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HomeMy WebLinkAboutCC Resolution 7700 (Deferred Compensation Funds)RESOLUTION NO. 7700 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The VICE -MAYOR and CITY CLEIK are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with Great Western Bank (for administrator of deferred compensation funds) a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly intro- duced and adopted at a REGULAR meeting of the City Council of said City held on MONDAY the 21st day of MARCH 1988 by the following vote, to wit: AYES: COUNCILMEMBERS:Boro, Frugoli, Thayer & Vice -Mayor Breiner NOES: COUNCILMEMBERS:None ABSENT: COUNCILMEMBERS.:Mayor Mulryan JEU;Ei M. LEONCIN , City Clerk n 144N,jI �Al This Agreement is effective this 1st day of April by and between GREAT WESTERN BANK, a Federal Savings Bank, hereinafter referred to as GREAT WESTERN, and CITY OF SAN RAFAEL, hereinafter referred to as AGENCY. WFiIIZEAS, AGENCY, pursuant to and in co pliance with Internal Revenue Code Section 457, has established a Deferred Ooupensation Plan, hereinafter referred to as PIAN; and WfTE2EA.S, AGENCY desires to utilize GREAT WESTERN in the performance of certain services in connection with the administration of the PLAN; and WHEREAS, GREAT WESTERN desires to provide such services subject to the terms and conditions set forth herein; Now therefore, AGENCY and GREAT WESTERN agree as follows: 1. TERM: This Agreement shall remain in effect for a period of three (3) years frcen the effective date hereof, and shall not be terminated prior to that time except for "Cause" as that term is hereinafter defined. For purposes of this Agreement, the term "Cause" shall mean the failure of either party to perform any or all of its obligations as defined herein. The non -defaulting party shall give the defaulting party written notice which shall specify the particulars of the default. If such default is not cured within sixty (60) days frcen the end of the month in which notice of default is given, the non -defaulting party may terminate the Ayl==LM=iL effective thirty (30) days after the end of the sixty (60) day period. 2. TEFd"JIN MON: Upon the effective date of termination of this Agreement, other than for Cause as defined above, the following shall occur: a. No new account will be established tinder this AyLc=«,t. b. If applicable, mutual fund shares shall be disbursed as mutually agreed in writing by AGENCY and GREAT WESTERN. c. If applicable, annuity products shall be disbursed according to the terms of the applicable annuity contract, as mutually agreed in writing by AGENCY and annuity provider. This section shall not serve to affect normal distributions to participants pursuant to the PIAN. 3. ut: -tj <ALS : The minimum participant deferral per pay period shall be not less than $10.00. AGENCY agrees to: a. Cause appLurLiate deductions to be made frcan such payroll(s) as may be applicable. - I - MOIN-1 �3 b. Send by check or wire transfer the amount of the total deductions to : Great Western Bank Deferred Compensation Department P.O. Box 6350 Northridge, California 91328 or to such other facility or in such other manner as may be mutually agreed upon between GREAT WESTERN and AGENCY. C. Provide, in such form as agreed upon by AGENCY and GREAT WESTERN, a deferral listing with respect to participant sub -accounts to include not less than the following: 1. Name of Participant 2. Social Security Number of participant 3. Amount to be credited to participant's sub-account(s). d. Establish a sub -account for each participant. e. Credit the amounts sent by AGENCY to the sub -accounts) of the various participants and to selected investment vehicles in accordance with the latest written instructions on file with GREAT WESTERN. f. Funds invested in the option described herein as "GWSIA" will accrue interest as of the date of receipt by GREAT WESTERN. g. Place mutual fund orders, if applicable, within three (3) business days of the receipt of both, a deferral listing and check, in accordance with the latest written instructions on file with GREAT WESTERN. 4. REOORD ]KEEPING AND faruxlb: GREAT WESTERN agrees to furnish AGENCY, no later than twenty (20) days following the end of each month and each quarter a report regarding the status of the PLAN containing the following information: a. Each participant's name. b. Each participant's Social Security Number C. Each participant's sub -amt number. d. Deposit credited to each sub-a000unt during the period. e. Withdrawals from each sub -account during the period. f. Interest/Earnings credited to each sub -account during the period. g. Summary totals of the PIAN. NOTE: Annuity transactions will not appear on the monthly/quarterly reports and quarterly statements issued by Great Western. The Agency and participants will receive quarterly reports and statements from the insurance many. - 2 - GREAT WEMMN agrees to provide quarterly statements to participants in the PIAN, no later than twenty (20) days following the end of each calendar quarter. Each statement shall identify the transactions which have occurred in the participant's sub -account at the beginning and the end of the preceding quarter. GREAT WESTERN agrees to maintain the records necessary to produce the above mentioned reports, and agrees that all records shall be the property of AGENCY and that, in the event this Agreement is terminated for any reason, GREAT WESTERN will provide AGENCY a cry of such records, in hard copy or such other form as anitually agreed upon between GREAT WESTERN and AGENCY, within ninety (90) days after the effective date of germination. AGENCY agrees that all related omputer tapes, discs and rJ1lJyLCuL6--, shall remain the property of GREAT WESTERN. GREAT WESTERN agrees that all information supplied to and all work processed or completed by GREAT WESTERN shall be held to be confidential and will not be disclosed to anyone other than AGENCY except as required by law. 5. DISTRIBUTIONS: Upon receipt of authorized written instructions frown AGENCY, in such form and with such authorization as mutually agreed upon by GREAT WESTERN and AGENCY, GREAT WESTERN agrees to process the payment of benefits to participants and beneficiaries in accordance with PLAN. Distributions shall be made once a month, on the seventh (7th) calendar day before the last day of the month. If that day is a Saturday, Sunday or Holiday, distributions shall be made on the next business day. Initial distribution requests received by GREAT WESTERN, at its operations office in Northridge, on and after the sixteenth (16th) calendar day of a month will be processed the following month. If applicable, the distribution of funds resulting frcen the liquidation of mutual fund shares will be made on the next distribution date which falls at least five (5) business days after the receipt of such funds by GREAT WESTERN. The above notwithstanding, GREAT WESTERN will cooperate with AGENCY to not unreasonably delay distribution requests in conjunction with "emergency withdrawals", as defined in the PLAN. GREAT WESTERN agrees to withhold aV,l. V.L iate Federal and State inocme taxes, according to instructions set forth on form W-4 completed by the participant, to remit such with -holdings to rLyk,,--1 taxing authorities, and to issue net funds to participant(s) or beneficiary(ies) in accordance with instructions on the Distribution Request Form. GREAT WESTERN agrees to perform required monthly, quarterly and annual reporting of withholdings to appropriate taxing authorities. GREAT WESTERN agrees to issue appropriate annual wage and tax statements to those participants and beneficiaries who received distribution(s) during the preceding year and to retain a copy of such information on file for the period required by law. GREAT WESTERN agrees to provide AGENCY a monthly report of all disbursements made during the previous month. 6. INVESTMENT VEHIM : GREAT Wr.->-.Ltm4 agrees to provide the herein described services for AGENCY with the following investment vehicles. - 3 - A. Great Western Savings Indexed A x mt (' MCIA") . The investment vehicle identified as GWSIA shall be savings accounts with GREAT WESTON. Each such account shall be subject to rules, regulations and statutes to which GREAT WESTERN is subject, as prcanulgated by the Federal Hoare Loan Bank Board (FHLM) , the Federal Savings and Loan Insurance Corporation (FSLIC) and other such regulatory authorities. GREAT WESTERN agrees to accept PLAN funds for investment in GWSIA, such funds to earn interest as follows: (1) The rate of interest for all funds received during the first Contract Year, as defined below shall yield the highest of: a. Yield 8.45 % (Rate 8.03 %) b. The over-the-counter yield quotation for the five year United States Government Treasury Note, as set forth on the day before the last business day of each calendar quarter. This yield will be guaranteed for the succeeding calendar quarter regardless of any subsequent change in the five year United States Treasury Note yield. c. Such other yield declared by Great Western, not less than (1)a or (1)b. (2) The rate of interest for all funds for Contract Years subsequent to the first Contract Year shall yield the higher of: a. The over-the-counter yield quotation for the five year United States Treasury Note, as set forth on the day before the last business day of each calendar quarter. This yield will be guaranteed for the succeeding calendar quarter, regardless of any subsequent change in the five year United States Treasury Note yield. b. Such other yield declared by Great Western not less than (2)a. For purposes of this Ay�=-=,=4,L, "Contract Year" shall mean the period of time between the effective date of the Contract, arra the same day of the month in each succeeding year; the first Contract Year, however, shall be extended, if necessary in order to ensure that every Contract Year will end on the last day of a calendar month. (3) Interest will accrue daily, using the 365/360 day method, will be credited monthly, on the last day of the month, and will be automatically reinvested to allow for monthly coapounding. - 4 - GREAT W NTERN agrees to collateralize any amount of PLAN funds invested in GWSIA in excess of Federal Savings and Loan Insurance Corporation insurance limits per participant, with first deeds of trust on ca mercial, industrial or residential property. The unpaid outstanding principal balance of the collateral shall be adjusted monthly, and shall in the aggregate, at all times equal or exceed 150 percent of the amount of such funds in excess of FSLIC insurance limits. B. Other investment vehicles which will be provided to the PLAN are described on the attached Schedule 1. (1) If applicable, PIAN funds invested in mutual fund options will utilize Great Western Financial Securities Corporation, a wholly owned subsidiary of Great Western Financial Securities Corporation, as the Broker/Dealer for such transactions. (2) If applicable, Single Premium Immediate Annuities and other annuity products purchased by AGENCY pursuant to PLAN will be issued and guaranteed by John Alden Life Insurance Company, a wholly owned subsidiary of Great Western Financial Corporation, or such other life insurance company selected by Great Western. (3) Certain investment vehicles may impose sales charges. These sales charges will be disclosed in the p.Lvz.Vtv.Lus or insurance contract, whichever is applicable. (4) GREAT WESTERN may, from time to time, offer to perform the herein described services for additional and/or alternate investment vehicles upon written agreement between GREAT WESTERN and AGENCY. 7. ENROUNENT SERVICES: GREAT WESTERN agrees to process, or arrange to have processed, the enrollment of eligible employees who elect to participate in the PLAN. GREAT WESTERN agrees to provide informational and promotional material pursuant to the PLAN for distribution to employees of AGENCY, subject to approval of such material by AGENCY, such approval not to be unreasonably withheld. AGENCY agrees to allow and facilitate the periodic distribution of such material to employees. GREAT WESTERN agrees to conduct, or arrange to have conducted, group presentations periodically for employees of AGENCY, to explain the PLAN. AGENCY agrees to facilitate the scheduling of such presentations and to provide facilities at which satisfactory attendance can be expected. GREAT WESTERN agrees that qualified personnel will be made available periodically to discuss the PLAN with individual employees of AGENCY. 8. TI= AND O IIP: AGENCY shall at all times be the unrestricted owner of all PLAN assets, in accordance with IRC 457 provisions. 9. PRIVITY OF CONTRACT: GREAT WESTERN shall have no privity of contract with PLAN participants. GREAT WESTERN agrees not to accept or honor instructions which may be submitted by participants without written authorization from AGENCY. - 5 - 10. FEES AND DMEMSFS: GREAT WESTERN, in consideration of its services under the Plan, shall receive an annual administration fee of twelve dollars ($12.00) per participant in the Plan. GREAT WE'S 104 will deduct the administration fee from each Participant sub -account in four equal installments of three dollars ($3.00) at the end of each calendar quarter. GREAT WESTERN requires each Participant to maintain a cash balance in the GWSIA sufficient to cover administration fees. Other than at the termination of the Ay.L=,,=„L, if a Participant transfers their account, or any portion thereof, from GREAT WESTERN to another provider, other than GREAT WESTERN or a subsidiary of Great Western Financial Corporation, a transfer fee in the amount of twenty-five dollars ($25.00) will be assessed. Such fee to be deducted from the Participant's account prior to transfer of funds. Should a participant invest in a "no --load" mutual fund, a fee of one dollar ($1.00) per transaction will be assessed. Should a participant transfer funds to/fr, a "no load" mutual fund, a fee of ten dollars ($10.00) will be assessed. 11. TRANSFERS: A. From the GWSIA To Other Great Western Investment Ootions GREAT WESTERN will allow the transfer of funds in participant sub -ants ficin the GWSIA to other investment options provided in the plan Agreement. Such transfer will be allowed only upon express written ay�.==«,t between AGENCY, GREAT WESTERN and the applicable investment option and will be allowed throughout the term of this Ay.Lcj=«,,L. Funds will be transferred from the GWSIA to the other investment option, within three (3) business days of receipt of written authorization from the AGENCY by GREAT WESTERN at its office in Northridge, California. b. From Other Great Western Investment Options to GWSIA GREAT WESTERN will allow the transfer of funds in participant sub -accounts from other GREAT WESTERN investment options provided in the plan Agreement, (i.e. mutual funds and annuities) to the GWSIA. Such transfers will be allowed only upon express written agreement between AGENCY, GREAT WESTERN and the applicable investment option and will be allowed throughout the term of this The transfer will be initiated within two (2) business days of receipt of written authorization from the AGENCY by GREAT WESTERN at its office in Northridge, California. If a transfer involves the liquidation of mutual fund shares, the F,Lw,_�ls from the sale of said mutual fund shares, will be credited to the GWSIA upon receipt of the funds by GREAT WESTERN from the investment catpany. C. Flan Great Western to Other Investme..nt Providers GREAT WERIERN will allow the transfer of funds in participant sub -accounts to other investment providers. Such transfers will be allowed only upon egress written agreement between AGENCY and GREAT WESTERN and will be allowed throughout the term of this Agreement. Transfers will be processed in accordance with the provisions of number 10. (Fees and Expenses) and 11.a. and or b. 12. C RCUM5TANCESS EXCUSING rrA<rvta1ANCE: The performance by the parties to this t.. is subject to force maj eure and is excused by fires, power failures, strikes, acts of God, restrictions imposed by government, or delays beyond the delayed party's control. Failures of or defaults by investment vehicles other than GREAT WESTERN shall excuse performance by GREAT WESTERN thereby prevented. 13. INDEMNIFICATION: Notwithstanding any other provision herein to the contrary, GREAT WESTERN agrees to be solely responsible to AGENCY for any and all services performed by GREAT WESTERN or its employees under this Agreement. GREAT WESTERN shall be responsible for any error or negligence committed by GREAT WESTERN or its employees. AGENCY shall be responsible for any error or negligence comitted by AGENCY or its employees. GREAT WESTERN shall not be liable for investment performance, except as expressly provided for in this Agreement 14. ASSIGNABILITY: No party to this Agreement shall assign the same without the express written consent of the other party, such consent not to be unreasonably withheld. Unless agreed to by the parties, no such assignment shall relieve any party to this AyL==,=j,L of any duties or responsibilities herein. 15. PARTIES BOUND: This and the provisions thereof shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties. 16. APPLICABIE LAW: This Agreement shall be construed in accordance with the laws operating within the State of California. 17. UNLAWFUL PROVISIONS: In the event any provisions of this Ayl c,=&iL shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the mining parts of the Ajl=,«„t, but the same shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. NotwithstancLng anything contained herein to the contrary, no party to this Aj�C�=L=.,,L will be required to perform or render any services hereunder, the performance or rendition of which would be in violation of any laws relating thereto. 18. MODIFICATION: This writing is intended both as the final expression of the Ayl=1-A«:,1L. between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to California Code of Civil Procedures Sec, -tion 1856 or its successor(s). No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. - 7 - 19. NOTICES: All notices and demand to be given under this by one party to another shall be given by certified or United States mail, addressed to the party to be notified or upon whom a demand is being made, at the respective addresses set forth in this or such other place as either party may, frac time to time, designate in writing to the other party. Notice shall be deemed to be effective on the day the notice is received by CHAT WESTERN or the Agency. —0�—V 5471419 If to AGENCY GREAT WESTERN BANK Deferred Capernsation Dqmrbnent P.O. Boat 6350 Northridge, California 91328 CITY OF SAN RAFAEL 1400 Fifth Ave. San Rafael, CA 94915 Mr. Ransom Coleman Finance Director Treasurer IN WITNESS WHERMF, the parties hereto have executed this Aye «►.l effective on the date first above written. • H� BY DorothyL- , Vi yon DATE SIGN.ED: /a SSS ATTEST: _ Je ne M. Leonc City lerk BY TREASURER: DATE SIGNED: "/wV/ei- - 8 - i 1 BY: DATE SIGNED: �Ia � Y� Pursuant to Sec. -tion 6 of this Agreement, other investment vehicles available under this Agreement are as follows: 1. American Funds Group Bond Fund of America Growth Fund of America Investment Company of America 2. Fidelity Funds Group Short -Term Bond Portfolio Freedom Fund High Income Fund 3. Group Annuity Contract - an investment option 4. Single Premium Immediate Annuity (SPIA) (a distribution option only)