HomeMy WebLinkAboutC2009-537 - 12/8/2009 - Approved2009-537
M2009-337
12/08/09
[CMA Retirement
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Corpus Christi
Type: 457
Account #: 301717
Plan number:301717
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement"), made as of the day
of , 2009 (herein referred to as the "Inception Date"), between the International
City/County Management Association Retirement Corporation ("ICMA-RC"), a
nonprofit corporation organized and existing under the laws of the State of Delaware, and
the City of Corpus Christi ("Employer"), a City organized and existing under the laws of
the State of Texas with an office at 1201 Leopard Street, Corpus Christi, Texas 78469.
RECITALS
Employer acts as a public plan sponsor for a retirement plan ("Plan") with
responsibility to obtain investment .alternatives and services for employees participating
in that Plan;
VantageTrust (the "Trust") is a common law trust governed by an elected Board
of Trustees for the commingled investment of retirement funds held by various state and
local governmental units for their employees;
ICMA-RC acts as investment adviser to the Trust; ICMA-RC has designed, and
the Trust offers, a series of separate funds (the "Funds") for the investment of plan assets
as referenced in the Trust's principal disclosure document, "Making Sound Investment
Decisions: A Retirement Investment Guide." ("Retirement Investment Guide").
The Funds are available only to public employers and only through the Trust and
ICMA-RC.
In addition to serving as investment adviser to the Trust, ICMA-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,
transaction processing, benefit disbursement, and asset management.
AGREEMENTS
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 with respect to
assets in the Plan deposited with the Trust. The functions to be performed by ICMA-RC
shall be those set forth in Exhibit A to this Agreement.
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Plan number:301717
2. Adoption of Trust
Employer has adopted the Declaration of Trust of VantageTrust and agrees to the
commingled investment of assets of the Plan within the Trust. Employer agrees that
operation of the Plan and the investment, management, and distribution 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 Agreement.
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 the
Trust, and information as to the employment status of participants, and participant ages,
addresses, and other identifying information (including tax identification numbers).
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 account information in reports, statements or accountings.
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.
4. Certain Representations and Warranties
ICMA-RC represents and warrants to Employer that:
(a) ICMA-RC is anon-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 the
Trust is dependent upon the continued willingness of the Trust 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. ICMA-RC Services, LLC (a wholly owned
subsidiary of ICMA-RC) is registered as abroker-dealer with the U.S.
Securities and Exchange Commission ("SEC") and is a member in good
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Plan number:301717
standing with Financial Industry Regulatory Authority ("FINRA") and the
Securities Investor Protection Corporation ("SIPC").
(c) ICMA-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 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 terms in the
Employer's plan document that differ from those in ICMA-RC's standard
plan document. ICMA-RC shall. not perform any service that ICMA-RC,
in its sole judgment, considers might cause ICMA-RC to be treated as a
"fiduciary" of the Plan under applicable law.
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 recordkeeper 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, 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 the Trust.
(f) 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.
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Plan number:301717
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 Employer 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) There shall be no asset-based or per-participant fees charged under this
Agreement. ICMA-RC's compensation under this Agreement shall be as
set forth in subsection (b) below.
(b) Compensation for Management Services to the Trust, Compensation for
Advisory and other Services to The Vantagepoint Funds and Payments
from Third-Party Mutual Funds. Employer acknowledges that in addition
to amounts payable under this Agreement, ICMA-RC receives fees from
the Trust for investment management services furnished to the Trust.
Employer further acknowledges that certain wholly owned subsidiaries of
ICMA-RC receive compensation for advisory and other services furnished
to The Vantagepoint Funds, which serve as the underlying portfolios of a
number of Funds offered through the Trust. The fees referred to in this
subsection are' disclosed in the Retirement Investment Guide. These fees
are not assessed against assets invested in the Trust's Mutual Fund Series.
In addition, to the extent that third party mutual funds are included in the
investment line-up for the Plans, ICMA-RC may receive payments from
such third party mutual funds or their service providers, which may be in
the form of 12b-1 fees, service fees, or compensation for sub-accounting
or other services provided by ICMA-RC on behalf of the funds.
(c) 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.
(d) Payment Procedures. All payments to ICMA-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, to the extent not paid by the Employer. The amount of Plan
assets held in the Trust shall be adjusted by the Trust as required to reflect
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Plan number:301717
such payments. 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 held by the Trust.
The compensation and payment set forth in this section 6 is 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.
Employer further acknowledges and agrees that compensation and payment under this
Agreement shall be subject to re-negotiation in the event that the Employer chooses
to implement additional mutual funds outside of the ICMA-RC Mutual Fund
Alliance.
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 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
ICMA-RC ("Indemnitor") agrees to indemnify, defend and hold the City of Corpus
Christi, and its officers, employees and agents ("Indemnitees") harmless from and against
any and all liability, loss, claims, demands, suits and causes of action of any nature on
account of death, personal injuries, property loss or damage to property (including
property of Indemnitor or Indemnitees), or any other kind of damage, including all
expenses of litigation, court costs, attorneys' fees, expert witness fees, the amount of any
judgment, penalty or interest, which arise or are claimed to arise out of or in connection
with this contract (including, without limiting the foregoing, worker's compensation and
death claims) for injuries, death or damages that are claimed to be caused by the
concurrent or contributing negligence of Indemnitees, but not by the sole negligence of
Indemnitees unmixed with the fault of any other person or group; provided, however, that
Proposer shall not be obligated to indemnify the Indemnitees to the extent that the
Indemnitees, or any of them,. are adjudged by a court of competent jurisdiction to have
been negligent or to have engaged in willful misconduct. Indemnitor specifically agrees
to indemnify Indemnitees from the negligence of its own employees. Indemnitor must, at
its own expense, investigate all claims, attend to their settlement or other disposition,
defend Indemnitees in all actions based on those claims with counsel satisfactory to
Indemnitees, and pay all attorneys' fees, costs and expenses of every kind and character
whatsoever resulting from the claims.
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Plan number:301717
9. Term
This Agreement shall be in effect for an initial term beginning on the Execution Date and
ending 5 years after the Execution Date. This Agreement will be renewed automatically
for 5 one-year terms and thereafter for each succeeding year unless 180 days' prior
written notice of termination is provided by either party to the other.
10. Amendments and Adjustments
(a) This Agreement may not be amended except by written instrument signed by the
parties.
(b) 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.
(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
or special mailing.
11. Notices
All notices required to be delivered under Section 10 of this Agreement shall be delivered
personally or by registered or certified mail, postage prepaid, return receipt requested, to
(i) Legal Department, ICMA Retirement Corporation, 777 North Capitol Street, N.E.,
Suite 600, Washington, D.C., 20002-4240; (ii) Employer at Director of Human
Resources, City of Corpus Christi, P:O. Box 9277, Corpus Christi, Texas 78469-9277 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 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.
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Plan number:301717
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 Texas applicable to contracts made in that jurisdiction without reference to its
conflicts of laws provisions and such forum and venue for disputes arising out of this
Agreement is the appropriate district, county or justice court in and for Nueces County,
Texas.
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 CORPUS CHRISTI
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RT C-0iiliClL ,..~ $ ~~
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SECRETARY ~'
By /~ L~-G4ri.6~~/ Date ~~-
nature
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Na e and Title (Please Print)
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~.-~~AtvDU CNAl~A
INTERNATIONAL CITY/COUNTY M~~t~~~~NT
ASSOCIATION RETIREMENT CORPORATION
By
C' ~"1
Angel C. Montez
Assistant Corporate
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Plan number:301717
Incorporated by Reference:
Exhibit A: Administrative Services
Schedule A: Request for Proposal No: BI-0200-09
Schedule B: Proposer's Proposal
Schedule C: E-Mail from Ken Wedemeyer to paulp~,cctexas.com dated 10-20-2009 at
1:26 pm with subject: Clarification to ICMA RC Response to Corpus
Christi Deferred Compensation <note> Contains Best and Final offer fee
of 0.24%
Schedule D: E-mail from Ken Wedemeyer to Al DiCristofaro dated 9-14-2009 at 10:19
am with subject: Complete RFP response to 3.6 B-8- Corpus Christi
Schedule E: E-mail from Ken Wedemeyer to Al DiCristofaro dated 9-14-2009 at 9:30
am with subject: Corpus Christi
Schedule F: E-mail from Ken Wedemeyer to Al DiCristofaro date 9-9-2009 at 10:43
am with subject: City of Corpus Christi Deferred Compensation RFP-
Clarification Response
Schedule G: E-mail from Ken Wedemeyer to Al DiCristofaro date 8-28-2009 at 3:57
pm with subject: RE: Corpus Christi
Schedule H: E-mail from Ken Wedemeyer to Al DiCristofaro dated 8-27-2009 at 10:15
am with subject: RE: Corpus Christi RFP
Schedule I: E-mail from Ken Wedemeyer to Al DiCristofaro dated 7-24-2009 at 10:21
am with subject: ICMA RC Responses
Schedule J: Clarification regarding waiver of Subrogation
Please return fully executed contract to: New Business Unit
ICMA-RC
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
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Plan number:301717
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.
(b) Establishment of participant accounts for each employee participating in the
Plan for whom ICMA-RG receives appropriate enrollment forms and
records. 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 Trust.
(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 in paper or electronic format. These files shall include
enrollment instructions, beneficiary designation instructions (to the extent
provided to ICMA-RC) and all other written correspondence and documents
concerning each participant's account, and if applicable, records of any
transaction conducted through the Voice Response Unit ("VRU"), the
Internet or other electronic means.
(f) Provision of periodic reports to the Employer and participants of the status
of Plan investments and individual accounts.
(g) Communication to participants of information regarding their rights and
elections under the Plan.
(h) Making available Investor Services Representatives through atoll-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 atoll-free number and access to VantageLine, ICMA-
RC's interactive VRU, and ICMA-RC's web site, to allow participants to
access certain account information and initiate plan transactions at any
time.
(j) Distribution of benefits as agent for the Employer in accordance with
terms of the Plan.
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Plan number:301717
(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 thereunder.
(1) Loans may be made available on the terms specified in the Loan Guidelines,
if loans are adopted by the Employer.
(m) Online Advice may be made available through a third party vendor on the
terms specified on ICMA-RC's website.
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(:l1 Y Vt' I:VKl'UJ l.riK1J11
BI-0200-09
DEFERRED COMPENSATION PLAN
Table of Contents
Section 1 Notice of Request for Proposal
1.1 Request For Proposal
1.2 Submission of Proposal
1.3 Tentative Schedule
1.4 Acknowledgment and Notice of Intent to Submit Proposal
Section 2 Conditions Governing the Procurement
2.1 Acceptance of General Requirements
2.2 RFP Notice Requirement
2.3 RFP Procedural and Content Questions
2.4 Basis for Proposal
2.5 Opening of Proposals
2.6 Proposal Terms and Conditions
2.7 Disclosure of Proposal Contents
2.8 Late Proposals
2.9 Signing of Proposals
2.10 Cost of Proposal
2.11 Minority Business Enterprise Information Form
2.12 Disclosure of Interest
2.13 Ownership of Proposals
2.14 Disqualification or Rejection of Proposals
2.15 Rejection of Proposals
2.16 Right to Waive Irregularities
2.17 Withdrawal of Proposals
2.18 Amending of Proposals
2.19 Proposal Offer Firm
2.20 Proposer Qualifications
2.21 Exceptions to RFP Specifications
2.22 Consideration of Proposals
2.23 Termination of RFP
2.24 Contract
2.25 Precedence of Contract Documents
2.26 Governing Law
2.27 No Obligation
2.28 Contract Deviations
2.29 Sufficient Appropriation
2.30 Award of Contract
2.31 Execution of Contract
2.32 Disputes
2.33 Change in Contractor Representatives
2.34 Term
2.35 Change Requests
2.36 Termination of Contract
2.37 Ownership of Documents
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L.su xequirea insurance rrovisions
2.39 Right to Publish
2.40 Ethical Behavior
Section 3 Scope of Worl~
3.1 City of Corpus Christi & Marina -General Information
3.2 Requirements
3.3 Development Concept
3.4 Proposer's Profile & Qualifications
3.5 Fee Structure
Section 4 Proposal Format and Organization
4.1 General Instructions
4.2 The Proposal Format
4.3 Transmittal Letter
4.4 Table of Contents
Section 5 Proposal Evaluation
5.1 Evaluation Committee
5.2 Evaluation Criteria
Attachments
Exceptions Form
Exhibit A: Nationwide Retirement Solutions -Current Account Balance
Exhibit B: Nationwide Retirement Solutions -Plan Information
Exhibit C: ICMA Retirement Corporation -Plan Asset Allocation
Exhibit D: ICMA Retirement Corporation -Plan Information
Exhibit E: VALIC -Account Balance
Exhibit F: VALIC -Plan Information
Exhibit G: Investment Policy Statement
Exhibit H: Investment Menu (Excel Spreadsheet)
Minority Business Enterprise Information Form
Disclosure of Interest Form
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