HomeMy WebLinkAboutDocumentation_Regular_Tab 15_09/08/2016 VILLAGE OF TEQUESTA
{� � . .
MEMORANDUM - � Village Clerk's Office
TO: Village Manager Couzzo
FROM: Lori McWilliams, Village Clerk
DATE: August 30, 2016
SUBJECT: Resolution 24-16 - Authorizing the Manager and Village Clerk to Form the
Plan Committee to Monitor Operation of the Village's 457(b) Plan and
401(a) Plan and Indemnity Agreement
Human Resources engaged the services of an independent retirement plan consulting
firm to assess the competitiveness of the Village's 401(a) and 457(b) plan contracts and
to explore alternative plan services and features. During the process, it was
recommended that a Plan Committee be established to administer and monitor the
operation of the 457(B) Plan and 401 (A) Plans and coordination or supervision of
various plan service providers.
The Village is formally establishing the 457(b) Plan and the 401(a) Plan Review
Committee. The Committee will meet quarterly with Empower to ensure the defined
contribution plan for the Village's employees is in compliance with all federal
requirements and they will promote retirement education for the employees as well.
There is no financial impact to the Village, as any costs associated with either plan will
be part of the fees paid by the participants.
The attached resolution establishes this committee. Council will need to appoint two
(2) members to serve.
RESOLUTION NO. 24-16
. A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, FLORIDA, APPOIPITING A PLAN COMMITTEE TO
ADMINISTER AND MONITOR OPERATIOId OF THE VILLAGE'S 457(B)
PLAPI AND 401 (A) PLAN, SPECIFYIIdG THE DUTIES AND
RESPONSIBILITIES OF THE COAAMITTEE, ITS AUTHORITY TO ACT ON
BEHALF OF THE VILLAGE IN CERTAIN TASKS, AND ITS AUTHORITY
TO EXECUTE CERTAIN DOCUMENTS ON BEHALF OF THE VILLAGE;
PROVIDING AN EFFECTIVE DATE AWD FOR OTHER PURPOSES.
WHEREAS, the Village of Tequesta, Tequesta, Florida, is an adopting employer
to the Village of Tequesta 457(b) Pian and the �Ilage of Tequesta 401(a) Plan, herein
called the "Plansn, and
WHEREAS, The Village Council has determined that it would be in the best
interests of the Village of Tequesta, its employees and its citizens, to appoint a 457(b)
and 401(a) Plan Committee to administer and monitor the operation of the Plans,
NOW THEREFORE, BE IT RESOLVED THAT, a Plan Committee is hereby
established to administer and monitor the operation of the Plans and coordination or
supervision of various plan service providers.
� Section 1 The Village Council authorizes the formation of a 457(b) and 401(a)
Plan Committee. The Plan Committee is empowered to make decisions regarding the
general operation of the Plans, engage vendors to provide service to the Plans,
administer the Plans on an ongoing basis, and make any decisions regarding the
operation of the Plans, investments of Plan assets, and other aspects of the day to day
operations of the Plans, and to achieve continued compliance with all applicable laws,
rules and regulations.
Section 2 The �Ilage of Tequesta approves the proposed Indemnity
Agreement running from the Village in favor of the members of the Plan Committee, and
authorizes the Mayor and Village Clerk to execute the Indemniiy Agreement. The Chair
of the Plan Committee is authorized to execute any and all documents, and take all
actions, reasonably necessary to effectuate the transfer of the Plans from ICMA to
Empower.
1
•
_ Secfion 3 The 457(b) 401(a) Plan Committee shall consist of five (5) members,
two (2) of whom, unless othenivise prohibited by law, shall be legal residents of the Village
• of T u sta wh h
eq e , o s all be appo�nted by the Tequesta �Ilage Council, and two (2) of whom
shall be active participants of a 401(a) or 457(b) plan offered by the Village of Tequesta.
The frFth (5�') member shall be selected by a majority vote of the other four (4) members.
Each person seeking to fill a designated participant representative board member seat
shall be separately elected by the other plan participants. Upon receipt of the frFth
member name, the Tequesta Council shall, as a ministerial duty, appoint such person to
the 457(b) 401(a) Plan Committee as its fifth (5�') member. The fifth (5th) member shall
have the same rights as each of the other members appointed or elected as herein
provided and shall serve a two (2) year term unless the office is sooner vacated and may
succeed himself or herself in office. Each resident member shall serve as member for a
period of two (2) years unless sooner replaced by the Tequesta Village Council at whose
pleasure the member shall senre, and may succeed himself or herself as a member. Each
participant member shall serve as member for a period of two (2) years or vacates his/her
position as member. Each participant representative may succeed him/herself in oifice.
The 457(b) 401(a) Plan Committee shall meet at least quarterly each year. Such
•
Committee shall be a legal entity with, in addition to other powers and responsibilities
contained herein, the power to bring and defend lawsuits of every kind, nature and
description.
Section 4 The 457(b) 401(a) Plan Committee shall, by majority vote, elect a
Chair and Secretary. The Secretary of the Committee shall keep, or cause to be kept, a
complete minute book of the actions, proceedings, or hearings of the Committee and shall
preside over Committee meetings the absence of the Chair. The members shall not
receive any compensation as such, but may receive expenses and per diem as provided
by law.
Secfion 5 Each member shall be entitled to one (1) vote. Three (3) affirmative
votes shall be necessary for any decision by the members at any meeting of the
; committee. A member shall have the right to abstain from voting as the result of a conflict
2
�
of interest provided that member states in writing the nature of the conflict and that it
• complies with the provisions of Section 112.3143, Florida Statutes.
Section 6 This Resolution shall become effective immediately upon passage.
�
3
;.
INDEMNITY AGREEMEM'
• THIS AGREEMEPIT is made and entered into this day of . 2016, but is
effective for all purposes as of the day of . 2016, by and between the �Ilage
of Tequesta, Florida (hereinafter referred to as the "indemnitor") and INSERT 457(b) AND 401(a) PLAN
COMMITfEE MEMBER NAMES HERE WHEIV APPOINTED (hereinafter referred to as the u lndemnitees").
WITNESSETH:
WHEREAS, the Indemnitor serves as the plan administrators of the 457(b) and 401(a) Plans for
the Vitlage of Tequesta, sponsored by the Indemnitor, and
WHEREAS, the Indemnitor as the ptan administrator of the Plans, is authorized to designate one
or more individuals to perform certain duties required of the plan administrators for the Plan, and
WHEREAS, the Indemnitor has asked the indemnitees to serve as the "457(b) and 401(a) Plan
Committee" responsible for compliance with federal privacy requirements imposed upon the Indemnitor,
and
WHEREAS, as the agent for the plan administrator of the Plans, the Indemnitees are to be
responsible for various administrative functions with respect to the Plans for the benefit of the employees
of the Indemnitor, and will perform such functions without additional compensation from the Plan or the
Indemnitor, and
WHEREAS, the Indemnitor believes that it is in the best interests of the Indemnitor, and its
employees, for the Indemnitees to serve as the agents for the plan administrator of the Plan and is willing
to indemnify the Indemnitees as hereinafter provided.
s
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained in this Agreement, it is hereby agreed as follows:
1. IMDEMNIFICATION AGREEMENT. Subject to and upon the terms and conditions of this
Agreement, the Indemnitor hereby agrees to indemnify the Indemnitees, jointly and
severally, with respect to any and all claims, losses, damages, and expenses which may be
incurred by the Indemnitees as a result of or arising out of:
a. any threatened, pending, or completed action, suit or proceeding, whether brought
by or in the right of the Indemnitor or otherwise and whether of a civil, criminal,
administrative or investigative nature, in which the Indemnitees or any one or more
but not all of them may be or may have been involved as a party or otherwise, arising
out of the fact that the Indemnitees are or were an agent of the plan administrators
of the Plan and / or a Plan Committee Member;
b. any attempt (regardless of its success) by any person to charge or cause any one or
more of the Indemnities to be charged with wrongdoing or with financial
responsibility for damages arising out of or incurred in connection with the matters
indemnified against in this Agreement; or
, c. any expense, assessment, fine, tax, judgment or settlement payment arising out of or
incident to any of the matters indemnified against in the Agreement, including
',.
_ __ - -
reasonable fees and disbursements of counsel (before and at t�ial, and in appellate
proceedings),
• d. nothing contained in this Indemnity Agreement shall be construed as waiving
sovereign immunity for the Indemnitor or the Indemnitees beyond the amounts
specified in Sec. 768.28, Flo�ida Statutes, including limits on individual claims,
occurrences, and attorney's fees. Nor shall anything in this Indemnity Agreement be
construed as consent of the Indemnitor or the Indemnitees to be sued.
2. LIMITATION Whenever any claims shall arise for indemn�cation under this Agreement, the
affected Indemnitees shall notify the Indemnitor promptly and in any event within 30 days
afterthe Indemnitees have actual knowledge ofthe facts constitutingthe basis for such claim.
Regardless of whether Indemnitor undertakes to defend such suit or other actions, it shall be
bound by the terms of any judgment or settlement arrived at therein and shall pay all costs
of the Indemnitees as provided herein.
3. LEGALACTIOPI Whenever any claims shall arise fo� indemnification under this Agreement, the
affected Indemnitees shall notify the Indemnitor promptly and in any event within 30 days
after the Indemnitees have actual knowledge of the facts constituting the basis for such claim.
Regardless of whether Indemnitor undertakes to defend such suit or other actions, it shall be
bound by the terms of any judgment or settlement at therein and shall pay ail costs to the
Indemnitees as provided herein.
4. TERM This Agreement shali be effective as of the day of . 2016 and
shall continue in full force and effect until the date six years after the date of this Agreement,
or six years after the termination of any Indemnitees' employment of the Indemnitor,
whichever is later, provided that such term shall be extended by and period of time during
. which the Indemnitor is in breach of a material obligation to the Indemnitee, plus ninety days.
5. INSURANCE COVERAGE The Indemnitor may acquire, on behalf of the Indemnitees, insurance
coverage against any liability that the Indemnitees may incur as a result of any act or failure
to act in their capacities as agents for the plan administrators for the Plan or as Plan
Committee Members, in such an amount as the Indemnitor, at its sole discretion, may deem
to be appropriate. If the Indemnitor elects to acquire such coverage, the Indemnitees shall
provide the Indemnitor with reasonable assistance in acquiring such coverage.
6. BINDIMG EFFECT This Agreement shall be binding upon and inure to the benefit of the
successors in interest and assigns, heirs and personal representatives, as the case may be, of
the parties.
IIV WITNESS WHEREOF, the parties have executed this Agreement on the day of
2016.
, By: Abigail Brennan, Mayor
� Indemnitor
� ATTEST:
Lori McWilliams, MMC
;• Indemnitees Village Clerk