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Ord 128-83 9/27/1983 • ORDINANCE NO. g1-45 AN ORDINANCE ESTABLISHING AN EMPLOYEE BENEFIT TRUST FUND, APPOINTING THE TRUST COMMITTEE, AND AUTHORIZING THE TRUST COMMITTEE TO UTILIZE CITY RE- SOURCES IN CONDUCTING THE BUSINESS OF THE TRUST WHEREAS, the City of Wichita Falls has determined that certain benefits will be provided to employees; and WHEREAS, it is to the benefit of the City to self-fund various employee medical and dental benefits ; and WHEREAS, in order to self-fund such programs, a trust fund must be established for a variety of legal and administrative purposes. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS: SECTION 1 . "Employee Benefit Trust" Created. That certain agreement and declaration of trust, a copy of which is attached and made a part hereto, establishing an "Employee Benefit Trust" for the City of Wichita Falls is hereby approved, and the members of the Trust Committee, herein- after appointed, are authorized to execute the same for the City of Wichita Falls. SECTION 2. Appointment of Trustees . The City Manager, Chief Accounting Officer, City Attorney, and Personnel Officer are hereby appointed as Trustees and shall be known as the Trust Committee. SECTION 3. Trust Committee Authorized to Utilize City Resources . Each Trustee and the Trust Committee as a whole is hereby authorized to utilize City resources in conducting the business of the employee benefit trust. The Trust Committee may establish reasonable fees to be paid to the City of Wichita Falls for the use of such resources . SECTION 4. The fact that this trust must be established immediately and that it is essential to insure that adequate benefits are provided to employees of the City and their dependents creates an emergency. Therefore, this ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this 27th day of September, 1983. A OR ATTEST: Ci y Cler • r AGREEMENT AND DECLARATION OF TRUST THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of ��' / /9/3 , between CITY OF WICHITA FALLS a municipal corporation hereinafter referred to as the "City" , and the Employee Benefit Trust Committee, hereinafter sometimes referred to as the "Trust Committee" , acting as Trustees to administer the Employee Bene- fit Trust in accordance with the terms and provisions of this instrument. WITNESSETH WHEREAS, the City and certain employees of the City, hereinafter designated and referred to as "Employees" , desire to enter into a volun- tary program of providing and maintaining health and welfare benefits for employees of the City and certain members of their families, which pro- gram is to be administered by the Trust Committee; and WHEREAS, to effect the aforesaid purpose it is •mutually desirable by and between the parties hereto to declare and create a Trust under which shall be established and maintained a Trust Fund for the purposes and in the manner more particularly set forth herein; and WHEREAS, the Trustees and City wish to accept this Agreement and Declaration of Trust, hereinafter referred to as "this Agreement" , and agree to be bound by the provisions hereof shall be deemed - parties to this Agreement; NOW, THEREFORE, in consideration of the promises, covenants, agree- ments, terms, obligations and duties herein set forth, it is understood and agreed as follows: ARTICLE I DEFINITIONS It is mutually understood and agreed by and between the parties to - this Agreement that the following are and shall be the definitions : 1.1 The term "Agreement" shall mean and refer to this Agreement and Declaration of Trust and any modifications or amendments thereto. Y.- -.- 1.2 The term "Code" shall mean the Internal Revenue Code of 1954, as amended, together with any valid regulation promulgated under a particular action of the Code to which reference is made in this Agreement. 1. 3 The term "City" shall mean CITY OF WICHITA FALLS, a municipal corporation organized and existing under the laws of the State of Texas. 1.4 The term "City Contributions" shall mean the contributions made by the City to the Fund for the health and welfare Program. ', ' -- • 1. 5 The term "Employee" shall mean all persons who have been employ- . _ . ed by the City on a regular basis and who work an average of 40 hours per week, and who are not eligible for benefits • under any other health and welfare program to which the City make contributions, and who voluntarily authorize the City to deduct from his her paychecks the amount of Employee contribution, if any, as determined by the Trust Committee. 1. 6 The term "Employee Contribution" shall mean the voluntary contri- butions made by employees of the City to the Fund. 1. 7 The term "Fund" shall mean the trust fund created by this Agree- ment, and shall mean generally the monies, property, contracts, or things of value, tangible or intangible, received and held by the Trustees, in trust, for the uses and purposes set forth in and pursuant to this Agreement, and those things of value which com- prise the corpus and additions to the Fund. 1. 8 The term "Health & Welfare Program" shall mean the program of benefits to be established by the Trustees pursuant to this Agree- ment. 1. 9 The name of this Trust is and shall be Employee Benefit Trust. 1.10 "Trust Committee" shall mean all the Trustees of the Trust . acting as a group or body. 1.11 The term "Trustees" shall mean the Trustees and their successors provided for in this Agreement. ARTICLE II PURPOSE OF TRUST AND APPLICATION OF THE FUND 2.1 FUND: There is hereby declared and created the Employee Benefit Trust for the purpose of establishing the Fund to provide benefits under the Health & Welfare Program, which benefits may include, as determined by the Trust Committee, life, accidental death and dis- memberment, short-term and/or long-term disability, basic or major medical, dental, or other sick or accident benefits, and any other benefits as determined by the Trustee Committee, provided that such other benefits are permissible under Section 501(c) ( 9 ) of the Code for employees and their dependent families ; whether through self- funded or insured programs or both. The Trustees shall have the power to enter into contracts, procure insurance policies, or pro- vide such benefits by self-funding out of the Fund as may be nec- essary to place into effect and maintain the desired Health & Wel- fare Program. 2. 2 PRINCIPAL OFFICE: The Trust shall have its principal office in the City of Wichita Falls, County of Wichita, State of Texas, here- inafter designated and referred to as the Principal Office. ARTICLE III .w. POWERS AND DUTIES OF TRUSTEES . - - 3. 1 TRUSTEES: The City hereby appoints and designates : City Manager, Chief Accounting Officer, City Attorney and Personnel Officer as Trustees, and they, together with their successors appointed as • I • • hereinafter provided, shall be known as the Trust Committee. 3. 2 ACCEPTANCE: The Trustees named in Section 3 . 1, by signing their signatures to this Agreement, accept the Trust, agree to serve as Trustees, and declare that they will receive and hold the Fund established by this Trust Agreement for the uses and purposes and in accordance with the provisions of this Agreement and none other. The Trustees shall faithfully keep and hold and keep adequate and proper records of any and all monies they receive as Trustees for the purposes of the Trust. 3. 3 POWERS: The Trust Committee shall have all right, power and author- ity over the general supervision of the operation of the Fund and shall conduct the business and activities of the fund. 3. 4 DUTIES: The Trust Committee shall hold, manage, care for and keep the Fund, collect the income and increments thereof , and shall keep and maintain adequate records in order to render an annual audit, accounting and reports as and to the extent required by applicable law or requested by the City. The Trust Committee does and shall have all right, power and authority to employ or hire such agents, attorneys, accountants, actuaries, employees or other persons, and to lease premises and equipment as in the opinion of the Trustees may be necessary or desirable in administering the Fund and carrying out its purposes, and the fees, salaries, wages, emoluments, compensation or rentals due to any and all such persons shall be paid from the Fund, except to the extent that such expenses are paid by the City. The Trustees may consult.. with legal counsel for the Trust, who may be counsel to the City, and shall be entitled to rely upon the advice rendered by such counsel, and shall be re- lieved of all responsibility for acts done or not done in reliance upon such advice, except as otherwise provided by ERISA. The Trust Committee may pay from the Fund any and all taxes of whatsoever nature the Fund is or may be obligated to pay, and shall also have expenses for supplies, rental incur an ex en PP the power and authority to in any P of space or other items or anything else believed to be necessary or desirable in administering the Fund and carrying out the objects and purposes of this Agreement. Nothing contained in this Agreement is intended to and does not limit in any way the powers of the Trust Committee, it being the intent of this Agreement that the Trustees shall have all right, power and authority to do all those things . .which, in the opinion of the Trust Committee, may be necessary or desirable for the administration and operation and in order to accomplish the objects and purposes of the Fund and this Agreement. 3. 5 BENEFIT PAYMENT: The Trust Committee, in carrying outurposes of this Agreement, shall have the power and right to provide benefits permitted under Section 2 . 1 of this Agreement by means of direct or self-funding by the Fund and/or by the procurement of group insurance contracts (permissible under the laws of the State of Texas) , including group insurance contracts issued to and in the name of the City or the Trust, together with such other forms on contracts issued by and in the name of the City or the Trust, issued by qualified insurance authoriz- ed to do business in the State of Texas as may be selected by the Trust Committee for the purpose of providing for all or part of the benefits provided under this Agreement. The Trust Committee -3- • is hereby expressly authorized to pay to any insurance company that may be selected by the Trust Committee the required insurance premiums in connection with such group insurance contracts issued to the Trust or City. The decision as to whether or not benefits shall be provided by means of direct or self-funding and/or by the procurement of group insurance, shall be made at the sole and ex- clusive discretion of the Trust Committee. Should the Trust Com- mittee determine that the benefits under this Agreement shall be provided through a policy or program of self-funding and charges other persons, acting as agents of the Trust, with the responsi- bility for administering such policy or program, then no claims for benefits or liabilities shall be brought against the Trust Committee and/or the City. The sole and exclusive liability of the Trustees in the management and operation of any such policy or program of self-funding shall be limited to due care in the selec- tion of administrators, claims representatives , actuaries, or other persons charged with the administration of any such policy or pro- gram. 3. 6 BENEFITS TO BE PROVIDED: The Trustees may, subject to their dis- cretion and the continuing right to change, provide for the bene- ficaries of the Trust, any or all of the forms of employee benefits described in Section 2. 1 of this Agreement, and all such benefits as are selected by the Trust Committee shall together constitute the Health & Welfare'" Program. The benefits provided under this Agreement from time to time shall be identified in a Schedule of Benefits that shall be attached to this Agreement and may be mod- - ified by the Trust Committee at any time and from time to time. 3. 7 ELIGIBILITY: Any person who has satisfied the 'eligibility require- ments as set forth in this Section 3. 7 shall be eligible for benefit under this Trust: A person shall be eligible if he: 1. is an Employee of the City; or a dependent of an Employee; 2. is a retired or disabled Employee, or a dependent of a retired, deceased or disabled Employee; and 3. voluntarily signs an enrollment card for participation in the Trust, authorizing payroll deductions, if required by the Trustees, and agrees to furnish the information required by the Trustees, and to otherwise comply with the provisions of this Agreement and the rules and regu- lations governing the Health & Welfare Program; or 4. satisfies such other eligibility requirements as may be established by the Trust Committee, provided that such requirements are permissible under Section 50l(c) ( 9 ) of the Code. Disputes concerning eligibility shall be re- solved by the Trust Committee, and its decision shall be conclusive and binding upon all parties interested in the Fund. 3. 8 EMPLOYEE BOOKLET: The benefits to be provided under this Agree- - ment, whether by self-funding or insurance contract, shall be set - forth in an Employee Booklet, which shall also explain the eligi- bility rules for coverage for Employees and dependents. -4- • 3 . 9 DEPOSITS AND INVESTMENTS : All assets of the Fund not expended under this Article III may be deposited by the Trustees , in the name of the Trust, in such depository or depositories as the • Trustees shall from time to time select, and any such deposits need not carry or bear interest, provided that, to the maximum extent feasible from time to time, such deposits shall be so invested as to be productive of income but sufficiently liquid to meet the cash requirements of the Fund. The Trust Committee is empowered to receive for the benefit of the Fund such interest as might accrue on such deposits . The Trustees may accumulate divi- dends , experience rating refunds or other monies, if any, accruing from any insurance policy or policies , deposits or other invest- ments of the Fund. Such dividends, refunds or other monies, and all of them, shall be held in the Fund, applied to the payment of self-funded claims, the payment of insurance premiums, or held, used or applied as set forth in this Agreement. The Trustees shall not in any manner be limited by or required to follow the statutory common-law investment rules , including, but not limited to, any prudent man investment rules, of any state nor any other rule or rules whatsoever, except as expressly set forth in this Agreement or as required by ERISA or, to the extent not preempted by ERISA, or the laws of the State of Texas. . 3. 10 COMPENSATION:The Trustees shall receive no compensation for their services rendered under this Agreement nor reimbursement for expense, incurred other than their regular salaries and expenses paid by the City. [Expense -reimbursement by Fund is allowable under ERISA Section 408 (c) ] 3. 11 CHAIRMAN AND RECORDING SECRETARY: The Trustees shall elect from among themselves at their first meeting a Chairman of the Trust Committee who shall preside at all meetings of the Trustees and who shall be empowered to perform ministerial duties of the Trust Committee as the Trust Committee may from time to time delegate to him. The Chairman shall appoint a Recording Secretary who shall keep minutes of all meetings, proceedings, and acts of the Trust Committee, which records shall be available at the Principal Office for inspection by all the Trustees and interested persons during usual business hours. Such records and minutes need not be verbatim The Recording Secretary need not be a Trustee. 3.12 FISCAL YEAR: The accounting year of the Fund shall be a period of twelve (12 ) months commencing on October 1, 1983 , and ending on September 30, 1984 , of the following year and similarly each and every year thereafter. Any report by applicable law, shall be made by the Trust Committee. 3. 13 MEETINGS: The Trustees shall hold a regular meeting as soon as practicable after being appointed and regular meetings shall be held periodically at least once each year after the first regular meeting. The Trust Committee shall determine the time and place of the regular meeting of the Trust Committee. Special meetings of the Trust Committee may be called by the Chairman. At least seven ( 7 ) days written notice designating the time and place of the annual, regular or any special meeting shall be given to the Trustees. An emergency meeting can be called with a twenty-four ( 24 ) hour notice. Any meeting at which all Trustees are present in -5- person, or concerning which all Trustees have waived notice in writing, shall be a valid meeting without the giving of any notice. 3. 14 ALTERNATE: Any Trustee, or any other person duly authorized in writing by an absent Trustee, may cast a vote on behalf of such absent Trustee. Any such authorization must be given for each meeting. 3.15 VOTING: To constitute a quorum at any regular or special meeting of the Trust Committee, there must be present in person or by proxy at least two ( 2 ) Trustees. 3. 16 MEETING PLACE: All meetings of the Trust Committee shall be held at the Principal Office unless another place is designated from time to time by the Trust Committee. 3.17 RULES & REGULATIONS: The Trust Committee shall have the power at any regular or special meeting to adopt rules and regulations for the administration of the Fund and/or Trust, and for the conduct of the affairs of the Trust Committee, which rules and regulations shall be consistent with the provisions of this Agreement, and such rules and regulations shall be binding upon all persons dealing wits the Fund and upon any and all persons claiming any benefits under this Agreement. 3.18 BONDS: The Trust Committee shall procure fidelity bonds for each Trustee and other persons authorized to receive, handle, deal with or draw upon the monies in the Fund for any purpose whatsoever, said bonds to be in such reasonable amount to reasonably aid in reimburs- . ing bondable loss of money, and in any event shall satisfy the re- quirements of Section 412 of ERISA. Such bonds shall be obtained from such reputable fidelity or surety company or companies as the Truste Committee shall determine. If convenient and in conformity with applicable law, such bonds may be position bonds. The cost of the premiums on such bonds may be paid out of the corpus or income of the Fund. If any fidelity or surety company refuses to bond or write a bond for any Trustee or other person, such Trustee of other person shall not serve or be employed by the Trust and shall resign his/her position as Trustee. 3.19 OTHER PERSONS AND INTERPRETATIONS : No person who deals with the Trust Committee shall be obligated to see to the application of any monies or property of the Fund, to see that the terms of this Agreement have been complied with, or to inquire as to the necessity or expediency of any act of the Trustees. Every instrument execut- ed by the Trust Committee or at its direction shall be conclusive in favor of every person who in good faith relies upon it, as indicating that (a ) at the time of delivery of the instrument this Agreement was in full force and effect, (b) the instrument was executed in accordance with the terms and conditions of this Agree- ment, and (c) the Trust Committee was duly authorized to execute the instrument or direct its execution. 3. 20 SUCCESSOR: All Trustees and their successors from time to time act- ing under this Agreement shall have all the rights, powers and duties of the original Trustees named in this Agreement, and any insurance company or companies that have issued currently effective -6- • insurance policies or contracts providing benefits under the Health & Welfare Program shall be immediately notified of the appointment of any successor. 3. 21 WITHDRAWALS: All checks, drafts, vouchers or other withdrawals from the Fund or depositories, and the transfer or liquidation of insurance policies or investments, shall first be authorized by the Trust Committee, except that checks for payment of claims for bene- fits that are self-funded by the Fund may be authorized by a rep- resentative of the service organization responsible for administer- ing the self-funded benefits . 3. 22 DISPUTES OVER EXERCISE OF POWERS : In the event of any disagreement between the Trust Committee and the service organization over the exercise of the powers granted in this Agreement the Trust Committee shall prevail, and the service organization shall have no liability to any person with respect to such act or omission in the event it shall give notice in writing of its dissent from such act to each member of the Trust Committee and to the City. ARTICLE IV TRUSTEES AND SUCCESSOR TRUSTEES 4.1 TRUSTEES: The Health & Welfare Program and Trust shall be administ- ered by a Trust Committee of four ( 4 ) Trustees. The Trust Committee shall consist of four ( 4) Trustees who may, but need not be, bene- ficiaries of the Health & Welfare Program, and/or officers or em- ployees of the City. Trustees shall be selected by the City and may resign or be removed at any time. An alternate Trustee may be appointed, who shall serve in the absence of any regular Trustee. In the event of the removal, resignation, legal disability, or death of any Trustee, the City shall designate a successor to such Trustee who upon acceptance of his appointment in writing, shall succeed to the legal interest of the predecessor member of the Trust Committee and have the same powers and duties. 4.2 SUCCESSOR: No successor Trustee shall be liable or responsible for any acts or defaults of any predecessor Co-Trustee, or for any losses or expenses resulting from or occasioned by anything done or neglected to be done in the administration of the Fund or Trust prior to the successor trustee' s appointment as Trustee, nor shall any successor Trustee be required to inquire into or take any notice of the prior administration of the Fund or Trust. A success- or Trustee is solely responsible for his actions as set forth in Article VIII. • ARTICLE V CONTRIBUTIONS TO THE FUND 5.1 CITY CONTRIBUTIONS : In order to effectuate the purposes of this Agreement the City and the Employers shall contribute to the Fund on a monthly, semi-annually or annually basis the amount determined by the Trust Committee to be necessary to pay for the benefits pro- vided under this Agreement. City and Employer contributions shall -7- be due and payable as of the first day of the month next follow- ing the month in which coverage is provided. 5. 2 COMPANY CONTRIBUTIONS ARE NOT WAGES : City contributions to be ' paid into the Fund shall not constitute or be deemed wages due to employ- ees , nor shall such contributions in any manner be liable for or subject to the debts , contracts, or liabilities of the City or the Employers ; and neither the City, any Employer, any employee, nor any beneficiary under the Health & Welfare Program shall have any right, title, or interest in the Fund, except as otherwise specific- ally provided for in this Agreement. 5 . 3 EMPLOYEE: Employees shall be required to contribute to the Fund the amount determined by the Trust Committee to be appropriate for the benefits to be provided under the Agreement. Employee contribu- tions shall be paid by payroll deductions. The City and Employers shall remit all monies obtained through payroll deductions in a lump sum to the Fund, at least once per month, or as otherwise determined by the Trust Committee. 5 . 4 PAYMENT IN LIEU OF BENEFITS:No Employee shall have any right to have any part of his own or City or Employer contributions paid to others than as benefits, provided for in the Health & Welfare Program. 5.5. PAYMENTS: All contributions shall be made payable in the name of the Trust, and shall be paid in the manner and form determined by the Trust Committee. 5. 6 REPORTS: The City shall make all reports required by the Trust Committee. The Trust Committee may at any time cause an audit to be made by an independent certified public accountant of the wage records of the City in connection with their contributions and/or reports . 5 . 7 . IRREVOCABILITY OF CONTRIBUTIONS: Subject to the provisions of Article XII governing the termination of this Agreement, all contributions to the Fund shall be irrevocable, and under no cir- cumstances shall any monies properly paid into the Fund, or any . part of the Fund, including any increments to the Fund arising from its investments, be recoverable by or payable to the City, or any Employee, nor shall any of the same be used for or diverted to purposes other than for the exclusive benefit of employees and beneficiaries under this Agreement. Provided, however, that recovery of monies paid by mistake of fact and covered under Sec- tion 403 (c) ( 1) and ( 2 ) (A) of ERISA are permissible. ARTICLE VI PAYMENT OF BENEFITS 6. 1 METHOD OF: The Trust Committee shall arrange for the disburse- ment of benefits under the Health & Welfare Program through a service organization selected by the Trust Committee. -8- 6 . 2 PROTECTION OF EMPLOYEES : Prior to payment to an Employee or his beneficiary, all assets of the Trust shall be held in trust by the Trustees in accordance with this Agreement and shall not be liable in any way for any debt or obligation of the City, Employee or beneficiary. To the extent permitted by law, all Health & Welfare benefits shall be exempt from attachment, garnishment, levy of execution, bankruptcy proceedings, or other legal process at any time, subject to the Trustees ' possession and control; and any attempt to cause the same is and shall be null and void, but in any event all assets of the Trust shall be subject to such process only to the extent of an Employee' s or beneficiary' s benefits under this Agreement and only as they become due. 6. 3 CLAIM TO BENEFITS : No Employee or other beneficiary shall have any right or claim to benefits under the Health & Welfare Plan except as specified in any policy, contract or program of self- funded benefits procured, entered into by the Trust Committee or adopted pursuant to Articles II and III. Any disputes as to eligi- bility, time, amount, or duration of benefits shall be resolved by the appropriate insurance carrier or service organization, under and pursuant to such policy, contract or program; and no Employee or beneficiary shall have any right or claim with respect thereto, against the Fund or Trustees, except in accordance with the in- - surance carrier ' s or Service organization' s resolution of any such dispute. • 6. 4 FAILURE TO PAY BENEFITS: Neither the City nor any of the Trustees shall be liable for the failure or omission, for any reason to pay any benefits under the Health & Welfare Plan. If for any reason, including, but not limited to epidemics, catastrophies, or normal depletion, the Trustees determine that the Fund is insufficient to pay the current claims , the amount of benefits payable to an eligibl Employee, dependent person or beneficiary shall, in all events, be limited to the extent that the Fund is sufficient for the payment of all sucn claims proportionately; and, in such event, benefit pay- ments to such eligible Employees, dependents or beneficiaries shall be prorated so that all such claims shall be paid proportionate to the ratio that such total claims bear to the funds that are availabl for such payment. If any controversy or dispute exists concerning such matters, all disputes or controversies shall be settled by the dispute provision contained in Article VII . ARTICLE VII CONTROVERSIES AND DISPUTES 7. 1 DISPUTES: The Trust Committee shall have the power to construe the provisions of this Agreement, and any construction adopted by • the Trust Committee in good faith shall be binding upon the City, Employees and beneficiaries , and their respective families, de- pendents, successors, assigns, executors, administrators, and/or legal representatives. The Trust Committee may in its sole dis- cretion compromise or settle any claim, liability or controversy in such manner as it thinks best, and any decision made by the Trust Committee in compromise or settlement of a claim or contra- - versy, and any compromise or settlement agreement entered into by • -9- the Trust Committee, shall be conclusive and binding upon all parties interested in this Fund. ARTICLE VIII 8 . 1 RESPONSIBILITIES : The Trustees shall only be responsible for monies when and only after they are received in accordance with this Agreement. Any Trustee or successor Trustee shall only be responsible for any liability arising from his gross negligence, bad faith or willful misconduct in handling the monies actually received by them and for the execution and administration of the terms of this Agreement. Trustees and successor Trustees shall not be responsible for the actions of their Co-Trustees or success- ors, for the actions of other members of the Trust Committee, for the actions of their or other agents, nor for any actions of any insurance company or service organization, or its respective agents, servants, or respresentatives , including, but not limited to, non- payment of claims by any insurance company or service organization for any reason. No Trustee or successor Trustee shall be entitled to any indemnification for court costs or attorney' s fees for any liability arising from his own willful misconduct, bad faith or gross negligence. ARTICLE IX AMENDMENTS 9.1 POWER TO AMEND: It is anticipated that in the administration of this Trust, conditions may arise that are not forseen at the time of execution of this Agreement, and it is the intention of each of the Trustees and the Trust Committee, and each and every party or person to this Agreement that the power of amendment which is herein granted be exercised in order to carry out the spirit, object and purposes of this Trust. Therefore, all parties to this Agreement hereby grant to the Trustees the general power to amend this Agree- ment, but only by unanimous agreement and consent of each and every Trustee at the time in office, and all parties -to the Trust and all persons claiming any interest hereunder under this Agreement are and shall be bound thereby. Any such amendment shall be signed by each Trustee or his successor Trustee, provided that the Trust Committee may modify the attached Schedule of Benefits by resolutions adopted in accordance with Article III. ARTICLE X NON-VESTING OF RIGHTS 10 . 1 RIGHTS: Neither any Employee, his family or dependents, any benefi- ciary, or any other person or group, nor their respective success- . ors, assigns or legal representatives shall have any right, title oz interest, vested or otherwise, in or to any assets of the Fund, what soever, or in or to the eligibility requirements for benefits as changed or altered , except to the extent otherwise specifically provided in this Agreement. Any participating Employee who with- draws or ceases to participate in the program does hereby and shall expressly waive and forfeit any right, title or interest in and to any assets of the Fund . Any benefits may be increased, decreased, diminished or abolished by amendment to this Agreement and/or the Schedule of Benefits. Neither any Employee, his family or dependent any beneficiary, or any other person or group, nor their respective successors, assigns or legal representatives shall have any right in or to any assets of the Fund or any benefits payable from the .Fund during the term of this Agreement. Any benefits such person may have shall be forever terminated and discharged upon termination of the Employee' s employment with the City or his Employer (in what- ever circumstances ) or when this Agreement is terminated or the Trust wound up and dissolved. No benefit right or interest of any such person shall be transferable or assignable by any Employee of other person to any other person or entity, except to physicians, hospitals and any other institutions furnishing medical services within the terms of this Agreement or the attached Schedule of Benefits. ARTICLE XI PROVISIONS RELATING TO INSURANCE COMPANY ' 11.1 INSURANCE: No insurance company which may issue any policies or contracts for the purpose of providing benefits under this Agree- ment shall be deemed to be a party to this Agreement nor shall it be responsible for the validity of this Agreement. This Agreement shall not in any manner be construed to be established for the benefit of any such .insurance company. So such insurance company shall be required to look into the terms of this Agreement or to question the authority of or action of the Trust Committee, or be responsible to verify that any action of the Trust Committee is authorized by the terms of this Agreement. ARTICLE XII TERMINATION OF TRUST 12.1 BY THE TRUSTEES : The Trust may be terminated at any time by an instrument in writing executed by all of the Trustees and delivered to the City. 12. 2 BY THE CITY: This Trust may be terminated by an instrument in writing duly executed by the City and delivered to the Trust Committee. 12. 3 NOTIFICATION OF TERMINATION: Upon termination of the Trust in accordance with this Article XII, the Trustees shall forthwith notify all Employees and all other necessary parties; and the Trustees shall continue as Trustees for the purpose of winding up the affairs of the Trust. 12. 4 CONTINUE UNTIL WOUND UP: Notwithstanding any provisions of this Agreement concerning the duration and termination of the Trust, the Trust shall continue in existence for so long a period as may be necessary to wind up it affairs. 12. 5 CONTINUED PAYMENT: Upon termination of the Trust, any and all monies remaining in the Fund, after the payment of all unpaid . claims and/or insurance premiums and other expenses and obligations -�- ;: -11- of the Trust, shall be paid or used for the continuance of one or more of the benefits described in Section 2 . 1 of this Agreement, until such monies have been exhausted; and in no event shall, not- withstanding any contrary provision of this Agreement, except as provided in Section 5 . 7 , any assets of the fund ever revert to the City. 12 . 6 FINAL: At such time as the Trust is terminated, the Trust Committee shall render a final accounting of the affairs of the Trust to the City, and thereafter there shall be no claim or action against the Trustees and they shall have no further responsibilities or duties and shall be discharged. ARTICLE XIII MISCELLANEOUS 13 . 1 LAWSUITS: In the event that any suit, action or proceeding is brought against the Trust, one or more of the Trustees, the Trust Committee, or the Fund, in connection with any matter arising out of the administration of the Fund or in connection with this Agree- ment or in connection ction with any action or omission of any one or more of the Trustees, or in the event any suit, action or proceeding is commenced by the Trustees, including, but not limited to, a request for a judicial settlement of their accounts, a suit for construction, a bill of interpleader, or any other matter relating to the Trust, the Trustees shall have the power and authority to employ counsel to represent them or one or more of them, in any such suit, action or proceeding, and the cost of defending any such suit, action or proceeding, including attorney' s fees and all other costs, shall be paid from the Fund, provided that the Trustees have acted in good faith and not with gross negligence, bad faith, or willful misconduct, it being the intent of the parties to indem- nify the Trustees against all honest mistakes in judgment and all acts or omissions that are not deliberate or willful violations of their duties. In addition, the Trust Committee shall have the right to commence and prosecute such suits, actions or proceedings as seem to them, in their sole discretion and judgment, necessary n to protect the interest of the Fund, and, in t and proper in order t p this connection, the Trustees shall have the same rights to reim- bursement for costs concerning the prosecution of such suits as heretofore described in defending lawsuits. 13. 2 WORKERS ' COMPENSATION: The employee benefit coverage contemplated by this Agreement shall not apply in any case which is compensable under Workers ' Compensation Laws, except as specifically provided for by the Trustees. 13 . 3 SITUS : The City of Wichita Falls, County of Wichita, State of Texas, shall be deemed the situs of the Fund created under this Agreement. All questions pertaining to validity, construction and administra- tion shall be determined in accordance with the laws of such state, except to the extent preempted by ERISA, and this Agreement shall be deemed, made, executed and delivered in such State. -12- . . 13 . 4 CONSTRUCTION: Wherever any words are used in this Agreement in the masculine gender, they shall be construed as though they were also in the feminine or neuter gender in all situations where they would so apply; wherever any words are used in this Agreement in the singular form, they shall be construed as though they were also used in the plural form in all situations where they would so apply; and wherever any words are used in this Agreement in the plural form, they shall be construed as though they were also used in the singular form in all situations where they would so apply. 13. 5 SEVERABILITY: Should any provision or term in this Agreement be deemed unlawful or invalid for any reason, such fact A t d or h eld to be unla w shall not adversely affect the other provisions of this Agreement, unless such illegality shall make impossible or impracticable the functioning of the Trust, and in such event the appropriate parties shall immediately adopt a new provision to take the place of the illegal or invalid provision. 13. 6 INTERNAL REVENUE: This Agreement is being entered into and the City' : contributions are being made upon the condition and understanding of the City that such contributions are not taxable to the Employee, dependent, persons or beneficiaries as compensation or otherwise. The parties hereto, individually and collectively, agree to take or cause to be taken.any and all steps that may be necessary or , advisable in order to obtain and maintain the .tax-exempt status of this Trust. If any provisions of this Trust Agreement are held to render contri- butions by the City taxable to Employees, or to- render income rece- ived by such the Trust subject to taxation, necessary steps to rem- edy such non-deductibility or taxability shall be taken immediately CAPTIONS It is understood and agreed that the captions and headings are for convenience only and are and shall not be a part of this Agree- ment and in no manner whatsoever define, limit or expand any of the terms obligations or conditions of this Agreement. IN WITNESS WHEREOF, the City, by its duly authorized officer and the Trustees have affixed their signatures to the foregoing Agreement and Declaration of Trust, on this First day of October , 1983 , at Municipal Auditorium, City of Wichita Falls , Wichita Falls, `exas . I CITY OF WICHITA FALLS TEXAS: i " , i - k., J I , _ - ��2<- �, (title) Al /LI ■Ami AAP, AP' Trustee , Trustee'''''' . . /4/ , / // . -""z77/7i6-.)-----':,, � / Trustee r , Trustee - -- -13- • gtOSIVED CITY c5LERKr' OFFICE' • --- f idavit of Publication ORDINANCE •. 125-83 - `^�1 L . A "� AN ORDINAN• • TE OF TEXAS APPROPRIATIONS'FOR THE SUPPORT, MAINTENANCE, COUNTY OF WICHITA BUILDINGS AND IMPROVE- . MENTS FOR THE CITY OF e) WICHITA FALLS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 1983,AND END- On 6 da of October n S ING SEPTEMBER 30, 1984, y BOTH DATES INCLUSIVE, ADOPTING THE BUDGET 1983 FIGURES AND ACCOUNTS A.D personally appeared before me,the undersigned authority AS PART OF SAID APPROP- RIATIONS, DECLARING AN EMERGENCY. Toni Belvedere bookkeeper ORDINANCE NO. 126-83 AN ORDINANCE MAKING AN APPROPRIATION FROM THE GENERAL REVENUE for the Times Publishing Company of Wichita Falls, publishers of the Wichita Falls SHARING FUND TO AC- COUNT NUMBERS. LISTED j Times, a newspaper published at Wichita Falls in Wichita County, Texas, and BELOW, AND DECLARING AN EMERGENCY. ORDINANCE NO. 127-83 upon being duly sworn by me,on oath states that the attached,advertisement is a true AN ORDINANCE LEVYING, ASSESSING AND FIXING ONE (1) THE TAX RATE FOR THE and correct co py of advertisin g published in issues USE AND SUPPORT OF THE MUNICIPAL GOVERNMENT ' thereof On the following dates: OF THE CITY OF WICHITA FALLS, TEXAS, AND PRO- VIDING FOR THE INTEREST AND SINKING FUND FOR Oct. 4 THE FISCAL YEAR 1983-84, AND APPROPRIATING EACH LEVY FOR THE • SPECIFIC PURPOSE AND PROVIDING FOR THE AS- ' SESSMENT OF ANNUAL OC- CUPATION TAXES PRO- Bookkeeper for Times Publishing Company VIDEO BY LAW, AND DEC- of Wichita Falls LARING AN EMERGENCY. ORDINANCE NO. 128-83 AN ORDINANCE ESTAB- LISHING AN EMPLOYEE Subscribed and sworn to before me this the day and year first above written. BENEFIT TRUST FUND,AP- POINTING THE TRUST COM- ✓ MITTEE, AND AUTHORIZ- ING THE TRUST COMMIT- j r TEE TO UTILIZE CITY RE- _ �' � SOURCES IN CONDUCTING >S•'9•JJ THE BUSINESS OF THE , TRUST. ORDINANCE NO. 129-83 ORDINANCE AMENDING SECTION 24-21 OF THE CODE OF ORDINANCES TO ESTAB- LISH THE POSITION OF POLICE MAJOR: AND IN- CREASE THE NUMBER OF POLICE CAPTAINS.