HomeMy WebLinkAbout5269 RESOLUTION NO. 5 2 6 9
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, APPROVING AND AUTHORIZING
THE ADMINISTRATIVE SERVICES AGREEMENT BETWEEN
THE CITY OF AUBURN AND ICMA RETIREMENT
CORPORATION
WHEREAS, the City of Auburn currently has in place an employee deferred
compensation plan which allows employees to voluntarily set aside and invest a portion
of their income to supplement their retirement income; and
WHEREAS, under the current program, a number of different deferred
compensation plans are available to City employees; and
WHEREAS, because of the current multiple deferred compensation plan
providers, the City's responsibility to manage and administer the deferred compensation
services is compounded and overly burdensome; and
WHEREAS, in order to more reasonably manage deferred compensation
administrative responsibilities, the City sought to seek, in addition to the state deferred
compensation program, a single deferred compensation program provider, with the
intention of making sure that the City's administrative duties are more reasonably
managed and the costs to the employees are minimized; and
WHEREAS, in order to accomplish this goal, the City requested proposals from a
variety of potential service providers of deferred compensation programs, and, based
upon a comparison of the proposals submitted, has selected ICMA Retirement
Corporation (ICMA-RC) as its service provider, whereby ICMA would act as an
investment advisor for Vantage Trust Company (which offers a series of separate funds
for investment in deferred compensation plans), for costs and under circumstances
advantageous to the City and to participating employees.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Resolution No. 5269
December 29, 2016
Page 1
Section 1. The Mayor is hereby authorized to execute an Administrative Services
Agreement between the City of Auburn and ICMA-RC, in substantial conformity with the
Agreement attached hereto, marked as Exhibit "A" and incorporated herein by this
reference
Section 2. The Mayor is hereby authorized to implement such administrative
procedures and execute such other documents and agreements as may be necessary
to carry out the directives of this legislation.
Section 3. This Resolution shall be in full force and effect upon passage and
signature hereon.
SIGNED and DATED this 3 day of , 2017
CITY OF AUBURN
?4444
Nancy Ba , ayor
ATTEST:
Da 'elle E. Daskam, City Clerk
APPROVEA - T• FORM:
rel B. Heid, City Attorney
Resolution No. 5269
December 29, 2016
Page 2
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Auburn
Type: 457
Account#:302102
Plan number 302102
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement("Agreement"),made as of the day
of ,2016 between the International City Management Association Retirement
Corporation("ICMA-RC"), a nonprofit corporation organized and existing under the
laws of the State of Delaware, and the City of Auburn("Employer"), a City organized
and existing under the laws of the State of Washington with an office at 25 West Main
Street,Auburn, Washington 98001, acting through and by its Committee as identified in
Resolution 4775 and as established by Ordinance No. 3644 of the City of Auburn,
collectively referred to as the "Parties".
WHEREAS,the Employer has in place a deferred compensation plan("Plan")
which allows employees to voluntarily set aside and invest portions of their current
income on an after-tax or pre-tax basis to meet their future financial requirements and
supplement their retirement income; and
WHEREAS, the Committee having sought Request For Proposals ("RFP")for
full administration of the city's deferred compensation services, investment management,
recordkeeping/administration, communication/education and custodial/trustee services
(hereinafter collectively referred to as "Plan Services"); and;
WHEREAS, VantageTrust is a group trust established and maintained in
accordance with New Hampshire Revised Statutes Annotated section 391:1 and Internal
Revenue Service Revenue Ruling 81-100, 1981-1 C.B. 326,which provides for the
commingled investment of retirement funds held by various state and local governmental
units for their employees; and
WHEREAS, ICMA-RC acts as investment adviser to VantageTrust Company,
LLC, the Trustee of VantageTrust;
WHEREAS, ICMA-RC has designed, and VantageTrust offers, a series of
separate funds(the"Funds")for the investment of plan assets as referenced in
VantageTrust's principal disclosure document, "Making Sound Investment Decisions: A
Retirement Investment Guide" and the accompanying VantageTrust Fund Fees and
Expenses document ("Retirement Investment Guide"). The VT PLUS Fund is one such
VantageTrust Fund;
WHEREAS,the Funds, including the VT PLUS Fund, are available only to public
employers and only through VantageTrust and ICMA-RC;
WHEREAS, in addition to serving as investment adviser to VantageTrust, ICMA-
RC provides a range of services to public employers for the operation of employee
retirement plans including,but not limited to,communications concerning investment
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Plan number 302102
alternatives, account maintenance, account recordkeeping, investment and tax reporting,
transaction processing, benefit disbursement, and asset management;
WHEREAS, after thorough review of the responses to the RFP,the Employer
accepts ICMA-RC's Proposal and awards to ICMA-RC the contract to perform the Plan
Services;
NOW THEREFORE, in consideration of the premises set forth herein, and the
promises contained hereinafter,the parties agree as follows:
AGREEMENTS
1. Appointment of ICMA-RC
Employer hereby appoints ICMA-RC as Administrator of the Plan to perform all
nondiscretionary functions necessary for the administration of the Plan. The functions to
be performed by ICMA-RC shall be those set forth herein and as identified in Exhibit A
to this Agreement.
2. Adoption of VantageTrust for Investments in the VT PLUS Fund
The Employer shall adopt the Declaration of Trust of VantageTrust Company and agrees
to the commingled investment of assets of the Plan within VantageTrust. Employer
agrees that the investment,management, and distribution of amounts deposited in
VantageTrust shall be subject to the Declaration of Trust, as it may be amended from
time to time and shall also be subject to terms and conditions set forth in disclosure
documents(such as the Retirement Investment Guide or Employer Bulletins) as those
terms and conditions may be adjusted from time to time.
3. Employer Duty to Furnish Information
Employer agrees to furnish to ICMA-RC on a timely basis such information as is
necessary for ICMA-RC to carry out its responsibilities as Administrator of the Plan,
including information needed to allocate individual participant accounts to Funds in
VantageTrust,and information as to the employment status of participants, and
participant ages, addresses, and other identifying information(including tax identification
numbers). Employer also agrees that it will notify ICMA-RC in a timely manner
regarding changes in staff as it relates to various roles. This is to be completed through
the online EZLink employer contact options. ICMA-RC shall be entitled to rely upon the
accuracy of any information that is furnished to it by a responsible official of the
Employer or any information relating to an individual participant or beneficiary that is
furnished by such participant or beneficiary,and ICMA-RC shall not be responsible for
any error arising from its reliance on such information. ICMA-RC will provide reports,
statements and account information to the Employer through EZLink,the online plan
administrative tool.
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Plan number 302102
Employer is required to send in contributions through EZLink,the online plan
administration tool provided by ICMA-RC. Alternative electronic methods may be
allowed,but must be approved by ICMA-RC for use. Contributions may not be sent
through paper submittal documents.
To the extent Employer selects third-party funds that do not have fund profile
information provided to ICMA-RC through our electronic data feeds from external
sources(such as Morningstar)or third party fund providers,the Employer is responsible
for providing to ICMA-RC timely fund investment updates for disclosure to Plan
participants. Such updates may be provided to ICMA-RC through the Employer's
investment consultant or other designated representative.
Failure to provide timely fund profile update information, including the source of the
information,may result in a lack of fund information for participants,as ICMA-RC will
remove outdated fund profile information from the systems that provide fund information
to Plan participants.
4. Certain Representations and Warranties
ICMA-RC represents and warrants to Employer that:
(a) ICMA-RC is a non-profit corporation with full power and authority to
enter into this Agreement and to perform its obligations under this
Agreement. The ability of ICMA-RC to serve as investment adviser to
VantageTrust is dependent upon the continued willingness of
VantageTrust for ICMA-RC to serve in that capacity.
(b) ICMA-RC is an investment adviser registered as such with the U.S.
Securities and Exchange Commission under the Investment Advisers Act
of 1940, as amended.
(c) ICMA-RC shall maintain and administer the Plan in accordance with the
requirements for eligible deferred compensation plans under Section 457
of the Internal Revenue Code and other applicable federal law;provided,
however,that ICMA-RC shall not be responsible for the eligible status of
the Plan in the event that the Employer directs ICMA-RC to administer the
Plan or disburse assets in a manner inconsistent with the requirements of
Section 457 or otherwise causes the Plan not to be carried out in
accordance with its terms. Further, in the event that the Employer uses its
own customized plan document,ICMA-RC shall not be responsible for
the eligible status of the Plan to the extent affected by term s in the
Employer's plan document that differ from those in ICMA-RC's standard
plan document. ICMA-RC shall not be responsible for monitoring state or
local law or for administering the Plan in compliance with local or state
requirements unless Employer notifies ICMA-RC of any such local or
state requirements.
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Plan number 302102
Employer represents and warrants to ICMA-RC that:
(d) Employer is organized in the form and manner recited in the opening
paragraph of this Agreement with full power and authority to enter into
and perform its obligations under this Agreement and to act for the Plan
and participants in the manner contemplated in this Agreement.Execution,
delivery, and performance of this Agreement will not conflict with any
law, rule,regulation or contract by which the Employer is bound or to
which it is a party.
(e) Employer understands and agrees that ICMA-RC's sole function under
this Agreement is to act as recordlceeper and to provide administrative,
investment or other services at the direction of Plan participants,the
Employer, its agents or designees in accordance with the terms of this
Agreement. Under the terms of this Agreement, ICMA-RC does not
render investment advice at the Plan level, is not the Plan Administrator or
Plan Sponsor as those terms are defined under applicable federal, state, or
local law, and does not provide legal,tax or accounting advice with
respect to the creation, adoption or operation of the Plan and its related
trust. ICMA-RC does not perform any service under this Agreement that
might cause ICMA-RC to be treated as a"fiduciary" of the Plan under
applicable law,except, and only,to the extent that ICMA-RC provides
investment advisory services to individual participants enrolled in Guided
Pathways.
(f) Employer affirms that it intends to retain Mesirow Financial Investment
Management("Mesirow")to provide fiduciary services to the Plan.
(g) Employer acknowledges and agrees that ICMA-RC does not assume any
responsibility with respect to the selection or retention of the Plan's
investment options. Employer shall have exclusive responsibility for the
Plan's investment options, including the selection of the applicable mutual
fund share class.
(h) Employer acknowledges that certain such services to be performed by
ICMA-RC under this Agreement may be performed by an affiliate or
agent of ICMA-RC pursuant to one or more other contractual
arrangements or relationships,and that ICMA-RC reserves the right to
change vendors with which it has contracted to provide services in
connection with this Agreement without prior notice to Employer.
(i) Employer acknowledges that it has received ICMA-RC's Fee Disclosure
Statement,prepared in substantial conformance with ERISA regulations
regarding the disclosure of fees to plan sponsors.
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Plan number 302102
(j) Employer approves the use of its Plan in ICMA-RC external media,
publications and materials. Examples include press releases
announcements and inclusion of the general plan information in request
for proposal responses.
5. Participation in Certain Proceedings
The Employer hereby authorizes ICMA-RC to act as agent,to appear on its behalf, and to
join the Employer as a necessary party in all legal proceedings involving the garnishment
of benefits or the transfer of benefits pursuant to the divorce or separation of participants
in the Plan. Unless Employer notifies ICMA-RC otherwise,Employer consents to the
disbursement by ICMA-RC of benefits that have been garnished or transferred to a
former spouse, current spouse, or child pursuant to a domestic relations order or child
support order.
6. Compensation and Payment
(a) Participant Fees. Plan participant accounts shall be assessed an asset-
based fee to cover the costs of record-keeping and other services provided
by ICMA-RC, and other costs associated with the Plans as directed by the
Employer. The Employer shall work with ICMA-RC to determine the
appropriate amount of the gross asset-based fee to be charged to
participant accounts, which may be increased or decreased from time to
time at the direction of the Employer. As of the signing of this agreement
the participant fee shall be 0.175%
(b) Revenue Requirement. ICMA-RC shall receive total annual aggregate
recordkeeping revenue of 0.155%(15.5 basis points or"bps")of Plan
assets under ICMA-RC's administration for providing recordkeeping and
other services to the Plans. Should the Plan retain Mesirow to provide
fiduciary services,ICMA-RC shall receive total annual aggregate
recordkeeping revenue of 0.175%(17.5 basis points or"bps")of Plan
assets under ICMA-RC's administration for providing recordkeeping and
other services to the Plans. One (1)bps is equal to 0.01%of all Plan
assets. Such revenue shall be deducted by ICMA-RC from amounts
collected through the application of the asset-based fee described in
Section 6(a)prior to allocation of any participant level asset-based fees to
the Administrative Allowance Account described in Section 6(d)below.
(c) Compensation for Management Services to VantageTrust and
Payments from Third-Party Mutual Funds. Employer acknowledges
that, in addition to amounts payable under this Agreement, ICMA-RC
receives fees from VantageTrust for investment advisory services and plan
and participant services furnished to VantageTrust. In addition,to the
extent that third party mutual funds are included in the investment line-up
for the Plan, ICMA-RC receives administrative fees from its third party
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Plan number 302102
mutual fund settlement and clearing agent for providing administrative
and other services based on assets invested in third party mutual funds;
such administrative fees come from payments made by third party mutual
funds to the settlement and clearing agent.
(d) Administrative Allowance Account. Amounts collected through the
application of the asset-based fee described in Section 6(a)above in
excess of the revenue specified in Section 6(b) shall be held in an
Administrative Allowance Account, maintained as a Plan asset by ICMA-
RC. Each quarter ICMA-RC shall produce a report that shows:the
amounts collected from participant accounts as asset-based fees;the
methodology used in the calculation of the fees collected from participant
accounts;the calculation used to determine the amount of revenue
collected by ICMA-RC during the period prior to allocation of the
remaining asset-based fees to the Administrative Allowance Account; and
the amount allocated to the Administrative Allowance Account.Employer
understands that the Plan administrative allowance is to be used only to
pay for reasonable plan administrative expenses of the Plan or allocated to
Plan participants at the instruction of the Employer.
(e) Revenue Received From Investment Options.Neither ICMA-RC nor
the Employer shall retain recordkeeping revenue received directly from
investment options made available under the Plans. ICMA-RC shall be
compensated from fees collected from participant accounts through the
application of the asset-based fee described in Section 6(a). In the event
that any Plan investment options do generate direct recordkeeping revenue
to ICMA-RC, ICMA-RC shall reduce the asset-based fee charged against
the assets invested in the investment option in question by the same
amount, resulting in an outcome that would be similar to the investment
option in question not paying any recordkeeping revenue, after the
administration fee is assessed.
(0 Redemption Fees. Redemption fees imposed by outside mutual funds in
which Plan assets are invested are collected and paid to the mutual fund by
ICMA-RC. ICMA-RC remits 100%of redemption fees back to the
specific mutual fund to which redemption fees apply. These redemption
fees and the individual mutual fund's policy with respect to redemption
fees are specified in the prospectus for the individual mutual fund and
referenced in the Retirement Investment Guide.
(g) Payment Procedures. All payments to ICMA-RC pursuant to this Section
6 shall be paid out of Plan participant accounts pursuant to Sections 6(a)
and 6(b) above to the extent not paid by the Employer. In the event that
the Employer agrees to pay amounts owed pursuant to this Section 6
directly, any amounts unpaid and outstanding after 30 days of invoice to
the Employer shall be withdrawn from Plan assets.
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Plan number 302102
The compensation and payment set forth in this Section 6 are contingent upon the
Employer's use of ICMA-RC's EZLink system for contribution processing and
submitting contribution funds by ACH or wire transfer on a consistent basis over the
term of this Agreement.
The compensation and payment set forth in this Section 6 is further contingent upon
the transfer of all assets of the Plan(s)from the prior recordkeeper(s) for the Plan(s)to
ICMA-RC's administration in the approximate amount of$8.0 million. The transfer
of assets does not include any of the participant assets that are invested in the
Washington State Deferred Compensation Plan. Employer further acknowledges and
agrees that compensation and payment under this Agreement shall be subject to re-
negotiation in the event that there is a material difference between the assets and/or
participants transferred to ICMA-RC and the information provided from the
Employer in the Request for Proposal.
The compensation and payment in this Section 6 will take effect in the calendar
quarterly following receipt of all assets of the Plan's prior recordkeeper and the
receipt of one fully executed copy of this Administrative Services Agreement based
upon the following schedule:
• Assets and Agreement received by February 20—Effective April
• Assets and Agreement received by May 20—Effective July
• Assets and Agreement received by August 20—Effective October
• Assets and Agreement received by December 20—Effective February
7. Contribution Remittance
Employer understands that amounts invested through VantageTrust are to be remitted
directly to VantageTrust in accordance with instructions provided to Employer by ICMA-
RC and are not to be remitted to ICMA-RC. In the event that any check or wire transfer is
incorrectly labeled or transferred to ICMA-RC, ICMA-RC may return it to Employer
with proper instructions.
8. Indemnification/Insurance
(a) ICMA-RC covenants and agrees to indemnify and hold the Employer and
their employees, officials,representatives,volunteers, and agents
harmless, from and against any and all costs, expenses, attorney's fees,
losses, damages, and liabilities incurred or suffered directly or indirectly
from or attributable to any claim for damages arising out of or incident to
the performance or nonperformance of the Agreement by ICMA-RC, or
the acts or omissions of the officers, agents, employees, contractors,
subcontractors, licensees or invitees of ICMA-RC. ICMA-RC expressly
understands and agrees that any insurance protection required of ICMA-
RC, or otherwise provided by ICMA-RC, shall in no way limit the
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Plan number 302102
responsibility to indemnify the Employer as hereinabove provided.
ICMA-RC's obligation to indemnify and hold harmless Employer's
employees or other individuals shall not apply to the extent the applicable
claims involve such persons acting in the capacity as a holder of an
account administered by ICMA-RC.
Employer acknowledges that ICMA-RC is not responsible for investment
performance of any authorized investment options under the Plan. ICMA-
RC also shall not be responsible for any acts or omissions of any person
with respect to the Plan or its related trust, other than ICMA-RC
(including its employees, officers,representatives, and agents) in
connection with the administration of the Plan.
The Employer covenants and agrees to indemnify and hold ICMA-RC and
its employees, officers,representatives, and agents harmless, from and
against any and all costs, expenses, attorney's fees, losses, damages,and
liabilities incurred or suffered directly or indirectly from or attributable to
any claim for damages arising out of or incident to the performance or
nonperformance of the Agreement by the Employer, or the acts or
omissions of the officers, agents, officials and employees of the Employer.
(b) ICMA-RC shall maintain at its own expense without reimbursement from
or compensation by the Employer,during the term of this Agreement,
insurance coverage which will satisfactorily insure against claims and
liabilities which could arise in connection of this Agreement. All policies
required herein are to be on a primary non-contributory basis with respect
to any insurance or self-insurance programs carried or administered by the
Employer except for Professional Liability. The insurance coverage
required is as follows:
A. Commercial General Liability Insurance: ICMA-RC is required to
provide Commercial General Liability(CGL) insurance on an
occurrence form with limits not less than$10,000,000 Combined
Single Limit per Occurrence and $10,000,000 in the Aggregate not
excluding premise operations, independent contractors,products
and completed operations.
B. Errors and Omissions/Professional Liability: $1,000,000
combined single limit per occurrence,unless included in
subsection A. The general aggregate limit shall be $1,000,000.
The insurance shall be maintained in effect during the term of the
contract. If the insurance is written on a claims-made form,
ICMA-RC shall provide insurance for a period of two years after
final payment of this Agreement. The policy(s) shall evidence a
retroactive date,no later than the beginning of this Agreement.
C. Fidelity Bond: ICMA-RC agrees to maintain a fidelity bond of not
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Plan number 302102
less than $10,000,000 per single incident protecting against ICMA-
RC employee dishonesty and embezzlement.
D. Commercial general/automobile liability insurance shall not be less
than $1,000,000 combined single limit bodily injury and property
damage per occurrence.
E. Worker's compensation and employer's liability insurance shall be
provided for all employees who work in Washington,per
Washington State Statutes,and who are performing work under
this Agreement.
F. Certificate(s)of insurance as described in this section shall be
provided by ICMA-RC or their insurance companies or their
agents. The City shall be named as an additional insured on the
policies specified in paragraph A for the work specified in this
Agreement. Certificates of insurance, acceptable in form and
content,will be delivered to:
City of Auburn
Human Resources and Risk Management Department
25 West Main St
Auburn, WA 98001
G. There shall be no cancellation or material change of the insurance
coverage, or intent not to renew the insurance coverage as
specified in this Agreement,without ten(10)days prior written
notice to the Employer in the case of non-payment of premium or
thirty (30)days prior written notice to the Employer for all other
changes or cancellation reasons. Notice of cancellation,material
change in coverage, or intent not to renew will be delivered to the
address designated in paragraph F of this section. Cancellation or
material change in issuance coverage without written authorization
by the City is a material breach of this Agreement, and subjects
this Agreement to termination for cause.
H. Upon renewal or change in policies during this Agreement,
certificates of insurance shall be delivered to the address
designated in paragraph F of this section.
9. Term
This Agreement shall be in effect and commence on the date all parties have signed and
executed this Agreement("Inception Date"). The term of this Agreement will commence
on the Inception Date and extend five years from the date of completion and
reconciliation of the transition of assets of the Plan from the prior record keeper to
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Plan number 302102
ICMA-RC. This Agreement will be renewed automatically for each succeeding year
unless written notice of termination is provided by either party to the other no less than
60 days before the end of such Agreement year. The Employer understands and
acknowledges that, in the event the Employer terminates this Agreement (or replaces the
VT PLUS Fund as an investment option in its investment line-up), ICMA-RC retains full
discretion to release Plan assets invested in the VT PLUS Fund in an orderly manner over
a period of up to 12 months from the date ICMA-RC receives written notification from
the Employer that it has made a final and binding selection of a replacement for ICMA-
RC as administrator of the Plan (or a replacement investment option for the VT PLUS
Fund).
10. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by
Employer and ICMA-RC.
(b)ICMA-RC may modify this agreement by providing 60 days' advance written
notice to the Employer prior to the effective date of such proposed
modification. Such modification shall become effective unless,within
the 60-day notice period,the Employer notifies ICMA-RC in writing that
it objects to such modification. The foregoing permission to modify shall
not apply to (a)the general scope of services, (b)the compensation terms,
(c)the duration of the Agreement, or(d)the insurance or indemnification
provisions
(c) The parties agree that enhancements may be made to administrative and
operations services under this Agreement. The Employer will be notified
of enhancements through the Employer Bulletin, quarterly statements,
electronic messages or special mailings. Likewise, if there are any
reductions in fees,these will be announced through the Employer Bulletin,
quarterly statement, electronic messages or special mailing.
11. Notices
All notices required to be delivered under this Agreement shall be in writing and shall be
delivered, mailed, e-mailed or faxed to the location of the relevant party set forth below
or to such other address or to the attention of such other persons as such party may
hereafter specify by notice to the other party.
ICMA-RC Legal Department, ICMA Retirement Corporation, 777
North Capitol Street,N.E., Suite 600, Washington,D.C., 20002-4240
Facsimile; (202) 962-4601
Employer: at the office set forth in the first paragraph hereof, or to any
other address, facsimile number or e-mail address designated by the
Employer to receive the same by written notice similarly given.
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Plan number 302102
Each such notice, request or other communication shall be effective: (i) if given by
facsimile, when transmitted to the applicable facsimile number and there is appropriate
confirmation of receipt; (ii) if given by mail or e-mail, upon transmission to the
designated address with no indication that such address is invalid or incorrect; or (iii) if
given by any other means,when actually delivered at the aforesaid address.
12. Complete Agreement
This Agreement shall constitute the complete and full understanding and sole agreement
between ICMA-RC and Employer relating to the object of this Agreement and correctly
sets forth the complete rights,duties and obligations of each party to the other as of its
date. This Agreement supersedes all written and oral agreements,communications or
negotiations among the parties. Any prior agreements,promises, negotiations or
representations, verbal or otherwise, not expressly set forth in this Agreement are of no
force and effect.
13. Titles
The headings of Sections of this Agreement and the headings for each of the attached
schedules are for convenience only and do not define or limit the contents thereof.
14. Incorporation of Schedules
All Schedules(and any subsequent amendments thereto), attached hereto, and referenced
herein, are hereby incorporated within this Agreement as if set forth fully herein.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington, applicable to contracts made in that jurisdiction without reference to
its conflicts of laws provisions.
16. Legal
Neither ICMA-RC nor its counsel can provide the Employer or the Committee with legal
or tax advice. Subject to the foregoing ICMA-RC will:
a) To the extent the Employer adopts the ICMA-RC model 457 deferred
compensation plan document,provide appropriate personnel,to assist the
Committee in: (i)maintaining the Plan; (ii)updating the Plan document,
including amendments thereto,and any attendant agreements; and (iii)
securing all required approvals of the Plan from federal government
agencies, if applicable.
b) Act as a resource for questions regarding Plan design,regulatory and other
ongoing issues.
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Plan number 302102
c) Keep the Committee/Employer informed on changes forthcoming in
legislation affecting or relating to the Plan and any other matter which
could materially impact on the Plan.
d) Prepare and file any required IRS documentation with respect to
disbursements from the Plan, including forms 1099-R.
17. Standard of Performance
ICMA-RC will serve the Employer and the Plan as a nondiscretionary provider of
bundled administrative and record keeping services and will not be exercising any
discretionary control or authority over the Plan or Plan assets. ICMA-RC holds itself out
as possessing greater knowledge and skill than the average person with respect to Plan
Services and shall perform all Plan Services for the Employer as professionals in defined
contribution/deferred compensation administration and recordkeeping. As a
nondiscretionary provider, ICMA-RC is not a plan fiduciary,but will adhere to the
prudent man standard of care and will follow industry standards and exercise proper due
diligence in performing Plan Services.
ICMA-RC must assure that all Plan Services that require the exercise of professional
skills or judgment are accomplished by professionals qualified and competent in the
applicable discipline and appropriately licensed, if required by law. ICMA-RC will
provide copies of any such licenses upon request. ICMA-RC remains responsible for the
professional and technical accuracy of all Plan Services or Deliverables furnished,
whether by ICMA-RC or others on its behalf. All Deliverables must be prepared in a
form and content satisfactory to the Employer and delivered in a timely manner
consistent with the requirements of this Agreement.
If ICMA-RC fails to comply with the foregoing standards,ICMA-RC must perform
again, at its own expense, all Plan Services required to be re-performed as a direct or
indirect result of that failure. Any review, approval, acceptances or payment for any of
the Plan Services by the Employer does not relieve ICMA-RC of its responsibility for the
professional skill and care and technical accuracy of its Plan Services and Deliverables.
This provision in no way limits the Employer's rights against ICMA-RC either under this
Agreement, at law or in equity.
(a) Personnel
1. Adequate Staffing
ICMA-RC must, upon receiving a fully executed copy of this
Agreement, assign and maintain during the term of this Agreement
and any extension of it an adequate staff of competent personnel
that is fully equipped, licensed as appropriate, available as needed,
qualified and assigned to perform the Plan Services. ICMA-RC
must include among its staff the Key Personnel and positions as
identified below.Any revisions to staffing will not fall below
minimum required levels as outlined in the Agreement unless prior
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Plan number 302102
approval is granted by the Employer. If the Employer fails to
object to the revision within thirty (30)days after receiving the
notice,then the revision will be considered accepted by the
Employer.
2. Key Personnel
ICMA-RC will not reassign or replace Key Personnel without the
prior consultation with the Employer. "Key Personnel" means
those job titles and the persons assigned to those positions in
accordance with the provisions of this Section 17(a). The
Employer may at any time in writing notify ICMA-RC that the
Employer will no longer accept performance of Services under this
Agreement by one or more Key Personnel listed. Upon that notice
ICMA-RC will immediately suspend the services of the key person
or persons and will consult with the Employer with regard to
appropriate remedies.
(b). Document Disaster Recovery Plan/Data Processing Center
ICMA-RC shall maintain the security and availability of all client data.
ICMA-RC's will maintain a contracted data storage and disaster recovery
facility certified to federal (National Archives and Records Administration
and Department of Defense) standards for physical security and be up to
the most stringent industry standard for infrastructure resiliency. ICMA-
RC's recovery network shall be engineered to eliminate single points of
failure and assure continuous,robust connectivity for participant access at
all times.
(c). Loss of Power/Natural Disaster
ICMA-RC will maintain sufficient resources to power ICMA-RC's
building in the event of an interruption of electrical-utility service.
ICMA-RC's disaster recovery plan is designed to ensure the reconstruction
of participant records and the uninterrupted flow of reports and
information to the Employer, Committee,Participants,and investment
providers in the event that primary electronic data processing records are
lost or damaged. To the extent feasible,records will be restored within 48
hours of a disaster.
14
Plan number 302102
In Witness Whereof,the parties hereto certify that they have read and understand this
Agreement and all Schedules attached hereto and have caused this Agreement to be
executed by their duly authorized officers as of the Inception Date first above written.
CITY OF AUBURN
By � 'g'V
Signat .9 ate
By CV- -( k ,`,�C A/Ak..5 \c'c\Q Llo C
Name and Title (Please Print)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
_....________
By /�!�'a
Erica McFarquhar
Assistant Secretary
Please return an executed copy of' e Agreement either
(a)Electronically to PlanAdoptionServicesna icmarc.org,or
(b)In paper form to ICMA-RC
ATTN:PLAN ADOPTION SERVICES
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
15
Plan number 302102
Exhibit A
Administrative Services
The administrative services to be performed by ICMA-RC under this Agreement shall be
as follows:
(a) Participant enrollment services,including providing a welcome package and
enrollment kit containing instructions and notices necessary to implement
the Plan's administration. Employees will enroll online or through a paper
form. ICMA-RC will provide an enrollment link through the general
ICMA-RC web site. Employer will also make available the online
enrollment link in their Intranet site or via email to new
employees. Employer can also enroll employees through EZLink.
(b) Establishment of participant accounts for each employee participating in the
Plan for whom ICMA-RC receives appropriate enrollment instructions.
ICMA-RC is not responsible for determining if such Plan participants are
eligible under the terms of the Plan.
(c) Allocation in accordance with participant directions received in good
order of individual participant accounts to investment funds offered under
the Plan.
(d) Maintenance of individual accounts for participants reflecting amounts
deferred, income, gain or loss credited, and amounts distributed as
benefits.
(e) Maintenance of records for all participants for whom participant accounts
have been established. These files shall include enrollment instructions
(provided to ICMA-RC through Account Access or EZLink),beneficiary
designation instructions and all other and documents concerning each
participant's account.
(f) Provision of periodic reports to the Employer through EZLink.
Participants will have access to account information through Investor
Services,Voice Response System,Account Access and through quarterly
statements that can be delivered electronically through Account Access or
by postal service.
(g) Communication to participants of information regarding their rights and
elections under the Plan.
(h) Making available Investor Services Representatives through a toll-free
telephone number from 8:30 a.m.to 9:00 p.m. Eastern Time, Monday
through Friday (excluding holidays and days on which the securities
markets or ICMA-RC are closed for business (including emergency
closings),to assist participants.
(i) Making available access to ICMA-RC's web site,to allow participants to
access certain account information and initiate plan transactions at any
16
Plan number 302102
time.Account access is normally available 24 hours a day, seven days a
week except during scheduled maintenance periods designed to
ensure high-quality performance. The scheduled maintenance window is
outlined at https://harperl.icmarc.org/login.jsp
(j) Distribution of benefits as agent for the Employer in accordance with
terms of the Plan. Participants who have separated from service can
request distributions through Account Access or via form.
(k) Upon approval by the Employer that a domestic relations order is an
acceptable qualified domestic relations order under the terms of the Plan,
ICMA-RC will establish a separate account record for the alternate payee
and provide for the investment and distribution of assets held there under.
(m) Guided Pathways—Participant Advice and Guidance may be made
available through a third party vendor on the terms specified on ICMA-
RC's website.
(n) ICMA-RC will determine appropriate delivery method(electronic and/or
print) for plan sponsor/participant communications and education based on
a number of factors(audience,effectiveness, etc.).
(o) ICMA-RC will separately agree on the steps for the conversion process:
(p) ICMA-RC will make available ten(10)full days of on-site service for the
Employer's employees. These may include both group sessions and
individual meetings as directed by the Employer. Eight(8)full days will
be provided by our Retirement Plans Specialist,two (2) full days by a
CERTIFIED FINANCIAL PLANNERTM professional .
17