HomeMy WebLinkAbout95-97 ' • 111
RESOLUTION NO. 95-97
RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS AMENDING
DEFERRED COMPENSATION PLAN
WITH ICMA RETIREMENT CORPORATION
WHEREAS, the Town provides a Deferred Compensation Plan
("Plan") for its City Manager pursuant to Section 457 of the United
States Internal Revenue Code; and
WHEREAS, the Plan is administered through ICMA Retirement
Corporation; and
WHEREAS, the Small Business Protection Act of 1996 enacted
amendments to the Internal Revenue Code that require changes to the
structure of and allow enhancements of the benefits of the deferred
compensation plan; and
WHEREAS, the Small Business Protection Act of 1996
specifically requires that eligible deferred compensation plans
established and maintained by governmental employers be amended to
provide that all assets of the plan be held in trust, or under one
or more appropriate annuity contracts or custodial accounts, for
the exclusive benefit of plan participants and their beneficiaries;
and
WHEREAS, the Town wishes to provide a Deferred Compensation
Plan with ICMA for all Town employees .
NOW, THEREFORE, the City Council of the Town of Los Altos
Hills does RESOLVE as follows :
1 . The City Council of the Town of Los Altos Hills hereby
amends and restates the Town' s Deferred Compensation Plan (the
"Plan" ) in the form of the ICMA Retirement Corporation Deferred
Compensation Plan and Trust Document, which is attached hereto as
Exhibit A, with the exception of Article VIII (Loans to
Participants) .
2 . The assets of the Plan shall be held in trust, with the
Town serving as Trustee, for the exclusive benefit of the Plan
participants and their beneficiaries, and the assets shall not be
diverted to any other purpose. The Trustee' s beneficial ownership
of Plan assets held in the ICMA Retirement Trust shall be held for
1 3\lah\res\457-icma.res
•
III
the further exclusive benefit of the Plan participants and their
beneficiaries .
3 . The Plan shall not permit loans .
4 . The Town hereby agrees to serve as Trustee under the
Plan.
5 . The City Manager or designee is authorized to take any
action to amend the current Plan for the City Manager, including
execution of a restated Plan document incorporating provisions
which are desirable and necessary to effect this Resolution.
6 . The City Manager or designee is also authorized to take
any action to enter into a separate agreement with ICMA to provide
a deferred compensation plan for all permanent, full-time Town
employees, including execution of a Plan document incorporating
provisions which are desirable and necessary to effect this
Resolution.
PASSED AND ADOPTED this 19th day of . November , 1997 .
By:
Mayor
ATTEST:
City Clerk
2 3\lah\res\457-icma.res
NOV 05 '97 iiirPM JORGENSON,SIEGELP.4i19
7 Dcjtrred Compeesetion Plun and Tr„'t Dotun,eni •
N a v e m b e, 1 9 9 6 EXHIBIT A
eted
DEFEiLfekLt CCMPLZdSATION PLAN x• TRUST teE tipahsrAgreement dnaby
he pcin in iJoinder whhall
ARTICLE 1. PURPOSE receive any benefit;payable hereunder in the event of
the Participant's dearh. In the event that the Participant
The Employer hescby establishes the Empinyes's Dc- names two or mute Beneficiaries, each Beneficial.), shall
ferret].Compensation Plan and Trust,heicafter referred be entitled to equal sharesth, tic t of e.benefits
ene provideds ble at the
to as the "Plan." The Plan consists of the provisions set per`cipan�,s Je,inder Agtecment, If no beneficiary is
forth in this dncumcttt' designarpd in the Joinder Agreement, if the Designated
The pLunary purpose of this Plan is Lu provide retirement Bencficaaly predeceases the Participant, or if the desig-
income and ocher deferred benefits to the Employees of the n3ceda cticififter(15) dayst then tines noC the Pa tcific a nt Pair a
}imployer and the Employees' Benefici�,rie:c in accutdancc . Pei erioant shall be the 1Saneficiary
d with the provisions of Section 457 of the Internal Rev- P
eau; Code ot 1518E+,ac amended (the"Code''
2.0 Deferred Compensation: The amount of Normal
%om eilsatiisn otherwise payable rn the Participant
This Plait s1Lall be an agreement solely between the P
Employer and participating Employees. The flan and which the Participant and the Employer mutually agree
Trust forming a part hereof arc established and shall be oePartiver ac's heretAlcou any
by anoun t of crei ttad for under
maintained for lire exclusive benefit of eligible Employ sectio or any ocher amount wl'it.h the Employer
e.rc and their Beneficiaries No part of the Corpus or Ces to credit to a Parric.ipant's Account.
income ot the Trusr shall'evert to the Employer or be a gr
used for or diverted to purposed other than the exclu-
sive hrrteGt of Participants anti their BeticGciarics. fon the Employer,whether as an employee of the
.ARTICLE Ii. DEFINITIONS Employer nr as an independent contractor, and who has
been designated by the Employer as eligible to partici- ,
2.01 Account;The bookkeeping account maintained for pate in the Plan.
each Participant reflecting the cumulative amount of the 2.07 Includible Compensation:The amount an
participants referred Compensation, ineludiiig anyomnii0rhe amount of for a
income, gains, leases, or increases in decreases in market Employee's
compensationthat is aiUfrom to services performed aed for
value attributebie to the Employer's investment of rhe: taxable y
Participant's I:cfcited Compensation, and further the Employer arid that is includible in the F.mployee's
distributions to the. participant or the gross income for she taxable year far federal income tax
Participant's
reflecting any purposes; such term does not include any amount
ipsae's$eaetiriary and any fees or expenses Participant
changed against cs Deferred excludable from gross income under this Plan or any
acti Gonnpeuoa- other plan dcst,sibed in Section 457(b) of die Code or
non any ocher amount excludable from gloss income for
2.o2 kt,ing Date. Eech business
ot rgtaaIneludible o
York Stock Ei.t1a' Ce is open adinE, provided in shall be determined without regard community
etty laws.
Section 6.06 for valuing the Trust's assets. propeaty
person or persons named Lo 2.08 Joinder Agreemern. Au agreement entered into
2.03 Administrator:emtann`hs P between an Employee and the Ern.ployer, including any
early 0111 t,c'caia aondisczztionoty adminisuativc funs
buns under the flan, as hereinafter described.The ame dmenths a or notifi a ions dineo
ompf.
chh t'ore meat
Employer oily removee.uY Person as A,dminicrraWt
person, a preference among the investment alternatives desig-
fy
desi Harr. the Employee's
upon 60 days advance notice in writinglu such
. in which case the Employer shall name another person mated by theERpm far, d s gaud incorporate the terms,
or persons to act as Ath'uuistretor.The tidministratuL Beneficiary
may resign upon 60 days' edvanr.P notice iu waiting to conditions, and provisions of the flan by reference.
the Employer, in which rose the Employer shall name
another person or persons to act as Ads unistratnr
Two
NOV 05 '97 110:VM JORGENSON,SIEGEL
P.5/19
iCMA AE te.EMENT CORPORATION •
' I
to have actually termiuited. In the case of a Participant
2.09 on l41 chat would
ha Gaya l The amount of concpettsa- Who is an iudepcndent contractor of the l:tup Y
rias which would he paSato a Participant by the
d to have oc-
were Lniplin s for a taxable year if no ioniunderder �th s Plan. cursed reement `when the Participaut,sl ontractcunder which
were in effect to deler enmpensatio services are performed has completely expired and
P Y•
O-1/2, unless the terminated, there is no foreseeable possibility that the
2 10 Normal l s elected on Age=A8 will renew the wutrace or enter into a new
Part
Age written hes elected alternate Normal 1 druinistra Employer e Participant will services,
an Employee Ci
. Age by iasrriirncnt delivered to [Icr..Ad 8nt'9Lra- ra�Pd[hio�l�lte Participant's;e=victs, and is not•amici-
g
of
for prior to separation from Service. A Participant's
Normal Retirement Age determines the period during the Employer.
which a Participant may utilize the catch-up lirnitatiutt 2.15 Trust: The Trust created under Article VI of the
or Section 5.07.hereunder. Once a Parr+r+patn has to Plan which shall consist of all compensation deferred
any extent utilized the catch-tip limitation of Section . to any income and gains n.less —
g.0�, his pdormal Y etir<mfnt Age may slot be changed. any loser s, expenses and distributions to Participants and
A PartICipanr's :alternate Normal Retirement Age may Benefikiaiies.
not rte earlier than the earliest date that the Participant ARTICLE 111. ADMINISTRATION become eligible to ratite and receive unredu+.cd
retirement benefits under she knlpinyer s basic retire
r.uvering the Participant and may not be later 3.01aD tie ortohel make er The
ep discretionary Employer
shall
have
sneer plan the t5
than she date the parricipaltt will attain age 70-1.2.Ir a
age to the rights ut benefits of Participants whiLli may be
required in the admilliseratio+? of this Plan. The
_ affect-
Participant continues employment after attaining 6
70-1J2„not having Previously elenrrcl alternate Normal q
the Participant's alternate Normal Employer's.decisions shall be afforded the maximum
R.prireusout Age, deference permitted by applicable law
Retirement Age sbali nut be later than the mandatary
i
a ae-at aha, if auY,
established by the Employer, or , as
agent for the E.mployot, shall perform nondisCrctiuuat3
the ageat which the Participant actually separates from 3.02 Duties of Adminidtratur: The A mintstraLor
administrative functions in connection with the Plan:
service if the Employer has no mandatory retirement
age. It the Participant will not become eligible to
receiveof
benefits under a basic rt:rircmaut plan main-
including the uncsi n in co neCri pants` Accounts, •
Employer,
the Partici pant's alternate the provision of perindi+,reporta of the status of each
rained by the eme11t1 Account, and the tlisburaement of benefits on behalf
and Normal 1�.enre+n�elli Ahs may not be earlier than age 55 Cie rhe Employer ill accordance with the provisions of
and may not be lacer than age iD-1/2. this Plan.
2.11 P:;ttieipanr: Any Employee who has joined rite
•
Plan puraua,cr to the requirements of Ar[iCle IV. ARTICLE IV. PARTICiPATIdN IN THE PLAN
4.01 Initial parxicipatiuu; An Employee may become a
year. Agreement prior
2,12 Plan Year:The calcntlai } Participant by entering into a joinder
•
celendar
7..13 Retirement: Thetires date sport which both of the • CO
ddee eAinning o theis Laconic conch in
o which the
folloing shall have occurred with respect to a partici- Jg �t earned.
parer. Separation from Service and etcainment of age 65. compensation nut y
4.02 Amendment of Joinder Agrccinont: n A to r
the Echange
2.14 Separation From Service:Severance of the and amend an executed joinder Agr
Participant's empinymeut with the Employer whichmay
amount of compensation nor yet cawed which is to
constitutes a"se�,ataciou From service" within thed the
meaning of Section 401(d)(4)(A)(iii) of the Code. In be deferrals red (tcl die W change c i iin f sac nL h turerenec
general; a Participant shall be deemed to have severed `
With the Employer for purposes of this (subject to seal restrictions as may result from the
Planent
e by
his whin.in ac
e Em-
when.in accordance.win the established practices of niiaa�r of uch cormame:ndutcitt shall becoot any investment me effective as of
the Employer, the employment relationship u rnnsidercd P y
r-
•
NOV 05 '97 4014PM JORGENSON,SIEGELP.6i19
57 Deferred Gumpe+rrerisn Mar. One 7�rws
! Dscurreer •
,Neve.hrr 1996
rhe beginningof the calendar month commencing after ARTICLE VI. TRUST AND INVESTMENT
the date the amendment is executed. A 1'artiripant may OF ACCOUNTS
at any time amcu:l his joinder Agreement to change the 6.01 Investment of Deterred Compensation: A Trust is
beed Beneficiary, and loth amendment shallmtnediarely. hereby created to hold all the assets of the Plan for the
deccorateome cifactive iexclusive benefit of Participants and Beneficiaries,
he paid
ARTICLE V. LIMIT1lT1ON5 ON DEFERRALS the
Trust ashp a provided in Secelnn 6.03xpenses and taxes .The trustee shall h'..
5.01 Normal Limitation: J euept as provided h section
son inh eEhamployerty hereunderci person which agrees to ate5.02, the masimutu amount of Deferred Comp
for any Participa:tt for any caxahle ycat shall not exceed
the lesser of$7.SU0 00, as adjusted for the cost-of-living 6.02 Investment powers: The trustee or the Plan Ad-
in accordance with Code section 45'/(e)(15) for taxable he is�wC rs lastingn as agent nt for the ttrustee, shall
ill have
yearshe8intuug after December 31, 1996 (the "dollar Pto the extent
invest-
limitation"), at the
or 33-1/3 percent of the Participant's merit of innofTrustassets,
assetaps directed by Pahricipants.
Includible Coui;•Nn<:ttiust for the taxable year. This urcttant to Section 6.05-
limitation will utdinarily be equivalent.to the lesser of p
the duller limitation in effect for the taxable year or 25
percent of the Participant's a '1'o invest and teinveat the Trust without dis-
tinction between principal and incnme in any form
of tangible or intangible property. teal, personal, of
5.0/. C:ai�h-•i.7:-, Limitation: For each of the last these (3) ntixcd, and wherever situated, including, but ant.by
taxable years el,a Participant eliding before h►s atrain-
die nsaximttru amount way of limitation. common or preferred stocks,
0f D ff Normal Co` pens critcnt Age, chares of regulated investment companies and other
of Deferred. Compensation shall he the lesser of; (1)
the Normal Limitation for mutual funds, bonds, loans, notes. debentures,
zhc taxable
or (2) the sum of(') mortgagee, rertificatcs of deposit, interest, or pat-
the Normal Ltnticatinn furcommercial
or pai.-
eac taxable
end (ii) cir•.i atioit, equipment trust certificates,
each prior taxable year of the Participant commencing a �t including but no[limited to participation in
after 1978 less the amount of the Patticipatit's Deterred pooled commercial paper accounts, contracts with
Cudipcnsation for st�rh prior taxable yearn. A prior paccoun[
taxable year;hall he t3znsuranrr. companies including but net limited to
takenn into' under the insurance, individual or group annuity, deposit
preceding sentcuc: only it (i) the Parritipanc was els administration, and guaranteed interest contacts,
Sidle to participate in the Plan foe such year (or in any
other eligible deferred c.0iupensation plan established deposits ar rrasuiiable rates of interest Jr banking
izicrittiti.otts including but not limited to savings
under Section 457 of the Code which is properly taken ncri utiaucouncand cludin arPc of deposit, and other forms
into arc uuar pursuant to any)ldefer udder seet theft 4Plan
of securities or investments of any kind, class, or
Arid (ii) compensation (if deferred under Plan character whatsoever and representing itttt;tests in
tiO(or such rfortla plate} teas subject°° the dr.frrsal litnica-
any form of enterprise, wherever it may be located,
tinn.s set fait!: in Section �•Qi
organized or operated within or without the. United
States of/�711CIit.i1, whether such investments ace.
5.03 Other Mos: The amount excludable from a income producing or not,without being limited in
parcicipanr.'; gross income andel this Platt ut any other anyrespect by statute or wutc rule or decision of
eligible deferred compeusarinn plan under section 457 especrtiou now vt hereafter in force i+eon o t-
ofthe Code shall not exceed p,7.50U.UU (or sorb greeter anysa �n limit or otherwise affect enrlt investments.
amount allowed under Sections 5.01 nr 5.02 of the AssetsBof the'1'nlsc may he invested in securities or.
Plan), less any amount exrlttdi:ti from gross income
h tr
i
under section403(h). (a„espect t4 which a deduk
ction or 402 h 1 13of die new ventures that involve a higher degree of rig
Code, or any amountwith
wsh r
( )( !( ) than investutaits that have demoocrraced elicit
is allowable by reason of a contribution to an organize- of vestment performance over all extended period
tion described msection 501(c)(12) of the Code.
...., .. Fu.,
NOV •
IJ5 '97 • 11045PM JOR GEM AON,tIEGEL.M rt T C r, g,P C) R A T I 0 N • P.7/19
without
(b) To invest and reinvest all or any part of the otherwise dispose of any such prnpctty,
assets of the Trust in any common. t,olleccive or regard to restrictions applicable to fiduciaries or
commingled trust fluid that is maintained by a hank
others and without the approval of any rnitrL.
or other instituriou and chat is available ro Rut- To sell for cash or credit, redeem. exchange for
Em-
ployee plans described under sections 457 or 401 of (.a,)
the Code, or any successor piuvisions thereto, and acs ocher property convey,heldsin fer, or
of er in
sairy
during the period of:lute that an investment • ir,anstrt and at any time, by private cuutracr or at
through any such medium shall e•xis[, so the extent ublit auction or orhrrwi�e, and no other person
p
of pnttiiipaeion of the Plan, am declaration ofether. public
be bound to see to the appltcaeion of the
of such common, collective, or commingled Trust urrhase money or to inquire into thc validity,
tend shall cctrtstitutc a part of this Plan. expediency, or propriety of any such sale or other
' part of the — disposition.
(c) To invest and reinvest all or any
assets of rhe"Frust in any group a;+uuiry, deposit
}1make eomrast-
adminisiraci�i.•or guaranteed interne:Loneraet issued (h) Tu enter into contracts for in to :Ha
by au i.surance company or o[hes financial institu- ui t base for call at a r in core pany da a a wiy th
others pertyo
Lion on.a commingled ut collective basis with [he Pr. ,licca Lot the Trust.
assets of any other. 457 plan or trust qualified under q
sr.rrion 401(a) of the Code or any other plan de-
l) '1'o vote or to icfiain from voting any stocks.
sc,ibcd in section dM(n)(24) of the Code.and such bonds, or utile[ securities held in rhr. T+ost, CO
maybe held or issued in the name of the any other tight s h appurtenant to any securi-
lat) 'sc
contract rxcnt.+
Plait Acltiiittistracor, or such as a c nasi as the Plan tics or other property held in the Trust, to give
Administrator may appoint, as a=car and nominee general or special proxies or power; of attuttley with
for the Employer. During the period that an invest- r without powat at substin,riAR with respect to
merit tltrnugh any such contract chaff cxi_t, to die
extent of participation of the Plats, the terms and
such securities and ttih Cr plbp GLC)';.to exerCLSP, any �
the
bl
conversion privileges. subscription rights, or oilier
d'ai .ri: of such r.outr;tct shall constitute a part of options or ptivilcgcs with respecr to such securities
•
the ion: and other property and make any payments hidden-
. e art interests its real property or in tal thereto, o �'- Y
(d) To-purchase on r F bygeneral at limited power of attorney. any of the
mortgages on real ptapertY, wherever shell real
powers of au owner with respr:et to stock:, bands,
prrty may be situated, and to delegate to a SCeuricias, or ocher property held in the frust ar.
property ,nn:sa�er or rhr. holder o;holders of erry or o, anybine.
majority interest hi sue It real Pand n :eta ion of •
the management1 o consent w and participate in
on t1 r. property erty ') To oppose or t
P P
any[r.r; •
ititcrest in such real ptopctty or mortgages. any organization, reutgaaization, concoliiatinn,
merger, combination, readjustment of tlttat,ees, or
cintilat arrangetncttc with respect 10 any corporation,
(c) '(.i, hold rash awaiting investment and w keep 8
such e,nrciou of the Trust in Cath or cash balances. or usrlarinu, in bf the scsecurities of
without liability for intrrrsr, in such amounts as may an which are held o the Trust, to do se ata with
from.rime to rime be deemed to be reasonable and
necessary to utter obligations tinder the Plan or
reference thereto, including the exert-Ise of options,
die making of agr�-emenu 01 subscriptions and the
otherwise to be in the beer icttciests of the Plan. payment of expenses, assessments, or subscriptions
•
(f) To retain. manage, operate, administer., divide,
eJtar,may be atoned necessay or advisable in
subdivide, partition, mortgage., pledge, improve,
connection elterewitlt, and to accept, hold, and
and develop in any retain any securities tn. other property that may be
niece, demolish, remodel.iopair, F so acquired,
any prultctty. or any part of or partial .
interest its any property, real cur pctsouai, held in the
Trust, to lease suet' property for any period of cline,
and to grant options to tell, exchange, lease. OS
......... ........ .. Floc
NOV 85 '97 '45PLr�CIIC*. ... -... tin Plcn and Trazf 17arumarit P.8/19
November 1976 •
( To make., execute, acknowledge, and deliver
To degnsit auy property held in rhe Trust with o)
k y'1'protective, reorganization. nr similar commit any and all deeds, leases, mortgages, eotsveyaiices,
ren, and to delegata discretionary power thereto and contracg ts,
cart'uipleases. or other 1nm-time=in
proper for the accomplishment
to pay and agree to pay part of its expenses and of any the foregoing powers.
compensatioI.aud any assessments levied with S
rrspee r to arty such property so deposited• •
(p) To open and maiutaiu any bank account or
1'o hold, to authorize the holding of,and to accounts in the cause of the Flan, the Employer. of
register any investment to the Trust in the name of any nominee or agent of the foregoing,including
the Plan, the Employer, nr auy pomince or agent of die Plan Administrator, in auy bank or banks.
any of the foregoing. iut.luding the Plan Aciministta- To du any and all ocher arts may be
tor, or in he<uer form, so deposir or arrange for the (� out any that me powers set
CCuied necessary to carry Y
deposit of securities in a qualified central depository F forth herein
. ' •arhrri so deposited, such securities may
even though,
be merged aril held in bulk in the name of the
nominee of such depository,rich other securities 6 ()3 Taxes and Expenses: All tastes of any and all kinds
deposited therein by any other person, and to whatsoever chat may he levied or assessed under existing
organize corporatiuus or trusts under the laws of airy or fucu
re thalaw s iipou .and all or in
missito oh e aTqutst,ons or the
jurisdiction fur the purpose of acquiring or holding
incomeor
for the Trust, all with or dispositions of securities and similar expenses of invest-
wit to anhe addition
went and reinvestment of the Trust, shall be paid from
without the addirint� uC words or other action to
indicate rhat prupeirY'is held in a.fiduciary or the Trost. Such reasonable compensation tin the Plan
representative capacity bur the books and records of Administrator, as may be agreed upon[Loin time to time
the Plan s1:411 at all rimes show that all such invest- by the Employer and the Plan Administrator,and
ceimbursrment for teasonablc expenses incurred by the
merits are p tr[ of the Trust. Plan Administrator in performance of its duties hereun- ,
ut
for
al, account-
(nt) Upon such terms as may be deemed adv1C sli� idn.i.g,(iuves��ng bandnor
ustudial services) shall alto he paid
caby the Ey he,fo r oh the te�o of the interests of from.the Trust,
easeninyh�, fotthcp
the Plan or for the preservation of the value of an ymdnt of'Benefits: The payment of benefits
investment, to exercise acid enforce by suit for legal Frop� m Pi Trust in accordance with the: terms of the flat.
or equitable remedies or by ocher action. or to may be rnaJe by the Flan}ldminisuawt', or by any
waive any tight or claim on behalf of the Plan or y
any default in any obligation wing to the Flan, to Lust diad n a oth er prion sothe mPlan
be
by the
Er tiuis-
rcncw, extend the time for payment of, agree to a p Y
reduction in the rate ok interest on, or agree to any r r, c os soy any trrbher perf sonush asstioL badeliaatble
with
tra
or
other modification or change in the terms of any respect
obligation owing to the Plan, to settle, compromise_ direction of the F.mpluyet.
adjust, or submit to arbitration any claimco right in
favor a d or against thef Plan, to ,bid ne orandproperty
enforcee nondiscriminatory trigs established by the kmpinyer and
anyandall and a deed in ,eidi p p
foreclosure, and cake a decd in lieu of foreclosure ��=q�.su�u toibcainv, the ested�n one (1) oarticipant ry ditect his/
more in es[
with or without paying consideration therefor, CO the Plan; provided,snor how-
whenever
or defend`'of the Plants or cr legal proceedinv requir s it, and so over` that the Participant'ss le rinve investment directions shall
re resent any Plant P in not violate any investment restrirrinns established by the
repres�nr. die Plan in an suits or legal ruceedings later. Neither the Employer, the Administrator,
m
o
any watt of law or equity or before any body or npany other person shall be liable for any losses
•tzibunal. incurred by virtue of following such directions or with
to citable consultants, depositories, any reasonable adnunnsttative. delay in implementing
(n) To emp y s
agents, and legal Counsel on behalf of the Plan. such directions
.esti
NOV 05 '97 �:46PM JORGENSON,SIEGEL
•0 ] Lean « L L . ,.,. M s N t CORPORATION P.9i19
•
6,06 Valuation of Accounts: As of each Accounting than cash, unless the Employer and the Administia-
Date, the Plan assets Leld in each investment fund An agreeeh t hold sed other
RU cash all Untreated ts utlet the Plan.
lai
offered shall be valued at fair market valise and the y
investment income and gains or losses fui each fund deferral subject to the limitations of Article V,
shall be detetminPd. Such investment income and gains ex.ept Sections,bfill Ind Sor purposes of anpd uoingtthe he£deferred
tion
all
losses chall,Lc allocated proportionately amongunder the plan from which
or during any taxable year
Account balances on a fund-by-fond basis. The alloca accepted shall be treated as if it has
the uansfcr is p
inthe proportion tLat each such Account taxable
shall be such
tion been deferred under this Plan during
balance as °f rhea irtiuiediatcly preceding Accounting Vear and rum ensa[ioit paid by the transferor cm-
Date bears to the total of all such Accottnr.halauces as of P
4i chat Accounting Date. For purposes of this Article, all ployer shall be treated as if it had been paid by the
Account balances include the Account balances of all Employer.
Participants and Dencficiaries, (b) Qtiraciii a Transfers:An amount may be trans.-
6,07 Parncipant Loan Ac:cauucs: Participant Loan ferret] to an eligible deferred compensation plan
Accounts shall be invested in accordance with Section maintained.by another employer. and charged to a
Partici ant's Account udder this Plan, if(1) the
R 03 of the plan, Such Accounts shall not share iii any Participant has separated from service with the
investment income and gains or Lu>scs of the investment Employer and become an Employee of the other
funds described in Sections 6.05 and 6.06.
employer, (ii) rhe other etitploycs's plan provides
6.08 Crediting of Accounts: The Participant's Account that such cransfci will be accepted, and (iii) the
shall reflect'the urntinr and value of the investments or Satticipant e them a azhe employers
p o yers have
signed al such
other property obtained by the Employer thrnngh the benefitssu to the Partici-
he
pursuant
liability to pay
investment'of.the Participant's Deferred Cutttpcnsation •it}�has been discharged and assumed by the other
purl tans to Sections 6 05 and 6.06. It is anticipated that P• mac
u
the Employers investments-with respect CO a Participant employer. Thfrhe rho lu fur plan y etas wire such
doe uary
will conform to the investment preference.specified in to effectuate the transfer, to confirm that such plan
the Participant's Joinder Agreement,but nothing hereinwithin the
shall be construed to require the Lmployer to meligible any is an cliiblc deterred compensation plan
on
particular investment of a Participant's Deferred Coin- hat t meaninagsof se t i pro is d for under such planassure
Such
ee such ppensation. Each Participant shall receive periudic
reports, not less frequently than annually, showing Clic transCe3taneesiashall e prrui rdrtd onlye uoacitioa 457 of`tlie
then current. value of lits/her Account. t,:ode and the regulations thereunder.
6.09 Transfers: 6.10 Employer Liability: In no event shall the
(a) Tnes iuiiie. Transfers: A transfer may be. accepted Employer's liability rn pay benefits to a Participant
Cruel a- eligible deferred compensation plan main under` rltlte Pais ts exceed
x eed'st the
value
r; hei[f]er theof Employer
j byanother eiuployei and credited to a shill he liable for losses arising
taaneu.
Participant's Account under the Plan if()) the toe the from depreciation or sLitkagc in the value of any
} Participant has separated from service: with that irtvectmrtit5 acquired under this Plan
r. an Employee
oftheErn
player, and (ii) e
employer and beCnm
the otheremployer's plan provides
that sucli transfer will be made. The Auiployer may
require such dociimrntation fi'Ulli the predecessor
plan as it deems accessary to effectuate the transfer.
p
to confirm that
such.plan it an eligible defeued
compensation plan within the meaning of Section
15'i of the Code, and to assure that transfers are
provided for under such plan. The Employee uiay
infuse to accept a transfer in the farm of assets other
$CveII
• _1
r
NOV 05 '97 •
ii7PM JORGENSON,SIEGEL P.10i19
' J7 Def•crr,A CumpCfl7CIIEA Pian
uted 7'IuIl nO,Ytnenr •
NOVOMllcr 1976
1
ARTICLE VII. BENEFITS (b)
One lamp-sunt paytncar,
quarterly, semi,-
(tom
Approximately equal suontblYt q
annual rOor annual peyuin calculated to continuem
pF
7.01 Setircment e t asio he Election idon inSepthisiion the eted ni.
Ciom Service: ,P.xccpt otherwise provided in fora period certain chosen by _
AtticlP VII, the distribution nf a Farticipaae s Arrount ca the minimum distti-
shall commence as nf April 1 of the calendar year after d Annual Payments equalof the
buttons requiica under Section 401(.x)(9)
the PlanbllYear of the Participant's s Aet}rcuhtll and the bode over uic life expeSectiocteemy 4 the participant or
disaibntion a suchWith
);etiof the palimebenefitShall be made
in bed in S e with one of the that n i goptionsthe
a de- Code
the life expectancies of the Yarescipani and -s
Sc.iiUcd in Section 7.02. Notwithstanding foregoing, $cliefieiary
but subjerr. to the following paragraph of this Section (e) Payments equal to payments made by rhr. issuer
7.01• the Participant may irrevucably elect within 60 rev ac.Hired by ehc
Service r.nhave the of
from ens.auiluity p q
daye following beparatiuuof a retirement Y nn a fixed deteemin-
nf.l]cucfus commence
adare o , ed in the receding Employer,
rr. other than that described P under
daus
ablefrom payments t 61 drys after Separation f istrihuiiuil under which 1 y
Service,but
it at 1P.a1 year following (n A split d
options (s). (U). (c) or (e) c°mmeeuc.c or arc made.ar
thevie , out lint later than Aprile1 of the asor ed by the P!L or arc under
the year of the Participant's later.
N t ioattainment the saiuc time,
of age 70-1/,2,whichever is later: Notwirht[andiug the Section 7.ti1, provided that all payments commence
foregoing p (or are made) by the benefir.cuutmericesnent
provisions of this Section 7 01. no election to
date undct Section latest that once a cneeeis
deter the it.e shat operate
of benefits after a Sutionti f msec subsequent 7.01 and will beo made paymentin t i
from movice shall operate to defer than distribution ion uC F y
anyn-
amouac'io,the Pa[tic ipant s Loan AnCOLL11t in the tially noninrreasiuo amount:.
event Ole default of the Participant's lust'' the parricipaut
u ayr elec on or after Jammy 1, 199/, the Participantibti
(g) ,Any payment oprinn elected by I
defer the commencement of distribution of and agreed to by the employer and Administrator,elect COprovided that such option mncr.provide for Substan-
u1sYmr.tits for any period after
tially Lluuiucrcasing pay
benefits to a fixed determinable date later than [IIP, date the benefit com+nencexrieAt date under SP.f:lil)r] 7.01.
following
theve,yearbof notlate'.
Partthanicipant's
Apnl i oftheyear
fullowia� the the Pareicipanr's retitGuieat or
attaiUmenr of age 70-1/2, whiChe'.vci is later, provided
61stfollowing A Lierriclpaft's or Beneficiary's selection of a payment
• (a) sut:li election is inari�. after the say n iiuu made after L�P�euibei 31, 1995, under(a), SuLsec-
c , or after
above may tr'e'ed, the Subse of
Separation from (U) t a and before r..nmmeucetncnt of P
distribucionc and (L) the Participant may:Hake only one tions ( )
the foregoing, the an automatic annual cost of-living increase, Such
(1) such elcc'_ioin Notwirh<censureu� rderlg arhuinis increase will be based on the rise in the e;onsttmex Price
A.
ront
d
tden ofithii=, ee order,Lmay the orderly '
cion of this+•r�+vision, establish•d deadline after Index neror ofAll rhe lastan Ycar insemers which(Ccost-of-living rachis
Emden - quarter of the currwh
ent,nt.'.i of benefits
it defer the be 'lowed. ofcrease was provided to the third
year. Any increase will lie made inperiodic
payment
ymfirsdistlil�utiar:e of benefits shall not allowed.
Options: As provided le Sections 7.01, checks beginning the following) y•
7.0'� and
7. it OP i of-livingincrease .will be based on the rise in the r.PI-U
cost-
7 04 slid 7.U5, a Participant 05 Scneficiary may elect to from the third quarter of 1995 to the third quartz.' of
o [inns. 1996, and will be applied to amounts paid beginning
have value of tar. patti f the fo Account distributed in
• accordanr.P with one of the fnllowiug payment �anitarY 1997.
provided chat such option is conaistent with the liutita election tlCx payment
bolls scz forth in Sectiuu 7.03. A Participant's or 13cucficiary _
(a) Equal monthly, quatteilY, sena-annual or annualoptionTnent of Len benefits made t least
30days
ysa before
oes Cir tipay-
payments
y
r
pontieniT in l his/her
chosen by the pauscid; Beneficiary fails to make a timely election of a payment
contiaiuing until liislhcr Ar.cnunt is exhausted; option, benefits shall be paid monthly under option (c)
I --.-------.-
1
----.-I
1
NOV 135 '97 41PM 57 Defe rr CoSIpEGELrion Plan sad .1.ri,r1 AAeu,aca1 P.11/19
P'o'em64r 1.99E
•
7 Ad Unforeseeable Ismergencier ARTICLE VIII. LOANS TO PARTICIPANTS
(a) In rhe event an unforeseeable emergency occurs. 0.01. Availabtltty of Loan; ret Participants:
a Participant may apply to the Employes. to receive of his/lust that pare of the val (a) Effective January 1, 1941, the Employer mayor. ust Account that is
elect to make loans available to Patticipants in this
reasonably.needed to satisfy the emergency need. If Plan If rhe Employe' has elected to make loans
such an application is approved by the Employer, Plan.
to Participants, a participant.may apply for
the Participant shall be. paid only such amount as the
Employer deems necessary to meet the emergency a loan from the Plan subjert to the limitations and
need, hut paytttettc shall not be made to the extent
other provisions of this Article•
that die financial hardship may he relieved through The Employer shall establish written guidelines
cessation ofdeferral tinder the Plast, insurance or governing the granting of loans. provided that such
ocher rtillilursemetrt. or liquidation of other assets guidelines are appioved by the Plan Administrator
to the eaten:::such liquidation would not itself cause gand are not inconsistent with the provisions of this
severe £in n=':�>=hardsh;p.:... , ;.. Article, and that loans are made available to all
(b) An ttnfuteseca.blc emergency shall be deetttcd CO Participants on a reasonably equivalent basis.
Involve only circumstances of severe financial1.0
hardship to the Participant resulting from a sudden 3.02 loan
and Coe tndi io s of Loanns under Participants:
unexperied illness, accident, or disability of the Myby
Participant or of a dependenr (as defined int section $.0I of the Plan shall satisfy the following requirements:
152(a) of the Corse) of the Participant, loss of the
Pnstteip1nt'e property due to casualty, of other (a) Availability. Loans.:hall be made available to all
Participants on a reasonably equivalent basis.
similar and extraordinary vnforesPPahle r.itcum- P
1lat1CG5 arising as a res111r of events beyond the Intcrcce L?ata. Loans must be adequately secured
control of the Participant. The need to send a (b)abear a reasonable interest rate.
Participant's child to college or to purchase a ne"`'.
home shall not be considered unforeseeable emer
Loan Limit. No Participant.luau shall exceed the
unforeseeable
determination as to whether such an �•te.ettt valo, of the Pttritip<int's Account.
tforeseeable Cluccgcncy exists shall be basad uu chc P
r
me•.rirs of each individual case.
(d) Foreclosure. In the event of default on any
v acne the outstanding balance of the
7.
7
In
installment a,t]
Transitional Rue Loi Pec-19449 Benefit ElPrriaus. he a deemed distribution_ In such Pvrn[.
Trac loan shall
In the evenr,tltat. prior to January 1, 1989, a P.tttic:lpant an actual tlisttibution of a plan loan off<rn amountor Benefit.iary has commenced receiving benefits under
or has irrevuLably elected a paytuctit
will not occur until a distributable event occurs in
a payment o(tion the Man,
option of benefit commencement dace, then that pay-
sou or election shall remain in effect notwith-
standing Reduction of Accnunr Notwithstanding any
soption Lcdu r
P (c) 1 ,
any other provision of the Nan.
other provision of this Plan. the portion of the
- Notwithstanding the fore Parriripant's,`1LLount balance used as a seruriry
/SO
Min/lois r�ccounts. held bythe Plan by reason oE:t Ivan out-
,
goingDe M iutetest
guitig provisions of this Article, if the value of a 3candisn^ to Participant shall b: taken into
Darticipant"s A:count docs not exceed liS,50i1 and(a) uu account for the Parti ipodetermining sag the amount of
amount has been deferred under the Plan with respect the Account balance payable ar the time of death or
to the participant during the 2-year period ending on distribution, but only if the reduction is used as
the dace of the distribution and (b) there has been no s Prtr of the loan.
prior dietribUtiut► under the Plan to the Participant ro P
tnnuauc to this Section / 118, the Participant/may elect
P Participant's
to receive or the F•mpluyct may distribute the 1 ate P
entire Account without the consent of the Participant.
Such distribution shall he made in a lump sum.
NOV 05 '97 0 :48PM JORGENSON,SIEGELP.12/19
ICMA ILRTIRgMENT CORPORATION
•
(within such terra) instituted at the end of such
. (E) Amount of Loan. At the time the loan is made, period of suspension.
the principal amount of the loan plus the outstared- P
balance (principal plus accrued interest) due on Prepayment. The Participant shall be peuuitted
ing other
outstanding luaus to the kartiripant Erato (►) loan in whole or in.Part at any time
other ovt g repaythe
to
anyEmployer ,
to of clic ,
the Plan and fruur all other plans riot to maturity, without pcualry.
ied em loye'•r plans wider season P
char are qualified P � •
72(p)(4)of the Coda shall not exceed the least of: (j) Promissory Note. The'loan shall be evidenced
bya romissory nom executed by the pareieipalar
(L) $56.000, reduced by the: excess (if any) of and delivered to the Employer, and shall hear
(a)•The highestoutstanding balance of loans interest at a reasonable rate determined bar the
frnia the Plan during rhe one (1) year Employer. .
perf.od.ending on the day before the darn r
on which the loan is made, over (k) Security, The loan shall be secured byan
aecigtuuent of the Participant's right, tide and
(b) The outstanding balance of loans from the
interest in and co bit/het Account.
Plan on the date on which such loan is (1) Assignment or Pledge. For the purposes of
made: or paragraphs (t) and (g),assign►nent or pledge of any
portion of clip Partit.ipAnt's interest in the. Plan and a
(7.) interest
of the value r diee Participant's loan, pledge. or assignment with respel.t co any
this Plain all oC his/her Accounts ander
insuraAtc contract purchased under ehc Plan, will he
this Plan. treated as a loan
H Employer
(g) Application for T.oain. The Participant mus[ ret OCllel')errtts and t OIilllClnuJ. The Emp y
give the ed bthe adequate . often notice, as ( )
the Eln to r., ark:amount and Miall fix such other terms and conditions of the loan ,
desir d rim by P Ye a9 it deems ner.r.SsaiY to comply with legal require-
one
Eur receiving a loan. No more than ltc to maintain the qualificariou uEthe Plan and
oesired ►tie:
uac (1) loan may he made by the Plan to a Nuclei-
year. No lnatt shall be ap- Trust under section 4.57 of the Code, or to prevent
pant in if'
f a the treatment of the loan for tax purposes as a
proved iCau saucing loan from the Plan to the distribution to die Participant. The Employer, in
Participant is in default w any extent. its disc,totion for any reaeon. may fix other terms
and conditions of rhe loan, not inconsutent.with
(h) T�ngth of Loan. Any loan issued shall require the provisirtns dais Article and ser_ticin 72(p) of
the P;i►rioipant to repay the loan in Substantially clic Code.equal iastallrnenrc of principal and interest. at least
azont :l.•', over a period that does not exceed five (5)
yeah ia.oru the date of they loam: provided, however, 0.03 Participant.Loan Accounts:
that i":the proceed< of the loan are applied by the Upon approval of a luau co a Participant by the
Participant CO actltsirc any dwelling unit that is to be (a)
Employer, an amount not in excess of the luau shall
used within a reasonable rime (determined at the bo transferred from the Participant's other invest
time the loan is made) after the loan is made as the mens Curtd(s), described in Section 6.05 of the Plan,
principal residence of clic Participant,the five (5) to the Partieiranr's Loan Account n: of the Accuurtt
yeas l,fmit shall not apply. In this event, the periodpreceding rhe agreed upon
:hall nor,ext ted a reasonable p etiod ing Date immediately p B
of repayment c date on which the loan is to he made.determined by the Employer. Principal installment
and interest payments otherwise due may be sus-
The assert ilf a Participant's Loan ACCoulrr may
pended for eup nha
to one (1) year during an avrhnrizcd (b)investedesand a Participant's
only in an ACCOUn notes
• lcav9 of absence. if the promissory note su provides, received by the Plan from cite Participant as eoneid-
but not beyond the original term per�uittcd under oration for a loan permitted by Section 8.01 of the
this",ub3ectton (h),with a revised payment schedule
Plan or in t,ash. Uninvested cach balances in a
... .......... F.Ir.utn
_NOV 05 '97 648PM JORGENSON,SIEGELP.13i1S
457 Defected C,mfenrdlesn Plan dull Trine Document
Novcrr.6cr 1996
Nothingin this Section shall he construed to audio-
Neither
Luau Account shall not bear interest. rize any Lu Uc disttibuccd under the Plan at
Neither the Employer, the Adtninistrauu, nor any Y permitted
other person shall hr liable for any loss, or by reason a time vt its a m
forttat is not Any payment triode under
a
157 oE the
person of any breach, that results from the Yarticiponr's nother than the Pattit:ipant pursuant to this
exorcise oEsuch control, Section shall be teduccd by required income ray
(c) Repayment of principal and payment of interecr withholding;the fact that payment is made to a
payroll deduction or,where person other than the Participant may not prevent
shall he trade by Pa Yr being
teyayment!cannos be made by payrull deduction, by suchtpa of ntthe frPaont
pan includiblefor l theng gr ss
check, and'shall he. invested in one (1) or snore
other invest*.tett funds, in accordance with Section income tax reporting purposes.
6.05 of the Platt. a, of the next Accounting Date h Release from Liability to ParticipantThe
after pay_n:ent thereof to the Trust. The amount so ( )
invested e%all be deducted Ecom the Participant's hall be reduced Liability
i bl • Participant
itothe extent that amounts have
Loan Atct•a'•t.',, .. shall
paid in het aside for payment to a.spouse,
(d) 1'he Employer shall have the authority.Co Lorrttes spouse, or child pursuant to paragraph (a) of
ecrahlish othet Leasonable rules,not inconcicrent the Section. No such transfer shall be effectuated
with the provisions of the Plan, governing the unless the Empinyet of Administrator has been
At:assort:. and maintrnatti.c of Participant Loan proviployct and the Administratoed with satisfactory rdence are released that
Ctu tinany
Acco"nrc, further claim.by the Participant with respect to such
ARTICLE IX NON-ASSIGNABILITY amounts.The Participant shall be deemed to have.
tcicased the Employer and the Ariministzatut ftom
•
9.01 In Ciretteial. Except as provided in Article VIII any claim with respect to sur.h amounts, in any case
and Section 9:A2, no Participant or Beneficiary shall
to which (i) the Employer or Administrator has been r
have any right to commute, sell, assign, pledge, transfer Nerved with legal process or otherwise joined in.a
or otherwise ranvey of encumber the right to receive proceeding relating to such rransfec. (ii) the Partici
any payments hereunder,whtch payments and tights. pant has been notified of the pendency of such
are expressly declared to he. non-assignable and proceeding in the mariner prescribed by the:law of
non transferable din jurisdiction in which the proceeding is pending
for service of process in such in-Lion or by mail from
the Employee ut Administrator to the Participant's
9,02 Domestic P clarions orders:
last known mailing address, and (iii) the. pzrli�ipant
(a) Allowance of Transfers:To the extent required a lrto obtain ng the an order
Emplo f the
court
Admi sttratots the
proceed
om
under filial judgement, decree, or order. (including S
approval,of a property settlement agreement) made the obligation to comply with the judgment., dcr.tee.
pursuantto a state domestic relations law, any or ocdcr.
portion oc a Participant's Account may be paid or parliGi atiutt in Legal Proceedings: The Em-
set aside for payment to a spouse, former spouse, or (r) Pd to
child of the Participant.'Where accessary to carry ployec and defend against or Serra ator firthaity norjudbe blipiedecree, or
our rho Lci'uts of such an order, a separate Account order described iu p;riagraph (a) any legal order
shall be established with respe-.e:t to the spouse,
former sponse, or child who shall be entitled to relating to the garnishment of a Participant's ben-
snake. investment selections with respect thereto iu efiis, unless the full expense of such legal action is
borne bythe Participant, Iii the event chat the
Lire Soule manner as the Parrir.iPanL; any amount so
set aside for a mouse. formes spouse, or cbild shall anti i ao'er tior Ad(ornnar Pon to incur) .lesssuch causes
be paid Out its a lump sum at the earlietr date that P y
Ueue£tts rosy be paid to the
partic:ipatit, unless the pause, rho amount of the expense may be charged
order directs a different time or forst of payment. against the Participant's Account and thereby reduce
the Employer's obligation to pay benefits to the
T,v e l v e
:NOV ES 'p7 :49PM JORGENSON,SIEGEL P.14/1.9ICMA RETIREMENT CORPORATION
to
in the
tus of
t. In the..course of any proceeding relating Except as may be requiredercompensation plan undethe
COicipan Plan as an eligible P
co divorce, separation, or child support, the Em-
ployer and Administrator shall be authorized to section 457 of the Code or to comply with other
disclose information relating to the Participant's applicable laws, no amendment or termination of the
Account to the Participant's spouse, former spouse, Plan shall divest any Participant of any rights with
or child (including the legal representatives of the respect to amendmentomorperminan deferred before the date of the
spouse, former spouse, or child), or to a court.
ARTICLE X. RELATIONSHIP OTHER PLANS
ARTICLE XII. APPLICABLE LAW
AND EMPLOYMENT AGREEMENTS
This Plan and Trust shall be construed under the laws of
This Plan serves in addition to any other retirement,
the stoic where the Employer is located and is esta -
ension or benefit plan or system presently in existence lished with
t the intent deferred chat it meet pe requirements
nts of pan "eligible
or hereinafter established for the benefit of the
of this
Employer's employees, and participation hereunder shall plass and T ustshall be int zpreccd wherever57 of th.e Coe, as amened. The sposs'ble in
not affect benefits receivable under any such plan or
system. Nothing contained in this Plan shall be deemed conformity with the requirements of that section_
to constitute an employment contract or agreement ARTICLE XIII. GENDER AND NUMBERbetween any Participant and the Employer or to give
any Participant the right to be retained in the employ of
shall
the Employer. Nor shall anything herein be construed includeThe tlielfet3une nine pronoun and the used
to modify the terms of any employment contract or
agreementbetween a Participant and the Employer. include the plural, except where the context requires
otherwise.
ARTICLE XI. AMENDMENT OR TERMINATION
OF PLAN
.The Employer may;it any time amend this Plan pro-
vided that it cransmirs.s`tch amendment in writing to the
Administrator at least 30 days prior to the effective date
of the amendment. The consent of the Administrator
shall not be required_in order for such amendment to
become effective, but the Administrator shall be under
no obligation co continue acting as Administrator
hereunder if it disapproves of such amendment. The
Employer may at any time terminate this Plan.
The Administrator may at any time propose an amend-
ment CO the Plan by an instrument in writing transmit-
ted CO the Employer at least 30 days before the effective
date of the amenclMent. Such amendment shall become
effective unless, within such 30-day period, the Em-
ployer notifies the. Administrator in writing that it
disapproves such amendment, in which case such
amendment shall not become effective. In the event
of such disapproval, the Administrator shall be under
no obligation to continue acting as Administrator
hereunder.
TI'I cc„
• • ICMA
RETIREMENT
CORPORATION
ADMINISTRATIVE SERVICES AGREEMENT
Type: 457
Account Number: 4465
•
• ICMA
Plan # 4465 • RETIREMENT
CORPORATION
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement, made as of the day of
, 199 , (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 Town of Los
Altos Hills ("Employer") a Town organized and existing under the laws of the State
of California with an office at 26379 Fremont Road, Los Altos Hills, California 94022.
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;
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 the investment of plan
assets as referenced in the Trust's principal disclosure documents, "Making Sound
Investment Decisions: A Retirement Investment Guide". The Funds are available only
to public employers and only through the Trust and RC.
In addition to serving as investment adviser to the Trust, RC provides a
complete offering of services to public employers for the operation of employee
retirement plans including, but not limited to, communications concerning investment
alternatives, account maintenance, account record-keeping, investment and tax
reporting, form processing, benefit disbursement and asset management.
- 2 -
• ICMA
Plan # 4465 • RETIREMENT
CORPORATION
Agreements
1 . Appointment of RC
Employer Yer
to herebydesignates RC as Administrator of the Plan to perform
9
all non-discretionary functions necessary for the administration of the Plan with
respect to assets in the Plan deposited with the Trust. The functions to be performed
by RC include:
(a) allocation in accordance with participant direction of individual
accounts to investment Funds offered by the Trust;
(b) maintenance of individual accounts for participants reflecting
amounts deferred, income, gain, or loss credited, and amounts disbursed as benefits;
(c) provision of periodic reports to the Employer and participants of the
status of Plan investments and individual accounts;
(d) communication to participants of information regarding their rights
and elections under the Plan;, and
(e) disbursement of benefits as agent for the Employer in accordance
with terms of the Plan.
2. Adoption of Trust
Employer has adopted the Declaration of Trust of the ICMA Retirement
Trust and agrees to the commingled investment of assets of the Plan within the Trust.
Employer agrees that operation of the Plan and investment, management and
disbursement of amounts deposited in the Trust shall be subject to the Declaration
of Trust, as it may be amended from time to time and shall also be subject to terms
and conditions set forth in disclosure documents (such as the Retirement Investment
Guide or Employer Bulletins) as those terms and conditions may be adjusted from time
to time. It is understood that the term "Employer Trust" as it is used in the
Declaration of Trust shall mean this Administrative Services Agreement.
3. Fmpinyer fluty 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
the Trust, and information as to the employment status of participants, and
participant ages, addresses and other identifying information (including tax
3
• ICMA
Plan # 4465 RETIREMENT
CORPORATION
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 beneficiary, and RC shall not be responsible for any error arising from
its reliance on such information. RC will provide account information in reports,
statements or accountings. All account discrepancies must be reported to RC within
120 days of the close of the quarter in which the discrepancy occurs. After that
time the report, statement, or accounting shall be deemed to have been accepted by
the Employer and the participants —
4. Certain Representations, Warranties, and Covenants
RC represents and warrants to Employer that:
(a) RC is a non-profit corporation with full power and authority to enter
into this Agreement and to perform its obligations under this Agreement. The ability
of RC to serve as investment adviser to the Trust is dependent upon the continued
willingness of the Trust for RC to serve in that capacity.
(b) RC is an investment adviser registered as such with the Securities
and Exchange Commission under the Investment Advisers Act of 1940, as amended.
ICMA-RC Services, Inc. (a wholly owned subsidiary of RC) is registered as a broker-
dealer with the Securities and Exchange Commission (SEC) and is a member in good
standing of the National Association of Securities Dealers, Inc.
RC covenants with employer that:
(c) RC shall maintain and administer the Plan in compliance with the
requirements for eligible deferred compensation plans under Section 457 of the
Internal Revenue Code; provided, however, RC shall not be responsible for the eligible
status of the Plan in the event that the Employer directs RC to administer the Plan or
disburse assets in a manner inconsistent with the requirements of Section 457 or
otherwise causes the Plan not to be carried out in accordance with its terms;
provided, further, that if the plan document used by the Employer contains terms that ,
differ from the terms of RC's standardized plan document, RC shall not be responsible
for the eligible status of the Plan to the extent affected by the differing terms in the
Employer's plan document.
Employer represents and warrants to RC that:
(d) Employer is organized in the form and manner recited in the opening
paragraph of this Agreement with full power and authority to enter into and perform
its obligations under this Agreement and to act for the Plan and participants in the
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ICMA
• Plan # 4465 • RETIREMENT
CORPORATION
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.
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 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 RC
otherwise, Employer consents to the disbursement by RC of benefits that have been
garnished or transferred to a former spouse, spouse or child pursuant to a domestic
relations order.
6. Compensation and Payment
(a) Plan Administration Fee. The amount to be paid for plan
administration services under this Agreement shall be 0.75% per annum of the
amount of Plan assets invested in the Trust. Such fee shall be computed based on
average daily net Plan assets in the Trust.
(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 Management Services to the Trust. Employer
acknowledges that in addition to amounts payable under this Agreement, RC receives
fees from the Trust for investment management services furnished to the. Trust,
except that this fee is not assessed in the Mutual Fund Series
(d) Mutual Fund Services Fee. There is an annual charge of 0.25% of
assets under management that are held in the Trust's Mutual Fund Series.
(e) Model Portfolio Fund Fee. There is an annual charge of 0.10% of
assets under management that are held in the Trust's Model Portfolio Funds.
(f) Payment Procedures. All payments to RC pursuant to this Section
6 shall be paid out of the Plan Assets held by the Trust and shall be paid by the Trust.
The amount of Plan Assets held in the Trust shall be adjusted by the Trust as required
to reflect such payments.
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ICMA
/ • •
Plan # 4465 RETIREMENT
CORPORATION
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 labeled or transferred to RC, RC is authorized, acting on behalf of the
transferor, to transfer such check or wire transfer to the Trust.
8. Responsihility
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.
(b) The parties agree that compensation for services under this
Agreement and administrative and operational arrangements may be adjusted as
follows:
RC may propose an adjustment by written notice to the Employer given
at least 60 days before the effective date of the adjustment and the notice may
appear in disclosure documents such as Employer Bulletins and the Retirement
Investment Guide. Such adjustment shall become effective unless, within the 60 day
period before the effective date the Employer notifies RC in writing that it does not
accept such adjustment, in which event the parties will negotiate with respect to the
adjustment.
(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 . Nntice.s
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
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ICMA
Plan # 4465 RETIREMENT
CORPORATION
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 the
office set forth in the first paragraph hereof, or to any other address designated by
the party to receive the same by written notice similarly given.
12. Complete Agreement
This Agreement shall constitute the sole agreement between RC and
Employer relating to the object of this Agreement and correctly
_sets forth the
complete rights, duties and obligations of each party to the other as of its date. Any
prior agreements, promises, negotiations or representations, verbal or otherwise, not
expressly set forth in this Agreement are of no force and effect.
13. Governing I aw
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.
In Witness Whereof, the parties hereto have executed this Agreement
as of the Inception Date first above written.
TOWN OF LOS ALTOS HILLS
by: r� ) I120/17
Sign.jthate
Name and Title (Please Print)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT
CORPORATION
by:
Stephen Wm. Nordholt/Date
Corporate Secretary
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