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HomeMy WebLinkAboutReso 116-88 ICMA DefCompPlanRESOLUTION NO. 116- 88 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ************************** ESTABLISHING A DEFERRED COMPENSATION PLAN (ICMA Retirement Corporation) WHEREAS, the City of Dublin (EMPLOYER) has employees rendering valuable services; and WHEREAS, the establishment of a Deferred Compensation Plan for such employees will serve the interests of the Employer by enabling it to provide reasonable retirement security for 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 Employer 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 Employer 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 Employer 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 Employer hereby executes the ICMA Retirement Trust, attached hereto as Appendix B; and BE IT FURTHER RESOLVED that the Employer 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 held under the deferred compensation plan through the ICMA Retirement Trust as soon as is practicable; and BE IT FURTHER RESOLVED that the City Manager shall be the coordinator for this program and shall receive necessary reports, notices, etc., from the ICMA Retirement Corporation as Administrator, and 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. 1988. PASSED, APPROVED AND ADOPTED this 22nd day of August, AYES: Cm. Hegarty, Moffatt~ Snyder, Vonheeder~ and Mayor Jeffery NOES: None ABSENT: None ATTEST: APPENDIX A ("EMPLOYER") DEFERRED COMPENSATION PLAN ARTICLE I. INTRODUCTION 'R',,e Employer hereby eslablishes the Empfoyer's Deferred Compensation Ran, here~nafler referred to as the "Plan." The Plan consists of the pro~qsaons set forth in this document. The primary Ic)urpose or this Ran is to provide re{irement income and other deferred bandits to the Employees or the Employer in accordance with the pro- visions d ~ction 457 of the Internal Revenue Code of 1954. as amended. This Plan shall be an agreement sdely between the Employer and participat- ing Employees. ARTICLE II. DEFINITIONS Section 2.01 Account: The bookkeeping count maintained for each Par- bcipant telheeling the cumulative mount Of the Participant's Deferred Com- penstupor. including any income, gains. losses. or increases or decreaSes in market value attributable to the Empioyer's investment or the Participant's Part~ipant~s Deferred Compensation. Section 2.02 Admlnittmtor: The person or pesons named to carry out cer- tain nonOiscretionary administrative functions under the Ran. as hereinafter described The Employer may remove any person as Administrator upon 60 days' advance notice in writing to such person. in which case the Employer ~hall name another person or persons to act as Administrator The Adminis- trator may resgn upon 60 days' advance nolice in writing to the Employer. in which case the Employer shall name another person or persons to act as Administrator. ~ectlon 2.03 Beneficllry: The person or persons designated by the Par- t~cipant in his Jointier Agreement who shall receve any benefits payable here- under in the event of the Participant's death. mutually agree to defer hereunder, any mount credited to · Participant's Account by reason or a transfer under Section 603, or any other mount which the Employer agrees to credit to a Participant's Account. 8tctlon 2.05 Employwe: Any individual who provides services for the Employer, wheher as an employee or ~ Employer or as an independent con- tractor, and who has been designated by the Emir as eligible to partici- pate in the Plan. pensation fror,n the Employer for a taxable year that is atlrit:N.f. able to services pedotmS~ tot the Employer and thst is incfudibie in the Emplofee~ gross income any mount excfudable from gross income under this Ran or any other plan described in sac~o~ 457(b) or the Internaj Revenue Code, any mount et..lud- able from gross irr..ctne under section 403(b) or the Internal Revenue Code. or any Other amount excludable from gross income for federal income tax pur- poses. Indudible Compensation shall be daten'~ned without regard to any community property laws. ~tctlon 2.0? Jolnder Agreement: An agreement entered into between an Employee and the Employer. including any amendments Or modifications tarcol. S4jch agreement ShaJl fix the amount or Deferred Compensation, specify a preference among the investment alternatives designated by the Employer. designate the Employee's Beneficiary or Beneficiaries. and incorporate the terms. conditions, and prows~ons or the Plan by reference Bectlon 2.08 Normal Compeneation: The amount or compensation which would be payable to a Participant by the Employer for a taxable year if no Joinder Agreement were in effect to defer compensation under this Plan. Section 2.09 Norroll Retirement Age: Age 70, unless the Participant has elected an allernate Normal Retirement Age by written instrument delivered to the Administrator pnor to Separation fTom Service A Participant's Normal Retirement Age determires (a) the latest time when benefits may commence under this Ran (unless the Participant continues employment after Normal Retirement Age). and (b) the period during which a Pamcipant may utilize the catch-up limPetion or Section 502 hereunder Once a Participant has to any extent utilized the catch.up limitation or Section 502, his Normat Retirement Age may nof be changed. A Participant's alternate Normal Retirement Age may not be earlier than the ea~iest date that the Participant will become ehgib~e to retire and recewe urveduCed retimrre~ benees under the Employer's basic reirernent ptan cover- ing the Participant and may not be later than the date the Participant attains age 70. If a Pamcipant continues employment after attaining age 7(:). not hav- ing previously elected an/ternate Normal Ratirernent Age, the Participant's !alternate NormaJ Retirement Age shall not be later than the mandatory rettre- ment age. if any, established by the Employer. or the age at which the Par- ticipant actuaJly separates from servx~ if the Employer has no mandatory retire- ment age. If the Participant will nof become et,gible to receive beretits under a basc retirement plan rna~ntained by the Emp4oyer, the Part~:ipant's ~ernate Normal Retiremere Age may not be eartier than mlainment or age 55 and may not be later than the attainment or age 70. lection 2.10 Plrtlctpent: Any Employee who has joined the Plan pursuant to the requirements or Article IV. il4mtlon 2.11 Plmn llllr: The calendar year. ~ection 2.12 Retirement: The first date upon which both o~ the following lhall have occurred ~ respect to a Part~ipant: Separation from Servtce and Ilttainment or age 65 8action 2.13 Sepmrmtlon horn Service: Severance of the Participant's employment with the Employer which constitutes a 'SeparatiOn from service" within the meaning or section 402 (e) 4 (A) (iii) or the Internal Revenue Code In general. a Participant shall be deaf'ned to have severed his employment with the Employer for purposes of this Ran when. in accordance wirn the esab- liehad practices or the Employer. the employment relationship is considered to have actually terminated In the case or a Participant who is an indepen- dent contractor or the Employer. Separation from Service shall be deemed to have OcCurred when the Participant~ contract under which ser',nces are per- ton'ned has completely expired and terminated. there is no foreseeable pos- li~lity that the Emp4oyer will renew the contracl or enter into a new contract IOr the Participant's services, and it is not anticipated that the PartK;ipant will become an Employee or the Employer. · ~ect~n 1.01 Duties of Employer: The Employer gtmJI have 'the authority which may be required in the adrniniSlretion of this Plan. 8action 3.02 Dutlee of Administrator: The Administrator. es agent for the Eruptafar. shall pe~orrn nondiscretionary admirsslrative fundjons in connec- ixovisio~ o~ periodic ~ on the stiltus d each .41:t..ount and the dist~jrse meal ol ber',e~s o~ bahaft of the Employer in accordance with the provisions ARTICLE N. PARTICIPATION IN THE PLAN S4ction 4.01 Initial Participation: An Employee may become a Participant I~ er'lering into a ,.lointier/l~reernent prior to the beginning of the calendar n-~rfn in which the Joinder Agreement is to become effective to defer corn- perration ncX yst earned. Section 4.02 Amendment of Jolnder Agreement: A Part~ipant may Irnend an acecured Jointier Agreement to change the amount of Cofnpenas- lion nCX yet earned which is to be deferred (including the reduction of such luture delerrals to ~BrO) ~' to change his imeslment prelerence (sut:~eCl to such restrictions as may result ftom the nature Or terms of any investment made by the Employer). Such amendment shall become effective as 'of the begin- ning c~ the calendar month Commencing after the date the amendment is _e~__N~_Jted A Participant may at any time amend his Jointier Agreement to live immediately. ARTICLE V. UMITATION$ OF DEFERRAI,~ ~ecUon 5.01 Norall LImitation: E~cept as provided in Section 5.02, the maximum amount of Deferrod Compensation for any Participant for any taxa- hie year ~hall ncX exceed the lesser of $7,500.00 or 331/~ percent Of the Par- Hy be equivalent to the lesser Of $7.500.00 or 25 petcent of the Participant's Normal Compensation. ~ection 5.02 Catch-Up UrnItalian: For each Of the last three (3) taxable yearn of a Pafficipant ending before his attainment of Normal Retirement Age, the maximum amount of Deferred Compensation shall be the ler-.ser of: (1) $15.000 of (2) the sum of (i) the Normal Limitation for the taxable year, and (i7 that portion Of the Normal Limitation for each of the prior taxable years Of lhe Participant commencing after 1978 during which the Ran was in exislenc. e, catnpensation ('rf any) deferred under me plan was subjed to the limitations met forth in ~sction 501. and the Participant was eligible to participate in the Ran (of in any other plan establimed under section 457 Of the Internal Reve- nue Code by an ernplc~,er within the same State as the Employer) in excess of the mount of Deterred Compensation for each such prior taxable year 5-02. a Participarl~ Indudible Cofnpensa~on for the current m year shall be deemed to inducle any Deerred Compensmjon for the taxable year in emess of the amount permitted under the Norrnal Limitation, and ~e Participant's lay re'haunt that could have been ciderred under the Nofmal Limitation for 8action 5.03 Section 403(b) Anndtlem: For Pure Of Sections 50~ and 502.8mounts contributed by the Employer on behalf Of a Partk;ipant for the purchase of an annuity contract described in median 403(b) Of the Internal penSamoa under this Ran fOr, the taxabte year in which the cOntribution was made and mall thereby reduce the maximum amount that may be Clelerred ARTICLE V!. 14VESTMENll AND ACCOUNT VALUES ~ection 6.01 Imnt ef Belltrial Cempenlltlon: AI~ investments ~ be the sole property of the Employer and shall not be hetd in trust for ParlX~pants Or as collateral security for the fulfillment of the Employer'$ obliga- tior~ under the Ran. Such property shall be Subject to the ctaims Of general ofeditc~ Ofthe Employer, and no Part~par~ or Bene~ary maJ~ have any vested interest or Secured of preferred position with respect to such propeny or have Ilny deim against the Employer except as a general credrtor. 8action 6.02 Crtditlng of Account=: The Partiapant's ~ccount mall reeect the amount and value Of the investments or other properly chained by the Eruptdyer through the investment Of the Part~pant's Deferred Compansabon It is anticipated that the Employer~s investments with reapeel to a Panscipant will ~ to the investneat preference specffied in the Particjpant's Joender Agreement. but ncXhing herein shall be construed to require the Employer to make any particular investment Of a Participant's Deferred Compensation Each Partjdpant shaJI receve periodic rapads, not less frecluermy than annually, mo~ ing the then-current value Of his Account. ~ection 6.03 Tmn~fNl: A transfer will be accepted from an aligible State deferred compensation plan maintained by another amplayer and Credrted to a PartK:ipant~ Account under this Ran. The Employer may require such documentation from the predecessor plan as it deems necessary to effectu- ate the transfer. to confirm that such plan is an e~igible State deferred com- pensation pan within the meaning Of section 457 ol the Internal Revenue Ccx~ End to assure that transfet,s are provided for under such plan. Any such trans- tarred amount mall not be treated as a deferral subject to the limitations Of Article V, et.,ept that, for purposes Of apDlying the limitations Of Sed~on 5.01 and 502, an amount deferred during any taxable year under the plan from which the transfer is accepted mall be treated as if it had been deferred under this Plan during such taxable year and compensation paid by the translator employer shall be treated as if it had been pard by the Employe~ · ectlon 6.04 Employer LIability: In no event mall the Empioyer's liabihty to pay benefits to a Participant under Article VI et,.,eed the VaJue Of the amounts credited to the Participant~ Account; the Employer shall rd De liable for losses arising from deprac.4ation or mrinkage in the value Of any investments eccluired under this Ran. ARTICLE VII. BENEFITS ktlon 7.01 Retirement Benefits and Section on Separation from Betvice: E~cept as otherwise prowdad in this Article VII, the dtmribution Of a Partscipant's Account shall commence during the second calendar month after the dose cff the Ran Year of the Participant's Retirement, and the 0istri- bution Of such Retirement benefits shall be made in accordance with one Of the payment options described in Section 7.02. Notwithstanding the forego- ing. the Participant may irrevocably etect within 60 days followlag separation from Service to have the distribution Of benefits commence on a date Other than that described in the preceding sentence which iS at least 60 days after the date such election is c~ivered in wdting to the Employer and forwarded to the Administrator bul nc~ later than 60 days after the close Of the Plan Year of the Participant~ attainment Of Normal Retirement Age or Separation from Service, whichever is later· 8action 1.02 P. yment Options: As prodded in Sections 7.01 and 705. a Participant may eiecl to hav~ the value Of his Account distributed m accor- dance with one Of the following payment options, provided that such OptiOn i~ consistent with the limitations set forth in Sealion 7.03: (a) Eclual monthly, cluattedy. Semi-annual or annual payments in an amount dloGen by the Participant, continuing until his Account is exhausted. ('o) One lump sum payment; (c) ~ equal rnorthly, cluartedy, semi-annual or anr'4jal paymer~ calculated to coftdnue for a period chosen by the Participant; (d) Payments equal to payments made by the issuer Of a retirement annuity pu4icy acquired Dy the Emplc~mr; (e) Any other payment otXion aleclad by the Participant and agreed to by the Employee A Participant~ alection of a payment option must be made at least 30 days before the payment Of benefits is to commence H a Participant fails to make I timety alect~)n of a payment option, benefits shall be paid monthly under option (c) above for a penod c~ five years. 1aCtion 7,03 Llmlt~tion on am: No payment option may be selected by the Participant under Section 7.02 untess the present value Of the payments tothe Participant, determined as of the ate banemrs commence, exceeds 50 percent Of the VeJue ol the Partcipant~ Account as Of the date benefits in section 1.72-9 of the Federal Income Tax Reguffi. tions (or any _m__ _fJ~=.~ssor pro- vision to such feguiat,ons). e~ctlon 1.04 I=olt-retlrtrnent Delth Bee: Should the Participant die after he has begun to receive benefits under a payment option, the remaining payments. if any. under the payment option Shall be payable to the Pamci- pant's Benefr.,mry commencing within the 30-day period commencing with the 31st day Ifter the PartiCiberlrs death. unless the Beneficiary elects pay- ment undef a diflererl payment option within 30 clays of the Partjcipant~s death. In no event ~hall the Employer Or Administrator be liable to the Beneficiary for the ~nOunt of any payment made in the rime of the Participant before the k:lministratof race~ves proof of death of the Participant, Notwithstanding the foregoing, payments to a Bene~dary st'dill not extend over a bem)d longer than ~ the Benefr.~ry~ life expectancy ff the Beneficiary is the Participant's spouse or (ii) fifteen (15) years if the BenefK:iary is not the Participant's spouse. ff no Beneficiary is designated in the Joinder Agreement, Or if.the designated Benefi{'jary does n43t survive the Participant for a period of fifteen (15) days, shall be paid in a lump sum to the estate of the Participant, If the designated Beneficiary sub, ires the Participant for a period of fifteen (15) days, but does not continue to live for the remaining period of payments under the payment option (as modifmd, if necessary, in conton"nity with the third sentence of this eaction), then the commuted value of any remaining payments under the pay- ment option shall be pa~d In a lump sum to the estate of the Beneficiary. f~lction 7.05 Pft.fltirement Death Benefltl: Should the Participant die before he has begun to receive the bensets pr(Nided by Section 7D1. the value of the Participant~s Account shall be payable to the Beneficiary commencing within the 30.day period commencing on the 91st day after the Participant's death, urdess the Beneficiary elects a different benefit commencement date within the 90 days of the Participanrs death, Such benefits Shaft 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- rnent iS not less than $3,500, unless the Beneficiary elects a different payment option within 90 days of the Participant~ death. Notwithstanding the forego- ing, bene6~ paid to a Bene6ciary under this Section may commence no eadier than the 91st day alter the Participant's death and no later than 60 days after the later ol tm close Of the Ran Year in which the Participant attained or would have attained Normal Retirement Age or the dose of the Plan Year in which the Part,cipant separated from service. A Beneficiary who may elect 8 pay- ment option pursuant to the provisions of the preceding sentence shall be treated as if he were a Participant for purposes of determining the payment chosen by the Beneficiary must provtda for payments to the Beneficiary over a period no longer than the life expeotancT of the Beneficiary ff the Benefici- ary is the Pamcipant's spouse and must provide lor payments over a period not in m of 5fteen (15) years ff the Bendtciary is nol the Parbcipant~ spouse lectlon ?.06 Unforeseemble ~nde~: In lhe event an urforesaeable emerger~-'y __r,c~_Jrs, a Pamcipant may apply to the Employer to receve that parl of the velue of his account that is reasonably needed to satisfy the emer- gency need. If such an applcation is approved by the Employer, the Participant Ihatl be paid otdy Such amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the financial hardslip may be relieved through __r~=___tion of delerral under the Ran, insurance or other reimbursement, or liquidation of other assets to the extent m.r_.h liquidation would not itsall cause severe financial hardship. An unforesee- ible emet'gency shall be deemed to involve only circumstances of severe 6nancial hardship to the Participant resulting trom a sudden and unexpected tness, accident o~ disability of the Participant o~ of a dependent (as defined in mealion 152(a) of the Internal Revenue Code) of the Participant, loss d the Par- ticipant~ property due to casualty, or other Similar and e~traordinsry untoresee- able circumstances adSing as 8 result of events beyond the control of the Par- tiCipant. The need to send a Pan~pam's child to cof~ege or to purchase a new home shall not be ConSidered unforeseeable emergencies, The determinahon as to whether such an untoreseeable emergency exists shall be based on the merits of each individual case. ARTICLE VIII. NON-A$SIGNABILITY No Participant or Beneficiary shall have any fight to commute, sell. assign. pledge, transler or o{herwise Convey or encumber the right to receive any pay- merits hereunder, which payments and rights are expressly declared to be non- assignable and non-transferable ARTICLE IX, RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves in addition to any other retirement, pansion, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employer~ employees, and participation hereunder mall not affect benefits recev* able under any such plan or system. Nothing con'mined in this Plan shall be deemed Io constitute an employment contract or agreement between any Par- ticipant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. ARTICLE X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Ran provided that il transmits such amendment in writing to the Administrator at least 30 clays prior to the effechve date of the amendment. The consent of the Administrator shall not be required in order for such amendment to become effective, ~ the Administrator shall be under no obligation to continue acting as Administrator hereunder if ii d~sap- proves of such amendment, The Employer may at any time terminate this Ran The Administrator may at any time propose an amendment to the Plan by an inslrument in writing transmitled to the Employer at least 30 days before the effec- tive date of the amendment, Such amendment shall become effeclive unless, within such 30-day penod, the Employer notifies the Administrator in writing that ildisapprovss such amendment, in which case such anlefx:Jment Shall not become effeclive in the event of such disapproval, the Administrator shall be under no obigation to continue acting as Administrator hereunder. No amendment or termination of the Ran shall divest any Participant of any rights with respect to compensation deferred before the date of the amendment or termination. ARTICLE Xl. APPLICABLE LAW This Ran shall be construed under the laws ol the state where the Employer is located and is astablished with the intent that it meet the requirements of an lligible State drierrod compensation plan" under seotion 457 of the Internal Rev- enue Code d 1954. as amended, The provtSions of this Ran shall be interpreted wherever possible in conformity with the requirements of that section. ARTICLE Xll. GENDER AND NUMBER The masculine pronoun, wherever used herein, shall induda the feminine pro- noun. and the Singular shall indude the plural. e~cept where the context requires ~ -~, APPENDIX B DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE I. NAME AND DEFINITIONS ~.ection 1.1 Name: The Name of the Trust create~ hereby is the ICMA Retire- merit Trust. ~,ection 1.2 De~nltlor~: Wherever they are used herein, the following terms shall have the lollowing respective meanings: (a} By-Laws. The By-Laws referred to in Section 4.1 hereof, as amended from time to time. (b) Delerrad Compens~on Plan. A deferrad'compensation plan esablished and maintained by a Public Employer for the purpose of providing retire. ment income and mr cleVerred benefits to its employees in accordance with the pro~sions of section 457 of the Internal Revenue Code of 1954, assmended. (c) Guaranteed Inves~nent Contract. A ~ontmct entered into by the Retire- merit Trust with insurance companies that pro,Ades for a guaranteed rate of return on ir~estments made pursuant to such contract. (d) ICMA. The Irstemational City Management A~ociation. (e) ICMA/RC Trustees Those 'trustees elected by the Public Employers who, in accorOance with the prcMs~ons Of Section 3.1(a) hereof, are also mem- bers of the Board of Directors of ICMA or RC (f) Imestment Aclviser. The Investment Aclviser that enters into a contract with the Retirement Trust to provide advice with respect to investment of Use Trust Property. (g) Employer Trust. A trust created pursuant to an agreement between RC and a Public Emplofer for the purpose of investing and administering the funds set es~de by such employer in connec'don with its deferred compen- sation agreements with its employees, (h) Po~folios, The Port/olios of investments established by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees, for the purpose of providing investments for the Trust Property. (i) Public Employee Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are furl-time employees of Public Employers. ~) Public Employer. A unit of slam o~ local government, or any agency or has executed this Declaration Of Trust, (k) RC. The Interna~x~ C.~ Management Association Retirement Corpo- (I) Retirement Trust. The ~ creaIed by this Declaration of Trust. (m) Trust ProC~rty The amounts held in the Retirement Trust on behaff of the Publsc Employee The Trust Property shall include any income result- (n) Trustees. The Public Employee Trustees and ICMA/RC Trustees elected by the Public 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 Cltltiort: The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees end the Participating Public EmploWrs. ltectlon 2.2 Puq)oll: The purpose of the Retirement Trust is to provide for the cornmingled investment of funds held by the Public Employers m connec- in the Podfdio~ in Guaranteed Investment Contmcls, and in other investments recommended by the Investment Adviser under the superwsion of the Board Of Trustees. ~,ection 2,30wnemhlp of l~uet Property: The Trustees shaU have legal title to the Trust Property. The PuUic Employers shall be the bereficial owners O( the Trust Property. ARTICLE IlL TRUSTEES Section :).1 Number end Qualification of Trustees. (a) The Board of Trustees shall cons~Sl of nine Trustees Five of the Trustees ~hall be full-tim employees Of a Public Employer (the Pu~c Employee 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 etection to the Board of Trustees, are members of the Board of Directors of ICMA and two parsons who, at the time of election, are members of the Boarcl of Detectors of RC (the ICMA4:IC Trustees) One of the Trustees who iS a direclot Of ICMA, and one of the Trustees who is a director of RC, shall, at the t~me Of election. be full-time employees of a Public Employer. (b) No parson may serve as a Trustee for more than one term in any ten-year period. Section :3.2 Bectlon Ind llrm. (a) Et..ept for the Trustees appointed to fill vacancies pursuant to Section 35 hereof, the Trustees shall be elected by a vote of a majodty of the Pubhc Employers in lccordance with the procedures set forth in the By-Laws. (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 ~¢tlon 3.3 Nomlnatlens: The Trustees who are full-time employees of Public Employers shall serve as the Nominating Commitlee for the Pubhc Employee Trustees in sccordance with the procedures set forth m the By-Laws. ~"tlon 3.4 Reaigrtltlon and Removsl. (e) Any Trustee may resign as Trustee (without need for pnof or subsequent lccounting) by an instrurnent in writing s~gned by the Trustee and deliverecl to the other Trustees, and such resgnatson s~tatl be efiec'tlve upon SUCh delivery, or at a lataf date according to the terms of the instrument. Any ot the Trustees rnay be removed for caus~ byaKeofamajo~/ofthe Co) Each Public Employee Trustee shall resign his or her position as Trustee within sixty days d the clete on which he or She c_-e~__~es to be a full-time employee Oe · Public Employer. kin 3,S Vacancies: The term of educe of a Trustee shall terminate and · vacancy shall occur in the event ot the death, resignation, fernoval, Idjudi- caled incompetence Ix other incapacity Io perform the duties ol the office of · Trustee In the c~_r-e o~ · vacancy, the rem~ning Trustees shall apf)o:nt such person as they in thei'r discretion shall see fit (sul:~ct to the limit~ons lie forth in this SecIH~). to asrve for the unexplred ;xxtion ol the term ol the Trumee who has resigned or otherwise ceased to be a Trustee~ The alpointment shall appointed must be the same type of Trustee (i.e., Public Employee Trumee or ICMA/RC Trustee) as the par·on who has ceased to be a Trustee- An appoint- ment of a 'Trustee may be made in anticipation ot a vacancy to occur at a later date by reason {~ retirement or re~gnation, provided that such alpointment re%all not become e'fecbve prior to such retirement o~ resignation. Whenever · vacancy in the number of Trustees shall occur, until such vacar~ is filled as pr~cled in this Section 3.5, the Trustees in office, regardless of their num- ber, shall have all the powers (;}ranted to the Trustees and Shall discharge all the duties impoeed upon the Trustees by this Dedar~on. A w~ten instrument certifyin~ the eximence ot such vacancy signed by a majority ~ the Trustees Section 3.e Tetratees Serve In Reprelentltlve Capacity: By executing th~ Deda,'alk~, each Put:k; Employer agrees that the Public Employee Trustees e/acted by the PUblic Emplofers are authorized to act as agents and represen- tatNes of the Public Employers coflective~y. ARTICLE IV. POWERS OF TRUSTEES Section 4.1 General Powers: The Trustees shall have the power to conduct b. Jt shaJl net be limited to, the power to: (a) rr.,eive the Trust Property from the Public Employers of from a Trustee ol any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, for the establishment and off·ration d the Portldios, sdection of the Guaranteed Investment Contracts in which the Trust Property may be invested, rodaction of mr investments for the Trust Prorally and the pay- merit of re·sorted·fees tothe Investnm~ k:lviser and to any sub-investment adviser retained by the Investment Adviser; (c) review annuaJly the performance of the Investment Adviser and approve · nnuaily the Contract with such Investment Adviser; (d) invest and reinvest the Trust Property in the Portfolios, the Guaranteed Investment Contracts and in any other investment recommended by the Investment Adviser, provided that if · Public Employer has directed that its monies be invested in alec;'fied Portk~ios or in a Guaranteed Investment Contract, the Trustees o~ the Retirement Trust shall invest such monies in (e} keep such portion oi the Trust Property in cash or cash balances as tte Trumees, fTorn tim·tot·me, may de·into be in the best interest of the Retirement Trust created hereby, without liability for inter·at thereon; (f) lccept and retain foe euch time as they may deem advisable any securi- ties of other property received or acquired by them as Trustees her·under, whether or nc( auch tecufities Or Other property would normally be pur- chadaed as invemments hemunder; (g) cause any securities or mr proplmy held as pan of the Trust Property to be regimered in the name ot the Retirement Trust or in the name of a nominee, and to hold etvf investments in bearer form, but the books and records o( the Trustees shall at air times show ~at air such investments are a part d the Trust Property: (h) rnaka. mackroMedge and delivef any and all clocumen~ol trans- tar and conveyance ·nd any and all other instruments that may be naces- eary of appropriate to carry out the powers her·in granted; (i) vote upon any stock. bonds. of other securities; give general Or ·Dec,el proxies or I:x:,Nem ol etlorney with or wifhOul power Of substitution; exerctse any conraYon privileges. mjbscnplion nghts, Or Other optsons, and make any payments inciclentaj thereto; Oppose. or consent to. or otherwise par- 1~pate in. COrl:x)rate reorganizations or other changes affecting CorpOrate ascurities. and de4egate discre~onary powers. and pay any assessments or charge6 in corvrmct~on therewith; and geh"~raJly exercise any d the powers OI an owner with rasped to mOcks. bonds. securities or other property held as part of the Trust Property; (j) enter into contracts of arrangements for goods or servtces required in m with the operahon of the Retirement Trust, inctudtng. I:PJt rd limited tiX contracts with custodians and contrac~ for the prowsion of actministra- tive services; (k) borrow of rajse money !or the purpose of the Retirement Trust in such amount, and upon such terms and conditions. as the Trustees shall deem Idviseble. provided that the aggregate amount of such borrowings shall nd et.,eed 30% of the value of the Trust Property. No parson lending money to the Trustees shall be bound to see the apphcation of the more/lent or to inquire into its validity, expediency or propriety of any such borrowing: 0) incur me·oneida expenses as required tor the operation of the Retire- ment Trust and deduct such expanses from the Trust Property; (m) pay expenses properly allocable to the Trust Property incurred in con- ned·on with the Deferred Cornpan·at·on Plans or the Emp4oyer Trusts and deduct such expanses from that poffion of the Trust Property beneficially owned by the Public Employer to whom such expanses are propady Nlocable; (n) pay out of the Trust Property all real and personal property taxes, income taxes and o0wr taxes of any and 8/I kinds which. in the cOnion of 9,,e Trustees, are propady levied. or assessed under existing or future laws upOn. or in respect of, the Trust Property and allocate any such taxes to the appropri- ate accounts; (o) adopt, amend and repeal the By-Laws, provided that such By-Laws are at all times consistent with the terms of this Declaration of Trust; Lo) em~oy persons to make available interests in the Retirement Trust to employers eligible to majntain a de~erred compensation plan under sec- tion 457 of the Internal Revenue Code, as am·hOed; (o.) issue the Annual Report of the R~rement Trust, and the disclosure dcx:u- rnents 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 dalegate any powers granted he{·under to. such officers, agents, employees. auditors and attorneys as the Trustees may select, provided that the Trustees may not dategate the powers set forth in para- graphs (b). (c) and (o) of this Section 4.1 and may not cle4egate any powers if such delegation would violate their fiduciary duties; (t) provide for the indemnification of the officers and Trustees of the Retire- ment Trust and purchase ~duciary insurance; (u) maintain book~ and records, including separate accounts for each Pub. lic Employer or Employer Trust and such additional separate accounts as Ire required under. and consistent with. the DaMfred Compensation Plan ol each Public Employer; and (v) rio all such acts, take all such proceedings. and exercise all such fights end privileges, although not ~ly mentioned her·in. as the Trustees may deem necessary or alpropnate to administer the Trust Property and to carry out the purposes of the R~rement Trust. lection 4.2 DtltrlbMtiofi of ~ Plq~ert~: C)istfilx~tions of the Trust Prop- arty shall be made to. or on bahaft ol, the Public Employer, in accordance with the terms of the Delerred Compensation Plans or Employer Trusts The Trustees of the Retirement '!i'ust ~haJl be lully protected in making payments in accordance w~h the directions of the Public Employers or the Trustees of lhe Employer Trusts without ascerlaining whether such payments are in com- pliance with the provisions of the Deferred Compensation Rans or ~ agree ments creating the Employer Trusts. lectlon 4.3 Ex~utlon of Instrumentre: The Trustees may unanimously cles~gnete any one Or more oi the Trustees to execute any instrument or Oocu- ment on behalf of all. including but not |ira·ted to the signing or enOorsement c~ any check and the signing of any applications. insurance and Other contracts, and the ec~on o~ such cle~grtmed Trustee or Trustees Shall ~ the tame Iorce and allact as if Iken by all the Trumees. ARTICt,E V, DUTT OF CARE AND UABIUTY OF TRUSTEES · ectlon S.1 Duty of Cam: In exerdsing the powers hereinbefora granted to the Trustees. the Trustees shall perform all acts within their authority for the mgclusive pu._rprJee__ Ot providing benefits for the Public Employers, and shall pedorm _m__r~ ICtS with the Care. skill. prudence and diligence in the circum- Iranoes then preylilting that a prudent parson acting in a like capacity and familiar with euch rrmtlers would use in the conduct of an enterprise of a like character and with like aims. ~,ection 6.2 Llmblllty: The Trustees sh~l not be liable for any mistake of judg- ment or other ~ taken in good faith, and for any action taken or omitted in relisrr. e in good faith upon the books d account or other records of the Rejrernent Trust, upon the opinion of counsel, or upon reports made to the Retirament Trust by any of its officers, employees or agents or by the Invest- merit Adviser or any Sub-invesUTmnt adviser, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Retirement Trust. The Trustees shall also ncX be liat~e for any loss sustmned by the Trust Proparty by reason d any irlvestment made in good la~h and in accordance wtth the standard of Gare se kxth in Sectjon 51, '~ection 5,3 Bond: No Trustee shall be obligated to give any bond or other eecurify for the performance of any of his or her d~es hereunder, / ARTICLE VI, ANNUAL REPORT TO SHAREHOLDERS The Trustees shall annually sut~il to the Public Employers a w~en report of the trarsac'dons of the Re~rement Trust, indudir~ financiaJ statements which Shall be cert~ed by indepandent public accountants chosen by the Trustees, ARTICLE VII. DURATION OR AMENDMENT OF RETIREMENT TRUST 84ctlon 7,1 Withdrmelh A Public Eml~.oyer may, at any time w~*thdraw from this Retirement Trust by delivering to the Board of Trustees a statement to that effect. The withdrawing Public Employer's beneficial anterest in the Retiremen1 tust shall be pa~d out to the Public Employer or to the Trustee of the Employer Trust, as appropnate. ~;"tion 7.2 Duration: ~ Retirement Trust shall continue until terminated by the vote of a majority of the Public Employers, each casting one vote Upon termination. all of the Trust Property shall be paid Out TO the Publ|c Employers or the Trustees of the Employer Trusts, as appropnate Section 7.3 Amendment: The Retirement Trust may be amended by the vote Ot a majority of the Public Employers, each casting one vole ~4g, tlon 1.4 Procedure: A resolution to terminate or amend the Rebrement Trust or to remove a Trustee shall be summed to a vote d the Public Employers if: (a) a majority of the Trustees so direct, or; (b) a patition recluesting a vote, signed by not less than 25o/o of the Pub/ic Employers, is submined to the Trustees. ARTICLE VIII. MISCELLANEOUS Section 8.1 Governing I. mv: Except as otherwise recluired by state or local law, this DerJarat~on of Trust and the Retirement Trust hereby created shall be construed and regulated by the laws of the District of Cdumb~a. SeCtion 8.2 Caunt~rp~rt~: This Declaration may be executed by the Public Employers and Trustees in two or more counterparts, each of which Shalt be deemed an original but all of which together Shall constitute one and the same instrument. APPENDIX C TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT made by and between the Employer named in ~e attached reso- lution and the International City Management Association Retirement Corpora- 6on (hersmarter the "Trustee" or 'Retirement Corporation"), a nonprofit corpora- of investing and otherwise aclministering the funds set asicle by Employers in Connection with Cie4errad cornpensetion plans established uncier section 457 of upon acceptance by the Trustee of its appointment by the Employer to serve Is Trustee in Ig:cordance herewith as set forth in the witached res~ution. WHEREAS, the Eml:~yer has establisJ'~cl a pebrrad compensation plan under teotio~ 457 o~ lhe Coc~ (the WHEREAS, in order that there will be sufficient funds available to discharge · e Employer's contractual obligations under the Ran, the Employer ciesires to =eR aScie pedodr, ally amounts equal tothe amount d compensation Cleferred; WHEREAS, the funds set aside, together with any and NI =_~_,~s_ derived from the investment thereof. are to be e~clusivety within the dominion, control. and Ownership Ot the Employer, and subject to the Employer's abs~ute right bl with- Clrawal. nO err~ having any interest whatsoever therein; NOW, THEREFORE, this Agreement withesseth that (a) the Employer will pay monies to the Trustee to be placed m deferred cornpansation accounts for the Employer; (b) the Truslee covenants that it will hold said sums. and any other lunds which it may receive hereunder, in trust for the uses and purposes and ARTICLE I. GENERAL DUTIES OF THE PARTIES lar periodic payments equal to the amounts o~ its employees' cornpansation which are ~lelerred in accordance with the terms and conditions of the Ran to tt~e extenl tha~ such amounts am to be invested under the Trust, Ibtute the TnJst Funds. it shall edminister the Trust Funds, collect the income Ihereoe, and make payments therehorn. aJl as hereina~ter provided. The Trus- by the Employer from existing clelerred compensation arrangements with its En'~olofees urKler plans derJ'ibed in Mctio~ 457 of the Code Such TnJst Funds ~ be ~ubject to a~l of the terms and pro~sions oe this Agreement. ARTICLE II. POWERS AND DUTIES OF THE TRUSTEE IN INVESTMENT, ADMINISTRATION, AND DISBURSEMENT OF THE TRUST FUNDS. lectiort2.1 IrN~stnmnt Pow~m end Dutl~f the'lhmt=~: TheTrus- l~e Shall have the power to invgst and reinvest the principal and income of the Trust Funcls ancl keep the Trust Funcis invested, without cli~nction between pnnc~paJ and ir~cu,--'ne, in sacurities or in o~'mr ptoC~rty. real or personal, whet. ratimment annuity and insurance poficies, mortgages. and Other evic~ences Of indebtedness or ownership, invesrnent cornpar'~S, common or group trust funds, or Separate and different types ol funds (including ecluity. fixed income) which fuffilt requirements of state and local governmental laws, proviclecl. however, that ttm Employer may direct investment by the Trustee among available investment alternatives in such proportions as the Eml~oyer authoriZes in connection w~th its cleferred COmpensation agreements with its omployees For these purposes, these Trust Funds may be cornmingled with Trust Funcjs sel as~cle by Other Employers pursuant to the terms of the ICMA Retirement Trust Investment powers vested in the Trustee by lhe Section may be cle~egated by the Trustee to any bank, insurance u trust company. or any investment aclviser, manager or agent se4ected byit, I~'tlOn ;2.2 Admlnlltmtlv~ Powtrl of thl lhaltle: The Trustee shall have lhe power in its cliscretion: (a) To purchase. or subscribe for. any securities or Other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or ofherwise dispose Of any securi- ties Or other property hald by it, by private contract. or at public auction, No person dealing with the Trustee shall be bound to see the application of the purchase money or to inquire into the validity, expediency. or propri- e{y o~ any such sale or other dispostt~on. (c) To vote upon any stocks, bores, or other securities; to give general or special prox~s or powers of attorney with Or without power Of substitution; to exercise any conversaon privileges. subscription rights, or other Options. and to make any payments incider'{al thereto; to Oppose, or to consent Or oberwise par0cipate in. cofporale reorganizations or other chan0es affect- ing COrporate securities. and to be~egste cliscretionary powers, and to pay Iny ~_~_~sessments Or charges in connection therevv~h; and generally to exer- ciSe any of the powers of an Owner with respect to stocks. bonds. securities Of other property he~cl as pan Of the 'Eust Funds. (d) To cauSe any securities or other property heid as pan d the Trust Funds to be registered in its oNn name, and to hok~ any irNestmenls in bearer form, but the books and recorcIs of the Trustee ff'~ll at all times shOw that all such investments are a part of the Trust Funds. (e) To borrow or rNse money tor be purpose ol the Trust in such amount, IncI upon Such terms and conditions, as the Trustee shall deem advisable; ind. for any sum so borrowed, to issue its promissory note as Trustee, and to Mcure the repayment thered by pledging all. or any part. Ot the Trust Funds. No parson lending money to the Trustee shall be bound to see the Ipplr..at~on of the money ten1 or to inquire into its validity, expediency Or (f) To keep such potdon ol the Trust Funcls in ~ or cash balances as · e Tn,~ee, from tjme to time, may tieera to be in the best interest Of the Trust created heraby, without liability tor interest thereon. (g} To accep4 and r~ai n lor such time as it may cleern advisable any sacu ri- or not such ~ecunties or other property would normally be purchased as k*N~rnem hemunoler 7 (h) To make, execute, eckncNdedge, and {/diver any and ell documents Of transter and coreve/ence and any and all other instruments that may be mr/or N:Oroptiate to Carry out the powers hemen granted. (i) To ~etUe, compromise, or ~dbmit to arbitration any claims, debts, of damages due or owing to or from the Trust Funds; to commence or defend in ell cults and legal and administrative proceedings. and privileges, lithough no~ apectc, ally mentioned herart, Is the Trustee may deem necessary to ~ln'dnisfar the Trum Funds and to carry out the pum Of this Trust. ~ectiOn 2,:3 Dtltrlbutlonl from the 11'ult Funds: The Employer hereby appomts the Trustee as its agent for the purl:x:r,e o4 making distributions from the Trust Funds. In this regard the terms and conditions set forth in the Ran are to guide and contro~ the Trustee's power. kion 2,4 Valuation of Truer Funds: At least once a year Is o4 Valuation Dates desgnated by the Trustee, the Trustee shall determine the value Of'the Trust Funds. Assets of the Trust Funds Sha]l be valued at their market ViiiLieS at the dose of busmess on the Valuation Date, or, in the absence d readily ascertainabe marie values as the Trustee shall determine, in accordance with methOds con~stently followed and uniformly applied. ARTICLE IlL FOR PROTECTION OF TRUSTEE Section 3.1 Evidence of Action by Employer The Trustee may rely upon any certificate, nofr..e or direction purporting to have been signed on behalf c~ the Employer which the Trustee believes Io have been s~gned by a 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, ~ei with respect to the construction of this Agreement, its duties hereunder, or any act, which it p~s to take or omit, and shall not be liable for any action laken or omitted in good faith pursuant to such advice. Section 3,3 M!ecelteneout The Trustee shell use ordinary care and masona- be diligence, but shall not be lutble fo~ any mistake of judgment or mr actson taken in good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by Lea~e<Y,.s of any irNestment made in good faith and in accor- dance with the provisions o4 the Agreement. The Trusteels duties and obligations shall be limited to those expres~y imposed upon it by this Agreement. ARTICLE IV. TAXES, EXPENSES AND COMPENSATION OF TRUSTEE 8action4,1 lmcss: The Trusme shatl deduct frorn andcharge agelnst me Trust Funds any taxes on the Trust Funds or the income thereof or which the Trus- tee is required to pay with respect to the interest of any person theran, lection 4.2 Expertlea: The Trustee shall deduct horn and charge against ~ Trust Funds all _rea~_~:v~31e expenses incurred by the Trustee in the adminis- b'~on o4 the Trum Funds, including counse/, a0ency, investment advisory, and mr nac,~___~-~r/lees, ARTICLE V. SETTLEMENT OF ACCOUNTS The Trustee shall keep accurate and delailed accounts of all investments. Within ninety (90) days after the close o4 each fiscal year, the Trustee shell ren- der in duplicate to the Employer an account o~ its acts and tramions as Trus- toehereund~ ff =ny pert of the Tmat Fund shell be invested through the medium of any common, colleclive or cornrningted Trust Funds, the last annual report Of' such Trust Funds artall be subrrdtted with and incorporated in the account. Ifw~'linnirleb/(90)daysaltefthenlalngo4theac'co,__jntorarlyalT!endedaccount the Employer has not filed with the Trustee nobce of any objedion to any act or transaction of the Trustee, the account or amended account shall become an account mated. ff any objection has been fed, and if the Employer is satis- fed thal it mould be withdrawn or if the account is adjusted to the Employer's emisfaction, the Employer shell in wribng Ned with the Trustee signify approval Of the account and it ahall becoe~e an account stated. When an account becomes an account mated, such account shall be 5nelly tatlied, and the Trustee shell be cornp4etely discharged and released, as if SuCh ICCOunt had been settled and ellowed by a judgment or dacree of a coun of competent jurisdiction in an ac-tion or proceeding in which the Trustee and the Employer were parties. The Trustee shall have the right to apply at any time to a court Of compelant jurisdiction for the judicel settlement o4 kts account. ARTICLE VI. RESIGNATION AND REMOVAL OF TRUSTEE lectlon 6,1 Resigrmtion of 1hastee: The Trustee may resgn at any time by filing with the Employer its written re~gnation. Such resgnation shall take dfect sixty (60) days from the date Of such filing and upon appointment of 8 successor pursuant to Section 63., whichever shall first Occur. · ection 6,2 Removal of 1Yultee: 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 6.3. Such removal shall not fake effect prior to sixty (60) days from such daliver/unless the Trustee agrees to an eadier effective date. Slct|on 6.3 Appointment of Succetlor 'fi'ultee: The appcxntment of a ~cessor to the Trustee shell take etfact upon the deliver/to the Trustee of (a) an instrument in writing executed by the Employer appc. ntmg such suc- cessor. and exonerating such successor from liability for the acts and omis- sions of its predecessor, and (b) an acceptance in writing, executed by such luccessor. All of the provisions set forth herein with respect to the Trustee shall relate to each successor with the same force and effect as if such successor had been originally named as Trustee hereunde~ if a successor is not appointed within sixty (60) days after the Trustee gives notice o4 its resignation pursuant to Sealion 6.1., the Trustee may apply to any court of competent junsdict~on for appomtment of a successor, ktion 6.4 l~n=fer Of Funds to $ucce=lor: Upon the resignation Or removal of the Trustee and aDpo~ntment of a successor, and eller the hnel ICcount Of the Trustee has been propedy settJed, the Trustee shall transfer and cleliver any of Itm Trust Funds involved to such successor. ARTICLE VII. DURATION AND REVOCATION OF TRUST AGREEMENT Eection 7,1 Duration end Revocation: This Trust shall continue for Such time as may be necessary to accomplish the purpose for which it was created but may be terminated or revoked at any time by the Employer as it relates to any and/or ell related participating Employees Written notice of such termi- nation or revocation shall be given to the Trustee by the Employer Upon ter- mination or revocation of the Trust. ell of the assets thereot Shall return to and revert to the Employer. '[ermination of this Trust shall not. however, relieve the Employer of the Employers continuing obligation to day de~erred compensa* tion to Employees in accordance with the terms of the Plan. lectlon 7.2 Amendment: The Employer shell have the nght to amend this Agreement in whole and in pan but only with the Trustee's wTitten consent. Any such amendment shall become effective upon (a) delivery to the Trustee of a written instrument of amendment, and (b) the endorsement by the Trus- tee on such instrument of its consent thereto. ARTICLE VIII. MISCELLANEOUS lection 8.1 I. imm of the District ot Columbia to CKwem: .This Agree- ment and the Trust hereby created shall be Construed and regulated by the lays o4 the I:)istria of Columbia. 84¢tlon 8.2 Successor Employers: The "Employer" shall include any per, een who succeeds the Employer and who thereby becomes subject to the Obligations of the Employer under the Plan. Section 8.3 Wlthdrlwlll: The Employer may, at any time, and from t~me to time, withdraw a portton or ell of Trust Funds created by this Agreement. IlctiOfl 8.4 Glmder ~ Nulltblr. The masculine includes the temirxne and the singular irrJudes ~e plural unless the context requffes another meaning 8