ING 401 Life Insurance/HR ING §401(a) PLAN
SERVICES AGREEMENT
This Agreement is made and entered this {/4~- _day of /t~otd)~
APPROVED, AS 10
FORM BY:
,2002, by and
between the City of Carmel or its authorized representative (the "Plan Sponsor"), and ING
Life Insurance and Annuity Company, a corporation organized and existing under the laws of
the State of Connecticut ("ILIAC") (ILIAC and any of its successors, affiliates and
subsidiaries, are hereinafter collectively referred to as "Provider"). This Agreement is
separate and apart from any other contract issued to the Plan, including any group annuity
contract issued to the Plan Sponsor by ILIAC.
RECITALS
WHEREAS, the Plan Sponsor certifies that it has adopted a 401(a) plan and that it is
intended to be operated in accordance with Section 401(a) of the Internal Revenue Code; and
WHEREAS, the Plan Sponsor wishes to make the Plan available to its employees;
and
WHEREAS, the Plan Sponsor has selected certain investment products offered or
otherwise made available by or through ILIAC for the investment of Plan assets (the
"Program"); and
WHEREAS, the Plan Sponsor wishes to engage ILIAC or its appropriate affiliate, as
necessary, to facilitate the administration of the Plan by providing services that shall include,
without limitation, accounting for deferrals, disbursement of funds, withholding of taxes,
investment of assets in the appropriate Plan investment options and proper recordkeeping of
participant accounts; and
WHEREAS, Provider wishes to provide administrative services to the Plan Sponsor
in connection with the Plan.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties do hereby agree as follows:
Section 1. Responsibilities
1.01
Designation of Provider. Provider is defined to mean the insurance company.
Provider shall be an approved provider during the Initial Term and any Renewal
Term of this Agreement and shall provide for purchase by the Plan Sponsor annuity
contract(s) designed to meet the requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended. The duties of the Provider shall apply solely
with respect to the account property designated herein, and Provider shall bear neither
responsibility nor liability for other amounts held under the 401 (a) plan by another
trustee, custodian, or other investment or Provider.
401(a) 1
1.02
1.03
1.04
1.05
1.06
1.07
1.08
Provider will operate in accordance with and pursuant to all rules and procedures
prescribed by the Plan Sponsor for the governance of the 401(a) plans. Provider
agrees that it shall comply with all pertinent written directives from the Plan Sponsor
regarding the solicitation of Employees of the Plan Sponsor and the pumhase of
401 (a) plans
Allocation of Responsibilities: 1LIAC and its representatives shall service or perform
all marketing communications, enrollment and securities transactions settlement and
processing functions and all other functions assigned to Provider, including
participant and Plan recordkeeping.
Meetings: The Plan Sponsor shall provide Provider with timetables, procedures and
facilities for group employee meetings for distributing information about the
Program, including investment options thereunder; counseling and enrollment of
individual employees and completion of enrollment materials.
Payroll Reduction: The Plan Sponsor shall provide payroll reduction procedures and
facilities and agrees to remit all deferred amounts electronically to Provider in a
timely manner.
Provision of Certain Information: The Plan Sponsor shall transmit the information
relating to each eligible employee participating in the Plan ("Participant") and agrees
to remit such information electronically to Provider in a timely manner, including
contributions and any changes thereto. The Plan Sponsor shall provide other
necessary information requested by Provider on a timely basis and use its best efforts
to assure the accuracy and completeness of all information provided.
Enrollment Services by Provider: Provider shall participate in and conduct group and
individual meetings to provide information on 401(a) plans and the Program.
Provider shall be responsible for enrolling participants in the Program. Provider
agrees to abide by all marketing guidelines established by the Plan Sponsor.
Marketing Materials: Provider shall create and distribute communication and
promotional materials that describe the Program. The Plan Sponsor shall approve any
such Plan specific marketing materials customized for the Plan Sponsor prior to
distribution to employees. In addition, prior to distribution, Provider shall review
and approve any materials created by the Plan Sponsor that relate to the Program.
Collection of Investment Contributions: Provider agrees to accept all payments
received in good order for deposit into the Program and allocate such contributions in
accordance with the Participant's investment selections as directed by Plan Sponsor.
Provider agrees to monitor contributions received for compliance with Section 415(c)
of the Internal Revenue Code of 1986, as amended, and to process such corrective
distributions as directed and permitted by law.
401(~ 2
1.09
Disbursements: The Plan Sponsor shall notify Provider in writing of disbursements to
be made to participants or beneficiaries under the terms of the Plan. The Plan
Sponsor shall determine if a disbursement or account segregation request may be
made under the Plan. Provider will process disbursements from a Participant's or
alternate payee's account if authorized to do so by Plan Sponsor and in accordance
with the terms of the Program.
1.10
Tax Reporting: Provider shall compute and withhold federal and state income taxes,
as required by law, for disbursements paid directly to participants, alternate payees or
beneficiaries from the Program. Provider will forward, within the applicable time
limit, the appropriate report reflecting the amount of the disbursement and taxes
withheld to the appropriate taxing authority and to the participants or beneficiaries.
1.11
Licenses: Provider represents that its personnel involved in performing services under
this Agreement with respect to its Program are appropriately licensed as required by
law.
1.12
Non-Discrimination: Provider agrees to conduct itself in such a manner so as to
comply with all applicable Federal and State laws regarding discrimination in its
employment or investment policies and practices.
Section 2. Participant Information
2.01
Participant Records: The Plan Sponsor agrees to furnish Provider sufficient
information to enable Provider to maintain and update Participant level records
including, but not limited to, name and address; social security number; contribution
amount and allocation of the contribution to one or more funding media; and other
pertinent data reasonably necessary for the efficient administration of the participant' s
account. The Provider agrees to keep such information confidential as required by
law.
Over the term of this Agreement, the Plan Sponsor will notify Provider of changes in
employment status and, to the extent the Plan Sponsor has knowledge of the death of
any Participant, the Plan Sponsor will notify the Provider of such death.
The Provider shall maintain the Enrollment Forms that participants will complete
upon enrollment into the Plan.
2.02 Reports to Plan Sponsor: Provider shall furnish to the Plan Sponsor a quarterly report
or statement that shows Participant account activity.
2.03
Reports to Participants: Provider will provide Participants with quarterly statements
of their accounts. Statements will reflect Participant account activity since the prior
statement date.
401(a) 3
Section 3. Fees
3.01
Provider's Compensation: Provider's services under the Agreement are rendered in
connection with the Plan's selection of certain investment products offered by or
through Provider. Such revenues, if any, as accrue to Provider by virtue of the
operation of such investment products shall constitute a source of compensation for
the services rendered under this Agreement.
3.02
Fee and Commission Disclosure: Provider shall disclose to Participants the amount of
annual recordkeeping charges assessed and the fact that the Provider and its sales
personnel may be directly compensated by the investment products utilized under the
Program, and make such other disclosures as are required by law.
Section 4. General
4.01
Term and Amendment: This Agreement shall remain in effect for a period of one year
from the date of execution, unless the Plan is earlier terminated. It shall be
automatically renewed for additional one (1) year terms thereafter unless terminated
by either party upon thirty (30) days written notice.
This Agreement may be amended in writing if agreed to by both parties.
4.02
Circumstances Excusing Performance: Neither the Plan Sponsor nor Provider shall be
liable to the other for any delays or damages or any failure to act due, occasioned, or
caused by reason of restrictions imposed by any government or government agency,
acts of God, or unforeseeable causes beyond the reasonable control of the parties
affected thereby.
4.03
Ownership of Records: The Plan Sponsor agrees that all computer tapes, discs,
programs and any records generated by Provider under this Agreement shall be the
property of the Provider.
4.04
Confidentiality: All information supplied to, and all work processed or completed by
Provider with respect to this Agreement will be held to be confidential and shall not
be disclosed to anyone other than the Plan Sponsor without the Plan Sponsor's
written permission except as may be required for a Plan audit, in response to such
routine credit inquiries as may be authorized by Participants, to comply with any
applicable federal or state law or to obey court orders.
4.05 parties Bound: This Agreement and the provisions thereof shall be binding upon the
respective parties and is binding upon the parties, successors, and assigns.
4.06
Applicable Law: This Agreement shall be constmed in accordance with the laws of
the State of Indiana. Provider and the Plan Sponsor shall comply with all state and
federal laws and regulations applicable to the services to be performed.
4.07
4.08
Status of Plan: Plan Sponsor hereby agrees that its 401(a) plan is not subject to the
requirements of Title I of the Employee Retirement Income Security Act of 1974, as
amended (ERISA), and Provider shall not be required to take any action that would
otherwise be required for a Code Section 401(a) plan subject to ERISA.
Severabilit¥: If any provision of this Agreement shall be found to be illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of this
Agreement and the remainder of this Agreement shall be construed and enforced as if
said illegal or invalid provision had never been inserted herein. Neither party shall be
required to perform any services under this Agreement which would violate any law,
regulation or ruling.
4.09 Acknowledgment: In connection with our services, Plan Sponsor acknowledges that:
4.10
(a)
(b)
(c)
(d)
(e)
Provider is performing non-discretionary, ministerial administrative services
at the direction of the Plan and Plan Sponsor;
the Plan Sponsor has sole authority for making all eligibility or other benefit
determinations;
the Provider does not provide any investment advice to the Plan Sponsor with
respect to Plan assets;
the Provider will not be responsible for coordinating Participant deferrals
among the Plan and other tax favored plans which Participants may be eligible
to participant in;
in performing its services under this Agreement, Provider is entitled to rely on
any information the Plan Sponsor provides through its duly authorized
representatives. Provider is not obligated to inquire into and is not responsible
for the authenticity or accuracy of such information or the actual authority of
such person to provide it.
Hold Harmless: Provider agrees to indemnify and hold the Plan Sponsor, its officers,
employees and agents harmless from any loss, liability, claim, suit or judgment
resulting from work or acts done or omitted by Provider's officers, employees or
agents in carrying out Provider's responsibilities as set forth in this Agreement to the
proportionate extent that it results from the negligence or wrongdoing of Provider or
any of its officers, employees or agents. Provider's agreements to indemnify shall not
extend to any injury or damage which results from Provider's reliance on information
transmitted by the Plan Sponsor.
The Plan Sponsor agrees to indemnify and hold Provider, its officers, employees and
agents harmless from any loss, liability, claim, suit or judgment resulting from work
or acts done or omitted by the Plan Sponsor's officers, employees or agents in
carrying out the Plan Sponsor's responsibilities as set forth in this Agreement to the
proportionate extent that it results from the negligence or wrongdoing of the Plan
Sponsor or any of its officers, employees or agents. Plan Sponsor's agreements to
indemnify shall not extend to any injury or damage which results from Plan
Sponsor's reliance on information transmitted by the Provider.
401(a) 5
4.11
4.11
4.12
Notice: Each party will promptly provide the other with notice and copy of any
attempts to levy or attach amounts held under the Plan and/or any litigation affecting
the Plan of which it becomes aware and/or any notices or demands to be given under
this Agreement. All such notices, demands or other communications hereunder shall
be in writing and duly provided if sent certified mail, return receipt requested,
addressed to the party to be notified or upon whom a demand is being made, at the
addresses set forth in this Agreement or such other place as either party shall from
time to time designate in writing. The date of service of a notice or demand shall be
the receipt date on any certified mail receipt.
Notices to the Provider shall be sent to:
Allan Baker, Senior Vice-President
ING Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Notices to the Plan Sponsor shall be sent to:
City of Carmel
One Civic Square
Carmel, lN 46032
Attn: Director, Human Resources
Copies of Agreement: This Agreement may be executed in any number of counterpart
copies, each of which when fully executed shall be considered as an original.
Headings: Headings are for convenience of reference only. Headings do not limit or
expand the scope of the text and are not intended to emphasize any portion thereof.
401fa) 6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day and year first
above written.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
J~e~ Brainard, Presiding Officer
Lori ~ard ~ember
Date
Date
Date
ATTEST:
· Sandm M. lohn~nn~
~ )~/~puty Clerk ~or
Didna Cordray, IAMb,, Clerk-Treasurer
Date
ING LIFE INSURANCE AND ANNUITY COMPANY
By: /~ ' ~/
Printed Name: BRIAN K. HAENDIGES
Title:
VICE PRESIDENT
10/30/02
Date:
401(a) 7