HomeMy WebLinkAboutCSDOC Resolution 1998 - 0017RESOLUTION NO.98-1~7
ADOPTING DECLARATION OF TRUST OF ICMA
RETIREMENT CORPORATION AND APPROVING
ICMA ADMINISTRATIVE SERVICES AGREEMENT
A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF
COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,II,
13,AND 14 OF ORANGE COUNTY,CALIFORNIA,ADOPTING
DECLARATION OF TRUST OF ICMA RETIREMENT CORPORATION
AND APPROVING ICMA ADMINISTRATIVE SERVICES AGREEMENT
********************
WHEREAS,the County Sanitation Districts Nos.1,2,3,5,6,7,11,13,and 14 of Orange
County,California (the “Districts”)have employees rendering valuable services;
WHEREAS,the establishment of a deferred compensation plan for such employees
serves the interests of the Districts by enabling the Districts to provide reasonable retirement
security for District employees,by providing increased flexibility in the Districts’personnel
management system,and by assisting in the attraction and retention of competent personnel;
WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on April 13,
1994,the Districts approved and adopted the County Sanitation Districts of Orange County,
California Deferred Compensation Plan as Amended 1994;by Resolution No.95-80,adopted by
the Boards of Directors on July 26,1995,the Districts approved and adopted the first
amendment to such plan;and,by Resolution No.98-07,adopted by the Boards of Directors on
March 25,1998,the Districts approved and adopted the second amendment to such plan.(The
1994 complete amendment,the 1995 first amendment and the 1998 second amendment are
hereinafter collectively referred to as the “Plan”;and copies of such documents are attached
hereto and incorporated herein by reference as Appendices A-i,A-2 and A-3,respectively);
WHEREAS,the Boards of Directors desire to offer Plan Participants the opportunity to
choose among Plan administrators;
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62533_i WS&S
June 2,1998 Draft No.2
WHEREAS,the Boards of Directors have determined that the selection of the
International City Management Association Retirement Corporation (UICMAfl)as one of the Plan
administrators,whose services Plan Participants may choose to utilize,serves the above
objectives;and,
WHEREAS,the Boards of Directors desire that the Plan be administered by ICMA,to the
extent of Plan assets delivered to ICMA,and that the funds delivered to ICMA be invested in the
ICMA Retirement Trust,a trust established by public employers for the collective investment of
funds held under their retirement and deferred compensation plans.
NOW,THEREFORE,the Boards of Directors of County Sanitation Districts Nos.1,2,3,
5,6,7,II,13,and 14 of Orange County,California,
DO HEREBY RESOLVE,DETERMINE AND ORDER:
Section 1 The Districts,as trustee of the Plan,hereby execute the Declaration of
Trust of the ICMA Retirement Trust,attached hereto and incorporated herein by reference as
Appendix B,intending this execution to be operative with respect to any Plan assets to be
invested in the ICMA Retirement Trust,at the election of Plan Participants,and with respect to
any other retirement or deferred compensation plan subsequently established by the Districts,if
the assets of such plan are to be invested in the ICMA Retirement Trust.
Section 2 Pursuant to Section 8 of the Plan,the assets of the Plan are held in trust,
with the Districts serving as trustee,for the exclusive benefit of the Plan Participants and their
beneficiaries,and such assets shall not be diverted to any other purpose.The Plan trustee’s
beneficial ownership of Plan assets held in the ICMA Retirement Trust shall be held for the
further exclusive benefit of the Plan Participants and their beneficiaries.
Section 3 Section 15 of the Plan permits the Districts to establish a loan program
under the Plan.The Districts have not yet established any such loan program.At such time as
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June2,1998 2 DraftNo.2
the Districts do establish a loan program,pursuant to Plan Section 15,the Districts shall so
inform ICMA,so that ICMA may,with respect to the Plan assets held by the ICMA Retirement
Trust,administer the loan program consistent with Plan Section 15.
Section 4 As provided in Plan Section 8,the Districts serve as trustee under the
Plan.
Section 5 The Districts hereby authorize the General Manager to execute,on behalf
of the Districts,the Administrative Services Agreement,attached hereto and incorporated herein
by reference as Appendix C,between the Districts and ICMA,for the provision,by ICMA,of
administrative services under the Plan.
Section 6 The Director of Human Resources shall:(a)be the coordinator for this
program;(b)receive necessary reports,notices,etc.from ICMA or the ICMA Retirement Trust;
(C)cast,on behalf of the Districts,any required votes under the ICMA Retirement Trust;(d)have
the authority to assign,to the appropriate District personnel,administrative duties to carry out the
Plan;and (e)have the authority to execute all necessary documents with ICMA incidental to the
administration of the Plan,other than the Administrative Services Agreement itself,or any
amendment thereto.
PASSED AND ADOPTED at a regular meeting held June 24
,
1998.
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62533.)WS&S
June 2,1998 3 Draft No.2
STATE OF CALIFORNIA )
)SS.
COUNTY OF ORANGE )
I,PENNY M.KYLE,Secretary of the Boards of Directors of County Sanitation
Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California,do hereby
certify that the foregoing Resolution No.98-17 was passed and adopted at a regular
meeting of said Boards on the 24th day of June,1998,by the following vote,to wit:
AYES:Steve Anderson;George Brown;John Collins;Barry Denes;
Shirley Dettloff;Harry M.Dotson;Burnie Dunlap;Norman Z.
Eckenrode;Jan Flory;John M.GuUixson;Mark Leyes;Patsy
Marshall;Pat McGuigan;Darryl G.Miller;Eva Minor-Bradford;
Mark A.Murphy;John E.Noyes;Arthur Perry;Anna L.Piercy;
Margie L.Rice;Thomas R.Saltarelli;Christina M.Shea;Todd
Spitzer;William G.Steiner;Dave Sullivan;Charles E.Sylvia;Bob
Zemel
NOES:None
ABSENT:None
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official
seal of County Sanitation District No.I on behalf of itself and Districts Nos.2,3,5,6,7,
II,13 and 14 of Orange County,California,this 24th day of June,1998.
Penny M.Kj~,Secret
Boards of Directors,County Sanitation
Districts Nos.1,2,3,5,6,7,Ii,13 and 14 of
Orange County,California~
H:~p.dt&admin~8S~FORMS~1 998\F12.17.doc
RESOLUTION NO.94-3 ‘~
APPROVING AMENDED DEFERRED COMPENSATION PLAN
FOR OFFICERS AND EMPLOYEES
A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF
COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,
11,13 AND 14 OF ORANGE COUNTY,CALIFORNIA,
APPROVING AN AMENDED DEFERRED COMPENSATION PLAN FOR
THE OFFICERS AND EMPLOYEES OF THE DISTRICT AND
REPEALING RESOLUTION NOS.79-176,81-166 AND 83-188
*********
WHEREAS,by Resolution No.81-166 adopted by the Boards of
Directors on October 14,1981,the District approved and adopted a
revised deferred compensation plan (hereinafter referred to as the
If Plane),and,by Resolution No.83-188 adopted by the Boards of
Directors on December 14,1983,the District approved and adopted
an amendment to.the Plan;and,
WHEREAS,certain changes in the federal law and regulations
pertaining to deferred compensation plans adopted and administered
by public agencies have been enacted subsequent to the adoption and
amendment of the Plan;and,
WHEREAS,the Boards cf Directors desire to again amend the
Plan to comply with such new federal law and regulations.
NOW,THEREFORE,the Boards cf Directors of County Sanitation
Districts nos.1,2,3,5,6,7,11,13 and 14 of Orange County,
California,
DO HEREBY RESOLVE,DETERMINE AND ORDER:
Section 1 That the County Sanitation Districts of Orange
County,California Deferred Compensation Plan as Amended 1994 (as
1
APPENDIX A-i
set forth in Exhibit “A”attached hereto and incorporated herein by
reference as though set forth herein at length)is hereby adopted
and shall remain in effect until amended or terminated by
resolution of the Boards of Directors.
Section 2 That Resolution Nos.79-176,81-166 and 83-188 are
hereby repealed.
PASSED AND ADOPTED at a regular meeting held this of
_____________
1994.
/~/1
Joint Chairman
(L495X)
R:2/16/94
2
APPENDIX A-i
COUNTY SANITATION DISTRICTS OF ORANGE COUNTY,CALIFORNIA
DEFERRED COMPENSATION PLAN AS AMENDED 1994
SECTION 1:Background By Resolution No.81-166 adopted by
the Boards of Directors of the County Sanitation Districts of
Orange County,California,on October 14,1981,the Districts
approved and adopted a revised deferred compensation plan.Due to
changes inthe law applicable to deferred compensation plans of
local public agency em~ployers,the Districts did,by Resolutions
Nos.83-188 and 94-_.,adopted by the Boards of.Directors on
December 14,1983 and ~cLL 13
,1994,respectively,approve and
adopt amendments to the ~deferred compensation plan.This document
constitutes the completely amended deferred compensation plan,as
adopted pursuant to Resolution No.94-.~_.The name of this
deferred compensation plan is the County Sanitation Districts of
Orange County,California :Deferred Compensation Plan as Amended
1994 (hereinafter referred to as the “Plan”).
SECTION 2:Purpose The primary purpose of this Plan is to
attract and retain personne:L by permitting them to enter into Plan
Participation Agreements which will provide future payments in lieu
of current income upon death,disability,retirement,or other
termination of employment with the Employer.
SECTION 3:Definitioa~For the purposes of this Plan,
certain words or phrases used herein will have the following
meanings:
3.1 “Category A Beneficiary”shall mean any individual
designated as the beneficiary by the Participant,either
pursuant to the Participation Agreement or pursuant to a
later written election filed with the Employer before the
death of the Participant.A trust may also be designated
as a beneficiary under the Plan,under certain
circumstances more specifically described in Subsection
10.6.2 below,but in that case the trust beneficiaries
who may receive trust distributions on account of
payments from the Plan shall be deemed to be the
Category A Beneficiaries under the Plan.No other legal
entity,such as a charitable foundation or the estate of
the Participant,may be a Category A Beneficiary for the
purposes of the Plan.
3.2 “Category B Beneficiary”shall mean a beneficiary who is
designated by the Participant in either the Participation
Agreement or a later written election filed with the
Employer before the Participant’s death,and who is nct
a “Category A Beneficiary”within the meaning of Section
2/17/94 1
APPENDIX A-I
3.1 above.(Example:a legal entity other than a trust,
such as a charitable foundation or the estate of the
Participant.)
3.3 “Deferred Compensation”shall mean the amount of
compensation not yet earned,which the Participant and
the Employer mutually agree shall be deferred in
accordance with the provisions of this Plan.
3.4 “Def erred Compensation Investment Fund”shall mean the
fund to which all Deferred Compensation is credited,as
described in Sect:ion 6.2.
3.5 “Employee”shall mean any employee who is a director or
officer,or who is a permanent,full-time employee of the
County Sanitation Districts of Orange County,California.
3.6 “Employer”shall mean the County Sanitation Districts of
Orange County,California.
3.7 “Includible Compensation”(a term defined in Internal
Revenue Code section457(e)(5)and Treasury Regulation
section 1.457-2(e)(2))shall mean compensation for
services performed for the Employer which is currently
includible in gross income,but less any amounts deferred
pursuant to a plan described in Internal Revenue Code
section 457 (including but not limited to this Plan)or
Internal Revenue Code section 403 (b).The amount of
Includible Compensation shall be determined without
regard to any community property laws.
3.8 “Investment Account”shall mean a book account for the
individual Participant,as more fully described in
Section 6.3.
3.9 “Late Retirement”shall mean a termination of service
with the Employer which becomes effective after the date
on which the Participant has met the requirements to
effect a Normal Retirement.
3.10 “Normal Retirement”shall mean a termination of service
with the Employer which -becomes effective on the first
day of the calendar month after the Participant meets the
minimum age and/or service requirements,for voluntary
retirement,specified in the Retirement Plan.
3.11 “Normal Retiremeni:Age”shall mean the age at which the
Participant has met the requirements for Normal
Retirement;provided,however,that a Participant who
continues to work for the Employer after attaining Normal
2/17/94 2
APPENDIX A-i
Retirement Age may elect,for the purposes of Section 4.3
below,an alternate Normal Retirement Age,which may be
an age greater than age 70~,but which shall be a date or
age not later than either (a)any mandatory retirement
age specified by the Employer,or (b)the date or age at
which the Participant actually separates from service
with the Employer.The Participant shall make any such
election by delivering to the Employer,prior to
separation from service with the Employer,written notice
specifying the chosen alternate Normal Retirement Age.
Nothing in this Section 3.1].shall be construed to mean
that the Employer has imposed a mandatory retirement age
or that the Participant has agreed to retire at a
designated age.
3.12 “Participant”shall mean an Employee who has elected to
participate in the Plan.
3.13 “Participation Agreement”shall mean the agreement which
is executed by the Employee and filed with the Employer
in accordance with Section 4,and pursuant to which the
Employee elects to become a Participant in the Plan and
defers a portion of his income.
3.14 “Plan”shall mean the County Sanitation Districts of
Orange County,Ca:Lifornia Deferred Compensation Plan as
Amended 1994,established hereunder.
3.15 “Plan Year”shall mean the calendar year.
3.16 “Required Beginning Date”shall mean the latest date that
distributions are permitted to commence under Section
1.4.
3.17 “Retirement Plan”shall mean the retirement plan of the
Orange County Employees’Retirement System,which is
governed by the Ccunty Employees Retirement Law of 1937
(California Government Code section 31450 et seq.and is
made available to the employees of the Employer pursuant
to contract.
3.18 “Salary”shall mean the full,regular,basic salary which
would be paid by t;he Employer to or for the benefit of
the Employee (if he were nct a Participant in the Plan)
for actual services for the period that he is a
Participant.
3.19 “Termination of Service”shall mean the severance,prior
to retirement and other than by death,of the
Participant’s employment with the Employer.
2/17/94 3
APPENDIX A-i
3.20 “Unforeseeable Emergency”shall mean a 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 Internal Revenue Code section
152(a))of the Participant,loss of the Participant’s
property due to casualty,or other similar extraordinary
and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.The
circumstances that will constitute an Unforeseeable
Emergency will depend upon the facts of each case.
Examples of what are not considered to be Unforeseeable
Emergencies include the need to send a Participant’s
child to college or the desire to purchase a home.
SECTION 4:Participation in the Plan
4.1 Any Employee designated by the Employer to be eligible
may elect to become a Participant in the Plan by
executing and fi:Ling a Participation Agreement with the
Employer.An election to participate in the Plan and to
defer compensatic)n under the Plan shall become effective
with respect to compensation earned by the Participant
during the period commencing with the beginning date of
the first pay period in the month following the month in
which the Employer consents to and approves of the’
Participation Agreement.Such election to defer
compensation shall continue thereafter in full force and
effect unless and until,terminated by the Participant as
provided in either Section 4.4 or Section 11.
4.2 Each Participation Agreement shall specify the amount of
compensation,either by dollar amount or by percentage of
Salary (as adjusted for matching and non-matching funds,
if applicable),which is to be deferred pursuant to the
Plan and (except in the case of matching and non-matching
funds)to be withheld out of the Salary otherwise payable
to the Participant for each pay period.The amount
deferred each year may not exceed the lesser of:
(a)Seventy-Five Hundred Dollars ($7,500.00),reduced
by any amount excludable from the Participant’s
gross income for the taxable year under section
403(b)of the Internal Revenue Code on account of
contributions made by the Employer;or
(b)Thirty-Three and One-Third Percent (33-1/3%)of the
Participant’s Includibie Compensation,reduced by
any amount excludable from the Participant’s gross
income for the taxable year under section 403 (b)of
the Internal Revenue Code on account of
2/17/94 4
~ppEND1X A-i
contributions made by the Employer,
or be less than Three Hundred Dollars ($300.00)each
year.This three hundred dollar ($300.00)limitation
shall not be applied to any Participant who is paid less
than $1,200.00 per year for services rendered to the
Employer.
(For practical application,note that 33-1/3%of
includible Compensation is generally the equivalent of
25%of gross compensation,and that for Participants with
an annual salary of less than $30,000,the subparagraph
(b)deferral limit usually applies.)
4.3 Notwithstanding the provisions of Section 4.2 herein,
during any or all of the last three (3)taxable years
ending before a Participant attains Normal Retirement Age
(or the alternate Normal Retirement Age chosen pursuant
to Section 3.11 above),the maximum amount which may be
deferred annually shall be the lesser of:
(a)Fifteen Thousand Dollars ($15,000.00),reduced by
any amount excludable from the Participant’s gross
income for the taxable year under section 403(b)of
the Internal Revenue Code on account of
contributions made by the Employer;or
(b)The sum of:
(i)The maximum deferral amount established for
the purposes of Section 4.2 for the taxable
year (determined without regard to this
Section 4.3),plus
(ii)The maximum deferral amount established in
Section 4.2 for any prior taxable year or
years,less the amount of compensation
deferred under the Plan,for such prior
taxable year or years,pursuant to either
Section 4.2 or this Section 4.3.
A prior taxable year shall be taken into account
under subdivision (ii)only if:(a)it begins after
December 31,1978;(b)the Participant was eligible
to participate in the Plan during all or any
portion of the taxable year;and (c)compensation
deferred (if any)under the Plan during the taxable
year was subject to the maximum deferral amount
under Section 4.2 herein.A Participant will be
considered to have been eligible to participate in
2,’17/94 5
APPENDIX A-i
the Plan for a taxable year if the Participant was
an Employee for any part of that taxable year.A
prior taxable year includes a taxable year in which
the Participant was eligible to participate in an
Internal Revenue Code section 457 eligible deferred
compensation plan sponsored by an entity other than
the Employer,provided that such other entity is
located in the State of California.
4.4 A Participant may terminate his election to defer
compensation under the Plan by executing and filing with
the Employer a written notice at least thirty (30)days
prior to the effective date of termination.In the event
a Participant ceases to qualify under Section 3 hereof as
a Participant,his election to defer compensation shall
automatically terminate on the same date as he becomes
ineligible.A Participant (including a former
Participant who is again eligible to participate)may not
resume the deferral of compensation during the calendar
month in which termination occurred;however,he may
elect to resume the deferral of compensation in
subsequent calendar months after a lapse of not less than
three (3)months.No amounts shall be payable to an
Employee upon the termination of deferral of
compensation,unless otherwise provided for in either
Section 10 or Section 11.
4.5 A Participant may change the amount of compensation to be
deferred in a subsequent calendar month by executing and
filing notice with the Employer at least thirty (30)days
prior to the beginning of such month;provided,however,
that such change may be made not more than four (4)times
in a calendar year.
4.6 In applying the provisions of this Section 4,amounts
deferred shall be taken into account at present value in
the Plan Year in which deferred.
SECTION 5:Deferral of Compensation During the period of
participation,the Employer shall not pay the Participant his full
Salary,but shall defer payment of such part of his Salary as is
specified by the-Participant in the Participation Agreement,which
has been executed and filed with the Employer.
SECTION 6:Administration of the Plan
6’.1 The Employer shall have full authority and power to adopt
the rules and regulations for the administration of the
Plan,and to interpret,amend,alter and revoke any rules
and regulations so adopted.
2/17/94 6
~ppEND1X A-i
6.2 The Employer shall establish a Deferred Compensation
Investment Fund to which all Deferred Compensation shall
be credited at such times as the amounts deferred would
have been payable to the individual Employee if he were
not a Participant in the Plan.
6.3 The Employer shall maintain a book account (the
“Investment Account”)for each Participant,to which
shall be credited the Deferred Compensation of the
individual Participant.The Participant’s Investment
Account shall be credited with the earnings thereof,if
any,and shall be credited or debited,as the case may
be,with the net amount of any gains or losses which may
result from the investment of all or any portion of the
amount in the Participant’s Investment Account.The
Employer,its directors,officers and employees,shall
not be liable for any losses on any investment credited
to any Investment Account.On a quarterly basis,the
Employer shall credit the earnings and/or gains and debit
the losses on each Investment Account.Such credits and
debits shall be made,and the final quarterly balance of
the Investment Account shall be posted,as of the last
day of each quarter.
SECTION 7:Investments The Employer is not required to
invest the amounts in the Deferred Compensation Investment Fund.
However,it is the Employer’s intent to invest and reinvest such
amounts in a manner intended to increase the same,and the net
interest,accumulation and increments thereon shall be credited to,
and held in,the Deferred Compensation Investment Fund for the
benefit of the Participants,provided that such amounts remain the
unrestricted assets of the Employer,as set forth in Section 8
below.The Employer shall not be responsible for any loss due to
the investment or failure of investment of such assets;nor shall
the Employer be required to replace any loss whatsoever which may
result from said investments.
SECTION 8:Assets of County Sanitation Districts of Oranqi~
County,California All Deferred Compensation credited to the
Deferred Compensation Investment Fund,all property and rights
purchased with amounts credited to the Deferred Compensation
Investment Fund,and all income attributable to such amounts,
property,or rights,shall be and remain (until made available to
the Participant or other beneficiary)solely the property and
rights of the Employer (without being restricted to the provision
of benefits under the Plan),subject only to the claims of the
Employer’s general creditors.Without such Employer ownership,the
Plan would not qualify as an “eligible deferred compensation plan”
within the meaning of Internal Revenue Code section 457,so as to
make tax benefits available to the Participants.
2/17/94 7
APPENDIX A-i
SECTION 9:Plan Benefits Deferred Compensation benefits are
payable on the happening of any of the following events:
-~
(a)Normal R,~~ment of a.Participant;
(b)Late Retirement of a Participant;
Cc)Termination of Service of a Participant;or
(d)Death of a Participant who dies either before or after
Deferred Compensation payments commence,and before the
entire amount of his Investment Account is paid.
SECTION 10:Distribution of Benefits
10.1 Termination of Ernolovment by Retirement The Participant
is eligible to receive distributions of benefits,with
respect to retirement,after the Participant has met the
requirements for Normal Retirement and has retired from
service with the Employer.The Participant may submit to
the Employer an application for distribution of benefits
under the Plan as early as the date he notifies the
Employer of his intended retirement and as late as thirty
(30)days following the actual date of termination of
employment due to retirement.Pursuant to such
application,the Participant shall elect one of the
benefits payment options described below.Such election
shall.become irrevocable upon the lapse of the thirtieth
(30th)day following termination of employment with the
Employer due to retirement.
Following the Participant’s termination of employment due
to retirement and the receipt of such application,the
Employer shall pay to the Participant one of the
following benefits (expressed in terms of both payment
option and commencement date)as elected by the
Participant:
PAYNENT OPTION -
(a)Consecutive equal monthly payments over a period of
36 months to 180 months,as determined by the
Participant;provided,however,that any such
period may not extend beyond the life expectancy of
the Participant or the joint life and last survivor
expectancy of the Participant and the Participant’s
Category A Beneficiary.
(b)Consecutive equal monthly payments for the life of
the Participant or for the lives of the Participant
2/17/94 8
APPENDIX A-i
and his Category A Beneficiary.
Cc)A single payment equal to the balance of the
Participant’s Investment Account.
Cd)A combination of the benefits described in (a),
(b)and/or (c)above.
COZ’Q’IENCEMENT DATE OPTION -
(a)The first day of the third calendar month following
the month in which termination of employment
occurs,or
(b)The first day of a later month as designated by the
Participant.
Cc)In the case of payment option (d)above,a
combination of commencement date options (a)and
(b).
The foregoing options are limited by,and these payments
shall be made subject to,the provisions of Sections
10.3,10.5,10.6 and 10.7 hereof.
The total amount of any benefits paid pursuant to payment
options (a)through (d)above shall not exceed the sum of
the amounts deferred by the Participant,as adjusted for
any earnings or losses thereon.
Should the Participant fail to elect one of the benefits
hereunder by way of an application for retirement
benefits filed with the Employer within thirty (30)days
after retirement,the Employer shall pay the sum in the
Participant’s Investment Account according to the
“Benefit A”election previously made pursuant to either
the Participation Agreement or a modification thereof.
However,if there is no such previous election,then the
Employer shall pay the sum in the Participant’s
Investment Account according to payment option (d)above,
on the Required Beginning Date.
10.2 Termination of Employment Prior to Retirement Following
the Termination of Service of a Participant,the Employer
shall pay to the Participant the benefit elected by the
Participant pursuant to either (a)“Benefit B”of the
Participation Agreement submitted by the Participant at
the time of election to participate in the Plan or (b)a
later written election delivered to the Employer within
thirty (30)days following Termination of Service.The
2/17/94 9
APPENDIX A-i
latest such election filed with the Employer shall become
irrevocable upon the lapse of the thirtieth (30th)day
following Termination of Service.
The Participant may choose from both the payment options
and the commencement dates as set forth in Section 10.1
above.
As with regard to the benefit options expressed in
Section 10.1,the benefit options available under this
Section 10.2 are limited by,and shall be made subject
to,the provisions of Sections 10.3,10.5,10.6 and 10.7
hereof.
Should the Participant fail to elect one of the benefits
hereunder either pursuant to the “Benefit B”provisions
of the Participation Agreement or pursuant to a
subsequent written election delivered to the Employer
within thirty (30)days after Termination of Service,
then the Employer shall pay the total amount in the
Participant’s Investment Account to the Participant in a
single lump sum on the first day of the third calendar
month following the month in which Termination of Service
occurs.In no event,however,shall such payment occur
later than the Required Beginning Date.
10.3 Reauired Beginning Date of Distributions
Notwithstanding any other provision of the Plan,payments
under Sections 10.1 and 10.2 shall begin no later than
the later of:
(a)April 1 of the calendar year following the calendar
year in which the Employee attains age 70k;or
(b)April 1 of the calendar year following the calendar
year in which the Employee retires.
10.4 Acceleration of Pa~ent of Small Investment Accounts
Notwithstanding the provisions of Sections 10.1 and 10.2
above,once a Participant has separated from service with
the Employer (and is no longer able to defer compensation
under the Plan)and when the total balance in that
Participant’s Investment Account does not exceed $3,500,
the Participant shall be entitled to withdraw the entire
balance of that Investment Account as a lump sum,by
delivering to the Employer a written request for
acceleration of payment.If the conditions of the
preceding sentence are met,the Employer shall distribute
to the Participant the entire remaining balance of the
Investment Account within sixty (60)days of receipt of
2/17/94 10
APPENDIX A-i
the request.
10.5 Lifetime Distribution Requirements The distributions
under this Plan must be made primarily for the benefit of
the Participant and the schedule elected by the
Participant for payment of benefits under Sections 10.1
and 10.2 of the Plan must be such that benefits payable
to a beneficiary are not more than incidental,according
to the applicable Treasury Regulations.Payments under
those sections shall be distributed over the life of the
Participant or over the lives of the Participant and a
Category A Beneficiary (or over a period not extending
beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the
Participant and a Category A Beneficiary),in accordance
with the Treasury Regulations under Internal Revenue Code
section 401(a)(9)
In addition,as required by Internal Revenue Code section
401 (a)(9)(G),and except as otherwise provided in Section
10.7 below,all distributions shall be made in accordance
with the incidental,death benefit requirements of
Internal Revenue Code section 401(a).As more fully
described in the applicable Treasury Regulations,as
promulgated pursuant to the authority of Internal Revenue
Code section 401 (a)(9),this means that distributions
must be made in accordance with a certain formula
designed to ensure that the entire Investment Account of
the Participant is distributed over a period of time not
to exceed the joint life and last survivor expectancy of
the Participant and a Category A Beneficiary who is not
more than ten years younger than the Participant.
10.6 Death of Participant In the event of the death of the
Participant,either before or after termination of
employment (by retirement or otherwise),and before the
entire amount of his Investment Account has been
distributed,the Employer shall distribute the amount
then remaining in the Participant’s Investment Account
pursuant to Subsections 10.6.1 through 10.6.3 below.
10.6.1 When Partjcjoant Dies on or after the Required
Beginning Date and after Distributions Have Begufl
If distributions have already begun during a
Participant’s lifetime,and the Participant dies on
or after the Required Beginning Date and before the
entire amount of his Investment Account has been
distributed,then the remaining portion of the
Participant’s Investment Account shall be
distributed,as elected by the Participant,
2/17/94 1].
APPENDIX A-i
pursuant to either the “Benefit C”provisions of
the Participation Agreement or a later written
election delivered to the Employer before the death
of the Participant,unless the Participant’s
election would permit distributions to be made less
rapidly after death than under the method of
distribution being used as of the date of death.
In order to comply with Internal Revenue Code
section 40].(a)(9),distributions (under this
Subsection 10.6.1)after death must be made at
least as rapidly as under the method of
distribution being used as of the date of death.
10.6.2 When Participant Dies either before the Reauired
Beginning Date or before Distributions Have Begun
If a Participant dies either before the Required
Beginning Date or before distribution of his
Investment Account has begun,and,if any portion
of the Investment Account is payable to (or for the
benefit of)a Category A or B Beneficiary,then the
Employer shall pay such portion as follows -
CATEGORY A BENEFICIARIES
(1)if the Category A Beneficiary is other
than the surviving spouse the portion of the
Investment Account payable to such beneficiary
shall be distributed according to one of the
following options:
(a)consecutive equal monthly payments
over a period of 36 months to 60
months (but not exceeding the life
expectancy of the Category A
Beneficiary);
(b)a single lump-sum payment;or
(c)a combination of the benefits
described in (a)and (b)above.
Such distributions shall begin on the
date designated by either the Participant
or,if permitted by the Participant,the
Category A Beneficiary,but in no event
later than December 31 of the calendar
year immediately following the calendar
year in which the Participant dies.
(2)if the Catecory A Beneficiary is the
2/17/94 12
APPENDIX A-i
surviving spouse of the Participant the
portion of the Investment Account payable to
the surviving spouse shall be distributed
according to one of the followingoptions:
(a)consecutive equal monthly payments
over a period not to extend beyond
the life expectancy of the surviving
spouse;
(b)a single lump-sum payment;or
(c)a combination of the benefits
described in (a)and (b)above.
Such distributions shall begin on the
date designated by either the Participant
or,if permitted by the Participant,the
surviving spouse,but in no event later
than the later of (i)December 31 of the
calendar year immediately following the
calendar year in which the Participant
dies,and (ii)December 3].of the
calendar year in which the Participant
would have attained age 7O~.
Notwithstanding the foregoing,however,
if as of the date of the Participant’s
death,both the surviving spouse and
another are Category A Beneficiaries,
then distributions shall begin on or
before December 31 of the calendar year
immediately following the calendar year
in which the Participant dies.
CATEGORY B BENEFICIARIES
(3)if the beneficia~r is a Category B
Beneficiary which is a validly existing legal
entity (such as a charitable foundation or the
estate of the Participant),the portion of the
Investment Account payable to such beneficiary
shall be distributed as a lump sum on the
first day of the third calendar month
following the month in which the death of the
Participant occurs.
All elections (as to both payment option and
commencement date)to be made under this Subsection
10.6.2(1)(2)shall be made by the Participant
pursuant to either the “Benefit C”provisions of
2/17/94 13
APPENDiX A-i
the Participation Agreement or a later written
election delivered to the Employer before the death
of the Participant.Notwithstanding the foregoing,
however,the Participant,in the Participation
Agreement or such later written election,may
specify that,following the death of the
Participant,the Category A Beneficiary may elect,
•subject to the foregoing limitations,the form of
payments and the commencement date of
distributions.Any such beneficiary election,
however,must be in the form of an irrevocable
written election filed with the Employer no later
than ninety (90)days following the date of death
of the Participant.In the absence of any such
timely election,the portion of the Investment
Account payable to such Category A Beneficiary
shall be distributed to him in a lump sum on the
first day of the fifth calendar month following the
month in which the death of the Participant occurs.
If a Category A Beneficiary dies within six months
of the date of the Participant’s death and before
the entire portion of the Investment Account
allocated to him has been paid pursuant to this
Subsection 10.6.2,then the remainder of such
portion shall be paid to the contingent
beneficiary,if any,designated by the Participant
in either the Participation Agreement or a later
written election delivered to the Employer before
the Participant’s death.If there is no such
contingent beneficiary,or if the Category A
Beneficiary dies more than six months after the
date of the Participant’s death and before the
entire portion of the Investment Account allocated
to him has been paid pursuant to this Subsection
10.6.2,then the remainder of such portion shall be
•paid to the estate of the deceased Category A
Beneficiary.Any payment under this paragraph
shall be made in a lump sum on the first day of the
third calendar month following the month in which
the death of the Category A Beneficiary occurs.
The Participant may designate a trust as his
beneficiary under the Plan.However,in that case,
any beneficiary of the trust,who is eligible to
receive trust distributions on account of payments
•from the Plan,shall be deemed to be a Category A
Beneficiary under the Plan.(For example,if the
Participant designates as his beneficiary a trust
••of which his surviving spouse is the life
2/17/94 14
APPENDIX A-i
beneficiary,and elects lifetime payments under
option (2)(a)above,then for the purpose of this
Subsection 10.6.2,the surviving spouse shall be
deemed to be the Category A Beneficiary,and the
terms of this subsection shall be applied by basing
distributions on the life expectancy of the
surviving spouse.)Notwithstanding the foregoing,
however,a trust may only be designated as a
beneficiary (and the beneficiary of the trust will
only be deemed to be a Category A Beneficiary)if,
as of the later of the date that the Participant
submits to the Employer the election in which the
trust is named as a beneficiary or the Required
Beginning Date,and as of all subsequent periods
during which the trust is named as a beneficiary of
the Plan,all of the following conditions are met:
(1)the trust is a valid trust under state law,(2)
the trust is irrevocable,(3)the beneficiaries of
the trust can be identified from the trust
instrument,and (4)a copy of the trust instrument
has been provided to the Employer.
10.6.3 Default Provision If,upon the death of the
Participant,there exists neither a Category A
Beneficiary nor a Category B Beneficiary to receive
any portion of the Participant’s Investment
Account,then the Employer shall,on the first day
of the third calendar month following the month in
which the death of the Participant occurs,pay that
portion in a lump sum to the estate of the
Participant.
10.7 General Distribution Re~irements and Provisions
Notwithstanding any other provision of this Plan to the
contrary,all distributions under this Plan shall be made
in accordance with the provisions of this Section 10.7
and,to the extent of any inconsistency,the provisions
of this Section 10.7 shall control.
10.7.1 Calculation of Life Exzectancy For the purpose of
ascertaining the relevant distribution periods and
amounts hereunder,life expectancy,where
applicable,shall not be recalculated annually.
Rather,once life expectancy has been initially
calculated,it shall thereafter be reduced by one
year for each year that passes.
10.7.2 Additional Distribution Re~irements Any payments
payable over a period of more than one year shall
only be made in substantially non-increasing
2/~.7/94 15
APPENDIX A-i
amounts,paid not less frequently than annually.
10.7.3 Employer Discretion to Accelerate Distributions
After distributions have begun hereunder,if the
balance of the Participant’s Investment Account,or
any portion thereof payable to a beneficiary,
should equal $3500.00 or less,the Employer,in its
sole and absolute discretion,may distribute such
balance or such portion in a lump sum on the date
of the first regularly scheduled payment of the
next calendar year.If at any time the Employer
determines that the payment schedule as elected by
the Participant,or by the Category A Beneficiary,
if applicable,is such that monthly payments would
be in an amount less than $200.00,then the
Employer,in its sole and absolute discretion,may
make distributions in the amount of $200.00 per
month,until exhaustion of the Investment Account
or portion thereof in question,irrespective of the
fact that this would have the effect of shortening
the distribution period originally elected by the
Participant,or the Category A Beneficiary,if
applicable.
10.7.4 Statutory Compliance All distributions under this
Plan shall be made in accordance with the Treasury
Regulations under Internal Revenue Code section
401 (a)(9),including both the minimum distribution
requirements of Treasury Regulation section
1.401 (a)(9)-i,and,(in accordance with Internal
Revenue Code section 401(a)(9)(G))the minimum
distribution incidental benefit requirements of
Treasury Regulation section 1.401 (a)(9)-2.To the
extent that any distribution option hereunder is
inconsistent with Internal Revenue Code section
401 (a)(9),the provisions of Internal Revenue Code
section 401(a)(9)shall control and the Plan shall
be administered so as to conform with section
401(a)(9).Notwithstanding the foregoing,however,
if,pursuant to Internal Revenue Code section
457(d)(2)(B)(1)(I),Treasury Regulations (the
“Superseding Regulations”)should be issued which
require more rapid distributions than those
required by Internal Revenue Code section
401 (a)(9)(G)and the Treasury Regulations under
section 401 (a)(9)(G),then the distributions under
this Plan shall be made pursuant to such
Superseding Regulations,to the extent inconsistent
with section 401(a)(9)and the Treasury Regulations
under that section.
2/17/94 16
APPENDIX A-i
SECTION 11:Emergency Withdrawals In the event of an
Unforeseeable Emergency,to be determined by the Employer in its
sole discretion,the Employer may pay to the Participant all or any
portion of the amount in such Participant’s Investment Account,as
of the month end following the date when such determination is
made.Payment may not be made to the extent that the hardship
resulting from the Unforeseeable Emergency is or may be relieved
(a)through reimbursement or compensation by insurance or
otherwise,(b)by liquidation of the Participant’s assets,to the
extent the liquidation of such assets would not itself cause severe
financial hardship,or (c)by cessation of deferrals under the
Plan.The amount that may be paid out is limited to the amount
reasonably necessary to alleviate the Unforeseeable Emergency need
and,in most cases,will be paid only in a single lump sum.In the
event of an Unforeseeable Emergency which causes the initial lump
sum payment to be inadequate to meet the Unforeseeable Emergency
need,the Participant (or former Participant)may apply for the
payment of subsequent lump-sum amounts,up to the entire amount in
the Participant’s (or former Participant’s)Investment Account.
Any distribution under this section shall be deemed a
termination of the election to defer compensation under Section 4.4
above,and no further deferral of compensation shall be made unless
the Participant subsequently re-elects to defer compensation under
the Plan,as provided in Section 4.4.Moreover,any distribution
of 1OO’~of the Participant’s Investment Account under this section
shall be deemed a revocation of the Participant’s agreement to
participate in the Plan.The (former)Participant may re-elect to
participate in the Plan,pursuant to Section 4.1,after a lapse of
not less than three (3)months.
SECTION 12:Non-Assignability Clause Consistent with
Section 8 above,no one,including the Participant,his beneficiary
or designee,or any other person,shall have any right to commute,
sell,assign,transfer,or otherwise convey the right to receive
any payments hereunder,which payments and right thereto are
expressly declared to be non-assignable and non-transferable.The
Employer shall have no liability to either the Participant or a
purported assignee or transferee,on account of any attempted
assignment.or transfer.In addition,except to the extent
otherwise provided by law,no interest of the Participant in the
Plan shall be subject to attachment,garnishment or execution,or
be trarisferrable by operation of law,whether due to bankruptcy,
insolvency,liquidation for the benefit of creditors,or any other
cause.
Notwithstanding the foregoing,however,the amounts deferred
by a former Participant may be transferred to another Internal
Revenue Code section 457 eligible deferred compensation plan of
which the former Participant has become a participant,if the
2/17/94 17
APPENDIX A-i
following conditions are met:
(1)the plan to which the former Participant wishes to
transfer amounts deferred is located within the State of
California;
(2)the plan receiving such amounts provides for the
acceptance of such amounts;
(3)the employer accepting the transfer funds gives
written notice of its agreement to accept such transfer
and assumes liability therefor;and
(4)the Participant provides a written release to the
Employer releasing the Employer from any claim or
liability under the Plan after the date such transfer of
funds occurs.
If a Participant separates from service in order to accept
employment with another entity which permits the Participant to
participate in a section 457 eligible deferred compensation plan,
and if the four conditions enumerated above are met,payout of
benefits will not commence upon separation from service,
notwithstanding any other provision of the Plan,and amounts
previously deferred will automatically be transferred to that other
entity’s section 457 eligible deferred compensation plan,to be
credited to the Participant’s account.
SECTION 13:Notice Any notice or other communication
required or permitted under the Plan shall be in writing,and,if
directed to the Employer (ATTN:Director of Finance),shall be sent
to the Employer at its principal office,and,if directed to a
Participant or a beneficiary,shall be sent to such Participant or
beneficiary at his last-known address as it appears on the
Employer’s records.Such notice shall be deemed given when mailed,
unless notice is given in person,in which case such notice shall
be deemed given upon receipt.
SECTION 14:Amendment or Termination of Plan The Employer
may,at any time,terminate this Plan for all Participants.Upon
such termination,the Participants in the Plan shall be deemed to
have withdrawn from the Plan as of the date of such termination;
each Participant’s full Salary on a non-deferred basis will be
thereupon restored;and the Employer agrees to pay each Participant
the amount of money determined as if the Participant had terminated
his employment,said payment to be made in accordance with the
provisions of Section 10.2.
The Employer may also amend the provisions of this Plan at any
time;provided,however,that no amendment shall affect the rights
2/17/94 18
APPENDIX A-i
of the Participants or their beneficiaries to the receipt of
payment of benefits,to the extent of any compensation already
deferred at the time of the amendment,as adjusted for investment
experience prior to and subsequent to the amendment.
The Employer hereby establishes,on the terms and conditions
set.forth above,the County Sanitation Districts of Orange County,
California Deferred Compensation Plan as Amended 1994.
DIS:lw:D:lO/19/92 (L49SPN)
R:1O/21/92;R:3/5/93;R:7/20/93;R:8/31/93;R:1O/8/93;R:l/20/94;
R:2/17/94
2/17/94 19
APPENDIX A-i
RESOLUTION NO.95-80
APPROVING AMENDMENT TO DEFERRED COMPENSATION
PLAN FOR OFFICERS AND EMPLOYEES
A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF
COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,11,13,
AND 14 OF ORANGE COUNTY,CALIFORNIA,APPROVING
FIRST AMENDMENT TO DEFERRED COMPENSATION PLAN
FOR THE OFFICERS AND EMPLOYEES OF THE DISTRICTS
WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on April 13,
1994,the Districts approved and adopted the County Sanitation Districts of Orange County,
California Deferred Compensation Plan as Amended 1994 (hereinafter referred to as the
“Plan”);and,
WHEREAS,the Boards of Directors desire to amend the Plan to permit greater flexibility
in plan distribution elections,to clarify certain provisions of the Plan,and to comply with certain
recent Internal Revenue Service interpretations.
NOW,THEREFORE,the Boards of Directors of County Sanitation Districts Nos.1,2,3,
5,6,7,11,13,and 14 of Orange County,California,
DO HEREBY RESOLVE,DETERMINE AND ORDER:
Section 1 That the County Sanitation Districts of Orange County,California
Deferred Compensation Plan as Amended 1994 is hereby amended as set forth in Exhibit “A,”
attached hereto and incorporated herein by reference as though set forth herein at length,and
as so amended shall remain in effect until further amended or terminated by Resolution of the
Boards of Directors.
PASSED AND ADOPTED at a regular meeting held July 26
,
1995.
2000.00019
146431
APPENDIX A-2
FIRST AMENDMENT TO COUNTY SANITATION DISTRICTS OF ORANGE COUNTY,
CALIFORNIA DEFERRED COMPENSATION PLAN AS AMENDED 1994
WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on
April 13,1994,the Districts approved and adopted a revised deferred compensation
plan,i.e.,the County Sanitation Districts of Orange County,California Deferred
Compensation Plan as Amended 1994 (the “Plan”);
WHEREAS,the Boards of Directors desire to amend the Plan to permit greater
flexibility in plan distribution elections and to clarify certain provisions of the Plan;
THEREFORE,pursuant to Resolution No.95-~,adopted by the Boards of
Directors on July 26
,
1995 the County Sanitation Districts of Orange County,
California do hereby amend the Plan as follows:
1.Section 3.16 of the Plan is hereby deleted in its entirety and the following
language is hereby inserted in its place and stead:
“Required Beginning Date’shall mean the latest date that distributions are
permitted to commence under Section 10.3.”
2.Section 10.1 of the Plan is hereby deleted,in its entirety and the following
language is hereby inserted in its place and stead:
“10.1 Termination of EmDlovment by Retirement The Participant is eligible to
receive distributions of benefits,with respect to retirement,after the
Participant has met the requirements for Normal Retirement and has
retired from service with the Employer.The Participant may submit to the
Employer an application for distribution of benefits under the Plan as early
as the date he notifies the Employer of his intended retirement and as late
as thirty (30)days following the actual date of termination of employment
due to retirement.Pursuant to such application,the Participant shall elect
one of the benefits payment options described below.Such election shall
become irrevocable upon the lapse of the thirtieth (30th)day following
termination of employment with the Employer due to retirement.
Following the Participant’s termination of employment due to retirement
and the receipt of such application,the Employer shall pay to the
Participant one of the following benefits (expressed in terms of both
payment option and commencement date)as elected by the Participant:
PAYMENT OPTION -
(a)Consecutive equal monthly payments over a period of 36
1
EXHIBIT “A”
APPENDiX A-2
months to 180 months,as determined by the Participant;
provided,however,that any such period may not extend
beyond the life expectancy of the Participant or the joint life
and last survivor expectancy of the Participant and the
Participant’s Category A Beneficiary.(This payment option
may be satisfied through annuity distributions.)
(b)Consecutive equal monthly payments for the life of the
Participant or for the lives of the Participant and his Category
A Beneficiary.(This payment option may be satisfied
through annuity distributions.)
(C)A single payment equal to the balance of the Participant’s
Investment Account.
(d)A single Iump~sum payment in an amount to be determined
by the Participant,with the remainder of the Participant’s
Investment Account to be paid under either payment option
(a)or payment option (b)above.
COMMENCEMENT DATE OPTION
(a)The first day of the third calendar month following the month
in which termination of employment occurs,or
(b)The first day of a later month as designated by the
Participant.
In the case of payment option (d)above,the lump sum must be
paid on the same date that the first payment over time is paid.
DELAYED PAYMENT ELECTION OPTION -
The irrevocable election which must be submitted to the Employer
no later than thirty (30)days following termination of employment
with the Employer due to retirement may specify the elected
commencement date option only,deferring the election as to the
particular payment option.In such case,the Participant must later
submit an election as to the payment option.Such later election
must be submitted no later than thirty (30)days before the
previously elected commencement date and shall become
irrevocable on the date thirty (30)days before such previously
elected commencement date.Should the Participant fail to timely
submit a separate payment option election hereunder,the
2000.00019
148311 2
APPENDIX A-2
Employer shall pay the sum in the Participant’s Investment Account
to the Participant according to payment option (C)above,on the
previously elected commencement date.
The foregoing options are limited by,and these payments shall be made
subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof.
The total amount of any benefits paid pursuant to payment options (a)
through (d)above shall not exceed the sum of the amounts deferred by
the Participant,as adjusted for any earnings or losses thereon.
Should the Participant fail to elect one of the benefits hereunder by way of
an application for retirement benefits filed with the Employer within thirty
(30)days after retirement,the Employer shall pay the sum in the
Participant’s Investment Account according to the “Benefit A”election
previously made pursuant to either the Participation Agreement or a
modification thereof.However,if there is no such previous election,then
the Employer shall pay the sum in the Participant’s Investment Account
according to payment option (C)above on the Required Beginning Date.”
3.Subsection 10.6.2 of the Plan is hereby deleted in its entirety and the following
language is hereby inserted in its place and stead:
“10.6.2 When Participant Dies either before the Required Beginning Date
or before Distributions Have Begun If a Participant dies either
before the Required Beginning Date or before distribution of his
Investment Account has begun,and,if any portion of the
Investment Account is payable to (or for the benefit of)a Category
A or B Beneficiary,then the Employer shall pay such portion as
follows -
CATEGORY A BENEFICIARIES
(1)if the Category A Beneficiary is other than the
surviving spouse the portion of the Investment Account
payable to such beneficiary shall be distributed according to
one of the following options:
(a)Consecutive equal monthly payments over a
period of 36 months to 60 months (but not
exceeding the life expectancy of the Category
A Beneficiary);
(b)A single lump-sum payment;or
2000-00019
14831 1 3
APPENDIX A-2
(C)A single lump-sum payment in an amount to be
determined by the Participant,with the
remainder of the Participant’s Investment
Account to be paid under payment option (a).
Such distributions shall begin on the date designated
by either the Participant or,if permitted by the
Participant,the Category A Beneficiary,but in no
event later than December 31 of the calendar year
immediately following the calendar year in which the
Participant dies.If payment is made under payment
option (C)above,the lump sum must be paid on the
same date that the first payment over time is paid.
(2)if the Category A Beneficiary is the surviving spouse of
the Participant the portion of the Investment Account
payable to the surviving spouse shall be distributed
according to one of the following options:
(a)Consecutive equal monthly payments over a
period not to extend beyond the life expectancy
of the surviving spouse;
(b)A single lump-sum payment;or
(c)A single lump-sum payment in an amount to be
determined by the Participant,with the
remainder of the Participant’s Investment
Account to be paid under payment option (a).
Such distributions shall begin on the date designated
by either the Participant or,if permitted by the
Participant,the surviving spouse,but in no event later
than the later of (i)December 31 of the calendar year
immediately following the calendar year in which the
Participant dies,and (ii)December 31 of the calendar
year in which the Participant would have attained age
701/2 Notwithstanding the foregoing,however,if as of
the date of the Participant’s death,both the surviving
spouse and another are Category A Beneficiaries,
then distributions shall begin on or before December
31 of the calendar year immediately following the
calendar year in which the Participant dies.If
payment is made under payment option (C)above,the
2000-00019
14831 1 4
APPENDiX A-2
lump sum must be paid on the same date that the first
payment over time is paid.
CATEGORY B BENEFICIARIES
(3)if the beneficiary is a Category B Beneficiary which is a
validly existing legal entity (such as a charitable foundation
or the estate of the Participant),the portion of the Investment
Account payable to such beneficiary shall be distributed as a
lump sum on the first day of the third calendar month
following the month in which the death of the Participant
occurs..
All elections (as to both payment option and commencement date)
to be made under this Subsection 10.6.2(1 )(2)shall be made by the
Participant pursuant to either the “Benefit C”provisions of the
Participation Agreement or a later written election delivered to the
Employer before the death of the Participant.Notwithstanding the
foregoing,however,the Participant,in the Participation Agreement
or such later written election,may specify that,following the death
of the Participant,the Category A Beneficiary may elect,subject to
the foregoing limitations,the form of payments and the
commencement date of distributions.Any such beneficiary
election,however,must be in the form of an irrevocable written
election filed with the Employer no later than ninety (90)days
following the date of death of the Participant.In the absence of any
such timely election,the portion of the Investment Account payable
to such Category A Beneficiary shall be distributed to him in a lump
sum on the first day of the fifth calendar month following the month
in which the death of the Participant occurs.
If a Category A Beneficiary dies within six months of the date of the
Participant’s death and before the entire portion of the Investment
Account allocated to him has been paid pursuant to this Subsection
10.6.2,then the remainder of such portion shall be paid to the
contingent beneficiary,if any,designated by the Participant in either
the Participation Agreement or a later written election delivered to
the Employer before the Participant’s death.If there is no such
contingent beneficiary,or if the Category A Beneficiary dies more
than six months after the date of the Participant’s death and before
the entire portion of the Investment Account allocated to him has
been paid pursuant to this Subsection 10.6.2,then the remain’der of
such portion shall be paid to the estate of the deceased Category A
Beneficiary.Any payment under this paragraph shall be made in a
2000-00019
148311 5
APPENDIX A-2
lump sum on the first day of the third calendar month following the
month in which the death of the Category A Beneficiary occurs.
The Participant may designate a trust as his beneficiary under the
Plan.However,in that case,any beneficiary of the trust,who is
eligible to receive trust distributions on account of payments from
the Plan,shall be deemed to be a Category A Beneficiary under the
Plan.(For example,if the Participant designates as his beneficiary
a trust of which his surviving spouse is the life beneficiary,and
elects lifetime payments under option (2)(a)above,then for the
purpose of this Subsection 10.6.2,the surviving spouse shall be
deemed to be,the Category A Beneficiary,and the terms of this
subsection shall be applied by basing distributions on the life
expectancy of the surviving spouse.)Notwithstanding the
foregoing,however,a trust may only be designated as a beneficiary
(and the beneficiary of the trust will only be deemed to be a
Category A Beneficiary)if,as of the later of the date that the
Participant submits to the Employer the election in which the trust is
named as a beneficiary or the Required Beginning Date,and as of
all subsequent periods during which the trust is named as a
beneficiary of the Plan,all of the following conditions are met:(1)
the trust is a valid trust under state law,(2)the trust is irrevocable,
(3)the beneficiaries of the trust can be identified from the trust
instrument,and (4)a copy of the trust instrument has been
provided to the Employer.”
4.Section 12 of the Plan is hereby deleted in its entirety and the following language
is hereby inserted in its place and stead:
“12:Assignments and Transfers
12.1.Consistent with Section 8 above,no one,including the Participant,his
beneficiary or designee,or any other person,shall have any right to
commute,sell,assign,transfer,or otherwise convey the right to receive
any payments hereunder,which payments and right thereto are expressly
declared to be non-assignable and non-transferable.The Employer shall
have no liability to either the Participant or a purported assignee or
transferee,on account of any attempted assignment or transfer.In
addition,except to the extent otherwise provided by law,no interest of the
Participant in the Plan shall be subject to attachment,garnishment or
execution,or be transferrable by operation of law,whether due to
bankruptcy,insolvency,liquidation for the benefit of creditors,or any other
cause.
2000-00019
148311 6
APPENDIX A-2
12.2 Notwithstanding the foregoing,however,the amounts deferred by a former
Participant may be transferred to another Internal Revenue Code section
457 eligible deferred compensation plan of which the former Participant
has become a participant,if the following conditions are met:
(1)the plan to which the former Participant wishes to transfer
amounts deferred is located within the State of California;
(2)the plan receiving such amounts provides for the acceptance
of such amounts;
(3)the employer accepting the transfer funds gives written
notice of its agreement to accept such transfer and assumes
liability therefor;and
(4)the Participant provides a written release to the Employer
releasing the Employer from any claim or liability under the
Plan after the date such transfer of funds occurs.-
If a Participant separates from service in order to accept employment with
another entity which permits the Participant to participate in a section 457
eligible deferred compensation plan,and if the four conditions enumerated
above are met,payout of benefits will not commence upon separation
from service,notwithstanding any other provision of the Plan,and
amounts previously deferred will automatically be transferred to that other
entity’s section 457 eligible deferred compensation plan,to be credited to
the Participant’s account.
12.3 A Participant,who was formerly employed by another public agency
located within the State of California,may transfer,to the Plan,funds from
•an Internal Revenue Code section 457 eligible deferred compensation
plan maintained by that former employer,if that eligible deferred
compensation plan permits transfers to other section 457 eligible deferred
compensation plans and if the Participant complies with all applicable
terms and conditions of the transferring plan in effectuating the transfer.”
5.The Plan shall continue in full force and effect except as expressly amended
herein.
2000-00019
14831 1 7
APPENDIX A-2
STATE OF CALIFORNIA)
)SS.
COUNTY OF ORANGE
I,PENNY KYLE,Secretary of the Boards of Directors of County Sanitation
Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California,do
hereby certify that the foregoing Resolution No.95-80 was passed and adopted at
a regular meeting of said Boards on the 26th day of July,1995,by the following
vote,to wit:
AYES:George Brown,John C.Cox,Jr.,Jan Debay,Barry Denes,
Shirley Dettloff,Norman Z.Eckenrode,James M.Ferryman,
James H.Flora,Don R.Griffin,John M.Gullixson,Barry
Hammond,Victor Leipzig,Wally Linn,Mark A.Murphy,Margie
L.Rice,Thomas R.Saltarelli,Sal A.Sapien,George Scott,
Sheldon S.Singer,William G.Steiner,Peer A.Swan,Charles E.
Sylvia,Daniel T.Welch,Bob Zemel
NOES:None
ABSENT:Cecilia L.Age,Burnie Dunlap,Pat McGuigan,Glenn Parker,
Julie Sa
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official
seal of County Sanitation District No.1 on behalf of itself and Districts Nos.2,3,
5,6,7,11,13 and 14 of Orange County,California,this 26th day of July,1995.
Pe~vle,~e
Boards of Dire t rs,nty Sanitation
Districts Nos.1,2,3,5,6,7,11,13 and
14 of Orange County,California
J:~WPDOC~BS\FORMS~95\F1 2.80
APPENDIX A-2
RESOLUTION NO.98-07
APPROVING AMENDMENT TO DEFERRED COMPENSATiON
PLAN FOR OFFICERS AND EMPLOYEES
A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS
OF COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,II,
13,AND 14 OF ORANGE COUNTY,CALIFORNIA,APPROVING
SECOND AMENDMENT TO DEFERRED COMPENSATION PLAN
FOR THE OFFICERS AND EMPLOYEES OF THE DISTRICTS
WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on April 13,
1994,the Districts approved and adopted the County Sanitation Districts of Orange County,
California Deferred Compensation Plan as Amended 1994 (hereinafter referred to as the “Plan”);
and,by Resolution No.95-80,adopted by the Boards of Directors on July 26,1995,the Districts
approved and adopted the first amendment to the Plan;and,
WHEREAS,the Boards of Directors desire to amend the Plan in order to comply with
changes to the U.S.Internal Revenue Code section 457,enacted into law by the U.S.Congress
in 1996 (H.R.3448)P.L.104-188.
NOW,THEREFORE,the Boards of Directors of County Sanitation Districts Nos.1,2,3,
5,6,7,11,13,and 14 of Orange County,California,
DO HEREBY RESOLVE,DETERMINE AND ORDER:
Section 1 That the County Sanitation Districts of Orange County,California Deferred
Compensation Plan as Amended 1994 is hereby further amended as set forth in Exhibit “A,”
attached hereto and incorporated herein by reference as though set forth herein at length,and as
so amended shall remain in effect until further amended or terminated by Resolution of the
Boards of Directors.
PASSED AND ADOPTED at a regular meeting held March 25,19~8
2000.00019
48074_I
ws&s
Augu3tll,1997
APPENDIX A-3
STATE OFCAUFORNI,.)
)SS.
COUNTY OF ORANGE )
I,PENNY KYLE,Secretary of the Boards of Directors of County Sanitation
Districts Nos.1,2,3,5,6,7,II,13 and 14 of Orange County,California,do hereby
certify that the foregoing Resolution No.98-07 was passed and adopted at a regular
meeting of said Boards on the 25th day of March,1998,by the following vote,to wit:
AYES:Steve Anderson;Bruce Broadwater;George Brown;John Collins;Jan
Debay;Barry Denes;Bumie Dunlap;Norman 1 Eckenrode;James V.
Evans;James M.Ferryman;Jan Flory;Tom Harman;Mary Ann Jones;
Mark Leyes;Patsy Marshall;Pat McGuigan;Eva Minor-Bradford;Mark A.
Murphy;Thomas R.Saltarelli;Christina Shea;William G.Steiner~Dave
Sullivan;Peer A.Swan;Charles E.Sylvia;Bob Zemel
NOES:None
ABSENT:Brian Donahue;John M.Gullixson
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official
seal of County Sanitation District No.I on behalf of itself and Districts Nos.2,3,5,6,7,
11,13 and 14 of Orange County,California,this 25th day of March,1998.
Penny Kyle,S~6jetary/~
Boards of Direcrors,~giinty Sanitation
Districts Nos.1,2,3,5,6,7,11,13 and 14 of
Orange County,California
H:twp.dta~admh~BS~FORMS\1998W12.O7.doc
APPENDIX A-3
SECOND AMENDMENT TO COUNTY SANITATION DISTRICTS OF ORANGE
COUNTY,CALIFORNIA DEFERRED COMPENSATION PLAN AS AMENDED 1994
WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on
April 13,1994,the County Sanitation Districts of Orange County,California (the
“Districts”)approved and adopted a revised deferred compensation plan,known as “the
County Sanitation Districts of Orange County,California Deferred Compensation Plan
as Amended 1994”;
WHEREAS,by Resolution No.95-80,adopted by the Boards of Directors on July
26,1995,the Districts approved and adopted a first amendment to the plan (the “First
Amendment”),to permit greater flexibility in plan distribution elections and to clarify
certain provisions of the plan (the County Sanitation Districts of Orange County,
California Deferred Compensation Plan as Amended 1994,as amended by the First
Amendment,shall hereinafter be referred to as the “Plan”)~
WHEREAS,section 457 of the Internal Revenue Code has been amended to
require changes to section 457 deferred compensation plans,and the Boards of
Directors desire to further amend the Plan to comply with section 457 as amended;
THEREFORE,pursuant to Resolution No.
_____,adopted by the Boards of
Directors on
___________,1997,the Districts do hereby amend the Plan as follows:
1.Section 2 of the Plan is hereby deleted in its entirety and the following language
is hereby inserted in its place and stead:
“The primary purpose of the Plan is to attract and retain
personnel by permitting them to enter into Plan Participation Agreements
which will provide future payments in lieu of current income upon death,
disability,retirement,or other termination of employment with the
Employer.Neither the Plan,nor any provision of the Plan,shall be
construed as either an employment agreement,or a right to be retained
by the Employer.The Employer intends that the Plan satisfy the Internal
Revenue Code section 457 requirements for an “eligible deferred
compensation plan.”However,the Employer does not guarantee any tax
benefits due to participation in the Plan,and each Participant should
consult his or her own tax representative for information and advice on the
tax ramifications of participation in the Plan.”
2000-00019
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CSD Drsft No.I
August II.1997
EXHIBiT “A”
APPENDIX A-3
2.Section 3.7 of the Plan is hereby deleted in its entirety and the following
language is hereby inserted in its place and stead:
“37 “Inctudibte Compensation”(a term defined in Internal Revenue Code
section 457(e)(5)and Treasury Regulation section 1 .457-2(e)(2))shall
mean compensation for services performed for the Employer which is
currently includible in gross income.Accordingly,a Participant’s includible
compensation for a taxable year does not include any amount payable by
the Employer that is excludable from the Participant’s gross income under
Internal Revenue Code section 457(a)and Treasury Regulation section
1.457-1 (including but not limited to this Plan),Internal Revenue Code
section 403(b),or other applicable federal income tax laws.The amount
of Includible Compensation shall be determined without regard to any
community property laws.”
3.Section 3.14 of the Plan is hereby deleted in its entirety and the following
language is hereby inserted in its place and stead:
“3.14 “Plan”shall mean the County Sanitation Districts of Orange County,
California Deferred Compensation Plan as Amended 1994,as further
amended by the First and Second Amendments thereto.”
4.Sections 4.1,4.2 and 4.3 of the Plan are hereby deleted in their entireties and
the following language is hereby inserted in their places and steads:
“4.1 Any Employee designated by the Employer to be eligible may elect to
become a Participant in the Plan by executing and filing a Participation
Agreement with the Employer.An election to participate in the Plan and
to defer compensation under the Plan shall become effective with respect
to compensation earned by the Participant during the period commencing
with the beginning date of the first pay period in the month following the
month in which the Employer consents to and approves of the
Participation Agreement.Such election to defer compensation shall
continue thereafter in full force and effect unless and until terminated by
the Participant as provided in Section 4.4,Section 10.4 or Section 11.
4.2 Each Participation Agreement shall specify the amount of compensation,
either by dollar amount or by percentage of Salary (as adjusted for
matching and non-matching funds,if applicable),which is to be deferred
pursuant to the Plan and (except in the case of matching and non
matching funds)to be withheld out of the Salary otherwise payable to the
2000.00019
504981
CSDDraftNo.1 2
August 11.1997
APPENDI~A-3
Participant for each pay period.The amount deferred each year may not
exceed the lesser of:
(a)Seventy-Five Hundred Dollars ($7,500.00),or such greater amount
as the Secretary of the Treasury may establish from time to time
under Internal Revenue Code section 457 (e)(1 5)due to cost-of-
living increases,reduced (I)by any amount exôludable from the
Participant’s gross income for the taxable year under Internal
Revenue Code section 403(b)on account of contributions made by
the Employer,or (ii)as otherwise provided in Internal Revenue
Code section 457(c)(2);or
(b)Thirty-Three and One-Third Percent (33-1/3%)of the Participant’s
Includible Compensation,reduced (I)by any amount excludable
from the Participant’s gross income for the taxable year under
Internal Revenue Code section 403(b)on account of contributions
made by the Employer,or (ii)as otherwise provided in Internal
Revenue Code section 457(c)(2),
or be less than Three Hundred Dollars ($300.00)each year.This three
hundred dollar ($300.00)limitation shall not be applied to any Participant
who is paid less than $1,200.00 per year for services rendered to the
Employer.
(For practical application,note that 33-1/3%of Inctudible
Compensation is generally the equivalent of 25%of gross compensation,
and that for Participants with an annual salary of less than $30,000,the
subparagraph (b)deferral limit usually applies.)
4.3 Notwithstanding the provisions of Section 4.2 herein,during any or all of
the last three (3)taxable years ending before a Participant attains Normal
Retirement Age (or the alternate Normal Retirement Age chosen pursuant
to Section 3.11 above),the maximum amount which may be deferred
annually shall be the lesser of
(a)Fifteen Thousand Dollars ($15,000.00),reduced (I)by any amount
excludable from the Participant’s gross income for the taxable year
under Internal Revenue Code section 403(b)on account of
contributions made by the Employer,or (ii)as otherwise provided in
Internal Revenue Code section 457(c)(2);or
2000.00019
504981
CSDDraftNo.I
AugustIl.1997
APPENDIX A-3
(b)The sum of:
(i)The maximum deferral amount established for the purposes
of Section 4.2 for the taxable year (determined without
regard to this Section 4.3),plus
(ii)The maxin uthdéferral amount established in Section 4.2 for
any prior taxable year or years,less the amount of
compensation deferred under the Plan,for such prior
taxable year or years,pursuant to either Section 4.2 or this
Section 4.3.
A prior taxable year shall be taken into account under subdivision
(ii)only if:(a)it begins after December 31,1978;(b)the Participant
was eligible to participate in the Plan during all or any portion of the
taxable year~and (C)compensation deferred (if any)under the Plan
during the taxable year was subject to the maximum deferral
amount under Section 4.2 herein.A Participant will be considered
to have been eligible to participate in the Plan for a taxable year if
the Participant was an Employee for any part of that taxable year.
A prior taxable year includes a taxable year in which the Participant
was eligible to participate in an Internal Revenue Code section 457
eligible deferred compensation plan sponsored by an entity other
than the Employer,provided that such other entity is located in the
State of California.”
5.The following language is hereby added as the second sentence to Section 6.1
of the Plan:
“The actions of the Employer,with respect to the Plan and the
administration of the Plan,shall be presumed to be fair,reasonable,and
impartial,and the Employer shall be deemed to have exercised
reasonable care,diligence and prudence,unless the contrary is proven by
affirmative evidence.”
6.Sections 7 and 8 of the Plan are hereby deleted in their entireties and the
following language is hereby inserted in their places and steads:
“7:Asset Ownership Except as otherwise provided in
•
Section 8 below,all Deferred Compensation credited to the Deferred
Compensation Investment Fund,all property and rights purchased with amounts
2000-00019
50498_i
CSDDt~ftNo.i 4
August11.1997
APPENDIX A-3
credited to the Deferred Compensation Investment.Fund,and all income
attributable to such amounts,property,or rights shall be and remain (until made
available to the Participant or other beneficiary)solely the property and rights of
the Employer (without being restricted to the provision of benefits under the
Plan),subject only to the claims of the Employer’s general creditors.Without
such Employer ownership,the Plan would not qualify as an “eligible deferred
compensation plan”within the meaning of Internal Revenue Code section 457,
so as to make tax benefits available to the Participants.
SECTION 8:Declaration of Trust
8.1 Notwithstanding the provisions of Section 7,all Deferred Compensation
credited to the Deferred Compensation Investment Fund,all property and
rights purchased with amounts credited to the Deferred Compensation
Investment Fund,and all income attributable to such amounts,property,
or rights (collectively,the “Trust Estate”)shall be held,by the Employer as
trustee,in trust for the exclusive benefit of the Participants and their
beneficiaries,per the terms and conditions of Section 8.2 below.No
portion of the Trust Estate shall revert to the Employer or be used or
diverted to purposes other than the exclusive benefit of the Participants
and their beneficiaries.
8.2 The Employer,as trustee,and in accordance with applicable law:
(a)shall have the power to invest and reinvest the Trust Estate in all
assets permitted under Government Code section 53609;
(b)shalt have the power to retain in cash,without obligation for
interest,such portion of the Trust Estate as it may deem (I)
advisable to meet Plan obligations,or (ii)to be in the best interests
of the Plan;
(C)shall have the power to retain,manage,operate,administer and
otherwise deal with the Trust Estate in such manner as it deems
appropriate;
(d)shall have the power to transfer,sell,exchange,redeem and
dispose of the assets of the Trust Estate,in any manner and at any
time,by private or public sale or otherwise;
(e)shalt have the power,with respect to the assets of the Trust Estate,
2000.00019
50498_I
CSDDraftNO.1
Augustll.1997
APPENDIX A-3
to exercise all the rights of an individual owner,including,but not
limited to,the power to give proxies,to participate in any voting
trusts,mergers,consolidations or liquidations,and to exercise or
sell stock subscriptions or conversion rights;
(f)shall have the power to hold,authorize the holding of,and register
any assets of the Trust Estate in any manner permitted by law;
(g)shall have the power,in itsdiscretion,to compromise,contest
(whether through legal proceedings or otherwise),arbitrate,or
abandon claims and demands on behalf of the Trust Estate and/or
the Plan,and to commence,maintain or defend the Trust Estate
and/or the Plan in suits or legal proceedings;
(h)shall have the power to employ consultants,accountants,
depositories,agents and legal counsel on behalf of the Trust Estate
and/or the Plan;
(I)shall have the power to open,maintain and close any bank
account(s),in any federally insured financial institution permitted by
law,in the name of the Plan,the Employer or,to the extent
permitted by law,any nominee or agent of the Plan or the
Employer;
U)shall have the power to charge to,and pay from,the Trust Estate:
(i)any taxes levied or assessed upon or in respect to the assets of
the Trust Estate,(ii)any commissions and similar expenses with
respect to the assets of the Trust Estate,(iii)the reasonable
compensation of any third-party manager or administrator utilized
by the Employer in the management or administration of the Trust
Estate and/or the Plan,and (iv)the reasonable expenses of such
third-party manager or administrator or the Employer incurred in
connection with Trust Estate and/or Plan management or
administration (including,but not limited to,legal,accounting,
investment and custodial services);
(k)shall pay benefits to Plan Participants and their beneficiaries,in
cash or in kind or partly in each,in accordance with the terms
hereof;
(I)shall have the power (I)to retain any funds or property subject to
2000-00019
504981
CSDDV3ftNO.1 6
August11.1997
APPENDIX A-3
any dispute,without liability to pay interest,(ii)to decline to make
payment or delivery of the funds or property until final adjudication
of the dispute is made by a court of competent jurisdiction,and (iii)
to charge an Investment Account with the Employer’s legal
expenses and costs incurred due to a dispute concerning that
Investment Account;
(m)shall have the power to make Participant loans,as described in
Section 15;
(n)shall administer the Plan and the Trust Estate as described in
Sections 6,15 and this Section 8;
-shall have the discretion:(I)to make limited investment options
available to the Participant and to change those investment options
from time to time,(ii)to eliminate an investment option,even if all
or a portion of a Participant’s Investment Account is already
invested therein,with the result that such amount must be
reinvested in another,permitted,investment),and (iii)to invest the
amounts in a Participant’s Investment Account either as requested
by the Participant,or as otherwise determined by the Employer;
(p)shall not be required to invest the amounts in the Trust Estate;
however,it is the Employer’s intent to invest and reinvest such
amounts in a manner intended to increase the same,and the net
interest,accumulation and increments thereon shall be credited to,
and held in,the Trust Estate for the exclusive benefit of the
Participants and their beneficiaries;the Employer shall not be
responsible for any loss due to the investment or failure of
investment of such assets;nor shall the Employer be required to
replace any loss whatsoever which may result from said
investments;and
(q)shall have the power to make,execute,acknowledge and deliver
any and all instruments necessary or proper for the
accomplishment of,and to do any and all other acts that it may
deem necessary or appropriate to carry out,the foregoing powers.”
7.Sections 10.1 and 10.2 of the Plan are hereby deleted in their entireties and the
following language is hereby inserted in their places and steads:
2000-00019
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CSDDraftNo.i 7
Augu$til.1997
APPENDIX A-3
“10.1 Termination of Employment by Retirement The Participant is eligible to
receive distributions of benefits,with respect to retirement,after the
Participant has met the requirements for Normal Retirement and has
retired from service with the Employer.The Participant may submit to the
Employer an application for distribution of benefits under the Plan as early
as the date he notifies the Employer of his intended retirement and as late
as thirty (30)days following the actual date of termination of employment
due to retirement.Pursuant to such application,the Participant shall elect
one of the benefits described below,expressed in terms of both payment
option and commencement date option.Except as otherwise provided in
Subsection 10.1.3,the commencement date portion of such election shall
become irrevocable upon the lapse of the thirtieth (30th)day following
termination of employment with the Employer due to retirement.
10.1.1 Options
Following the Participant’s termination of employment due to retirement
and the receipt of such application,the Employer shall pay to the
Participant one of the following benefits (expressed in terms of both
payment option and commencement date option)as elected by the
Participant:
A.PAYMENT OPTION -
(1)Options:
(a)Consecutive equal monthly payments over a period
of 36 months to 180 months,as determined by the
Participant;provided,however,that any suôh period
may not extend beyond the life expectancy of the
Participant or the joint life and last survivor
expectancy of the Participant and the Participant’s
Category A Beneficiary.(This payment option may
be satisfied through annuity distributions.)
(b)Consecutive equal monthly payments for the life of
the Participant or for the lives of the Participant and
his Category A Beneficiary.(This payment option
may be satisfied through annuity distributions.)
(c)A single payment equal to the balance of the
2000-00019
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CSDDraftNo.1 8
August Ii.1997
APPENDIX A-3
Participanrs Investment Account.
(d)A single lump-sum payment in an amount to be
determined by the Participant,with the remainder of
the Participant’s Investment Account to be paid under
either payment option (a)or payment option (b)
above.
(2)Modified or Delayed Election:
The Participant may modify his payment option election at
any time until the date which is thirty (30)days before the
commencement date as finally determined pursuant to
Subsection 10.1.1,10.1.2,or 10.1.3,as applicable (the
“Final Commencement Date”).Or,the Participant may
choose to defer making a payment option election
altogether,until a date as late as thirty (30)days before the
Final Commencement Date.Thirty (30)days before the
Final Commencement Date,the most recent payment option
election on file With the Employer shall become irrevocable.
If there is no payment option election on file with the
Employer at that time,the Employer shall pay the sum in the
Participant’s Investment Account to the Participant
according to payment option (c)above,on the Final
Commencement Date.
B.COMMENCEMENT DATE OPTION -
(a)The first day of the third calendar month following the
month in which termination of employment occurs,or
(b)The first day of a later month as designated by the
Participant.
In the case of payment option (d)above,the lump sum must be
paid on the same date that the first payment over time is paid.
C.LIMITATIONS -
The foregoing options are limited by,and these payments shall be made
subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof.
2000.00019
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CSDDraftNO.1 9
AuQustli.1997
APPENDIX A-3
The total amount of any benefits paid pursuant to payment options (a)
through (d)above shalt not exceed the sum of the amounts deferred by
the Participant,as adjusted for any earnings or losses thereon.
10.1.2 Default Election
Should the Participant fail to elect one of the benefits hereunder by way of
an application for retirement benefits filed with the Employer within thirty
(30)days after retirement,the Employer shall pay the sum in the
Participant’s Investment Account according to the “Benefit A”election
previously made pursuant to either the Participation Agreement or a
modification thereof.However,if there is no such previous election,then
the Employer shall pay the sum in the Participant’s Investment Account
according to payment option (C)above on the Required Beginning Date.
10.1.3 One-Time Change in Commencement Date Election
Notwithstanding anything to the contrary in this Section 10.1,the
Participant may,at any time after the first day of the third calendar month
following the month in which termination of employment occurs,~at
least thirty (30)days before the scheduled commencement date,pursuant
to either Subsection 10.1.1 or the Benefit UA~election on file with the
Employer as of the date of retirement,elect to further defer the
commencement date,to a date later than that previously elected (but not
later than the Required Beginning Date).The Participant may exercise
his or her right,under this Subsection 10.1.3,to file a changed
commencement date election only once.
10.2 Termination of Employment Prior to Retirement Following the
Termination of Service of a Participant,the Employer shall pay to the
Participant the benefit elected by the Participant pursuant to either (a)
“Benefit B”of the Participation Agreement submitted by the Participant at
the time of election to participate in the Plan or (b)a later written election
delivered to the Employer within thirty (30)days following Termination of
Service.Except as otherwise provided in Subsection 10.2.3 below,the
commencement date portion of the latest such election filed with the
Employer shall become irrevocable upon the lapse of the thirtieth (30th)
day following Termination of Service.
2000-00019
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CSDDraItNO.1 10
Augu*tlI.1997
APPENDIX A-3
10.2.1 Qotions
A.PAYMENT OPTION
(1)Options:
(a)Consecutive equal monthly payments over a period
of 36 months to 180 months,as determined by the
Participant;provided,however,that any such period
may not extend beyond the life expectancy of the
Participant or the joint life and last survivor
expectancy of the Participant and the Participant’s
Category A Beneficiary.(This payment option may
be satisfied through annuity distributions.)
(b)Consecutive equal monthly payments for the life of
the Participant or for the lives of the Participant and
his Category A Beneficiary.(This payment option
may be satisfied through annuity distributions.)
(C)A single payment equal to the balance of the
Participant’s Investment Account.
(d)A single lUmp-sum payment in an amount to be
determined by the Participant,with the remainder of
the Participant’s Investment Account to be paid under
either payment option (a)or payment option (b)
above.
(2)Modified or Delayed Election:
The Participant may modify his payment option election at
any time until the date which is thirty (30)days before the
commencement date as finally determined pursuant to
Subsection 10.2.1,10.2.2,or 10.2.3,as applicable (the
“Final Commencement Date”).Or,the Participant may
choose to defer making a payment option election
attogether,until a date as late as thirty (30)days before the
Final Commencement Date.Thirty (30)days before the
Final Commencement Date,the most recent payment option
2000.00019
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APPENDiX A-3
election on file with the Employer shall become irrevocable.
If there is no payment option election on file with the
Employer at that time,the Employer shall pay the sum in the
Participant’s Investment Account to the Participant
according to payment option (c)above,on the Final
Commencement Date.
B.COMMENCEMENT DATE OPTION -
(a)The first day of the third calendar month following the
month in which termination of employment occurs,or
(b)The first day of a later month as designated by the
Participant.
In the case of payment option (d)above,the lump sum must be
paid on the same date that the first payment over time is paid.
C.LIMITATIONS -
The foregoing options are limited by,and these payments shall be made
subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof.
The total amount of any benefits paid pursuant to payment options (a)
through (d)above shall not exceed the sum of the amounts deferred by
the Participant,as adjusted for any earnings or losses thereon.
10.2.2 Default Election
Should the Participant fail to elect one of the benefits hereunder either
pursuant to the “Benefit B”provisions of the Participation Agreement or
pursuant to a subsequent written election delivered to the Employer within
thirty (30)days after Termination of Service,then the Employer shall pay
the total amount in the Participant’s Investment Account to the Participant
in a single lump sum on the first day of the third calendar month following
the month in which Termination of Service occurs.In no event,however,
shall such payment occur later than the Required Beginning Date.
10.2.3 One-Time Change in Commencement Date Election
Notwithstanding anything to the contrary in this Section 10.2,the
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August 11,1997
APPENDIX A-3
Participant may,at any time after the first day of the third calendar month
following the month in which Termination of Service occurs,~at least
thirty (30)days before the scheduled commencement date,pursuant to
either Subsection 10.2.1 or the Benefit “B”election on file with the
Employer as of the date of Termination of Service,elect to further defer
the commencement date,to a date later than that previously elected (but
not later than the Required Beginning Date).The Participant may
exercise his or her right,under this Subsection 10.2.3,to file a changed
commencement date election only once.”
8.Section 10.4 of the Plan is hereby deleted in its entirety and the following
language is hereby inserted in its place and stead:.
“10.4 Acceleration of Payment of Small Investment Accounts Notwithstanding
the provisions of Sections 10.1 and 10.2 above,a Participant may elect to
receive the full balance of his or her Investment Account at any time,but
only on the following conditions:
(a)the balance of the Investment Account does not exceed $3,500;
(b)no amount has been deferred under the Plan with respect to the
Participant during the two-year period ending on the date of the
distribution;and
(C)there has been no prior distribution to the Participant under this
Section 10.4 (i.e.,the acceleration right can be exercised only
once).
Any distribution under this Section 10.4 shall be deemed a termination of
participation in the Plan.The (former)Participant may re-elect to
participate in the Plan,pursuant to Section 4.1,after a lapse of at least
three.(3)months after the date of distribution under this Section 10.4.”
9.Subsection 10.6.2 of.the Plan is hereby deleted in its entirety and the following
language is hereby inserted in its place and stead:
“10.6.2 When Participant Dies either before the Required Beginning Date
or before Distributions Have Begun If a Participant dies either
before the Required Beginning Date or before distribution of his
Investment Account has begun,and,if any portion of the
Investment Account is payable to (or for the benefit of)a Category
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August11.1997
APPENDIX A-3
A or B Beneficiary,then the Employer shall pay such portion as
follows -
A.CATEGORY A BENEFICIARIES -
(1)Category A Beneficiary Other than Surviving Spouse
If the Category A Beneficiary is other than the surviving
spouse,the portion of the Investment Account payable to
such beneficiary shall be distributed according to one of the
following options,expressed in terms of both payment option
and commencement date option:
PAYMENT OPTION:
(a)consecutive equal monthly payments over a
period of 36 months to 60 months (but not
exceeding the life expectancy of the Category
A Beneficiary);
(b)a single lump-sum payment;or
(C)a combination of the benefits described in (a)
and (b)above.
COMMENCEMENT DATE OPTION:
Such distributions shall begin on the date designated
by either the Participant or,if permitted by the
Participant,the Category A Beneficiary,but in no
event later than December 31 of the calendar year
immediately following the calendar year in which the
Participant dies.If the Category A Beneficiary
submits a permitted benefits election,the election
must be filed with the Employer within ninety (90)
days after the Participant’s death,and the earliest
commencement date shall be the first day of the fifth
calendar month following the month in which the
death of the Participant occurred.
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APPENDIX A-3
(2)Surviving Spouse
If the Category A Beneficiary is the surviving spouse of the
Participant,the portion of the Investment Account payable to
the surviving spouse shall be distributed according to one of
the following options,expressed in terms of both payment
option and commencement date option:
PAYMENT OPTION:
(a)consecutive equal monthly payments over a
period not to extend beyond the life
expectancy of the surviving spouse;
(b)a single lump-sum payment;or
(c)a combination of the benefits described in (a)
and (b)above.
COMMENCEMENT DATE OPTION:
Such distributions shall begin on the date designated
by either the Participant or,if permitted by the
Participant,the surviving spouse,but in no event later
than the later of (I)December 31 of the calendar year
immediately following the calendar year in which the
Participant dies,and (ii)December 31 of the calendar
year in which the Participant would have attained age
70Y2.Notwithstanding the foregoing,however,if as of
the date of the Participant’s death,both the surviving
spouse and another are Category A Beneficiaries,
then distributions shall begin on or before December
31 of the calendar year immediately following the
calendar year in which the Participant dies.If the
surviving spouse submits a permitted benefits
election,the election must be filed with the Employer
within ninety (90)days after the Participant’s death,
and the earliest commencement date shall be the first
day of the fifth calendar month following the month in
which the death of the Participant occurred.
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AppENDIX A-3
(3)Elections
PARTICIPANT’S ELECTION:
All elections (as to both payment option and
commencement date)to be made under this
Subsection 10.6.2 shall be made by the Participant
pursuant to either the “Benefit C”provisions of the
Participation Agreement or a later written election
delivered to the Employer before the death of the
Participant.Notwithstanding the foregoing,however,
the Participant,in the Participation Agreement or such
later written election,may specify that,following the
death of the Participant,the Category A Beneficiary
may elect,subject to the foregoing limitations,the
form of payments and the commencement date of
distributions.
BENEFICIARY’S ELECTION:
Any permitted beneficiary election must be in the form
of a written election filed with the Employer no later
than ninety (90)days following the date of death of
the Participant.In the absence of any such timely
election,the portion of the Investment Account
payable to such Category A Beneficiary shall be
distributed to him in a lump sum on the first day of the
fifth calendar month following the month in which the
death of the Participant occurs.The commencement
date portion of the Beneficiary’s election shall become
irrevocable on the date ninety (90)days after the
Participant’s death.However,the Beneficiary may
modify his payment option election up to thirty (30)
days before the previously elected commencement
date.
(4)Death of a Category A Beneficiary
If a Category A Beneficiary dies within six months of the
date of the Participant’s death and before the entire portion
of the Investment Account allocated to him has been paid
2000.00019
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CSDDr~ftNe.1 16
August 11.1997
APPENDIX A-.3
•
pursuant to this Subsection 10.6.2,then the remainder of
such portion shall be paid to the contingent beneficiary,if
any,designated by the Participant in either the Participation
Agreement or a later written election delivered to the
Employer before the Participanrs death.If there is no such
contingent beneficiary,or if the Category A Beneficiary dies
more than six months after the date of the Participant’s
death and before the entire portion of the Investment
Account allocated to him has been paid pursuant to this
Subsection 10.6.2,then the remainder of such portion shall
be paid to the estate of the deceased Category A
Beneficiary.Any payment under this paragraph shall be
made in a lump sum on the first day of the third calendar
month following the month in which the death of the
Category A Beneficiary occurs.
B.CATEGORY B BENEFICIARIES -
If the beneficiary is a Category B Beneficiary,which is a validly
existing legal entity (such as a charitable foundation or the estate of
the Participant),the portion of the Investment Account payable to:
such beneficiary shall be distributed as a lump sum on the first day
of the third calendar month following the month in which the death
of the Participant occurs.
C.TRUST AS BENEFICIARY -
The Participant may designate a trust as his beneficiary under the
Plan.However,in that case,any beneficiary of the trust,who is
eligible to receive trust distributions on account of payments from
the Plan,shall be deemed to be a Category A Beneficiary under
the Plan.(For example,if the Participant designates as his
beneficiary a trust of which his surviving spouse is the life
beneficiary,and elects lifetime payments,then for the purpose of
this Subsection 10.6.2,the surviving spouse shall be deemed to be
the Category A Beneficiary,and the terms of this subsection shall
be applied by basing distributions on the life expectancy of the
surviving spouse.)Notwithstanding the foregoing,however,a trust
may only be designated as a beneficiary (and the beneficiary of the
trust will only be deemed to be a Category A Beneficiary)if,as of
the later of the date that the Participant submits to the Employer
2000-00019
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AuQuat Ii.1997
APPENDIX A-3
the election in which the trust is named as a beneficiary or the
Required Beginning Date,and as of all subsequent periods during
which the trust is named as a beneficiary of the Plan,all of the
foilowing conditions are met (1)the trust is a valid trust under state
law,(2)the trust is irrevocable,(3)the beneficiaries of the trust can
be identified from the trust instrument,and (4)a copy of the trust
instrument has been provided to the Employer.”
10.Subsection 10.7.3 of the Plan is hereby deleted in its entirety and the following
language is hereby inserted in its place and stead:
~0.7.3 Employer Discretion to Accelerate Distributions The Employer,in
its sole and absolute discretion,shall have the right,at any time
when subparagraphs (a)-(c)of Section 10.4 are satisfied,to
distribute the entire balance of the Participant’s Investment Account
to the Participant;In addition,after distributions have begun under
Sections 10.1,10.2 or 10.6,if the balance of the Participant’s
Investment Account,or any portion thereof payable to a
beneficiary,should equal $3500.00 or less,the Employer,in its
sole and absolute discretion and for administrative ease,may
distribute such balance or such portion in a lump sum on the date
of the first regularly scheduled payment of the next calendar year.
Moreover,at any time after distributions have begun under
Sections 10.1,10.2 or 10.6,if the Employer determines that the
payment schedule as elected by the Participant,or by the Category
A Beneficiary,if applicable,is such that monthly payments would
be in an amount less than $200.00,then the Employer,in its sole
and absolute discretion,may make distributions in the amount of
$200.00 per month,until exhaustion of the Investment Account or
portion thereof in question,irrespective of the fact that this would
have the effect of shortening the distribution period originally
elected by the Participant,or the Category A Beneficiary,if
applicable.”
11.The following language is hereby added as subsection 10.7.5 of the Plan:
~0.7.5 Cost-of-Living Adjustment of Periodic Payments The Participant or
a Category A Beneficiary,at the time of submitting a distribution
option election permitted under Section 10.1,Section 102,or
Section 10.6 of the Plan,may elect that any distributions made
pursuant to a periodic payment option may be made not in equal
2000-00019
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CSDDraftN0.1 18
Augusi 11.199?
APPENDIX A-3
amounts,but rather in increasing amounts,based on increases in
the cost-of-living.The formula for determining cost-of-living
increases shall be established by the Employer from time to time.”
12.The Plan Section 12.1 cross-reference to Section 8 is hereby changed to a
cross-reference to Section 7.
13.Section 12.3 of the Plan is hereby deleted in its entirety and the following
language is hereby inserted in its place and stead:
“12.3 A Participant,who was formerly employed by another public
agency located within the State of California,may transfer,
to the Plan,funds from an Internal Revenue Code section
457 eligible deferred compensation plan maintained by that
former employer,if that eligible deferred compensation plan
permits transfers to other section 457 eligible deferred
compensation plans and if the Participant complies with all
applicable terms and conditions of both the transferring plan
and this Plan in effectuating the transfer.As a condition to
transfer to this Plan,the Employer may require that assets
transferred from another plan be in the form of cash or cash
equivalents.”
14.The following language is hereby added as Section 15 of the Plan:
“15:ParticiDant Loans The Employer may establish a
Participant loan program on the terms and conditions set forth in this Section 15,
and any additional terms and conditions as the Employer may prescribe from
time to time.If the Employer establishes such a loan program,the Participants
may apply to the Employer for loans,to be secured by their respective
Investment Accounts.In addition to such other terms and conditions as the
Employer may prescribe,the following terms and conditions shall apply to the
Participant loans.
15.1 Maximum Loan Amount The outstanding aggregate balance of all loans
made to the Participant under the Plan shall hot exceed the lesser of:
(a)fifty thousand dollars ($50,000),reduced by the excess (if
any)of
(I)the highest outstanding balance of loans from the Plan during
2000.00019
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CSDDriftP4o1
Auguslll.1997
~ppENDIX A-3
the one-year period ending on the day before the date on which
such loan was made,over (ii)the outstanding balance of loans
from the Plan on the date on which such loan was made1 or
(b)one-half of the present value of the nonforfeitable accrued
benefit of the Participant under the Plan.
(For the purpose of determining the maximum loan amount under this Section
15.1,all deferred compensation plans of the Employer shall be treated as one
plan.)
15.2 Maximum Loan Term Except as otherwise provided in this Section 15,
each loan shall be repaid in full within five (5)years.However,the five-year
limitation shall not apply if the purpose of the loan is to enable the Participant to
acquire a dwelling unit which,within a reasonable period of time (to be
determined by the Employer at the time the loan is made),is to be used as the
Participant’s principal residence.
15.3 Promissory Note The loan shall be evidenced by an interest-bearing
promissory note,payable to the Employer.The promissory note shall be fully
amortized,with payments to be made at such intervals as provided therein,
which shall be no less frequently than quarterly.The promissory note shall
contain terms and conditions as are required by this Section 15,and such
additional terms and conditions as are established by the Employer from time to
time.
15.4 Collateral/Security The loan shall be secured by the Participant’s
assignment,to the Employer)of the Participant’s right,title and interest in and to
his or her Investment Account,or such portion thereof as the Employer,in its
sole and absolute discretion,determines to be adequate security under the
circumstances.
15.5.Distributions No distribution of any portion of a Participant’s Investment
Account shall be made to any Participant,or to any beneficiary of the Participant,
until such time as all Participant loans and accrued interest thereon are repaid in
full.Notwithstanding the foregoing,however,the Employer,in its sole discretion,
may permit an emergency withdrawal,under the terms and conditions described
in Section 11 above,provided such emergency withdrawal shall riot cause the
then outstanding balance of the Participant’s loan to exceed the maximum loan
amount described in Section 15.1 above.
2000.00019
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~ypEND1X A-3
15.6 Reoayment Loan repayments shall be made by payroll deduction,or
when repayment cannot be made by payroll deduction,then by check.
Notwithstanding any provision of Section 15.2 to the contrary,the outstanding
balance of all loans to a Participant shall immediately become due and payable
in full on Termination of Service for any reason.If the loan is not paid in full
within thirty (30)days of Termination of Service,the unpaid balance shall be
deducted from any Plan benefit payable to the Participant or the Participant’s
beneficiary.In addition,in the event of default in repayment of a loan,the
Employer,in its sole and absolute discretion,may deem the loan to be
immediately due and payable in full,in which case the Employer may pursue any
and all remedies available at law or in equity,and may liquidate the security and
apply it to satisfy the then outstanding balance under the loan,treat the then
outstanding balance as a distribution to the Participant,and reduce the amount
of the Participant’s Investment Account by such amount.
15.7 Participant Loan Account Notwithstanding any provision of Section 6.3 to
the contrary,upon delivery,to the Employer,of the executed promissory note
and assignment of interest in the Participant’s Investment Account,the Employer
shall establish a loan account for the Participant (the “Participant’s Loan
Account”),and transfer from the Participant’s Investment Account to the
Participant’s Loan Account an amount equal to the amount of the Participant’s
loan.The assets of the Participant’s Loan Account may be invested and
reinvested only in promissory notes payable to the Employer by the Participant,
or in cash.The Employer shall not be liable for any loss resulting from the
Participant’s breach of his payment obligations under such promissory note(s).
Uninvested cash balances in a Participant’s Loan Account shall not bear interest.
Repayments of principal and interest shall be transferred to the Participant’s
Investment Account and invested as provided in Sections 6 and 8.The amount
of the Participant’s Loan Account shall be reduced by the amount of each such
transfer.
15.8 Apo~ication Procedures.Loan Requirements.Terms and Conditions.an~
Accounting Procedures From time to time,the Employer shall establish loan
application procedures,loan requirements,loan terms and conditions,and loan
accounting procedures.The application procedures,loan requirements,terms
and conditions,and accounting procedures shall be uniform and non
discriminatory.From time to time,the Employer shall set an interest rate for new
loans,based on prevailing rates.Loans made at different times may be subject
to different interest rates,due to the difference in prevailing rates at the time.”
2D0000019
50498_I
CSDDraftNe.1
Augustll.1997
APPENDIX A-3
15.The P’an shall continue in full force and effect except as expressly amended
herein.
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APPENDIX A-3
.04/24/98 21:32 FAX
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
ARTICLE I.NAME AND DEFINITIONS
SectIon 1.1 Name:The name of the trust created hereby iS the ICMA Retirement Trust.
Secdon 1.2 DefinitIons:Wherever they are used herein,the following terms shall have the
following respective meanings:
(a)By-~ws.The by-laws referred to in SectIon 4.1 hereof,as amended from time
to time.
Ib)Deferred Compensation Plan.A deferred compensation plan established and
maintained by a Public Employer for the purpose of providing ratiremeAt income
and other deferred benefits to its employees in accordance with the provision
of section 457 of the Internal Revenue Code.
(c)Employasa.Those employees who participate in Qualified Plans and/or Deferred
Compensation Plans.
(d)Employer Trust.A trust created pursuant to an agreement between RC and a
Public Employer,or an agreement between RC and a Public Employer for
administrative services that is not a trust,in either case for the purpose of
Investing and administering the funds set aside by such Employer in connection
with its Deferred Compensation agreements with its employees or in
connection with its Qualified Plan.
(a)Investment Conb~sct.A non-negotiable contract entered into by the Retirement
Trust with a financial institution that provides for a fixed rate of return on
investment.
(f)ICMA.The International City/County Management Association.
(g)ICMA Trustees.Those Trustees elected by the Public Employers in accordance
with the provisions of Section 3.1 (a)hereof,who are also members or former
members of the Executive Board of ICMA.
APPENDIX B
.04/24/98 21:32 FAX 4)03
(h)RC Trustees.Those Trustees elected by the Public Employers who.in
accordance with the provisions of Section 3.1 (a)hereof,are also members or
former members of the Board of Directors of RC.
(I)lntenial Revenue Code.The Internal Revenue Code of 1986,as amended.
U)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.
(k)Portfolios.The separate commingled pools of investment established by the
investment Adviser to the Retirement Trust,under the supervision of the
Trustees,for the purpose of providing investments for the Trust Property.
(I)PubUc Employee Trustees.Those Trustees elected by the Public Employers
who,in accordance with the provision of Section 3.1(a)hereof,are full-time
employees of Public Employers.
(m)Public Employer Trustees.Public Employers who serve as trustees of the
-
QUaIified.Plans or Deferred Compensation Plans.
(n)Public Employer.A unit of state or local government,or any agency or
instrumentality thereof,that has adopted a Deferred Compensation Plan or a
Qualified Plan and has executed this Declaration of Trust.
(o)OijaIiflsd Plan.A plan that is sponsored by a Public Employer for the purpose
of providing retirement income to its employees and that satisfies the
qualification requirements of Section 4.01 of the Internal Revenue Code.
(p)Public Employer Trust.A trust that is established by a Public Employer in
connection with Its Qualified Plan and that satisfies the requirements of Section
501 of the Internal Revenue Code,or a trust established by a Public Employer
in connection with its Deferred Compensation Plan and that satisfies the
requirements of Section 457(b)of the internal Revenue Code.
(q)RC.The international City Management Association Retirement Corporation.
(r)Retirement Trust.The Trust created by this Declaration of Trust.
(s)Trust Property.The amounts held in the Retirement Trust as provided in
Section 2.3.The Trust Property shall include any inàome resulting from the
investment to the amounts so held.
—2—
APPENDIX B
04/24/98 21:32 P.41 4J04
(t)Trustees.The Public Employee Trustees.ICMA Trustees and RC Trustees
elected by the Public Employers to serve as members of the Board of Trustees
of the Retirement Trust.
ARTICLE fl.CREATiON AND PURPOSE OF THE TRUST;OWNERSHIP OF TRUST PROPERTY
SectIon 2.1 Creation:(a)The Retirement Trust was created by the execution of this
Declaration of Trust by the initial Trustees and Public Employers and is established
with respect th each participating Public Employer by adoption of this Declaration of
Trust.
-
(b)The Retirement Trust is hereby expressly made a part of the appropriate Qualified
Plan or Deferred Compensation Plan of each Public Employer that executes or has
executed this Decta ration of Trust.
SectIon 2.2 PiRpoao and Psnlclpatkin:(a)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 and Qualified Plans.The Trust Property shall be
rnvasted in the Portfolios,in Investment Contracts,and in other investments
recommended by the Investment Adviser under the supervision of the Board of
Trustees.No part of the Trust Property will be invested In securities issued by Public
Employers.
(bi Participation in the Retirement Trust is limked to (I)pension and profit-sharing
trusts which are maintained by Public Employers and that are exempt under seltion
501(a)of the Internal Revenue Code because the Qualified Plans related thereto
qualify under section 401(a)of the Internal Revenue Code and (ii)deferred
compensation plans maintained by Publâc Employers under Section 457 of the Internal
Revenue Code (and trusts maintained by such Public Employers in connection with
such 457 plans).
Section 2.3 Ownei,h~of Trust Property:(a)The Trustees shall have legal title to the Trust
Property.The Trust Property shall be held as follows:
(I)for the Public Employer Trustees for the exclusive benefit of the Employees;
or
(ii)in the case of a Deferred Compensation Plan maintained by a Public
Employer that has not established a Public Employer Trust for the plan,for the
Public Employer as beneficial owner of the plan’s assets.
(b)The portion of the corpus and income of the Retirement Trust that equitably
belongs to any Public Employer Trust may not be used for or diverted to any purpose
—3—
APPENDIX B
04/24/98 21:32 FAX
other tjin for the exclusive benefit of the Employees (or their beneficiaries)who are
entitled to benefits under such Public Employer Trust.
Ic)No employer’s Public Employer Trust may assign any part of its eQuity or interest
in the Retirement Trust,and any purported assignment of such equity or interest shall
be void.
ARTICLE UI.TRUSTEES
Section 3.1 Number and QuaHfication 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 or former members of the
Executive Board of 1CMA.and two persons who,at the time of election.are members
or former members of the Board of Directors of RC.One of the ICMA Trustees and
one of the RC Trustees shall,at the time of election,be full-time employees of Public
Employers.
(b)No person may serve as a Trustee for more than two terms in any ten-year period.
Section 3.2 ElectIon end Term:(a)Except for the Trustees appointed to fill vacancies
pursuant to Section 3.5 hereof,the Trustees shall be elected by a vote of a majority
of the voting Public Employers in accordance with the procedures set forth In the
By-Laws.
(b)At the first election of Trustees,three Trustees shall be elected for a term of three
years,three Trustees shall be elected for a term of two years and three Trustees shall
be elected for a term of one year.At each subsequent election,three Trustees shall
be elected,each to serve for a term of three years and until his or hat 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 Trustee in
accordance with the procedures set forth in the By-Laws.
Section 3.4 Resignation and Removal:(a)Any Trustee may resign as Trustee (without need
for prior or subsequent accounting)by an instrument in writing signed by the Trustee
and delivered to the other Trustees and such resignation 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.
—4—
APPENDIX B
04/24/98 21:32 FAX t~j06
(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 office of a Trustee shall terminate and a vacancy shall
occur in the event of his or her death,resignation,removal,adjudicated incompetence
or other incapacity to perform the duties of the office of a Trustee.In the case of a
vacancy,the remaining Trustees shall appoint such person as they in their discretion
shall see fit (subject to the limitations set forth in this Section),to serve for the
unexpired portion of the term of the Trustee who has resigned or otherwise ceased
to be a Trustee.The appointment shall be made by a written instrument signed by a
mejority of the Trustees.The person appointed must be the same type of Trustee
(I.e.,Public Employee Trustee.ICMA Trustee or RC Trustee)as the person who has
ceased to be a Trustee.An appointment of a Trustee may be made in anticipation of
a vacancy to occur at a later date by reason of retirement or resignation.provided.~
that such appointment shall not become effective prior to such retirement or
resignation.Whenever a vacancy shall occur,until such vacancy is filled as provided
in this Section 3.5.the Trustees In office,regardless of their number,shall have alt
the powers granted to the Trustees and shall discharge all the duties imposed upon
The Trustees by this Declaration.A written instrument certifying the existence of a
vacancy signed by a majority of the Trustees shall be conclusive evidence of the
existence of such vacancy.
Section 3.6 Trustees Serve ii Representative Capacity:By executing this Declaration,each
Public Employer agrees that the Public Employee Trustees elected by the Public
Employers are author2ed to act as agents and representatives of the Public Employers
collectively.
ARI1CIE 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 shalt include,but shall npt be
limited to,the power to:
(a)receive the Trust Property from the Public Employers,Public Employer Trustees
or the v’ustee or administrator under 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
Investment Contracts In which the Trust Property may be invested,selection
of the 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;
—5—
APPENDIX B
•
04/24/98 21:32 FAX 4j07
Ic)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 Investment
Contracts and in any other investment recommended by the Investment
Mviser,but not including securities issued by Public Employers,provided that
if a Public Employer has directed that Its monies be invested in one or more
specified Portfolios or In an Investment Contract,the Trustees of the
Retirement Trust shall invest such monies in accordance with such directions;
(a)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;
(g)couse 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 pnvileges.subscription rights,or other options,and make any
payments Incidental thereto;oppose,or consent to,or otherwise paiticipate in,
corporate reorganizations or to other changes affecting corporate securities,
and delegate discretionary powers and pay any assessments or charges in
connection therewith;end 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;
U)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;
—6—
APPENDiX B
04/24/98 21:32 FA.L
1k)borrow or raise money for the purposes of the Retirement Trust in such
amount,and upon such terms and conditions,as the Trustees shall deem
advisable,provided that the aggregate amount of such borrowings shall not
exceed 30%of the v3lué of the Trust Property.No person lending money to
the Trustees shall be bound to see the application of the money lent or to
inquire into its validity,expediency or propriety or any such borrowing;
(1)incur reasonable expenses as required for the operation of the Retirement Trust
and deduct such expenses from of the Trust Property;
(m)pay expenses properly allocable to the Trust Property incurred in connection
with the Deferred Compensation Plans,Qualified Plans,or the Employer Trusts
and deduct such expenses from that portion of the Trust Property to which
such expenses are properly allocable;
(n)pay out of the Trust Property all real and personal property tax~,income taxes
and other taxes of any and all kinds which,in the opinion of the Trustees,are
property 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;
(0)adopt,amend and repeal the By-Jaws,provided that such By-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
or a Qualified Plan under Section 401 of the Internal Revenue Code;
(q)issue the Annual Report of the Retirement Trust,and the disclosure documents
and other literature used by the Retirement Trust;
(r)in addition to conducting the investment program authorized in Section 4.1(d),
make loans,including the purchase of debt 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
lb),(c)and (0)of this Section 4.1 and may not delegate any powers if such
delegation would violate their fiduciary duties;
(t)provide for the indemnification of the Officers and Trustees of the Retirement
Trust and purchase fiduciary insurance;
(u)maintain books and records,including separate accounts for each Public
Employer.Public Employer Trustee or Employer Trust and such additional
—7-.
APPENDIX B
a
04/24/98 21:32 FAX
separate accounts as are required under,and consistent with,the Deferred
Compensation or Qualified Plan of each Public Employer;and
lv)do all such acts,take all such proceedings,and exercise all such rights and
privileges,although not specifically mentioned herein,as the Trustees may
deem necessary or appropriate to administer the Trust Property and to carry
out the purposes of the Retirement Trust.
Section 4.2 Dlsubuthn of Trust Property:Distributions of the Trust property shall be made
to,or on behalf of,the Public Employer or Public Employer Trustee,in accordance
with the terms of the Deferred Compensation Plans,Qualified Plans or Employer
Trusts.The Trustees of the Retirement Trust shall be fully protected in making
payments In accordance with the directions of the Public Employers,Public Employer
Trustees or trustees or administrators of any Employer Trust without ascertaining
whether such payments are in compliance with the provisions of the applicable
Deferred Compensation or Qualified Plan or Employer Trust
Section 4.3 Ez.~i1lon of Instruments:The Trustees may unanimously designate any one or
more of the Trustees to execute any instrument or document on behalf of all,
I~cluding 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 UABIUTV OF TRUSTEES
Section 5.1 Duty of Care:In exercising the powers her&nbefora granted to the Trustees,the
Trustees shall perform all acts within their authority for the exclusive purpose of
providing benefits for the Public Employers in connection with non-trusteed Deferred
Compensation Plans and for the Public Employer Trustees,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
faitii 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 sub-investment
adviser,accountant,appraiser or other expert or consultant 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.
—8—
APPENDIX B
Section 5.3 Bond:No Trustee shall be obligated to give any bond or other security for the
performance of any of his or her duties hereunder.
ARTICLE VI.ANNUAL REPORT TO SHAREHOLDERS
The Trustees shall annually submit to the Public Employers and Public Employer
Trustees a written report of the transactions of the Retirement Trust.Including financial
statements which shaH be certified by independent public accountants chosen by the
Trustees.
ARTIcLE VII.DURATiON OR AMENDMENT OF RETiREMENT TRUST
sectIon 7.1 Withdrawal:A Public Employer or Public Employer Trustee may,at any time,
withdraw from This Retirement Trust by delivering to the Board of Trustees a written
sta~ment of withdrawal.In such st4tement,the Public Employer or Public Employer
TrUstee shall acknowledge that the Trust Property allocable to the Public Employer
is derived from compensation deferred by employees of such Public Employer
pursuant to its Deferred Compensation Plan or from contributions to the accounts of
Employees pursuant to a Qualified Plan,and shall designate the financial institution
•
tà which such property shall be transferred by the Trustees of the Retirement Trust
or by the trustee or administrator under an Employer Trust.
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.Public Employer Trustees or
the trustees or administrators 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:(i)a majority
of the Trustees so direct,or;(ii)a petition requesting a vote signed by not less than
25 percent of the Public Employers,is 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 Columbia.
Section 8.2 Counterparts:This Declaration may be executed by the Public Employers and
Trustees in two or mote counterparts,each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
—9
APPENDiX B
ADMINISTRATIVE SERVICES AGREEMENT
Type:457
Account Number:4675
2080-222 WS&S “Clean”Draft No.3
63741_I June 2,1998
APPENDIX C
Plan #4675
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement,made as of the day of ,1998,(herein
referred to as the inception Date”),between The International City Management
Association Retirement Corporation (“RC”),a nonprofit corporation organized and existing
under the laws of the State of Delaware;and County Sanitation District No.I of Orange
County,California,for itself and on behalf of County Sanitation Districts Nos.2,3,5,6,7,
11,13 and 14 of Orange County,California (“Employer”),county sanitation districts
organized and existing under the laws of the State of California,in their capacities as
trustees of the Employer-sponsored Internal Revenue Code Section 457 deferred
compensation plan,as amended from time to time,and having an office at 10844 Ellis
Avenue,Fountain Valley,California 92708-7018.
Recitals
Employer acts as a public plan sponsor for a retirement plan (“Plan”)with
responsibility to obtain investment alternatives and services for employees participating in
that Plan;
The ICMA Retirement Trust (the “Trust”)is a common law trust governed by an
elected Board of Trustees for the commingled investment of retirement funds held by state
and local governmental units for their employees;
RC acts as investment adviser to the Trust;RC has designed,and the Trust offers,
a series of separate funds (the “Funds”)for the investment of plan assets as referenced
in the Trust’s principal disclosure document,“Making Sound Investment Decisions:A
Retirement Investment Guide.”The Funds are available only to public employers and only
through the Trust and RC.
In addition to serving as investment adviser to the Trust,RC provides a complete
offering of services to public employers for the operation of employee retirement plans
including,but not limited to,communications concerning investment alternatives,account
maintenance,account record-keeping,investment and tax reporting,form processing,
benefit disbursement and asset management.
2080-rn WS&S “Cican”Draft No.3
63741_I 1 June2,1998
APPENDIX C
Plan #4675
Agreements
1.Appointment of RC
Employer hereby designates RC as Administrator of the Plan to perform all non-
discretionary functions necessary for the administration of the Plan with respect to assets
in the Plan deposited with the Trust.The functions to be performed by RC include:
(a)allocation in accordance with participant direction of individual accounts to
investment Funds offered by the Trust;
(b)maintenance of individual accounts for participants reflecting amounts
deferred,income;gain,or loss credited,and amounts disbursed as benefits;
•(c)provision of periodic reports to the Employer and participants of the status
•of Plan investments and individual accounts;
(d)communication to participants of information regarding their rights and
elections under the Plan;
(e)disbursement of benefits as agent for the Employer in accordance with terms
of the Plan;and
(f)withholding and reporting of income taxes on withdrawals and/or distributions,
as follows:
(i)RC shall use standard payroll withholding tables for disbursements,at a
rate selected by the Plan participant;(ii)RC shall use its standard 457
Withdrawal Packet,which includes a W-4 form,where the Plan participant
designates mamed/single/head of household and the number of allowances
to.use;(iii)the Plan participant shall be permitted to request the withholding
of additionaltax amounts as desired;(iv)retired Plan participants shall be
permitted to change the tax withholding on their distributions at any time;(v)
RC shall withhold state income taxes if the retired Plan participant provides
an applicable state withholding form;(vi)RC shall issue a W-2 form,
reflecting any taxes withheld,with respect to any disbursements to Plan
participants,including but not limited to emergency withdrawals.
RC acknowledges that,from time to time,the Employer may choose to utilize
the services of more than one Plan administrator,each administrator to provide
administrative services with respect to the Plan assets delivered to it (or,in the case of RC,
delivered to the Trust).In •order that the Employer may ensure that withdrawals,
2080-rn WS&S “Clean”Draft No.3
63741_I 2 June2,1998
APPENDIX C
Plan #4675
distributions and transfers are made in compliance with applicable tax laws,RC agrees
that:(i)it shall not,without the prior written àonsent of the Employer,(A)transfer a Plan
participant’s account to another administrator of the Plan or to a deferred compensation
plan not established and maintained by the Employer,(B)permit any withdrawal or make
any distribution (whether emergency withdrawal,withdrawal of small account,or
distribution on death,retirement or other termination of service,or otherwise)from a Plan
participant’s account,or (C)make any loans from a Plan participant’s account,and (ii)it
shall provide the Employer with duplicate copies of all notices,accountings and reports
given to the individual Plan participants pertaining to the status of their individual accounts,
including,but not limited to,those pertaining to deferrals,deposits,investments,fund
allocation,gains,losses,balances,withdrawals,distributions,transfers,and withholding
of income taxes.
2.Adoption of Trust
•Employer has adopted the Declaration of Trust of the ICMA Retirement Trust and
agrees to the commingled investment of assets of the Plan within the Trust.Employer
agrees that operation of the Plan and investment,management and disbursement of
amounts deposited in the Trust shall be subject to the Declaration of Trust,as it may be
amended from time to time and shall also be subject to terms and conditions set forth in
disclosure documents (such as the Retirement Investment Guide or Employer Bulletins)
as those terms and conditions may be adjusted from time to time.It is understood that the
term U Employer Trusf as it is used in the Declaration of Trust shall mean this
Administrative Services Agreement.
3.Employer Duty to Furnish Information
Employer agrees to furnish to RC on a timely basis such information as is necessary
for RC to carry out its responsibilities as Administrator of the Plan,including information
needed to allocate individual participant accounts to Funds in the Trust,and information
as to the.employment status of participants,and participant ages,addresses and other
identifying information (including tax identification numbers).RC shall be entitled to rely
upon the accuracy of any information that is furnished to it by a responsible official of the
Employer,or any information relating to an individual participant or beneficiary that is
furnished by such participant or beneficiary,and RC shall not be responsible for any error
arising from its reliance on such information.RC will provide account information in
reports,statements or accountings.All account discrepancies must be reported to RC
within 120 days of the close of the quarter in which the discrepancy occurs.After that time
•the report,statement,or accounting shall be deemed to have been accepted by the
Employer and the participants.
2080-222 WS&S “C1cai~”Draft No.3
63741 1 3 JuncZ1~8
APPENDiX C
Plan #4675
4.Certain Representations.Warranties.and Covenants
RC represents and warrants to Employer that
(a)RC isa non-profit corporation with fufi power and authority to enter into this
Agreement and to perform its obligations under this Agreement.The ability of RC to serve
as investment adviser to the Trust is dependent upon the continued willingness of the Trust
for RC to serve in that capacity.
(b)RC is an investment adviser registered as such with the Securities and
Exchange Commission under the Investment Advisers Act of 1940,as amended.ICMA
RC Services,Inc.(a wholly owned subsidiary of RC)is registered as a broker-dealer with
the Securities and Exchange Commission (SEC)and is a member in good standing of the
National Association of Securities Dealers,Inc.
RC covenants with employer that:
(c)RC shall maintain and administer the Plan in compliance with the
requirements for eligible deferred compensation plans under Section 457 of the Internal
Revenue Code;provided,however,RC shall not be responsible for the eligible status of
the Plan in the event that the Employer directs RC to administer the Plan or disburse
assets in a manner inconsistent with the requirements of Section 457 or otherwise causes
the Plan not to be carried out in accordance with its terms;provided,further,that if the plan
document used by the Employer contains terms that differ from the terms of RC’s
standardized plan document,RC shall not be responsible for the eligible status of the Plan
to the extent affected by the differing terms.in the Employer’s plan document.
Employer represents and warrants to RC that:
(d)Employer is organized in the form and manner recited in the opening
paragraph of this ‘Agreement with full power and authority to enter into and perform its
obligations under this Agreement and to act for the Plan and participants in the manner
contemplated in this Agreement.Execution,delivery,and performance of this Agreement
will not conflict with any law,rule,regulation or contract by which the Employer is bound
or to which it is a party.
5.Participation in Certain Proceedings
The employer hereby authorizes RC to act as agent,to appear on its behalf,and
to join the Employer as a,necessary party in all legal proceedings involving the garnishment
of benefits or the transfer of benefits pursuant to the divorce or separation of participants
in the Employer Plan.Unless.Employer notifies RC otherwise,Employer consents to the
2080.222 WS&S “acan”Draft No.3
63741 1 .
4 June2,1998
APPENDIX C
Plan #4675
disbursement by RC of benefits that have been garnished or transferred to a former
spouse,spouse or child pursuant to a domestic relations order.
6.Compensation and Payment
(a)Plan Administration Fee.The amount to be paid for plan administration
services under this Agreement shall be 0.75%per annum of the amount of Plan assets
invested in the Trust.Such fee shall be computed based on average daily net Plan assets
in the Trust.
(b)Account Maintenance Fee.There shall be an annual account maintenance
fee of $18.00 (i.e.,$18.00 per Plan participant with respect to whom assets are deposited
with the Trust).The account maintenance fee is payable in full on January 1 of each year
on each account in existence on that date.For accounts established after January 1,the
fee is payable on the first day of the calendar quarter following establishment and is
prorated by reference to the number of calendar quarters remaining on the day of payment.
(C)Compensation for Management Services to the Trust.Employer
acknowledges that in addition to amounts payable under this Agreement,RC receives fees
from the Trust for investment management services furnished to the Trust,except that this
fee is not assessed in the Mutual Fund Series.
(d)Mutual Fund Services Fee.There is an annual charge of 0.25%of assets
under management that are held in the Trust’s Mutual Fund Series.
(e)Model Portfolio Fund Fee.There is an annual charge of 0.10%of assets
under management that are held in the Trust’s Model Portfolio Funds.
(f)Payment Procedures.All payments to RC pursuant to this Section 6 shall
be paid out of the Plan Assets held by the Trust and shall be paid by the Trust.The
amount of Plan Assets held in the Trust shall be adjusted by the Trust as required to reflect
such payments.
7.Custody
Employer understands that amounts invested in the Trust are to be remitted directly
to the Trust in accordance with instructions provided to Employer by RC and are not to be
remitted to RC.In the event that any check or wire transfer is incorrectly labeled or
•transferred to RC,RC will return it to Employer with proper instructions.
2080-222 WS&S “Clean”DeaftNo.3
63741_I 5 June2,1998
APPENDIX C
Plan 4675
8.Responsibility
RC shall not be responsible for any acts or omissions of any person other than RC
in connection with the administration or operation of the Plan.
9.Term
This Agreement may be terminated without penalty by either party on sixty days
advance notice in writing to the other.
10.Amendments and Adjustments
(a)This Agreement may not be amended except by written instrument signed
by the parties.
(b)The parties agree that compensation for services under this Agreement and
administrative and operational arrangements maybe adjusted as follows:
RC may propose an adjustment by written notice to the Employer given at
least 60 days before the effective date of the adjustment and the notice may appear in
disclosure documents such as Employer Bulletins and the Retirement Investment Guide.
Such adjustment shall become effective unless,within the 60 day period before the
effective date the Employer notifies RC in writing that it does not accept such adjustment,
in which event the parties will negotiate with respect to the adjustment.
(c)No failure to exercise and no delay in exercising any right,remedy,power or
privilege hereunder shall operate as a waiver of such right,remedy,power or privilege.
11.NotIces
All notices required to be delivered under Section 10 of this Agreement shall be
delivered personally or by registered or certified mail,postage prepaid,return receipt
requested,to (i)Legal Department,ICMA Retirement Corporation,777 North Capitol
Street,N.E.,Suite 600,Washington,D.C.20002-4240;(ii)Employer,Attention:Board
Secretary,,at the office set forth in the first paragraph hereof,or to any other address
designated by the party to receive the same by written notice similarly given.
12.Complete Agreement
This Agreement shall~constitute the sole agreement between RC and Employer
relating to the object of this Agreement and correctly sets forth the complete rights,duties
and obligations of each party to the other as of its date.Any prior agreements,promises,
2080-rn WS&S “Cican”Draft No.3
63741_I 6 Junc2,1998
APPENDIX C
Plan #4675
negotiations or representations,verbal or otherwise,not expressly set forth in this
Agreement are of no force and effect.
13.Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California applicable to contracts made in that jurisdiction without reference
to its conflicts of laws provisions.
14.Employer Consolidation
Employer consists of nine county sanitation districts organized pursuant to the
County Sanitation District Act (California Health &Safety Code Section 4700 ~t ~a.).
These districts are governmental agencies that have existed for nearly 50 years and have,
during that time,operated,for most purposes,as a single entity under the provisions of a
Joint Administrative Organization Agreement By action of the Boards of Directors of the
nine districts,pursuant to specific legislation enacted by the California State Legislature in
1996,an application was submitted to°the Orange County Local Agency Formation
Commission to legally consolidate the nine existing districts into one single sanitation
district for all purposes.The application has been approved,with an effective date of July
1,1998.As of that date.County Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of
Orange County,California will cease to exist,and a single consolidated county sanitation
district,known as the uOrange County Sanitation District,”shall come into existence.
Pursuant to California Government Code Section 57500,as of the effective date of
the consolidation,the consolidated district succeeds to all of the powers,rights,duties,
obligations,functions,and properties of all predecessor districts which have been united
2080222 WS&S “a~Draft No.3
63741_I 7 JuneZ1~8
APPENDiX C
I
Plan #4675
or joined into the consolidated district.The parties hereto agree that,as of July 1,1998,
this Agreement shall be between RC and the Orange County Sanitation District,without
the need for any amendment,modification or assignment of this Agreement,and without
the need for further notice.
In Witness Whereof,the parties hereto have executed this Agreement as of the
Inception Date first above written.
COUNTY SANITA11ON DISTRICT NO.I
OF ORANGE COUNTY,CALIFORNIA,
for itself.and on behalf of County
Sanitation Districts Nos.2,3,5,6,7,II,
13 and 14 of Orange County,California,
in their capacities as trustees
.J,.
•Donald F.Mcintyre/Date
General Manager
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT
CORPORATION,a Delaware nonprofit
corporation
by:
Stephen Wm.Nordholt/Date
•
•
Corporate Secretary
2080-222 WS&S “Clean”Draft No.3
63741_I S june 2,1998
APPENDIX C