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1994-053-Sign A Contract Great Western For Administration Of Town Deferred Compensation PlanRESOLUTION 1994 -53 RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO SIGN A CONTRACT GREAT WESTERN FOR ADMINISTRATION OF TOWN DEFERRED COMPENSATION PLAN RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos enter into a contract (Attached) with Great Western Bank for administration of Town deferred compensation plan, and that the Town Manager is authorized, and is hereby directed, to execute said contract in the name and in behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 4th day of April, 1994 by the following vote: COUNCIL MEMBERS: AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin Mayor Randy Attaway NAPES: None ABSENT: None ABSTAIN: None SIGNED: MAYOR HE TOWN O LOS GATOS LOS GA S. CALIFORN ATTEST: F CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA DEFERRED COMPENSATION PLAN ADMINISTRATION AGREEMENT TVWN CLERK AGR:� tMH: Rem; f�7 `��1' °-�� This Agreement is effective this 4th day of April 1994, by and between GREAT WESTERN BANK, a Federal Savings Bank, its officers, employees and agents, hereinafter collectively referred to as GREAT WESTERN, and the TOWN OF LOS GATOS, its officers, employees and agents, hereinafter collectively referred to as AGENCY. WHEREAS, AGENCY, pursuant to and in compliance with Internal Revenue Code Section 457, has established a Deferred Compensation Plan, hereinafter referred to as PLAN; and WHEREAS, AGENCY desires to utilize GREAT WESTERN in connection with the administration of the PLAN; and WHEREAS, GREAT WESTERN desires to provide such services subject to the terms and conditions set forth herein; Now therefore, AGENCY and GREAT WESTERN agree as follows: 1. DESIGNATION: AGENCY hereby designates GREAT WESTERN as a Depository Institution and Administrator for deferred compensation funds. 2. TERM: This Agreement shall remain in effect until it is terminated by one or both parties in accordance with the provisions of this agreement. This Agreement may be terminated by either party, with or without "Cause" as that term may be defined herein, and without obligation, upon the giving of one hundred twenty (120) days' written notice by the party terminating the Agreement to the other party. 3. DEFAULT: In the event the Agreement is terminated for "Cause" (which shall mean the failure of either party to perform any or all of its obligations as defined herein), the non - defaulting party shall give the defaulting party written notice, specifying the particulars of the default. If such default is not cured within sixty (60) days from the date in which notice of default is given, the non - defaulting party may terminate the Agreement effective thirty (30) days after the end of the sixty (60) day period. 4. INVESTMENT OPTIONS: GREAT WESTERN agrees to accept deferred compensation plan funds for investment in the following: A. The Great Western Bank Liquid Account ( "GWBLA "). (a) The rate /yield on the GWBLA account will be a variable rate, which may change as often as daily. (b) All participants with funds invested in the GWBLA, whether they are active, inactive, or in distribution, will have interest credited to their account at a rate /yield which is subject to change daily. B. The Great Western Bank Certificate of Deposit ( "GWBCD") (a) Certificates of deposit for terms of three (3) years or five (5) years will be offered. (b) The minimum certificate of deposit will be $2500. A participant may purchase only one GWBCD for a given term, each quarter. (c) The interest rate will be a fixed rate during the term of the certificate. The rate /yield for new certificates will be set at the beginning of each calendar quarter. (d) There will be an interest penalty of 180 days' simple interest for early withdrawals. The penalty will not be imposed for separation from service, hardship withdrawal, or plan-to -plan transfer where the participant re- employs with another eligible employer. The following will apply to the foregoing Savings Products: (a) Interest earnings will accrue daily commencing on the date the funds are o� sted (as defined below) to the Participant's account by GREAT WESTERN. Interest earnings will be credited monthly on the last day of the month, and will be automatically reinvested to allow for monthly compounding. The 3651360 day method will be used. (b) Each such account shall be subject to rules, regulations and statutes to which GREAT WESTERN is subject. (c) Plan funds invested in the GWBI A and GWBCD are backed by the full faith and credit of the U.S. Government and are also insured by the Federal Deposit Insurance Corporation, an agency of the Federal Government, up to $100,000 per participant. Great Western will collateralize any amounts invested in the GWBI-A and the GWBCD in excess of FDIC insurance limits, if required, in accordance with applicable law. C. Mutual Funds (a) The mutual funds listed in Exhibit A will be available to Plan Participants. (b) Dividends will be automatically reinvested into the mutual fund. (c) Mutual Funds are not savings accounts, and are not insured or guaranteed by any government agency or by GREAT WESTERN. 'Pre- existing GWBCDs (certificates of deposit which were entered into during a previous contract with GREAT WESTERN) will retain their original maturity date and interest rate, but will be renewed under the terms described above. -2- (d) Sales charges may be imposed on mutual fund investments by the mutual fund provider. These charges will be disclosed in the prospectus and would be separate from any fees or charges described in this agreement. D. GREAT WESTERN shall be permitted to add or delete investment options during the term of this agreement by providing 30 days' written notice of such change to AGENCY with written approval from AGENCY. E. Participants will be permitted to change their investment options as often as they wish, however they shall be subject to a $25 transfer /termination fee for such change. 5. ESTABLISHMENT OF ACCOUNTS: A. ENROLLMENT SERVICES: GREAT WESTERN agrees to process, or arrange to have processed, the enrollment of eligible employees who elect to participate in the PLAN. GREAT WESTERN agrees to provide informational and promotional material pursuant to the PLAN for distribution to employees of AGENCY, subject to approval of such material by AGENCY, such approval not to be unreasonably withheld. AGENCY agrees to allow and facilitate the periodic distribution of such material to employees. GREAT WESTERN agrees to conduct, or arrange to have conducted, group presentations periodically for employees of AGENCY, to explain the PLAN. AGENCY agrees to facilitate the scheduling of such presentations and to provide facilities at which satisfactory attendance can be expected. CFFAT WESTERN agrees that qualified personnel will be made available periodically to discuss the PLAN with individual employees of AGENCY. B. DEFERRALS: The minimum participant deferral per pay period shall be not less than $10.00. C. AGENCY agrees to: (a) Cause appropriate deductions to be made from such payroll(s) as may be applicable and send the funds representing the total participant deferrals to GREAT WESTERN. (b) Provide to GREAT WESTERN, in such electronic or magnetic media designated by GREAT WESTERN, a deferral listing with respect to participant sub - accounts to include not less than the following: 1. Name of Participant 2. Social Security Number of Participant 3. Amount to be credited to Participant's sub - account (s) -3- (c) Funds may be sent by wire transfer, through an automated clearinghouse or by check in accordance with written instructions provided by GREAT WESTERN. Failure to follow the written instructions provided by GREAT WESTERN may result in delay of posting to Participant accounts. (d) Funds will be posted no later than the business day following the day on which the funds and the deferral listing are received by GREAT WESTERN. GREAT WESTERN will not be liable for any delay in posting if AGENCY fails to send either the funds representing deferral amounts or deferral information in accordance with GREAT WESTERN's instructions to the central processing site designated by GREAT WESTERN. (e) Authorize GREAT WESTERN to establish personal identification numbers ( "PINs ") for each participant and shall require Participants to use such PINs to obtain certain services as designated by GREAT WESTERN. D. GREAT WESTERN agrees to: (a) Establish a sub - account for each participant. (b) Post and credit the amounts sent by AGENCY to the sub - account(s) of Participants in accordance with the latest written instructions on file with GREAT WESTERN. 6. PARTICIPANT SERVICES: A. GREAT WESTERN will provide a dedicated toll free telephone number which shall be operative, Monday through Friday 8 a.m. - 5 p.m. Pacific time, each business day. Using this number, participants may: effectuate exchanges of account values between Investment Options: process changes to deferrals, and obtain information about participant accounts. AGENCY authorizes GREAT WESTERN to honor instructions which may be submitted by participants. The actions described herein (and in B., C. and D. below) may be effectuated by telephone, facsimile transmission or mail. If such service is requested by telephone, Participant shall use his /her PIN. Telephone conversations may be recorded to provide confirmation and verification of transactions. All transactions shall be confirmed in writing. B. GREAT WESTERN will provide Plan participants unlimited opportunities to increase (within limitations of Sec. 457) or decrease deferral amounts. All requests to increase or decrease deferral amounts will be processed by GREAT WESTERN within five (5) business days of receipt of the request and will be effective as soon as administratively practical by AGENCY. C. GREAT WESTERN will provide Plan participants unlimited opportunities to redirect future deferral amounts to any other Investment Product offered In by the Plan. All requests will be processed within five (5) business days of receipt and be effective with the next following pay period deferral. D. GREAT WESTERN will provide participants unlimited opportunities to exchange existing account balances from one investment option offered by the Plan to another (except for the limitation described in Section 4 above). Exchange requests for mutual funds will be processed with the fund being "sold" by the date following the date GREAT WESTERN receives such instructions and will be effective in the new fund not later than the day following GREAT WESTERN's receipt of funds from the "sold" fund. E. GREAT WESTERN will provide participants, if they request, a fund prospectus and an annual report for each mutual fund offered by the Plan. F. GREAT WESTERN will provide participants consolidated quarterly statements detailing participant's year -to -date deferral amounts, account balance information that includes changes in account value since the previous report date and any fees or charges assessed against the Participant account. Participants shall be informed that they must notify GREAT WESTERN within thirty (30) days of receipt of their statements or confirmation of their investments, to report any errors to GREAT WESTERN. GREAT WESTERN will not be liable for any errors not reported within this time frame. G. GREAT WESTERN agrees to mail 90% of these statements to participants within fifteen (15) business days after the end of each calendar quarter, and 100% of the statements to participants within eighteen (18) business days after the end of each calendar quarter. GREAT WESTERN will have no responsibility to report, or account for the accuracy of information applicable to periods prior to the effective date such Plan was administered by GREAT WESTERN. H. GREAT WESTERN will provide certain standard reports quarterly to AGENCY to enable AGENCY to effectively monitor all accounting and record - keeping processes. These reports will include combined data for an entire Plan. (Fees and charges assessed will be disclosed in these reports.) In addition, all services will be provided in accordance with the attached Exhibit B. I. GREAT WESTERN agrees to maintain, for a reasonable time, the records necessary to produce the above mentioned reports, and agrees that all records shall be the property of AGENCY. AGENCY agrees that all related computer tapes, disks and programs shall remain the property of GREAT WESTERN. 7. DISTRIBUTIONS: A GREAT WESTERN will assist the participant in preparing necessary forms to select his /her distribution option. -5- B. Participants electing a payment of a lump sum amount will receive distribution of their account within ten (10) business days of the earliest date permitted by the Plan. However, GREAT WESTERN shall initiate the processing of all approved emergency /hardship requests upon receipt. C. GREAT WESTERN will provide necessary forms and process payments from the participant's account, to the company selected by the Plan to provide annuity options to participants. Participant will be required to submit properly completed forms to GREAT WESTERN in a time frame necessary to effectuate the "payment begin date" requested by participant. D. GREAT WESTERN shall offer to participants for distribution of their account a designated amount payment option. Payments shall be made on a monthly, quarterly, semi - annual or annual basis as specified by the participant, in equal installments (not less than $25.00 per payment) until the amount applied, adjusted each business day for investment results, is exhausted. The final installment will be the sum remaining at the time such payment is due. E. GREAT WESTERN shall also offer to Plan participants a designated period payment option with a variable payment. Payments shall be made monthly, quarterly or annually for any specified number of years as permitted by the Plan, at the discretion of the Plan participant. The amount of each variable payment shall be determined by dividing the Participant's current portfolio balance by the number of remaining payments. F. All payment options are available for all investment options. Participants selecting the options in D or E above shall be subject to the same fees and charges, and permitted the same exchange opportunities, as an active or inactive participant as defined by the Plan. Processing of these options will be completed by GREAT WESTERN upon receipt of properly completed forms, in a time frame necessary to effectuate the "payment begin date" requested by participant of either the first or the fifteenth of the month. All distributions will be made pro -rata from each of the Participant's investment options. G. GREAT WESTERN will be responsible for preparing and filing all reports required by federal and state taxing authorities through the effective date of the termination of the contract. AGENCY shall be responsible for all reporting requirements for periods prior to the effective date of this contract, or after the termination date of this contract. GREAT WESTERN will be responsible for the annual filing of individual 1099 or W -2 forms, unless by contract between AGENCY and an Investment Provider, the forms are prepared by the Investment Provider that provides annuity payments to participants. GREAT WESTERN shall withhold income taxes from distributions as required, and remit said taxes to appropriate regulatory authorities. GREAT WESTERN shall also prepare and file periodic and annual tax returns for said amounts withheld. 0 H. GREAT WESTERN agrees to provide plan participants anticipating retirement or other separation from service with illustrations indicating monthly benefit payments at an assumed interest rate for savings accounts or an assumed rate of earnings for mutual fund investments. Such assumed interest rate or rate of earnings shall be for illustration purposes only. The actual interest rate /yield paid on savings products during distribution shall change quarterly and shall always be as described in Section 4 above. For mutual funds, earnings will be those actually earned. 8. TERMINATION: Upon the effective date of termination of this Agreement, the following shall occur: a. GREAT WESTERN will no longer accept deferrals. In addition, upon notification of termination, GREAT WESTERN will cease opening GWBCDs. b. GREAT WESTERN will provide AGENCY a copy of all records relating to participant sub - accounts, in hard copy or such other form as mutually agreed upon between GREAT WESTERN and AGENCY, within ninety (90) days after the effective date of termination. C. If termination is due to either party exercising the right of termination described in Section 2 above, within 90 days of the effective date of termination, GREAT WESTERN shall transfer savings account balances (less any early withdrawal penalty imposed on GWBCDs) to AGENCY, or to such other entity as AGENCY may designate in writing. GREAT WESTERN reserves the right to maintain GWBCDs until maturity. Mutual funds will be transferred to AGENCY or to such other entity as AGENCY may designate in writing. d. Notwithstanding any provision to the contrary, if termination is for Cause (as that term is herein defined), the disbursement of funds shall occur within forty -five (45) days of the effective date of termination. e. Accounts in distribution will be transferred to AGENCY or its designee in accordance with the time frame described above. f. The transfer /termination fee described below. 9. FEES AND EXPENSES: In consideration of its services under the Plan: A. A fee will be charged by GREAT WESTERN. The determination of the amount of the fee will be based upon the Plan's total assets being serviced by GREAT WESTERN ( "Total Plan Assets "). This fee will be applied to the value of the Participant's non - savings investments for which GREAT WESTERN in providing administrative services. The fee will be calculated and assessed on applicable Participant accounts balances on the last day of each month. The fee categories or "bands" are as follows: -7- BAND TOTAL PLAN ANNUAL MONTHLY ASSETS FEE FEE 1 2 $ 0- $999,999 $ 1,000,000 - $ 4,999,999 .80% .0666% 3 $ 5,000,000 - $ 9,999,999 .45% .34% 0375% 4 $10,000,000 - $19,999,999 .30% .0283% 5 > $20,000,000 .28% .0250% .0233% B. The band assignment for the first quarter of this contract will be based upon the reasonable, good faith representation AGENCY makes to GREAT WESTERN about the dollar amount of the AGENCY's Total Plan Assets (savings and non - savings options). If services commence during the first 60 days of a calendar quarter, AGENCY shall have until the last day of that calendar quarter to reach the dollar level to support the band assignment. If services commence during the last 30 day's of a calendar quarter, AGENCY shall have until the last day of the next following calendar quarter to reach the dollar level to support the band assignment. If at the end of the stated calendar quarter, the actual dollar amounts of Total Plan Assets are different from the amount represented by AGENCY, then AGENCY shall be placed into the band which reflects the actual Total Plan Assets. The fee for the first month of this contract will be prorated for the number of days in the month for which services are provided. C. Before AGENCY shall be subsequently placed into another band, AGENCY's Total Plan Assets must be of a dollar amount to justify the change at the end of two consecutive quarters. D. AGENCY may cause its fee to be reduced by using automated transmission of participant and deferral information. This transmission must be in a format designated by GREAT WESTERN. Use of this option will reduce the annual fee by .01 %. When available, AGENCY may also reduce its fee by use of the automated voice response system. Use of this option win reduce the annual fee by .01 %. E. GREAT WESTERN will deduct the fee from each Participant sub - account at the end of each month. Except for the first month of this contract, fees will be assessed against the Participants sub - account commencing with the first month of this contract. F. There shall be a Transfer /termination fee not to exceed $25.00 per participant, only when either the individual participant or AGENCY elects a total Plan transfer (other than a plan -to -plan transfer where the participant separates from service and re- employs with another eligible agency) or termination from the GREAT WESTERN Plan. In any other situation, no fee shall be assessed. In addition, this fee shall not be assessed if this contract is terminated by AGENCY for cause. G. The fees associated with each band will remain in effect until June 30, 1996 (unless the contract is terminated sooner by either party). Any change shall be effective 30 day's after written notice is provided to AGENCY. 10. CONFIDENTIALITY: GREAT WESTERN agrees that all information supplied to and all work processed or completed by GREAT WESTERN shall be kept confidential and will not be disclosed except as required by law. 11. PRIVITY OF CONTRACT: GREAT WESTERN and Plan Participants shall have no privity of contract with each other. 12. TTTLE AND OWNERSHIP: In accordance with the provisions of Internal Revenue Code Section 457, all account(s) established under this Agreement shall be held in the name of AGENCY. 13. CIRCUMSTANCES EXCUSING PERFORMANCE: Neither party to the Contract shall be in default by reason of failure to perform in accordance with its terms if such failure arises out of causes beyond reasonable control and without fault or negligence on their part. Such causes may include, but are not limited to, acts of God or public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather. 14. INDEMNIFICATION: GREAT WESTERN agrees to be solely responsible to AGENCY for any and all services performed by GREAT WESTERN, its agents or its employees under this Agreement. GREAT WESTERN shall be responsible for any error or negligence committed by GREAT WESTERN, its agents, or its employees. AGENCY shall be responsible for any error or negligence committed by AGENCY, its agents or its employees. 15. INSURANCE: A. GREAT WESTERN shall self insure for a minimum of Five Million Dollars ($5,000,000) for errors and omissions during the term of this contract and any renewal periods. B. GREAT WESTERN agrees to notify AGENCY in writing at least 30 days in advance of the discontinuation or substantial change in its program of self insurance, and immediately to provide evidence of comparable errors and omissions insurance with a commercial insurer acceptable to AGENCY. C. Pursuant to this Agreement, except as limited below, GREAT WESTERN shall indemnify, defend and hold harmless AGENCY, its officers, employees and agents from loss, liability, claim, suit or judgement resulting from work or acts done or omitted by GREAT WESTERN's officers, employees and agents in carrying out GREAT WESTERN's responsibilities as set in the DCP Contract and any amendments thereto. LIZ D. Notwithstanding the foregoing, GREAT WESTERN shall not be liable for any injury or damage which results solely from its reliance on information transmitted by AGENCY, its officers, employees or agents. E. GREAT WESTERN shall, on an annual basis, provide its annual report as evidence of GREAT WESTERN's capacity to respond to claims falling within this self - insurance program. F. GREAT WESTERN agrees to notify AGENCY of any claim, judgment, settlement, award, verdict or change on its financial condition which would have a significant negative effect on the protection of this self - insurance. 16. ASSIGNABILITY: No party to his Agreement shall assign the same without the express written consent of the other party, which consent not to be unreasonably withheld. This provision shall not restrict GREAT WESTERN's right to delegate certain recordkeeping or other services to an agent. Unless agreed to by the parties, no such assignment shall relieve any party to this Agreement of any duties or responsibilities herein. 17. PARTIES BOUND: This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties. 18. APPLICABLE LAW: This Agreement shall be construed in accordance with the laws operating within the State of California. 19. ARBITRATION: Any dispute which arises between the parties with respect to any of the terms of this Agreement, whether such dispute arises during the term of the Contract and any extension period, or after the termination, shall be resolved through binding arbitration. Arbitration shall be conducted in accordance with commercial rules of either the American Arbitration Association ( "AAA') or the Judicial Arbitration and Mediation Service ( "JAMS "). Each party agrees to waive its right, if any, to a jury trial and punitive damages. Each party shall bear its own costs, including attorney fees, related to the arbitration proceedings. 20. UNLAWFUL PROVISIONS: In the event any provisions of this Agreement shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of the Agreement, but the same shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. Notwithstanding anything contained herein to the contrary, no party to this Agreement will be required to perform or render any services hereunder, the performance or rendition of which would be in violation of any laws relating thereto. 21. MODIFICATION: This writing is intended both as the final expression of the Agreement between the parties and as a complete statement of the terms of the Agreement, pursuant to California Code of Civil Procedure Section 1856 or its successor(s). No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. -10- 22. NO WAIVER: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of any other provision in the Agreement and either party may, at any time, enforce the provision previously waived, unless a modification to this Agreement has been executed. 23. SEVERABIIITY: The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph, or other part of this Contract shall be determined to be invalid by a court or federal or state agency, board, or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions of this Contract which can be given effect without the invalid provision. 24. NOTICES: All notices and demand to be given under this Agreement by one party to another shall be given by certified or United States mail, addressed to the party to be notified or upon whom a demand is being made, at the respective addresses set forth in this Agreement or such other place as either party may, from time to time, designate in writing to the other party. Notice shall be deemed received on the earlier of, three days from the date of mailing, or the day the notice is actually received by the party to whom the notice was sent. -11- If to GREAT WESTERN If to AGENCY GREAT WESTERN BANK Deferred Compensation Department 9221 Corbin Avenue Northridge, California 91324 ATTN: Roy Leff TOWN OF LOS GATOS 110 E. Main Street Los Gatos, California 95032 ATTN: Mark Linder IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the date first written above. AGENCY BY: DAVID K KNAPP, Town Manager DATE SIGNED: APPROVED AS TO FORM LARRY ANDERSON, _ Town Attorney Date: ATTEST. MARIAN COSGROVE Clerk To The Town of Los Gatos -12- GREAT WESTERN BY: Vice President DATE SIGNED: EXHIBIT A AMERICAN MUTUAL FUNDS Investment Company of America (ICA) Growth Fund of America (GFA) Bond Fund of America (BFA) Income Fund of America (IFA) TWENTIETH CENTURY INVESTORS, INC. Select Fund Growth Fund Ultra Fund Balanced Fund FIDELITY INVESTMENTS Fidelity Magellan Fidelity Equity- Income Fidelity Retirement Growth Fidelity Puritan Fidelity Overseas SIERRA TRUST FUND Global Money Market Fund U.S. Government Money Market Fund Growth and Income Fund U.S. Government Securities Fund International Growth Fund METROPOLITAN - ANNUITIES Single Premium Immediate Annuity EXHIBIT B AGENCY PAYROLL AND REPORTING PROCEDURES 1. Payroll Information Provided by Agency In order to assure efficient administration and processing of employee deferrals, the AGENCY is requested to provide certain payroll information. Please complete the "Notification Memo" (Attachment 11 indicating the listing of the AGENCY's upcoming pay dates (if the AGENCY has more than one payroll frequency, please indicate the periods and dates for each payroll frequency). If deferrals are deducted on all pay dates, so indicate. If not, please indicate pay dates for which no deferrals are made. 2. Initial Authorization for Payroll Reduction Plan representatives will obtain an initial "Authorization for Payroll Reduction" form (see Attachment 21 signed by each participating employee. The Plan Administrator will accept such form(s), prepare a weekly Letter of Transmittal and send both the form(s) and letter to the AGENCY's Payroll Department. The "Authorization for Payroll Reduction" forms are maintained by your payroll department as the official record and authorization of your employee's election to defer and of the amount of their deferral each pay period for which reductions are scheduled. The reduction in pay for deferred compensation should be made prior to all other withholdings except those withholdings for FICA taxes, city or local taxes, legal garnishments, and any monthly health insurance premiums. If the full amount is not available after the above deductions from an employee's gross compensation, a partial deferral may be made. In the event of a payroll calculation error, a "made -up" deferral can be remitted and reported on a separate record which indicates the original pay date. Please do not accumulate and forward deferral amounts from two pay periods as one amount on a single record. Such a practice can create confusion and possible errors in the employee's account. 3. Changes to Authorization for Payroll Reduction GREAT WESTERN recognizes that participating employees may request changes to the amount of their deferrals from time to time. The AGENCY should effect such contractual changes only when they have received the written authorization on the "Authorization for Payroll Reduction ", dated subsequent to the original form, which is signed by both the participating employee and by GREAT WESTERN and is formally transmitted to AGENCY's payroll department as in paragraph 2 above. Such new form will contain the payroll date for which such change shall be effective. Please see Attachment 2. Date: NOTIFICATION M To: Great Western Bank Deferred Compensation Communications Center P O. Box 20186 Columbus. Ohio 43220-0186 From: Employer Address: Federal 1.0.0: Employer Code: County: State: I. PAYROLL IMPLEMENTATION DATE e. We have received a copy of the 'GWB Deferred Compensation Plan Administration AgmemenC and the 'Agency Payroll and Reporting Procedures'. We will process deferrals in accordance with the 'Agency Payroll and Reporting Procedures' effective with pay dates on or after , 79_ b. We will remit amounts deferred to your office each pay date by check or win. C. We will report deferred amounts: Irus" #roles& M* II. PAYROLL DATA Please Complete the Chan below for each dtiferent pay schedule or node. (AUSM eeparase sheet ti neoessarya Please note any exceptions or differences In paydates versus deferral dates In III. V11hor hdo matron' bel)w. _ �I,►n raw+! �,. b. The initial and amended Ysyrold Hsdudon AutioAZaUOn' forms and LorArs of Transmittal should be sent to: NAME: _ ADDRESS: c. 'Payroll Reduction l s&W (Blrngs) Mould be sent prior to each paydats to: NAME: TITLE: ADORESS: 111. OTHER INFORMATION Information Submitted by: Name Title Phone Transmission over telephone line Tape cartridge 1/2 inch 9 —Track Reef Tape 6250 BP Diskette 3-1/2 or 5 -1/4 ktch Manual II. PAYROLL DATA Please Complete the Chan below for each dtiferent pay schedule or node. (AUSM eeparase sheet ti neoessarya Please note any exceptions or differences In paydates versus deferral dates In III. V11hor hdo matron' bel)w. _ �I,►n raw+! �,. b. The initial and amended Ysyrold Hsdudon AutioAZaUOn' forms and LorArs of Transmittal should be sent to: NAME: _ ADDRESS: c. 'Payroll Reduction l s&W (Blrngs) Mould be sent prior to each paydats to: NAME: TITLE: ADORESS: 111. OTHER INFORMATION Information Submitted by: Name Title Phone Attachment 2 AUTHORIZATION FOR PAYROLL REDUCTION s Mw" s.s.. I Iw1Ry WAWF r M QNWWyW 1011u1w M1. Mow" PRYMN FO*XWn MI o" *N Y» M GN of ow am T?ft prrrri- & ❑SEW MM40FV -ATM OAMO OMEW The � Atdl co" wmPl OW oc s 11r.o1rro w .rr .rrr WON o w %*M oov- w roc r row ws..+w ferry r1w' r Mrr PI V i b +r w TAY memo= -M wrr Wo w11ow Y rGmlorlo .0 M Pf1111.. A - i WwP PnW 00110ftft ** w 1rrr .A1o1P. '4 l,oWW A«wr: UM N rlr Admb W- . ACOWAd W w PIN swosm*s Y11rw Or X ��� eGREAT`VESTEIvN" "-INK= A Feaefai Sav,Ns Sank . J Box 20186 Cakxr4 s; Ogko 432204166 P A Y R O L L D E F E R R A L B I L L I N G 000500 YOUR EMPLOYER NAME 05/23/93 Page 1 ATTN: HARRY SMITH PAYROLL DEPT 123 E HAIN ST ANY CITY CA 93572 Mail within 3 days of pay date to: Need Assistance? (800) 555 -6200 GREAT WESTERN BANK LOCKBOX %JGLY BI- WEEKLY Payroll Dated 05/29/93 COLIAWS OH 43220 B11 Billing no. 0516177 **d Please verify and return annotated copy of reconciled billing statement +** 725.00 ---------------------- --_............................................................... Billing no. Dept fiber Chock Number Amount Payroll Ead 0516177 000500 05/29/93 ----------- ------------ ...............- --------- ------ This List Has Been Reviewd And Certified As Correct By: z Employee Pre Tax Account ......................................................... ............................... Expected Actual Reason For Change Soc. Sec. No. ......................................................... Name Deferral If Diff In Deferral Amoupt ............................... 111 -12 -3456 DRYANT, LYNN N 25.00 111 -22 -5785 Can=. MICKEY J 100.00 111 -33 -5671 GRISCH, GARY D 30.00 123 -60 -0964 BRINDLR, LADREi. L 30.00 124 -30 -6704 GRMWAHL. BETTY L 80.00 125 -64 -2739 MAAG, BRIAN F 50.00 200 -00 -8358 LAGEN, KATHY L 120.00 210 -30 -3141 MAIMICK, DOROTHY I 100.00 222 -23 -4455 DERFEL, DAVID G 50.00 300 -22 -1013 LAUFUMERG, ROBERT A 25.00 400 -22 -7732 SETER80N, CAROL A 30.00 500 -38 -8202 SETERSON, VW" L 55.00 723 -01 -2025 FLAG, RICHARD A 30.00 TOTAL EKPLAYEES 13 725.00 ---------------------- --_............................................................... Billing no. Dept fiber Chock Number Amount Payroll Ead 0516177 000500 05/29/93 ----------- ------------ ...............- --------- ------ This List Has Been Reviewd And Certified As Correct By: z A. Magnetic Tape or Diskette Requirements ATTACHMENT 4 1. Telephone Transmission 2. Cartridge 3. B. PC Dial Up 2400 Baud Hayes Compatible ASCII Format Magnetic Real Tape 4. Record Length = 100 Block Length = 5,000 9 Track 6250 BPI or 1600 STD IBM Labels (Preferred) IBM 3480 Compatible 18 Track EBCDIC Diskette _ 3 -1/2" or _ 5 -1/4" IBM PC Compatible ASCII Fixed Length Fields (Cobol, Dbase, etc) 5 -1/4" 1.2 meg or 360 meg 3.5" 1.44 meg or 720 meg Deferral Transmission Record Layout From Employer Each Paydate Field Start End Length Type Description 09 9 N Social Security Number 2 10 15 6 A Payer Code (assigned by NDC) 3 16 21 6 A Employer Code (assigned by NDC) 4 22 27 6 A Department Code (assigned by NDC) 5 28 35 8 N Pay Date (YYYYMMDD) 6 36 36 1 A Plan Type (7 = 457 Plan) 7 37 37 1 A Deferral Type (B = Before Tax $) 8 38 44 7 N Base Salary/Wages per pay (2 Decimal) 9 45 51 7 N Adjusted Gross Salary/Wages this pay (2 Decimal) 10 52 56 5 N Deferral Percentage (3 Decimal) 11 57 63 7 N Actual Dollars Deferred This Pay (2 Decimal) (Required) 12 64 93 30 A Employee Name (Last, First MI) 13 94 102 9 A Employee Number (Optional) A = Alphanumeric Field N = Numerics Only Field (Zero Fill) If a percentage of pay is not used field 10 is optional. If the Amount in field 11 is a percentage of field 8 or field 9, the respective field is required along with field 10 4. Reporting Deferred Amounts to GREAT WESTERN Please indicate on the Notification Memo which of the following Reporting Procedures will be followed by your AGENCY. A. Manual Reporting GREAT WESTERN will prepare, for each scheduled payday, a computer - printed 'Payroll Reduction Listing" (Attachment 31 specifying in social security number sequence (name sequence if requested), each participating employee who has a deferral scheduled for that paydate, the respective amounts to be deferred by each and the total of all deferrals scheduled on that payday. This listing or billing will be mailed to the Employer approximately seven (7) days prior to each paydate for which deferrals are scheduled. Upon receipt of this listing, the Employer reconciles it with his records, notes any discrepancies and makes any required corrections manually by indicating them in the "Comments" section on this computer billing. The Employer also reports any Termination of Employment, Retirement, Claim for Disability, Leave of Absence, partial or "made -up" deferral or change in the payroll mode, if applicable, for any participating employee by indication this information on the computer billing in the "Comments" section. The Employer should, as required, adjust the total of all participant deferrals as shown at the bottom of the Payroll Reduction Listing. The returned copy of the 'Payroll Reduction Listing" should be signed by the individual submitting the report. B. Computerized Reporting In lieu of the above procedures the AGENCY may report deferral information in a computer format as shown in Attachment 4. Please indicate which one of the following methods will be used: 1. Telephone Transmission of file over telephone lines 2. Tape Cartridge by One /half (1/2) inch 3. Magnetic Reel tape (6250bpi) 4. Diskette (3 1/2 or 5 1/4 inch) 5. Forwarding of Deferred Amounts to GREAT WESTERN It is important that the check and payroll data be mailed on or before each scheduled payroll reduction payday so that the deposits to the options are made on time. Forward payment for the total amount together with the respective reconciled manual billing, tape cartridge, tape reel or diskette each scheduled payday to: GREAT WESTERN BANK DEFERRAL PROCESSING Lock Box XXXX Columbus, Ohio 432XX -XXXX If telephone transmission is used follow the instructions provided subsequently for your specific transmission. Rather than mailing the check to the bank the total amount may also be forwarded by wire transfer to: GREAT WESTERN BANK Account Number: FBO: TOWN OF LOS GATOS (Any corrected or "made -up" deferrals should be sent to the same address as the original deferrals.) 6. Reconciliation of Payments As payments and associated detail are received, they will be reconciled to the records that were entered on the computer from the Participation Agreements and the "Authorization for Payroll Reduction" forms. If errors are noted, the Employer will be so notified of any discrepancy. If a payment of a deferred amount is inadvertently omitted for a participating employee and no reason is stated for the omission (e.g., employee on leave, sufficient funds not available), then the deferral amount should be included on the subsequent payroll report. Please list separately each participating employee's deferred amount from a prior pay date. 7. Periodic Statements and Reports Quarterly statements will be provided to participating employees in the time frames set forth in the contract, and will show total deferrals for the period and the account value as of the quarter end. GREAT WESTERN will also provide the AGENCY a total plan statement listing the total value of amounts deferred by its participating employees, net of any benefit disbursements as of the valuation day. The value of the deferred compensation account as of your calendar (fiscal) year -end should be reported on your financial statements in accordance with G.A.S.B. requirements. 8. Benefit Payouts GREAT WESTERN will cause the disbursement of all benefit amounts directly to participating employees or their beneficiaries and will cause on behalf of the AGENCY, all reporting and withholding responsibilities as required by federal and state regulatory authorities on those amounts which they distribute directly to the employees and which result from the occurrence of a benefit event. Over- deferral of allowable IRS maximum amounts will be refunded to the AGENCY for repayment to the Employee. 9. Year -End Reports to IRS by AGENCY All amounts deferred under the Plan within the limits provided by the federal legislation are not "wages" and are not subject to Federal and State income tax withholdine. These amounts are, therefore, not to be included as taxable wages on the W -2 reports to the IRS. However, they may need to be included in the amount reported to local or municipal taxation departments. Local tax may need to be paid on all deferred amounts. The total deferred compensation amount for the calendar year is reported as an additional information item (block 6 and block 17) on the W -2 form. This helps viewers of the W -2 form understand the discrepancy which will exist between wages reported for Federal and State purposes and wages earned for local or municipal purposes. These instruments may be revised as the IRS changes Form W -2. 10. Notification of AGENCY After review of these procedures and implementation of the AGENCY's governing body, the AGENCY is requested to acknowledge receipt of and agreement with these procedures, by completing and returning the attached "Notification Memo ".