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HomeMy WebLinkAbout1987-148RESOLUTION NO. 87- 148 A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA AUTHORIZING ITS EMPLOYEES TO PARTICIPATE IN THE ICMA RETIREMENT CORPORATION'S DEFERRED COMPENSATION PLAN; ADOPTION OF THE DEFERRED COMPENSATION PLAN; ADOPTION OF THE DECLARATION OF TRUST; EXECUTION OF THE T11)ST AGREEMENT; AND THE APOINTMENT OF THE DIRECTOR OF PERSONNEL AS THE PLAN COORDINATOR. WHEREAS, the County has employees rendering valviable services; and WHEREAS, the establishment of a deferred compensation plan for such employees will serve the interests of the County by enabling it to provide reasonable retirement security ;;or its employees by providing increased flexibility in its personnel management system, and by assisting in the attraction and retention of competent personnel; and WHEREAS, the county has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirement Corporation will serve the above objectives; and WHEREAS, the County 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 will 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 county adopts the deferred compensation plan, attached hereto as Appendix A, and appoints the ICMA Retirement corporation to serve as Administrator thereunder; and BE IT FURTHER RESOLVED that the County hereby executes the ICMA Retirement Trust, attached hereto as Appendix B; and BE IT FURTHER RESOLVED that the County hereby adopts the trust agreement, attached hereto as Appendix C, and appoints the ICMA Retirement Corporation as Trustee thereunder, and directs the ICMA Retirement Corporation, as Trustee, to invest all funds hold under the deferred compensation plan through the ICMA Retirement Trust as soon as is practicable, and RESOLUTION NO. 87-148 PAGE TWO BE IT FURTHER RESOLVED that the Director of Personnel shall be the coordinator for this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation as Administrator, and shall cast, on behalf of the Employer, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. The foregoing resolution was offered by Comndssioner Bowman who moved its adoption. The motion was seconded by Comm!*�!­oner e'and upon being put to a vote, the vote was as follows* Chairman Don C. Scurlock, Jr. vice-chairman Margaret C. Bowman commissioner Richard N. Bird Commissioner Carolyn K. Eggert Commissioner Gary Wheeler Aye Aye Aye Aye Aye The Chairman thereupon declared Resolution No. 87-1,U adopted and duly passed this 1stil day of December , 1987. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: CHARLES P. VITUNAC COUNTY ATTORNEY INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS ("EMPLOYER') 5 The Employer heretryestablishes; the EmplvyaA Deferred Compensation Plan, ttarainafter mired to as the "Fran' The Plan consists of " provisions sat torah in this ducurrmnt. The primary purpose of this Plan is to provide retirement income and other deterred benefits to the Emplorrees of the Employer in accordance with the pro - moons of section 457 of the Internal Revenue Code of 1454, as amended. This Plan Mall be an agraer)mhl surely between the Employer and participat, Ing Emplovieft ARTiCU N. DEPINMON5 Sedlon 2.01 Aocount: The bookkeeping account maintaireci for each Per- bcipant reftooUng the cumulative amount of the Paniciparit's Deterred Corm pensaliM including any income, gains, losses, or increases or decreases in market value attributable to the Employer's inietstmern of the Participant's Delemid C a vel, and further reflecting any distributions to the Participant or Nie PwtoparNt Berieficiary and arty fees or expenses charged against such Participarflk Deferred Compensation_ vection 2.02 Adminetntor: The person or persons named to carry out cer. tain nondiscretionary administrative functions under the Plan, as hereinafter described- The Employer may ramous arty person as Administrator upon 60 days' advance roice in writing to such person, in which case the Employer shall name another person or persons to act aft Administrator The Adminis. trator may reign upon 60 days' edvarice notice in writing to the Employer. in which case the Employer shade name anomer person or parsons to act as Administrator i€actlon 2.03 Beneficiary: The person or persons designatad by the Per- topars in his Joinder Aprwrient who shall receive any benefits payable here- under in the event of the Participarn'o death. Siection 2.04 Deterred Compenaatlon: The atroum d Nomha7 Compensa• bon cidwtviae payable to the Participant wfvch the Paitopant and tie Employer mutually agree to defer hereunder, any amount credited to a Participants Account by reason of a transfer under Section 1103, or any other amrwrit which the Employer agrees to credit to a Participants Account. Soctbot 2.05 Emptoyee: Any individual who provides serviom for the Employer, whether as an employ" or the Employer or as an independent corn• tractor. and who has been designated M the Employer as eligible to partici pate in tike Plan. GoOm 2.06 WLx lbte Compensation: The arnourri of an Employee's oom pensatton from tete Employer tot a taxable year that is attributable to servers performed for the Employer and big is incluc lible in the Employee's gross income Ay the taxable year for federal income e tax purp 5: iwch form does not irtdude ory amount excludable from gross income under this Plan or any other plan described in vection 457(b) of the Interna! Revenue Coda arty amount ara:lud• able from gross inccrrhe under section 403(b) of the Internal Revenue Code, or any otfter amount excludable from gross ircone for federal income tax pur. poses fnccfuditile Compensation mall be determined without regard to ary communrty pr rty's- Section 2,87 „binder Agne amen#. An agreemont entered into between an Employes and tate Employer, including any amendments or imodifications owed, Such agrooxn m shall fix Nva Grnount of Deferred Comper"bon, specrly a preference among the investment alternates designated by the Employer, designate the Employee's Bewficiary or Beneficiaries, and incorporate the terms, conditions, end prcrosions of the Plan by reference Section 2,00 Normal Compensation: The amount of compensation which would be payable to a Participant by the Employer tot a taxable year d no Joinder Agreement were in effect to defer compensation under this Pian. Section 2,84 Normal Retirement Age: Age 70, unless the Participant has elected an alternate Normal Retirement Age by written instrument delivered to this Administrator prior to Separation from Service A Panic pant`s Normal Retirement Age determines (a) the latest time when benefits may commence under this Plan (unless the Participant coria nues employment after Normal Retirement Age), and (b) the period during which a Participant may utilize the catch-up limitation of Section 502 hereunder Once a Participant has to any Went utiliZed the catchup limitation d Section 502, his Normal Retirement Age may not be changed. A Panicipant's afteinale Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduc€xf totromerit beneft under the Employer$ baw retirement plan wmr• ing the Participant and may not be later than the date me Pert-cipanl attains age 70 t a Participant continues employrnent abet attaining age 70, w hav- ing awing previously ofacted an alternate Normal Retirement Age, the Participants Alternate Normal Retirement Age shall not be later than the mandatory reeve. Mont age, 0 any, established by the Employer, or the age at which the Pan ticipant actually separates from service H the Employer has no mandatory retire• meat age If the Participant %611 not become eligible to receive benefits under a tkssic retirement plan maintained bar the Employer. the Panic,pant's alternate Normal Retirement Ase may not be earlier than attainment d age 55 and may ncx be later then the attainment of age 70. Section 2.10 Pertieipant: Any Employee who has fined the Plan pursuant to the rettuirexrients of Art4e IV. Secillon 2.11 Pisn talar: The calendar year Sardlon 2.12 Retirement: The fim date upon which both of the following II have occurred with respect to a Pansc,parn. Separation from Service and attainment of age 65 Section 2,13 Separation tram Service: Severance of the Pan,cipania employment with the Employer which conslituties a Uparetion from service" within the meaning of section 402 (e) 4 (A) (ilg of the Internal Revenue Code in general, a Participant shall be deemed to have severed his employment with Nta Employer for purposes of this Plan when. in accordance with the erstab fished practices d the Employer, the employment relationship is considered to have actually terminated In the Case of a Participant who is an indepen, dent contractor of the Employer. Separation from Service shall be deemed to have occurred when the Participant's cor4r50 under which seWes are per. formed has completely erprred are terminated, there is no foteseeable pas. pbi6ty that the Employer will renew the contract or enter into a new contract fpr the Panicjparr's services. and 4 is nor anticipated that the Participant will became an Employee of the Employer MITiCL.E 111. ADMINISTRATION 8"41on 3.01 Cutis of Employer. The Employer k,a11 have the authority 10 make all discretionary decisions effecting the rights or benefits of ParomParrts which may tae required in the administration of this Plan. SoCt{on 3.02 Duties of Administrator. The Administrator, as agent for the Employer, shalt perform nondisi tetionsry administrative functions in connec- tion with this Plan, including the maintenance of Poirwpards' Accounts, the provision of periodic reports on the status of each Account and the disburse, mens of bore is m behalf of the Employer in accordance with the provisioris of this Ptah ARTICLE rV. PARTICIPATION IN THE PLAN Section 6.01 Initial Participation: An Employee may become a Participant by entering Into a Joinder Agreement prho to the beginning of the calendar nxntttt in which cite Joinder Agreement is to income effective to (War anti pensabon not yet carried. motion 4,02 Arnnndment of Joinder Aoresment: A Participant may amend an executed Joinder Agreement to Change the amount 01 Compensa• titin not yet parried Which is to be deferred (including the reduction of such Atfvura defara els to ze o) or to Change Pis investment preference (subject to such restrictions as may result from the nature of terms of try investment made by the Employer). Such amendment shalt become effective as of the begin- ning of the Calendar month Commencing after the date Nle amendment is executed. A Participant may at arty time amend his Joinder Agreement to charge the designated Beneficiary, and such amendment shall became elrec. tine imme"oly. ARTICLE V. LIMITATIONS OF DEFERRALS Section 6,01 Normal Umltation: Except as provided in Section 502, the maximum amount of Deferred Compensation for any Participant for any taws• bre year "I not exceed the feasor o( 57,50000 o(331/3 percent of the Par. tCipartt Includible Compensation kyr the taxable year This hmitanon ani( p6nar. ity be equivalent to the lesser of $7,SOb00 or 25 percent of the Pailopant's Normal Compensation. Sacilon 5.02 Catch -Up Limitation: For each of the test three (3) table years of a Participant ending before his attainment of Normal Retirement Age, the maximum amount of Deferred Compensation Shed be the lesser ot: 0) $15.000 or (2) the sum of (i) the Normal Limitation tot the taxable year, and (ii) that potion d the Nord Limitation for each of the prior taxable years of the Participant comnvnCing atter 1976 during which the Plan was inexistence, compensabon (if any) deterred under the pian was subject to the limitations W forth in section 501, and the Participant was eligible to participate in the Plan (or in any other pian established under section 457 of the internal Rove- " Code by an employer within the same State as the Employer) in excess of the amount of Deferred Compensation kir each such prior taxable year (inducing amounts deferred under such other {tan) For purposes of this Section 502, a Participants Includible Compensation for the Current taxable year dhafl be dawned b include any Deterred Comper>sation for tae taxable year in of the amount permitted under the Normal Limitation, and the Participant's Includible CiDmpensation for any prior larable year "I be downed to exclude arty amount that could have been deferred under the Normal Limitation for such prior taxable year. Section 5.03 Section 403(b) Annuities: For purposes of Sections 5011 and 5.02, amounts contributed by the Employer on behalf of a Participant tot the purchase of an annuity Contract desachbed in section 403(b) of the Internal Revenue Cade "I be treated as it such amounts eortstrtuted Deferred Com- pensation uncier this Plan for the tearable year in which the coniritwtion was mace and shall thereby reduce the maximum arnourht that may be referred for such taxable year Section 6,01 inverstment of Deferred Compensation: All investments of Part ciparits' Deferred Compensat on made by the Employer, including all prop - wry and rights purchased witty such armounts" all income attributable thereto, shall be the sole property of the Employer and shall not be held in trust for Participants or as collateral security fir the Puff ilmerd of the Employer)s obiigo. tions under the man Such property "I be subbed to the Claims of general Mors of the Employer, and no Participant or Beneficiary rlhaft have any vested Interest of secured of prelerred poedion with rasped to Such progeny a have arty claim against the Employer excepi as a general credito. Section 6.02 Crediting of Accounts: The Partiefpantis Account "I reflect dis amount and value of the invesfinera or other property ob(a ned by the Employer through the inv'ewrient of the Parecipant's Deferred Compensation. it is anticipated that the Employert investments with rasped to a PrI cipard W conform to the investment preference specified in the Part;cipan:'A Joinder Agrisernent, but nothing herein shall be corWrued to require the Employer to make try partiCutar in estmara of a Pan,opani s Deterred Compens®bon Each Participant OW receive parodic reports, not lass frequently than annikey. Oxw UV the t an-curteni value of his Account. Section 6.031 Nnsfers: A transfer will be accepted from an eligible State deferred Compensation plan meirhlained by another employer and Cre{:ged to a Participant'. Account under this Plan. The Employer may require such documentation from the predecessor pian as ii deems necessary to effectu• ate the transfer, to confirm that such plan is an eligible State deferred Caen pen ation plan wrftn fir. rneonirg of section 457 of the frternal Revenue Code. and to assure that transfers are provided for under such plan. Any such trans - Jerrod amount shall rpt be treated as a deferral subject to the limitations Of Article V, except that, for purposes of applying the limitations of Section 5.01 and $02, an amount deterred during any taxable year under tote Ilan from which the transfer is accepted shall be treated as it it had been deferred under this Pian during such gable year and compensation paid by the transferor employer I be treated as if it had been paid by the Employer SlKtton 6.04 Employer Liability: in no event shall the EmOwVs liability to pay benefits to a Participant under Article VI wooed the value of the amounts credited to the Partopanit Account, the Employer shall not be hat: iie fa losses arising from depreciation or shrinkage in the value of any irr aSUner its acquired under this Plan. ARTICLE VII. BENEFITS Section 7.01 Retirement Benefits and Election on Separation from Service: Except as otherwise provided in this Anicle VII, the distribution of a Pan c+pant's Account shall commence during the second calendar month star the Close of the Plan Year of the Part cipant's Retirement, and the disira bution of such Retirement benefits shall be made in accordance with one of the payment options described in Section 7.02 NoMhthstandmg the forego- irg, the Participant may irrevocably elect within 60 days folioving separation from Service to have the disintution of benefits cAmmence on a date other than that described in the preceding sentence which is at least 60 days after tie date such election is delivered in writing to the Employer and forwardad to the Administrator but rot later than 60 days after the close of the Poen year of the Participant's atllnrmnt of Normal Retirement Age or Separation from Service, whichever is later, Section 7.02 Payment Options: As provided in Sections 701 and 705, a Participant may elat to have the value of his Account distributed in actor. dance with one of the following payment options. provided that such option is Consistent with the limitations set forth in Section 703. (a) Equal monthly, quarterly. semi-annual or annual payments in an amount chosen by the Participant, continuing until his Account is exhausted, (b) One lump sum payment: (c) AA1xWumately equal monthly, quarterly, wrwannual a annual peym em calculated to continue for a period Chosen by the Participant, (d) Paymerrts equal to payinants made by the issuer of a retirement annuity policy acquired by the Employer; (a) Any other payment option elected by the Partrcipam and agreed to by the Employer A Participant's election of a payment option must be made at least 30 days before the payment d benefits is to Commence, If a Participant tads to make a timely election Cf a payment option, benefits shall be paid monthly under option (c) above for a period of five years. Section 7.03 Limitation on Options: No payment opt on may be selected try the Participant under Secion 702 unless the presern value of the payments to the Participant, dettermirhed as of the dale benefits commend exceeds 50 percent of the value or the Participant's Account as of the date benefits oommence, Present value delemhinetions undPf this Section that) be made try theAdrnirtiffirator in aocordiance with the expected return multiples set Korth in Lection 1.72.9 of the Federal I n;,orrie Tax Ragutations (or any s+acessor pro. vision to ouch ). Section 7.04 Post•r0remenl Death Benefits: Should the ParWpart die after he has begun io receive benefits under a paymern option, the rmnairiirg payments, H ary+, under the payment option shah be payable to the Partici panit Benekiary commencing within the 30 -day period commencing with Che 31st day alter the Porticipam's death, unless the Beneficiary elects pay' mere under a drfbraN payrner: opL w within 30 days ol the Parliciparilt death. In no avers Mhalt the Employer or Administrator be liable to the Beneficiary fir the amount of any payment made in the name of the Participant before the Adtsnrxstrata w -ewes prod of dioath of the Participant Notwithstanding V* foregoing, paymants to a Beneficiary Shan not dutend over a I aOnCi i lager than (} the Bena6ciary`s life expectancy t the Beneficiary is the Participant's spouse or (s) frftsen 05) years if the Beneficiary is not the Parte pant's spouse H no Beneficiary is dosignated in the Joinder ApreemeM, of it Me designated Bene(eisry does nrA survive tha Participant for a period of fifteen 05) days. then the oarmwiad vahe of any rarn4ning payments under the payment option shall be paid in a lump sum to the estate of the Participant. H the designated Beneficiary rfurvivas the Participant fir a period of fifteen (15) days, txA does not continue to live tot the renhairMng period of payrnents under the payment option (as modiliied, if necessary, in conformity with the third sentence of this eaction), than t of commuted value of any remaining payments under tie pay mere option "i be pard in a lump sum to the ablated the Beneficiary. $action 7.65 Pr rettromant Death Benaitts: Should the Partieipart dio before he has begun to receive the bwv% provided by Section 7U1, the value of the Pan)cipanti Account shall be payable to the Beneficiary commencing within the 30 -day period commencing on the 91s1 day atter the Participant's death, unless the Beneficiary elects a diterem benefit commencemerf date within the 90 days of the Participartls death. Such benefits shall be paid in approximately equal annual installments over five years, or over such shorter period as may be necessary to assure that the amount of any annual install. mems not lass than 53,500. unless the Beneficiary elects a dMerent payment option within 90 days d the PaUipart's death. Notwthstan dmg the forego. frig, berhefits paid to a Beneficiary under this Section may G7 rimer" no earlier than the 91st day after the Parucipant's death and no later than 60 days after Vv later of the dose of the Plan Year in which the Participant, aftained or would have attained Normal Retirement Age or the close of the Plan Year in which the Participant separated from cervica A Beneficiary who may elect a pay. mard option pursuant to the provisions of the preceding sentence shall be Vitiated as t he were a Participant for purposes of determining the payment Options "sable under Section 7,02, provided, hoA ever, that the Wye" option chosen by the Beneficiary must provide for payments to the Beneficiary suer a period no *anger than the Ile expectancy, of the Beneficiary t the Benefrci. try is the ParUGpentls spouse and must provide for payments over a period to in mess of fitteen 05) years f the Beneficiary is nal the Parbcipanit spouse Section 7.66 Unforoo"ikbte Ew4rjj mc4s: in the event an unforeseeable emergency occurs, a Partcipam may apply to the Employer to receive that part d the value ol his accoum that is reasonably needed to satisfy the ernes- gency need H such an oppl-cabon is approved by the Employer, the Partdpam dha l be paid only such amours as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the tnanrial hardship may be rdievied through c es aiio n of deferral under the Plan, insurance or sew reimbursement. or kquidalion d other assets to the extent such liquidation would not itself cause severe financial hardship An unfor aide emergency "I be deemed to involve only circumstances of severe finanGal hardship to the Panicipam resuning from a sudden and unexpected illness, accident or d sablrty of the Partepant or of a dependent (as darned in *action 152(a) of the internal Revenue Code) of the ParoGpam, loss d the Par• ticfpamt property due to casualty, or other Similar and axiraord nary un orasee- ade circumstances arising as a result of events beyond the control d the Par, Wpard The need to send a Participant's child to college or to purchase a naw hona dish not be considered unforeseeable emergencies The determination as to whether such on unforeseeable emergency exists dhau be based on the merits of each individual case. ARTICLE VIII, NON•ASSIGNABILI Y No Participarf of Beneficiary daI have any right to commule, sell, assign, pledge, Iransier of otherwise convey or encumber the right to receive any pay menls hereundar, which payments and rights are expressly declared to be tion as +gnate and no'vtransferil ale ARTICLE IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves in addition to any other retirement, pension, or benefit plan or Cystom presently in existence tv hareinalter established for the benefit of the Employerls employees, and participation hereurKler shah not affect benefits receiv able under any such plan or "am. NUhing contained in this Plan shall be deemed to conslrlule an ampioymem wniract or agreement between ary Pan ticipant and the Employer or to give any Participant the right to be retained in the employ of the Employer Not deli anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer ARTICLE X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Plan provided that it transmits such amendment in wrung to the Adminisiralor at least 30 days prior to the ettective date of the amendment. The consent of the Adm n,stratoi shall not be required in order for such amendment to become effe(tive, but the Administrator shall be under no obligation to continue acting as Admirvstrator hereunder d it disap- proves of such amendment The Employer may at arty time terminate this Plan The Administralor may at arty time propose an amendment to the Plan by an instrument in writing irarhsmtted to the Employer at least 30 days before the effec live dale of the amendment Such amendment shall become effective unless, within such 30 -day penod. the Employer notifies the Administrator in writing that k disapproves such amendment. in which case such amendment shall not become eft i% s In the aveni of such disapproval, the Admrtistralor than be under no obirgalion to Continue acting as Administrator hereunder No amendment or termination of the Plan shall divest any Participant of any fights with respect to compensation deferred before the date d the amendment of termination. ARTICLE XI. APPLICABLE LAW This Plan shall be construed under the taws of the state where the Employer is located and is estabimhed with the intent that it meet the requirements of an Wgible Stale dekited compensation plan' i!rder sectwn 457 d the internal Rev- enue Code of 1954, as amended The provisions of this Plan shall be interpreted whatever possible in conformity wit the requiremerns of that section ARTICLE XII. GENDER AND NUMBER The masculine pronoun. wherever used heroin, "It include the feminine pro. noun, and the singular shalt include the plural), except where the context requires otherwiifie (b) At the first election of Trustees, three Trustees shall be elected for a term of three years, three Trustees shall be elected for a term of two years and three Trustees shall be elected for a term of one year At each subsequent election, three Trustees shall be elected for a term of three years and until his or her successor is elected and qualified. Seetlon 3.3 Nominatlona: The Trustees who are full-time employees of Public Employers shall serve as the Nominating Comm ree for the Pubic Employee Trustees The Nominating Committee shall choose candidates for Pubic Employee Trustees in accordance with the procedures set forth in the By Laws Section 3.4 Resignation and Removal. (a) Arty Trustee may resign as Trustee (without need lot pnor or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the other Tiusteas and such resignation shall be effective upon such delivery, or at a later dale according to theierms d the instrument Any of the Trustees may be removed for cause, by a vote of a majority of the Public Employers. (b) Each Public Employee Trustee shall resign his or her position as Trustee within Sixty days of the date on which he or she ceases to be a full-time employee of a Public Employer Section 3.5 Vacancies: The term of once of a Trustee shall terminale and a vacancy shall occur in the event or the death, resignation, (emoval, adludr caled incompelence or other incapacity to perform the duties of the office of a Trustee In the case of a vacancy. the remaining Trustees shall appoint such person as they in their discretion shall see ht (Subject to the limitations Set forth in this Section), to serve for the unexpired portion of the term of the Trustee who has resigned Or otherwise ceased to be a Trustee The appointment Shall be made by a written instrument signed by a majority of the Trustees. The per- son appointed must be the same type of Trustee it e, Public Employee Trus• tee or ICMAIRC Trustee) as the person who has ceased to be a Trustee An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement of resignation, provided that such appoint. Ment shall not become effective prior t0 such retirement or resignalion, When. ever a vacancy in the number of Trustees Shall Occur, Until Such vacancy is filled as provided in this Section 3.5, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration A written instru• ment Certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence of such vacancy Section 3.6 Trustees Serve in Representative Capacity: By executing this Declaraton, each PuGfic Employer agrees that the Public Employee Trustees elected by Ilia Public Employers are authorized to act as agents and represen• tatives of the Public Employers Collectively, ARTICLE IV. POWERS OF TRUSTEES Section 4,1 General Powers: The Trustees shall have the poker to conduct the business of the Trust and to carry on its operations Such power shall include but shall not be limited to, the power lo: (a) receive the Trust Property from the Public Employers. Public Employer Trustees or other Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other th ngS. for the establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, Selection of other irtdeuments for the Trust Property and the payment of reasona- ble fees to the Investment Adviser and to any sub -investment adviser retained by the Investment Adviser; (c) review annually the performance of the Investment Adviser and approve annually the Contract with such Investment Adviser. (d) irivest and reinvest the Trust Property in the Portfolios, the Guaranteed Interest Contracts and in arty other investment recommended by the Investment Adviser. but not including secunues issued by Public Employers, provided that it a Pubic Employer has directed that its monies be invested in specified Portfolios or in a Guaranteed Investment Contract, the Trustees of the Retirement Trust shall invest such monies in accordance with such directions; (e) keep such porion of the Trust Property in cash or cash balances as the Trustees, from time to time. may deem to be in the best interest of the Retire. ment Trust created hereby. without liability for interest thereon, (Q accept and retain for such time as they may deem advisable any securi- ties or other property received or acquired by them as Trustees hereunder, whether or not such securities or other property would normally be purchased as investments hereunder; (g) cause any securities or other property held as pan of the Trust Property to be registered in the name of the Retirement Trust or in the name of a nomi- nee, and to hold any investments in bearer form, but the books and records of the Trustees shall at all Mmes show that all such investments are a part of the Trust Property; (h) make, execute, acknowledge, and deliver any and all documents of trans• for and conveyance and any and all Other instruments that may be necessary or appropriate to carry out the powers herein granted, @ vote upon any stock, bond& or other sscunties, give general or special proxies or powers of attorney with or without poker of substitution, exercise any con• version privileges, subscription rights, or other options, and make any pay- ments incidental thereto, oppose, or consent to, or otherwise participate in, corporate reorganizations or other Changes effecting corporate secunkes, and delegate discretionary powers, and pay any assessments or charges in con- nection therewith: and generally exercise any of the powers of an owner wah respect to stocks, bonds, securities or other property held as part of the Trust Property; Q) enter into contracts or arrangements for goods or services required in cont• nec ion with the operation of the Retirement Trust, including, but not limited 10. contracts with Custodian$ and Contracts fOr the provi"n Ot administrative services; (k) borrow or raise money for the purposes of the Retirement Trust in such amount, and upon such terms and condmons, as the Trustees Shall deem advis- able, provided that the aggregate amount of such borrowings shall not exceed 30% d the value of the Trust Property No person lending money to the Trustees shall be bound to See the application of the money lent or to inquire into its validity. expediency or propriety of any such borrowing: Q) 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 connec• tion with the Deferred Compensation Plans Qualified Plans. or the Employer Trusts and deduct such expenses from that porton of the Trust Property to whom such expenses are properly allocable: (n) pay out of the Trust Property all real and personal property taxes. income taxes and other taxes of any and all kinds which, in the Opinion of the Trustees, are property levied, or asse".sed under existing or future laws upon, or in respect of, the Trust Property and allocate arty such taxes to the appropriate accounts, (o) adopt, amend and repeal the By -Laws. provided that such Bylaws are at all times consistent with the terms of this Declaration of Trust, (p) employ persons 10 make available interests in the Retirement Trust to employers eligible to maintain a Deferred Compensation Plan under Section 457 or a Qualified Plan under Section 401 of the Internal Revenue Code, as amended: (q) issue the Annual Report of the Retirement Trust. and the disclosure docu. mems and other literature used by the Retirement Trust; (r) make loans, including the purchase of debt obligations, provided that all such loans shall bear 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, provided that the Trustees may not delegate the powers set forth in paragraphs (b). (c) and (o) of this Section 41 and may not delegate any powers .f such delega• tion would violate their fiduciary dunes; (t) provide for the indemnification of the officers and Trustees of the Retirement Trust and purchase fiduciary insurance: (u) maintain books and records, including separate accounts for each Public Employer, Public Employer Trustee or Employer Trust and such additional sep• arate accounts as are required under, and consistent with, the Deferred Com- pensation om•pensat on or Qualified Plan of each Public Employer, and (v) do all such aCts, take all Such proceedings. and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustees may deem necessary or appropriate to administer the Trust Property and to carry out the purposes of the Retirement Trust. APPENDIX B •e INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE I. NAME AND DEFINITIONS Section 1.1 Nome: The Name of the Trust, as amended and restated hereby, is the ICMA Retirement Trust Section 1.2 Definitions: Wherever they are used herein, the following terms shall have the following respective meanings (a) By -Laws The By Laws relerred to in Section 41 hereof. as amended from time t0 time (b) Deferred Compensa:,on plan A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retire- ment income and other deferred benefits to as employees in accordance with the provisions of section 457 of the Internal Revenue Code of 1954, as amended (c) Employees Those employees who panicapate in Qualified Plans (d) Employer Trust. A trust created pursuant to an agreement between RC and a Public Employer lot the purpose of investing and administering the funds set aside by such Employer in connection with its Deferred Compen saiion agreements with its employees or in connection wttn its Qualified Pian (e) Guaranleed Investment Contract A contract entered into by the Retire mens Trust with insurance companies that provides for a guaranteed rate of return on mvesimenis made pursuant to such contract (� ICMA The international City Management Association (g) ICMA/RC Trustees Those Trustees elected by the Pulblic Employers who in accordance with the provisions of Section 3 t(at hereof, are also mem bets of the Boaro of Directors of ICMA or RC (h) Investment Adviser The Investment Adviser that enters into a contract With the Relitement Trust to provide advice with respect to investment of the Trust Property (i) Portfolios The Portfolios of investments established by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees for the purpose of providing investments lot the Trust Properly 0) Public Employee Trustees Those Trustees elected try the Public Employers who. in accordance with the provisions of Section 3l(a) hereof, ate full Ome employees of Public Employers (k) Public Employer Trustees Public Employers who serve as trustees of the Qualified Plans (1) Public Employer A unit of state or local government. or any agency or instrumentality thereof, that has adopted a Deferred Compensation Plan or a Qualified Plan and has executed this Declaration of Trust (m) Qualified Plan. A plan sponsored by a Public Employer for the purpose of providing retirement income to its employees which satisfies the quatCr canon requirements of Section 401 of the Internal Revenue Code. as amended (n) RC The international City Management Association Retirement Corpo ration (o) Rertemeni Trust The Trust created by this Declaration of Trust (p) Trust Properly The amounts held in the Retirement Trust on behall of the Publ�C Employers in connection with Deferred Compensation Plans and on behalf of the Public Employer Trustees for the exclusive benefit of Employees pursuant to Oval• fled Plans The Trust Properly shall include any income resulting from the invest mens of the amounts so held (q) Trustees The Public Employee Trustees and ICMAfRC Trustees elected by the PubLc Employers to serve as members of the Board of Trustees of the Retirement Trust ARTICLE Ii. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP OF TRUST PROPERTY Section 2.1 Creation: The Retirement Trust is created and eslabl sheC by the execution of this Declaration or Trust by the Trustees and the Pubic Employers Section 2.2 Purpose: The purpose of the Retirement Trust is to provide for the commingled mvesiment of funds held by the Public Employers m connec• lion with their Deferred Compensation and Qualified Pians The Trust Prop- erty shall be invested in the Portfolios in Guaranteed investment Contracts. and in other investments recommended by the Investment Adviser under the supennson of the Board of Trustees No pal of the Trust Property witt be invested in securities issued by Public Employers Section 2.3 Ownership of Trust Property: The Trustees shall have legal title to the Trust Property The Public Employers shall be the beneficial owners of the portion of the Trust Progeny allocable to the Deferred Compensation Plans The portion of the Trust Property allocable to the Qualified Plans shall be held for the Public Employer Trustees for the exclusive benefit of the Employees ARTICLE III. TRUSTEES Section 3.1 Number and Qualification of Trustees. (a) The Board of Trustees shall consist of nine Trustees Five of the Trustees shall be full-time employees of a Public Employer (the Public Emplotee Trustees) who are authorized by such Public Employer to serve as Trustee The remaining four Trustees shall consist of two persons who, at the time of electron to the Board of Trustees are member$ of the Board of Directors of ICMA and Iwo persons who. at the lime of election, are members 01 the Boatol of Directors of RC (the ICMA/RC Trustees) One of the Trustees who is a director of ICMA. and one of the Trustees who is a director of RC, shall at the lime of election, be full-time employees of a Public Employer (b) No person may serve as a Trustee for more than one term in any len-yea, period Section 3.2 Election and Term. (a) Except for the Trustees appointed to fill vacancies pursuant to Sectiun 35 heteol. the Trustees shall be elected by a vote of a majority o' the Pubbc Employers in accordance with the procedures set forth in the By Laws •• Section 4.2 Distribution of Trust Property: Distributions of the Trust Prop - Only shall be made to, or on behalf of, the Public Employer or Public Employer Trustee, in accordance with the terms of the Deferred Compensation Plans. Qualified Pians or Employer Trusts The Trustees of the Retirement Trust shall be fully protected in making payments in accordance with the directions of the Pubic Employers, Public Employer Trustees or other Trusteed the Employer Trusts wlhout ascertaining whether such payments are in compliance wrth the provisions of the Deferred Compensation or Qualified Plans, of the agreements creating the Employer Trusts Section 4.3 Execution of Instruments: The Trustees may unanimously cIngnale any one or more of the Trustees to execute any instrument or docu merit on behalf of all, including but not limited to the signing or endorsement ol any check and the signing M any applicati0ns, insurance and other con- tracts. and the Acton of such designated Trustee of Trustees shall have tare same force and effect as if taken by all the Trustees ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES Section 5.1 Duty of Care: In exercising ;ho powers hereinbefore granted to the Trustees. the Trustees Shall perform all acts within their authonly for the exclusive putpose of prov:ang benefits for the Public Employers in connec. tion with Deterred Compensai un Plans and Public Employer Truslees pursuant to Qualified Plans, and shall perform such acts with the care• skill. prudence and diligence in the circumstances then prevailing that a prudent person act :ng in a like capacity and familiar with such mallers would use to the conduct of an enterprise of a like character and with like ams Section 6.2 Liability: The Trustees shall not be liable for any mistake of judg- menl or other action taken in good faith, and for any action taken or omitted in tel:ance In 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 Retirement Trust by any of its officers, employees or agents or by the Invest, ment Adviser 0r any sub investment adviser, accountants, appraisers or other experts or ConSultants selected with reasonable care by the Trustees_ officers or employees of the RePrenreni Trust The Trustees shall also not be liable tot any Toss sustained by the Trust Property by reason of any investment made in good faith and :n accordance wilt) the standard of care set forth in Section 51 Section 5.3 Bond: No Trustee shalt be obf:gated to give any bond Of other secunly for the performance of any of his of her cubes hereunder ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS The Trustees shall annually submit to the Public Employers and Public Employer Truslees a wnnen report of the transactions Of the Retirement Trust, including finan tial statements which shall be ceridiod by independent public accountants Cha sen by the Trustees ARTICLE VII. DURATION OR AMENDMENT OF RETIREMENT TRUST Section 7.1 Withdrawal: A Public Employer of Public Employer Trustee may. at any time withdraw from this Retirement Trust by delivering to the Board of Trustees a written statement of withdrawal. In such statement the Public Employer or Public Employer Trustee shall acknowledge that the Trust Prop eny allocable to the Public Employer is derived from compensation deferred by employees of such Public Employer pursuant to its Deferred Compensa ton Plan of from conlr butions to the accounts of Employees pursuant to a Qualified Plan, and Shall designate the financial insMulion to which Such properly shall be transferred by the Trustees of the Retirement Trust or by the Trustee of the Employer Trust Section 7.2 Duration: The Retirement Trust shall continue until terminated by the vote of a majority of the Peuhc Employers each Casting one vole Upon termination, all of the Trust Properly shall be pa,d out to the Puu:c Empftyots, Pubic Employer Trustees of the Trustees d the Employer Trusts as appiopnaie Section 7.3 Amendment: The Retirement Trust may be amended by the vote of a majonly of the Public Employers. each Casting one vote Section 7.4 Procedure: A resolution to terminate or amend the Retirement Trust or to remove a trustee shall be subm4led to a vote of the Pubic EmpJ0yers it. (i) a majority of the Trustees so d ract. or, (u) a petition requesting a vote signed by not less than 25wb of the Public Employersis submitted to the Trustees ARTICLE VIII. MISCELLANEOUS Section 8.1 Governing Law: Except as otherwise regwred by state or local law. this Declaration of Trust and the Retirement Trust hereby Created shad be Construed and regulated by the laws of the District of Columbia Section 8.2 Counterparts: This Declaration may be executed by the Public Employers and Trustees in two or more coonlerparls each of wn,Ch shay be deemed an original but all of which together shall consi,juie one and the same ins'.rument + APPENDIX C INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT trade by and between the Employer harried in the attached mo lution and the Irterrhational City Management Association Retirement Corpora - bon (herdna111V dha'TruslW or 'Retirement Corporaoonj, a r*nprofit corpora Oen agartirsd and wisting under the taws of the Stated Deiawara kr the purpose d investing and 0"rivise administonng the funds set aside by Employers in connection with Cielerrod compensation plans es°tabllshe d urKler section 457 of the Internal Revenue Code of 1954 Wv Todej This Agreement Miall take atoct upon acceptance by the Trustee of its Appointment by the Employer to serve as Trustee in accordance herewth as set forth in the Attached resolution. WHEREAS, the Employer has established a deferred comperWt on plan under section 457 of the Code Mv 'Ptanj; WHEREAS, in order that there will be sufficient funds available to discharge ft Employer's contractual obligations under the Plan, the Employer desires to AM aside peri c"ly amourft equal to the amcurt d compensation deferred, WHEREAS, the funds sot Aside, together with any and All assets derived from Ow inestment thereof, are to be exclusively within the dominion, control, and own,orship d the Employer, and aubfect to the Employer's Absolute right of with- drawal, no empbyrees having any interest wfhatsoevar therein; NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in deterred compensation accounts tot the Employer, (b) the Trustee cVrenards that It will hold said sums, and any other funds which rt may receive hereunder, in trust for the uses and purposes and upon the teams mid conditions hareanafter sued, end (c) the parties hereto agree as follows ARTICLE 1. GENERAL DUTIES OF THE PARTIES Section 1.1 Omnisrol Duty of the Empiclyor The Employer ow make regu Ist periodic payments equal to the amounts d Its employees' compensation which are dd&red in Accordance with the terms and conditions d the Plan to the extent th®t such amounts are to be irwested under the Trust. Siection 1.2 f3anatul Dulles of the %at": The Trustee shall hold all funds received by R hsreundAr, which, together with the income therefrom, shell corn atitute the Trust Funds It shall admin seer the Trust Funds, collect the income Nhered, and make paymeals therefrom, oil as hereinafter provided The Trus - We shalt the hod ae Tug Fads wti ch are ttantterred to it as Au Tus°tee by the Employer horn existing deferred Compensation arrangements with its Ems urdor pians described in section 457 of the Code SiCti Trust Funds shalt be s ithect to all of the terms and proosiona of this Aoreemem ARTICLE N. POWERS AND DUTIES OF THE TRUSTEE IN INVESTMENT, ADMINISTRATION, AND DISBURSEMENT OF THE TRUST FUNDS, Notion 2.1 Imroartmen► Po"rs and Duties of the Truat : The True - tee shall hAhe tha power to invest end reinvest the principal and Income of the Trust Funds and keep the Trust Funds iriveslad, without dictintiion between lonrhapal and hoorre, in securities or in other property real or personal, wher aver situated, it i luckng, but not limited to, stocks, cl or prederred, bonds, retirement annuity and irrsurark a policies, mortgages, and other Ev dences d I debtedrim or oivnersiup, irNwAmer%eomparoK common or group trvsf funds, or separate and dinereni types d funds (including equity, fixed income) which tutf ll requirements d stale and local governmental laws, provided, however that the Employer may direct investment by the Trustee among available imm"meni afternistives in such proportions as the Employer authorues in connection with Its deferred compensation agreements with its employees For these purposes, these Trust Funds may be commingled with 'Crust Funds set aside by other Employers pursuant to the terms d the CMA Retirement Trust Inve-,nnent pwmrs vested in the Trustee by the, Section may be delegated by Me Trustee to Any bank, kt*rance or trust company, or Any irNestment adviser manager a agent seteaed by n. Section 2.2 Admirilstrativs Powers of the Thustes; The Trustee snail hate the poser in its diccnation. (a) To purchase. or subscribe for, any sacurrt4s or other property and to retain the same in trust. (b) To eel, aw-harhge, coir y, transfer or otherwise dispose of any secun. bes or other property held M a, by private contract, or at public Auction, No person dealing with the Trustee shall be bound to see the appl;ca!,on of the purchase money or to inquire Into the validity, expedency, or props• Ally of any such We or other disposition, (c) To vote upon arty stocks, bonds, or other securities, to give general or special proxies or powers of aftn ney with or wilhovt power of substitution, to exercise any conversion privileges, subscription rights, or other options, And to make erry payments incidental thereto, to oppose. or to consent la or otherwise parbCipate in, corporate reorgantzaUons or other changes aflect. Ing corporate socurnies, and to delegate discretionary pavers, And to pay any assessments or charges in connection therewith, And generally to oxer - ase arty d the powers d an owther with respect to stocks, bonds, securities or other property Wd as pan d the Trust Funds (d) To cause Any seeunties or other property held as part of the Trust Funds to be registered in its own name and to hold Any invftn'lents in bearer form, tout itis books and records d the Trustae shall At all Mmes show that all such lrwestments are a part d the Trust Funds (e) To borrow or raise money for the purpose d the Trust in Such amount, And upon such terms and conditions, As the Trustee shall deem adwsabie. and, for arty sum to borrav ed. to issue its promissory nae as Trustee and so secure the repayment thereof by pledging all, on any pan, of the Trust Furls No person lending money to the Trustee snail be bound to see the application of the money lent or to inquire into its validity. axped;ency or propriety of any such borrowing M To keep such portion of the Trutt Funds in cash or cash balances as Me Trustee. from time to time, may deem to be in the best Interest d the Trust created hereby. without liability for interest thereon (g) To Accept and retain for such time as n may deem advisable any secure W or uhor property received or acquired try n as Trustee hereunder wtwathe, or nol such securities or other property would normally be purchased as irreatmant hereunder •e (h) To'matie e9aaaule, scwtiawtadge, and deliver ■ny aro alt documanfs 0 transfer and oo"ryance and ary and aH other instruments trial may be necessary of approprialle, to Carry out the pavers heroin granted, 0 To settle, compromise, or submit to arbitration any claims, dents, or damages due or owing to or from the Trust Funds, to Commence or defend suits or kgal or adIrrurolra eve proceedings, and to represent the Tina Funds in sa wfts and legal and administrative pnx*ed rq Q To do a8 aide sets, We am Such proceedings. and exercise to such rights and privileges, afttvy-0 not spot lly mentioned herein, as the Trustee may deem necessary to administer the Tihust Funds and to carry out the purposes of tfrs 'kit. Section 2.3 OlatAb utlons from the Trust Funds: The Employer hereby appolrhm the Trustee As rts agent fir the purpose ofmajung distributions from the ThW Funds in this regard the terms and corodrteons eel Porth in the Plan are to guide and Control the lrustee's Paw Sattlon 3,4 Vstustlon of ThM Ftmda: At Basi orsr_e a year ns of Valuation Dates designated by the Trustee, the Trustee "I determine the value of the Trust Funds, Assets of the Trust Funds "it be valued at their market values M the close of business on t e Valuation Date, or, in the absence of readily ascertainabie markof volues as the Trustee shall determine, in accordance with methods consistently kaflowand and uthilorrmly applied. ARTICLE Ill. FOR PROTECTION OF TRUSTEE Section 3.1 Evidence of Action by Employer, The Trustee may rely Won any cenificate, notice of ditoctiort purporting to have been signed on behatt of the Employer which the Trustee bel eves to have been signed by it duly designated official of the Employer, No communication shall be binding upon any of the Trust Funds or Trustee until they are received by the Trustee. Seebon 3.2 Advice of Cot trosel: The Ivstee may eorntAt with any legal own. sol with respect to the construction of this Agreement, its duties hereunder, or any W. which If proposes to take of omit. and shall not be liable for any action taken or omitad in good fadh pursuant to such advice, Section 3.3 MiuxiGtrheou& The Trustee shall use ord nary care and reason tyle diligence, but shell not be liable for any mistake d judgment or other action taken in good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by reasons of any irnesirnent made in good tam and in acor• dance wrath the prowstons of ft Agreement. The Trustee's duties and obligations shall be limited to those expressly imposed upon ii by this Agreement. ARTICLE fV. TAXES, EXPENSES AND COMPENSATION OF TRUSTEE Stfctkhn 4.1 'Mees: The Trustee Shall deduct from and charge against the Trust Funds any faxes on the Truss Funds or the income thereof or which the Trus I" is required to pay with respect to the interest of arry person therein. Section 4.2 Expenses: The Trustee "I deduct horn and charge against the lnrst Funds 0 reasonable expenses incurred by the lustee in the admins• boon of the Trust Funds, including counsel, agency, Investment advisory, and oche+ necessary Ines ARTICLE V. SETTLWENT OF ACCOUNTS The Trustee "i keep accurare and detailed accounts of sit irvWmerts, receipts, disbursements, and other transactions hereunder Within nirwty (90) days after the Gose at each fiscal }ear, the Trustee shalt ren dor in duplicate to the Employer an account of as acts and transactions as Trus - Oce herornder If any part of the lvst Fund "I be invested through the medium of any common, cateavo or Commingled Trust Funds, the last annual report of such Trus Funds shall be submitted with and incorporated in the account. if within rlrhsty (90) days alter the rnaihng of the account or sty emended account the Employer than not Tiled with the Trintee notice of any obfed,on to arty act or transaction of the Tretstee, the account or Amended account Shen become an account stated. It any objection has been filed, and it the Employer is sells - tied that it should be withdrawn or t the account is adjusted to the Employer's satisfaction, the Employer shall in writing filed with the Trustee signify approval d the amount and it shall become an account slated When an account becomes an account szled, such account shall be finally valued, and the Trustee shall be completely d,schaiva.', mrd relea:zd. Qz' 41,-, accourd had been settled and allowed by a judgment of decree of a court of Compalent jurisdiction in an action or proceedng in which the Trustee "the Employer were parties The Trustee "I have the right to apply at any time to a court of competent Jurisdiction for the judicial aeftlamerd of its account. ARTICLE VI. RESIGNATION AND REMOVAL OF TRUSTEE Section 6.1 Resignation of Trustee: Tho Truslee may resign M any time by filing with the Employer its written resignation `SQCh res gnation Shall take tifleCt sixty (60) days from the date of such filing and upon appointment of a successor pursuant to Saction 63, wticheet shall first occur. Section 6,2 Removal of 'trust": The Employer may remove the Trustee at any time by delivering to the Trustee a written notice of its removal and an appointment of a successor pursuant to Section 63 Such removal than not take effeei prior to sixty (60) days from such delivery unless the Trustee agrees to an earlier effective date. Section 6.3 Appointment of Successor Triateea: The appointment of a successor to the Trustee shall take effect upon the delivery to the Trustee of (a) an instrument in writing executed by the Employer appointing such suca Cassor, and exonerating such Su cesSor from liability for the acts and omis� cions of its predecessor, and (b) an acceptance in writing, executed by such successor. All of Nye provisions sat forth herein with respect to the Trustee shall relate to each successor with the same force and effect as it Such successor had been originally named as Trustee hereunder It a wccessot is ndt appointed within sixty (60) days after Nye Trustee gives notice of its resignation pursuard to Section 61., the Trustee may apply to any court of competent jurisdiction for appooWnerht of a successes Sec1lon 6,4 Transfer of Funds to Successor: Upon the resignation or removal of the Trustee and appointment of a successor, and atter the final accourd of Nee Trustee has been property sen)ed, the Trustee shall transfer and del,yer arty of the Trust Funds inaolved to such successor ARTICLE VII, DURATION AND REVOCATION OF TRUST AGREEMENT Section 7.1 Duntlon and Revocation: This Trust shall continue for such time as may be necessary to accomplish the purpose tot wfr,ch it was created but may be terminated of revoked at any time by the Employer as it relates to any and/or all related participating Employees Written notice of such termi. nation or revocation shall be given to the Trustee by tris Employer Upon ter- mination or revocation of the Trust, all of the assets thered Shall return to and revert to the Employer Termination of this Trust shall nU, howl er, relieve the Employer of the Employer's continuing obligation to pay deferred compensa tion to Employees in Accordanhce with the terms or the Plan Section 7.2 Amendment: The Employer shall have the right to amend this Agreement in whole and in part W onty wdh the Trustees written consent Arty such amendment shelf become effective upon (a) delivery to the Trustee of a written instrument of amendment, and (b) the andorsemerd by the Trus IN on such instrument 0 its consent thereto ARTICLE Vlll. MISCELLANEOUS S®etfon 8.1 Laws of the Diatrlct of Columbia to Govem: This Agree- ment and the Trust hereby created shall be construed and regulated by the lows d the aslnct d Columbia. Soollon 8.2 Successor Employers: The 'Employer" "It include any per son who succeeds the Employer and who thereby becomes Subject to the obligations of the Employer under the Plan Sectlon 8.3 Witlhdrewale: The Employer may. at any bme, and from time to bma, withdraw a portion of all of Trust Funds created by this Agreement ttrection 6.4 Gen=dkr and Number: The masculine includes the feminine end the Singular ineluoes the plural unless the context requires another meaning