2000-149-Establishing A 401 Money Purchase Retirement Plan In The Form Of The Icma Retirement Corporation Government Money Purchase Plan & Trust Pursuant To Employment Agreement With Town Manager
RESOLUTION 2000 -149
RESOLUTION OF THE TOWN OF :LOS GATOS
ESTABLISHING A 401 MONEY PURCHASE RETIREMENT PLAN
IN THE FORM OF THE ICMA RETIREMENT CORPORATION
GOVERNMENTAL MONEY PURCHASE PLAN & TRUST PURSUANT
TO EMPLOYMENT AGREEMENT WITH TOWN MANAGER
WHEREAS, the Town of .Los Gatos has a Town Manager rendering valuable
services; and
WHEREAS, the establishment of a money purchase retirement plan benefits the
Town Manager by providing funds for retirement and funds for :her beneficiaries in the event of
death; and
WHEREAS, the Town of Los Gatos desires that its money purchase retirement plan
be administered by the ICMA Retirement Corporation :and that the funds held under such plan be
invested in the ICMA Retirement Trust, a trust established by public employers for the collective
investment of funds held under their retirement and deferred compensation plans;
NOW THEREFORE BE IT RESOLVED, and it is hereby resolved by the Town
Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los
Gatos hereby establishes a money purchase retirement plan (the "Plan") in form of the ICMA
Retirement Corporation Governmental Money Purchase Plan & Trust, pursuant to the specific
provisions: of the Adoption Agreement (a copy of which is attached hereto as Exhibit A); and
BE IT FURTHER RESOLVED, that the Plan shall be rnaintained for the exclusive
benefit of the Town Manager and her beneficiaries; and
BE IT FURTHER RESOLVED, that the Town of Los Gatos hereby executes the
Declaration of Trust of the ICMA Retirement Trust, (a copy ofwhich is attached hereto as Exhibit
B), intending this execution to be operative with respect to any retirement or deferred compensation
plan subsequently established by t11e Town of Los Gatos, if the assets of the plan are to be invested
in the. ICMA Retirement Trust; and
BE IT FURTHER RESOLVED, that the Town of Los Gatos hereby agrees to serve
as trustee under the Plan and to invest funds held under the Plan in the ICMA Retirement Trust; and
BE IT FURTHER RESOLVED, that the Assistant Town Manager shall be the
coordinator for the Plan; shall receive reports, notices, etc., from the ICMA Retirement'Corporation
or the ICMA Retirement Trust; shall cast, on behalf of the Town of Los Gatos, any required votes
under the ICMA Retirement Trust; may delegate .any administrative duties relating to the Plan to
appropriate departments; and is authorized to execute all necessary agreements with the ICMA
.Retirement Corporation incidental to the .administration of the Plan; is authorized to execute the
ICMA Retirement Corporation Governmental Money Purchase Plan &'Trust Adoption Agreement
(a copy of which is attached hereto as Exhibit A) and the Administrative Services Agreement (a copy
of which is attached hereto as Exhibit C).
PASSED AND ADOPTED at aregular meeting of the Town Council of the Town
of Los Gatos, California, held on the 18t" day of December, 2000 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Sandy Decker, Steve Glickman,
Mayor Joe Pirzynslci.
NAYS : None
ABSENT: None
ABSTAIN: None
~-z
SIGNED:
MA R OF THE TO OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
~2~~~~.~
CLERK OF THE TOWN OF LOS GATOS
LOS r:~iTOS, CALIFORNIA
EXHIBIT A
ICMA RETIREMENT CORPORATION
GOVERNMENTAL MONEY .PURCHASE PLAN & TRUST
ADOPTION AGREEMENT
.Account Number 10-7734
The Employer hereby establishes a Money Purchase Plan and Trust to be known as the (the "Plan")
in the form of the ICMA Retirement Corporation Governmental .Money Purchase Plan and Trust,
The Plan shall be known as: the Town of Los Gatos 401 Plan.
The Plan is not an amendment and restatement of an existing defined contribution money purchase
plan.
I. Employer Name: Town of Los Gatos
II. The Effective Date of the Plan shall be November 13, 2000.
IIL. Plan Year will .mean: the twelve consecutive month period which coincides with the
limitation year.
IV. Normal Retirement Age shall be age 60.
V. ELIGIBILITY REQUIREIVIENTS:
1. The Fo lowing .group of Employees are eligible to participate in the plan:
X Other (specify below)
Town Manager
The .group specified corresponds to a group of the same designation that is
.defined in the statutes, ordinances, rules, regulations, personnel manuals or other
material in effect in the locality of the Employer.
2. The Employer hereby waives or reduces the requirement of a twelve (T2) month
Period of Service for participation. The required Period of Service shall N/A as
the Employee is eligible to participate upon employment.
Tf this waiver or reduction is elected, it shall apply to all Employees within the
Covered Employment Classification.
3. A minimum age requirement is hereby specified for eligibility to participate. The
minimum age requirement is N/A.
VL. CONTRIBUTION PROVISIONS
l . The Employer shall contribute as follows:
Fixed Employer Contributions With or Without Mandatory Participant
Contributions.
The Employer shall contribute on behalf of each Participant 4% of earnings and
an amount equal to the maximum annual contribution allowed under Section 457
up to $10,000 for the Plan Year (subject to the limitations of Article V of the
Plan). Each Participant is required to contribute 0% o of earnings or $0.00 for the
Plan Year as a condition of participation in the Plan. If Participant Contributions
are required under this option, a Participant shall nothavethe right to discontinue
or vary the rate of such contributions after becoming a Plan Participant.
2. Each Participant ~ make a voluntary (unmatched),. after-tax contribution,
subject to the limitations of Section 4..05 and Article V of the Plan.
3. Employer contributions and Participant contributions shall be contributed to the
Trust in accordance with the following payment schedule:
Code 3 B-Monthly
VII. EARNINGS
Earnings, as defined under Section 2.09 of the Plan, shall not include overtime or
bonuses.
VIII. LIMITATIONS ON ALLOCATIONS
If the Employer maintains or ever maintained another qualified plan in which any
Participant in this Plan is (or was) a participant or could possible become a
participant, the Employer hereby agrees to limit contributions to all such plans as
provided herein, if necessary in order to avoid excess contributions (as described in
Sections 5.02 and 5.03 of the Plan).
1. If the Participant is covered under another :qualified defined contribution plan
maintained by the Employer, the provisions of Section 5.02 {a) through (f) of the
Plan will apply.
2. If the Participant is or has .ever been a participant in a defined benefit plan
maintained by the Employer, and if the limitation in Section 5.:03 of the Plan
would be exceeded, then the Participant's .Projected Annual Benefit under t11e
defined benefit plan shall be reduced in accordance with the terms thereof to the
extent necessary to satisfy such limitation. If such plan does not provide for such
reduction, of the limitation is still exceeded after the reduction, annual additions
shall be reduced to the extent necessary in the manner described in Sections 5.02
and 5,03.
IX VESTING PROVISIONS
The Employer hereby specifies the following vesting schedule, subject to (1) the
minimum vesting requirements as noted and (2) the concurrence of the Plan
Administrator.
Years of :Service Completed Percent Vesting
Zero 100%
X. Loans are not bermitted under the Plan, as provided in Article XIII.
XI. The Employer hereby attests that it is a unit of state or local government or an agency
or instrumentality of one or more units of state or local government.
XII. The Plan Administrator hereby agrees to inform the Employer of any amendments
to the Flan made pursuant to Section 14.05 of the Plan or the discontinuance or
abandonment of the. Plan.
XIII. The Employer hereby appoints ICMA Retirement Corporation as the Plan
Administrator pursuant to the terms and conditions of the ICMA RETIREMENT
CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST (a
copy of which is attached hereto as Attachment A).
The Employer hereby agrees to the provisions of the Plan and Trust.
XIV. TheEmployerherebyaclcnowledgestunderstandsthatfailuretopro,perlyfilloutthis
Adoption .Agreement may result in disqualification of the Plan.
XV. An adopting Employer may not rely on a determination letter issued by the National
or District Office of the Internal Revenue Service as evidence that the Plan is a
qualified under Section 401 of the Internal Revenue Code. In order to obtain reliance
with respectto the plan qualification, the Employer must apply to the appropriatelcey
district office for a determination letter.
In witness Whereof, the Employer hereby causes this Agreement to be executed on this day
of December, 2000.
EMPLOYER
By:
Title::
.Attest:
ACCEPTED: ICIVIA RETIREMENT CORPORATION
Title.: Corporate Secretary
Attest:
EXHIBIT B
®ECLIe. _,~TIOIV OF `TRl1S1' ®F ICIVI,A ~ETI~;.~.AVIEN7' TRUST
ARTICLE L NAME AND DEfI1VITIONS ,(j) InvestmentAdviser.The InvestrnentAdviserthat
enters into a .contract with the Retirement Trust
Section 1.1 Name: The name of the trust created to provide advice with .respect to investment of
hereby is the ICMA Retirement Trust. he Trust Property.
Section 1.2 Definitions:Wherever they are used herein,
the following terms shall have the following respective
meanings:
(a) By-laws.2he by-laws referred to in Section 4.1
hereof, as amended from time to time:
(b) Deferred Compensation P1an.A deferred
compensation plan established and maintained
by a Public Employer for the purpose of
providing retirement income and other deferred
benefits to its employees in accordance with the
provision of section 457 of the Internal
Revenue Code.
(k) Portfolios.The separate commingled pools of in
vestment established by the InvestmentAdviser to
the .Retirement Trust, under the supervision of
the Trustees, for ..the purpose of providing invest-
ments for the Trust Property.
{1) Public Employee Trustees.ThoseTrustees
elected by the Public. Employers who, in accor
dance with the provision ofSection 3.1 (a) hereof,
.are full-time employees of Public Employers.
(m) Public Employer Trustees. Public Employers
who serve as trustees of the Qualified Plans or
Deferred Compensation Plans.
(c) Employees. Those employees who participate
in Qualified Plans. and~''or Deferred Compensa-
tion Plans.
(d) Employer Trust. A trust created: pursuane to an
agreement between RC and a Public Employer,
or an agreement between RC and a Public
Employer for administrative services that is not a
trust, in either case for the purpose of investing
and administering the funds set aside by such
Employer in connection with. its Deferred
Compensation agreements with its employees or
in connection with its Qualified Plan.
(e) Investment Contract.Angn-negotiable
contract entered into by the RetirementTrust
with a financial institution that provides fora f
fixed rate of return on investment.
(fl ICMA.'The International City/County
Management Association.
(g) ICMA Trustees.Those Trustees elected by the
Public Employers in accordance with the.
provisions ofSection 3.1 (a) hereof, who are
also members or former members of the
Executive Board of ICMA.
(h) RC Trustees. Those Trustees elected by the
Public Employers who, in accordance with the
provisions of Section 3.1 (a) hereof, are also
members orformer members of the Board of
Directors of RC.
(i) Internal Revenue Code.The Internal Rev-
enue Code of 1986, as amended.
(n) Public Employer.A unit of state or ocal
.government, or any agency or instrumentality
thereof, that has ,adopted a Deferred Compensa-
tion Plan or a Qualified Plan and has executed
this Declaration of Trust.
(o) Qualified Plan.Aplan that is sponsored by a
.Public Employer for the purpose of providing.
retirement income to its employees :and that
satisfies the qualification requirements ofSection
401 of the Internal Revenue Code.
(p) Public Employer Trust. A trust that is
established by a Public Employer in connection
with its Qualified Plan and that satisfies the
.requirements ofSection 501 of the Internal
.Revenue Code, or a trust established by-a
Public Employer in connection with its De-
ferred Compensation.Plan and that satisfies the
requirements ofSection 457(b) of the Internal
.Revenue Code..
(q) RC.The International City Management
Association Retirement Corporation.
(r) Retirement Trust.The Trust created by this
Declaration ofTrust.
(s) Trust Property. The amounts held in the
RetirementTrust as provided in Section 2.3.
The Trust Property shall include any income
resulting from the investment to the amounts so
held.
(t) Trustees.The Public Employee Trustees, ICMA
Trustees :and RC Trustees elected by the Public
Employers to serve as members of the Board of
Tnistees of the RetirementTrust.
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ARTICLE'II. CREATION AND PURPOSE OF THE
TRUST; OWNERSHIP OF TRUST PROPERTY
Section 2.1 Creation;
(a) The Retirement Trust was created by the execu-
tion of this Declaration ofTrust by the initial
Trustees and :Public Employers and is .established
with respect to each participating Public
Employer by adoption of this Declaration of
Trust.
(b) The RetirementTrust is hereby expressly made
apart of the appropriate Qualified Plan or
Deferred Compensation .Plan of each Public.
Employer that executes or has executed this
Declaration ofTrust.
Section 2.2 Purpose and Participation:
(a) The purpose of the Retirement Trust is to pro-
vide forthe commingled investment offunds held
by the Public Employers in connectionwith their
Deferred Compensation and Qualified P1ans.The
Trust Property shall be invested in the Portfolios,
in Investment Contracts, and in other investments
recommended by the Investment Adviser under
the supervision of the Board ofTrustees. No part
of the Trust Property will be invested in securities
issued by Public Employers.
(b) Participation in the RetirementTrust is limited to
M pension and profit-sharing trusts which are
maintained by Public Employers and .that are ex=
empt under section 501(a) ofthe Internal Rev-
enue Code because the Qualified Plans .related
thereto qualify under section 401(a) ofthe Inter-
nal Revenue Code and (ii) deferred eompensa-
tionplans maintained by Public Employers under
Section 457 of the Internal Revenue Code (and
trusts maintained by such Public Employers in con-
nection with such 457 plans).
Section 2.3 Ownership of Trust Property:
{a) TheTrustees shall have legal title to theTrust Prop-
erty.TheTrust Property shall be held as follows:
(i) for the Public Employer Trustees for the ex-
clusive benefit of the Employees; or
(ii) in the case of a Deferred Compensation Plan
maintained by a Public Employer that has not
.established a Public. EmployerTrust for the
plan, for the Public Employer as beneficial
owner of the plan's assets.
(b) The portion ofthe corpus and income of the Re-
tirementiTrust that equitably belongs to any Pub-
lic EmployerTrust may not be used for or di-
verted to .any purpose other than .for the exclu•-
live benefit. of the Employees (or their beneficia-
riesj who are entitled to benefits under such Pub-
lic Employer Trust.
(c) No employer's- Public Employer Trust may
assign any part of its equity or interest in the
RetirementTrust, and any purported assignment
of such equity or interest shall be void.
ARTICLE III. TRUSTEES
Section 3.1 Number and Qualification ofTrustees:
(aj The Board ofTrustees shall consist of nine
Trustees. Five of the Trustees shall be full-.time
employees of a Public Employer (the Public
EmployeeTrustees) who are authorized'bysuch
Public Employer to .serve as Trustee. The re-
maining four Trustees shall consist of two per-
sons who, at the ttime of election to the Board of
Trustees, are members or former members of
the Executive Board of ICMA, and two persons
who, at the time of election, are members or
former members of the Board of Directors of
RC. Dne of the ICMA Trustees and one of the
RC Trustees shall, at the time of election, be
full-time employees of Public Employers.
(b) No person may serve 2S a Trustee for more than
two terms in any ten-year period.
Section 3,2 Election and Term:
(a) .Except for the Trustees .appointed to fill
vacancies pursuant to Section 3.5 hereof, the
Trustees shall be elected by a vote of a majority
of the voting Public Employers in accordance
• with the pr~,Cedures set forth in the By-Laws.
(b) At the first election ofTrustees, three Trustees
shall be elected for a term of three years, three
Trustees shall be elected for a term of two years
and three Trustees shall be elected for a term of
one year. tat each subsequent election, three
Trustees shall be elected each to serve for a term
of three years and until his or her successor is
elected and qualified.
Section 3.3 Nominations:TheTrustees who are
full-time employees of Public Employers shall serve
as the Nominating Committee for the Public
EmployeeTrustees.The Nominating Committee
shall choose candidates £or Public Employee Trustee
in accordance with the procedures set forth in the
By-Laws.
Section 3.4 Resignation and Removal:
(a) Any Trustee may resign as Trustee (without need
for prior or subsequent accounting) by an
instrument in writing signed by theTrustee and
delivered to the other Trustees and such
MPP '03/31 /2000
resignation shall ~ :fective upon ouch delivery,
or at a later date according to theterms of the
instrument. Any ofthe Trustees .maybe removed
for cause, by a vote of a majority of the Public
Employers.
(b) Each Public Employee Trustee shall resign his or
her position as Trustee within sixty days of the
date on which he or she ceases to be a full-time
employee of a Public Employer.
Section 3.5 Vacancies: The term of office of a Trustee
shall terminate and a vacancy shall occur in the event
of his or her death, resignation, removal, adjudicated
incompetence or other incapacity to perform the
duties of the office of a Trustee._In the case of a
vacancy, the remaining Trustees shall .appoint such .
person as they in their discretion shall see fit (subject
to the limitations set forth in this Section), to serve
for the unexpired portion of the term of the Trustee
who has resigned or otherwise ceased to be a
'I'rustee.The appointment shall be made by a written
instrument signed by a majority of the'Trustees.The
person appointed must be the same type ofTrustee
(i.e., Public Employee Trustee, ICMA Trustee or RC
Trustee) as the person whd'has ceased to lie°a
Trustee.An appointment ofaTrustee may be made
in anticipation of a vacancy to occur at a later date
by .reason of retirement -or resignation, provided .that
such appointment shall not become effective prior to
such retirement or resignation. Whenever a vacancy
shall occur, until such vacancy is .filled as provided in
this Section 3.5, the Trustees in office, regardless of
their number, shall have all the powers granted to the
Trustees and shall discharge all the duties imposed
upon the Trustees by this.Declar~tion,,A written.
instrument certifying the existence ofa vacancy
signed by a majority ofthe'~'rustee~"shall:be conclix-
sive evidence of the existence ofsuch vacancy.
.Section 3.6 Trustees Serve in .Representative
Capacity: By executing this Declaration, each
Public Employer agrees that the' Public Employee
Trustees elected by the Public Employers are
authorized to act as agents and representatives of the
.Public :Employers. collectively, - ~ - • ` ' ' "
ARTICLE 1V. P®WERS OF TRUSTEES
Section 4.1 General Powers: The Trustees .shall have
.the power to conduct the business of .the Trust and
to carry on its operations. Such power shall include,
but shall not be limited to, the power to:
(a) receive the Trust Property from the Public
Employers, Public Employer Trustees or the
trustee or administrator under any Employer
Trust;
(b) enter into a contract with an Investment Adviser
providing,.among other .things, for the establish-
n~ and operation of the Portfolios, selection
of the Investment Contracts in which the Trust
.Property may be .invested, selection of the other
investments for the'Trust Property .and the
payment of reasonable fees to the Investment
Adviser and to any sub-investment adviser
retained by the Investment Adviser;
(c) review annually the performance of the
Investment Adviser and approve annually .the
contract with such Investment Adviser;
(d) invest and reinvest the Trust Property in the
Portfolios, the Investment Contracts .and in any
other investment recommended by the Invest-
mentAdviser, but not including securities issued
by Public Employers, provided that if a Public
Employer has directed that. its monies be '
invested in one or more specified Portfolios or
in an Investment Contract, the Trustees of the
Retirement Trust shall invest such monies in
accordance with such directions;
(e) .keep such portion of the Trust Property in -cash
or cash balances as the Trustees, from time to
time, may deem to be in the best interest of the
RetirementTrust created hereby without
liability for interest thereon;
(f) accept and retain for such time as they may
deem advisable any securities or other property
received or acquired by them as Trustees
hereunder, whether or not such securities or
other property would .normally be purchased as
:investment hereunder;-
(g) cause any securities or other property held as
part of the Trust Property to be registered in
the name of the RetirementTrust or in the
name of a nominee, and to hold any investments
in bearer form, but the books .and records of the
Trustees shall at all times show that all such
investments are a part of the Trust Property;
(h) make,. execute, acknowledge, and deliver any and
all documents of transfer and conveyance and
any and all other instruments that may be
necessary or appropriate to carry out the powers
herein granted;
(i) vote upon any stock, bonds, or other securities;
give general or special proxies or powers of
attorney withor without power of substitution;
exercise any conversion privileges, subscription
rights, or other options, and. make any payments
incidental thereto; oppose, or consent to, or
otherwise participate in, corporate reorganiza-
tions or to other changes affecting corporate
securities, and delegate discretionary powers and
pay any .assessments or charges in connection
therewith; and :generally exercise any of the
powers of an owner with .respect to stocks,
MPP 04/30/2000
bonds, securities or other property held as part
of the Trust Property;
(j) enter into contracts or arrangements for goods
or services required in connection with the
operation of the Retirement Trust, including,
but not limited to, contracts with custodians and
contracts for the provision of administrative
services;
(k) borrow or raise money for the purposes of the
.Retirement Trust in such amount, and upon
such xerms and conditions, as the Trustees shall
deem advisable, provided that the .aggregate
amount of such borrowings shall not exceed
30% of the value of the Trust Property. No
person lending money to the Trustees shall be
bound to see the application of the money lent
or to inquire into its validity, expediency or
propriety ar any such borrowing;
(1) .incur reasonable expenses as required for the
operation. of the Retirement Trust and deduct
sucliexpenses from of the Trust Property;
(rn) pay expenses properly allocable to the Trust
Property incurred in connection with the
Deferred Compensation Plans, Qualified Plans,
or the Employer Trusts and deduct such
expenses from that portion of the Trust Prop-
erty to which such expenses are properly
allocable;
(n) pay out of the Trust Property .all real and
personal property taxes, income taxes and other
taxes of any and all kinds which, in the opinion
of the Trustees, are properly levied, or assessed
under existing or future laws upon, or in respect
of, the Trust Property and allocate any such
taxes to the approp.riateaccounts;
(o) adopt; amend and repeal the By-laws, provided
that such By-laws are at all times consistent with
.the terms of this Declaration ofTrust;
(p) employ persons to make available interests in the
Retirement Trust to employers eligible to
maintain a Deferred Compensation Plan under
Section 457 or a Qualified Plan under Section
401 of the Internal Revenue Code;
(q) issue the Annual Report of the Retirement
Trust, and the disclosure documents and other
.literature used by the Retirement Trust;
(r) in addition, to conducting the investment
program authorized in Section 4.1 (d), make
loans; including the purchase of debt obliga-
lions, provided that all such loans shall bear
interest at the current market rate;
~,
(s) contract for, and delegate any powers ;granted
hereunder to, such officers., agents, employees,
auditors and attorneys as the Trustees may select,
provided that the Trustees may not delegate the
powers set forth in paragraphs (b), (c) and (o) of
this Section 4.1 and may not delegate any
powers if such delegation would violate their
fiduciary duties;
(t) provide for the indemnification of the Officers
and Trustees of the Retirement Trust and
purchase fiduciary insurance;
(u) maintain books and records, including separate
accounts for each Public .Employer, Public
Employer Trustee or Employer Trust and such
additional separate accounts as are required
under, and .consistent with, the Deferred
Compensation or Qualified Plan of each 'Public
Employer; and
(v) do all such acts, take all such proceedings, and
exercise all such rights and privileges, although
not specifically mentioned .herein, as .the
Trustees may deem necessary or appropriate to
administer the Trust Property and to carry out
the purposes of the Retirement Trust.
Section 4.2 Distribution of Trust Property; Distri-
butions of the Trust property shall be made to, or on
behalf of, the Public: Employer or Public Employer
Trustee, in accordance with the terms of the
Deferred Compensation Plans, Qualified Plans or
Employer Trusts. The Trustees of the Retirement
Trust shall be fury protected in making payments in
...,,.,aceczrdanee~~wtrlZ~therdipections .of the Public
•-• • Employer`s, Public Employer Trustees or trustees or
administrators of,any Employer Trust without
ascertaining whether such payments are in compli-
ance. with the provisions of the ..applicable .Deferred
Compensation or Qualified Plan or Employer Trust.
.Section. 4.3 Execution of Instruments:The Trustees
:may unanimously designate any one or more of the
Trustees to execute any instrument or document on
b~haifi-bf~all+,including:but,not~lmited'to-ahe signing
or endorsement of any check and the signing of any
applications, insurance and other contracts, and the
action of such designatedTrustee orTrustees shall
.have the same force and effect as if taken by all the
Trustees.
ARTICLE V. DUTY OF CARE AND LIABILITY DF
TRUSTEES
Section '5.1 Duty of .Care: In exercising the powers
hereinbefore granted to the Trustees, the Trustees
shall perform all acts within their authority for the
exclusive purpose of providing benefits for he
Public Employers in connection with non-trusted
MPP -03/31/2000
Deferred Compensation. ;ns and for the Public
Employer Trustees, and shall perform such acts with
the care, skill, prudence and diligence in the crcum-
stances then prevailing that a prudent person acting
in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like
character and with like aims.
.Section 5.2 Liability:TheTrustees shall not be liable
for any mistake of judgment or other action taken in
good faith, and for any action taken or omitted in
reliance in good faith upon the books of account or
other records of the Retirement Trust, upon .the
opinion of counsel, or upon reports made to the
Retirement Trust by any of its officers, employ-
ees or agents or by the Investment Adviser or
any sub-investment adviser, accountant, ap-
praiser or other expert or consultant selected
with reasonable care by the Trustees, officers or
employees of the Retirement Trust. The Trustees
shall also not be liable. for any loss sustained by the
Trust Property by reason of any investment made in
good faith .and in accordance with the standard of
care set forth in Section 5.1.
:Section 5.3 Bond: IVo Trustee shall be obligate'd`to give
any bond or other security for-the performance of
any of his or her duties hereunder.
,ARTICLE VI. ANNUAL REPORT TO
SHAREHOLDERS .._..
The Trustees shall annually submit to the Public Employ-
ers and Public Employer Trustees a written report of the
transactions of the Retirerrrent:Tnust~ including.£nancial
statements which shall be certifed`by"independent public
accountants chosen by the Trustees.
ARTICLE VIII'. DURATION OR AMENDMENT OF
RETIREMENT TRUST
Section 7.1 Withdrawal:A Public Employer or Public
Employer'Trustee may, at any time, withdraw from
this:Reeireir~antTrusb.;by,delivering.,to~theBaard of
Trustees a written statement ofwithdrawal. In such
statement, the Public .Employer or Public Employer
Trustee shall acknowledge that the Trust Property
allocable to the Public• Employer is derived from
compensation deferred by employees of such Public
Employer pursuant to its Deferred Compensation
:Plan or .from contributions to the accounts of
Employees pursuant to a Qualified Plan, and shall
designate the financial institution to which such
property shall be transferred by the Trustees of the
Retirement Trust or by the trustee or administrator
~znder an Employer Trust.
Section 7.2 Duration:The RetirementTrustshall
continue until terminated by the vote of a majority
of the Public Employers, each casting .one vote.
Upon tel.. .nation, all of theTrust Property shall be
paid out to the Public Employers, Public Employer
Trustees or the trustees or administrators of the
Employer Trusts, as appropriate.
Section 7.3 Amendment:The Retirement Trust may
be amended by the vote of a majority of the Public
.Employers, each casting one vote..
Section 7.4 Procedure;A resolution to terminate or
amend the Retirement Trust or to remove a Trustee
shall be submitted to a vote of the Public Employers
if: (i) a majority of the Trustees so direct, or; (ii) a
petition requesting a vote signed by not less than 25
percent of t'he Public Employers, is submitted to the
Trustees.
ARTICLE VIIL MISCELLANEOUS
Section 8.1 Governing Law: Except as otherwise
required by state or local law, this Declaration of
Trust .and the Retirement Trust hereby created shall
be construed and regulated by .the laws of the
District of Columbia.
Section 8.2 Counterparts:This Declaration may be
executed by the Public Employers and Trustees in
two or more counterparts,-each of which shall be
deemed an original but all of which together shall
constitute on'e and the same instrument.
MPP 04/30/2000
EXHLBIT C ~~
ADMINISTRATIVE SERVICES AGREEMENT
Type.:. 401
.Account Number: 7734
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Plan(' 7734
ADMINISTR/'-TIVE SERVICES AGREEMENT
This Agreement, made as of the day of 2000 `Cherein 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 Gatos ("Employer") a Town
organized and existing under the laws of the State of California with an office at 1 10
fast Main Street., Los Gatos, California 95031.
RECITALS
Employer acts as a public p an 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 document, "Making Sound Investment Decisions: A
Retirement fnvestment 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.
AGREEMENTS
1. Appointment ,of RC
Employer hereby designates RC as Administrator of the Plan to perform 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;
Plan- ~" 7734
(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 Emp over in accordance with terms
of the .Plan.
2. Adoption of Trust
Employer '.has adopted the Declaration of Trust of the 'IGMA '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. Ernplover Duty to Furnish Information
Employer agrees to furnish fio 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 identification numbers). RC
shall be entitled fio 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..
4. Certain 'Representations, Warranties, and Covenants
RC represents and warrants to Employer that:
(a) RC is anon-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..
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1b) 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 abroker-dealer
with the Securities and Exchange Commission (SEC) and is a member in good
standing of the National Association of Securities Dealers, Inc.
RG covenants with employer that:
(c) RC shall .maintain and administer the Plan in compliance with the
requirements for plans which satisfy the qualification requirements of Section
4D1 of the Internal Revenue Code; provided, however, RC shall .not be
responsible for the qualified 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 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
RC's standardized plan document, 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.
Employer represents and warrants to RC that:
(d- Employer is organized in the form and manner recited in the opening paragraph
of thus 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.
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 0.29% per annum of the amount of Plan assets
invested in the Trust. Such fee shall be computed based on average daily net
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Plan assets in the Trust.
(b) Account Maintenance Fee.. There shall be an annual account maintenance fee
of $0.00. The .account maintenance fee is payable 'in full on January 1st of
each year on .each account in existence on That date. For accounts established
AFTER January 1st, 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 and Advisory and other
Services to the Vantagepoint Funds. 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. Employer further
acknowledges that certain wholly-owned subsidiaries of RC receive
.compensation for advisory and other services furnished to tfie Vantagepoint
Funds, which serve as the underlying portfolios of a number of Funds offered
through the Trust. The fees referred to in this subsection are disclosed in the
Retirement Investment Guide.. These fees are not assessed against assets
invested in the Trust's '.Mutual 'Fund Series.
(d) Mutual Fund Services Fee. There is an annual charge of 0.25% assessed
against average daily .net Plan assets invested in the Trust's Mutual Fund Series.
(e) Model Portfolio Fund Fee. There is an annual charge of 0.10% assessed against
daily average net Plan assets invested 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.
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 will return it to Employer with proper instructions.
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8. Responsibility
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.
(bl 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. Notices
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 receipt
requested., to (iJ Legal Department, ICMA Retirement Corporation, 777 North Capitol
Street, IV.E., Suite '600., Washington, D.C, .2000:2-4240.; (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 Empioyer relating
Plan # 7734
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 Law
This agreement shall be governed by and construed in accordance with the laws of the
State of California, applicable to contracts made in that jurisdiction without reference
to its conflicts of laws provisions.
In Witness Whereof, the parties hereto have executed this Agreement as of the
Inception Date first above written.
TOWN Of LOS GATOS
by;
Signature/Date
Name and Title (Please Print)
INTERNATIONAL CITY MANAGEMENT
ASSOCIAT'IDN RETi'REMENT
CDR'PORATION
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y:
Paul Gallagher
Corporate Secretary
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