|
its delegate of a written instrument of such revocation and termination executed by the Employer.
<br />Upon such termination, disposition of the assets of the Trust Fund shall be governed by the terms
<br />of the Plan. The Employer agrees in writing with the Trustee to indemnify the Trust Fund for any
<br />taxes or other penalties which may be assessed against it as a result of such termination or
<br />agrees to provide a bond to secure payment of any such taxes or penalties.
<br />Section 13: Miscellaneous Provisions.
<br />(a) This Trust Agreement and the Trust hereby created shall be governed, construed, administered
<br />and regulated in all respects under the law of the United States and the State of California.
<br />(b) The titles of the Sections in this Trust Agreement are for convenience of reference only and in
<br />case of any conflict, the text of this instrument, rather than such titles, shall control.
<br />(c) In case any provisions of this Trust Agreement shall be held illegal or invalid for any reason, their
<br />illegality or invalidity shall not affect the remaining parts of this Trust Agreement, and this Trust
<br />Agreement shall be construed and enforced as if the illegal and invalid provisions had never been a
<br />part of the Trust Agreement.
<br />(d) This Trust Agreement may be executed in any number of counterparts, each of which shall be
<br />deemed an original. The counterparts shall constitute one and the same instrument and may be
<br />sufficiently evidenced by any one counterpart.
<br />(e) This Trust Agreement shall be binding upon the respective successors and assigns of the
<br />Employer and the Trustee.
<br />(f) Neither the gender nor the number (singular or plural) of any word shall be construed to exclude
<br />another gender or number when a different gender or number would be appropriate.
<br />(g) In the event of any conflict between provisions of the Plan and those of this Trust Agreement, this
<br />Trust Agreement shall prevail. Provisions in other documents, including but not limited to plan
<br />documents, group annuity contracts, and/or service agreements, that might otherwise reflect the
<br />powers, duties, and responsibilities of the Trustee, shall in no way supersede or replace any of
<br />the provisions contained in this Trust Agreement. This Trust Agreement shall constitute the entire
<br />agreement between the Employer/Plan Administrator and the Trustee.
<br />(h) Communications to the Trustee shall be sent to the Trustee's principal offices or such address as
<br />the Trustee may specify in writing. No communication shall be binding upon the Trustee until it is
<br />received by the Trustee or its delegate. Communications to the Employer shall be sent to the
<br />Employer's principal offices or such address as the Employer may specify in writing.
<br />(i) Insurance. Prudential shall at all times during the term of this Agreement, at its own cost and
<br />expense, carry and maintain commercially reasonable insurance coverage, including the
<br />insurance policies listed below.
<br />• Worker's Compensation and Employer's Liability insurance, with statutory limits for workers'
<br />compensation and Employers Liability limits of $1,000,000 per accident.
<br />• Commercial General Liability insurance, insuring against claims for bodily injury, property
<br />damage, completed operations and contractual liability with a limit of $1,000,000 per occurrence
<br />and $2,000,000 in the aggregate.
<br />• Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles used
<br />in the performance of this Agreement with a combined single limit of $1,000,000.
<br />• Casualty Umbrella or Excess Liability follow -form insurance in the amount of $5,000,000.
<br />• Professional Liability or Errors & Omissions insurance with limits of at least $5,000,000 each
<br />claim or wrongful act with a $250,000,000 deductible.
<br />• Fidelity Bond or Comprehensive Crime insurance covering employee dishonesty with limits of
<br />at least $5,000,000 each claim with a $250,000,000 deductible.
<br />• Cyber Risk or Privacy Liability insurance with limits of at least $5,000,000 each claim or
<br />wrongful act with a $250,000,000 deductible.
<br />Prudential will be solely responsible to pay and determine the deductibles on these insurance
<br />policies, which will be issued by insurance carriers with an A.M. Best rating of A- or better. In the
<br />event that any of the above-described insurance policies are written on a claims -made basis, then
<br />such policy or policies shall be maintained during the entire period of the Agreement and for a
<br />period of two (2) years following the termination or expiration of the Agreement.
<br />Prudential will provide reasonable notice of any material adverse change or cancellation of the S
<br />above-described insurance coverage. Authorizing Plan Fiduciary shall be included as an
<br />additional insured on the above -referenced policies. Certificates of insurance matching the terms
<br />of this § 9 will be provided upon Authonzin Plan Fiduciary's reasonable written request. This § 9
<br />does not limit or exoand Prudential'i,en obligations.
<br />
|