Loading...
RESOLUTION 90-19882 queuIg0P44V poi :Oa 0.. /c7/// :ea quem;i dea TvbaZ panOlddy uizo3 Xaa(3 X4TO :4sa44V 1O - TA mir-\2e2 '066T ' iCz-enuer go An) upL T spn aaazoomit pue Gass a 'uoTgnlosaj sTu; ;o uoTgdopp Aq pagnoaxa Agaaaq sT �sn.zZ quauzaaT4aU VNOI auk ;o gsnaj, ;o uoTgp.twToaQ aus, oz •ut .zboad agq. quauzaTduzT og sgop.z.uoo puP squauznoop Aipssaoau aatigo TIP agnoaxa oq puP gopag TmPTWNI jo A4TO egg puP uoTgpaod.Io3 quauzaaT4aI VOI uaaigaq quauzaaaby pauoP44P auk a4noaxa oq pazTaoggnp Agaaaq a.Ip Naarj A TO aq4 puP tok2ys atu 'T :SMoIIo; SP 'yanioria 'HoYaa IWKIN 30 XSIO aHs 3o NOISSIWWOO LZIO aHs AU aanrlosa2i A Ina SI as 'aUO3a2iaHs 'Mom 'Aau.toggy A TO agq. Aq paAolddP u to j pup .zabpupj AgTO egg Aq papuaututooaa uaaq spq quautaaaby pag0P44P aq4 'SvajaHM 'pup :uPTd uoTgPSuaduzo3 paaaa jaQ auk pup quauzaaaby alp oq qupns.tnd Sa0TAaas pup SaTgnp s;T mao;.zad og aanITP; s ,quaby S T Jo uoT1P.Iodaop ;uauzaaTgaH VNOI Mal; buT flnsa.z SSoT /CUP uzo.i; saaAolduza buT .PdToTgapd pup S1aOTjjo pa40ala puP paquToddP s4T 'A4TO aq4 AjTuuzapuT pup ssalurtPq plow I TPgs 'aogpa sTUTUIpV UPTd SP 'uoTgpaod.zoD quauza.IT4aJ YNDI gPI4 sapTno.zd quauzaaiby patio-244P eq4 'Sva2iam 'pup :ATTO auf og paqgTuzgns TPSodo.Id P gq-Fm d H 8144 04 papuodsaa uoTgP.zodao3 quauza.IT;aj VNOI eq4 'SKa2IaHM 'pup :SaoTA.zas .1ogpagsTUTutpP IPu0Tssago.zd I44TM .zapTA0 td uoTgPsuaduzoo paaaajap P .z0J buTTTPo 6861 '9 Ainr uo E6/88-591 '0N ddJ panssT A TO eq4 'SvauaHM 'puP :SuPTd eons buTggTuz.Iad uoT .PISTbeI IP.zapa3 04 4uPnsand S.zogopaquoo quapuadapuT puP 'sIwTOT;jo pagoaTa 'sae/co-011m ALTO aTgzbrTe TIP 04 eIgPITPAP apPuz aq og uPId uoT .Psuaduzo3 paaaa;au P pagsT IgPgsa AIsnoTAe.zd SPq (1,A4TO„ 9'44) goPag TuIPTW Jo A4TO 8114 '86E -C8 '0N aouPuTp.IQ uT 'SYa2iaHM 'WY2IDO Id aH L smawarIaml os XUYs s ao am s� Ssmamnooa ami SsmamaaUOY 2iaHs0 HOns asnoaxa Os amY NOIsY2IOd ioO smawa2ilsau VHOI (NV HOvas IWEIN 30 MO aHs maaMsaa smaxaaUDY aHs a i oaxa OS )12iarIO LSIO alis (NK 2iOAYW aHs OmI Z I2IOHSnY 'KUI2IO'I3 'HOYaa IWYIW 30 ALIO aHs 30 NOISSIWWOO ALIO am 30 molsnVIosa2i Y 2886T-06 'Om NOIIWIosa2i 60 7/4am I Eeete% FLORIDA 3 3 1 3 9 ;* INCORP,ORATED "VACA TIONLAND U. S. A. OFFICE OF THE CITY MANAGER CITY HALL ROB W.PARKINS 1700 CONVENTION CENTER DRIVE CITY MANAGER TELEPHONE: 673-7010 COMMISSION MEMORANDUM NO. 1.73 January 17 , 1990 DATE: TO: Mayor Alex D=•ud and Members • the City Corn ► ssio /ti; FROM: Rob W. Pa ins 11 0 City Manager • SUBJECT: APPROVAL OF HE DEFERRED COMPENSATION AGREEMENT FOR CITY OF MIAMI BEACH EMPLOYEES WITH ICMA RETIREMENT CORPORATION As a result of proposals submitted in response to RFP 165- 88/93 , the City Commission at its December 6, 1989 meeting authorized the Administration to negotiate an Agreement with ICMA Retirement Corporation. The Agreement entered into provided that City of Miami Beach Ordinance No. 83-2398 establishing a Deferred Compensation Plan, adopted by the City of Miami Beach Commission on December 21, 1983 , will be adhered to and provide all City employees the necessary protection provided therein. ADMINISTRATION RECOMMENDATION It is the recommendation of the Administration, that the City Commission authorize the Mayor and the City Clerk to execute the attached Agreement between the City of Miami Beach and ICMA Retirement Corporation and to execute all other necessary agreements and documents to implement the Program. RWP:EC: lcd Attachment 10 AGENDA p ITEM DATE jjO AGREEMENT THIS AGREEMENT, made and entered into this 30th day of January , 1990, by and between ICMA RETIREMENT CORPORATION, a Delaware corporation, with its principal place of business located at 1120 "G" Street, N.W. , Suite 700, Washington, D.C. 20005, and (hereinafter referred to as "Administrator") and the CITY OF MIAMI BEACH, a political subdivision of the State of Florida (hereinafter referred to as ”Employer”) . WHEREAS, in Ordinance No. 83-2398 , the City has previously established a Deferred Compensation Plan (the "Deferred Compensation Plan") ; and, WHEREAS, the Employer established a Deferred Compensation Plan pursuant to City of Miami Beach Ordinance No. 83-2398 (the "Deferred Compensation Plan") ; and, WHEREAS, the Administrator represents itself to be experienced and qualified to counsel, advise, and implement the Deferred Compensation Plan; and, WHEREAS, the Administrator is capable of providing the Employer with the administrative, marketing and service features for the Deferred Compensation Plan; and, WHEREAS, the Employer desires to engage the Administrator as a non-exclusive administrative contractor for the Deferred Compensation Plan and the Administrator desires to provide said services. NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, and in consideration of the mutual covenants, provisions and warranties contained in this Agreement, do now agree as follows: A. Appointment. The Employer hereby appoints the Administrator as a non-exclusive administrative contractor for the Deferred Compensation Plan during the term of this Agreement. In discharging its duties under this Agreement, the Administrator shall act as trustee and assume all the fiduciary responsibilities of a trustee. 1 B. Administrator Responsibilities . The Administrator agrees at its expense to do the following, subject to the approval of the Employer: 1. Prepare a written Joinder Agreement; 2 . Establish and maintain rules for the administration of the Deferred Compensation Plan; 3 . Coordinate the marketing and servicing activities provided in this Agreement; 4 . Prepare and distribute an informational booklet or brochure to be furnished to all employees explaining and promoting the Deferred Compensation Plan; 5. Provide an adequate number of licensed and trained representatives to explain and then enroll employees who desire to participate in the Deferred Compensation Plan; 6. Cause contributions of employees participating in the Deferred Compensation Plan to be invested in accordance with the Joinder Agreement between the Administrator and employee; 7 . Maintain adequate service and representatives ' capabilities to handle the day-to-day requests of participating employees; 8 . Furnish each participating employee an itemized statement of account on a calendar quarter basis; 9 . Furnish the Employer with a detailed accounting as to the Deferred Compensation Plan on a calendar quarter basis, that identifies clearly all costs to employee, total contributions as well as quarterly, total yield as well as quarterly. C. Employer Responsibilities. The Employer agrees at its expense to: 1. Assist the Administrator in the development, implementation and maintenance of the Deferred Compensation Plan; 2 . Arrange for representatives of Administrator to conduct orientation meetings with City employees; 3 . Disseminate from time to time such promotional material as may be provided by Administrator for employee distribution. 2 . 4 . Make payroll deductions from participating employees' compensation as agreed upon and deliver same to companies investing the deductions in investment contracts selected by the Employee; 5. Timely provide such information and approvals as required by the Administrator, upon its written request, for the maintenance and promotion of the Deferred Compensation Plan; 6. Name a City official to act as contact for the Administrator on behalf of the City. 7 . Forward to the Administrator, in a manner agreed upon by the parties, the deductions applied to the Deferred Compensation Plan, ICMA Retirement Corporation, Deferred Manager, Cash Compensation Account, Operations , 1120 "G" Street, N.W. , Suite 700, Washington, D.C. 20005 and/or to such other accounts and/or addresses as the Administrator may select by giving the City Manager written notice of such addresses. 8. Execute by Resolution the Declaration of Trust of the ICMA Retirement Corporation, attached hereto as Exhibit A. D. Compensation. The Administrator shall not receive or be entitled to any remuneration from the Employer for performing the services required by this Agreement. E. Confidentiality. The Administrator shall not sell, bargain, convey, exhibit or otherwise abuse the employee list of the Employer which is, and shall hereafter remain, the proprietary and confidential property of the Employer, to the extent allowed by law. F. Term. The term of this Agreement shall be one (1) year from date hereof. Employer agrees to provide thirty (30) days' notice to Administrator of unsatisfactory and/or nonconforming performance hereunder. Administrator shall, thereafter, be afforded sixty (60) days within which to cure and/or remedy performance. This Agreement shall automatically terminate upon the failure of the Administrator to effect fully satisfactory performance within sixty (60) days of receipt of such notice. This Agreement may be renewed for successive one-year (1) periods, at 3 4 the sole discretion of the City Commission, thereafter if written notice is provided by the Employer to the Administrator at least ninety (90) days prior to the end of the initial term or at any time thereafter. The Administrator agrees to abide by the City Commission' s decision regarding any renewal of this Agreement. G. Indemnification. Administrator agrees to indemnify and hold harmless the Employer, and its individual officers, employees and appropriate officials from any loss, claim, suit, demand, cause of action, or controversy arising from the Administrator or its agents ' (including but not limited to the ICMA Retirement Trust) failure to perform its duties and services pursuant to this Agreement, whether it be in contract or in tort, in law or in equity. The Administrator agrees to defend at its sole cost and expense on behalf of the Employer any and all claims, suits, actions, or controversies arising by virtue of this Agreement. The Administrator will pay all judgments including interest, costs and attorneys ' fees adjudicated or issued against the Employer. H. Notices. All notices, consents, approvals or other communications hereunder shall be in writing and duly provided if delivered personally or sent certified mail , return receipt requested, to the following addresses stated herein: As to the Employer: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 As to the Administrator: ICMA Retirement Corporation 1120 "G" Street, N.W. , Suite 700 Washington, D. C. 20005 I. Insurance. The Administrator must provide proof of insurance to the City prior to the commencement of this contract. The Administrator agrees to maintain the following required insurance coverages in full effect throughout the duration of this contract. The Administrator, as satisfaction of the requirements, will submit original certificates of insurance to the City of Miami Beach Risk Manager for approval . Additionally, renewal certificates will be forwarded to the City for any successive year the Administrator' s services are provided. 4 The required coverages are: 1) Professional Liability in the amount of $1, 000 , 000 per occurrence, written on an occurrence basis. If the policy is a claims-made type, the policy must have an extended reporting period of no less than four (4) years. A certified copy of the policy must be provided to the City. 2) Crime/Fidelity/Employee Dishonesty Bond in the amount of $1, 000, 000 to cover loss of plan funds due to theft, disappearance or dishonesty by the Administrator ' s employees. All insurance policies and bonds are to be issued by companies licensed and authorized to do business in the State of Florida and having a rating of at least B+VI per Best' s Rating Guide, latest edition. All policies are to contain first dollar coverage. Any alternate insurance coverage will be subject to the prior approval of the City of Miami Beach Risk Manager. J. Amendment. This Agreement may be amended in writing from time to time by the mutual consent of the parties, which amendment shall be attached hereto and made a part of this Agreement. Any amendment to this Agreement shall require the same formalities as were used for its adoption. K. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida. The Administrator shall comply with all applicable Federal, State of Florida, Dade County and City of Miami Beach laws, rules and regulations pertaining to deferred compensation, including, without limitation, City of Miami Beach Ordinance No. 83-2398 , as may be amended from time to time. L. Venue. Any legal proceedings arising by virtue of this Agreement shall be in Dade County, Florida. M. Assignments Prohibited. The Administrator shall not assign, sell, pledge, convey or otherwise transfer its interest pursuant to this Agreement, or delegate or assign any of its duties 5 and/or responsibilities under this Agreement, unless previously authorized by the City Commission. The City hereby agrees to the designation of ICMA Retirement Corporation to act as Administrator' s agent in fulfilling certain of the administrative and marketing aspects of this Agreement. The City is relying on the reputation and integrity of the Administrator in entering into this Agreement and will be insecure in the event of any assignment without the City's consent. N. City Manager. The City Manager shall be the administrator and manager of the Employer' s responsibilities and procedures which will arise by virtue of this Agreement. The City Manager, in his professional discretion, may designate assistant administrators and/or managers of the Deferred Compensation Plan adopted by the Employer herein. Any matter pertaining to this Agreement which is not expressly set forth herein shall be with the reasonable discretion of the City Manager. 0. Termination. In addition to the termination for cause provided for in paragraph F herein, the City shall have the right to terminate this Agreement at the sole convenience of the City, upon thirty (30) days written notice to Administrator. P. Entire Agreement. This Agreement shall constitute the entire Agreement of the parties. Q. Representations of Administrator. The Administrator hereby represents and warrants that all of the information provided to the City in response to RFP No. 165-88/93 is true and correct. Administrator hereby further warrants and represents that all materials provided to City for dissemination to employees, and all verbal presentations to employees shall be true and correct in all material aspects and not misleading in any material way. Administrator understands and agrees that the City is relying on the truth of the foregoing representations in entering into the Agreement. 6 IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the date and the year first written above. ADMINISTRATOR: ICMA Retirement Corporation President/ Attest: 1‘)set-NQQ---- secr tary EMPLOYER: CITY OF MIAMI BEACH By Vice-Mayor Attest: Ob.1-„,e- )21 City Clerk FORM APPROVED LEGAL DEPARTMENT Date: �/o/Yo EC: lcd 7 AF'F'LNDIA B DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE I. NAME AND DEFINITIONS (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 Section 1.1 Name: The Name of the Trust,as amended and restated hereby, Employers in connection with Deferred Compensation Plans and on behalf of the is the ICMA Retirement Trust. Public Employer Trustees for the exclusive benefit of Employees pursuant to Quali- Section 1.2 Definitions: Wherever they are used herein,the following terms Pied Plans The Trust Property shall include any income resulting from the;r►vest- shall have the following respective meanings: ment of the amounts so held. (a)By-Laws.The By-Laws referred to in Section 4.1 hereof,as amended from (q)Trustees. The Public Employee Trustees and ICMA/RC Trustees elected by the time to time. Public Employers to serve as members of the Board of Trustees of the Retirement b)Deferred Com Trust. ( pensation Plan.A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retire- ment income and other deferred benefits to its employees in accordance ARTICLE II. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP with the provisions of section 457 of the Internal Revenue Code of 1954, OF TRUST PROPERTY as amended. Section 2.1 Creation: The Retirement Trust is created and established by (c) Employees. Those employees who participate in Qualified Plans the execution of this Declaration of Trust by the Trustees and the Public Employers. (d)Employer Trust.A trust created pursuant to an agreement between RC and a Public Employer for the purpose of investing and administering the Section 2.2 Purpose: The purpose of the Retirement Trust is to provide for funds set aside by such Employer in connection with its Deferred Compen- the commingled investment of funds held by the Public Employers in conrec- sation agreements with its employees or in connection with its Qualified Plan. tion with their Deferred Compensation and Qualified Plans. The Trust Prop- (e)Guaranteed Investment Contract.A contract entered into by the Retire- erty shall be invested in the Portfolios, in Guaranteed Investment Contracts, ment Trust with insurance companies that provides for a guaranteed rate and in other investments recommended by the Investment Adviser under the of return on investments made pursuant to such contract. supervision of the Board of Trustees.No part of the Trust Property will be invested in securities issued by Public Employers. (f) ICMA. The International City Management Association. (g)ICMA/RC Trustees.Those Trustees elected by the Public Employers who, Section 2.3 Ownership of Trust Property: The Trustees shall have legal in accordance with the provisions of Section 3.1(a)hereof,are also mem- title to the Trust Property.The Public Employers shall be the beneficial owners hers of the Board of Directors of ICMA or RC. of the portion of the Trust Property allocable to the Deferred Compensation Plans.The portion of the Trust Property allocable to the Qualified Plans shall (h)Investment Adviser. The Investment Adviser that enters into a contract be held for the Public Employer Trustees for the exclusive benefit of the with the Retirement Trust to provide advice with respect to investment of Employees. the Trust Property. (i) Portfolios. The Portfolios of investments established by the Investment ARTICLE III. TRUSTEES Adviser to the Retirement Trust, under the supervision of the Trustees. for Section 3.1 Number and Qualification of Trustees. the purpose of providing investments for the Trust Property. (1)Public Employee Trustees.Those Trustees elected by the Public Employers (a)The Board of Trustees shall consist of nine Trustees. Five of the Trustees shall be full-time employees of a Public Employer (the Public Employee who,in accordance with the provisions of Section 3.1(a)hereof,are full-time Trustees)who are authorized by such Public Employer to serve as Trustee. employees of Public Employers. The remaining four Trustees shall consist of two persons who,at the time of (k) Public Employer Trustees. Public Employers who serve as trustees of election to the Board of Trustees,are members of the Board of Directors of the Qualified Plans. ICMA and two persons who,at the time of election,are members of the Board (I)Public Employer. A unit of state or local government, or any agency or of Directors of RC(the ICMA/RC Trustees).One of the Trustees who is a director instrumentality thereof,that has adopted a Deferred Compensation Plan or of ICMA, and one of the Trustees who is a director of RC. shall, at the^me a Qualified Plan and has executed this Declaration of Trust. of election, be full-time employees of a Public Employer. (m)Qualified Plan.A plan sponsored by a Public Employer for the purpose (b)No person may serve as a Trustee for more than one term in any ten-year of providing retirement income to its employees which satisfies the qualifi- period.cation requirements of Section 401 of the Internal Revenue Code, as Section 3.2 Election and Term. amended. (a)Except for the Trustees appointed to fill vacancies pursuant to Section 3.5 (n)RC.The International City Management Association Retirement Corpo- hereof, the Trustees shall be elected by a vote of a majority of the Public ration. Employers in accordance with the procedures set forth in the By-Laws. h) Al 'he 'gra elrx'tion of Trustees. 'hree ,.:'ec", ;hall oe nlrxtndl 'or 'nrrn ,lccer,t mod't';�. -, ,,o., 'irni' .1 s!hey may teem advisable any of three years,three Trustees shall be eeIo".'ns'rr a'errr of two years.tout three or ')or'e, Drr)ri''r 'ir K:quired by them 3S truste; noir. Trustees shall be elected for a term of one fear At eac!,subservient'nioc:tinn whett�or or'Kit;�,r' 'f� ;Ow;or other property would normally be purr,'a",e i three Trustees shall be elected for a term ;f three years and until hitt or her .l'; inve';tmer+t,-, '"e'•-,- er, successor is elected and qualified (g)rau;, arry c ,•-e••or other property held as part of the Trust P'r ,er' Section 3.3 Nominations: The Trustees wr'are full time employees of Public to hereg►;ternd n -ame of the Retirement Trust or in the name of a',,r-,, Employers shall serve.as the Nominating Committee for :he Public Employee nee. and to hold an, -•ve tmc�nt;:n bearer form. but the books and record Trustees The Nominating Committee shall choose candidates or Public Emtic of the Trustee',sra' a:all Mmes show that all such investments are a Uar•of Trustees in accordance with the procedures set forth in the By Laws the Trust Property Section 3.4 Resignation and Removal. (h)make.execute,a wnowledge.and deliver any and all documents of Trans- fer and conveyance a-id any and all other instruments that may be necessary (a)Any Trustee may resign as Trustee(wrtrout need for prior or subsequent or appropriate to r_a"ry out the powers herein granted, accounting)by an instrument in writing signed by the Trustee and delivered (i)vote upon any st to the other Trustees and such resignation shall be effective upon such delivery, cxr ponds,or other securities;give general or special prr;es or powers of attorney with or without power of substitution;exercise any con- or at a later date according to the terms of the instrument.Any of the Trustees version privileges. su.ioscription rights, or other options, and make any pay- may be removed for cause, by a vote of a majority of the Public Employers ments incidental thereto. oppose, or consent to, or otherwise participate in, (b)Each Public Employee Trustee shall resign his or her position as Trustee corporate reorganizac.ons or other changes effecting corporate securities.and within sixty days of the date on which he or she ceases to be a full-time employee delegate discretionary powers,and pay any assessments or charges in con- of a Public Employer. nection therewith,ark generally exercise any of the powers of an owner with Section 3.5 Vacancies: The term of office of a Trustee shall terminate and respect to stocks.bards,securities or other property held as part of the Trust a vacancy shall occur in the event of the death,resignation, removal.adjudi- Property; cated incompetence or other incapacity to perform the duties of the office of (j)enter into contracts or arrangements for goods or services required in con- a Trustee. In the case of a vacancy,the remaining Trustees shall appoint such nection with the operation of the Retirement Trust, including, but not limited person as they in their discretion shall see fit(subject to the limitations set forth to,contracts with cus•odians and contracts for the provision of administrative in this Section),to serve for the unexpired portion of the term of the Trustee services; who has resigned or otherwise ceased to be a Trustee.The appointment shall (k) borrow or raise^'•oney for the purposes of the Retirement Trust in such be made by a written instrument signed by a majority of the Trustees.The per- amount,and upon such terms and conditions,as the Trustees shall deem advis- son appointed must be the same type of Trustee(i.e., Public Employee Trus- able,provided that the aggregate amount of such borrowings shall not exceed tee or ICMAIRC Trustee)as the person who has ceased to be a Trustee.An 30%of the value of the Trust Property No person lending money to the Trustees appointment of a Trustee may be made in anticipation of a vacancy to occur shall be bound to see the application of the money lent or to inquire into its at a later date by reason of retirement or resignation,provided that such appoint- validity, expediency or propriety of any such borrowing; ment shall not become effective prior to such retirement or resignation.When- (I)incur reasonable expenses as required for the operation of the Retirement ever a vacancy in the number of Trustees shall occur, until such vacancy is Trust and deduct such expenses from the Trust Property; filled as provided in this Section 3.5,the Trustees in office, regardless of their number,shall have all the powers granted to the Trustees and shall discharge (m)pay expenses properly allocable to the Trust Property incurred in conr�ec all the duties imposed upon the Trustees by this Declaration.A written instru- tion with the Deferred Compensation Plans,Qualified Plans,or the Employer ment certifying the existence of such vacancy signed by a majority of the Trusts and deduct such expenses from that portion of the Trust Property to Trustees shall be conclusive evidence of the existence of such vacancy. whom such expenses are properly allocable; Section 3.6 Trustees Serve in Representative Capacity: By executing (n)pay out of the Trus<Property all real and personal property taxes,income P taxes and other taxes of any and all kinds which,in the opinion of the Trustees, this Declaration,each Public Employer agrees that the Public Employee Trustees are properly levied,or assessed under existing or future laws upon.or in respect elected by the Public Employers are authorized to act as agents and represen- of,the Trust Property and allocate arty such taxes to the appropnate accounts; tatives of the Public Employers collectively. (o)adopt, amend a'e repeal the By-Laws, provided that such By-Laws are at all times consistent with the terms of this Declaration of Trust; ARTICLE IV. POWERS OF TRUSTEES (p) employ persons to make available interests in the Retirement Trust to Section 4.1 General Powers: The Trustees shall have the power to conduct employers eligible to maintain a Deferred Compensation Plan under Se=on the business of the Trust and to carry on its operations.Such power shall include, 457 or a Qualified Plan under Section 401 of the Internal Revenue Code,as but shall not be limited to, the power to: amended; (a) receive the Trust Property from the Public Employers, Public Employer (q)issue the Annual Report of the Retirement Trust,and the disclosure docu- Trustees or other Trustee of any Employer Trust; ments and other literature used by the Retirement Trust; (b)enter into a contract with an Investment Adviser providing, among other (r)make loans, including the purchase of debt obligations, provided that all things, for the establishment and operation of the Portfolios, selection of the such loans shall bear interest at the current market rate; Guaranteed Investment Contracts in which the Trust Property may be invested, (s)contract for,and Delegate any powers granted hereunder to,such officers, selection of other investments for the Trust Property and the payment of reasons- agents,employees,auditors and attorneys as the Trustees may select,prov►oed ble fees to the Investment Adviser and to any sub-investment adviser retained that the Trustees may not delegate the powers set forth in paragraphs(b).(c) by the Investment Adviser; and(o)of this Section 4.1 and may not delegate any powers if such delega- (c) review annually the performance of the Investment Adviser and approve tion would violate their fiduciary duties; annually the contract with such Investment Adviser; (t)provide for the indemnifcation of the officers and Trustees of the Retirement (d)invest and reinvest the Trust Property in the Portfolios,the Guaranteed Interest Trust and purchase 5duciary insurance; Contracts and in any other investment recommended by the Investment Adviser, (u)maintain books and records,including separate accounts for each Public but not including securities issued by Public Employers,provided that if a Public Employer,Public Errcioyer Trustee or Employer Trust and such additional sep- Employer has directed that its monies be invested in specified Portfolios or arate accounts as are required under,and consistent with,the Deferred Cam- in a Guaranteed Investment Contract,the Trustees of the Retirement Trust shall pensation or Qualified Plan of each Public Employer; and invest such monies in accordance with such directions; (v)do all such acts.take all such proceedings, and exercise all such nghts (e) keep such portion of the Trust Property in cash or cash balances as the and privileges,although not specifically mentioned herein,as the Trustees may Trustees,from time to time,may deem to be in the best interest of the Retire- deem necessary or appropriate to administer the Trust Property and to carry ment Trust created hereby, without liability for interest thereon; out the purposes of the Retirement Trust. Section 4.2 Distribution of*Must Property: Di'ar tA.+,r,n;-,r'► •r,4st P'1)() ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS r,e mad',to.or on behalf ref the Pimhlic FmrArlyr•r r;r t',t�l�r,Fmnloynr n + The Trustees;h,lll,�nn�,dil -,obrnit to'he Public Emdci'ers and Public Emc iy,rr )cr;ord Incl, with the terms,of he Deh.rred ; oer eAtio-r Pl,1n Truslevs a written Tepee s rhe transitions of the Retirement Trust,including'man- Plans or Employer Trusts The Trustees 01'he Retire,me nt 'rest shall 7_47 (-Jai statements which;t-all be cerlified by independent public accountants silo protected in making payments in accordance with the directions of P.,hlic Employers.Public Employer Trustees or other Trustee of the Employer sen by the Trustees without ascertaining whether such payments are in compliance with the rrms,5on s of the Deferred Compensation or Qualified Plans,or'he agreements ARTICLE VII.DURATION OR AMENDMENT OF RETIREMENT TRUST 'meating Thr; Employer Trusts Section 7.1 Withdrawal: A Public Employer or Public Employer Trustee may, at any time,withdraw from this Retirement Trust by delivering to the Board of Section 4.3 Execution of Instruments: The Trustees may .unanimously Trustees a written statement of withdrawal In such statement, the Public ies+gnate any one or more of the Trustees to execute any instrument or docu- Employer or Public Employer Trustee shall acknowledge that the Trust Prop Tent on behalf of all,including but not limited to the signing or endorsement erty allocable to the Public Employer is derived from compensation deferred X any check and the signing of any applications, insurance and other con- by employees of such Public Employer pursuant to its Deferred Compensa- tracts. and the action of such designated Trustee or Trustees shall have the lion Plan or from contributions to the accounts of Employees pursuant to a same force and effect as if taken by all the Trustees. Qualified Plan,and shalt designate the financial institution to which such property shall be transferred by the Trustees of the Retirement Trust or by the Trustee ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES of the Employer Trust Section 5.1 Duty of Care: In exercising the powers hereinbefore granted to Section 7.2 Duration: The Retirement Trust shall continue until terminated tie Trustees, the Trustees shall perform all acts within their authority for the by the vote of a majority of the Public Employers,each casting one vote.Upon termination,all of the Trust Property shall be paid out to the Public Employers. exclusive purpose of providing benefits for the Public Employers in connec- Public Employer Trustees or the Trustees ol the Employer Trusts,as appropnate. `son with Deferred Compensation Plans and Public Employer Trustees pursuant to Qualified Plans,and shall perform such acts with the care,skill.prudence Section 7.3 Amendment: The Retirement Trust may be amended by the vote and diligence in the circumstances then prevailing that a prudent person act- of a majority of the Public Employers, each casting one vote. ng in a like capacity and familiar with such matters would use in the conduct or an enterprise of a like character and with like aims. 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 if: (i)a majority of the Trustees so direct,or: (ii)a petition requesting a vote. Section 5.2 Liability: The Trustees shall not be liable for any mistake of ludg ' ent or other action taken in good faith,and for any action taken or omitted signed by not less than 25% of the Public Employers, is submitted to the �+ n reliance in good faith upon the books of account or other records of the Trustees. Retirement Trust, upon the opinion of counsel, or upon reports made to the Retirement Trust by any of its officers,employees or agents or by the Invest- ARTICLE VIII. MISCELLANEOUS ^rent Adviser or any sub-investment adviser,accountants,appraisers or other Section 8.1 Governing Law: Except as otherwise required by state or local experts or consultants selected with reasonable care by the Trustees,officers law,this Declaration of Trust and the Retirement Trust hereby created shall be or employees of the Retirement Trust.The Trustees shall also not be liable for construed and regulated by the laws of the District of Columbia. any loss sustained by the Trust Property by reason of any investment made tri good faith and in accordance with the standard d care set forth in Section 5.1. 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 Section 5.3 Bond: No Trustee shall be obligated to give any bond or other deemed an original but all of which together shall constitute one and the same security for the performance of any of his or her duties hereunder. instrument. ORIGrIAia RESOLUTION NO. 90-19882 Authorizing the Mayor and the City to ex- ecute the agreement between the C.M.B. and ICMA Retirement Corporation and to execute such other agreements and docu- ments as necessary to implement the pro- gram.