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ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Kent
Type: 457
Account#: 301655
RS
Plan number 301655
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement("Agreement"), made as of the 1st
day of June, 2016 (herein referred to as the "Inception Date"), 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 Kent ("Employer"), a City organized and existing under the laws of the State of
Washington with an office at 220 4th Avenue South, 41h floor,Kent, Washington
98032-5838.
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, 198 1-1 C.B. 326, which provides for the commingled
investment of retirement funds held by various state and local governmental units for
their employees;
ICMA-RC acts as investment adviser to VantageTrust Company, 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 document, "Making Sound Investment Decisions: A Retirement Investment
Guide" and the accompanying VantageTrust Fund Fees and Expenses document
("Retirement Investment Guide");
The Funds are available only to public employers and only through VantageTrust
and ICMA-RC; and
In addition to serving as investment adviser to VantageTrust, ICMA-RC provides
a range of services to public employers for the operation of employee retirement plans
including, but not limited to, communications concerning investment alternatives,
account maintenance, account recordkeeping, investment and tax reporting,transaction
processing, benefit disbursement,and asset management.
2
t
Plan number 301655
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 distribution 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 terms and conditions set forth in disclosure documents(such as
the Retirement Investment Guide or Employer Bulletins)as those terms and conditions
may be adjusted from time to time.
3. Exclusivity greement
Employer agrees that for the initial or succeeding term of this Agreement specified in
Section 10, so long as ICMA-RC continues to perform in all material respects the
services to be performed by it under this Agreement, Employer shall not obtain plan
administration from anyone other than ICMA-RC. Employer acknowledges that ICMA-
RC has agreed to the compensation to be paid to ICMA-RC under this Agreement in the
expectation that ICMA-RC will be able to offset costs allocable to performing this
Agreement with revenues arising from Employer's exclusive use of ICMA-RC at the
rates provided herein throughout the initial or succeeding term.
4. Employer Du!y 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 various roles. This is to be completed through
the online EZLink employer contact options. ICMA-RC shall be entitled to rely upon the
accuracy of any information that is furnished to it by a responsible official of the
Employer or any information relating to an individual participant or beneficiary that is
furnished by such participant or beneficiary, and ICMA-RC shall not be responsible for
any error arising from its reliance on such information. ICMA-RC will provide reports,
statements and account information to the Employer through EZLink,the online plan
administrative tool.
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Plan number 301655
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.
Failure to provide timely fund profile update information, including the source of the
information, may result in a lack of fund information for participants,as ICMA-RC will
remove outdated fund profile information from the systems that provide fund information
to Plan participants.
5. Certain Representations and Warranties
ICMA-RC represents and warrants to Employer that:
(a) ICMA-RC is a non-profit corporation with full power and authority to
enter into this Agreement and to perform its obligations under this
Agreement. The ability of ICMA-RC to serve as investment adviser to
VantageTrust is dependent upon the continued willingness of
VantageTrust for ICMA-RC to serve in that capacity.
(b) ICMA-RC is an investment adviser registered as such with the U.S.
Securities and Exchange Commission under the Investment Advisers Act
of 1940, as amended.
(c) 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 carried out in
accordance with its terms. Further, in the event that the Employer uses its
own customized plan document, ICMA-RC shall not be responsible for
the eligible status of the Plan to the extent affected by terms in the
Employer's plan document that differ from those in ICMA-RC's standard
plan document. ICMA-RC shall not be responsible for monitoring state or
local law or for administering the Plan in compliance with local or state
requirements unless Employer notifies ICMA-RC of any such local or
state requirements.
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Plan number 301655
Employer represents and warrants to ICMA-RC that:
(d) Employer is organized in the form and manner recited in the opening
paragraph of this Agreement with full power and authority to enter into
and perform its obligations under this Agreement and to act for the Plan
and participants in the manner contemplated in this Agreement. Execution,
delivery, and performance of this Agreement will not conflict with any
law, rule,regulation or contract by which the Employer is bound or to
which it is a party.
(e) Employer understands and agrees that ICMA-RC's sole function under
this Agreement is to act as recordkeeper and to provide administrative,
investment or other services at the direction of Plan participants,the
Employer, its agents or designees in accordance with the terms of this
Agreement. Under the terms of this Agreement, ICMA-RC does not
render investment advice, is not the Plan Administrator or Plan Sponsor as
those terns 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.
(f) Employer acknowledges and agrees that ICMA-RC does not assume any
responsibility with respect to the selection or retention of the Plan's
investment options. Employer shall have exclusive responsibility for the
Plan's investment options, including the selection of the applicable mutual
fund share class. Where applicable, Employer understands that the VT
Retirement Income Advantage Fund is an investment option for the Plan
and that the fund invests in a separate account available through a group
variable annuity contract. By entering into this Agreement,Employer
acknowledges that it has received the Important Considerations document
and the Retirement Investment Guide and that it has read the information
therein concerning the VT Retirement Income Advantage Fund.
(g) Employer acknowledges that certain such services to be performed by
ICMA-RC under this Agreement may be performed by an affiliate or
agent of ICMA-RC pursuant to one or more other contractual
arrangements or relationships, and that ICMA-RC reserves the right to
change vendors with which it has contracted to provide services in
connection with this Agreement without prior notice to Employer.
(h) Employer acknowledges that it has received ICMA-RC's Fee Disclosure
Statement,prepared in substantial conformance with ERISA regulations
regarding the disclosure of fees to plan sponsors.
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Plan number 301655
(i) Employer approves the use of its Plan in ICMA-RC external media,
publications and materials. Examples include press releases
announcements and inclusion of the general plan information in request
for proposal responses.
6. Participation in Certain Proceedings
The Employer hereby authorizes ICMA-RC to act as agent,to appear on its behalf, and to
join the Employer as a necessary party in all legal proceedings involving the garnishment
of benefits or the transfer of benefits pursuant to the divorce or separation of participants
in the Plan. Unless Employer notifies ICMA-RC otherwise, Employer consents to the
disbursement by ICMA-RC of benefits that have been garnished or transferred to a
former spouse, current spouse,or child pursuant to a domestic relations order or child
support order.
7. Compensation and Payment
(a) ICMA-RC's compensation under this Agreement shall be as set forth in
subsection (b)below.
(b) Revenue Requirement. ICMA-RC shall receive total annual aggregate
recordkeeping revenue of 0.08%from investment options offered by the
Plan. ICMA-RC shall provide an administrative allowance quarterly to
the Employer or to the Plan in an amount equal to any revenue in excess
of the revenue requirement. In the event that recordkeeping revenue
received by ICMA-RC from investment options offered by the Plan falls
below the revenue requirement, ICMA-RC and the Employer shall
mutually agree upon a method to make up the shortfall necessary to meet
the revenue requirement. Employer understands that the Plan
administrative allowance is to be used only to pay for reasonable plan
administrative expenses of the Plan or allocated to Plan participants at the
instruction of the Employer.
(c) Compensation for Management Services to VantageTrust,
Compensation for Advisory and other Services to The Vantagepoint
Funds and Payments from Third-Party Mutual Funds. Employer
acknowledges that, in addition to amounts payable under this Agreement,
ICMA-RC receives fees from VantageTrust for investment advisory
services and plan and participant services furnished to VantageTrust. (The
investment advisory fee for the VT PLUS Fund shall be 0.21%(21 basis
points)of the daily balance of the Plan assets invested in the PLUS Fund.
This fee is inclusive of a 0.01%Trust operating expense fee.) Employer
further acknowledges that certain wholly owned subsidiaries of ICMA-RC
receive compensation for advisory and other services furnished to The
Vantagepoint Funds,which serve as the underlying portfolios of a number
of Funds offered through VantageTrust. For a VantageTrust Fund that
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Plan number 301655
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 described in the
Retirement Investment Guide 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 clearing agent for
providing administrative and other services based on assets invested in
third party mutual funds; such administrative fees come from payments
made by third party mutual funds to the settlement and clearing agent.
(d) Redemption Fees. Redemption fees imposed by outside mutual funds in
which Plan assets are invested are collected and paid to the mutual fund by
ICMA-RC. ICMA-RC remits 100%of redemption fees back to the
specific mutual fund to which redemption fees apply. These redemption
fees and the individual mutual fund's policy with respect to redemption
fees are specified in the prospectus for the individual mutual fund and
referenced in the Retirement Investment Guide.
(e) Payment Procedures. All payments to ICMA-RC pursuant to this Section
7 shall be made from Plan assets held by 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 7 directly, any amounts unpaid and outstanding after 30
days of invoice to the Employer shall be withdrawn from Plan assets.
The compensation in this Section 7 will take effect on June 1,2016,contingent upon
receipt of a fully executed agreement before June 30, 2016.
The compensation and payment set forth in this Section 7 is contingent upon the
Employer's use of ICMA-RC's EZLink system for contribution processing and
submitting contribution funds by ACH or wire transfer on a consistent basis over the
term of this Agreement.
Employer further acknowledges and agrees that compensation and payment under this
Agreement shall be subject to re-negotiation in the event that the Employer chooses
to implement additional funds not on ICMA-RC's mutual fund platform.
7
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Plan number 301655
8. Contribution Remittance
Employer understands that amounts invested through VantageTrust are to be remitted
directly to VantageTrust in accordance with instructions provided to Employer by ICMA-
RC and are not to be remitted to ICMA-RC. In the event that any check or wire transfer is
incorrectly labeled or transferred to ICMA-RC, ICMA-RC may return it to Employer
with proper instructions.
9. Indemnification
ICMA-RC will not be responsible for any acts or omissions of any person, other than the
acts or omissions of ICMA-RC or VantageTrust or their respective officers, employees,
agents, or assigns, in connection with the administration or operation of the Plan or its
related trust, including Vantage Trust. Employer shall indemnify ICMA-RC against, and
hold ICMA-RC harmless from, any and all loss, damage,penalty, liability, cost,and
expense, including without limitation, reasonable attorney's fees,that may be incurred
by, imposed upon, or asserted against ICMA-RC by reason of any claim, regulatory
proceeding, or litigation arising from any act done or omitted to be done by any
individual or person within Employer's control with respect to the Plan or its related
trust, excepting only any and all loss, damage, penalty, liability,cost or expense resulting
from the negligence, bad faith, or willful misconduct of ICMA-RC or VantageTrust and
their respective officers, employees, agents, and assigns.
10. Term
The term of this Agreement will commence on the Inception Date and extend three (3)
years from that date. This Agreement will be renewed automatically for each succeeding
year unless written notice of termination is provided by either party to the other no less
than 60 days before the end of such Agreement year. The Employer understands and
agrees that, in the event the Employer terminates this Agreement (or replaces the VT
PLUS Fund as an investment option in its investment line-up), ICMA-RC retains full
discretion to release Plan assets invested in the VT PLUS Fund in an orderly manner over
a period of up to 12 months from the date ICMA-RC receives written notification from
the Employer that it has made a final and binding selection of a replacement for ICMA-
RC as administrator of the Plan (or a replacement investment option for the VT PLUS
Fund).
11. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by the parties.
(b) ICMA-RC may amend this agreement by providing 60 days' advance written
notice to the Employer prior to the effective date of such proposed amendment.
Such amendment shall become effective unless,within the 60-day notice period,
the Employer notifies ICMA-RC in writing that it objects to such amendment.
This provision shall not apply to any of the material terms of this Agreement.
Material terms include, but are not limited to,the term of the Agreement,the
8
Plan number 301655
substantive portions of the Compensation expressed in Section 7,and the general
scope of services.
(c) The parties agree that enhancements may be made to administrative and
operations services under this Agreement. The Employer will be notified of
enhancements through the Employer Bulletin,quarterly statements, electronic
messages or special mailings.Likewise, if there are any reductions in fees, these
will be announced through the Employer Bulletin, quarterly statement, electronic
messages or special mailing.
12. Notices
All notices required to be delivered under this Agreement shall be in writing and shall be
delivered, mailed, e-mailed or faxed to the location of the relevant party set forth below
or to such other address or to the attention of such other persons as such party may
hereafter specify by notice to the other 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
Employer: at the office set forth in the first paragraph hereof, or to any
other address, facsimile number or e-mail address designated by the
Employer to receive the same by written notice similarly given.
Each such notice, request or other communication shall be effective: (i) if given by
facsimile, when transmitted to the applicable facsimile number and there is appropriate
confirmation of receipt; (ii) if given by mail or e-mail, upon transmission to the
designated address with no indication that such address is invalid or incorrect; or (iii) if
given by any other means,when actually delivered at the aforesaid address.
13. Complete Agreement
This Agreement including Exhibit A and Exhibit B shall constitute the complete and full
understanding and sole agreement between ICMA-RC and Employer relating to the
object of this Agreement and correctly sets forth the complete rights, duties and
obligations of each party to the other as of its date. This Agreement supersedes all written
and oral agreements, communications or negotiations among the parties. Any prior
agreements,promises,negotiations or representations,verbal or otherwise, not expressly
set forth in this Agreement are of no force and effect.
14. Titles
The headings of Sections of this Agreement and the headings for each of the attached
schedules are for convenience only and do not define or limit the contents thereof.
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Plan number 301655
15. Incorporation of Schedules
All Schedules (and any subsequent amendments thereto), attached hereto, and referenced
herein, are hereby incorporated within this Agreement as if set forth fully herein.
16. Governing Law
This Agreement shall be governed by and Construed in accordance with the laws of the
State of Washington applicable to contracts made in that jurisdiction without reference to
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its conflicts of laws provisions.
With the exception of the attorney fee obligations in Section 9 of this agreement, each
party will be responsible for the:payment of all its own attorney fees and legal costs,
incurred by reason of any claim, regulatory proceeding, or litigation arising from or
connected with this agreement.
tp
In Witness Whereof, the pat-ties 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 duty authorized officers as of the Inception Date first above written.
CIJ'Y OF KENT
By
idI
U e/Date
By ( I
'--"Nanie and Title (Please Print)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
Z-
By_
Erica McFarquhar
Assistant Secretary
Please return fully executed contract to: New Business Services
ICMA-RC
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
10
Plan number 301655
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 through the City of
Kent's Employee Self Service(ESS)system. Employer can also enroll
employees through EZLink.
(b) Establishment of participant accounts for each employee participating in the
Plan for whom ICMA-RC receives appropriate enrollment instructions.
ICMA-RC is not responsible for determining if such Plan participants are
eligible under the terms of the Plan.
(c) Allocation in accordance with participant directions received in good
order of individual participant accounts to investment funds offered under
the Plan.
(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 and 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 through quarterly
statements that can be delivered electronically through Account Access or
by postal service.
(g) Communication to participants of information regarding their rights and
elections under the Plan.
(h) Making available Investor Services Representatives through a toll-free
telephone number from 8:30 a.m.to 9:00 p.m.Eastern Time,Monday
through Friday(excluding holidays and days on which the securities
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 plan transactions at any
time.Account access is normally available 24 hours a day, seven days a
week except during scheduled maintenance periods designed to
11
Plan number 301655
ensure high-quality performance. The scheduled maintenance window is
outlined at https:Hharverl.icmarc.org/login.iso
(j) Distribution of benefits as agent for the Employer in accordance with
terms of the Plan. Participants who have separated from service can
request distributions through Account Access or via form.
(k) Upon approval by the Employer that a domestic relations order is an
acceptable qualified domestic relations order under the terms of the Plan,
ICMA-RC will establish a separate account record for the alternate payee
and provide for the investment and distribution of assets held there under.
(1) Loans may be made available on the terms specified in the Loan Guidelines,
if loans are adopted by the Employer. Participants can request loans through
Investor Services or Account Access.
(m) Guided Pathways—Participant Advice and Guidance may be made
available through a third party vendor on the terms specified on ICMA-
RC's website.
(n) ICMA-RC will determine appropriate delivery method(electronic and/or
print) for plan sponsor/participant communications and education based on
a number of factors (audience, effectiveness, etc.).
12
Plan number 301655
Exhibit B
City of Kent
Performance Standards
On Site Service
I. ICMA-RC will staff one local Retirement Plans Specialist and an additional Retirement Plans Specialist,
as needed,who will be supported by the Regional Director. ICMA-RC will also provide the services of a
salaried Certified Financial Planner professional. ICMA-RC agrees to offer annually:
A minimum of 8 education workshops(minimum)
• 4 one hour financial planning seminar and 4 days of individual meetings(minimum)
Up to 360'/z hour individual counseling sessions
it. Each local representative assigned to the City's account will hold a minimum of their FINRA Series 6163
designations.
III. ICMA-RC will conduct the stated number of contractual onsite individual and group
enrollmentleducation meetings for employees beginning on the effective date of this Agreement.
IV. The Employer may adjust these numbers as appropriate but any increase in minimum amounts
required must be mutually agreed upon by the Employer and ICMA-RC.
Reports
I. ICMA-RC agrees to provide the Employer the following reports:
Employer statement of account Quarterly**
Activity Reports Daily**
Summary by Investment Daily**
Web Activity Monthly"
Automated Telephone Transactions Annual
Comprehensive Plan and Fund Review Annual
Revenue Accounting Report Quarterly
**These reports are available through EZUnk,the Employer on-line tool
II. ICMA-RC will provide reports each year detailing all education and communication activity including the
number of group and individual sessions conducted during the year, and the number of participants
attending sessions on each educational topic.
Distributions
I. ICMA-RC will assist the participant in preparing the necessary forms to select his/her distribution option.
This would also include those distributions covered in the Plan's deminimus provisions and those
distributions covered by law.
It. Requests for immediate lump sum payment received in good order by 4:00 Eastern Time are paid within
two business days if all plan waiting periods have been met and all documentation is in good order.
III. ICMA-RC 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 ratelyield paid on savings products
during distribution may change quarterly. For variable investment options, earnings will be those
actually earned.
13
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Print on Cherry-Colored Paper
K N T"
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ation ion of Document:
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Shaded Areas To Be Completed By Administration staff
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Recommendations and Comments: vll �
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