97-64�
RESOLUTION NO. 97-64
A RESOLUTION OF THE CITY OF CLEARWATER,
FLORiDA, RELATING TO THE MONEY PURCHASE
PENSION PLAN; APPROVING THE DECLARATION OF
TRUST OF TPiE ICMA RETIREMENT TRUST;
AUTHORIZING THE CITY OF CLEARWATER i0 SERVE
AS TRUSTEE UNDER THE PLAPI AND TO INVEST FUNDS
IN THE ICMA RETIREMENT TRUST; DESIGNATING A
CERTAIN OFFICIAL AS COORDINATOR FOR THE
MONEY PURCHASE PEfVSION PLAN; AUTHORIZiNG
EXECIJTIOM OF ADMINISTRATIVE AGREEMENTS BY
THE CITY MANAGER; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Clearwater has employees rendering valuable services;
and
WHEREAS, the establishment of a money purchase pension plan benefits
employees by prnviding funds for retirement and funds f��` their beneficiaries in the
even# of death; and
� iNHE6�ERS, the City of Clearwater established a money purchase pension plan
(ttre "�lan") by Ordinance 6180-97 adopted August 21, 1997, and the Plan shali be
rnain#ained fior the exclusiv� benefit of eligible employees and their beneficiaries; and
WNEREAS, the City of Clearwrater desires thaf ifis money purchase p�nsion plan
be administ�r�d by the EGMA Refiirement Corporation and that the funds held under
such plan be ind�sfed in the ICMA Retiretnent irust, a trust established by public
employers for the collective investrr�enf of funds held under their retirement and
deferred carv�pen�ation plans; now, therefore,
�E IT RESOLVED BY THE CIT1' COMMISSION OF THE
CiTY OF �L.EARVi/ATER, FLORIDA:
�ectian 1. The City Co�nmission hereby approves the Declaration of Tiust of the
ICt�A R�tiremeni l`r�sst in ihe form at4ached hereto, intending this execution � fo be
operative wiih respect to any retirement or deferred compensation plan subsequently
established by the City, if the assets of the plan are to be inve'sted .in the ICMA
Retirement "irust. �
S�ction 3. The City of Clearwater hereby agrees fo serve as trustee under the
Pf�n and to inv�st funds held under the Plan in the ICMA Retirement Tr�st.
Resolution No.97-64 - ^
� Section 4. The City Manager or his designee shali be the coordinator for the
, Plan; shaii receive necessary reports, notices, etc., from the ICMA Retirement
Corporation or the ICMA Retirement Trust; shail cast, on behalf of the City of
Clean�vater, any required votes under the ICMA Retirement trust; may delegate any
administrative duties relating to the Plan to appropriate departments.
Section 5. The City Commission hereby authorizes the City Manager to execute
all necessary agreements with the ICMA Retirement Corporation incidental to the
administrative of the Plan.
Section 6. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 2oth day of Nov�mber, 1997.
Rpprov�d as to form:
�� P mela K. Akin, Ciiy �A4torne
Y
2
Rita Garvey, Mayor-C issioner
Attest:
,:;,
_ `' � �
Cyn ia E. Goudeau, City Clerk
Resolution No. 97-64
1:
�
r�
ICMA RETIREMENT'�'RUST..
D��L,P�ATION OF TRUST
C�� �'�-IE ICMA RETII�MEIVT �tJST
;'K �,��
�
amended )anuary 1995
DE�LA�tATION OF TRUST OF ICMA RETI REMENT TRUST
ARTiCLE 1. NAME AND DEEINITIONS
Section 1.1 N�ma The Name of the Tnut created h�reby it the
ICMA Rctirement Trust
Section 1.2 DeHnitions: Wherever they are used hcrein, the
following terms shall have the following respective
meanings:
(�) Bydaws. The $y-laws rekrred to in SectitTn 4. l hereof,
as amc�ded (rom time to time.
(b) Deferred Compensation Plan. A deferted
compensation plan established and maintained by a
Public Employerfor the purposeof providing retircment
income and other deferced benefits to its employeos in
accordance with th�e provision of section.457 of the
lntemal Revrnue Code of 1986, as amended.
(c) Empioyees. Those emplopees who participate in
Quali(ied Plans.
(d) Employer Trust. A trust creared pursuant to an
agrcemrnt between RC and a Public Employet, or an
agreement between RC and a Public Employer for
administrative services that is not a trust, in either case
(or the purpose of investing and administering the
funds ut aside by such Employer in connection with its
Dekrred Compensation agreemenu with its employees
or in connection with iu Qualified Plan.
(e) lnvestment Contract. A non•negotiable contract
entered into by ehe Retiremrnt'trust with a financial
institution that provides for a fixed rate.of remrn on
investment.
{f} IGPr4Pc. 'ilie Intemational Ciq�/County Management
Assaiation.
(g) flCtv�A/ItG Trustees. Those Trustees elected by the
Public Employers who, in accordance with the
provisions of SECtion 3, l(a) hereo(, aee also members
of th� Board of Directors of 1CMA or RC (or in the case
of RC, former members of the RC Board).
(h) lnvestment Adrisea The Investment Adti�iser that
enrers inta a contract with the Retiremrnt Trust to
pro��ide a,�lvice with respecc to investment of the Trust
Pro�+erey.
(i) Port�olios. The separate commingled accounts of
invescment established by the Investment Adviser ro
the Retirement Trust, urtder the supervision of the
inutees, for the purpose of providing invatments for
ehe T�uu Peoperty.
(j) PublicEaaployeeTeustees. ThoseTrusteeselectedby
the Pu6lic Emp loyers who, in accordartce with the
pro��ision of 5ection 3.1(a) hereof, are full•time
emplayea of Public Employer�.
(k) F'ubiic F,anplaqer Trustees. Pubfic Employers who
serve az mutees of the Qualified Plans.
(1� Publie Employer. A unit af state ar laal govemment,
or any �ncy or insteumcntaliry t�xreof, tha; has
adoptcd a Defcrred Cosnpensation Plan c;r a Qesa{ified
Plan and has exccut�:d this Declaration of Tiust.
(mj Qualifies! Plan. Aplan sponsored by a Prblic Emploper
for the pur�+o,e of providing retirement income to us
cmployeeswhichsatisfiesii cquaiificationrequirements
of Secuon 401 of the Intemal Revenue Code, az
amended:
(n) RC.ThelntemationalCityManagcmcntAssociation
Retiremrnt CorEwration.
amended Janua�y 1995 •
� �.
(o) Retirement Truct. The Trust created by this
Declantion of Trust. •
(p) Tnut Proper�. The amounu held in the Retirement
Trust on bchal of the Public Emp loyers in conncc�ion
with Dcferred Compensation Plans and on behalf of
the Public Employer Trustees (or the exclusive benefit
of Employees pursuant to Qualified Plans. The Trust
Property shall include any income resulting from che
investment to the amounts so held.
(q) Trustas. The Public Employee Trustees and 1CMA/
RCTn�stees elected by the Public Employecs to serve
as members of the Board of Trustees of the Retirement
Trus�
ARTiCLE 11. CitEATiON AND PURPOSE OF THE TRUST;
OWNERSHiP OF TRUST PROPERTY
Section 2.1 Creapon: The RetirementTrust was created by:he
execution of this Declaration of Trust by the initial Trust-
ea and Public Employers and is established with respect to
each participating Public Employer by adoption of this
Declaration of Ttust.
Section 2.2 Purpose: 'fhe purpose of the Retirement Tnut is to
provide far the commingled investment of funds held bp
the Public Employers in connection with their Deferted
Compenradon and Qualified Plans. The Trust Propercy
shall be iavated in the Portfolios, in Investment Con-
tracts, and in other investmenu recommended by rhe
Investment Adviser under the supervision of the Board of
Trustees. No part of the Trust Properry will be invested in
securities issued by Public Employers.
Section 2.3 Ownership of Trust Propecty: The Trusteesshall
have Icgal title to the Tnuc Property The Public Emp!oy-
crs shall k the beneficial owners of the portion of the Tnut
Propetty allocable to the Deferred Compensation Plans.
The pottion of the Tiust Property allocable to the Quali-
fied Plans shal( be held for the Public EmployerTrustea for
the exclusive benefit of the Employees.
ARTICLE lll. TRU3TEES
Section 3.1 IVumber and Qualificadon of Trustees: (a) T6e
Board of Tnutces shall consist of nine Trusrees. Five of thc
Trustees shall be full•time employees of a Public Employrr
(the Public Employee Trustees) who are authorised bysuch
Public Emp loyer to se�ve as Trustee. The remaining four
Tnutees shall consist of two persons who, at the time of
elation to the Board of 7rustees, are membersof the Boaid
of Qirectors of ICMA and two persons who, at the time of
elation, are members or former members of the Board of
Directors d RC (the ICMA/RC Tnutees). One of the
Trustees who is a directot of lCMA, and one of the Trustea
who is a diraror of RC, shall, at the time af election, be
full•time employees of Publie Employers. (b) No person
may serve as a Trustet for more than two terms in any ten-
year period.
Section 3.2 Ela6on and Term: (a) Except for the Trustees
appointed to fill vacancies pursuant ro Section 3.5 hereof,
the Ttustees shall be elected by a vote of a majoriry of the
voting Public Employers in accordance with the prae-
dures xt forth in the 8y-Laws. (b) At the first election of
Tnutees, three Trostees shall be elected for a term of three
years, thra Trustces shall be elected for a arm of two years
and three Tnutees shall be elected for a term ef onc year.
Ateachsubse quentelection,threeTrusteaslu�llbeelected,
each to serve (ot a term of three years and until his or her
successor is elected and qualified.
� � -� ° � gt3 -•.�,�1L ;_�!'i'M' � �. � . .�, ..� u ,. .. ,,, ..� . � ... ,�
a' : - � , . . . ., .. _ . . � . .
' .� . .. .� C .A..- t:�,'i.�tS `:. �;. . � � -. .._ .. . . . .. . .. .� .
' ' _ _ _ - _— __ ' _ �
Section 3.3 Nominations: The Trustces who arc full•time
� c�ttployees o(Public Employcrs shali serve as the Nominat•
' ing Committee (or thc I'ublic Employee Trustees. The
Nominatin�g CommitteeshallchoosccandidatesforPublic
Employec T'tustea in accordance with the praedures set
forth in the ByLaws.
Section 3.4 Resigmdon and Removale (�) Any Trustee may
resign as Trustee (without need for prior or subsequrnt
a�ccounting) by an instrument in writing signed by the
7'nutee and dolivered ro the otf�er Trustees and such
tesignation shall be e(fective upon such ddivery, or at a
I�ter date according to the terms of the instniment. Any of
the Trustees may be removed for cause, by a vote of a
majoriry of the Public Employers. (b) Each Public Em-
ploya Trustee shall resign his or her position as Trustee
within sixty days of che date on which he or she ceaus to
be a full-time emptoyee of a Public Employer.
Section 3.5 Vacancies: The term of office of a Trustee shall
eerminate and a vacancy shall occur in the event his or her
death, resignation, removal, adjudicated incompetence or
other incapaciry to pedorm the dutia of the office of a
T�ustee. In the case of a vacancy, the remaining Trustees
shall appoint such person as they in their disccetion shall
see fit (subjecc to the limitations set forth in this Section),
to serve for the unexpired portion of the tetm of che Trustee
who has resigned or ochenvise ceased to be a Trustee. The
appointmentshall be madebya written instrument signed
by a majority of the Trustees. The person appointed must
be the same type of Trustee (i.e., PuSlic E�nployee Ttustee
or 1CMA�RC Trustee} as the person who has ceased to be
a"Crustee. �4n appointment oF a Trustee may be made in
� aneieipaeion of a vaeaney to oceue at a later daee by reason
s�.,` of retirement or resignation, provided that such appoint-
enent shall not become effective prior to such retirement or
r�signaeion. Whenever a vacaacy shall acur, until such
vacancy is filled as providrd in this Seccion 3.5, the Trust-
ees i� office, regardless of theie number, shail have ail the
powars granted eo the Trustees and shall discharge al1 the
dutirs imposed upon the Trustees by thu Declaration. A
wtitten instrument cercify ing� the exisrence of a vacancy
signed by a majoriry of the Trustecs shall bP conclusive
evidence of the existenct of such vacancy.
Section 3.6 irustees Serve in Reprcsenta4ive Capacity: By
executing this Qeclaratian, cach Public Emploqer agrees
ehat che Pub6ic Emp{oyee 7'rustces elected by the Public
Emploqers aee authorized to act as agen[s and representa-
e9ves of thc Pubiic Employers colltctively.
AR"I't�LE liy. POWERS OF TYtUSTEES
Sesticen 4.A Genenl l�atvses: The'Ceustees shall have the pnwer
eo eonduct e�he business o£ the 'i'rust and to carry on its
operations. Such powcr shali include, but sfiall not be
3imited to, the power to:
(a) teceive tht Trust ('roperty from thc Public Employers,
Public EmployerTrustecsorthe trusteeoradministrator
undor any Employer Trusr,
(b) enter into a contr�ct with an Investment Adviur
praveding, among othcr things, for the eseablishment
and operation of the Portfofios, ulection of the
tnvescment Gontracts in which [he Tnut Property may
be invcsted, ulection of the other investmenu for the
� Trust Properry and the paymcnt of reasonablc feea to
' ehe Investment Adviur and to any sub�invatment
adviser retained by the Investment Adviser,
(e) rcwew annually the performance of the Investment
Adviser and approve annually the conaxt with wch
Investment Adviser,
(d) invest and reinvat the Tnut Property in tht Portfolios,
�
the InvestmentContractsand inanyotherimestmrnt
recommcnded by the Investment Adviser, but not
including aecuritics issued by Pubiic Employets, •
provided that if a Public Employer hazdirated that its
moniesbe invested i� one or morespecified Pordolios
or in an Investmeot Contract, the Trustees of the
Rctircment Trust shall invest such monies in '
accordance with such directions;
(e) keepsuchportionoftheTnutPropertyincashorcash
balances as thc Tnutees, kom time to time, maydeem
to be in the best interut of thc Retirement Trust
created hereby without liabiliryfor interest thereon;
(f) accept and retain for such time as they may deem
advisable any securities or other proporry received or
acquired by them as Tnutees hereunder, whethec or
not such securities or other properry would normally
be purchased as investment hereunder;
(g) cause any secutities or other properry held as part of
the Trust Properry to be registered in the name of thr
Retircment't'rust or in the name of a nominee, and to
hold any investments in bearet fotm, but the books
and records of the Trustcesshall at all tima show that
all such investments are a part of the Ttust Property;
(h) make, execute, acknowledge, and deliver any and all
documents of transfer and conveyance and anyand all
other instruments that maybe necessaryorappropriate
to carry out thc powers herein granted;
(i) vote upon any stock, bonds, or other secu�ities; give
general or special proxia or powers of attomey with
or without power of substitution; exercise any
conversion pnvileges, subscription rights, or other
options, and make any paymenrs incidental thereto;
oppose, or consent to, or othenvise participate in,
corporate eeorganizatio�sorto otherchangesaffecting
corporateucurities,anddelegacediscretionarypowers
and pay any assessmenu or charges in connection
therewith; and genenlly exercise any of the powus of
an owner with respect to st«ks, bonds, sewrities or
other properry held as part of the Trust Property;
(j) enter into contracts or arrangements for goods or
xrvices required in co�nection with the operation of
the RetirementTnut, including, but not limited to,
contraccs with custodians and contracu for the
provision of administrauve urvices;
(k) bonow or raiu money for the purposes of the
Retirement Tnut in such amount, and upon such
terms and conditions, as tha Trustees shal) deem
advirable, provided that che aggregatc amount of such
bortowings shall noc exceed 3096 of the value of the
Tnut Properry No person lending money to the
Trustees shall be bound to see the application of the
money lent or to inqwre into its validity, exFudiency
or propriety or any such borrowing,
(I) incurreasonableexpensesazrequircdfortheoperation
of the Retirement Tnut and deduct such expenus
.-from of the Tnu[ Property;
(m) pay expenses properly allocable to the Tnut Properry
incurredinconrxetionwiththeDe(ertedCom�pensation
Plans, Qualifed Plans, or the Employer 7'rusts and
deduct such expenses from that portion oF the Trust
Property toufiichsuchexpensesareproperlyallocable;
(n) pay out of the Tnut Propercy all real and personal
properry taxes, income axes and other taxes of any
and all kinds which, in the opinion of the Trustees,
are propedy levied, a asxssed under existing or
futurc laws upon, or in �espect of, the Trust Property
and al loca te anysuch taxes to the appropriate xcounts;
amended )anuary 1995
(o) adopt, amend and repeal the Bylaws, providcd that
such Bylaws are at ali times consistenrwith the terms
of this Declaration of Tnur,
� (p) empioy persons to make available interests in the
Retirement Trust to employen eligible to maintain a
Dsfertcd Compensation Plan undcr Section �57 ot a
Qualified Plan under Section 40l of the Internal
Revenue Code, as amended;
(q) issue the Annual Report of the Retirement Ttust, and
� the disclasurc documena and other literatme used by
the Retirement Tnur,
(r) in addition to conductin the investment ytogram
authorized in Section q.l�d), make loans, including
the purchase of debt obligations, provided [hat all such
loans shall bear interest at the current market rate;
(s) contractfor,anddelegateanypowersgrantedhereunder
to, such officees, agents, employces, auditon and
attomeys as the Trustees may ulect, provided that the
Trustees may not dele te the powers set forth in
paragraphs (6), (c) and �oj oFthis Section 4.1 and may
not delegate any powers ifsuch delegation would violate
their fiduciary duties;
(t) provide for the indemnification oi the Ofl'icers and
Tcustces of the Retirement Z'rust and purchase fiduciary
insurance;
in) maincainbooksandrecocds,indudingseparaceacwunts
. for each Public Employer, Public Employer Tnutee or
Employer Trust and such additional separate accounts
az are eequired under, and consistent with, the DefeRed
Compensation or Qualified Plan of each Public
Employer, and
(v) do al! such acts, take all such proceedings, and exercise
aU such iights and privileges, although not specifically
mentioned herein, as the T�ustea may deem necessary
or appropriate to administer the Tnut Properey and to
carry oue the purposes of the Retirement TnLSt.
Seecion 4.2 Y3istrebuNon of Truse Peoperey: Distributions of the
Trust property shali be made to, or on behalf oE, the Public
Employes or Public Employer Trustee, in accordance with
the terms of the Defereed Com�e nsation Plans, Qualified
Plans or Empioyer Tnuts. The 7'nutea of the Retirement
Tnut shall be fully protected in making paymenu in accor-
dance widi the directions of the Public Employe�s, Public
Employec 7'rustees oe austees or administraton of any
Employer Trust without ascertaining whether such pay-
ments are in compliance witii the provisions of ehe ap�Pli-
cable Ikfened Compensation or QualiFied Plan or Em-
ploytr Tnuc
SecNon 43 Execudon of Instnunenta: 'iiu Trustees may
unanimousiy designate any one or more of the Tnutees to
execute any instrument or document on behalf o( 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
Truseee or Trustca shall have the same force and effat u
if taken by all the Trustees.
AA'TICLE �1. DLITY OF CARE AND LIABILITY OF
TRUSTEES
like capacity and familiar wi�h such matters would use in
the conduct ot an enterprix of a like chataccer and'with
like aims.
Section S.l Liobility: The Trustces shall not be liable for �ny
mistake of judgment or other action t�9ccn in Qoad faith,
and forany action takenaromitted in rcliance in� faith
upon the books of accounc or other records of tTe Retire-
m�nt Trust, upon the o inion of counscl, or upon reporu
made to the Retirement�rust by anyof its officen, employ
ees or agents or by the invcscment Adviser or any sub-
investment advisee, accountanc, apQreiser or other expert
or consultant selected with reasonable care by the Tcustees,
officors or employees of the Retirement TrusG The Truse-
ea shafl also not bt Iiable for any lou sustained by the Trust
Property by teason of any invatment made in geod faith
and in accordance with the standard of care ut fotth in
Section 5.1.
Secrion 5.3 Bond: No Trustee shall be obligated to give any
bond or other ucurity for the performance of any of his or
her duties hereundee.
ARTICLE Vl. ANNUAL REPORT TO SHAREHOLDERS
The Ttustees shall annually submit to the Public Empioyers and
Public Employer Trustees a written re�rt af the eransaceions of the
Retirement Ttust, inciuding 6nancial statements which shaU be
certified by independcnt public accountants chosen by the Tnutees.
ARTICLE VII. DURATION OR AMENDMENT OF
RETIREMENT TRUST'
Section 7.1 Withdnwat: A Public Employer or Public Employer
Tnutee may, at any eime, withdraw from this Retirement
Trust by delivering to the Board of Tmstees a written
statement of withdrawal. 1n such statement, the Public
Employer or Public Employer Tnutee shall acknowledgc
that the Trust Property allocabte eo du Public Employer u
derived from compensation deferred by employces of such
Public Employer pursuant to iu Defereed Compensation
Plan or from connibutions to d�e accounts of Employees
pursuant w a Qualified Pian, and shall dcsignate the
financial instimtion eo which such property shall be aans-
ferted by the Tcustecs of the Retirement Tnut or by the
trustee or administrator under an Employer Tnut.
SecNon 7.2 DuraHon: The Retirement Tnut shall continue
until tertninaced by thr vote of a majority of the Public
Employers, each castingone vote. Upon termination, all of
the Trust Property shall be paid out to the Public Employ-
ers, Public Employer Trustees or the trustees or adminutra-
tors of the Employer Tnuts, as appropriate.
Section 7.3 AmendmenG The RetircmentTrust maybe amended
by the vote of a majoriry of the P�blie Employors, each
casting one vote.
Section 7.4 Procedure: A tuolution to terminate or amend the
Retirement Trust or to remove a Trustee shall k submitted
to a vote of the Public Employers iF• {i) a majoriry of the
Trustees so dirat, or, (ii) a petition requesting a vote
signed by not less that 25 pecccnt of the f'ublic Employers,
is submitted to the'frustees.
ARTICLE Vlli. MISCELLANEOUS
Section 5.1 Dutyof Carc: [n exercising thepowers hereinbefore �ction 6.1 Governin& law: Except u othetwise required by
granted to the Trustees, the Trustees shall pedorm all acts state ar laal law, chis Dectaration of Tnut and the Retire•
wiehin their authority for the exclusive purpose of provid• mrntTrustherebycceated shall kconstrued and regulated
ing benefits for the Public Employen in connecdon with by the laws of the District of Columbia.
Deferrecl Compcnsadon Plans and Public Employer Trust• Section 8.2 Counterp�rc� ?his Declaration may lx exauted by
eespur�uant toQualifiedPlaru, andshall pedormsuch acts the Public Emp ol ye�s�and Tc�tees in two or moce caunter-
with the care, skill, prudence and diligence in the circum• parts, each d which shall be deemed an original but all oF
atances then prevailing that a prudent penon xring in a whichtogethershallconstituteoneandthesameirumunent.
amended january i995