1988-079-RES WHEREAS, the City of Paris has employees rendering valuable services; and,
RESOLUTION NO.
88-079
WHEREAS, the City of Paris has employees rendering
valuable services; and,
WHEREAS, the establishment of a deferred compensation
plan for such employees serves the interests of the City of
Paris by enabling it to provide reasonable retirement
security for its employees, by providing increased
flexibility in its personnel management system, and by
assisting in the attraction and retention of competent
personnel; and,
WHEREAS, the City of Paris has determined that the
establishment of a deferred compensation plan be adminis-
tered by the ICMA Retirement Corporation, and that such
funds be held by the ICMA Retirement Trust, a trust
established by public employers for the collective
investment of funds held under their deferred compensation
plans and money purchase retirement plans; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, That it does hereby adopt the deferred compensation
plan attached hereto as (Appendix A or The plan provided by
City of Paris which is attached hereto and the Trust
Agreement with the ICMA Retirement Corporation - Appendix C)
and appoints the ICMA Retirement Corporation to serve as
Administrator thereunder; and
BE IT FURTHER RESOLVED That the Mayor of the City of
Paris, Eric S. Clifford, be, and he is hereby authorized and
directed to execute the Declaration of Trust of the ICMA
Retirement Trust, in the form attached hereto as Appendix B.
BE IT FURTHER RESOLVED That W. E. Anderson the Director
of Finance of the City of Paris shall be the coordinator of
this program and shall receive necessary reports, notices,
etc. from the ICMA Retirement Corporation or the ICMA
Retirement Trust, and shall cast, on behalf of the City of
Paris, any required votes under the program. Administrative
duties to carry out the plan may be assigned to the
appropriate departments.
Passed and adopted this 8th day
ATTEST:
~~',\:: ~
Mattie cunnin~ er
APPR/OVED A~/1FORM:
STATE OF TEXAS ~
COUNTY OF LAMAR ~
I, Mattie Cunningham, hereby certify that I am the duly
appointed, qualified and acting City Clerk of the City of
Paris, Paris, Texas, and as such I have in my possession in
the Office of City Clerk of the City of Paris, all of the
ordinances, resolutions and minutes of the City Council of
the City of Paris, and that the foregoing Resolution No.
88-~79 ,is a true and correct copy of the original of
sai instrument, which was passed by the City Council on the
8th day of August, 1988.
~~-~~~~.~~
Mattie Cunning am, Cl.ty C r
City of Paris, Paris, Texas
APPENDIX B
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
ARTICLE I. NAME AND DEFlNmONS
llectIon 1.1 NIl....: The Name a the 1iust. as amended and _ henlby.
is the ICMA Rotiroment Trust,
Section 1.2 Definition.: __r they a'e UI8d herein. the loIJowing temlS
IhaII haYe the following l85P'JCti.. meanings'
(a) By-Laws.. The Sy-Laws.._1O inSec:tion 4,1 _. as amended trom
time to time.
(b) 00Iened Canpensation Plan, A dIIerr8d compensation plan eslObIisl1ed
end maintained by I Public EmplC7f8T tor the purpose of providing retirft"
ment income end other deferred benefits to G empl0:fB8S in accorCS8nce
with the prtMsions a oection 457 a the Internal Revenue Code a 1954.
as amended,
(c) Employees, Those employees who participate in Qualified Plans,
(d) EmplO'/llr Trust A trust created pursuant to an agreement between RC
and I Public Employer for the purpose of i~ing and administering the
funds _ aside by such EmplOfST in connection with its Deferred Campen-
ution aQreemenlS with its.-npla,MS or in connection with its Qualified Plan.
(e) Guaranteed Investment Contract, A contract e_ into by tIla Retire-
ment 'lfust with insurance companies that provides tor . guaranteed rate
of retum on irwestments made pursuant to such contract.
(I) ICMA, The InlamationaJ City Management _ation,
(g) ICMAJIlC _... Thosa Trust... elected by the Public EmplO'/llrs who.
in IlCOOfdance with the ProviSIonS a Section 3,1(a) hereof. are also memo
bers a the Board a DIrect"'" a ICMA Of RC
(h) Il'1II'8Stment Adviser The Irwestment Adviser that erters into . contract
with the Retirement lfust to prcMde advice with respect to investment of
the _ Property,
(I) PorttoliOS, The Portfolios a investments established by the Investment
Adviser to the Retirement 1fust, under the supervision of the Trustees. for
the puopose a prtMding investments for tIla Trust PIOp8l!y,
(j) PullIic E"'IlIO'/110 TruSlllfi Those lNsIees _ by the Public EmplC>JO!S
who.. ,n accordance with tIla prtMsions a!;ed;on 3,1(a) hereof. are fulHime
employees a Public EmplO'/llrs,
(k) Public Employer Trust... Public EmplO'/llrs who oeM as trUllees a
the Qualified Plans,
(1) Public Employer A unit or state or local gOYemment. Of any agency or
instrumentality tIlareof. that has adopted a Deterred Compansation Plan Of
. Qualified Ptan and has executed this OedIration 01 Trust.
(m) Qualified Plan, A plan sponso<ed by a Public EmplO'/llr tor the purpose
Gf prOYiding retirement income to tis tll"T'lployees which satisfies the qualifi.
cation reQuirements 01 Section 401 01 the Internal Revenue Code, 15
...,.,nded,
(n) RC, The l_ionaJ City Management_otion Reti'ernant Corpc>
ration,
(0) Retirement lust. The ltust created by this Declaration c:A Trust.
(P) Trust PlOp8r1y, The amounts held in the Retirament Trust on beha" ol the Put>ic
EmplO')'ers in connection with Deferred Ccmpensation Plans and on behalf of the
Public Employer Trustees for the e:r.clusive benefit of Employees pursuant to Quali-
fied Plans. The 1tust Property shall include any income resulting trom the invest.
ment a the amounts so held,
(q) llust_ The Public EmplOjM T_ and ICMAJIlC Trustees elected by the
Public EmplotefS to 88rw as members of the Boerd of li'ustees of the Retirement
Trust,
ARTICLE II. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP
OF TRUST PROPERTY
lectlon 2.1 tNatlon: The Retiromentllust is created and established by
the execution c:A this Declaration 01 Trust by the Trustees and the PubliC
EmplO'/llrs,
SectIon 2.2 Purpose: The purpose c:A the Retirement Trust is to provide for
the commingled irwestment of funds held by the Public Employers in connec.
tion with their Deferred Compensation and Qualified Plans. The Trust Prop-
erty shall be inYeSted in the Portfolios. in Guaranteed Irwestment Contracts,
and in OCher investments recommended by the Investment Adviser under the
aJpeNison a the Board a lNsIees No part a the Trust Property will be i......ed
in eecurities issued by Public EmplC1j8rs.
lectlon 2.3 Ownarohlp ol1hl1l .....party: The Trustees shall ha.. legal
title to the Trust Property. The Public Employers shall be the beneflcial owners
of the portion of the Trust Property allocable to the Deferred Compensation
Plans. The portion 01 the Trust Property allocable to the Qualified Plans shall
be held tor tIla Public EmplO'/llr Trust... tor the exclu.... benefit 01 the
Employees
ARTICLE III. TRUSTEES
lectlon 3.1 Numbe' and Qu.Uflcallon 01 Trull....
(a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees
IhaII be full-time empioy... 01 a Public Employer (the Public Empioyee
Trustees) who .re 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, .re members of the Board of Directors of
ICMA and two persons who. a1the time 01 elecbon. are members of the Board
a Direct"'" 01 RC (!he ICMMlC Trull"') One a the Trustees who 's. directOf
of leMA, and one of the Trustees who is . director of Re, shall. at the time
of Netion, be full.time employees of a PubliC Employer
(b) No person may.rve as a Trustee for more than one term in any 1en-year
paned,
lectlon 3.2 Elactlon Ind rem.
(I) Except tor the Trustees appointed to fill wcancies pursuant to Section 3.5
hereo!, the Trustees shall be elected ar . vote of 8 majority of the PubhC
Employers in accordance with the procedures set torth in the By-Laws
(b) '" the fir8I election ~ ltustees, three '1vIIees l ... eIec:Ied tor a term
d three years, three li'uslees shall be elected for. term 01 two yNl'land three
1iIJsleeS IhaII be liected for I term cI one YII' N.1I8Cll..booquenIliection,
three ltustees IhaJI be elected tor a term 01 three )'88l'S and urtil his or her
..-ioelectedlndq<lll;fied,
lectlan 3.3 Namlfllllano: The Trustees wha "" full-time ompl_ '" Public
Employers _I oeM as the Nominating Committee "" the Public Ernp/o;oe
"IusIees. Tho Nominating Committee _ chccoe CI~ "" Public ~
"iusI8a in oa:cn:lInce _ lhe procedures 101 tcrth in the By-~
lectlon 3.. 1lHl1lfllllon Ind Re_I.
(8) A"f _ INI\' resign as Tiustee (wi1hcuI need "" prier or lUbooquem
accounting) t.; on insIrumem in writ'ng signed by the Trustee Ind deli..ered
to the _ 'IusIees Ind sucI1 ....gnaticn _ be elfectillO upon sucI1 deliwry,
or a1 a later d8te according to the terms cI the instrument. Ar'tf ~ the Trustees
INI\' be remOOIed "" Cluse, by I lICte '" I mljclrty '" the Public Employers,
(b) Each Public EmplO'j8e Trustee shall resign his or her position as Trustee
within 1i>Cly ~ '" the date on which he or Ihe ceases 10 be 1 U-Iime ompI">,,,"
aI 1 Public Emp/a'for,
Section 3.5 Yacancle.: The term d office ~ a Trustee shall terminate and
a vacancy shall occur in the event of the death. resignation, remcwal, adjudi.
cated incampelence or C1her incapacity to perform the duties '" the clfice of
8 Trustee. In the case of a vacancy, the remaining Trustees shall appoint such
person as they in their discretion shafl see fit (sub;ect to the limitations let forth
in ~s Section), to 18M! for the unexpired portion of the term of the Trustee
wha has ....gned or Clherwlse celsed la be I Trustee Tho oppcintmonl shall
be made by a written instrument signed by a majority 01 the 1fustees The per.
son appointed must be the same type of Trustee Q.e., Public Emplaywe Trus.
tee or lCMAlRC Trustee) as the person who has ceased 10 be a Trustee. An
appointment d a Trustee may be made in antiCipation cI a vacancy to occur
.. 1 _ dole by lM9OI1 '" rellromen Of ....g"""on. plOIided 1hat sucI1 oppcilt-
ment shall not become eHec1ilo'B prior 10 such retirement or resignation When-
ewr a IJ8C8ncy in the number of "&ustees shall occur, until such V8C8ncy is
filled as proYided in this Section 3.5, the lfustees in office, regardless cI their
number, shall have all the po.yers granted to the 1ustees and Shall discharge
an the duties imposed upon the Trustees by this OecIBr&tion. A written instru.
ment cenifying the existence of such vacancy signed by . majority of the
l'ustees shall be COnclusive evidence of the existence cI such vacancy.
lectlan 3.8 '!hi_I SeMI In Rep....nllll.. CO~clty: By ll<ICuting
this Doclol1lllon, eoch Publoc Empl~r 11I_ thot the Publoc Empl">,,," Trustees
oIected t.; the Public Employers are luthorized to oct as agents and represen-
tatives 01 the Publtc Employers cotlectiwty.
ARTICLE IV. POWERS OF TRUSTEES
SectIon ".1 General Powe...: The Trustees shall have the poNer to conc:IuCl
the business cI the 'iUSl: and to carry on its operations. Such poNeI' shall include.
but shall not be ~mrted te.. the power la:
(I) receillO the _ Property lmm the Publ;c Employers. Public Employer
li'ustees or other Trustee of any Employer Trust;
(b) enter into. contract with an Investment Adviser providing, among other
things, tor the establishment and operation of the Portfolios, -'ection of the
Guaranteed Il'1'flBStment Contracts in which the Trust Property may be irwested,
aeIedicn '" ether _ "" the '!fUll Property and the payment '" lIOSCn8'
tile fees 10 the Il1Y8Slment Adviser and to any sub-investment adviser retained
by the Irwestmeri Adviser;
(C) review annually the performance'" lhe I_stmenl Adviser Ind IPP"""
Innually the contract _ such I_em AdVIser;
(d) _ and ....- the Trust Pooperty in the PcnfcIi"" the Guaranteed 1-
Ccltrocls and in IffY ether i"""",""m roc:ommended by the 1- Adviae,
but net including ..:urtties issued to; Public Empl~... P'O'ided 1hat rt 1 Publoc
Emp'oyer has directed that its monies be invested in specified Portfolios or
in a Guaranteed IlMlStmem eomract, the Trust... '" the ReIlremom Trust_I
irwest IUCh monies in accordance with such directions;
(e) keep such portion of the Trust Property in cash or cash balances as the
1i'ustees, from time to time, may deem to be in the best interest of the Retire-
ment 'iust created hereby, without liability for interest thereon;
(f) ecc:epIand retain" ,h time as they may deem advisable any securi.
ties or other property received,or acquired by them as Trustees hereunder,
whether Of net sucI1 oecuribes Of CIhor property _Id ncrmaIly be pu_
es irMlSlmenls hereunder;
(g) cause any lIlCurities or other property held as part 01 the Trust Property
t) be registered in the name of the Retirement Trust or in the name 011 nomi.
nee, and 10 hold ar'tf irwestments in bearer toml, but the books and records
01 the Trustees shajl a1 all times Ihow Iha1 a111UCh investments are a part of
the '!iust Property;
(11) mike, ll<ICute. acknowledge. and delillOr IffY Ind 011 documlnts of Irans.
fer and corweyance and any and all other il"llllruments that may be necessary
Of opprcpriote to Clrry cut tho _ heroin gramed,
(i) _ upon IffY IICCk. bonds, Of cIher"'-, giIIO general Of special pIl>><ios
or powefl 01 anorney with or without pcMeT of IUbstitUlion; exercise ar'tf con-
version privileges, IUb8eription rights, Of other options, and make ar'tf pay.
ments incidental thereto; oppose, or consent 10. or otherwise participate in.
corporate reorganiZations or other changes effecting corporate securtties, and
delegate discretionary powefl, and pay any assessments or charges in con.
nection therewith; and generally exercise ar'tf of the po.YeT'S of an ONner with
respect to IIOCks, bonds. securities or other property held 8S part of the Trust
propeny;
~) enter into contracts or arrangements for goods or services required in con.
nection with the operation of the Retirement Trust, including, but not limited
to. contracts wtth custodians and contracts tor the provision of administrative
aervices;
(k) bcrTaw or raise money lor the purposes '" the Ratiremem Trust ;n such
omcult, and upon such terms Ind c:ardtions. as the _ shaI1 doom oeMs,
able. provided thallhe aggregate amount DI such borrowings shall not exceed
30% '" the value '" the 1iuaI Property, Na person lending money to the Trustees
shall be bound 10 see the application of the money lent or 10 inquire into its
validity, expediency or propriety 01 ar'tf SUCh borrONing;
~) incur reasonable expenses as required tor the operation of the Retirement
Trust and deduct such expenses from the Trust Property;
(m) pay expenses properly allocable to the Trust Property incurred in connec.
tion with the Deferred Compensation Plans, Qualified Plans, Of the Employer
Trusts and deduct such expenses from that portion of the Trust Property to
whom such expenses are properly allocable;
(n) pay cut '" the Trust propeny 011 real and personal property taxes, income
taxes and CXher taxes d ar'tf and all kinds which, in the opinion of the Trustees,
are pmpeI1y 1eYied, or IBSI8IS8d under tIIOsting Of tul:ure Iavv$ upon, or in respect
"'. the '!fust Property and oIlocoIe l"f such taxes 10 the oppropnlte ICCClUnts,
(0) adopt, amend and repeallhe By-l.8ws, pt'cwided that such By-Laws are
8t all times consistent with the terms of this Declaration of Trust;
(P) employ persons to make available interests in the Retirement Trust 10
emplO)'Elrs eligible to maintain a Deferred Compensation Plan under SectIOn
457 or. Qualified Plan under Section 401 01 the Internal Revenue Code, as
amended;
(Q) issue the Annual Aepol1 cI the Retirement Trust, and the disclosure docu.
ments and other literature used by the Retirement Trust;
(r) mike leans. including the purchase of debt abligolicns, provided that all
auch loans shall bear interest at the current market rate;
(5) contraC1 tor; and delegate any po.vers granted hereunder to' such officers,
1gents.. ompl_ luditors Ind attorneys as the Trust... may select, prOVIded
that the Trustees may not delegate the pcllIN8rs set forth in paragraphs (b), (c)
and (0) of thiS Section 4.1 and may not delegate any powers jf such delega-
tion would violate their fiduciary duties;
~) provide lor the indemnification '" the _ and Trust... '" the Ratoremem
1'ust end purchase fiduciary insurance;
(u) maintain books and records, including I8P8rate accounts tor each PubliC
Employer, Public Emplajer Trustee or Employer Trust and such additional sep-
arate accounts as are required under. and consistent with, the Deferred Com.
pensation or Qualified Plan d each PubliC Employer; and
(v) do all such acts, take a111UCh pl'OCeedings. and exercise all such rights
and privileges, oIlhough net spociticaIly mentioned her~n, as the Trustees may
deem necessary or appropriate to administer the Trust Property and to carry
DUI the purposes of the Retirement Trust.
_ 4.2 01__ 01 '\hI8t Pn>perty: [);sIributi' '" the TtuIt Prop-
erty...aIl be made to. Of on behalf aI. the Public Empl~ 'ublic Employer
lh."'''' in occordonce _ the terms d the Deferred C<.opensolion PII""-
Qualified PII", or E~r l'UIIS, The 1MI... d the Retirement rost all
be ;uUy pro&ecIed in making payments in K:COf'd8nce with the directions of
... ~ E~ Pubk: E~_ordhor ~dthe E/nplo>'el
"tusts wIIhoul: ucer1aining whethef such peyments are in compliance with the
pO\IiSionI d... Dofoned Compono8Iion or QuoIilIed PlanS, or the Ill-
CI88ling the Empia;er 'iustS,
SectIon 4.' ~utIon oIlnelN....nta: The _ may unanimClU1liy
desigNde any one or more of the TrUlleeS to execute any instrument or doCu-
ment on behalf dill. inCluding but nollirni1ed III !he signing or .~nt
d art; cheCk and the signing aI any applications, insurance and ether (;()fr
_ end the oc1;cn d ouch dosignaled TrUll" or lMIoes shall haIIe the
...... """" end oIfoct IS d Iaken by all the lrustoes,
ARTICLE Y. DUTY OF CARE AND LIABILITY OF TRUSTEES
Section 5.1 Duty 01 Ca..: In ....rcising the powelS hereinbelore granted to
!he lrustoeS. \he TrUSloes shall pertorm 011 acts within their luthorrty fol the
elOCiusive purpose d plOViding benolils fol \he Public EmployelS in connec.
tion _ DoIened Compensation Plans Ind Public Empl~ Ttultoes pulSU8nt
III Qualified Plans. end shall perform ouch acts with \he cara. ll<ill. prudance
and diligence in the circumstances then prevailing that 8 prudent person act.
log in 8 like capacity and familiar with such maners would use in the conduct
d an enterprise of . like character and with like aims.
Section 5.2 UeblII1y: The TNst... shollnol be liable follny mistake d judg-
men1 Of other action taken in good faith, and tor 8"i action taken or omitted
in retiance in good taith upon the books allICCOUnt or other records of the
Retirement 'lust, upon the opinion of counsel. or upon reports made to the
Retirement liust by Iny 01 lis officelS, amployalS or Igants or by !he Invest.
ment Advilef or any sub-investmenlldviser, accountants. appraisers or other
experts or consultants selacted with reasonable care by the TN_. officelS
or ampl""", 01 the Retllement TrUSl, The Trust_ shall 1150 not be I,able for
any loss sustained by the Trust Property by reason of any investment made
in good faith and in JICCClf'dBnoe with the _ndard of care set torth in Section 5.'.
Section 5.3 Bond: No Trustee shall be obligated to give any bond Of other
security lor the per10rmance of any of his or her duties hereunder.
ARTICLE VI. ANNUAL REPORT 10 SHAREHOLDERS
Tho _ _ annually oul . \he Public Em~1S Ind Public Employer
_ I wriIIan report d the tro"..ACtiOns rJ the Retirement liusl, irduding ~nan-
ciaI statements which aU be certified by independent public accountants che-
IOn by tho 1iuaIoes,
ARTICLE YII. DURATION OR AMENDMENT OF RETIREMENT TRUST
Section 7.1 WI1tlc1....l: A Public ErnpI<7jor or Public Employer Tru_ may,
aI any time. _draw ~om this Ralirement Trust by delovenng to the Board of
l'ustoeS I wriUan statement 01 withd.-l, In ouch stalement. the PubliC
EmplOf8l' Of Public Emplover Ti'ullee shal1 ecknoMedoe that the Trust Pro~
eft)' allocable to the Public Emp/a)ler is derived from compensation deferred
by amployalS 01 ouch Public Employe< pursuant III lis Deferred Compens8'
tion Plan or "om contributions to the accounts d EmplO)'Ms pursuant to 8
QuaifiOd Plan. ancl_ dasig_1he financial inslitution 10 which such plOpellY
Ihall be transferred by the Trustees 01 the Retirement Trust or by the Trustee
01 \he Employer Trust,
SectIon 7.2 Duration: The Retirement 1Nst shall continue until terminated
by tho YOIe oIa majOrity 01 the Public Em~"" aach casting one lIOIe. Upon
larmination. all 01 the Trust Property shall be paid out 10 the Publ,c EmployelS,
Public Empl~_or!he_oIthe Em~rTNsts. ..appropriate
Iecllon 7.' Amendment: The Retirement lrust may be amended by the lIOIe
01 I majority 01 !he Public EmployelS. aach casting one vote,
SectIon 7.4 Procedure: A resolution to terminate or amend the Retirement
"lust or to ren"ICH8 a1i'ustee IhaIl be submitted to 8 Vl:M 01 the Public Employers
if: ~) . majority 01 the Trustees 80 direct, or; ~i) a petition requesting B vote.
aignad by nolless thin 25% 01 the Public Employers. is submitted to the
lrustoeS,
ARTICLE YIII. MISCELLANEOUS
Section 1.1 Qoftmlng LIw: Except a' otherwise required by state or local
law, this Declaration at Trust and the Retirement Trust hereby created Shall be
construed Ind regulated by the lawS 01 the District 01 Columbia
Section '.2 Counlerpar1a: This Dec:laration may be axecuted by the Publ,c
Employers and Trustees in two or more counterparts. each of which shall be
deemed an original but all d which together shall constitute one and the same
instrument.