Town of Greenwich, CT - Explanatory Comments for October 2007 RTM Meeting

WHEREAS, the Policy of the Town of Greenwich requires that the Board of Estimate and Taxation shall annually make and file in the Office of the Town Clerk a Detailed Statement of the Appropriations, with its reasons for said Appropriations which it deems necessary to meet the expenses and to conduct the affairs of the Community Development Block Grant Program of the Town of Greenwich for the ensuing Fiscal Year, that is to say, for the Year January 1, 2008 to December 31, 2008 inclusive; and

WHEREAS, the said Board has so filed in the Office of Town Clerk a Detailed Statement of such Appropriations contained in a document designated as the Community Development Block Grant Proposed Action Plan, January 1, 2008 – December 31, 2008 pages 3 through 5, pages 36 through 83 and pages 131 through 133, it will also forward a copy of this resolution indicating approval of the Community Development Block Grant Plan and Budget for the Fiscal Year January 1, 2008 – December 31, 2008 by the Board of Estimate and Taxation; and

WHEREAS, the said Policy provides that the Board of Estimate and Taxation shall submit proposed Appropriations and make such Appropriations as may appear advisable, except that no Appropriations shall be made exceeding an amount for the same purpose recommended by the said Board; and

WHEREAS, said Community Development Block Grant Proposed Budget and Expenditure History – 2008 was forwarded to the members of the Representative Town Meeting on or about September 4, 2007 for action by the Representative Town Meeting at its Meeting to be held October 22^nd 2007.

NOW, THEREFORE, BE IT RESOLVED, that the recommendations of the Board of Estimate and Taxation as contained in the said Community Development Block Grant Proposed Budget and Expenditure History – 2008 filed, as stated, in the Office of the Town Clerk and submitted at the meeting of the Representative Town Meeting be and the same hereby are approved as the Appropriations for the ensuing Calendar Year 2008, except that the following items shall be decreased or omitted as follows:

FURTHER RESOLVED, that the Appropriations of $1,005,052 (+/-), set forth, are hereby approved, made and adopted for the Fiscal Year January 1, 2008 to December 2008, inclusive and conditioned on the U. S. Department of Housing and Urban Development approval of the projected entitlement of approximately $950,000 (+/-), reprogrammed funds of $16,334 (2007 Contingency) and the receipt of an annual incremental loan repayment of $38,718,

FURTHER RESOLVED, that in the event the entitlement amount should be more than anticipated, the additional funds will be appropriated to a contingency line item, or if either the entitlement is less than the projected $950,000 or the loan repayment is less than the $38,718, the priority for funding, after the staff salaries, will be based on an equal percentage reduction of the activities listed in the “CDBG Proposals – First Selectman’s Recommendation For Funding Year 2008”; and

FURTHER RESOLVED, that the First Selectman, under the provisions of Title 8 of the Connecticut General Statues, Chapter 130, Part VI, Community Development and Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383, as amended (42 U.S.C. §5301 et seq.); the Department of Housing and Urban Development Act, as amended (42 U.S.C. §3531 et seq.), be hereby authorized to accept grants for the purpose of carrying out an approved Community Development Block Grant Program for the Town of Greenwich; and

RESOLVED, that the Representative Town Meeting does hereby approve and adopt the Community Development Block Grant Proposed CDBG Action Plan January 1, 2008 – December 31, 2008, for the Town of Greenwich, Connecticut as on file in the Office of the Town Clerk, and as it may be modified by adoption of the Resolution of the Board of Estimate and Taxation; and that the Representative Town Meeting does hereby authorize the First Selectman to prepare the Final Action Plan, January 1, 2008 – December 31, 2008, for the Town of Greenwich and to apply for and accept funds for the purpose of carrying out housing and community development programs, as approved for fiscal year 2008 (January 1, 2008 – December 31, 2008); and

RESOLVED, that in approving and adopting said Community Development Block Grant Proposed Action Plan, January 1, 2008 – December 31, 2008, to become the Final Plan, the Representative Town Meeting finds and determines that by following the plan, the Community Development Block Grant program will be conducted and administered in compliance with Title 8 of the Connecticut General Statutes, Chapter 130, Part VI, Community Development and Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended (42 U.S.C 5301 et seq.); of the Department of Housing and Urban Development Act, as amended (42 U.S.C 3531 et seq.)

FURTHER RESOLVED, that the First Selectman, under the provisions of Title 8 of the Connecticut General Statutes, Chapter 130 Part VI, Community Development and Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended (42 U.S.C. §5301, et seq.); of the Department of Housing and Urban Development Act, as amended (42 U.S.C. §3531, et seq.), be hereby authorized to accept grants for the purpose of carrying out an approved Community Development Block Grant program for the Town of Greenwich.

Authorization is requested for the First Selectman to apply to HUD for funds for the purposes and amounts identified in the Proposed CDBG Action Plan (January 1, 2008 – December 31, 2008). The Housing and Community Development Act of 1974, and subsequent amendments, is an act of Congress to return tax revenues to local communities from the Department of Housing and Urban Development (HUD) to address the needs established by the local communities, with an emphasis on neighborhoods, decent housing and suitable living environments; and expanding economic opportunities for persons of low- and moderate-incomes. Communities eligible to apply for the Community Development Block Grant (CDBG) entitlement, are required to prepare an Annual One-Year Action Plan for Housing and Community Development Programs, which acts as the funding application and a Consolidated Plan (3 years or more) for all Community Development Programs. The RTM in October 2004, acted on the current 5-Year Consolidated Plan (January 1, 2005 – December 31, 2009) for Greenwich.

The Town of Greenwich, from 1975 thru 2007, has received $28,750,338 in CDBG funds. If adopted by the RTM, the “Proposed” Action Plan (January 1, 2008 – December 31, 2008) becomes “Final” and the document is then submitted to HUD for approval (within 45 days of submission). Under these Resolutions, the RTM is asked to hold a public hearing to consider and act on the Community Development Block Grant Proposed Action Plan (January 1, 2008 – December 31, 2008).

The Board of Estimate and Taxation’s (BET) Resolution, adopted at its public hearing on September 18^th 2007, requests action on the 2008 CDBG budget as identified in the Action Plan as the “Community Development Block Grant CDBG Proposed Budget and Expenditure History 2008” (pages 131-133). Such document have been prepared to coincide with the RTM action on the Proposed Action Plan (January 1, 2008 – December 31, 2008).

The RTM has historically combined both Resolutions for action. The amount of the year 2008 CDBG entitlement for the Town of Greenwich from HUD is anticipated at $950,000 (+/-) plus $16,334 of reprogrammed funds (2007 Contingency fund) and $38,718 as annual loan repayments for a total of $1,005,052. Statutorily, no more than 15% of the entitlement can be allocated for Public Service activities, and no more than 20% of the entitlement plus program income can be allocated for administrative and planning costs. The Proposed 2008 Action Plan was developed so that the Town of Greenwich may or may not choose to apply for future CDBG entitlements. Per HUD requirements, the “Plan” has been developed with maximum citizen participation, including submission to various Town agencies, non-profit housing and social service agencies, local libraries and media for review and comment. The attachment is the certifications, which acts as the Agreement between the Town of Greenwich and the US Department of Housing and Urban Development. Copies of the Community Development Block Grant Action Plan (January 1, 2008 – December 31, 2008) were mailed (under separate cover) to all RTM members on or about August 30^th 2007, providing (at a minimum) a 45 day review period.

Affirmatively Further Fair Housing - The jurisdiction will affirmatively further fair housing, which means it will conduct an analysis of impediments to fair housing choice within the jurisdiction, take appropriate actions to overcome the effects of any impediments identified through that analysis, and maintain records reflecting that analysis and actions in this regard.

Anti-displacement and Relocation Plan - It will comply with the acquisition and relocation requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and implementing regulations at 49 CFR 24; and it has in effect and is following a residential anti-displacement and relocation assistance plan required under section 104(d) of the Housing and Community Development Act of 1974, as amended, in connection with any activity assisted with funding under the CDBG or HOME programs.

1. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition.

5. Notifying the agency in writing, within ten calendar days after receiving notice under subparagraph 4(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant;

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and

3. It will require that the language of paragraph 1 and 2 of this anti-lobbying certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.

Authority of Jurisdiction - The consolidated plan is authorized under State and local law (as applicable and the jurisdiction possesses the legal authority to carry out the programs for which it is seeking funding, in accordance with applicable HUD regulations.

Community Development Plan -- Its consolidated housing and community development plan identifies community development and housing needs and specifies both short-term and long-term community development objectives that provide decent housing, expand economic opportunities primarily for persons of low and moderate income. (See CFR 24 570.2 and CFR 24 part 570).

1. Maximum Feasible Priority. With respect to activities expected to be assisted with CDBG funds, it certifies that it has developed its Action Plan so as to give maximum feasible priority to activities which benefit low and moderate income families or aid in the prevention or elimination of slums or blight. The Action Plan may also include activities which the grantee certifies are designed to meet other community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other financial resources are not available);

2. Overall Benefit. The aggregate use of CDBG funds including section 108 guaranteed loans during program year(s) 2008 (a period specified by the grantee consisting of one, two, or three specific consecutive program years), shall principally benefit persons of low and moderate income in a manner that ensures that at least 70 percent of the amount is expended for activities that benefit such persons during the designated period;

3. Special Assessments. It will not attempt to recover any capital costs of public improvements assisted with CDBG funds including Section 108 loan guaranteed funds by assessing any amount against properties owned and occupied by persons of low and moderate income, including any fee charged or assessment made as a condition of obtaining access to such public improvements. However, if CDBG funds are used to pay the proportion of a fee or assessment that relates to the capital costs of public improvements (assisted in part with CDBG funds) financed from other revenue sources, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than CDBG funds.

The jurisdiction will not attempt to recover any capital costs of public improvements assisted with CDBG funds, including Section 108, unless CDBG funds are used to pay the proportion of fee or assessment attributable to the capital costs of public improvements financed from other revenue sources. In this case, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than CDBG funds. Also, in the case of properties owned and occupied by moderate-income (not low-income) families, an assessment or charge may be made against the property for public improvements financed by a source other than CDBG funds if the jurisdiction certifies that it lacks CDBG funds to cover the assessment.

RESOLVED, that the sum of $143,943 is hereby appropriated to Account~59560 for the purpose of Person-Centered Satellite Dining, said appropriation to come from the elimination of the Witherell Channel item in the amount of $150,000 previously approved for expenditure from that account.

Person-Centered Satellite Dining is an enhanced quality of life dining program utilized in many skilled nursing facilities and designed for Witherell by Witherell staff and staff from our dining services management firm in which satellite kitchenettes adjacent to the dining rooms on each of our 5 residential floors will be converted by introducing the proper equipment to create a decentralized assembly and serving area on each floor. The main kitchen will also be equipped with state of the art holding equipment so that bulk prepared food can be properly held before transit to the satellite kitchenettes. Once the food arrives at the kitchenettes it will be held in energy efficient, safer and more effective thermal shelves that will keep the food at proper temperature and consistency until each resident on the floor is ready to eat and served. The major difference in this program in addition to eliminating the existing tray line service is that the food will not be plated until the resident is ready to eat. Mealtimes will be expanded in length with dining staff permanently assigned to each floor. This change is a significant step towards a more homelike experience for our residents as freshly prepared meals can be delivered upon request within a 90-minute window at controlled hot or cold temperatures.

In May 2007, the RTM approved a capital budget for 2007/2008 of $580,000 for The Nathaniel Witherell (“TNW”) comprised of 8 different items. That budget was prepared in August 2006 and submitted to the Finance Department in September 2006 more than 12 months ago. It should not be surprising that TNW’s priorities have changed during the year that has elapsed. Unlike most other Town Departments, TNW operates 24/7, 365 days a year in a business with constantly changing dynamics. The non-institutional quality of our residents’ lives is an important priority.

TNW’s Resident Council has previously complained about food temperatures at the time of delivery to residents. Coincidentally, the August 2007 audit by the State’s Health Department confirmed the necessity of corrective action by identifying plated food temperature controls as a deficiency in TNW operations. Repeated violations run the risk of fines and possibly more serious penalties. Implementation of this proposal also presents an opportunity for immediate financial savings in reduced daily operating costs.

GCTV has been operating with a limited budget, with funding coming from the Office of the Selectmen (under $20,000 in 2008) and modest grants (approximately $5,000) from Cablevision, the local cable franchisee. Our research has confirmed that the community channels operated by neighboring towns, such as Rye, Larchmont-Mamaroneck and White Plains, have operating budgets in the low-to-mid six-figures, which include a small number of paid staff members.

The timing of GCTV's renewed initiative was such that an operating budget for the 2008 fiscal year could not be prepared in time to meet town-planning guidelines. In addition, although plans to establish 501c3 not-for-profit status for the channel are underway, it is unlikely that any significant fundraising will take place before the end of the calendar year.

Accordingly, a full ramp-up of channel 79 will wait until this time next year. In the meantime, however, an important foundation can be laid and new services can be initiated. We can build on our existing core service of town meeting telecasts by focusing on expanded program development, volunteer training and the improvement of technical equipment. With an interim budget appropriation for the items specified below, channel 79 will be able to more consistently provide the kind of television service that meets the high expectations of the Greenwich community.

One part-time (20 hours per week) staff member who will be an employee of the Friends of Greenwich Community Television, a 501c3 entity that is in the process of incorporation. Fund-raising by the Friends will not begin until the first quarter of 2008 and will have a ramp-up period, so this position needs to be funded by other means for the first year.

The position will be responsible for the hands-on work of building a more robust program service, including program acquisition, original program development, creation of monthly program schedules and program inventory management. In addition, this jack-of-all-trades position will provide basic GCTV administrative services and liaison with town government.

A PC based editing system, including a MacPro computer, monitors, 'Studio Six' software and DVD writers, to be installed in the GCTV office. Currently, programs are edited on the personal equipment of GCTV volunteers, in their homes, which will not allow us to take full advantage of the new automation and scheduling equipment that has just been purchased (via a line item approved in the new town budget). $8,000

A one-time professional engineering assessment of GCTV technical facilities and a plan for their future expansion, including more comprehensive broadband (web based) distribution of GCTV programming. This independent, third-party report will also evaluate GCTV's interface with other town communication facilities, including the IT department and the Board of Education. Funding this assessment now will allow us to prepare a well-researched and supported budget request for the 2009 fiscal year.

WHEREAS, the Town of Greenwich (the "Town") desires to establish and fund a trust (the "Trust") to hold assets to be used to pay non-pension post-employment benefits (also known as "other post-employment benefits" or "OPEB") to eligible retirees and their beneficiaries in accordance with the provisions of Section 7-450 of the General Statutes of Connecticut, Revision of 1958, as amended; and

WHEREAS, the Town intends that the Trust be exempt from tax under Section 115 of the Internal Revenue Code of 1986, as amended, as a trust utilized in the exercise of an essential governmental function, and that the Town Treasurer will have custody of the Trust assets pursuant to the terms of the Town of Greenwich Other Post-Employment Benefits Trust Agreement; and

That the Town of Greenwich, in accordance with the provisions of Section 7-450(b) of the General Statutes of Connecticut as amended by Section 6 of Public Act No. 06-79 (Feb. 2006 Sess.) of the Connecticut General Assembly, hereby establishes and adopts the "Town of Greenwich Other Post-Employment Benefits Trust" (the "Trust") to hold assets that are set aside for the payment of other post-employment benefits, such trust to be administered and operated in accordance with the provisions of Governmental Accounting Standards Board Statement No. 43 and No. 45, as the same may be amended or superceded, and pursuant to the terms of the "Town of Greenwich Other Post-Employment Benefits Trust Agreement", substantially in the form as presented at the Representative Town Meeting and as filed with the minutes thereof in the Office of the Town Clerk.

That the Town of Greenwich, in accordance with the provisions of Section 7-403a(e) of the General Statutes of Connecticut as amended by Section 3 of Public Act No. 06-79 (Feb. 2006 Sess.) of the Connecticut General Assembly, hereby transfers the assets held in the reserve fund for other post-employment benefits to the Trust, subject to the final approval of the Board of Estimate and Taxation as to the timing and amount to be so transferred.

3. That immediately upon the enactment of this ordinance, there shall be established the OPEB Board as provided for in Connecticut General Statutes §7-450(b) for the management and investment of the Trust. The OPEB Board shall consist of three (3) members who shall be appointed by the Board of Estimate and Taxation, one to serve a term expiring June 30, 2009, one to serve a term expiring June 30, 2010 and one to serve a term expiring June 30, 2011. Thereafter, all terms shall be for three (3) years. Annually, the Board of Estimate and Taxation shall designate one member of the OPEB Board as chair of said board effective as of July 1st. The members of said OPEB Board shall be residents of the Town of Greenwich and shall receive no compensation for serving. The Comptroller for the Town of Greenwich shall serve as an ex officio member of the OPEB Board.

Pursuant to Connecticut State Statute 7-403a and upon a recommendation of First Selectman Richard Bergstresser, the Board of Estimate and Taxation created a “Loss and Retiree Benefits Reserve Fund” at their February 19, 2002 meeting. This was further approved by the Representative Town Meeting at their March 2002 meeting.

The purpose of the “reserve fund” was for use only for employee retirement benefits and expenses, including retiree health and life benefits as provided in State Statute 7-430a. The following benefits and restrictions were attributed to the creation of the reserve fund, at that time:

In the summer of 2004, the Governmental Accounting Standards Board (“GASB”) issued Statements No. 43 and No. 45. GASB began reviewing “other post-employment benefits” (OPEB) due to a growing concern of the potential magnitude of future employer obligations. GASB rules 43 and 45 are designed to better measure and report OPEB liabilities. These statements require municipal governments to account for OPEB in a manner similar to that of pension benefits. The new requirements will significantly impact the balance sheets of many municipalities. Other-post employment benefits (OPEB) typically consist of healthcare and life insurance benefits for retirees.

The Board of Estimate and Taxation, in recognition of the need to implement and comply with these pronouncements, created an Ad-Hoc Committee of the B.E.T. regarding the OPEB Fund on June 20, 2005. The B.E.T. with assistance from The First Selectman’s Office, Law Department, Finance Department and the legal firm of Shipman and Goodwin met on a number of occasions over the last two years to review and make recommendations on categories covering reconciliation, cash flow/liquidity, investment and governance. The ultimate goal of the Ad-Hoc Committee being to make a recommendation to the full B.E.T. and R.T.M. to create a Trust Fund with oversight and management by three OPEB Board Members, who would invest and manage the funds.

1. The OPEB assets within a Trust are protected legally. They are dedicated solely to provide benefits to retirees. They cannot be used for other Town uses, they cannot be invaded, they are protected legally from creditors of the Town, and they are an exclusive benefit.

2. The assets within the Trust can be invested with greater flexibility. They are subject to the Prudent Man Rule, and, therefore, the Town has the ability to realize investment performance results similar to the capital markets. The Plan Assets could be invested with a more favorable, and (considering the fundamentals involved) appropriate investment allocation then that allowed by the existing Reserve Fund

The Plan Assets are under the stewardship of a legally separate entity (OPEB Board) that would be appointed by the Board of Estimate and Taxation for a number of staggered terms. The first term to end June 30, 2009, the second to end June 30, 2010, and the third to end June 30, 2011. Each successor term will be for three years.

In conclusion, the attached resolution and trust agreement is asking the B.E.T. and R.T.M. to vote on and approve the creation of an OPEB Trust Fund. Upon creation, the existing assets of approximately $20,000,000 would be transferred from an existing Reserve Fund to the Trust. This transfer is an accounting (paper) transaction and the funds would not be physically moved from one account to another. In addition, it would be a requirement of the B.E.T. to initially appoint three citizens of the Town of Greenwich to the OPEB Board, with the responsibility of managing and investing the assets of the Trust. Upon expiration of each term, which will be staggered, the B.E.T. will reappoint or select a new successor to the OPEB Board for three-year terms.

WHEREAS, pursuant to collective bargaining agreements, as amended from time-to-time, the Town of Greenwich (the “Town”) and the Board of Education have established one or more plans that provide for certain post-employment benefits, including retiree medical benefits, but excluding pension benefits (collectively “OPEB Benefits”) for certain groups of employees and retirees of the Town and the Board of Education, their spouses and dependents (collectively “Retirees”) which are named in Exhibit A as amended from time to time (collectively the “Plan”);

WHEREAS, the Town has adopted an ordinance pursuant to the Connecticut General Statutes Section 7-450 to establish a trust to hold and invest Plan assets and an Other Post-Employment Benefits Board (the “OPEB Board”) to oversee the investment of such assets (the “Ordinance”);

WHEREAS, consistent with the provisions of GASB 45 and GASB Statement 43 (“GASB 43”), the funds which will be contributed to the Trust, as and when received by the trustee, and earnings and losses thereon shall constitute a trust fund (the “Trust Fund”) which shall be irrevocable and shall be held for the benefit of Retirees in accordance with the Plan;

NOW, THEREFORE, THIS TRUST AGREEMENT is made and entered into as of [October 1, 2007] by and between the Town and the Town Treasurer (the “Trustee”), and in consideration of the promises and of the mutual covenants contained herein the Town and the Trustee agree as follows:

1.1 Creation of Trust. The Town hereby creates with the Trustee a Trust consisting of such sums as shall be paid to the Trustee, and all amounts thereafter contributed under the Plan, and the earnings and appreciation thereon, less the losses and depreciation thereon and less payments made by the Trustee under the Plan and this Trust Agreement with respect to Retirees. The Town hereby appoints and the Trustee hereby agrees to accept said appointment as Trustee hereunder.

1.2 Exclusive Purpose of Trust. The Trustee shall hold the assets of the Trust for the exclusive purpose of providing benefits to Retirees and defraying reasonable expenses of administering the Plan and Trust. No part of the net earnings of the Trust shall inure to the benefit of the Town or any other person, except through the payment of benefits permitted under the Trust.

2.1 Receipt of Contributions. The Trustee shall receive any contributions paid to it in cash or in the form of such other property as it may from time to time deem acceptable and which shall have been delivered to it. All contributions so received, together with the income therefrom and any other increment thereon, shall be held, invested, reinvested and administered by the Trustee pursuant to the terms of this Agreement 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 be responsible only for property received by it pursuant to this Agreement.

2.2 Compliance with Laws. This Agreement and the Trust Fund thereunder are intended to meet the requirements of Section 115 of the Internal Revenue Code of 1986, as amended (the “Code”), and Section 7-450 of the General Statutes of Connecticut, Revision of 1958, as amended.

3.1 Payments Directed by the Town. The Trustee shall from time to time at the Town’s direction make payments out of the Trust Fund to the persons or entities to whom such monies are to be paid in such amounts and for such purposes as may be specified in the Town’s directions. The Trustee shall be under no liability for any payment made pursuant to the direction of the Town. Any direction of the Town shall constitute a certification that the distribution or payment so directed is one which the Town is authorized to direct.

3.2 Impossibility of Diversion. It shall be impossible at any time for any part of the Trust Fund to be used for, or diverted to, purposes other than to provide the benefits contemplated under the Plan for the exclusive benefit of Retirees, except that any taxes and administration expenses for which the Trust is liable may be made from the Trust Fund as provided for herein.

4.1 General. The OPEB plans of the groups listed on Exhibit A, as amended from time to time, constitute the Plan. The Town shall amend Exhibit A if and when the information required to be contained therein changes. After the execution of this Trust Agreement, the Town shall promptly file with the Trustee a certified list of the names and specimen signatures of any individual authorized to act for the Town. The Town shall promptly notify the Trustee of the addition or deletion of any person’s name from such list. Until receipt by the Trustee of notice that any person is no longer authorized to so act, the Trustee may continue to rely on the authority of the person. All certification, notices, and directions by any such person or persons to the Trustee shall be in writing signed by such person or persons. The Trustee may rely on any such certification, notices, and direction purporting to have been signed by or on behalf of such person or persons that the Trustee reasonably believes to have been signed thereby. The Trustee may rely on any such certification, notices, and direction purporting to have been signed by a duly authorized officer or agent of the Town.

4.2 Contributions. The Town shall make contributions to the Trust from time to time as it may, in its sole discretion, deem appropriate; provided, however, all required employee contributions, to the extent applicable, shall be deposited to the Trust within a reasonable period of time. The Trustee shall have no duty or authority to ascertain whether contributions should be made by the Town or to bring an action to enforce the Town to make such contributions.

4.3 Indemnification of Trustee. The Town shall indemnify and hold harmless the Trustee for any liability or expense, other than liability and expenses incurred as a result of the Trustee’s negligence or willful misconduct, including without limitation reasonable attorney’s fees, incurred by the Trustee with respect to holding, managing, investing, or otherwise administering the Trust Fund.

5.2 Appointment of Investment Manager. Upon recommendation of the OPEB Board and approval by resolution of the Board of Estimate and Taxation, the Trustee shall appoint an investment manager(s) to direct the investment and reinvestment of all or a part of the Trust Fund (the “Separate Account”). Each such investment manager shall, unless its appointment provides otherwise, have the power to direct the Trustee in the exercise of its investment powers with respect to the Separate Account and the Trustee shall exercise such powers as directed in

writing by the investment manager. Except as otherwise provided by applicable law, the Trustee shall have no liability: (i) for the acts or omissions of an investment manager; (ii) for following the investment directions of an investment manager; (iii) for failing to act in the absence of investment manager direction; or (iv) for any diminution in the value of the Trust Fund as a result of following the direction of an investment manager. The Trustee shall take such actions and enter into such agreements as are necessary or appropriate to permit the investment manager to manage the Separate Account, including but not limited to establishing a brokerage account in the name of the Trustee and transferring to such brokerage account the Separate Account for which an investment manager has been appointed to enable the investment manager to make trades and otherwise exercise the powers granted to it, and entering into a custodial agreement with an institutional custodian with respect to the Separate Account for which an investment manager has been appointed to enable the investment manager to exercise the powers granted to it.

5.3 Investment Subject to Prudent Investor Rule. The assets of the Trust Fund, whether invested by the Trustee or by an investment manager appointed by the Trustee, shall be invested and managed in compliance with the prudent investor rules set forth in the Connecticut General Statutes Sections 45a-541 to 45a-541l, inclusive, a copy of which, as in effect on the effective date of this Agreement, is attached hereto as Exhibit B.

5.4 Establishment of Funding Policy. The Town shall establish and carry out a funding policy consistent with the purposes of the Plan. As part of such funding policy, the Town shall from time to time direct the Trustee and, if applicable, the Trustee shall direct the investment manager, to exercise its investment discretion so as to provide sufficient cash assets in an amount determined by the Town, under the funding policy then in effect, to meet the liquidity requirements for the administration of the Plan.

5.5 Adherence to Funding Policy. The discretion of the Trustee, or of the investment manager, if applicable, in investing and reinvesting the principal and income of the Trust Fund shall be subject to the funding policy, and any changes thereto which the Town may adopt from time to time and communicate to the Trustee in writing. The Trustee and investment manager, if applicable, shall have the duty to act strictly in accordance with such funding policy, and any changes therein, as so communicated to the Trustee from time to time in writing.

6.1 General. The Trustee shall discharge its duties under this Agreement solely in the interest of the Retirees covered under the Plan and for the exclusive purpose of providing benefits to such persons and defraying reasonable expenses of administering the Trust, with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, and by diversifying the investments of the Trust so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, all in accordance with the provisions of this Agreement insofar as they are consistent with the provisions of the prudent investor rules set forth in Connecticut General Statutes Sections 45a-541 to 45a-541l, inclusive, as this Agreement and the Connecticut General Statutes may be from time to time amended. The duties and obligations of the Trustee as such shall be limited to those expressly imposed upon it by this Agreement notwithstanding any reference herein to the Plan, or the provisions thereof, it being hereby expressly agreed that the Trustee is not a party to the Plan.

- 6.2 Powers. The Trustee, in addition to all powers and authorities under common law, statutory authority, and other provisions of this Agreement, shall have the following powers and authorities, to be exercised in the Trustee’s sole discretion, provided that such exercise shall be limited by the terms of Article V and Section 6.1 above:

(c) To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose of any securities or other property held by the Trustee, by private contract or at public auction, and any sale may be made for cash or upon credit, or partly for cash and partly upon credit. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition;

(d) 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 securities, 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 stock, bonds, securities or other property held as part of the Trust Fund;

(e) To cause any securities or other property held as part of the Trust Fund to be registered in the Trustee’s own name or in the name of one or more of the Trustee’s nominees, 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 part of the Trust Fund;

(i) In accordance with the procedures set forth in the Charter and Code of the Town of Greenwich, to settle, compromise, or submit to arbitration any claims, debts, or damages to or owing to or from the Trust Fund, to commence or defend suits or legal or administrative proceedings, and to represent the Trust Fund in all suits and legal and administrative proceedings;

(k) To acquire real estate by purchase, exchange, or as the result of any foreclosure, liquidation, or other salvage of any investment previously made hereunder; to hold such real estate in such manner and upon such terms as the Trustee may deem advisable; and to manage, operate, repair, develop, improve, partition, mortgage, or lease for any term or terms of years any such real estate or any other real estate constituting a part of the Trust Fund, upon such terms and conditions as the Trustee deems proper, using other trust assets for any of such purposes if deemed advisable;

6.3 Fees and Expenses. The Trustee may be paid such reasonable compensation as shall from time to time be agreed upon in writing by the Town and the Trustee. An individual serving as Trustee who already receives full-time pay from the Town shall not receive compensation from this Trust except for reimbursement of expenses properly and actually incurred. In addition, the Trustee shall be reimbursed for any reasonable expenses, including reasonable counsel and accounting fees, incurred by the Trustee in the administration of the Trust Fund. Such compensation and expenses shall be paid from the Trust Fund unless sooner paid by the Town. All taxes of any kind and all kinds whatsoever that may be levied or assessed under existing or future laws upon, or in respect of, the Trust Fund or the income thereof shall be paid by the Trustee from the Trust Fund.

6.5 Accounts and Records. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder, and all such accounts and other records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Town or the OPEB Board.