HomeMy WebLinkAboutContract 53351 CITY SECRETARY
, "'MAC;T NO._ 53 3 51
t
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Fort Worth
Type: 401
Account#: 106439
OFFICIAL RECORD
CITY SECRETARY
S&P vv
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement("Agreement"),made as of the day
of ,20 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 Fort Worth("Employer"),a city organized
and existing under the laws of the State of Texas with an office at 1000 Throclanorton,
Fort Worth,Texas 76102.
RECITALS
Employer acts as public plan sponsor of a retirement plan("Plan"),and in that
capacity,has responsibility to obtain administrative services and investment alternatives
for the Plan;
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;
ICMA-RC,or its wholly owned subsidiary, acts as investment adviser to
VantageTrust Company,LLC, the Trustee of VantageTrust;
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 documents,the VantageTrust Disclosure Memorandum and the Funds' Fact
Sheets(together, "VT Disclosures");and
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 alternatives,account maintenance,account recordkeeping,investment and tax
reporting,transaction processing,and benefit disbursement.
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Plan number 106439
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 in Exhibit A to this Agreement.
2. Adoption of Trust
Employer has adopted 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 VT Disclosures 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
VantageTn st,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. Such notification 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 firruished 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.
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 ICNfA-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.
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Plan number 106439
4. ICMA-RC 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,or its wholly owned subsidiary,to
serve as investment adviser to VantageTrust Company is dependent upon
the continued willingness of VantageTnrst Company for ICMA-RC, or its
wholly owned subsidiary,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 plans which satisfy the qualification requirements of
Section 401 of the Internal Revenue Code and other applicable federal
law;provided,however,ICMA-RC shall not be responsible for the
qualified 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 401 or otherwise causes the Plan not to be
carried out in accordance with its terms;provided,Anther,that if the plan
document used by the Employer contains terms that differ from the terms
of ICMA-RC's standardized plan document, ICMA-RC shall not be
responsible for the qualified status of the Plan to the extent affected by the
differing terms in the Employer's plan document. ICMA-RC shall not be
responsible for monitoring state or local law applicable to retirement plans
or for administering the Plan in compliance with local or state
requirements regarding plan administration unless Employer notifies
ICMA-RC of any such local or state requirements.
S. Employer Representations and Warranties
Employer represents and warrants to ICMA-RC that:
(a) 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.
(b) 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
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Plan number 106439
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 neither the"Plan Administrator"nor"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 Advisory Services.
(c) 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. Where applicable,Employer understands that the VT
Retirement IncomeAdvantage Fund is an investment option for the Plan
and that the fund invests in a separate account available through a group
variable annuity contract. By entering into this Agreement,Employer
acknowledges that it has received the Important Considerations document
and the VT Disclosures and that it has read the information therein
concerning the VT Retirement IncomeAdvantage Fund.
(d) 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.
Notwithstanding anything in this Agreement to the contrary,ICMA-RC
shall retain ultimate responsibility for the provision of all services under
this Agreement,whether provided by ICMA-RC or by and affiliate or
agent
(e) 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.
(f) 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.
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Plan number 106439
6. 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.
7. Compensation and Payment
(a) Plan Administration Fee.The amount to be paid for plan administration
services under this Agreement shall be 0.55%per annum of the amount of
Plan assets. Such fee shall be computed based on average daily net Plan
assets.
(b) Account Maintenance Fee. There shall be an annual account
maintenance fee of$25.00. 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.
(d) Compensation for Management Services to VantageTrust,
Compensation for Advisory and other Services to the VT III
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 VantageTrust for investment
advisory services and plan and participant services furnished to
VantageTrust. Employer further acknowledges that ICMA-RC, including
certain of its wholly owned subsidiaries,receives compensation for
advisory and other services fiunished to the VT III Vantagepoint Funds,
which serve as the underlying portfolios of a number of Funds offered
through VantageTrust. For a VantageTrust Fund that invests substantially
all of its assets in a third-party mutual fund not affiliated with ICMA-RC,
ICMA-RC or its wholly owned subsidiary receives payments from the
third-parry mutual fund families or their service providers in the form of
12b-1 fees, service fees,compensation for sub-accounting and other
services provided based on assets in the underlying third-party mutual
fiord. These fees are described in the VT Disclosures and ICMA-RC's fee
disclosure statement. 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 mutual fund settlement
and clearing agent for providing administrative and other services based
on assets invested in third party mutual funds;such administrative fees
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Plan number 106439
come from payments made by third party mutual funds to the settlement
and clearing agent.
(e) Redemption Fees. Redemption fees imposed by outside mutual fluids 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 VT Disclosures.
(f) Payment Procedures.All payments to ICMA-RC pursuant to this Section
7 shall be made from Plan assets held by VantageTrust or received from
third-party mutual funds or their service providers in connection with Plan
assets invested in such third-party mutual funds,to the extent not paid by
the Employer.The amount of Plan assets administered by 1CMA-RC shall
be adjusted as required to reflect any such payments as are made from the
Plan. In the event that the Employer agrees to pay amounts owed pursuant
to this Section 7 directly,any amounts unpaid and outstanding after 30
days of invoice to the Employer shall be withdrawn from Plan assets.
The compensation and payment set forth in this Section 7 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 in this Section 7 will take effect in the calendar
quarter following receipt at a Delivery Address (defined below the signature line) of
one fully executed copy of this Administrative Services Agreement based upon the
following schedule:
• Agreement received by February 20 Effective April
• Agreement received by May 20—Effective July
• Agreement received by August 20—Effective October
• Agreement received by December 20—Effective February
8. Contribution Remittance
Employer understands that amounts invested in the Plan are to be remitted directly to
Vantagepoint Transfer Agents 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.
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Plan number 106439
9. Responsibility
ICMA-RC 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,or its agents or affiliates, in
connection with the administration or operation of the Plan.
10. Term and Termination
The term of this Agreement and the grounds for termination of the Agreement shall be as
provided in the "Addendum to Administrative Services Agreement"of contemporaneous
date entered into by and between the parties. Notwithstanding the foregoing, the
Employer understands and acknowledges that, in the event the Employer terminates this
Agreement (or replaces the Vantagepoint PLUS Fund of VantageTrust as an investment
option in its investment line-up), ICMA-RC retains full discretion to release Plan assets
invested in the Vantagepoint 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 Vantagepoint PLUS Fund).
11. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by the parties.
(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.
Except for reductions in the Compensation and Payment to ICMA-RC, the two
immediately preceding sentences shall not apply to material terms of this
Agreement
(c) The parties agree that enhancements may be made to administrative 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.
12. Notices
Unless otherwise provided in this Agreement, all notices required to be delivered under
this Agreement shall be in writing and shall be delivered, 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.
ICKA-RC: Legal Department, ICMA Retirement Corporation, 777
North Capitol Street,N.E., Suite 600,Washington,D.C.,20002-4240
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Plan number 106439
Facshnfle; (202)9624601
Employer: at the office set forth in the first paragraph hereof, or to any
other address, facsimile number designated by the Employer to receive the
same by written notice similarly given.
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, 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.
Notwithstanding the foregoing, notices regarding the day-to-day operation of the Plan
may be provided by e-mail to an e-mail address provided in writing by facsimile, mail or
delivery, signed by an authorized member of the receiving party.
13. Complete Agreement
This Agreement shall constitute the complete and full understanding and sole agreement
between ICMA-RC and Employer relating to the services to be provided hereunder 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 relating to these same services;
provided,however, that the Governmental Money Purchase Plan&Trust Adoption
Agreement(Fort Worth City Secretary Contract 39382)executed and entered into by and
between the parties shall remain in full force and effect and, until amended, shall
continue to govern all matters addressed therein,including, but not limited to, the
contributions rates of Employer and participating employees. Except as otherwise noted
in the immediately preceding sentence, any prior agreements,promises,negotiations or
representations,verbal or otherwise,not expressly set forth in this Agreement are of no
force and effect.
14. 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.
15. Incorporation of Exhibits
All Exhibits(and any subsequent amendments thereto), attached hereto, and referenced
herein, are hereby incorporated within this Agreement as if set forth fully herein.
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Plan number 106439
16. 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.
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 FORT WORTH
By
l Q
signature/Da ✓
Y
Name and Title ! e t)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
EY_... ... _ _ _...,,......
Erica McFarquhar
Assistant Secretary
Please return an execuW copy of the Agreement to a Delivery Address.either.
(a)Electronically to Plar04optionService5&cmarc.orp,or
(b 110M to ICMA-RC
ATTN:PLAN ADOPTION SERVICES =,
o�C...j� T77 North Capitol Street NE oFF
.� . 0 `. Suite 600 Cr'
':�`(':Washington DC 20002-4240 WORTH,7'y€
by. ��: ; ,
:btnald P. Gonzales AktjCityaS !
Jo da Strong,.Assistant City Attome-
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Plan number 106439
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. 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 fiords 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 fries shall include enrollment instructions(provided to ICMA-
RC through Account Access or EZLink),beneficiary designation instructions and all
other 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, TextAccess 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 certain plan transactions at any 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_littps:='�`accoiintaccess.icmarc.orZ.
(j) Maintaining the security and confidentiality of client information through a
system of controls including but not limited to,as appropriate: restricting plan and
participant information only to those who need it to provide services, software
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Plan number 106439
and hardware security,access controls,data back-up and storage procedures, non-
disclosure agreements, security incident response procedures,and audit reviews.
(k) Making available access to ICMA-RC's plan sponsor EZLink web site to allow
plan sponsors to access certain plan information and initiate plan transactions
such as enrolling participants and managing contributions at any time. EZLink 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 httvs:diezlink_icmarc.ora.
(1) 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.
(m)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.
(n) Loans may be made available on the terms specified in the Loan Guidelines,if loans
are adopted by the Employer. Participants can request loans through Account
Access.
(o) Guided Pathways Advisory Services ICMA-RC's participant advice service,
"Fund Advice",and asset allocation service,"Asset Class Guidance"may be
made available through a third party vendor on the terms specked on ICMA-
RC's website.
(p) 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.).
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Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee/Signature
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
OFFICIAL REV;,,.
CITY SECREY'A,�`e.
FT.
W®RTH,