The URL can be used to link to this page

Home My WebLink About12-18-85-04 - Resolution - 12/18/1985RE~b'~t~i'i'ON '~ ~1"6 .... 12-'18:85'-' b~, .............. WHEREAS, the establishment of a Deferred Compensation Plan will serve the interests of the Employer by enabling it to provide a supplemental retirement security plan for its employees; and WHEREAS, the Employer has determined that the establishment of a Deferred Compensation Plan to be administered by the ICMA Retirement Corporation will serve the above objectives; and WHEREAS, the Employer 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 the collective investment of funds held under their Deferred Compensation plans: NOW THEREFORE BE IT RESOLVED that the Employer adopts the Deferred Compensation plan, attached hereto as Appendix A, and appoints the ICMA Retirement Corporation to serve as Administrator thereunder; 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, attached hereto as Appendix C, and appoints the ICMA Retirment Corporation as Trustee thereunder, and directs the ICMA Retirement Corporation, as Trustee, to invest all funds held under the Deffered Compensation plan through the ICMA Retirement Trust. BE IT FURTHER RESOLVED that the Personnel Director shall be the coordinator for this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation as Administrator. PASSED and APPROVED this 18tb ATTEST: day of Dece~er , 1985. )Tay o r / ary APPENDIX C TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT made by and between the Employer named ~n the attached resolubon and the Internahonal C~ty Management Assoc~ahon Rehrement Corporahon (hereinafter the "Trustee" or 'Rehrement Corporahon' ). a nonproht corporahon orgamzed and ex~shng under the laws of Ihe State of Delaware, for the purpose of ~nvestmg and otherwise administering the funds set aside by Employers ~n connechon w~th deferred compensabon plans estabhshed under sechon 457 of the Internal Revenue Code of 1954 (the' Code") Th~s Agreement shall take effect upon acceptance by the Trustee of ~ts appointment by the Employer to serve as Trustee ~n accordance herewith as set forth ~n the attached resolution WHEREAS. the Employer has estabhshed a deferred compensahon plan under sechon 457 of the Code (the "Plan"), WHEREAS. ~n order that there w~ll be sufh¢~ent funds available to discharge the Employer's contractual obligations under the Plan, the Employer desires to set aside per~odmally amounts equal to the amount of compensation deferred WriER EAS. the funds set aside, together w~th any and all assets derived from the ~nvestment thereof, are to be exclusively w~th~n the dom~mon, control and ownership of the Employer. and subiect to the Employer's absolute r~ght of w~thdrawal, no employees hawng any ~nterest whatsoever there~n, JOW THEREFORE th~sAgreementw~tnesseththat (a) the Employer w~ll pay mon~es to the Trustee to be placed ~n deferred compensahon accounts for the Employer. (b) the Trustee covenants that ~t will hold said sums and any other funds which ~t may receive hereunder, in trust for [he uses and purposes and upon the terms and cond~hons hereinafter stated, and (cl the par[,es hereto agree as follows ARTICLE I. General Duties of the Parties. Section 1 1 General Duty of the Employer The Employer shall make regular periodic payments equal to the amounts of ~ts employees' compensahon which are deferred ~n accordance with the terms and cond~hons of the Plan to the extent that such amounts are to be ~nvested under the Trust Sechon 1 2 General Dut~es of the Trustee The Trustee shall hold all funds received by ~t hereunder, which, together w~th the income therefrom shall conshtute the Trust Funds It shall administer the Trust Fun(Is. collect the ~ncome thereof, and make payments therefrom all as hereinafter prowded The Trustee shall also hold all Trust Funds whmh are transterreO to ~[ as successor Trustee by the Employer from ex~shng deferred compensahon arrangements w~th ~ts Employees under plans described m sechon 457 of the Code Such Trust Funds shall be subject to all of the terms and prows~ons of th~s Agreement ARTICLE II. Powers and Duties ol the Trustee in Investment, Administration. and Disbursemen! of the Trust Funds. Sechon 2 1 Investment Powers and Duties of the Trustee The Trustee shall have the power to ~nvest and reinvest the principal and income of the Trust Funds and keep the Trust Funds ~nvested, w~thout d~stlnchon between principal and income, in securities or in other property, real or personal, wherever s~tuated. ~ncludmg. but not hm~ted to. stocks, common or preferred, bonds, retirement annuity and .surance pohc~es mortgages, and other evidences of indebtedness or ownership, investment companies, common or group trust funds, or separate and d~fferent types of funds {~ncludmg equity, hxed ~ncome) wh,ch fulhll reclu~rements of state and local governmental laws, prowded, however, that the Employer may d~rect investment by the Trustee among available investment alternahves ~n such proporhons as the Employer authorizes m connechon w~th ~ts deferred compensation agreements w~th ~ts employees For these purposes these Trust Funds may be commingled w~th Trust Funds set aside by other Employers pursuant to the terms of the ICMA Rehrement Trust Investment powers vested ~n the Trustee by the Section may be delegated by the Trustee to any bank. ~nsurance or trust company, or any ~nvestment advisor. manager or agent selected by ~t Sechon 2 2 Adm~mstrahve Powers of the Trustee The Trustee shall have the power ~n ~ts d~screbon (a) To purchase, or subscribe for, any secunhes or other property and to retain the same ~n trust (b) To sell, exchange convey, transfer or otherwise d~spose of any secunhes or other property held by ~t. by prwate contract, or at pubhc auction No person deahng w~th the Trustee shall be bound to see the apphcabon of the purchase money or to mqu~re ~nto the vahd~ty, expediency, or propriety of any such sale or other d~spos~hon (cJ To vote upon any stocks bonds, or other secur~hes, to g~ve general or special proxies or powers of attorney w~th or w~thout power of subshtuhon to exercise any conversion privileges. subscnphon r~ghts, or other options, and to make any payments ~nc~dental thereto, to oppose, or to consent to or otherwise parhc~pate m, corporate reorgamzat~ons or other changes affechng corporate secu.hes and to delegate d~scret~onary powers, and to pay any assessments or charges ~n connection therewith and generally to exercme any of the power5 of an owner w~th respect to stocks, bonds secur~hes or other property held as part of the Trust Funds (d) To cause any secur~hes or other property held as part of the Trust Funds to be registered m ~ts own name. and to hold any ~nvestments ~n bearer form. but the books and records of the Trustee shall at all hines show that all such investments are a part of the Trust Funds (e) To borrow or raise money for the purposeof the Trust ~n such amount, and upon such terms and conditions as the Trustee shall deem adwsable, and. for any sum so borrowed to ~ssue ~ts promissory note as Trustee, and to secure the repayment thereof by pledging all. or any part. of the Trust Funds No person lending money to the Trustee shall be bound to see the apphcat~on of the money lent or to ~nqu~re into ~ts vahd~ty, expediency or propriety of any such borrowing (f) To keep such porhon of the Trust Funds ~n cash or cash balances as the Trustee. from hme to hme. may deem to be ~n the best ~nterest of the Trust created hereby, w~thout hab~hty for ~nterest thereon (g) To accept and retain for such t~me as ~t may deem adwsable any securities or other property received or acquired by ~t as Trustee hereunder, whether or not such securities or other property would normally be purchased as ~nvestment hereunder (h) To make. execute, acknowledge and dehver any and all documents of transfer and conveyance and any and all other ~nstruments that may be necessary or appropriate to carry out the powers here~n granted (~) To settle, compromise, or submit to arb~trahon any claims, debts, or damages due or owing to or from the Trust Funds, to commence or defend su~ts or legal or admm~strahve proceedings. and to represent the Trust Funds ~n all su~ts and legal and admm~strabve proceedings Il) To do all such acts. take all such proceedings and exerc~seall such rights and pr~wleges, although not specifically mentioned here~n, as the Trustee may deem necessary to adm~mster the Trust Funds and to carry out the purposes of th~s Trust Sechon 2 3 DIstr~but~ons from the Trust Funds The Employer hereby appoints the Trustee as its agent for the purpose of making d~str~but~ons from the Trust Funds In th~s regard the terms and condlbons set forth ~n the Plan are to guide and control the Trustees power Sechon 2 4 Valuahon of Trust Funds At least once a year as of Valuation Dates designated by the Trustee the Trustee shall determine the value of the Trust Funds Assets of the Trust Funds shall be valued at their market values at the close of business on the Valuahon Date, or m the absence of readily ascertainable market values as the Trustee shall determine. ~n accordance wdh methods consistently followed and umformly apphed ARTICLE III. For Protection of Trustee. Sechon 3 1 Ewdence of Action by Employer The Trustee may rely upon any cert~hcate, nobce or dlrechon purporting to have been s~gned on behalf of the Employer which the Trustee beheves to have been s~gned by a duly designated official of the Employer No commun~cahon shall be binding upon any of the Trust Funds or Trustee until they are received by the Trustee Section 3 2 Advice of Counsel The Trustee may consult with any legal counsel w~th respect to the construchon of th~s Agreement. ~ts duhes hereunder, or any act, which ~t proposes to take or omit. and shall not be hable for any achon taken or omitted ~n good faith pursuant to such advice Sechon 3 3 Miscellaneous The Trustee shall use ordinary care and reasonable d~hgence but shall not be hable forany m~stake of judgment or other achon taken ~n good faith The Trustee shall not be hable for any loss sustained by the Trust Funds by reasons of any ~nvestment made ~n good faith and ~n accordance w~th the prows~ons of th~s Agreement The Trustee's dubes and obhgahons shall be hm~ted to those expressly ~mposed upon ~t by th~s Agreement ARTICLE IV. Taxes, Expenses and Compensation of Trustee. Section 4 1 Taxes The Trustee shall deduct from and charge against the Trust Funds any taxes on the Trust Funds or the mcomethereof or which the Trustee Is required to pay w~th respect to the ~nterest of any person there~n Section 4 2 Expenses The Trustee shall deduct from and charge against the Trust Funds all reasonable expenses recurred by the Trustee ~n the administration of the Trust Funds, including counsel, agency, ~nvestment advisory, and other necessary fees ARTICLE V. Settlement of Accounts. The Trustee shall keep accurate and detailed accounts of all ~nvestments receipts, d~sbursements and other transachons hereunder Within mnety (90) days after the close of each fiscal year. the Trustee shall render ~n duphcate to the Employer an account of ~ts acts and transacbons as Trustee hereunder If any part of the Trust Fund shall be ~nvested through the medium of any common, collechve or commingled Trust Funds, the last annual report of such Trust Funds shall be submitted w~th and incorporated m the account If within ninety 190) days after the rnaHing of the account or any amended account the Employer has not filed w~th the Trustee nohce of any obJechon to any act or transachon of the Trustee. the account or amended account shall become an account stated If any objechon has been filed, and if the Employer ~s sahshed that ~t should be w~thdrawn or ,f the account ~s adjusted to the Employer's sahsfachon, the Employer shall in writing filed w~th the Trustee s~gmfy approval of the account and it shall become an account stated When an account becomes an account stated, such account shall be hnally settled and the Trustee shall be completely d~scharged and released, as ~f such account had been settled and allowed by a judgment or decree of a court of competent jurisdiction ~n an achon or proceedm[, m which the Trustee and the Employer were parhes The Trustee shall have the r~ght to apply at any hme to a court of competent jur~sd~cbon for the judicial settlement of ~ts account ARTICLE VI. Resignation and Removal of Trustee. Sechon 6 1 Res~gnahon of Trustee The Trustee may resign at any hme by fihng w~th the Employer ~ts written resignation Such res~gnahon shall take effect s~xty (60) days from the date of such flhng and upon appointment of a successor pursuant to Sechon 6 3 whichever shall first occur Section 6 2 Removal of Trustee The Employer may remove the Trustee at any hme by dehvermg to the Trustee a written nohce of ~ts removal and an appointment of a successor pursuant to Sechon 6 3 Such removal shall not take effect prior to sixty 160) days from such dehvery unless the Trustee agrees to an earher effective date Sechon 6 3 Appointment of Successor Trustee The appointment of a successor to the Trustee shah take effect upon the dehvery to the Trustee of (al an instrument ~n writing executed by the Employer appo~nhng such successor and exonerating such successor from hab]hty for the acts and omissions of ~ts predecessor, and (b) an acceptance ~n wr~hng, executed by such successor All of the provisions set forth here~n w~th respect to the Trustee shall relate to each successor w~th the same force and effect as If such successor had been originally named as Trustee hereunder If a successor ~s not appointed w~th s~xty 160) days after the Trustee g~ves nohce of ~ts resignation pursuant to Sechon 6 1 the Trustee may apply to any court of competent jur~sd~chon for appointment of a successor Sechon 6 4 Transfer of Funds to Successor Upon the res~gnahon o' removal of the Trustee and appointment of a successor, and after th. final account of the Trustee has been properly settled, the Trustee shall transfer and dehver any of the Trust Funds ~nvolved to such successor ARTICLE VII. Duration and Revocation of Trust Agreement. Section 7 1 Durahon and Revocation Th~s Trust shall continue for such hme as may be necessary to accomphsh the purpose for which ~t was created but may be terminated or revoked at any hme by the Employer as ~t relates to any and,'or all related participating Employees Written not~ce of such termmahon or revocahon shall be gwen to the Trustee by the Employer Upon termmahon or revocahon of the Trust, all of the assets thereof shall return to and revert to the Employer Term~nahon of th~s Trust shall not, however, reheve the Employer of the Employers conhnu~ng obhgahon to pay deferred compensahon to Employees m accordance w~th the terms of the Plan Sechon 7 2 Amendment The Employershall havethe r~ght to amend th~s Agreement ~n whole and ~n part but only w~th the Trustee's written consent Any such amendment shall become effective upon (a) delivery to the Trustee of a written ~nstrument of amendment and (b) the endorsement by the Trustee on such ~nstrument of ~ts consent thereto ARTICLE VIII. Miscellaneous. Sechon 8 1 Laws of the D~str~ct of Columbia to Govern Th~s Agreement and the Trust hereby created shall be construed and regulated by the laws of the D~str~ct of Columbia Sechon 8 2 Successor Employers The 'Employer" shall mcludeany person who succeeds the Employer and who thereby becomes subject to the obhgahons of the Employer under the Plan Section 8 3 Withdrawals The Employer may. at any hme, and from hme to t~me, w~thdraw a porhon or all of Trust Funds created by th~s Agreement Secbon 84 Gender and Number The masculine includes ti' feminine and the singular ~ncludes the plural unless the context requires another meaning APPENDIX A CITY OF COLLEGE STATION ("EMPLOYER") DEFERRED COMPENSATION PLAN I. INTRODUCTION Thc, Employer hereby estabhshes the Employers Oefe~ea CompensahonPlan t~eremafterreferredtoasthe Plan The Plan consists of the prowslOOS set forth ~n th~s document The primary purpose of th~s Plan ~s to provide retirement ~ncome and other deferreC beneflls to the Employees of the Employer ~n accordance w~th the prows~ons of sechon 457 of the Internal Revenue Code of 1954, as amended Th~s Plan shall be an agreement solely between the Employer and parbc~pahng Employees II. DEFINITIONS 2.01 Account: The bookkeepmg account mamtamed for each Parbc~pant reflechng the cumulabve amount of the Parbctpant's Deferred Compensabon. mcludmg any mcome. gams, losses, or ~ncreases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensabon. and further reflechng any d~stmbu- nons to the Parbctpant or the Parbctpant's Beneficiary and any fees or expenses charged against such Parbc~pant's Deferred Compensahon 2.02 Administrator: The person or persons named to carry out certain nond~screhonary admm~stratwe funchons under the Plan. as heremafter descmbed The Employer may remove any person as Admtmstrator upon 60 days advance nobce tn wmhng to such person, m which case the Employer shall name another person or persons to act as Admtmstrator The ^dmtmstrator may res,gn upon 60 days advance nobce m wr~tmg to the Employer. ~n which the case the Employer shall name another person or persons to act as Adm~mstrator 2.03 Beneficiary: The person or persons designated by the Parhctpant ~n h~s Jomder Agreement who shall receive any benefits payable hereunder tn the event of the Parbc~pant's death 2.04 Deferred Compensation: The amount of Normal Compensa- non otherwise payable to the Parhc~pant which the Parhc~pant and the Employer mutually agree to defer hereunder, any amount credited to a Parhc~pant's Account by reason of a transfer under Sechon 6 03. or any other amount which the Employer agrees to credit to a Parhctpant's Account 2.05 Employee: Any ~ndtwdual who prowdes serwces for the Employer whether as an employee of the Employer or as an ~ndependent contractor, and who has been designated by the Employer as ehg~ble to parhc~pate m the Plan 2.06 Includible Compensalion: The amount of an Employee's compensahon from the Employer for a taxable year that ~s attributable to serwces performed for the Employer and that ts ~ncludtble m the Employee's gross mcome for the taxable year for federal income tax purposes, such term does not mclude any amount excludable from gross mcome under th~s Plan or any other plan descmbed ~n sechon 457(bl of the Internal Revenue Code any amount excludable from gross ~ncome under sechon 403(bl of the Internal Revenue Code or any other amount excludable from gross mcome for federal mcome tax purposes Includ~ble Compensabon snail be determmed wdhout regard to any commumty property laws 2.07 Joinder Agreement: An agreement entered rolo between an Employee and the Employer. ~nclud~ng any amendments or mod~flcahons thereof Such agreement shall fix the amount of Deferred Compensation specdy a preference among the ~nvestment alternatwes designated by the Employer. designate the Employee's Beneficiary or Beneficiaries. and incorporate the terms, conditions, and provisions of the Plan by reference 2.08 Normal Compensation: The amount of compensahon which would be payable to a Parbctpant by the Employer for a taxable year d no Jo~nder Agreement were m effect to defer compensahon under th~s Plan 2.09 Normal Reflremenl Age: Age 70. unless the Parhc~pant has elected an alternate Normal Rebremenl Age by written ~nstrument dehvered to the Admm~strator pmor to Separahon from Serwce A Parhc~pant's Normal Rehrement Age determines (a) the latest t~me when benefits may commence under this Plan (unless the Parhc~pant conhnues employ- ment after Normal Retirement Age). and (b) the period dumng which a Parhc~pant may uhhze the catch-up hm~tahon of Sechon 5 02 hereunder Once a Partic~pant has to any extent uhhzed the catch-up hmttahon of Sechon 5 02. h~s Normal Rehrement Age may not be changed A Parhc~pant's alternate Normal Retirement Age may not be earher than the earhest date thai the Parhc~pant wdl become ehglble lo rehre and receive unreduced rehrement benefits under the Employer's basic rehrement plan covermg the Parhc~pant and may not be later than the date the Parhc~pant attains age 70 If a Parhc~pant conhnues employment after atta~mng age 70 not hawng prewously elected an alternate Normal Rehrement Age. the Parbc~pant's alternate Normal Rehrement Age shall not be later than the mandatory rehrement age. ~f any. estabhshed by the Employer or the age at which lhe Parhc~pant actually separates from service tf the Employer has no mandatory rehrement age If the Parbctpant wHI not become ehg~ble to receive benefits under a basic retirement plan mamtamed by the Employer. the Parbc~pant's alternate Normal Rehrement Age may not be earher than attainment of age 55 and may not be later than attamment of age 70 2.10 Participant: Any Employee who has joined the Plan pursuant to the requirements of Arhcle IV 2.11 Plan Year: The calendar year 2.12 2.13 Retirement' 'The hrst date upon wh,¢h both Of th,~ following shall have OccurredwdhrespecttoaParhc~pant Separahor, from Serwce and attmnment of Normal Rehrement Age Separation from Ser¥1ce: Severance of the Parhmpant s employment wdh the Employer A Parhc~pant shall be deemed to have severed h~s employment wdh the Employer for purposes of th~s Plan when m accordance wdh the estabhshed prachces of The Employer the employment relabonsh~p~scons~deredtohaveac/uallyterm~nated In the case of a Parhc~pant who ~s an independent contractor of the Employer Separahon from Serwce shall be deemed to haYe occurred when the Parhc~panls contract under which serwces are performed has completely expired and terminated th.~- lb I'1l*~ f~,f,:s,_-~.,tbl. for the P~rtlcip~nt ss~rvIc~"s Andlt Participant will become an Employee of the Empluyer III. ADMINISTRATION 3.01 Duties of Employer: The Employer shall have the aLJthOrdy to make all dlscrehonary decisions affect,nc the r~ghts or benefits of Parhc~pants which may be required m the adm~ms'rahon of th~s Plan 3.02 Duttes of Administrator: The Adm~mstrator. as agent fo~ the Employer shall perform nond,screhonary admm~strahve funchons ~n connection wdh the Plan ~nclud~ng the maintenance of Parhc~pants Accounts the prows~on of periodic reports ct the status of each Account and the d~sbursement of benehts on behalf of the Employer ~n accordance wdh the prov~s~ons of th~s Plan IV. PARTICIPATION IN THE PLAN 4.01 Initial Participation: An Employee may become a Pamc~pant by entering rotc a Jo~nder Agreement pr~or to the begmmng of the calendar month ~n which the Jomder Agreement ~s to become effechve to defer compensation not yet earned 4.02 Amendmenl of Joinder Agreemenl: A Parhc~pant may amend an executed Jmnder Agreemenl to change the amount of compensation not yet earned which ~s to be deferred (including the reduct;on of such future deferrals to zero) or to change h~s investment preference (subject to such restr~c- hORS as may result frorn the nature or terms of any ~nvestment made by the Employer) Such amendment shall become effectwe as of the begmmng of the calendar month commencing after Ihe date the amendment ~s executed A Parhc~pant may at any hme amend his Jo~nder Agreement to change the demgnated Beneficiary and such amendment shall become effechve ~mmed~ately V. LIMITATIONS ON DEFERRALS 5.01 Normal Limitation: Except as provided m Secbon 5 02 the maximum amounl of Deferred Compensahon for any Parhmpant for any taxable year shall not exceed the lesser of $7.500 O0 or 33 1/3 percent of the Parhmpant's Includ~ble Compensation for the taxable year Th~s hmdahon will ordinarily be equ,valem to the lesser of $7 500 O0 or 2.5 percent of the Parhmpant's Normal Compensahon 5.02 Catch-up Limitation: For each of the last three (3) taxable years of a Parhclpant endm9 before h~s attainment of Normal Retirement Age. the maximum amount of Deferred Compensation shall be the lesser of (1) $15000 or (2) the sum of (f) the Normal L,m~tahon for the taxable year and (,H that port,on of the Normal Lm~ltat~on for each of the pr~or taxable years of the Participant commencing after 1978 dunng which the Plan was ~n ex~slence and the Parhclpant was ehg~ble to parhcJpale in the Plan (or m any other plan estabhshed under sechon 457 of the Inlernal Revenue Code by an employer wdhm the same State as the Employer) less the amount o! Deferred Compensahon for each such prior taxable year (including amounts deferred under such other ~.,lanl For purp,jS~"S L,I lh~:, ~Ch,)r'~ 5 02 a P,lrhcrp,lrli.,, ItlE IIJd~Dle Compensahon ~'..-. r t'q~, ,. Lir r~nl ta~able year shall deemed to include any Deterrea Compensahon for Ine taxable year m e.cess of me amount permitted under the Normal L~mdahon. and the Parhmpant's Includ~ble Compen- sahon for any prior taxable year shall be deemed to exclud, any amount that could ~ave been deterred under the Normal Lmm,tat,on fo~ such pr,or ~a~able year 5.03 Sechon 403(b) Annu~hes For purp.Js~s Of S~c1..~ns 5 01 Rna 5 02 amounts contributed by the Employer on behalf of a Parhc~pan/for the purchase of an annuity contracl desc.bed m sechon 403(b) of the Internal Revenue Code shall be treated as rf SUCh amounts constduted Deferred Compensa- ~rOn under lh,s Plan fei the la.able y~ar m winch tl~e Conh~but,on v~as made and shall thereby ~oduce max~r~um amo~Jnt that may b~ deferred for ~,lCh ta~able ~ea~ VI. INVESTMENTS AND ACCOUNT VALUES 6.01 Inveilmenl of Deferred Compenialion: All ~nvestments of Parhc~pants Deferred Compensahon made by the Employer including ~ll property aha r~ghls purchased w~th SLiCh amounts and all ,ncome att, ~butable thereto, shall be the sole property of the Employer anO shall not be held ~n I~uSl Partlc~panls or as collateral securlly tOt the fulJHlment of the Employer S obhgahons ul~ae~ The ~lan Such property shall be sub]ecl [o the cia,ms of general CledlJO~S of the Employdr and no Parhc~papl or Benehclary shall have any vested IqlefL'sl Or S~'C' H ed or pJcfe~i~d pu~lllon w,th resp~Jcl lO SLJCh J,rop,-JJy gl ha~ a~y Clam1 aga,qs[ Ihe Employe~ ozcepl as a gen~al creddof 6.02 Credlhng ol Accounls: The Participant s Account shall reflect the amount and value of the ~nvestments or olher property obtained by the Employer through the mveslment of the Parhc~pants Deferred Compensabon It ~s anhcJpated that the Employer's investments w~th respect to a ParhcJpant wdl conform Io the investment preference speclhed m the Participant s Jolnder Agreemenl. but nothing hereto shall b& conslrued to reqmre the Employer to make any parhcular investment of a Parbc~pant's Deferred Compensahon Each Participant shall recewe periodic reports, not less frequently than annually, show~ng the then-ourrenl value of h~s ACCOUnt 6.03 Acceplance of Translers: Pursuant to an appropriate written agreement, the Employer may accept and credit to a Parbc~pant's Account amounts transferred from another employer within the same State representing amounls held by such other employer under an ehg~ble State deferred compensation plan described m sechon 457 of the Internal Revenue Code Any such IransJerred amounl shall no1 be Irealed as a deferral subject to the limitations ol Article V. provided however thal the aclual amounl ol any delPr~al under the plan [rom which lhe transJer ~s made shall be laken inlo account in computing the catch-up hm~Jahon undvr Secllon 5 02 6.04 Employ~ Liablllly: In no evenl shall the Employer's habHliy to pay benefits to a Parhc~panl under Arhcle VI exceed Ihe value of the amounts cledlled Io the Parhc~panJ s Accounl lh~ Employer shall nol be hable for losses arising Jrom deprec~abon or shrinkage m the value of any ~nvostmCnlh acquired under th~s Plan VII. BENEFITS ?.01 Rehremenl Benefits and Election on Separahon Irom Service: Except as otherwise prowded ~n th~s Arhcle VII. the d~strlbutlon of a Parhmpant's Account shall commence during the second calendar month after the close of the Plat Year of the Parhmpant's Rehrement, and the d~stnbuhon o, such Rehrement benehts shall be made m accordance wdh one of the payment ophons described m Sechon 7 02 Notwithstanding lhe foregoing lhe Parl~c~pant may ~rrevo- cabl i .'lecf w~th,fl 60 days following Sc. paral~on t,., Jla~ F. thro drStrlbuflCIl~ L'~f benefits COmmence ¢~r'~ a ddt;, than that d,:'_scr,bed m the p~eced~ng sentence which ~s at least 60 days after the date such election writing to the Employer and forwarded to the Adm~n~strato~ but not later than 60 days after lhe close of the Plan Year of the Parhc~pant s Rebrement 7 02 Paymenl Ophons As prov~d,~,d m Sechons 7 01 7 05 and 7 06 a PartlClpar, l may *~h:,ct lo have the value of h~s Accoun~ d*smbuted ~n accordance wdh one el the following payment options provided that such option ~s consistent wdh the hmdahons set forth ~n Sechon 7 03 (a) Equal monthly quarterly, sem~-annual or annual pav'm~s in all1 ,HlIOUrq~ ChOS,'n bx the Pa~hc~p,an~ COr]tH~uin~ H~hI tl~S ACC,JU~ is -~hausled Ibl One lump sum payment lc) Approximately equal monthly, quarterly sem~-annual Or annual paymems calculated Io conhnue for a period certain chosen by the Parhc,pant ,d} Payments equal to pavmenls made by the ~ssuer of a ~et~r~-ment annu~b pohcy acquired by the Employer {e) Any other paymenl ophon elected by the Parhclpanl and agreed to by ~he Employe~ A Parbclpant s elect*on of a payment ophon must be made at least 30 days before the payment of benefits ~s to commence If a Participant fads to make a umely elechon of a payment ophon benehts shall be pa~d monthly under ophon ic) above for a period of h~e y~ars 7 03 L~mitaflon on Ophons No payment ophon may be selected by the Parhc~pant under Section 7 02 unless the present value of the payments ro me Parhc~panZ determ~ned as of the date benehts commence e~ceeds 50percent of the valueof the Parhmpant's Account as of the date benefits commence Present value determmahons under th~s Sechon shall be made by the Administrator ~n accordance w~th the expecled return mulhples set forth m sechon 1 72-9 of the Federal Income Tax Regulations (or any successor prows~on to such ~egulat~ons) 7.04 Post-retirement Death Benefits: Should the Participant d~e after he has begun lo recewe benehts under a payment option the remaining payments, ~fany, under the payment ophon shall be payable to the Parhc~pants Benefimary commenmng w~thm 60 days after the Administrator receives proof of the Parhmpant's death, unless the Beneflmary elects payment under a ddterent payment ophon at least 30 days prior to the date that the hrst payment becomes payable to the Benehc~ary In no evenl shall the Employer or Adm~mstrator be haDle lo the Benehc~ary for the amount any payment made m the name el the Participant before the Admm,s~rator receives proof of death o[ the Parhc~pant Nolw~thstandmg the foregoing payments to a Benehc~aw shall not extend over a period longer lhan (0 the Benehc~arv s hfe expectancy ~f the Benehc,aW ~s the Parumpan~ s spouse o~ h~) fdl~en 115) years d the Benehc~ary ~s not lhe Pa~tlcmants spouse If no Benehclaw is designated ~n the JomderAg~eement Or ll the deslgnated Benehc,aly does not surw~ethe Parhc~panttor ape~odofhfteen ~15) days then H~e commuted value of any remmmng payments under the payment opnon shall be pa~d ~n a lump sum to the eslate of the Parbclpant I~ the designated Beneficiary surwves the Parhcmanl for a per~od el hfleen (15) days but does not contmu~ to hve Ior the remmnmg per,od of payments under Ihepaymentop~on (asmod~hed ~fnecessary ~nconform~ty wdh the third sentence of Ih~s seclmn), then the commuted value of any remaining payments under the payment option shall be pa~d m a lump sum to the estate of the Benehcmry 7.05 Pre-retirement Death Benefits: Should the Parhmpant before he has begun to recewe the benefits prowded by 7.06 7.07 ~.'chon$ ? Ij10i 7 06 E~ death b,~r~,,ht eqtlal tu Jh~: ,. ~]JLJl' ,jJ commencing no later than 60 days after the close of the Plan Year ~n which the Parl~c~pant would have attained Normal RehremenlAge Such death benefdshall be pa~d ~n alump sum unless the Beneficiary elects a d~fferent payment Ophon wfth~n 90 days of the Parhmpanl s death A Beneficiary who may elect a payment ophon pursuant to the prows~ons of the preceding sentence shall be treated as ~f he werea Parhcmam for purposes of delerm~mng the payment ophons avadable under Sechon 7 02. prowded, however, that the payment ophon chosen by the Beneficiary must prowde for payments to the Beneflmary over a period no longer than the hfe expectancy of the Benehcmry ~f the Beneficiary ~s the Parhc~pant S spouse and must prowde for payments o~er a per~od not m excess of hfteen ~151 years 'f the Benehc~ar¢ ~s not the Parhc~pant s spouse Olsablllly: In the event a Part~c~pam becomes d~sabled before the commencemenl of Retuement benefits under ~¢Cl~on 7 01 the Parhc~pant may elect to commence beneflls Hnder one of the payment options described m Section 7 02 on the last day of lhe month following a determmahon of d~sabmW by the Employer The Partm~pants requesl for such determlnahon must be made w~[hm a reasonable t~me after the ~mpmrment which constdutes the d,sabHdy occurs A Parhc~pant shall be conmdered d,sabled for purposes of th~s Plan ~f he ~s unable to engage ~n any substanual gainful actw~ty by reason of any medically determinable physical or mental m~pa~rment which cap be expected to result ~n aeath or be of Iong-conhnued and mdefmde durabon The msabd,ty of any Parhmpant shall be determined ~n accordance w~th umform principles consistently apphed and upon the bas~s of such medical ewdence as the Employer deems necessary and desirable Unlores~able Emergencies: In the event an unforeseeable emergency occurs a Parhc~pant may apply to Ihe Employer to receive that part of the value of his account that reasonably needed to satisfy the emergency need If such an apphcat~on ~s approved by the Employer the Parbc~pant shall be pa~d only such amount as the Employer deems necessary to meet the emergency need. but payment shall not be made to the extent that the hnanc~al hardship may be reheved through cessanon of deferral under lhe Plan. ~nsurance or other re,mbursement, or hqu~datlon of other assets to the extent such hqu~dat~on would not dself cause severe financial hardship An unforeseeable emergency shall be deemed to ~nvolve only c~rcumslances of severe financial hardship to the Parnc~pant resulting from a sudden and unexpected dlness accident of Ihe Participant or of a dependent las defined sechon 152(a) of the Internal Revenue Code) of the Part~cmant loss Of the Parhc~pant s property due to casually or other s~mdar and extraormnary unforeseeable c~rcum- stances a~ ~s~ng as a result of events beyond the control of Parhcmant The need Io send a PaH~mpant s child lo college or 1o purchase a new home shall not be considered unforeseeable emergencies The determination as to whethe~ such an unforeseeable emergency e,~sts shall b,~ based on lhe metals of each mdw~dual case VIII NON-ASSIGNABILITY No Parhc~pant or Benehmary shall have any right to commute sell assign, pledge transfer or otherwise convey or encumber the r~ghl to receive any payments hereunder which payments and r~ghts are expressly declared to be non-asmgnable and non- tr arlsferable IX, RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS Th~s Plan serves m add~hon to any other rehrement, pension or benefit plan or system presently ~n existence or here~nafte~ estabhshed for the benefit of the Employer s employees and parhc~pahon hereunder shall not affect benehts recewable under 3 aq¥ SL, Ch 121an (-,~ S)st,~m ,",lolrllng c:_,nl,':l~ned rn ti"uS Plan shall b~ deemed to constitute ar1 r-mplo~,mLn! conttacl Or agreen.enl between any Part~c~pan! aPd the Employer or to g~ve clny Parhc~pant the r~gh! to be relamed m the employ of the Employer Nor shall anything here~n be construed Jo moddy lhe terms of any employment conJracl or agr.',pnl,~nt b,'Iweeh a ParI,c~pant and Iht. X. AMENDMENT OR TERMINATION OF PLAN The Employer may at ant hme amend lh~s Plan prowded that ~ransmds such amendmpnt ,n w~[mq Io lh~ Aclmmls"lrator at least ~11 'I,:1%S [Prl~l b_~ Ihr. r. ffc, cl,,~ d,~l~'¢.l lb. lrh~,odm,~r~f Thp c,~rl.c.;,r'l ~:1 lb,-, Ad.qlllllSJraJ,}t ~j-,all 11, I J',~ r"[-ilJllr'~J ill ¢,rdPl JCJr SLJCJl anl¢.r'~C~m~-,nJ lo bec. om~ ~',ftect,;*- bLJl ll*~u Adnllr'q$1rab.w shall under no obhgatlOn 7o Conlmue acting as Aclmlnlstr dior he~euncler ~f d d~sapproves of such amenclmenl The Employer may at an~ hme terminate lh~s Plan The Administrator may a~ ~fly time propose an amendmenl Io lhePlan byan*nst~umenlln wr~hnglransmiHedtolheEmployer least 30 clays before the ~tfechve daf,' el the amenamerd Such am*~ndnlen[ sh~ll becor11~ ~-ffe(-b~= ~lnl9~ WlJhlll 5LIgh Xl XII. p~r~od Iht- Emj.,Io',er r'iL~1~fl~s trl~ AdrTumstlar~)r ,ri wrltlrlq thal It d~sapproves Such amendmenl il-, ~h~ch Case such amenclmerH shall not become effech~-, In J~l~ ~vpn[ o~ SuCh a~sapproval the Admm,strator shall be under nC, obhgal~on lo continue acting as AdmmistralOr her eLindef NO Amendmpnl Or lermmnalmo~ Of lhe Plan shall d~vesJ any Palbclp.tnl Ot an~ rights ~ll~ '.'~ecl lO COnlpens~rlorl deferred b,,tore thc- dale ,)f tnp an]endmo'-I Or lermlllaJ~on APPLICABLE LAW Th~s Plan shall be conslruecl uncler the laws of the stale where the Emplo':,e~ ~s h~cated ancl ,s ~.stabhshed w~th thc. ~nten! lhat meet the requirements of an 'ehg~ble State defer red compensahon plan under sechon 457 of the Internal Revenue Code of 1954 as ~lrH* IJd,'d Th, plLI~,I-cH.',CI5 c,I th~ [-Ictrl shall h~. ~[ir~l,ol~.t. d v~, J"ipli-~.I i pC, SS~bh:.' iii L. ClrlJ,jrrlll[¥ will] Jh,~ le(..julr_~rllenl$ I.JJ that GENDER AND NUMBER The mascLJhnF'pronoun whenF-.p~ usedherem shall~ncludethc feminine prOrlOun and lh~, sIrlgu ,-~r shall IncJLJde the plural exceL, 1 whet, the context reqkures oth~r~;~se APPENDIX B DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLEI Name and Deflmhons SECTION 1 1 Name The Name et the Trust created hereby ~sthe ICMA Rellremenl Trust SECTION 1 2 Debit,ohs Wherever they are used hereto thc` following terms shall hay.,:' the following )espechve meamngs (ar By-Laws The By-Laws referred to~n Section 4 1 hereof a~ amended from time *O tln'~e (b) Deferred Compensatlon Plan Adeferredcompensahonplan estabhshed and mamtamed by a Pubhc Employer for the purpose of prowdmg reUrement raceme and other deferred benehts to ds employecJs .1 accordance wdh the prows..~r,s of sechon 457 ~,1 the Im~,rnal Revenue- Code et 1954 as an,enaer~ (cl Gualanteed Inveslm~,nt Contract A contract entered ,nfo by the ReUrement Trust wdh insurance compames mat prey,des fo, a guaranteed rate of ~eturn on ~nvestmc`nts made pursuanl tc, such contract Idl ICMA The Internahonal Cdy Management Assoc~ahor, (er ICMA RC Trustees Those Trustees elected by the Pubhc Employers who. In accordance w~th the prows~ons of Sechon 3 1(ar hereof arealsomembersofthe Board of D~rectorsoflCMA or RC (fl Investment Adwser The Investment Adwser that enters ~nto a contract w~th the Rehrement Trust to prowde adwce wdh respect lo investment of the Trust Property (gl Employer Trust A trust created pursuant to an agreement between RC and a Pubhc Employer for the purpose of investing and administering the funds set aside by such employer ~n connecl~on with its deferred compensation agreements wdh ~ts employees (hr Portfohos The Portfolios of ~nvestmentsestablished by the Investment Adwser to the Rehrement Trust unde~ the superws~on of the Trustees for the purpose of prowdmg ~nvestments for the Trust Property 10 Pubhc Employee Trustees Those Trustees elected by the Public Employers who. m accordance w~th the prows~ons of Sechon 3 1(ar heleot, are full-brae employees of Pubhc Employers (Ii Pubhc Employer A und el slateor Iocalgovelnment or any agency o~ u~slrumenlahty thereof that has adopted a Deferred Compensahon Plan and has executed th~s Decla~ahon of Trust Ik) RC The Inte~nahonal Cily Management Assoc~ahon Rehremenl Corporation (I) Rehrement Trust The Trust created by th~s Declarahon of Trust (m} Trust Property The amounts held m the Rehrement Trust on behalfollhePubhcEmployers The Trust Property shall~nclude any raceme resultmg from the investment of the amounts so held (n) Trustees The Pubhc Employee Trustees and ICMA RC Trustees elecled by the Pubhc Employers to serve as members el the Board of Trustees of the Rehrement Trust ARTICLE II Creahon and Purpose of the Trust. Ownership of Trust Property SECTION 2 1 Creahon Th~ Reh~emer, t Trusl ,5 creat;.d an,l estabhshed by the execubon of tins Declarahon of Trust by the Trustees and the parhopatmg Pubhc Employers SECTION 2 2 Purpose The purpose uf thc Rel,rc. ment fru~l ~- pier,dP fo~ the commmglea ,n~stm, enl c,l tuuds held Dy In~ F,iI, Employs. is m conn~(hon ,'~dh theu Dr-fer~{~ Comp~nsah.,n Plaris T~ ,, Trust Property shall De m~ested ~n the Portfohos ,n Gua~ant¢¢.d Investment Contracts and m othe~ mvestmer, ts recommended D} Investmenl Adws~r under the superws~on of the Boa~d oI Trusle~s SECTION 2 30wne~smp of T~us1 Properly The Trus1~s shall ha~e legal hHe 10 the TruSt P~ope~t> T~ Pubhc Emplo/~rS shall be benehoa! owners c,f thC TruSt Ploperty ARTICLE II1. Trustees SECTION 3 1 Numbe~ 3nd Quahhcat~on,Df Trustec's ~a) The Boardot T~usteesshallconslstof rune Truste¢,s Fp. euf the Trusle¢"S shall be full-time employees of a Public Emplovr'r (the Pubhc Emplo,~ee Trusteesl who are authouzed by such Public Employer to serve as Trustee Theremam~ng four Trustees shall consist of two persons who at the hme of elechon to the Board of Trustees are members of the Board of D~rectors of ICMA and two persons who a! the hie of elechon are members of the Board of D~rectorsof RC (thelCMA RCTrustees) One of the Trustees who ~sad~reclorof ICMA and one of the Trustees who ~s a d~rector of RC. shall at tile t~me of elechon be full-hie employees of a Pubhc Employer lb) No person may serve as a Trustee for more than one te~rn m any ten-year pe~od SECTION 32 Election and Term la) Except for the Trustees appomted Io hll vacancies pursuant toSechon 35hereof the Trustees shall be elected bya,.oleola majority et the Pubhc Employers in accordance w~th p~ocedures set forth ~n the By-Laws (b) At the lust erection of Trustees three Trustees shall be elected ¢ora le~m of three years three Trustees shall De elect,-'"d Io~ a l¢rm el two ;ears and three Trustees shall be elected Io~ a tYrm of one yea, Al each Subsequenl el,~chon three TftJSte~_,$ sl~all be elecled fo~ a P.-rm Of three veals and unhl h~s O, Successor IS elected and quallhed SECTION 33 Nonl,nal~OnS The Truslees who a~e full-hrne employees of Pubhc Employers shall serve as thc, Nommatmg Commdtee fo~ the Pubhc Employee Trustees The Nom~natmg Corem,tree shall choos,~ cand~datc, s fo~ Pubhc Employee Trustees accordance with the p~ocedures Set forth in the By-Laws SECTION 34 Res,gnat,on and Removal tar Any Trustee may res,gn as Trustee {w~thout need for prior or subsequent accountmgl by an instrument ~n wfmng s~gned by the Truslee and deh,,e~ed Io the other Trustees and such resignation Shall be eftechve uporl such dehvery or at a later date according tO the terms ct th~ mStrunlrnl Ar~,, F:I th~- '[r~JS1~'.~'S ms', hr removed fo~ cause b~ a ~o[u ~,r a m~lO~d~ of Th~ PuDhc Employers Ibl Each Public Employee T~us~eeshall resign h~s or her posd~on as Trustee w~th~n s~xly days of the da~e on which he Or she ceases to be a full-brae emplove~ of a Puhhc Employe~ SECTION 35 Vacancms Th, t~,~m o~ otho- ,j~ a Tr.~ste,: s~3q terminate aha a vacancy S~all occu~ ~n the e~ent Cfi thc, .Jeat~ resignation removal adlud~cated~flcompelenceorother ~ncapacdyto perform lhe dubes of the olhceofa Truslee Inlhecaseotavacancy. the remaining Trustees shall appo~nl such person as lhey ~n their d~scret~on shall see fit (subject Io lhe hmdat~ons set h)rlh in th~s Secbon I to for JhF' LJn.'~)l[,'d ~'C,I h,~n (d Jh~- ~.'f ql .~t th,' T'ilSb ~. V.h-, has resig~]~d olher~se c,'ased lo hL. d T~u~l~,. mh~, ,~,; .m~hn~nl Shall b~. made by wrdten msl~umont s~gned b~ a ma~ordy of the Trus~c, es The person appom(ed mus~ be lhe same b~e Ct T~uslee (~e Pub,,c Emptoyee Trustee o~ ICMA RC Trustee) as lhe person who has ceased to be a Truslee An appointment of a Trustee may be made m anbc~pahon cfa vacancy lo occur at a later dale b~ reason of rehremenl or resignahop prowaea lhat such appomtm~nJ sha'l not b~come effech~e prior ~0 s,.on re~,remenl or resignation Wtlenev~r a vacanc~ m ~ne numbe~ ol Trustees shall ocCJil uuhl ~uch ~c,~l~ ~ ,~ J~ll,,o as k,'c,,l~d Secllon 35 the Trustues m o~f~oe ~ega~dlessoflne~r number shah na',e all the powers granted to lhe T~ uslees and shall d,scharge all the duhes ~mposed upon lhe Trustees b~ Jh~s gecla~atlon A wrdlen ,nsh~menl cerldymg lhe existence of such vacancy s~gned by a majordy of lhe T~ usJees shall be conclbswe e~ idenoe o~ the ex ~stence of such vacar, cy SECTION 36 Trustees Serve m Repr~semat~ve Capacdy execuhng Ibis Declarahon each Pubhc Employer acres lhal the Pubhc Employee Trustees elecled by the Pubhc Employers are aulhor~zed to act as agents and represenlatwes ol lhe Pubhc Employers collechvely ARTICLE IV. Powers of Trustees SECTION4 1 General Powers The Trustees shall have the power to conduct the bus~ness of the Trust and to carry on ~ts operat~ons Such power shall include, but shall not be hm,ted to the power to (a) recewe the Trust Property from the Pubhc Employers or from a Trustee of any Employer Trust (b) enter ~nto a contract wnh an Investment Adwser prowdmg. among other things, for the estabhshment and operation of the Portfohos selechon of the Guaranteed Investment Contracts m which the Trust Property may be invested, select~on of other investments for the Trust Property and the payment of reasonable tees to the Investment Adwser and to any sub-investment adwser retained by the Investment Adviser (c) rewew annually the performance of the Investment Adwser and approve annually the contract wdh such Investment Adwser (all revest and reinvest the Trust Property m the Portfohos the Guaranteed Investment Contracts and m any other ,nvestment recommended by the Investment Adwser. prowded that d a Pubhc Employer has d~rected that its momes be invested m specd~ed Portfolios or ~n a Guaranteed Investment Contract the Trustees of the Rehrement Trust shall revest such momes ~n accordance w~th such d~rectlons (e) keep such porhon of the Trust Property ~n cash or cash balances as the Trustees, from t~me to hme may deem to be ~n the best ~nterest of the Retirement Trust crealed hereby, w~thout habH~ty for interest thereon, If) accept and retain for such t~me as they may deem adwsable any securmes or other property recmved or acquired by them as Trustees hereunder whether or not such securlhes or other property would normally be purchased as ~nvestments here- under, (g) cause any securmes or other property held as part of the Trust Property to be registered m the name of the Rehrement Trust or m the name of a nominee, and to hold any investments in bearer form, but the books and records of the Trustees shall at all hr'rl~$ ~_how thal all ~_Hch ~n%,.'.,-drl,~,nrs ~r~ ~ p~rt O~ Th~ TrLJSI Ih) make execute acknowledge and dehver any ana all documents of transfer and conveyance and any and all o~her msiruments that may be necessary o~ appropriate Io carry out powers here~n granted, ~ ~0~6' tJpon anv Stock bonds ,',r Orh,,r Secu~,l~es g~e general ~ special pro~S Or powers of aHurney wdh L)~ w~thoul powe~ of substitution exercise any con,ers,un pr~vdeges subSc;lphon r~ghls or other Ophons. and make any payments incidental thereto oppose or consent to or othe;wlse parhmpate m corporate reorgamzabons o~ other changes aflechng corporate S~CL;rdr¢'S and delegal~ dr~cr~tlO~Pr powers Rnd pay any a~spssm~nls o, charg~s in C,2nr,~Ch,3n th,.~v, dh Ar~a e~erC~Se an~ of the powers of an Owm-r ~th ~CSp-,cl to 5tucks bonds, secu;d~es or Other p'oPer:~, rtL-la a~ ~a~t of th~. Trust P;oDerty l J) enter ~nto contracts or arrangements for goods or serwces required ;n connechon with the operahon of the Rehrement Trust ~ncludmg, but not hm~ted to conb acts wdh custodians and contracts for the prowslon of adm~mstraiwe services ,~1 borrow Or ra,se money for the purpose of the Ret~remem T rdSt m SuCh amount and upon such terms and conditions as the T;us;ees shall deem adwsab~e prowded that the aggrega;e amoum of such borrowings snail not exceea 30% of the value of the Trust Property No person lenmng money lo the Trustees shall be bound to see :ne apphcahon of the money lent or ~o mqu~re rotc ~ts vahddy, expemency or propriety of any such borrowing. (I) ~ncur reasonable expenses as required for the operahon of the Rehrement Trust and deduct such expenses from the Trust Property. Im) pay expenses properly allocable to the Trust Property ~ncurred m connection with the Deferred Compensation Plans or the Employer Trusts and deduct such expenses from that porhon of the Trust Property beneficially owned by the Pubhc Employe 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 any and all kinds whmh. ~n the opinion of the Trustees, are properly lewed, or assessed under ex~stmg or future laws upon, or ~n respect of, the Trust Property an d allocate any such taxes to the appropriate accou nfs (o) adopt, amend and repeal the By-Laws, prowded that such By- Laws are at all hines conmstent w~th the terms of th~s Declarahon of Trust, (p) employ persons to make avadable interests ~n the Retirement Trust to employers ehg~ble to maintain a deferred compensahon plan under section 457 of the Internal Revenue Code as amended (q] ~ssue the Annual Report of the Rehrement Trust and the d~sclosure documents and other hterature used by the Ret;rement Trust, (r) make loans, mclud;ng the purchase of debt obhgahons, 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 prowded that the Trustees may nol delegate the powers set forth m paragraphs (b), (c) and (o) of th~s Sechon 4 1 and may not delegate any powers ~f such delegahon would wolate their hducmry dutms, (t) prowde for the mdemmfmahon of the officers and Trustees of the Rebrement Trust and purchase fldumary insurance, (u) maintain books and records, including separate accounts fo each Pubhc Employer or Employer Trust and such add;bona separate accounts as are required under, and consistent w~lh, the Deferred Compensahon Plan of each Pubhc Employer. and (vi tlc all Such acts take all such proceedings and e~erclse all such ~ghts and pr~wleges although not specifically menhoned herein as lhe Trustees may deem necessary or appropnale to adm~mster the Trust Properly and to carry out lhe purposes of lhe Rehrement Trusl SECTION 42 D~str~buhon of 'trust Property D~slr~buhons Of the Trusl Prop_,:,rty shall be nlaCle Io or on behalf of the Pubhc Employ,-,~ aucordano., ¢.Hh lin, l~..rUl~ ,.ff ti'h, D~h~rle,J CompensaI,~rl Employer Tr,Jsls The T~LJSt,-',.S ol lh~, Rr-t,remenl T~ust shall b~_, fully p~otected m rook,ne payments m accordance w~th the d~rechons of Ih,'. Pubhc Employers or the T~ustees of the Employer ~'rust$ wdhoul ascertaining whelher such payments are m comphance w~th th; pro',~slons of lhe Oef.rcrr¢,d Con~p~nsat,on Plans or the agrr-~mr.nt,. Cr~,thrlq Ih*, Emph,'~, r SECTION 4.~, Ex~.,_uhOn ,:,f Inshumenls Tile ur]amn]ously des~gnale a%, one Or nlC,~e ct the TrLJst~es to e,~ecul(, ~nstrumentor documenlon behalf olall ~ncludmg but nol hmHed s~gmng or endorsemen'l of any check and the s~gnmg of any apphcahons insurance and other contracts and the achon of such designated Tru.~tee or Trustees shall have lhe same force and effect as taken by all the Trustees ARTICLE V. Duty of Care and L~ability of Trustees SECTION 5 1 Duly of Care In exercising the powers hereinbefore granted lo the Trustees tne Trustees shall perform all acts w~thm the.r authority for the exclus~,e purpose of prowd~ng benefits for the Pubhc Employers and shall perform such acts wdh the care skdl. prudence and dlhgence )FI the c.cumslances then p~evad~ng that a prudent person acting ~n a hke capacity and familiar with such matters would use ~n the conduct of an enterprise r.~f a hke character and with hke alms SECTION 52 L~ablhty The Trustees shall not be liable for any m~stake of judgment or other achon taken m good faith, and for any achon taken or omitted ~n 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 officers, employees or agents or by the Investment Adviser or any sub- InVestment adwser accountants, appraisers or other experts or consultants selected w~th reasonable care by the Trustees. officers or employees of the Retirement Trust The Trustees shall also not be hable for any loss suslalned by the Trust Property by reason of any investment made in good fa~lh and m accordance wdh the standard of care set forth ,n Sechon 51 SECTION 5 3 Bond No Trustee shall De obligated lc. gl,e any bnl~d or other security for lhe performance of any of h~$ Or hr, r ,lutles hereunder ARTICLE VI. Annual Report to Shareholders The Trustees shall annually submit to the PLJhhc Employe~$ a wrdI,.n rrpOrl ol the' transactions Of lhp [~PtllPnlPllJ Trust ,r, clud,nq f~n,ll~clal ~taP,nlent~ which shall b- ('*-rl,fl~',d b:,, ind~Jl:,,~ndOl'~t pubh,_ .iL C, ii. jr,t,lrlJ j chos,~n by th,{.. Tlustees ARTICLE VII. Durat,on or Amendment o! Rehremenl Trust SECTION;' 1 Wlthd~awa; APt,bhcErhL, Iovr, rma¥ ,llan'~tln,, ,.'.ifil statement to that effect Th~wlthdraw~ng Pubhc EmploYersbenetlclal interest in the Retirement Trust shall be pa~d out to the Pubhc Employ¢-r or to the T~ustee ol the Employer Trust as approl:,rlate SECTION 72 DLJratJ,C,r) The Rebrement Trust shall COntlr, u,, unhl lermlnated by the vote of a n.alorlly of the Pubhc Emplo~,v~s ~ach casting one vot~.- Upon tr~rmrr~atlon all of th6- Trust Properly Shall h. pa,d oul Io lh~, Public Emplo¥~.rs L,~ Ih,' T~usleesofthe Empl. ,,.r Ti i.-.t,. as app~ c, pr ,al:- SECTION T 3 AmendmL, nr Tin,; R~Iir~menr Trust u,a,, J,;, dh,, ~.', ' b,~ the VOIL' of a nlalordy ol th,:, Pubhg EmblOyF'rS each cashr,r_.] ,in .,Jr, SECTION 7 4 ['-ruCeC~LJI~- A It--SOILIhL, P, IO lerrJlinatr CII aul::._l;,1 ti',, J~Jl-tlIvrll~'r'lJ' Trust OI It., rerno'~L- a Trt~st,:..r.~ snail be submdt~-d ',c a ,,,.,'~ ~.' lllb PLlbhC Employers ff (a)anlaiord¥ oitheTlusleessod~r~ct o~ b, ~ pelltlOn requeshng a votu s~gnea by rlOl IF. ss than 25%. of th,:,_ ~'lJl'qlL Employers I$ subn'ulted Io Ihe Trust,z,.-.,s ARTICLE VIII. M~scellaneous SECTION8 1 GovernmgLaw Exceptasotherw~sereqLmedbys~at, o~ local law th~sDeclarahonofTruslandtheRet~rement Trusthc. reb, created shall be construed and regulated by the laws of the D~$trrcl ,.,t Columbia SECTION 82 Counterparts Th~s Dec~araUon may bee,,ecuted by the Pubhc Employers and Trustees ~n two or more counte~ parts each ¢4 which shall be deemed an original but all of which togethe~ shall consl~tute one and the same mslrument