HomeMy WebLinkAboutR-88-11983-88-1196
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RESOLUTION NO.
i
A"SOLUTION, WITH ATTACHMENTS, OF THE MIAMI
CITY COMMISSION APPROVING AND ADOPTING THE
ATTACHED DECLARATION OF TRUST OF THE
INTERNATIONAL CITY MANAGEMENT ASSOCIATION
(ICMA) RETIREMENT TRUST; AUTHORIZING THE CITY
MANAGER TO EXECUTE THE ATTACHED TRUST
AGREEMENT WITH THE ICMA RETIREMENT
CORPORATION THEREBY ENSURING CONTINUATION OF
THE CITY EMPLOYEE ICMA DEFERRED COMPENSATION
PROGRAM AND GIVING THE CITY OF MIAM1, ALONG
WITH OTHER PUBLIC EMPLOYERS, THE OPPORTUNITY
TO NOMINATE AND VOTE FOR TRUSTEES OF THE ICMA
RETIREMENT TRUST; FURTHER, DESIGNATING THE
CITY LABOR RELATIONS OFFICER AS THE CITY'S
COORDINATOR FOR THE DEFERRED COMPENSATION
PLAN, SAID OFFICER TO RECEIVE ALL NECESSARY
REPORTS, NOTICES AND CORRESPONDENCE FROM THE
ICMA RETIREMENT CORPORATION, AS ADMINISTRATOR
AND TO CAST, ON BEHALF OF THE CITY, ANY
REQUIRED VOTES UNDER THE PLAN.
WHEREAS, the City of Miami, Florida ("Employer") malntains'a
deferred compensation plan for its employees which is
adminl-stered by,the International City. Management Association-
(ICMA) Retirement Corporation ("Administrator"); and
WHEREAS, other public employers have Joined 'togetherto
establish the ICMA Retirement Trust for the purpose_. .of
repres'entl'ng the Interests of the participat-1ng 'employers with.
respect to the collective Investment of funds held under their
>.
= deferred compensation plans;
NOW, THEREFORE, BE' IT RESOLVED BY THE COMMISSION OF THE Cl
I. OF MIAM1, FLORIDA:
Section 1. The Declaration of Trust` of the international
City Management Association (ICMA) Retirement Trust Is hereby
approved and adopted as appearing in Appendix B hereto.
i
as
Section 2. The Clty.Manager Is hereby authorized to execute.
fat,
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the attached Trust Agreement with the ICMA Retirement Corporation.;''
d
as appearing In Appendix C hereto, as an amendment and
f
restatement of the City s existing agreement with the ICMA
air
Retirement Corporation; and the ICMA Retirement Corporation" I8 ':
TIT
CITY COMMISSION
E ATTACLT
MEETING of
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RESOLUTION No:
' MA
C I YMf Yfi
Jt
RIM
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1=sb d 1 rect+�d, as Trustee, to i Invest e I I funds held under the
hereby
deferred compensation plan through the ICMA Retirement Trust as
icable; and
goon as it is practthe above adoption and
S..
authorization shall ensure continuation of the City et�ployee ICMA
deferred compensation program and shall give the Gfty of Mlam i
t:
employer$, the opportunity to nomln&t a
along with other public f,
the ICMA
and vote for trustees of Retirement Trust.
Section 3. The Clty
Labor Relations Officer is hereby
designated as the City's coordinator for the deferred
'.
0
compensation plan, said officer to receive all necessary reports,
F.
_ notices and correspondence from the ICMA Retirement Corporation,
as Administrator and to cast, on behalf of the City, any required
= votes under the plan. }
The performance of administrative duties
..;
■ required to Implement' the plan may be. assigned 'to such Cl
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depar,tments as the City manager may., appropriate. `
19
PASSED "A
ND ADOPTED THIS 15th ::.day ,of December >
ATTEST:.�-
XAVIER L.
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MAT Y HIRAI, CITY CLERK r-
PREPARED AND ,APPROVED _BY:.x
f
ROBERT F CLARK , 'CHIEF DEPUTY' C i TY- ATTORNEYS
APPRONi
VED AS TO FORM AND CORRECTNESS:
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APPLrmiuiA it
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
RTICLE 1. NAME AND DEFINITIONS
Section 1.1 Nerne: The Name of the Trust, as amended and restated hereby
is the ICMA Retirement Trust.
Section 1.2 Definitions: Wherever they are used herein. the following terms
shalt have the following respective meanings.
(a) BrLaws The By-laws referred to in Section 4.1 hereof, as amended from
time to time
(b) Deferred Compensation Plan. A deferred compensation plan established
and maintained by a Public Employer for the purpose of providing Wow
meat income and other deferred benelits to its employees in accordance
with the provisions of section 457 of the Internal Revenue Code of 1954.
as amended
(c) Employees Those employees who participate in Qualified Plans
(d) Employer Trust A trust created pursuant to an agreement between RC
and a Public Employer for the purpose of investing and administering the
funds set aside by such Employer in connection with its Deferred Compen-
sation agreements with its employees or in connfictlon with Its Qualified Plan
(a) Guaranteed Investment Contract A contract ordered into by the Retire -
mere Trust with insurance companies that provides for a guaranteed rate
of return on investments made pursuard to such contract
(f) ICMA The International City Management Association.
(g) ICMA.(RC Trustees Those Trustees ela led by the Public Employers who.
in accordance with the provisions of Section 3Ila) hereof, are also mem-
bers of the Boaro of Directors of ICMA or RC.
(h) Investment Adviser The Investment Adviser that enters into a contract
with the Retirement Trust to provide advice with respect to investment of
the Trust Property
(I) Portfolios The Portfolios of investments established by the Investment
Adviser to the Retirement Trust, under the supervision of the Trustees. for
the purpose of providing investments for the Trust Properly
(d Public Employee Trustees Those Trustees elected by the Public Employers
who. in accordance with the provisions of Section 3.1(a) hereof, are full -lone
employees of PUNIC Employers
(k) Public Employer Trustees Public Employers who serve as trustees of
the Oualifted Plans
0) f ubl c Employer A unit of state or local government, or any agency or
instrumentality thereof, that has adopted a Deferred Compensation Plan or
a Qualified Plan and has executed this Declaration of Trust.
(m) Qualified Plan. A plan sponsored by a Pubic Employer for the purpose
of providing retirement income to its employees which satisfies the qualify.
Cation requirements of Section 401 of the Internal Revenue Code, as
amended
(n) RC The International Coy Management Association Retirement Corpo-
ration
(o) Retirement Trust The Trust created by this Declaration of Trust
(p) Trust Property The amounts held in the Retirement Trust on behalf of the Public
Employers in connection with Deferred Compensation Plans and on bell o! the
Public Employer Trustees br the exclusive benefit of Employees pursuan! to Ouai.-
fled Plans The Trust Property shelf include any income resulting !torn the invest.
ment of the amounts so held.
(q) Trustees The Public Employee Trustees and ICMA/RC Trustees electeo by the
Public Employers to serve as members of the Board of Trustees b! the Ret.temen!
Trust
ARTICLE 11. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP
OF TRUST PROPERTY
Section 2.1 Creation: The Retirement Trust is created and estab4hed by
the execution of this Declaration of Trust by the Trustees and the Pvb!rc
Employers
Section 2.2 Purpose: The purpose of the Refrremerr. Trust as to provide for
the commingled Investment of funds held by the Public Employers in conlec-
lion with their Deferred Compensation and Qualified Plans The Trust Pro. -
any shall be Invested in the Portfolios, in Guaranteed Invesin"! Contacts
and in other investments recommended by the Investment Ao✓iser under the
Supervision of the Board of Trustees No pan of the Trust Properly wr!: be rs✓esteo
in securities issued by Public Employers
Section 2.3 Owntrship of Trust Property: The Trustees shall have legal
title to the Trust Properly The Public Employers shall be the beneficial owne,s
of the portion of the Trust Property allocable to the Deferred Compensation
Plans The portion of the Trust Property allocable to the Quai.!,ey Plans V*ar!
be held for the Public Employer Trustees for the exclusive benefit o' the
Employees
ARTICLE Ill. TRUSTEES
Section 3.1 Number and Qualification of Trustees.
(a) The Board of Trustees shall consist of rune Trustees Five of the Trustees
Nall be full-time employees of a Public Employer (the Public Employee
Trustees) who are authorized by such Public Employer to serve as Trustee
The remaining four Trustees shall consist of two persons Mho. at the time of
election to the Board of Trustees. are members of the Board of Directors of
ICMA and two persons who at the lime of electron. are members of the Board
of Directors of RC (the ICMARC Trustees) One of the Trustees who is a dfreclor
of ICMA, and one of the Trustees who is a chriector of RC. shall. at the time
of electon, be full-time employees of a Pubic Employer
(b) No person may serve as a Trustee for more than one term in any ten-year
period
Section 3.2 Election and Term.
(a) Except for the Trustees appointed to fill vacancies pursuant to Secfrarl35
hereof, the Trustees shall be elected by a vote of a maforr!y of the Public
Employers in accordance with the procedures set forth in the By -Laws
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(i) To settle, compromise, or submit to arbitration any claims,
debts, or damages 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 proceedings.
11) To do all Such acts, lake all such proceedings. and exercise 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 the purpose of making
distributions from the Trust Funds. In this regard the terms and
conditions set forth in the Plan are to guide and control the Trustees
power.
Section 2.4. Valuation of Trust Funds. At least once a year as of
Valuation Dates designated by the Trustee, the Trustee shall determine
the value of the Trust Funds. Assets of the Trust Funds shall be valued at
their market values at the close of business on the Valuation Date. or, in
the absence of readily ascertainable market values as the Trustee shall
determine, in accordance with methods consistently followed and
uniformly applied
ARTICLE Ill. For Protection of Trustee.
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
legal counsel with respect to the construction of this Agreement, its
duties hereunder, or any act, which it proposes to take or omit, and shall
not be liable for any action taken or omitted in good faith pursuant to
such advice.
Section 3.3 Miscellaneous. The Trustee shall use ordinary care 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 reasons of any investment made in
good faith and in accordance with the provisions of this Agreement.
The Trustee's duties and obligations shall be limited to those
expressly imposed upon it by this Agreement.
ARTICLE IV. Taxes. Expenses and Compensation of Trustee.
Section 4.1. Taxes. The Trustee shall deduct from and charge against
the Trust Funds any taxes on the Trust 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 and charge
against the Trust Funds all reasonable expenses incurred by the Trustee
in the administration of the Trust Funds, including counsel, agency.
investment advisory, and other necessary fees.
ARTICLE V. Settlement of Accounts. The Trustee shalt keep accurate
and detailed accounts of all investments, receipts, disbursements. and
other transactions hereunder.
Within ninety (90) days after the close of each fiscal year, the Trustee
shall render in duplicate to the Employer an account of its acts and
transactions as Trustee hereunder. It any part of the Trust Fund shall be
invested through the medium of any common, collective or commingled
Trust Funds, the last annual report of such Trust Funds shall be
submitted with and incorporated in the account.
It within ninety (90) days after the mailing of the account or any
amended account the Employer has not filed with the Trustee notice of
any objection to any act or transaction of the Trustee, the account or
amended account shall become an account stated. If any objection has
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 filed with the Trustee signify approvs(of the account and
it shall become an account stated.
14AL c
When an account becomes an account stated. such account shall be
finally settled, and the Trustee shall be completely dtschaiged and
released, as it 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 Trustee and the Employer were parties.
The Trustee shall have the right to apply at any time to a court of
competent jurisdiction for the judicial settlement of its account
ARTICLE VI. Resignation and Removal of Trustee.
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 sixty 160) days from the date of such filing and upon
appointment of a successor pursuant to Section 6 3 , whichever shall
first occur.
Section 6 2 Removal of Trustee The Employer may remove the
Trustee at any time by delivering to the Trustee a written nonce of its
removal and an appointment of a successor pursuant to Section 6 3
Such removal shall not take effect prior to sixty 160) days from such
delivery unless the Trustee agrees to an earlier effective date.
Section 6.3. Appointment of Successor Trustee The appointment of
a successor to the Trustee shall take effect upon the delivery to the
Trustee of (a) an instrument in writing executed by the Employer
appointing such successor, and exonerating such successor from
liability for the acts and omissions of its predecessor, and (b) an
acceptance in writing, executed by such successor.
All of the provisions set forth herein with respect to the Trustee shall
relate to each successor with the same force and effect as if such
successor had been originally named as Trustee hereunder.
If a successor is not appointed with sixty (60) days after the Trustee
gives notice of its resignation pursuant to Section 6.1., the Trustee may
apply to any court of competent jurisdiction for appointment of a
successor.
Section 6.4. Transfer of Funds to Successor. Upon the resignation or
removal of the Trustee and appointment of a successor, and after the
final account of the Trustee has been properly settled. the Trustee shall
transfer and deliver any of the Trust Funds involved to such successor.
ARTICLE VII. Duration and Revocation of Trust Agreement.
Section 7.1. Duration and Revocation. This Trust shall continue for
such time as may be necessary to accomplish the purpose for which it
was Created but may be terminated or revoked at any time by the
Employer as it relates to any and/or all related participating Employees.
Written notice of such termination or revocation shall be given to the
Trustee by the Employer. Upon termination or revocation of the Trust,
all of the assets thereof shall return to and revert to the Employer.
Termination of this Trust shall not, however, relieve the Employer of the
Employer's continuing obligation to pay deferred compensation to
Employees in accordance with the terms of the Plan.
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 amendment shall become effective upon (a) delivery.
to the Trustee Of a written instrument of amendment, and (b) the
endorsement by the Trustee on such instrument of its consent thereto.
ARTICLE VIII. Miscellaneous.
Section 8.1. Laws of the District of Columbia to Govern. This
Agreement and the Trust hereby created shall be construed and
regulated by the laws Of the District of Columbia.
Section 8.2. Successor Employers. The "Employer" shall include any
person who succeeds the Employer and who thereby becomes subject
to the obligations of the Employer under the Plan.
Section 8.3. Withdrawals. The Employer may, at any time, and from
time to time, withdraw a portion or all of Trust Funds created by this
Agreement.
Section 8.4 Gender and Number. The masculine includes the
feminine and the singular includes the plural unless the context requires
another meaning.
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(b) At the tilts elaclion of Trustees, three T►uslees Aiall be elected for a term
of three years, three Trustees shall be elected for a term of two years and three
Trustees shall be elected for a term of one year At each subsequent electron,
three Trustees shall be elected for a term of three years and until his or her
successor is elected and qualified.
Seotlon 3.3 Nominations: The Trustees who are fun -time employees of Pudic
Employers Shan serve as the Nominating Committee for the Pubic Employee
ivsteea The Nortwtaeng Committee shall choose candidates for Public Employee
Trustees in accordance with the procedures set forth in the Bylaws
Section 3.4 Resignation and Removal.
(a) Any Trustee may resign as Trustee (without need tat pnor or subsequent
accounting) by an rnatrument in writing signed by the Trustee and delivered
to me other Trustees and such resignation dtell be effective upon such delivery,
or at a later date according to the terms of the instrument. Any of the Trustees
may be removed for cause, by a vote of a majority of the Public Employers
(b) Each Public Employee Trustee shall resign his or her position as Trustee
wRMn sixty days of the date on which he or she ceases to be a fulltime employee
of a Pudic Employer
Section 3.5 Vacancies: The term of office of a Trustee shall terminate and
a vacancy shall occur in the event of the death, resignation, removal, adjudi.
cated incompetence or other incapacity to perform the duties of the office of
a Trustee. In the case of a vacancy, the remaining Trustees shalt appoint such
person as they in their discretion shall we fit (subject to the limitations set forth
in this Section), to serve for the unexpired portion of the term of the Trustee
who has resigned or otherwise ceased to be a Trustee The appointment shall
be made by a written instrument signed by a majority of the Trustees The per-
son appointed must be the same type of Trustee (i.e., Public Employee Trus-
tee or 1CMAIRC Trustee) as the person who has ceased to be a Trustee An
appointment of a Trustee may be made in anticipation of a vacancy to occur
at a later date by reason of retirement or resignation, pranded that such appoint-
ment shall not become efftxttve prior to such retirement or resignation. When-
ever a vacancy in the number of Trustees shalt occur, until such vacancy is
fined as provided in this Section 3.5, the Trustees in office, regardless of their
number, shall have all the pavers granted to the Trustees and shall discharge
an the duties imposed upon the Trustees by this Declaration. A written insiru•
meni certifying the existence of such vacancy signed by a majority of the
Trustees shall be conclusive evidence of the existence of such vacancy
Section 3.6 Trustees Serve In Representative Capacity: By executing
this Declaraton, each Public Employer agrees that the Pudic Employee Trustees
elected by the Public Employers are authorized to act as agents and represen-
tatives of the Public Employers collectively.
ARTICLE IV. POWERS OF TRUSTEES
Section 4.1 General Powers: The Trustees shall have the power to conduct
the business of the Trust and to carry on As operations Such porter shall include.
but shell not be limited la the power to:
(a) receive the Trust Property from the Public Employers, Public Employer
Trustees or other Trustee of arty Employer Trust;
(b) enter into a contract with an Investment Adviser providing, among other
things, for the establishment and operation of the Portfolios, selection d the
Guaranteed Investment Contracts in~ the Trust Property maybe invested.
selection of other investment for the Trust Property and the payment of reasona-
ble lees to the Investment Adviser and to any sub investment adviser retained
by the Investment Adviser;
(c) review annually the performance d the Investment Adviser and approve
annuatly the contract with such IrrvestmM Adviser,
(d) invest and reir►veat the Trust Property in the Portfolios, the Guaranteed Interest
Contracts and in any otter investment reciormtended by the Invtstmenl Advtset
but not including se utwes issued by Public. Employers, provided that d a Public
Employer has directed that As monies be invested in specified Portfolios or
in a Guaranteed Investment Contract, the'ttustees of the Retirement Trust shall
invest such monies in accordance with such directions;
(a) keep such portion of the Trust Property in cash of cash balances as the
Trualieft from time to time, may deem to be in the best interest of the Retire-
ment Trust created hereby. without liability for interest thereon;
(t) accept and retain ij,R9;uch time as they may deem advisable any securi-
ties or other property received or acquired by them as Trustees hereunder,
whether of not such secunties or other property would normally be purchased
as investments hereunder;
(g) cause any securities or other property held as pan of the Trust Property
to be registered in the name of the Retirement Trust or in the name of a nonf•
nee, and to hold arty investments in bearer form, but the books and records
of the Trustees shaft at aft times show that all such investments are a part d
the Trust Property;
(h) make, execute, acknowledge, and deliver any and an documents of trans•
far and conveyance and ary and all other instruments that may be necessary
or appropriate to carry out the powers herein granted.
f1 vote upon ary stock bonds, or other wvribes, give general or special proxies
or powers of attorney with or without power of substilution, exercise any con.
version privileges, subscription rights, or other options, and make any pay-
meMs incidental thereto; oppose, or consent to, or otherwise participate in,
corporate reorganizations or other changes effecting corporate securities, and
delegate discretionary powers, and pay any assessments or charges in con
nection therewith, and generally exercise any of the powers of an owner with
respect to stocks, bonds, securities or other property held as pan at the Trust
Property;
0) enter into contracts or arrangements for goods or services required in con-
nection with the operation of the Retirement Trust. including, but not limited
to, contracts with custodians and contracts for the provtsron of administrative
services:
(k) borrow or raise money for the purposes of the Retirement Trust in such
amours, and upon such terms and condbons, as the Trustees shalt deem advrs-
able. provided that the aggregate amount of such borrowings shall not exceed
30% (if the value of the Trust Property. No person lending money to the Trustees
shall be bound to see the application of the money lent or to inquire into its
validly, expediency or propriety of any such borrowing;
p) incur reasonable expenses as required for the operation of the Retirement
Trust and deduct such expenses from the Trust Property;
(m) pay expenses property allocable to the Trust Property incurred in connec•
tion with the Deferred Compensation Plans, Qualified Plans, or the Employer
Trusts and deduct such expenses from that potion of the Trust Property to
whom such expenses are properly allocable:
(n) pay out of the Trust Properly all feat and personal property taxes. income
taxes and other taxes of arry and an kinds which. in the opinion of the Trustees.
are properly levied, or assessed under existing of future laws upon, or in respect
ol, the Trust Property and allocate any such taxes to the appropriate accounts;
(o) adopt. amend and repeal the By-laws, provided that such By -Laws are
at all times consistent with the terms of this Declaration of Trust;
(p) employ persons to make available interests in the Retirement Trust to
employers eligible to maintain a Deferred Compensation Plan under Section
457 or a Qualified Plan under Section 401 of the Internal Revenue Code. as
amended;
(q) issue the Annual Report of the Retirement Trust, and the disclosure docu-
ments and other literature used by the Retirement Trust,
(r) make loans, including the purchase of debt obligations, provided that all
such loans shall bear interest at the current market rate.
(s) contract for, and delegate arry powers granted hereunder to, such officers,
agents, employees, auditors and attorneys as the Trustees may select. provided
that the Trustees may not delegate the powers set forth in paragraphs (b), (c)
and (0) d this Section 4.1 and may riot delegate any powers if such delega•
tion would violate their fiduciary duties;
M provide for the indemnification of the dficam and Trustees of the Retirement
Trust and purchase fiduciary insurance;
(u) maintain boots and records, including separate accounts for each Public
Employer, Pudic Employer Trustee or Employer Trust and such additional sep .
arate accounts as are required under, and consistent with, the Deferred Com-
pensation or Qualified Plan of each Public Employer; and
(v) do all such acts, take all such proceedings, and exercise aft such rights
and privileges, though not spsalicany mentioned herein. as the Trustees may
deem necessary of appropriate to administer the Trust Property and to carry
out this purposes of the Retirement Trust.
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88--1198
Section 4.2 Distribution of Thusl Propirty: DrgiWons of the Trust Prop
erty-sf 311 be made to, or on behalf d. fie Pubic " Yer or Public Employer
*usie4 in socordance vAh the terms d the Dr: A Compensation Plans,
Ouslified Plans or Employer Trusts. The WU Mel d the Retrremertl Trot tthaR
be tidy protected in making payments in accordance with the directions of
the Pubic Employers, Pubic Employer Vas tin or other Trullee, of the Employer
Trust without asceirimrrng whether kith payments are in comp6anc:e with the
prmikidx of the Deferred Cornpensseon or Ovakfied Plans, Or the agreements
creating the Employer Trust
Section 4.3 Execution of Instrurntehia: The 1usdees may unanimously
designate any one or more of the Trustees 16 execute any instrument a docu-
merit on behalf d ell, including but not limited to the signing or endorsement
d any check and the signing of any applications, insurance and other con•
tram and the action of such designated Trustee or Trustees shall he" the
same torte and effect as if taken by all the Trustees
ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES
Section S.1 Duty of Care: In exercising the powers hereinbefore granted to
the Trustees, the Trustees shall perform a0 acts within their authority for the
exclusive purpose of providing benefits for the Public Employers in connec•
Lion with Deterred Compensation Plans and Pubic Employer Trustees pursuant
to Oualifred Plans, and shall perform such acts with the care, skill, prudence
and diligence in the circumstances then prevailing that a prudent person act•
frig in a like capacity and familiar with such matters would use in the conduct
d an enterprise of a like character and with like aims.
Section 5.2 Liability: The Trustees shad not be liable for any mistake of iudg.
merit or other action taken in good faith, and for any action taken or omitted
in reliance in good firth upon the books d account or other records of the
Retirement Trust, upon fie opinion of counsel. or upon reports made to the
Retirement Trust by any of its officers, employees or agents or by the Invest.
merit Ad"w or any sutrinvestment adviser, accountants, appraisers or other
experts or consultants selected with reasonable care by the Trustees. officers
or employees of the Retirement Trust. The Trustees shall also not be liable for
any loss sustained by the Trust Property by reason of any, investment made
in good faith and in accordance with the standard of care set font in Section 5.1.
ARTICLE VI. ANNUAL J;"1'iT TO SHAREHOLDERS
The Tnrstees"anni ubml tb the Public Employers and Pubic Employer
*usteelt a written report a o.e ttanttactiont d the Ra wharN'Ausl. including them
dal statements which shall be certified by independent public accountants Cho -
on by the Trustees
ARTICLE VII. DURATION OR AMENDMENT OF RETIREMENT TRUST
Section 7.1 WIthdrawel: A Pudic Emproyen or Public Employer Trustee May,
at ary lime, withdraw horn this Retirement Trust by delivering to the Board of
Trustees a written statement d withdrawal. in such statement, the Public
Employer or Pudic EmpliciM Trustee shall acknowledge that the Trust Prop-
" allocable to the Public Employe► lit derived from compensation deferred
by employees of such Pudic Employer pursuant to its Deterred Compensa-
tion Plan or from contributions to the accounts of Employees pursuant to a
Ouaki led Ran, and shall designate the Onanod institution to wfueh such property
then be transferred by the Trustees of the Retirement Trust or by the Trustee
of the Employer Trutt.
Section 7.2 Duration: The Retirement Trust ehaa continue until terminated
by the vote d a majority of the Public Employem each calming one vote Upon
termination, all d the Trust Property "I be paid out to the Public Employers.
Public Employer Trustees or the Trustees of the Employer Trusts. as appropriate,
Section 7.3 Amendment: The Retirement Trust may be amended by the vote
of a majority d the Public Employers, each casting one vote
Section 7.4 Procedure: A resolution to terminate or amend the Retirement
Trust or to remove a Trustee shall be submitted to a vote of the Public Employers
d. (r) a majonty, of the Trustees so direct, or; (i) a petition requesting a vote,
signed by not less than 25% of the Public Employers, is submitted to the
Trustees.
ARTICLE Vile. MISCELLANEOUS
Section 8.1 Governing Law: Except as otherwise required by state or local
law, this Declaration of Trust and the Retirement Trust hereby created shalt be
construed and regulated by the laws of the Dstnct of Cdumbra.
Section 8.2 Counterparts: This Declaration may be executed by the Public
Employers and Trustees in two or more counterparts. each of which shall be
deemed an anginal but all of which together shall col 4ute one and the same
Section 5.3 Bond: No Trustee shad be obiigated to give any bond or other
security for the performance of any of his or her duties hereunder
instrument.
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APPENDIX C
1, .
F
TRUST AGREEMENT WITH
THE ICMA RETIREMENT CORPORATION
AGREEMENT made by and between the Employer named in the
attached resolution and the International City Management Association
Retirement Corporation (hereinafter the "Trustee" or "Retirement
Corporation"). a nonprofit corporation organized and existing under the
laws of the State of Delaware, for the purpose of investing and otherwise
administering the funds set aside by Employers in connection with
deferred compensation plans established under section 457 of the
internal Revenue Code of 1954 (the "Code'). This Agreement shall take
effect upon acceptance by the Trustee of its appointment by the
Employer to serve as Trustee in accordance herewith as set forth in the
attached resolution.
WHEREAS. the Employer has established a deterred compensation plan
under section 457 of the Code (the "Plan");
WHEREAS, in order that there will be sufficient funds available to
discharge the Employer's contractual obligations under the Plan, the
Employer desires to set aside periodically amounts equal to the amount
of compensation deferred;
WHEREAS. the funds set aside, together with any and all assets derived
from the investment thereof, are to be exclusively within the dominion.
control, and ownership of the Employer. and subject to the Employer's
absolute right of withdrawal. no employees having any interest
whatsoever therein:
NOW. THEREFORE, this Agreement witnesseth that (a) the Employer
will pay monies to the Trustee to be placed in deferred compensation
accounts for the Employer: (b) the Trustee covenants that it will hold
said sums, and any other funds which it may receive hereunder, in trust
for the uses and purposes and upon the terms and conditions
hereinafter stated, and (c) the parties 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 its employees'
compensation which are deferred in accordance with the terms and
conditions of the Plan to the extent that such amounts are to be invested
under the Trust.
Section 1.2. General Duties 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 shall administer the Trust
F unds, collect the income thereof, and make payments therefrom, all as
hereinafter provided. The Trustee shall also hold all Trust Funds which
are transferred to it as successor Trustee by the Employer from existing
deferred Compensation arrangements with its Employees under plans
described in section 457 of the Code. Such Trust Funds shall be subject
to all of the terms and provisions of this Agreement.
ARTICLE If. Powers and Duties of the Trustee In Investment,
Administration, and Disbursement of the Trust Funds.
Section 2.1. Investment Powers and Duties of the Trustee. The
Trustee shall have the power to invest and reinvest the principal and
income of the Trust Funds and keep the Trust Funds invested, without
distinction between principal and income, in securities or in other
property, real or personal, wherever situated, including, but not limited
to. stocks, common or preferred, bonds, retirement annuity and
insurance policies, mortgages, and other evidences of indebtedness or
ownership, investment companies, common or group trust funds, or
separate and different types of funds (including equity, fixed income)
which fulfill requirements of state and local governmental laws,
provided, however, that the Employer may direct investment by the
Trustee among available investment alternatives in such proportions as
the Employer authorizes in connection with its deferred compensation
agreements with its employees For these purposes. these Trust Funds
may be commingled with Trust Funds set aside by other Employers
pursuant to the terms of the ICMA Retirement Trust Investment powers
vested in the Trustee by the Section may be delegated by the Trustee to
any bank, insurance or trust company, or any investment advisor,
manager or agent selected by it.
Section 2.2. Administrative Powers of the Trustee. The Trustee shall
have the power in its discretion:
(a) To purchase, or subscribe for, any securities or other
property and to retain the same in trust
(b) To sell, exchange, convey, transfer or otherwise dispose of
any securities or other property held by it, by private contract. or
at public auction. No person dealing with the Trustee Shan be
bound to see the application of the purchase money or to inquire
into the validity, expediency, or propriety of any such sale or
other disposition.
(c) To vote upon any stocks, bonds. or other securities, to give
general or special proxies or powers of attorney with or without
power of substitution: to exercise any conversion privileges.
subscription rights. or other options. and to make any payments
incidental thereto; to oppose, or to consent to, or otherwise
participate in, corporate reorganizations or other changes
affecting corporate securities. and to delegate discretionary
powers, and to pay any assessments or charges in connection
therewith; and generally to exercise any of the powers of an
owner with respect to stocks. bonds, securities or other property
held as part of the Trust Funds.
(d) To cause any securities or other property held as part of the
Trust Funds to be registered in its own name, and to hold any
investments in bearer form, but the books and records of the
Trustee shall at all times show that all such investments are a part
of the Trust Funds.
(a) To borrow or raise money for the purpose of the Trust in such
amount, and upon such terms and conditions, as the Trustee shall
deem advisable: and. for any sum so borrowed, to issue its
promissory note as Trustee, and to secure the repayment thereof
by pledging all, or any part, of the Trust Funds. No person lending
money to the Trustee shall be bound to see the application of the
money lent or to inquire into its validity, expediency or propriety
of any such borrowing.
(1) To keep such portion of the Trust Funds in cash or cash
balances as the Trustee. from time to time, may deem to be m the
best interest of the Trust created hereby. without liability for
interest thereon. I
(g) To accept and retain for such time as it may deem advisable
any securities or other property received or acquired by it as
Trustee hereunder, whether or not such securities or other
property would normally be purchased as investment hereunder
(h) To make, execute, acknowledge, and deliver any and all
documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the
powers herein granted.
i
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
53
TO: Honorable Mayor and Members DATE : n C _ FILE
of the I ty Commission
SUI JECT : Adoption of Trust
Agreement with ICMA
Retirement Corporation
FROM : Cesar H . Od I O REFERENCES
City Manager
ENCLOSURES:
Recommendation -
It is recommended that the Clty Commission adopt a:Declaratton of <-
Trust authorizing the City Manager to execute a Trust agreement_
with the ICMA Retirement Corporation thereby , ensuring
continuation of.:the City employee ICMA deferred. compensation
program:
Background
The.City currently contributes to a public trustfund the ICMA
Retirement Trust, on behalf of certain Individuals so designated
In Ordinance *10458.. We have been informed by the ,ICMA
Retirement Corporation (copy attached) that formal adoption 'of
the Trust by all employers with plans administered by the
Retirement Corporation Is required by the Securities Exchange
Commission by the end of the year.
Execution of the Trust Agreement with the ICMA Retirement
Corporation would provide for the City of Miami, along with other
public employers, the opportunity to nominate and vote for
trustees of the ICMA Retirement Trust and, further, designate a-
coordinator..for the deferred compensation plan.. The Labor
Relations. Officer sha11 be des Ignated as the Clty's;coordinator f =
and shall be :responsible for receipt of alI necessary repor.-{ts, s#,
notices and correspondence from the ICMA Retirement Corporation 4#�-
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as well as cast, on behalf ;of, the City, any, required votes under
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the plan.
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ICMA
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RETIREMENT
CORPORATION
_
October 11, 1988 Suite SOS. 1404►688.3557
Cain Tower Tolf Free (800) 424.9249
229 Peachtree St.. N.E.
Atlanta, GA 30343
Mr. Phil Luney
Assistant Director of
Finance
City of Miami
3006 Aviation AV
Miami, FL 33133
Dear Mr. Luney:
Some time ago, RC contacted the City of Miami regarding
participation in the. ICMA Retirement Trust and requested official
adoption of the enclosed resolution. While there are no material"-
changes in the manner in which our program is administered, there
are some advantages to participating in the Trust and it is
required by the Securities and Exchange Commission. It is
4_
important that all employers with plans administered by RC adopt
-
the Trust by year end.
By executing the relationship described in the resolution, the
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city will participate in an organizational structure designed to
give the public employers in the plan ultimate control over the
management of the funds. Each public employer will have the
opportunity to nominate some of the Trust members and vote for a
group of nine Trustees who have the power to conduct the business
of•the trust and carry on its operations. The nomination and
election process, therefore, gives the participating employers a
direct relationship with these functions which include oversight
of the Retirement Corporations performance, appointment of
auditors, and the monitoring.of investment goals and objectives.
When this Trust arrangement was introduced in 1983, we indicated
that employers could continue to participate in the RC, plan
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during a transitional period without adopting the Trust. That
period is expiring and employers who have not done so will be
required to adopt -the ICMA Retirement Trust.
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I urgently and respectfully request that you present the enclosed.
resolution to your governing board. When passed, please send a
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copy of the official resolution to the Retirement Corporation.
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