HomeMy WebLinkAboutReso 26-2016 RESOLUTION NO. 26-2016
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION APPROVING THE TRANSFER OF THE
MEDICAL AFTER RETIREMENT ACCOUNT (MARA) PLAN
FROM ICMA—RETIREMENT CORPORATION TO GENESIS
EMPLOYEE BENEFITS AS SUCCESSOR TRUSTEE AND
TERMINATING THE CITY OF SOUTH SAN FRANCISCO
ICMA RETIREMENT CORPORATION'S VANTAGECARE
RETIREMENT HEALTH SAVINGS PROGRAM.
WHEREAS, City of South San Francisco, (hereinafter referred to as the
"Employer") has established one or more welfare benefit plans to provide for the security and
welfare of its eligible employees (hereinafter referred to as "Participants"), their spouses and
dependents through payment for life, sickness, medical, disability and other similar benefits
through insurance and self-funded reimbursement plans (collectively, the "Plan");
WHEREAS, the Employer and ICMA Retirement Corporation's VantageCare
Retirement Health Savings (RHS) Program (hereinafter referred to as the "Trustee") have
entered into a Declaration of Trust dated July 1, 2005 (hereinafter referred to as the "Trust") to
hold assets and income of the Plan for the exclusive benefit of Participants, their spouses and
dependents;
WHEREAS, establishing the Trust is an essential function and integral part of the
exempt activities of the Employer to assist Participants, their spouses and dependents by making
contributions to and accumulating assets in the Trust for post-retirement welfare benefits under
the Plan;
WHEREAS, under the Trust, the Employer reserves the right to alter, amend or
terminate the Trust, provided that no payment upon such action would cause any part of the
Trust to be used for or diverted to purposes other than the exclusive benefit of Participants, their
spouses and dependents pursuant to the provisions of the Plan;
WHEREAS, Employer desires to terminate the Trust and transfer the assets of the
Trust to a new successor trust and appoint a successor trustee; and;
WHEREAS, in order to terminate the Trust, the Trustee requires the Employer to
approve the attached "Transfer and Termination Resolution of the City of South San Francisco
ICMA Retirement Corporation's VantageCare Retirement Health Savings Program" attached
hereto and incorporated herein, as Exhibit A; and,
WHEREAS, Employer desires to appoint Genesis Employee Benefits, Inc.
("Genesis") as a successor trustee.
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of
South San Francisco hereby takes the following actions:
1. Approves the "Transfer and Termination Resolution of the City of South San
Francisco ICMA Retirement Corporation's VantageCare Retirement Health
Savings Program" attached hereto and incorporated herein, as Exhibit A, and
2. Appoints Genesis Employee Benefits, Inc. as the successor trustee.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the City Council of the City of South San Francisco at a regular meeting held on the 24th day of
February, 2016 by the following vote:
AYES: Councilmembers Karyl Matsumoto, Richard A. Garbarino, and Liza Normandy
Vice Mayor Pradeep Gupta and Mayor Mark N. Addiego
NOES: None
ABSTAIN: None
ABSENT: None
ATT. T: —odd" ,,frAk
. st�� i all'SF)/Clerk
EXHIBIT A
TRANSFER AND TERMINATION RESOLUTION OF THE CITY OF SOUTH SAN
FRANCISCO ICMA RETIREMENT CORPORATION'S VANTAGECARE
RETIREMENT HEALTH SAVINGS PROGRAM
ARTICLE I—Definitions
For purposes of this Transfer and Termination Resolution, capitalized terms shall have the
meanings set forth in the Declaration of Trust unless otherwise expressly provided.
ARTICLE II—Transfer to Successor Trust
2.1 The Employer hereby directs the Trustee to transfer all Trust assets to a successor trustee
("Successor Trustee"). The Successor Trustee may be the same person or persons as the
Trustee. Such transfer shall occur as soon as practicable after the date of adoption of this
Transfer and Termination Resolution, but no earlier than the date the Employer, Trustee,
and/or Administrator have made a proper accounting of all Trust assets held in the
Accounts.
2.2 The transferred assets shall be held in a successor trust which has been established
between the Employer and the Successor Trustee (the "Successor Trust"). The
Employer agrees that the Successor Trust provides:
(a) The assets of the Successor Trust shall be held for the exclusive benefit of
Participants, their Spouses and Dependents.
(b) The Successor Trust will establish an account in the name of each Participant and
the assets held in each Participant's Account under this Trust shall be transferred
to the account for such Participant in the Successor Trust for the exclusive benefit
of the Participant, his Spouse, and Dependents.
(c) No amount held in such account for a Participant will be subject to transfer,
assignment, or alienation, whether voluntary or involuntary, in favor of any
creditor, transferee or assignee of the Employer, the Trustee, the Successor
Trustee, or any Participant or Beneficiary.
(d) Upon termination of such Successor Trust and upon satisfaction of all liabilities
under the Plan to provide Plan benefits, any amount of Employer contributions,
and earnings thereon, remaining in such accounts must,under the terms of the
Plan,be returned to the Employer.
2.3 The Successor Trustee has been duly appointed by the Employer and agrees to accept
such transfer of assets and to hold title to the Trust assets pursuant to the Successor Trust.
ARTICLE III—Duties of Trustee
3.1 In accordance with Section 6.4 of the Declaration of Trust, 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 direction of the Employer or its agents and subagents
pursuant to this Transfer and Termination Resolution or(ii) any disbursements of any
part of the Trust made by the Trustee to the Successor Trustee in accordance with such
directions. The foregoing shall not be viewed as amending or altering any other
indemnification provided by the Employer, Administrator, or Trustee under the
Declaration of Trust, which shall continue and be in full force after termination of the
Trust.
3.2 Upon termination of the Trust as provided in Article IV, the Trustee shall be deemed
discharged of all duties and responsibilities under the Declaration of Trust.
ARTICLE IV—Termination of Trust
The Trust is terminated, effective as of the later of the date that all parties hereto have executed
this Transfer and Termination Resolution or the date that all assets have been distributed to the
Successor Trust.
ARTICLE V—Limited Effect
Neither the modification and termination of the Trust hereunder nor the establishment of the
Successor Trust shall be construed as giving any person covered under the Plan or other person
any legal or equitable right against the Trustee, the Successor Trustee, the Administrator, the
Employer, or any officer or employee thereof, except as may be expressly provided in the Plan.
2606668.1