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HomeMy WebLinkAbout90-050 CC ResolutionRESOLUTION NO. 90-50 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING AN EMPLOYEE DEFERRED COMPENSATION PLAN TO BE ADMINISTERED BY ICMA RETIREMENT CORPORATION. WItEREAS, The City has employees rendering valuable services; and WHEREAS, The establishment of a deferred compensation plan for such employees serves the interests of the City by enabling it to provide reasonable retirement security for its employees, by providing increased flexibility in its personnel management systems, and by assisting in the attraction and retention of competent personnel; and WHEREAS, The City has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirement Corporation serves the above objectives; and WHEREAS, The City desires that the investment of funds held under its deferred compensation plan be administered by the ICMA Retirement Corporation, and that such funds be held by the ICMA Retirement Trust, a trust established by public employers for the collective investment of funds held under their deferred compensation plans and money purchase retirement plans; NOW THEREFORE BE IT RESOLVED, that the City hereby executes the Declaration of Trust of the ICMA Retirement Trust, attached hereto as Appendix B. BE IT FURTHER RESOLVED, that the Finance Director shall be the coordinator for this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust, and shall cast, on behalf of the City, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. APPROVED AND ADOPTED, this 8th day of May, 1990.~~_ Ronald J. Parks, Mayor ATTEST: Jun~reek, Deputy City Clerk [SE^LI Resos 90-50 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF TEMECULA ) SS I, June S. Greek, Deputy City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No 90-50 was duly adopted at a regular meeting of the City Council of the City of Temecula on the 8th day of May, 1990, by the following roll call vote. AYES: 5 COUNCILMEMBERS: Birdsall, Lindemarts, Moore, Mufioz, Parks NOES: 0 COUNCILMEMBERS: None ABSENT: 0 COUNCILMEMBERS: None J~. Greek, DiPuty City Clerk Resos 90-50 APPENDIX B DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE I. NAME AND DEFINITIONS Section 1.1 Name: The Name of the Trust, as amended and restated hereby, is the ICMA Retirement Trust. Sectlorl 1.2 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 4.1 hereof, as amended from time to time. (b) Deferre~ CompensalJon Plan. A deferred compeosaaon plan established and maintained by a Public Employer for the purpose of providing retire* ment income and other deferred benefits to its employees in accordance with the provisiorts of section 457 of the Internal Revenue Code of 1954, as amended. (c) Employees. Those employees who participale in Qualified Plans. (d) Employer Trust. A trust created pursuant to an aqreement between RC and e Public Employer for the purpose of investing and administenncj the funds set aside by such Employer in connection with its Deferred Compen- salion agreements with its employees o~ in connection w~th ils Qualified P~an. (e) Guaranteed Investment Contract. A contract entered' into by the Retire* ment Trust with insurance companies that prowdes for a guaranteed rate Of return on investments made pursuant to such contract. (f) ICMA. The International City Management Association. (g) ICMA/RC Trustees. Those Trustees ateclad by the Public Employers who, in accordance with the provisions of Section 31(a) hereof, are also mem- ber~ of the Board of Directors of tCMA or RC (h) Investment Advise~, The Investment Adviser that enters into a contract with Ihe Retirement Trust to provide advice wilh respect to investment of the Trust Propany. (i) Portfolios. The Portfolios of investments established by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees, for the purpose of prowding investments for the Trust Property. (j) Public Employee Trustees. Those Trustees elected by the Public Employers who, in accordance wlth the prowsions of Section 3.1(a) hereof, are full-lime employees of Public Employers. (k) Public Employer Trustees. Public Employers who serve as trustees of the Qualified Plans. (I) Public Employer. A unit of state or local government, or any agency or instrumentality thereof, that has adopted a Deferred Compensation Plan or a QuaJified Plan and has executed this Declaration of Trust. (m) Qualified Plan. A plan sponsored by a Public Employer for the purpose of providing retirement income to its employees which satisfies the qualifi- cation requirements of Section 401 of the Internal Revenue Code, as amended. (n) RC. The International City Management Association Rehrement Corpo- ralion, (o) Retirement Trust. The Trust created by this DeclaraUon of Trust. (p) Trust Property. The amounts held in the Retirement Trust on behalf of the Public Employers in connection with Deferred Compensation Plans and on behalf of the Public Employer Trustees for the exclusive benefit of Employees pursuant to QuaIF fled Plans. The Trust Property shall include any income resulting from lhe invest- ment of the amounts so held. (q) Trustees. The Public Employee Trustees and ICMA/RC Trustees elected by the Public Employers to serve as merePars of the Board of Trustees ot 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 the Trustees and the 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 connec- tion with !heir Deferred Compensation and Qualified Plans. The Trust Prop- erty shall be invested in the Portfolios, in Guaranteed loves*anent Contracts. and in other investments recommended by the Investment Adviser under the supeeasion ot the Board o~ Trustees No part of the Trust Property will be invested in sacunties issued by Public Employers. Section 2.30wnemhlp of 'ltus! Property: The Trustees shall have legal title to the Trust Property. The Public Employers shall be the beneficial owners of the port,on ot the Trust Property sliDcable to the Deferred Compensation Plans. The portion of the Trust Property allocable to the Qualified Plans shall be held for the Public Employer Trustees for the exclusive benefit of the Employees. ARTICLE III. TRUSTEES Section 3.1 Number end Qualification of Trustees. (a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees shaJl be full-time employees of a Public Employer (the Public Employee Trustees) who are authorized by such Public Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who, st 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 ol election, are members of lhe Board of Directors of RC (the ICMA/RC Trustees). One of the Trustees who is a direClot of ICMA, and one of the Trustees who is a director of RC, shall, at the time of election, be full-time employees of a Public Employer. (b) No person may serve as a Trustee for more than one term in any ten-year period. Section 3.2 Election end 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 maionty of the Public Employers in accoterence w~th the procedures set forth in the By. Laws. (b) At the first election of Trustees, three Trustees shall be elected lot alerm 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 subseauent election, three Trustees shall be elected for a term o! three years and unt,I his or her successor is elected and quailtied. Section 3.3 Noltltnatlone: The Trustees who are full-time employees ot Public Employers shall serve as the Nominating Committee for the Public Employee Trustee~ The Nominating Committee shall choose candidates for Public Employee Trustees in accordance with the procedures set torth in the By-Laws. Section 3.4 Reelgnetlon end Removal. (a} Any Trustee may resign as Trustee (without need Ior pnor or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the other Trustees and such reagnafion 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 Employee Trustee shall resign his or her poeilion as Trustee within sixty days of the date on which he or she ceases to be a full-time employee of a Public Employs'. Section1 3.5 Vecanclee: The term of office of a Trustee shall lerm~nate and a vacancy shall occur in the event of the death, resignation, removal, adiudi- cated incompetence or other incapacity to pedorm the duties of the office of a Trustee. In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion shall see lit (subject to the limitations set forth in this Section), to serve for the unexpired portion of the term of the Trustee who has resigned or otherwise ceased to be a Trustee. The appointment shall be made by a wdtten instrument signed by a maiority of the Trustees. The per- son appointed must be the same type of Trustee (i.e., Public Employee Trus- tee or ICMA/RC Trustee) as the person who has ceased to be a Trustee An apl:x~ntment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason ot retiremart or resignation, provided that such appoint- ment shall not become elfactive pdor to such retirement or resignation. Wher~ ever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3.5, the Trustees in office, regardless ol their number, shall have all the ~0ow~rs granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. A written inslru- ment certifying the existence of such vacancy signed by a malority of the Trustees shall be conclusive evidence of the existence of such vacancy. Section 3.6 'ltuetees Sen~ in Representative Capacity: By executing this Dedarabon, each Public Employer agrees that the Public Employee Trustees elected by the Public Employe~ are authorized to act as agents and mpresen- tatives of the Public Employers collectively ARTICLE IV. POWERS OF TRUSTEES Section 4.1 General Powers: The Trustees shall have the power to conduct the burness o~ the Trust ancl to carry on its operations, Such power shaJl include, but shall not be limited to, the power to: (a) receive the Trust Pmpen'y from the Public Employers, Public Employer Trustees or other 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. select[on of the Guamnleed Investment Contracts in which the Trust Property may be invested, selection o~ other investments for bhe Trust Property and the payment of reasona- ble fees to the Investment Adviser and to any suP-investment adwser retained by the Investment Adviser; (c) review annually the pertormance of the Investment Adviser and approve annually the contract with such Investment Adviser; (d) in~:,st and reinvest the Trust Property in the Portfolios, the Guaranteed Interest Contracls and in any o~er investment recommended by the Investment Adviser, but nol including sacunties issued by Public Employers, prowdeal that if a Public Employer has directed that its monies be invested in spec~lied Portfolios or in a Guaranteed Investment Contract. the Trustees of the Retirement Trust shall invest such monies in accordance with such directions; (e) keep such portion of the Trust Properly in cash or cash balances as lhe Trustees, trom time to time, may deem to be in the best interest ol the Retire- ment Trust created hereby, without liability for interest thereon: (1) accept and retain for such lime as they may deem advisable any secun- ties or other property received or acguired by them as Trustees hereunder. whether or not such securities or oOZe[ pro~ would normally be pumhased as investments hereunder; (g) cause any securities or other property held as pad Of the Trust Property to be registered in the name of the Retirement [rust or in the name of a nom~- nee. and to hold any investments in bearer to[m, but the books and records of the Trustees shall at sit times show that all such investments are a part ol the Trust Property; (h) make, execute, acknowledge, and deliver any and a~l documents of trans- fer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the Dowe~ herein granted; ('0 v~e upon any stock, bonds. or o~her sacunties: give ge~eraJ or speoal proxies or powers of attorney with or without power of substitution; exercise any con- version privileges, suPscription rights, or other options, and make any pay- ments incidental thereto: oppose, or consent to, or otherwise participate in, corporate reorganizations or other changes eftacting corporate securities, and delegate discretionary power~ and pay any assessments or charges in con- nection 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 reguired in con- nection with the operation of the Retirement Trust, including, but not lirafled to, contracts wrlh custodians and contracts for the prOws~on of administrative services: (k) borrow or raise money for lhe potposes ol the Retirement Trust in such amount, and upon such lerms ancl do 'nd~ as the Trustee~ Mall deem advis- at~e, provided that the aggregate amount of such borrowings shall no~ exceed 30% ol the value of the Trust Property No person lending money to the Trustees shall be bound Io see the application of the money lent or to inquire into its validity. expediency or propriety of any such borrowing; (I) incur reasonable expenses as required lot the operalion of the Retirement Trust and deduct such expenses Irom Ihe Trust Property; (m) pay expenses properly allocabla to the Trust Property incurred in connec- tion with lha Deferred Combensetion Plans, (~ualified Plans, or the Employer TrusLs and deduct such expenses lrom thai portion of the Trust Property to whom such expenses are properly allocable; (n) pay out of the Trust Properly all real and personal proper~ taxes, income taxes and other taxes of any and all kinds which, in the opinion of the Trustees, are properly lev~ed, or a~ under ex~s~ng or ~Jture laws upon, or in respect of, the Trust Propert~ and allocate any such t~lxes to the appropriate accounts: (o) adopt, amend and repeal the By-Laws, provided lhat such By-Laws are at all limes consistenl with lhe lem~s ot this Declaration of Trust; (p) employ persons to make available interests in the Retirement Trust Io employers eligible to maintain a Deferred Compensation Plan under Section 457 or a Qualified Plan under Section 40'1 of the Internal Revenue Code, as amended: (q) issue lhe Annual Report of the Retirement Trust, and the disclosure docu- ments and other literalure used by the Retirement Trust; (r) make loans, including the purchase o~ debt obligations. provided that all such loans shall bear interest at lhe current market rale; ($) contract for, and delexale any powers granted hereunder to, such officers, agents. employees, auditors and attorneys as the Trustees may select, proMdad that the Trustees may not delegate the powers set forth in paragraphs (b), (c) and (o) ot this Section 4.'1 and may not delegate any powers it such delega- tion would violate lhelr fiduciary duties; (t) provide for the indemnification of the officers and Trustees of the Retirement Trust and purchase liducia~ insurance: (u) mainlain books and records, including separale accounts for each Public Employer, Public Employer Trustee or Employer Trust and such additional sep- arate accounts as are recluired under, and consistent with. lhe deferred Com- pensation or Qualified Plan of each Public Employer: and (v) do all such acts, take all such proceedings, and exercise all such rights and pnvileges. although not specifically mentioned herein, as the Trustees may deem necessary or appropriate !o administer lhe Trust Properly and to car~ out the purposes ot the Retirement Trust. Section 4.2 Distribution of Tkust Property: Distributions ot the Trust Prop- arty shall be made to, or on behalf of, the Public Employer or Public Employer Trustee. in accordance with the terms of the Deferred Compensation Plans. Qualilied Plans or Employer Trusts. The Trustees of the Retirement Trust shall be fully protected in making payments in accordance w,th the directions of lhe Public Eml::)loye~ Public Employer Trustees or other Trustee ot the Employer Trusts without ascertaining whether such payments are in compliance w~th the provisions of the Oeferrecl Compensahon or Qualified 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 execule any instrument or docu- ment on behalf of all, including but not limited to Ihe signing or endorsement of any check and the signing of any applications, insurance and other con- Irects. and the action of such designated Trustee or Trustees shall have the same tome and effect as if taken by all the Trustees. ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES Section 5.1 Duty of Cam: In exercising the powers hereinbefore granted to the Trustees, the Trustees shall pedorm all acls wdhin their authorily Ior the exclusive purpose of providing benefits for the Public Employers In connec- tion with Deferreel Compensa~on Plans and Public Employer Trustees pursuant tO Qualified Plans, and shall perform such acts with the care, skill, prudence and diligence in the circumstances then preva;ling that a prudent person act- ing in a like capacity and familiar with such mal~ers would use in the conduct of an enterprise of a like character and with like aims. Section $.2 Liability.' The Trustees sha]l not be liable for any mmtake of judg- ment or other action taken in good faith, and for any action taken or omd'ted in reliance in good faith upon the book.t of account or other records of the Retirement Trust, upon the o~nion of counsel, or upon reports made to the Retirement Trust by any of its officers, employees or agents or by the Invest- ment Adviser or any sub-investment adviser, accountants, appraisers or other exberts or consultants selected with reasonable care by the Trustees, officers or employees of the Relirement Trust. The Trustees shall also not be liable for any loss sustained by the Trust Property by reason of any investment made in good fa)th and in accordance with the standard of care set forth in Section 5,1. S®ctlon 5.3 Bond: No Trustee shall be obligated to give any bond or other secunty for the pedormance of any of his or her duties hereunder ARTICLE Vl. ANNUAL REPORT TO SHAREHOLDERS The Trustees shall annually submit to the Public Employe~ and Public Employ, Trustees a written report of the transac'dons of the Retirement Trust, including finar cial statements which shall be cartiliad by indebendent public accountants chc sen by the Trustees. ARTICLE VII. DURATION OR AMENDMENT OF RETIREMENT TRUS- Saction 7.1 Withdrawal: A Public Employer or Public Employer Trustee ms,, at any time, withdraw from this Retirement Trust by delivering to the Board c Trustees a wntten statement of w~lhdrawal. In such statement. the Publi~ Employer or Public Employer Trustee shall acknowledge that the Trust Prol:: arty silocable to the Public Employer is derived from compensation deterre~ by employees of such Public Employer pursuant to ~ Deferred Compensa tion Plan or from contributions to the accounts of Employees pursuant to; QuaJified Plan, and shall deagnate the §nanoaJ institution to which such prol~er~ shall be transferred by the Trustees of the Retirement Trust or by the Truste~ of the Employer Trust. Section 7.2 Duration: The Retirement Trust shall continue until fermihate( by the vote of a majority of the Public Employers, each casting one vote. Upor termination. all of the Trust Property shall be paid out to the Public Employers Public Employer Trustees or the Trustees of the Employer Trusts, as a,opropnate Section 7.3 Amendment: The Retirement Trust may be amenclad by the vote of a majority of the Public Employers, each casting one vote. Saclion 7.4 Procedure: A resolution to terminate or amend the Retiremen Trust or to remove a Trustee shaJl be submitted to a vote ol the Public Employer~ if: (i) a majority of the Trustees so direct, or; (ii) a petition requesting a vote signed by not less than 25% of the Public Employers, is submitted to th~ Trustees. ARTICLE VIII. MISCELLANEOUS Section 8.1 Governing Law: Except as otherwise required by state or Ioca law, Ihis Declaration of Trust and the Retirement Trust hereby created shall b~_ conslrued and regulated by lhe laws of the Distdct of Columbia. Section 8.2 Counterparts: This Oeclaration may be executed by the Public Employers and ~ustees in hvo or more counterparts. each of which shall be deemed an orTginaJ but all of which logether shaJl cons/Jtute one and the same instrument.