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HomeMy WebLinkAboutReso 1986-12766RESOLUTION NO. 12766 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING EXECUTION OF THE ICMA RETIREMENT TRUSTt ADOPTING TRUST AGREEMENT~ AND APPOINTING ICMA RETIREMENT CORPORATION AS TRUSTEE The City Council of the City of Chula Vista does hereby resolve as follows: WHEREAS, on July 23, 1974, the City Council approved a Deferred Compensation Plan for the City of Chula Vista, and WHEREAS, the City adopted its Deferred Compensation Plan in order to assist employees in planning for reasonable retirement security, and WHEREAS, the City desires Retirement Corporation to perform administration of the Plan, and to contract with ICMA certain services in the WHEREAS, the City desires that the investment of funds held under its Deferred Compensation Plan be administered by the ICMA Retirement Corporation, as Trustee, with the understanding that such funds will be held by the ICMA Retirement Trust, a trust established by public employers for the purpose of representing the interests of such employers with respect to collective investment of funds held under their deferred compensation plans. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby approve the ICMA Retirement Trust, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference as if set forth in full. BE IT FURTHER RESOLVED that the City hereby adopted the Trust Agreement, attached hereto as Exhibit "B" and incorporated herein by reference as if set forth in full, and appoints the ICMA Retirement Corporation as Trustee thereunder, 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. BE IT FURTHER RESOLVED that the Director of Finance 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 City, any required votes under the program. Presented by Approved as to form by Ly~an Christoph%r, Director of Finance 2091a <...T~omas J/~arron, City Attorney ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this 14th day of October AYES: NAYES: ABSTAIN: ABSENT: , by the following vote, to-wit: Councilmembers Councilmembers None Councilmembers None Councilmembers None Cox, McCandliss, Malcolm, Campbell, Moore Mayor of the Vista ATTEST ~ ~ ~ City Clerk ~,ATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 12766 ,and that the same has not been amended or repealed DATED crlY OF CHUIA VISTA Cify Clerk CC-660 EXHIBIT A 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 12. Definitions. Wherever they are used herein, the following terms shall have the following respective meanings: {a) By-Laws The By-Laws referred to in Section 41 hereof, as amended from time to time. (b) Deferred Compensation Plan A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retirement raceme and other deferred benefits to its employees ~n accordance w~th the provis~ons of section 457 of the Internal Revenue Code of 1954. as amended (c) Guaranteed Investment Contract A contract entered into by the Rebrement Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to such contract. rd) ICMA The International City Management Association re) ICMA/RC Trustees. Those Trustees elected by the Public Employers who. ~n accordance with the provisions of Section 3 l(a) hereof, are also members of the Board of Directors of ICMA or RC. (f) Investment Adviser The Investment Adviser that enters intoa 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 th) Portfolios The Portfolios of investments established by the Invesbnent Adviser to the Retirement Trust, under the superws~on of the Trustees, for the purpose of providing investments for the Trust Property ri} Public Employee Trustees Those Trustees elected by the Public Employers who, ~n accordance with the provis~ons of Section 31(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 has adopted a Deferred Compensation Plan and has executed this Declaration of Trust (k) RC The International City Management Association Retirement Corporat,on (I) Retirement Trust The Trust created by this Declarahon of Trust tm) 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 theamountsso held tn) Trustees The Public Employee Trustees and ICMA/RC Trustees elected by the Public Employers to serve as memborsof the Board of Trustees of the Retirement Trust. ARTICLE II. Creation and Purpose of the Trust; Ownership of Trust Property SECTION 21 Creation The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees and the participating Public Employers, SECTION 22 Purpose The purpose of the Retirement Trust is to provide for the commingled investment of funds held by the Publlc 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 23 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 31 Number and Qualification of Trustees (a) The Board of Trustees shall consist of nine Trustees Fweof the Trustees shall be full-time employees of a Public Employer (the Public Employee Trustees) who are authorized by such Public Employer toserveas Trustee The remaining four Trustees shall consist of two persons who, at the time of election to the Board of Trustees, are members of the Board of Directors of ICMA and two persons who, at the time of election, are members of the Board of Directors of RC (the ICMA/RC Trustees) One of the Trustees who is a director of ICMA, and one of the Trustees who is a director of RC, shall, at lhe 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 SECTION32 Election and Term (a) Except for the Trustees appointed to fill vacancies pursuant to Section 35 hereof, the Trustees shall be elected by a vote of a majority of the Public Employers m 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 elecbon, three Trustees shall be elected for a term of three years and until his or her successor is elected and quahhed SECTION 33. Nominahons The Trustees who are full-time employees of Public Employers shall serve as the Nominabng Committee for the Pubho Employee Trustees The Nominating Committee shall choose candidates for PLbhc Employee Trustees ~n accordance with the procedures set forth ~n the By-Laws SECTION 34 Resignation and Removal (a) Any Trustee may resign as Trustee (w~thoul need for pr~or or subsequent accounting) by an~nstrument rewriting s~gned by the Trustee and delivered to the other Trustees and such resignahon shall be effective upon SUCh dehvery, or at a later date according SECTION 3 6 Trustees Serve in Representative Capacity By ARTICLE IV. Powers of Trustees SECTION4 1 General Powers. The Trustees shall have the power to ,duct the bus~ness of the Trust and to carry on its operations Such ret shall include, but shall not be limited to. the power to: (a) receive the Trust Property from the Public Employersor from a Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, for the establishment and operation of the Portfolios. selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, selection of other investments for the Trust Property and the payment of reasonable fees to the Investment Adviser and to any su b-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; rd) 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 Pubh6 Employer has directed that'its momes be invested m specified Portfolios or in a Guaranteed Investment Contract. the Trustees of the Retirement Trust shall invest such momes ~n accordance with such directions; re) keep such portion of the Trust Property in cash or cash balances as the Trustees, from time tohme, may deem to be inthe besl interest of the Retirement Trust created hereby, without hablhty for interest thereon; ri) accept and retain for such brae 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- (g) cause any securities or other property held as part of the bearer form but the books and records of theTrusIeesshallatall Property: (h) make, execute, acknowledge, and dehver any and all instruments that may be necessary or approprlatetocarry out the powers here~n granted; corporate reorganizations or other changes affecting corporate bonds, securities or other property held as part of the Trust Property; (j) enter rotc contracts or arrangements for goods or services Trust. including, but not hmded to, contractsw~lh custod~ansand contracts for the provision of admimstrative serwces; (k) borrow or raise money for the purpose of the Retirement Trust in such amount, and u pon 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 TrusIees shall be bound to see the appl~Cabon of the money lent or to borrowing; (I) incur reasonable expenses as required for the operaPon of the Retirement Trust and deduct such expenses from the Trust Property; (m) pay expenses properly allocable to the Trust Property ~nourred in connection with the Deferred Compensabon 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 Properly all real and personal property taxes, ~ncome taxes and other taxes of any and ail kinds which, in the opinion of the Trusloes, are propedy levied, or assessed under existing or future laws upon, or ~n respect of. the Trust Property and allocate any such taxes to the appropriate accounts: (o) adopt, amend and repealthe By-Laws, provided that such By- Laws are at all times consistent with the terms of this Declarahon of Trust; (p) employ persons to make evadable interests in the Rebrement Trust to employers eligible to maintain a deferred compensation plan under section 457 of the Internal Revenue Code, as (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 al~ such loans shall bear ~nterest at the current market rate; rs) contract for, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and altorneys as the Trustees may select, provided that the Trustees may not delegate the powers set forth m paragraphs lb). (c) and (o) of th~s Secbon 4 1 and may not delegate any powers d such delegation wouM violate their fiduciary dubes; (t) provide for the indemnd~oahon of the officers and Trustees of the Retirement Trust and purchase fiduciary ~nsurance; (u) maintain books and records, including separate accounts for each Public Employer or Employer Trust and such additional Deferred Compensation Plan of each Public Employer; and ARTICLE V, Duty ct Care and Liability of Trustees SECTION 5 1 Duty of Care In exerosmg the powers hereinbefore g~an!ed to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of prowding benefits for the Pubhc Employers. and shall perform such acts with the care, skill, prudence and dihgence in theorcumstancesthen prevailing tnat a prudent person acting IR a like capacity and famdiar with such matters would use m the conduct of an enterprrse of a like character and with like a,ms SECTION 5 2 Liabihty The Trustees shall not be liable for any mistake of judgment or other action taken m good faith, and for any action taken or omitted in rehance ~n 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 ds ers, employees or agents or by the Investment Adviser or any sub- stment 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 loss sustained by the Trust Property by reason of any investment made in good faith and in accordance with the standard of care set forth m Section 5 1 ARTICLE VI, Annual Report to Shareholders ARTICLE VII. Duration or Amendment of Retirement Trust SECTION7 t Wdhdrawal APubhcErnployerr~ay. atanyhme wdh- ARTICLE VIII. Miscellaneous SECTION 8 2 Counterparts This D.cfaratron may be ~,xecut(,d by EXHIBIT B TRUST AGREEMENT WITH THEICMA 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 ~aws of the State of Delaware, for the purpose of investing and otherwise adm~mstering the funds set aside by Employers in connection with deferred compensation plans established under section 457 of the Internal Revenue Code of 1954 (the" Code'). This Agreement shalltake 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 corn pensation plan under section 457 of the Code (the 'Plan"); WHEREAS, in order that there will be sufficient funds available to d~scharge the Employer's contractual obligations under the Plan, 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 assets derived from the investment thereof, are to be exclusively within the dominion, control and ownership of the Employer, and subject to the Empl°yer's absolute right of withdrawal, no employees having any interest whatsoever therein; ~W. THEREFORE, this Agreement witnesseth that (a) the Employer pay momes to the Trustee to be placed in deferred compensation accounts for the Employer: (b) the Trustee covenants that it will hold sa~dsums and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions berelnafter stated; and (c) the parties hereto agree as follows: ARTICLE I. General Duties of the Parties. Seobon 1 1 GeneralDutyoftheEmployer TheEmployershallmake regular periodic payments equal to the amounts of its employees' compensation which are deferred in accordance with the terms and conditions of the PFan to the extent that such amounts areto be invested under the Trust Sechonl 2 OeneralDut~esoftheTrustee TheTrusteeshallholdall 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 here~rlafter provided The Trustee 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 under plans descr~bed in section 457 of the Code Such Trust Fundsshallbesublect ARTICLE II. Powers and Duties of the Trustee in investment, provided, however, that the Employer may direct investment by the Trustee among available investment alternatives in such proporl~ons as the Employer authorizes in connection wi~h ~ts deterred compensabon agreements with its employees For these purposes, these TrusI Funds may be commingled with Trust Funds set aside by other Employers pursuant to The terms of the ICMA Retirement Trust Investmenlpowers vested in the Trustee by the Secbon may be delegated by lhe Trusteelo any bank, ~nsuranoe or Trust company, or any ~nvestment advisor. manager or agent selected by ~t Section 22 Administrative Powers of the Trustee The Trustee shall have the power ~n its discretion: (a) TO purchase, or subscribe for. any securd~es or other property and to retain the same ~n ~rust (b) To sell. exchange, convey, transfer or otherwise dispose of any securities or other property held by d. by private contract, or at public auction No person deahng w~th the Trustee shall be bound to see the application of the purchase money or lo ~nqu~re into the validity, expediency, or propriety el any such sale or other disposition. (c) To vote upon any stocks, bonds or other securities tog~ve held as part of the Trust Funds of the Trust Funds. by pledging all, or any part. of the Trust Funds NO personlendmg money to the Trustee shall be boundIoseethe apphcahon of the d) TO settle compromme, or submit to arbitration any claims, debts or damages due or owing to or from the Trust Funds: to corn rT~ence or defend su its or legal or admin istrative proceedings; and to represent lhe Trust Funds in ali suits and legal and Section 23. Distributions from the Trust Funds The Employer Valuation Dates designated by the Trustee, the Trustee shall determine uniformly applied ARTICLE IlL For Protection of Trustee. Secbon3 1 Evidence of Action by Employer The Trustee may rely ,~sonable diligence, but shall not be liable for any mistake of judgment or other action taken m good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by reasons of any investment made in good faith and in accordance with the provisions of this Agreement The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Agreement ARTICLE IV. Taxes, Expenses and Compensation of Trustee. Section 42 Expenses The Trustee shall deduct from and charge ~n the administration of the Trust Funds, including counsel, agency, shall render in duplicate to the Employer an account of its acts and transactions as Trustee hereunder. If any part of the Trust Fund shall be invested through the med ium of any common, collective or commingled amended account the Employer has not filed wilh the Trustee notice of any objection to any act or transaction of the Trustee, the account or finally settled, and the Trustee shall be 6omplolely d~scbarged and released, as d such account had been settled and allowed by a ;udgmenl ~n which the Trustee and the Employer were parbes The Trustee shall have the right to apply at any hme to a court of competent iurisdiction for the judicial setllement of its account. ARTICLE Vt. Resignation and Removal of Trustee. Section 6.1. Resignation of Trustee The Trustee may resign at any time by fill ng with the Employer its written resignation Such resignation shall take effect s~xty (60) days from the date of such Ming and upon first occur. Section 62 Removal of Trustee The Employer may remove the Trustee at any time by delivering to the Trustee a written notice of its Such removal shall not take effect prior to s~xty (60) days from such delivery unless the Trustee agrees to an earlier effective date. Section 63 Appointment of Successor Trustee The appointment of a successor to the Trustee shall take effect upon the dehvery 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 om~ss~ons of its predecessor, and (b) an acceptance m writing, executed by such successor All of the provls~ons set forth harem w~th respect to the Truslee 5hal~ relate to each successor with the same force and effect as if such successor had been originally named as Trustee hereunder If a successor ~s not appointed with sixty (60) days after the Trustee gives notice of its resignation pursuant to Seobon 61 , the Trustee may apply to any court of competent jurisdiction for appomtment of a Section 64. TransferotFundstoSuccessor Upon theres~gnahonor removal of the Trustee and appointment of a successor, and afler 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 71 Duration and Revooabon. 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 tile Employer as it relates to any and/or aH related partlcipahng Employees. Written notice of such termination or revocation shall be g~ven to the Trustee by the Employer. Upon termination or revocation of the Trust, all of the assets thereof shall return to and revert to the Employer Termination of this Trust shah not, however, relieve the Employer of the Employers conbnuing obligation to pay deferred compensation to Employees in accordance with the terms of the Plan Section 72. Amendment. The Employer shall have the r,ghtto amend this Agreement in whole and in part but only with the Trustees written consent. Any such amendment shall become effective upon (a)dehvery to the Trustee of a written instrument of amendment, and (b) the 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 taws of the Distrmt of Columbia Secbon 82. Successor Employers The "Employer" shallincludeany person who succeeds the Employer and who thereby becornes subject to the obligations of the Employer under tho Plan Section 83 Withdrawals. The Employer may, at any time, and from time to time, withdraw a portion or all of Trust Funds created by this Agreement. Section 84 Gender and Number. The mascuhne includes the feminine and tho singular includes the plural un,ess the context requ ires