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1992-0207_ICMA RETREMENT CORPATION_Administrative Services Agreement32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 4931171 (949) 493-1053 FAX www.sanjuancapistrano.org August 3, 2004 ICRM 318 Oak Street Syracuse, NY 13203 IR(O RIO IRTiO � fS1R1IISRRO � 1961 1776 Re: Janet Matson Verification of Work Product To Whom it May Concern: MEMBERS OF THE CITY COUNCIL SAM ALLEVATO DIANE L. BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN Recently the City of San Juan Capistrano issued Request for Proposals for electronic document imaging consultant services. Janet Matson was selected to perform these services based on the combined qualities of expertise, proposed scope of services, references, and the fees. A contract was signed on March 4, 2003 and work began immediately. Most of the work was completed by December 2004, however, the final phase — development of a written electronic document management plan was not finalized until April 2004. Delays were due to turnover of key personnel within the City Clerk's office. If you need additional information, please do not hesitate to call me. Sincerely, San Juan Capistrano: Preserving the Past to Enhance the Future KB RETIREMENT f C RETIREMENT CORPORATION ADMINISTRATIVE SERVICES AGREEMENT Type: 457 Account Number: 3653 ICMA Plan 4053 RF.TIRF.MENT CORPORATION ADMINISTRATIVE SERVICES AGREEMENT This Agreement, made as of the - day of '1994--- (herein 994---(herein referred to as the "Inception Date"), between The International City Management Association Retirement Corporation ("RC"), a nonprofit corporation organized and existing under the laws of the State of Delaware; and the City of San Juan Capistrano ("Employer") a City organized and existing under the laws of the State of California with an office at 32400 Paseo Adelanto, San Juan Capistrano, California 92675. Recitals Employer acts as a public plan sponsor for a retirement plan ('Plan") with responsibility to obtain the best possible 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 for the investment of plan assets including a growth stock fund, an S&P index fund, an asset allocation fund, a medium-term bond fund, and an enhanced short-term bond fund. These funds, (collectively, the "Funds") are available only to public employers and only through the Trust and RC. In addition to serving as investment adviser to the Trust, RC provides a complete offering of services to public employers for the operation of employee retirement plans including, but not limited to, communications concerning investment alternatives, account maintenance, account record-keeping, investment and tax reporting, form processing, benefit disbursement and asset management. -2- Agreements 1. Apoointment of RC ICMA Plan *53 RETIREMENT CORPORATION 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; (c) provision of periodic reports to the Employer and participants of the status of Plan investments and individual accounts; (d) communication to participants of information regarding their rights and elections under the Plan: and (e) disbursement of benefits as agent for the Employer in accordance with terms of the Plan. 2. Adoption of Trust Employer has adopted the Declaration of Trust of the ICMA Retirement Trust and agrees to the commingled investment of assets of the Plan within the Trust. Employer agrees that operation of the Plan and investment, management and disbursement of amounts deposited in the Trust shall be subject to the Declaration of Trust, as it may be amended from time to time and shall also be subject to terms and conditions set forth in disclosure documents (such as the Retirement Investment Guide or Employer Bulletins) as those terms and conditions may be adjusted from time to time. It is understood that the term "Employer Trust' as it is used in the Declaration of Trust shall mean this Administrative Services Agreement. 3. Employer Duty to Furnish Information Employer agrees to furnish to RC on a timely basis such information as is necessary for RC to carry out its responsibilities as Administrator of the Plan, including information needed to allocate individual participant accounts to Funds in the Trust, and information as to the employment status of participants, and participant ages, addresses and other identifying information (including tax identification numbers). RC shall be entitled to rely upon the accuracy of any information that is furnished to it by a -3- ICMA • Plan .053 RETIREMENT CORPORATION 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. If within ninety (90) days after the mailing of any report, statement or accounting to the Employer or a participant, the Employer or participant has not notified RC in writing of any error or objection, such report, statement, or accounting shall be deemed to have been accepted by the Employer and the participants. 4. Certain Representations, Warranties. and Covenants RC represents and warrants to Employer that: (a) RC is a non-profit corporation with full power and authority to enter into this Agreement and to perform its obligations under this Agreement. The ability of RC to serve as investment adviser to the Trust is dependent upon the continued willingness of the Trust for RC to serve in that capacity. (b) RC is an investment adviser registered as such with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. ICMA- RC Services, Inc. (a wholly owned subsidiary of RC) is registered as a broker-dealer with the Securities and Exchange Commission (SEC) and is a member in good standing of the National Association of Securities Dealers, Inc. RC covenants with employer that: (c) RC shall maintain and administer the Plan in compliance with the requirements for eligible deferred compensation plans under Section 457 of the Internal Revenue Code; provided, however, RC shall not be responsible for the eligible status of the Plan in the event that the Employer directs RC to administer the Plan or disburse assets in a manner inconsistent with the requirements of Section 457 or otherwise causes the Plan not to be carried out in accordance with its terms; provided, further, that if the plan document used by the Employer contains terms that differ from the terms of RC's standardized plan document, RC shall not be responsible for the eligible status of the Plan to the extent affected by the differing terms in the Employer's plan document. Employer represents and warrants to RC that: (d) Employer is organized in the form and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan and participants in the 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. ICMA • Plan A353 RETIREMENT CORPORATION 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. The 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 Pavment (a) Plan Administration Fee. The amount to be paid for plan administration services under this Agreement shall be 0.9% per annum of the amount of Plan assets invested in the Trust. Such fee shall be computed and paid at the end of each month on plan assets in the Trust at that time. (b) Account Maintenance Fee. There shall be an annual account maintenance fee of $50.00. The account maintenance fee is payable in full on January 1 of each year on each account in existence on that date. For accounts established after January 1, the fee is payable on the first day of the calendar quarter following establishment and is prorated by reference to the number of calendar quarters remaining on the day of payment. (c) Annual Employer Fee. There shall be an annual Employer fee of $0.00. The initial annual Employer fee is payable in full upon establishment of the Employer account, and thereafter shall be payable in full on January 1 of each succeeding year. (d) Compensation for Advisory Services to the Trust. Employer acknowledges that in addition to amounts payable under this Agreement, RC receives fees from the Trust for investment advisory services furnished to the Trust. (e) Payment Procedures. (i) All payments to RC pursuant to Section 6(a) and (b) 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. (ii) All payments to RC pursuant to Section 6(c) shall be paid directly by Employer, and shall not be deducted from Plan Assets held by the Trust. 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 labelled or transferred to RC, RC is authorized, acting on behalf of the transferor, to -5- ICMA • Plan 53 RETIREMENT CORPORATION transfer such check or wire transfer to the Trust. 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 Adiustments (a) This Agreement may not be amended except by written instrument signed by the parties. (b) The parties agree that compensation for services under this Agreement and administrative and operational arrangements may be adjusted as follows: RC may propose an adjustment by written notice to the Employer given at least 60 days before the effective date of the adjustment and the notice may appear in disclosure documents such as Employer Bulletins and the Retirement Investment Guide. Such adjustment shall become effective unless, within the 60 day period before the effective date the Employer notifies RC in writing that it does not accept such adjustment, in which event RC shall be under no obligation to provide services under this Agreement. (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 this Agreement shall be delivered personally or by registered or certified mail, postage prepaid, return receipt requested, to (i) RC at 777 North Capitol Street, N.E., Suite 600, Washington, D.C, 20002-4240; (ii) Employer at the office set forth in the first paragraph hereof, or to any other address designated by the party to receive the same by written notice similarly given. 12. Complete Agreement This Agreement shall constitute the sole agreement between RC and Employer relating to the object of this Agreement and correctly sets forth the complete rights, duties and obligations of each party to the other as of its date. Any prior ICMA • Plan 4*553 RETIREMENT CORPORATION 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. CITY F SAN JUAN CAPISTRANO by: Signature/Date Ll2/07/92 David P. Bentz Director of Administrative Services Name and Title (Please Print) INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT OR'P,ORATIONNqrsl� pL* Stephen Wm. Nordholt/Date Corporate Secretary 7- #MA RETIREMENT CORPORATION Management Assistant City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Section 457/PTS Deferred Compensation Plan Dear Ms. Waimrim: Thank you for returning the signed Administrative Services Agreement. Enclosed is a counterexecuted copy for your files. Should you have any questions or concerns, please do not hesitate to call either your marketing representative, Ms. Penny Abbott at (310) 433-1000, or me at (202) %2-4644. Sincerely, Manuel J. Sanches Manager Business Development Enclosures cC: Ms. Harriet Jacobs Director of Marketing Ms. Penny Abbott Marketing Representative ICMA-RC Services, Inc. Member NASD and SIPC, is a wholly owned broker-dealer subsidiary of the ICMA Retirement Corporation 4 Corporate Headquarters Suite 600 February 18, 1992 777 North Capitol Street, NE Washington, DC 20002-4240 (202) 962-4600 Ms. Sylvia Wain iim Ton -Free (900) 669-7400 Management Assistant City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Section 457/PTS Deferred Compensation Plan Dear Ms. Waimrim: Thank you for returning the signed Administrative Services Agreement. Enclosed is a counterexecuted copy for your files. Should you have any questions or concerns, please do not hesitate to call either your marketing representative, Ms. Penny Abbott at (310) 433-1000, or me at (202) %2-4644. Sincerely, Manuel J. Sanches Manager Business Development Enclosures cC: Ms. Harriet Jacobs Director of Marketing Ms. Penny Abbott Marketing Representative ICMA-RC Services, Inc. Member NASD and SIPC, is a wholly owned broker-dealer subsidiary of the ICMA Retirement Corporation 4