Res 05-467
RESOLUTION NO. OS''-!(pt
RESOLUTION FOR ADOPTION OF THE V ANT AGECARE
RETIREMENT HEALTH SAVINGS (RHS) PROGRAM
WHEREAS, the City Council has employees rendering valuable services; and
WHEREAS, the establishment of a Retiree Health Savings Plan for such employees
serves the interests ofthe City of Federal Way by enabling it to provide reasonable security
regarding such employees' health needs during retirement, by providing increased flexibility in
its personnel management system, and by assisting in the attraction and retention of competent
personnel; and
WHEREAS, the City Council has determined that the establishment of the Retiree Health
Savings Plan (the "Plan") meets the above objectives;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
HEREBY RESOLVES AS FOLLOWS:
Section 1. Adoption. The City Council hereby adopts the Plan in the form of the ICMA
Retirement Corporation's VantageCare Retirement Health Savings Plan.
Section 2. Trust. The assets ofthe Plan shall be held in trust, with the City serving as
trustee, for the exclusive benefit of Plan participants and their beneficiaries, and the assets of the
Plan shall not be diverted to any other purpose prior to the satisfaction of all liabilities ofthe
Plan.
Section 3. Coordinator. The Human Resources Manager shall be the coordinator and
contract for the Plan and shall receive necessary reports, notices, etc.
Section 4. Severability. If any section, sentence, clause or phrase of this resolution should
be held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or
unconstitutionality shall not affect the validity or constitutionality of any other section, sentence,
clause or phrase of this resolution.
Section 5. Ratification. Any act consistent with the authority and prior to the effective
date of this resolution is hereby ratified and affirmed.
Section 6. Effective Date. This resolution shall be effective immediately upon passage by
the Federal Way City Council.
DATED this CJOft.... day of ,2005.
ATTEST:
~~klJaJ~
Cn: CLERK, LAURA THAW A Y
APPROVED AS TO FORM:
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CITY ATTORNEY, PATRICIA A. RICHARDSON
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
RESOLUTION NO.:
K/resoJution\Vantagccarc 12.12-05
Dec 12 05 05:15p Kathy Harm 508 752 0767 p.4
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RETAIN BOOKLET
DECLARATION OF TRUST OF THE
INTEGRAL PART TRUST
NAME OF EMPLOYER
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VANTAGECARE RETIREMENT HEALTH SA VINGS PLAN
DECLARATION OF TRUST OF THE
.-.... _,.".n_n ~.~._"
NAME OF EMPLOYER
INTEGRAL PART TRUST
Declaration of Trust made as of the __n____. . _ day of ,_~' 20 ___
by and between the a
i\j"~trT;.~-~- of f mplOyc, S.-i."1h~ _'_nO lypc or"Ent'j-iy'--
(hereinafter referred to as the "Employer") and Name of T(lJ<.;t('j~ or its designee (hereinafter
referred to as the "Trustee").
RECITALS
WHEREAS. the Employer is a political subdivision of the State of State
exempt from federal income tax under the Internal Revenue Code of 1986; and
WHEREAS. the Employer provides for the security and welfare of its eligible employees (here-
inafter referred to as "Participants"). their spouses. Dependents and Beneficiaries by the maintenance of
one or more post-retirement welfare benefit plans. programs or arrangements which provide for life,
sickness. medical. disability. severance and other similar benefits through insurance and self-funded
reimbursement plans (collectively the "Plan"); and
WHEREAS. it is an essential function and integral part of the exempt activities of the Employer
to assist Participants. their Spouses, Dependents and Beneficiaries by making contributions to and accu-
mulating assets in the trust, a segregated fund. for post-retirement welfare benefits under the Plan; and
WHEREAS, the authority to conduct the general operation and administration of the Plan is
vested in the Employer or its designee. who has the authority and shall be subject to the duties with
respect to the trust specified in this Declaration of Trust; and
WHEREAS, the Employer wishes to establish this trust to hold assets and income of the Plan
for the exclusive benefit of Plan Participants. their Spouses. Dependents and Beneficiaries;
NOW. THEREFORE. the parties hereto do hereby establish this trust. by executing the Declara-
tion of Trust of the___ Integral Part Trust (hereinafter referred to
N~1mf:- or t: rnplOYOi"
as the "Trust"). and agree that the following constitute the Declaration of Trust (hereinafter referred to as
the "Declaration"):
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RETAIN BOOKLET
ARTICLE I
Definitions
1_1 Definitions. For the purposes of this Declaration, the following terms shall have the respective
meanings set forth below unless otherwise expressly provided.
(a) "Account" means the individual recordkeeping account maintained under the Plan to record the
interest of a Participant in the Plan in accordance with Section 7.4.
(b) "Administrator" means the Employer or the entity designated by the Employer to carry out admin-
istrative services as are necessary to implement the Plan.
(c) "Beneficiary" means the Spouse and Dependents, or the person or persons designated by the
Participant pursuant to the terms of the Plan, who will receive any benefits payable hereunder in
the event of the Participant's death, A Beneficiary may also designate a beneficiary(ies) to receive
any benefits payable hereunder in the event of the preceding Beneficiary's death, until the satisfac-
tion of all liabilities under the Plan to provide benefits. In the case where thore is no designated
Beneficiary. any amount of contributions, plus accrued earnings thereon, remaining in the Account
must, under the terms of the Plan, be returned to the Trust.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time to time,
(e) "Dependent" means an individual who is a person described in Code Section 152(a).
(t) "Investment Fund" means any separate investment option or vehicle selected by the Employer in
which all or a portion of the Trust assets may be separately invested as herein provided. The
Trustee shall not be required to select any Investment Fund,
(g) "Nonforfeitable Interest" means the interest of the Participant or the Participant's Spouse. Depend-
ent or Beneficiary (whichever is applicable) in the percentage of Participant's Employer's contribu-
tion which has vested pursuant to the vesting schedule specified in the Employer's Plan, A PartiCI-
pant shall, at all times. have a one hundred percent (100%) Nonforfeitable Interest in the Partici-
pant's own contributions.
(h) "Spouse" means the PartiCipant's lawful spouse as determined under the laws of the state in
which the Participant has his primary place of residence,
(i) "Trust" means the trust established by this Declaration.
(j) "Trustee" means the Employer or the person or persons appointed by the Employer to serve in
that capacity.
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VANTAGECARE RETIREMENT HEALTH SAVINGS PI,AN
ARTICLE II
Establishment of Trust
2.1 The Trust is hereby established as of the date set forth above for the excluSive benefit of Partici-
pants, their Spouses, Dependents and Beneficiaries.
ARTICLE III
Construction
3.1 This Trust and its validity, construction and effect shall be governed by the laws of the State of
State
3.2 Pronouns and other similar words used herein in the masculine gender shall be read as the feminine
gender where appropriate. and the singular form of words shall be read as the plural where appropriate.
3,3 If any provision of this Trust shall be held illegal or invalid for any reason, such determination shall
not affect the remaining provisions, and such provisions shall be construed to effectuate the purpose of
this Trust.
ARTICLE IV
Benefits
4.1 Benefits. This Trust may provide benefits to the Participant. the Participant's Spouse, Dependents and
Beneficiary(ies) pursuant to the terms of the Plan,
4,2 Form of Benefits. This Trust may provide benefits by' cash payment. This Trust may reimburse the
Participant, his Spouse, Oependents or Beneficiary(ies) for insurance premiums or other payments ex-
pended for permissible benefits described under the Plan. This trust may reimburse the Employer, or the
Administrator for insurance premiums.
ARTICLE V
General Duties
5.1 It shall be the duty of the Trustee to hold title to assets held in respect of the Plan in the Trustee's name
as directed by the Employer or its designees in writing. The Trustee shall not be under any duty to com-
pute the amount of contributions to be paid by the Employer or to take any steps to collect such amounts
as may be due to be held in trust under the Plan. The Trustee shall not be responsible for the custody,
investment, safekeeping or disposition of any assets comprising the Trust. to the extent such functions are
performed by the Employer or the Administrator. or both.
5,2 It shall be the duty of the Employer, subject to the provisions of the Plan, to pay over to the Adminis-
trator or other person designated hereunder from time to time the Employer's contributions and Partici-
pants' contributions under the Plan and to inform the Trustee in writing as to the identity and value of the
assets titled in the Trustee's name hereunder and to keep accurate books and records with rospect to the
Participants of the Plan_
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ARTICLE VI
Investments
6.1 The Employer may appoint one or more investment managers to manage and control all or part of the
assets of the Trust and the Employer shall notify the Trustee in writing of any such appointment.
6.2 The Trustee shall not have any discretion or authority with regard to the investment of the Trust and
shall act solely as a directed Trustee Of the assets of which it holds title. To the extent directed by the
Employer (or Participants, their Spouses and Dependents, or Beneficiaries to the extent provided herein)
the Trustee is authorized and empowered with the following powers. rights and duties, each of which the
Trustee shall exercise in a nondiscretionary manner:
(a) To cause stocks, bonds, securities, or other investments to be registered in its name as Trustee
or in the name of a nominee, or to take and keep the same unregistered;
(b) To employ such agents and legal counsel as it deems advisable or proper in connection with its
duties and to pay such agents and legal counsel a reasonable fee, The Trustee shall not be
liable for the acts of such agents and counselor for the acts done in good faith and in reliance
upon the advice of such agents and legal counsel, provided it has used reasonable care in
selecting such agents and legal counsel;
(c) To exercise where applicable and appropriate any rights of ownership in any contracts of
insurance in which any part of the Trust may be invested and to pay the premiums thereon;
and
(d) At the direction of the Employer (or Participants, their Spouses, their Dependents, their Benefi-
ciaries, or the investment manager, as the case may be) to sell. write options on. conveyor
transfer. invest and reinvest any part thereof in each and every kind of property, whether real.
personal or mixed, tangible or intangible, whether income or non-income producing and
wherever situated, including but not limited to, time deposits (including time deposits in the
Trustee or its affiliates. or any successor thereto. if the deposits bear a reasonable rate of
interest), shares of common and preferred stock. mortgages. bonds, leases, notes, debentures.
equipment or collateral trust certificates. rights. warrants. convertible or exchangeable securi-
ties and other corporate, individual or government securities or obligations. annuity, retire-
ment or other insurance contracts, mutual funds (including funds for which the Trustee or its
affiliates serve as investment advisor, custodian or in a similar or related capacity). or in units
of any other common. collective or comminglod trust fund_
6.3 Notwithstanding anything to the contrary herein, the assets of the Plan shall be held by the Trustee as
title holder only, Persons holding custody or possession of assets titled to the Trust shall include the
Employer. the Administrator, the investment manager, and any agents and subagents, but not the Trustee.
The Trustee shall not be responsible or liable for any loss or expense which may arise from or result from
compliance with any direction from the Employer. the Administrator. the investment manager, or such
agents to take title to any assets nor shall the Trustee be responsible or liable for any loss or expense
which may result from the Trustee's refusal or failure to comply with any direction to hold title. except if
the same shall involve or result from the Trustee's negligence or intentional misconduct, The Trustee may
refuse to comply with any direction from the Employer, the Administrator, the investment manager, or
such agents in the event that the Trustee. in its sole and absolute discretion, deems such direction illegal.
6.4 The Employer hereby indemnifies and holds the Trustee harmless from any and all actions, claims,
demands, liabilities, losses. damages or reasonable expenses of whatsoever kind and nature in connection
with or arising out of (i) any action taken or omitted in good faith by the Trustee in accordance with the
directions Of the Employer or its agents and subagents hereunder, or (ii) any disbursements of any part of
the Trust made by the Trustee in accordance with the directions of the Employer, or (iil) any action taken
by or omitted in good faith by the Trustee with respect to an rnvestment managed by an investment
manager in accordance with any direction of the investment manager or any inaction with respect to any
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VANTAGECARE RETIREMENT HEALTH SAVINGS PLAN
such investment in the absence of directions from the investment manager. Notwithstanding anything to
the contrary herein, the Employer shall have no responsibility to the Trustee under the foregoing indemni-
fication if the Trustee fails negligently, intentionally or recklessly to perform any of the duties undertaken
by it under the provisions of this Trust,
6,5 Notwithstanding anything to the contrary herein, the Employer or, if 'iO designated by the Employer,
the Administrator and the investment manager or another agent of the Employer. will be responsible for
valuing all assets so acquired for all purposes of the Trust and of holding. investing, trading and disposing
of the same, The Employer will indemnify and hold the Trustee harmless against any and all claims,
actions, demands, liabilities. losses. damages. or expenses of whatsoever kind and nature. which arise
from or are related to any use of such valuation by the Trustee or holding, trading, or disposition of such
assets.
6.6 The Trustee shall and hereby does indemnify and hold harmless the Employer from any and all ac-
tions, claims, demands, liabilities. losses, damages and reasonable expenses of whatsoever kind and
nature in connection with or arising out of (a) the Trustee's failure to follow the directions of the Employer,
the Administrator, the investment manager, or agents thereof, except as permitted by the last sentence of
Section 6.3 above; (b) any disbursements made without the direction of the Employer, the Administrator,
the investment manager or agents thereof; and (c) the Trustee's negligence, willful misconduct, or reck.
lessness with respect to the Trustee's duties under this Declaration,
ARTICLE VII
Contri butions
7.1 Employer Contributions. The Employer shall contribute to the Trust such amounts as specified in the
Plan or by resolution,
7.2 Participant Contributions, If specified in the Plan, each Participant may make voluntary after-lax
contributions. Under no circumstances shall Participant Contributions exceed an insubstantial amount.
These contributions shall be collected by the Employer and remitted to the Trust for deposit at such time
or times as required under the terms of the Plan.
7.3 Accrued Leave. Contributions up to an amount equal to the value of accrued sick leave. vacation
leave, or other type of accrued leave. as permitted under the Plan, The Employer's Plan must provide a
formula for determining the value of the Participant's contribution of accrued leave. The Employer's Plan
must contain a forfeiture provision that will prevent Participants from receiving the accrued leave in cash
in lieu of a contribution to the Trust.
7.4 Accounts. Employer contributions, Participant contributions, and contributions of accrued leave. all
investment income and realized and unrealized gains and losses, and forfeitures allocable thereto will be
deposited into an Account in the name of the Participant for the exclusive benefit of the Participant, his
Spouse, Dependents and Beneficiaries. The assets in each Participant's Account may be invested in
Investment Funds as directed by the Participant (or, after the Participant's death, by the Spouse,
Dependents or Beneficiaries) from among the Investment Funds selected by the Employer.
7.5 Receipt of Contributions. The Employer or, if so deSignated by the Employer, the Administrator or
investment manager or another agent of the Employer, shall receive all contributions paid or delivered to
it hereunder and shall hold, invest, reinvest and administer such contributions pursuant to this Declara~
tion, without distinction between principal and income. The Trustee shall not be responsible for the
calculation or collection of any contribution under the Plan, but shall hold title to property received in
respect of the Plan in the Trustee's name as directed by the Employer or its designee pursuant to this
Declaration.
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RETAIN BOOKLET
7.6 No amount in any Account maintained under this Trust shall be subject to transfer, assignment or
alienation, whether voluntary or involuntary. in favor of any creditor, transferee, or assignee of the Em-
ployer, the Trustee, any Participant, his Spouse, Oependent, or Beneficiaries,
7.7 Upon the satisfaction of all liabilities under the Plan to provide such benefits, any amount of Employer
contributions. plus accrued earnings thereon, remaining in such separate Accounts must, under the terms
of the Plan, be returned to the Employer.
ARTICLE VIII
Other Plans
If the Employer hereafter adopts one or more other plans providing life, sickness, accident, medical.
disability, severance, or other benefits and designates the Trust hereby created as part of such other plan,
the Employer or. if so designated by the Employer, the Administrator or an investment manager or an-
other agent of the Employer shall, subject to the terms of this Declaration, accept and hold hereunder
contributions to such other plans. In that event (a) the Employer or. if so designated by the Employer, the
Administrator or an investment manager or another agent of the Employer, may commingle for invest-
ment purposes the contributions received under such other plan or plans with the contributions previously
received by the Trust, but the books and records of the Employer or, if so designated by the Employer, the
Administrator or an investment manager or another agent of the Employer, shall at all times show the
portion of the Trust Fund allocable to each plan; (b) the term "Plan" as used herein shall be deemed to
refer separately to each other plan; and (c) the term "Employer" as used herein shall be deemed to refer to
the person or group of persons which have been designated by the terms of such other plans as having
the authority to control and manage the operation and administration of such other plan.
ARTICLE IX
Disbursements and Expenses
9.1 The Employer or its designee shall make such payments from the Trust at such time to such persons
and in such amounts as shall be authorized by the provisions of the Plan provided, however, that no
payment shall be made, either during the existence of or upon the discontinuance of the Plan (subject to
Section 7,7). which would cause any part of the Trust to be used for or diverted to purposes other than the
exclusive benefit of the Participants. their Spouses and Dependents, and Beneficiaries pursuant to the
provisions of the Plan.
9.2 All payments of benefits under the Plan shall be made exclusively from the assets of the Accounts of
the Participants to whom or to whose Spouse. Dependents, or Beneficiaries such payments are to be
made. and no person shall be entitled to look to any other source for such payments,
9,3 The Employer, Trustee and Administrator may be reimbursed for expenses reasonably incurred by
them in the administration of the Trust. All such expenses, including, without limitation, reasonable fees
of accountants and legal counsel to the extent not otherwise reimbursed. shall constitute a charge against
and shall be paid from the Trust upon the direction of the Employer.
ARTICLE X
Accounting
10.1 The Trustee shall not be required to keep accounts of the investments, receipts, disbursements, and
other transactions of the Trust. except as necessary to perform its title.holding function hereunder. All
accounts. books, and records relating thereto shall be maintained by the Employer or its designee.
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VANTACECARE RETIREMENT HEALTH SAVINGS PLAN
10.2 As promptly as possible following the close of each year, the Trustee shall file with the Employer a
written account setting forth assets titled to the Trust as reported to the Trustee by the Employer or its
designee.
ARTICLE XI
Miscellaneous Provisions
11.1 Neither the Trustee nor any affiliate thereof shall be required to give any bond or to qualify before, be
appointed by, or account to any court of law in the exercise of its powers hereunder.
11.2 No person transferring title or receiving a transfer of title from the Trustee shall be obligated to look
to the propriety of the acts of the Trustee in connection therewith_
11.3 The Employer may engage the Trustee as its agent in the performance of any duties required of the
Employer under the Plan, but such agency shall not be deemed to increase the re:;ponsibiJity or liability of
the Trustee under this Declaration.
11.4 The Employer :;hall have the right at all reasonable times during the term of this Declaration and for
three (3) years after the termination of this Declaration to examine, audit. inspect, review. extract informa-
tion from, and copy all books. records, accounts, and other documents of the Trustee relating to this
Declaration and the Trustees' performance hereunder.
ARTICLE XII
Amendment and Termination
12.1 The Employer reserves the right to alter, amend, or (subject to Section 9.1) terminate this Declaration
at any time for any reason without the consent of the Trustee or any other person, provided that no
amendment affecting the rights. duties, or responsibilities of the Trustee shall be adopted without the
execution of the Trustee to the amendment. Any such amendment shall become effective as of the date
provided in the amendment, if requiring the Trustee's execution. or on delivery of the amendment to the
Trustee, if the Trustee's execution is not required.
12.2 Upon termination of this Declaration and upon the satisfaction of all liabilities under the Plan to
provide such benefits, any amount of Employer contributions, plus accrued earnings thereon, remaining
in such separate Accounts must, under the terms of the Plan, be returned to the Employer.
ARTICLE XIII
Successor Trustees
13.1 The Employer reserves the right to discharge the Trustee for any or no reason, at any time by giving
ninety (90) days' advance written notice,
13,2 The Trustee reserves the right to resign at any time by giving ninety (90) days' advance written notice
to the Employer.
13.3 In the event of discharge or resignation of the Trustee, the Employer may appoint a successor Trus-
tee who shall succeed to all rights, duties, and responsibilities of the former Trustee under this Declara-
tion, and the terminated Trustee shall be deemed discharged of all duties under this Declaration and
responsibilities for the Trust.
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RETAIN BOOKLET
ARTICLE XIV
Limited Effect of Plan and Trust
Neither the establishment of the Plan and the Trust or any modification thereof, the creation of any fund or
account, nor the payment of any benefits, shall be construed as giving to any person covered under the
Plan or other person any legal or equitable right against the Trustee, the Administrator, the Employer or
any officer or employee thereof, except as may otherwise be expre:;sly provided in the Plan or in this
Declaration.
ARTICLE XV
Protective Clause
Neither the Administrator, the Employer. nor the Trustee shall be responsible for the validity of any con-
tract of insurance or other arrangement maintained in connection with the Plan, or for the failure on the
part of the insurer or provider to make payments provided by such contract, or for the action of any per-
son which may delay payment or render a contract void or unenforceable in whole or in part.
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