EXHIBIT 3

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SOUTH FLORIDA HOTEL AND CULINARY EMPLOYEES 

WELFARE FUND 

AGREEMENT AND DECLARATION 

OF TRUST 

Effective Date July 1, 1980 Amended and Restated January 1, 2010 

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TABLE OF CONTENTS 

Section Paae 

ARTICLE I - DEFINITIONS 

1.1 Administrative Manager 1 

1.2 Administrator 1 

1.3 Beneficiary 1 

1.4 Collective Bargaining Agreement 1 

1.5 Consultant 1 

1.6 Contributions 1 

1.7 Custodian 1 

1.8 Delinquent Contributions or Delinquencies 1 

1.9 Employee 1 

1.10 Employer 2 

1.11 ERISA 3 

1.12 Fiduciary 3 

1.13 Named Fiduciary 3 

1.14 Participant 3 

1.15 Participation Agreement 3 

1.16 Party-in-Interest 3 

1.17 Plan 3 

1.18 Policy 3 

1.19 Trust Agreement 4 

1.20 Trust Fund 4 

1.21 Tmstees 4 

1.22 Union 4 

ARTICLE II - CREATION AND PURPOSES OF FUND 

2.1 Creation 5 

2.2 Effective Date 5 

ARTICLE III - BOARD OF TRUSTEES 

3.1 Number, Appointment, Term 6 

3.2 Resignation and Removal 7 

3.3 Successor Trustees, Appointment 7 

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3.4 Successor Tmstees, Assumption of Office 7 

3.5 Acceptance of the Trust by Trustees 7 

3.6 Limitation of Liability of Trustees 7 

3.7 Office of the Fund 8 

3.8 Officers 8 

3.9 Power to Act in Case of Vacancy 8 

3.10 Meetings; Notices 8 

3.11 Attendance at Meetings; Minutes 8 

3.12 Quorum; Voting; Action Without Meeting 9 

3.13 Manner of Acting in the Event of Deadlock 9 

3.14 Removal of Trustees 10 

3.15 Prohibited Transactions 10 

3.16 Qualifications of Trustees 10 

ARTICLE IV CONTRIBUTIONS AND COLLECTIONS' 

4.1 Employer Contributions 11 

4.2 Receipt of Payment and Other Property of Trust 11 

4.3 Collection and Enforcement of Payments 12 

4.4 Production of Records 12 

4.5 Costs of Collection 12 

4.6 Late Payment Service Fees 13 

4.7 Effect of Non-Payment 13 

ARTICLE V POWERS AND DUTIES OF TRUSTEES 

5.1 Conduct of Trust Business 14 

5.2 Use of Fund for Expenses 14 

5.3 Use of Fund to Provide Benefits 14 

5.4. Procurement of Insurance; Self-Insurance 14 

5.5 Investments 0 15 

5.6 Deposits and Disbursements 18 

5.7 Allocation and Delegation of Non-Investment Responsibilities 18 

5.8 Committee of the Board of Trustees 18 

5.9 Administrative Manager 18 

5.10 By-Laws, Rules and Regulations 19 

5.11 Additional Authority 19 

5.12 Bonds 20 

5.13 Insurance 20 

5.14 Infoiniation to Participants and Beneficiaries 21 

5.15 Accountants 21 

5.16 Trustee Reimbursement 21 

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5.17 Reports 21 

5.18 Records of Trustee Transactions 21 

5.19 Construction and Determination by Trustees 21 

5.20 Liability 22 

5.21 Reliance on Written Instruments 23 

5.22 Discharge of Liability 24 

5.23 Establishment of Plan 24 

5.24 Amendment of Plan 25 

5.25 Audit 25 

5.26 Non-Diversion 25 

ARTICLE VI - CONTROVERSIES AND DISPUTES 

6.1 Submission to Trustees 26 

6.2 Settling Disputes 26 

ARTICLE VII - BENEFICIAL RIGHTS 

7.1 No Right, Title or Interest of Employers 

7.2 Limitation Upon Beneficial Rights of Employees 

ARTICLE VIII - TERMINATION OF TRUST 

27 

27 

8.1 Conditions of Termination 28 

8.2 Procedure in Event of Teiniination 28 

8.3 Notification Upon Termination 28 

ARTICLE IX - MISCELLANEOUS 

9.1 Law Applicable 30 

9.2 Savings Clause 30 

9.3 Other Employers and Their Employees May Join the Plan 30 

9.4 Reciprocity Agreements 30 

9.5 Merger 30 

9.6 Judicial Settlements 30 

9.7 Withholding Payment 31 

9.8 Qualification of Trust Personnel 31 

9.9 Vesting of Rights 31 

9.10 Gender 31 

9.11 Amendment to Trust Agreement 31 

SIGNATURE PAGE 32 

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SOUTH FLORIDA HOTEL AND CULINARY EMPLOYEES 

WELFARE FUND 

AGREEMENT AND DECLARATION OF TRUST 

THIS AGREEMENT AND DECLARATION OF TRUST, effective Januaryl, 2010, made 

and entered into by and between HOTEL EMPLOYEES RESTAURANT EMPLOYEES LOCAL 

355, hereinafter referred to as "The Union"; and the undersigned Union Trustees, hereinafter 

referred to as "Union. Trustees", and the undersigned Employer Trustees, hereinafter referred to as 

"Employer Trustees" (who together with successor trustees, designated in the manner hereinafter 

provided, are hereinafter collectively referred to as "Trustees"). 

WITNESSETH: 

WHEREAS, the Union has executed and from time to time will hereafter execute 

collective bargaining agreements with various employers, which, among other things, will provide 

for a certain payment by employers who are bound by a collective bargaining agreement, into a 

Welfare Fund for the benefit of those employees who are covered by this Agreement and their 

families, dependents and beneficiaries; and 

WHEREAS, the Trustees are authorized to enter into this trust agreement, have been duly 

appointed in accordance with the provisions of the Agreements and Declarations of Trust in effect 

from time to time; and 

WHEREAS, to effectuate the aforesaid purposes, the Union and the Trustees desire to 

continue the Welfare Fund originally established on or about July 2, 1956, which will conform to 

the applicable provisions of all Federal and State laws and which qualify as an exempt trust under 

the Internal Revenue Code and meet the requirements and qualify under the Employee Retirement 

Income Security Act of 1974 ("ERISA"); and 

NOW, THEREFORE, in consideration of the premises and the covenants herein contained, 

and in consideration of the declaration of the Trustees, as designated herein and in office, by their.

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execution hereof, that they will accept the Trust and act as Trustees of this Fund and that they will 

receive and hold all monies or property which may come into their hands as Trustees under this 

Agreement and Declaration of Trust for the uses and purposes hereinafter set forth, and accept the 

other respective duties of Trustees hereunder, it is understood and agreed as follows: 

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ARTICLE I 

DEFINITIONS 

Section 1.1. Administrative Manager. The term "Administrative Manager" as used 

herein shall mean that person or company defined in Section 5.9 of the Agreement and 

Declaration of Trust. 

Section 1.2 Administrator. The teiiii "Administrator" as used herein shall mean the 

Board of Trustees as defined in Section 1.22 herein. 

Section 1.3 Beneficiary. The term "Beneficiary" shall mean a family member, dependent 

or other person designated by a participant or by the terms of the Health and Welfare Plan created 

pursuant to this Agreement and Declaration of Trust, who is or may become entitled to a benefit, 

thereunder. 

Section 1.4 Collective Bargaining Agreement. The term "collective bargaining 

agreement" as used herein shall mean any collective bargaining agreement to which the Union is 

party, and any extension, amendment, modification, renewal or successor thereof, which requires 

Employers to make payments to this Trust. 

Section 1.5 Consultant The term "consultant" as used herein shall mean any person or 

entity who, for compensation, advises, represents, or provides other assistance to the Trustees 

concerning the establishment, or operation of the Plan as defined in Section 1.18. 

Section 1.6 Contributions The term "contributions" shall mean the payments required of 

any Employer, as defined in Section 1.11 above, for this Fund, pursuant to a collective bargaining 

agreement or Participation Agreement. 

Section 1.7 Custodian. The teiiii "custodian" as used herein shall mean one who is 

officially entrusted with guarding and keeping records, documents or property of this Trust Fund. 

Section 1.8 Delinquent Contributions or Delinquencies. The terms "delinquent 

contributions" or "delinquencies" as used herein shall mean Employer contributions not received 

by the Trustees or their designee within the time period required by the applicable collective 

bargaining agreement. 

Section 1.9 Employee. The term "Employee" as used herein shall mean: 

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ARTICLE I 

(a) Any Employee represented by the Union and working for an Employer as defined 

herein, and with respect to whose employment an Employer is required to make contributions 

into the Trust Fund. 

(b) An Officer or salaried Employee of the Employer, elected or appointed Officers or 

Employees of the Union, or International Parent body, or any Association entering into 

contractual relations with the Union; providing that the Trustees agree to accept such Officers or 

Employees; and, further, provided that in the case of full time Officers or full time Employees, 

contributions must be made in the same amount as provided for other Employees by a collective 

bargaining agreement. 

(c) Employees, if any, of this Trust Fund or any other Trust Fund established pursuant 

to a collective bargaining agreement who are not employed by an Employer as defined in Section 

1.10, and who are proposed and accepted for such benefits by the Trustees. As to such personnel 

as are Employees of the Trust Fund, or any other Trust Fund established pursuant to such 

collective bargaining agreements, the Trustees of such Trust Fund shall be deemed to be an 

Employer within the meaning of this Trust Agreement and may provide benefits for said 

Employees out of said Trust Fund, on the same basis as for other Employees. 

(d) A person, represented by or under the jurisdiction of the Union, who shall be 

employed by a governmental unit or agency, and on whose behalf payment of contributions shall 

be made at the times and at the rate of payment equal to that paid by an Employer, as defined in 

Section 1.11 of this Article, in accordance with a written agreement, ordinance or resolution. 

Section 1.10 Employer. The tenn "Employer" as used herein shall mean: 

(a) An Employer who is bound by a collective bargaining agreement with the Union 

providing for the making of payments to the Trust Fund with respect to Employees represented 

by the Union. 

(b) The Union, which, for the purpose of making the required contributions into the 

Trust Fund, shall be considered as the Employer of the Employees of the. Union for whom the 

Union contributes to the Trust Fund. 

(c) An Employer who, while not. generally recognizing the Union as the 

representative of its Employees, is bound to make contributions on behalf of certain of its 

Employees. 

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ARTICLE I 

(d) The Trustees of this Trust Fund, or any other Trust Fund established pursuant to a 

collective bargaining agreement, which contributes on behalf of its Employees, as defined in 

Section 1.10. 

Section 1.11 ERISA. The term "ERISA" as used herein shall mean the Employee 

Retirement Income Security Act of 1974 and any amendments as may from time to time be made 

thereto, any regulations promulgated pursuant to the provisions of. ERISA, and any binding 

decisions or rulings by any court or agency interpreting or construing said law. 

Section 1.12 Fiduciary. For purposes of this Agreement any person who, with respect to 

the plan to the extent (i) he exercises any discretionary authority or discretionary control 

respecting management of the plan or exercises any authority or control respecting management 

of the plan or exercises any authority or control respecting management or disposition of its 

assets„ (ii) renders investment advice for a fee or other compensation, direct or indirect, with 

respect to any moneys or other property of the plan, or has any authority or responsibility to do 

so, or (iii) has any discretionary authority or discretionary responsibility in the administration of 

the plan shall be deemed a fiduciary. Such term includes any person designated by the Board to 

perform and/or carry out fiduciary responsibilities hereunder. 

Section 1.13 Named Fiduciary. The term "named fiduciary" as used herein shall mean 

the Board of Trustees as defined in Section 1.21 herein. 

Section 1.14 Participant. The term "Participant" shall mean any Employee or former 

Employee of an Employer who is or may become eligible to receive a benefit of any type from 

this Fund or whose beneficiaries may be eligible, to receive any such benefit. 

Section 1.15 Participation Agreement. The term "Participation Agreement" shall mean 

any .written agreement pursuant to which contributions are paid or payable to this Fund on behalf 

of the employees who are not covered under a collective bargaining agreement. 

Section 1.16 Party-in-Interest. The term "party-in-interest" shall mean such persons as 

are described in ERISA. 

Section 1.17 Plan. The term "Plan" or "Health and Welfare Plan" shall mean the plan, 

program, method, rules, and procedures for the payment of benefits from the Trust Fund 

established by the Agreement and Declaration of Trust and amendments thereto. 

Section 1.18 Policy. The term "Policy" whether singular or plural shall meanly any 

insurance policy, contract or contracts, issued pursuant to the Trust Agreement and accepted by 

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ARTICLE I 

the Trustees as a part of the Trust Agreement and shall include any amendments, riders or 

modifications or other alterations and additions thereto if such amendments, riders, 

modifications, alterations and/or additions to such policy were accepted by the Trustees. 

Section 1.19 Trust Agreement. The terms "Trust Agreement" or "Agreement and 

Declaration of Trust" as used herein shall mean this instrument, including all amendments, 

modifications, and rules and resolutions as may from time to time be made. 

Section 1.20 Trust Fund. "Trust", "Trust Fund" and "Fund" as used herein shall mean the 

entire trust estate of the South Florida Hotel and Culinary Employees Welfare Fund as it may, 

from time to time be constituted, including, but not limited to, all funds received in the form of 

contributions, together with all contracts (including dividends, interest, refunds, and other sums 

payable to the Trustees on account of such contracts), all investments made and held by the 

Trustees, all income, increments, earnings and profits therefrom, and any and all other assets, 

property or funds received and held by the Trustees by reason of their acceptance of this 

Agreement and Declaration of Trust. 

Section 1.21 Trustees. The term "Trustees" as used herein shall mean the Trustees 

designated in this Trust Agreement, together with their successors, designated and appointed in 

accordance with the terms of this Trust Agreement. The first Trustees under this Agreement 

shall be those Trustees serving on the effective date of this Agreement pursuant to the terms of 

the first Amended and Restated Agreement and Declaration of Trust. 

(a) The term "Employer Trustees" as used herein shall mean the Trustees appointed 

by the Employer Trustees as provided hereunder. 

(b) The term "Union Trustees" as used herein shall mean the Trustees appointed by 

the Union as provided hereunder. 

Section 1.22 Union. The term "Union" as used herein, shall mean HOTEL 

EMPLOYEES RESTAURANT EMPLOYEES LOCAL 355 its successors and assigns, and such 

other Union or Unions as may from time to time be accepted for participation hereunder under 

such terms and conditions as may be required by the Trustees. 

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ARTICLE II 

CREATION AND PURPOSES OF FUND 

Section 2.1 Creation. The Trust Fund has been created, and established and is 

maintained, and the Trustees agree to receive, hold and administer the Trust Fund, for the sole 

and exclusive purpose of providing such benefits as now are, or hereafter may be authorized or 

permitted by law for participants and their beneficiaries, regardless of Union membership, and in 

accordance with the provisions set forth herein and in the Plan. It is intended that this Trust Fund 

and Plan be a "multiemployer plan" as that term is defined in Section 3(37) of ERISA and 

otherwise comply with the provisions of Section 501 of the Internal Revenue Code and Section 

302(c)(5) of the Labor Management Relations Act. 

Section 2.2 Effective Date. This Agreement and Declaration of Trust shall be in full 

force and effect as of July 1, 2009, and is a continuation of the Agreement and Declaration of 

Trust and all amendments thereto of the original Trust Agreement effective July 1, 1980. 

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ARTICLE III 

BOARD OF TRUSTEES 

Section 3.1 Number, Appointment, Term. The Trust Fund shall be administered by a 

Board of Trustees consisting of no more than six (6) Trustees, provided that at all times, the 

number of Union Trustees and Employer Trustees shall be equal. The Trustees as of the date of 

execution of this Agreement and Declaration of Trust are as follows: 

UNION TRUSTEES EMPLOYER TRUSTEES 

Andres Madtes 

Bill Grandfield 

Regina Mort 

The Union shall appoint all Union Trustees in accordance with its own internal rules. 

The Employer Trustees shall be appointed by the Employers provided that all Employer 

Trustees shall be persons signatory to a collective bargaining agreement or if the Eniployer is a . 

corporation, the corporation shall be signatory to a collective bargaining agreement. 

Two (2) alternate Trustees, one (1) representing the Union and appointed by the Union 

and one (1) representing the Employers and appointed by the Employer Trustees, may be 

appointed and shall, in the absence of the regularly appointed Trustees, have all the power of 

Trustees. 

A vacancy shall occur, whenever a Trustee resigns or when a Trustee is removed or by 

reasons of death or incapacity. Successor Trustees shall be named as provided in Section 3.3. 

Section 3.2 Resignation and Removal. A Trustee may resign and become and remain 

fully discharged from all further duty or responsibility thereunder upon giving thirty (30) days' 

notice in writing to the remaining Trustees and to the party by whom he was appointed, or such 

shorter notice as the remaining Trustees may accept as sufficient. In the notice there shall be 

stated a date on which such resignation shall take effect; and such resignation shall take effect on 

the date specified in the notice unless a successor Trustee shall have been appointed at an earlier 

date, in which event such resignation shall take effect immediately upon the appointment of such 

successor Trustee. An Employer Trustee may be removed from office at any time by action of 

the Employer Trustees. Written notice of such action shall be delivered to the Union, the 

Chairman and Secretary-Treasurer of the Trustees serving at that time, the administrative 

manager and legal counsel. A Union Trustee may be removed from office at any time by action 

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ARTICLE III 

of the Union, written notice of such action to be delivered to the Chairman and SecretaryTreasurer of the Trustees serving at that time, the administrative manager and legal counsel. 

Section 3.3 Successor Trustees, Appointment. If any Employer Trustee shall die, 

become incapable of acting hereunder, resign, or be removed a Successor Employer Trustee shall 

be appointed by the remaining Employer Trustees. Such appointment shall be in writing and 

shall be delivered to the Union, the Chaiiinan and Secretary-Treasurer of the Trustees serving at 

that time, the administrative manager and legal counsel. If any Union Trustee shall die, become 

incapable of acting hereunder, resign, or be removed, a Successor Union Trustee shall be 

appointed by the Union, such appointment to be in writing and be delivered to the Chairman and 

Secretary-Treasurer of the Trustees serving at that time, the administrative manager and legal 

counsel. 

If such a vacancy is not filled within a thirty (30) day period, any remaining Employer 

and/or Union Trustee, respectively, may, within ten (10) days thereafter, petition the United 

States District Court for the Southern District of Florida to appoint a Successor Trustee from that 

class of persons qualified to serve as set forth in Section 3.16 herein. 

The Fund shall at all times be administered, by an equal number of Employer and Union 

Trustees. 

Section 3.4 Successor Trustees, Assumption of Office. Any Successor Trustee shall 

immediately upon appointment and acceptance of the Trusteeship, become vested with all the 

property rights, powers and duties of a Trustee hereunder with like effect as if originally named a 

Trustee, without the necessity of any formal conveyance or other instrument of title. 

Section 3.5 Acceptance of the Trust by Trustees. A Trustee may execute a written 

acceptance in a form satisfactory to the Trustees and consistent with ERISA. By executing such 

written acceptance, a Trustee shall be deemed to have accepted the Trust created and established 

by this Trust Agreement and to have consented to act as Trustee- and to have agreed to administer 

the Trust Fund as provided herein. Such written acceptance shall be filed with the Fund's 

administrative manager_ who shall notify the remaining Trustees of the receipt of such 

acceptance. 

Section 3.6 Limitation of Liability of Trustees. No Successor Trustee shall in any way be 

liable or responsible for anything done or committed in the administration of the Trust prior to 

the date of becoming a Trustee. No Trustee shall be liable for the acts or omissions of another 

Trustee to whom certain responsibilities, obligations or duties have been delegated pursuant to 

this Trust Agreement. 

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ARTICLE III 

Section 3.7 Office of the Fund. The principal office of the Trust Fund shall be located 

and maintained in Miami - Dade County in the State of Florida or at such other locations in the 

State of Florida as the Trustees may determine. 

Section 3.8 Officers. The Trustees shall elect from among themselves a Chairman and a 

Secretary-Treasurer to serve for a term of one (1) year, or until his or their successors have been 

elected. When the Chairman is elected from the Employer Trustees, then the Secretary-Treasurer 

shall be elected from the Union Trustees; and when the Chairman shall be elected from the 

Union Trustees, then the Secretary-Treasurer shall be elected from the Employer Trustees. The 

Secretary-Treasurer or such other person as the Trustees may designate, shall keep minutes and 

records of all meetings, proceedings and acts of the Trustees and shall, with reasonable 

promptness, send copies of such minutes and records to all Trustees and legal counsel. The 

Chairman shall preside at all meetings of the Trustees. 

Section 3.9 Power to Act in Case of Vacancy. In case of death, resignation or refusal or 

inability to act of any one or more of the Trustees, the remaining Trustees shall have all the 

poWers, rights, estates and interests of this Trust, and shall be charged with its duties, provided 

that, in such cases there shall be no change in the quorum or voting requirements established in 

Section 3.12 hereof. 

Section 3.10 Meetings; Notices. The Trustees shall meet at such times as they deem it 

necessary to transact their business. The Chairman or the Secretary-Treasurer of the Board of 

Trustees may, and upon the written request of any two (2) Trustees shall, call a meeting of the 

Trustees at any time by giving at least five (5) days' notice in writing, of the time and place, 

thereof to the remaining Trustees. A meeting of the Trustees may be held at any time without 

notice if all of the Trustees consent thereto by an instrument in writing, or if all of the Trustees 

attend such meeting. 

Section 3.11 Attendance at Meetings; Minutes. All official meetings of the Trustees 

shall be attended only by the Trustees and shall not be open to the public, except such other 

persons may attend as may be designated by the Trustees or when invited to do so, and as may be 

otherwise required by law. Written minutes, a copy of which shall be furnished with reasonable 

promptness to each Trustee and legal counsel, shall be kept of all business transacted and of all 

matters upon which voting shall have occurred and the vote shall be recorded. Such minutes 

shall bear the signature of the Secretary-Treasurer and shall be approved at the succeeding 

meeting. 

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ARTICLE III 

Section 3.12 Quorum; Voting; Action Without Meeting. 

(a) A quorum shall consist of two (2) Trustees, with at least one (1) Employer 

Trustees and one (1) Union Trustees. If at any meeting the number of Employer and Union 

Trustees present shall be unequal, then the group of Trustees lesser in number shall be entitled to 

cast the same number of votes as the other group of Trustees. In the event there shall be present 

at any one meeting less than all of the Trustees of a group and such Trustees shall be unable to 

agree as to the manner in which the vote of the absent Trustee shall be cast, then those Trustees 

who are present shall cast the vote of the absent Trustee on a prorata basis. 

(b) A quorum of a committee or subcommittee of the Board of Trustees established in 

accordance with this Trust Agreement or otherwise, shall be at least one (1) Employer Trustee 

and one (1) Union Trustee, except as provided otherwise in this Trust Agreement or by law. 

(c) Any action taken by the Trustees, except as herein otherwise provided shall be by 

affirmative vote of a majority of the votes cast at a meeting. The Trustees must cast their votes 

in person, except as provided in Subsection (a) of Section 3.12. 

(d) Action by the Trustees on any proposition may also be taken without a meeting if 

all of the Trustees agree thereto in writing. 

Section 3.13 Manner of Acting in the Event of Deadlock. 

(a) A deadlock shall be deemed to exist whenever a proposal, nomination, motion or 

resolution made and seconded by any of the Trustees in not adopted or rejected by a majority 

vote and the maker of the proposal, nomination, motion or resolution notifies the remaining 

Trustees that the deadlock exists. 

(b) In the event of a deadlock, the Trustees shall promptly provide a joint written 

statement of the issues and relevant facts. If the Trustees cannot agree upon said joint statement, 

then the Employer and the Union Trustees shall prepare respective statements of the issues and 

facts, and each shall serve a copy upon the other, or upon any agent designated in writing. 

(c) The joint statement or the separate statement shall be delivered to an impartial 

umpire selected by mutual agreement of the Trustees. 

(d) The impartial umpire shall have no power to resolve the deadlock beyond the 

matters contained in the submission or submissions served upon him. The umpire may not make 

any decision or finding of fact which would change or alter in any manner any provision of the 

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ARTICLE III 

Trust Agreement or which would tend to jeopardize the qualification of the Plan pursuant to 

applicable laws including without limitation the Internal Revenue Code. 

(e) In the event the Trustees cannot agree within a reasonable time upon an impartial 

umpire to resolve their deadlock, the umpire shall be selected by the U.S. District Court for the 

Southern District of Florida, by petition of the Employer Trustees or of the Union Trustees. 

(f) The cost and expenses incidental to any appointment of an umpire and the holding 

of proceedings before him, including the fee, if any, for such umpire, shall be a proper charge 

against the Trust Fund, and the Trustees are authorized and directed to apply such charges; 

provided, however, that the Trust Fund shall not be charged for any expenses incurred for any 

attorneys' fees, consultants, witnesses, and any similar expenses in amounts more than that 

determined by the Trustees to be reasonable and proper. 

(g) . Any decision by an umpire, whether selected by the Board of Trustees or 

appointed by said Court, shall be final and binding upon the Board of Trustees. 

Section 3.14 Removal of Trustees.. The Board of Trustees shall initiate action to cause 

the removal of any fellow Trustee who may be serving as a Trustee in violation of this 

Agreement, ERISA or other applicable law. The vacancy or vacancies caused by such a removal 

shall be filled in accordance with Section 3.3 of this Article. 

Section 3.15 Prohibited Transactions. Notwithstanding any action being taken by the 

Board of Trustees as provided in this Article, no transaction shall be authorized between the 

Trust Fund and any party-in-interest, except to the extent that such transactions are permissible 

practices under ERISA. 

Section 3.16 Qualifications of Trustees. No person may serve as a Trustee hereunder 

who: 

(a) is in violation of Section 411 of ERISA; 

(b) if an Employer Trustee, is not signatory to a current collective bargaining 

agreement or participation agreement, or 

(c) if a Union Trustee, is not a member of the Union. 

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ARTICLE IV 

CONTRIBUTIONS AND COLLECTIONS 

Section 4.1 Employer Contributions. 

(a) Each Employer shall make prompt contributions or payment to the Trust Fund in 

such amount and under the teiiiis as are provided for in the applicable collective bargaining 

agreement in effect from time to time between the Employer or his bargaining representative and 

the Union. An Employer may also be required to make contributions in such amount and under 

such terms as agreed to by such Employer in writing, provided that such contributions shall be 

subject to acceptance by the Trustees. The Employer agrees that such contributions shall 

constitute an absolute obligation to the Trust Fund, and such obligation shall not be subject to, by 

way of illustration and not limitation, set-off or counterclaim which the Employer may have for. 

erroneous contributions to any other Trust Funds, or for any other liability of the Union, of an 

Employee, or any other Trust Funds, or for any other liability of the Union, of an Employee, or 

any other person. 

(b) Contributions to the Fund shall be paid to the Trustees or to such depository as the 

Trustees shall designate, only by check, bank draft, or money order, or its equivalent, made 

payable to the order of the SOUTH FLORIDA HOTEL AND CULINARY EMPLOYEES 

WELFARE FUND, or as otherwise provided in the applicable collective bargaining agreement 

upon such forms as specified by the Trustees. The payment of contributions shall be made 

periodically at such times as may be provided in the applicable collective bargaining agreement. 

In the absence of any such provision in a collective bargaining agreement, the payment of 

contributions shall be made periodically at such times as the Trustees shall specify. 

(c) Each Employer shall be responsible only for the contributions payable by him on 

account of Employees covered by him except as may be otherwise provided by law. No other 

Employers or groups shall be responsible for the contributions, payments, or other obligations of 

any other Employer except as may be otherwise provided by law. 

Section 4.2 Receipt of Payment and Other Property of Trust. 

The Trustees or such other person or entity designated or appointed by the Trustees in 

accordance with Section 5.8 of Article V are hereby designated as the persons to receive the 

payments heretofore or hereafter made to the Trust Fund by the Employers and Employees. The 

Trustees are hereby vested with all right, title and interest in and to such monies and all interest 

which may be accrued thereon, and are authorized to receive and to be paid the same. 

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ARTICLE IV 

Section 4.3 Collection and Enforcement of Payments. The Trustees, or such committee 

of the Trustees as the Board of Trustees shall appoint, or the administrative manager if one has 

been appointed and when directed by such committee or by the Board of Trustees, shall have the 

power to demand, collect and receive Employer payments and all other money and property to 

which the Trustees may be entitled, and shall hold the same until applied to the purposes 

provided in this Trust Agreement. They shall take such steps, including the institution and 

prosecution of, or the intervention in such legal or administrative proceedings as the Trustees in 

their sole discretion determine to be in the best interest of the Trust Fund for the purpose of 

collecting such payments, money and property, without prejudice, however, to the rights of the 

Union to take whatever steps it deems necessary and wishes to undertake for such purposes. 

Section 4.4 Production of Records. Each Employer shall promptly furnish to the 

Trustees, on demand, such records and information as are required by the Board of Trustees in 

order to determine compliance with this Agreement. The Employer shall also furnish to the 

Trustees, on demand, such other information as the Trustees may reasonably require in 

connection with the administration of the Trust Fund. The Trustees may, by their respective 

representative, including auditors, examine the pertinent records of each Employer at the 

Employer's place of business. Such examination shall not be limited to solely the payroll records 

of the employees covered by this Agreement, but shall, within the discretion of the Board of 

Trustees, include such other records, books and documents for other employees or 

subcontractors, if necessary, for determining compliance with this Agreement. The Union shall, 

upon request of the Trustees, promptly furnish information in respect to an employee's 

employment status. 

Section 4.5 Costs of Collection. 

(a) The Trustees may require the payment by Employers, in addition to the interest 

and liquidated damages provided within this Trust Agreement, such other costs and expenses, 

including costs of an audit, reasonable attorneys' fees, late payment service fees, and court costs 

incurred by the Trustees and arising out of the collection of such Employer's delinquent 

contributions in accordance with the applicable collective bargaining agreement. 

(b) In addition to any remedies provided for in the collective bargaining agreement , 

this Trust Agreement or any rules adopted by the Trustees, any Employer who fails to timely pay 

fringe benefit contributions may be required to pay to the Trust Fund, in addition to the fringe 

benefit contributions, the following 

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ARTICLE IV 

(1) Interest on unpaid or untimely paid contributions at the rate 

prescribed in Section 6621 of the Internal Revenue Code of 1986, 

as amended, from the date when such contributions became due to 

the date of actual payment; and 

(2) 20% liquidated damages on unpaid and untimely paid 

fringe benefit contributions. 

Section 4.6 Late Payment Service Fees. The parties recognize and acknowledge that the 

regular and prompt payment of contributions to the Fund are essential to the operation of the 

Fund and the providing of benefits under the Plan and accordingly that time is of the essence in 

the Contributing Employer's payment thereof. In the event any contribution is delinquent for a 

period of more than ten (10) days, there may be added to and become a part of the amount due 

and unpaid a charge of not less than Ten (10%) Percent of amount of such delinquent 

contribution. 

Section 4.7 Effect of Non-Payment. Non-payment, by any Employer of any 

contributions or other monies owed to the Fund shall not relieve any other Employer from its' 

obligation to make required payments to the Trust Fund. 

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