Agenda 07/12/2016 Item #16E5 7/12/2016 16.E.5.
EXECUTIVE SUMMARY
Recommendation to approve and authorize a three month extension to the ICMA Retirement
Corporation Administrative Services Agreement currently scheduled to expire on July 26,2016.
OBJECTIVE: For the Board of County Commissioners to approve and authorize a three month
extension to the ICMA Retirement Corporation Administrative Services Agreement.
CONSIDERATIONS: The ICMA Retirement Corporation Administrative Services Agreement
was approved by the Board on July 26, 2011 for a term of five years. ICMA has provided
revised language for consideration that would take effect with approval of the new agreement.
Staff is requesting a three month extension of the current agreement, which will provide the
ability to review, analyze and negotiate changes to the proposed five year ICMA Administrative
Services Agreement that would have been effective July 27, 2016. The three month extension
will provide additional time and services through October 27, 2016.
FISCAL IMPACT: This action will have no fiscal impact to the County.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires
majority vote for approval. —CMG
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with
this Executive Summary.
RECOMMENDATION: That the Board approves and authorizes the Chair to extend the existing
ICMA Administrative Services Agreement for a period of three months, through October 27,
2016.
Prepared By: Ofelia Tallon, Manager—Compensation, Department of Human Resources
Attachments:
1. ICMA Administrative Services Agreement
2. Agreement Amendment#1 to Agreement#11-5730
Packet Page-1345-
7/12/2016 16.E.5.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.E.16.E.5.
Item Summary: Recommendation to approve and authorize a three month extension to
the ICMA Retirement Corporation Administrative Services Agreement currently scheduled to
expire on July 26, 2016.
Meeting Date: 7/12/2016
Prepared By
Name: TallonOfelia
Title: Manager-Compensation,Human Resources
6/16/2016 11:07:05 AM
Submitted by
Title: Manager-Compensation,Human Resources
Name: TallonOfelia
6/16/2016 11:07:06 AM
Approved By
Name: pochopinpat
Title: Operations Coordinator, Administrative Services Department
Date: 6/16/2016 12:04:31 PM
Name: LybergAmy
Title: Division Director-Human Resources,Human Resources
Date: 6/16/2016 12:47:50 PM
Name: HerreraSandra
Title: Manager-Procurement,Procurement Services
Date: 6/16/2016 1:54:00 PM
Name: BurnsRhonda
Title: Procurement Specialist, Procurement Services
Date: 6/16/2016 4:29:17 PM
Packet Page -1346-
7/12/2016 16.E.5.
Name: KearnsAllison
Title:Manager-Financial &Operational Sprt, Capital Construction&Maintenance Budget/Fiscal
Date: 6/20/2016 9:14:06 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 6/21/2016 3:25:25 PM
Name: PriceLen
Title:Department Head-Administrative Svc, Administrative Services Department
Date: 6/29/2016 1:43:32 PM
Name: AshtonHeidi
Title: Managing Assistant County Attorney,CAO Land Use/Transportation
Date: 6/30/2016 10:43:58 AM
Name: WellsLaura
Title: Management/Budget Analyst, Senior, Office of Management&Budget
Date: 7/5/2016 9:05:08 AM
Name: CasalanguidaNick
Title:Deputy County Manager, County Managers Office
Date: 7/5/2016 1:17:32 PM
Packet Page-1347-
7/12/2016 16.E.5.
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
Collier County Board of County Commissioners
Type: 457
Account#: 303201
Packet Page-1348-
7/12/2016 16.E.5.
Plan number 303201
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement("Agreement"),made as of the Vday
of J 4y, 2011 (herein referred to as the"Inception Date"),between the International
("ICMA-RC"), a
City/County Management Association Retirement Corporation
nonprofit corporation organized and existing under the laws of the State of Delaware, and
the Collier County Board of County Commissioners ("Employer"), an Entity organized
and existing under the laws of the State of Florida with an office at 3299 Tamiami Trail
East,Naples, Florida 34112.
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(the"Trust") is a group trust established and maintained in
accordance with New Hampshire Revised Statutes Annotated section 391:1 and Internal
Revenue Service Revenue Ruling 81-100, 1981-1 C.B. 326,which provides for the
commingled investment of retirement funds held by various state and local governmental
units for their employees;
ICMA-RC acts as investment adviser to VantageTrust Company,the Trustee of
the Trust;
ICMA-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 Investment
Guide."("Retirement Investment Guide").
The Funds are available only to public employers and only through the Trust and
ICMA-RC.
In addition to serving as investment adviser to the Trust, 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
Packet Page-1349-
7/12/2016 16.E.5.
Plan number 303201
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 the Trust. Employer agrees that
operation of the Plan and the investment, management, and distribution 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.
3. Employer Duty to Furnish Information
Employer agrees to furnish to ICMA-RC on a timely basis such information as is
necessary for ICMA-RC to carry out its responsibilities as Administrator of the Plan,
including information needed to allocate individual participant accounts to Funds in the
Trust,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 basis 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.
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.
4. 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
3
Packet Page-1350-
• .• 7/12/2016 16.E.5.
Plan number 303201
Agreement.The ability of ICMA-RC to serve as investment adviser to the
Trust is dependent upon the continued willingness of the Trust 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.ICMA-RC Services,LLC(a wholly owned
subsidiary of ICMA-RC) is registered as a broker-dealer with the U.S.
Securities and Exchange Commission("SEC")and is a member in good
standing with Financial Industry Regulatory Authority ("FINRA") and the
Securities Investor Protection Corporation("SIPC").
(c) ICMA-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 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.
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 terms are defined under applicable federal, state, or local law,and
does not provide legal,tax or accounting advice with respect to the.
creation, adoption or operation of the Plan and the 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 to the
4
Packet Page-1351-
••
7/12/2016 16.E.5.
Plan number 303201
extent provided in the Managed Accounts agreement between the
Employer and ICMA-RC dated November 13,2007 to the beginning of
that section on fiduciary status
(f) 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.
(g) Employer approves the use non-specific information about its Plan in
ICMA-RC external media,publications and materials. Examples include
press releases announcements and inclusion of such plan information in
request for proposal responses.
5. 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.
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.Any fees will be paid by the plan
participants and not the COUNTY. Such fee shall be computed based on
average daily net Plan assets in the Trust.
(b) Mutual Fund Services Fee. There is an annual charge of 0.00%assessed
against average daily net Plan assets invested in the Trust's non-
proprietary Trust Series funds.
(c) Compensation for Management Services to the Trust,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 the Trust for investment management services
furnished to the Trust.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
5
Packet Page -1352-
7/12/2016 16.E.5.
Plan number 303201
„YON
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. In addition,to the extent that third party
• mutual funds are included in the investment line-up for the Plan,ICMA-
RC may receive payments from such third party mutual funds or their
service providers,which may be in the form of 12b-1 fees, service fees, or
compensation for sub-accounting or other services provided by ICMA-RC
on behalf of the funds.
(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
6 shall be paid out of the Plan assets held by the Trust and shall be paid by
the Trust, to the extent not paid by the Employer. The amount of Plan
assets held in the Trust shall be adjusted by the Trust as required to reflect
such payments. In the event that the Employer agrees to pay amounts
owed pursuant to this section 6 directly, any amounts unpaid and
outstanding after 30 days of invoice to the Employer shall be withdrawn
from Plan assets held by the Trust.
The compensation and payment set forth in this section 6 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.
7. Contribution Remittance
Employer understands that amounts invested in the Trust are to be remitted directly to the
Trust 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.
8. Indemnification
ICMA-RC shall not be responsible for any acts or omissions of any person with respect
to the Plan or related Trust,other than ICMA-RC in connection with the administration
or operation of the Plan. Employer shall indemnify ICMA-RC against,and hold ICMA-
RC harmless from, any and all loss, damage,penalty, liability, cost, and expense,
6
Packet Page -1353-
• 7/12/2016 16.E.5.
Plan number 303201
including without limitation, reasonable attorney's fees,that may be incurred by, imposed
upon, or asserted against ICMA-RC by reason of any claim, regulatory proceeding, or
litigation arising from any act done or omitted to be done by any individual or person
with respect to the Plan or related Trust, excepting only any and all loss, damage, penalty,
liability, cost or expense resulting from ICMA-RC's negligence,bad faith, or willful
misconduct. The foregoing indemnification shall not constitute a waiver of sovereign immunity
beyond the limits set forth in Section 768.28,Florida Statutes.
9. Term
This Agreement shall be in effect and commence on the date all parties have signed and
executed this Agreement("Inception Date").The term of this Agreement will commence
on the Inception Date and extend five(5)years from that date. The Employer understands
and agrees that, in the event the Employer terminates this Agreement (or replaces the.
• VantageTrust PLUS Fund as an investment option in its investment line-up), ICMA-RC
• retains full discretion to release Plan assets invested in the VantageTrust 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 VantageTrust PLUS Fund).
10. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by the parties.
(b)ICMA-RC may amend this agreement for non-material amendments 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.
(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
or special mailing.
11. 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
7
Packet Page -1354-
•
•
7/12/2016 16.E.5.
Plan number 303201
Facsimile; (202)962-4601
Employer: at the office set forth in the first paragraph hereof specifically,
Collier County Government Center, Purchasing Department, 3327
Tamiami Trail East, Naples, Florida 34112, Attn: Steve Carnell,
Purchasing Director, fax:252-6584, email: SteveCarnell@colliergov.net,
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.
12. Complete Agreement
This Agreement shall constitute the complete and full understanding and sole agreement
between ICMA-RC and Employer relating to the object of this Agreement and correctly
sets forth the complete rights, duties and obligations of each party to the other as of its
date.This Agreement supersedes all written and oral agreements, communications or
negotiations among the parties. Any prior agreements,promises,negotiations or
representations,verbal or otherwise,not expressly set forth in this Agreement are of no
force and effect.
13. 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.
14. 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.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the. .
State of Florida, applicable to contracts made in that jurisdiction without reference to its
conflicts of laws provisions.
In Witness Whereof,the parties hereto certify that they have read and understand this
Agreement an all Schedules attached hereto and have caused this Agreement to be
executed by their duly authorized officers as of the Inception Date first above written.
8
Packet Page-1355-
7/12/2016 16.E.5.
Plan number 303201
A 1 1'bST: BOARD OF COUNTY COMMISSIONERS
Dwight E.Brock,Clerk of Courts FOR COLLIER COUNTY,FLORIDA,A
•rRitiPOLITICAL SUBDIVISION OF THE
•
04, STATE OF FLORIDA
ry ,. ‘-11--4- CA)- C-'"8.3L
BY seas,La'`r _ .40 FRED COYLE,CHAIRMAN
Aftiti
° INTERNATIONAL CITY/COUNTY
• MANAGEMENT ASSOCIATION
RE1REMENT CORPORATION
By: 0')3
Angela Mbhtez
First Witness Assistant Corporate Secreta
/I 427V/2
Type/print witness name
CI it/146
cnd Witness rr .
0-• 8,11ruln
Type/print witness name
APPROVEDNoo2,2_,7)(1
AS TO FORM LEGAL SUFFICIENCY:
BY:
Colleen M. Greene,Assistant County Attorney
Date:
9
Packet Page-1356-
7/12/2016 16.E.5.
•
Plan number 303201
•
Please return fully executed contract to: New Business Unit
ICMA-RC
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
•
10
Packet Page-1357-
7/12/2016 16.E.5.
Plan number 303201
Exhibit A
Administrative Services
The administrative services to be performed by ICMA-RC under this Agreement shall be
as follows:
(a) Participant enrollment services, including providing a welcome package and
enrollment kit containing instructions and notices necessary to implement
the Plan's administration. Employees will enroll online or through form.
ICMA-RC will provide an enrollment link through the general ICMA-RC
web site. Plan sponsor will also make available the online enrollment link in
their Intranet site or via email to new employees. Employer can also enroll
employees through RZLirik.
(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 Trust.Participants can complete allocations through Investor Services,
Voice Response System or through Account Access,the secure participant
online system provided by ICMA-RC.
(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,EZLink or form),
beneficiary designation instructions and all other and documents concerning
each participant's account,and if applicable,records of any transaction
conducted through the Voice Response Unit("VRU"),Account Access or
other electronic means.
(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
11
Packet Page -1358-
. , 7/12/2016 16.E.5.
Plan number 303201
markets or ICMA-RC are closed for business (including emergency
closings),to assist participants.
(i) Making available a toll-free number and access to VantageLine, ICMA-
RC's interactive VRU,and ICMA-RC's web site,to allow participants to
access certain account information and initiate plan transactions at any
time.Account access and VantageLine are normally available 24 hours a
day, seven days a week except during scheduled maintenance periods.
However, service availability is not guaranteed.
0) 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.
(I) 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) Online Advice 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
Packet Page-1359-
7/12/2016 16.E.5.
Agreement Amendment# 1 to Agreement#11-5730
"Administrative Services Agreement"
This amendment, dated , 2016 to the referenced agreement shall be by and between the
parties to the original Agreement, International City/County Management Association Retirement
Corporation ("ICMA-RC") and Collier County Board of County Commissioners, a political subdivision
of Florida, (to be referred to as"Employer").
Statement of Understanding
RE: Agreement#11-5730"Administrative Services Agreement"
The parties hereby agree to amend Agremeent #11-5730, Section 9 Term, by adding the following
provision:
***
The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms
and conditions contained in this Agreement for up to one hundred and eighty(180)days.
***
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have
executed this Amendment on the date(s)indicated below.
Accepted ,2016
Dwight E. Brock, Clerk
BY:
First Witness: BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
By:,
Signature By:
Donna Fiala, Chairman
Print Name
International City/- :*Management Association
Second Witness: Retirement Cor.," ion♦/
By: By:
Signature (g'gn ca McFarquhar
Print Name Print N rYf riti'T it7e Cret`lY
proved as to Form and Legality:
ssistant County Attorney
Note: Language deleted has been struck through. New language has been underlined.
Packet Page -1360-