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ICMA Retirement Corporation - FY2020-043 ADMINISTRATIVE SERVICES AGREEMENT Between ICMA Retirement Corporation and City of Rancho Palos Verdes Type 457 Account # 301077 Type 401 Account # 108652 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement"), made as of the v� day of 1ltI* , 20 1O between the International City Management Association Retirement Corporation ("ICMA-RC"), a nonprofit corporation organized and existing under the laws of the State of Delaware, and the City of Rancho Palos Verdes ("Employer"), a city organized and existing under the laws of the State of California with an office at 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 RECITALS Employer acts as public plan sponsor of a retirement plan ("Plan"), and in that capacity, has responsibility to obtain administrative services and investment alternatives for the Plan, VantageTrust is a group trust established and maintained in accordance with New Hampshire Revised Statutes Annotated section 391 1 and Internal Revenue Service Revenue Ruling 81-100, 1981-1 C B 326, which provides for the commingled investment of retirement funds, ICMA-RC, or its wholly owned subsidiary, acts as investment adviser to VantageTrust Company, LLC, the Trustee of VantageTrust, ICMA-RC has designed, and VantageTrust offers, a series of separate funds (the "Funds") for the investment of plan assets as referenced in VantageTrust's principal disclosure documents, the VantageTrust Disclosure Memorandum and the Funds' Fact Sheets (together, "VT Disclosures"), and ICMA-RC provides a range of services to public employers for the operation of employee retirement plans including, but not limited to, communications concerning investment alternatives, account maintenance, account recordkeeping, investment and tax reporting, transaction processing, and benefit disbursement 1 of 12 L Plan numbers 301077, 108652 AGREEMENTS 1 Appointment of ICMA-RC Employer hereby appoints ICMA-RC as Administrator of the Plan to perform all nondiscretionary functions necessary for the administration of the Plan The functions to be performed by ICMA-RC shall be those set forth in Exhibit A to this Agreement 2 Adoption of Trust Employer has adopted the Declaration of Trust of VantageTrust Company and agrees to the commingled investment of assets of the Plan within VantageTrust Employer agrees that the investment, management, and distnbution of amounts deposited in VantageTrust shall be subject to the Declaration of Trust, as it may be amended from time to time and shall also be subject to terns and conditions set forth in disclosure documents (such as the VT Disclosures or Employer Bulletins) as those terms and conditions may be adjusted from time to time 3 Exclusivity Agreement Employer agrees that for the initial or succeeding term of this Agreement specified in Section 11, 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 VantageTrust, 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 vanous roles Such notification is to be completed through the online EZLink employer contact options ICMA-RC shall be entitled to rely upon the accuracy of any information that is furnished to it by a responsible official of the Employer or any information relating to an individual participant or beneficiary that is 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 2 of 12 Plan numbers 301077, 108652 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-party fund providers, the Employer is responsible for providing to ICMA-RC timely fund investment updates for disclosure to Plan participants Such updates may be provided to ICMA-RC through the Employer's investment consultant or other designated representative 5 ICMA-RC Representations and Warranties ICMA-RC represents and warrants to Employer that (a) ICMA-RC is a non-profit corporation with full power and authority to enter into this Agreement and to perform its obligations under this Agreement The ability of ICMA-RC, or its wholly owned subsidiary, to serve as investment adviser to VantageTrust Company is dependent upon the continued willingness of VantageTrust Company for ICMA-RC, or its wholly owned subsidiary, to serve in that capacity (b) ICMA-RC is an investment adviser registered as such with the U S Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (c)(i) ICMA-RC shall maintain and administer the Plan in accordance 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 camed 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 local law applicable to retirement plans or for administering the Plan in compliance with local or state requirements regarding plan administration unless Employer notifies ICMA-RC of any such local or state requirements (c)(ii) ICMA-RC shall maintain and administer the Plan in accordance with the requirements for plans which satisfy the qualification requirements of Section 401 of the Internal Revenue Code and other applicable federal 3 of 12 Plan numbers 301077, 108652 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 applicable to retirement plans or for administering the Plan in compliance with local or state requirements regarding plan administration unless Employer notifies ICMA-RC of any such local or state requirements 6 Employer Representations and Warranties Employer represents and warrants to ICMA-RC that (a) Employer is organized in the form and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan and participants in the manner contemplated in this Agreement Execution, delivery, and performance of this Agreement will not conflict with any law, rule, regulation or contract by which the Employer is bound or to which it is a party (b) Employer understands and agrees that ICMA-RC's sole function under this Agreement is to act as recordkeeper and to provide administrative, investment or other services at the direction of Plan participants, the Employer, its agents or designees in accordance with the terms of this Agreement Under the terms of this Agreement, ICMA-RC does not render investment advice, is neither the"Plan Administrator" nor"Plan Sponsor" as those terms are defined under applicable federal, state, or local law, and does not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and its related trust ICMA-RC does not perform any service under this Agreement that might cause ICMA-RC to be treated as a "fiduciary" of the Plan under applicable law, except, and only, to the extent that ICMA-RC provides investment advisory services to individual participants enrolled in Guided Pathways Advisory Services (c) Employer acknowledges and agrees that ICMA-RC does not assume any responsibility with respect to the selection or retention of the Plan's investment options Employer shall have exclusive responsibility for the Plan's investment options, including the selection of the applicable mutual fund share class Where applicable, Employer understands that the VT Retirement IncomeAdvantage Fund is an investment option for the Plan 4 of 12 Plan numbers 301077, 108652 and that the fund invests in a separate account available through a group vanable annuity contract By entering into this Agreement, Employer acknowledges that it has received the Important Considerations document and the VT Disclosures and that it has read the information therein concerning the VT Retirement IncomeAdvantage Fund (d) Employer acknowledges that certain such services to be performed by ICMA-RC under this Agreement may be performed by an affiliate or agent of ICMA-RC pursuant to one or more other contractual arrangements or relationships, and that ICMA-RC reserves the right to change vendors with which it has contracted to provide services in connection with this Agreement without prior notice to Employer (e) Employer acknowledges that it has received ICMA-RC's Fee Disclosure Statement, prepared in substantial conformance with ERISA regulations regarding the disclosure of fees to plan sponsors (f) Employer approves the use of its Plan in ICMA-RC external media, publications and materials Examples include press releases announcements and inclusion of the general plan information in request for proposal responses 7 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 8 Compensation and Payment (a) Participant Fees Plan participant accounts shall be assessed an asset- based fee to cover the costs of record-keeping and other services provided by ICMA-RC, and other costs associated with the Plans as directed by the Employer The Employer shall work with ICMA-RC to determine the appropriate amount of the gross asset-based fee to be charged to participant accounts, which may be increased or decreased from time to time at the direction of the Employer At the inception of this contract the participant fee shall be 0 317% (b) Revenue Requirement ICMA-RC shall receive total annual aggregate revenue of 0 067% of Plan assets under ICMA-RC's administration for providing recordkeeping and other services to the Plans Such revenue shall be deducted by ICMA-RC from amounts collected through the 5 of 12 Plan numbers 301077, 108652 application of the asset-based fee descnbed in Section 8(a) prior to allocation of any participant level asset-based fees to the Administrative Allowance Account described is Section 8(c) below (c) Administrative Allowance Account Amounts collected through the application of the asset-based fee descnbed in Section 8(a) above in excess of the Revenue Requirement specified in Section 8(b) above, if any, shall be held in an Administrative Allowance Account (that is maintained as a Plan asset by ICMA-RC) Employer understands that the Plan 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 (d) Revenue Received from Investment Options Neither ICMA-RC nor the Employer shall retain recordkeeping revenue received directly from investment options made available under the Plan ICMA-RC shall be compensated from fees collected from participant accounts through the application of the asset-based fee described in Section 8(a) above In the event that any Plan investment options do generate revenue from plan investments, ICMA-RC shall, as directed by the Employer, credit any and all revenue back to those participant accounts invested in the option in question (e) Compensation for Management Services to VantageTrust, Compensation for Advisory and other Services to the VT III Vantagepoint Funds and Payments from Third-Party Mutual Funds Employer acknowledges that, in addition to amounts payable under this Agreement, ICMA-RC receives fees from VantageTrust for investment advisory services and plan and participant services furnished to VantageTrust Employer further acknowledges that ICMA-RC, including certain of its wholly owned subsidianes, receives compensation for advisory and other services furnished to the VT III Vantagepoint Funds, which serve as the underlying portfolios of a number of Funds offered through VantageTrust For a VantageTrust Fund that invests substantially all of its assets in a third-party mutual fund not affiliated with ICMA-RC, ICMA-RC or its wholly owned subsidiary receives payments from the third-party 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 descnbed in the VT Disclosures and ICMA-RC's fee disclosure statement In addition, to the extent that third party mutual funds are included in the investment line-up for the Plan, ICMA-RC receives administrative fees from its third party mutual fund settlement and cleanng 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 cleanng agent 6 of 12 Plan numbers 301077, 108652 (f) 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 VT Disclosures (g) Payment Procedures All payments to ICMA-RC pursuant to this Section 8 shall be made from Plan assets held by VantageTrust or received from third-party mutual funds or their service providers in connection with Plan assets invested in such third-party mutual funds, to the extent not paid by the Employer The amount of Plan assets administered by ICMA-RC shall be adjusted as required to reflect any such payments as are made from the Plan In the event that the Employer agrees to pay amounts owed pursuant to this Section 8 directly, any amounts unpaid and outstanding after 30 days of invoice to the Employer shall be withdrawn from Plan assets The compensation and payment set forth in this Section 8 are contingent upon the Employer's use of ICMA-RC's EZLink system for contribution processing and submitting contribution funds by ACH or wire transfer on a consistent basis over the term of this Agreement The compensation in this Section 8 is also based on the Employer offenng the Vantagepoint PLUS Fund as the sole stable value fund The compensation and payment in this Section 8 will take effect the month following a custom fund lineup change Employer further acknowledges and agrees that compensation and payment under this Agreement shall be subject to re-negotiation in the event that the Employer(a) chooses to implement additional mutual funds that neither(i) trade via NSCC nor(ii) meet ICMA-RC's daily trading operational guidelines or(b) chooses to implement investment options that are not mutual funds 9 Contribution Remittance Employer understands that amounts invested in the Plan are to be remitted directly to Vantagepoint Transfer Agents in accordance with instructions provided to Employer by ICMA-RC and are not to be remitted to ICMA-RC In the event that any check or wire transfer is incorrectly labeled or transferred to ICMA-RC, ICMA-RC may return it to Employer with proper instructions 10 Indemnification ICMA-RC shall not be responsible for any acts or omissions of any person with respect to the Plan or its related trust, other than ICMA-RC in connection with the administration or operation of the Plan Employer shall indemnify ICMA-RC against, and hold ICMA- 7 of 12 Plan numbers 301077, 108652 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 its 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 11 Term The term of this Agreement will extend three (3) 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 wntten notice of termination is provided by either party to the other no less than 60 days before the end of such Agreement year Notwithstanding the foregoing, the Employer may terminate this Agreement at any time upon 60 days written notice to ICMA-RC 12 Amendments and Adjustments (a) This Agreement may be amended by written instrument signed by the parties (b) ICMA-RC may modify this agreement by providing 60 days' advance written notice to the Employer prior to the effective date of such proposed modification Such modification shall become effective unless, within the 60-day notice period, the Employer notifies ICMA-RC in writing that it objects to such modification (c) The parties agree that enhancements may be made to administrative services under this Agreement The Employer will be notified of enhancements through the Employer Bulletin, quarterly statements, electronic messages or special mailings Likewise, if there are any reductions in fees, these will be announced through the Employer Bulletin, quarterly statement, electronic messages or special mailing 13 Notices Unless otherwise provided in this Agreement, all notices required to be delivered under this Agreement shall be in writing and shall be delivered, mailed, 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 party ICMA-RC Legal Department, ICMA Retirement Corporation, 777 North Capitol Street, N E , Suite 600, Washington, D C , 20002-4240 Facsimile, (202) 962-4601 8 of 12 Plan numbers 301077, 108652 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 wntten 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 14 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 15 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 16 Incorporation of Exhibits All Exhibits (and any subsequent amendments thereto), attached hereto, and referenced herein, are hereby incorporated within this Agreement as if set forth fully herein 17 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 junsdiction without reference to its conflicts of laws provisions 9 of 12 Plan numbers 301077, 108652 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 authonzed officers as of the Inception Date first above written CITY OF RANCHO PALOS VERDES ------' - ItA B -A alio e/Dat W By �,r( 1 1)uhov►c , Name and Title (Please Print) INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION By / ; Thomas'M Andrews Assistant Secretary Please return an executed copy of the Agreement to a Delivery Address,either (a)Electronically to PlanAdoptionServices a@icmarc orq,or (b) In paper form to ICMA-RC ATTN PLAN ADOPTION SERVICES 777 North Capitol Street NE Suite 600 Washington DC 20002-4240 10 of 12 Plan numbers 301077, 108652 Exhibit A Administrative Services The administrative services to be performed by ICMA-RC under this Agreement shall be as follows (a) Participant enrollment services, including providing a welcome package and enrollment kit containing instructions and notices necessary to implement the Plan's administration Employees will enroll online or through a paper form Employer can also enroll employees through EZLink (b) Establishment of participant accounts for each employee participating in the Plan for whom ICMA-RC receives appropnate 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 (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 or EZLink),beneficiary designation instructions and all other documents concerning each participant's account (f) Provision of periodic reports to the Employer through EZLink Participants will have access to account information through Investor Services, Voice Response System, Account Access, and Text 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 nghts 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 Fnday (excluding holidays and days on which the secunties markets or ICMA-RC are closed for business (including emergency closings)), to assist participants (i) Making available access to ICMA-RC's web site, to allow participants to access certain account information and initiate certain plan transactions at any time Account access is normally available 24 hours a day, seven days a week except during scheduled maintenance penods designed to ensure high- quality performance The scheduled maintenance window is outlined at https //accountaccess icmarc org (1) Maintaining the security and confidentiality of client information through a system of controls including but not limited to, as appropnate restricting plan and participant information only to those who need it to provide services, software 11 of 12 Plan numbers 301077, 108652 and hardware security, access controls, data back-up and storage procedures, non- disclosure agreements, security incident response procedures, and audit reviews (k) Making available access to ICMA-RC's plan sponsor EZLink web site to allow plan sponsors to access certain plan information and initiate plan transactions such as enrolling participants and managing contributions at any time EZLink is normally available 24 hours a day, seven days a week except during scheduled maintenance periods designed to ensure high-quality performance The scheduled maintenance window is outlined at https //ezlink icmarc org (1) Distribution of benefits as agent for the Employer in accordance with terms of the Plan Participants who have separated from service can request distributions through Account Access or via form (m)Upon approval by the Employer that a domestic relations order is an acceptable qualified domestic relations order under the terms of the Plan, ICMA-RC will establish a separate account record for the alternate payee and provide for the investment and distribution of assets held thereunder (n) Loans may be made available on the terms specified in the Loan Guidelines, if loans are adopted by the Employer Participants can request loans through Account Access (o) Guided Pathways Advisory Services— ICMA-RC's participant advice service, "Fund Advice", and asset allocation service, "Asset Class Guidance" may be made available through a third-party vendor on the terms specified on ICMA- RC's website (p) ICMA-RC will determine appropriate delivery method (electronic and/or print) for plan sponsor/participant communications and education based on a number of factors (audience, effectiveness, etc ) 12 of 12