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HomeMy WebLinkAboutCity Council Resolution 1974-580CITY OF PLYMOUTH Pursuant to due call and notice thereof, areular meeting of the City Council of the City of Plymouth, Minnesota, was held on the 2nd day of December 1974 . The following members were present: ` �f Councilman Seibold introduced the following Resolution and movea its adoption: RESOLUTION NO. 74-580 APPROVING AMENDMENT OF THE TRUST AGREEMENT BETWEEN THE CITY AND THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION WHEREAS, the City has previously established the ICMA Retirement Corporation's deferred compensation plan for certain of its employees; and WHEREAS, the ICMA Retirement Corporation has requested that certain amendments be made to said plan; and WHEREAS, said amendments assist the City by simplifying the administration of said plan; and WHEREAS, the City will assist its employees, at no cost to itself, by the incor- poration into said plan additional attractive features, NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH that the City amend its Trust Agreement with the ICMA Retirement Corporation by substitution therefor the Deferred Compensation Plan, attached hereto as Appendix A. and hereby authorizes its Mayor to execute the Deferred Compensation Plan with the International City Management Association Retirment Corporation; and IT IS FURTHER RESOLVED that the City Clerk may, on behalf of the City, execute all Joinder Agreements with said employees and other eligible officials and officers, which are necessary for said persons' participation in the plan, an example of which appears as Appendix B. The motion for the adoption of the foregoing Resolution was duly seconded by , and upon vote being taken thereon, the 0 Owing vote 4n favor thereof: Mayor Hilde, Councilmen Seibold and Spaeth 1 -he Tollowing voted against or abstained: none Whereupon the Resolution was declared duly passed and adopted. INTER40GNAL CITY MANAGEMENT ASSOOnON RETIREMENT CORPORATION A P P E N D I X �A DEFERRED COMPENSATION PLAN Amended as of June X8,1974 THIS DEFERRED COMPENSATION PLAN, hereby wtsWishedby City nf Pl L h, Minnesota hersinaRer the Employer; by agreements adth the international City Manegstuent Association Retirement Corporstior and with the employees, officers, and officials of said employer vvho became perry to this egrearent, by reason of a "Joinder Agreement" signed at this time, or at form time in the future. WHEREAS, the Employer ha certain employer rendering to It valuable servicee; and WHEREAS, the Employer is able• to provide its employees with certain benefi-a undo► this Plan which aanre to than participating anplotrsaa narrobts ratirem at security: and WHEREAS, the Emplayr taco benefits from this Plan by increel tq its "ty to attract and resaincernpeopt personnel and by Increasing its flexibility in personnel rrrnagerrnant. NOW THEREFORE WITNESSETH that the Employee has ,wablished this IntRnatiaei City Marngasrwnt Assoeistion Radn"Unt Corporation Deferred Compernedw Pham and hr curd it to be e:teatad by Use official affixing his sigrwtum on behalf of tbe EmploWe tiaNrtnitg body. Conversion Provision: When an Employe has punka* established the ICMMRC deferred eonvensedrs plan for its rnpfoyrs, this Plan shah aupeeasde all previous doeunwan and M'osisirre thnrof except that existing defened tusmpereetion amployr "M apnanrrtts will continue in full fat and -Year In lieu of Part I of this plan, end r such, hate the inrrwdier force and offs" of a 'Joinder Agrarnent" to this Plan. If the Employe and Employee deme to mend the existing Deferred Compensation Enrployrtwnt Aprmrst by substituting Part 1 of this Plan therefor, this may be done by execution of a "Joinder Agreanwnc". Atm fcw Employer: Signature of authorised official (Sod) Approved a to Form: Attorney for the Employer Z I W utlwri:.d off d Peter L. DeCrootowl '!GSaeral Manager For the Employer: By, Signature of Authorized Ofllciollosse Print Noma and Tide For the ICMA Rethones t Carpceadan Signature of Authorized Official/Dae ilsilloC ::s y9YWitlIIe�s'i06i'wGBty�TrtltlSL.Ctlr Complete the following trio to nriuip this agreement to the Retirement Corpontian Full Name IGty of, County of. em.): Title of Official to when correspondence and reports are to be mailed: • Inot rams) Address: (ineWdazip code) Employer{ Federal Tax Identification Number: PRELIMINARY STATE ESTABLISHMENT OF THE PLAN AMENDMENTS The International City Management Association Retirement Corporation, hereinafter the Retirement Corporation or ICMA•RC, Is a nonprofit Delawwe Corporation. It ties been classified as a tax-exempt organization under the provisions of Section 50110131 of the Internal Revenue Code. As an aid in the improverrtem of state and municipal administration in general, she Retirement Corpore- tion is organized for the purpose of receiving and investing deferred compensation funds of state and local governments and their related and controlled public interest or!-izations which are tax exempt under flection 501 of the Internal Revenue Core, hereinafter referred to as "Employers"; to act as trustee andfor agent for the collection and reinvestment of the income therefrom; and to act two agent for such Employers and at their explicit direction for the distribution of the funds and assts of their accounts to their participating Employees in oc cordence with options provided In this International City Mortegernent Association Retinmem Corporation Deferred Compensation Plan, hereinafter referred to as the "Plan", or the "ICMA-RC Plan". Tree ICMA•RC Plate is sat out below in two parts: 1. The Deferred Compensation Employment Agreement; and 11. The Master Trust Agreement. As set out below, the Employer adopts this plan as its agreement with the participating Employees and ICMA•RC, and the Employees shall participate in the Plan through the execution of a Joinder Agreement, which by its term Incorporates all of the provisions of the Plan. A copy of the Plan shall be supplied to each Employee for his study and understanding prior to his execution of the Joinder Agreement. The Employers, through their participation in the Plan, express their desire to haw the benefit of the continued loyalty, service and counsel of their Employees and to assist them in providing for the contingencies of did age dependency, disability, and death. This Plan may be amended fr^^ time to time for purposes of assuring its conformance to the requirements of any applicable law or Me be regulation pursuant thereto, and to preserve the tax-wxempc status of the Ran and the Retirement Corporation. No amendment may either directly or indirectly operate to deprive any participating Emplo v*r of its beneficial Interest in the Trust as it is then constituted The Retirement Corporation will notify the participating Employers of any amendment to this Plan no Inn than sixty days prior to its effective date. Any such amendment will become affective after the expiration of that period of finis, except to throe Employers as may fie an objection. No amendment proposed by participating Employers shall be effective unleu agreed to by the ICMA Retirement Corporation over the signature of an Officer. PART 1. DEFERRED COMPENSATION EMPLOYMENT AGREEMENT 1. Deterred Compensation–Initial Decision–Futuro Changa 1.1 There is era limit on the amount or percentage of the total compensation of the Employee which may be deferrad by the Employer under this Plan. 1.2 For the purpose of this Plan the following definitions apply: a. 'Total compensation" is the total of compensation to be paid by the Employer for the services of the Employee, regardless of the terms used for its components, as, for example, "bine pay;' '•in addition to baa pay." "employer s contributions;' etc.; b. "Deferred compensation" is that amount or percentage of the total compensation of the Employee which the Employer currently defers from the payment to the Employee, and instead, deposits same into a Deferred Compensation Account with the Retirement Corporation under the term of this Plan. Deferred compensation may include amounts from or parcentages #both `bag pay" and "employers contributions" or it may, include amounts from or percantags of only one of these components; c. "Current compensation" is that portion of the Employee's total compensation which is not deferred compensation as deferred compensation is defined herein; and d. "Baso pay" is the stated salary of the Employee. 1.3 The determination of the initial amount or percentage and of any future change in amount or percentage of deferred compensation must be made before the beginning of the pert f of service for which the compensation is payable. /A The amount of total eomupwnation may be adjusted from Gene to time without altering the tonna of this Plan. However, the percentage or amount of deferred compensation may be adjusted in accordeno with 1.3 above. Any such adjustment of the pereenagr or amount of deferred compensation shall be communicated to the Empl,yees agent, the Retirement Corporation, and the deposits in the adjusted percentages or amounts, if changed from the prior existing percentages or amounts, shall thersaftr be node by the Employer into its Retirement Corpof don Account. 2. Deferred Compensation Aceoum. Under this Plan, deferred congenation shall be credited and paid into the Trust established and maintained with the Intsmational City Management Association Retirement Corporation as Trustee. The Retirement Corporation is a honprofit corporation formed for the specific purpose of investing and otherwise administering the funds of said TrusL The Trust may be revoked at any time by the Employer, and upon revocation of said Trust, all of the assets thereof shall return to and revs„ o the Employer. The Employer shall keep accurate bouts and uacorde with respect to the Employee's total compensation or other earned Income and with respect to amounts paid into said Trust 3. Owners+np of Funds. Neither the Employes nor any klio—Llary thereof shall have any interest whatsoever in the funds paid into the Deferred Compensation Account or in the accumulations or any increments on such funds, which shall at all times remain as an asset of the Employer, subject to its absolute dominion, control, and right of withdrawal until such time as the funds or assets of the Account are are distributed to the Employee in accordance with the provisions of this Plan. The obligations of the Employer to pay deferred compensation is contractual only, the Employee having no preferred or special interest or claim, by way of trust, annuity, or otherwise, in and to the specific funds and tants hold in the Deferred Compem ation Account. The contractual obligations of the Employer to pay the lunch and assets in its Deferred Compensation Account to the Employee or his beneficiary on the applicable distribution date shall be a continuing obligation upon the Employer, and shall not be relieved by any agrerrent between the Employer and any other pony, except as provided in Section 2 of Paragraph 12 of this Ran, and shell not be affected in any nanrnr by amendment or revocation of the Trust referred to in Pargraph 2 herein or by reversion of the Trust Funds to the Employer. The provisions of this Paragraph shell supersede and control any other provision of this Plan which could bit interpreted to be in conflict therewith. 4. Administration of Funds. The funds deposited in the Deferred Compensation Account shall be invested and reinvested by the Retirement Corporation, as provided for in the Trust Fund described in ?art II of this Plan, in any manner which in its sole discretion it deems desirable, without regard at any time to any e3al limitation gow-ning the investment of such funds. The Account shall also reflect the gain or loss resulting from the investment and reinvestment thereof, This Trust Fund r,,ay be commingled with others established by the Trustee with other Employers under this Plan. money orto Inquire into the Oty, expediency, or propriety of any such sale or other disposition. (h) To make, execute, ocknow!eoge, and deliver any and all documents of transfer and conveyance and any and all other Instruments that may be necessary or appropriate to carry out the powers herein granted. (i) To settle, compromise, or submit to arbitration any claims, debts, or demeges due or owing to or from the Trust Funds; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Funds In all suits and legal and administrative protstadings. (1) To do all such acts, take all such proceedings, and eaenCisl all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from the Trust Funds. The Employer hereby appoints the Trustee as its agent for purposes of salecting the method by which distributions from the Trust Funds are to be nada, to well as for purposes of making such distributions. In this regard the terms and conditions set forth in the Agreements to be executed between the Employer and its Employees, and any absequent modifications thereof, are to guide and control the Trust"'s pnwer. Section 2.4. Vmluation of Trust Funds. At least once a year as of Valuation Dates dei q. nested by the Trustees, the Trustee shalt dstarmine the value of tea„ Trust Funds. Assets of the Trust Funds WalII be vat- -ed at their market values at the Nose of business on the uation Date, or, in the absence of readily ascertainable market values as the Trustee shall determine, in accordance with methods consistently followed and uniformly applied 0 ARTICLE 111. For Proteetian of Tnstaa Section 3.1. Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting to have been signed on behalf of the Employer which the Trustee believes to have been signed by a duly designated official of the Employer. No communication shall be binding upon any of the Trust Funds or Trustee until they are received by the Trustee. Section 3.2. Advice of Counsel, The Trustee may consult with any leges counsel with respect to the construction of this Agreement, its duties hereunder, or any an, which it proposes to tab or omit, and shall not be liable for any action taken or omitted in good faith pursuant to such advice. Section 3.3. Miscellanerws. The Trustee shelf use ordinary pre and reasonable diligence, but shall not be liable for any mistake of judgment or other action taken in good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by reason of any investment made in good faith and in o condone with that provialoms of this Agreement. The Trustee's duties and obligations shelf be limited to those exist ly imposed upon it by this agreement, notwithstanding any reference of the Pion. ARTICLE IV. Taxes, Expenses and Cotepanessim of Trustee. Section 4.1 Taxes. The Trustee shall deduct from and charge against the Trust Funds any taxes on the Truss Funds or the income thereof or which the Trustee is required to pay with respect to the Interest of any person therein. Section 4.2. Expenses. The Trustee shall deduct from any charge against the Trust funds all reasonable expenses incurred by the Trustee in the administration of the Trust Funds, including counsel, agency and other necnsary fees. ARTICLE V. Sestlemsns of Acmursa The trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder. Within 90 days after the close of each fiscal year, the Trust" shall render in duplicate to the Employer an account of its acts and transactions as Trustee hereunder. If any pan of the Trust Fund &hall be invested through the medium of any common, collective or commingled Trust Fundis, the fast annual report of such Trust Fund; shall be submitted with and incorporated in the account. If within 90 days after the mailing of the account or any amended account the Employer has not filed with the Trust" notice of any objection to any act or transaction of the Trustee, the account or amended account shall become an account stand. If any objection las been filed, and If the Employer Is satisfied that it should be withdrawn or If the account is adjusted to the Employer's satisfaction, the Employer shall in writing hied with the Trustee signify approval of the account and it shah become an account stated. When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by a Judgment or decree of a court of competent jurisdiction in an action or proceeding in which the Trust" and the Employer were parties. The Trustee shall have the right to apply at any time to a court of competin t jurisdiction for the judicial settlement of is account. ARTICLE VI. Resignation and Removal of Trustees Section 6.1. Resignation of Trustee. The Trustee may resign at any time by filing with the Employer its written resignation. Such resignation shall take effect 60 days from the date of such filing and upon appointment of a successor pursuant to Section 6.3, whichever shall first occur. Section 6.2. Removal of Trust". The Employer may remove the Trustee at any time by delivering to the Trustee a motion notice (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies. or powers of attorney with or . without power of substitution; to exercise any conversion privileges, subwription rights, or other options, and to make any payments incidental lhervio; to oppose, or to consent: to, or otherwise participate in, corporate reorganizations or other Manges affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges In connection therewith; and ferverally to exercise any of the ' Powers of an owner with respect to stocks, bonds, securities Or other Property held a part of the Trust Funds, (d► To cause any securities or other property held a pen of the Trust Fumb to be registered in in own name, and to hold any Imiestments in bearer form, but the books and records of the Trustee shelf at all times show that all such investimints area part of the Trust Funds. (a) To barrow or raise money for the purpose of the Trost in such amount, and upon such terms and conditions, as the Trustee shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all, or any pan, of the Trust Funds, No person lending stoney to the Trustee shell be bound to we the application of the money lent or to inquire Into its validity, expediency or propriety of any such borrowing. Its To keep such portion of the Trust Funch in cash or cash betamees as the Trusae, from time to t.me, may deem to be in the best interests of the Trust crested hereby, without liability for interest thereon. (g) To accept and retain for such time as it may deem advisable any securities or other property received U • acquired by It as Trust" h.—nder, whether or not such securities or other property would normally be purchased a Investments hereunder. (h) To make, execute, ocknow!eoge, and deliver any and all documents of transfer and conveyance and any and all other Instruments that may be necessary or appropriate to carry out the powers herein granted. (i) To settle, compromise, or submit to arbitration any claims, debts, or demeges due or owing to or from the Trust Funds; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Funds In all suits and legal and administrative protstadings. (1) To do all such acts, take all such proceedings, and eaenCisl all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from the Trust Funds. The Employer hereby appoints the Trustee as its agent for purposes of salecting the method by which distributions from the Trust Funds are to be nada, to well as for purposes of making such distributions. In this regard the terms and conditions set forth in the Agreements to be executed between the Employer and its Employees, and any absequent modifications thereof, are to guide and control the Trust"'s pnwer. Section 2.4. Vmluation of Trust Funds. At least once a year as of Valuation Dates dei q. nested by the Trustees, the Trustee shalt dstarmine the value of tea„ Trust Funds. Assets of the Trust Funds WalII be vat- -ed at their market values at the Nose of business on the uation Date, or, in the absence of readily ascertainable market values as the Trustee shall determine, in accordance with methods consistently followed and uniformly applied 0 ARTICLE 111. For Proteetian of Tnstaa Section 3.1. Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting to have been signed on behalf of the Employer which the Trustee believes to have been signed by a duly designated official of the Employer. No communication shall be binding upon any of the Trust Funds or Trustee until they are received by the Trustee. Section 3.2. Advice of Counsel, The Trustee may consult with any leges counsel with respect to the construction of this Agreement, its duties hereunder, or any an, which it proposes to tab or omit, and shall not be liable for any action taken or omitted in good faith pursuant to such advice. Section 3.3. Miscellanerws. The Trustee shelf use ordinary pre and reasonable diligence, but shall not be liable for any mistake of judgment or other action taken in good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by reason of any investment made in good faith and in o condone with that provialoms of this Agreement. The Trustee's duties and obligations shelf be limited to those exist ly imposed upon it by this agreement, notwithstanding any reference of the Pion. ARTICLE IV. Taxes, Expenses and Cotepanessim of Trustee. Section 4.1 Taxes. The Trustee shall deduct from and charge against the Trust Funds any taxes on the Truss Funds or the income thereof or which the Trustee is required to pay with respect to the Interest of any person therein. Section 4.2. Expenses. The Trustee shall deduct from any charge against the Trust funds all reasonable expenses incurred by the Trustee in the administration of the Trust Funds, including counsel, agency and other necnsary fees. ARTICLE V. Sestlemsns of Acmursa The trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder. Within 90 days after the close of each fiscal year, the Trust" shall render in duplicate to the Employer an account of its acts and transactions as Trustee hereunder. If any pan of the Trust Fund &hall be invested through the medium of any common, collective or commingled Trust Fundis, the fast annual report of such Trust Fund; shall be submitted with and incorporated in the account. If within 90 days after the mailing of the account or any amended account the Employer has not filed with the Trust" notice of any objection to any act or transaction of the Trustee, the account or amended account shall become an account stand. If any objection las been filed, and If the Employer Is satisfied that it should be withdrawn or If the account is adjusted to the Employer's satisfaction, the Employer shall in writing hied with the Trustee signify approval of the account and it shah become an account stated. When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by a Judgment or decree of a court of competent jurisdiction in an action or proceeding in which the Trust" and the Employer were parties. The Trustee shall have the right to apply at any time to a court of competin t jurisdiction for the judicial settlement of is account. ARTICLE VI. Resignation and Removal of Trustees Section 6.1. Resignation of Trustee. The Trustee may resign at any time by filing with the Employer its written resignation. Such resignation shall take effect 60 days from the date of such filing and upon appointment of a successor pursuant to Section 6.3, whichever shall first occur. Section 6.2. Removal of Trust". The Employer may remove the Trustee at any time by delivering to the Trustee a motion notice • • r � U G. Designation of Imestments. Each participating Employer, being advised of the preferences of, and for the benefit of each of its Participating Employees, shelf detignyte the percentage of the deferred compensation involved wtich shell be invested in the respective types of investment funds (accounts) of the Retirement Corporation, such as the Equity IVarieble) Fund or the Fixed-income Fund, unless the taws of the applicable state at local ipvtrnment require otherwise, in which cafe those lava shall govern. Future elections to change the parcuntage to be invested in each type of Fund nay only be mods prior to and for the neat succeeding annual period of service :or which the coon m me ion is payable by filing written notice thereof with the Retirement Cixporation. Sun's notice will not be effective until raceiwd by the Retirement Corporation, 6. Payment of Deferred Compensation. The words "designate.: a1M", n used in this Paragraph and in Paragraph 9 of this Pian, shall mean the designated age which appears in the Joinder Agraw orm executed by the participating Empl,syw. Than words, as used in this Paragraph, in Paragraph 9, and in the Joinder Agreement. shall also include the following, without repetition therein: "or later, in the sole discretion of the Employer, at the and of his employment agreement, if Employee continues in the employ of the Employer after he attains the designated age." At such time as the Employee teaches the designated age, becomes Permanently disabled. or des. whichever occurs first, he, or his beneficiary or beneficiaries, nominee of estate islare entitled to receive payment in the Deferred Compensation Account outstanding on the date on which one of the foregoing occurs. Payments occasioned by the Employee having reached the designated age, becoming pemanernty disabled, or by his death shall be made in accordance with the provisions of Paragraph 7 hereof as follows: a. Payments in monthly, quarterly, semi-annual, or annual Payments Over the period of life expectancy of the Employee in atxorda ice with the following prnesdure: Upon reaching the designated age, or becoming permanently disabled from permanent full-time employment, whichever first occurs, the Employee's life expectancy shall be determined by reference to Standard U.S. Mortality Tables: the amounts of assets and accumulations in the Deferred Compensation Account shall be computed together with a reasonable rate of return on said assets, len the amount of expected monthly distribution, wet the life expectancy of the Employee. and a monthly amount shall than be mathematically dnermineA, tt,v payment of which, in equal monthly installments over [hv period of the life expectancy of the Employee, shall completely deplete the said Account at the and of the Inst year of life expectancy; or b. Payments in monthly, quarterly, semi-annual, or annual payments in accordance with the following procedure: Unless the Employee's employment terminates prior to the time he attains the designated age, amounts equal to the benefits received by the Employer, under retirement annuity policies, shall be paid to the Employee, at such time as he attains the designated age; or, In the ease of death, payment to his beneficiary or beneficiaries, nominee or estate pursuant to the procedures provided in said policies and Paragraphs 7 and 8 of this Plan; or c. Payments in monthly, quarterly, semi-annual, or annual Installments over a period of not exceeding ten (10) years, said payments to include a reasonable return on the lunch, assets amt accumulations in the Deferred Compensation Account, leu the amount of expected monthly, quarterly, semi-annual, or annual distribution, over the said ten 110) Veer period; or d One lump sum payment 7. Selection of Method of Payment. The method of payment shall be selected by the Employer, acting through the Retirement 0 Corporation as its duly authorized agent, due consideration being given to health, financial circumstances and family obligations of the Employee. In this regard, the Employee may be consulted; howomr, he shall have no voice in the decision racMd, B. Payments in the Event of Death. a. During the Period of Distribution, in the event of the Employers death during the period of distribution, the Employee's beneficiary shall be entitled to receive payments in accordance with the payment method being employed at the Was of the Employers death. With the consent of the Employer, acting through the Retirement Corporation as its duly authorized pent, said beneficiary may elect to receive a lump -sun in Ilau of installment payments. b. Prior to Distribution. In the went of the death of the Employee prior to the distribution, the funds end assets of the Deferred Compensation A count shall be paid in accordance with one of the methods described in wbperegrepha a, b, c, or d of Paragraph 6 hereof. The saNction of aid method shall be mans by the Employer acting through the RnirernaM Corporation as its duly authorized agent 9. Payment Data. Payments shall coni erwo an the first day of the month, following the attainment of the designated age, or later, an the fist day of the month after the and of his employment agreement, if Employee continues in the employ, of the Employer after he attains the designsnd ala, or likawke following permanent disability, or death; end, In the owe of installment payments, shall be made continuously thereafter on the tint day of each succeeding month, or, in the event quarterly. semi-annual, or annual payment installment periods ere applied, than continuously thereafter on the first day of each ^j r;vuding month which begins the time period (quarterly. atc.) involved until such time as the Deferred Compensation Account is depleted in its entirety. 10. Dis res i,,e Agent. The Retirement Ccrporatitr! sh_.'s +ct as agent of the Employer for purposes of disbursing payments. The ultimr,e obligation for melting such payrntants, however, shell remain with the Employer. 11. Accumulation During the Distribution Period, During the period of distribution, the Employee or his beneficiary or beneficiaries, nominee or estate, as the owe may be, shall continue to be credited with all the interest, accumulations, and Increments an the undistributed funds and assets In the Defeated Compensation Account, until such Account is skpleted In its entirely. 12. Section 1. To errninetion of Employment. Upon termination of the Employee's services„ for any reason other than death, the funds, assets, and accumulptions in the Deferred Compensation Account shall not be transferred to an account with a new employer of the Employee, end, Instead, they shall remain in the original Account n assets of the old Employer until such time "they are distributed in accordance with the provisions of this Plan, except in provided in Section 2 of this Paragraph. Section 2. Transfer of Employment with Consideration 9ataneo Employers—Tripartite Agreement. In the event the Employee accepts employment with a new employ" Participating in the ICMA-RC Deferred Compensation Plan, then, if the pat Employer finds that it has no Pnwe ", or future need of the funds, assets, and accumulations in the said Account for the payment of in general creditors or for any other purpose whatsoever, in consideration of its desire to avoid the continuing expense of maintaining records, ami receiving, examining, verifying and tiling annual reports of the Retirement Corporation, and in consideration of avoiding the possible future expre of litigation of Employee's continuing contractual rights to payment of deferred compensation on his retirement as herein provided in the event of any possible future revocation and withdraval by the past Employer of :he funds, a -eta. and accumulation in the said Account, the pass LJ Employer may, at its discretion, authorize the Retirement Corporation, as in agent, to propose to the new Employer then the funds, assets, and accumulations of the said Account be transferred to the ownership, control, and right of withdrawal of the new • kmployer, and to do so in the event the new Employer, in consideration of the increased value of the Employee's services by reason of the experience gained while in past employment, agrees to accept same, and the respective Employers and the Employee sign on anpropriate form of Agreement in which the new Employer also agnts to assume the continuing contractual liability to pay deferred ccmpm. cation to transferred upon retirarrent of the Employee and tin Employee releases the pat Employer from said continuing obligation to do same. 11 Loan. The Employer shall not ba its We for any lop due to investment or failure of investment of funds and assets in said Deferred Compensation Account nor shell the Employer be required to replan any lop whatsoever which may result from said Imatrtants. 14. Nonapigrability, of Deferred Compensation. The Employee during his lifetime shall not be entitled to commute, encumber, sell or otherwise dispose of his rights to receive deferred compensation pyments provided for heroin, and the right thereto shall be nbruesignabte and nontransferable. In the event of any attempted mmignmest or transfer thereof, the Employer shall have no further gasllity, under this Agreement. 15. Participation in other Employe* Benefit Plans. Nothing herein contained shall in env manner modify, impair, or affect the existing or future rights or shell in any manner modify, impair, or affect the existing or future rights or interest of the Employee (a) to receive any employee benefits to which he would otherwise be entitled, or (b) as a participant in any future pension plan, it being understood that the rights and interests of the Employee to any employee •benefits or as a participant or beneficiary in or under any or all such plans nmpecti% i shall continue in bill force and effect unimpaired, and the Emplovve shall have the right at any time hereafter to become a benefichery under or pursuant to any and all such peens. til Definitions. The manning of any term or terns, phrase, clause, or amens used In this Agreement, which is also used in the By -Laws of the Retirement Corporation, shall be defined as then on defined in ARTICLE 11, Section 2 of the By -Lawn. Masculine pronouns, whenever used herein, Include the feminine pronouns, and the singular Includes the plural union the context requires another meaning, 17. Validity of Agreement. This Agreement shall not be valid or enforceable union signed by an officer of Employer, authorized, by the governing body of the Employe, as, for example, the City Council, and unless this Agreement is implemented by the execution of the Joinder Agreement. PARTIL MASTER TRUST AGREEMENT AGREEMENT nude by and between the aforenamed Employer end the International City Management Association Retirement Corporation Ihereinsfter the "Trusion" or "Retirement Corporation"), a nonprofit corporation organized and existing under the laws of the State of Delaware, for the purpose of investing and otherwin administering the funds set aside by Employers in connection with Deferred Compensation Agreements with Employees. WHEREAS, The Employer desires to enter into agreements with Its Employees whereby its Employees agree to defer payments of •specified parcentegn of or amounts from their total compensation as "deferred compensation' is defined in said agreements until the occurence of certain events; WHEREAS, in order that there will be sufficient funds available to discharge the foregoing contractual obligations, the Employer L-A desires to set aside periods amounts equal to the percentage or amount of tool periodic compensation deferred; WHEREAS, the funds set aside, together with any, and all investments thereto, are to be exclusively within the dominion, control, and ownership of the Employer, and subject to the Employees absolute right of withdrawal, the Employee having no interest whatsoever therein; NOW, THEREFORE, this Agreement witnaneth that (a) the Employer will pay monies to the Trustee to be pieced in deferred compensation accounts for the Employer; (b) the Trustee covenants that it will lsold said suns, and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the tense and conditions hereinafter stated; and (c) the parva he. -oto agree as follows: ARTICLE 1. General Duties of the Parties. Section 1.1 General Duty of the Employer- The Employer shall make regular periodic payments equal to the percentages of or m aounts from its Participating Employees' total total periodic compensations which are deferred in accordance with the terns and conditions of Deferred Compensation Employment Agreements with such Employees, or with any subsequent modification thereof. Section 1.2. General Dudes of the Trustee. The Trustee shall hold all funds received by it hereunder, which, together with the Income therefrom, shall constitute the Trust Funds. It shah administer the Trust Funds, collect the income thereof, and make payments therefrom, all as hereinafter provided. The Trustee shall also hold all Trust Fumis which aro transferred to it as successor Trustee by the Employer from existing deferred compensation arrangements with its Employees which meet the same Internal Revenue Code requirements which govern the ICMA-RC Deferred Compensation Plan. Such Trust Funds shall be subject to all of the terms and provisions of this Agreement ARTICLE 11. Powers and Duties of the Trustee in Ineeat. Administration, and Dishursamnm of the Trac Fuad. Section 2.1 Investment Puwan and Duties of the Trustee. The Trustee shall have the power In its discretion to invest and r inven the principal and Income of the Trust Fund and keep the Trust Fund invested, without distinction between principal and income, in such securities or in other property, real or personal, wherever situated, as the Trustee shall dam advisable, including, but nes limited to, stocks, common of preferred, bonds, retiremans annuity and Insurance policies, mortgages, and other evidences of Indebtedness or ownership. and in common tent funds of approved financial or investment institutions, with such institutions acting as Trustee of such common trust funds, or separate and different types of funds Uccounts) including equity, fixedancome, and those which fulfill requirements of nae and local governmental laws, established with such approved financial or investment institutions. For these purposes, this Trust Fund may be commingled with others established by the Trustee under this form of agreement with other Employers. In making such investments, the Trustee shah not be subject at any time to any legal limitation governing the intestmes of such funds. Investment powers and investment discretion vested in the Trustee by this Section may be delegated by the Trustee to any bank, insurance or trust company, or any inve errant advisor, manager or agent selected by it. Section 2.2. Administrative Powers of the Trustee. Tho Trustee shall have the power in its discretion: (a) To purchase, or subscribe for, any securities or other progeny and to retain the some in trust. Ib) To sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by it by private contract, or at public auction. No person dealing with the Trustee shall be bound to see the application of the purchase of its removal and an appointment of a suagsor pursuant to Section Q3. Such removal shall not take effect prior to 60 days from such delivery unless the Trustee agrees tc an earlier effective data. Section 6.3. Appointment of Successor Trustee. The appointment of a successor to the Trustee shell take effect upon the delivery to the Trustee (a) an instrument in writing executed by the Employer appointing such successor, and exonerating such successor from liability for the acts and omissions of its predso@MW,*nd lb) on aeeepsenca in writing,. executed by such successor... . All of the provision set lath Main With respect to the Trustee shall rotate to each succeew veith the same force and effect n if such succasew had been Originally named a Trustee hereunder. If a successor la runt appointed Within 60 days after the Trustee give notice W its resignation pursuant to Section W. the Trustee #my apply to any cowl of competentjurisdiction for appointment of • successor. Section G.4 Transfer of Funds to Successor. Upon the resignation,. or removal of the Trustee and appointment of a successor, and after the final account of the Trustte lxa been property settled, the Trustee shall transfer and deliver any of the Trutt Funds Involved to such successor. ARTICLE VII. Duratim and Reaseatian of Trust AgreaslaoL Section 7.1. Duration and Revocation. This Trust shall continue for such tima as may be necessary to accomplish the purpose for which it was created but may be terminated or revolted at any time W the Employer as it relates to any and/or all related participating Employee. Written notice of such terminstiod or revocation shall be given to the Trustee by the Employer. Upon termination or ID revocation of this Trust, all of the assets thereof shell return to and revert to the Employer. Termination of this Trust shall not, hoover, ratio" the Employer of the Employers continuing obligation to pay deferred eompanmtion upon the apalk*Wa distribution date to any and/or each Employee with wh:)m the Employer hes entered into a Deterred Compere atom Emaloyment Agreenx L Section 7.2 Amendment. The Employer shall have the right to amend this Agreement in whole and in part but only with the Trustee's written consent. Any such amxndment shall twcwm effective upon la) delivery to the Trustee of a written instrument of amendment, and /b) the endorsement by the Trustee or. such Instrument of its consent thereto. ARTICLE VIII. MiaellewouL Section 8.1. Laws of the Sate of Delaware to Govern. This agreement and the Trust hareby created shall be taetrued and regulated by the laws of the State of Delaware. Section 8.Z Suooessor Employers. The .term "Employer' shall include any arson who succeeds the Employer and who adonis the Deferred Compernation flan of the Retirement Corporation and becomes a Party to this agreesnent with the consent of the Trustee. Section 8.3. Withdraweis. The Employer may. at any lima, and from tine to time, withdraw a portion or all of the Tnmt Funds created by this Agreement and related Deferred Compensation Employment Agreements. Section BA. Definitions Delinitions in the By -Laws of terms, phrases, ate., used herein apply to the same terrain. The masculine Includes the feminine and the singular includes the plural union the context regains another meaning. A P P E N D 1 _X _ B. JOINDER AGREEMENT TO E ICMA RETIREItENT COR ATION DEFERRED COMPENSATION PLAN • 1: "Ur1 '1 I (dock appropriate loos) Q NEW AGREEMENT (or Account): The undersigned hereby acknowledges receipt of and agrees to the terns and conditions of the ICMA-RC Deferred Compensation Plan, as amended. and hereby appiiea for participation in said plan as indicated below: Q AMENDMENT OF EXISTING AGREEMENT (or Account): The undersigned hereby requests that the following amendment be made to the JouWer Agreement which provided for my participation In tre ICMA•RC Deterred Compensation Plan, as amended. PERSONALINFORMATUM O Mr. E3 M - E3 Min Emp(tryse's Nam p Ma. Flrat 1Yddle Law Rasidence Susan C* State zip Job Tile Sea 0 F Built Social Security Number ❑❑❑ - O11 — 0[3 1111 To which of the Associations sponsoring this plan do you belong? DP-SIIMIJATION OF AIME OF RET1Rema7sT (Far Now Accounts Or4ji The age of Retirement under this agreemsnl shall be .......❑ (You may select any age from age 55 up.) DIMWMT)ON OF DEFERNED COYIEN" N)N Elective on 61e data Indicated below. I request that 1 be paid in the form of both Currant and deferred compensation, the amount of deferred compensation to be calculated as toners_ Effective Date: fuahnad of O.•tgnaena OaminW Compttnsaben (F�nptoyai • Centay ea•a pytl a tF�Narw . Contnbutro ) Ball• Tarr (led Orb Ona) wr shall reduced M pp eosin to added r by (1) ►areantaq Monod IM Dollar Mottwd S S f 1 you have used the Dollar Method, how has it been stated (pM pay .period, annual, etc.)? For Other Alternatives or Supplemental Provisions: him Day Ysar WWasw m that the designation of deferred compensation may not be Changed without proper amendment of this agreement. Now - ever. whams the parentage method has been used to designate deferred compensation, I further understand that the percentage, for both go amploye's and lar employee's contribution, will be applied to any changes In my be" pay: thereby resulting in a corresponding change in my deferred compensation. DESWiNATWN OF INVESTMENT FUND!{ I request that the total amounts of deferred compensation be applied b the available investment funds in the following per- eantages (See booklet for discussion of funds): FWW owtantw.. Vomer Fwd R Fred fnxwe Fvm t Tarr too x 1 understand that where state or local law restricts the nature of the Investment of these funds that it will be necessary to restrict the Investment dhoiacs to those available under the law. 1 haw completed the designation of beneficiary form on the re- verse side of this agreement. My Current bass pay or salary is S per I understand that my base pay will be periodically detenrmmd ir accordance with oppropria-e law, procedure, and pobcy. 1 atw Signature of Employee Date FOR EMPLOYER TO: (Employee's Name) COPY TO: ICMA Retirement Corporation This application for employee participation in the ICMA getirement Corporation's Deferred Compensation Plan, which has been established by this Employer. Is hereby approved and agreed to in respect to all requests therein made. (Signature c' Authorized Official of Employer) (Date) I (Print Name b Title of Authorized Official) DESIGNATION OF BENEFICIARY (Complete this portion only If you have not previously oebignaled a beneficiary when entering the plan with a previous employer or if you wish to change beneficiaries). To whom shall the deferred compensation funds, assets and accumulations in the ICMA-RC account be payable in case of your death? In the statement below, give first name, middle initial and last name_ Example: Mary A. Smith (not Mrs. John Smith). for your children you may simply use the term "my children" and leave the share column blank This term shall provide equal treatment among your children.—present and future—born of any and all marriages and any children legally adopted at any time. In the event you choose to leave the deferred compen- sation funds, assets and accumulations, to a charity or institution, specify Its complete legal name and address. 1, the undersigned, being a participant in the ICMA-RC Deferred Compensation Pian and thus having the sole right to designate, change, and succeszWly change the person, persons, or institutions designated as beneficiary or beneficiaries, do hereby direct that any and all deferred compensation funds, assets, and accumulations held for my retirement benefit by the ICMA Retirement Corporation (or any successor there'o) as Trustee for all of my past, present and future participating Employers, be payable as follows if living at the time of my death: NAME (Please type or print) ADDRESS SHARE Milk In the event of the death -6f my beneficiary or beneficiaries prior to the date of the distribution of the deferred compensation funds, assets and accumulations by the employer, then to the follo::ing person, persons, or institutions it living at the time of my death: NAME (Please type or print) ADDRESS SHARE (To be used for special provisions the Employee may choo,e to Include). In addition to any conditions stated above, 1 direct the following (please print or type) 1 understand that If the benefits are paid to me under an option requiring the purchase of an annuity for my benefit, that my designation or redesignation of a beneficiary or beneficiaries may have to be repeated at that time. In accordance with the requirements of the annuitor. I further understand that the last dated designation of a beneficiary or beneficiaries filed with ICMA-RC as Trustee for any participating employer, �shall, In the event of my death prior to full distribution to me after my retirement, control the actions of ICMA-RC, as Trustee in the distribution i the deferred compensation funds, assets and accumulations in the relevan! ICMA-RC Account or Accounts. Signed Date Witness