HomeMy WebLinkAboutC-7467-1 - PSA for Record Keeping and Communication ServicesEmpower Retirement Services
AMENDMENT NO. 2
AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES
for
City of Newport Beach
§457 Deferred Compensation Plan
Group No. 98310-01
THIS AMENDMENT NO. 2 is entered into by and between Great -West Life & Annuity Insurance
Company ("Empower"), and/or any successor, assign or affiliate, and the City of Newport Beach
("Plan Sponsor") with respect to the administrative services to be provided by Empower to the City
of Newport Beach §457 Deferred Compensation Plan (hereinafter referred to as the "Plan").
Effective April 4, 2000, Empower and Plan Sponsor entered into the Agreement for Recordkeeping
and Communication Services ("Agreement'), under which Empower provides certain
recordkeeping and communication services for the Plan Sponsor with respect to the Plan; and
Effective January 4, 2013, Empower and Plan Sponsor amended the prior Agreement and
replaced it in its entirety with the Amended and Restated Agreement for Recordkeeping and
Communication Services §457(b) Deferred Compensation Plan Group #98310-01 and Group
#98310-02 (the "Agreement'); and
Effective June 1, 2018, Empower and Plan Sponsor amended the prior Agreement and replaced it
in its entirety with the Professional Services Agreement (the "Agreement'); and
Effective April 22, 2020, Empower and Plan Sponsor entered into Amendment No. 1 to the
Agreement ("Amendment No. 1") regarding modification of fee and revenue credit arrangement
provisions; and
Empower and Plan Sponsor agree that it is beneficial to amend the Agreement as described
below;
NOW, THEREFORE, in consideration of the covenants and conditions herein contained, and other
good and valuable consideration as herein provided, the parties amend the Agreement as follows:
Section 2. "TERM" of the Agreement shall be deleted and replaced in its entirety with the
following new provision:
"2. TERM
The effective date of this Agreement is November 1, 2020, or such later date as it has
been signed by both Plan Sponsor and Empower ("Effective Date"). The term of this
Agreement is for a period of three (3) years, from November 1, 2020 through October
31, 2023, with two (2) additional options to renew the Agreement for periods of one (1)
City of Newport Beach_457(b)_Service Agreement Amendment No. 2_98310-01_07.13.2020 Page 1
year each unless terminated in accordance with the applicable provisions of Section 29
of this Agreement."
2. Section 29. "TERMINATION" of the Agreement shall be deleted and replaced in its entirety
with the following provisions:
"29. TERMINATION
29.1 This Agreement may be terminated by either party by delivering ninety (90)
days advance written notice to the other party. Plan Sponsor directs Empower to
deduct any and all outstanding expenses and fees owed to Empower from the
Plan's trust on the termination date, unless paid by the Plan Sponsor. Plan
Sponsor agrees to amend the Plan, if necessary, to provide for the payment of
expenses from the Plan consistent with the foregoing. Upon termination of this
Agreement, Empower will cease to provide the Services. Plan Sponsor
acknowledges that after the termination of this Agreement, Plan Sponsor will be
responsible for performing all actions required to be taken with respect to the
Plan including, but not limited to: processing of contributions, loans and
distributions, and the distribution of forms to Participants. On and after the actual
date of termination of this Agreement, Empower shall have no further obligations
hereunder except as set forth in this subsection.
29.2 Upon termination of this Agreement, Empower will provide to Plan Sponsor
the deconversion and transition services set forth in Exhibit A. Schedule of
Services to the Agreement."
3. Section I.A. "Basic Annual Administration Fee" of Schedule C under Exhibit B. Schedule of
Billing Rates to the Agreement shall be deleted and replaced in its entirety with the
following new provision:
"A. Basic Plan Administration Fee
Empower will be entitled to the following annual administration fee ("Basic Plan
Administration Fee"). This fee is used, in whole or in part, for administrative services
provided by Empower as described in the Agreement. In addition, some or all of the fee
(or any other compensation, revenue, asset or source of funding available to Empower,
in Empower's sole discretion) may be used by Empower to make payments to the Plan
under a Plan Expense Account or similar arrangement, if applicable, between the Plan
Sponsor and Empower. This fee assumes that the investment option array will include
the Guaranteed Fixed Fund.
The annual fee will be payable on a quarterly basis, debited pro rata from Participant
accounts, based on the average daily balance of Plan assets during the assessment
period.
Such fee shall accrue at the beginning of each period and Participants taking a full
withdrawal prior to the processing date will be charged the fee at the time of withdrawal
based on the average daily balance of the account during the partial period:
City of Newport Beach_457(b)_Service Agreement Amendment No. 2_98310-01_07.13.2020 Page 2
0.045% (4.5 basis points) per year.
In addition, Empower and/or one or more of its affiliates may receive Fund Service
Fees in connection with the Plan."
4. Section I.C. "Participant Education" of Schedule C under Exhibit B. Schedule of Billing
Rates to the Agreement shall be deleted and replaced in its entirety with the following new
provision:
"C. Participant Education
Empower will provide support for employee enrollment and education meetings, and
will provide employee education and communications materials, including education and
planning tools through the internet.
Empower will assign representatives the equivalent of fifty-two (52) representative
days annually to provide communication and marketing services exclusively to the Plan.
Such representatives will be responsible for all group meetings and individual counseling
sessions as directed by Plan Sponsor."
5. In all other respects, the Agreement shall remain in full force and effect.
6. This Amendment No. 2 shall take effect on November 1, 2020, or such later date as this
Amendment has been signed by both the Plan Sponsor and Empower (the "Effective
Date").
IN WITNESS WHEREOF, the parties by signing this Amendment No. 2, certify that they have read
and understood it, that they agree to be bound by its terms and that they have the authority to sign
it. This Amendment No. 2 is not binding on either party until signed by both parties.
For: City of Newport Beach
Signature:
?� _--
Name: G2, Lp V � Q,
Title:
For: Great -West Life & Annuity Insurance Company
Signature:
Name: ( l V Siler
Title: 'vlrrL 1&&
Date:
APPROVED AS TO FORM:
CITYA/jT�r�ORNEY'S OFFICE
eyt _ 04 �_
ron
AaC. Harp, City Attommeey��
Date: 9 I i q) 70W
City of Newport Beach_457(b)_Service Agreement Amendment No. 2_98310-01_07.13.2020 Page 3
Important Note: Service Agreement Amendments, Pricing Change Agreements, and other contractual
documents must be duly executed by both parties prior to the effective date of the changes. Backdating
contracts or funding agreements is in violation of our corporate governance and regulatory
requirements. Changes cannot be implemented prior to the date all documents are fully executed, even
if that requires the effective date to be postponed. There are no exceptions to the rule that the effective
date must follow the date all documents are executed.
From: Customer Service
To: Nguyen, Anthony; Insurance
Cc: sagar@ebix.com
Subject: Compliance Alert -Vendor Number FV00000446
Date: Friday, March 19, 20216:05:52 PM
[EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content
is safe.
This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate
of insurance requirements. FV00000446 Empower Retirement
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.
1
t"
Empower Retirement Services
AMENDMENT NO. 1
v AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES
for
City of Newport Beach
§457 Deferred Compensation Plan
Group No. 98310-01
THIS AMENDMENT NO. 1 is entered into by and between Great -West Life & Annuity Insurance
Company ("Empower"), and/or any successor, assign or affiliate, and the City of Newport Beach
("Plan Sponsor") with respect to the administrative services to be provided by Empower to the City
of Newport Beach §457 Deferred Compensation Plan (hereinafter referred to as the "Plan").
Effective April 4, 2000, Empower and Plan Sponsor entered into the Agreement for Recordkeeping
and Communication Services ("Agreement"), under which Empower provides certain
recordkeeping and communication services for the Plan Sponsor with respect to the Plan; and
Effective January 4, 2013, Empower and Plan Sponsor amended the prior Agreement and
replaced it in its entirety with the Amended and Restated Agreement for Recordkeeping and
Communication Services §457(b) Deferred Compensation Plan Group #98310-01 and Group
#98310-02 (the "Agreement"); and
Effective June 1, 2018, Empower and Plan Sponsor amended the prior Agreement and replaced it
in its entirety with the Professional Services Agreement (the "Agreement"); and
Empower and Plan Sponsor agree that it is beneficial to amend the Agreement to modify certain
fee provisions;
NOW, THEREFORE, in consideration of the covenants and conditions herein contained, and other
good and valuable consideration as herein provided, the parties amend the Agreement as follows:
Section I.A. "Basic Plan Administration Fee" of Schedule C under Exhibit B. Schedule of
Billing Rates to the Agreement shall be deleted and replaced in its entirety with the
following new provision:
"A. Basic Plan Administration Fee
Empower will be entitled to the following annual administration fee ("Basic Plan
Administration Fee"). This fee is used, in whole or in part, for administrative services
provided by Empower as described in the Agreement. In addition, some or all of the fee (or
any other compensation, revenue, asset or source of funding available to Empower, in
Empower's sole discretion) may be used by Empower to make payments to the Plan under
a Plan Expense Account or similar arrangement, if applicable, between the Plan Sponsor
and Empower. This fee assumes that the investment option array will include the
Guaranteed Fixed Fund.
City of Newport Beach 457b Service Agreement Amendment No. 1_3.12.2020 Page 1
The annual fee will be payable on a quarterly basis, debited pro rata from Participant
accounts, based on the average daily balance of Plan assets during the assessment period.
Such fee shall accrue at the beginning of each period and Participants taking a full
withdrawal prior to the processing date will be charged the fee at the time of withdrawal
based on the average daily balance of the account during the partial period,:
0.058% (5.8 basis points) per year.
In addition, Empower and/or one or more of its affiliates may receive Fund Service Fees in
connection with the Plan."
2. Plan Sponsor hereby directs Empower to pay Revenue Credits to Participant accounts
pursuant to the attached Revenue Credit Arrangement schedule, with respect to any
Investment Option that pays service fees to Empower. Anything in the Agreement to the
contrary, or any other arrangement as to the disposition of fund service fees within the
Agreement, or any schedule, exhibit or attachment thereto, is hereby deleted in its entirety.
3. In all other respects, the Agreement shall remain in full force and effect.
4. This Amendment No. 1 shall take effect on April 22, 2020, or such later date as this
Amendment has been signed by both the Plan Sponsor and Empower (the "Effective
Date").
IN WITNESS WHEREOF, the parties by signing this Amendment No. 1, certify that they have read
and understood it, that they agree to be bound by its terms and that they have the authority to sign
it. This Amendment No. 1 is not binding on either party until signed by both parties.
For: City of Newport Beach
Signature: V 1
Name: /Grccca %. ,eVnC1
Title: (21
For: Great -West Life & Annuity Insurance Company
Signature:
Name:
Daniel A. Morrison
Title: Senior Vice President, Government Markets
City of Newport Beach 457b Service Agreement Amendment No. 1_3.12.2020
Date: O - 03 -U20
04/09/2020
Date:
APPROVED AS TO FORM:
CITY ATTORNETS OFFICE
Date•
B " "2
y_ ...._
ron C. Harp,' City Attornc
PROFESSIONAL SERVICES AGREEMENT
WITH GREAT -WEST LIFE & ANNUITY INSURANCE COMPANY
FOR RECORD KEEPING AND COMMUNICATION SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 1st day of June, 2018 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and GREAT -WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado
corporation ("Empower"), whose address is 8515 E. Orchard Road, Greenwood Village,
Colorado 80111, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Empower to provide record keeping and communication
services with respect to the City's 457(b) Deferred Compensation Plan
sponsored by Plan Sponsor, herein after defined as identified in Exhibit A
("Plan").
C. Empower possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Empower, has reviewed the
previous experience and evaluated the expertise of Empower, and desires to
retain Empower to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. DEFINITIONS
"Business Day" means any day, and only for as many hours as, the New York
Stock Exchange is open.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Participant" means an employee, former employee, participant, former
participant, beneficiary or alternate payee who is or may be entitled to participate in or
receive benefits under the plan.
"Plan Sponsor" means the City, City's designated Plan Administrator, named
fiduciaries, and other delegates of the City (other than Empower) as dictated by
Agreement.
2. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on November 1, 2020, unless terminated earlier as set forth herein.
3. SERVICES TO BE PERFORMED
3.1 Empower shall diligently perform all the services described in Exhibit A
attached hereto and incorporated herein by reference ("Services" or "Work"). City may
elect to delete certain Services within Exhibit A at its sole discretion.
3.2 In the performance of the Services, Empower will act as a non -
discretionary service provider directed by the Plan Sponsor in compliance with
applicable laws and regulations. The parties agree that the purchase and sale of
securities for the Plan, except for employer stock and unaffiliated self-directed
brokerage, will be effected through GWFS Equities, Inc., a broker/dealer affiliate of
Empower.
3.3 Plan Sponsor acknowledges that the Services are ministerial and are not
intended to involve the exercise of any discretion that would cause Empower to be a
fiduciary or Plan Administrator as defined under the Code, the Investment Advisors Act
of 1940, or state law, as applicable. Nothing in this Agreement or otherwise shall result
in Empower having any discretionary authority or responsibility for the administration of
the Plan, including management of the Plan or disposition of Plan assets. Empower
shall not render, or have any authority or responsibility to render, investment advice for
a fee or other compensation, direct or indirect, with respect to any Plan assets, except
as specifically provided for under this Agreement.
3.4 Nothing in this Agreement is intended to constitute legal or tax advice from
Empower to Plan Sponsor, or to any other party. Plan Sponsor understands that
Empower has not given and may not give legal advice. All issues should be reviewed
and discussed with Plan Sponsor's legal counsel and/or tax adviser.
3.5 By executing this Agreement, Plan Sponsor acknowledges receipt of a
written statement describing the Services to be provided, all direct and indirect
compensation reasonably expected to be received by Empower, and other related
information as required by ERISA Section 408(b)(2), reasonably in advance of the date
of such execution.
4. TIME OF PERFORMANCE
4.1 Empower shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. A material failure by Empower
to adhere to the schedule set forth in Exhibit A, uncured for sixty (60) days after written
notes by City, may result in termination of this Agreement by City.
Great -West Life & Annuity Page 2
4.2 Notwithstanding the foregoing, Empower shall not be responsible for
delays due to causes beyond Empower's reasonable control. However, in the case of
any such delay in the Services to be provided for the Plan, each party hereby agrees to
provide notice within ten (10) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
5. COMPENSATION TO EMPOWER
5.1 City shall pay Empower for the Services in accordance with the
requirements of the Plan as set forth in Exhibit B. No rate or fee changes shall be made
during the term of this Agreement without the prior written approval of City.
5.2 City shall reimburse Empower only for those costs or expenses
specifically identified in Exhibit B to this Agreement, or specifically approved in writing in
advance by City.
5.3 Empower shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Plan,
but which is not included within the scope of the Administrative Services Agreement and
which the parties did not reasonably anticipate would be necessary at the execution of
this Agreement. Compensation for any authorized Extra Work shall be paid in
accordance with the Schedule of Billing Rates as set forth in Exhibit B.
6.4 Unless Plan Sponsor provides Empower with documentation of its
exemption from taxation, Plan Sponsor will reimburse Empower for sales, use, excise,
services, consumption and other taxes or duties that Empower is required to collect
from the Plan Sponsor and which are assessed on the purchase, license and/or supply
of Services. Plan Sponsor and Empower shall each bear sole responsibility for all
taxes, assessments and other real property related levies on its owned or leased real
property, personal property (including software), franchise and privilege taxes on its
business, and taxes based on its net income or gross receipts. If applicable, Plan
Sponsor and Empower shall reasonably cooperate to more accurately determine each
party's tax liability and to minimize such liability to the extent legally permissible.
6. PLAN MANAGER
6.1 Empower shall designate a Plan Manager, who shall coordinate all phases
of the Plan. This Plan Manager shall be available to City at all reasonable times during
the Agreement term. Empower has designated its Relationship Manager to be its Plan
Manager. Empower shall not remove or reassign the Plan Manager or any personnel
listed in Exhibit A or assign any new or replacement personnel to the Plan without the
prior written consent of City. City's approval shall not be unreasonably withheld with
respect to the removal or assignment of non -key personnel.
6.2 Empower, at the sole discretion of City, shall remove from the Plan any of
its personnel assigned to the performance of Services upon written request of City.
Great -West Life & Annuity Page 3
Empower warrants that it will continuously furnish the necessary personnel to complete
the Plan on a timely basis as contemplated by this Agreement.
6.3 If Empower is performing inspection services for City, the Plan Manager
and any other assigned staff shall be equipped with a cellular phone to communicate
with City staff. The Plan Manager's cellular phone number shall be provided to City.
7. ADMINISTRATION
This Agreement will be administered by the Human Resources Department.
City's Human Resources Director or designee ("Plan Administrator") and shall have the
authority to act for City under this Agreement. The Plan Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
8. CITY'S RESPONSIBILITIES
Plan Sponsor acknowledges that Empower cannot effectively perform the
Services without Plan Sponsor's cooperation. Accordingly, Plan Sponsor acknowledges
and agrees that it will fulfill the following duties and obligations.
8.1. Plan Administrator. Plan Sponsor, a designated employee or committee, or
a third party retained by Plan Sponsor or named in the Plan (other than Empower or
one of its affiliates) will be the "plan administrator" and "named fiduciary" as defined by
applicable law.
8.2. Provision of Information. Plan Sponsor or its designee, including any third
parties retained by or on behalf of the Plan or Plan Sponsor, will provide all information
necessary for Empower to perform the Services in a manner and format that does not
require manual intervention or manipulation by Empower. Plan Sponsor acknowledges
and agrees that Empower shall not bear any responsibility for any penalties or other
costs incurred as a result of Plan Sponsor's failure to provide such information in a
timely manner. Plan Sponsor agrees that Empower shall be entitled to fully rely upon
the accuracy and completeness of information Plan Sponsor submits and that Empower
shall have no duty or responsibility to verify such information. If, as a result of incorrect
or incomplete information furnished by Plan Sponsor, it becomes necessary to repeat
any calculation or service, complete any new forms or revise any completed forms,
Empower reserves the right to charge an additional fee. Each party agrees to bear its
own interconnect transmission costs and is solely responsible for its own acts and
omissions relating to transmitting, receiving, storing and handling documents and
information, including the maintenance of all equipment, software and testing necessary
to effectively, reliably and securely send and receive such documents and information.
8.3. Remitting Contributions and Allocation Instructions. Plan Sponsor agrees
that it is solely responsible for collecting and remitting all initial and recurring
contributions and loan repayments to Empower electronically via Empower's plan
sponsor website, or another mutually agreed-upon manner within the time prescribed by
applicable law. Plan Sponsor acknowledges that Empower is not responsible for
Great -West Life & Annuity Page 4
monitoring the amount and/or timeliness of such contributions and loan repayments. In
the event that a Plan Participant does not elect investment options, Plan Sponsor
directs Empower to invest the contribution in the default investment option under the
Plan at the time the contribution is received.
8.4. Plan Document and Compliance Responsibilities. Plan Sponsor has the
sole responsibility to ensure that the Plan documents are accurate and complete and
that the Plan is being operated in accordance with its terms and applicable law. Plan
Sponsor shall provide Empower with a signed copy of the Plan document and all
amendments to the Plan document within thirty (30) days after such document and/or
amendment is adopted. Plan Sponsor acknowledges that it is responsible for reviewing
the accuracy and completeness of all Plan document services performed by Empower,
if any. Plan Sponsor is solely responsible for ensuring that a Plan is qualified under the
Code.
8.5. Investment Options. Plan Sponsor is responsible for the selection of all
investment options made available under the Plan ("Investment Options") based on
Plan Sponsor's independent evaluation, or that of its registered investment advisor,
consultant, broker or other agent, as applicable. Plan Sponsor must notify Empower in
writing of the Investment Options intended to be serviced by Empower and such
Investment Option services are only provided as agreed upon by Empower and may be
subject to certain limitations or conditions. Plan Sponsor acknowledges that Empower
or its affiliates may receive fees from mutual fund families or other Investment Option
sponsors or their affiliates for providing certain administrative or other services thereto
("Fund Service Fees"). Plan Sponsor may request additional information regarding
such fees at any time. If the provider of an Investment Option causes an Investment
Option to become unavailable, Empower will notify Plan Sponsor as soon as practicable
after the Investment Option Sponsor notifies Empower. Plan Sponsor acknowledges
that the SEC requires mutual fund companies to establish procedures to prevent market
timing and excessive trading. Plan Sponsor agrees to adhere to the terms and
conditions of such procedures included with this Agreement, as amended from time to
time.
8.6. Payment of Plan Expenses. Plan Sponsor may direct Empower in writing
to deduct Plan expenses from the Plan to the extent Plan Sponsor has determined that
deduction is specifically allowed by the Plan document and applicable law, and to remit
to the party designated by the Plan Sponsor.
8.7. Direction by Plan Sponsor. In performing the Services, Empower is acting
at the direction of the Plan Sponsor or other named fiduciary of the Plan. Plan Sponsor
agrees to provide direction in a manner reasonably requested by Empower, and
Empower may rely upon any such direction, whether provided electronically or in
writing, by a person that Empower reasonably believes to be authorized to act on behalf
of the Plan Sponsor or other named fiduciary. Plan Sponsor agrees that all services
and procedures to be followed by Empower as set forth in any service profile, summary
plan description, administrative form or other similar document will constitute direction
Great -West Life & Annuity Page 5
by the Plan Sponsor to Empower, unless Plan Sponsor indicates otherwise. Plan
Sponsor specifically intends that Empower will have no discretionary authority with
respect to such "deemed" approved transactions, and that Empower's responsibility is
limited solely to confirming it has been provided in good order and in accordance with
the procedure.
8.8. Electronic Delivery. Empower will deliver plan -related documents to
Participants under this Agreement in an electronic manner, to the extent available,
including the following:
a. Quarterly benefit statements will be posted to the participant website after
quarter end. Participants will receive an annual notice advising them of the
availability of the quarterly statement on the participant website and the right to
receive a paper copy of the statement.
b. Plan notices to be delivered by Empower will be delivered via email to the
Participant's work utilized email address as provided to Empower by the Plan
Sponsor or, if the Participant has affirmatively elected on the participant website,
to the email address provided by the Participant or, if neither, via regular mail.
By providing Empower with a Participant's work utilized email address, the Plan
Sponsor confirms that delivery of plan -related documents to such work utilized email
address satisfies the Department of Labor's regulations (§2520.104b-1) regarding
electronic delivery of plan -related documents.
Participants may elect on the participant website or by contacting an Empower
customer services representative to receive quarterly statements and plan notices via
regular mail at any time.
8.9. Error Correction. If Empower makes an Investment Option transaction
error, Empower will, within a reasonable time of being notified of discovery of such error
and at its own expense, retroactively correct the error by putting the Participant back in
the financial position where the Participant would have been had the error not occurred.
In the case of other Empower errors, Empower will, within a reasonable time after being
notified of or discovering such error, notify the Plan Sponsor and, as authorized by Plan
Sponsor, take commercially reasonable steps consistent with Internal Revenue Service,
Department of Labor and other agency guidelines, where applicable, to correct such
error. Empower will have no liability for an error or mistake caused by acts or omissions
of the Plan Sponsor, Participants or any other third party. If a correction is made at
Empower's expense and results in a net loss, Empower will bear the loss. However, if
the correction results in an unintended net gain, Empower will retain the gain as
compensation for services provided to the Plan and to defray costs of servicing the Plan
including offsetting net losses as described above.
8.10 Disclosure. Plan Sponsor agrees to comply with all of its notice and
disclosure responsibilities under applicable law.
Great -West Life & Annuity Page 6
8.11 Review of Reports. Plan Sponsor and Participants are responsible for
reviewing and monitoring reports made available by Empower (whether provided
electronically, by posting on an Empower website, or otherwise) regarding Plan activity,
transactions and investments to verify that the investments indicated in the reports
properly reflect the investment directions provided by the Plan Sponsor or the
investment elections made by Participants, as applicable. Empower's performance of
its obligations under this Agreement shall be conclusively presumed to be accurate
unless Plan Sponsor or a Participant provides Empower with proper notice of
discrepancies.
9. STANDARD OF CARE
9.1 All of the Services shall be performed by Empower or under Empower's
supervision. Empower represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional standards
applicable to a non -discretionary, non -fiduciary recordkeeper in the employee benefits
recordkeeping industry. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one (1) or
more first-class non -discretionary, non -fiduciary recordkeeper in the employee benefits
recordkeeping industry performing similar work under similar circumstances. All
Services shall be performed by qualified and experienced personnel who are not
employed by City. By delivery of Services, Empower certifies that the Services conform
to the requirements of this Agreement, all applicable federal, state and local laws, and
the highest professional standard.
9.2 Empower represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Empower to practice its profession. Empower shall maintain a City of
Newport Beach business license during the term of this Agreement.
10. HOLD HARMLESS
10.1 To the fullest extent permitted by law, Empower shall indemnify, pay the
cost of defending and hold harmless City, its City Council, boards and commissions,
officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from
and against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes of
action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
(including, without limitation, attorneys' fees, disbursements and court costs) of every
kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may
arise from or in any manner relate (directly or indirectly) to any breach of the terms and
conditions of this Agreement, any Work performed or Services provided under this
Agreement including, without limitation, defects in workmanship or materials or
Great -West Life & Annuity Page 7
Empower's presence or activities conducted on the Plan (including the negligent,
reckless, and/or willful acts, errors and/or omissions of Empower, its principals, officers,
agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed
directly or indirectly by any of them or for whose acts they may be liable, or any or all of
them). Notwithstanding anything to the contrary herein, Empower shall not be liable to
Plan Sponsor for any damages resulting from: 1) any acts or omissions undertaken at
the direction of the Plan Sponsor or any authorized agent thereof; 2) any direction of
any third party expressly authorized by Plan Sponsor to provide services relating to the
Plan, including but not limited to prior service providers, investment advisors, or any
authorized agent thereof; or 3) any non -negligent or non -reckless performance of the
Services that is in strict compliance with the terms of this Agreement.
10.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Empower to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Empower.
10.3 Plan Sponsor acknowledges that Empower and its directors, officers,
employees and authorized representatives are not responsible for the investment
performance of any Investment Options under the Plan.
10.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFIT) EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. INDEPENDENT CONTRACTOR
It is understood that City retains Empower on an independent contractor basis
and Empower is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Empower, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Empower or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Empower or any of Empower's employees or agents, to be the agents or employees of
City. Empower shall have the responsibility for and control over the means of
performing the Work, provided that Empower is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Empower as to the details of the performance of the Work or to exercise a measure of
control over Empower shall mean only that Empower shall follow the desires of City with
respect to the results of the Services.
Great -West Life & Annuity Page 8
12. COOPERATION
Empower agrees to work closely and cooperate fully with City's designated Plan
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Empower on the Plan.
13. CITY POLICY
Empower shall discuss and review all matters relating to policy and Plan direction
with City's Plan Administrator in advance of all critical decision points in order to ensure
the Plan proceeds in a manner consistent with City goals and policies.
14. PROGRESS
Empower is responsible for keeping the Plan Administrator informed on a regular
basis regarding the status and progress of the Plan, activities performed and planned,
and any meetings that have been scheduled or are desired.
15. INSURANCE
Without limiting Empower's indemnification of City, and prior to commencement
of Work, Empower shall obtain, procure and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance coverage reasonably appropriate to the Services provided, terms and
conditions described in the Insurance Requirements attached hereto as Exhibit C, and
incorporated herein by reference.
16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Empower, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Empower is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
the control of Empower.
17. CONFIDENTIALITY
17.1 All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information or as
otherwise required by law.
17.2 In order to perform the Services, both parties may have access to certain
information of the other party, including, without limitation, trade secrets, commercial
and competitively sensitive information of the party related to business methods or
Great -West Life & Annuity Page 9
practices, and proprietary software or websites of the party ("Confidential Information").
For the purpose of clarity, any software or website owned, licensed, or made available
by Empower ("Empower Software") is Confidential Information of Empower. The parties
mutually agree to hold all Confidential Information of the other party in confidence and
not to disclose any Confidential Information of the other party to anyone except the
parties' affiliates, suppliers, and respective personnel in connection with the
performance or receipt of Services hereunder or as directed or approved by the other
party or its agents. Confidential Information does not include: information that is
otherwise in the public domain through no action of the non -disclosing party, information
that is acquired by a party from a person other than the other party or its agents without
any obligation of confidentiality; or information that is independently developed by a
party without reference to the Confidential Information of the other party.
17.3. In the event a party is required to make a legally required disclosure of the
other party's Confidential Information, such party shall notify the other party of the
disclosure as soon as reasonably practicable and shall cooperate with any efforts by
such party to obtain protective treatment of such Confidential Information to the extent
permitted by law. The foregoing shall not apply to broad-based regulatory examinations
associated with a party's general business or operations, to disclosures made in
conjunction with a law enforcement investigation, or where notice is prohibited by law.
18. PRIVACY AND DATA SECURITY
18.1 Empower and Plan Sponsor agree to maintain and hold in confidence all
Nonpublic Personal Information received in connection with the performance of
Services under this Agreement ("NPI"). Empower and Plan Sponsor agree that their
collection, use and disclosure of any and all NPI is and will be at all times conducted in
compliance with all applicable data protection and/or privacy laws, rules and/or
regulations. NPI includes personally identifiable financial information as defined by Title
V of the Gramm -Leach -Bliley Act. Plan Sponsor authorizes Empower to disclose NPI to
its affiliates, service providers, and to other Plan service providers, in accordance with
Empower's Privacy Notice, a copy of which is attached to this Agreement.
18.2 The parties will use best efforts to secure NPI through the use of
appropriate physical and logical security measures, and will take all commercially
reasonable organizational and technical steps to protect against unlawful and
unauthorized processing of NPI. For purposes of this section, NPI includes user
credentials, passwords, and other authentication data that enables Plan Sponsor, its
authorized agents, or Participants to access Empower Software. The parties will
promptly notify the other in the event of (i) any breach of the party's security measures
that results in unauthorized access to NPI; (ii) the consequences of the breach; and (iii)
the corrective action taken to remedy the breach.
18.3 Upon request, Empower will provide Plan Sponsor or its designated agent
with information (which may include NPI) received from or in relation to Participants in
connection with the performance of services under this Agreement including recorded
phone calls and written and electronic correspondence. To the extent Plan Sponsor
Great -West Life & Annuity Page 10
requests such information, Plan Sponsor agrees to indemnify Empower and to waive,
absolve and forfeit any claims against Empower for providing such information to the
Plan Sponsor or its designated agent.
18.4 For purposes of Rule 14(b)-1 and Rule 14(b)-2 of the Securities Exchange
Act of 1934, as amended from time to time, Plan Sponsor authorizes Empower, and/or
its affiliates and services providers, to provide the name, address and share position of
the Plan with respect to any class of securities registered under the Investment
Company Act of 1940 when requested by such SEC registrant for purposes of
shareholder meetings. The above -referenced rules prohibit the requesting SEC
registrant from using the Plan's name and address for any purpose other than corporate
communications of the type contemplated under the rules.
19. BUSINESS CONTINUITY AND DISASTER RECOVERY
19.1 Empower will maintain business continuity and disaster recovery
procedures to address the security, integrity and availability of the technology,
operational, financial, human and other resources required to provide the Services.
Such procedures shall be designed to enable Empower to continue to perform mission -
critical Services in the event of a natural disaster or other interruption of normal
business operations. Further, Empower agrees to review and test such disaster
recovery procedures at least once annually. Upon request by the Plan Sponsor,
Empower will provide a written summary of its then -current policies, procedures or
programs, including an overview of recent business continuity exercise results.
19.2 GWFS Equities, Inc.'s current Business Continuity Plans Notice is
attached to this Agreement. By executing this Agreement, Plan Sponsor acknowledges
receipt of this Notice
20. OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY INDEMNITY
20.1 Empower shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement or alleged infringement of any United States' letters patent, trademark, or
copyright, including costs, contained in any Plan Sponsor materials, Empower materials
or Empower software provided under this Agreement.
20.2 As between the parties hereto, excluding the Empower Materials (as
defined below), Plan Sponsor shall own materials, trademarks, trade names, logos,
trade dress, and other Confidential Information provided or made accessible by Plan
Sponsor to Empower in providing the Services (collectively, the "Plan Sponsor
Materials"). Plan Sponsor Materials do not include data and information in the form
maintained by Empower or supplied to Plan Sponsor by Empower. Plan Sponsor
grants to Empower a nonexclusive, nontransferable and non-sublicensable license to
use Plan Sponsor Materials in connection with its provision of the Services. All rights
with respect to the Plan Sponsor Materials not specifically granted hereunder are
reserved by Plan Sponsor.
Great -West Life & Annuity Page 11
20.3 As between the parties hereto, Empower and its affiliates shall own all
materials, documentation, user guides, forms, templates, business methods,
trademarks, trade names, logos, websites, Empower Software, technology, computer
codes, domain names, text, graphics, photographs, artwork, interfaces, and other
information or material provided by Empower or its affiliates hereunder (collectively, the
"Empower Materials"). Empower grants to Plan Sponsor and Participants (as
applicable) a nonexclusive, non -transferable and non-sublicensable license to use the
Empower Materials during the term of the Agreement solely for purposes of using
Empower's Services hereunder and subject to the terms and conditions set forth in this
Agreement and any terms of use associated with Empower Software. City shall have
the right to use the Empower materials intended by Empower without further
compensation to Empower or any other party during the term of this Agreement. All
rights with respect to the Empower Materials not specifically granted hereunder are
reserved by Empower.
21. RECORDS
21.1 Empower shall keep records and invoices in connection with the Services
to be performed under this Agreement. Empower shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Empower under this Agreement. All such records and invoices shall be clearly
identifiable. Upon thirty (30) days advance notice, Empower shall allow a
representative of City to examine, audit and make transcripts or copies of such records
and invoices during regular business hours, which shall not exceed more than forty (40)
hours or once per year. Empower shall allow inspection of all Work, data, Documents,
proceedings and activities related to the Agreement for a period of three (3) years from
the date of final payment to Empower under this Agreement. Any audit support after the
date of termination shall be provided at Empower's then -current hourly rates.
21.2 Empower shall retain all records in its custody and control that are
pertinent to performance under this Agreement in accordance with its record retention
policy and as required by law. Subject to the foregoing, each party agrees to return or
destroy the other party's Confidential Information and NPI once it is no longer required
for the purpose of performing or receiving the Services, provided that the parties are not
obligated to destroy copies of Confidential Information or NPI that must be retained for
audit, legal or regulatory purposes, or is stored in non -readily accessible electronic
format, such as on archival systems.
21.3 Each year upon the request of Plan Sponsor, Empower will provide Plan
Sponsor with a copy of the review performed by Empower's external auditors under the
"Statement of Standards for Attestation Engagements Number 18, Attestation
Standards: Clarification and Recodification" of the American Institute of Certified Public
Accountants (SSAE18) SOC 1, or any new or replacement standard or protocol
established by the American Institute of Certified Public Accountants.
Great -West Life & Annuity Page 12
22. WITHHOLDINGS
City may withhold payment to Empower of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Empower shall not
discontinue Work as a result of such withholding provided that City uses diligent good
faith efforts to resolve the dispute as quickly as possible. Empower shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Empower shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
23. DISPUTE RESOLUTION
The parties shall engage in reasonable and good faith discussions to resolve any
dispute arising out of or relating to this Agreement. If the parties are unable to agree
between themselves, the parties will submit the dispute to non-binding mediation
conducted by a private mediator agree to by both parties. If the parties cannot agree on
a mediator, the mediator may be selected by a nationally recognized, independent
arbitration or mediation organization to which the parties mutually agree. The costs of
mediation shall be borne equally by the parties, and each party shall pay its own
expenses. If the parties are unable to resolve the dispute through non-binding
mediation, either party may initiate litigation; provided, however, that if one party
requests mediation and the other party rejects the proposal or refuses to participate, the
requesting party may initiate litigation before the expiration of the above period.
24. ERRORS AND OMISSIONS AND ERROR CORRECTION
24.1 If Empower makes an Investment Option transaction error, and it is
brought to Empower's attention in a timely manner, Empower will, at its own expense,
retroactively correct the error by putting the Participant back in the financial position
where the Participant would have been had the error not occurred. In the case of other
Empower errors, Empower will, within a reasonable time after being notified of or
discovering such error, notify the Plan Sponsor and, as authorized by Plan Sponsor,
take commercially reasonable steps consistent with Internal Revenue Service,
Department of Labor and other agency guidelines, where applicable, to correct such
error. Empower will have no liability for an error or mistake caused by acts or omissions
of the Plan Sponsor, Participants or any other third party. If a correction is made at
Empower's expense and results in a net loss, Empower will bear the loss. However, if
the correction results in an unintended net gain, Empower will retain the gain as
compensation for services provided to the Plan and to defray costs of servicing the Plan
including offsetting net losses as described above.
24.2 In the event of errors or omissions that are due to the negligence or
professional inexperience of Empower which result in expense to City greater than what
would have resulted if there were not errors or omissions in the Work accomplished by
Great -West Life & Annuity Page 13
Empower, the additional design, construction and/or restoration expense shall be borne
by Empower. Nothing in this Section is intended to limit City's rights under the law or
any other sections of this Agreement.
25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants in connection with the Plan.
26. CONFLICTS OF INTEREST
26.1 Empower or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
26.2 If subject to the Act, Empower shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate termination
of this Agreement by City. Empower shall indemnify and hold harmless City for any and
all claims for damages resulting from Empower's violation of this Section.
27. NOTICES
27.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided, or by other mutually agreed upon
electronic means.
27.2 All notices, demands, requests or approvals from Empower to City shall
be addressed to City at:
Attn: Human Resources Director
Human Resources
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
27.3 All notices, demands, requests or approvals from City to Empower shall
be addressed to Empower at:
Attn: Legal Department
Empower Retirement
8515 E. Orchard Road
Greenwood Village, CO 80111
Great -West Life & Annuity Page 14
28. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Empower shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement. Empower's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Empower in writing as unsettled at the time of its final request for payment.
Empower and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Empower shall be required to file any claim Empower may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
29. TERMINATION
31.1 This Agreement may be terminated by either party by delivering ninety
(90) days advance written notice to the other party. Plan Sponsor directs Empower to
deduct any and all outstanding expenses and fees owed to Empower from the Plan's
trust on the termination date, unless paid by the Plan Sponsor. Plan Sponsor agrees to
amend the Plan, if necessary, to provide for the payment of expenses from the Plan
consistent with the foregoing. Upon termination of this Agreement, Empower will cease
to provide the Services. Plan Sponsor acknowledges that after the termination of this
Agreement, Plan Sponsor will be responsible for performing all actions required to be
taken with respect to the Plan including, but not limited to: processing of contributions,
loans and distributions, and the distribution of forms to Participants. On and after the
actual date of termination of this Agreement, Empower shall have no further obligations
hereunder except as set forth in this subsection.
31.2 Upon termination of this Agreement, Empower will provide to Plan
Sponsor the deconversion and transition services set forth in Exhibit A.
30. STANDARD PROVISIONS
30.1 Recitals. City and Empower acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
30.2 Compliance with all Laws. Empower shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Services performed by Empower shall conform to all applicable
laws, rules, regulations and permit requirements and be subject to approval of the Plan
Administrator and City.
30.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
Great -West Life & Annuity Page 15
30.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
30.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Administrative Services Agreement or
any other attachments attached hereto, the terms of this Agreement shall govern.
30.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
30.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Empower and City and approved as to form by the
City Attorney.
30.8 Force Majeure. Neither Empower nor Plan Sponsor shall be liable to the
other for any and all losses, damages, costs, charges, counsel fees, payments,
expenses or liability due to delay or interruption in performing its obligations hereunder,
and without the fault or negligence of such party, due to causes or conditions beyond its
control, including, without limitation, labor disputes, riots, war and war -like operations
including acts of terrorism, epidemics, explosions, sabotage, acts of God, civil
disturbance, governmental restriction, transportation problems, failure of power or other
utilities including phones, internet disruptions, fire or other casualty, natural disasters, or
disruptions in orderly trading on any relevant exchange or market, or any other cause
that is beyond the reasonable control of either party.
30.9 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
30.10 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
30.11 Equal Opportunity Employment. Empower represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
30.12 Unclaimed Property. With respect to any checks issued from Plan assets
during the term of this Agreement, Plan Sponsor directs Empower to follow state
unclaimed property regulations and escheat such assets to the Plan's or the
Great -West Life & Annuity Page 16
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
Aar n C. Harp► �''s•�
City Attorney
ATTEST:
Date: 1S
r �
1i / L1��1. 1!l
:.
City Clerk
U
af,W
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: "% 'L- a
By:
Dave K'
City Manager
CONSULTANT: GREAT -WEST LIFE &
ANNUITY INSURANCE COMPANY,
a Colorado corporation
Date:
By:
Daniel A. Morrison
Senior Vice President Government
Markets
Date:'
[END OF SIGNATURES]
Attachments: Exhibit A — Schedule of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Great -West Life & Annuity Page 18
Participant's state of residence based on Empower's records. However, Plan Sponsor
may direct Empower, in writing, to treat the Plan's uncashed checks in a different
manner. Plan Sponsor is solely responsible for determining the appropriate handling of
uncashed checks and any unclaimed property under the applicable federal and state
laws including the determination and handling of amounts related to lost Participants.
30.13 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
30.14 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Great -West Life & Annuity Page 17
EXHIBIT A
SCHEDULE OF SERVICES
Great -West Life & Annuity Page A-1
EMPOWER
RETIREMENT -
SCHEDULE A
List of Plans
1. City of Newport Beach Deferred Compensation Plan (°457(b) Plan")
Group No. 98310-01
City of Newport Beads 457(b) Administrative Services Agreement 98310-01 _W. 18.17 15
EMPOWER
RETIREMENT -
SCHEDULE B
Services Schedule
to the Administrative Services Agreement
for the 457(b) Plan
I. PIAN INVESTMENT OPTIONS
A. Selection of Investment Options
In addition to the sole responsibility for the selection of the Investment Options to be made
available under the Plan, Plan Sponsor will also designate one of the Investment Options available
to be the "default" investment, in which any contribution or other amount credited under the Plan for
which neither the Participant nor the Plan Sponsor has provided Empower with investment directions
in good order will be invested. Plan Sponsor may designate a default option(s) for Participant
contributions and also designate a second default option for employer contributions. If applicable, it
is the Plan Sponsor's responsibility to select a default investments) that meets the requirements of a
Qualified Default Investment Alternative under Section 404(c)(5) of the ERISA. Plan Sponsor will
notify Empower in writing of any changes to such Investment Options or the default investment
fund(s), and the parties will agree upon a process for the transfer of assets and investment elections,
if applicable, from prior Investment Options to new Investment Options.
Plan Sponsor directs Empower and its affiliates, as applicable, to cause all dividends, capital gain
distributions, interest or other earnings paid by an Investment Option under the Plan to be reinvested
in such Investment Option unless directed otherwise by the Plan Sponsor.
B. Information Regarding Investment Options
Plan Sponsor directs Empower to obtain, or cause its designee to obtain, all necessary
information (including but not limited to valuation, performance, prospectuses and other investment
information) regarding any Investment Option available under the Plan from any third parties
representing such Investment Options ("Investment Option Sponsor(s)"). Plan Sponsor
acknowledges that prospectuses for the Investment Options, as applicable, will be made available
electronically through one or more websites maintained by Empower or its affiliates. In the event an
Investment Option Sponsor does not provide all necessary information and Empower agrees, Plan
Sponsor will arrange to provide Empower or its designee, or cause Empower or its designee to be
provided, the necessary information regarding said Investment Option. In no event will Empower be
responsible for the accuracy of any such information provided to Empower or its designee regarding
any Investment Option, and Empower or its designee will have no duty or obligation to question,
confirm or independently verify any such information.
C. Investment Option Changes
Plan Sponsor may replace the Investment Options at any time, subject to applicable notice
requirements. If any Investment Option is terminated by the investment provider, and Plan Sponsor
wishes to replace the terminated option, Plan Sponsor agrees to replace the terminated option with
an available fund from any fund company that currently has, or will enter into, a trading agreement
with Empower.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 16
V
EMPOWER
RETIREMENT'"
D. Self -Directed Brokerage Account
A Self -Directed Brokerage ("SDB") account shall be made available to Participants, provided Plan
Sponsor executes all required Empower and SDB provider documents. Plan Sponsor acknowledges
that the SDB shall be administered in accordance with procedures provided by Empower, and that
the core investment minimum shall be greater of $2,500 or 50% of the core account balance, the
initial transfer minimum shall be $1,000, and the subsequent transfer minimum shall be $1,000, as
described in the SDB policies and procedures.
II. RECORDKEEPING AND ADMINISTRATION SERVICES
A. Enrollment
Based on information provided by the Plan Sponsor or its designee, Empower will enroll
Participants in the Plan in a manner mutually agreed upon by Empower and the Plan Sponsor. If the
Plan so provides, at the direction of the Plan Sponsor, Empower will administer an automatic
enrollment and/or an automatic increase feature that will enroll eligible employees and, if applicable,
increase employee deferral rates unless they elect otherwise.
1. Eligibility Determination
Plan Sponsor directs Empower to determine employee eligibility as directed by the Plan
Sponsor and through Plan Sponsor provided information and criteria, and to generate and issue
a Personal Identification Number ("PIN") to every eligible employee for enrollment. Plan
Sponsor agrees to notify Empower at least thirty (30) days prior to any change in the Plan's
eligibility requirements. Empower may discontinue this service if the Plan's new eligibility
requirements are incompatible with Empower's recordkeeping system requirements.
2. Online Enrollment
Plan Sponsor directs Empower to allow online enrollment. Once the Payroll Data
Interchange ("PDI") file is transmitted, Plan Sponsor directs Empower to issue a PIN to every
eligible employee allowing enrollment in the Plan through the website or the voice response unit
("VRU").
B. Deferral Processing If Plan Sponsor provides Empower at implementation with an
electronic employee data feed of all the Participant deferral amounts/percentages or full PDI file,
Plan Sponsor directs and authorizes Empower to allow Participants to update their deferral
elections via the website and VRU. Empower will forward updated deferral information to Plan
Sponsor according to the schedule elected by Plan Sponsor. In order to receive this service, the
Plan must allow for Participants to make 457(b) regular catch-up contributions.
C. Establishment of Participant Accounts
Empower shall establish and maintain an account for each Participant Each account record shall
consist of the Participant's name, Social Security number, address, date of birth, telephone number
and such other information as may be required from time to time for administration of the Plan.
If the Plan allows for Roth after-tax contributions, Empower will maintain an accounting of the
contributions and eamings in separate accounts. Amounts distributed from Roth accounts will be
made and tax reported pursuant to the applicable provisions of this Agreement.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 17
V
EMPOWER
RETIREMENT"
D. Beneficiary Recordkeeping
Plan Sponsor affirms that the Plan allows web -initiated beneficiary designations. Plan Sponsor
directs and authorizes Empower to accept, maintain and file, without Plan Sponsor's further
approval, beneficiary designations received by Empower in good order and in a manner acceptable
to Empower. Upon request, Plan Sponsor agrees to provide Empower with any and all beneficiary
information filed with the Plan by Participants prior to the Effective Date.
Plan Sponsor shall provide Empower with directions regarding any Plan requirements as to
spousal consent for beneficiary designations. If there are any such requirements, Plan Sponsor
directs Empower to rely on the marital status specified by the Participant on the beneficiary
designation form, and to obtain spousal consent, when applicable. If a beneficiary designation
requires spousal consent, such designation may be made only by paper form.
E. Beneficiary Confirmation for Death Benefit Claims
Plan Sponsor directs and authorizes Empower to process, without Plan Sponsor's further
approval, death benefit claim forms received in good order from beneficiaries under the Plan.
Empower is directed to determine a Participant's beneficiary pursuant to the most recent beneficiary
designation available to Empower. If a Participant has not designated a beneficiary, or if no
designated beneficiary survives the Participant, Plan Sponsor directs Empower to forward the claim
to Plan Sponsor to determine the beneficiary before processing the distribution.
Death benefit claim forms submitted without complete information or without a certified copy of
the deceased Participant's death certificate or other required documentation will not be processed,
and the claimant will be notified of the deficiency. Processing will continue once Empower receives
all required information and documentation in good order. Claimants determined not to be
beneficiaries will be notified that their claims have been rejected.
Plan Sponsor agrees to make determinations with respect to any competing or other questionable
death benefit claims. Plan Sponsor and Empower will jointly develop procedures and
communications for reviewing and processing death benefit claim forms and for handling claims to
the extent spousal consentiregistered domestic partner consent applies.
In order to receive this service, Plan Sponsor must also utilize Empower's beneficiary
recordkeeping and vesting tracking services, if applicable. This service shall commence following
completion of initial beneficiary solicitation.
F. Receipt and Investment of Contributions
Empower will credit contributions for allocation to Participant accounts in accordance with
directions from the Plan Sponsor and as set forth below. Empower will allocate or otherwise apply
forfeitures under the Plan accounts, if any, as directed by the Plan Sponsor. Empower will pass
directions to invest such contributions, and to execute appropriate transactions related to forfeitures,
to the Plan trustee or custodian in accordance with investment directions of the Plan Sponsor.
Instructions of the Plan Sponsor with respect to contributions may include directions to invest
Participant accounts in accordance with Participant investment directions.
1. Contribution Method and Timing
a) Contributions Funded via ACH
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Contributions processed directly online to Empower's recordkeeping system with ACH
funding by 12:00 midnight Mountain Time (2:00 am Eastern Time) will be allocated
effective the next Business Day, at that Business Day's net asset / unit values. Funds
must be sent via ACH within Empowers plan sponsor web site functionality.
b) Contributions Sent via Check or Wire
Contributions, including both complete and accurate records and the funds (via wire or
check), received by Empower during any Business Day will be allocated effective that
Business Day, at that Business Day's unit value. Contributions not received by Empower
during a Business Day will be allocated effective the next Business Day.
2. Monitoring the Deferral Limits
Unless otherwise requested, Empower will monitor Participants' total deferrals under the
Plan for the calendar year and provide warning messages for payroll contributions processed
within the Plan Service Center (PSC). However, it is the Plan Sponsor's responsibility to ensure
that the applicable limits) for the Plan are not exceeded. Any distributions requested by the Plan
Sponsor to correct excess deferrals will be appropriately tax reported.
Empower will provide assistance to Participants in calculating special catch-up
contributions. Plan Sponsor acknowledges that Participants are fully responsible for the accuracy
of these calculations.
G. Investment Transfers of Existing Assets
Empower or its designee will process investment transfers or exchanges, as applicable, in
accordance with customary processing standards, subject to any limitations imposed by the
available Investment Options under the Plan or Investment Option Sponsors, and in accordance with
the investment directions of the Plan Sponsor, which may include direction to invest in accordance
with Participant directions. Empower will pass to the Plan trustee or custodian directions to execute
the appropriate corresponding transactions involving the assets of the Plan's trust.
Requests for Participant -initiated transfers between Investment Options will be processed and
effective the Business Day they are received by Empower. Any transfer request not received by
Empower during a Business Day will be processed and effective the next Business Day, or such
earlier time as may be required in order to comply with applicable law.
1. Market Timing and Excessive Trading
Plan Sponsor acknowledges receipt of, and agrees to adhere to the terms and conditions of,
the Procedures for Complying with Fund Company Market Timing and Excessive Trading
Policies exhibit, attached to this Agreement.
H. Distributions
Empower will make payments to Participants pursuant to complete payment instructions and the
Plan Sponsor's directions received in good order and will debit Participant accounts
accordingly. For the purposes of this Agreement, "complete payment directions" means that all
required information on the Participant request form, whether paper or online, has been completed,
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 19
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including all required signatures or authorizations, and that Empower has completed its review of the
request in accordance with the terns of this Agreement.
Plan Sponsor agrees to provide a signature authorization or signatureless authorization for all
distribution requests allowed under the Plan, including but not limited to unforeseeable emergency
distributions, alternate payee distributions and beneficiary distributions. Empower reserves the right
to charge an additional fee for services related to distributions to non-resident aliens and other
distributions outside the ordinary course of plan administration.
I. Tax Withholding and Reporting of Distributions
Plan Sponsor appoints Empower or its designee as its agent to perform income tax withholding
and reporting for all distributions Empower processes and to collect and remit state documentary
stamp or similar taxes on all loans Empower processes to the extent applicable. Plan Sponsor
agrees to provide all information needed by Empower to perform these services. Empower or its
designee shall deposit the income tax withheld with the Internal Revenue Service ("IRS") and other
appropriate governmental entities, as applicable, on or before the applicable due dates for such
remittances. Empower will complete necessary tax reporting forms for distributions it processes, file
the tax reporting forms with the IRS or other governmental authority, as applicable, and send copies
to the distributee. Distributions to a person subject to reporting and withholding rules that differ from
those applicable to United States residents will be subject to withholding applicable to non-resident
aliens unless otherwise directed by the Plan Sponsor.
With respect to Plan- or Plan Sponsor -initiated distributions or rollovers, Plan Sponsor directs
Empower to rely upon the information on Empower's recordkeeping system for purposes of tax
reporting and withholding, and to treat payees with U.S. addresses as U.S. persons and payees
with foreign addresses as foreign persons. Plan Sponsor certifies that such information is
accurate and compliant with the Foreign Account Tax Compliance Act (FATCA) and the Code,
and that required documentation supporting such information has been collected by Plan
Sponsor.
J. Code Section 402(f) Notice
Empower shall provide Participants with the IRS model notice, as amended from time to time,
pursuant to Code section 402(f).
K. Distribution Education Services
Empower or its affiliates will make retirement consultants available to Participants to provide
retirement planning and distribution education services and may contact Participants who are eligible
to receive distributions from the Pian to provide information regarding distribution options under the
Plan including rollover services and products offered by Empower.
IV. SIGNATURELESS RECORDKEEPING SERVICES
General Requirements
This Section IV describes certain services under which Empower will process Participant
requests without obtaining Plan Sponsor signature or other specific approval. In doing so, Empower
will not exercise any fiduciary authority or make any discretionary determinations. Rather, this
Agreement will act as a one-time, blanket direction and approval by Plan Sponsor for Empower to
process all Participant requests that meet the stated criteria.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 20
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In order to receive the signatureless services detailed in this Section IV Plan Sponsor must utilize
the plan service center ("PSC") and must provide all necessary information in a PDI file. Plan
Sponsor must also provide any additional information or directions as required by, and in a form
acceptable to, Empower. In addition, in most cases, Empower must be the sole recordkeeper for the
Plan. If at any time Plan Sponsor does not meet these general requirements, or does not meet the
specific requirements of any service described in this Section IV, Empower shall not be responsible
to continue to provide such service.
A. Signatureless Participant Rollover Contributions
Plan Sponsor directs Empower to process Participant rollover contributions received in good
order pursuant to the Participant's direction in accordance with procedures provided by Empower to
the Plan Sponsor and without any further Plan Sponsor or Plan approval or authorization. In the
event that a Participant does not elect investment options on the incoming direct rollover form but
otherwise completes the form Plan Sponsor further directs Empower to invest the money according
to the Participant's on-going investment elections, and if none are elected, then in the default
investment option under the Plan at the time the incoming rollover is received. Separate accounts
will be maintained for such rollovers.
B. Signatureless Distributions Due to Severance from Employment for Reasons Other
than Death or Disability
Plan Sponsor directs and authorizes Empower to process, without Plan Sponsor's further
approval, Participant requests for distribution due to severance of employment for any reason other
than death or disability, provided such requests are received in good order and in a manner
acceptable to Empower.
In order to receive this service, Plan Sponsor must also utilize Empower's vesting tracking
service, if the Plan has a vesting schedule. If Plan Sponsor has not provided a Participant's
termination date or other required information, Plan Sponsor directs Empower to notify Plan Sponsor
to obtain missing information before processing the distribution. For spousal consent purposes, Plan
Sponsor directs Empower to rely on the marital status specified by the Participant in the request
form.
C. Signatureless Required Minimum Distributions at Age 70 'h
Empower will provide a notice and distribution form to each Participant attaining age 70'/2 or older
in the current calendar year. The notice informs the Participant that required minimum distributions
must begin no later than April 1 of the calendar year following the later of age 70 '/2 or retirement
Plan Sponsor directs Empower to process required minimum distributions in accordance with
procedures provided by Empower to Plan Sponsor. Each year, Empower will provide a report to Plan
Sponsor listing Participants who are age 70'/2 or older and whether each has taken a distribution for
the calendar year.
D. Signatureless Distributions Due to Unforeseeable Emergencies
Plan Sponsor instructs and authorizes Empower to process, without Plan Sponsor's further
approval, all Participant requests, received in good order and in a manner acceptable to Empower,
for distributions due to unforeseeable emergency resulting in a severe financial hardship to the
Participant or Beneficiary that cannot be alleviated by any other means available to the Participant.
Empower shall only process such requests if they meet the safe harbor defined in the Treasury
Regulations, as described below. Plan Sponsor further instructs Empower to rely on any and all
City of Newport Beach 457(b) Administrative Services Agreement_98310-01_09.18.17 21
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representations made by a Participant in a request. The following situations shall qualify for a
distribution under this section:
1. An illness or accident of the Participant or Beneficiary, the Participant's or Beneficiary's
spouse, or the Participant's or Beneficiary's dependent (as defined in Code §152, and for
taxable years beginning on or after January 1, 2005, without regard to §152(b)(1), (b)(2) and
(dX1)(B));
2. Loss of the Participant's or Beneficiary's property due to casualty,
3. The following extraordinary and unforeseeable circumstances, if they arise as a result of
events beyond the control of the Participant or Beneficiary:
a) The imminent foreclosure of or eviction from the Participant's or Beneficiary's primary
residence;
b) The need to pay for medical expenses, including nonrefundable deductibles, as well as
the cost of prescription drug medication; and
c) The need to pay for the funeral expenses of a spouse or a dependent (as defined in
Code §152, and for taxable years beginning on or after January 1, 2005, without regard to
§152(b)(1), (b)(2) and (d)(1)(13)) of Participant or Beneficiary.
Except in extraordinary circumstances, the following are examples of situations that shall NOT
qualify for a distribution under this section:
1. Purchase of real estate;
2. Payment of college tuition;
3. Unpaid rent or mortgage payments, except in the event of imminent foreclosure
or eviction;
4. Unpaid utility bills;
5. Loan repayments;
6. Personal bankruptcy (except when resulting directly and solely from illness,
casualty loss or other similar extraordinary and unforeseeable circumstances beyond the
Participant's or Beneficiary's control);
7. Payment of taxes, interest or penalties; or
8. Marital separation or divorce.
Plan Sponsor will make determinations with respect to any unforeseeable emergency
distribution request that does not clearly fall within the guidelines set forth above.
In the event of any changes to applicable law, including the safe harbor defined in the
Treasury Regulations, Empower may revise this authorization and instruction from time to time
and without further notice to Plan Sponsor. This authorization and instruction shall remain in
effect until revoked by either party.
In order to receive this service, Plan Sponsor must also utilize Empower's beneficiary
recordkeeping and deferral recordkeeping services.
For each Participant receiving an unforeseeable emergency distribution, Plan
Sponsor instructs Empower to notify Plan Sponsor to suspend elective deferrals for the period
required by the Plan, if any. Empower is instructed to deny any request where the unforeseeable
emergency event occurred prior to the Effective Date, or more than one year prior to the date the
request is received. Empower may contact Plan Sponsor for direction when unusual situations
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 22
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arise. For each request that is denied or that cannot be processed due to its failure to satisfy an
unforeseeable emergency event, Plan Sponsor instructs Empower to notify the Participant to contact
Plan Sponsor if the Participant wishes to appeal the determination.
E. Signatureless Qualified Domestic Relations Orders
Plan Sponsor's approved model form of QDRO for the Plan is attached to this Agreement. Plan
Sponsor instructs and authorizes Empower to treat as qualified each QDRO received by Empower in
good order using the model QDRO form, or a form that is similar in all material respects to the model
QDRO form. Plan Sponsor instructs Empower to process the QDRO, without Plan Sponsor's further
approval, by establishing a separate account for the Alternate Payee or making a lump sum
distribution to the Altemate Payee. Plan Sponsor instructs Empower to send a copy of each QDRO
confirmation or rejection letter to Plan Sponsor.
Plan Sponsor further instructs Empower to process, without Plan Sponsor's further approval, all
requests, received in good order and in a manner acceptable to Empower, for distributions from
Alternate Payee accounts established before or after the Effective Date. Plan Sponsor instructs
Empower to calculate any Alternate Payee's QDRO amount based solely on the Participant's
account records on Empower's recordkeeping system, and to reject any QDRO that specifies a
valuation date prior to the Effective Date.
If the Alternate Payee's awarded share exceeds the value of the Participant's core investment
account(s) under the Plan, Empower shall notify the Participant in writing to liquidate and transfer the
necessary remaining sum from the SDB into the core investment options, to enable the processing of
the QDRO. If the Participant fails to transfer the necessary amount within fifteen (15) Business Days
of the date of the notification, and if the necessary amount is available in the SDB money market,
Plan Sponsor instructs Empower to transfer such amount into the Designated Investment Option. If
there are insufficient available funds in the SDB money market, Plan Sponsor instructs Empower to
notify the SDB provider to liquidate all of the Participant's SDB investments and to transfer the entire
amount into the Designated Investment Option.
Plan Sponsor agrees to make determinations with respect to any orders received that are not
materially similar to the model QDRO form for reasons other than the inclusion of a valuation date
that precedes the Effective Date.
F. Signatureless Loan Processing
If loans are available under the Plan, Plan Sponsor agrees that all loans shall be account
reduction loans repaid by payroll deduction and shall be consistent with the loan policy and the
procedures established by Empower from time to time. Plan Sponsor directs Empower to process,
without further Plan Sponsor approval, Participant loan requests submitted through a form
acceptable to Empower or through the website. Principal residence loan requests must be
submitted on a paper form with supporting documentation. In order to receive this service, Plan
Sponsor must also utilize Empower's vesting tracking service, if the Plan has a vesting schedule. If
the Plan requires spousal consent for loans, the request must be submitted on a paper form.
V. ACCESS TO RECOROKEEPING SYSTEM & SERVICE REPRESENTATIVES
A. Automated Voice Response System
Participants will have access to a toll-free, automated voice response system to inquire or make
account changes from a touch-tone telephone. Inquiry services available from the automated voice
City of Newport Beach 457(b) Administrative Services Agreement_98310-01 09.18.17 23
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response system will utilize share prices, unit values and account balances that are as of the last
calculated unit value/share price.
The automated voice response system will be available 24 hours a day, 7 days a week, except
for routine maintenance of the system which, when necessary, will generally take place on Sunday
between the hours of 2:01 am and 2:01 pm Eastern Time. However, the system may also be limited
or unavailable during periods of peak demand, market volatility, systems upgrades, or maintenance,
or for other reasons.
B. Participant Website
Participants will have access to a website to inquire or make account changes via the Internet.
The website will be available 24 hours a day, 7 days a week, except for routine maintenance of
the system which, when necessary, will generally take place on Sunday between the hours of 2:01
am and 2:01 pm Eastern Time. However, the system may also be limited or unavailable during
periods of peak demand, market volatility, systems upgrades, or maintenance, or for other reasons.
C. Participant Service
Participant service representatives will be available via toll-free telephone call to Empower to
answer Participant questions and process applicable transactions each Business Day between the
hours of 6:00 am and 5:00 pm Pacific Time.
D. Plan Sponsor Access to Recordkeeping System
Plan Sponsor may interface with Empower's recordkeeping system online via Empower's plan
sponsor website to inquire or make changes while administering the Plan. Upon request, Empower
representatives will be made available to assist and train employees of Plan Sponsor in properly
accessing and processing transactions on the Empower's plan sponsor website. Empower's plan
sponsor website will be available consistent with the availability of the automated voice response
system.
VI. PARTICIPANT COMMUNICATION AND EDUCATION
A. Communication Materials
Empower will provide Participant educational and communication materials regarding financial
investing and retirement options. These materials may include, but are not limited to, newsletters,
brochures, and other materials as mutually agreed upon. The materials will be customized with a
specific brand designed for the Plan, including enrollment kit, Participant website and educational
flyers.
B. Group Presentations
Empower representatives will conduct group meetings at which some or all of the following will be
communicated:
1. Summary of the key provisions of the Plan;
2. Summary of authorized investment options;
3. Discussion of services including automated voice response system inquiry, retirement planning,
and investment seminars;
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 24
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4. Instructions on how to sign up for the Plan or request an individual counseling session with an
Empower representative.
C. Individual Counseling Sessions
Upon request, Empower representatives will conduct prescheduled individual counseling
sessions, utilizing a Participant paycheck analysis, an asset allocation model and retirement
counseling services, as approved by Plan Sponsor.
D. Plan Sponsor Committee Meetings
Upon request, an Empower representative will attend periodic Plan Sponsor committee meetings
and will be prepare to provide information regarding the Plan and its activities.
E. Communications Plan Meetings
Empower will prepare a communications plan for review by Plan Sponsor. Such Plan will be
finalized in a mutually agreeable manner.
F. Investment Education and Communication Materials
Empower will provide employee plan and investment education and communications materials,
including education and planning tools.
1. Empower Participant Experience
Empower will provide Participants, with certain exceptions, access to Empower Participant
Experience on the Participant Website. The Empower Participant Experience provides
Participants with an estimated hypothetical monthly retirement income and goal based on a
number of factors including the Participant's plan assets, plan contribution rates and
compensation data.
2. Health Cost Estimator
Empower will provide Participants, with certain exceptions, access to Empower's Health Cost
Estimator on the Participant Website. Health Cost Estimator provides Participants with
estimated monthly health care expenses based on retirement age and certain personal health
condition information provided to Empower by Participants. All health care costs and
projections are provided by an unrelated third party vendor. Plan Sponsor agrees that the
Health Insurance Portability and Accountability Act of 1996 does not apply to any personal
health condition information provided to Empower by Participants. Plan Sponsor also
acknowledges that such health condition information is owned by the Participant and not the
Plan Sponsor and that Empower will not disclose any health condition information provided to
Empower by Participants to Plan Sponsor without the Participant's consent. Empower agrees
that, except as provided in the preceding sentence, it will otherwise treat such health condition
information as Non -Public Personal Information in accordance with Section 6 Privacy & Data
Security of this Agreement Plan Sponsor further agrees not to use any information it obtains
through Health Cost Estimator other than for Plan purposes, contribution rates and
compensation data.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 25
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3. Empower Savings and Bill Manager
Empower has partnered with an outside service provider to offer Participants the opportunity to
enroll in a cash-flow management solution as part of Empower's participant experience. The
Empower Saving and Bill Manager allows employees and Participants to link any bills they want
to have paid through the service, create a savings account for emergency savings or other short
term savings goals, and automate a debt pay -down strategy. The remainder of any allocated
amounts will stay in the user's pre-existing linked bank account. Users have full access to the
funds in the savings accounts established within the service, and the user may withdraw or
move those funds at any time.
Empower Retirement has integrated the service provider's offering into the Participant web
experience through a dedicated link and single sign -on capabilities. Empower will share
information with the service provider as necessary to streamline the user experience and to
communicate with employees and Participants about the potential benefits of the service.
The cost for employees and Participants that enroll in the service is $6 per month.
VII. REPORTING AND COMPLIANCE SERVICES
A. Participant Reporting
Empower will provide Participants a confirmation for transactions involving investment allocations,
investment transfers, contribution rates, change of address, rollover contributions, and rebalance
activity. Empower will also make available to each Participant account information on at least a
quarterly basis, including beginning and ending balances, all contributions and transaction
processed, interest credited or change in value, fees and withdrawals deducted, transfers processed
and performance data on Investment Options held by the Plan to the extent such data is provided
by the Investment Option Sponsor.
Participants statements shall be distributed in accordance with Section 3.10 Electronic Delivery.
Statements will be available within fifteen (15) Business Days after receipt of final information in
good order from third party sources.
B. Participant Fee Disclosure Services
Empower agrees to create a Participant fee disclosure, based on the U.S. Department of
Labor's Model Comparative Chart, to assist the Plan administrator with meeting its obligations
under 29 CFR §2550.404a-5 (also known as the Participant fee disclosure regulation) for the
Plan Sponsor's review and approval. Empower will distribute the fee disclosure document to
Participants in accordance with the provisions of this Agreement.
C. Qualified Default Investment Alternative (QDIA)
Empower will prepare and distribute the initial and annual QDIA notices that apply to the
Plan as agreed to by the Plan Sponsor and Empower, which notice shall reflect Plan Sponsor's
or Participant's selection of default investment(s) that meets the requirements of a Qualified
Default Investment Alternative under Section 404(c)(5) of the ERISA.
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D. Plan Sponsor Reporting
Empower will provide Employer Plan Summary Report to Plan Sponsor, summarizing Plan4evel
assets and Participant account balances, within thirty (30) Business Days after each calendar
quarter end.
The following Plan information will be addressed in the Employer Plan Summary Report
1. Summary of Plan transactions and assets;
2. Summary of contributions processed;
3. Withdrawals;
4. Annuities purchased, if applicable;
5. Periodic payments;
6. Investment option grand totals - summarizes both dollars and units/shares and Plan activity,
7. Investment option totals by money type - summarizes both dollars and units/shares and
money type activity,
8. Participant summary - a report of account activity for each Participant.
E. Annual Pian Review
Plan Sponsor will receive an Annual Plan Review including the following information:
a) Review of enrollment efforts;
b) Asset allocation information, contributions, distributions (investment options and fixedtvariable
split);
c) Voice response usage and enhancements;
d) Benefit payments;
e) Direct online system access - current services and available services;
f) Legislative updates.
F. Annual Investment Performance Report
Empower agrees to provide Plan Sponsor with an annual investment performance report.
G. Regulatory Updates
Empower will periodically make information available to Plan Sponsor concerning federal legislative
activity of which Empower is aware that may affect the Plan and related funding contracts. Such
Information, however, does not constitute legal or tax advice regarding the legal sufficiency of the
Plan.
H. Sample Plan Document, Plan Highlights and Adoption Agreement
Empower will offer a sample Plan document, a Plan Highlights document (summary of Plan
provisions), and an adoption agreement, and any Plan document amendments that may be required
due to change in applicable taw, prior to the date required. Plan Sponsor acknowledges that it is
responsible for reviewing the accuracy and completeness of all Plan document services performed
by Empower, if any.
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ATTACHMENT TO SCHEDULE B
to the Administrative Services Agreement
for the 457(b) Plan
This is a Model Qualified Domestic Relations Order ('Model QDROJ that has been preapproved by Great -West for use by the
Plan for outsourced Qualified Domestic Relations Order ("ODRO') services. Although this Model QDRO conforms with Federal
QDRO requirements, it may need to be revised for state and/or local law and/or the specific requirements of the Plan itself.
Further, the format of the Qualified Domestic Relations Order may vary depending upon the rules of the court in which the
Participant obtains the Domestic Relations Order. For these reasons, this Model QDRO should be used only by the Pian after
consultation with the Plan's counsel. Any revisions to the Model QDRO must be submitted to Great -West for approval for use
with our outsourced QDRO services. Nothing contained in this Model QDRO shall be construed as tax or legal advice.
It is recommended that a proposed version of this order be submitted to Great -West with the body of the order filled in prior to
entry of ties order for purposes of your obtaining Great -West's preapproval of the proposed order.
Proposed and entered orders should be remitted to the Plan Recordkeeper as follows:
Great -West Retirement Serves
P.O. Box 173764
Denver, CO 80217-3764
Fax # (866) 745-5766
..............COURT, CITY OF ..................... COUNTY OF .............................
STATE OF ......................
IN RE THE MARRIAGE OF:
Petitioner, )
and )
Respondent
No...................
QUALIFIED DOMESTIC RELATIONS ORDER
AND NOW, this day of , 20_, based on the findings set forth below,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED:
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1. Parties: The parties hereto were husband and wife, and a divorce action is in this Court at the above number. This
Court has personal jurisdiction over the parties. The parties were married on and divorced on
2. Participant Information: The name, last known address, social security number and date of birth of the plan
'Participant" are:
a. Name:
b. SSN:
c. Address: _
d. Date of Birth:
3. Alternate Payee Information: The name, last known address, social security number and date of birch of the
'Alternate Payee" are:
a. Name:
b. SSN:
c. Address:
d. Date of Birth:
The Alternate Payee is the Participant's former spouse. The Alternate Payee shall have the duty to notify the Plan
Administrator and/or Recordkeeper of any changes in mailing address subsequent to the entry of this Order.
4. Plan Name. The name of the Plan to which this Order applies is the City of Newport Beach Deferred Compensation
Plan, (hereafter referred to as'Plan j.
Any changes in the Pian Administrator, Plan Sponsor, or name of the Plan shall not affect Alternate Payee's rights as
stipulated under this Order.
5. Effect of this Order as a Qualified Domestic Relations Order: This Order creates and recognizes the existence of
an Alternate Payee's right to receive a portion of the Participant's benefits payable under an employer-sponsored
defined contribution plan that is qualified under Section 457 of the Internal Revenue Code (the 'Code j. it is intended
to constitute a Qualified Domestic Relations Order CQDROJ under Section 414(p) of the Code.
6. Pursuant to State Domestic Relations Law: This Order is entered pursuant to the authority granted in the applicable
domestic relations laws of California.
7. Provisions of Marital Property Rights: This Order relates to the provision of marital property rights as a result of the
Order of Divorce between the Participant and the Attemate Payee.
8. Amount of Alternate Payee's Benefit: This Order assigns to the Alternate Payee an amount equal to [choose either
option 8A1 or 8A2 below[:
8A1 $ of the Participant's Total Account Balance under the Plan as of the date this Order is processed.
OR
8A2 $ (dollars and cents) or _% (percent)] of the Participant's Total Account Balance accumulated under
the Plan as of (or the closest valuation date thereto)_ The Alternate Payee's benefit herein
awarded shall be credited with any investment income (or losses) attributable thereon from the aforesaid valuation date
(or the closest valuation date thereto), until the date of transfer of the Alternate Payee's share to the Alternate Payee.
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(Note to drafting attorney: The Plan's current recordkeeper is not able to determine the value of the Participant's
account balance and any investment earnings and/or losses prior to . The parties will need to
arrive at a dollar figure or percentage of benefits payable to the Alternate Payee as of a date that is no earlier than
. The Plan's current recordkeeper can determine the account value and calculate any earnings
and/or losses from through the date assets are transferred or distributed to the Alternate Payee.
Keep in mind that 0 you must adjust the valuation date forward and a percentage is awarded to the Alternate Payee in
this section, you should consider whether to adjust the Alternate Payee's awarded percentage to account for any
additional contributions (and any gainsfeosses accruing thereon) made by or for the Participant to the account after the
originally intended valuation date.)
Such Total Account Balance shall be determined after the account is reduced by the outstanding balance of the
Participant's account reduction loan(s), if any, as of the valuation date specified above, such that the Account Balance
shall not include the outstanding balance of any account reduction low(s) as of the valuation date. The obligation to
repay any Participant Plan loan(s) from and after the date of this Order remains solely with the Participant. Such Total
Account Balance shall include all amounts maintained under all of the various accounts and/or sub -accounts
established on behalf of the Participant, including rollover and transfer contributions.
The Alternate Payee's portion of the benefits described above shall be allocated on a pro rata basis first from all of the
core accounts and/or core investment options maintained under the Plan on behalf of the Participant other than He
insurance or Self -Directed Brokerage ('SDBI, if any. The Plan shall redeem amounts from a fife insurance contract, if
any, issued for the Participant under the Plan only to the extent necessary to obtain the amount that this order awards
to the Alternate Payee. If there are any SDB investments, and if the balance in the core investments is insufficient to
satisfy the judgment, Participant must initiate a transfer of the amount needed to satisfy the judgment from the SDB
into the core investments. If participant fails to initiate such a transfer, or if the transfer is insufficient to satisfy the
judgment, one hundred percent (100%) of the SDB Money Market Fund will be transferred to the core investments. If
the balance is stip insufficient to satisfy the judgment, the entire SDB account may be liquidated and transferred to the
core investments.
Unless the Alternate Payee elects an immediate lump sum distribution by the Plan at the time this Order is submitted
to, and approved by, the Plan, such benefits shall also be segregated and separately maintained in a nonforfedable
Account(s) established on behalf of the Alternate Payee. This Account(s) will Initially be established proportionately in
the same core investment options as the Participant account. Alternate Payee may make subsequent investment
selections as and when permitted under the terms of the Plan. Alternate Payee's account shall experience gains and
or losses according to the investment experience of the investment options in which Altemate Payee's share is
invested.
9. Commencement Date and Form of Payment to Altemate Payee: If the Alternate Payee so elects on an appropriate
form, the benefits shall be paid to the Alternate Payee as soon as administratively feasible Wowing the date this Order
is approved as a QDRO by the Plan. Benefits will be payable to the Alternate Payee in any form or permissible option
otherwise available to participants under the terms of the Pian, except a joint and survivor annuity. The Alternate
Payee will be responsible for paying any applicable withdrawal charges imposed under any investment a=unt(s) with
respect to his or her share under the plan.
10. Altemate Payee's Rights and Privileges: On and after the date that this Order is deemed to be a QDRO, but before
the Alternate Payee receives a total distribution under the Plan, the Alternate Payee shall be entitled to all of the rights
and election privileges that are afforded to Plan beneficiaries, including, but not limited to, the rules regarding the right
to designate a beneficiary for death benefit purposes and the right to direct Plan investments, only to the extent
permitted under the provisions of the Plan.
11. Death of Alternate Payee: In the event of the Alternate Payee's death prior to receiving the full amount of benefits
assigned under this Order and under the benefit option chosen by the Alternate Payee, such Alternate Payee's
beneficiary(es), as designated on the appropriate form provided to the Plan or, in the absence of a beneficiary
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 30
EMPOWER
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designation, the remainder of any unpaid benefits under the terms of this Order shall be paid in accordance with the
terms of the Plan.
12. Death of Participant: Should the Participant predecease the Aftemate Payee, such Participant's death shall in no
way affect the Alternate Payee's right to the portion of the benefits as stipulated herein.
13. Savings Clause: This Order is not intended, and shall not be construed in such a manner as to require the Plan.
a. to provide any type or form of benefits or any option not otherwise provided under the Plan;
b. to provide increased benefits to the Alternate Payee;
c. to pay any benefits to the Aftemate Payee which are required to be paid to another alternate payee under
another order previously determined to be a QDRO; or
d. to make any payment or take any action which is inconsistent with any federal or stale law, rule, regulation or
applicable judicial decision.
14. Certification of Necessary Information: All payments made pursuant to this Order shall be conditioned on the
certification by the Alternate Payee and the Participant to the Plan of such information as the Plan may reasonably
require from such parties.
15. Continued Qualified Status of Order. It is the intention of the parties that this QDRO continue to qualify as a QDRO,
as t may be amended from time to time, and that the Pian shall reserve the right to reconfirm the qualified status of the
Order at the time benefits become payable hereunder.
16. Tax Treatment of Distributions Made Under This Order. For purposes Sections 402(a)(1) and 72 of the Code, or
any successor Code section, any Alternate Payee who is the spouse or former spouse of the Participant shall be
treated as the dfsbfbutee of any distribution or payments made to the Aftemate Payee under the terms of this Order,
and as such, will be required to pay the appropriate federal income taxes on such distribution.
17. Parties Responsibilities in Event of Error. In the event that the Plan inadvertently pays the Participant any benefits
that are assigned to the Aftemate Payee pursuant to the terms of this Order, the Participant shall immediately
reimburse the Alternate Payee to the extent that the Participant has received such benefit payments by paying such
amounts directly to the Alternate Payee within ten (10) days of receipt.
In the event that the Plan inadvertently pays the Aftemate Payee any benefits that are to remain the sole property of
the Participant pursuant to the terms of this Order, 9 the Participant has experienced a distributable event under the
terms of the Plan, the Aitemale Payee shall immediately reimburse the Participant to the extent that the Alternate
Payee has received such benefit payments by paying such amounts directly to the Participant within ten (10) days of
receipt If the Participant has not experienced a distributable event under the terms of the Plan, the Alternate Payee
shall immediately return such overpayment to the Pian within ten (10) days of receipt.
18. Effect of Plan Termination: In the event of a Plan termination, the Alternate Payee shall be entitled to receive his or
her portion of the Participant's benefits as stipulated herein in accordance with the Plan's termination provisions for
participants and beneficiaries.
19. Continued Jurisdiction: The Court retains jurisdiction over this matter to amend this Order to establish or maintain its
status as a qualified domestic relations order, as amended and the original intent of the parties as stipulated herein.
The Court shall also retain jurisdiction to enter such further orders as are necessary to enforce the assignment of
benefits to the Aftemate Payee as set forth herein.
City of Newport Beach 457(b) Administrative Services Agreement_98310-01 09.18.17 31
EMPOWER
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20. Fee: A processing fee of $250.00 shall be charged one-half ($125.00) against the Alternate Payee's share/account and
one-half ($125.00) against the Participant's remaining account. In the event that the Alternate Payee is awarded 100%
of the Participant's account balance as of the date this Order is processed pursuant to this Order, the entire processing
fee shall be charged to the Alternate Payee's account/share. If there are not sufficient funds in either party's account
to pay that party's respective share of the fee, the difference shall be charged to the other party.
BY THE COURT:
JUDGE
Petitioner
Respondent
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 32
EMPOWER
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SCHEDULE D
Revenue Credit Arrangement
to the Administrative Services Agreement
for the 457(b) Plan
Empower and Plan Sponsor agree that Empower will pay to the Plan, on a monthly basis, the Revenue
Credits amount as described below.
Revenue Credits shall be determined by multiplying the Plan's average daily balance in each of the Plan's
Investment Options for the month by one twelfth the annual rate of service fees paid to Empower by the
Investment Option or its affiliates as reflected in the Plan's Plan Fee Disclosure Report (A copy of the
Plan's most recent Fee Disclosure Report is available on the Plan Sponsor Website).
Plan Sponsor directs Empower to allocate any Revenue Credits to Participant accounts proportionately
based on the average daily balance of such accounts in the Investment Option during the month and to
invest such amounts based on the Participant's investment elections with respect to future contributions
or, if none, the applicable Plan default fund.
Revenue Credits shall be determined and allocated to the Participant accounts within 45 days after the
end of the month.
The Revenue Credit under this arrangement is funded from Empower's general assets and is being made
available as a reduction in the compensation that Empower would otherwise earn in connection with the
services it provides to the Plan. No specific funds will be set aside in an account or fund for the Plan's
benefit or otherwise segregated for purposes of funding this arrangement, and the Plan has no right, title
or interest in any Credits prior to the time that the Credit is paid to the Plan. No interest will be earned by
the Plan or paid on Credits that are accrued. To the extent that Empower or its affiliates earn more
payments from Investment Options than the Credits extended hereunder, such amounts are retained by
Empower as compensation for its services and the Plan has no right or interest in such payments.
Plan Sponsor represents that it has reviewed this arrangement and the allocation method with its legal
and tax advisors and has determined that the arrangement is consistent with the terms of the Plan and
with its fiduciary obligations and will not result in a violation of the Code or any other applicable law. Plan
Sponsor acknowledges and agrees that Empower shall not be considered a fiduciary and shall not have
or exercise any discretion, with respect to its offering or administration of this Arrangement. Plan Sponsor
acknowledges that the amount of the Revenue Credit may vary with changes in the Plan's Investment
Options or if the amounts paid to Empower by the Plan's Investment Options change.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 36
EMPOWER
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SCHEDULE E
Transition Assistance Services
to the Administrative Services Agreement
for the 457(b) Plan
Transition Services (for Qualified and Non -Qualified Defined Contribution Plans)
Empower agrees to support the transition of recordkeeping and administrative services ("Transition
Services") to a successor service provider subject to the terms and conditions of this Agreement.
Empower agrees to provide the following Transition Services prior to the termination effective date of the
Agreement, as amended.
1. Planning. Participate in conference calls and in-person meetings, as needed, with Plan Administrator
and the successor service provider to designate the transfer team, define communication channels,
discuss the transfer process and define expectations, responsibilities, and applicable deadlines.
Empower will designate a transition Project Manager to lead and be the contact person for the
conversion effort. In the event Plan Administrator requests that the Project Manager or other
deconversion team member attend a transition services meeting in person at a site other than
Empower's office location, Empower's fees for time and travel for such in-person meetings are $1,500
per day, per person.
2. Data Layouts. Provide the successor service provider with data layouts for Participants and Plan
data residing on Empower administration systems, including but not limited to data layouts for paper
statement indicators, rebalance frequency elections, ACH indicators, outstanding loan terms and
payment amounts, powers of attorney on file, and dividend pass-through elections. The data layouts
will correspond to Empower standard file formats.
3. Plan Materials. Upon termination, Empower shall provide the successor service provider with copies
of all Plan summaries, Participant statements and other forms, reports, or web content; provided,
however, Empower will provide such Plan materials only to the extent designed specifically for the
Plan and not deemed by Empower to be proprietary. In addition Plan Administrator agrees, and will
require any third parry to whom Plan Administrator provides the materials to agree, to maintain the
confidentiality of all Empower materials and information, including but not limited to web content,
communications material, and information on Empower's Plan Sponsor Website.
4. "Test" Data Transfer Files. Provide the successor service provider with two (2) full volume test
extract data transfer files for the Plan. Such files will be provided at a time mutually agreed upon by
the parties. Control totals and standard Empower reports will accompany the files.
5. "Refresher" Data Transfer Files. Provide the successor service provider with one (1) full volume test
extract refresher data transfer files for the Plan. Such files will be provided at a time mutually agreed
upon by the parties. Control totals and standard Empower reports will accompany the files.
6. "Live" Data Transfer Files. Provide the successor service provider with one (1) full live data transfer
file to the successor service provider in Empower standard file format for the Participant and Plan
data residing on Empower administration systems as of a date mutually agreed upon by the parties.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 37
V
EMPOWER
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The live data file will be in the same format as the test data file or in the test data file format. Control
totals and standard Empower reports will accompany the live data transfer file.
Questions about Data on Transfer Files. Provide up to 25 aggregate hours of Empower's time to
answer questions about system data provided by Empower on the Test Data Transfer Files, the
Refresher Data Transfer Files and the Live Data Transfer File. Empower will charge the Plan or Plan
Sponsor at then -current hourly rates for time spent in excess of 25 hours.
8. Answering Questions. Provide up to 25 aggregate hours of Empower's time responding to questions
about Plan administrative practices and communication materials used by Empower in servicing the
Plan. Empower will charge the Plan or Plan Sponsor at then -current hourly rates for time spent in
excess of 25 hours.
9. Final Participant Valuation. Send to the successor service provider, at a mutually agreed upon date,
reports of all historical files, documents and records necessary for the continuing administration and
recordkeeping of the Plan in electronic form (where available) and/or paper form ("Final Participant
Valuation"). As of the Effective Date, the Final Participant Valuation includes:
a. Current Participant indicative and financial data
b. Participant level reports
c. Plan level totals
d. Investment valuation statement
e. Employee loan status report
f. Loan summary report
g. Deemed loan report
h. Highest outstanding loan balance report
i. MRD report
j. Installment tax withholding report
k. On-line beneficiary data, if maintained by Empower
I. Scanned beneficiary forms, if maintained by Empower
Notwithstanding the foregoing, the parties acknowledge that the reports and information identified
as Final Participant Valuation are subject to change based upon changes in plan administration
and/or system requirements. Plan Sponsor acknowledges that at the mutually agreed upon date,
Empower will provide only those reports applicable to the Plan and currently available from
Empowees recordkeeping system.
10. Destruction of Proprietary Materials. Empower will shred any proprietary materials that contain Plan,
Plan Administrator or Plan Sponsor related information.
11. Open Participant Case Records. Send open case records at a mutually agreed upon date, or
Termination Date, if later, to Plan Administrator or to successor service provider at Plan
Administrator's direction.
12. Year-end Processing. For services that conclude as of December 31 for a calendar year plan,
perform any compliance testing, government filings, or other reporting required as of that year-end.
13. Fees Related to Transition Services.
In the event Plan Sponsor requests Empower to provide additional or extraordinary Transition
Services (beyond those described in items 1-12 above) including, but not limited to, change in data
City of Newport Beach 457(b) Administrative Services Agreement -98310-01_09.18.17 38
EMPOWER
RETIREMENT"
layout, change of data elements in standard layouts, number of data transfer files, or services beyond
Service End Date (as defined below), Empower reserves the right to charge the Plan or Plan
Sponsor, as directed by the Plan Sponsor, for additional or extraordinary Transition Services at then -
current hourly rates. Empower shall receive payment for services rendered within 30 days of invoice
delivery. In the event payment is not received within the stated timeframe all transition services will
cease until such time payment is received.
In addition to the foregoing, Empower agrees to provide the following Transition Services for ninety days
following the Agreement's termination effective date ("Service End Date*).
1. Mail received by Empower related to the Plan will be forwarded to the successor service provider.
2. Provide up to 20 hours of Empower's time responding to questions from the Plan Sponsor or its
auditor. Empower will charge the Plan or Plan Sponsor at then -current hourly rates for time spent in
excess of 20 hours.
3. To the extent information and/or reporting is readily available from Empower's systems, Empower
agrees to provide to successor service provider the following Transition Services for up to 110
requests per month:
a. Provide loan repayment information
b. Provide Participant account balances as of specific dates
c. Provide Participant account earnings and/or dividends for specific time periods
d. Provide distribution history information
e. Provide reporting or respond to other Participant account history information requests
f. Provide Participant account history information (excluding QDRO related information)
g. Participant Statements
h. Duplicate Forms 1099-R
i. Provide QDRO related account history
j. Respond to questions regarding Plan specific processes
If the number of requests exceeds 110 in any given month, a per -request fee of $500 will be assessed.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 39
SERVICE PERFORMANCE GUARANTEES EXHIBIT
to the Administrative Services Agreement
for the 457(b) Plan
Service
Reward for Non.Performance
1. Participant Satisfaction
Every other year of the Agreement term, beginning with 2013, a mutually agreeable
Survey
online Web site participant survey will be developed that will demonstrate both
statistical significance and validity and that will coincide with the following
measurements and fee penalties- rewards. Such online Web site surveys will
include an evaluation of recordkeeping and administration services, Plan Sponsor
performance, comparison with other programs and other items to be determined by
the Plan Sponsor and are mutually agreeable. The Plan Sponsor will have final
approval of the survey instrument before the survey is conducted. The average
score will be based upon a mutually agreed upon weighting of each applicable
category surveyed:
MeasuremenUReward-Non-Performance Fees
• Average score 29% or lower: $5,000 non-performance fee
• Average score range 30% to 49%: S3,000 non-performance fee
• Average score range 50% to 69%: $1,000non-performance fee
• Average score range 70% to 100%: No non-performance fee
2. Voice Response System
On average for the calendar year-, there will be less than 1%of calls that
receive a busy signal, and the abandoned call rate will average less than 5%
• Abandoned Call Rate
for the calendaryear.
Reward -Non -Performance Fees
If the average number of calls that receive a busy signal is 1%or greater
and/or the abandoned call rate yearly average is 5% or greater during the
calendar year, a non-performance fee of S500 for that calendar year will be
paid to the plan.
In the event the Plan Sponsor adds a major plan feature such as loans, or
makes an investment option change that involves mapping of funds, or the Plan
Sponsor or investment company causes a delay in statements, this standard
will not apply for the affected quarter.
Average performance standards for the calendar year will be provided to the
Plan Sponsor using reports generated quarterly from the recordkeeping system
and the call management system.
City of Newport Beach 457(b) Administrative Services Agreemert_98310-01_09.18.17 40
2. Voice Response System
System availability will be maintained at an average of 95% (during any prior
four calendar quarters.
• System Availability
Reward-Non-Performance Fees
In the event that system availability is on average less than 95% during any
prior four calendar quarter period, a non-performance fee of S500 shall be paid
to the plan for the current calendar quarter,
3. Web Site Availability
Web site availability will be maintained at an average of 95% during any
prior four calendar quarters. This guarantee is contingent upon the Plan
Sponsor's internet service provider being available 100% of the time.
Reward-Non-Performance Fees
In the event that the Web site is available on average less than 95% during
any prior four calendar quarter period and the Plan Sponsor's internet
4. Contributions
Empower will correct, at its expense, any errors Empower commits in
processing contributions sent by the Plan Sponsor directly online to
Empower's recordkeeping system (currently called the Plan Service Center)
and processed within the Plan Service Center system functionality and
processing schedules.
5, Participant Statement
90% of all participant statements will be available electronically within 15
Electronic Availability
business days of the date that all required information to be included with
the statements from third parties is received, including such information as
final fund values, return information from the participating investment
providers, insurance valuations and all newsletter information from the Plan
Sponsor.
Reward-Non-Performance Fees
If all of the required information has been received and 909% of all
participant statements have not been mailed within 15 business days after
receipt of such required information, a non-performance fee of $500 per
calendar quarter will be paid to the plan.
The 15 business day standard begins on the business day that all required
information to be included with the statements has been received and ends
on the date statements are postmarked for mailing.
If all of the required information required from third parties has not been
received as described above, no non-performance fee will be paid.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09-18.17
y`ua
6. Plan Sponsor Summary The quarterly Plan Sponsor Summary Report will be available electronically
Report Electronic within 30 business days of the date that all necessary reconciliation information
Availability and all required information to be included with the participant statements from
third parties is received, including such information as final fund values, return
information from the participating investment providers, insurance valuations
and all newsletter information from the Plan Sponsor.
Reward -Non -Performance Fees
If all of the required information has been received and the Plan Sponsor
Summary Report has not been mailed within 30 business days after receipt of
such required information, a non-performance fee of S500 per calendar quarter
will be paid to the plan.
The 30 business day standard begins on the business day that all necessary
reconciliation information and the required information to be included with the
statements has been received and ends on the date statements are postmarked
for mailing.
If all of the required information required from third parties has not been
received as described above, no non-performance fee will be paid.
In addition, Empower will provide a fee for the non-performance of the following service guarantees:
The parties wish to provide for "liquidated damages' in the event of a breach of this Agreement, because the
parties agree that the specific breaches contemplated below due to their nature are impracticable or extremely
difficult to fix the actual damages. In addition to the liquidated damages, failure to comply with any of the
service guarantees provided below ,vill constitute a cause for termination pursuant to Section VIII of the
Agreement.
Empower guarantees performance of the following services:
Empower will work diligently with the Plan Sponsor to implement electronic data submission and begin
providing deferral record keeping, online enrollment, distribution processing, and ODRO outsourcing services.
All services will be in place within ninety (90) days of the execution of this Agreement, or the execution of any
other contract necessary to implement the services. For each month in which any of these services are not
available following the ninety (90) day period, Empower will pay a non-performance fee to the Plan Account of
One Thousand Dollars ($1,000) for each service no; in place.
During its annual review process, Empower will review any services and products available to other plans that
are similar to Plan Sponsor with respect to size, assets, compensation to Empower, services and participant
level (each a "Comparable Plan"). If Empower develops any new program, technology, service or other item
which would add value to participants or plan sponsor of such Comparable Plan, Empower will offer such
program, technology, service or other item to the Plan Sponsor within ninety (90) days of its general
availability to Comparable Plan(s) at rates similar to those charged to the Comparable Plan(s). if Plan Sponsor
agrees to implement any such comparable program, technology, service or other item, Empower shall
implement the program , technology, service or other item within ninety (90) calendar days of the Plan
Sponsor's execution of the contracUagreement providing for the new program, technology, service or other
item. Empower will pay to the Plan Account a non-performance fee of Five Thousand Dollars ($5,000) per
program, technology, service or other item not implemented as set forth above within the ninety (90) day
period or within such time frame specified in the applicable contract.
City of Newport Beach 457(b) Administrative Services Agreement --98310-01-09,18.17 42
EMPOWER
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In the event the Plan Sponsor notifies Empower of the intent to terminate the Agreement, Empower
will continue to provide the services outlined in the Agreement in the same manner as prior to the notice of
contract termination until the final date of service liquidation. Empower will pay a non-performance fee to
the Plan Account of Five Thousand Dollars ($5,000) for any services that cease prior to the scheduled
termination date.
City of Newport Beach 457(b) Administrative Services Agreement_98310-01_09.18.17 43
V
EMPOWER
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Business Continuity Plan Notice
GWFS Equities, Inc., a subsidiary of Great -West Life & Annuity Insurance Company and affiliate of Great -
West Life & Annuity Insurance Company of New York' ("the Company"), maintains a comprehensive
business continuity plan designed to respond reasonably and effectively to events that lead to significant
business disruption, such as natural disasters, power outages, or other events of varying scope. This
plan defines critical functions and systems, altemate work locations, vital books and records, and staff
resources, and provides for the continuation of business operations with minimal impact, depending on
the severity and scope of the disruption. The plan is reviewed and tested no less than once annually to
ensure that the information in the plan is kept current and that documented recovery and continuity
strategies adequately support its business operations. Of utmost importance to the plan is the ability for
customers to maintain access to securities accounts and assets in those accounts.
In the event that one of the Call Centers or back office operation facilities becomes unavailable for any
reason, calls would be re-routed to one of the firm's alternative call center or operations facilities.
In the event of a significant business disruption to the primary office and/or data center, access to
customer accounts will be provided via the Company's Web site and voice response system, operated
from an altemative data center. Customer Service will continue to be provided by re-routing telephone
calls to a Call Center located in one or more alternative sites located outside of the region.
While no contingency plan can eliminate the risk of business interruption, or prevent temporary delays
with account access, the firm's continuity plan is intended to mitigate all reasonable risk and resume
critical business operations within 24 hours or the next business day, whichever is later.
Record keeping and administrative services are provided by Great -West Life & Annuity Insurance
Company, and in New York, Great -West Life & Annuity Insurance Company of New York, or one of its
subsidiaries or affiliates. Securities offered in your account may be offered through another broker/dealer
firm other than GWFS Equities, Inc., a wholly owned subsidiary of Great -West Life & Annuity Insurance
Company. Please contact your investment provider for more information if needed.
This disclosure is subject to modification at any time. The most current version of this disclosure can be
found on the Web site or can be obtained by requesting a written copy by mail.
BCP - GWFS Customer Notice (Ed. Sept. 2012)
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 44
EMPOWER
RETIREMENT"
Privacy Notice
The Great -West Family of Companies protects your privacy. We have
. Great -West Life & Annuity
policies to keep your nonpublic personal information private. We may share
Insurance Company
it with affiliates and third parties that we do business with, and in other ways
• The Great -West Life
permitted by law.
Assurance Company (US
operations)
Our websites
. Great -West Life & Annuity
Insurance Company of
When you visit our websites, we may collect technical and navigational
New York
information, such as device type, browser type, Internet protocol address,
. Great -West Financial
pages visited, and average time spent on the websites. We use this
Retirement Plan Services,
information for a variety of purposes, such as maintaining the security of
LLC
your online session, online advertising, facilitating site navigation, improving
. Advised Assets Group, LLC
our websites' design and functionalities, and personalizing your experience.
. GWFS Equities, Inc. #
Additionally, we use temporary and/or persistent cookies, web beacons and
• The Canada Life
other similar technologies ("cookies") to support the operation of the Great-
Assurance Company
West Family of Companies' websites. Cookies are text files that are placed
(US operations)
by a client server onto the browser of a visitor to a website. These files are
• Emjay Corporation
harmless to your computer, and store navigation information as you move
" Empower Retirement ##
throughout the website. These cookies help us to collect information about
visitors to our websites. We also use cookies for security purposes and toGreat-West
• FASCore, LLC
personalize your experience, such as customizing your screen layout On
• Life &Annuity
their own cookies do not contain or reveal any personally identifiable
Insurance Company of
information. However, if you choose to furnish us with personally identifiable
South Carolina
information, this information can be associated with the data collected using
• Great -West Capital
the cookies.
Management, LLC
• Great -West Funds, Inc.
The Great -West Family of Companies and third -party service providers we
• Great -West Trust
hire may use cookies in online advertising. We do not share personally
Company, LLC
identifiable information about our customers with these third -party service
• Westkin Properties Ltd.
providers, and they do not collect such information for us. These third -party
* GWFS Equities, Inc. is a
service providers help us determine which products and services offered by
Member of the Securities
the Great -West Family of Companies may be of interest to you. These
Investor Protection Corporation
service providers may collect information about your activity on our websites
("SIPC"). You may obtain
using cookies and other technologies to analyze, for example, pages
information about SIPC,
visited, search engine referrals, browsing patterns, and responses to
including the SIPC brochure,
advertisements and promotions. Such service providers may only collect
by contacting SIPC:
and use such information for purposes specified by us and not for their own
Securities Investor Protection
purposes. Third -party advertising companies may use these cookies to
Corporation
optimize the placement by the Great -West Family of Companies of our
805 15th Street, N.W. Suite
online advertisements on unaffiliated websites. We do not share personally
800
identifiable information about our customers with these third -party service
Washington, D.C. 20005-2215
providers, and they do not collect such information for us. You can refuse or
Email: asksiacOsinc.or4
delete cookies. Most browsers and mobile devices offer their own settings
Tel: (202) 371-8300
to manage cookies. If you refuse a cookie when accessing one of the Great-
Information about SIPC is also
West Family of Companies' websites, or if you delete cookies, you may
available at www.sir)c.ora.
experience some inconvenience in your use of our websites. For example,
## Empower Retirement refers
you may not be able to sign in and access your account, or we may not be
to the products and services
able to recognize you, your device, or your online preferences.
offered in the retirement
Information we collect
markets by Great -West Life &
Annuity Insurance Company,
We collect and store information. It comes from forms that you complete,
Great -West Life & Annuity
Insurance Company of New
when you access our websites, from business you have conducted with us
York, and their subsidiaries
and other parties we do business with, and from consumer and insurance
and affiliates.
City of Newport Beach 457(b) Administrative Services Agreement -9831D-01-09.18.17 45
reporting companies.
Security of your information
We have physical, administrative, and technical safeguards in place to
protect your privacy.
Access to information
The only employees who have access to your records are those who need it
for business reasons.
Our information sharing practices
We limit the information we share and the parties we share it with. We share
your information to help you do business with us. What we share depends
on the types of products or services you request. As we are only permitted
to share your information in ways described in this notice, the Great -West
Family of Companies do not respond to "do not track" signals or similar
digital privacy mechanisms. For example, we may share information:
• from business forms that you complete (such as your name, address.
SSN, plan or ID number, assets and income from your application)
• about your business with us, or others (such as your policy or contract
coverage and benefits and payment history)
• about your relationship with us (such as the products or services you
purchased)
• from your employer, benefit plan sponsor, or group product (such as
your name, address, SSN, plan or ID number and age)
• from consumer and insurance reporting organizations (such as your
credit, financial or health history, please note, these organizations may
retain information provided to us and disclose it to others)
• from other third parties (such as health and demographic information)
• from visitors to our websites (such as information you provide online by
completing forms, site visit data and "cookies'
Sharing of health information
We won't share your health information, unless such sharing is permitted or
required by law. For a description of how we share your health information,
please contact our Privacy Officer at the address noted below.
Sharing information with other parties
You may permit us to share your information with other parties. Your
information may be shared without your consent with our affiliates and other
third parties if permitted by law. We do not share your information for any
purpose that requires an opt -in or opt -out.
Our affiliates are listed and include, but are not limited to, our broker-
dealers and our trust company. Your information may be shared to serve
you better or to make it easier for you to do business with us.
We may also share your information with vendors and financial institutions.
Vendors perform services for us such as processing transactions. Financial
�4r
EMPOWER
RETIREMENT"
Revised 08/2015 (standard +
CA)
City of Newport Beach 457(b) Administrative Services Agreement -9831D-01-09.18.17 46
Y
EMPOWER
RETIREMENT"
institutions such as banks have marketing agreements with us. We have
agreements with these parties requiring them to protect the privacy of your
information. They are not allowed to use the information other than as
specified or permitted by law.
Other disclosures that may be made without your consent, include:
• To detect or prevent fraud & other criminal activity;
• To a medical professional for eligibility or audit purposes;
• In response to a question from a government agency;
• For purposes otherwise permitted or required by law;
• In response to a subpoena or court order,
• To a group policy holder to report claims experience or for an audit;
• In connection with a sale or merger of all or part of our business;
• To a government agency to determine your eligibility for benefits they
may have to pay for,
• To a peer review committee to evaluate a medical professional;
• To a certificate holder or policyholder to provide information about the
status of a transaction.
Our treatment of information about former customers
If our relationship ends, we will not share your information with third parties
except as the law requires or permits.
Access to information
You may access your information by submitting a written request that
describes the information. We will respond within 30 business days or as
required by state law. Our response will explain the nature and substance of
the information on record. We will identify, if recorded, the parties we
shared your information with over the last 2 years.
Right to Correct, Amend or Delete Information. You may submit a
written request to us to correct, amend or delete any information in our
records. We will respond to your request within 30 business days or as
required by state law.
If we agree to your request, we will notify you in writing. We will provide the
corrected information to any person you identify that has received the
information in the last 2 years and to any insurance reporting organization
we may have provided the information to over the last 7 years. If we refuse
your request, we will explain why and you will have the right to file a
statement of disagreement.
We reserve the right to revise this policy as needed. If changes are made,
we'll send you a revised notice and post the new policy on the
www.areatwest.com website.
Chief Privacy Officer
Great -West Life & Annuity Insurance Company
8525 East Orchard Road
Greenwood Village, CO 80111
City of Newport Beach 457(b) Administrative Services Agreement -98310-01-09.18.17 47
V
EMPOWER
RETIREMENT -
Procedures for Complying with Fund Company Market Timing and Excessive Trading
The prospectuses, policies and/or procedures of certain fund companies require retirement plan providers
offering their fund(s) to agree to restrict market timing and/or excessive trading ('prohibited trading") in
their funds. The following procedures describe how we, as your recordkeeper, will comply with fund
company instructions designed to prevent or minimize prohibited trading.
Various fund companies instruct intermediaries to perform standardized trade monitoring while others
perform their own periodic monitoring and request trading reports when they suspect that an individual is
engaging in prohibited trading. If an individual's trading activity is determined to constitute prohibited
trading, as defined by the applicable fund company, the individual will be notified that a trading restriction
will be implemented if prohibited trading does not cease. (Some funds may require that trading
restrictions be implemented immediately without warning, in which case notice of the restriction will be
provided to the individual and plan, if applicable). If the individual continues to engage in prohibited
trading, the individual will be restricted from making transfers into the identified fund(s) for a specified time
period, as determined by the applicable fund company. Individuals are always permitted to make
transfers out of the identified fund(s) to other available investment options. When the fund company's
restriction period has been met, the individual will automatically be allowed to resume transfers into the
identified fund(s).
Additionally, if prohibited trading persists, the fund company may reject all trades initiated by the plan,
including trades of individuals who have not engaged in prohibited trading.
Note: certain plan sponsors have or may elect to implement plan level restrictions to prevent or minimize
individual prohibited trading. To the extent that such procedures are effective, we may not receive
requests for information from the fund companies or requests to implement the restrictions described
above.
10/16/07
City of Newport Beach 457(b) Administrative Services Agreement_98310-01_09.18.17 48
EMPOWER RETIREMENT
NOTICE OF ENHANCED SERVICES
Great -West Life & Annuity Insurance Company and Great -West Life & Annuity Insurance Company of
New York (providing retirement products and services as "Empower" or "Empower Retirement") are
pleased to present the following enhancements to the suite of services offered to Plan Sponsors and
their employees and Plan participants. Services described below will be available for your Plan once it
has been upgraded to the new Empower web experience. You do not need to do anything to begin
receiving the benefit of these services, although some action on your part may be required in order to
take full advantage of certain services. The services described below are governed by the terms of the
recordkeeping services agreement already entered into between you and Empower.
• Improved and updated Participant web experience: Empower will provide Participants, with
certain exceptions, access to retirement income projections through the participant website.
The website will provide participants with a tool to estimate monthly retirement income and
goals based on a number of factors including the participant's Plan assets, contribution rates,
and compensation data.
Empower will provide participants, with certain exceptions, access to Empower's Health Cost
Estimator on the participant website. The Health Cost Estimator will provide participants with
estimated monthly health care expenses based on retirement age and certain personal health
condition information provided to Empower by participants. All health care costs and
projections will be provided by an unrelated third party vendor. Plan Sponsor must agree that
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") does not apply to any
personal health condition information provided to Empower by participants. All such health
condition information is owned by the participant and not by Plan Sponsor, and Empower will
not disclose to Plan Sponsor any health condition information provided to Empower by
participants without the participant's consent. Except as provided in the preceding sentence,
Empower will treat such health condition information as Nonpublic Personal Information ("NPI")
to be held in confidence. Plan Sponsor further may not use any information it obtains through
the Health Cost Estimator other than for Plan purposes.
Plan Sponsor must determine to its satisfaction that all of the enrollment, education, investment
and planning information, materials, and tools provided by Empower under this Addendum are
appropriate for use by the Plan, and acknowledge that all are intended to be investment
education as described in ERISA Regulation 2509.96-1 and are not investment, tax or health care
advice. Plan Sponsor must further acknowledge that the retirement income projections and the
Health Cost Estimator are subject, without limitation, to the risks and limits disclosed on the
Participant website, and should not be relied on as the primary basis for medical, insurance,
investment, financial, retirement or tax planning decisions.
• Electronic document delivery (not applicable for 403(b) plans): Empower will deliver plan
documents and notices to participants electronically. Plan notices to be delivered by Empower
LM NG617
EMPOWER RETIREMENT
NOTICE OF ENHANCED SERVICES
will be delivered via email to the participant's work utilized email address as provided to
Empower by the Plan Sponsor or, if the participant has affirmatively elected on the participant
website, to the email address provided by the participant or, if neither, via regular mail.
By providing Empower with a participant's work utilized email address, the Plan Sponsor
confirms that delivery of plan notices to such work utilized email address satisfies any applicable
regulations regarding electronic delivery of plan documents.
Notwithstanding the above, and to the extent the Plan is not subject to ERISA, the Plan Sponsor
may direct Empower to deliver Plan documents and notices to a participant's work denoted e-
mail of record on file with Empower, if any, at the time the plan is upgraded to the new
Empower web experience.
If electronic document delivery has previously been the subject of an agreement or amendment
signed by Empower and the Pian Sponsor, the agreement or amendment will supersede
anything to the contrary in this Notice.
• Online Statements: Quarterly statements will be posted to the participant website after
quarter end. Participants will receive an annual notice advising them of the availability of the
quarterly statement on the participant website and the right to receive a paper copy of the
statement. Participants may elect on the participant website or by contacting Empower's Client
Service Center to receive quarterly statements via regular mail at any time.
• Personalized Participant Communications: Empower is building a communications platform
that will shift our current approach from a plan level, or one -size -fits -all program, to one that
features one-on-one participant engagement. Empower will send certain action -oriented
participant education emails according to a participant's behavior, preferences and information.
This allows Empower to develop individually targeted communications to identify, at an
individual level, participant needs and behaviors which will automatically trigger the right
message at the right time.
The email messaging will include information about the tools and services available in your plan,
general financial planning topics, other savings options, and actions participants may take to
build their savings. As Empower builds additional messages, the engagement for each
participant becomes continual, guiding each participant to the next step most relevant to them
during their relationship with Empower.
A participant must have an email address on file with Empower in order to receive the
communications. The participant can opt out of receiving these emails at any time.
• Online enrollment: If the Plan Sponsor is able to send Empower all necessary information
electronically and in the required format, Empower will issue a Personal Identification Number
(PIN) to every eligible employee, allowing enrollment via the Participant website.
LMNGG17
EMPOWER RETIREMENT
NOTICE OF ENHANCED SERVICES
If the Plan Sponsor is not able to send necessary information electronically, then Empower will
provide written information that the Plan Sponsor will distribute to eligible employees,
explaining the initial steps to enroll via the Participant website, including a plan enrollment
code. Then, Empower will send the Plan Sponsor a weekly (or other mutually agreed-upon
frequency) deferral feedback file listing all new enrollees and deferral changes for existing
participants, which the Plan Sponsor should use to update its payroll information. The Plan
Sponsor is responsible for validating new enrollees and the accuracy of their information. To
assist in validation, Empower will send the Plan Sponsor an electronic report for each new
enrollee and a feedback file that can be crosschecked with the Plan Sponsor's records. In case
the Plan Sponsor has doubts or questions about an enrollee, they should contact their Empower
representative.
• File Sharing: File Sharing is a feature on the Plan Sponsor Center (PSC) website which provides
the ability to securely share files and provides several folder category options to organize, view,
upload, and manage files. All Plan contacts with PSC access will have the ability to view and
upload files. In addition, auditors with PSC access will have the ability to view and upload files
to the "Auditor" folder.
LM NG617
EXHIBIT B
SCHEDULE OF BILLING RATES
Great -West Life & Annuity Page B-1
EMPOWER
RETIREMENT -
SCHEDULE C
Fees & Compensation
to the Administrative Services Agreement
for the 457(b) Plan
I. FEE SCHEDULE FOR CORE SERVICES
A. Basic Annual Administration Fee.
Empower will be entitled to the following annual administration fee. This fee is used, in whole or
in part, for administrative services (including reporting and testing) provided by Empower as
described in the Agreement. In addition, some or all of the fee (or any other compensation, revenue,
asset or source of funding available to Empower, in Empower's sole discretion) may be used by
Empower to make payments to the Plan under a Plan Expense Account or similar arrangement, if
applicable, between the Plan Sponsor and Empower.
The annual fee will be payable on a monthly basis, based on the average daily balance of
Plan assets during the assessment period. This fee assumes that the investment option
array will include the use of the Guaranteed Fixed Fund.
0.058% (5.8 basis points) per year.
In addition, Empower and/or one or more of its affiliates may receive Fund Service Fees in
connection with the Plan.
B. Trustee/Custodian Services
Trustee and custodian services are provided by Wells Fargo Bank, N.A. The compensation
received by Wells Fargo Bank, N.A. for trustee/custodian services is reflected in the Plan's Fee
Disclosure Report provided by Empower and the Great -West Trust Company Bank Credits below.
Additional fees may be reflected in the trust or custodial agreement between Wells Fargo Bank, N.A.
and the Plan Sponsor.
If Plan Sponsor selects a custodian or trustee that requires changes to any procedures or
services in this Agreement, Empower reserves the right to change fees in this Section.
C. Participant Education
Empower will provide support for employee enrollment and education meetings, and will provide
all necessary employee education and communications materials, including education and planning
tools through the Internet. Empower will be entitled to the following fee for education and training:
Empower will assign representatives the equivalent of fifty-two (52) representative days annually to
provide communication and marketing services exclusively to the Plan. Such representatives will be
responsible for all group meetings and individual counseling sessions as directed by Plan Sponsor.
D. Loan Administration Fee
The following fees will apply to all Participant loans.
City of Newport Beach 457(b) Administrative Services Agreement -98310-01 09,18.17 33
EMPOWER
RETIREMENT`
$50.00 loan origination fee will be deducted from the amount of each loan processed.
$25.00 annual loan maintenance and conversion fee per loan will be deducted from the
Participant's account in the amount of $6.25 per quarter.
E. Plan Document
If applicable, preparation of Empower sample plan document, including amendments
No additional fee.
F. Self Directed Brokerage
If self-directed brokerage (SDB) is an investment option under the Plan, Empower and the Plan
Sponsor will execute a separate agreement specifying services, terms, and fees for the SDB
program. At a minimum the following administration fee will apply:
$60.00 per Participant, who opens an SDB, per year, deducted from the Participant's account
balance in an amount of $15.00 per quarter.
Any fees charged by the SDB provider are in addition to those described above and subject to
execution of a separate SDB agreement.
G. Data Entry Services
Plan Sponsor provides data in an unusable electronic or hard copy paper format:
The fee is $150.00 per hour.
1. Submission of data in a hard copy format will be considered a request to provide this service.
2. This includes submission of Participant account takeover data.
H. Overnight Delivery Fees
Should a Participant request an overnight delivery, Empower will assess the Participant its
current overnight delivery fee.
I. QDRO Approval Process
For each QDRO reviewed and processed, Empower will charge a fee of $250.00 to the
Participant and/or Alternate Payee as specified in the Plan's approved model QDRO. The
Participant's portion of the fee will be deducted from the Participant's account balance, and the
Alternate Payee's portion of the fee will be deducted from the Alternate Payee's account or from the
lump sum distribution, as applicable.
J. Participant Communications Regarding Investment Line-up Changes
There is no fee or limit to update plan investments and / or model portfolios. If it is intended
that the Plan be a plan described in ERISA Section 404(c), Plan Sponsor agrees that Empower
will have no responsibility or liability for ensuring compliance with ERISA Section 404(c) and
the regulations thereunder.
In addition, Empower will produce and distribute two Participant notices associated with such
changes per calendar year. In the event the Plan Sponsor makes additional changes in a given
City of Newport Beach 457(b) Administrative Services Agreement_98310-01_09.18.17 34
Zp-
EMPOWER
RETIREMENT"
year, if the Plan Sponsor engages Empower to produce and distribute such Participant notices,
Empower will do so at a fee agreed to at that time.
PAYMENT OF FEES. All fees must be paid within thirty (30) days of Empower's invoice to the Plan
Sponsor unless another arrangement has been pre -approved by Empower in writing. In the event
any charges or fees reasonably and properly chargeable under the terms of this Agreement,
including Schedules B and C or other applicable documents signed by the Plan Sponsor remain
unpaid sixty (60) days after the date billed, Plan Sponsor directs Empower to deduct such expense
charges from the Plan and the Plan Sponsor affirms that the plan document specifically allows such
deduction from the Plan. To the extent that the forfeiture or other Plan accounts would not pay Plan
expenses under the Plan document or the Plan accounts are insufficient, Plan Sponsor directs
Empower to allocate such fees to the Participant accounts, and to the investment choices in which
the Participant accounts are invested, on a pro rata basis using Participant account and investment
option balance ratios as of the date of deduction. Plan Sponsor agrees to amend the Plan, if
necessary, to provide for the payment of expenses from Plan assets consistent with the foregoing.
FEE GUARANTEE. Empower's fees shall remain in effect for three (3) years from the Effective
Date of the Agreement, provided however, that such fees may be adjusted at any time by Empower
upon written notice to the Plan Sponsor in the event that: (i) Plan Sponsor elects to utilize different or
additional services during such period; (ii) Plan Sponsor changes any investment options utilized by
the Plan that provide service fees or other compensation to Empower, if applicable; (iii) there is an
employer -initiated event such as a plan merger, corporate acquisition or layoff resulting in a material
decrease in Empower's revenue or requiring Empower to perform additional services; or (iv) there is
a material change in the service fees received by Empower from any investment options utilized by
the Plan, if applicable. After three (3) years from the Effective Date, either party may initiate a fee
negotiation.
CHANGES AND ADDITIONAL FEES. In addition to Empower's regular fees, Plan Sponsor agrees
to pay the costs for reprocessing due, to incorrect or incomplete information that Empower receives
from the Plan Sponsor, as reasonably determined by Empower.
City of Newport beach 457(b) Administrative Services Agreement -98310-01-09.18.17 35
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
Provision of Insurance. Without limiting Empower's indemnification of City, and
prior to commencement of Work, Empower shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Empower
agrees to provide insurance in accordance with requirements set forth here. If
Empower uses existing coverage to comply and that coverage does not meet
these requirements, Empower agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Empower shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Empower shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Empower shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Empower shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Empower
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Great -West Life & Annuity Page C-1
D. Professional Liability (Errors & Omissions) Insurance. Empower shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement
and Empower agrees to maintain continuous coverage through a period
no less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Empower or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Empower hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Empower shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
Great -West Life & Annuity Page C-2
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Empower sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Empower, City and Empower may renegotiate
Empower's compensation.
C. Enforcement of Agreement Provisions. Empower acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Empower of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If Empower
maintains higher limits than the minimums shown above, the City requires
and shall be entitled to coverage for higher limits maintained by
Empower. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Empower or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Empower's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Empower or
reimbursed by Empower upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Empower's Insurance. Empower shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
Great -West Life & Annuity Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 5/31/18
Date Completed: 6/22/18 Sent to
Company/Person required to have certificate.-
Type
ertificate:Type of contract:
Dept./Contact Received From.-
Marlene
rom:Marlene Burns By:
Great West Life &
All Other
Marlene Burns
Jan/Alicia
-EMPOWER
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 6/1/18 — 6/1/19
A.
INSURANCE COMPANY: ACE American Insurance Company
B.
AM BEST RATING (A-: VII or greater): A+ / XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$1M/$2M
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
N/A
F.
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
❑ N/A ❑ Yes ® No
H.
COMPLETED OPERATIONS ENDORSEMENT (completed
❑ N/A 0 Yes ❑ No
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
1I. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 12/1/17 — 12/1/18
A.
INSURANCE COMPANY: Sentry Insurance
B.
AM BEST RATING (A- : VII or greater) A+ / XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING
❑ N/A ® Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ❑ Yes ® No
H.
NOTICE OF CANCELLATION:
❑ N/A 0 Yes ❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE.-
A.
ATE:A. INSURANCE COMPANY:
B.
C.
D.
E.
F.
G.
H.
12/1/17 —12/1/18
Insurance
AM BEST RATING (A-.- VII or greater): A+ / XV
ADMITTED Company (Must be California Admitted):
WORKERS' COMPENSATION LIMIT: Statutory
EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater)
WAIVER OF SUBROGATION (To include): Is it included?
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
NOTICE OF CANCELLATION:
® Yes ❑ No
® Yes ❑ No
1,000,000
® Yes ❑ No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY 6/30/17-6/30/18 ACE AMERICAN INSURANCE COMPANY
Rating: A+/XV, Admitted Limits: $1 M/$2M / $5M Retention ❑ N/A ®Yes ❑ No
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
6/22/18
Date
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Professional Liability carries a $1 M liability limit with a $5M retention, need review and approval of Risk
Manager. 10/6/17 Risk Management approved Professional Liability limits.
Approved:
Risk Management
" Subject to the terms of the contract.
Date