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R-73-226• • RESOLUTIONS N °_ 3 31 RESOLUTION OF THE CITY OF CLERMONT, FLORIDA RESOLUTION NO. 226 In the Matter of: ESTABLISHING A DEFERRED COMPENSATION PLAN FOR Robert M. Hopkins (City Manager) I, Dolores W. Carroll, City Clerk of the City of Clermont, Florida, do hereby certify that the following resolution, proposed by Councilmember , and seconded by Councilmember (~I.,,,.~,A.~ ~ , was duly passed and adopted by the Council of the City of Clermont at a regular meeting thereof assembled this 9th day of October, 1973, by the following vote: AYES : ~ ~ .,~2w, ~e~~ ~ `~f' ~~~ NAYES : ~~t.Q~ ABSENT : ' Cy/cQ' (SEAL) Clerk of the-' City of Clermont WHEREAS, the City has in its employ Robert M. Hopkins in the position of City Manager; WHEREAS, Robert M. Hopkins is and will be rendering valuable services to the City; WHEREAS, the City has considered the establishment of a Deferred Compensation Plan for the City Manager, Robert M. Hopkins, made available to the City and to the City Manager by the International City Management Association Retirement Corporation: WHEREAS, certain income tax benefits accrue to the City Manager through participation in the said plan; and WHEREAS, the City recognizes that the tax advantages of the said plan to the City Manager constitutes a benefit to the City by allowing the City to offer an additional "fringe benefit" in recruiting and retaining qualified personnel in its employment at no cost or charge to the City. NOW, THEREFORE, it is RESOLVED, that the City establish the said Deferred Compensation plan for the City Manager, Robert M. Hopkins, and, for this purpose, agrees to the following: f • RESOLUTIONS N _° 3 3 2 1. The Trust Agreement with the International City Management Association Retirement Corporation, attached hereto as Appendix A; and 2. The Deferred Compensation Employment Agreement, attached hereto as Appendix B. ADOPTED THIS 9 ~ day of__~~~o~,~ 1973 by the City Council of the City of Clermont, Florida C~ `~ , ~ ~ Chairman of the City Ca[incil ATTEST: r ~~~~~.~.~~ City Clerk ~~Ina~s ~Iland 3H1 NI SIbfNOISS3~O~ld l~O~ Nb~ld 1N3W3a113a NOI1~dSN3dW00 43a>d3d3a d SUGGESTED RESOLUTION FOR A LEGJSLATIVE BODY TO ESTABLISH THE PLAN The following suggested resolution may be used as a guide for the action of a city or county council in implementing the plan. Other types of Jurisdictions or agencies may find it necessary to alter the form. Note that it provides for execution of the Master Trust Agreement and authorizes a designated official to sign any deferred compensation agreements which are established in the future. RESOLUTION OF THE (CITY OF, COUNTY OF, etc.) No. In the Matter of: ESTABLISHING A DEFERRED COMPENSATION PLAN FOR CERTAIN EMPLOYEES I, ,Clerk of the (City, County, etc.) of do hereby certify that the following resolution, proposed by (Council Member, Trustee, etc.) , and seconded by (Council Member, Trustee, etc.) ,was duly passed and adopted by the (Council, Board, etc.) of the (City, County, etc.) at a regular meeting thereof assembled this day o} 19 by the following vote: AYES: NAYS: ABSENT: (SEAL) Clerk of the (City, County, etc.) WHEREAS, the (City, County, etc.) has in its employ certain administrative, professional, and technical personnel; and WHEREAS, said employees are and will be rendering valuable services to the (City, County, etc.); and WHEREAS, the (City, County, etc.) has considered the establishment of a Deferred Compensation Plan for the said employees made available to the (City, County, etc.) and to said employees by the International City Management Association Retirement Corporation; and WHEREAS, said employees often are unable to acquire retirement security under other existing and available retirement plans due to the contingencies of employment mobility; end WHEREAS, the (City, County, etc.) receives benefits under said plans by being able to assure reasonable retirement security to said employees, by being more able to attract competent personnel to its service, and by increasing its flexibility in personnel management through elimination of the need for continued employment for the sole purpose of allowing an employee to qualify for retirement benefits. NOW, THEREFORE, BE IT RESOLVED that the (City, County, etc.) establish said Deferred Compensation Plan for said employees end hereby authorizes its (Mayor, Chairman etc.) to execute the Master Trust Agreement with the International City Management Association Retirement A ppendix A; and Corporation, attached hereto as IT IS FURTHER RESOLVED that the (City Manager, Treasurer, etc.) may, on behalf of the (City, County, etc.) execute all Deferred Compensation Employment Agreements with said employees and other eligible officials and officers, which are necessary for said persons participation in the plan, an example of which appears at Appendix B, except that any Deferred Compensation Employment Agreement for said designated official shall be executed by the (Mayor, Chairman, etc.). MATERIALS TO IMPLEMENT THE PLAN ~~'~ ~'l~ ~' ~ ~~ f ~.. .j ~: ~~;; Yi P` ~' ` -~_ .~ ~` t '~ Instructions The enclosed pages contain all of the forms necessary to implement the Deferred Compensation Plan. The pro- cedures are not difficult but the instructions should be carefully adhered to so that an account may be immedi- ately established upon receipt of the agreements by the Retirement Corporation. The materials which must be forwarded to the Retirement Corporation are: 1. Two executed copies of the Deferred Compensation Employment Agreement. 2. Four copies of the Master Trust Agreement signed by an appropriate official of the employer. 3. One copy of the Employer-Employee Information Form. 4. One copy of the resolution, ordnance, legislation, or other authority which authorizes the employer to enter into the Master Trust Agreement and the Deferred Compensation Employment Agreements. One copy of each agreement and of the Employer- Employee Information Form is provided herein. A sug- gested resolution for a city or county council appears on the back of this page. The suggested resolution may not be appropriate for use by special districts, state agencies, or public service organizations although the information contained therein may be helpful in preparing whatever documents may be necessary to establish this authority. `empletion of the Deferred Compensation Employment Agreement The Deferred Compensation Employment Agreement es- tablishes the amount of compensation which is to be deferred by the employer and placed into trust until the employee's retirement. Several blanks in its preamble must be filled in. These are self-explanatory. However, in Paragraph 1, which is entitled "Deferred Compensation," care should be taken. It is important that deferred com- pensation be properly stated so that it is not shown on the records of the employer as taxable income paid to the employee. The following illustrates how Paragraph 1 can be com- pleted in the case where an employee presently receives $15,000 in base pay, and the employer agrees to add $750 or 5% for retirement, and permits the employee to defer from his base pay an additional $750. In this ex- ample, total compensation is $15,750. The amount to be deferred until retirement is $1,500 (the percent to be deferred becomes 9.5% of total compensation). Current compensation will then be $14,250. In Paragraph 1 there are four methods by which you may specify the various amounts. Use only one method, check- ing the box next to the method you select. If you select the first method, using the example above, the statement would be completed as follows: ^ Deferred compensation shall be $1,500.00; current compensation shall be $14,250.00. The second method states deferred compensation as a percentage of current compensation. Note that deferred is in addition to current, as the sum of current and de- ferred compensation equals total compensation. This method eliminates the need to amend the agreement each time there is an increase in salary, unless it is desired that the percentage be changed. This method is most appropriately used when deferred compensation is placed on top of the base salary as an addition to any com- pensation the employee is earning prior to completing the agreement. Nevertheless, it can be used for an ex- ample by calculating the percentage that deferred com- pensation ($1,500) is of current compensation ($14,250). This is 10.5%. Using the second method, the agreement would be completed as follows: ^ Current compensation shall be $14,250.00; deferred compensation shall be in addition to current com- pensation in the amount of 10.5% of current com- pensation. The third method states deferred compensation as a per- centage of total compensation. It is not advisable to use unless the total compensation (current plus deferred) is stated in a salary ordnance or schedule or in some other type of legal document. It is most appropriately used when all of the deferred compensation is being taken out of the employee's base salary or where the employee has negotiated a total compensation package. This method also eliminates the need to amend the agreement when there is a change in the employee's compensation. Using the third method, the agreement would be com- pleted as follows: ^ Total compensation shall be $15,750.00; 9.5% of which shall be deferred compensation. The fourth method or alternative contains several blank lines in the event any of the three previous methods are not appropriate. This may also be used for special cir- cumstances which the Retirement Corporation may sug- gest. NOTE: In the event the employee is already participating in a deferred compensation plan not sponsored by the Retirement Corporation, and it is desired that these funds be transferred to the Retirement Corporation as suc- cessor-trustee, an individual trust agreement may be required. You should write to the Retirement Corporation for information and you should not complete a Deferred Compensation Employment Agreement until further in- structions are received. Copies of the Two Agreements Four copies of each of these two agreements are needed. To simplify the procedure, one copy is provided herein. Fill out each and make three copies. Have the original and all three copies individually signed. Distribute the four copies as follows: a. The Deferred Compensation Employment Agreement: One copy for the employer, one for the employee, two for the Retirement Corporation. b. The Master Trust Agreement: All four to the Retirement Corporation which, after executing them, will return two to the employer. Completion of the Employer-Employee Information Form This form must be received before the Retirement Cor- poration can establish an account for the employee's benefit. The form is self-explanatory and contains a designation of beneficiary statement for the employee to complete. Copies may be made for the employer and employee but an originally signed copy must be received by the Retirement Corporation. Age of Retirement The deferred compensation agreement specifies the age of retirement at 60 years of age. As explained in the booklet, the age may be specified as any age above the age 54. This age may be changed from that appearing in the agreement but before doing so the discussion of the effect of doing so which appears in the booklet should be read. If you desire to change the age of retirement, use the following procedure: Mark out the number "60" wherever it appears in the deferred compensation agreement and insert a foot- note symbol next to it. ('). This appears at 9 places in paragraph 5(a) and (b) and in 2 places in paragraph S. At the bottom of each side of the deferred compensa- tion agreement place the footnote with the age desired. For example "*55" or "'65." Mail agreements to: ICMA Retirement Corporation 1140 Connecticut Ave., N.W. Washington, D.C. 20036 Telephone: 202 / 293-2200 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION DEFERRED COMPENSATION EMPLOYMENT AGREEMENT AGREEMENT entered into this __ 2~RD _ _day of _ OC tObe r 19 _- / ~, between _C I ty _ Of C 1 ermOnt , Florida (hereinafter referred to as the "Employer"), Having its principal office at ~~~_blest Gate P 1 aza , C 1 e rmont~F 1 or_i da Robert M. Hopkins and_ __ - __-__ ______-(hereinafter referred to as the "Employee"), residing at----------- - 562 Minneola Avenue, Clermont, Florida 32711 City Manager WHEREAS, the Employee le and will be rendering valuable services to the Employer in his capacity as _____-_-____.___ __.-__ ~.___~ __ ___ ;end WHEREAS, it is the desire of the Employer to have the benefit of his continued Ioyaity, service and counsel and also to assist the Employee in providing for the contingencies of old age dependency, disability, and death. IT IS THEREFORE AGREED: 1. Deterred Compensation. There is no Ilmit on the amount or percentage of the total compensation of the Employee which may be deferred by the Employer under the terms of this Agreement. For the purpose of this Agreement end the Trust Agreement the following definitions apply: e. "Total compeneatlon" le the total of compensation to be paid by the Employer for the services of the Employee, regardless of the terms used for Its Components, as, for example, "base pay," "in addition to base pay," etc.; b. "Deferred compensetlon" is that amount or percentage of the total compensation of the Employee which the Employer currently deters }rom the payment to the Employee, and, instead, deposits same into a deferred compensation account with the Retirement Corporation under the terms o} this Agreement end the aforesaid Trust Agreement; and c. "Current compensetlon" (s that portion of the Employee's total compensation which Is not deterred compensation as deferred compensation la defined herein. The amount o} total compensetlon may be adJusted from time to time without altering the terms of this Agreement. In the event of an ed)ustment of the total compeneatlon at any time during the life of this Agreement, the percentages and/or the proportional amounts between them as to the total Compensation es stated below in this Paragraph, may, at the discretion of the parties, remain the same; or, they may be adJusted otherwise by the parties. However, the percentage or amount of total compensetlon agreed upon by the parties as deferred compensation through the use of this procedure will be controlled by the terms of this Agreement. As o},_--l November ,g_ 73_, the Employer will commence to pay the Employee In the form o1 both current and deferred compensation, as these terms are defined here and specified in the paragraph checked and completed below: ® Deferred compeneatlon shall be $ l200.00. ;.current compensation will be $ l li t 000.00 ^ Current compensetlon shall be $ ;deterred compensetlon shall be In addition to current compensation In the amount o1 ____ % of current compensation. ^ Total compensation shall be $__ % of which shall be deterred compensation. Any future edJustment o} the percentage or amount of deferred compensetlon shall be communicated to the Employer's agent, the Retirement Corporation, and the deposits in the adJusted percentages and/or amounts, if changed from the prior existing percentages or proportional amounts to total compensetlon, or, I} Such remain the same percentsgee or proportional amounts to current or total Compensation, shall thereafter De made by the Employer into its Retirement Corporetlon Account. 2. De}erred Compensation Account. Deferred compensetlon shall be credited and paid Into a Trust to be established and malnteined with the Intemetlonal Clty Management Association Retirement Corporetlon (herein referred to as the "Retirement Corporetlon"), as Trustee. The Retirement Corporetlon is anon-profit corporation formed for the specific purpose of Investing and otherwise administering the funds of said Trust. The Trust may be revoked at any time by the Employer, and upon revocation of said Trust, all of the assets thereo} shall return to and revert to the Employer. The Employer shall keep accurate books and records with respect to the Employee's total compensation or other earned income and with respect to amounts paid (nto sold Trust. 3. Ownership o1 Funds. Neither the Employee nor any beneficiary thereof shall have any interest whatsoever In the funds paid into the Deferred Compensation Account or In the accumulatlona or any Increments on such funds, which shall at all times remain as an asset of the Employer, subJect to its absolute dominion, control, and right of withdrawal until such time as the funds or assets of the Account are distributed to the Employee in accordance with the provisions o} this Agreement. The obligation of the Employer to pay deferred compensation is contractual only. the Employee having no preferred or special interest or Claim, by way of trust, annuity, or otherwise, in and to the specific funds and assets held in the Deferred Compensation Account. The contractual obligations of the Employer to pay deferred compensation to the Employee or his t,enefiriary on the applicable distribution date shell be a continuing obligation upon the Employer, and shall not be relieved by any agreement between the Employer and any other party, except as provided In Section 2 of Paragraph 11 of this Agreement, and shall not be affected in any manner by amendment or revocation o} the Trust referred to In Paragraph 2 herein or by reversion of the Trust Funds to the Employer. The provisions of this Paragraph shall supersede end eontroi any other provision of this Agreement which could be interpreted to be In conflict therewith. 4. Administration of Funds. The funds deposited in the Deferred compensetlon Account shall be invested end reinvested by the Retirement Corporation in any manner which in Its sole discretion It deems desirable, without regard at sny time to any legal limitation governing the investment of such funds. The Account shall also reflect the gain or loss resulting from the Investment and reinvestment thereof This Trust Fund may be commingled with others established by the Trustee under this form of agreement with other Employers. 5. Payment of Deferred Compensation. At ouch time as the Employee reaches age 60, or later, at the end of his employment agreement, !+ Employee continues in the employ of the Employer after he attains the age of 60 years, becomes Dermanently disabled, or dies, whichever occurs first, he, or his beneficiary or beneficlerles, nominee or estate Is/are entitled to receive payment in the Deferred Compensation Account outstanding on the date on which one of the foregoing occurs. Payments occasioned by the Employee having reached the age of 60 years, or later, at the end of his employment agreement, if Employee continues In the employ of the Employer after he attains the ago of 60 years, or becomes permanently disabled. or ales shall be made in accordance with the provisions of Paragraph 6 hereof as follows: a. Payments in monthly, quarterly, semi-annual or annual payments over, the period of life expectancy of the Employee in accordance with the following procedure: Upon reaching the age of 60 years, or later, at the end of hla employment agreement, if the Employee remains in the employ of the Employer after he attains the age of 60 years, or becomes permanently disabled from permanent full-time employment, whichever first occurs,. the Employee's life expectancy shall be determined by reference to Standard U.S. Mortality Tables; the amounts of assets and accumulations in the Deferred Compensation Account shaft be computed together with a reasonable rate of return on said assets, less the amount of expected tntMy distribution, over the life expectancy of the Employee; and a monthly amount shall then be mathematically determined, the p which, in equal monthly installments over the period of life expectancy of the Employee, shall completely deplete the said Ar_oount at ~nd of the lest year of Ilfe expectancy; or b. Payments in monthly, quarterly, semi-annual, or annual payments in accordance with the following procedure: Unless the Employee's employment terminates prior to the time he attains the age of 60 years, amounts equal to the benefits received by the Employer, under retirement annuity policies, shall be paid to the Employee, at such time as he attains the age of 60 years, or later, at the end of his employment agreement, if the Employee continues in the employ of the Employer after he attains the age of 60 years; or, in the case of death, payment to his beneficiary or beneficiaries, nominee or estate pusuant to the procedures provided in said policies and Paragraphs 6 end 7 of this Agreement; or c. Payments in monthly, quarterly, semi-annual or annual installments over a period of not exceeding ten (10) years, said payments to include e reasonable return on the funds, assets and accumulations in the Deferred Compensation Account, less the amount of expected monthly, quarterly, semi-annual, Or annual distribution, over the said ten (10) year period; or d. One lump sum payment. 6. Selection of Me/hod o1 Payment. The method of payment shall be selected by the Employer, acting through the Retirement Corporation as its duly authorised agent, due consideration being given to the health, financial circumstances and family obligations of the Employee. In this regard, the Employee may be consulted; however, he shall have no voice in the decision reached. 7. Payments in the Event of Death. a. During the Period of Distribution. In the event of the Employee's death during the period of distribution, the Employee's beneficiary shall be entitled to receive payments in accordance with the payment method being employed at the time of the Employee's death. With the consent of the Employer, acting through The Retirement Corporation as its duly authorized agent, said beneficiary may elect to receive a lump-sum in lieu of installment payments. b. Prior to Distribution. In the event of the death of the Employee prior to the distribution, the funds and assets of the Deferred Compensation Account shall be paid in accordance with one of the methods described in subparagraphs a, b, c, or d of Paragraph 5 hereof. The selection of said method shall be made by the Employer acting through the Retirement Corporation, as its duly authorized agent. 8. Payment Dates. Payments shall commence on the first day of the month, following the attainment of age 60, or later, on the first day of the month after the end of his employment agreement, if Employee continues in the employ of the Employer after he attains the age of 60 years, or likewise following permanent disability, or death; and, in the case of installment payments, shall be made continuously thereafter on the first day of each succeeding month, or, in the event quarterly, semiannual or annual payment installment periods are applied, then continuously thereafter on the first day of each succeeding month which begins the time period (quarterly, etc.) involved until such time as the Deferred Compensation Acccunt is depleted in its entirety. 9. Dlsburaing Agent. The Retirement Corporation shall act as agent of the Employer for purposes of disbursing payments. The ultimate obligation for making such payments, however, shall remain with the Employer. 10. Accumulation During the Distribution Period. During the period of distribution, the Employee or his beneficiary or beneficiaries, nominee or estate, as the case may be, shall continue to be credited with all the interest, accumulations and increments on the undistributed funds and assets in the Deferred Compensation Account, until such Account is depleted in its entirety. 11. Section 1. Termination of Employment. Upon termination of the Employee's services, for any reason other than death, the funds, assets, and accumulations in the Deferred Compensation Account shall not be transferred to an account with a new Employer of the Employee. and, nstead, they shall remain in the original Account as assets of the Employer until such time as they are distributed in accordance with the provisions o+ this Agreement, except as provided in Section 2 of this Paragraph. Section 2. Transfer of Employment with Consideration Between Employers-Tripartite Agreement. In the event the Employee accepts employment with another Employer having a Trust Agreement with the Retirement Corporation, and a Deferred Compensation Employment Agreement with the said Employee, then, if the Employer finds that it has no present or future need of the funds, assets, and accumulations in the said Account for the payment of general creditors or for any other purpose, and has no intention of invoking its right to revoke this Trust for the payment of its general creditors or for any other purpose whatsoever, in consideration of its desire to avoid the continuing expense of maintaining records, and receiving, examining, verifying and filing annual reports of the Retirement Corporation, and in consideration of avoiding the possible future expenses of litigation of Employee's continuing contractual rights to payment of deterred comnensation on his retirement as herein provided in the event of any possible future revocation and withdrawal by the Employer of the funds, assets, and accumulations in the said Account, It may, at its discretion, authorize the Retirement Corporation, as its agent, to propose to the new Employer that the funds, assets, end accumulations of the said Account be transferred to the ownership, control, and right of withdrawal of the new Employer, and to do so in the event the new Employer, in consideration of the increase in the value to that Employer of Employee's future services cy reason of the experence which that =mplcyee gained while in tho employ of th0 Oast Employer, agrees to accept came, and the respech ~e Fm?Inyerc and the Employee sign an appropriate form of Agreement in which the new Employer also agrees to assume the continuing contractual liability to pay deterred compensation so transferred upon retirement of the Employee and the Employee releases the past Employer from said continuing obligation to do same. 12. Losses. The Employer shell not be responsible for any loss due to investment or failure of investment of funds and assets in said Deferred Compensation Account nor shall the Employer be required to replace any loss whatsoever which may result from said investments. 13. Non•aaalgnablllty of Deterred Compensation. The Employee during his II}etlme shall not be entitled to commute, encumber, sell or otherwise dispose of his rights to receive Deferred Compensation Payments provided for herein, and the right thereto shall be non-assignable and nontransfer- able. In the event of any attempted assignment or transfer thereof, the Employer shall have no further liability under this Agreement. 14. Participation In other Employee-Benefit Plans. Nothing herein contained shall in any manner modify, impair, or affect the existing or future rights or Interest of the Employee (a) to receive any employee-benefits to which he would otherwise be entitled, or (b) as a participant in any future pension plan, it being understood that the rights and interests of the Employee to any employee-benefits or as a participant or beneficiary in or under any or all such plans respectively shall continue in full force and effect unimpaired, and the Employee shall have the right at any time hereafter to become a beneficiary under or pursuant to any and all such plans. 15. Definitions. The meaning of any term or terms, phrase, clause or sentence used in this Agreement, which is also used in the By-Laws of the Retirement Corporation, shall be defined as these are defined In ARTICLE II, Section 2 0l the By-Laws. Masculine pronouns, whenever used herein, include the feminine pronouns, and,the singular Includes the plural unless the context requires another meaning. 16. Vslidity of Agreement. This Agreement shall not be valid or 0nforceable unless signed by an officer of Employer, authorized to sign It by the governing body of the Employer, as, for example, the City Council, etc. IN WITNESS WHEREOF, by the authority of the governing body o} the Employer, the Agreement has been executed on the date first written above. City of Clermont Florida SIGNED_ _. -_ _ -- - _- __ ~ f-- - - - - -,, ATTE EM OYE AUIZE~IAL -- _ y City Clark -- ------ Mayor ~---------_~___ y POSITION ~ f (SEAL) BYr r~S`~.Li---i~~~ ~~ `~~ 5--- --- _ -------C i tY Ma gar -- - _--- - ---- EMPLOYEE _ - 1 APPROVED AS 6G-~ -~ - f- ~ __~__s___.~ EY FOR THE EMPLOYER ICMA RETIREMENT CORPORATION Form 201 6/73 International City Management Association Retirement Corporation Area Code 202 293-2200 affiliated with 1140 Connecticut Avenue Northwest . Washington DC International City Management Association Date: November 2, 1973 TO: Ms. .Do10res W. Carroll City Clerk City of Clermont #1 West Gate Plaza Clermont, Florida 32711 Master Trust Agreement Number RE: The enclosed agreement completes the arrangements by which you have designated ICMA-RC as trustee of the deferred compensation funds being set aside for the retirement security of certain of your employees. Also enclosed you will find a Notice of Account for those employees for whom you have already established deferred compensation programs. Please note that each employees' funds will be identified by an account number, the first four numbers of which will always be the same as the number of your Trust Agreement, as noted above. This account number should be used when making deposits to indi- vidual accounts. A supply of deposit forms is enclosed. Please use these whenever monies are being deposited in order to insure accurate and immediate recording. When making deposits for several accounts, you may send only one check although a separate deposit form should be completed for each employee account. As a general rule, you should not make deposits more often than twice each month. Other than that, we will adjust to whatever is convenient for you. We are pleased to be able to serve you in this way. In the event you have ques~ions, please do not hesitate to call on me. General Manager Enclosures: Trust Agreement Notice of Account Deposit Forms Copy for: Mr. Robert M. Hopkins City Manager International City Management Association Retirement Corporation Area Code 202 293-2200 affiliated with . 1140 Connecticut Avenue Northwest Washington DC 20036 International City Management Association NOTI CE QE ACCOUNT The following numbered deferred compensation account(s) has (have) been established by the ICMA Retirement Corporation, pursuant to . its Trust Agreement with the specified employer, in order. to receive funds provided for in a Deferred Compensation Employment Agreement between the employer and the specified employee. ACCOUNT DATE NUMBER EMPLOYER EMPLOYEE 11/2/73 0127 Master Trust Number Acc. N. 0127-1 City of Clermont, FL Robert M. Hoptkins City Manager Account N. 0127-1 MASTER TRUST AGREEMENT BETWEEN EMPLOYER AND THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION, TRUSTEE TRUST NO. 0 I ~ 7 (To be assigned by Trustee) DATED AS OF October 9; 1973 AGREEMENT made by and between the City of Clermont, Florida (hereinafter the "Employer") and the International City Management Association Retirement Corporation (hereinafter the "Trustee" or "Retirement Corporation"), a non-profit corporation organized and existing under the laws of the Stale of Delaware, for the purpose of investing and otherwise administering funds set aside by Employers In connection with Deferred Compensation Agreements with Employeas. WHEREAS, THE Employer desires to enter into agreements with its Employees whereby Its Employees agree to defer payments of specified percentages of or amounts from their total compensation as "deferred compensation" is defined in said agreements until the occurrence of certain events; WHEREAS, in order that there will be suffcient funds available to discharge lhe foregoing contractual obligations, the Employer desires to set aside periodic amounts equal to the percentage or amount of total periodic compensation deferred; WHEREAS, the funds set aside, together with any and all investments thereto, are to be exclusively within the dominion, control, and ownership of the Employer, and subject to the Employer's absolute right of withdrawal, the Employee having no interest whatsoever therein; NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in deferred compensation accounts for the Employer; (b) the Trustee covenants that It will hold said sums, and any other funds which It mav receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated; and (c) the parties hereto agree as follows: ARTICLE 1, General Duties of the Parties. Section 1,1. General Duty of the Employer. The Employer shall make regular periOdic payments equal to the percentages of or amounts from its participating Employees' total periOdic compensations which are deferred in accordance with the lerms and conditions of Deferred Compensation Employment Agreements with such Employees, or with any SUbsequent modification thereof. Section 1.2. General Duties of the Trustee, The Trustee shall hold all funds received by It hereunder, which, together with the income therefrom, shall constitute the Trust Funds. It shall administer the Trust Funds, collect the Income thereof, and make payments therefrom, sll as hereinafter provided. The Trustee shall also hold all Trust Funds which are transferred to it as successor Trustee by the Employer from existing deferred compensation arrangements with Its Employees which meet the same Inlernal Revenue Code requirements which govern the ICMA-RC Deferred Compensation Plan. Such Trust Funds shall be subJect to all of the terms and provisions of this Agreement. ARTICLE II. Power. and Duties of the Trustee In Investment, Administration, and Disbursement of the Trust Fund. Section 2.1. Investment Powers and Duties of the Trustee. The Trustee shall have the power In Its discretion to invest and ralnvest the prinCipal and incoma of the Trust Funds and keep the Trust Funds Invested, without distinction between principal and income, in such securities or in other property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, stocks, common or preferred, bonds, retirement annuity policies, mortgages, and other evidences of indebtedness or ownership, and in common trust funds of approved financial or investment Institutions, with such Institutions acting as Trustee of such Common trust funds. For these purposes, these Trust Funds may be commingled with others established by the Trustee under this form of agreement with other Employers. In making such investments, the Trustee shall not be subject at any time to any legal limitation governing the Investment of such funds. Section 2.2, Administrative Powers of the Trustee. The Trustee shell have the power In its discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by it, by private contract, or at public auction. No person dealing with the Trustee shall be bound to see the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate In, corporate reorganizations or other changes affecting corporate secunties and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Funds. (d) To cause any securities or other property held as part of the Trust Funds to be registered In Its own name, and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such Investments are a part of the Trust Funds. (e) To borrow or raise money for the purpose of the Trust In such amount. and upon such terms and conditions, as lhe Trustee shall deem advisable; and, for any sum so borrowed, to issue Its promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Funds, No person lending money to the Trustee shall be bound to see to the application of the money lent or to inquire into Its validity, expediency or propriety of any such borrowing. (f) To keep such portion of the Trust Funds In cash or cash balances as the Trustee, from time to time, may deem to be in the best interests of the Trust created hereby, without liability for Interest thereon, .' (g) To accept and retain for such time as It may daem advisable any securities or other proparty received or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investmants hereunder. (h) To make, execute, acknowledge, and deliver any and all documenls of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted. (i) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Trust Funds; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Funds in all suits and legal and administrative proceedings. (J) To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from the Trust Funds. The Employer hereby appoints the Trustee as its agent for purposes of selecting the method by which distributions from the Trust Funds are to be made, as well ss for purposes of making such distributions. In this regard the terms and conditions set forth in the Agreements to be executed between the Employer and its Employees, and any subsequent modifications thereof, are to guide and conlrol the Trustee's power. Section 2.4. Valuation of Trust Funds. At least once a year as of Valuation Dates designated by the Trustee, the Trustee shall 'determine the '. value of the Trust Funds, Assets of the Trust Funds shall ba valued at their market values at the close of business on the Valuation Date, or; in the absence of readily ascertainable market values as the Trustee shall determine, in accordance with methods consistently followed and uniformly applied. Article III For Protection of Trustee Section 3.1 Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting to have been signed on behalf of the Employer which the Trustee believes to have baen signed by a dUly designated official of the Employer. No communication shall be binding upon any of the Trust Funds or Trustee until they are received by the Trustee. Section 3.2. Advice of Counsel. The Trustee may consult with any legel counsel with respect to the construction of this Agreement, its duties hereunder, or any act, which It proposes to take or omit, and shall not be liable for any action taken or omitted in good faith pursuant to such advice. Section 3.3, Miscellaneous. The Trustee shall use ordinary care and reasonable ditigence", but shall not be liable for any mistake of Judgment or other action taken In good faith, The Trustee shall not be liable for any loss,sustained by the Trust Funds by reason of any investment made in good faith and in accordance with the provisions of this Agreement. Tha Trustee's duties and obligations shall be limited to those expressly imposed upon it by this agreement. notwithstanding any reference of the Plan. ARTICLE IV Taxes, Expenses and Compensation of Trustee Section 4 Taxes The Trustee shall deduct from and charge against the Trust Funds any taxes on the Trust Funds or the income thereof or which the Trustee is required to pay with respect to the Interest of any person therein Section 4 2 Expenses The Trustee shall deduct from and charge against the Trust Funds all reasonable expenses incurred by the Trustee in the administration of the Trust Funds, including counsel, agency and other necessary fees ARTICLE V Settlement of Accounts The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder Within 90 days after the close of each fiscal year the Trustee shall render In duplicate to the Employer an account of its acts and transactions as Trustee hereunder If any part of the Trust Fund shall be Invested through the medium of any common, collective or commingled Trust Funds, the last annual report of such Trust Funds shall be submitted with and Incorporated in the account If within 90 days after the mailing of the account or any amended account the Employer has not filed with the Trustee notice of any objection ' to any act or transaction of the Trustee, the account or amended account shall become an account stated If any objection has been filed, and If the Employer Is satisfied that It should be withdrawn or if the account Is adjusted to the Employer's satisfaction the Employer shall in writing filed with the Trustee signify approval of the account and it shall become an account stated • When an account becomes an account stated such account shall be finally settled, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by a Judgment or decree of a court of competent j urisdiction in an action or proceeding in which the Trustee and the Employer were parties The Trustee shall have the right to apply at any time to a court of competent Jurisdiction for the Judicial settlement of Its account ARTICLE VI Resignation and Removal of Trustee • Section 6 1 Resignation of Trustee The Trustee may resign at any time by filing with the Employer Its written resignation Such resignation shall take effect 60 days from the date of such filing and upon appointment of a successor pursuant to Section 6 3, whichever shall first occur Section 6 2 Removal of Trustee The Employer may remove the Trustee at any time by delivering to the Trustee a written notice of its removal and an appointment of a successor pursuant to Section 6 3 Such removal shall not take effect prior to 60 days from such delivery unless the Trustee agrees to an earlier effective date Section 6 3 Appointment of Successor Trustee The appointment of a successor to the Trustee shall take effect upon the delivery to the Trustee (a) an Instrument in writing executed by the Employer appointing such successor, and exonerating such successor from liability for the acts and omissions of its predecessor, and (b) an acceptance in writing, executed by such successor All of the provisions set forth herein with respect to the Trustee shall relate to each successor with the same force and effect as If such successor had been originally named as Trustee hereunder If a successor is not appointed within 60 days after the Trustee gives notice of its resignation pursuant to Section 6 1 the Trustee may apply to any court of competent Jurisdiction for appointment of a successor Section 6 4 Transfer of Funds to Successor Upon the resignation or removal of the Trustee and appointment of a successor and after the final account of the Trustee has been properly settled, the Trustee shall transfer and deliver any of the Trust Funds involved to such successor ARTICLE VII Duration and Revocation of Trust Agreement Section 71 Duration and Revocation This Trust shall continue for such time as may be necessary to accomplish the purpose for which It was created but may be terminated or revoked at any time by the Employer as it relates to any and /or all related participating Employees Written notice of such termination or revocation shall be given to the Trustee by the Employer Upon termination or revocation of this Trust all of the assets thereof shall return to and revert to the Employer Termination of this Trust shall not, however, relieve the Employer of the Employer's continuing obligation to pay deferred compensation upon the applicable distribution date to any and /or each Employee with whom the Employer has entered into a Deferred Compensation Employment Agreement Section i 2 Amendment The Employer shall have the right to amend this Agreement n whole and in part but only with the Trustee's written consent Any such amendment shall become effective upon (a) delivery to the Trustee of a written instrument of amendment, and (b) the endorsement by the Trustee on such instrument of Its consent thereto ARTICLE VIII Miscellaneous Section 8 1 Laws of the State of Delaware to Govern This agreement and the Trust hereby created shall be construed and regulated by the laws of the State of Delaware Section 8 2 Successor Employers The term "Employer" shall Include any person who succeeds the Employer and who adopts the Deferred Compensation Plan of the Retirement Corporation and becomes a party to this agreement with the consent of the Trustee Section 8 3 Withdraws The Employer may, at any time, and from time to time, withdraw a portion or all of the Trust Funds created by this Agreement and related Deferred Compensation Employment Agreements Section 8 4 Definitions Definitions In the By -Laws of terms, phrases, etc , used herein apply to the same herein The masculine includes the feminine and the singular includes the plural unless the context requres another meaning IN WITNESS WHEREOF, By the authority of Its governing body, the Employer has executed this Agreement and the Retirement Corporation has caused this Agreement to be executed by Its authorized officer and its Seal to be hereunto affixed, all as of the day and year first above written City of Clermont, Florida ATTEST Employer 7/ J / B L V__ Q A Si OFFICI City Clerk Claude E. Smoak, Mayor Print name and title (SEAL) ASP CITY RO ASSOCIATION INTERNATIONAL NTACORPNT ATTO EY FOR T E EMP OYER --IA By William E. Besuden, Secretary - Treasured ATTES _,• irnt Co .o :hot)) "A Ad ent Corporation _ Peter L. DeGroote General Manage ICMA Retirement Corporation Form 202 8/73 t �'