1992-28
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XCMA
RlEnREMIENT
CORPORATION
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October 20, 1992
Wayne Saunders
City of Clermont
P.O. Box 219
Clermont, Florida 32711
R~ÇEiVt;P' NO\tJ~~ j~~
RE: 0127
Dear Wayne Saunders:
At the beginning of our relationship, the ICMA Retirement Corporation ("RC")
and the City of Clermont entered into an agreement entitled "Trust Agreement
with the ICMA Retirement Corporation". Tnat agreement onl'i refers In a very
general way to the administrative services to be provided by RC and the fees
to be paid for those services, and it does not provide an accurate portrayal
of our current relationship.
To illustrate, the ICMA Retirement Trust currently consists of $2.4 billion in
total assets, and that figure represents the pooled monies of approximately
145,000 local government emRlo'iees. This is a significant increase over the
$459,000 managed by RC for 285 participants in 1972. With the growth of the
Retirement Trust, the services RC provides for administration of your deferred
compensation plan have also grown. The administrative services we now provide
include:
* Educating and enrolling participants;
* Maintaining employer accounts and employee subaccounts, and associated
records;
* Crediting employer contributions to emplòyee accounts;
* Reporting investment activity and account information to the employers
and employees on a quarterly basis;
* Providing information about various features of deferred compensation
plans on a regular basis;
* Paying benefits and handling related tax reporting.
Consequently, the "Trust Agreement" we initially entered into does not
describe the services RC provides in sufficient detail.
As a result, we have prepared a new Administrative Services Agreement, two
copies of which have been signed by RC and enclosed. We believe the
Administrative Services Agreement provides a more accurate and up-to-date
description of the existing relationship between you and RC.
We propose that the City of Clermont and RC enter into the Administrative
Services Agreement to replace the "Trust Agreement with the ICMA Retirement
Cqrporation ". Upon your acceptance of the Administrative Services
Agreement, that substitution will occur.
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ICMA
IRlEnlRlEMIENT
CORIPORATION
The Administrative Services Agreement is not intended to affect in any way the
investments of your deferred compensation plan or the benefits payable under
- the plan. Nor is it intended to change in any way the services actually
provided by RC, or the fees actually charged by RC with respect to the
administration of the plan.
Please sign each of the enclosed copies of the Agreement. Return one copy to
RC using the enclosed return envelope, and keep one copy for your records.
If RC does not receive a signed Agreement within 90 calendar days of your
receipt of this letter, and tne Trust continues to receive plan contributions,
RC will interpret those actions as acceptance of the terms stated in the
Agreement after the expiration of the 90-day period.
If you have any questions regarding the Administrative Services Agreement,
please call Chris Baker of our Client Services division at (202) 962-8076, or
call me at (202) 962-8096.
Michael Schaefer
Assistant Corporate Counsel
Enclosures: Administrative Services Agreement (2 copies)
Return Envelope
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JICMA
1R1E'fJI IRIEM lENT
CORPORATION
ADMINISTRATIVE SERVICES AGREEMENT
Type: 457
Account Number: 01 27
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KCMIA
1R1E1'HIRIEMIEl'iT
CORPORATION
Plan # 0127
ADMINISTRATIVE SERVICES AGREEMENT
- This Agreement, made as of the day of 1992,
(herein referred to 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 City
of Clermont ("Employer"), a(n) City organized and existing under the laws of
the State of Florida with an office at P.O. Box 219, Clermont, Florida,
32711.
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 (the "Funds") for ttie
investment of plan assets as referenced in the Trust principal disclosure
document, "Making Sound Investment Decisions: A Retirement Investment Guide".
The Funds are avai1able only to public employers and only through the Trust.
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.
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ICMA
IRlEnRIEMENT
CORIPORATION
Plan # 0127
Agreements
1.
Appointment of RC
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
disburseâ as benefits;
(c) provision ofreriodic reports to the Employer and
participants of the status 0 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.
Replacement of Employer Trust
RC and Employer are parties to a Trust Agreement entitled
"Trust Aåreement with the ICMA Retirement Corporation" (the "Employer Trust")
for the a ministration of the Plan. The Empl,oyer hereby terminates the
Employer Trust (not the Declaration of Trust of ICMA Retirement Trust)
intending that this Administrative Services Agreement evidence the
understandings between RC and the Employer with respect to the matters covered
by it. Employer continues to be a party to the Declaration of Trust of the
ICMA Retirement Trust and 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.
2.
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 responsibilities as
Administrator of the Plan, Including information needed to allocate individual
participant accounts to Funds in tne 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 responsible official of the Employer or any information relating to an
individual participant or beneficiary that is furnished by such participant or
3.
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XCMA
IRK][,IREMIENT
CORII'ORATION
Plan # 0127
beneficiary, and RC shall not be responsible for any error arising from its
reliance on such information. If within ninetY (90) days after tile mailing of
any report, statement or accounting to the Employer or a participant, the
Employer or participant has not notified RC in writing of any error or
- objection, such r~ort, 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 tile 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 {;ode; ¡rovided, however, RC shall not be
responsible for the eligible status 0 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 documentJ, RC shall not be responsible for the eligible
status of the Plan to the extent aTTected 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 authoriw 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 whic" the Employer is bound or to which it is
a party.
5. Participation in Certain Proceedings
The Employer hereby authorizes RC to act as agent, to appear on
its behalf, and to join the Employer as a necessary par:ty in all legal
proceedings involving the garnishment of benefits or the transfer. of benefits
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KMA
JREnJREMIENT
CORPORATION
Plan # 0127
Qursuant to the divorce or separation of participants in the Employer PI.an.
The Employer consents to the disbursement by RC of benefits that have been
garnish~ or t~ansferred to a former spouse, spouse or child pursuant to a
domestic relations order.
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 and
paid at the end of each month on plan assets in the Trust at that time.
(b) Account Maintenance Fee. There shall be an annual account
maintenance fee of 18.00. 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.
6.
(d) Payment Procedures. All payments to RC p-ursuant to this
Section 6 shall be Raid 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.
8. Responsibility
RC shall not be responsible for any acts or omissions of any
person other than RC in connection with the administration or operation of the
Plan.
9.
Term
This Agreement may be terminated without penalty by either
party 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.
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JICMA
1R1E1['JI1R IEM lENT
CORPORATION
Plan # 0127
(b) The parties agree that 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 Capitol 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.
1 2. 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, âuties 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.
13.
Governing Law
This agreement shall be governed by and construed in accordance
with the laws of the State of Florida applicable to contracts made in that
jurisdiction without reference to its conflicts of laws provisions.
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ICMA
IRIETKREMIENT
CORPORATION
Plan # 0127
in Witness Whereof, the parties hereto have executed this
- Agreement as of the inception Date first above written.
CITY OF CLERMONT
by: ~ ¿jp-~ 11/,,-1/11..-
signa u e a e ï;
Robert A. Pool, Mayor
Name ancflïfJelt-'lease Print)
INTERNATIONAL CITY MANAGEMENT
ASSO~ TION RETI REMENT CORPORATION
by: StePh~~~o~~ ",//4,>-
Corporate Secretary
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