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HomeMy WebLinkAbout24-224 Resolution No. 24-224 RESOLUTION DESIGNATING CHRISTINA WEBB AND TIM BENNETT AS TRUSTEE AND AUTHORIZING EXECUTION OF A TRUST AGREEMENT FROM BENEFIT PLANS PLUS, LLC FOR THE CITY OF ELGIN DEFERRED COMPENSATION PLAN FOR PUBLIC EMPLOYEES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Christina Webb and Tim Bennett be and is hereby designated as Trustee of the City of Elgin for the Deferred Compensation Plan for Public Employees. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, be and is hereby authorized and directed to execute a Trust Agreement on behalf of the City of Elgin from Benefit Plans Plus, LLC, for City of Elgin Deferred Compensation Plan for Public Employees, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: September 25, 2024 Adopted: September 25, 2024 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk CITY OF ELGIN DEFERRED COMPENSATION PLAN FOR PUBLIC EMPLOYEES TRUST AGREEMENT Copyright 2002-2023 Benefit Plans Plus. LLC All Rights Reserved. NOTE: A 457(b)plan that is sponsored by a governmental agency must be funded by a trust,custodial accounts and/or annuity contracts.This trust agreement is intended to be used for a qualified plan that is subject to ERISA.Therefore, if this plan will be funded by a trust you will need to make significant changes to this document if you chose to use this document as the trust agreement. Please note that any trust must also comply with any state enabling legislation. TRUST AGREEMENT THIS TRUST AGREEMENT is amended and restated effective as of the_day of ,2024,between City of Elgin(the "Company"), and Tim Bennett and Christina Webb(the "Trustee"). WITNESSETH WHEREAS,the Company sponsors the City of Elgin Deferred Compensation Plan for Public Employees (the "Plan") for the benefit of employees eligible to participate therein(the "Participants")and their beneficiaries(the "Beneficiaries"); WHEREAS,the Trustee is serving as trustee of a trust constituting a part of the Plan (the "Trust"),pursuant to which assets are being held to provide for the funding and payment of benefits under the Plan; WHEREAS,the Company and Trustee deem it necessary and desirable to amend and restate the existing trust agreement; WHEREAS,the Company has designated the Trustee to act as the trustee of the Plan and the Trustee is willing to continue to serve as trustee for the Plan to hold in trust those assets of the Plan that have been and will be transferred to the Trustee in accordance with the provisions of this Agreement(the "Trust Fund"); WHEREAS,the Company has designated a fiduciary to select Trust Fund investments and perform other duties with respect to the investment of the Trust Fund(the "Investment Fiduciary"); and WHEREAS,the Company and the Trustee deem it necessary and desirable to enter into a written agreement of trust; NOW,THEREFORE, in consideration of the mutual covenants contained herein,the parties hereto, intending to be legally bound,hereby agree and declare as follows: 1 ARTICLE I CONTINUATION OF THE TRUST Section 1.01 Continuation of Trust Fund. A trust is hereby continued under the Plan and the Trustee will maintain a trust account for the Plan and,as part thereof,Participants' accounts for such individuals as the Company shall from time to time give written notice to the Trustee are Participants in the Plan. The Trustee will accept and hold in the Trust Fund such contributions on behalf of Participants as it may receive from time to time from the Company, including amounts transferred by any prior trustee of the Plan,and such earnings, income and appreciation as may accrue thereon; less losses,depreciation and payments made by the Trustee to carry out the purposes of the Plan. The Trust Fund shall be fully invested and reinvested in accordance with the applicable provisions of this Agreement. Section 1.02 Exclusive Benefit. All contributions made to the Plan are made for the exclusive benefit of the Participants and their Beneficiaries,and such contributions shall not be used for,nor diverted to,purposes other than for the exclusive benefit of the Participants and their Beneficiaries(including the costs of maintaining and administering the Plan and corresponding trust). Section 1.03 Return of Contributions. Notwithstanding any other provision of this the Plan: (i)as contributions made prior to the receipt of an initial determination letter are conditional upon a favorable determination as to the qualified status of the Plan under Code section 401(a), if the Plan receives an adverse determination with respect to its initial qualification,then any such contribution may be returned to the Company within one year after such determination,provided the application for determination is made by the time prescribed by law; (ii)contributions made by the Company based upon mistake of fact may be returned to the Company within one year of such contribution;(iii)as all contributions to the Plan are conditioned upon their deductibility under the Code, if a deduction for such a contribution is disallowed, such contribution may be returned to the Company within one year of the disallowance of such deduction; and(iv)after all liabilities under the Plan have been satisfied, the remaining assets of the Trust shall be distributed to the Company if such distribution is provided for in the Plan and does not contravene any provision of applicable law. In the case of the return of a contribution due to mistake of fact or the disallowance of a deduction,the amount that may be returned is the excess of the amount contributed over the amount that would have been contributed had there not been a mistake or disallowance. Earnings attributable to the excess contributions may not be returned to the Company but losses attributable thereto must reduce the amount to be so returned. Any return of contribution or distribution of assets made by the Trustee pursuant to this Section shall be made only upon the direction of the Company,which shall have exclusive responsibility for determining whether the conditions of such return or distribution have been satisfied and for the amount to be returned. Section 1.04 Assets Not Held by Trustee. The Trustee shall not be responsible for any assets of the Plan that are held outside of the Trust Fund. The Trustee is expressly hereby relieved of any responsibility or liability for any losses resulting to the Plan arising from any acts or omissions on the part of any insurance company holding assets outside of the Trust Fund. 2 ARTICLE II DUTIES OF THE TRUSTEE Section 2.01 In General. The Trustee is not a party to,and has no duties or responsibilities under,the Plan other than those that may be expressly contained in this Article. The Trustee shall have no duties,responsibilities or liability with respect to the acts or omissions of any prior trustee. The Trustee shall discharge its assigned duties and responsibilities under this Article and the Plan with the care, skill,prudence,and diligence under the circumstances then prevailing that a prudent person acting 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 2.02 Contributions. The Trustee agrees to accept contributions that are paid to it by the Company(as well as rollover contributions and direct transfers from other qualified retirement plans)in accordance with the terms of this Article. Such contributions shall be in cash or in such other form that may be acceptable to the Trustee. The Trustee shall have no duty to determine or collect contributions under the Plan and shall have no responsibility for any property until it is received by the Trustee. The Company shall have the sole duty and responsibility for the determination of the accuracy or sufficiency of the contributions to be made under the Plan,the transmittal of the same to the Trustee and compliance with any statute, regulation or rule applicable to contributions. Section 2.03 Distributions. The Trustee shall make distributions out of the Trust Fund pursuant to instructions described in Article IV. The Trustee shall not have any responsibility or duty under this Article for determining that such are in accordance with the terms of the Plan and applicable law, including without limitation,the amount,timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. In making payments to service providers pursuant to instructions,the Plan Sponsor acknowledges that the Trustee is acting as a paying agent and not as the payor, for tax information reporting and withholding purposes. In the event that any dispute shall arise as to the persons to whom payment or delivery of any assets shall be made by the Trustee,the Trustee may withhold such payment or delivery until such dispute shall have been settled by the parties concerned or shall have been determined by a court of competent jurisdiction. Section 2.04 Records. The Trustee shall keep full and accurate accounts of all receipts, investments, disbursements and other transactions hereunder, including such specific records as may be agreed upon in writing between the Company and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by any authorized representative of the Company or the Plan Administrator. A Participant may examine only those individual account records pertaining directly to him. Section 2.05 Accounting. The Trustee shall file with the Plan Administrator a written account of the administration of the Trust Fund showing all transactions effected by the Trustee subsequent to the period covered by the last preceding account and all property held at its fair market value at the end of the accounting period. The Trustee shall use its best effort to file 3 such written account within ninety(90)days,but not later than one hundred twenty(120)days after the end of each Plan Year. Upon approval of such accounting by the Plan Administrator, neither the Company nor the Plan Administrator shall be entitled to any further accounting by the Trustee. The Plan Administrator may approve such accounting by written notice of approval delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the Trustee within six(6)months from the date on which the accounting is delivered to the Plan Administrator. Section 2.06 Participant Eligibility. The Trustee shall not be required to determine the facts concerning the eligibility of any Participant to participate in the Plan,the amount of benefits payable to any Participant or Beneficiary under the Plan,or the date or method of payment or disbursement. The Trustee shall be fully entitled to rely in good faith solely upon the written advice and directions of the Plan Administrator as to any such question of fact. Section 2.07 Indicia of Ownership. The Trustee shall not hold the indicia of ownership of any assets of the Trust Fund outside of the jurisdiction of the District Courts of the United States,unless in compliance with section 404(b)of ERISA and regulations thereunder. Section 2.08 Notice. The Trustee shall provide the Company with advance notice of any legal actions the Trustee may take with respect to the Plan and Trust and shall promptly notify the Company of any claim against the Plan and Trust. ARTICLE III GENERAL INVESTMENT POWERS Section 3.01. In General. In addition to all powers and authority under common law, statutory authority and other provisions of this Article,the Trustee shall have the following powers and authorities to be exercised in accordance with and subject to the provisions of Section 3.02 hereof: (a) Invest and reinvest the Trust Fund in any property, real,personal or mixed, wherever situated,and whether situated,and whether or not productive of income or consisting of wasting assets, including,without limitation,common and preferred stock,bonds,notes, debentures,options, mutual funds, leaseholds,mortgages (including without limitation,any collective or part interest in any bond and mortgage or note and mortgage),certificates of deposit,and oil,mineral or gas properties,royalties, interests or rights(including equipment pertaining thereto), without being limited to the classes of property in which trustees are authorized by law or any rule of court to invest trust funds and without regard to the proportion any such property may bear to the entire amount of the Trust Fund; (b) Hold property in nominee name, in bearer form,or in book entry form, in a clearinghouse corporation or in a depository,so long as the Trustee's records clearly indicate that the assets held are a part of the Trust Fund; (c) Collect income payable to and distributions due to the Trust Fund and sign on behalf of the Trust any declarations,affidavits,certificates of ownership and other documents 4 required to collect income and principal payments, including but not limited to, tax reclamations, rebates and other withheld amounts; (d) To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose of any securities or other property held by the Trustee. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition; (e) Pursuant to the terms of Article V, 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 reorganizations or other changes 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; (I) Take all action necessary to pay for authorized transactions or make authorized distributions, including exercising the power to borrow or raise moneys from any lender, upon such terms and conditions as are necessary to settle such transactions or distributions; (g) To keep such portion of the Trust Fund uninvested in cash or cash balances as the Trustee may, from time to time, deem to be in the best interests of the Plan, without liability for interest thereon; (h) To accept and retain for such time as the Trustee may deem advisable any securities or other property received or acquired as Trustee hereunder, whether or not such securities or other property would normally be purchased as investments hereunder; (i) To 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; (j) To settle,compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Trust Fund, to commence or defend suits or legal or administrative proceedings, and to represent the Plan and/or Trust Fund in all suits and legal and administrative proceedings; (k) To invest in Treasury Bills and other forms of United States government obligations; (I) Deposit cash in interest bearing accounts in the banking department of the Trustee or an affiliated banking organization; (m) To deposit monies in federally insured savings accounts or certificates of deposit in banks or savings and loan associations; 5 (n) Invest and reinvest all or any portion of the Trust Fund collectively with funds of other retirement plan trusts exempt from tax under Code section 501(a), including,without limitation,the power to invest collectively with such other funds through the medium of one or more common, collective or commingled trust funds which have been or may hereafter be operated by the Trustee,the instrument or instruments establishing such trust fund or funds,as amended from time to time, being made part of this Trust so long as any portion of the Trust Fund shall be invested through the medium thereof; (o) Sell,either at public or private sale,option to sell,mortgage, lease for a term of years less than or continuing beyond the possible date of the termination of the Trust created hereunder,partition or exchange any real property which may from time to time constitute a portion of the Trust Fund, for such prices and upon such terms as it may deem best,and to make, execute and deliver to the purchasers thereof good and sufficient deeds of conveyance therefor and all assignments,transfers and other legal instruments,either necessary or convenient for the passing of the title and ownership thereof to the purchaser, free and discharged of all trusts and without liability on the part of such purchasers to see to the proper application of the purchase price; (p) Repair,alter, improve or demolish any buildings which may be on any real estate forming part of the Trust Fund or to erect entirely new structures thereon; (q) Renew, extend or participate in the renewal or extension of any mortgage, upon such terms as may be deemed advisable,and to agree to a reduction in the rate of interest on any mortgage or to any other modification or change in the terms of any mortgage or of any guarantee pertaining thereto, in any manner and to any extent that may be deemed advisable for the protection of the Trust Fund or the preservation of the value of the investment;to waive any default,whether in the performance of any covenant or condition of any mortgage or in the performance of any guarantee,or to enforce any such default in such manner and to such extent as may be deemed advisable;to exercise and enforce any and all rights of foreclosure,to bid on property in foreclosure,to take a deed in lieu of foreclosure with or without paying a consideration therefor, and in connection therewith to release the obligation on the bond or note secured by the mortgage;and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect to any mortgage or guarantee; (r) Purchase any authorized investment at a premium or at a discount; (s) Establish,manage and administer a securities lending program on behalf of the Trust Fund,pursuant to which the Trustee shall have authority to cause any or all securities held in the Trust Fund to be lent to such one or more borrowers as the Trustee shall determine, in accordance with Prohibited Transaction Class Exemption 81-6. The Investment Fiduciary shall enter into a written agreement with the Trustee setting forth the terms and conditions of the Trustee's appointment, including without limitation the compensation to be paid to the Trustee for its services with respect to such securities lending program, in accordance with Prohibited Transaction Class Exemption 82-63; 6 (t) To purchase any annuity contract pursuant to Article 7 of the Plan; (u) To do all such acts and exercise all such rights and privileges,although not specifically mentioned herein,as the Trustee may deem necessary to carry out the purposes of the Plan. Section 3.02 Restrictions on Discretion of Trustee (a) Requirement for Preapproval. The powers granted the Trustee under Section 3.01 shall be exercised by the Trustee in its discretion insofar as such exercise does not contravene any written direction from the Investment Fiduciary. Any written direction of the Investment Fiduciary may be of a continuing nature,but may be revoked in writing by the Investment Fiduciary at any time. The Trustee shall comply with any direction as promptly as possible,provided it does not contravene the terms of the Plan or the provision of any applicable law. The Investment Fiduciary,by written direction,may require the Trustee to obtain written approval of the Investment Fiduciary before exercising such of its powers as may be specified in such direction. Any such direction may be of a continuing nature or otherwise and may be revoked in writing by the Investment Fiduciary at any time. The Trustee shall not be responsible for any loss that may result from the failure or refusal of the Investment Fiduciary to give any such required approval. (b) Prohibited Transactions. The Trustee shall not engage in any prohibited transaction within the meaning of the Code and ERISA. (c) Legal Actions. The Trustee is authorized to execute all necessary receipts and releases and shall be under the duty to make efforts to collect such sums as may appear to be due (except contributions hereunder);provided,however,that the Trustee shall not be required to institute suit or maintain any litigation to collect the proceeds of any asset unless it has been indemnified to its satisfaction for counsel fees,costs,disbursements and all other expenses and liabilities to which it may in its judgment be subjected by such action. Notwithstanding anything to the contrary herein contained,the Trustee is authorized to compromise and adjust claims arising out of any asset held in the Trust Fund upon such terms and conditions as the Trustee may deem just,and the action so taken by the Trustee shall be binding and conclusive upon all persons interested in the Trust Fund. Section 3.03 Retention of Advisors. The Trustee, with the consent of the Investment Fiduciary, may retain the services of investment advisors to invest and reinvest the assets of the Trust Fund,as well as employ such legal, actuarial,medical,accounting, clerical and other assistance as may be required in carrying out the provisions of the Plan. The Trustee may also appoint custodians,subcustodians or subtrustees as to part or all of the Trust Fund. ARTICLE IV INSTRUCTIONS Section 4.01 Reliance on Instructions. Whenever the Trustee is permitted or required to act upon the directions or instructions of the Investment Fiduciary, Plan Administrator or 7 Company,the Trustee shall be entitled to act in good faith upon any written communication signed by any person or agent designated to act as or on behalf of the Investment Fiduciary,Plan Administrator or Company. Such person or agent shall be so designated either under the provisions of the Plan or in writing by the Company and their authority shall continue until revoked in writing. The Trustee shall incur no liability for failure to act in good faith on such person's or agent's instructions or orders without written communication,and the Trustee shall be fully protected in all actions taken in good faith in reliance upon any instructions,directions, certifications and communications believed to be genuine and to have been signed or communicated by the proper person. Section 4.02 Designation of Agent. The Company shall notify the Trustee in writing as to the appointment,removal or resignation of any person designated to act as or on behalf of the Investment Fiduciary, Plan Administrator or Company. After such notification,the Trustee shall be fully protected in acting in good faith upon the directions of,or dealing with,any person designated to act as or on behalf of the Investment Fiduciary, Plan Administrator or Company until it receives notice to the contrary. The Trustee shall have no duty to inquire into the qualifications of any person designated to act as or on behalf of the Investment Fiduciary,Plan Administrator or Company. Section 4.03 Payment of Benefits. The Trustee shall pay benefits and expenses from the Trust Fund only upon the written direction of the Plan Administrator. The Trustee shall be fully entitled to rely in good faith on such directions furnished by the Plan Administrator,and shall be under no duty to ascertain whether the directions are in accordance with the provisions of the flan. ARTICLE V INVESTMENT OF THE FUND Section 5.01 Investment Funds. The Investment Fiduciary shall have the exclusive authority and discretion to select the Investment Funds available for investment under the Plan. In making such selection,the Investment Fiduciary shall use the care,skill,prudence and diligence under the circumstances then prevailing that a prudent person acting 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. Subject to the first sentence of Section 5.02 below,the available investments under the Plan shall be sufficiently diversified so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so. The Investment Fiduciary shall notify the Trustee in writing of the selection of the Investment Funds currently available for investment under the Plan,and any changes thereto. Section 5.02 Participant Self-Direction. To the extent permitted by the Plan Administrator pursuant to the terms of the Plan,each Participant shall have the right, in accordance with the provisions of the Plan,to direct the investment by the Trustee of all amounts allocated to the separate accounts of the Participant under the Plan among any one or more of the available Investment Funds;provided, however,that during any transition period as may be agreed by the Investment Fiduciary and the Trustee,the Investment Fiduciary may direct the investment by the Trustee into the Investment Funds available during such period with respect to 8 which individual Participant's directions shall not have been made or shall not have been permitted to be made under the Plan. All investment directions by Participants shall be timely furnished to the Trustee by the Plan Administrator,except to the extent such directions are transmitted telephonically or otherwise by Participants directly to the Trustee or its delegate in accordance with rules and procedures established and approved by the Plan Administrator and communicated to the Trustee. In making any investment of the assets of the Fund,the Trustee shall be fully entitled to rely on such directions furnished to it by the Plan Administrator or by Participants in accordance with the Plan Administrator's approved rules and procedures,and shall be under no duty to make any inquiry or investigation with respect thereto. If the Trustee receives any contribution under the Plan that is not accompanied by instructions directing its investment,the Trustee shall immediately notify the Plan Administrator of that fact,and the Trustee may, in its discretion, hold all or a portion of the contribution uninvested without liability for loss of income or appreciation pending receipt of proper investment directions. Section 5.03 Investment Managers. (a) Appointment of Investment Managers. The Investment Fiduciary may appoint one or more Investment Managers with respect to some or all of the assets of the Trust Fund as contemplated by section 402(c)(3)of ERISA. Any such Investment Manager shall acknowledge to the Investment Fiduciary in writing that it accepts such appointment and that it is an ERISA fiduciary with respect to the Plan and the Trust Fund. The Investment Fiduciary shall provide the Trustee with a copy of the written agreement(and any amendments thereto)between the Investment Fiduciary and the Investment Manager. By notifying the Trustee of the appointment of an Investment Manager,the Investment Fiduciary shall be deemed to certify that such Investment Manager meets the requirements of section 3(38)of ERISA. The authority of the Investment Manager shall continue until the Investment Fiduciary rescinds the appointment or the Investment Manager has resigned. (b) Separation of Duties. The assets with respect to which a particular Investment Manager has been appointed shall be specified by the Investment Fiduciary and shall be segregated in a separate account for the Investment Manager(the "Separate Account")and the Investment Manager shall have the power to direct the Trustee in every aspect of the investment of the assets of the Separate Account. The Trustee shall not be liable for the acts or omissions of an Investment Manager and shall have no liability or responsibility for acting pursuant to the direction of,or failing to act in the absence of,any direction from an Investment Manager, unless the Trustee knows that by such action or failure to act it would be itself committing a breach of fiduciary duty or participating in a breach of fiduciary duty by such Investment Manager, it being the intention of the parties that each party shall have the full protection of section 405(d)of ERISA. Section 5.04 Proxies. (a) Delivery of Information. The Trustee shall deliver,or cause to be delivered,to the Company or Plan Administrator all notices,prospectuses, financial statements,proxies and proxy soliciting materials received by the Trustee relating to securities held by the Trust or, if 9 applicable,deliver these materials to the appropriate Participant or the Beneficiary of a deceased Participant. (b) Voting.The Trustee shall not vote any securities held by the Trust except in accordance with the written instructions of the Company,the Investment Fiduciary, Participant or the Beneficiary of the Participant, if the Participant is deceased. However,the Trustee may, in the absence of instructions,vote "present" for the sole purpose of allowing such shares to be counted for establishment of a quorum at a shareholders'meeting. The Trustee shall have no duty to solicit instructions from Participants, Beneficiaries,the Investment Fiduciary or the Company. (c) Investment Manager. To the extent not delegated to Participants pursuant to Section 5.02,the Investment Manager shall be responsible for making any proxy voting or tender offer decisions with respect to securities held in the Separate Account and the Investment Manager shall maintain a record of the reasons for the manner in which it voted proxies or responded to tender offers. ARTICLE VI COMPENSATION AND INDEMNIFICATION Section 6.01 Compensation. The Trustee shall be entitled to reasonable compensation for its services as is mutually agreed upon with the Company. If approved by the Plan Administrator,the Trustee shall also be entitled to reimbursement for all direct expenses properly and actually incurred on behalf of the Plan. Such compensation or reimbursement shall be paid to the Trustee out of the Trust Fund unless paid directly by the Company. Section 6.02 Indemnification. The Company shall indemnify and hold harmless the Trustee from all claims, liabilities, losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by the Trustee in connection with its duties hereunder to the extent not covered by insurance,except when the same is due to the Trustee's own gross negligence, willful misconduct, lack of good faith,or breach of its fiduciary duties under this Plan or ERISA. ARTICLE VII RESIGNATION AND REMOVAL Section 7.01 Resignation. The Trustee may resign at any time by written notice to the Plan Administrator which shall be effective 60 days after delivery unless prior thereto a successor Trustee assumes the responsibilities of Trustee hereunder. Section 7.02 Removal. The Trustee may be removed by the Company at any time. Section 7.03 Successor Trustee. The appointment of a successor Trustee hereunder shall be accomplished by and shall take effect upon the delivery to the resigning or removed Trustee,as the case may be,of written notice of the Company appointing such successor Trustee, and an acceptance in writing of the office of successor Trustee hereunder executed by the successor so appointed. Any successor Trustee may be either a corporation authorized and 10 empowered to exercise trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee shall relate to each successor Trustee so appointed with the same force and effect as if such successor Trustee had been originally named herein as the Trustee hereunder. If within 45 days after notice of resignation shall have been given under the provisions of this Article a successor Trustee shall not have been appointed,the resigning Trustee or the Plan Sponsor may apply to any court of competent jurisdiction for the appointment of a successor Trustee. Section 7.04 Transfer of Trust Fund. Upon the appointment of a successor Trustee,the resigning or removed Trustee shall transfer and deliver the Trust Fund to such successor Trustee, after reserving such reasonable amount as it shall deem necessary to provide for its expenses in the settlement of its account,the amount of any compensation due to it and any sums chargeable against the Trust Fund for which it may be liable. If the sums so reserved are not sufficient for such purposes,the resigning or removed Trustee shall be entitled to reimbursement for any deficiency from the Plan Sponsor. ARTICLE VIII AMENDMENT AND TERMINATION OF THE TRUST AND THE PLAN Section 8.01 Amendment and Termination of Agreement. The Company may, by delivery to the Trustee of an instrument in writing,amend,terminate or partially terminate this Agreement at any time;provided,however,that no amendment shall increase the duties or liabilities of the Trustee without the Trustee's consent;and,provided further,that no amendment shall divert any part of the Trust Fund to any purpose other than providing benefits to Participants and their Beneficiaries or defraying reasonable expenses of administering the Plan. Section 8.02 Plan Termination. Should the Plan be subject to the jurisdiction of the Pension Benefit Guaranty Corporation("PBGC")as provided under ERISA,and should the Trustee receive written notice of the termination of the Plan,the Trustee shall take no action until it has received notice from the Company that the PBGC has been notified of the termination and has not notified the Company of its disapproval, in accordance with its regulations. Thereafter, the Trustee shall distribute all assets then constituting the Trust Fund, less any fees and expenses payable from the Trust Fund,pursuant to instructions from the Plan Administrator. The Trustee shall be entitled to assume that such distributions are in full compliance with and not in violation of the terms of the Plan or any applicable law. ARTICLE IX ADDITIONAL PROVISIONS Section 9.01 Assignment or Alienation. Except as may be provided by the Plan,the Trust Fund shall not be subject to any form of attachment,garnishment, sequestration or other actions of collection afforded creditors of the Company, Participants or Beneficiaries under the Plan. The Trustee shall not recognize any assignment or alienation of benefits unless an instruction is received from the Plan Administrator. 11 Section 9.02 Plan Definitions. Unless the context of this Agreement clearly indicates otherwise,the terms defined in the Plan shall,when used herein, have the same meaning as in the Plan. Section 9.03 No Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only the parties hereto,their respective successors and assigns,and Participants and their Beneficiaries under the Plan. There are no other third party beneficiaries. Nothing contained in this Agreement or in the Plan shall require the Company or an affiliate to retain any employee in its service. Section 9.04 Plan Document. The Trustee hereby acknowledges receipt of a copy of the Plan. The Company will cause a copy of any amendment to the Plan to be delivered to the Trustee. Section 9.05 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the state of state of organization of the Plan Sponsor to the extent not preempted by Federal law. Section 9.06 Successors and Assigns. Neither the Company nor the Trustee may assign this Agreement without the prior written consent of the other. This Agreement shall be binding upon,and inure to the benefit of,the Company and the Trustee and their respective successors and permitted assigns. Section 9.07 Severability of Provisions. If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof,and the Agreement shall be construed and enforced as if such provisions had not been included. Section 9.08 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Agreement,and shall not be employed in the construction of the Agreement. Section 9.09 Gender and Number. Except where otherwise clearly indicated by context,the masculine and the neuter shall include the feminine and the neuter,the singular shall include the plural, and vice-versa. Section 9.10 Representations. The Company and the Trustee hereby each represent and warrant to the other that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind the Company or the Trustee to this Agreement. Section 9.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original,and said counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by one counterpart. 12 IN WITNESS WHEREOF,the parties have caused this Trust to be executed this day of ,2024. CITY OF ELGIN: Signature: Print Name: Title/Position: TRUSTEE: Its: 13