R-1985-22 - Laserfiche WebLink

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. -- .....-: .~ \ ~ - (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. (j) 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 the Trust Funds, The Employer hereby appoints the Trustee as its agent 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 the close of business on the Valuation Date, or. in the absence of readily ascertainable market values as the Trustee shall determine. 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 to 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 10 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 reasons 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 Agreement. ARTICLE IV. Taxes, Expenses and Compensation of Trustee. 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 V. Settlement of 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 of its acts and transactions as Trustee hereunder, If any part of the Trust Fund shall be invested through the medium of any common. collective or 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, 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 of competent jurisdiction for the judicial settlement of its account. ARTICLE VI. Resignation and Removal 01 Trustee. Section 6,1. 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 effect prior to sixty (60) days from such deli~ery unless the Trustee agrees to an earlier effective date. Section 6,3, Appointment of Successor Trustee. 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 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 Revocation 01 Trust Agreement. 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 to 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 whole 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 (b) the endorsement by the Trustee on such instrument of its consent thereto. ARTICLE VIII. Miscellaneous. 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 who thereby becomes subject to the obligations of the Employer under the Plan, Seclion 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 and the singular includes the plural unless the context requires another meaning, -iU#- 'L I;L 2