HomeMy WebLinkAbout06.a. Consider consolidating management of deferred compensation plan assets under one carrier, ICMA-RCISSUE: The majority of assets in the District's Deferred Compensation Plan (Plan) are
managed and held by ICMA -RC. The other providers are Nationwide and MassMutual
(previously Hartford). ICMA -RC has submitted a five -year proposal to the Deferred
Compensation Advisory Committee (DC Committee) that would consolidate the 457
and 401(a) assets under ICMA -RC
RECOMMENDATION: Review the proposal from ICMA -RC, consider and approve the
consolidation of all 457 and 401(a) plan assets under ICMA -RC as a single provider.
FINANCIAL IMPACTS: None to the District. However, it is anticipated that less staff
time will be required to administer a single plan than three separate plans. The
transition of participants will be done by ICMA -RC staff.
ALTERNATIVES /CONSIDERATIONS: The Board can decide not to make any
changes to the current plan and continue doing business with the ICMA -RC,
Nationwide, and MassMutual. This alternative is not recommended.
BACKGROUND: In 1997, the District's legal counsel for benefit plan matters, Trucker
Huss, provided a written legal opinion that the District and the Board have principal
fiduciary authority for selecting and monitoring the investment providers and are the
administrators of the Plan (i.e., ICMA -RC, Nationwide, and MassMutual). Shortly
thereafter, the Board approved staff's recommendation to allow future changes to the
investment options and other administrative matters to be approved by the DC
Committee. The DC Committee is comprised of the Finance Manager as Chair of the
DC Committee and one representative from each of the four District departments. Of
the $85.3 million in total plan assets as of September 23, 2013, approximately 87
percent of the current funds are held with ICMA -RC, eight percent with Nationwide, and
five percent MassMutual (see Attachment 1). Effective January 1, 2013, MassMutual
acquired Hartford's Retirement Plans business. MassMutual has been appointed by
Hartford to provide all administrative services necessary to support the insurance
contracts issued by Hartford in connection with its retirement business.
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Board Meeting Date, November 7, 2013
Subiect; CONSOLIDATION OF 457 AND 401(A) DEFERRED COMPENSATION
PLAN INTO ICMA -RC AS SINGLE PROVIDER
In June 2012, ICMA -RC provided the DC Committee with a proposal to become the
sole provider. The DC Committee unanimously voted at the meeting that the District
and the participants would be best served by consolidating plan assets under one
carrier. The decision to consolidate the plan was based on the following:
Proposal by ICMA -RC
• Reduced fee structure for all District employees by eliminating annual and
administrative fees charged by the other providers
• Creation of an administrative allowance account to be distributed to plan
participants annually over the subsequent five -year period ($90,000 per year)
• Reduction in the District's administration of the plans by outsourcing
administrative functions to ICMA -RC
• Providing plan enhancements with online enrollment and withdrawals
• Elimination of fund duplication while continuing to provide a diverse selection of
investment options
• Access to 5,000 additional mutual funds
• Simplified process of enrolling, educating and assisting employees and retirees
in the 457 and 401(a) plan
• Providing additional on -site individual meetings, educational seminars and
financial planning seminars for employees
• Developing and implementing custom education and counseling programs
The District subsequently hired an outside consultant to conduct a benchmark study of
the existing plans and the ICMA -RC proposal, focusing on the overall expense ratio and
percent of revenue to be retained by the provider. In order to provide a side -by -side
comparison, ICMA -RC restated its proposal to be reflected in the plan's fund expenses,
rather than an administrative allowance to the District.
The restated ICMA -RC proposal capped revenue to ICMA -RC at fourteen basis points
(0.14 percent), with any excess revenue distributed to plan participants annually.
The DC Committee requested that ICMA -RC propose a new fund lineup designed to
meet its stated revenue requirement and limit excess revenue by proposing investment
options with lower expense ratios. The DC Committee reviewed the amended fund
lineup and expressed concern over changing the entire fund lineup and moving all
participant investments to new funds. Subsequently, the DC Committee then asked
ICMA -RC to develop a fund lineup retaining funds in the existing plan while looking for
opportunities to offer lower cost share classes of the funds. At this time, the DC
Committee was made aware of a project in which ICMA -RC would be offering lower
cost -share classes of many of the funds in their existing fund lineup. The proposal was
put on hold until these lower cost mutual fund classes became available to the District.
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POSITION PAPER
Board Meeting Date: November 7, 2013
subject: CONSOLIDATION OF 457 AND 401(A) DEFERRED COMPENSATION
PLAN INTO ICMA -RC AS SINGLE PROVIDER
These lower share costs now are available and the consolidation can move forward,
keeping the existing ICMA -RC fund lineup at the newly offered ICMA -RC's lower cost
mutual fund shares, which reflect similar expenses as the revised proposal.
The agreed - upon final proposal has a significant fee reduction for all plan participants.
ICMA -RC's new revenue requirement cap of fourteen basis points (0.14 percent) and
the move to lower cost -share classes for many of the funds will result in a reduction in
the overall fund expense of the plan and more than 60 percent reduction in fund
expenses for participants. Based on ICMA -RC plan assets as of June 30, 2013, this
reduction would result in a savings of over $200,000 to plan participants in the first year
alone. The savings on the consolidated assets from the other two providers is at an
even higher percentage, therefore enhancing the plan for all participants.
The Administrative Services Agreement has been provided (see Attachment 2). By
accepting these agreements, the District would be accomplishing every aspect the DC
Committee set out to complete with a consolidation. The term of the agreement is a
five year period and will be renewed automatically for each succeeding year. A sixty
day written notice is required for termination of the ICMA -RC agreement. A formal
termination and transition notification will be sent to Nationwide and MassMutual by the
Finance Manager. The new ICMA -RC pricing would become effective immediately
upon signing of the Agreement. The transition of Nationwide and MassMutual would be
performed by ICMA -RC. The actual transition of assets from Nationwide and
MassMutual is targeted to be completed by March 31, 2014.
Attachment 1 lists the 457 and 401(a) deferred compensation balances and number of
current members in each plan. Attachment 2 is the ICMA -RC Administrative Services
Agreement (Agreement) between ICMA -RC and the District.
COMMITTEE RECOMMENDATION: In June 2012, the DC Committee met with ICMA -
RC to discuss a proposed annual credit back to the participants of $90,000. The DC
Committee unanimously voted at that time that the District and the participants would
be better served by consolidating the three carriers of the deferred compensation plan
457 and 401(a) with ICMA -RC.
On July 2, 2012, the Budget and Finance Committee (B &F Committee) recommended
postponement of the consolidation until the results of the Benchmark Study were
received.
On July 18, 2012, the initial Benchmark Study on the District's three carriers was
completed.
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Board Meeting Date: November 7, 2013
Subject: CONSOLIDATION OF 457 AND 401(A) DEFERRED COMPENSATION
PLAN INTO ICMA -RC AS SINGLE PROVIDER
On September 18, 2012, the B &F Committee reviewed the Benchmark Study and
asked the consultant to expand the scope of work to include information on two new
providers and their price structure.
On October 1, 2012, the B &F Committee received a presentation by Jon Chambers of
Schultz Williams Lawson Chambers on the original and revised scope of work for the
457 and 401(a) Benchmark Study findings. The B &F Committee suggested that the
consultant Jon Chambers negotiate better fee pricing and fund lineup with ICMA -RC.
In November 2012, the DC Committee met with ICMA -RC to discuss three new
proposed scenarios and a new fund lineup after working with Jon Chambers per
direction of the B &F Committee.
In January 2013, the DC Committee redirected ICMA -RC to review the current fund
lineup for possible better classes of funds and lower -cost funds for minimal impact to
current participants.
On April 5, 2013, the DC Committee met with Regional Vice President Michele Martin
from ICMA -RC to discuss alternative fund lineups and fees. During the meeting,
Michele Martin mentioned that there are upcoming changes that may benefit the
participants.
On May 14, 2013, Michele Martin met with the B &F Committee to give an update on
alternative fund lineups, ICMA -RC required percentage, and the status of the deferred
compensation consolidation.
On June 5, 2013, the DC Committee met to go over two additional alternative fund
lineup proposals. The DC Committee decided on the alternative that had a significant
fee reduction for all plan participants.
On September 20, 2013, Finance Manager Thea Vassallo met with Regional Vice
President Michele Martin and District Representative Kim Hammond to review the
specific requirements to proceed with the consolidation.
The District's consolidation of the 457 and 401(a) deferred compensation plan into
ICMA -RC as a single provider, and Attachments 1 and 2 will be reviewed at the B &F
Committee meeting on November 4, 2013.
RECOMMENDED BOARD ACTION: Approve the DC Committee's recommendation to
move forward with consolidating the three deferred compensation carriers into one with
ICMA -RC, approve the Administrative Services Agreement between ICMA -RC and the
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POSITION PAPER
Board Meeting Date: November 7, 2013
subject: CONSOLIDATION OF 457 AND 401(A) DEFERRED COMPENSATION
PLAN INTO ICMA -RC AS SINGLE PROVIDER
District, and authorize staff to execute the necessary documents required for the
transition.
Attached Supporting Documents:
1. 457 and 401(a) Balances and Number of Members as of September 23, 2013
2. Administrative Services Agreement between ICMA -RC and Central Contra Costa Sanitary District
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ATTACHMENT 1
457 and r BALANCES
As of 9/23/2013
Plan
Balance
%
Active
Inactive
Total
ICMA -RC 457 $
43,766,004
51.3%
195
136
331
ICMA -RC 401a
30,361,796
35.6%
255
156
411
74,127,800
86.9%
450
292
742
Nationwide 457
7,078,124
8.3%
18
42
60
Nationwide PST (temps)
223,393
0.3%
25
81
106
7,301,517
8.6%
43
123
166
MassMutual
3,867,108
4.5%
0
32
32
Total $
100.0%
85,296,425
493
447
940
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
Central Contra Costa Sanitary District
Type: 457
Account #: 303896
Type: 401
Account #: 109623
RS
Plan numbers 303896, 109623
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ( "Agreement "), made as of the day
of , 2013 (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 Central Contra Costa Sanitary District ( "Employer "), an Entity organized and existing
under the laws of the State of California with an office at 5019 Imhoff Place, Martinez,
California 94553.
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 (the "Trust ") 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, 198 1 -1 C.B. 326, which provides 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 VantageTrust Company, the Trustee of
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" and the accompanying VantageTrust Fund Fees and Expenses document
( "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
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, benefit disbursement, and asset management.
2
Plan numbers 303896, 109623
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. 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 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.
3. Exclusivity Agreement
Employer agrees that for the initial or succeeding term of this Agreement specified in
Section 10, so long as ICMA -RC continues to perform in all material respects the
services to be performed by it under this Agreement, Employer shall not obtain plan
administration from anyone other than ICMA -RC. Employer acknowledges that ICMA -
RC has agreed to the compensation to be paid to ICMA -RC under this Agreement in the
expectation that ICMA -RC will be able to offset costs allocable to performing this
Agreement with revenues arising from Employer's exclusive use of ICMA -RC at the
rates provided herein throughout the initial or succeeding term.
4. 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).
Employer also agrees that it will notify ICMA -RC in a timely manner regarding changes
in staff as it relates to various roles. This is to be completed through the online EZLink
employer contact options. ICMA -RC shall be entitled to rely upon the accuracy of any
information that is furnished to it by a responsible official of the Employer or any
information relating to an individual participant or beneficiary that is furnished by such
participant or beneficiary, and ICMA -RC shall not be responsible for any error arising
from its reliance on such information. ICMA -RC will provide reports, statements and
account information to the Employer through EZLink, the online plan administrative tool.
Plan numbers 303896, 109623
Employer is required to send in contributions through EZLink, the online plan
administration tool provided by ICMA -RC. Alternative electronic methods may be
allowed, but must be approved by ICMA -RC for use. Contributions may not be sent
through paper submittal documents.
To the extent Employer selects third -party funds that do not have fund profile
information provided to ICMA -RC through our electronic data feeds from external
sources (such as Morningstar) or third parry fund providers, the Employer is responsible
for providing to ICMA -RC timely fund investment updates for disclosure to Plan
participants. Such updates may be provided to ICMA -RC through the Employer's
investment consultant or other designated representative.
Failure to provide timely fund profile update information, including the source of the
information, may result in a lack of fund information for participants, as ICMA -RC will
remove outdated fund profile information from the systems that provide fund information
to Plan participants.
5. Certain Representations and Warranties
ICMA -RC represents and warrants to Employer that:
(a) ICMA -RC is a non -profit corporation with full power and authority to
enter into this Agreement and to perform its obligations under this
Agreement. The ability of ICMA -RC to serve as investment adviser to 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 a broker- dealer with the U.S.
Securities and Exchange, Commission ( "SEC ") and is a member in good
standing with Financial Industry Regulatory Authority ( "FINRA ") and the
Securities Investor Protection Corporation ( "SIPC" ).
(c)(i) 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 be responsible for monitoring state or
9
Plan numbers 303896, 109623
local law or for administering the Plan in compliance with local or state
requirements unless Employer notifies ICMA -RC of any such local or
state requirements.
(c)(ii) ICMA -RC shall maintain and administer the Plan in compliance 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, further, 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 or for administering the Plan
in compliance with local or state requirements unless Employer notifies
ICMA -RC of any such local or state requirements.
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. 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.
(f) 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
Plan numbers 303896, 109623
VantageTrust Retirement Income Advantage 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 Retirement Investment Guide and that it
has read the information therein concerning the VantageTrust Retirement
Income Advantage Fund.
(g) 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.
(h) 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.
(i) 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.
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) ICMA -RC's compensation under this Agreement shall be as set forth in
subsection (b) below.
(b) Revenue Requirement. ICMA -RC shall receive total annual aggregate
revenue of 0.14% from funds offered by the Plan. ICMA -RC shall pay an
administrative allowance quarterly to the Employer or to the Plan in an
amount equal to any revenue in excess of the revenue requirement. In the
event that revenue received by ICMA -RC from funds offered by the Plan
falls below the revenue requirement, ICMA -RC and the Employer shall
mutually agree upon a method to make up the shortfall necessary to meet
the revenue requirement. Employer understands that the Plan
Plan numbers 303896, 109623
administrative allowance is to be used only to pay for reasonable plan
administrative expenses of the Plan or allocated to Plan participants at the
instruction of the EMPLOYER.
(c) 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. For
a Trust 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 fund. These fees are described
in the VantageTrust Fund Fees and Expenses document accompanying the
Retirement Investment Guide and ICMA -RC's fee disclosure statement.
In addition, to the extent that third parry 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 come from payments
made by third party mutual funds to the settlement and clearing agent.
(d) 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.
(e) Payment Procedures. All payments to ICMA -RC pursuant to this Section
7 shall be made from Plan assets held by the Trust 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 held through the Trust shall be
adjusted by the Trust as required to reflect any such payments as are made
from Plan assets invested in the Trust. 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 held by the Trust.
7
Plan numbers 303896, 109623
The compensation and payment set forth in this section 7 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.
The compensation and payment set forth in this section 7 is further contingent upon
the transfer of all assets of the Plan(s) from the prior record - keepers for the Plan(s) to
ICMA -RC's administration in the approximate amount of $12 million. Employer
further acknowledges and agrees that compensation and payment under this
Agreement shall be subject to re- negotiation in the event that there is a material
difference between the assets and /or participants transferred to ICMA -RC and the
information provided from the Employer.
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 funds not on ICMA -RC's mutual fund platform.
8. Contribution Remittance
Employer understands that amounts invested through 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.
9. Indemnification
ICMA -RC shall not be responsible for any acts or omissions of any person with respect
to the Plan or related Trust, other than ICMA -RC in connection with the administration
or operation of the Plan. Employer shall indemnify ICMA -RC against, and hold ICMA -
RC harmless from, any and all loss, damage, penalty, liability, cost, and expense,
including without limitation, reasonable attorney's fees, that may be incurred by, imposed
upon, or asserted against ICMA -RC by reason of any claim, regulatory proceeding, or
litigation arising from any act done or omitted to be done by any individual or person
with respect to the Plan or related Trust, excepting only any and all loss, damage, penalty,
liability, cost or expense resulting from ICMA -RC's negligence, bad faith, or willful
misconduct.
10. Term
This Agreement shall be in effect and commence on the date all parties have signed and
executed this Agreement ( "Inception Date "). The term of this Agreement will commence
on the Inception Date and extend five (5) years from the date of completion and
reconciliation of the transition of assets of the Plan from the prior record keepers to
ICMA -RC. This Agreement will be renewed automatically for each succeeding year
unless written notice of termination is provided by either party to the other no less than
60 days before the end of such Agreement year. The Employer understands and agrees
Plan numbers 303896, 109623
that, in the event the Employer terminates this Agreement (or replaces the VantageTrust
PLUS Fund as an investment option in its investment line -up), ICMA -RC retains full
discretion to release Plan assets invested in the VantageTrust 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 VantageTrust PLUS Fund).
11. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by the parties.
(b) ICMA -RC may amend this agreement by providing 60 days' advance written
notice to the Employer prior to the effective date of such proposed amendment.
Such amendment shall become effective unless, within the 60 -day notice period,
the Employer notifies ICMA -RC in writing that it objects to such amendment.
(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.
12. Notices
All notices required to be delivered under this Agreement shall be in writing and shall be
delivered, mailed, e- mailed or faxed to the location of the relevant party set forth below
or to such other address or to the attention of such other persons as such party may
hereafter specify by notice to the other parry.
ICMA -RC: Legal Department, ICMA Retirement Corporation, 777
North Capitol Street, N.E., Suite 600, Washington, D.C., 20002 -4240
Facsimile; (202) 962 -4601
Employer: at the office set forth in the first paragraph hereof, or to any
other address, facsimile number or e -mail address designated by the
Employer to receive the same by written notice similarly given.
Each such notice, request or other communication shall be effective: (i) if given by
facsimile, when transmitted to the applicable facsimile number and there is appropriate
confirmation of receipt; (ii) if given by mail or e -mail, upon transmission to the
designated address with no indication that such address is invalid or incorrect; or (iii) if
given by any other means, when actually delivered at the aforesaid address.
7
Plan numbers 303896, 109623
13. 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.
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 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.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of California, applicable to contracts made in that jurisdiction without reference to
its conflicts of laws provisions.
10
Plan numbers 303896, 109623
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
CENTRAL CONTRA COSTA SANITARY DISTRICT
LIM
Signature
Name and Title (Please Print)
Date
INTERNATIONAL CITY /COUNTY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
By 6" ,,� �
01, n
An' ela C. Montez
Assistant Corporate Secretary
Please return fully executed contract to: New Business Unit
ICMA -RC
777 North Capitol Street NE
Suite 600
Washington DC 20002 -4240
11
Plan numbers 303896, 109623
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 form.
ICMA -RC will provide an enrollment link through the general ICMA -RC
web site. Plan sponsor will also make available the online enrollment link in
their Intranet site or via email to new employees. Employer can also enroll
employees through EZLink.
(b) Establishment of participant accounts for each employee participating in the
Plan for whom ICMA -RC receives appropriate enrollment instructions.
ICMA -RC is not responsible for determining if such Plan participants are
eligible under the terms of the Plan.
(c) Allocation in accordance with participant directions received in good
order of individual participant accounts to investment funds offered under
the Plan. Participants can complete allocations through Investor Services,
Voice Response System or through Account Access, the secure participant
online system provided by ICMA -RC.
(d) Maintenance of individual accounts for participants reflecting amounts
deferred, income, gain or loss credited, and amounts distributed as
benefits.
(e) Maintenance of records for all participants for whom participant accounts
have been established. These files shall include enrollment instructions
(provided to ICMA -RC through Account Access, EZLink or form),
beneficiary designation instructions and all other and documents concerning
each participant's account, and if applicable, records of any transaction
conducted through the Voice Response Unit ( "VRU "), Account Access or
other electronic means.
(f) Provision of periodic reports to the Employer through EZLink
Participants will have access to account information through Investor
Services, Voice Response System, Account Access and through quarterly
statements that can be delivered electronically through Account Access or
by postal service.
(g) Communication to participants of information regarding their rights and
elections under the Plan.
(h) Making available Investor Services Representatives through a toll -free
telephone number from 8:30 a.m. to 9:00 p.m. Eastern Time, Monday
through Friday (excluding holidays and days on which the securities
12
Plan numbers 303896, 109623
markets or ICMA -RC are closed for business (including emergency
closings), to assist participants.
(i) Making available a toll -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. Account access and VantageLine are 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 htlps://hap2erl.icmarc.org/login.jsp
(j) Distribution of benefits as agent for the Employer in accordance with
terms of the Plan. Participants who have separated from service can
request distributions through Account Access or via form.
(k) Upon approval by the Employer that a domestic relations order is an
acceptable qualified domestic relations order under the terms of the Plan,
ICMA -RC will establish a separate account record for the alternate payee
and provide for the investment and distribution of assets held there under.
(1) 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
Investor Services or Account Access.
(m) Guided Pathways — Participant Advice and Guidance may be made
available through a third party vendor on the terms specified on ICMA-
RC's website.
(n) ICMA -RC will determine appropriate delivery method (electronic and /or
print) for plan sponsor /participant communications and education based on
a number of factors (audience, effectiveness, etc.).
13