CC RES 1983-060RESOLUTION R0. 83- 60
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO PALOS VERDES TO AMEND THE PLAN DOCUMENT OF
THE INTERNATIONAL CITY MANAGERS' ASSOCIATION
RETIREMENT CORPORATION AND JOIN THE INTERNATIONAL
CITY MANAGEMENT ASSOCIATION RETIREMENT TRUST
WHEREAS, the City Council of the City of Rancho Palos Verdes
maintains a deferred compensation plan for its employees which is administered
by the ICMA Retirement Corporation; and
WHEREAS, the ICMA Retirement Corporation has recommended changes
in the plan document to comply with recent federal legislation and Internal
Revenue Service Regulations governing said plans; and
WHEREAS, the Internal Revenue Service has issued a private letter
ruling approving said plan document as complying with Section 457 of the
Internal Revenue Code; and
WHEREAS, other public employers have joined together to establish
the ICMA Retirement Trust for the purpose of representing the interests of the
participating employers with respect to the collective investment of funds
held under their deferred compensation plans; and
WHEREAS, said Trust is a salutary development which further advances
the quality of administration for plans administered by the ICMA Retirement
Corporation:
NOW THEREFORE BE IT RESOLVED that the City of Rancho Palos Verdes
hereby adopts the deferred compensation plan, attached hereto as Appendix A,
as an amendment and restatement of its present deferred compensation plan
administered by the ICMA Retirement Corporation, which shall continue to act
as Administrator of said plan; and
BE IT FURTHER RESOLVED that the City of Rancho Palos Verdes hereby
executes the ICMA Retirement Trust, attached hereto as Appendix B; and
BE IT FURTHER RESOLVED that the City of Rancho Palos Verdes hereby
adopts the trust agreement with the ICMA Retirement Corporation, as appears
at Appendix C hereto, as an amendment and restatement of its existing trust
agreement with the ICMA Retirement Corporation, and directs the ICMA Retirement
Corporation, as Trustee, to invest all funds held under the deferred compensation
plan through the ICMA Retirement Trust as soon as is practicable; and
8E IT FURTHER RESOLVED that the Administrative Services Director
shall be the coordinator for this program and shall receive necessary reports,
notices, etc. from the ICMA Retirement Corporation as Administrator, and shall
cast, on behalf of the City of Rancho Palos Verdes, any required votes under
the program. Administrative duties to carry out the plan may be assigned to
the appropriate departments.
PASSED AND ADOPTED by the City Council of the City of Rancho Palos
Verdes at a regular meeting held on September 20, 19834P
ATTEST:
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State of California )
County of Los Angeles ) es
City of Rancho Palos Verdes
Is MARY JO LOFTHUS , City Clerk of the City Council of the City of
Rancho Palos Verdes, hereby certify that the above Resolution No. 83 -60 was duly
and regularly passed and adopted by the said City Council at a regular meeting
thereof held on the 20th day of September, 1983.
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City Cler C o PRancW?)&lo-'*147erde8-
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1
_2_ Resolution No. 83 -60
-- AV -A C_4
CITY OF RANCHO PALOS VERDES
DEFERRED COMPENSATION PLAN
"APPENDIX A"
I . INTRODUCTION
The City of Rancho Palos Verdes hereby establishes the Employer's Deferred
Compensation Plan, hereinafter referred to as the "Plan." The Plan consists
of the provisions set forth in this document.
The primary purpose of this Plan is to provide retirement income and other
deferred benefits to the Employees of the City of Rancho Palos Verdes in
accordance with the provisions of Section 457 of the Internal Revenue Code
of 1954, as amended.
This Plan shall be an agreement solely between the City of Rancho Palos Verdes
and participating Employees.
II. DEFINITIONS
2.01 Account: The bookkeeping account maintained for each Participant re-
flecting the cumulative amount of the Participant's Deferred Compensa-
tion, including any income, gains, losses, or increases or decreases
in market value attributable to the City of Rancho Palos Verdes
investment of the Participant's Deferred Compensation, and further
reflecting any distributions to the Participant or the Participant's
Beneficiary and any fees or expenses charged against such Participant's
Deferred Compensation.
2.02 Administrator: The person or persons named to carry out certain non -
discretionary administrative functions under the Plan, as hereinafter
described. The City of Rancho Palos Verdes may remove any person as
Administrator upon 60 days advance notice in writing to such person,
in which case the City of Rancho Palos Verdes shall name another
person or persons to act as Administrator. The Administrator may
resign upon 60 days advance notice in writing to the City of Rancho
Palos Verdes, in which case the City of Rancho Palos Verdes shall
name another person or persons to act as Administrator.
2.03 Beneficiary: The person or persons designated by the Participant in
the Joinder Agreement who shall receive any benefits payable hereunder
in the event of the Participant's death.
2.04 Deferred Compensation: The amount of Normal Compensation otherwise
payable to the Participant which the Participant and the City of
Rancho Palos Verdes mutually agree to defer hereunder, any amount
credited to a Participant's Account by reason of a transfer under
Section 6.03, or any other amount which the City of Rancho Palos
Verdes agrees to credit to a Participant's Account.
2.05 Employee: Any individual who provides services for the City of
Rancho Palos Verdes, whether as an employee of the City of Rancho
Palos Verdes or as an independent contractor, and who has been
designated by the City of Rancho Palos Verdes as eligible to par-
ticipate in the Plan.
2.06 Includible Compensation: The amount of an Employee's compensation
from the City of Rancho Palos Verdes for a taxable year that .is
attributable to services performed for the City of Rancho Palos
Verdes and that is includible in the Employee's gross income for the
taxable year for federal income tax purposes; such term does *not
include any amount excludable from gross income under this Plan or
any other plan described in Section 457(b) of the Internal Revenue
-1- RESOLUTION N0. 83 -60
#300Y -A7 -8
Code, any amount excludable from gross income under Section 403(b)
of the Internal Revenue Code, or any other amount excludable from
gross income for federal income tax purposes. Includible Compensa�
tion shall be determined without regard to any community property
laws.
2.07 Joinder Agreement: An agreement entered into between an Employee
and the City of Rancho Palos Verdes, including any amendments or
modifications thereof. Such agreement shall fix the amount of
Deferred Compensation, specify a preference among the investment
alternatives designated by the City of Rancho Palos Verdes, designate
the Employee's Beneficiary or Beneficiaries, and incorporate the
terms, conditions, and provisions of the Plan by reference.
2.08 Normal Compensation: The amount of compensation which would be
payable to a Participant by the City of Rancho Palos Verdes for a
taxable year if no Joinder Agreement were in effect to defer compensa-
tion under this Plan.
2909 Normal Retirement Age: Age 70, unless the Participant has elected an
alternate Normal Retirement Age by written instrument delivered to
the Administrator prior to Separation-from Service. A Participant's
Normal Retirement Age determines (a) the latest time when benefits
may commence under this Plan (unless the Participant continues
employment after Normal Retirement Age), and (b) the period during
which a Participant may utilize the catch -up limitation of Section
5.02 hereunder. Once a Participant has to any extent utilized the
catch -up limitation of Section 5.02, his Normal Retirement Age may
not be changed.
A Participant's alternate Normal Retirement Age may not be earlier
than the earliest date that the Participant will become eligible to
retire and receive unreduced retirement benefits under the City of
Rancho Palos Verdes' basic retirement plan covering the Participant
and may not be later than the date the Participant attains age 70.
If a Participant continues employment after attaining age 70, not
having previously elected an alternate Normal Retirement Age, the
Participant's alternate Normal Retirement Age shall not be later
than the mandatory retirement age, if any, established by the City
of Rancho Palos Verdes, or the age at which the Participant actually
separates from service if the City of Rancho Palos Verdes has no
mandatory retirement age. If the Participant will not become
eligible to receive benefits under a basic retirement plan maintained
by the Employer, the Participant's alternate Normal Retirement Age
may not be earlier than attainment of age 55 and may not be later
than attainment of age 700
2.10 Participant: Any Employee who has joined the Plan pursuant to the
requirements of Article IV.
2.11 Plan Year: The calendar year.
2.12 Retirement: The first date upon which both of the following shall
have occurred with respect to a Participant: Separation from Service
and attainment of Normal Retirement Age.
2.13 Separation from Service: Severance of the Participant's employment
with the City of Rancho Palos Verdes. A Participant shall be deemed
to have severed his employment with the City of Rancho Palos Verdes
for purposes of this Plan when, in accordance with the established
practices of the City of Rancho Palos Verdes, the employment relation-
ship is considered to have actually terminated. In the case of a
Participant who is an independent contractor of the City of Rancho
Palos Verdes, Separation from Service shall be deemed to have
-2- APPENDIX "A"
#300Y -A9 -10 RESOLUTION N0. 83 -60
occurred when the Participant's contract under which services are
performed has completely expired and terminated, there is no foresee-
able possibility that the City of Rancho Palos Verdes will renew the
contract or enter into a new contract for the Participant's services,
and it is not anticipated that the Participant will become an
Employee of the City of Rancho Palos Verdes*
III.ADMINISTRATION
3.01 Duties of the City of Rancho Palos Verdes: The City of Rancho Palos
Verdes shall have the authority to make all discretionary decisions
affecting the rights or benefits of Participants which may be re-
quired in the administration of this Plan.
3.02 Duties of Administrator: The Administrator, as agent for the City
of Rancho Palos Verdes, shall perform nondiscretionary administrative
functions in connection with the Plan, including the maintenance of
Participants' Accounts, the provision of periodic reports of the
status of each Account and the disbursement of benefits on behalf of
the City of Rancho Palos Verdes in accordance with the provisions of
this Plan.
IV . PART IC IPAT ION IN TSE PLAN
4.01 Initial Participation: An Employee may become a Participant by
Entering into a Joinder Agreement prior to the beginning of the
calendar month in which the Joinder Agreement is to become effective
to defer compensation not yet earned.
4.02 Amendment of Joinder Agreement: A Participant may amend an executed
Joinder Agreement to change the amount of compensation not yet
earned which is to be deferred (including the reduction of such
future deferrals to zero) or to change his investment preference
(subject to such restrictions as may result from the nature or terms
of any investment made by the Employer). Such amendment shall become
effective as of the beginning of the calendar month commencing after
the date the amendment is executed. A Participant may at any time
wend his Joinder Agreement to change the designated Beneficiary
and such amendment shall become effective immediately.
V• LIMITATIONS ON DEFERRALS
5.01 Normal Limitation: Except as provided in Section 5.02, the maximum
amount of Deferred Compensation for any Participant for any taxable
year shall not exceed the lesser of $7,500.00 or 33 1/3 percent of
the Participant's Includible Compensation for the taxable year.
This limitation will ordinarily be equivalent to the lesser of
$7,500.00 or 25 percent of the Participant's Normal Compensation.
5.02 Catch -Up Limitation: For each of the last three (3) taxable years
of a Participant ending before his attainment of Normal Retirement
Age, the maximum amount of Deferred Compensation shall be the lesser
of: (1) $15,000 or (2) the sum of (i) the Normal Limitation for
the taxable year, and (ii) that portion of the Normal Limitation for
each of the prior taxable years of the Participant commencing after
1978 during which the Plan was in existence and the Participant was
eligible to participate in the Plan (or in any other plan established
under Section 457 of the Internal Revenue Code by an employer within
the same State as the City of Rancho Palos Verdes) less the amount
of Deferred Compensation for each such prior taxable year (including
amounts deferred under such other plan). For purposes of this
Section 5.02, a Participant's Includible Compensation for the current
taxable year shall be deemed to include any Deferred Compensation
for the taxable year in excess of the amount permitted under the
Normal Limitation, and the Participant's Includible Compensation
for any prior taxable year shall be deemed to exclude any amount
that could have been deferred under the Normal Limitation for such
prior taxable year.
-3- APPENDIX "A"
#300Y- A11 -12 RESOLUTION N0. 83 -60
5.03 Section 403(b) Annuities: For purposes of Sections 5.01 and 5.02,
amounts contributed b9 the City of Rancho Palos Verdes on behalf of
a Participant for the purchase of an annuity contract described in
Section 403(b) of the Internal Revenue Code shall be treated as if
such amounts constituted Deferred Compensation under this Plan for
the taxable year in Which the contribution was made and shall
thereby reduce the maximum amount that may be deferred for such
taxable gear.
VI. INVESTMENTS AND ACCOUNT VALUES
6.01 Investment of Deferred Compensation: All investments of Participants'
Deferred Compensation made by the City of Rancho Palos Verdes, includ-
ing all property and rights purchased with such amounts and all income
attributable thereto, shall be the sole property of the City of Rancho
Palos Verdes and shall not be held in trust for Participants or as
collateral security for the fulfillment of the City of Rancho Palos
Verdes' obligations under the Plan. Such property shall be subject
to the claims of general creditors of the City of Rancho Palos Verdes,
and no Participant or Beneficiary shall have any vested interest or
secured or preferred position with respect to such property or have
any claim against the City of Rancho Palos Verdes except as a general
creditor.
6.02 Crediting of Accounts: The Participant's Account shall reflect the
amount and value of the investments or other property obtained by
the City of Rancho Palos Verdes through the investment of the
Participant's Deferred Compensation. It is anticipated that the
City of Rancho Palos Verdes' investments with respect to a Participant
will conform to the investment preference specified in the Participant's
Joinder Agreement, but nothing herein shall be construed to require
the City of Rancho Palos Verdes to make any particular investment of
a Participant's Deferred Compensation. Each Participant shall
receive periodic reports, not less frequently than annually, showing
the then - current value of the Participant's Account.
6.03 Acceptance of Transfers: Pursuant to an appropriate written agreement,
the City of Rancho Palos Verdes may accept and credit to a Participant's
Account amounts transferred from another employer within the same State
representing amounts held by such other employer under an eligible
State deferred compensaton plan described in Section 457 of the Internal
Revenue Code. Any such transferred amount shall not be treated as a
deferral subject to the limitations of Article V. provided however,
that the actual amount of any deferral under the plan from which the
transfer is made shall be taken into account in computing the catch -up
limitation under Section 5.020
6.04 Employer Liabiity: In no event shall the City of Rancho Palos Verdes'
liability to pay benefits to a Participant under Article VI exceed
the value of the amounts credited to the Participant's Account; the
City of Rancho Palos Verdes shall not be liable for losses arising
from depreciation or shrinkage in the value of any investments
acquired under this plan.
VII BENEFITS
7.01 Retirement Benefits and Election on Separation from Service:
Except as otherwise provided in this Article VII, the distribution
of a Participant's Account shall commence during the second calendar
month after the close of the Plan Year of the Participant's Retire-
ment, and the distribution of such Retirement benefits shall be made
in accordance with one of the payment options described in Section 7.02.
Notwithstanding the foregoing, the Participant may irrevocably elect
within 60 days following Separation from Service to have the distribu-
tion of benefits commence on a date other than that described in the
preceding sentence which is at least 60 days after the date such
election is delivered in writing to the City of Rancho Palos Verdes
and forwarded to the Administrator but not later than 60 days After
the close of the Plan Year of the Participant's Retirement.
-4- APPENDIX "A"
#300Y- A13 -14 RESOLUTION NO 83 -60
7.02 Payment Options: As provided in Sections 7.01, 7.05, and 7906,
a Participant may elect to have the value of his Account distributed
in accordance with one of the following payment options, provided
that such option is consistent with the limitations set forth in
Section 7.03:
(a) Equal monthly, quarterly, semi - annual or annual payments in an
amount chosen by the Participant, continuing until his Account is
exhausted;
(b) One lump sum payment;
(c). Approximately equal monthly, quarterly, semi - annual or annual
payments, calculated to continue for a period certain chosen by the
Participant;
(d) Payments equal to payments wade by the issuer of a retirement
annuity policy acquired by the City of.Rancho Palos Verdes;
(e) Any other payment option elected by the Participant and agreed
to by the City of Rancho Palos Verdes;
A Participant's election of a payment option must be made at least
30 days before the payment of benefits is to commence. If a Partic-
ipant fails to make a timely election of a payment option, benefits
shall be paid monthly under Option (c) above for a period of five
years.
7.03 Limitation on Options: No payment option may be selected by the
Participant under Section 7.02 unless the present value of the
payments to the Participant, determined as of the date benefits
commence, exceeds 50 percent of the value of the Participant's
Account as of the date benefits commence. Present-value determina-
tions under this Section shall be made by the Administrator in
accordance with the expected return multiples set forth in
Section 1.72 -9 of the Federal Income Tax Regulations (or any
successor provision to such regulations).
7.04 Post - retirement Death Benefits: Should the Participant die after
he has begun to receive benefits under a payment option, the remain-
ing payments, if any, under the payment option shall be payable to
the Participant's Beneficiary commencing within 60 days after the
Administrator receives proof of the Participant's death, unless the
Beneficiary elects payment under a different payment option at least
30 days prior to the date that the first payment becomes payable to
the Beneficiary. In no event shall the City of Rancho Palos Verdes
.or Administrator be liable to the Beneficiary for the amount of any
payment made in the name of the Participant before the Administrator
receives proof of death of the Participant. Notwithstanding the
foregoing, payments to a Beneficiary shall not extend over a period
longer than (i) the Beneficiary's life expectancy if the Beneficiary
is the Participant's spouse or (ii) fifteen (15) years if the
Beneficiary is not the Participant's spouse. If no Beneficiary is
designated in the Joinder Agreement, or if the designated Beneficiary
does not survive the Participant for a period of fifteen (15) days,
then the commuted value of any remaining payments under the payment
option shall be paid in a lump sum to the estate of the Participant.
If the designated Beneficiary survives the Participant for a period
of fifteen (15) days, but does not continue to live for the remaining
period of payments under the payment option (as modified, if necessary,
in conformity with the third sentence of this section), then the
commuted value of any remaining payments under the payment option
shall be paid in a lump sum to the estate of the Beneficiary.
7.05 Pre - retirement Death Benefits: Should the participant die before
he has begun to receive the benefits provided by Sections 7.01 or
7.06, a death benefit equal to the value of the Participant's
Account shall be payable to the Beneficiary comencing no later than
60 days after the close of the Plan Year in which the Participant
would have attained Normal Retirement Age. Such death benefit shall
be paid in a lump sum unless the Beneficiary elects a different pay-
ment option within 90 days of the Participant's death. A Beneficiary
gOL IOU 10. 83 -60
#3 0 0 Y- A15 -16 -5- XSENDIX A
who may elect a payment option pursuant to the provisions of the
preceding sentence shall be treated as if he were a Participant for
purposes of determining the payment options available under Section
7.02; provided, however, that the payment option chosen by the
Beneficiary must provide for payments to the Beneficiary over a
period no longer than the life expectancy of the Beneficiary if the
Beneficiary is the Participant's spouse and must provide for payments
over a period not in excess of fifteen (15) years if the Beneficiary
is not the Participant's spouse.
7.06 Disability: In the event a Participant becomes disabled before
the commencement of Retirement benefits under Section 7.01, the
Participant may elect to commence benefits under one of the payment
options described in Section 7.02 on the last day of the month
following a determination of disability by the City of Rancho Palos
Verdes. The Participant's request for such determination must be
made within a reasonable time after the impairment which constitutes
the disability occurs. A Participant shall be considered disabled
for purposes of this Plan if he is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or by of
long - continued and indefinite duration. The disability of any
Participant shall be determined in accordance with uniform principles
consistently applied and upon the basis of such medical evidence as
the City of Rancho Palos Verdes deems necessary and desirable.
7.07 Unforeseeable Emergencies: In the event an unforeseeable emergency
occurs, a Participant may apply to the City of Rancho Palos Verdes
to receive that part of the value of his account that is reasonably
needed to satisfy the emergency need. If such an application is
approved by the City of Rancho Palos Verdes, the Participant shall
be paid only such amount as the City of Rancho Palos Verdes deems
necessary to meet the emergency need, but payment shall not be made
to the extent that the financial hardship may be relieved through
cessation of deferral under the Plan, insurance or other reimbursement,
or liquidation of other assets to the extent such liquidation would
ti
not itself cause severe financial hardship. An unforeseeable
emergency shall be deemed to involve only circumstances of severe
financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent
(as defined in Section 152(a) of the Internal Revenue Code) of the
Participant, loss of the Participant's property due to casualty, or
other similar and extraordinary unforeseeable circumstances arising
as a result of events beyond the control of the Participant. The
need to send a Participant's child to college or to purchase a new
home shall not be considered unforeseeable emergencies. The determin-
ation as to whether such an unforeseeable emergency exists shall be
based on the merits of each individual case.
VIII .NON-ASSIGNABILITY
No Participant or Beneficiary shall have any right to commute, sell,
assign, pledge, transfer or otherwise convey or encumber the right to
receive any payments hereunder, which payments and rights are expressly
declared to be non - assignable and non - transferable.
IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS
This Plan serves in addition to any other retirement, pension, or benefit
plan or system presently in existence or hereinafter established for the
benefit of the City of Rancho Palos Verdes' employees, and participation
hereunder shall not affect benefits receivable under any such plan or
system. Nothing contained in this Plan shall be deemed to constitute an
employment contract or agreement between any Participant and the City of
Rancho Palos Verdes or to give any Participant the right to be retained
in the employ of the City of Rancho Palos Verdes. Nor shall anything
herein be construed to modify the terms of any employment contract or
agreement between a Participant and the City of Rancho Palos Verdes.
-6- APPENDIX "A"
#300Y- A19 -20 RESOLUTION NO. 83 -60
X • AMEND14ENT OR TERMINATION OF PLAN
The City of Rancho Palos Verdes may at any time amend this Plan provided
that it transmits such amendment in writing to the Administrator at least
30 days prior to the effective date of the amendment. The consent of the
Administrator shall not be required in order for such amendment to become
effective, but the Administrator shall be under no obligation to continue
acting as Administrator hereunder if it disapproves of such amendment.
The City of Rancho Palos Verdes may at any time terminate this Plan.
The Administrator may at any time propose an amendment to the Plan by an
instrument in writing transmitted to the City of Rancho Palos Verdes at
least 30 days before the effective date of the amendment. Such amendment
shall become effective unless, within such 30 -day period, the City of
Rancho Palos Verdes notifies the Administrator in writing that it dis-
approves such amendment, in which case such amendment shall not become
effective. In the event of such disapproval, the Administrator shall be
under no obligation to continue acting as Administrator hereunder.
No amendment or termination of the Plan shall divest any Participant of
any rights with respect to compensation deferred before the date of the
amendment or termination.
XI . APPLICABLE LAW
This Plan shall be construed under the laws of the state where the City of
Rancho Palos Verdes is located and is established with the intent that it
meet the requirements of an "eligible State deferred compensation plan"
under Section 457 of the Internal Revenue Code of 1954, as amended. The
provisions of this Plan shall be interpreted wherever possible in conform-
ity with the requirements of that Section.
XII . GENDER AND NUMBER
The masculine pronoun, whenever used herein, shall include the feminine
pronoun, and the singular shall include the plural, except where the
context requires otherwise.
#300Y -A21
-7- APPENDIX "A"
RESOLUTION N0. 83-60
CITY OF RANCHO PALOS VERDES
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRU ST
"APPENDIX B"
ARTICLE I. DAME AND DEFINITIONS
SECTION 1.1. Name. The Name of the Trust created hereby is the ICMA
Retirement Trust.
SECTION 192. Definitions. Wherever they are used herein, the following
terms shall have the following respective meanings;
(a) By -Laws. The Bp -Laws referred to in Section 4.1 hereof, as
amended form time to time.
(b) Deferred Compensation Plan. A deferred compensation plan established
and maintained by a Public Employer for the purpose of providing re-
tirement income and other deferred benefits to its employees in
accordance with the provisions of Section 457 of the Internal
Revenue Code of 1954, as amended.
(c) Guaranteed Investment Contract. A contract entered into by the
Retirement Trust with insurance companies that provides for a
guaranteed rate of return on investments Wade pursuant to such
contract.
(d) ICMA. The International City Management Association.
(e) ICMA /RC Trustees. Those Trustees elected by the Public Employers
who, in accordance with the provisions of Section 3.1 (a) hereof,
are also members of the Board of Directors of ICMA or RC.
(f) 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.
(g) Employer Trust. A trust created pursuant to an agreement between
RC and a Public Employer for the purpose of investing and administer-
ing the funds set aside by such employer in connection with its
deferred compensation agreements with its employees.
(h) Portfolios. The Portfolios of investments established by the Invest-
ment Adviser to the Retirement Trust, under the supervision of the
Trustees, for the purpose of providing investments for the Trust
Property.
(i) Public Employee Trustees. Those Trustees elected by the Public
Employers who, in accordance with the provisions of Section 3.1(a)
hereof, are full -time employees of Public Employers*
(j) Public Employers A unit of state or local goverment, or any
agency or instrumentality thereof, that has adopted a Deferred
Compensation Plan and has executed this Declaration of Trust.
(k) RC. The International City Management Association Retirement
Corporation.
(1) Retirement Trust. The Trust created by this Declaration of
Trust.
;m) Trust Property. The amounts held in the Retirement Trust on
behalf of the Public Employers. The Trust Property shall include
any income resulting from the investment of the amounts so held.
-1- APPENDIX "B"
#300Y -B1 -2 RESOLUTION N0. 83 -60
(n) Trustees. The Public Employee Trustees and ICMA /RC Trustees elected
by the Public Employers to serve as members of the Board of Trustees
of the Retirement Trust.
ARTICLE II. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP OF TRUST PROPERTY
SECTION 2.1. Creation. The Retirement Trust is created and established by the
execution of this Declaration of Trust by the Trustees and the
participating Public Employers.
SECTION 2.2. Purpose. The purpose of the Retirement Trust is to provide for
the commingled investment of funds held by the Public Employers
in connection with their Deferred Compensation Plans. The Trust
Property shall be invested in the Portfolios, in Guaranteed
Investment Contracts and in other investments recommended by the
Investment Adviser under the supervision of the Board of Trustees.
SECTION 2.3. Ownership of Trust Property. The Trustees shall have legal title
to the Trust Property. The Public Employers shall be the bene-
ficial owners of the Trust Property.
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 remaining four Trustees shall consist of
two persons who, 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 -time of election, are members of the Board of Directors of RC
(the ICMA /RC Trustees). One of the Trustees who is a director of
ICMA, and one of the Trustees who is a director of RC, shall, at the
time of election, be full -time employees of a Public 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
Section 3.5 hereof, the Trustees shall be elected by a vote of a
majority of the Public Employers in accordance with the procedures
.set forth in the Bp -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 Trustees shall be elected for a term of
one year. At each subsequent election, three Trustees shall be
elected 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 Nominating Committee for the Public
Employee Trustees. The Nominating Committee shall choose candidates for
Public Employee Trustees in accordance with the procedures set forth in the
By -Laws.
SECTION 394 Resignation and Removal.
(a) Any Trustee may resign as Trustee (without need for prior or sub-
sequent accounting) by an instrument in writing signed by the
Trustee and delivered to the other Trustees and such resignaton
shall 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*
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#300Y -B3 -4 RESOLUTION N0. 83 -60
f
(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.
SECTION 3.5 . Vacancies. The term of of f ice of a Trustee shall terminate and a
vacancy shall occur in the event of the death, resignation, removal, adjudicated
incompetence or other incapacity of 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 to be a Trustee. The appoint -
ment shall be made by a written instrument signed by a majority of the Trustees.
The person appointed must be the same type of Trustee (i.e. Public Employee
Trustee or ICMA /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
appointment shall not become effective prior to such retirement or resignation.
Whenever a vacancy in the number of Trustees shall occur, until such vacancy
is 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 all the duties imposed upon the Trustees by this Declaration. A
written instrument 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
Declaration, each Public Employer agrees that the Public Employee Trustees
elected by the Public Employers are authorized to act as agents and representa-
tives 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 its operations. Such power shall include,
but shall not be limited to, the power to:
(a) Receive the Trust Property from the Public Employers or from a
Trustee of any Employer Trust;
(b) Enter into a contract with an Investment Adviser providing, among
other things, for the establishment and operation of the Portfolios,
selection of the Guaranteed Investment Contracts in which the Trust
Property may be invested, selection of other investments for the
Trust Property and the payment of reasonable fees to the Investment
Adviser and to any sub - investment adviser retained by the Investment
Adviser;
(c) Review annually the performance of the Investment Adviser and approve
annually the contract with such investment Adviser;
(d) Invest and reinvest the Trust Property in the Portfolios, the Guaran-
teed Investment Contracts and in any other investment recommended
by the Investment Adviser, provided that if a Public Employer has
directed that its monies be invested in specified Portfolios or in a
Guaranteed Investment Contract, the Trustees of 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 time to time, may deem to be in the best
interest of the Retirement Trust created hereby, without liability
for interest 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 investment hereunder;
-3- APPENDIX "B"
#300 -B5 -6 RESOLUTION N0. 83 -60
(g) Cause any securities or other property held as part of the Trust
Property to be registered in the name of the Retirement Trust or in
the name of a nominee, and to hold any investments in bearer form,
but the books and records of the Trustees shall at all times show
that all such investments are a part of the Trust Property;
(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;
(i) Vote upon any stock, bonds, or other securities; give general or
special proxies or powers of attorney with or 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
reorganizations or 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, bonds, securities or other property
held as part of the Trust Property;
(j) Enter into contracts 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 administrative services;
(k) Borrow or raise money for the purpose of the Retirement Trust in such
amount, and upon such terms and conditions, as the Trustees shall
deem advisable, provided that the aggregate 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 of any such borrowing;
(1) Incur reasonable expenses as required for the operation of the Re-
tirement Trust and deduct such expenses from the Trust Property;
(m) Pay expenses properly allocable to the Trust Property incurred
in connection with the Deferred Compensation Plans or the Employer
Trust and deduct such expenses from that portion of the Trust
Property beneficially owned by the Public Employer to whom such
expenses are properly allocable;
(n) Pay out of the Trust Property all real and personal property taxes,
income taxes and other taxes of any and all kinds 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 appropriate accounts:
(o) Adopt, amend and repeal the By -Laws, provided that such Byk -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 of the Internal Revenue Code, as amended;
(q) Issue the Annual Report of the Retirement Trust, and the dis-
closure documents 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 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)( and (o) of this Section 4.1 and
may not delegate any powers if such delegation would violate their
fiduciary duties;
-4- APPENDIX "B"
#300 -B7 -8 RESOLUTION N0. 83 -60
C1
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(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 or Employer Trust and such additional separate
accounts as are required under, and consistent with, the Deferred
Compensation 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 admin-
ister the Trust Property and to carry out the purposes of the
Retirement Trust.
SECTION 4.2. Distribution of Trust Property. Distributions of the Trust
Property shall be made to, or on behalf of, the Public Employer, in accordance
with the terms of the Deferred Compensation 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 or the Trustees of
the Employer Trusts without ascertaining whether such payments are in compliance
with the provisions of the Deferred Compensation Plans or the agreements
creating the Employer Trusts.
SECTION 4.3. Execution of Instruments. The Trustees may unanimously designate
any one 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 Care. 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, and
shall perform such acts with the care, skill, prudence and diligence in the
circumstances 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 character 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 other records
.of the 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
Investment Adviser or any subinvestment 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 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 V I . ANNUAL REPORT . TO SHAREHOLDERS
The Trustees shall annually submit to the Public Employers 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.
..5- APPENDIX "B"
9 -10 RESOLUTION N0. 83 -6
#3oo -B
ARTICLE VII. DURATION OR A MENT OF RET IRENENT TRUST
SECTION 7.1. Withdrawal. A Public employer may, at anytime, withdraw
from this Retirement Trust by delivering to the Board of Trustees a statement
to that effect. The withdrawing Public Employer's beneficial interest in the
Retirement Trust shall be paid out to the Public Employer or to the Trustee of
the Employer Trust, as appropriate.
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.
Upon termination, all of the Trust Property shall be paid out to the Public
Employers 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 of 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 if; (a) a majority of the Trustees so direct, or (b) a petition
requesting a vote, signed by not less than 25% of the Public Employers, is
submitted 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 Columiba.
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
instrument.
-6- APPENDIX "B" X300 -B15 RESOLUTION NO 83 -60
CITY OF RANCHO PALOS VERDES
TRUST AGREEMENT WITH
THE ICMA RETIREMENT CORPORATION
"APPENDIX C"
AGREEMENT made by and between the City of Rancho Palos Verdes, named in the
attached resolution and the International City Managers 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 the City of Rancho Palos Verdes 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 City of Rancho Palos Verdes to service as Trustee in
accordance herewith as set forth in the attached resolution.
WHEREAS, the City of Rancho Palos Verdes has established a deferred compensation
plan under Section 457 of the Code (the "Plan ");
WHEREAS, in order that there will be sufficient funds available to discharge
the City of Rancho Palos Verdes' contractual obligations under the Plan, the
City of Rancho Palos Verdes 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 City of Rancho Palos Verdes, and subject to the City of
Rancho Palos Verdes' absolute right of withdrawal, no employees having any
interest whatsoever therein;
NOW, THEREFORE, this Agreement witnesseth that (a) the City of Rancho Palos
Verdes will pay monies to the Trustee to be placed in deferred compensation
accounts of the City of Rancho Palos Verdes; (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 City of Rancho Palos Verdes . The City
of Rancho Palos Verdes 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 Funds, 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 City of Rancho Palos Verdes 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 He POWERS AND DUTIES OF THE TRUSTEE IN INVESTMENT, ADMINISTRATION,
AND D IS BU'RSEMENT 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
APPENDIX "C"
oannv_Al s�_19 RESOLUTION NO. 83 -60
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 City of Rancho Palos Verdes may direct investment by the
Trustee among available investment alternatives in such proportions as the
City of Rancho Palos Verdes 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 shall 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 disposi-
tion.
(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.
(e) 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.
(f) To keep such portion of the Trust Funds in cash or cash balances as
the Trustee, from time to time, may deem to be in the best interest
of the Trust created hereby, without liability for interest thereon.
(g) To accept and retain for such time as it may deem advisable any
securities or other property received 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) 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.
-2- APPENDIX "C"
#300Y- B20 -21 RESOLUTION N0. 83 -60
(j) To do all such acts, take 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 City of _ Rancho Palos
Verdes 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 Trustee's 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 clpse 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 III. 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 City of Rancho Palos Verdes which the Trustee believes to have been
signed by a duly designated official of the City of Rancho Palos Verdes. No
communication shall be binding upon any of the Trust Funds or Trustee until
they are received by the Trustee.
SECTION 392. Advice of Counsel. The Trustee may consult with any legal
counsel with respect to the construction of this Agreement, its duties here-
under, 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 advise.
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 administra-
tion of the Trust Funds, including counsel, agency, investment advisory, and
other necessary fees.
ARTICLE V . SETTLEMENT OF ACCOUNTS
The Trustee shall 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 City of Rancho Palos Verdes an account of its acts
and transactions as Trustee hereunder. If any part of the Trust Fund shall be
invested through the medium of any common, collective or commingled Trust
Funds, the last annual report such Trust Funds shall be submitted with and
incorporated in the account.
If within ninety (90) days after the mailing of the account or any amended
account the City of Rancho Palos Verdes 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 City of Rancho Palos Verdes is sastisf ied that it should be
withdrawn or if th; account is adjusted to the City of Rancho Palos Verdes'
satisfaction, the City of Rancho Palos Verdes shall in writing filed with the
Trustee signify approval of the account and it shall become an account stated.
RESOLUTION NO. 83 -60
-3- APPENDIX "C"
When an account becomes an account stated, such account shall be finally
settled, and the Trustee shall be completely discharged and released, as if
such account has 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 City of Rancho Palos Verdes 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 City of Rancho Palos Verdes its written resignation. Such
resignation shall talcs effect sixty (60) days from the date of such filifig and
upon appointment of a successor pursuant to Section 6.3, whichever shall first
occur.
SECTION 6.2. Removal of Trustee. The City of Rancho Palos Verdes may remove
the Trustee at any time by delivering to the Trustee a written notice of its
removal and an appointment of a successor pursuant to Section 6.3. Such
removal shall not take effect prior to sixty (60) 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 City of Rancho Palos Verdes 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 within 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 694. 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 City of Rancho Palos Verdes 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 City of
Rancho Palos Verdes. Upon termination or revocation of the Trust, all of the
assets thereof shall return to and revert to the City of Rancho Palos Verdes.
Termination of this Trust shall not, however, relieve the City of Rancho Palos
Verdes of the City of Rancho Palos Verdes' continuing obligation to pay deferred
compensastion to Employees in accordance with the terms of the Plan.
SECTION 7.2. Amendment. The City of Rancho Palos Verdes 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.
-4- _ APPENDIX "C"
#300Y- A27 -29 RESOLUTION N0. 83 -60
1
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 City of Rancho Palos Verdes and who thereby becomes subject
to the obligations of the City of Rancho Palos Verdes under the Plan.
SECTION 8.3. Withdrawals. The City of Rancho Palos Verdes 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.
-5- APPENDIX "C"
#300Y -A22 RESOLUTION NO. 83-60