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HomeMy WebLinkAbout4082 .�. 't � + � + +j "' . .. � � . � i .. � . rr . ye - '_� ` 1 ' — e 1 -. • ' �� ORDINANCE .NO.. 4. 0 .8 2; �� 2 AN ORDINANCE OF �THE_ CITY. COUNC�IL ;OF THE CI,T.Y' OF AUBURN; WASHINGTON,,; ADOPTING . 3 � THE ICMA DEFERRED COMPENSATION PLAN FOR CITY OF .AUBURN EMPLOYEES'. 4 WHEREAS, the City of Auburn has employees rendering daluable services; 5� and. 6 WHEREAS, establisFunent of a deferred compensation plan ,for .such 7� e"mployees wi.11 serve the i.nterest o'f the City by enabli,ng it to prov.i:de 8 reasonatile retir."ement� security for its :employees; tiy ;providing increased 9 flexibili;ty in its pe"rsonnel .management system, and .by assisting in ihe 16 attraction .and retentiori of competent ;per"sonnel ; ,and 11 WHEREAS, the :City has determiried. that •the' estatilishment of the deferred 12 compensation- pl:an to tie administered by the ICMA. Retirement Corporati.on will, ,13 ' ser-ve the a6ove objectives.;, and ,. '14 • WHEREAS, the :Gity desire"s tihat the investment of funds he1.d under the 15 deferred compensation plan :be admini,stered by the .ICMA Retirement Cor.poration, 16 ' as Trustee., w.ith .the �understanding that such funds �will tie� held tiy the, ICMA 17 , �Ret.irement Trust, a trust established by ,public .employers for the purpose of .18 representing the i.nterests of sucti eroployers wifh respecf to the co7lective 19 investment of funds held under tFieir de.ferred' compensations ;plans, 20 NOW,, THEREFORE,. ?HE CITY COUNCIL OF' THE' CITY OF AUBURN, WASHIN6TON; DO 21 ' ORDAIN AS FOLLOWS 22 Sectfion_ 1. Tfie. City�of Auburn 6ereby adopfs .tfie deferred compens@tion 23 lan;; -attached her.eto as A eridiz A, and a oints the ICMA Rgti'r.ement- P P.P PP •� .. 24 ' Cor.poration to serve as Administrator thereunder. 25 Section.2. The C.ity of' Auburn fiereby execu`tes the ICMA Retirement Trust, • 26 ,attached hergto as Appendix "B. 27 Secti,on 3. �The Gity of Autiurn hereby• adopts ,the trust agreement, attached 28 her:eto as Appendix. C, and �appoints the ICMA Refirement. Gorporation as T.rustee 29. : thereunder„and directs that ICMA- Retirement Conporation�, as Trustee, to inves. 30 all funds heTd under the. tlefe`rred compen'sation pl'an ^th'r.ough �ttie .ICMA 'Refi'reme . 31 `- Trust as soon as 9s practicable: ^ , 32, -..- -=-.______--=--`--=°---==----- , � Ordinance ,No. �082 , , < Page One , , � � - ', 8/23/85� ' �� - � � '" � < ' ., , .. - . i 1 Section 4. The. C.ity of Auburn F.iriance Di.rector, shaTl be the coordinator 2 for this program .and sha1T" .rece.ive necessary`reports, notices, etc. from the ' 3 ICMA Retirement Corporation as. Adminisfrator., and s6a11 cast; on 'behalf .of the 4� City of Autiurn, any required votes under the: program: Administrative iluties �� 5 ' to ca,rry-out the pTan may be assigned. to �the appropr.iate departments. � ;6� Section 5;., Tfie Ma•yor is hereby authorized to :implement such ;administra= q tiqe procedures as may be� necessary to carry out tFie. directions of tfiis. g Tegislation:. � g Seciion.6. This Ordinance shaTl take effecb and be in �force fi've (5) days `10 f.rom and after its. passage, approqal and pu.blication, as proyided tiy law. , 11 • , 12 " , .- INTRODUGED: SEPTEMBER'�16, 1485 __ _ . � % -- - - 13 ' '� - - : PASSED: _____SEPTEMBER.,.16, 1985._., . _ .. . _. ._ ._ �._- ,.,-. ..- --_. _ ... 14 . 15. APPROVED: EMBER __,,, 1985 , , 18 - - � • " ;` ; 17 ' � � � _ . M. � � - , " 38 ,, - > � 19. ATTEST.:. � ' 20�� ' 21 G�%2GGl.C.G/i'/�:�����'',�-/. . ". . . ��erk , , 22 23 , ' APPROV, AS TO FORM: 24 i� � 25 ' �. . . - �. . . .. , '26 - — : -- - . City ttorney 27_ - 28. . PUBGISHED: SEPTEMBER.�22';.. 1985. _. 29. , , 30' .31 , g2 -_=__-;.--.a-=.==-=-===-==-=--=='=--=-- ` Ordinance. No. 4082 -Page Two of Tw6 � � 8%23J85 .. _ APPENDIX A ("EMPLOYER") DEFERRED COMPENSATION PLAN I. INTRODUCTION include any amount excludable from gross income unde�this The Employer he�eby establishes the Employer's Deferred Plan or any other plan tlescribed in section 457�b) of the Compensation Plan,hereinafter referred toas ihe 'Plan. The Plan Internal Revenue Code,any amount excludable from gross consists of the provisions set forth in this document income under section 403�b) of the Internal Revenue Code, ThepnmarypurposeofthisPlanistoprovideretirementincome or any other amount exclutlable from gross income for and other deferred benetits to the Employees of the Employer in fetleral income tax purposes. Includible Compensation shall accordance with the provisions of section 457 of the Internal 6e determined without rega�d to any community property Revenue Code of 1954, as amended. laws This Plan shall be an agreement solely between the Employer y,07 JoinAer Agreement:An agreement entered into between an and participating Employees. Employee and the Employer including any amendments or modifications thereof. Such agreement shall fix the amount II. DEFINITIONS of Deferred Compensation, specify a preference among the 2.01 Aeeount The bookkeeping account meintained for eech investment alternatives designated by the Employer, Participant ref�ecting the cumulative amount of the designate the Employee's Beneficiary or 8eneficiaries,and ParticipanYs Deferred Compensation,including any income, �ncorporate the terms,conditions,and provisions of the Plan gains, losses, or increases or decreases in market value by reference. attributable to the Employer's investment of the ParticipanYs 208 Normel Compensalion:The amount of compensation which Deferred Compensation,and turther reflecting any distribu- would be payable to a Participant by the Employer for a tions to the Participant or the ParticipanYs Beneficiary anC taxable year if no Joinder Agreement were in effect to defer any fees or expenses charged against such ParticipanYs compensation untler this Plan. Deferred Compensation. 2.09 Normal Retirement Age:Age 70, unless the Participant has 2.02 Adminiatrator. The person or persons named to carry out electetl an alternate Normal Retirement Age by written certainnondiscretionaryadmmistrativefuncLonsunderthe instrumentdeliveredtotheAdministretorpnortoSeparation Plan, as hereinefter described. The Employer mey remove from Service. A ParticipanYs Normal Retirement Age any person as Administrator upon 60 days advance notice in determines (a) the latest time when banefits may commence writing to such person, in which case ihe Employer shall under Ihis Plan (unless the Participant continues employ- name another person or persons to ect as Administrator The ment after Normal RetirementAge),and(b)the period during Admimstrator may resign upon 60 days advance notice in which a Participant may utilize the catch-up limitation of writing to the Employer,in which the casethe Employershall Sec[ion 5.02 hereunaer Once a Participant nas to any extent name another person or persons to act as Administrator utilized the catch-up limitation of Section 5.02, his Normal Retirement Age may not be changed. 2.03 Beneliclary: 7he person or persons designated by the A ParticipanYs alternate Normal Retirement Age may not ParticiDanl in hls Joinder Agreement who shall receive any be earlier than the earliest date that the Participent will benefits payeble hereunder in the event of the PerticipanYs become eligible to retire antl receive unreduced retirement death. benefits underthe Employer's basic retirementplan covering 2.09 DeterreA Compansallon:The amount of Normal Compensa- the Participant and may not be later than the date the tion otherwise payable to the Participant which the Participant attains age 70. If a Partiapant continues Participant antl the Employer mutually agree to defer employment after attaining age 70, not having previously hereunder anyamounicreditedtoaParticipanYsAccountby electedanalternateNormalRetirementAge,lheParticipanl's reason of a transfer under Section 6.03,or any otheramount alternate Normal Retirement Age shall not be later than;he which the Employer agrees to c�edit to a Participant's mandatory retirement age, if any established by the Account. Employer or the age at which the Participant actually separates from service if the Employer has no mandatory 2.05 Emptoyee: Any indrvidual who provides services for the retirement age. If the Participant will not become eligible to Employer whether as an employee of the Employer or as an receive benefits under a basic retirement plan maintained by independent contractor,and who has been designated by the the Employer the ParticipanPs alternate Normal Retirement Employer as eligible to participate in the Plan, qge may not be earlier than attainment of age 55 and may not 2.06 InolurIIble CompensaUon: The amount of an Employee's be later than attainment ot age 70. compensation trom the Employer for a taxable year that is attributable to services performed for the Employer and that Z•�0 Partielpant:Any Employee who has joined the Plan pursuant is includible in the Employee's gross income for the taxable to the requirements of Article N �, year for federal income tau purposes: such term does not 2.11 Man Year. The calendar year '� 1 2.12 Retirement: The first tlate upon which both of the following plan). For purposes of this Section�5.02, a ParticipanYs shall have occuried with respect to a Participant:Separation Includible Compensation forthecurrenttaxableyearshall be from Service and attainment of Normal Retirement Age. deemed to include any Defe�red Compensation for the 213 Separation hom Servlee: Severance of the ParticipanYs taxable year in excess of the amount permitted under the employment with the Employer A Pa�ticipant shall be Normal Limitation,end the PBrticipanYs IncluCible Compen- Ceemetl to have severed his employment with the Employer sation for any prior taxable year shall be deemed to exclude for purposes of this Plan when, in accortlance with ihe any amount that could have been deferred under the Normal established practices oi the Employer the employment Limitation for such prior taxable year relationship is considered to have actually terminated.In the 5.03 Seclion 4D3(b)Annuities: For purposes ot Sections 5.01 and caseofaPanc�ipantwhoisanindependentcoMractorofthe SA2, amounts contributed by the Employer on behalf ot a Employer Separation from Service shall be deemed to have Participant for the purchase of an annuity contract described occurred w�en the ParticipanYs contraCt under which in section 403(b) of the Internal Revenue Code shall be serv�ces are performed has completely expired and treated as if euch amounts constituted Deferred Compensa- terminated, there is no foreseeable possibility that the tion under lhis Plan for the taxable year in which the EmployerwillrenewtheContractorenterintoanewcon(ract contribution was made and shall the7eby reduce the forthe Participant's services,and it is not anticipatetl thatthe maximum amount that may be tleterred forsuch ta�cableyear Participant will become an Employee of the Employer. VI. INVESTMENTS AND ACCOUNT VAWES 111. ADMINISTRATION 6.01 Inyestment ot Delerred Compensatioe: Ail investments of 3.01 Dutiea ol Employer:The Employer shall havethe authorityto Perticipents'Deferred Compensation made bythe Employer make all discretionary decisions affecting the rights or including all property and rights purchasetl with such benefits of PartiCipants which may be required in Ihe amountsandallincomeattributablethereto,shallbethesole administrat�on of Ihis Plan property of the Employer and shall not be held in trust for � Participants or as collateral security for the fulfillment of the 3.02 Duties ol Admfnistrator. The Administrator as agent for the Employer s obtigations under the Plan Such property shall Employer shall perform nondiscretionary administrative besub�ecttotheclaimsofgeneralcreditorsoftheEmployer functions in connection with the Plan, including the and no Participant or Beneficiary shall have any vested mamtenance of Part�cipants' Accounts, the provision of mterest or secured or preterretl position wrth respect to such periodic reports of the slatus of each Account and the propertyorhaveanyclaimagainsttheEmployerexceptasa disbursement of benefits on behalf of the Employer in general creditor accortlance with the provisions ot this Plan. 8.02 CreNtingofAecouMa:TheParticipanYSAccountshallreflect the amount and value of the investments or other property IV PARTICIPA710N IN TME PLAN obtained by the Employer through the investment ot the Participant's Deferred Compensation. It is anticipated that 4.01 Initial Parlielpatlon:An Employee may become a Participant the Employer's investments with respect to a Partiapant will by entering into a Joinder Agreement prior to the beginning conform to the investment preference specifietl in the of the calendar month in which the Jointler Agreement is to participant's Joinder Agreemant, but nothing herein shall be become effective to defer compensation not yet earned. construad to require the Employer to make any particuler 4.02 Amendment of Jofnder Agreement:A Participant may amend investment of a PartcipanYs Deferred Compensation. Each an executed Joinder Agreement to change the amount of perticipant shall receive periodic reports,not less frequently compensation not yet earned which is to be deterred than annually showing the then-c_urrent value of his (includingthereductionofsuchfuturedeferralstozero)orto Account. change his investment preference (subject to such restrio twns as may resWt from the nature ortermsof any investmeM 6.03 Acceptance of Trensfere: Pursuant to an appropriate written made by the Employer). Such amendment shall become agreement, the Employer may accept and credit to a effective as of the begirining of the calendar month PertcipanYs Account amounts transferred from another commencing atter the date the amentlment is executetl. A employer within the same State representing amounts held ParticipantmayatanytimeamendhisJoinderAgreementto by such other employer under an eligible State deferred change the designated Beneficia�y and such amendment compensation plan described in section 457 of the Internal shall become effective immediately. Revenue Code. Any such transferred amoun[ shall not be treated as a deterral subject to the hmrtaLons of Article V V LIMITATIONS ON DEFERRALS provided however that the actual amount of any deferral 5.01 Normal Umitatlon: Except as p�ovided in Section 5.02, the under the plan from which the transfer is made shal I be taken maximum amount of Deferred Compensation for eny into account in computing the catch-up limrtation under Participant for any taxable year shall not exceed the lesser of Section 5.02. $7,500.00 or 83 1/3 percent of the PerticipanYs Includible 6.OA EmptoyerLiability:InnoeventshalltheEmployer'sliabilityto Compensation for the taxable year. This limilation will paybenefitstoaPa�tiapantunderArticleVlexceedthevalue ordinarily be equivalent to the lesser of $7,500.00 or 25 ot the amounts credited to the Participant's Account; the percent of the Participent's Normal Compensation. Employe� shall not be liable for losses arising from 5.02 Catch-up Limitation: For each of the last three (3) taxable depreciation or sh�inkage in the value of any investments years of a Partic�pant ending before his attainmentof Normal acquired under this Plan. Retirement Age, the maximum amount of Deferred Compensation shall be the lesser of. (1) $15,000 or (2) the y��, gENEFITS sum oi(i)the Normal Limitation for the ta�cable year and(ii) Ihat portion of the Normal Limitation for each of the prior 7.0/ Retirement Benefils and Election on Separation from taxable years of the ParUcipant commencing atter 1978 Service: Except as othe7wise provided in this Article VII,the Ouring which the Plan was in existence and the Participant distribution of a ParticipanYs Account shall commence was eligible to participate in the Plan (or in any other plan duringthesecondcalendarmonthafterthecloseofthePlan established under section 457 of the Inteinal Revenue Code Vear of the Participant's Retirement,and the distr�bution of by an employer within the same State as the Employer) less such Retirement benefits shall be made in accordance with the amount of Deferred Compensation for eaCh such prior one of the payment opLons described in Section 7 02. taxable yea� (includmg amounts deferred under such other Notwdhstanding the fore9oing, the Pardcipant may irrevo- 2 cably elect wRhm 60 days following Separation from Service Sections 7.01 or 7.06,a dp.ath bene�it equal to the value of the tohavethedistributiono�benehtscommenceonadateother PartiapanPs Account shall be payable to the Benefiaary than that describetl in the preceding sentence which is at commencing no Iaterthan60daysafterthecloseotthePlan least 60 tlays after the date such election is deliveretl in Year in whiCh the Participant would have attained Normal writing to Ihe Employer and forwarded to the Admmistrator Retirement Age. Such death benefit shall be paid in a lump but not later than 60 tlays after the close of the Plan Vear of sum unless the Benefic�ary elects a different payment option the Participant's Retirement. within 90 days of the PartiapanYs death.A 8eneficiary who 7.02 Payment Options:As provided in Sections 7 07,7.05 and 7.06, may elect a payment option pursuant to the provisions of the a Participant may elect to have the value of his Account PrecedingsentenceshallbetreatedasifhewereaPart�cipant distributed in accordance with one of the following payment for purposes of determining the payment options available options, provided that such option is consistent with the undar Section 7.02; providetl, however that the payment limitations set fo�th in Secuon 7.03 option chosen by the Beneficiary must provide for payments to the Beneficiary over a penod no longer than Ihe life (a) Equal monthly quarterly, semi-annual or annual expectancy of the Beneficiary if the Beneficiary is the payments in an amount chosen by the Participant, Participant's spouse and must provide for payments over a continwng untd his Account is exhaustetl, penod nOt in excess of fifteen (15)years if the Beneficiary is (b) One lump sum payment; not the ParlwipanCs spouse. (c) Approximatelyequal monthly quarterly semi-annual 7.06 Disability:IntheeventaParticipantbecomesdisabletlbefore the commencement of Retirement beneh[s untle� Sec6on or annual payments, calculated to continue for a period 7,01 the Participant may elect to commence benefits untler certam chosen by the Participant; one of the payment options descnbed m Sectwn�02 on the (d) Payments equal to payments made by the issuer of a last day ol the month following a tletermination of disability retirement annuity policy acquired by ihe Employer; by the Employer The ParticipanYs request for such (e) Any other payment option electetl by the Participant determination must be made within a reasonable time after and agreed to by the Employer the impairment which constrtutes the disability occurs A Part�cipant shall be consideretl disabled for purposes of this A ParticipanYs election of a payment option must be made at Plan if he is unable to engage in any substantial gainful least 30 days beforethe payment of banefits is to commence. activity by reason of any medically tleterminable physical or IF a Participant fa�ls to make a timely election of a payment mental impairment which can be expectetl to result in death option,benefits shall be paid monthly under option(c)above or be of long-continued antl indefinite tluration. The for a penod of tive years. tlisabdrty of any Partiapant shall be tleterminetl in 7.03 Limitation on Options: No payment option may be selected accordance with uniform principles consistently applietl and bytheParticipantunderSection7.02unlessthepresentvalue upon the basis of such medical evidence�as the Employer of the payments to the Participant,determined as ot ihe date deems necessary and tlesvable. benefits commence,exceetls 50 percent of Ihe value of the 7.07 UMareaeeable Emergeneies: In the event an unforeseeable ParticipanYs Account as of the date benefits commence. emergency occurs,a Participant may apply to the Employer Present value determmations under this Section shall be to recerve ihat part of the value of his account that is made by the Administrator in accordance with ihe expected reasonably needetl to satisfy the emergency need if such an retum mWtiples set forih in section 1.72-9 of the Federal applicahon isapprovedbytheEmployer theParticipantshall Income Tax Regulations(or any successor provision to such be paid only such amount as the Employer deems necessary regulations). to meet the emergency need,but payment shall not be made to the extent that the financial hardship may be relieved 7.04 Post-retirement Death Beneilts: Should the Participant die through cessaLon of deferral untler the Plan, msurance or after he has begun to receive benefits under a payment other reimbursement, or hqwtlation of other assets to ihe option, the remaimng payments, if any under the payment extentsuch Iiqwdationwouldnotdselfcausesevere0nancial option shall be payable to the ParticipanPs Beneficiary hardship. An unforeseeable emergency shall be deemed to commencingwrthin60daysaftertheAdministratorreceives mvolveonlyarcumstancesofseverefinancialhardshiptothe proof of the ParticipanCs death,unless ihe Beneficiary eleCts Participant resulting from asudden and unexpected illness or payment under a ditferent payment option at least 30 days accident of ihe Participant or of a dependent (as defined in prior to the date ihat the hrst payment becomes payable to section 152(a) of the Internal Revenue Code) of the the Beneficiary In no event shall ihe Employer or parncipam,lossoftheParticipanCspropertyduetocasualty Administrator be hable to the Benehciary for the amount of or other similar antl extraordmary unforeseeable arcum- any payment matle in Ihe name of the Participant,before the stances arising as a resWt of events beyond the control of the ndmin�s[ra[or recerves proof of tleath of the Pertimpant partiapant.The need to send a ParticipanYs child to college Notwithstanding the foregoing, paymenis to a Beneficiary or to purchase a new home shall not be considered shallnotextendoveraperiodlongerthan(i)theBeneficiary's unforeseeable emergencies The determmation as to life expectancy if the Beneficiary is the Participant's spouse whether such an unforeseeable emergency exists shall be or (iq fifteen (15) years rf the 8eneticiary is not the based on the merrts of each indrndual case. PartiapanYs spouse. If no Beneficiary is des�gnated in the Jomder Agreement,or if the designated Beneficiary does not survrve the Participant for a period of fifteen (15)days, then VIII. NON-ASSIGNABILITY the commuted value of any remaining payments under the No Participant or Benehciary shall have any nght to commute, payment option shall be paid in a lump sum to the estate of sell,assign,pledge,transfer or otherwise convey or encumber the the Panc�ipant. If the designated Beneficiary survives the right to recerve any paymenis hereunder which payments and Partiapant for a penod of fdteen (15) days, but does not rights are expressly declared to be non-assignable and norn continue to live for the remaming penod of payments under transferable. the payment option (as modified,if necessary in conformity �x. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT with the third sentence of this section),then the commuted . value of any remaining payments under the payment opti0n AGREEMENTS shall be paitl in a lump sum to the estate of the Beneficiary This Plan serves m addition to any other retirement,pension.or benefit plan or system presently in existence or hereinafter 7.05 Pre-retirement Death Benefits: Should ihe Participant die established for the benefit of the Employers employees, and before he has begun to receive ihe benefits provided by participatwn hereunder shall not affect benefits receivable under 3 any such plan or system. Notivng contained in this Plan shall be period, the Employer notifies the Administrator in Writing that it deemed to constitute an employment contract or agreement disapproves suoh amentlment, in which case such amendment between any Participant and the Employer or to give any shall not become effective In the event of such disapproval, the Participant the right to be retainetl in the employ of the Employer Administrator shall be untler no obligation to continue acting as Nor shall anything herein be construed to modify the terms of any Administrator hereunder employment contract or agreement between a Participant and the No amendment or termination of the Plan shall drvest any Employer Participant of any rights with respect to compensation deferred be�ore the date of the amendment or termination. X. AMENOMENT OR TERMINATION OF PLAN XI. APPLICABLE LAW The Employer may at any time amend this Plan provided that it This Plan shall be construed under the laws oi the state where transmrts such amendment in writing to the Adm�mstrator at least the Employer is locatetl and is established wrth the intent that rt 30 days prior to the effective date of the amendmenL The consent meet the requirementsof an 'eligible Statedeferredcompensation of the Administrator shall not be required in order for such plan' under section 457 of the Internal Revenue Code of 1954,as amentlment to become effective, but the Administrator shall be amentled TheprovisionsotthisPlanshallbeinterpretedwherever undernoobhgationtocontinueactingasAdministratorhereunder possble in conformiry with the requirements of that section. if it d�sapproves of such amendment. The Employer may at any time terminate this Plan The Administrator may at any time propose an amendment to XII. GENDER AND NUMBER thePlanbyaninsirumentinwritingiransmittetltotheEmployerat Themasculinepronoun,wheneverusedherein,shallincludethe least 30 days betore the effective date ot ihe amendment. Such feminine pronoun,and the singularshallincludetheplural.except amendment shall become effective unless, within such 30-day where Ihe context requires olherwise. 4 � APPENDIX B DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Delinitions ARTICLE II. Creation and Purpose ol the TrusF,Ownerehlp o1 Trust Property SECTION 1 1. Name. The Name of the Trust created hereby is the SECTION 2.7. Creation. The RetiremeM Trust is created and ICMA Retirement Trust established by the execution of this Declaration of Trust tiy the Trustees SECTION 1 2 Definitions. Wherever they are usetl herein, the and the participating Public Employers following terms shall have the following respectrve meanings. SECTION 2.2. Purpose. The purpose of the Retirement Trust is to (a) By-Laws. The By-Laws referretl to m SecLon 4.7 hereof, as provide tor the commingled imestment of funds held by the Pubhc amended from time to time. Employers in connection wrth their Deferred Compensahon Plans.The (b) Deferred Compensation Plan.A de(erred compensation plan Trust Property shali be invested in the Portfolios, in Guaranteed established and maintained by a PublicEmployerforthe purpose Invesiment Contracts and in other investmeMs recommended by ihe of providing retirement income antl other deferred benefits to its �nvesiment Ativiser under the supervision of Ihe Board of Trustees. employees m accordance wrth the provisions of section 457 of SECTION 2.3 Ownership of Trust Properry The Trustees shall have the Internal Revenue Cotle of 7954. as amended legal title to the Trust Property The Public Employers shall be the � (c) Guaranteed Investment Contract.A contract entered mto by beneficial owners of the Trust Property the Retvement Trust with insurance compames that provides for a guaranteed rate of return on mvesiments made pursuant to such contract. ARTICLE III. Trustees (d) ICMA. The International City Management Association. SECTION 3 i. Number and Oualification of Trustees. (e) ICMA/RC Trustees. Those Trustees elected by the Public (a) The Board of Trustees sKall consist of nine Trustees Frve ot Employers who, in accordance with the provisions of Section the Trustees shall be full-time employees of a Pubhc Employer 3.1(a)hereof,arealsomembersoftheBoardofDirectorsoflCMA (Ihe Publm Employee Trustees) who are authorized by such or RC Public Employer to serveas Trustee.The remaining four Trustees (f) Investment Ativiser The Investment Adviserthat enters into a shall consist of two persons who, at the time of election to the contractwrththeRehrementTrusttoprovideadvicewrthrespect Board of Trustees, are members of the Board of Directors of to invesiment of ihe Trust Property ICMA and Iwo persons who,at ihe Lme of election,are members of the Board of Directors of RC (the ICMA/RC Trustees) One of (g) Employer Trust A trust created pursuant to an agreement the Trustees who is a tlirector of ICMA,and one of Ihe Trustees between RC and a Public Employer for the purpose ot investing who is a dvector of RC,shall,at tlie time of election,be full-time and administering the funds set aside by such employer m employees of a Public Employer connection with its deferred compensation agreements with its employee5. (b) No person may serve as a Trustee for more ihan one term in any ten-year period (h) Portfolws The Portfolios of investments established by the SECTION 3.2. Election and Term- Investment AtiviSer to the Retirement Trust, under the supervision of the Trustees, tor the purpose of providing (a) Except for the Trustees appointed to fill vacancies pursuanl mvestments for the Trust Properry to Section 3.5 hereof,the Trustees shall be electetl by a vote of a (i) Public Employee Trustees. Those Trustees elected by the ma�onry of the Public Employers in accordance wnh the Pubhc Employers who, m accordance wrth the provisions ot Procedures set forth in the By-Laws Section 3.1(a) hereof, are full-time employees of Public (b) At the first elechon of Trustees, threa Trustees shall be Employers. elected tor a term of three years,three Trustees shall be elected for a term of two years and three Trustees shall be elected for a (j) Public Employer A unrt of state or local government,or any term of one year At each subsequent election, three Trustees agency or instrumentality ihereof, that has atlopted a Deferred shall be�lected for a term of three years and until his or her Compensatwn Plan and has executed this Declaration of Trust. successo"r is elected and qualified (k) RC. The International City Management Association SECTION �3:3 Nominations The 7rustees who are full-time Retirement Corporation. employees of"Public Employers shall serve as the Nominating (I) Re[irement Trust. The Trust created by this Declaration of Committee for the Public Employee Trustees. The Nominatmg Trust Commrttee shall choose candidates for Public Employee Trustees in (m) Trust Property The amounts held m the Retvement Trust on accordance with the procedures set forth in the By-Laws. behalf of ihe Publ�c Employers.The Trust Property shall include SECTION 3 4 Resignation and Removal. any incOme resulting from the mvestment of theamounts so held. (a) Any Trustee may resign as Trustee(wrthout need for pnor or (n) Trustees. The Pubhc Employee Trustees and ICMA/RC subsequentaccounllng)byamnstrumenUnwritingsignedbythe Trustees elected by the Public Employers to serve as membersof Trustee and dehvered ro the other Trustees and such resignation the 8oard of Trustees ot the Retirement Trust shall be e8ectwe upon such dehvery or at a later date accordmg 1 to the terms of the instrurr�ent. Any of the Trustees may be times show that all such investments aig a part•of the Trust removed for cause, by a vote of a ma�ority of the Public Property Employers (h) make, execute, acknowledge, and deliver any and all (b) Each PublicEmployee7rusteeshall�esignhisorherposition documents of transfer and conveyance and any and all other asTrusteewithinsixtydaysofthedateonwhichheorsheceases instrumentsthatmaybenecessaryorappropriatetocarryoutthe to be a full-time employee ot a Pubhc Employer powers herein granted, SECTION 3.5. Vacancies. The term of oftice of a Trustee shall (i) vote upon any stock,bontls,or other securities;give general terminate and a vacancy shall occur in the event of the tleath, or special proxies or powers of attorney with or without power of resignation, removal,adjudicated mcompetence or othe�incapacrty to substitution; exercise any conversion privileges, subscription pertormthedutiesoftheofficeofaTrustee.lnthecaseofavacancy the rights, or other options, and make any payments incidental remammg Trustees shall appoint such person as they in theirtliscretion thereto: oppose, oi consent to, or otherwise participate in, shall see fit (subject to the limitations set forth in this Section),to serve corporate reorganizations o�other changes affecting corporate for the unexpiretl portion of the term of the Trustee who has resigned or securities, and delegate tliscretionary powers, and pay any otherwise ceased to be a Truslee.The appomtment shall be made by a assessments or charges in connection therewrth; and generally written instrument signed by a majority of the Trustees. The person exercise any of the powers of an ownei with respect to stocks, appointed must be the same type of 7rustee (i.e Public Employee bonds, securities or other property heltl as part of the Trust Trustee or ICMA/FC Trustee) as the person who has ceased to be a Property� Trustee.An appointment of a Trustee may be made in anticipation of a (j) enter into contracts or arrangements for goods or services vacancy to occur at a later date by reason of retirement or resignation, required in connecUon with the operaLon of the Retirement providedthatsuchappointmentshallnotbecomeeffecLvepnortosuch Trust,including,butnotlimitedto,contractswithcustodiansand retirement or resignation. Whenever a vacancy in the number of contracts for the provision of administrative services; Trustees shall occur untd such vacancy is filled as provided in this (k) borrow or raise money for the purpose of the Retirement Section3.5.theTrusteesinofFice.regardlessofthevnumber shallhave Trustinsuchamount,antluponsuchtermsendcondrtions,asthe all the powers granted to the Trustees and shall discharge all the tluties Trustees shall deem advisable, provided that the aggregate imposed upon the Trustees by this Declaration. A written instrument amount of such borrowings shall not exceed 30%of the value of certifying lhe existenCe of such vacancy signed by a majority of the the Trust Property No person lending money to Ihe Trustees Trustees shall be conclusrve evidence of the existence of such vacancy shall be bound to see the application of the money lent or to SECTION 36. Trustees Serve in Representative Capacity By inquire into its validity expediency or propriety of any such executingthisDeclaration,eachPublwEmployeragreesthatthePublic borrowing; Employee Trustees elected by the Public Employers are authorized to (I) incur reasonable expenses as required fortheoperation of the act as agents and representatives of the Public Employers collectrvely Retvement Trust and deduct such expenses from the Trust Property ARTICLE IV Powers of Trusteea (m) pay expenses properly allocable to the Trust Property SECTION 4 1. General Powers The Trustees shall have the power to incurred in connection with the Deferred Compensation Plans or conduct the business of the Trust and to carry on its operations. Such the Employer Trusts antl deduct such expenses from that portion power shall include, but shall not be limited to, the power to: of the Trust Property beneficially owned bythe Public Employer (a) receive the Trust Property from the Public Employers orfrom to whom such expenses are property allocable; a Trustee of any Employer Trust; (n) pay out of[he Trust Property all real and personal property (b) enter into a contract with an Investment Adviser providing, taxes,income taxes and o[her taxes of any�and all kinds which,in among other things, for the establishment and operation of the the opinion of the Trustees, are properly levied, or assessed Portfolios, selection of'the Guaranteetl Investment Contracts in under existing or future laws upon, or in respect of, the Trust which the Trust Property may be invested, selection ot other P�opertyandallocateanysuchtaxestotheappropriateaccounts; investmentsfortheTrustPropertyandthepaymentofreasonable (o) adopt,amendandrepealtheBy-laws,providedthatsuchBy- fees to the Investment Adviser antl to any sud�nvestmantadviser Laws are at all times consistent with the terms of this Declaration retained by the Investment Adviser, of TrusF (c) review annually the performance of the Imestment Adviser (p) employ persons to make available interests in the Retirement and approveannually the contract with such Investment Adviser Trust to employers eligible to maintain a tleferred compensation plan under section 457 of the Internal Revenue Code, as (d) invest and reinvest the Trust Property in the Portfolios,the amentled; Guarantee0 Investment Contracts and in any other investment recommentletl by the Investment Adviser provided that if a (q) issue the Annual Report of the Retirement Trust, antl the Public Employer has tlirected that its monies be invested in disclosure documents and other literature used by the specified Portfolios or in a Guaranteed Investment Contract,Ihe Rehrement Trust; Trustees of the Retirement Trust shall invest such monies in (r) make loans, including the purchase of debt obligations, accordance wrth such directions: provided that all such loans shall bear mterest at the current (e) keep such portion of the Trust Property in cash or cash market rate; balancesastheTrustees,fromtimetotime,maydeemtobemthe (s) coMrectfor anddelegateanypowersgrantedhereuoderto, best interest of the Relirement Trust created hereby without such officers, agents,employees, auditors and attorneys as the liability for interest thereon; Trustees mey select,provided that the Trustees may not delegate (f) accept and retain for such time as they may deem advisable the powers set forth in paragraphs(b),(c)and(o)of this Section any securities or other property received or acquiied by them as 4.1 and may not delegate any powers if such delegation would Trustees hereunder whether or not such secunties or other violate their fiduaary duties; property would normal ly be purchased as investments here- (t) provide for the indemnification of the officers and Trustees of under the Retirement Trust and purchase fiduaary insuiance; (g) cause any securities or other properry held as part ot the (u) maintain booksand records,including separateactountsfo� Trust Properry to be registered in the name of the Retirement each Public Employer or Employer Trust and such additional Trust or in ihe name of a nom�nee,and to hold any investments in separate accounts as are required under and consistent with,the bearer form,but the books and records of the Trustees shall atall Deferred Compensation Plan of each Public Employer, and 2 • (v) doall such acts, take ell such proceedings,and exerc�se all SECTION 5.3. Bontl. No Trustee�hall be Obliqated to give any bond such rights and privileges, although not specifically mentioned or other secunty tor the peAormance of any of his or her duties herein, as the Trustees may tleem necessary or appropnate to hereuntler. admin ister the Trust Property antl to carry out the purposes of the Retirement Trust ARTICLE VI.Annual Report to Shareholden SECTION 4.2. Distribution of Trust Property Distributions of the The Trustees shall annually submit to the Public Employers a written Trust Property shall be made to,or on behalf of,the Public Employer in repOrt of Ihe transactions of the Retirement Trust, including financial accordance with the teims of the Deferred Compensation Plans or statements which shall be certified by independent public accountants Employer Trusts The Trustees of the Retirement Trust shall be fully chosen by the Trustees. protected in making paymenis m accordance with the dvections of the Public Employers or the Trustees of the Employer Trusts without ascertaining whether such payments are in compliance with the ppTICLE VII. Duration or Amendment of Retirement Trust provisions of the Deferred Compensation Plans o� the agreements creating ihe Employer Trusts. SECTION 7 7. Withdrawal.A Public Employer may at any time,with- draw from this Retirement Trust by deliveimg to the Boardot Trusteesa SECTION 4.3. Execution oi Insiruments. The Trustees may statement to that effect.The withdrawing Public Employer's beneficial unanimously designate any one or more of the Trustees to execute any interest in the Retirement Trust shall be paid out to the Public Employer insirument or tlocument on behalf of all,mcluding but not limited to the or to the Trustee ot the Employer Trust, as appropriate. sign�ng or endorsement of any check and the signing of any applications, insurance and other contracts, and the action of such SECTION 7 2. Duretion. The Retirement Trust shall continue until designatedTrusteeorTrusteesshallhavethesameforceandeffectasif terminated by the vote of a majority of the Public Employers, each taken by all the Trustees casting one vote Upon termination, all of the Trust Property shall be paid out to the Public Employers orthe Trustees of the Employer Trusts. AHTICLE V Duty of Care and Llability of Trustees as appropriate. SECTION 5.1. Duty of Care In exercising the powers hereinbefore SECTION 7.3 AmendmenL The Retirement Trust may be amended granted to the Trustees,the Trustees shall perform al I acts within their by the vote of a majonty of the Public Employers,each casting one wte authority fOr the exclusive purpose oi providing benefits for the Pubhc SECTION 7 4. Procedure. A resoWtion to terminate or amend the Employers, and shall perform such acts with the care, skill, prudence Retirement Trust or to remove a Trustee shall be submittetl to a vote of anddiligencemthecircumstancesthenprevadingthataprudentperson thePubhcEmployersd: (a)ama�orityoftheTrusteessodirect,or�b)a actmg in a likecapacityandfamiliarwith such matterswould use in the petition requesting a vote, signetl by not less than 25%of the Public conduct of an enterprise of a like character and wrth like aims. Employers, is submitted to the Trustees. SECTION 5.2. Liability. The Trustees shall not be liable for any mistake of judgment or other action taken in good faith,and for any action taken oi omitted in reliance in good faith upon the books of ARTICLE VIII. Miseellaneoua account or other records of the Retirement Trust, upon the opinion of SECTION 8.1. Governing Law.Except as otherwise reqwred by state counsel, or upon reports made to the Retirement Trust by any of its or local law,this Declaration of Trust and the Retuement Trust hereby officers,employees or agents or by the Investment Adviseror any sub- created shall be construed and �egulated by the laws of the Distnct of mvestment adviser accountants, appraisers or other experts or Columbia. consultants selected with reasonable care Dy the Trustees,officers or employees of the Retvement Trust.The Trustees shall also not be liable SECTION 8.2. Counterparts. This Decla�aLon may be executed by foranylosssustainedbytheTrustPropertybyreasonotanyinvestment ihePublicEmployersandTrusteesintwoormorecounterparis,eachof mademgootlfaithandmaccordancewiththestandardotcaresetforth which shall be deemed an onginal but all of which together shall in Section 5.1. constitute one and ihe same instrument. 3 , � , ' � .. , � APPENDIX C TRUST AGREEAflENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT matle by antl between the Employer named in the provided however that the Employer may direct investment by the attached resolution and the International City ManagementAssociation Trustee among available investment alternatives in such proportions as Retirement Corporation (hereinafter the 'Trustee or 'Retirement the Employer authorizes in connection with its deferred compensation Corporation'),anonprofitcorporationorganizedandexistingunderthe agreementswithitsemployees Forthesepurposes,theseTrustFunds IawsoflheStateofDelaware,forthepurposeofinvestingandotherwise may be commingled with Trust Funds set aside by other Employers administering ihe funds set aside by Employers in connection with pursuanttothetermsofthelCMARetirementTrust.lnvestmentpowers deferred compensation plans establishetl under section 457 of the vestetlintheTrusteebytheSectronmaybedelegatedbytheTrusteeto Internal Revenue Code of 1954(the Code").This Agreement shall take any bank, msurance or trust company or any investment advisor, effect upon accep[ance by the Trustee of its appomtment by the manager or agent selected by it. Employer to serve as Trustee in accortlance herewith as set forth in the attached resolution Section 22. Administrative Powers of the Trustee.The Trustee shall WHEREAS.theEmployerhasestablishedadeferredcompensationplan havethepowerinitsdiscretion: under section 457 of the Code (the 'Plan'); (a) To purchase, or subscribe for any securities or other WHEREAS, in order that there will be sufficient funds available to property and to retain the same in trust discharge the Employer's contractual obligations under the Plan, the Employer desires to set aside periodically amounts equal tothe amount (b) To sell, exchange, convey transfer or otherwise dispose of o�compensaUon tleferred, any securities or otlier properry held by rt,by pnvate contract,or WHEREAS,the funds set aside,togetherwith any and all assets derived at public auction. No person dealing with the Trustee shall be from the investment thereof,are to be exclusively within the dominion, bound to see the application of the purchase money or to inquire control,and ownership of the Employer and sub�ect to the Employer's into the validity expediency or propriety of any such sale or absolute right ot withdrawal, no employees having any mterest other disposrtion. whatsoever therein, (c) To vote upon any stocks, bonds, or other securities,to grve NOW THEREFORE, this Agreement wrtnesseth that (a) the Employer 9eneral or special proxies or powers of attorney wrth or wdhout will pay monies to the Trustee to be placed in defer�ed compensation Power of substrtuUon; to exercise any conversion pnvileges, accounis for the Employer (b) the Trustee covenants that it will hold subscription rights,or othei options,and to make any payments sa�d sums,and any other funds which it may receive hereunder in trust inadental thereto, to oppose, or t0 consent to, or otherwise for the uses and purposes and upon the terms and conditions Participate in, corporate reorganizations or other changes hereinafter stated; and (c) the parties hereto agree as follows affecting corporate securrties, and to delegate disCretionary powers, and to pay any assessments or charges m connecUon ARTICLE I. General Duties of lhe Partiea. therewith; and generally to exercise any of the powers of an Section 1 i. General Duty of the Employer The Employer shall make owner with respect to stocks,bonds,securities or other property regular periodic payments equal to the amounts of its employees' held as part of the Trust Funds compensation which are deferred in accordance with the terms and (d) To cause any securities or other property held as part of the condiLonsof the Plan totheextentthatsuchamountsaretobemvested Trust Funds to be registered in rts own name, and to hold any untler the Trust. investments in beerer form, but tFie books and records of the Section 1 2 General DuUes of the Trustee The Trustee shall holtl all Trustee shall at all times show that all such investments area paA funds recerved by it hereunder which, together wrth the income of the Trust Funds. Iherefrom,shall constitute the Trust Funds.It shall admmister the Trust (e) To borrow or raise money for the purposeof the Trust in such Funds,collecttheincomethereof,antlmakepaymentstherefrom,allas amount,anduponsuchtermsandcondit�ons,astheTrusteeshall hereinafter provided.The Trustee shall also hold all Trust Funds which deem advisable: and, for any sum so borrowed, to issue its are transferred to it as successor Trustee by the Employer from existing promissory noteas Trustee,antl to secure the repayment thereof deferredcompensationarrangementswrthrtsEmployeesunderplans bypledgingall,oranypart,oftheTrustFunds.Nopersonlending tlescribed in section 457 of the Code.Such Trust Funds shall be subject money to the Trustee shall be bound to see the application of the to all of ihe terms and provisions of this Agreement. money lent or to inquire into its validity expediency or propnety of any such borrowing. ARTICLE II. Powers and Duties of tAe Trustee in Investment, (}) To keep such portion of the Trust Funds in cash or cash Atlministrafion, and Disbursemen_t ot the Trust Funds. balances as the Trustee,from time to time,may deem to be in the Section 2.7. Investment Powers and Duties of the Trustee. The best interest of the Trust created hereby without liability for Trustee shall have the power to invest and reinvest the principal and �nterest thereon. income of the Trust Funds and keep the Trust Funds invested,without (g) To accept and retam for such time as it may deem advisable distmction between prinapal and income, in securities or in other any securities or other properry received or acquired by it as property real or personal,wherever situated,including,but not limited Trustee hereunder whether or not such securities or other to, stocks, common or preferred, bonds, retirement annuity and property would normally be purchased as investment hereunder insurance pohcies,mortgages,and other ewdences of indeb[edness or (h) To make, execute, acknowledge, and dehver any and all ownership, investment companies, common or group trust funds, or documents of transfer and conveyance and any and all other separate and difterent types of funds (including equity fixed income) instrumentsthat may be necessaryorappropriatetocarryoutthe which fWfill requvements of state and local govemmental laws, powers herein granted. 7 (i) To settle, compromise, or submit to arbitration any claims, When an account becomes an account stated.such account shall be debts, or tlamages due or owmq ro or from the Trust Funds, to finalry settled, and the Trustee shall be completely discharged and commenceortlefendsuitsorlegaloradministrahveproceedings; releasetl,asrfsuchaccounthadbeensettledandallowedbyajudgment and to represent the Trust Funds in all swts and legal antl ordecreeofacowtofcompetentjurisdictioninanactionorproceeding administrative proceedings in which the Trustee and the Employer were parties. (�) To do all such acts,take all such proceedings.and exerase all The Trustee shall have the rigM to apply at any time to a court of such rights and privileges,although not specihcally menuoned competent Junsdiction for the Judicial settlement o(its account. herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out{he purposes of this Trust. ARTICLE'VI. Resignation and Removal of Trustee. Section 2.3. Distributions from the Trust Funds. The Employer Secuon 6.1. ResignaUon of Trustee The Trustee may resign at any hereby appoints the Trustee as rts agent for the purpose of makin9 timebyfilingwrtMheEmployentswnttenresignation.Suchresignation tlistributions from Ihe Trust Funds. In this regard the terms and shall take effect sixty (60) days from the date of such fifing and upon conditions set forth in the Plan are to guide and control the Trustee's appointment of a successor pursuant to Section 6.3 whichever shall power first occur Section 2.4. Valuation of Trust Funds. At least once a year as of Section 6.2. Removal of Trustee The Employer may remove the ValuaUon Dates designated by the Trustee,the Trustee shall determme Trustee at any time by delivering to the Trustee a written notice of its the value of the Trust Funds.Assetsot theTrust Funds shall bevaluetl at removal and an appomtment of a successor pursuant to Section 6.3. Ihev market values at the close of business on the Valuation Date,or in Such removal shall not take effect prior to sixty (60) days from such the absence of readily ascertainable market values as the Trustee shall delivery unless the Trustee aqrees to an earlier effective date. determine, in accordance with methods consistently followed and �ction 6.3 Appointment of Successor Trustee.The appointment of uniformly applied. a successor to the Trustee shall take effect upon the dehvery to the ARTICLE 111. For Proteetion of 7rustee. Trustee of (a) an instrument in wnting executed by the Employer Section 3.1. Evidence of Action by Employer The Trustee may rely appointing such successor and exonerating such successor from uponanycertificate,noticeordirectionpurportingtohavebeensigned liability for the acts and omissions of its pretlecessor and (b) an on behalf of the Employer which the Trustee believes to have been acceptance in writing,executed by such successor signed by a duly tlesignated officiai of the Employer Nocommunication All of the provisions set forth herein with respect to the Trustee shall shall be binding upon any of the Trust Funds or Trustee until they are �elate to each successor with the same force and effect as if such received by the Trustee. successor had been originally named as Trustee hereunder Section 3 2. Advice of Counsel. The Trustee may consult wrth any If a successor is not appointed wrth sixty(60)days after the Trustee legal counsel with respect to the construction of this Agreement, its gives notice of its resignation pursuant to Section 6.1. the 7rustee may dutieshereunder,oranyact,whichitproposestotakeoromit,andshall apply to any court of competent �unsdicllon for appointment of a not be liable for any action taken or omitted in good faith pursuant to successor such advice. Section 6 4 Transfer of Funds to Successor Upon the resignation or Section 3.3. Miscellaneous The Trustee shall use ordinary care and removal of the Trustee and appointment of a successor and after the reasonable diligence,but s�all not be liableforany mistakeotJudgment final aCcount of the Trustee has been properly settled,the Trustee shall or other action taken m good faith.The Trustee shall not be liableforany transfer and delrver any of the Trust Funds involved to such successor loss sustained by Ihe Trust Funds by reasons of any investment made in pRTICLE VII. Duration and Reroeation ol Truat Agreemenl good faith antl in accordance with the provisions of this Agreement. Section 7 1. Duration and Revocatwn. This Trust shall continue for The Trustee's duties antl obligations shall be limited to those such time as may be necessary to accomplish the purpose for which it expressly imposed upon it by this Agreement. was created but may be terminatetl or revoketl at any time by the ARTICLE IV Taxes,E:pensea and Compensation o1 Trustee. Employer as it relates to any and/or all relatetl participating Employees. Section 4.1 Taxes.The Trusteeshalldeductfromandchargeagainst Written notice of such termination or revocation shall be given to the the Trust Funtls any taxes on the Trust Funtls or the mCome thereof or Trustee by the Employer Upon teiminatwn or revocation of the Trust, which the Trustee is required to pay with respec[[o the mterest of any all of the assets thereof shall retum to and revert to the Employer TerminationofthisTrustshallnot,however relievetheEmployerotthe person therein. Employer's continuing o6ligation to pay deferred compensation to Section 4.2. Expenses. The Trustee shall deduct from and charge Employees in accordance with the terms of the Plan. againsttheTrus{FundsallreasonableexpensesmcurredbytheTrustee Section72. AmendmeM.TheEmployershallhavethenghiroamend m the administration of the Trust Funds, including counsel, agency this Agreement in whole and in part but only with the Trus[ee'S wrrtten investment advisory and other necessary fees. consent Any such amendment shall becomeeffective upon(a)delivery ARTICIEV. SettlemenlotAccounts.7heTrusteeshallkeepaccurate to the Trustee of a written instrument of amendment, and (b) the and detaded accounts of all investments, receipts,disbursements,and endorsement by the Trustee on such instrument of its consent thereto. other transactions hereunder ARTICLE VII�. Miseellaneous. Within ninery(90)days after the close of each fiscal year the Trustee Section 8.1. Laws of the District of Columbia to Govern. This shall render in duplicate to the Employer an account of its acts and Agreement and the Trust hereby created shall be construed and transactions as Trustee hereunder If any part of the Trust Fund shall be regulated by the laws of the District of Columbia. invested through the medium of any common,collective or commingled Trust Funds, the last annual report of such Trust Funds shall be Section 8.2. Successor Employers.The 'Employer' shall includeany submitted with and incorporated in the account. person who succeeds the Employer and whothereby becomes sub�ect If within ninety (90) days after the mailing of the account or any to the obligations of the Employer under the Plan amended account the Employer has not filed with the Trustee notice of Section 8.3 Withdrawals The Employer may at any time,and from any objection to any act or transaction of the Trustee, the account or time to time, withdraw a portion or all of Trust Funds created by this amended account shall become an account statetl.If any objection has A9reement. been tiled,and if the Employer is satisfied ihat itshould be withdrawn or Section 8.4. Gender and Number The masculine includes Ihe iftheaccountisatlJustetltotheEmployer'ssatisfaction,theEmployer }eminineandthesingularincludesthepluraluntessthecontextrequires shallinwritingfiletlwiththeTrustees�gnifyapprovaloftheaccountand anothermeaning. it shall become an account stated. 2