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HomeMy WebLinkAboutCC RES 85-115RESO�UTION N0. 85-115 A RESOLUTION OF THE CITY COUNCIL OF TNE CITY 0� PALM OESERT, CALIfORNIA, ESTABLISHING THE ICMA RETIREMENT CORPORATION DEFERRED COMPENSATION PLAH FOR THE CITY OF PALM DESERT WHEREAS. the City of Palm Desert has employees rendering valuable services; and WHEREAS, the establishment of a deferred compensation pian for such emplovees will serve the interests of the City of Palm Desert by enabling it to provide reasonable retirement security for its employ- ees, by providing increased flexibility in its personnel management system, and by assisting in the attraction and retention of competent personnel; and MHEREAS, the City of Palm Desert has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirement Corporation wili serve the above objectives; and wHEREAS, the City of Palm Desert desires that the investment of funds held under its deferred compensation plan be administered by the ICMA Retirement Corporation. as Trustee. with the understanding that such funds wi11 be held by the ICMA Retirement Trust, a trust established by public employers for the purpose of representing the interests of such employers with respect to the collective investment of funds held under their deferred compensation plans. NOW, THEREFORE, BE IT RESOLVED that the City of Palm Desert adopts the deferred compensation plan, attached hereto as Appendix A. and appoints the ICMA Retirement Corporation to serve as Administra�or thereunder; and BE IT FURTHER RESO�VED that the City of Palm Desert hereby executes the ICMA Retirement Trust, attached hereto as Appendix B; and BE [ T FURTHER RESOLVED that the C i ty of Pa Im Desert hereby adopts the trust agreement, attached hereto as Appendix C, and appoints the [CMA Retirement Cor-poration as Trustee thereunder, and directs the ICMA Retirement Corporation, as Trustee to invest all funds held under the deferred compensation plan through the ICMA Retirement Trust as soon as is practicable; and BE IT FURTHER RESOIVED that the City Manager shall be the coordinator for this program and shall receive necessary reports, notices. etc. from the ICMA Retirement Corporation as Administrator and shali cast, on behalf of the City of Palm Desert. any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. PASSED. APPROVED, and ADOPTED by the City Council of the City of Palm Desert, Cal ifornia, at its regular meeting held on the 24th day of October , 1985, by the foliowing vote. to wit: AYES: NOES: BE:ISON, JAC�:SON, KELLY, WILSON AND S:7YDER VO;VE ABSENT: NONE ABSTA I N : NONE ATTEST:, , ) . / � '`�, �� � � ��l/.. <- SHE I LA R. G�i.l� I GAN, C i Y CLERK CITY OF PALM DESERT.� ALIFORNIA � t- �G•�✓ ALTER H. SNYDER, YOR /mf APPENDIX A - � — ----.— .—. _---- RESOLUT I ON N0. 85- 115 APPENDIX A ("EMPLOYER") DEFERRED COMPENSATION PLAN 1. INTRODUCTION The Employer hereby establishes the Employer s Deferred Compensation Plan. hereinafter referred to as the Plan ' The Pian consists of the provisions set forth m this document The primary purpose of this Plan is to provide ret�rement �ncome and other deferred benefits to the Employees of the Empioyer �n accordance with the provlsions of section 457 of the Internal Fievenue Code of 1954, as amended. This Plan shall be an agreement solely between the Employer and participating Employees. II. DEFINITIONS 2.01 AccounC The bookkeeping account ma�ntained for each Participant reflecting the cumulative amount of the ParticipanYs Deferred Compensation, including any income, garns, losses, or increases or decreases in market value attributable to the Employer's investment of the ParUc�pant's Deferred Compensation, and further reflecting any distr�bu- tions to the Participant or the ParticipanYs Benefic�ary and any fees or expertses charged against such Parii�ipant's Deferred Compensation. 2.02 Administrator: The person or persons named to carry out certain nondiscretionary administrative functions under the Plan, as here�nafter descnbed. The Employer may remove any person as Administrator upon 60 days advance notice �n wnting to such person, in which case the Employer shall name another person or persons to aCt as Administrator The Administrator may resign upon 60 days advance not�ce �n wrfting to the Employer, in which the case the Employer shall name another person or persons to act as Adminfstrator. 2.03 B�nNidary: The person or persons designated by the Pa�ticipant in his Joinder Agreement who shall receive any benefits payable hereunder in the event of the Participa�Ys death. 2.04 D�f�ntd Comp�nsatlon: The amount of Normal Compensa- tion otherwise payable to the Participant which the Participani and the Employer mutually agree to defer hereunder, any amount credited to a ParticipanYs Account by reason ot a transfer under Section 6.03, or any other amount which the Employer agrees to credit to a ParticipanYs Account. 2.05 Employae: Any indivldual who provides serv�ces for the Employer, whether as an employee of the Employer or as an independent contractor, and who has been designated by the Employer as eligible to participate �n the Plan. 2.06 IncludiW� Comp�nsatlon: The amount of an Employee s compensation from the Employer tor a taxable year that �s attnbutable to servlces performed for the Employer and that is includible in the Employee's gross income for the taxable year for federal inCome tex purposes; such term does not �nclude any amount excludable irom gross income under this Pian or any other plan described in section 4571b) of the Internal fievenue Code, any amount excludable from gross �ncome under section 403(b) of the Internal Revenue Code. or any other amount excludable from gross income for federai �ncome tax purposes. Includible Compensation shall be determ�ned w�thout regard to any commun�ty property iaws. 2.07 Joinder Agreement: An agreement entered into between an Employee and the Employer, including any amendments or mod�ficat�ons thereoi. Such agreement shall fix the amount of Deferred Compensation, specify a preferenCe among the �nvestment altemaUves designated by the Employer, designate the Employee's Beneficiary or Beneficiaries, and �ncorporate the terms, conditions, and provisions of the Plan by reference. 2.08 Normal Compensatio�: The amount of compensation which would be payable to a Participant by the Employer for a taxable year rf no Joinder Agreement were �n effect to defer compensation under th�s Plan. 2.09 Normal Retirement Age: Age 70. unless t�e Partic�pant has elecied an altemate Norma! Reinement Age by wntten �nstrument dehvereC co the Administrator prior t0 Separation from ServiCe. A PartiCipant's Normal Retirement Age determ�nes (al the iatest time when benefits may commence under th�s Plan �unless the ParnCipant ConUnues employ ment atter Normal Fetirement Age), and (b) the penod dunnc wh�Ch a Participant mey ut�l�ze the catch-up limrtat�on oi Section 5.02 hereunder. Once a Participant has to any extent uul�zed the catch-up hmitation of Secuon 5.02, his Normal Retirement Age may not be changed. A Part�c�pant's alternate Normal Retirement Age may not be earlier than the earl�est date that the Participant will become ei�g�ble to rehre and recerve unreduced retirement benef its under the Employer's basic retirement plan covenng the Partiapant and may not be later than the date the ParUc�pant attains age 70. If a ParLCipant Contmues empioyment after attammg age 70. not having previously eiected an aiternate Normal Retirement Age, the ParticipanYs alternate Normal Retirement Age shall not be later than the mandatory retirement age. if any, established by the Empioyer, or the age at which the Particlpant actually separates from service if the Employer has no mandatory retirement age. If the Participant wlll not become elig�ble to receive benefits under a basic retirement plan maintained by the Employer, the ParticipanYs alternate Normal Retlrement Age may not be earl�er than attainmenr of age 55 and may not be iater than atta�nment of age 70. 2.10 Participant: Any Employee who has �oined the Plan pursuant to the requ�rements of Art�cle IV 2.11 Plan Year: The calendar year RESOLUTION N0. 85-I1� APPENDIX A 2.12 Retirement: The first date upon which both of the follpw�ng shall have occurred with respect to a Participant Separation from Service and attainment of Normal Retirement Age. 2.13 S�paratlon from S�►vice: Severance of the Part�c�panYs employment with the Employer. A Partic�pant shall be deemed to have severed h�s employment w�th the Employer for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated In the case of a Participant who is an independent contractor of the Employer, Separation from Service shall be deemed to have occurred when the ParticipanYs contract under which services are performed has completely exp�red and termmated, there �s no foreseeable possib�l�ty that the Employer will renew the contract or enter �nto a new contract for the ParticipanYs services. and it �s not anhc�pated that the Participant w�ll become an Employee of the Employer. III. ADMINISTRATION 3.01 Duties OI Employer: The Employer shall have the author�ty to make all discretionary deasions affechng the nghts or benefits of Participants which may be required m the administration of this Plan. 3.02 Duties of Administrator. The Administrator. as agent for the Employer, shall perform nondiscretionary adm�n�strat�ve funCtions in ConneCtiOn with the Plan, inCluding the mamienance of Part�cipants' AcCounts. the prows�on of penodic reports of the status of each Account and the disbursement of benefits on behalf of the Employer �n accordance w�th the prov�sions of m�s Plan. /. PARTICIPATION IN THE PLAN 4.01 Initial Participstion: An Employee may become a Part�c�pant by entering into a Jomder Agreement prior to the beginning of the calendar month �n which the Joinder Agreement �s to become effectrve to defer compensation not yet earned. 4.02 Am�ndment of Joinder AyrNment: A Partic�pant may amend an executed Joinder Ayreement to change the amount of compensatlon not yet earned which �s to be deferred (including the reduction of such future deferrals to zero) or to change his investment preference (sub�ect to such restnc- tions as may result from the nature or terms of any �nvestment made by the Employer). Such amendment shall become effective as of the beginning of the calendar month commenc�ng after the date the amendment �s executed. A Partic�pant may at any time amend his Jo�nder Agreement to change the designated Beneticiary and sucn amendment shall become effectrve immediately. Y. LIMITATIONS ON DEFERRALS 5.01 Normal Limitation: Except as prowded �n Sect�on 5 02. the max�mum amount of Deferred Compensat�on for any Partic�pant for any ta�cable year shall not exceed the lesser of 57,500.00 or 33 1/3 percent of the ParticipanYs Includible Compensation for the taxable year. This limitation will ordinarily be equrvalent to the lesser of 57.500.00 or 25 percent of the PartiCipanfs No►mal CompensaUon. 5.02 Catch-up Llmitatfon: For each of the last three (3) taxable years of a Participant ending before his attainment of Normal Retirement Age, the maximum amount of Deferred Compensation shall be the lesser of: (1) $t5.000 or (2) the sum of (i) the Normal L�mltabon for the taxable year, and 1��) that port�on of the Normal Limitation for each of the pr�or taxable years of the Participant commencing after 1978 dunng wh�ch the Plan was in existence and the Participant was el�g�ble to participate in the Plan (or in any other plan established under section 457 of the Internal Revenue Code by an employer within the same State as the Employer) less the amount of Oeferred Compensation for each such pr�or taxable year (�ncluding amounts deferred under such other plan) For purposes of this Section 5 02. a Part�c�pant s Includible Compensat�on for the current taxable year shall be deemed to �nclude any Deferred Compensat�on for the taxable year In excess of the amount permrtted under the Normal Limitation, and the Participant's Includible Compen- sation for any pnor taxable year shall be deemed to exclude any amount that coutd have been deferred under the Normal Limitation for such prior taxable year. 5.03 Section 403(b) Annuities: For purposes of Sect�ons 5.01 and 5.02, amounts contributed by the Employer on behalf of a Participant for the purchase of an annuity contract descnbed in section 403(b) of the Internal Revenue Code shall be treated as ii such amounts constrtuted Deferred Compensa- tion under this Plan for the taxable year �n wh�ch the contnbution was made and shall thereby reduce the max�mum amount that may be deferred for such taxable year. VI. INVESTMENTS ANO ACCOUNT VALUES 6.01 Investment of D�ferred Comp�nsatlon: All investments of Participants' Deferred Compensation made by the Employer, including all property and rights purchased wrth such amounts and all income attnbutable thereto, shaU be the sole property of the Employer and shall not be held �n trust for Partic�pants or as collateral secur�ty for the fulfillment of the Employer s obl�gahons under the Plan Such property shail be sub�ect to the claims of general creditors of the Employer. antl no Part�c�pant or Benefic�ary shall have any vested �nterest o� secured or preferretl posiUon wrth respect to such prope�ty or have any cla�m aga�nst the Empioyer except as a gene�a� cred�tor 6.02 Crediting of Accounb; The ParticipanYs Account shall reflect the amount and value of the investments or other property obta�ned by the Employer through the investment of the ParUcipanYs Deferred Compensation. It is antic�pated that the Employer s investments with respect to a Participant w�ll conform to the mvestment preference speafled in the PartcipanYs Jomder Agreement, but nothing herein shall be � construed to �eqwre the Employer to make any part�cular investment of a ParticipanYs Deferred Compensation. Each �' Participant shall receive periodic reports, not less frequently '�� �than annually, showing the then-current value of h�s . Acc nt. 6.03 Acceptance of Transfers: Pursuant to an appropr�ate wr�tten agreement, the Employer may accept and cred�t to a Participant's Account amounts transferred from another employer within the same State representi�g amounts held by such other employer untler an eligible State deferred compensat�on plan descnbed �n section 457 of the Internal Revenue Code Any such transferred amount shall not be treated as a deferral sub�ect to the I�m�tat�ons of Art�cie V. prov�ded however. that the actual amount of any deferrai under the plan from wh�ch the transfer �s made shall be taken �nto account �n Computing the catch-up I�mitation under Section 5 02 6.01 Employ�r Llability: In no event shall the Employer's iiabii�ty to pay benefits to a Participant under Article VI exceed the value of the amounts credited to the Panc�ipanYs Account: the Employer shall not be I�able for losses arising trom deprec�ation or shnnkaye �n the value of any �nvestments acqu�red under th�s Plan. VI1. BENEFITS 7.01 Retirement Benefits and El�ction on Separation Irom Service: Except as otherw�se prowded �n th�s Art�Ue VII, che distnbution of a ParticipanYs Account shall commence during the second calendar month after the close of the Plan Year of the ParticipanYs Retirement, and the distribution of such Retirement benefits shall be matle �n accordance w�th one ot the payment options descnbed �n Sechon 7 02. Notw�thstand�ng the foregomg, the Part�c�pa�t may �rrevo- RESOLUTION N0. 85�1j APPENDIX A cably elect within 60 days followmg Separahon from Service to have the distnbut�on of benef�ts commence on a date other than that descnbed m the preceding sentence wh�ch �s at least 60 days after the date such elecho� is del�vered �n wnU�g to the EmplOyer and forwardetl to the Administrator but not later than 60 days after the close of the Plan Year of the ParticipanYs Retirement. 7.02 Psyment Optlons: As provided in Sections 7 01, 7 05 and 7 O6, a ParUapant may elect to have the value of h�s Account distr�buted �n accordance w�th one of the follow�ng payment options. provided that such opt�on �s cons�stent w�th the lim�tations set forth �n SecUon 7 03: (a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by the Part�c�pant, continuing until his Account is exhausted; (b1 One lump sum payment: (c) Approximately equal monthly, quarterly, semi-annual or annual payments. calculated to continue for a period certam chosen by the Participant: Id) Payments equal to payments made by the �ssuer of a reUrement annurty policy acqwred by the Employer, (e) Any other payment opuon elected by the Part�c�pant and agreed to by the Employer A Participant's election of a payment option must be made at least 30 days before the payment of benefits is to commence. If a Part�c�pant fa�is to make a t�mely elect�on of a payment opt�on. benef�ts shall be paid monthty under option (c) above for a penod of fwe years 7.03 Limitation on Options: No payment opt�on may be selected by the Partic�pant under Sect�on 7 02 unless the present vaiue of tne payments to the Part�c�pant, determ�ned as of the date benefits commence. exceeds 50 percent of the value of the ParticipanYs Account as of the date benefits commence. Present value determ�nations under this Section shall be made by the Adm�n�strator �n accordance w�th the expected retum multiples set forth m sect�on 1J2-9 of the Federal Income Tax Regulations (or any successor prov�s�on to such regulations). 7.04 Post-retirement Death Benelits: Should the Part�c�pa�t d�e after he has begun to receive benef�ts under a payment option, the remaining payments. �f any, under the payment opUon shall be payable to the ParLc�panCs Benehc�ary commenang wrthm 60 days after Ihe Adm�n�strator rece�ves proof of the Partic�pant's death, unless the Benef�ciary elects payment under a di(ferent payment option at least 30 days prior to the date that the first payment becomes payabie to the Benefiaary. In no event shall the Employer or Administrator be liable to the Benefic�ary for the amount of any payment made in the name of the Part�c�pant before the Adm�nistrator recerves proof of death of the Part�c�pant Notw�thstand�ng the forego�ng, payments to a Benef�c�ary shall not extend over a penod longer than ��) the Benef�ciary s I�fe expectancy �f the Benefic�ary �s the ParUc�panfs spouse or (nl fifteen (15) years if the Beneficiary �s not the Partiapant's spouse If no Beneficiary �s designated �n the Jo�nder Agreement. or �f the designated Benefic�ary does not survrve the ParUc�pant for a period of fifteen �151 days, then the commuted value of any remaining payments under the payment option shall be paid in a lump sum to the estate of the Partiapant If the designated Benefic�ary survwes the Participant for a period of fifteen (15) days, but does not conhnue to Irve for the remainfng penod of payments under the payment option (as modified, if necessary, m conformrty wrth the third sentence of this section), then the commuted value of any remain�ng payments under the payment opt�on shall be paid in a lump sum to the estate of the Benefic�ary 7.05 Pre-rNirement Death Benefits: Should the Participant die before he has begun to rece�ve the benefits prov�ded by Sechons 7 01 or 7 06. a death beneht equai to the vaiue o' ��- Part�c�pant s Account shail be payabie to the Benef�c commencing no later than 60 days after the close of the F Year �n wh�ch the Participant would have atta�ned Norr . ReUrement Age. Such death benefit shall be pa�d m a iur sum unless the Beneficiary elects a d�fferent payment opt�c,. within 90 days of the ParticipanYs death. A Benefic�ary who may elect a payment option pursuant to the prov�s�ons of the preced�ng sentence shall be treated as rf he were a Part�c�panc for purposes of determining the payment options available under Section 7 02: prov�ded, however. that the payment ophon chosen by the Benefic�ary must prov�de for payments to the Beneficiary over a period no ionger than the i�fe expectancy of the Beneficiary if the Beneficiary �s the Participant's spouse and must provide for payments over a penod not in excess of fifteen (15) years rf the Benehc�ary �s not the Participant's spouse. 7.06 Disability: I n the event a Partic�pant becomes disabled before the commencement of Retirement bene�its under Sect�on 7 O1. the Part�cipant may elect to commence benehts unoer one of the payment ophons descnbed �n Sechon 7 02 on the iast day of the month foliow�ng a determ�rat�on of d�sao�i�cy by the Employer. The Partic�panYs request for such determ�nat�on must be made w�th�n a reasonable t�me after the �mpairment which constitutes the disability occurs A Participant shall be considered d�sabled for purposes of tn�s Plan �f he �s unable to engage �n any substant�al ga�nful act�v�ry by reason of any medicalry determinable phys�cal or mental impairment which can be expected to result in death or be of long-continued and �ndef�n�te duration The d�sab�i�ty of any Partic�pant shali be determ�ned �n accordance w�th urnform pnnc�ples cons�stently appl�ed a�^ upon the bas�s of such medical ev�dence as the Empioye deems necessary and des�rable. 7.07 Unforeseeable Emergencies: in the event an unforeseeac emergency occurs. a Part�c�pant may appiy to me Empioy�-� :o receive that part of the value of his account tha: �s reasonably needetl to sat�sfy the emergency need if such an appi�cat�on �s approved by the Employer, the Part�c�pant shan be pa�d only such amount as the Empioyer deems necessary to meet the emergency need. but payment shall not be matle to the extent that the f�nanc�al hardship may be rei�eved through cessat�on of deferral untler the Plan. �nsurance or other re�mbursement, or iiquitlation of other assets to the extent such I�qu�dat�on would not �tself cause severe f�nanc�ai hartlship An unforeseeable emergency shall be deemetl to �nvolve only c�rcumstances of severe f�nanc�al hardsh�p to the Partic�pant result�ng from a sudden antl unexpected �Ilness or acc�dent of the Part�c�pant or of a dependent �as def�ned m section 1521a1 of the Internal Revenue Codel ot the Partic�pant loss of the Part�c�pant s property due to casualty or other s�m�lar and extraord�nary unforeseeable c�rcum- stances ansmg as a result of events beyond tne controi ot the Participant The need to send a Part�c�pant s chiltl to coiiege or to purchase a new home shall not be cons�tlereC unforeseeable emergenc�es. The oeterm�nat�on as to whether such an unforeseeable emergency ex�sts shaii be based on the ments of each �nd�v�dual case VIII. NON-ASSIGNABILITY No Partic�pant or Beneficiary shall have any nght to commu� sell, assign, pledge. transfer or otherwise convey or encumbe� t� right t0 rece�ve any payments hereunder, which payments a� nghts are expressly declared to be non-assignabie and nc transferable IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves �n addition to any other ret�rement. pens�on or benefit plan or system presently in ex�stence or here�nafter establ�shed for the benefit of the Employer s empioyees and part�c�pat�on hereunder shall not affect benef�ts rece�vabie under RESOLUTION NO. 85-llj APPENDIX A any such plan or system Noth�ng contained in th�s Pian shall be deemed to constitute an employment contract or agreement between any Participant and the Employer or to g�ve any Partic�pant the nght to be retalned in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contraCt or agreement between a Participant and the Employer X. AMENDMENT OR TERMINATION OF PIAN The Employer may at any time amend this Ptan prov�ded that it transmits suCh amendment in wnting to the Admmistrator at least 30 days pr�or to the effeci�ve date of the amendment The consent of the Administrator shall not be required �n order for such amendment to become effective. but ihe Admin,strato� shall be under no obl�gat�on to continue acting as Adm�n�strator hereunder +f �t disapproves of such amendment The Employei may at any time term�nate th�s Plan. The Adminisirator may at any t�me propose an amentlment to the Plan by an instrument in wnting transmittetl to the Employer at ieast 30 days before tne effective date of the amendment Such amendment shall become effective unless. w�th�n such 30-day penod. the Employer notifie5 the Administrator �n wnt�ng that �t disapproves such amendment. �n which case such amendment shall not become effective. In the event of such d�sapproval, the Adm�n�strator shall be under no obl�gation to continue act�ng as Admimstrator hereunder. No amendment or termination of the Plan shall d�vest any Participant of any nghts with respect to compensation deferred before the date of the amendment or term�nat�on. XI. APPLICABLE LAW This Plan shall be construed under the laws of the state where the Employer is located and �s establ�shed w�th the �ntent thai �t meet the requirements of an "eligible State deferred compensation plan" under section 457 of the Internal Revenue Code oi 1954, as amended The prov�sions of this Plan shall be interpreted wherever possible in Conformity with the requirements ol Ihat seCtion XII. GENDER AND NUMBER The mascul�ne pronoun. whenever used herein, shall �nclude the feminine pronoun, antl the s�ngular shall inClude the plural, except wh2re the COntext requ�res otherw�se. RESOLUTION N0. SS- li� APPENDIX B APPENOIX B DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Nsme and Definitions SECTION 1. t. Name. The Name of the Trust created hereby �s the ICMA Retirement Trust. SECTION 1.2. Oefinitions. Wherever they are used here�n. the following terms shall have the follow�ng respective mean�ngs (a) By-Laws. The By-Laws referred to in Section 4 1 hereof, as amended from time to time. (b) Deferred Compensation Plan. A deferred compensat�on plan established and maintained by a Pubiic Employer for the purpose of prov�ding ret�rement �ncome and other deferred benef�ts to �ts employees �n accordance w�th the prov�s�ons of sect�on a57 of the Internal Revenue Code of 1954. as amended (c) Guaranteed Investment Contract A contract entered mto by the Retirement Trust wrth insuianCe companies that prov�des fpr a guaranteed rate of return on �nvestments made pursuant to suCh ContraCt. �d) 1CMA The Intemahonal Crty Management Assoc�at�on (e) ICMAiRC Trustees Those Trustees elected by the Pubi�c Employers who. �n accordance with the provisions of SeCtion 3 1(a) hereof, are also members of the Board of D�rectors of ICMA or RC. (f) Investment Adviser. The Investment Adviser that enters �nto a contract w�th the Ret�rement Trust to prov�de adv�ce w�th respect to �nvestment of the Trust Property. (g) Employer Trust. A trust created pursuant to an agreement between RC and a Publ�c Employer for the purpose of �nvest�ng and administenng the funds set aside by such emptoyer �n connection with rts deferred compensation agreements with �ts employees. (h) Portfollos. The Portfol�os of �nvestments estabi�shed by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees, for the purpose of prov�ding investments for the Trust Property. (i) Publlc Employee Trustees. Those Trustees eiected by the Public Employers who. �n accordance w�th the prov�s�ons of Section 3.1�a) hereof, are full-hme employees of Publ�c Employers. (�) Public Employer A urnt of state or local govemment. or any agency or instrumentality thereof, that has adopted a Deferred Compensation Plan and has executed this Declaration of Trust. (k) RC. The International City Management Assoc�at�on Rehrement CorporaUon. (I) ReUrement Trust. The Trust created by this Declarahon of Trust. (m) Trust Property. The amounts held in the Retirement Trust on behalf of the Public Employers. The 7rust Property shali �nciude any �ncome result�ng from the investment of the amounts so held 1n1 Trustees The Public Employee Trustees and ICMA RC Trustees elected by the Publ�c Employers to serve as members of the Board of Trustees of the Rearement Trust. ARTICLE II. Creation and Purpose of the Trush Ownership of Trust Property SECTION 2 t CreaUon. The Retirement Trust �s created and establ�shed by the execution of this Declaration of Trust by the Trustees and the partiapating Public Employers. SECTION 2 2 Purpose The purpose of the Rehrement Trust �s to prov�de for the commingled �nvestment of funds hela by the Publ�c Employers �n conneCt�on with their Deferred Compensation Plans The Trust Property shell be �nvested �n the Portfoi�os. �n Guaranteed Investment ContreCts and in other investments reCommended by the Investment Adviser under the superv�sion of the Board of Trustees SECTION 2 3 Ownersh�p of Trust Property The Trustees shan nave �egal t�tle to the Trust Property The Public Employers shall be the benef�c�al owners of the Trust Property. ARTICLE III. Trustees SECTiON 3� Number and Qual�f�cat�on o� Trustees �ai The Boartl of Trustees shall consist of n�ne Trustees F�ve o :he Trustees shall be full-time employees of a Public Employer itne Pubi�c Emoioyee Trusteesl who are authorized by such Pubi�c Empioyer to serve as Trustee The remaining four Trustees snau cons�s� of two persons who. at the t�me of election to the Boartl of Trustees. are members of the Boartl of D�rectors of ICMA and two persons who. at the time of election. are members of the Board of D�rectors of RC (the ICMAiRC Trustees) One of the Trustees who �s a a�rector of ICMA. and one of the Trustees who �s a d�rector o` FiC shall. at the t�me of election, be full-t�me emp�oyees of a Pubi�c Employer Ibl No person may serve as a Trustee for more than one term �n any ten-year per�od SECTION 3 2 Eiect�on and Term �a1 Except for ;he Trustees appointed to f�ll vacancies pursuant to Section 3 � hereo�. the Trustees shall be elected by a vote of a ma�onry oi tne Pubi�c Employers �n accortlance w�th the procedures set forth �n the By-Laws (b) At !he f�rst eiec!�on of Trustees. three Trustees shali be eiected for a term of three years. three Trustees shall be eiected for a term of two years and three Trustees shall be electetl for a term of one year At each subsequent election, three Trustees shall be eiected for a term of three years and unUl h�s or her successor �s eiected and qualif�ed SECTION 3 3 Nom�nat�ons The Trustees who are fuli-t�me employees of Publ�c Empioyers shall serve as the Nom�nat�ng Comm�ttee for the Pubi�c Employee Trustees. The Nom�nat�ng Comm�ttee shail choose cand�dates for Public Employee Trustees �n accordance w�th the procedures set forth in the By-Laws SECTiON 3 a Fies�gnauon and Removal. (al Any Trustee may res�gn as Trustee (w�thout need for pr�or or subsequent account�ng� by an instrument in writing signed by the Trustee and dei�vered to the other Trustees and such res�gnat�on shan be effect��e upon such dei�very, or at a later tlate accord�ng RESOLUTION N0. 85-115 APPENDIX 8 to the terms of the �nstrument Any of the Trustees may be removed for cause, by a vote of a ma�or�ty of the Public Employers. (b) Each Publ�c Employee Trustee shall resign h�s or her pos�t�on as Trustee w�th�n s�xty days of the date on wh�ch he or she ceases to be a full-time employee of a Pubhc Employer. SECTION 3.5. Vacanaes. The term of office ot a Trustee shall terminate and a vacancy shall occur �n the event of the death, resignation, removal, ad�ud�cated incompetence or other incapacity to perfprm the dut�es of the off�ce of a Trustee. In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion shall see fit (sub�ect to the limitations set forth in this Section), to serve for the unexp�retl portion of the term of the Trustee who has resigned or otherw�se ceasetl to be a Trustee. The appointment shall be made by a written instrument signed by a ma�ority of the Trustees. The person appo�nted must be the same type of Trustee (i.e.. Public Emp�oyee Trustee or ICMA;RC Trustee) as the person who has ceased to be a Trustee An appointment of a Trustee may be made �n ant�c�pation of a vacancy to occur at a later date by reason o( retirement or res�gnat�on. prov�ded that such appo�ntment shall not become effect�ve pnor to such ret�rement or res�gnation. Whenever a vacancy �n the number of Trustees shall occur. unt�l such vacancy �s f�lled as prov�ded �n th�s SecUon 3 S. tne Trustees �n off�ce. regardless of the�r number. shall have all the powers granted to the Trustees antl shall d�scharge alt the dut�es �mposed upon the Trustees by th�s Oeciaration A wntten mstrument cert�fy�ng the ex�stence of such vacancy s�gned by a ma�or�ty of the Trustees shall be conclusrve @vidence of the existence of such vacancy SECTION 3 6 Trustees Serve �n Representative Capac�ty By execut�ng this Deciarat�on, eacn Public Employeragrees that the Publ�c Employee Trustees elected by the Public Employers are authorized to �� as agents antl representat�ves of the Public Employers collect�veiy �RTICLE IV. Powers of Trusteea �ECTION 4 1 General Powers The Trustees shall have the power to :;onduct the business of the T�,.�� and to carry on rts operat�ons. Such power shall �nciude. but shall not be I�m�ted to, the power to. (a) rece�ve the Trust Property from the Public Employers or from a Trustee of any Employer Trust; (b) enter mto a contract with an Investment Adv�ser prov�ding, among other th�ngs, for the establlshment and operat�on of the Portfol�os. select�on of the Guaranteed Investment Contracts �n wh�ch the Trust Property may be �nvested, select�on of other �nvestments for the Trust Property and the payment of reasonable fees to the Investment Adviser and to any sub-�nvestment ativ�ser retained by the Investment Advlser; (c) rev�ew annually the performance of the Investment Adv�ser and approve annually the contract with such Investment Adv�ser; �d) �nvest and reinvest the Trust Property m the Portfolios. the Guaranteed Investment Contracts and in any other investment recommended by the Investment Adv�se�. prov�ded that �f a Publ�c Employer has directed that its mon�es be �nvested �n specifietl Portfoiios or in a Guaranteed Investment Contract, the Trustees of the Retirement Trust shall invest such mon�es �n accordance w�th such directions: (e) keep such portion of the Trust Property �n cash or cash balances as the Trustees. from time to time, may deem to be �n the best ��terest of the Ret�rement Trust created hereby, w�thout I�ab�l�ty for �nterest thereon; (f) accept and retain for such time as they may deem advisable any secur�t�es or other property rece�ved or acquired by them as Trustees hereunder, whether or not such seCur�ties or other property would normally be purchasetl as �nvestments here- under. (g) cause any secur�hes or other property held as part of the Trust Property to be reg�stered m the name of the Ret�rement Trust or �n the name of a nominee. and to hold any investments in bearer form, but the books and records of the Trustees shall at all t�mes show that all such �nvestments are a part of the Trust Property; (h) make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropnate to carry out tne powers herein granted; (i) vote upon any stock, bonds, or other secunties: g�ve general or special prox�es or powers of attorney with or without power of substitution; exercise any conversion privileges, subscnpt�on rights, or other options, and make any payments �nc�dental ihereto: oppose. or consent to, or otherwise participate �n, corporate reorganizations or other changes atfecting corporate secunt�es. and delegate discret�onary powers, and pay any assessments or charges in connection therewith, and generally exercise any of the powers of an owner w�th respect to stocks. bonds, secur�ties or other property held as part of the Trust Property: (j) enter into contracts or arrangements for goods or services required in connection w�th the operation of the Retirement Trust. �ncluding, but not limitetl to, cOntracts with custodians and contracts for the provision of admin�straflve servfces: (k) borrow or ra�se money for the purpose of the Fietirement Trust in such amount. and upon such terms and conditions, as the Trustees shall deem adv�sable, provided that the aggregate amount of such borrowings shall not exceed 30°io of the value of the Trust Property Nc oerson lending money to the Trustees shalt be bound to se� �^e application of the money lent or ro inquire into its validity, expediency or propnety of any such borrow�ng; (I) incur reasonable expenses as required for 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 connect�on w�th the Deferred Compensat�on Pians or the Employer Trusts and deduct such expenses from that port�on of the Trust Property benefic�ally owned by the Public Empioyer to whom such expenses are properly allocable; (n) pay out of the Trust Property all real and personal property taxes. �ncome taxes and other taxes of any and all kinds wh�ch, �n the opinlon of the Trustees, are properly levled, or assessed under exist�ng or future laws upon, or �n respect of, the Trust Property and alfocate any such taxes ro the appropriate accounts. (o) adopt, amend and repeal the By-Laws, prov�ded that such By- Laws are at all t�mes cons�stent wrth the terms of this Declarat�on of Trust; (p) employ persons to make availab�e interests in the F�etirement Trust to employers el�gible to ma�nta�n a deferred compensat�on plan under sect�on 457 of the Internal Revenue Code. as amended: (q) issue the Annual Feport of the Retirement Trust, and the d�sclosure documents and other literature used by the Retirement Trust: (r) make loans. �ncluding the purchase of debt obligations. provided that all such loans shall 4ear interest at the current market rate; (s) contract for, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and attorneys as the Trustees may select, prov�ded that the Trustees may not delegate the powers set forth in paragraphs (b), (c} and (o) of th�s Sect�on 4.1 and may not delegate any powers if such delegat�on wouid v�olate their flduciary duties; (t) provide for the indemnrfication of the officers and Trustees of the Retirement Trust and purchase fiduciary msurance; (u) maintain books and reCords, inCluding separate acCounts for each Public Employer o� Employer Trust and such add,tional separate accounts as are required under, and consistent w�th, the Deferred Compensation Plan of each Public Employer: and RESOLUTION N0. 85-11� APPENDIX 8 (v) do all such acts, take all such proceedings, and exerc�se all such nghts and pnvileges, although not specihcally ment�oned herein, as the Trustees may deem necessary or appropr�ate to adm�n�ster the Trust Property and to carry out the purposes of the Retirement Trust. SECTION 4 2. DistnbuUon of 7rust Property D�stnbutions of the Trust Property shall be made to, or on behalf of. the Public Employer. �n accordance with the terms of the Deferred Compensat�on Plans or Employer Trusts. The Trustees of the Retirement Trust shaii be fuily protected in making payments �n accordance with the direct�ons of the Publ�c Employers or the Trustees of the Employer Trusts w�thout ascertaming whether such payments are in Compl�ance w�th the provisions of the Deferred CompensaUon Plans or the agreements creahng the Employer Trusts. SECTION 4.3. Execution of Instruments. The Trustees may unanimously des�gnate any one or more of the Trustees to execute any �nstrument or doCument on behalf of all, inCluding but not limited to the s�gning or endorsement of any check and the s�gning of any appl�cations. �nsurance and other contracts. and the action of such designated Trustee or Trustees shal I have the same force and effect as �f taken by all the Trustees ARTICLE V. Duty ol Care and Liability of Trustees SECTION 5.1. Duty of Care. In exerc�sing the powers hereinbefore granted to the Trustees. the Trustees shail perform a11 acts w�th�n the�r authonty for the exclus�ve purpose of prov�d�ng benefits for the Publ�c Empioyers. and shall perform such acts w�th the care. sk�il, prudence and diligence in thecircumstances then prevailing that a prudent person achng �n a like capac�ty and fam�l�ar w�th such matters would use �n the conduct of an enterpnse of a like character and w�th I�ke a�ms. SECTION 5 2. Liability The Trustees shall not be I�able for any m�stake of �udgment or other act�on taken �n good fa�th. and for any act�on taken or omitted �n rel�ance �n good faith upon the books of account or other records of the Retirement Trust, upon the opinion of counsel, or upon reports made to the Ret�rement Trust by any of �ts off�cers. employees or agents or by the Investment Adv�ser or any sub- �nvestment adviser, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Ret�rement Trust. The Trustees shall also not be i�able for any loss sustained by the Trust Property by reason of any investment made �n good fa�th and in accordance with the standard of care set forth in Section 5.7. SECTION 5 3 Bond No Trustee shall be obl�gated to grve any bond or other secur�ty for the performance of any of his or her dut�e� hereunder. ARTICLE VI. Annual Report to Shareholders The Trustees shall annually subm�t to the Publ�c Employers a wntte� report of the transacuons of the ReUrement Trust. �ncluding hnanc�ai statements wh�ch shall be certif�ed by �ntlepentlent public accountants chosen by the Trustees ARTICLE VII. Duration or Amendment ol Retirement Trust SECTION 7.1 W�thdrawal. A Pub��c Employer may. at any hme. w+th- draw from th�s Ret�rement Trust by del�ver�ng to the Board of Trustees a statement ro that effect. The withdrawing Public Employer's beneficial interest in the Retirement Trust shall be pafd out to the Public Employer or to the Trustee of the Employer Trust, as appropr�ate. SECTION 7 2 Duration The Retirement Trust shall cont,nue unt�i term�nated by the vote of a ma�or�ty of the Pubi�c Employers. each castmg one vote Upon term�nation. all of the Trust Property shall be pa�d out to the Pubi�c Employers or the Trustees ot the Employer Trusts as appropr�ate SECTION 7 3 Amendment The Aet�rement Trust may be amended by the vote of a ma�or�ty of the Pubi�c Employers. each cast�ng one vote SECTION 7 4 Procedure A resolut�on to term�nate or amentl the Ret�rement Trust or to remove a Trustee sha11 be subm�tted to a vote of the Publ�c Employers �f 1a1 a ma�onty of the Trustees sc d�rect. or �bi a petit�on requeshng a vote. s�gned by not less than 2�°io of the Pub��c Empioyers. �s subm�tced to the Trustees ARTICLE VIII. Miscellaneous SECTION e t Govern�ng Law Except as otherwise requ�red oy sta; or iocai iaw. th�s Deciarat�on ot Trust antl ?he Ret�rement Trust hereby created shan be constr�etl and reguiated by the iaws of the D�stnct of Columb�a SECTION 8 2 Counterparts Th�s Deciarat�on may be executed by the Publ�c Empioyers and Trustees �n two or morecounterparts. eacn of which shail be deemed an or�g�nal but all of wh�ch together shau COnstitute one and the same instrument � � RESOLUTION N0. 85-115 APPENDIX C APPENDIX C TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT made by and between the Employer named �n the attached resolution and the International C�ty Management Assoc�at�on Rehrement Corporat�on (hereinafter the Trustee or Aetirement Corporat�on"), a nonprofit corporat�on organ�zed and ex�sung under the laws of the State of �e�aware. for the purpose of invest�ng and otherw�se adm�n�stenng the funds set as�de by Employers �n connect�on w�th deferred compensat�on plans established under seCtion 457 of the Intemai Revenue Code of 195a (the`Cotle ) Th�s Agreement shall take effect upon acceptance by the Trustee of �ts appo�ntment by the Employer to serve as Trustee �n accordance herew�th as set forth �n the attached resolut�on WHEREAS, the Employer has estabiished adeferred compensation plan under section 457 of the Code (the "Plan"); WHEREAS. �n order that tnere w�11 be suff�c�ent funds ava�lable to discharge the Employer's contractual obi�gations under the Plan, the Employer des�res to set as�de per�od�caliy amounts equal to the amount �ompensation deferred. 1EREAS, the funds set as�de. together with any and all assets der�ved m the �nvestment thereof, are to be exclusively w�t��n the dominion, ntrol, anci ownership of the Employer. and subject to the Employer s absoiute right of w�thdrawal, no employees hav�ng any �nterest whatsoever therein: NOW. THEREFOAE. th�s Agreement w�tnesseth that (a1 the Employer w�ll pay monies to the Trustee ro be placed m tleferred compensat�on accounts for the Employer lb) the Trustee covenants that �t will hold sa�d sums. and any other funds wh�ch it may recerve hereuntler, in trust tor the uses and purposes and upon the terms and cond�tions he�e�nafter stated: and (c) the part�es hereto agree as follows. ARTICLE I. General Dutiee of ihe Parties. Sect�on 1 1 General Duty of the Employer The Employer shall make regular penod�c payments equal to the amounts of its employees compensation which are deferred �n accordance with the terms and conditions of the Plan to the extent that such amounts are to be invested underthe Trust. Sect�on t 2 General Dut�es of the Trustee. The Trustee shall hold all funds recerved by �t hereunder. wh�ch, together w�th the �ncome therefrom. shall const�tute the Trust Funds. It shall admin�ster the Trust Funds. collect the income thereof, and make payments therefrom, alI as hereinafter provitled. The Trustee shall also hold all Trust Funds which are transferred to �t as successor Trustee by the Employer from ex�st�ng tleferred compensat�on arrangements w�th �ts Employees under pians descnbed �n sect�on 457 of the Code Such Trust Funds shall be sub�ect to all of the terms and provisions of this Agreement ARTICLE II. Powers and Duties of the Trustee in Investment, lmi�istration, and Disbursement ol the Trust Funds. Section 2.1. Investment Powers and Duties of the Trustee. The ustee shall have the power to invest and reinvest the pnncipal and ���come of the Trust Funds and keep the Trust Funds invested, without d�si�nction between pnnc�pal and income, �n secunties or in other property, real or personal, wherever s�tuated. �ncluding, but not limited to, stocks, common or preferred, bonds, retirement annuity and �nsurance pol�c�es, morcgages, and other ev�dences of �ndebtedness or ownersh�p, �nvestment companies, common or group trust funds, or separate and different rypes of funds ��ncluding equity. fixed inCome) which fulfiil r2quirements of state and local governmental laws. prov�ded, however. that the Employer may direct investment by the Trustee among ava�lable investment altematives �n such proportions as the Employer author�zes �n connection w�th �ts deferred compensat�on agreements w�th �ts employees. For these purposes. these Trust Funds may be commingled with Trust Funds set aside by other Employers pursuant to the terms of the ICMA Fietirement Trust Investment powers vested m the Trustee by the Sechon may be delegated by the Trustee co any bank, insurance or trust company, or any investment advisor. manager or agent selected by �t. Sect�on 2 2 Adm�n�strat�ve Powers of the Trustee The Trustee shail have the power �n rts discretion (al To purchase. or subscr�be for, any secunt�es or other property and to reta�n the same �n trust. (b) To sell. exchange. convey. transfer or otherw�se d�spose of any secur�t�es or other property held by �t. by pr�vate contract, or at public a�ction No person dealing with the Trustee shali be bound to see the appl�cat�on of the purchase money or to �nqu�re �nto the valid+ty. exped�ency, or propnety of any such sale or other tl�spos�t�on. Ic) To vote upon any stocks. bonds. or other secunt�es: to g�ve general or spec�ai proxies or powers of attorney w�th or w�thout power of subsUtut�on, ro exercise any conversion pnvileges. subscription r�ghts. or other options. and to make any payments �nadental thereto, to oppose. or to consent to. or otherw�se part�c�pate �n, corporate reorgan�zations or other changes affect�ng corporate secur�ties. and to delegate d�scretionary powe�s. and to pay any assessments or charges �n connect�on the�ew�th and generally to exercise any of the powers of an owner w�th respect to stocks. bonds, securities or other property held as part of the Trust Funds. (d) To cause any secur�t�es or other property held as part of the Trust Funds to be reg�stered in �ts own name. and to hold any investments �n bearer form. but the books and records of the Trustee shall at all times show that all such �nvestments are a part of the Trust Funds. (e) To borrow or raise mo�ey for the purpose of the Trust in such amount, and upon such terms and co�ditions, as the Trustee shall deem advisable: and, fpr any sum so borrowed. to �ssue �ts prom�ssory note as Trustee. and to secure the repayment thereof by pledg�ng all, or any part, of the Trust Funds. No person iending money to the Trustee shall be bound to see the application of the money lent or to �nqu�re mto its validrty. expediency or propnety of any such borrow�ng. (f) To keep such portion of the Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be �n the best �nterest of the Trust created hereby. without I�ab�l�ty for �nterest thereon. (g) To accept and retain for such time as rt may deem adv�sabie any securities or other property recerved or acquired by it as Trustee hereunder, whether or not such securiUes or other property would normally be purchased as investment hereunder. (h) To make, execute, acknowledge, and delrver any and all documents of transfer and conveyance and any and all other �nstruments that may be necessary or appropr�ate to carry out the powers herein granted RESOLUTION N0. SS-115 APPENDIX C (�) To settle. comprom�se. or subm�t to arb�trat�on any cia�ms. debts. or damages due or ow�ng to or trom the Trust FunCs. !o commence or defend su�ts or iegal or adm�n�strat�ve proceed�ngs. and to represent the Trust F�nds �n all su�ts and legai and adm�nistrat�ve proceed�ngs �p To do all such acts. take all such proceedirgs. anC exercise all suCh nghts and pnvileges. although not specificalty mentionetl here�n. as the Trustee may deem necessary to atlm�n�ster the Trust Funds and to carry out the purposes of this Trust. SeCtion 2 3 DistnbuUons from the Trust Funds The Employer hereby appoints fhe Trustee as ,ts agent for the purpose of mak�ng distnbubons from the Trust Funds In this regard the terms and condiUons set forth �n the Plan are to gu�de and control the Trustee s power. Secbon 2 4 Valuat�on of Trust Funds At least once a year as of Valuation Dates des�gnated by the Trustee. the Trustee shall determ�ne the value of the Trust Funds. Assets of the Trust Funds shall be vaiued at their market values at the close of business on the Valuat�on Date. or �n thQ 8bS@nC@ Of rQBdily 85C@rt3lnabl@ market v8lues d5 th@ TruStee Shdll determ�ne, m accordance wrth methoas cons�stently fpllowetl anC uniformly dpplied ARTICIE III. For Protection of Trustee. Section 3 1 Evidence of Action by Employer The Trustee may rely upon any cernf�cate. nouce or d�rect�on purporting to have been s�gned on behalf of the Employer wh�ch the Trustee be��eves to have been s�gned by a duly des�gnated off�cial of the Employer No commun�cat�on shall be b�nd�ng upon any of the Trust F;�nds or Trustee unt�l they are rece�ved by the Trustee. Sechon 3 2 Adv�ce of Counsei The Trustee may consult wrth any iegal counsei w�th respect to !h2 ConstruCtiOn of this Agreement. �ts dut�es hereunder, or any act. wn�cn �t proposes to take or om�t. and shaii not be liable for any act�on taken or om�tted �n good fa�th pursuant to such adv�ce. Sect�on 3.3. M�scellaneous. The Trustee shall use ord�nary care ancl reasonable d�ligence. but shall not be I�able for any mistake of �udgment or other action taken �n good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by reasons of any investment made �n good farth and in accordance wrth the prov�s�ons of th�s Agreement The Trustee's duUes and obligations shall be i�m�ted to those expressly �mposed upon �t by this Agreement. ARTICIE IV. Taxes, Expenses and Compensatfon of Trustee. Section 4.1. Taxes. The Trustee shall deduct from and charge aga�nst the Trust Funds any taxes on the Trust Funds or the �ncome tnereof or wh�ch the Trustee �s required to pay w�th respect to the �nterest ot any person therein. Section 4.2. Expenses. The Trustee shall deduct from and charge against the Trust Funds all reasonable expenses �ncurred by the Trustee in the administretion Of the Trust Funds, inCluding counsel, agency. mvestment ativisory, and other necessary fees AHTICLE V. SeNlementof Accounts. The Trustee shaii keep accurate and detailed accounts of all �nvestments, rece�pts. tlisbursements, and other transacUons hereunder. Within ninety (90) days after the close of each fiscal year, the Trustee shall render in dupliCate to the Employer an account of its acts and transactions as Trustee hereunder. If any part of the Trust Fund shall be invested through the medium of any common, collective or comm�ngled Trust Funds, the last annual report of such Trust Funds shall be submrtted wrth and mcorporated m the account. If within ninety (90) days after Ihe mailing of the aCCount or any amended account the Employer has not filed with the Trustee not�ce of any ob�ect�on to any act or transaction of the Trustee, the account or amended account shall become an account stated. If any ob�ect�on has been f�led, and �f the Employer �s sat�sfied that it should be w�thdrawn or rf the account �s ad�usted to the Employer's saUsfaction, the Employer shall �n wnnng filed w�th the Trustee s�gnify approval ot the account and �t shall become an account stated. When an account becomes an account stated. such account sha�� hnally setUed. and the Trustee shall be complete�y d�scharged a�' released as �f such account had been settled and allowed by a �udgme or tlecree of a court of competent �ur�sd�ction �n an act�on or proceed�ng �n wh�ch the Trustee and the Employer were parties Th2 Tru5te2 Shall have the r�ght to apply at any t�me to a court of competent �unstliction for the �ud�c�al settlement of �ts account. ARTICLE VI. Resignation and Removal of Trustee. Sect�on 6 t Res�gnat�on of Trustee The Trustee may res�gn ac any t�me dy '�i�ng w�th tne Empioyer rts wr�tten res�gnation Such res�gnauon shan take effect s�xty �60) days from the date of such fil�ng and upon appo�ntment of a successor pursuant to Sect�on 6 3. wh�chever snaii f�rst occur Sect�on 6 2 Removal of Trustee The Employer may remove :ne Trustee at any time by del�ver�ng to the Trustee a wr�tten not�ce of �ts removal and an appo�ntment of a successor pursuant to Sect�on 6 3 Such removal snall not take effect pnor to sixty 16C1 tlays from such dei�very uniess the Trustee agrees to an earl�er effect�ve date. Sechon 6 3 Appo�ntment ot Successor Trustee The appomtmerr of a successor to !he Trustee shall take effect upon t!�+e �ei�very !o :he Trustee of �al an �nstrument �n wr�t�ng executed by the Empioye� appomt�ng such successor and exoneratmg s�ch successor from liability for the acts and omissions of its predecessor. and (bj an acceptance �n wr�hng, executed by such successor Aii of the prov�s�ons set forth here�n w�th respect te the Trustee shaii �eiate to each successo� w�th ±he same force and P!fec? as �f sucn successor nad been or�g�naiiy namea as Trustee h?reuntler If a s❑ccessor :s not appo�^ted w�th s�x,y !60? Cays after the Trus��: g�ves noc�ce of �;s res�gnat�on pursuant co Sect�on 6 1. the Trustee m:, apply !o dny Court c! Competent �unsdiC!ion for dppointment o+ successor Sect�on 6� Trans!er of ru,�Cs to Successor Upon the �esignatipn or removai of the Tr�stee and appo�ntment of a successor, and after tne f�na1 account of the Trustee has been properly settled. the Trustee shall transfer and deirver any of the Trust Funds �nvolved to such succeSsor ARTICLE VII. Duration and Revocation ol Trust Agreement. Sect�on 7 � Durat�on and Revocat�on Th�s Trust shall continue for such t�me as may be necessary to accompl�sh the purpose for wh�ch �t was Created but may be �erm�nated or revoked at any t�me by the Emplpyer as �t reiates to any and. or all reiated partic�pahng Employees Wntten nohce of such term�nahon or revocation shall be given to the Trustee by the Employer Upon termination or revocation of the Trust. all of the assets thereof shall return to and revert to the Employer Term�nat�on of th�s Trust shall not. however, rel�eve the Employer of the Empioyer s cont�nu�ng obl�gat�on to pay deferred compensation to Employees �n accordance w�th the terms of the Plan. Section 7 2 Amendment The Employer shall have the nght to amend this Agreement in whole and in part but only with the Trustee s wntten consent Any such amendment shall become effective upon (a) delivery to the Trustee of a wntten �nstrument of amendment, and (b) the endorsement by the Trustee on such �nstr�ment of �ts consent thereto ARTICLE VIII. Miscellaneous. Section 8. t Laws of the District of Columbia to Govern Th�s Agreement and the Trusi hereby created shall be construed and regulated by the laws of the Distnct of Columb�a. Section 8 2 Successor Employers. The 'Employer' shall �nclude ar . person who succeeds the Employer and who thereby becomes sub�ec to the obl�gaUons of the Employer under the Plan. Sect�on 8 3. Withdrawals. The Employer may, at any time. and troR t�me to t�me, w�thdraw a portion or all of Trust Funds created by tn�s Agreement. Section 8.4. Gender and Number. The masculine includes the feminine and the singular �ncludes the plural unless the context requ�res another meaning. •