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CC Resolution 1993-091^"E RESOLUTION NO. 93 91 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA QUINTA, AMENDING APPENDIX C' OF TRUST AGREEMENT WITH ICMA RETIREMENT CORPORATION. WHEREAS, Resolution No. 86-77 established a Deferred Compensation Plan administered by the ICMA Retirement Corporation; and WHEREAS, Appendix C' of Resolution No. 86-77 was the Trust Agreement with ICMA Retirement Corporation; and WHEREAS, ICMA Retirement Corporation has refined the Trust Agreement and proposes to replace the original generalized Trust Agreement with the Administrative Services Agreement attached here as Revised Appendix C". NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of La Quinta does hereby replace Appendix C9 of Resolution No. 86-77 with the Revised Appendix C'" as attached. PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta City Council, held on this 16th day of November 1993 by the following vote, to wit: AYES: Council Members Banqerter, Perkins, Sniff, Mayor Pena NOES: None ABSTAIN: None ABSENT: Council Member Mccartney JOHN J City of La Quinta, California APPROVED AS TO FORM: A * DAWN HONEYWELL, City Attorney City of La Quinta, California BIB] 08-17-1998-U01 03:32:01PM-U01 ADMIN-U01 CCRES-U02 93-U02 91-U02 ^"EResolution No. 93-91 APPENDIX C TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION *GREEMENT maoe by and between the Employer named in the provided. however. that the Employer may direct investment toy tr attacneo resolution and the International City Management Association Trustee among available investment alternatives in Such proportions * *etirement Corporation hereinafter the Trustee" or Retirement thC Employer authorizes in connection With its deterred compensatic Corporation I a nonprofit corporation Organized and existing under the agreements with its employees. For these purposes. these Trust Func iaws of the Stateof Delaware. forthe purposeof investing andotherwise may be commingled with Trust Funds set aside by Other Employei aoministering the funds set aside by Employers in connection with pursuant to the terms of the ICMA Retirement Trust. Investment powe' deferred compensation plans established under section 457 of the vested in the Trustee by the Section maybe delegated by the Trustee' Internal RevenueCodeof 1954 theCode". ThisAgreementshalltake any bank. insurance or trust company, or any investment adviso effect upon acceptance by the Trustee of its appointment by the Employer to Serve as Trustee in accordance herewith asset forth in the manager or agent selected by it. attached resolution. Section 2.2. Administrative Powers of the Trustee. The Trustee sha WHEREAS. the Employerhasestablishedadeferredcompensationplan have the power in its discretion: under Section 457 of the Code the Plan"): a) To purchase. or subscribe for. any Securities or OthE WHEREAS. in Order that there will be sufficient funds available to discharge the Employer's contractual obligations under the Plan, the property and to retain the same in trust. Employer desires to set aside periodically amounts equal to the amount b) To sell. exchange, convey. transfer or otherwise dispose of compensation deferred; any Securities or other property held by it. by private contract. r WHEREAS,thefundssetaside.togetherwithanyandallassetsderived at public auction. No person dealing with the Trustee shall b from the investment thereof. are to be exclusively within the dominion, bound to see the application of the purchase money or to inquir contrOl. and ownership of the Employer. and sub('ect to the Employer's into the validity. expediency. or propriety of any such sale C absolute right of withdrawal. no employees having any interest other disposition. *hatsoever therein. C) To vote upon any Stocks. bonds. or Other Securities: to gi* NOW. THEREFORE. this Agreement witnesseth that fa) the Employer general or Special proxies or powers of attorney With or WithO* Will pay monies tO the Trustee to be placed in deferred compensatiOn power of Substitution: to exercise any conversion privilege'. accounts for the Employer: fb) the Trustee covenants that it Will hold subscription rights. or Other Options. and to make any paymen' said sums. and any other funds which it may receive hereunder. in trust incidental thereto.. to oppose. or to consent tO. or otherwit for the uses and purposes and upon the terms and conditions participate in. corporate reorganizations or other change hereinafter stated. and IC) the parties hereto agree as follows.' affecting corporate securities. and to delegate discretionar powers, and to pay any assessments or charges in connectic ARTICLE I. General Duties of the Parties. therewith: and generally to exercise any of the powers of *ctio* I G*neral Duty of the Emoioyer The Empioyer Shall ma*e owner With respect to stocks. Donts. securities Or Other proper' *gular periodic payments equal to the amounts of its employees held as part of the Trust Funds smoensation wnicn ire deferred in accordance With the terms and Id) To cause any securities or Other property held as part Of tr *nOltiOn5 ot the *lan to the extent that Such amounts are to toe invested Trust Funds tO be registered in itS own name. and to nOld ar *nder me Tiust. investments in bearer form. but the books and records of t* Section t 2 General Duties of the Trustee. The Trustee shall hold all Trustee Shall at all times Show that all Sucn investments are a pa *nos received by it hereunder. which. together with the income of the Trust Funds. therefrom. shall constitute the Trust Funds. It shall administerthe Trust let To borrow or raise money for the purposeofthe Trust insuc *und5. coiled the income thereof. and make payments therefrom. all as amount. and upon such terms and conditions. as the Trustee sna nereinatter provided The Trustee Shall also hold all Trust Funds Which deem advisable. and. for any sum so borrowed. to issue ire transterred to it as successor Trustee toy the Employer from existing promissory note as Trustee. and to secure the repayment thereC eterred compensation arrangements wun itS Employees under plans by pledging ail. or any part. of the Trust Funds No person lendir escritoeO ii', *eOtiOn 45701 the Code Such Trust Funds shall be sutolect money to the Trustee shall toe bound to see the application of:. a*i 0 th* terms and provisions of this Agreement. money lent or to inquire into its validity. expediency or propriet of any such borrowing. ARTICLE II. Powers and Duties of the Trustee in Investment. f) To keep such portion of the Trust Funds in cash or cat Administration. and Disbursement of the Trust Funds. balances as the Trustee. from time to time. mav deem to toe in * Section 2 InveStment Powers and Duties of the Trustee. The best interest of the Trust created herepy. without iatoiiitv rustee shall have the power to invest and reinvest the principal and interest thereon come of me Trust Funds ano keep the Trust Funds invested, without gI To accept and retain for Suon time as it may deem aovisap*' tistinction between principal and income, in securities or in other any securities or Other property received or acquired toy I ropertv. real or toertonal. wherever Situated. including, but not limited Trustee hereunder. whether or not such securities or OthE 0. 51001(5. common or preferred. bonds. retirement annuity and property would normally toe puronased as investment hereunce surance policies. mortgages. and other evidences of indebtedness or h) To make. execute. acKnowledge. and deliver any and a ownersnic. investment companies. common or group trust funds. or documents of transfer and convevance and any and all otOr *eOarate and different types of funds including equity. fixed Income instrumentS that may be necessary or appropriate to carry Out Ir. *ni0h fulfill requirements of state and local governmental laws. powers herein granted. BIB] 08-17-1998-U01 03:32:01PM-U01 ADMIN-U01 CCRES-U02 93-U02 91-U02 ^"E I II I I, ji) To settle. com*romise. or sutomit to artoitratiton any claims. *Vhen an account cecomes an aCCO*ni stated. Such account Snail be cebts. or oamages due or owing to or trom tne Trust Funds. to finally settled. and the Trustee Snail be completely dIscharged ano commence or defend suits or leo-al or administrative proceedings. released. as it sucn account had been settled and ai owed toy a fudg* and to represent the Trust Funds in all suits and legal and or decree tot a court of competent jur*sd,ction in an action or procee administrative proceedings. In which the Trustee and the Employer were parties. i( To do aii such acts. take ailsuch proceedings.andexerciseali The Trustee shaft have the right to apply at any time to a cou such rignts and privileges, although not specifically mentioned competent jurisdiction for the judicial seltjerr*ent of its account herein as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. ARTICLE VI. Resignation and Removal of Trustee. Section 23 Oistributitons from the Trust Funds. The Employer Section 6.1. Resignation of Trustee. The Trustee may resign at any herelpy appoints the Trustee as its agent for the purpose of making time toy filing With the Empioyer its Written resignation. Such resignation distributiOns from the Trust Funds. In this regard the terms and shall take effect sixty j601 days from tne Gate of SuOft filing and upon Conditions set forth in the Pfan are to guide and control the Trustees appointment of a successor pursuant to Section 6.3.. wnichever shall toower. first occur. Section 2.4 ValuatiOn of Trust Funds. At feast once a year as of Section 6.2. Removal of Trustee. The Employer may remove the Valuation Dates designated by the Trustee. the Trustee Shalf determine Trustee at any time by delivering to the Trustee a written notice of its the value of the Trust Funds. Assets of the Trust Funds Shall be valued at removal and an appointment of a successor pursuant to Section 6 3. theIr market values at the Cfose of business On the Valuation Dale. or, in $uch removal shall not ta*e effect prior to sIxty 60) days from such the absence of readily ascertainable market values as the Trustee shall delivery unless the Trustee agrees to an earlier effective date. determine. in accordance with methods consistently followed and Section 6.3. Appointment of Successor Trustee. The appointment of uniformly applied. a successor to the Trustee shall take effect upon the delivery to the ARTICLE III. For Protection of Trtiit*. Trustee of a) an instrument in Writing executed by the Employer Section 3.1. Evidence of Action by Employer. The Trustee may rely appointing such successor. and exonerating sucn successor from upon any certificate, noticeor direction purporting to have been signed liability for the acts and omissions of its predecessor. and bI an on behalf of the Employer which the Trustee believes to have been acceptance in writing. executed by such successor. signed by a duly designated official of the Employer. No communication All of the provisions set forth herein with respect tO the Trustee Shah shall be binding upon any of the Trust Funds or Trustee until they are relate to each successor with the same force and effect as if such received by the Trustee. successor had been originally named as Trustee hereunder. Section 3 2. Advice Of Counsel. The Trustee may consult with any If a successor is not appointed with sixty 60) days after the Trustee legal counsel with respect to the construction of this Agreement. its gives notice of its resignation pursuant to Section 6.1.. the Trustee may duties hereunder. or any act. which it proposes to take or Omit. and shaft apply to any court of competent jurisdiction for appointment of a not be liable for any action taken or Omitted in good faith pursuant to successor. such advice. Section 6.4. Transfer of Funds to Successor. upon the resignat 11 Section 3.3. Miscellaneous. The Trustee shall use Ordinary care and removal of the Trustee and appointment of a successor. and aft e reasonable diligence. but shall not be liable for any mistake of judgment final account of the Trustee has been properly settled. the Trustee *, if or Other action taken in good faith. The Trustee shall not be liable for any transfer and deliver any of the Trust Funds involved to such successor loss sustained by the Trust Funds by reasons of any investment made in ARTICLE VII. Ouratlon and Revocation of Trust Agreement. good faith and in accordance with the provisions of this Agreement. Secfion 7. t. Duration and Revocation This Trust shall continue to The Trustees duties and obligations shall be limited to those Such time as may toe necessary to accomplish the purpose for which I' expressly imtoosed upon It by tnis Agreement. was created but may toe terminatel or revoked at any time by th* ARTICLE IV. Taxes. Expenses and Compensation of Trustee. Employer as it relates to any and*or aii related particitoating Employees Written notice of such ermination or revocation shall be given to hr Section4 1 Taxes. The Trusteesnail deduct from and chargeagainst Trustee toy the Erntoioyer UtoOn termination or revocation of the Trust the Trust Funds any taxes on the Trust Funds or tne income thereof or all of the assets thereof shall return to and revert to the Employer which the Trustee is required to pay with respect to the Interest of any Termination of this Trust shall not. nowever. relieve the Employer of thE toerson therein Employers continuing Obligation to pay deferred compensation tc Section 4 2. Expenses. The Trustee Shall deduct from and charge Employees in accordance With the terms of the Plan. against the Trust Funds all reasonableexpenses incurred by the Trustee Section 7.2. Amendment. The Employer Shall have the right to amenc n the administration of the Trust Funds. including counsel. agency. this Agreement in wnOjC and in part but only with the Trustees writter investment advisory. and other necessary fees. consent. Any such amendment shall becomeeftective upon la)deIiver* ARTICLEV. SettfementotAccounts.TheTrusteeshalfkeepaccurate to the Trustee of a Written instrument of amendment. and fbI thE and detailed accounts tot all investments. receipts. disbursements. and endorsement by the Trustee on Suco instrument Of its consent thereto *there transactions nereunder. ARTICLE VIII. Miscellaneous. Within ninety 90) days after the close of each fiscal year. the Trustee Section B. 1 Laws of the District of Columbia to Govern. Thi* shall render in duplicate to the Employer an account of its acts and Agreement and the Trust hereby created shall be construed an* ransactions as Trustee hereunder. If any part of the Trust Fund shall be *vesteo through the mediumofanycommon. collectiveorcommingled regulated by the laws of the District of Columbia. *u5t Funds. ne last annual repOrt of such Trust Funds Shall be Section 8.2. Successor Empiovers he *Empioyer shall include an* s*omitted w,tn and incorporated in the account. person who succeeds tne Empioyer and WhO thereby toecomes Suto*ec'. if within ninety j90) days after the mailing tot the account or any to the obligations of the Employer under the Plan amended account the Employer has not filed with the Trustee notice of Section 8.3. Withdrawals. The Employer may. at any time, an( n any ob(ectioh tO any act or transaction of the Trustee. the account or time to time. Withdraw a portion or a,j of Trust Funds created t 11 amended account snaIl become an accOunt stated. If any Obfectiton has Agreement. been filed.and if the Empioyer is satisfied that ltshouldbewithdrawnor Section 8.4 Gender and Number. The masculine inClud* I*i I the account is adfusted to the Employers satisfaction. the Employer feminine and the singular includes the tolural unless the context require shall in Writing filed with the Trustee signify approval of the account and another meaning. 1 shall become an account stated. BIB] 08-17-1998-U01 03:32:01PM-U01 ADMIN-U01 CCRES-U02 93-U02 91-U02