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-- (.... FESOLUTION NO.4 7 -00
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RESOLUTION FOR A LEGISLATIVE BODY RELATING TO A MONEY PURCHASE PLAN
RESOLUTION OF
Jefferson County
(EMPLOYER NAME).
WHEREAS, the Employer has employees rendering valuable services; and,
'M-iEREAS. the establishment of a money pyrchase retirement plan benefits employees by providing funds
for retirement and funds for their beneficiaries in the event of death; and
WHEREAS, the Employer desires that its money purchase retirement plan be administered by the ICMA
Retirement Corporation and that the funds held such plan be invested in the ICMA Retirement Trust. a trust
established by public emplo/ers for the collective investment of funds held under their retirement and
deferred compensation plans:
NOW THEREFORE BE IT RESOLVED that the Employer hereby establishes or has established a money
purchase retirement plan (the 'Plan") in the form of: (Select one)
MX
The ICMA Retirement Corporation Governmental Money Purchase & Trust, pursuant to the
specific provisions of the Adoption Agreement (executed copy attached hereto).
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The Plan and Trust provided by the Employer (executed copy attached hereto).
The Plan shall be maintained for the exclusive benefit of eligible employees and their beneficiaries: and
BE IT FURTHER RESOLVED that the Employer hereby executes the Declaration of Trust of the ICMA
Retirement Trust, and attached hereto, intending this execution to be operative with respect to any
retirement or deferred compensation plan subsequently established by the Employer, if the assets of the
plan are to be invested in the ICMA Retirement Trust.
BE IT FURTHER RESOLVED that the Employer hereby agrees to serve as trustee under the Plan and to
invest funds held under the Plan in the ICMA Retirement Trust; and
Human Resource Manager
BE IT FURTHER that the (use title of official, not name) shall be the coordinator
for the Plan; shall receive reports, notices, etc., from the ICMA Retirement Corporation or the ICMA
Retirement Trust; shall cast. on behalf of the Employer, any required votes under the ICMA Retirement
Trust; may delegate any administrative duties relating to the Plan to appropriate departments; and
BE IT FURTHER RESOLVED that the Employer hereby authorizes Human ResourcE(uh!¥!ñedt name)
to execute all necessary agreements with the ICMA Retirement Corporation incidental to the administration
_Of the Plan. '- ~
I, l...DRNfl bF5 t.IJN/;ý, Clerk ofthe~ County, etc.) Of~ do. , do hereby
certify that the foregoing resolution prQI'eses h~, (rsl:JRsii Þ19r;¡; t;¡gr, T ,.
,was uly passed and adopted by the (.Cal:ll'l~iI, Board,-e.æ.) of th~,
at a re~l~eeting thereof assembled this.
, ~y the following vote: ll--tl4/J'U/1rl ~ .
ICMA Retirement Corporation. P. O. Box 96220 . Washington, DC 20090-6220 . 1-800-326-7272
As to FOIm Only' cí7~ £W ~
David Alvarez, Deputy Prosecuting Attorn~
>181òo
DECLARATION OF TRUST OF ICMA RETIREMENT TRUST
ARTICLE I. NAME AND DEFINITIONS
U)
Investment Adviser.The InvesrnlemAdviser that
enters into a contract with the Retirement Trust
to provide advice with respect to invesrnlent of
the Trust Property.
Section 1.1 Name:The name of the truSt created
hereby is the ICMA Retirement Trust.
(a) By-laws. The by-laws referred to in Section 4-1
hereof, as amended from time to tinle:
(k) Portfolios. The separate conmùngled pools of in
vesmlem established by the Invesrnlem Adviser to
the Retirement Trust, under the supervision of
the Trustees, for the purpose of providing invest-
ments for the Trust Property.
Section 1.2 Definitions:Wherever they are used herein,
the following tem1S shall have the following respective
mearongs:
(1)
Public Employee Trustees. Those Trustees
elected by the Public Employers who, in accor
dance with the provision of Section 3.1 (a) hereof,
are full-time employees of Public Employers.
(b) Deferred Compensation Plan. A deferred
compensation plan established and maintained
by a Public Employer for the purpose of
providing retirement income and other deferred
benefits to its employees in accordance with the
provision of section 457 of the Internal
Revenue Code.
(m) Public Employer Trustees. Public Employers
who serve as trustees of the Qualified Plans or
Deferred Compensation Plans.
(c) Employees. Those employees who participate
in Qualified Plans and/ or Deferred Compensa-
tion Plans.
(n) Public Employer.A unit of state or local
governnlent, or any agency or instrumentality
thereof, that has adopted a Deferred Compensa-
tion Plan or a Qualified Plan and has executed
this Declaration of Trust.
(d) Employer Trust. A trust created pursuant to an
agreement between RC and a Public Employer,
or an agreement between RC and a Public
Employer for administrative services that is not a
truSt, in either case for the purpose of investing
and adnùnistering the funds set aside by such
Employer in connection with its Deferred
Compensation agreements with its employees or
in connection with its Qualified Plan.
(0) Qualified Plan.A plan that is sponsored by a
Public Employer for the purpose of providing
retirement income to its employees and that
satisfies the qualification requirements of Section
401 of the Internal Revenue Code.
(f)
ICMA. The International City/County
Management Association.
(p) Public Employer Trust. A trust that is
established by a Public Employer in connection
with its Qualified Plan and that satisfies the
requirements of Section 501 of the Internal
Revenue Code, or a truSt established by-a
Public Employer in connection with its De-
ferred Compensation Plan and that satisfies the
requirements of$ection 437(b) of the Internal
Revenue Code.
(e) Investment Contract. A non-negotiable
contract entered into by the Retirement Trust
- with a financial institution that provides for a f
fixed rate of return on invesrnlent.
(g) ICMA Trustees. Those Trustees elected by the
Public Employers in accordance with the
provisions of Section 3.1 (a) hereof, who are
also members or former members of the
Executive Board of IC1\.1A..
(q) RC.The International City Management
Association Retirement Corporation.
(r) Retirement Trust. The Trust created by this
Declaration of Trust.
(h) RC Trustees. Those Trustees elected by the
Public Employers who, in accordance with the
provisions of Section 3.1 (a) hereof, are also
members or former members of the Board of
Directors ofRe.
(s)
Trust Property- The amounts held in the
RetirememTrust as provided in Section 2.3.
The Trust Property shall include any income
resulting from the investnlent to the amounts so
held.
(i)
Internal Revenue Code. The Internal Rev-
enue Code of 1986, as amended.
(t)
Trustees. The Public Employee Trustees, IC1\.1A.
Trustees and RC Trustees elected by the Public
Employers to serve as members of the Board of
Trustees of the Retirement Trust.
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ARTICLE II. CREATION AND PURPOSE OF THE
TRUST; OWNERSHIP OF TRUST PROPERTY
Section 2.1 Creation:
(a) The Retirement Trust was created by the execu-
tion of this Declaration of Trust by the initial
Trustees and Public Employers and is established
with respect to each panicipating Public
Employer by adoption of this Declaration of
Trust.
(b) The Retirement Trust is hereby expressly made
a part of the appropriate Qualified Plan or
Deferred Compensation Plan of each Public
Employer that executes or has executed this
Declaration of Trust.
Section 2.2 Purpose and Participation:
(a) The purpose of the Retirement Trust is to pro-
vide for the conmungled invesrnlent of funds held
by the Public Employers in connection with their
Deferred Compensation and Qualified Plans. The
Trust Property shall be invested in the Portfolios,
in Invesmlent Contracts, and in other invesmlents
reconmlended by the Invesmlent Adviser under
the supervision of the Board of Trustees. No part
of the Trust Property will be invested in securities
issued by Public Employers.
(b) Panicipation in the RetirementTrust is linuted to
M pension and profit-sharing trusts which are
maintained by Public Employers and that are ex-
empt under section 501 (a) of the Internal Rev-
enue Code because the Qualified Plans related
thereto qualifY under section 401 (a) of the Inter-
nal Revenue Code and (ii) deferred compensa-
tion plans maintained by Public Employers under
Section 457 of the Internal Revenue Code (and
- trusts maintained by such Public Employers in con-
nection with such 457 plans).
Section 2.3 Ownership of Trust Property:
(a) The Trustees shall have legal tide to the Trust Prop-
erty. The Trust Property shall be held as follows:
(i)
for the Public EmployerTrustees for the ex-
clusive benefit of the Employees; or
(ii) in the case of a Deferred Compensation Plan
maintained by a Public Employer that has not
established a Public Employer Trust for the
plan, for the Public Employer as beneficial
owner of the plan's assets.
(b) The portion of the corpus and income of the Re-
tirementTrust that equitably belongs to any Pub-
lic Employer Trust may not be used for or di-
verted to any purpose other than for the exclu-
sive benefit of the Employees (or their beneficia-
MPP 03/31/1000
ries) who are entitled to benefits under such Pub-
lic Employer Trust.
(c) No employer's- Public Employer Trust may
assign any part of its equity or interest in the
Retirement Trust, and any purported assignment
of such equity or interest shall be void.
ARTICLE III. TRUSTEES
Section 3.1 Number and Qualification of Trustees:
(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 Trustees) who are authorized by such
Public Employer to serve as Trustee. The re-
maining four Trustees shall consist of tWO per-
sons who, at the time of election to the Board of
Trustees, are members or fonner members of
the Executive Board of ICMA, and tWO persons
who, at the tune of election, are members or
former members of the Board of DirectOrs of
Rc. One of the ICMA Trustees and one of the
RC Trustees shall, at the rime of election, be
full-time employees of Public Employers.
(b) No person may serve as a Trustee for more than
tWO terms in any ten-year period.
Section 3.2 Election and Term;
(a) Except for the Trustees appointed to fill
vacancies pursuant to Section 3.5 hereof, the
Trustees shall be elected by a vote of a majority
of the voting Public Employers in accordance
with the procedures set forth in the By-Laws.
(b) At the first election of Trustees, three Trustees
shall be elected for a term of three years. three
Trustees shall be elected for a term of two years
and three Trustee.s shall be elected for a term of
one year. At each subsequent election, three
Trustees shall be elected each to serve for a term
of three years and until his or her successor is
elected and qualified.
Section 3.3 Nominations: The Trustees who are
full-time employees of Public Employers shall serve
as the Nonunaring Conmuttee for the Public
Employee Trustees. The Nonunating Committee
shall choose candidates for Public Employee Trustee
in accordance with the procedures set forth in the
By-Laws.
Section 3.4 Resignation and Removal:
(a) Any Trustee may resign as Trustee (withoUt need
for prior or subsequent ;¡ccounting) by an
instrument in writing signed by the Trustee and
delivered to the other Trustees and such
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resignation shall be effective upon such delivery,
or at a later date according to thetemlS of the
instrument. Any of the TrusteeS may be removed
for cause, by a vote of a majority of the Public
Employers.
mem and operation of the Portfolios, selecrion
of the InvesCllent Contracts in which the Trust
Property may be invested, selection of the other
inveSCllentS for the Trust Property and the
payment of reasonable fees to the InveSCllent
Adviser and to any sub-invesCllent adviser
retained by the InvesCllent Adviser;
(b) Each Public Employee Trustee shall resign his or
her position as Trustee within sixty days of the
date on which he or she ceases to be a full-time
employee of a Public Employer.
(c) review annually the performance of the
Invesanent Adviser and approve annually the
contract with such InvesCllent Adviser;
Section 3.5 Vacancies: The term of office of a Trustee
shall terminate and a vacancy shall occur in the event
of his or her death, resignation, removal, adjudicated
incompetence or other incapacity to perform the
duties of the office of a Trustee. In the case of a
vacancy, the remaining Trustees shall appoint such
person as they in their discretion shall see 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 co be a
Trustee. The appointment shall be made by a written
instrument signed by a majority of the Trustees. The
person appointed must be the sarne type of Trustee
(i.e., Public Employee Trustee, ICMA Trustee or RC
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, provided that
such appoinmlem shall not become effective prior to
such retirement or resignation. Whenever a vacancy
shall occur, until such vacancy is filled as provided in
this Section 3.5, the Trustees in office, regardless of
their nunlber, shall have all the powers granted to the
Trustees and shall discharge all the duties imposed
upon the Trustees by this Declaration.A written
instrument certifYing the existence of a vacancy
signed by a majority of the Trustees shall be conclu-
sive evidence of the existence of such vacancy.
(d) invest and reinvest the Trust Property in the
Portfolios, the Investment Contracts and in any
other inveSCllent reconunended by the Invest-
ment Adviser, but not including securities issued
by Public Employers, provided that if a Public
Employer has directed that its monies be
invested in one or more specified Portfolios or
in an InvesCllent Contract, the Trustees of the
Retirement Trust shall invest such monies in
accordance with such directions;
(e) keep such portion of the Trust Property in cash
or cash balances as the Trustees, from tinle to
time, may deem to be in the best interest of the
RetirementTrust created hereby without
liability for imerest thereon:
(f)
accept and retain for such time as they may
deem advisable any securities or other property
received or acquired by them as Trustees
hereunder, whether or not such securities or
other property would normally be purchased as
ÜweSCllent hereunder;
Sectiü:1 3.6 Trustees Serve in Representative
Capacity: By executing this Declaration, each
Public Employer agrees that the' Public Employee
Trustees elected by the Public Employers are
authoriZed co act as agems and representatives of the
Public Employers collectively.
(g) cause any securities or other property held as
pare of the Trust Property to be registered in
the name of the Retiremem Trust or in the
name of a nominee, and to hold any invesmlents
in bearer form, but the books and records of the
Trustees shall at all times show that all such
invesrnlems are ~ pan: of the Trust Property;
ARTICLE IV. POWERS OF TRUSTEES
(h) 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:
Section 4.1 General Powers: The Trustees shall have
the power to conduct the business of the Trust and
to carry on its operations. Such power shall include,
but shall nor be limited to, the power to:
(i)
vote upon any stock, bonds, or other securities;
give general or special proxies or powers of
attorney withor without power of substitution;
exercise any conversion privileges, subscription
rights, or other options, and make any payments
incidental theretO; oppose, or consent to, or
Otherwise participate in, corporate reorganiza-
tions or to other changes affecting corporate
securities, and delegate discretionary powers and
pay any assessmentS or charges in connection
therewith; and generally exercise any of the
powers of an owner with respect to stocks,
(a)
receive the Trust Property from the Public
Employers, Public Employer Trusrees or the
trustee or adminiStrawr under any Employer
Trust;
(b) emer into a contract with an InvesmlentAdviser
providing, among other things, for the establish-
MPP 03/31/2000
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bonds, securities or other property held as pan:
of the Trust Property;
G)
enter into contr-acts or arrangementS for goods
or services required in connection with the
operation of the Retirement Trust, including,
but not limited to, contracts with cuStodians and
contracts for the provision of adtninistrative
serVices;
(k) borrow or raise money for the purposes of the
Retirement Trust in such amount, and upon
such terms and conditions, as the Trustees shall
deem advisable, provided that the aggreg-ate
amount of such borrowings shall not exceed
30% of 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 validity, expediency or
propriety or any such borrowing;
(1)
incur reasonable expenses as required for the
operation of the Retirement Trust and deduct
such expenses from of the Trust Property;
(m) pay expenses properly allocable to the Trust
Property incurred in connection with the
Deferred Compensation Plans, Qualified Plans,
or the Employer Trusts and deduct such
expenses ITom that portion of the Trust Prop-
erty to which such expenses are properly
allocable:
(n) payout of the Trust Property all real and
personal property taxes, income taxes and other
taxes of any and all kinds which, in the opinion
of the Trustees, are properly levied, or assessed
under existing or fUture laws upon, or in respect
of, the Trust Property and allocate any such
taxes to the appropriateaccounts;
(0) adopt, amend and repeal the By-laws, provided
that such By-laws are at all times consistent with
the tem1s 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;
(q) issue the Annual Repon: of the Retirement
Trust, and the disclosure documents and other
literature used by the Retirement Trust;
(r)
in addition to conducting the investment
program authorized in Section 4.1 (d), make
loans, including the purchase of debt obliga-
tions, provided that all such loans shall bear
interest at the current market rate:
MPP 03/31/2000
(s)
contract for, and delegate any 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) aIld (0) of
this Section 4.1 and may not delegate any
powers if such delegation would violate their
fiduciary duties;
(t)
provide for the indemnification of the Officers
and Trustees of the Retirement Trust and
purchase fiduciary insurance;
(u) maintain books and records, including separate
accounts for each Public Employer, Public
EmployerTrustee or Employer Trust and such
additional separate accounts as are required
under, and consistent with, the Deferred
Compensation or Qualified Plan of each Public
Employer; and
(v) do all such actS, take all such proceedings, and
exercise all such rights and privileges, although
not specifically mentioned herein, as the
Trustees may deem necessary or appropriate to
administer the Trust Property and to carry out
the purposes of the Retirement Trust.
Section 4.2 Distribution of Trust PropeJ:ty: Distri-
butions of the Trust property shall be made to, or on
behalf of, the Public Employer or Public Employer
Trustee, in accordance with the tem1S of the
Deferred Compensation Plans, Qualified Plans or
Employer TrustS- The Trustees of the Retirement
Trust shall be fully protected in making paymentS in
accordance with the directions of the Public
Employers, Public Employer Trustees or trustees or
administrators of any Employer Trust without
ascertaining whether such paymenrs are in compli-
ance with the provisions of the applicable Deferred
Compensation or Qualified Plan or Employer Trust.
Section 4.3 Execution of Instruments: The TruStees
may unanimously designate anyone or more of the
Trustees to execute any instrument or document on
behalf of all, including but not limited to the signing
or endorsement of any check and the signing of any
applications, insurance and other contracts, and the
action of such designated Trustee or Trustees shall
have the same force and effect as if taken by all the
Trustees.
ARTICLE V. DUTY OF CARE AND LIABILITY OF
TRUSTEES
Section 5.1 Duty of CaJ:e; In exercising the powers
hereinbefore granted to the Trustees, the Trustees
shall perform all actS within their authority for the
exclusive purpose of providing benefitS for the
Public Employers in connection with non-trusted
4
.'
Deferred Compensation Plans and for the Public
Employer Trustees, and shall perform such acts with
the care, skill, prudence and diligence in the circum-
stances then prevailing that a prudent person acting
in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like
chat"4cter and with like aims.
Section 5.2 Liability: The Trustees shall not be liable
for any mistake of judgment or other action taken in
good faith, and for any action taken or omitted in
reliance in good faith upon the books of account or
orher records of the Retirement Trust, upon the
opinion of counsel, or upon reportS made to the
Retirement Trust by any of its officers, employ-
ees or agents or by the Invesm1ent Adviser or
any sub-investment adviser, accountant, ap-
praiser or other expert or consultant selected
with reasonable care by the Trustees, officers or
employees of the Retirement Trust. The Trustees
shall also nor 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 forth in Section 5.1.
Section 5.3 Bond: No Trustee shall be obligated to give
any bond or other security for the performance of
any of his or her duties hereunder.
ARTICLE VI. ANNUAL REPORT TO
SHAREHOLDERS
The Trustees shall annually submit to the Public Employ-
ers and Public Employer Trustees a written report of the
transactions of the Retirement Trust, including financial
statements which shall be certified by independent public
accountants chosen by the Trustees.
ARTICLE VIJJ. DURATION OR AMENDMENT OF
RETIREMENT TRUST
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
Trustees a written statement of withdrawal. In such
statement, the Public Employer or Public Employer
Trustee shall acknowledge that the Trust Property
allocable to the Public Employer is derived from
compensation deferred by employees of such Public
Employer pursuant to its Deferred Compensation
Plan or from contributions to the accounts of
Employees pursuant to a Qualified Plan. and shall
designate the financial institution to which such
property shall be transferred by the Trustees of the
Retirement Trust or by the trustee or administratOr
under an EmployerTrust.
Section 7.2 Duration: The Retirement Trust shall
continue until terminated by the VOte of a majority
of the Public Employers, each casting one VOte.
MPP 03/31/2000
Upon termination, all of the Trust Property shall be
paid out to the Public Employers, Public Employer
Trustees or the trustees or adnùnistrators of the
EmployerTrusts, as appropriate.
Section 7.3 Amendment: The Retirement Trust may
be amended by the vote of a maj ority of the Public
Employers, each casting one VOte.
Section 7.4 Procedure:A resolution to ternùnate or
an1end the Retirement Trust or to remove a Trustee
shall be subnùtted to a vote of the Public Employers
if (i) a majority of the Trustees so direct, or; (ii) a
petition requesting a vote signed by not less than 25
percent of the Public Employers, is subnùtted to the
Trustees.
ARTICLE VIII. 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 shall
be construed and regulated by the laws of the
District of Columbia.
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 original but all of which together shall
constitute one and the same instrun1ent.
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