HomeMy WebLinkAboutAGENDA REPORT 2024 0717 CCSA REG ITEM 10ECITY OF MOORPARK, CALIFORNIA
City Council Meeting
of July 17, 2024
ACTION ADOPTED RESOLUTION NO.
2024-4265. (ROLL CALL VOTE:
UNANIMOUS)
BY A. Hurtado.
E. Consider Resolution Approving a Renegotiated Administrative Services
Agreement with the International City/County Management Association
Retirement Corporation Doing Business as MissionSquare Retirement
(“MissionSquare”). Staff Recommendation: Adopt Resolution No. 2024-4265
approving a renegotiated Administrative Services Agreement with MissionSquare
to provide administrative services for the City’s 457(b) Deferred Compensation
Plan and 401(a) Money Purchase Plan; and authorizing the delegation of fiduciary
responsibilities of the plan sponsor to the Assistant City Manager to sign the
agreement. (Staff: Hiromi Dever, Interim Finance Director) (ROLL CALL VOTE
REQUIRED)
Item: 10.E.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Hiromi Dever, Interim Finance Director
PJ Gagajena, Assistant City Manager and Interim City Treasurer
DATE: 07/17/2024 Regular Meeting
SUBJECT: Consider Resolution Approving a Renegotiated Administrative
Services Agreement with the International City/County Management
Association Retirement Corporation Doing Business As
MissionSquare Retirement (“MissionSquare”)
BACKGROUND
In 1992, the City Council approved the establishment of a 457 deferred compensation
plan for City’s full-time employees with Great Western Bank, now Nationwide. In 1998,
the City Council approved a 457 deferred compensation program with the International
City/County Management Association Retirement Corporation (ICMA-RC), now known as
MissionSquare, expanding eligible employee groups to part-time employees and signed
the Administrative Services Agreement. In 2004, the City Council further approved the
establishment of a 401(a) Money Purchase Plan with MissionSquare for designated
employee groups.
DISCUSSION
Renegotiated Agreement:
The City sponsors a 457(b) Deferred Compensation Plan and 401(a) Money Purchase
Plan for Plan participants. Under the California State Constitution, Article XVI Section 17,
government entities that sponsor a 457(b) and or 401(a) plans have fiduciary
responsibilities as Plan Sponsor to ensure the operation and investment of the public
retirement plan is for the exclusive purpose of providing benefits to participants and
beneficiaries. The fiduciary responsibilities include investing the assets of the plan,
administering the plan, and engaging in a prudent process for making all decisions related
to the operation of the plan, including decisions related to the plan’s investments and
related services. In February 2024, the City conducted evaluation of the administrative
fees of the Plans and reviewed all the terms and conditions, including but not limited to
investment options, asset values, fixed account interest rates, and additional fees that
may be charged by the plan administrators. After evaluating the information provided by
multiple plan administrators, staff is recommending the City approve a renegotiated
Item: 10.E.
176
Honorable City Council
07/17/2024 Regular Meeting
Page 2
agreement with MissionSquare, the City’s current plan administrator since 1998, to
continue providing administrative services with lower administrative fees and other new
terms and conditions that benefit plan participants. With the approval of this agreement,
the City will obtain lower plan fees and enhanced participants services, including
comprehensive financial planning services. In turn for entering into a five-year
agreement, the investment share class administrative fee for the plan will change from
R1, 0.55% to R5, 0.00%, per annum of the amount of Plan assets invested in the Vantage
Trust held by MissionSquare, resulting in lower costs for all plan participants. Although
this is a great savings to participants, those who participate using Managed Accounts are
charged an additional asset-based fee listed on page 4 of the attached proposal
(Attachment 1).
Delegation to Finance Director/City Treasurer:
Due to the complexity of providing employer sponsored 457(b) and 401(a) plans and
associated responsibilities, this item seeks to delegate fiduciary responsibilities as Plan
Sponsor to the Assistant City Manager. City Council’s adoption of the resolution approves
the delegation of fiduciary responsibilities of Plan Sponsor to the Assistant City Manager;
and authorizes the Assistant City Manager to sign the agreement with MissionSquare.
ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project, as defined by Section 15378 of the State CEQA Guidelines.
Therefore, no environmental review is required.
FISCAL IMPACT
There is no fiscal impact associated with the adoption of the Administrative Services
Agreement.
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED)
Adopt Resolution No. 2024-____ approving a renegotiated Administrative Services
Agreement with MissionSquare to provide administrative services for the City’s 457(b)
Deferred Compensation Plan and 401(a) Money Purchase Plan, and authorizing the
delegation of fiduciary responsibilities of the plan sponsor to the Assistant City Manager
to sign the agreement.
Attachment 1: MissionSquare Services Proposal
Attachment 2: Draft Resolution No. 2024-____
177
Services Proposal City of Moorpark
1
Delivering for You
and Your Employees
For more than 50 years, MissionSquare Retirement has delivered results-oriented retirement plans,
education, investment options, and advice to government, education, health care, and not-for-
profit employees like yours. With no shareholders, we’re solely dedicated to the public sector with
a committed focus on you and your participants.
Interactive learning tools and support are available for participants throughout all career stages —
including retirement. We offer personal support and many automated features that give you time
to focus on what matters most — your participants.
Together, let’s build a retirement plan to meet and exceed your goals. If you have any questions,
please contact Jason Boyd, Vice President, Relationship Management, at 202-759-7017 or
jboyd@missionsq.org.
Let’s get started!
ATTACHMENT 1
178
Services Proposal City of Moorpark
2
Plan Sponsor Support
Our plan sponsor website provides plan documents and extensive processing support. Many
standard reports are available, as well as the capability for you to create custom reports.
Your primary point of contact will use our comprehensive analytics tools to analyze your plan’s
data and trends and collaborate with your committee on education campaigns, marketing
materials, and actionable items to best support your participants’ needs.
Key Plan Sponsor Services
▪ A dedicated, single point of contact leads delivery of all services to your plan.
▪ Industry-leading online plan administration through our plan sponsor website puts
administration and reporting at your fingertips.
▪ Automated services, including enrollments, loan/distribution processing, and salary
deferral changes ease administrative functions.
▪ Robust plan reporting, including Plan Health Monitor, Plan Analytics, Employer
Statements, and more, keeps you updated on plan health.
▪ Analytics identify, measure, and benchmark patterns and relationships in plan data.
▪ Fiduciary support, available via multiple channels, provides helpful tools and
education.
▪ Defense-in-depth system security offers best-of-breed technology and security for
your plan and participant data and accounts.
▪ Investment access to 700 fund families and more than 20,000 funds/share classes.
▪ Live customer support Monday-Friday, 8:30 a.m.-7:30 p.m. ET.
179
Services Proposal City of Moorpark
3
Participant Support
A personalized program with in-person and virtual
group and individual educational meetings,
combined with digital tools and resources, will help
participants build toward financial wellness and the
retirement they want.
Our multichannel approach meets the needs of
those who prefer to speak with a representative
over the phone, those who want to manage their
account(s) online or through our fully transactional
mobile app, and those who want it all.
Your Retirement Plans Specialist, Sean Payton, is
available Monday – Friday 8am – 5pm for individual
appointments or to provide educational webinars.
Key Participant Services
▪ Group and individual educational meetings led by your Retirement
Plans Specialist.
▪ Comprehensive financial planning services for eligible participants
from our CERTIFIED FINANCIAL PLANNER™ professionals.
▪ 45+ educational webinars throughout the year for all participants.
▪ Our Financial Wellness Center with 100+ videos, articles, calculators,
charts, gamification, and tutorials on relevant financial topics, right from
participants’ accounts.
▪ Our online participant newsletter discusses financial topics of interest,
investment performance, market trends, new plan features and services,
and more.
▪ HTML emails, eflyers, and presentations tailored to meet the specific
needs of those in early, mid-, and late-career, or those already retired.
▪ Online calculators to visualize the result of certain financial behaviors.
▪ Guided Pathways® Advisory Services offers assistance based on how
involved participants want to be in their investing decisions.
▪ Our participant website for 24/7 account access with full transaction
capability.
▪ On-demand account access via our 24/7 self-service phone line, mobile
app, Amazon Alexa, Text Access, and eDelivery capabilities.
▪ Easy, quick enrollment through the participant website or mobile app.
▪ Live customer support Monday-Friday, 8:30 a.m.-9 p.m. ET.
180
Services Proposal City of Moorpark
4
Plan Administration Fee
The current amount for Plan administration services is 0.55% per annum of the amount of Plan
assets invested in the VantageTrust.
▪ MissionSquare Retirement is providing a reduced Plan administration services fee at 0.29%
per annum resulting in approximate savings of $19,500 annually.
▪ In exchange for a five-year commitment, MissionSquare Retirement is providing a reduced
Plan administration services fee at 0.00% per annum resulting in approximate savings of
$39,000 annually.
▪ In exchange for a seven-year commitment, MissionSquare Retirement is providing a
reduced Plan administration services fee at 0.00% per annum resulting in approximate
savings of $43,000 annually.
Optional Services Fees
Service fees1 apply only to participants who choose to use the following supplemental services:
Managed Account Services
Participants using Managed Accounts are charged an additional asset-based fee2 outlined below.3
Participant Account Balance Annual Fee Percentage
First $100,000 0.50%
Next $200,000 0.40%
Next $200,000 0.30%
Over $500,000 0.20%
Loans
▪ Setup Fee ― $75 origination fee for loan applications, re-amortizations, and refinancings.
This is a one-time expense.
▪ Annual Fee ― $50 annual fee for outstanding loans.
▪ ACH Reject Fee ― $20 for each occurrence of an ACH return due to insufficient bank funds,
invalid bank account, or account closed.
Wire Transfer & QDRO Processing Fees
1 Fees for ancillary services are subject to change with appropriate notification.
2 Underlying mutual fund expenses and plan administration fees still apply. Please consult the applicable disclosure materials for a
description of these fees and expenses.
3 Investment advice and analysis tools are offered to participants through MissionSquare Retirement, a federally registered investment
adviser. Investment advice is the result of methodologies developed, maintained, and overseen by the Independent Financial Expert,
Morningstar Investment Management LLC. Morningstar Investment Management LLC is a registered investment advisor and subsidiary
of Morningstar, Inc. Morningstar, Inc. and Morningstar Investment Management LLC are not affiliated with MissionSquare Retire ment. All
rights reserved. The Morningstar name and logo are registered marks of Morningstar, Inc.
181
Services Proposal City of Moorpark
5
A $15 participant fee will apply for each participant-requested outgoing wire transfer. Should our
processing bank increase wire fees during the contract period, the increased fee will be charged to
the participant accordingly. There are no charges for incoming wire transfers. The QDRO processing
fee is $250 per divorce.
Programming Costs
Any systems programming for services not identified in the scope of services or that have not been
proposed in this proposal are available for $175 per hour for programming, testing, and project
oversight.
182
RESOLUTION NO. 2024-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, APPROVING A
RENEGOTIATED ADMINISTRATIVE SERVICE
AGREEMENT WITH MISSIONSQUARE RETIREMENT
WHEREAS, the City sponsors Governmental 457(b) Deferred Compensation Plan
under Section 457(b) of Internal Revenue Code (“IRC”); and 401(a) Money Purchase Plan
under Section 401(a) of IRC; and
WHEREAS, under the California State Constitution, Article XVI Section 17,
government entities that sponsor a 457(b) and/ or 401(a) plans, have fiduciary
responsibilities as Plan Sponsors to ensure the operation and investment of their
respective public retirement plans are for the exclusive purpose of providing benefits to
participants and beneficiaries; and
WHEREAS, the City conducted evaluation of administrative fees including base
fee and additional service fees in February 2024; and
WHEREAS, after evaluations were completed, staff is recommending the City
Council approve a renegotiated agreement with the City’s current administrator,
MissionSquare. Under a renegotiated Administrative Services Agreement, plan
participants obtain lower plan fees and continue receiving enhanced services; and
WHEREAS, the City desires to continue to contract with MissionSquare with the
administration of 457(b) and 401(a) plans; and
WHEREAS, the City Council desires to delegate the administration and fiduciary
oversight duties, authority, and responsibilities of the 457(b) and 401(a) plan to the
Assistant City Manager.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. That the City of Moorpark hereby adopts the City of Moorpark
Administrative Services Agreement for 457(b) and 401(a) plans with Mission Square,
attached hereto as Exhibit A.
SECTION 2. That the assets of the Plan shall be held in trust, with the City serving
as trustee, for the exclusive benefit of the Plan participants and their beneficiaries, and
the assets shall not be diverted to any other purpose. The Trustee's beneficial ownership
of Plan assets held in MissionSquare's Retirement Trust shall be held for the further
exclusive benefit of the Plan participants and their beneficiaries.
SECTION 3. That the City hereby agrees to serve as trustee under the plan.
ATTACHMENT 2
183
Resolution No. 2024-____
Page 2
SECTION 4. That the Assistant City Manager is hereby authorized to act as
coordinator for this program and to receive necessary reports, notices, and related
documents from MissionSquare Retirement; and the Assistant City Manager shall cast,
on behalf of the City, any required votes under the MissionSquare Retirement, and the
Assistant City Manager is authorized to execute all necessary agreements with
MissionSquare Retirement incidental to the administration of the Plan. Administrative
duties to conduct the plan may be assigned to the appropriate City staff member.
SECTION 5. The City Clerk shall certify to the adoption of this resolution and shall
cause a certified resolution to be filed in the book of original Resolutions.
PASSED AND ADOPTED this 17th day of July, 2024.
_____________________________
Chris R. Enegren, Mayor
ATTEST:
___________________________________
Ky Spangler, City Clerk
Exhibit A: MissionSquare Administrative Services Agreement
184
ADMINISTRATIVE SERVICES AGREEMENT
for
City of Moorpark
Type: 457
Account #: 304625
Type: 401
Account #: 108573
EXHIBIT A
185
MissionSquare Retirement Agreement 1 of 12
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (“Agreement”), made as of this
day, (please enter date) ____________________________________, (herein
referred to as the "Inception Date"), between the International City Management
Association Retirement Corporation doing business as MissionSquare
Retirement (“MissionSquare”), a nonprofit corporation organized and existing
under the laws of the State of Delaware, and the City of Moorpark (“Employer”),
a California municipal corporation and general law city organized and existing
under the laws of the State of California with an office at 799 Moorpark
Avenue, Moorpark, California 93021.
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, 1981-1 C.B. 326, which provides for
the commingled investment of retirement funds;
MissionSquare, or its wholly owned subsidiary, acts as investment adviser
to VantageTrust Company, LLC, the Trustee of VantageTrust;
MissionSquare has designed, and VantageTrust Company offers, a series
of separate funds (the “Funds”) for the investment of plan assets as referenced
in the Funds’ principal disclosure documents, the Disclosure Memorandum and
the Fact Sheets (together, “MissionSquare Disclosures”); and
MissionSquare 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,
and benefit disbursement.
186
Plan numbers 304625, 108573
MissionSquare Retirement Agreement 2 of 12
AGREEMENTS
1. Appointment of MissionSquare
Employer hereby appoints MissionSquare as administrator of the Plan to
perform all nondiscretionary functions necessary for the administration of the
Plan. The functions to be performed by MissionSquare shall be those set forth in
Exhibit A to this Agreement.
2. Adoption of VantageTrust
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 MissionSquare Disclosures 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 MissionSquare on a timely basis such information
as is necessary for MissionSquare to carry out its responsibilities as Administrator
of the Plan, including information needed to allocate individual participant
accounts to Funds in the Plan, 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
MissionSquare in a timely manner regarding changes in staff as it relates to
various roles. Such notification is to be completed through the plan sponsor
website. MissionSquare 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 MissionSquare shall not be responsible
for any error arising from its reliance on such information. MissionSquare will
provide reports and account information to the Employer through the plan
sponsor website.
Employer is required to send in contributions through the plan sponsor website.
Alternative electronic methods may be allowed but must be approved by
MissionSquare for use. Contributions may not be sent through paper submittal
documents.
To the extent Employer selects third-party investment options that do not have
profile information provided to MissionSquare through MissionSquare’s
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Plan numbers 304625, 108573
MissionSquare Retirement Agreement 3 of 12
electronic data feeds from external sources (such as Morningstar) or the third-
party investment option providers, the Employer is responsible for providing to
MissionSquare timely investment option updates for disclosure to Plan
participants. Such updates may be provided to MissionSquare through the
Employer’s investment consultant or other designated representative.
4. MissionSquare Representations and Warranties
MissionSquare represents and warrants to Employer that:
(a) MissionSquare 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 MissionSquare, or
its wholly owned subsidiary, to serve as investment adviser to
VantageTrust Company is dependent upon the continued
willingness of VantageTrust Company for MissionSquare, or its
wholly owned subsidiary, to serve in that capacity.
(b) MissionSquare 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)(i) MissionSquare shall maintain and administer the 457(b) 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
MissionSquare shall not be responsible for the eligible status of the
457(b) Plan in the event that the Employer directs MissionSquare
to administer the 457(b) Plan or disburse assets in a manner
inconsistent with the requirements of Section 457 or otherwise
causes the 457(b) Plan not to be carried out in accordance with its
terms. Further, in the event that the Employer uses its own
customized plan document, MissionSquare shall not be
responsible for the eligible status of the 457(b) Plan to the extent
affected by terms in the Employer’s plan document that differ from
those in MissionSquare’s model plan document. MissionSquare
shall not be responsible for monitoring state or local law applicable
to retirement plans or for administering the 457(b) Plan in
compliance with local or state requirements regarding plan
administration unless Employer notifies MissionSquare of any such
local or state requirements.
(c)(ii) MissionSquare shall maintain and administer the 401(a) Plan in
accordance with the requirements for plans which satisfy the
qualification requirements of Section 401 of the Internal Revenue
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Plan numbers 304625, 108573
MissionSquare Retirement Agreement 4 of 12
Code and other applicable federal law; provided, however,
MissionSquare shall not be responsible for the qualified status of
the 401(a) Plan in the event that the Employer directs
MissionSquare to administer the 401(a) Plan or disburse assets in a
manner inconsistent with the requirements of Section 401 or
otherwise causes the 401(a) 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 MissionSquare's model plan document, MissionSquare
shall not be responsible for the qualified status of the 401(a) Plan
to the extent affected by the differing terms in the Employer's plan
document. MissionSquare shall not be responsible for monitoring
state or local law applicable to retirement plans or for
administering the 401(a) Plan in compliance with local or state
requirements regarding plan administration unless Employer
notifies MissionSquare of any such local or state requirements.
5. Employer Representations and Warranties
Employer represents and warrants to MissionSquare that:
(a) 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.
(b) Employer understands and agrees that MissionSquare’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, MissionSquare does not render
investment advice, is neither the “Plan Administrator” nor “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 its related trust. MissionSquare does not perform any
service under this Agreement that might cause MissionSquare to
be treated as a “fiduciary” of the Plan under applicable law, except,
and only, to the extent that MissionSquare provides investment
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Plan numbers 304625, 108573
MissionSquare Retirement Agreement 5 of 12
advisory services to individual participants enrolled in Guided
Pathways Advisory Services.
(c) Employer acknowledges and agrees that MissionSquare 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 share class.
(d) Employer acknowledges that certain such services to be
performed by MissionSquare under this Agreement may be
performed by an affiliate or agent of MissionSquare pursuant to
one or more other contractual arrangements or relationships, and
that MissionSquare reserves the right to change vendors with
which it has contracted to provide services in connection with this
Agreement without prior notice to Employer.
(e) Employer approves the use of its Plan in MissionSquare 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 MissionSquare 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
MissionSquare otherwise, Employer consents to the disbursement by
MissionSquare 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) MissionSquare’s compensation under this Agreement shall be as
set forth in subsection (b) below.
(b) Compensation for Management Services to VantageTrust
Company, Compensation for Advisory and other Services to
the MissionSquare Funds Class M and Payments from Third -
Party Investment Options. Employer acknowledges that
MissionSquare, or its wholly owned subsidiary, receives fees from
VantageTrust Company for investment advisory services and plan
and participant services furnished to VantageTrust Company.
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Plan numbers 304625, 108573
MissionSquare Retirement Agreement 6 of 12
Employer further acknowledges that MissionSquare, including
certain of its wholly owned subsidiaries, receives compensation for
advisory and other services furnished to the MissionSquare Funds
Class M, which serve as the underlying portfolios of a number of
Funds offered through VantageTrust. For a MissionSquare Fund
Class R that invests substantially all of its assets in a third-party
mutual fund not affiliated with MissionSquare, MissionSquare 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 MissionSquare
Disclosures and MissionSquare’s fee disclosure statement. In
addition, to the extent that third party options are included in the
investment line-up for the Plan, MissionSquare receives
administrative fees from its third-party settlement and clearing
agent for providing administrative and other services based on
assets invested in third-party investment options; such
administrative fees come from payments made by third-party
investment options to the settlement and clearing agent.
(c) Redemption Fees. Redemption fees imposed by outside
investment options in which Plan assets are invested are collected
and paid to the investment option by MissionSquare.
MissionSquare remits 100% of redemption fees back to the
specific investment option to which redemption fees apply. These
redemption fees and the individual investment option’s policy with
respect to redemption fees are specified in the prospectus f or the
individual mutual fund and referenced in the MissionSquare
Disclosures.
(d) Payment Procedures. All payments to MissionSquare pursuant to
this Section 7 shall be made from Plan assets held by VantageTrust
or received from third-party investment options or their service
providers in connection with Plan assets invested in such third-
party investment options, to the extent not paid by the Employer.
The amount of Plan assets administered by MissionSquare 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 and payment set forth in this Section 7 are contingent upon
the Employer’s using MissionSquare’s plan sponsor website for contribution
191
Plan numbers 304625, 108573
MissionSquare Retirement Agreement 7 of 12
processing and submitting contribution funds by ACH or wire transfer on a
consistent basis over the term of this Agreement. The compensation in this
Section 7 is also based on the assets of the Plan being invested in R5 shares of
MissionSquare PLUS Fund and the Employer offering the MissionSquare PLUS
Fund as the sole stable value option.
The compensation and payment in this Section 7 will take effect in the calendar
quarter following receipt at a Delivery Address (defined below the signature
line) of one fully executed copy of this Administrative Services Agreement based
upon the following schedule:
• Agreement received by February 20 – Effective April
• Agreement received by May 20 – Effective July
• Agreement received by August 20 – Effective October
• Agreement received by November 20 – Effective January
Employer further acknowledges and agrees that compensation and payment
under this Agreement shall be subject to re-negotiation in the event that the
Employer (a) chooses to implement additional mutual funds that neither (i) trade
via NSCC nor (ii) meet MissionSquare’s daily trading operational guidelines or
(b) chooses to implement investment options that are not mutual funds.
8. Indemnification
MissionSquare shall not be responsible for any acts or omissions of any person
with respect to the Plan or its related trust, other than MissionSquare in
connection with the administration or operation of the Plan. Employer
shall indemnify MissionSquare against, and hold MissionSquare 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 MissionSquare by reason of any claim, regulatory
proceeding, or litigation arising from any act done or omitted to be done by any
officer, employee or consultant of Employer with respect to the Plan or its
related trust, excepting only any and all loss, damage, penalty, liability, cost or
expense resulting from MissionSquare’s negligence, bad faith, or willful
misconduct. MissionSquare shall indemnify Employer against, and hold
Employer, and its officers, employees and consultants 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 Employer, its officers, employees and consultants, by reason
of any claim, regulatory proceeding, or litigation arising from any act pursuant
to this Agreement done or omitted to be done by any officer, employee or
consultant of MissionSquare with respect to the Plan or its related trust,
excepting only any and all loss, damage, penalty, liability, cost or expense
resulting from Employer’s negligence, bad faith, or willful misconduct.
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MissionSquare Retirement Agreement 8 of 12
Notwithstanding the foregoing, MissionSquare’s ability to indemnify Employer's
officers, employees and consultants (“Personnel”) is limited to (a) those claims
that do not involve such Personnel acting in the capacity of a holder of an
account administered or record kept by MissionSquare or (b) those claims that
do not involve consultants of the City advising the City on the administration or
investment of the plan.
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. 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 acknowledges that, in the event the Employer
terminates this Agreement (or replaces the MissionSquare PLUS Fund of
VantageTrust as an investment option in its investment line-up), MissionSquare
retains full discretion to release Plan assets invested in the MissionSquare PLUS
Fund in an orderly manner over a period of up to 12 months from the date
MissionSquare receives written notification from the Employer that it has made
a final and binding selection of a replacement for MissionSquare as
administrator of the Plan (or a replacement investment option for the
MissionSquare PLUS Fund).
10. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by the
parties.
(b) MissionSquare may modify this Agreement by providing 60 days’
advance written notice to the Employer prior to the effective date of such
proposed modification. Such modification shall become effective unless,
within the 60-day notice period, the Employer notifies MissionSquare in
writing that it objects to such modification.
(c) The parties agree that enhancements may be made to administrative
services under this Agreement. The Employer will be notified of
enhancements or reduction in fees through electronic messages or
special mailings.
11. Notices
Unless otherwise provided in this Agreement, all notices required to be
delivered under this Agreement shall be in writing and shall be delivered,
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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.
MissionSquare: Legal Department, MissionSquare, 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.
12. Complete Agreement
This Agreement shall constitute the complete and full understanding and sole
agreement between MissionSquare 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 Exhibits
All Exhibits (and any subsequent amendments thereto), attached hereto, and
referenced herein, are hereby incorporated within this Agreement as if set forth
fully herein.
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15. 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 certify that they have read and
understand this Agreement and 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.
CITY OF MOORPARK
By ____________________________________________
Signature/Date
By ____________________________________________
Name and Title (Please Print)
THE INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
doing business as MISSIONSQUARE
RETIREMENT
By ___________________________________________
Erica McFarquhar
Assistant Secretary
[An execution copy will be provided via DocuSign]
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Exhibit A
Administrative Services
The administrative services to be performed by MissionSquare under this
Agreement shall be as follows:
(a) Participant enrollment services are provided online. Employees will
enroll online through a secure site or the Employer will enroll
employees through the plan sponsor website.
(b) Establishment of participant accounts for each employee participating in
the Plan for whom MissionSquare receives appropriate enrollment
instructions. MissionSquare 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 options 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 MissionSquare through the participant website or the plan
sponsor website), beneficiary designation instructions and all other
documents concerning each participant's account.
(f) Provision of periodic reports to the Employer through the plan sponsor
website. Participants will have access to account information through
Participant Services, Voice Response System, the participant website,
and text access, and through quarterly statements that can be delivered
electronically through the participant website or by postal service.
(g) Communication to participants of information regarding their rights and
elections under the Plan.
(h) Making available Participant 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 MissionSquare are closed for business (including emergency
closings)), to assist participants.
(i) Making available access to MissionSquare’s website, to allow
participants to access certain account information and initiate certain
plan transactions at any time. The participant website is normally
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available 24 hours a day, seven days a week except during scheduled
maintenance periods designed to ensure high-quality performance.
(j) Maintaining the security and confidentiality of client information through
a system of controls including but not limited to, as appropriate:
restricting plan and participant information only to those who need it to
provide services, software and hardware security, access controls, data
back-up and storage procedures, non-disclosure agreements, security
incident response procedures, and audit reviews.
(k) Making available access to MissionSquare’s plan sponsor web site to
allow plan sponsors to access certain plan information and initiate plan
transactions such as enrolling participants and managing contributions
at any time. The plan sponsor web site is normally available 24 hours a
day, seven days a week except during scheduled maintenance
periods designed to ensure high-quality performance.
(l) 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 the participant website or via form.
(m) MissionSquare is authorized by the Employer to (a) determine whether a
domestic relations order is an acceptable qualified domestic relations
order under the terms of the Plan and (b) establish a separate account
record for the alternate payee and provide for the investment and
distribution of assets held thereunder.
(n) 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 the participant website.
(o) Guided Pathways Advisory Services – MissionSquare’s participant advice
service, “Fund Advice”, may be made available through a third-party
vendor on the terms specified on MissionSquare’s website.
(p) MissionSquare is authorized by the Employer to establish an unallocated
plan level expense account to function as the Administrative Allowance
account, to be invested as Employer directs.
(q) MissionSquare 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.)
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