02-01-1993
/
/
u
Vc, "'\lq Order
Ma~~ Hayman
Councilman Jones
Councilwoman Martin
Councilman Hays
Councilman Mitchum
AGENDA
CITY COUNCIL OF EDGEWATER
FEBRUARY 1, 1993
7:00 p.m.
COMMUNITY CENTER
1.
Call to Order, Roll Call,
Allegiance
Invocation,
Pledge of
2. Approval of Minutes
None
3. Citizen Comments
4. Consent Agenda
Items on the consent agenda are defined as routine nature
that do not warrant detailed discussion or individual
action by the Council; therefore, all items remaining on
the consent agenda shall be approved and adopted by a
sing Ie motion, second and vote by the City . Co 11 n c i 1 .
Items on the consent agenda are not subject to
discussion. One of the most basic rules of a consent
agenda is that any member of the City Council may remove
any item from the consent agenda simply by verbal request
at the City Council meeting. Removing an item from the
consent agenda does not require a motion, second or a
vote; it would simply be a unilateral request of an
individual Councilmember.
None
5. New Business
None
6. Ordinances, Public Hearings, and Resolutions
First Reading:
A. Res. 93-R-03 Application for Department of
Transportation Beautification Grant
B. Res. 93-R-04 Tentative award of Phase IV,
Florida Shores Capital Improvements Program,
to S & E Contractors, Inc. in amount of
$4,666,470 for base bid on wastewater
improvements with additive alternate "A", water
improvements, of $36~300
Second Reading: (Public Hearing)
None
7. Unfinished Business
8. Council/Officers Reports
A. City Attorney
B. City Manager
C. City Council
9. Questions from Press
10. Citizen Comments
11. Adjourn.
All items for inclusion on the February 22, 1993, City Council
agenda must be received by the City Manager's office no later than
4:30 p.m. Tuesday, February 16, 1993.
Pursuant to Chapter 286, F.S., if an individual decides to appeal
any decision made with respect to any matter considered at a
meeting or hearing, that individual will need a record of the
proceedings and will need to insure that a verbatim record of the
proceedings is made.
6.
AGENDA REQUEST
Date: January 26, 1993
''fir
NEW UNFINISHED
CONSENT BUSINESS BUSINESS
PUBLIC
HEARING RESOLUTION X ORDINANCE
ITEM DESCRIPTION /SUBJECT:
Request to apply for D.O.T. Beautification Grant - Resolution No.
93 -R -03.
BACKGROUND:
Presently, the City of Edgewater has received a Beautification
Grant to landscape 3 median strips on U. S. 1 for this fiscal year.
We are applying for additional funding to landscape 2 medians on
the north end of the City limits for the next year. The City will
Nor, match its half of the grant with in -house labor.
RECOMMENDATION /CONCLUSION:
The Parks and Recreation Department recommends that the City
Council adopt Resolution No. 93 -R -03 authorizing submittal of the
Beautification Grant application and subsequent execution of the
Highway Beautification Grant Memorandum of Agreement by the Mayor
subject to approval as to form and correctness by the City
Attorney.
FUNDS AVAILABLE: ACCOUNT NUMBER: N/A
(SPECIFY IF BUDGET AMENDMENT IS REQUIRED)
PRESENTED BY: Jack Corder
PREVIOUS AGENDA ITEM: YES NO X
DATE: AGENDA ITEM NO.
`fir
Respectfully Submitted,
(Z4)
vwr • • • Corder
_rector of Parks and Recreation
Concurrence:
George pr. McMahon
City Manager
Nwr
RESOLUTION NO. 93 -R -03
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EDGEWATER, FLORIDA, AUTHORIZING SUBMITTAL
OF THE HIGHWAY BEAUTIFICATION GRANT
r APPLICATION TO THE FLORIDA DEPARTMENT OF
TRANSPORTATION; AUTHORIZING SUBSEQUENT
EXECUTION OF THE HIGHWAY BEAUTIFICATION GRANT
MEMORANDUM OF AGREEMENT BY THE MAYOR, SUBJECT
TO APPROVAL AS TO FORM AND CORRECTNESS BY THE
CITY ATTORNEY; REPEALING RESOLUTIONS IN
CONFLICT HEREWITH; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, many roadside areas and median strips abutting
Department of Transportation rights -of -way areas must be maintained
and attractively landscaped; and
WHEREAS, the City Council desires that the City of Edgewater
beautify and improve various rights -of -way areas within the City of
%r Edgewater by landscaping.
NOW, THEREFORE, be it resolved by the City Council of the City
of Edgewater, Florida:
Section 1. The submittal of the Highway Beautification Grant
application to the Florida Department of Transportation for fiscal
year 1993 -1994 is hereby authorized.
Section 2. Upon approval of the application, the Mayor is
hereby authorized to execute the Highway Beautification Grant
Memorandum of Agreement, subject to approval as to form and
correctness by the City Attorney.
Section 3. All resolutions or parts of resolutions in
conflict herewith be and same are hereby repealed.
Section 4. This resolution shall take effect upon adoption.
After Motion by and XXX Second by XXX, the vote on this
resolution was as follows:
Mayor Jack H. Hayman, Sr. XXX
Councilman Kirk Jones XXX
Councilwoman Louise A. Martin XXX
Councilman Mike Hays XXX
Councilman David L. Mitchum XXX
N PASSED AND DULY ADOPTED this XIX day of XXXXXXXX, 1993.
93 -R -03
ATTEST: CITY COUNCIL OF THE
CITY OF EDGEWATER, FLORIDA
`, By:
Susan J. Wadsworth Jack H. Hayman, Sr.
City Clerk Mayor
APPROVED FOR FORM & CORRECTNESS:
Rrista A. Storey
City Attorney
err
Now
yew
93 -R -03 2
6. k1.
AGENDA REQUEST
Date: January 26, 1993
NEW UNFINISHED
Iry CONSENT BUSINESS BUSINESS
PUBLIC
HEARING RESOLUTION XXX ORDINANCE
ITEM DESCRIPTION /SUBJECT: Resolution No. 93 -R -04 - Tentative
award of Phase IV, Florida Shores Capital Improvement Program, to
S & E Contractors, Inc.
BACKGROUND: On January 12, 1993, bids were opened for Phase IV
of the Florida Shores Capital Improvement Program. The low
bidder is S & E Contractors, Inc. at an amount of $4,666,470.00
for wastewater improvements. Additive Alternate "A ", water
improvements, which are not part of the assessment, is $36,300.
RECOMMENDATION: I recommend the Edgewater City Council approve
Resolution 93 -R -04 giving the tentative award of bid for Phase IV
to S & E Contractors, Inc. in the amount of $4,666,470.00, for
the base bid on wastewater improvements, and the additive
alternate "A ", water improvements, for $36,300.00.
FINANCIAL IMPACT: As indicated
FUNDS AVAILABLE; ACCOUNT NUMBER: SRF Loan /Water Bonds
(SPECIFY IF BUDGET AMENDMENT IS REQUIRED) N/A
PRESENTED BY: Terry A. Wadsworth, Director of Utilities
PREVIOUS AGENDA ITEM: YES NO XXX
"err Date: Agenda Item No.
Respectfully submitted, Concurrence:
I .SOU V�`� -rt G 51 - /
Terry A. �Jadsworth George E. McMahon
Director of Utilities City Manager
•
RESOLUTION NO. 93 -R -04
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EDGEWATER, FLORIDA, PROVIDING FOR THE
TENTATIVE AWARD OF A CONTRACT FOR THE
CONSTRUCTION OF COLLECTION AND INFLUENT
TRANSMISSION FACILITIES - PHASE IV TO S & E
CONTRACTORS, INC. PURSUANT TO THE FLORIDA
REVOLVING LOAN FUND PROGRAM, SUBJECT TO
REGULATORY APPROVAL; AUTHORIZING SUBSEQUENT
EXECUTION OF THE CONTRACT DOCUMENTS BY THE
MAYOR AND CITY MANAGER; REPEALING RESOLUTIONS
IN CONFLICT HEREWITH; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Edgewater wishes to utilize funds from
the Florida Revolving Loan Fund Program to construct certain
Collection and Influent Transmission Facilities (Phase IV); and
WHEREAS, on January 12, 1993, bids were received for the
10 Is. Collection and Influent Transmission Facilities (Phase IV); and
WHEREAS, Dyer, Riddle, Mills & Precourt Engineering, the
City's engineer for the project, has recommended tentative award of
the contract to S & E Contractors, Inc., in the amount of four
million seven hundred two thousand seven hundred seventy and 00 /100
dollars ($4,702,770.00).
NOW, THEREFORE, be it resolved by the City Council of the City
of Edgewater, Florida:
Section 1. The contract for the construction of the
Collection and Influent Transmission Facilities (Phase IV) is
conditionally awarded to S & E Contractors, Inc., 14561 58th Street
Noir
N., Clearwater, Florida 34620, for a total contract amount of
$4,702,770.00, (consisting of a base bid of $4,666,470.00 plus
Alternate A in the amount of $36,300.00), subject to approval by
the Florida Department of Environmental Regulation. The proposed
contract is attached hereto and incorporated by reference as
Exhibit "A ".
Section 2. Subject to the approval of the contract by the
Florida Department of Environmental Regulation, the Mayor and City
Manager are authorized to subsequently execute this contract.
Section 3. All resolutions or parts of resolutions in
Now conflict herewith be and same are hereby repealed.
93 -R -04
Section 4. This resolution shall take effect upon adoption.
After Motion by XXX and Second by XXX, the vote on this
resolution was as follows:
Mayor Jack H. Hayman, Sr. XXX
Councilman Kirk Jones XXX
Councilwoman Louise A. Martin XXX
Councilman Mike Hays XXX
Councilman David L. Mitchum XXX
PASSED AND DULY ADOPTED this XXX day of XXXXXXXX, 1993.
ATTEST: CITY COUNCIL OF THE
CITY OF EDGEWATER, FLORIDA
By:
Susan J. Wadsworth Jack H. Hayman, Sr.
City Clerk Mayor
APPROVED FOR FORM & CORRECTNESS:
Krista A. Storey
City Attorney
tow
93 -R -04 2
SECTION 00500
AGREEMENT
THIS AGREEMENT made and entered into this day of
19 , by and between THE CITY OF EDGEWATER,
FLORIDA, a municipality organized and existing under the laws of
the State of Florida, hereinafter called the OWNER, and
hereinafter called CONTRACTOR;
WITNESSETH:
OWNER and CONTRACTOR, in consideration of the mutual
covenants hereinafter set forth, agree as follows:
ARTICLE I - SCOPE OF WORK
CONTRACTOR shall complete all work as specified or indicated
in the Contract Documents. The Work is generally described as
follows:
CITY OF EDGEWATER
FLORIDA SHORES CAPITAL IMPROVEMENTS
PHASE 4
- The Work consists of furnishing all labor; equipment, and
materials for the construction of utility, paving and drainage
improvements for the Florida Shores Service Area.
ARTICLE II - ENGINEER
The Project has been designed by Dyer, Riddle, Mills and
Precourt, Inc., whose address is 1505 East Colonial Drive,
Florida 32803, hereinafter referred to as ENGINEER and who will
assume all duties and responsibilities and will have the rights
and authority assigned to the Engineer in the Contract Documents
in connection with completion of the Work in accordance with the
Contract Documents.
ARTICLE III - CONTRACT TIME
3.1 The Work will be substantially completed within 255
days after the date when the Contract Time commences to run as
provided in paragraph 2.3 of the General Conditions, and
completed and ready for final payment in accordance with
paragraph 14.13 of the General Conditions within 285 days after
the date when the Contract Time commences to run.
3.2 Damages for Delay. OWNER and CONTRACTOR recognize that
TIME IS OF THE ESSENCE in this Agreement and that the OWNER will
suffer financial loss if the Work is not finally completed within
the time specified in Paragraph 3.1 above, plus any extensions
87- 400.15/P4 00500 -1
thereof allowed in accordance with Article 12 of the General
Conditions.
3.2.1 Uniqueness of the Work. The OWNER and the
CONTRACTOR expressly acknowledge the unique characteristics
of the Work, which cause time to be of the essence in this
contract.
3.2.2 The OWNER is doing the Project under multiple
construction contracts, and the Work hereunder will
interface with the work of other Contractors, for the OWNER.
3.2.3. Liquidated Damages. OWNER and CONTRACTOR
recognize that TIME IS OF THE ESSENCE in this Agreement and
that Owner will suffer financial loss if the work is not
substantially complete in the time specified in
Paragraph 3.1 above. The parties also recognize the delays,
expense and difficulties involved in proving in a legal
proceeding the actual loss suffered by the OWNER if the Work
is not substantially complete on time. Accordingly, instead
of requiring any such proof, OWNER and CONTRACTOR agree that
as liquidated damages for delay (but not as a penalty)
CONTRACTOR shall pay OWNER $1,000.00 (One Thousand Dollars)
for each day that expires after the time specified in
paragraph 3.1 for Substantial Completion until the Work is'
substantially complete, and that the liquidated damages set
',„► forth herein bear a reasonable relationship to the estimated
actual damages that the OWNER would suffer.
ARTICLE IV - CONTRACT PRICE
4.1 OWNER shall pay CONTRACTOR for performance of the Work
in accordance with the Contract Documents in current funds at the
lump sum or unit price as presented in the Bid Form, which is
incorporated herein and made a part hereof by this reference.
4.2 The parties expressly agree that the Contract Price is
a stipulated sum, except with regard to those items in the Bid
which are subject to unit prices.
ARTICLE V - PAYMENT PROCEDURES
5.1 CONTRACTOR shall submit Applications for Payment in
accordance with the Contract Documents. Application for Payment
will be processed by ENGINEER as provided in the General
Conditions.
,,, 5.2 OWNER shall .make progress payments on account of the
Contract Price on the basis of CONTRACTOR'S monthly Applications
for Payment, as approved by the ENGINEER, which shall be
submitted by the CONTRACTOR on or before the 10th day after the
end of each calendar month for which payment is requested.
87- 400.15/P4 00500 -2
5.3 Prior to Substantial Completion, progress payments will
be made in an amount equal to:
5.3.1 Ninety percent (90 %) of the value of Work completed
and ninety -five percent (95 %) of the value of materials and
equipment not incorporated into the Work, but delivered and
suitably stored, less in each case the aggregate of payments
previously made. At the sole discretion of the OWNER, monthly
progress payments may be increased after fifty percent (50 %)
of the Work is completed to ninety -five percent (95 %) of the
value of Work completed and ninety -eight percent (98 %) of the
value of materials and equipment not incorporated but
delivered and stored (less the aggregate of previous payments)
provided that: a) CONTRACTOR is making satisfactory progress;
b) CONTRACTOR is in full compliance with the currently
accepted progress schedule; and c) there is no specific cause
for greater withholding. However, the OWNER may subsequently
resume retaining ten percent (10 %) of the value of Work
completed and five percent (5 %) of the value of materials
delivered if, in the sole determination of the OWNER, the
CONTRACTOR is not performing according to the Contract
Documents or not complying with the current progress schedule.
5.3.2 Upon Substantial Completion of the Work, OWNER shall
pay an amount sufficient to increase total payments to the
CONTRACTOR to ninety -five percent (95 %) of the Contract Price,
less such amounts as ENGINEER shall determine in accordance
*'"' with paragraph 14.7 of the General Conditions.
5.4 Final Payment. Upon final completion of the Work in
accordance with the Contract Documents, OWNER shall pay
-CONTRACTOR an amount sufficient to increase total payments to
ninety -eight percent (98 %) of the Contract Price. However, not
less than two percent (2 %) of the Contract Price shall be
retained until Record Drawings, specifications, addenda,
modifications and shop drawings, including all manufacturers
instructional and parts manuals are delivered to and accepted by
the ENGINEER.
ARTICLE VI - CONTRACTOR'S REPRESENTATIONS
In order to induce OWNER to enter into this Agreement,
CONTRACTOR makes the following representations:
6.1 CONTRACTOR has visited the work site and familiarized
himself with the nature and extent of the Contract Documents,
Work, locality, and all local conditions and federal, state and
local laws, ordinances, rules and regulations that in any manner
'` may affect cost, progress or performance of the Work.
6.2 CONTRACTOR has studied carefully all reports of
investigations and tests of subsurface and latent physical
conditions at the site or otherwise affecting cost, progress or
performance of the Work which were relied upon by the ENGINEER in
87- 400.15/P4 00500 -3
the preparation of the Drawings and Specifications, and which
have been identified in the General and Supplementary Conditions
of the Contract Documents.
6.3 CONTRACTOR has made or caused to be made examinations,
New investigations, tests and studies of such reports and related
data in addition to those referred to in Paragraph 6.2 above as
he deems necessary for the performance of the Work at the
Contract Price, within the Contract Time and in accordance with
the other terms and conditions of the Contract Documents; and no
additional examinations, investigations, tests, reports or
similar data are, or will be, required by CONTRACTOR for such
purposes.
6.4 CONTRACTOR has correlated the results of all such
observations, examinations, investigations, tests, reports and
data with the terms and conditions of the Contract Documents.
6.5 CONTRACTOR has given ENGINEER written notice of all
conflicts, errors or discrepancies that he has discovered in the
Contract Documents and the written resolution thereof by ENGINEER
is acceptable to the CONTRACTOR.
ARTICLE VII - CONTRACT DOCUMENTS
The Contract Documents which comprise the entire Agreement
,,. between the OWNER and CONTRACTOR are attached to this Agreement,
are made a part hereof and consist of the following:
7.1 This Agreement (Section 00500) (pages 1 to 6,
inclusive).
7.2 Exhibits to this Agreement (sheets to
inclusive).
7.3 Performance Bond, Payment Bond and Certificates of
Insurance ( Sections 00610, 00620 and 00650, respectively).
7.4 Notice of Award and Notice to Proceed (Sections 00841
and 00842, respectively).
7.5 General Conditions (Section 00700) as amended by the
Supplementary Conditions.
7.6 Supplementary Conditions (Section 00800).
7.7 Project Manual bearing the general title: "CITY OF
EDGEWATER FLORIDA SHORES CAPITAL IMPROVEMENTS, PHASE 4 ", and
consisting of Divisions 0 through 16 as listed in the table of
contents.
7.8 Drawings bearing the following general title: "CITY OF
EDGEWATER FLORIDA SHORES CAPITAL IMPROVEMENTS, PHASE 4 ", and
consisting of the sheets as listed in the Drawings index.
87- 400.15/P4 00500 -4
7.9 Addenda numbers through , inclusive.
7.10 Bid Form (Section 00300) (Pages 1 to 16, inclusive).
7.11 All applicable provisions of State and Federal Law and
any modification, including Change Orders or written amendments
duly delivered after execution of Agreement.
7.12 Advertisement for Bids, Instructions to Bidders, Bid
Bond, Noncollusion Affidavit, General Requirements, Field Orders
and State of Florida Contract Provisions.
There are no Contract Documents other than those listed above
in this Article VII. The Contract Documents may only be altered,
amended, or repealed in accordance with Article 3 of the General
Conditions as modified in the Supplementary Conditions.
ARTICLE VIII - MISCELLANEOUS
8.1 No assignment by the parties hereto of any rights
under, or interest in, the Contract Documents will be binding on
another party hereto without the written consent of the party
sought to be bound; and specifically, but without limitation,
monies that may become due and monies that are due may not be
assigned without such consent (except to the extent that the
effect of this restriction may be limited by law), and unless
specifically stated to the contrary in any written consent of an
assignment, no assignment will release or discharge the assignor
from any duty or responsibility under the Contract Documents.
8.2 OWNER and CONTRACTOR each binds himself, his partners,
successors, assigns and legal representatives to the other'tiarty
hereto, his partners, successors, assigns or legal
representatives in respect to all covenants, agreements and
obligations contained in the Contract Documents.
8.3 Terms used in this Agreement, which are defined in
Article 1 of the General Conditions, shall have the meanings
indicated in the General Conditions, as modified in the
Supplementary Conditions.
ARTICLE IX - GOVERNING LAW
This Agreement shall be governed by the laws of the State of
Florida. Both parties agree that the courts of the State of
Florida shall have jurisdiction of any claim arising in
connection with this Agreement. In the event of litigation
arising out of this Agreement, the prevailing party shall be
entitled to the award of attorney's fees and costs at both the
trial and appellate level.
•
87- 400.15/P4 00500 -5
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement in triplicate. One counterpart each has been delivered
to OWNER, CONTRACTOR and ENGINEER. All portions of the Contract
Documents have been signed or identified by OWNER and CONTRACTOR
or by ENGINEER on their behalf.
law
This Agreement will be effective on , 19
OWNER: CITY OF EDGEWATER, FLORIDA
By:
MAYOR
ATTEST:
CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
CITY ATTORNEY
N or , CONTRACTOR:
By:
Its:
•
(CORPORATE SEAL)
ATTEST:
SECRETARY
AGENT FOR SERVICE OF PROCESS:
l Address
END OF SECTION
87- 400.15/P4 00500 -6
AGENDA REQUEST
C.A. NO.: 93 -20
Date: February 1, 1993
ITEM DESCRIPTION /SUBJECT:
ICMA Retirement Corporation Administrative Services Agreement
BACKGROUND:
ICMA Retirement Corporation currently provides administration of
the City's deferred compensation plan. Additional services are now
provided necessitating a change to the Agreement.
RECOMMENDATION /CONCLUSION:
The Agreement has been approved as to form and correctness. Staff
recommends that the City Council approve the Agreement and
authorize the Mayor to execute the document.
FUNDS AVAILABLE: ACCOUNT NUMBER:
(SPECIFY IF BUDGET AMENDMENT IS REQUIRED)
PREVIOUS AGENDA ITEM: YES NO XX
DATE: AGENDA ITEM NO.
Res ctfully submitted,
Krista A. Storey
City Attorney
Concurrence:
George . McMahon
City Manager
KAS
• ICMA
RETIREMENT
CORPORATION
ADMINISTRATIVE SERVICES AGREEMENT
Type: 457
Account Number: 3012
ICMA
RETIREMENT
• CORPORATION
Plan # 3012
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement, made as of the day of
1992, (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 Edgewater ( "Employer "), a(n) City organized and existing under
the laws of the State of Florida with an office at P.O. Box 100, Edgewater,
Florida, 32132.
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 (the "Funds ") for the
investment of plan assets as referenced in the Trust principal disclosure
document, "Making Sound Investment Decisions: A Retirement Investment Guide ".
The Funds are available only to public employers and only through the Trust.
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-
•
• ICMA
RETIREMENT
CORPORATION
Plan # 3012
Agreements
1. Appointment of RC
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 Toss 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. Replacement of Employer Trust
RC and Employer are parties to a Trust Agreement entitled
"Trust Agreement with the ICMA Retirement Corporation" (the "Employer Trust ")
for the administration of the Plan. The Employer hereby terminates the
Employer Trust (not the Declaration of Trust of ICMA Retirement Trust)
intending that this Administrative Services Agreement evidence the
understandings between RC and the Employer with respect to the matters covered
by it. Employer continues to be a party to the Declaration of Trust of the
ICMA Retirement Trust and 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.
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 responsible official of the Employer or any information relating to an
i
individual participant or beneficiary that is furnished by such participant or
-3-
•
• ICMA
RETIREMENT
CORPORATION
Plan # 3012
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.
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
-4-
ICMA
RETIREMENT
CORPORATION
Plan # 3012
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 Payment
(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 18.00. 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 ayable 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) 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.
(d) Payment Procedures. All payments to 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. The amount of Plan Assets held in the Trust shall be
adjusted by the Trust as required to reflect such payments.
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 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 Adjustments
(a) This Agreement may not be amended except by written
instrument signed by the parties.
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ICMA
RETIREMENT
CORPORATION
•
Plan # 3012
(b) The parties agree that 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; (11) 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 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 Florida applicable to contracts made in that
jurisdiction without reference to its conflicts of laws provisions.
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ICMA
RETIREMENT
CORPORATION
Plan # 3012
In Witness Whereof, the parties hereto have executed this
Agreement as of the inception Date first above written.
CITY OF EDGEWATER
by:
Signature /uate
•
Name and I itle (Please Print)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
by. en r " /01202_ Corporate Secretary /
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