1991/08/13 City Council Resolution (14)RESOLUTION NO. 91- 164
RESOLUTION OF THE COUNCIL OF THE CITY OF ROHNERT PARR
ESTABLISHING ICMA RETIREMENT CORPORATION AS CO- ADMINISTRATOR
OF THE CITY OF ROHNERT PARR DEFERRED COMPENSATION PLAN
WHEREAS, the City of Rohnert Park has had a Section 457
Deferred Compensation Plan in effect for many years; and
WHEREAS, said Plan has always had Great Western Bank as sole
administrator; and
WHEREAS, ICMA Retirement Corporation has submitted a proposal
for a deferred compensation plan which will compliment the current
plan offered by Great Western Bank; and
WHEREAS, the City of Rohnert Park desires that the investment
of funds held under its deferred compensation plan be co-
administered by the ICMA Retirement Corporation, and that such
funds be held by the ICMA Retirement Trust, a trust established by
public employers for the collective investment of funds held under
their deferred compensation plans and money purchase retirement
plans.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of
Rohnert Park that the City of Rohnert Park hereby adopts the
deferred compensation plan attached hereto as Appendix "A ".
BE IT FURTHER RESOLVED that the ICMA Retirement Corporation is
hereby appointed to serve as co- administrator of the City's
Deferred Compensation Plan.
BE IT FURTHER RESOLVED that the City of Rohnert Park hereby
executes the Declaration of Trust of the ICMA Retirement
Corporation, attached hereto as appendix "B ", and the
Administrative Services Agreement, attached hereto as appendix "C ".
BE IT FURTHER RESOLVED that the Finance Director shall be the
coordinator for this program and shall receive necessary reports,
notices, etc. from the ICMA Retirement Corporation or the ICMA
Retirement Trust, and shall cast, on behalf of the City, any
required votes under the program.
DULY AND REGULARLY ADOPTED this 13th day of August, 1991.
CITY OF ROHNERT PARR
CITY
*I
U R
Mayor
ATTEST ?, Ilk
HOLLINGSWORTH AYE HOPKINS AB S E hbLLy AYE SPIRO AYE ECK AYE
y City , _-
''=e� .�° AYES: 4 NOES: .___0 ABSENT 1 ABSTAIN 0
DEFERRED COMPENSATION PLAN
CITY OF l, e 1,t
(Empbyer)
ARTICLE I. INTRODUCTION
The Employer hereby establishes the Employer's Deferred
Compensation Plan, hereinafter referred to as the "Plan."
The Plan consists of the provisions set forth in this document.
The primary purpose of this Plan is to provide retirement
income and other deferred benefits to the Employees of the
Employer in accordance with the provisions of Section 457 of
the Internal Revenue Code of 1986, as amended (the "Code ").
This Plan shall be an agreement solely between the
Employer and participating Employees.
ARTICLE II. DEFINITIONS
Section 2.01 Account: The bookkeeping account
maintained for each Participant reflecting the cu-
mulative amount of the Participant's Deferred Com-
pensation, including any income, gains, losses, or
increases or decreases in market value attributable
to the Employer's investment of the Participant's
Deferred Compensation, and further reflecting any
distributions to the Participant or the Participant's
Beneficiary and any fees or expenses charged
against such Participant's Deferred Compensation.
Section 2.02 Administrator: The person or persons
named to carry out certain no nd iscretio nary ad-
ministrative functions underthe Plan, as hereinafter
described. The Employer may remove any person
as Administrator upon 60 days' advance notice in
writing to such person, in which case the Employer
shall name another person or persons to act as
Administrator. The Administrator may resign upon
60 days' advance notice in writing to the Employer,
in which case the Employer shall name another
person or persons to act as Administrator.
Section 2.03 Beneficiary: The person or persons desig-
nated by the Participant in his Joinder Agreement
who shall receive any benefits payable hereunder in
the event of the Participant's death. In the event that
the Participant names two or more Beneficiaries,
each Beneficiary shall be entitled to equal shares of
the benefits payable at the Participant's death, un-
less otherwise provided in the Participant's Joinder
Agreement. If no beneficiary is designated in the
Joinder Agreement, if the Designated Beneficiary
predeceases the Participant, or if the designated
Beneficiary does not survive the Participant for a
period of fifteen (15) days, then the estate of the
Participant shall be the Beneficiary.
Section 2.04 Deferred Compensation: The amount of
Normal Compensation otherwise payable to the
Participant which the Participant and the Employer
mutually agree to defer hereunder, any amount
credited to a Participant's Account by reason of a
transfer under section 6.03, or any other amount
whichthe Employer agrees tocreditto aParticipant's
Account.
Section 2.05 Employee: Any individual who provides
services for the Employer, whether as an employee
of the Employer or as an independent contractor,
10/89
and who has been designated by the Employer as
eligible to participate in the Plan.
Section 2.06 includible Compensation: The amount of
an Employee's compensation from the Employerfor
a taxable year that is attributable to services per-
formed for the Employer and that is includible in the
Employee's gross income for the taxable year for
federal income tax purposes; such term does not
include any amount excludable from gross income
under this Plan or any other plan described in
Section 457(b) of the Code or any other amount
excludable from gross income for federal income tax
purposes. Includible Compensation shall be deter-
mined without regard to any community property
laws.
Section 2.07 Joinder Agreement: An agreement en-
tered into between an Employee and the Employer,
including any amendments or modifications thereof.
Such agreement shall fix the amount of Deferred
Compensation, specify a preference among the
investment alternatives designated by the Employer,
designate the Employee's Beneficiary or Beneficia-
ries, and incorporate the terms, conditions, and
provisions of the Plan by reference.
Section 2.08 Normal Compensation: The amount of
compensation which would be payable to a Partici-
pant by the Employer for a taxable year if no Joinder
Agreement were in effect to defer compensation
under this Plan.
Section 2.09 Normal Retirement Age: Age 70 -1/2, un-
less the Participant has elected an alternate Normal
Retirement Age by written instrument delivered to
the Administrator prior to Separation from Service.
A Participant's Normal Retirement Age determines
the period during which a Participant may utilize the
catch -up limitation of Section 5.02 hereunder. Once
a Participant has to any extent utilized the catch -up
limitation of Section 5.02, his Normal Retirement
age may not be changed.
A Participant's alternate Normal Retirement Age
may not be earlier than the earliest date that the
Participant will become eligible to retire and receive
unreduced retirement benefits underthe Employer's
basic retirement plan covering the Participant and
may not be later than the date the Participant will
attain age 70 -1/2. If a Participant continues employ-
ment after attaining age 70-1/2, not having previ-
ously elected an alternate Normal Retirement Age,
the Participant's alternate Normal Retirement Age
shall not be laterthan the mandatory retirement age,
if any, established by the Employer, or the age at
which the Participant actually separates from ser-
vice if the Employer has no mandatory retirement
age. If the Participant will not become eligible to
receive benefits under a basic retirement plan
maintained by the Employer, the Participant's after -
nate Normal Retirement Age may not be eariierthan
age 55 and may not be later than age 70-1/2.
Section 2.10 Participant: Any Employee who has joined
the Plan pursuant to the requirements of Article IV.
Deferred
CITY OF
(EMPLOYER)
transfer, to confirm that such plan is an eligible
deferred compensation plan within the meaning of
Section 457 of the Code, and to assure that transfers
are provided for under such plan. The Employer
may refuse to accept a transfer in the form of assets
other than cash, unless the Employer and the
Administrator agree to hold such other assets under
the Plan. Any such transPJrrt;J amoer3t siiaii not be
treated as a deferral suoiect to the Limitations of
Article V, except that, for purposes of applying the
limitations of Sections 5.01 and 5.02, an amount
deferred during any taxable year under the plan
from which the transfer is accepted shall be treated
as if it has been deferred underthis Plan during such
taxable year and compensation paid by the transferor
employer shall be treated as if it had been paid by the
Employer.
(b) Outgoing Transfers: An amount may be trans-
ferred to an eligible deferred compensation plan
maintained by another employer, and charged to a
Participant's Account under this Plan, if (i) the Par-
ticipant has separated from service with the Em-
ployer and become an employee of the other em-
ployer, (ii) the other employer's plan provides that
such transfer will be accepted, and (iii) the Partici-
pant and the employers have signed such agree-
ments as are necessaryto assure thatthe Employer's
liability to pay benefits to the Participant has been
discharged and assumed by the other employer.
The Employer may require such documentation
from the other plan as it deems necessary to effec-
tuate the transfer, to confirm that such plan is an
eligible deferred compensation plan within the
meaning of section 457 of the Code, and to assure
that transfers are provided for under such plan.
Such transfers shall be made only under such
circumstances as are permitted under section 457
of the Code and the regulations thereunder.
Section 6.04 Employer Liability: In no event shall the
Employer's liability to pay benefits to a Participant
under Article VI exceed the value of the amounts
credited to the Participant's Account; the Employer
shall not be liable for losses arising from deprecia-
tion or shrinkage in the value of any investments
acquired under this Plan.
ARTICLE VII. BENEFITS
Section 7.01 Retirement Benefits and Election on
Separation from Service: Except as otherwise
provided in this Article VII, the distribution of a
Participant's Account shall commence as of April 1
of the calendar year after the Plan Year of the
Participant's Retirement, and the distribution of such
Retirement benefits shall be made in accordance
with one of the payment options described in Sec-
tion 7.02. Notwithstanding the foregoing, the Partici-
pant may irrevocably elect within 60 days following
Separation from Service to have the distribution of
benefits commence on afixed or determinable date
other than that described in the preceding sentence
which is at least 60 days after the date such election
is delivered in writing to the Employer and forwarded
to the Administrator, but not later than April 1 of the
year following the year of the Participant's Retire-
ment or attainment of age 70-1/2, whichever is later.
Section 7.02 Payment Options: As provided in Sections
7.01, 7.04, and 7.05, a Participant or Beneficiary
may elect to have the value of the Participant's
Account distributed in accordance with one of the
following payment options, provided that such op-
tion is consistent with the limitations set forth in
Section 7.03:
(a) Equal monthly, quarterly, semi - annual or annual
payments in an amount chosen by the Participant,
continuing until his Account is exhausted;
(b) One lump -sum payment;
(c) Approximately equal monthly, quarterly, semi-
annual or annual payments, calculated to
continue for a period certain chosen by the
Participant.
(d) Annual Payments equal to the minimum
distributions required under Section 401(a)(9) of
the Code over the life expectancy of the
Participant or over the rife expectancies of the
Participant and his Beneficiary.
(e) Payments equal to payments made by the issuer
of a retirement annuity policy acquired by the
Employer.
(f) Any other payment option elected by the
Participant and agreed to by the Employer and
Administrator, provided that such option must
provide for substantially non increasing payments
for any period after the latest benefit
commencement date under Section 7.01.
A Participant's or Beneficiary's election of a
payment option must be made at least 30 days
before the payment of benefits is to commence.
If a Participant or Beneficiary fails to make a
timely election of a payment option, benefits
shall be paid monthly under option (c) above for
a period of five years.
Section 7.03 Limitation on Options: No payment option
may be selected by a Participant or Beneficiary
under Sections 7.02, 7.04, or 7.05 unless it satisfies
the requirements of Sections 401(a)(9) and 457(d)(2)
of the Code, including that payments commencing
before the death of the Participant shall satisfy the
incidental death benefits requirement underSection
457(d)(2)(B)(i)(1). Unless otherwise elected by the
Participant, all determinations under Section
401(a)(9) shall be made without recalculation of life
expectancies.
Section 7.04 Post- retirement Death Benefits: (a) Should
the Participant die after he has begun to receive
benefits under a payment option, the remaining
payments, if any, underthe payment option shall be
payable to the Participant's Beneficiary commenc-
ing within the 30 -day period commencing with the
61st day after the Participant's death, unless the
Beneficiary elects payment under a different pay-
ment option that is available under Section 7.02
within 60 days of the Participant's death. Any different
payment option elected by a Beneficiary under this
section must provide for payments at a rate that is at
least as rapid as under the payment option that was
applicable to the Participant. In no event shall the
Employer or Administrator be liable tothe Beneficiary
for the amount of any payment made in the name of
the Participant before the Administrator receives
proof of death of the Participant.
(b) If the designated Beneficiary does not continue
to live for the remaining period of payments under
the payment option, then the commuted value of any
remaining payments under the payment option shall
last known mailing address, and (iii) the Participant ARTICLE X. AMENDMENT OR TERMINATION OF PLAN
W h d'
fails to obtain an order of t e court In t e procee ing
relieving the Employer or Administrator from the
obligation to comply with the judgment, decree; or
order.
(c) Participation in Legal Proceedings: The Em-
-!oyer and Adminisstratcr shall not L-c ob!;g tcd tc
defend against or set aside any judgment; decree,
or order described in paragraph (a) or any legal
order relating to the garnishment of a Participant's
benefits, unlessthe full expense of such legal action
is borne by the Participant. In the event that the
Participant's action (or inaction) nonetheless causes
the Employer or Administratorto incur such expense,
the amount of the expense may be charged against
the Participant's Account and thereby reduce the
Employer's obligation to pay benefits to the Partici-
pant. In the course of any proceeding relating to
divorce, separation, or child support, the Employer
and Administrator shall be authorized to disclose
information relating to the Participant's Account to
the Participant's spouse, former spouse, or child
(including the legal representatives of the spouse,
former spouse, or child), or to a court.
ARTICLE IX. RELATIONSHIP TO OTHER PLANS AND
EMPLOYMENT AGREEMENTS
The Employer may at any time amend this Plan provided
that it transmits such amendment in writing to the Administra-
tor at least 30 days prior to the effective date of the amend-
ment. The consent of the Administrator shall not be required
in order for such amendment to become effective, but the
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-- acr `'at+?r= Sh�FiY���fi-i�Ttt�io auvirwwniinueacuiig-
as Administrator he aunder H it disapproves of such amend-
ment. The Employer may at any time terminate this Plan.
The Administrator may at any time propose an amend-
ment to the Plan by an instrument in writing transmitted to the
Employer at least 30 days before the effective date of the
amendment. Such amendment shall become effective un-
less, within such 30-day period, the Employer notifies the
Administrator in writing that it disapproves such amendment,
in which case such amendment shall not become effective.
In the event of such disapproval, the Administrator shall be
under no obligation to continue acting as Administrator
hereunder. If this Plan document constitutes an amendment
and restatement of the Plan as previously adopted by the
Employer, the amendments contained herein shall become
effective on January 1, 1989, and the terms of the preceding
Plan document shall remain in effect through December 31,
1988.
Except as may be required to maintain the status of the
Plan as an eligible deferred compensation plan underSection
457 of the Code or to comply with other applicable laws, no
This plan serves in addition to any other retirement, h II d'
pension, or benefit plan or system presently in existence or
hereinafter established for the benefit of the Employer's
employees, and participation hereunder shall not affect
benefits receivable under any such plan or system. Nothing
contained in this Plan shall be deemed to constitute an
employment contract or agreement between any Participant
and the Employer or to give any Participant the right to be
retained in the employ of the Employer. Nor shall anything
herein be construed to modify the terms of any employment
contract or agreement between a Participant and the Em-
ployer.
amendment or termination of the Plan s a hest any
Participant of any rights with respect to compensation de-
ferred before the date of the amendment or termination.
ARTICLE XI. APPLICABLE LAW
This Plan shall be construed under the laws of the state
where the Employer is located and is established with the
intent that it meet the requirements of an "eligible deferred
compensation plan" under Section 457 of the Code, as
amended. The provisions of this Plan shall be interpreted
wherever possible in conformity with the requirements of that
section.
ARTICLE XII. GENDER AND NUMBER
The masculine pronoun, whenever used herein, shall
include the feminine pronoun, and the singular shall include
the plural, except where the context requires otherwise.
u
ration o
rust o
etirement
oration
for a term of three years and until his or her successor
is elected and qualified.
Section 3.3 Nominations: The Trustees who are full -time
employees of Public Employers shall serve as the
Nominating Committee for the Public Employee
Trustees. The Nominating Committee shall choose
candidates for Public Employee Trustees in accor-
dance with the procedures settorth in ine by -Laws.
Section 3.4 Resignation and Removal: (a) Any Trustee
may resign as Trustee (without need for prior or
subsequent accounting) by an instrument in writing
signed by the Trustee and delivered to the other
Trustees and such resignation shall be effective upon
such delivery, or at a later date according to the terms
of the instrument. Any of the Trustees may be re-
moved for cause, by a vote of a majority of the Public
Employers. (b) Each Public Employee Trustee shall
resign his or her position as Trustee within sixty days
of the date on which he or she ceases to be a full -time
employee of a Public Employer.
Section 3.5 Vacancies: The term of office of a Trustee
shall terminate and a vacancy shall occur in the event
of the death, resignation, removal, adjudicated incom-
petence orotherincapacit to perform the duties of the
office of a Trustee. In the case of a vacancy, the
remaining Trustees shall appoint such person as they
in theirdiscretion shall see fit (subject to the limitations
set forth in this Section), to serve for the unexpired
portion of the term of the Trustee who has resigned or
otherwise ceased to be a Trustee. The appointment
shall be made by a written instrument signed by a
majority of the Trustees. The person appointed must
be the same type of Trustee (i.e., Public Employee
Trustee or ICMA/RC Trustee) as the person who has
ceased to be a Trustee. An appointment of a Trustee
may be made in anticipation of a vacancy to occur at
a later date by reason of retirement or resignation,
provided that such appointment shall not become
effective prior to such retirement or resignation.
Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled as provided in this
Section 3.5, the Trustees in office, regardless of their
number, shall have all the powers granted to the
Trustees and shall discharge all the duties imposed
upon the Trustees by this Declaration. A written
instrument certifying the existence of such vacancy
signed by a majority of the Trustees shall be conclu-
sive evidence of the existence of such vacancy.
Section 3.6 Trustees Serve in Representative Capacity:
By executing this Declaration, each Public Employer
agrees that the Public Employee Trustees elected by
the Public Employers are authorized to act as agents
and representatives of the Public Employers collec-
tively.
ARTICLE IV. POWERS OF TRUSTEES
Section 4.1 General Powers: The Trustees shall have the
powerto conductthe business of the Trust and to carry
on its operations. Such power shall include, but shall
not be limited to, the power to:
(a) receive the Trust Property from the Public
Employers, Public Employer Trustees or other
Trustee of any Employer Trust;
(b) enter into a contract with an Investment Adviser
providing, among other things, for the
establishment and operation of the Portfolios,
selection of the Guaranteed Investment Contracts
in which the Trust Property may be invested,
selection of the other investments for the Trust
Property and the payment of reasonable fees to
the Investment Adviser and to any sub - investment
adviser retained by the Investment Adviser;
(c) review annually the performance of the Investment
Adviser and approve annually the contract with
such Investment Adviser;
(d) invest and reinvest the Trust Property in the
Portfolios, the Guaranteed Interest Contracts and
in any other investment recommended by the
Investment Adviser, but not including securities
issued by Public Employers, provided that if a
Public Employer has directed that its monies be
invested in specified Portfolios or in a Guaranteed
Retirement T rust sha!l nine in
accordance with such directions;
(e) keep such portion of the Trust Property in cash or
cash balances as the Trustees, from time to time,
may deem to be in the best interest of the
Retirement Trust created hereby without liability
for interest thereon;
(f) accept and retain for such time as they may deem
advisable any securities or other property received
or acquired by them as Trustees hereunder,
whether or not such securities or other property
would normally be purchased as investment
hereunder;
(g) cause any securities or other property held as part
of the Trust Property to be registered in the name
of the Retirement Trust or in the name of a nominee,
andto hold any investments in bearerfrom, butthe
books and records of the Trustees shall at all times
show that all such investments are a part of the
Trust Property;
(h) make, execute, acknowledge, and deliver any and
all documents of transfer and conveyance and any
and all other instruments that maybe necessary or
appropriate to carry out the powers herein granted;
(I) vote upon any stock, bonds, or other securities;
give general or special proxies or powers of attorney
with or without power of substitution; exercise any
conversion Privileges, subscription rights, or other
options, and make any payments incidental thereto;
oppose, or consent to, or otherwise participate in,
corporate reorganizations or to other changes
affecting corporate securities, and delegate
discretionary powers and pay any assessments or
charges in connection therewith; and generally
exercise any of the powers of an owner with
respect to stocks, bonds, securities or other
property held as part of the Trust Property;
(j) enter into contracts or arrangements for goods or
services required in connection with the operation
of the Retirement Trust, including, but not limited
to, contracts with custodians and contracts for the
provision of administrative services;
(k) borrow or raise money for the purposes of the
Retirement Trust in such amount, and upon such
terms and conditions, as the Trustees shall deem
advisable, provided that the aggregate amount of
such borrowings shall not exceed 30% of the
value of the Trust Property. No person lending
money to the Trustees shall be bound to see the
application of the money lent or to inquire into its
validity, expediency or propriety or any such
borrowing;
(1) incur reasonable expenses as required for the
operation of the Retirement Trust and deduct such
expenses from of the Trust Property;
(m) pay expenses properly allocable to the Trust
Property incurred in connection with the Deferred
Compensation Plans, Qualified Plans, or the
Employer Trusts and deduct such expenses from
the portion of the Trust Property to whom such
expenses are properly allocable;
(n) pay out of the Trust Property all real and personal
property taxes, income taxes and other taxes of
any and all kinds which, in the opinion of the
Trustees, are properly levied, or assessed under
existing or future laws upon, or in respect of, the
ICMA
RETIREMENT
CORPORATION
ADMINISTRATIVE SERVICES AGREEMENT
Type: 457
Account Number:
ICMA
RETIREMENT
CORPORATION
ADMINISTRATIVE SERVICES AGREEMENT
T "'- aaoiiiot t i i auG cl ui the/) -da of / `�'=�• �"•
y , Y uj , I99I, 0ierein referreU CC7
as the 'Inception Date "), between The International City Management Association
Retirement Corporation ( "RC "), a nonprofit corporation organized and existing under the
laws of the State of Delaware; and the the City of Rohnert Park ( "Employer ") a City
organized and existing under the laws of the State of California with an office at 4W 6jbc,
E- ae�prtse Drive, P.O. Box 1489, Rohnert Park, California 94927 -1489.
Recitals
Employer acts as a public plan sponsor for a retirement plan ( "Plan ") with
responsibility to obtain the best possible investment alternatives and services for
employees participating in that Plan;
The ICMA Retirement Trust (the "Trust ") is a common law trust governed by
an elected Board of Trustees for the commingled investment of retirement funds held by
state and local governmental units for their employees;
RC acts as investment adviser to the Trust; RC has designed, and the Trust
offers, a series of separate funds for the investment of plan assets including a growth
stock fund, an S &P index fund, a balanced fund, a medium -term bond fund, an enhanced
short-term bond fund, and a fund which invests in guarantee- backed investment
contracts; these funds, (collectively, the "Funds ") are available only to public employers
and only through the Trust and RC.
In addition to serving as investment adviser to the Trust, RC provides a
complete offering of services to public employers for the operation of employee retirement
plans including, but not limited to, communications concerning investment alternatives,
account maintenance, account record - keeping, investment and tax reporting, form
processing, benefit disbursement and asset management.
-2-
Agreements
1. Appointment of RC
ICMA
RETIREMENT
CORPORATION
Employer hereby designates RC as Administrator of the Plan to perform all
non - discretionary functions necessary for the administration of the Plan with respect to
assets in the Plan deposited with the Trust. The functions to be performed by RC
include:
(a) allocation in accordance with participant direction of individual
accounts to investment Funds offered by the Trust;
(b) maintenance of individual accounts for participants reflecting amounts
deferred, income, gain, or loss credited, and amounts disbursed as benefits;
(c) provision of periodic reports to the Employer and participants of the
status of Plan investments and individual accounts;
(d) communication to participants of information regarding their rights
and elections under the Plan; and
(e) disbursement of benefits as agent for the Employer in accordance
with terms of the Plan.
2. Adoption of Trust
Employer adopts the Declaration of Trust of the ICMA Retirement Trust and
agrees to the commingled investment of assets of the Plan within the Trust. Employer
agrees that operation of the Plan and investment, management and disbursement of
amounts deposited in the Trust 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. It is understood that
the term "Employer Trust" as it is used in the Declaration of Trust shall mean this
Administrative Services Agreeement.
3. Employer Duty to Furnish Information
Employer agrees to furnish to RC on a timely basis such information as is
necessary for RC to carry out its respon- sibilities as Administrator of the Plan, including
information needed to allocate individual participant accounts to Funds in the Trust, and
information as to the employment status of participants, and participant ages, addresses
and other identifying information (including tax identification numbers). RC shall be
entitled to rely upon the accuracy of any information that is furnished to it by a
-3-
ICMA
RETIREMENT
CORPORATION
responsible official of the Employer or any information relating to an individual participant
or beneficiary that is furnished by such participant or beneficiary, and RC shall not be
responsible for any error arising from its reliance on such information. If within ninety (90)
dugs uf:cr the. mailing- of G� �y rcNOi; 3taiaf i i�r ii �i a cc�tir�iirig u ii le Crrlpsuyer or a
participant, the Employer or participant has not notified RC in writing of any error or
objection, such report, statement, or accounting shall be deemed to have been accepted
by the Employer and the participants.
4. Certain Representations, Warranties, and Covenants
RC represents and warrants to Employer that:
(a) 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
RC to serve as investment adviser to the Trust is dependent upon the continued
willingness of the Trust for RC to serve in that capacity.
(b) RC is an investment adviser registered as such with the Securities
and Exchange Commission under the Investment Advisers Act of 1940, as amended.
ICMA -RC Services, Inc. (a wholly owned subsidiary of RC) is registered as a broker -
dealer with the Securities and Exchange Commission (SEC) and is a member in good
standing of the National Association of Securities Dealers, Inc.
RC covenants with employer that:
(c) RC shall maintain and administer the Plan in compliance with the
requirements for eligible deferred compensation plans under Section 457 of the Internal
Revenue Code; provided, however, RC shall not be responsible for the eligible status of
the Plan in the event that the Employer directs 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; provided, further, that if the
plan document used by the Employer contains terms that differ from the terms of RC's
standardized plan document, RC shall not be responsible for the eligible status of the
Plan to the extent affected by the differing terms in the Employer's plan document.
Employer represents and warrants to 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.
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ICMA
RETIREMENT
CORPORATION
5. Participation in Certain Proceedings
The Employer hereby authorizes RC to act as agent, to appear on its behalf,
Jv61 r u # , LEY 1 It.Jloya as a necessary paity in- aii iegai }proceedings invoiving the
garnishment of benefits or the transfer of benefits pursuant to the divorce or separation
of participants in the Employer Plan. The Employer consents to the disbursement by RC
of benefits that have been garnished or transferred to a former spouse, spouse or child
pursuant to a domestic relations order.
6. Compensation and Payment
(a) Plan Administration Fee. The amount to be paid for plan
administration services under this Agreement shall be 0.9% per annum of the amount of
Plan assets invested in the Trust. Such fee shall be computed monthly, in advance,
based upon the amount invested in the Trust as of the first day of the month and shall
be paid within 10 days after the first day of the month.
(b) Account Maintenance Fee. There shall be an annual account
maintenance fee of $0.00. The account maintenance fee is payable in full on January 1
of each year on each account in existence on that date. For accounts established after
January 1, the fee is payable on the first day of the calendar quarter following
establishment and is prorated by reference to the number of calendar quarters remaining
on the day of payment.
(c) Compensation for Advisory Services to the Trust. Employer
acknowledges that in addition to amounts payable under this Agreement, RC receives
fees from the Trust for investment advisory services furnished to the Trust.
(d) Payment Procedures. All payments to RC pursuant to this Section 6
shall be paid out of the Plan Assets held by the Trust and shall be paid by the Trust. The
amount of Plan Assets held in the Trust shall be adjusted by the Trust as required to
reflect such payments.
7. Custody
Employer understands that amounts invested in the Trust are to be remitted
directly to the Trust in accordance with instructions provided to Employer by RC and are
not to be remitted to RC. In the event that any check or wire transfer is incorrectly
labelled or transferred to RC, RC is authorized, acting on behalf of the transferor, to
transfer such check or wire transfer to the Trust.
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ICMA
RETIREMENT
CORPORATION
8. Responsibility
1�/� RC shall not be responsible for any acts or omissions of any person other
}h 71"! L.l! - 1/1 /1�►M /�wi.�w.w :lt�+ Lt- - 1-!-!- -!- 1 r�
u 1-1 1 1 ■v 11 1 Vvi I1 IVVUVI 1 rrIU 1 u 1G cxui It tlJU QLIU1 I UI Upe, aLL, f UI the Plan.
9. Term
This Agreement may be terminated without penalty by either parry on sixty
days advance notice in writing to the other.
10. Amendments and Adjustments
(a) This Agreement may not be amended except by written instrument
signed by the parties.
(b) The parties agree that compensation for services under this Agreement
and administrative and operational arrangements may be adjusted as follows:
RC may propose an adjustment by written notice to the Employer given at
least 60 days before the effective date of the adjustment and the notice may appear in
disclosure documents such as Employer Bulletins and the Retirement Investment Guide.
Such adjustment shall become effective unless, within the 60 day period before the
effective date the Employer notifies RC in writing that it does not accept such adjustment,
in which event RC shall be under no obligation to provide services under this Agreement.
(c) No failure to exercise and no delay in exercising any right, remedy,
power or privilege hereunder shall operate as a waiver of such right, remedy, power or
privilege.
11. Notices
All notices required to be delivered under this Agreement shall be delivered
personally or by registered or certified mail, postage prepaid, return receipt requested,
to (i) RC at 777 North Capital Street, N.E., Suite 600, Washington, D.C, 20002 -4240; (ii)
Employer at the office set forth in the first paragraph hereof, or to any other address
designated by the party to receive the same by written notice similarly given.
12. Complete Agreement
This Agreement shall constitute the sole agreement between 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. Any prior
agreements, promises, negotiations or representations, verbal or otherwise, not expressly
set forth in this Agreement are of no force and effect.
ICMA
RETIREMENT
CORPORATION
13. Governing Law
This agreement shall be governed by and construed in accordance with the
la..s of the State vaiifor nia applicable iv �.;vi 1u dUtb I I Iciul-- if 1 U Idl JUf ISUILAia l whhout
reference to its conflicts of laws provisions.
In Witness Whereof, the parties hereto have executed this Agreement as of
the inception Date first above written.
Signature of Witness /Date
Signature of Witness /Date
CITYiOHN T PARK
k /
by;
SIC] 4
t
Name and Title (Please Prin)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT
CORPORATION
by:
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Stephen Wm. Nordholt
Corporate Secretary