IV. 2.11 Plan Year: The calendar year. 2.12 2.13 Retirement: The first date upon which both of the following shall have occurred with respect to a Partici pant: Separation from Service and attainment of Normal Retirement Age. Separation from Service: Severance of the Participant's employment with the Employer. A Participant shall be deemed to have severed his employment with the Em ployer for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated. In the case of a Participant who is an independent contractor of the Employer, Separation. from Service shall be deemed to have occurred when the Participant's contract under which services are performed has completely expired and terminated, there is no foreseeable possibility that the Employer will renew the contract or enter into anew contract for the Participant's services, and it is not anticipated that the Participant will becc me-an Employee of the Employer. II!. ADMINISTRATION 3.01 Duties of Employer: TheEmDIoyer shall have the authority to make all discretionary decisions affecting the rights or benefits of Pa[fictpartts-which may be reqUired in the administration of ti'tis-Plan. 3.02 Duties of Administ ~rato~. The Administrator, as agent for the Employer. shall perform nondiscretionary administrative functions in connection with the Plan, including 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. IV. PARTICIPATION IN THEPLAN 4.01 Initial Participation:. Ar~ Employee may become a Participant by entering into a Joi-rrder-Ag reement prior to the beginning of the calendar month- ir~ which the Joinder Agreement is to become effective to defer compensation not yet earned. 4.02 Amendment of JoinderAgreeme nt: A Participant may amend an executed Joinder Agreement to change the amount of compensation not yet earned which is to be deferred (including the reduction of'such future deferrals tozero) or to change his investmer'~t preference (subject to such restric- tions as may result fromthe nature or terms of any investment made by the Employer). Such amendment shall become effective as of the beginning of the calendar moqth commencing after the.d:a, te~ the amendment is executed. A Participant may at any time amend his Joinder Agreement to change the designated. Beneficiary and such amendment s hall become effective-immediately. V. LIMITATIONS ON DEFERP,,A~S 5.01 Normal Limitation: Except as provided in Section 5.02~ the maximum amount of Deferred Compensation for any Participant for any taxableyear shall not exceed the lesser of $7,500.00 or 33 1/3 percent of the Participant's Includible Compensation for the taxable year. This limitation will ordinarily be equ.ivaJent to the lesser of $7,500.00 or 25 percent of the Participant's 'Normal Compensation. 5,02 Catch-up Limitation: For each of the last three (3) taxable years of a Participant ending before his attainment of Normat Retirement Age, the maximum amount of Deferred Compensation shalt be the lesser of: (1) $15.000 or (2) the sum of (i) the Normal Limitation for the taxableyear, and (ii) that portion of the Normal Limitation for each of the prior taxable years of the Participant commencing after 1978 during which the Plan was ~n existence and the Participant was eligible to participate in ti~e Plan. (or in any other plan established under section 457 of the Internal Revenue Code by an employer within the ,same State as the Employer) tess the amount ct Deferred Compensation for each such prior taxable year (including amounts deferred under such other plan). For purposes of this Section 5.02, ia Parti(~ipant's Includibte Compensation for the current taxable year shall be deemed to include any Deferred Compensation for the taxable year in excess of the amount permitted under the Normal Limitation, and the Participant's Includible Compen- sation for any prior taxable year shall be deemed to exclude any amount that could have been deferred under the Norma! Limitation for such prior taxable year. 5.03 Section 403(b) Annuities: For purposes of Sections 5.01 and 5.02. amounts contributed by the Employer on behalf of a Pa rticipant for the purchase of an annuity contract described in section 403(b) of the Internal Revenue Code shall be treated as if such amounts constituted Deferred Compensa- tion under this Plan for the taxable year m which the .contribution was made and shall thereby reduce the maximum amount that may be deferred for such taxableyear. VI. INVESTMENTS AND ACCOUNT VALUES 6.01 Investment of Deferred Compensation: All investments of Participants' Deferred Compensation m ada by the Employer, including all property and rights purchased with sucl amounts and all income attributable thereto, shall be the soh property of the Employer and shall not be held in trust for Participants or as collateral security for the fulfillment of the Employer's obligations under the Plan. Such property shall be subject to the claims of general creditors of the Employer, and no Participant or Beneficiary shall have any veste(~ interest or secured or preferred position with respect to such property or have any claim against the Employer except as ~/ general creditor. 6.02 Crediting of Accounts: The Participant's Account shall reftect the amount and value of the investments or other property obtained by the Employer through the investment of the Participant's Deferred Compensation. It is anticipated that~-~ the Employer's investments with respect to a Participant wi.il conform to the investment 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 Participant shall receive periodic reports, not less frequently than annually, showing the then-current value of his Accou 6.03 Acceptance of Transfers: Pursuant to an appropriate writte, agreement, the Employer may accept and credit to a Participant's Account amounts transferred from another em ptoyer within the same State representing amounts held by such other employer under an eligible State deferred compensation plan described in section 457 of the internal Revenue Code. Any such transferred amount shall not be treated as a deferral subject to the limitations of Article ~r/~' provided however, that the actual amount of any deferra, under the plan from which the transfer is made shall be taken into account in computing the catch-up limitation under Section 5.02. 6.04 Employer Liability: In no event shall the Employer's liability to~ pay benefits to a Participant u nderArticle VI exceed thevalue of the amounts credited to the Participant's Account; the Employer shall not be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan. VII. BENEFITS 7.01 Retirement Benefits and Election on Separation from~ Service: Except as otherwise provided in this Article VIi, th~ distribution of a Participant's Account shall commen.ce during the second calendar month after the close of the Plan Year of the Participant's Retirement, and the distribution of such Retirement; benefits shall be m ada in,eccor(3ence with one of the payment options described in Section 7.02. Notwithstanding the foregoing, the Participant may ~rrevo-~.~ cably elect within 60 days following Separation from Service to have the distribution of benefits commenceon a date other than that described in the preceding sentence which is at least 60 days after the date such election is delivered in writing to the Employer and forwarded to the Administrator but not later than 60 days after the close of the Plan Year of the Participant's Retirement. 7.02 Payment Options; As provided in Sections 7.01,7.05 and 7.06, a Participant may elect to have the value of his Account distributed in accoroance with one of the following payment options, provided that such option ~s consistent with the limitations set forth in Section 7.03: la) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by the Participant, continuing unlit his Account is exhausted; lb) One ~ump sum payment; lc) Approximately equal monthly, quarterly, sem~-annual or annual payments, calculated to continue for a period certain chosen by the Participant; (d) Payments equat to payments made by the issuer of a retirement annuity policy acquired by the Employer; (e) Any other payment option elected by the Participant and agreed to by the Employer. A Participant's election of a payment option must be made at least 30 days before the payment of benefits is to commence, If a Participant fails to make a timely election of a payment option, benefits sha~l be paid monthly under option (c)above for a period of five years. 7.03 Limitation on Optiorts: No payment option may be selected by the Participant under Section 7.02unlessthe present value of the payments to the Participant, determined as of the date benefits commence, exceeds 50 percent of the value of the Participant's Account as of the date benefits commence. Present value determinations under this Section shall be made by the Admini~rator in accordance with the expected return multiples set forth in section 1.72-9 of the Federal Income Tax Regulations (or any successor provision to such regulations). 7.04 Post-retirement Death Benefits: Should the Participant die after he has begun to receive benefits under a payment option, the remaining-payments, if any, under the payment option shall be payable to the Participant's Beneficiary commencmg within 60 days al!er the Administrator receives proof of the Participant's death, unless the Beneficiary elects payment under a different payment option at least 30 days prior to the date that the first payment becomes payable to the Beneficiary. In no event shall the Employer or Administrator be liable to the Beneficiary for the am aunt of any payment made in the name of the Participant beforethe Administrator receives proof of death of the Participant. Notwithstanding the foregoing, payments to a Beneficiary shall not extend over a period longer than (i) the Beneficiary's life expectancy if the Beneficiary is the Participant's spouse or (ii) fifteen (15) years if the Beneficiary is not the Participant's Spouse. If no Beneficiary is designated in tl~e Joinder Agreement. or if the designated Beneficiary does not survive the Participant for a period of fifteen (15) days, then the commuted value of any remaming payments' under the payment option shall be paid in a lump sum to the estate of the Participant. If the designated Beneficiary survives the Participant for a period of fifteen [15) days, but does not continue to live for [he remaming period of payments under · the payment option (as modified, if necessary, ,n conformity with the third sentence of this section), then the commuted value of any remaining payments under the payment option shall be paid in a lump sum to the estate of the Beneficiary. 7.05 Pre-retirement Death Benefits: Should the Participan~ die before he has begun to receive the benefits provided by Sections 7.01 or 7.06, a death benefit equal to thevatueofthe Participant's Account shall be payable to the Beneficiary commencing no later th an 60 days after the closeof thePtan Year in which the Participant would have attained Normal Retirement Age. Such death benefit shall be paid in a lump sum unless the Beneficiary elects a different payment option within 90 days of the Participant's death. A Beneficiary who may elect a paym ant option pursuant to the provisions of fha preceding sentence shafl be treated as if he were a Participant for purposes of determining the payment options available under Section 7.02; provided, however, that the payment option chosen by the Beneficiary must provide for payments to the Beneficiary over a period no longer than the life expectancy of the Beneficiary if the Beneficiary is the Participant's spouse and must provide for payments over a period not in excess of fifteen (15) years if the Beneficiary is not the Participant's spouse. 7;06 Disability: In theevent a Participant becomes disabled before the commencement of Retirement benefits under Section 7.01, the Participant may elect to commence benefits ur~der one of the payment options described in Sectiort 7.02 on the last day of the month following a determination of disability by the Employer. The Participant's request for such determination must be made within a reasonable time after the impairment which constitutes the disability occurs. A Participant shall be considered disabled for purposes of this Plan if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or be of long-continued and indefinite duratiort.. The disability of any Participant shatl be determined ir~ accordance with uniform principles consistently applied and upon the basis of such medical evidence-es the Employer deems necessary and desirable. 7.07 Unforeseeable Emergencies: In the event an unforeseeable emergency occurs, a Participant may apply to the Employer to receive that part of the value of his account that is reasonably needed' to satisfy the emergency need. If such an application is approved by the Employer, the Participant shat[ be paid only such amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the financial hardship may be relieved through cessation of deferral under the Plan. insurance or other reimbursement, or liquidation of other assets to the extent such liquidation would not itself cause severefinanciaj hardship. An unforeseeable emergency shall be deemed to involve only circumstances of severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent fas defined in section 152(a) of the Internal Revenue Code) of the Participant, loss of the Participant's property due tocasualty, or other similar and extraordinary unforeseeable circum- stances arismg as a result of events beyond thecontrot of the Participant. The need to send a Participant's child to college or to purchase a new home shall not be considered unforeseeable emergencies. The determinatior~ as to whether such an unforeseeable emergency exists shalt be based on the merits of each individual case. VIII. NON-ASSIGNABILITY No Participant or Beneficiary shall have any right to commute. sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, which payments and rights are expressly declared to be non-assignable and non- transferable. IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves in addition to any other retirement, pension, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employer's 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 g~ve any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of an y employment contract or ag reement between a Participant and the Employer. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Plan provided that it transmits such amendment in writing to the Administrator at least 30 days prior to the efl=~ctive date of the amendment, The consent of the Administrator shall not be required in order for such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Adm nistrator hereunder if it disapproves of such ~mer~dment. The Employer may at any time terminate this Plan. The Administrator may at any time propose an amendment to the Plan by an instrument in writing trarlsmitted to the Employer at least 30 days before th8 effective date of the amendment, Such amendment shall become effective unless, Within such 30-day XL XII. period, the Employer notifies the Administrator in.writing fh~t ;1 ~lisapproves such amendment, in which case such amendment shall not become effective. In the event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. No amerrdment or termination of the Plan 'shall divest any Participant of any rights with respect to compensation deferred' before the date of the amendment or termination. APPLICABLE LAW This Plan shall be construed under the laws of the state where the Employer is tocated and is established with the intent that it meet the requirements of an "etigi ble State deferred compensation plan" under section 457 of the Internal Revenue Code of 1954, as, amended. The provisions of this Plan shall be interpreted whereve¢ possible in conformity with the requirements of that section. GENDER AND NUMBER The masculine pronou n, whenever used herein, shall include the feminine pronoun, and the singular shallinciudetheplurat, except where the context requires otherwise. APPENDIX B DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Definitions SECTION 1.1. Name. The Name of the Trust Created hereby is the ICMA Retirement Trust. SECTION 1.2. Definido,~s. Wherever they. are used herein, the following terms shall have the following respective meanings: (a) By-Laws. The By-Laws referred to in Section 4.1 hereof, as amended from time to time. (b) Deferred Compensation Pt an. A deferred compensation plan established and maintaic~edby a Public Employer for the purpose of providing retirement income and other deferred benefits to its employees in accordance with the provisions of section 457 of the Internal Revenue Code of 1954. as amended. (c) Guaranteed Investment Contract. A contract entered into by the Retirement Trust ~vith insurance companies that provides for a guaranteed rate of return on investments made pursuant to such contract. (d) ICMA. The International City Management Association. (e) ICMA/RC Trustees. Those Trustees eiected by the Public Employers who, in accordance with the provisions of Section 3.1 (a) hereof, are also members ~)f the Board of Directors of ICMA or PC. (f) 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. (g) 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. (h) Portfolios. The Portfolios'of investments established by the Investment Adviser to the Retirement Trust, under the ,- supervision of the Trustees, for the purpose of providing investments for the Trust Property. (i) Public Employee Trustees, Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are full-time employees of Public Employers. (j) Public Employer. A unit of state or local government, or any agency or instrumentality thereof, that nas adopted a Deferred Compensation Plan and has executed this Declaration of Trust. (k) PC. The International City Management Association Retirement Corporation. (I) Retirement Trust. The Trust created by this Declaration of Trust. (m) -Trust Property. The amounts held in the Retirement Trust on behalf of the Public Employers. The Trust Property shall include any income resulting from the investment of the amounts so held. (n) Trustees. The Public Employee Trustees and ICMA/RC - Trustees elected by the Public Employers to serve as members of the Board of Trustees of the Retirement Trust. ARTICLE II. Creation and Purpose of the Trust; Ownership of Trust Property SECTION 2.1. Creation. The Retirement Trust is created and established by the execution of this Declaration of Trust by theTrustees and the participating Public Employers. SECTION 2.2. 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 Plans. The Trust Property shall be invested in the Portfolios, in Guaranteed Investment Contracts and in other investments recommended by the Investment Adviser under the supervision of the Board of Trustees. 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 Trust Property. ARTICLE III. Trustees SECTION 3.1. Num bar and Qualification of Trustees. (a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees shall De full-time employees of a Public Employer {the Public Employee Trustees) who are authorized by such Public Employer to serve as Trustee. Th e 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 persons who, at the time of election, are members of th'e 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 PC. 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 oneterm in any ten-year period. SECTION 3.2. Election and Term. (a) Except for the Trustees 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 for a t'erm of three years and until his or her successor is elected and qualified. SECTION 3.3. Nominations. The Trustees who are full-time employees of Public Employers shait serve as the Nominating Committee for the Public Employee Trustees. The Nominating Committee shall choose candidates for Public Employee Trustees in accordance with the procedures set forth in the By-Laws. SECTION 3.4. Resignabon and Removal. (a) Any Trustee may resign as Trustee (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed for cause, by a vote of a majority of the Public Employers. (b) Each Public Em ployee Trustee shall resign his or her position as Trustee within sixty days of the date on which he or she ceases to be a full-time employee of a Public Employer. SECTION 3.5. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation', removal, adjudicated incompetence or other incapacity to perform the duties of the o. fficeofa Trustee. In the case of a vacancy, the remaining Trustees shall appoint such person as they in their, discretion shall see fit (subject to the limitations set forth in this Section), to serve for the unexpired portion of the term of the Trustee who has remgned or otherwise ceased to be a Trustee. The appointment shall be made by a written instrument signed by a: majority of the Trustees. The person appointed must be the sm;ne type of Trustee (i.e., Public Employee Trustee or ICMA/RC Trustee) as the person who has ceased to be a Trustee. An appointment oft a~-Trustee may be made in anticipation of a vacancy to occur at a later date by provided that such appointm, era s ~ch retirement or resignation. Whenever a vacancy in t of Trustees shall occur, until such ~ in this Section 3.5, the Trustees all the powers granted t° e duties imposed upc 9nt SECTION 3.6. Trustees Serve in Representative Capacity. By executing this Declaration, each Public Employer agrees that the Public Employee Trustees elected by the Public Employers are authorized to act as agents and representatives of the Public Employers collectively. ARTICLE IV, Powers of Trustees SECTION 4.1. General Powers. The Trustees shall have the power to conduct the business of the Trustand to carry on its operations. Such power shall include, but shal~ not be. limited to, the power to: (a) receive the Trust Property from the Public Employers o r from a Trustee of any Employer Trust; (b) enter into a contrac[with an Investment Adviser p¢oviding, among other things, for the establishment and operation of the Portfolios, selection of the~Guaranteed Investment Contracts in which the Trust Proper~ may be invested, selection of other investments fo r the Trust Property and the payment of reasonable tees to the Investment Adviser and to any sub-investment adviser retained by the Investment Adviser; (c) review annually the. performance of the Investment Adviser and approve annually the contract with such Investment Adviser; (d) invest and reinvest~the-Trust Property in the Portfolios the Guaranteed Investment Contracts and in any other investment recommended by the .investment Adviser, provided that if a Public Employer has directed that its monies be invested in specified Portfolios or kLm. Guaranteed Investment Contract, the Trustees of lhe Retfrerrtent Trust shall invest such monies in -accordance with such directions; (e) keep such portion of the Trust Property in cash or cash balances as the Trustees, from time to time, may deem to be in the best interest of the Retirement Trust created hereby, without liability for interest thereon; (f) accept and retain for such time as they may deem advisable any securities or other property received or acquired by them as Trustees hereunder, whether or not such securities or other property would normally be purchased as investments here- under; (.g) cause any securities or other property held as part of the q-rust Property to be registered in the name of the Retirement Trust or in the name of a nominee, and to hold any investments in bearer form, but the books and records of the Trustees shall at all times show that all such invesfments are a part of the Trust Prope/'ty; (h} 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 to carry out the powers herein granted; (i) vote upon any stock, bonds, or other securities; give general or special proxies or powers of attorney with or without power of substitution; exercise any conversion privileges, subscription rights, or other options, and make any payments incidental thereto; oppose, or Consent to, or otherwise participate in corporate reorganizations or other changes affecting corporate securities, and delegate discretionary powers, and pay any assessments or charges in connection therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Property; (j) enter into contracts or arrangements for goods or services required in connection with the operation of the Retirement Trust, including, but not limited to, contracts with custodians ant contracts for the provision of administrative services; (k) borrow or raise money for the purpose of the Retirement Trust in such amount, and upon such terms and conditions, as the Trustees shall deem advisable; provided that the aggregate amount of such borrowings shall not exceed 30% of the value of the Trust Property. No person lending money to the Trustees Shall be bound to see the application of the money lent or inquire into its validity expediency or propriety of any sucl', borrowing; (t) incur reasonable expenses as required for the operation of the Retirement Trust and deduct such expenses from the Trust Property; (m} pay expenses properly allocable to the Trust Property incurred in connection with the Deferred CompensatiOn Plans or the Employer Trusts and deduct such expenses from that portion of the Trust Property beneficially owned by the Public Employer to whom such expenses are properly allocable; (n) pay out of the Trust Property all real and personal property taxes, income taxes and other taxes of anyand all kinds which, in the opinion of the Trustees, are properly levied, or assessed~ under existing or future laws upon, or in respect of, the Tru.~ Property and allocate any such taxes to the appropriate accounts; (o) adopt, amend and repeal the By, Laws, provided that such By- Laws are at all times consistent with the terms of this Declaration of Trust; (p) employ persons to make available interests in the Retirement Trust to employers eligible to maintain a deferred compensation plan under section 457 of the Internal Revenue Code, amended; (q) issue the Annual Report of the Retirement Trust, and the disclosure' documents and other literature used by the Retirement Trust; (r) make loans, including the purchase of debt obligations, provided that all such loans shall bear interest at the current market rate; (s) contract for. and delegate any powers granted hereunder to. such officers, 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 f duc an/ nsurance; (u) maintain books and records, including separate accounts for each Public Employer or Employer Trust and such additional separate accounts as are required under, and consistent with, the Deferred Compensation Plan of each Public Employer; and (v) do'all such acts. take all such proceedings, and exercise all such rights and privileges, althou ah not specifically mentioned herein, as the Trustees may deem necessary or appropriate to administer the Trust Property and to carry out the purposes of the Retirement Trust. SECTION 4.2. Distribution of Trust Property. Distributions of the Trust Property shall be made to, or on behalf of, the Public Employer. m accordance with the terms of the Deferred Compensation 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 or the Trustees of the Employer Trusts without ascertaining whether such payments are in compliance with the provisions of the Deferred Compensation Plans or the agreements creating the Employer Trusts. SECTION 4.3. Execution of Instruments. The Trustees may unanimously designate any one or more of the Trustees to execute any instrument or document on behalf of all, including but not limited to the signing or endorsement of: any check and the signing of any applications, insurance-and other contracts, and the action of such oes~gnated Trustee or Trustees shall have thesame force and effect as if taken by all the Trustees. ARTICLE V. Duty of Care ~nd Liability of Trustees SECTION 5.1. Duty of Care~ tn exercising the powers hereinbefore granted to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits for the Public Employers, and shall perform such acts with the care, skill, pru. dence and diligence in the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a tike character and with like aims. SECTION 5.2. Liability. The Trustees shall not be liable for any mistake of judgment or other action taken in good faith, and. for any action taken or omitted in reliance 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 Investment Adviser or any sub- investment adviser, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees officers or employees of the Retirement Trust. The Trustees shall also not be liable for any Ices sustained by the'Frust"Proper~y by reason of any investment made in good faith and in accordance with th e standard ofcare set forth in Section 5.1, SECTION 5.3. Bond No Trustee shall De obligated to give any bond or other se~curity for the performance of any of his or her duties hereunder. ARTICLE VI. Annual RePort to Shareholders The Trustees sba I annually submit to the Public Employers a written report of the transactions of the Retirement Trust, including financial statements which shall be certified by independent public accountants chosen by the Trustees. ARTICLE Vii. Duration or Amendment of Retirement Trust SECTION 7.1. Withdrawal. A Public Employer may, at anytime, with- draw from this Retirement Trust by delivering to the Board of Trustees a statement to that effect. The withdrawing Public Employer's beneficial interest in the Retirement Trust shall be paid out to thePublic Employer or to the Trustee of the Employer Trust, as appropriate. SECTION 7.2. Duration. The Retirement Trust shall continue until terminated by the vote of a majority of the Public Employers, each casting one vote. Upon termination, all of the Trust Property shall be paid out to t he Public Employers or the Trustees 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 terminate or amend the Retirement Trust or to remove a Trustee shall be submitted to a vote of the Public Em ployers if: (a) a majority of the Trustees so direct, or (b) a petition requesting a vote, signed by not tess than 25% of the Public Employers, is submitted to the Trustees. ARTICLE VIII. Miscellaneous SECTION 8.1. Governing Law. Except as otherwise required by state or local law this Declaration of Trust and the Retirement Trust hereby created shall be construed and regulated by the taws of the District of Columbia, SECTION 8.2. Counterparts. This Declaration may be executed by the Public Employers and Trustees in two or morecounterparts, each of which shall be deemed an original but all of which together shall constitute one ano the same instrument. APPENDIX C TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT made by and between the Employer named in the attached resolution 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 purpose of investing and otherwise administering the funds set. aside by Employers in connection with deferred compensation 'plans established under section 457 of the Internal Revenue Code-of !954 [the" Code"). This Agreement shall take effect upon acceptance by the Trustee of its appointment by the Employer to serve as Trustee in accordance herewith as set forth in the attached resolution. WriER EAS. the Employer has established a deferred compensation plan under section 457 of the Code (the "Plan"); WHEREAS. in order that there will be sufficient funds available to discharge the Employer's contractual obligations under the Plan, the I~mptoyer desires to set a:side periodically amounts equal to the amount of compensation deferred; WHEREAS, the funds set aside, together with any and all assets derived from the investment thereof, are to be exclusively within the dominion. control, and ownership of the F~mployer, and subject to the Employer's absolute right of withdrawal, no employees having any 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 ~t may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinaher stated; and (c) the parties hereto agree as follows: ARTICLE 1. General Duties of the Parties. Section t.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 the Plan to the extent that s.uch amounts are to be invested under the Trust. Section 1.2. General Duties of the Trustee. The Trustee shall h old all funds received by it hereunder, which, together with the income therefrom, shall constitute the Trust Funds. It shall administer the Trust Funds, collect the income thereof and make payments therefrom, all as hereinafter provided. The Trustee shall also hot d alt Trust Funds which are transferred to it as successor Trustee by the Employer from existing deferred compensation arrangements with ~ts Em ployees under plans described in section 457 Of the Code. Such Trust Funds shall be subject to all of the terms and provis:ons of this Agreement. ARTICLE II. Powers and Duties of the Trustee in Investment, AdministratiOn, and Disbursement of the Trust Funds. Section 2.1. Investment Powers and Duties of the Trustee. The Trustee shalt have the power to invest and reinvest the principal and ~ncome of the Trust Funds and keep the Trust Funds invested, without distinction between principal and income, in securities or in other property, real or personal, wherever situated, including, but not limited to. stocks, common or preferred, bonds, retirement annuity and insurance policies, mortgages, and other evidences of indebtedn ess or ownership, investment companies, common or group trust funds, or separate and different types of.funds (including equity, fixed income) which fu!fill requirements of state and local governmental laws, provided, however, that the Employer may direct investment by the Trustee among available investment alternatives in such proportions as the Employer authorizes in coonection with its deferred compensation agreements with its employees. For these purposes, these Trust Funds may be commingled with Trust Funds set aside by other Employers pursuant to the terms of the ICMA Retirement Trust. Investment powers vested in the Trustee by the Section may be delegated by the Trustee to any bank, insurance or trust company, or any investment advisor, manager or agent selected by it. Section 2.2, Administrative Powers of the Trustee. The Trustee shall have the power in its discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or otherwise dispose of any 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 o ptions, and to make any payments incidental thereto: to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and [o delegate discretionary powers, 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 held as part of the TruSt Funds. (d) To cause any securities or other property held as part of the Trust Funds to ~)e registered in its own name, and to'hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are a part of 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 Pound to see the application of the money 'ant 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 t~e Trust created hereby, without liability for interest thereon. (g). To accept and retain for such time as it may deem advisa ble any securities or other property received or acquired by it as Trustee I~ereunder, whether or not such securities or other property would normally be purchased as investment hereunder. (h) To make. execute, acknowledge, and deliver any and ail documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out 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 comrnence or defend suits or legal or administrative proceedings; ant to represent the Trust Funds in all suits and legal and administrative proceedings. ti) To do all such acts. take all such proceedings,and exerciseall 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 the purpose of making distributions from the Trust Funds. In this regard the terms and conditions set forth in the Plan 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. A~ssets of the TrUst Funds shall be valued at their market values at the close of business on the Vel uation Date, or, in the absence of readily ascer~aineble market values as the Trustee shall determine, in accordance vcith methods consistently followed and . uniformly applied. ARTICI~E lie For Protectb3r~.ot Trustee. Section 3.1. Evidence of Action by Employer. The Trustee may upon any certificate, noticeor dSrection purporting to have been signed on behalf of the Employe~ which the Trustee believes to have been signed by adU ly designatedofficiai of the Employer. No communication shall be binding upon any of the. Trust Funds or Trustee until they are received by the Trustee. Section 3.2. Advice of Cou~sel..The Trustee may consult with any legal counsel with respect to the construction of this Agreement, its duties hereunder, or any act. which it proposes to take or omit, and shall not be liable :for any action reNan-or omitted id good.faith pursuant to such advice. Section 3.3. Miscellaneous. The Trustee shall use ordinary care and reasonable diligence, but shatt, ¢~ot be liable for any mistake of judgment or other action taken in good, faith: The Trustee shall not be liable for any loss sustained by the Trust'Fund~ by reasons of any investment made in good faith and in accordance ~v~th the provisions of this Agreement. The Trustee's duties and obligations shall De limited to those expressly imposed upon it by .rhfs- Agreement. ARTICLE IV. Taxes, Expenses-and Compensation of Trustee. Section 4.1. Taxes. The Trusteeshall deduct from and charge against the'Trust Funds any taxes on theTrust Funds or the income thereof or which the Trustee is reqUired to_pay ~it~h respect [o the interest of any person therein. Section 4.2. Expenses. The 'Trustee shall deduct from and charge against the Trust Funds al/rea~or~a~3Je expenses incurred, by the Trustee in the administration of the Trust Funds, including counseh agency, investment advisory, and other necessary fees. ARTICLE V. Settlement of Accounts. The Trustee shall keep accu rate and detailed accounts of ali 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 Employe~' an account of its acts and transactions as Trustee hereunder. If any part of the Trust Fund shall be invested through the medium of any common, coltectiveor commingled Trust Funds, the last annual report of such Trust Funds shall be submitted with and incor[3orated in the account. If within ninety (90) days after the mailing of the account or any amended account the Employer has not filed with the Trustee notice of any objection to any act or transaction of the Trustee. the account or amended account shall become an account stated. If any object,on has been filed, and if the Employer ~s satisfied that it should be withd fawn or if the account is adjusted to the 'Employer's satisfaction, the Ernployer shall in writing flied with the Trustee signify.approval of ti~e account and it shall become an account stated, When an account becomes an account state(3, such account shall be finally settled, and the Trustee shall be completely discharged and released as if such account had been settle~ and allowed by a judgment or decree of a court of competent jurisdiction in an action or proceeding. m which the Trustee and the Employer were parties. The Trustee shall have the right to apply at any time to a court ct competent jurisdiction for the judicial settlement of its account. ARTICLE VI. Resignation and Removal of Trustee. Section 6.t. Resignation of Trustee. The Trustee may resign at any time by filing with the Em DIoyer its wr tten resigner on Such resignation snell 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 appointment 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 appointment a successor to the Trustee shall take effect upon the delivery ~o the TruStee of (a) an executed by the Employer appointing such successor, from liability for the an th) an acceptance uccessor. If a Successor is not appointed with sixty (60) days after the Trustee gives notice Of its resignation pursuan~ to Section 6.1., the TruStee may apply to any court of competent jurisdiction for' appointment of a successor. Section 6.4. Transfer of Funds to SuccessQr. Upon. the resignation or removal of the Trustee and appointment of a successor, and after the final account of the Trustee has been properly sett ed, 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 for which it~" was created but may be terminated or revoked at any time by th~ Employer as it relates to any and/or alt related part cipating Employees. Written notice of such termination or revocation shall be given to the Trustee by the Employer. Upon termination or revocat on of the Trust, all of the assets thereof shall return to and revert to the, Employer. Termination of this Trust shall not however relieve the Emp oyerof the Employer's continuing Obligation to pay deferred compensation to EmploYees in accordance with the terms of the. Plan.. ~' Sect;ion 7.2. Amendmenb The Employer shall haYe the right to amend this A.cjreement in whole and ih Part but o'nly With the Trustee's written consent! Any such amendment, shall become effective upon (a) de ivery to the Trustee of a Written .ihstrument of amendment and (b) the endorsemen I by the Trustee on such instrument of its consent thereto ........ ARTICLE VIII. Miscellaneous. Section 8.1. Laws of the District of Columbia to Govern. This Agreement and the Trust hereby created shall be construed and regulated by the laws of the District of Columbia. Section 8.2. Successor Employers. The "Employer" shall inctudeany person who succeeds the Employer and who thereby becomes subject to the obligations of the Employer under the Plan. Section 8.3. Withdrawals. The Emp dyer may, at any time, and from time to time, withdraw a portion or alit of Trust Funds created by this Agreement. Section 8.4. Gender and Number. The masculine includes the feminine and the singular includes the plura un ess the context requ.~res another meaning. 2 ICMA RETIREMENT CORPORATION 1120 Area Code 202 G Street 737-6616 Northwest Suite 700 Toll free 800 Washington DC 424-9249 20005 FILE INFORMATION SHEET The information you provide on this sheet is essential for pro per plan administration. As you complete this form, please refer to the instructions on the reverse side. 1..Employer's ful name (City of, County of, etc.) CITY OF BOYNTON BEACH~ FLORIDA 2. Plan Coordinator (Name and title of official to whom all correspondence and reports are to be mailed) PETER L. CHENE¥~ CITY MANAGER 3. Employer's address P~ O, BOX 310 street PO Box eic BOY~ITON BEACH FLORIDA 33425 Cllyj 4. Phone number 305-734-8i!~ (zip code) 5. Employer's Federal Tax Identification Number 6. How often will you make contrioutions? 7. What is the first pay date of plan implementation? 8. Number of employees eligible to participate 9. Total number of employees 59-6000282 Weekly 406 406 INSTRUCTIONS Employer's name. Please provide the full name of the organization. Plan Coordinator. This official is designated in the resolution as the person who will receive all correspondence, literature, reports, and finanoial information from RC. Address. Please give the address RC should use to mail account statements, reports, literature, etc. Phone number. The Plan Coordinator's phone number should be provided. Employer's Federal Tax Identification Number. This is the number the Internal Revenue Service has assigned to you for the purpose of federal tax reporting, it is the same number appearing on your federal withholding reports, federal W-2 forms, and Social Security reports. Contribution frequency. You should make con- tributions so they can be standardized to equal payments. (Corrections for rounding may be made periodically.) Our experience has been that 8. employers find it convenient to make contribu- tions each payday or every other payday. We are able to handle contributions at these intervals: a. Weekly b. Biweekly (every two weeks) c. Semimonthly (twice each month; use only if 9. your payday is twice each month) d. Monthly (do not use if your payday is weekly or biweekly) e. Every 4 weeks (use if your payday is every 4 weeks or every 2 weeks) f. Quarterly g. Semiannually h. Annually Earnings may be affected if contributions are made less frequently than payroll deductions. If deducted funds are accumulated by the employer over a number of pay periods before being con- tributed, employees' deferred compensation account earnings will accrue at a slower rate. First paydate of plan implementation. This is to establish timing for our computer program which prepares contribution statements for you. If you cannot estimate When the first employees will actually enroll, leave this blank. You will receive a blank contribution statement with your plan acceptance package. When you are ready to send the firs~ contribution, use this blank form and indicate the next contribution date on the form. Employees eligible to participate. This applies especially to those employers whose plan re- stricts participation to certain employees or groups of employees. Total number of employees. Give approximate number of current employees of the municipality.