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R-88-600 e e CITY OF CLERMONT RESOLUTIONS NO. 600 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, LAKE COUNTY, FLORIDA, ADOPTING A TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION. WHEREAS, the City of Clermont maintains a deferred compensation plan for its employees which is administered by the ICMA Retirement Corporation (the "Administrator"); and WHEREAS, other public employers have joined together to establish the ICMA Retirement Trust for the purpose of representing the interests of the participating employers with respect to the collective investment of funds held under their deferred compensation plan; and NOW, THEREFORE, BE IT RESOLVED that the City of Clermont hereby executes the ICMA Retirement Trust, attached hereto as Appendix B; and BE IT FURTHER RESOLVED that the City of Clermont adopts the trust agreement with the ICMA Retirement Corporation, as appears as Appendix C hereto, as an amendment and restatement of its existing agreement with the ICMA Retirement Corporation, 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 coordi- nator for this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation as Administrator, and shall cast, on behalf of the City, any required votes under the program. Administrative duties to carry our the plan may be assigned to the appropriate departments. DONE AND RESOLVED THI S 023 rd... DAY OF Ou.r¡ Jd , 1988 CITY OF CLERMONT ¿:t2~ Attest: ~~£ì~ ~~ E. ~~z~e, City Clerk ·' # . ~'~ '". e e APPENDIX B DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Definitions SECTION 1.1. Name. The Name of the Trust created 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 referred to in Section 4,1 hereof, as amended from time to time. (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retirement income and other deferred benefits to its employees in accordance with the provisions of section 457 of the Internal Revenue Code of 1954, as amended, (c) Guaranteed Investment Contract. A contracJ entered into by the Retirement Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to such contract. (d) ICMA. The International City Management Association. (e) ICMA/RC Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are also members of the Board of Directors of ICMA or RC. (f) Investment Adviser. The Investment Adviser that enters into a contract with the Retirement Trust to provide advice with respect to investment of the Trust Property. (g) Employer Trust. A trust created pursuant to an agreement between RC and a Public Employer for the purpose of investing and administering the funds set aside by such employer in connection with its deferred compensation agreements with its employees. (h) 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 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 full-time employees of Public Employers, (j) Public Employer. A unit of state or local government, or any agency or instrumentality thereof, that has adopted a Deferred Compensation Plan and has executed this Declaration of Trust. (k) RC. The International City Management Association Retirement Corporation. (I) Retirement Trust. The Trust created by this Declaration of , Trust. (m) Trust Property. The amounts held in the Retirement Trust on behalf of the Public Employers, The Trust Property shall include any income resulting from thè investment of the amounts so held. (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. Creation, The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees and the participating Public Employers. SECTION 2,2, Purpose. The purpose of the Retirement Trust is to provide for the commingled ,investment of funds held by the Public Employers in connection with their Deferred Compensation Plans. The Trust Property shall be invested in the Portfolios, in Guaranteed Investment Contracts and in other investments recommended by the Investment Adviser under the supervision of the Board of Trustees. 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 Trust Property. 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 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 election to the Board of Trustee's, are members of the Board of Directors of ICMA and two persons who, at the time of election, are members of the Board 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 time 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 ten-year period, SECTION 3,2, Election and Term. (a) Except for the Trustees appointed to fill vacancies pursuant to Section 3.5 hereof, the Trustees shall be elected by a vote of a majority of the Public Employers in accordance with the procedures set forth in the BYeLaws. (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. SECTION 3.3. Nominations, The Trustees who are full-time employees of Public 'Employers shall serve as the Nominating Committee for the Public Employee Trustees. The Nominating Committee shall choose candidates for Public Employee Trustees in accordance with the procedures set forth in the By-Laws. SECTION 3.4. Resignation and Removal. (a) Any Trustee may resign as Trustee (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at" a later date according \ ,."-.. of the instrument. An. the Trustees may be cause. by a vote of a majority of the Public ,,- ~ to the terms removed for 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. Vacancie.s, The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, adjudicated incompetence 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 fit (subject to the limitations set forth in this Section), to serve forthe unexpired portion of the term of the Trustee who has resigned or otherwise ceased to be a Trustee. The appõintment shall be made by a written instrument signed by a majority of the Trustees. The person appointed must be the same type of Trustee (i.e., Public Employee Trustee or iCMA/RC 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 or resignation, provided that such appointment shall not become effective prior to such retirement or resignation. Whenever 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 instrument certifying the existence of such vacancy signed by a majority of the 'Trustees shall be conclusive evidence of the existence 01 such vacancy. SECTION 3,6, Trustees Serve in Representative Capacity. By executing this Declaration, each Public Employer agrees that the Public Employee Trustees elected by the Public Employers are authorized to act as agents and representatives of the Public Employers collectively. ARTICLE IV. Powers of Trustees SECTiON 4.1. General Powers. The Trustees shall have the power to conduct the business of the Trust and to carryon its operations, Such power shall include, but shall not be limited to, the power to: (a) receive the Trust Property from the Public Employers or from a Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, 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 investments for the Trust Property and the payment of reasonable 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 InvestmentAdviser; (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 a Public 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 portion 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 Retirement Trust created hereby, without liability for interest thereon; (f) accept and retain for such time as they may deem advisable any securities 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 here- under; (g) cause any securities or other property held as part of .the Trust Property to be registered in the name of the Retirement Trust or in the name of a nominee, and to hold any investments in bearer form, but the books and records of the Trustees shall at all times ShOW. all such investments are a part of the \rust Property; (h) make, execute, acknowledge. and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (i) vote upon any stock, bonds, or other securities; give general or special proxies or powers of attorney with or without power of substitution; exercise any conversion privileges, subscription rights, or other options, and make any payments incidental thereto; oppose, or consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and delegate discretionary powers. and pay any assessments or charges in connection therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securities or other property ·held as part of the Trust Property; (j) enter into contracts or arrangements for goods or services required in connection with the operation of the Retirement Trust, including, but not limited to, contracts with custodians and contracts for the provision of administrative services; (k) borrow or raise money for the purpose of the Retirement Trust in such amount, and upon such terms and conditions. as the Trustees shall deem advisable, provided that the aggregate amount of such borrowings shall not exceed 30% of the vaiue 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; (i) incur reasonable expenses as required lor 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 connection with the Deferred Compensation Plans or the Employer Trusts and deduct such expenses from that portion of the Trust Property beneficially owned by the Public Employer to whom such expenses are properly allocable; (n) payout of the Trust Property all real and personal property taxes, income taxes and other taxes of any and all kinds which, in the opinion 01 the Trustees, are properly levied, or assessed under existing or future laws upon, or in respect of, the Trust Property and allocate any such taxes to the appropriate accounts; (0) 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; (p) employ persons to make available interests in the Retirement Trust to employers eligible to maintain a deferred compensation plan under section 457 01 the Internal Revenue Code, as amended; (q) issue the Annual Report of the Retirement Trust, and the disclosure documents 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 (0) of this Section 4.1 and may not delegate any powers il such delegation would violate their fiduciary duties; (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 or Employer Trust and such additional separate accounts as are required under, and consistent with, the Deferred Compensation Plan of each Public Employer; and 2 ..: " .. .' ¡v) do all such acts, take all such ~eding~" and exerci.se all such nghts and privileges, although not specifically mentlo~ed herem, as the Trustees may deem necessary or appropnate to administer the Trust Property and to carry out the purposes of the Retirement Trust. SECTION 4.2 Distribution of Trust Property. Distributions of the Trust Property shall be made to, or on behalf of, the Public Employer, in accordance with the terms of the Deferred Compensation Plans or Employer Trusts. The Trustees of the Retirement Trust shall be fully protected in making payments in accordance with the directions of the Public Employers or the Trustees of the Employer Trusts without ascertaining whether such payments are in compliance with the provIsions of the Deferred Compensation Plans or the agreements creating thl? Employer Trusts. SECTION 43 Execution of Instruments. The Trustees may unanimously designate anyone or more of the Trustees to execute any Instrument or document o'n behalf of all, including but not limited tothe Signing or endorsement of any check and the signing of any applications, insurance and other contracts, and the action of such designated Trustee or Trustees shall have the same force and effect as if !a'.e·n by all the Trustees. ARTICLE V, Duty of Care and Liability of Trustees SECT ION 5.1.' Duty of Care. In exercising the powers hereinbefore granted to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits for the Public Emrloyers, and shall·perform such acts with the care, skill, prudence aFld diligence in the circumstances then prevailing that a prudent person actmg in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. SECTION 5.2. Liability, The Trustees shall not be liable for any . mistake of judgment or other action taken in good faith, and for any action taken or omitted in reliance 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 Investment Adviser or any sub- Investment 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 not be liable for any loss sustained by the Trust Property by reason of any investment made in good faith and in accordance with the standard of care set forth In Sectlpn 5.1. SECTION 5,3, e, No Trustee shall be obligated to give any bond ?r other security for the performance of any of his or her duties hêréûnder, ARTICLE VI, Annual Report to Shareholders The Trustees shall annually submit to the Public Employers a written report of the transactions of the Retirement Trust, including financial statements which shall·be certified by independent public accountants chosen by the Trustees, ARTICLE VII. Duration or Amendment of Retirement Trust SECTION 7.1, Withdrawal. A Public Employer may, at any time, with- draw from this Retirement Trust by delivering to the Board of Trustees a statement to that effect. The withdrawing Public Employer's beneficial interest in the Retirement Trust shall be paid out to the Public Employer or to the Trustee of the Employer Trust, as appropriate, SECTION 7,2. Duration. The 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 ic Employers or the Trustees of the Employer Trusts, as appropriate, SECTION 7.3. Amendment. The Retirement Trust may be amended by the vote of a majority 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 submitted to a vote of the Public Employers if: (a) a majority of the Trustees so direct, or (b) a petition requesting a vote, signed by not less than 25% of the Public Employers, is submitted to the Trustees, ARTICLE VIII. Miscellaneous SECTION 8.1. Governing Law. Except as otherwise required by state or local law, this Declaration of Trust and the Retirement Trust hereby created shall 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 counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 3 ?"'- ... e e APPENDIX C TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEME~T made by and between the Employer named in the attached resolution and the International Crty Management Association Retirement Corporation (hereinafter the "Trustee" or "Retirement Corporation"), a nonprofit corporation organized and existing under the laws of the State of Delaware, for the purpose of investing and otherwise administering the funds set aside by Employers in connection with deferred compensation plans established under section 457 of the Internal Revenue Code of 1954 (the "Code'} This Agreement shall take effect upon acceptance by the Trustee of its apPOintment by the Employer to serve as Trustee in accordance herewith as set forth in the attached resolution. WHEREAS, the Employer has established a deferred compensation plan under section 457 of the Code (the "Plan"); WHEREAS, in order that there will be sufficient funds àvailable to discharge the Employer's contractual obligations under the Plan, the' Employer desires to set aside periodically amounts equal to the amount of compensation deferred; WHEREAS, the funds set aside, together with any and all assets derived trom the investment thereof, are to be exclusively within the dominion, control. and ownership of the Employer, and subject to the Employer's absolute right of withdrawal, no employees having any interest whatsoever therein; . NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in deferred compensation accounts for the Employer; (b) the Trustee covenants that it will hold said sums, and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated, and Ic) the parties hereto agree as follows: ARTICLE I. General Duties of the Parties. Section 1.1, General Duty of the Employer. The Employer shall make regular periodic payments equal to the amounts of its employees' compensation which are deferred in accordance with the terms and conditions of the Plan to the extent that such amounts are to be invested under the Trust. Section 1,2. General Duties of the Trustee. The Trustee shall hold all funds received by it hereunder, which, together with the income therefrom, shall constitute the. Trust Funds. 1\ shall administer the Trust Funds, collect the income thereof, and make payments therefrom, all as hereinafter provided. The Trustee shall also hold all Trust Funds which are transferred to it as successor Trustee by the Employer from existing deferred compensation arrangements with its Employees under plans described in section 457 of the Code. Such Trust Funds shall be subject to all of the terms and provisions of this Agreement. ARTICLE U. Powe", and Duties of the Trustee In Investment, Administration. and Disbursement of the Trult Fundi, Section 2.1. Investment Powers and Duties of the Trustee. The Trustee shall have the power to invest and reinvest the principal and income of the Trust Funds and keep the Trust Funds invested, without distinction between principal and income, in securities or in other property, real or personal; wherever situated, including, but not limited to, stocks, common or preferred, bonds, retirement annuity and insurance policies. mortgages, and other evidences of indebtedness or ownership, investment companies, common or group trust funds, or separate and difterent types of fundS (including equity, fixed Income) which fulfill requirements of state and local governmentill laws, provided, however. that the Employer may direct investment by the Trustee among available investment alternatives in such proportions as the Employer authorizes in connection with its deferred compensation agreements with its employees. For these purposes. these Trust Funds may be commingled with Trust Funds set aside by other Employers pursuant to the terms of the ICMA Retirement Trust. Investment powers vested in the Trustee by the Section may be delegated by the Trustee to any bank, insurance or trust company. or any investment advisor, manager or agent selected by it. section 2.2, Administrative Powers ot the Trustee. The Trustee shall have the power in its discretion: (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 otherwise dispose of any securities or other property held 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 propriety of any such sale or other disposition, (c) To vote upon any stocks, bonds, or other securities: to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights. or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizati'ons or other char¡ges affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Funds. (d) To cause any securities or other property held as part of the Trust Funds to be registered in its own name, and to hOld any investments in bearer form. but the books and records of the Trustee shall at all times show that all such investments are a part of the Trust Funds. (e) To borrow or raise money for the purpose of the Trust in such amount, and upon such terms and conditions, as the Trustee shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Funds No person lending money to the Trustee shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing. (f) To keep such portion of the Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be in the best interest of the Trust created hereby. without liability for interest thereon. (g) To accept and retain for such time as it may deem advisable any securities or other property received or acqUired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investment hereunder. (h) To make, execute, aCknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments thai may be necessary or appropriate to carry out the powers herein granted. e (i) To settle, compromise, or submit to arbitration any claims, debts. or damages due or owing to or from the Trust Funds; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Funds in all SUIts and legal and administrative proceedings. Ij) To do all such acts. take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein. as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from lhe Trust Funds. The Employer hereby appoints the Trustee as its agenl for the purpose of making distributions from the Trust Funds. In this regard the terms and conditions set forth in the Plan are to guide and control the Trustee's power. Section 2,4. Valuation of Trust Funds, At least once a year as of Valuation Dates designated by the Trustee, the Trustee shall determine the value of the Trust Funds. Assets of the Trust Funds shall be valued at their market values at Ihe close of business on the Valuation Date, or, in the absence of readily ascertainable market values as the Trustee shall delermine. in accordance with methods consistently followed and uniformly applied. ARTICLE III. For Protection of Trustee. Section 3.1, Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting 10 have been signed on behalf of the Employer which the Trustee believes to have been signed 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. Section 3.2. Advice of Counsel. The Trustee may consult with any legal counsel with respect to the construction of this Agreement. its duties hereunder, or any act. which it proposes to take or omit. and shall not be liable for any action taken or omitted in good faith pursuant to such advice. ' Section 3.3. Miscellaneous. The Trustee shall use ordinary care and reasonable diligence. but shall not be liable for any mistake of judgment or other action taken in good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by redsons of any investment made in good faith and in accordance with the provisions of this Agreement. The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Agr~ment. ARTICLE IV. Tues, Expenses and Compensation of Tru.tee. Section 4.1. Taxes. The Trustee shall deduct from and charge against the Trust Funds any taxes on the Trust Funds or the income thereof or which the Trustee is required to pay with respect to the interest of any person therein. Section 4,2. Expenses. The- Trustee shall deduct from and charge against the Trust Funds all reasonable expenses incurred by the Trustee in the administration of the Trust Funds. including counsel, agency, investment advisory, and other necessary fees, ARTICLE Y. SeU'ementof Accounts. The Trustee shall keep accurate 'and detailed accounts of all investments, receipts, disbursements. and other transactions hereunder. Within ninety (90) days after the close of each fiscal year, the Trustee shall render in duplicate to the Employer an account (If its acts and transactions as Trustee hereunder. If any part of the Trust Fund shall be invested through the medium of any common, collective or commingled Trust Funds. the last annual report of such Trust Funds shall be submitted with and incorporated in the account. If within ninety (90) days after the mailing of ·the account or any amended account the Employer has not filed with the Trustee notice of. any objection to any act or transaction of the Trustee. the account or amended account shall become an account stated. If any objection has been filed, and if the Employer is satisfied that it should be withdrawn or if the account is adjusted to the Employer's satisfaction, the Employer shall in writing filed with the Trustee signify approval of the account and it shall become an account stated. . e When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by a judgment or'decree of a court of competent jurisdiction In an action 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 01 competenl jurisdiction for the judicial settlement of its account. AATlCLE VI. Ae.lgnatlon and Aemoval 01 Tru.t... Section 61, Resignation of Trustee. The Trustee may resign at any time by filing with the Employer its written resignation Such resignation shall take effect sixty (60) days from the date of such filing and upon appointment of a successor pursuant to Section 6,3,. whichever shall first occur. Section 6.2. Removal of Trustee, 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 take eflect prior to sixty (60) days from such delivery unless the Trustee agrees to an earlier effective date. Section 6,3. Appointment of Successor Trustee. The appointment 01 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 successor, and exonerating such successor from liability for the acts and omissions of its predecessor, and (b) an acceptance in writing, executed by such successor. 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 hereunder. If a successor is not appointed with sixty (60) days after the Trustee gives notice of its resignation pursuant to Section 6.1.. the Trustee may apply to any court of competent jurisdiction for appointment of a successor. Section 6.4. Transfer of Funds to Successor. Upon the resignation or removal of the Trustee and appointment of a successor. and after the final account of the Trustee has been properly settled, the Trustee shall transfer and deliver any of the Trust Funds involved to such successor. ARTICLE VII. Duration and Aevocalion of Trult Allreemenl Section 7.1. Duration and 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 te any and/or all related participating Employees. Written notice of such termination or revocation shall be given to the Trustee by the Employer. Upon termination or revocation of the Trust. all of the assets thereof shall return to and revert to the Employer. Termination of this Trust shall not, however, relieve the Employer of the Employer's continuing obligation to pay deferred compensation to Employees in accordance with the terms of the. Plan. Section 7.2. Amendment. The Employer shall have the right to amend this Agreement in whol~ and in part but only with the Trustee's written consent Any such amendment shall become effective upon (a) delivery to the Trustee of a written instrument of amendment. and Ib) the endorsement by the Trustee on suCh instrument of its consent thereto. ARTICLE VIII. MI.ceflaneo~. Section 8,1, laws of the District of Columbia to Govern. This Agreement and the Trust hereby created shall be construed and regulated by the laws of the District of Columbia. Section 8.2. Successor Employers. The,"Employer'" shall include any person who succeeds the Employer and w'ho thereby becomes subject to the obligations of the Employer under the Plan. Section 8.3. Withdrawals, The Employer may. at any time. and from time to time, withdraw a portion or all of Trust Funds created by this Agreement. Section 8.4. Gender and Number. The masculine includes the feminine S/'Id the singular includes the plural unless the context requires another meaning. 2