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Nationwide Retirement Solutions, Inc - 2009-11-09
DocuSign Envelope ID:9ACA565F-9ACA-4DFO-8EC6-1624ABDE503F Eligible 457 Plan ADOPTION AGREEMENT FOR ELIGIBLE GOVERNMENTAL 457 PLAN The undersigned Employer,by executing this Adoption Agreement,establishes an Eligible 457 Plan("Plan").The Employer,subject to the Employer's Adoption Agreement elections,adopts fully the Plan provisions.This Adoption Agreement,the basic plan document and any attached Appendices,amendments,or agreements permitted or referenced therein,constitute the Employer's entire plan document.All "Election"references within this Adoption Agreement or the basic plan document are Adoption Agreement Elections.All"Article"or "Section"references are basic plan document references.Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text,the Employer may lengthen any space or line,or create additional tiers.When Employer-supplied text uses terms substantially similar to existing printed options,all clarifications and caveats applicable to the printed options apply to the Employer-supplied text unless the context requires otherwise.The Employer makes the following elections granted under the corresponding provisions of the basic plan document. 1. EMPLOYER(1.11). Name: City of Huntington Beach Address: 2000 Main St Street Huntington Beach California 92648 City State Zip Telephone: (714)536-5239 Taxpayer Identification Number(TIN): 95-6000723 2. PLAN NAME. Name: City of Huntington Beach 457(b)Deferred Compensation Plan - 3. PLAN YEAR(1.25).Plan Year means the 12 consecutive month period(except for a short Plan Year)ending every(Choose one of a.or b.and choose c.if applicable):[Note:Complete any applicable blanks under Election c.with a specific date,e.g., "June 30"OR"the last day of February"OR"the first Tuesday in January."In the case of a Short Plan Year or a Short Limitation Year, include the year,e.g., "May 1,2013.1 a. [X] December 31. b. [ ] Plan Year:ending: c. [ ] Short Plan Year:commencing: and ending: 4. EFFECTIVE DATE(1.08).The Employer's adoption of the Plan is a(Choose one of a.or b. Complete c. if new plan OR complete c. and d. Van amendment and restatement. Choose e. if applicable): a. [ ] New Plan. b. [X] Restated Plan.The Plan is a substitution and amendment of an existing 457 plan. Initial Effective Date of Plan c. [X] December 4, 1992 (enter month day,year;hereinafter called the"Effective Date"unless 4d is entered below) Restatement Effective Date(If this is an amendment and restatement,enter effective date of the restatement.) d. [X] January 1,2024 (enter month day,year) Special Effective Dates: (optional) • e. [ ] Describe: • 5. CONTRIBUTION TYPES.(If this is a frozen Plan(i.e.;all contributions have ceased),choose a.only): Frozen Plan a. [ ] Contributions cease.All Contributions have ceased or will cease(Plan is frozen). 1. Effective date of freeze:. [Note:Effective date is optional unless this is the amendment or restatement to freeze the Plan.] • ©2020 1 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan Contributions.The Employer and/or Participants,in accordance with the Plan terms,make the following Contribution Types to the Plan (Choose one or more of b. through d. if applicable): b. [X] Pre-Tax Elective Deferrals.The dollar or percentage amount by which each Participant has elected to reduce his/her Compensation,as provided in the Participant's Salary Reduction Agreement(Choose one or more as applicable.): And will Matching Contributions be made with respect to Elective Deferrals? 1. [ ] Yes.See Question 16. 2. [X] No. And will Roth Elective Deferrals be made? 3. [ ] Yes.[Note:The Employer may not limit Deferrals to Roth Deferrals only.] 4. [X] No. c. [ ] Nonelective Contributions.See Question 17. d. [X] Rollover Contributions.See Question 30. 6. EXCLUDED EMPLOYEES(1.10).The following Employees are Excluded Employees and are not eligible to participate in the Plan (Choose one of a.or b): a. [X] No exclusions.All Employees are eligible to participate. b. [ ] Exclusions.The following Employees are Excluded Employees(Choose one or more of 1.through 4.): 1. [ ] Part-time Employees.The Plan defines part-time Employees as Employees who normally work less than hours per week. 2. [ ] Hourly-paid Employees. 3. [ ] Leased Employees.The Plan excludes Leased Employees. 4. [ ] Specify: 7. INDEPENDENT CONTRACTOR(1.16).The Plan(Choose one of a.,b.or c.): • a. [X] Participate.Permits Independent Contractors to participate in the Plan. b. [ ] Not Participate.Does not permit Independent Contractors to participate in the Plan. c. [ ] Specified Independent Contractors.Permits the following specified Independent Contractors to participate: [Note:If the Employer elects to permit any or all Independent Contractors to participate in the Plan,the term Employee as used in the Plan includes such participating Independent Contractors.] 8. COMPENSATION(1.05).Subject to the following elections,Compensation for purposes of allocation of Deferral Contributions means: Base Definition(Choose one of a.,b.,c.or d): a. [X] Wages,tips and other compensation on Form W-2. b. [ ] Code§3401(a)wages(wages for withholding purposes). c. [ ] 415 safe harbor compensation. d. [ ] Alternative(general)415 Compensation. [Note:The Plan provides that the base definition of Compensation includes amounts that are not included in income due to Code§§401(k), 125,1320(4),403(b),SEP,414(h)(2), &457. Compensation for an Independent Contractor means the amounts the Employer pays to the Independent Contractor for services,except as the Employer otherwise specifies below.] Modifications to Compensation definition.The Employer elects to modify the Compensation definition as follows(Choose one of e. or f.): e. [X] No modifications.The Plan makes no modifications to the definition. f. [ ] Modifications(Choose one or more of 1.through 5): 1. [ ] Fringe benefits.The Plan excludes all reimbursements or other expense allowances,fringe benefits(cash and noncash), moving expenses,deferred compensation and welfare benefits. 2. [ ] Elective Contributions.[1.05(E)]The Plan excludes a Participant's Elective Contributions. ©2020 2 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan 3. [ ] Bonuses.The Plan excludes bonuses. 4. [ ] Overtime.The Plan excludes overtime. 5. [ ] Specify: Compensation taken into account.For the Plan Year in which an Employee first becomes a Participant,the Plan Administrator will determine the allocation of matching and nonelective contributions by taking into account(Choose one of g.or h.): g. [ ] Plan Year.The Employee's Compensation for the entire Plan Year.(N/A if no matching or nonelective contributions) h. [ ] Compensation while a Participant.The Employee's Compensation only for the portion of the Plan Year in which the Employee actually is a Participant.(N/A if no matching or nonelective contributions) 9. POST-SEVERANCE COMPENSATION(1.05(F)).Compensation includes the following types of Post-Severance Compensation paid within any applicable time period as may be required(Choose one of a.or b.): a. [ ] None.The Plan does not take into account Post-Severance Compensation as to any Contribution Type except as required under the basic plan document. b. [X] Adjustments.The following Compensation adjustments apply(Choose one or more): 1. [X] Regular Pay.Post-Severance Compensation will include Regular Pay and it will apply to all Contribution Types. 2. [X] Leave-Cashouts.Post-Severance Compensation will include Leave Cashouts and it will apply to all Contribution Types. 3. [X] Nonqualified Deferred Compensation.Post-Severance Compensation will include Deferred Compensation and it will apply to all Contribution Types. 4. [ ] Salary Continuation for Disabled Participants.Post-Severance Compensation will include Salary Continuation for Disabled Participants and it will apply to all Contribution Types. 5. [ ] Differential Wage Payments.Post-Severance Compensation will include Differential Wage Payments(military continuation payments)and it will apply to all Contribution Types. 6. [ ] Describe alternative Post-Severance Compensation definition,limit by Contribution Type,or limit by Participant group: 10. NORMAL RETIREMENT AGE(1.20).A Participant attains Normal Retirement Age under the Plan(Choose one of a.or b): a. [ ] Plan designation.[Plan Section 3.05(B)]When the Participant attains age .[Note:The age may not exceed age 70 1/2. The age may not be less than age 65,or,if earlier,the age at which a Participant may retire and receive benefits under the Employer's pension plan,if any.] b. [X] Participant designation.[Plan Section 3.05(B)and(B)(1)]When the Participant attains the age the Participant designates, which may not be earlier than age 50 and may not be later than age 70 1/2 .[Note:The age may not exceed age 70 1/2.] Special Provisions for Police or Fire Department Employees(Choose c.and/or d.as applicable): c. [X] Police department employees.[Plan Section 3.05(B)(3)](Choose 1.or 2): 1. [ ] Plan designation.[Plan Section 3.05(B)]When the Participant attains age .[Note: The age may not exceed age 70 1/2 and may not be less than age 40.] 2. [X] Participant designation.[Plan Section 3.05(B)and(B)(1)]When the Participant attains the age the Participant designates,which may not be earlier than age 40 (no earlier than age 40)and may not be later than age 70 1/2 .[Note:The age may not exceed age 70 1/2.] d. [X] Fire department employees.[Plan Section 3.05(B)(3)](Choose I.or 2): 1. [ ] Plan designation.[Plan Section 3.05(B)]When the Participant attains age .[Note:The age may not exceed age 70 1/2 and may not be less than age 40.] 2. [X] Participant designation.[Plan Section 3.05(B)and(B)(1)]When the Participant attains the age the Participant designates,which may not be earlier than age 40 (no earlier than age 40)and may not be later than age 70 1/2 .[Note: The age may not exceed age 70 1/2.] 11. ELIGIBILITY CONDITIONS(2.01).(Choose one of a.or b): a. [X] No eligibility conditions.The Employee is eligible to participate in the Plan as of his/her first day of employment with the employer. b. [ ] Eligibility conditions.To become a Participant in the Plan,an Eligible Employee must satisfy the following eligibility conditions(Choose one or more of 1.,2.or 3): 1. [ ] Age.Attainment of age ©2020 3 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan 2. [ ] Service.Service requirement(Choose one of a.or b): a. [ ] Year of Service.One year of Continuous Service. b. [ ] Months of Service. month(s)of Continuous Service. 3. [ ] Specify: 12. PLAN ENTRY DATE(1.24)."Plan Entry Date"means the Effective Date and(Choose one of a.through d.): a. [ ] Monthly.The first day of the month coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions,if any. b. [ ] Annual.The first day of the Plan Year coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions,if any. c. [X] Date of hire.The Employee's employment commencement date with the Employer. d. [ ] Specify: 13. SALARY REDUCTION CONTRIBUTIONS(1.30).A Participant's Salary Reduction Contributions under Election 5b.are subject to the following limitation(s)in addition to those imposed by the Code(Choose one of a.or b.): a. [X] No limitations. b. [ ] Limitations.(Choose one or more of 1.,2.or 3.): 1. [ ] Maximum deferral amount.A Participant's Salary Reductions may not exceed: (specify dollar amount or percentage of Compensation). 2. [ ] Minimum deferral amount.A Participant's Salary Reductions may not be less than: (specify dollar amount or percentage of Compensation). 3. [ ] Specify: [Note:Any limitation the Employer elects in b.1. through b.3.will apply on a payroll basis unless the Employer otherwise specifies in b.3.] Special NRA Catch-Up Contributions(3.05).The Plan(Choose one of c.or d.): c. [X] Permits.Participants may make NRA catch-up contributions. AND,Special NRA Catch-Up Contributions(Choose one of 1.or 2):(N/A if no matching contributions) 1. [ ] will be taken into account in applying any matching contribution under the Plan. 2. [ ] will not be taken into account in applying any matching contribution under the Plan. d. [ ] Does not permit.Participants may not make NRA catch-up contributions. Age 50 Catch-Up Contributions(3.06).The Plan(Choose one of e.or f.): e. [X] Permits.Participants may make age 50 catch-up contributions. AND,Age 50 Catch-Up Contributions(Choose one of 1.or 2):(N/A if no matching contributions) 1. [ ] will be taken into account in applying any matching contribution under the Plan. 2. [ ] will not be taken into account in applying any matching contribution under the Plan. f. [ ] Does not permit.Participants may not make age 50 catch-up contributions. 14. SICK,VACATION AND BACK PAY(3.02(A)).The Plan(Choose one of a. or b): a. [X] Permits.Participants may make Salary Reduction Contributions from accumulated sick pay,from accumulated vacation pay or from back pay. b. [ ] Does Not Permit.Participants may not make Salary Reduction Contributions from accumulated sick pay,from accumulated vacation pay or from back pay. 15. AUTOMATIC ENROLLMENT(3.02(13)).Does the Plan provide for automatic enrollment(Choose one of the following)[Note:if Eligible Automatic Contribution Arrangement(EACA),select 15c and complete Questions 31&32]: a. [X] Does not apply.Does not apply the Plan's automatic enrollment provisions. ©2020 4 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan b. [ ] Applies.Applies the Plan's automatic enrollment provisions.The Employer as a Pre-Tax Elective Deferral will withhold %from each Participant's Compensation unless the Participant elects a different percentage(including zero)under his/her Salary Reduction Agreement.The automatic election will apply to (Choose one of 1.through 3): 1. [ ] All Participants.All Participants who as of are not making Pre-Tax Elective Deferrals at least equal to the automatic amount. 2. [ ] New Participants.Each Employee whose Plan Entry Date is on or following: 3. [ ] Describe Application of Automatic Deferrals: c. [ ] EACA.The Plan will provide an Eligible Automatic Contribution Arrangement(EACA).Complete Questions 31&32. 16. MATCHING CONTRIBUTIONS(3.03).The Employer Matching Contributions under Election 5.b.l.are made as follows(Choose one or more of a.through d.): a. [ ] Fixed formula.An amount equal to of each Participant's Salary Reduction Contributions. b. [ ] Discretionary formula.An amount(or additional amount)equal to a matching percentage the Employer from time to time may deem advisable of each Participant's Salary Reduction Contributions. c. [ ] Tiered formula.The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's Salary Reduction Contributions,determined as follows: NOTE: Fill in only percentages or dollar amounts,but not both.If percentages are used,each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation(add additional tiers if necessary): Tiers of Contributions Matching Percentage (indicate$or%) First Next Next Next d. [ ] Specify: Time Period for Matching Contributions.The Employer will determine its Matching Contribution based on Salary Reduction Contributions made during each(Choose one of e.through h): e. [ ] Plan Year. f. [ ] Plan Year quarter. g. [ ] Payroll period. h. [ ] Specify: Salary Reduction Contributions Taken into Account.In determining a Participant's Salary Reduction Contributions taken into account for the above-specified time period under the Matching Contribution formula,the following limitations apply(Choose one of i.through 1.): i. [ ] All Salary Reduction Contributions.The Plan Administrator will take into account all Salary Reduction Contributions. j. [ ] Specific limitation.The Plan Administrator will disregard Salary Reduction Contributions exceeding %of the Participant's Compensation. k. [ ] Discretionary.The Plan Administrator will take into account the Salary Reduction Contributions as a percentage of the Participant's Compensation as the Employer determines. 1. [ ] Specify: Allocation Conditions.To receive an allocation of Matching Contributions,a Participant must satisfy the following allocation condition(s) (Choose one of m.or n.): m. [ ] No allocation conditions. n. [ ] Conditions.The following allocation conditions apply to Matching Contributions(Choose one or more of 1.through 4.): 1. [ ] Service condition.The Participant must complete the following number of months of Continuous Service during the Plan Year: ©2020 5 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan 2. [ ] Employment condition.The Participant must be employed by the Employer on the last day of the Plan Year. 3. [ ] Limited Severance Exception.Any condition specified in 1.or 2.does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death,disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: 17. NONELECTIVE CONTRIBUTIONS(1.19).The Nonelective Contributions under Election 5.c.are made as follows: (Choose one): a. [ ] Discretionary-Pro-Rata.An amount the Employer in its sole discretion may determine. b. [ ] Fixed-Pro Rata. %of Compensation. c. [ ] Other.A Nonelective Contribution may be made as follows: Allocation Conditions.(3.08).To receive an allocation of Nonelective Contributions,a Participant must satisfy the following allocation condition(s)(Choose one of d. or e): d. [ ] No allocation conditions. e. [ ] Conditions.The following allocation conditions apply to Nonelective Contributions(Choose one or more of 1.through 4): 1. [ ] Service condition.The Participant must complete the following number of months of Continuous Service during the Plan Year: 2. [ ] Employment condition.The Participant must be employed by the Employer on the last day of the Plan Year. 3. [ ] Limited Severance Exception.Any condition specified in 1.or 2.does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death,disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: 18. TIME AND METHOD OF PAYMENT OF ACCOUNT(4.02).The Plan will distribute to a Participant who incurs a Severance from Employment his/her Vested Account as follows: Timing.The Plan,in the absence of a permissible Participant election to commence payment later,will pay the Participant's Account (Choose one of a.through e): a. [ ] Specified Date. days after the Participant's Severance from Employment. b. [X] Immediate.As soon as administratively practicable following the Participant's Severance from Employment. c. [ ] Designated Plan Year.As soon as administratively practicable in the Plan Year beginning after the Participant's Severance from Employment. d. [ ] Normal Retirement Age.As soon as administratively practicable after the close of the Plan Year in which the Participant attains Normal Retirement Age. e. [ ] Specify: Method.The Plan,in the absence of a permissible Participant election,will distribute the Participant's Account under one of the following method(s)of distribution(Choose one or more off through j.as applicable): f. [X] Lump sum.A single payment. g. [X] Installments.Multiple payments made as follows: as elected by the Participant • h. [ ] Installments for required minimum distributions only.Annual payments,as necessary under Plan Section 4.03. i. [ ] Annuity distribution option(s): j. [X] Specify: Partial Lump Sum as elected by the Participant • Participant Election.[Plan Sections 4.02(A)and(B)]The Plan(Choose one of k.,1.or m): k. [X] Permits.Permits a Participant,with Plan Administrator approval of the election,to elect to postpone distribution beyond the time the Employer has elected in a.through e.and also to elect the method of distribution(including a method not described in f.through j.above). 1. [ ] Does not permit.Does not permit a Participant to elect the timing and method of Account distribution. m. [ ] Specify: ©2020 6 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan Mandatory Distributions.Notwithstanding any other distribution election,following Severance from Employment(Choose n.or o.): n. [ ] No Mandatory Distributions.The Plan will not make a Mandatory Distribution. o. [X] Mandatory Distribution.If the Participant's Vested Account is not in excess of$5,000(unless a different amount selected below)as of the date of distribution,the Plan will make a Mandatory Distribution following Severance from Employment. 1. [X] Mandatory Distribution.If the Participant's Vested Account is not in excess of$ 1.000 as of the date of distribution,the Plan will make a Mandatory Distribution following Severance from Employment. Rollovers in determination of$5,000 threshold.Unless otherwise elected below,amounts attributable to rollover contributions(if any) will be included in determining the$5,000 threshold for timing of distributions,form of distributions or consent rules. p. [ ] Exclude rollovers(rollover contributions will be excluded in determining the$5,000 threshold) NOTE: Regardless of the above election,if the Participant consent threshold is$1,000 or less,then the Administrator must include amounts attributable to rollovers for such purpose.In such case,an election to exclude rollovers above will apply for purposes of the timing and form of distributions. 19. BENEFICIARY DISTRIBUTION ELECTIONS.Distributions following a Participant's death will be made as follows(Choose one of a.through d.): a. [ ] Immediate.As soon as practical following the Participant's death. b. [ ] Next Calendar Year.At such time as the Beneficiary may elect,but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death.(N/A if participant is restricted) c. [X] As Beneficiary elects.At such time as the Beneficiary may elect,consistent with Section 4.03.(N/A if participant is restricted) d. [ ] Describe: [Note:The Employer under Election 19d.may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under Election 19c.,or include special provisions related to certain beneficiaries, (e.g.,a surviving spouse). However,any election under Election 19d.must require distribution to commence no later than the Section 4.03 required date.] 20. DISTRIBUTIONS PRIOR TO SEVERANCE FROM EMPLOYMENT(4.05).A Participant prior to Severance from Employment may elect to receive a distribution of his/her Vested Account under the following distribution options(Choose one of a.or b): a. [ ] None.A Participant may not receive a distribution prior to Severance from Employment. b. [X] Distributions.Prior to Severance from Employment are permitted as follows(Choose one or more of 1.through 4): 1. [X] Unforeseeable emergency.A Participant may elect a distribution from his/her Account in accordance with Plan Section 4.05(A)(for the Participant,spouse,dependents or beneficiaries) 2. [X] De minimis exception.[Plan Section 4.05(B)]If the Participant:(i)has an Account that does not exceed$5,000;(ii)has not made or received an allocation of any Deferral Contributions under the Plan during the two-year period ending on the date of distribution;and(iii)has not received a prior Plan distribution under this de minimis exception,then(Choose one of a.,b.or c.): a. [X] Participant election.The Participant may elect to receive all or any portion of his/her Account. b. [ ] Mandatory distribution.The Plan Administrator will distribute the Participant's entire Account. c. [ ] Hybrid.The Plan Administrator will distribute a Participant's Account that does not exceed$ and the Participant may elect to receive all or any portion of his/her Account that exceeds$ but that does not exceed$5,000. 3. [X] Age 70 1/2.A Participant who attains age 70 1/2 prior to Severance from Employment may elect distribution of any or all of his/her Account. 4. [ ] Specify: [Note:An Employer need not permit any in-service distributions.Any election must comply with the distribution restrictions of Code Section 457(d).] 21. ODRO(4.06).The QDRO provisions(Choose one of a.,b.or c.): a. [X] Apply. b. [ ] Do not apply. c. [ ] Specify: • ©2020 7 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan 22. ALLOCATION OF EARNINGS(5.07(B)).The Plan allocates Earnings using the following method(Choose one or more of a. through f.): a. [X] Daily.See Section 5.07(B)(4)(a). b. [ ] Balance forward.See Section 5.07(B)(4)(b). c. [ ] Balance forward with adjustment.See Section 5.07(B)(4)(c).Allocate pursuant to the balance forward method,except treat as part of the relevant Account at the beginning of the Valuation Period %of the contributions made during the following Valuation Period: d. [ ] Weighted average.See Section 5.07(B)(4)(d).If not a monthly weighting period,the weighting period is e. [ ] Directed Account method.See Section 5.07(B)(4)(e). f. [ ] Describe Earnings allocation method: [Note:The Employer under Election 22f may describe Earnings allocation methods from the elections available under Election 22 and/or a combination thereof as to any:(i)Participant group(e.g.,Daily applies to Division A Employees OR to Employees hired after"x"date. Balance forward applies to Division B Employees OR to Employees hired on/before"x"date.);(ii)Contribution Type(e.g.,Daily applies as to Discretionary Nonelective Contribution Accounts.Participant-Directed Account applies to Fixed Nonelective Contribution Accounts);(iii)investment type, investment vendor or Account type(e.g.,Balance forward applies to investments placed with vendor A and Participant-Directed Account applies to investments placed with vendor B OR Daily applies to Participant-Directed Accounts and balance forward applies to pooled Accounts).] 23. HEART ACT PROVISIONS(1.31(C)(3)/3.13).The Employer elects to(Choose one of a.or b.and c.or d.): Continued Benefit Accruals. a. [ ] Not apply the benefit accrual provisions of Section 3.13. b. [X] Apply the benefit accrual provisions of Section 3.13. Distributions for deemed severance of employment(1.31(C)(3)) c. [X] The Plan does NOT permit distributions for deemed severance of employment. d. [ ] The Plan permits distributions for deemed severance of employment. 24. VESTING/SUBSTANTIAL RISK OF FORFEITURE(5.11).A Participant's Deferral Contributions are[Note:If a Participant incurs a Severance from Employment before the specified events or conditions,the Plan will forfeit the Participant's non-vested Account.Caution: if a Deferral is subject to vesting schedule or other substantial risk of forfeiture, it does not count as a deferral for purposes of the annual deferral limit until the year it is fully vested.](Choose all that apply of a.through d.): a. [X] 100%Vested/No Risk of Forfeiture.Immediately Vested without regard to additional Service and no Substantial Risk of Forfeiture.The following contributions are 100%Vested: 1. [X] All Contributions.(skip to 25.) 2. [ ] Only the following contributions.(select all that apply): a. [ ] Salary Reduction Contributions. b. [ ] Nonelective Contributions. c. [ ] Matching Contributions. b. [ ] Forfeiture under Vesting Schedule.Vested according to the following: Contributions affected.The following contributions are subject to the vesting schedule(Choose one or more of 1.,2.or 3): 1. [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. 3. [ ] Matching Contributions. 4. [ ] Vesting Schedule. Years of Service Vested Percentage ©2020 8 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan For vesting purposes,a"Year of Service"means: 5. [Note:It is extremely rare to apply a vesting schedule to Salary Reduction Contributions.] c. [ ] Substantial Risk of Forfeiture.Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows: Contributions affected.The following contributions are subject to the substantial risk of forfeiture under c. (Choose one or more of 1.,2.or 3): 1. [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. 3. [ ] Matching Contributions. Risk Provisions:Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows(Choose one of 4.or 5): 4. [ ] The Participant must remain employed by the Employer until ,unless earlier Severance from Employment occurs on account of death or disability,as the Plan Administrator shall establish. 5. [ ] Specify: Additional Provisions(Choose d. if applicable) d. [ ] Specify: FORFEITURE ALLOCATION.[Plan Sections 5.11(A)and 5.14]The Plan Administrator will allocate any Plan forfeitures as selected below.The Employer has the option to use forfeitures to pay plan expenses first and then allocate the remaining forfeitures in accordance with the selections below:(Choose one of the following): e. [ ] Additional Contributions.As the following contribution type(Choose one of 1.or 2): 1. [ ] Nonelective.As an additional Nonelective Contribution. 2. [ ] Matching.As an additional Matching Contribution. f. [ ] Reduce Fixed Contributions.To reduce the following fixed contribution(Choose one of 1.or 2): 1. [ ] Nonelective.To reduce the Employer's fixed Nonelective Contribution. 2. [ ] Matching.To reduce the Employer's fixed Matching Contribution. g. [ ] Specify: 25. TRUST PROVISIONS.The following provisions apply to Article VIII of the Plan(Choose as applicable;leave blank if not applicable): a. [ ] Modifications.The Employer modifies the Article VIII Trust provisions as follows: .The remaining Article VIII provisions apply. b. [ ] Substitution.The Employer replaces the Trust with the Trust Agreement attached to the Plan. 26. CUSTODIAL ACCOUNT/ANNUITY CONTRACT(8.16).The Employer will hold all or part of the Deferred Compensation in one or more custodial accounts or annuity contracts which satisfy the requirements of Code§457(g)(Choose a.or b.,c. if applicable): a. [X] Custodial account(s). b. [X] Annuity contract(s). c. [ ] Specify: [Note:The Employer under c.may wish to identify the custodial accounts or annuity contracts or to designate a portion of the Deferred Compensation to be held in such vehicles versus held in the Trust.] 27. VALUATION.In addition to the last day of the Plan Year,the Trustee(or Plan Administrator as applicable)must value the Trust Fund(or Accounts)on the following Valuation Date(s)(Choose one of a. or b): a. [ ] No additional Valuation Dates. b. [X] Additional Valuation Dates. (Choose one or more of 1.,2.or 3.): 1. [X] Daily Valuation Dates.Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee or Employer is conducting business. 2. [ ] Last day of a specified period.The last day of each of the Plan Year. ©2020 9 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan 3. [ ] Specified Valuation Dates: [Note:The Employer under Election 26b.3.may describe Valuation Dates from the elections available under Election 26b.and/or a combination thereof as to any:(i)Participant group(e.g.,No additional Valuation Dates apply to Division A Employees OR to Employees hired after"x"date.Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x"date.);(it)Contribution Type(e.g.,No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts);(iii)investment type,investment vendor or Account type(e.g.,No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed Accounts and no additional Valuation Dates apply to pooled Accounts).] 28. TRUSTEE(Select all that apply;leave blank if not applicable.): a. [ ] Individual Trustee(s)who serve as Trustee(s)over assets not subject to control by a corporate Trustee.(Add additional Trustees as necessary.) Name(s) Title(s) Address and Telephone number(Choose one of 1.or 2): 1. [ ] Use Employer address and telephone number. 2. [ ] Use address and telephone number below: Address: Street City State Zip Telephone: b. [ ] Corporate Trustee Name: Address: Street City State Zip Telephone: AND,the Corporate Trustee shall serve as: c. [ ] a Directed(nondiscretionary)Trustee over all Plan assets except for the following: d. [ ] a Discretionary Trustee over all Plan assets except for the following: 29. PLAN LOANS(5.02(A)).The Plan permits or does not permit Participant Loans(Choose one of a.or b.): a. [ ] Does not permit. b. [X] Permitted pursuant to the Loan Policy. 30. ROLLOVER CONTRIBUTIONS(3.09).The Rollover Contributions under Election 5.d.are made as follows: Who may roll over(Choose one of a.or b): a. [ ] Participants only. b. [X] Eligible Employees or Participants. ©2020 10 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan Sources/Types.The Plan will accept a Rollover Contribution(Choose one of c.or d.): c. [ ] All.From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan. d. [X] Limited.Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types: From any Eligible Retirement Plan eligible to be rolled into this Plan excluding non-Roth After-Tax contributions Distribution of Rollover Contributions(Choose one of e.,f or g.): e. [X] Distribution without restrictions.May elect distribution of his/her Rollover Contributions Account in accordance with Plan Section 4.05(C)at any time. f. [ ] No distribution.May not elect to receive distribution of his/her Rollover Contributions Account until the Plan has a distributable event under Plan Section 4.01. g. [ ] Specify: 31. EACA Automatic Deferral Provisions(3.14). Participants subject to the Automatic Deferral Provisions.The Automatic Deferral Provisions apply to Employees who become Participants after the Effective Date of the EACA(except as provided in d.below).Employees who became Participants prior to such Effective Date are subject to the following(a.—d.are optional): a. [ ] All Participants.All Participants,regardless of any prior Salary Reduction Agreement,unless and until a Participant makes an Affirmative Election after the Effective Date of the EACA. b. [ ] Election of at least Automatic Deferral amount.All Participants,except those who,on the Effective Date of the EACA,are deferring an amount which is at least equal to the Automatic Deferral Percentage. c. [ ] No existing Salary Reduction Agreement.All Participants,except those who have in effect a Salary Reduction Agreement on the effective date of the EACA regardless of the Salary Reduction Contribution amount under the Agreement. d. [ ] Describe: Automatic Deferral Percentage.Unless a Participant makes an Affirmative Election,the Employer will withhold the following Automatic Deferral Percentage(select e.or f.): e. [ ] Constant.The Employer will withhold %of Compensation each payroll period. Escalation of deferral percentage(select one or leave blank if not applicable) 1. [ ] Scheduled increases.This initial percentage will increase by %of Compensation per year up to a maximum of of Compensation. 2. [ ] Other(described Automatic Deferral Percentage): Automatic Deferral Optional Elections f. [ ] Optional elections(select all that apply or leave blank if not applicable) Suspended Salary Reduction Contributions.If a Participant's Salary Reduction Contributions are suspended pursuant to a provision of the Plan(e.g.,distribution due to military leave covered by the HEART Act),then a Participant's Affirmative Election will expire on the date the period of suspension begins unless otherwise elected below. 1. [ ] A Participant's Affirmative Election will resume after the suspension period. Special Effective Date.Provisions will be effective as of the earlier of the Effective Date of the EACA provisions unless otherwise specified below. 2. [ ] Special Effective Date: 32. In-Plan Roth Rollover Contributions. a. [ ] Yes,allowed. Effective Date(enter date) 1. [ ] In-Plan Roth Rollover Effective Date: 33. In-Plan Roth Rollover Transfers. a. [ ] Yes,allowed. Effective Date(enter date) 1. [ ] In-Plan Roth Rollover Transfers Effective Date: ©2020 11 DocuSign Envelope ID:9ACA565F-9ACA-4DF0-8EC6-1624ABDE503F Eligible 457 Plan This Plan is executed on the date(s)specified below: Use of Adoption Agreement.Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan.The Employer only may use this Adoption Agreement only in conjunction with the corresponding basic plan document. EMP A,,,ity of Huntington Beach 1/8/2024 I 3:35:20 PM PST By: ',--7U4bl55.1e1-4U4 DATE SIGNED ©2020 12 ,DocuSign Envelope ID:654955F1-302B-45D6-A03D-7F4A6D3DA7DD FIFTH AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NATIONWIDE RETIREMENT SOLUTIONS,INC. FOR ADMINISTRATION OF THE CITY'S 457 PLAN This Fifth Amendment to the Professional Services Contract between the City of Huntington Beach and Nationwide Retirement Solutions,Inc.for Administration of the City's 457 Plan is between Nationwide Retirement Solutions, Inc., a Delaware corporation ("Consultant"), and the City of Huntington Beach, California,the Plan Sponsor("City"). WHEREAS,Consultant and City executed the Professional Services Contract that commenced on the 9th day of November 2009, under which Consultant agreed to provide administrative services to the City;and WHEREAS,Consultant and the City amended the terms of the Professional Services Contract by executing the First Amendment to the Professional Services Contract on the 16'h Day of August,2012,and by executing the Second Amendment to the Professional Services Contract on the 2"d day of June, 2014, and by executing the Third Amendment to the Professional Services Contract on the 24th day of May,2018 and by executing the Fourth Amendment to the Professional Services Contract on the 17d'day of July 2019, The Professional Services Contract,First Amendment,Second Amendment,Third Amendment and Fourth Amendment are herein collectively referred to as the Contract;and WHEREAS, the City desires to continue to contract with Consultant in connection with the administration of the Section 457(b)Deferred Compensation Plan("Plan");and WHEREAS, Consultant desires to continue to provide such administrative services to the Plan subject to the terms and conditions set forth in the Agreement; and NOW, THEREFORE, Effective July 1, 2021, Plan Sponsor and Nationwide hereby mutually agree to amend the Contract by agreeing to the following: Section 4 ("TERM") of the Agreement is hereby deleted and replaced in its entirety with the following paragraph: 4. TERM This Agreement begins on the Effective date noted above and terminates on July 1, 2026, unless terminated earlier as set forth in the Agreement or extended by the parties in writing through election of the option to extend by one(1)additional year or by modification of this Agreement. Section 5,Subsection a("COMPENSATION")of the Contract is hereby deleted and replaced in its entirety with the following: 5. COMPENSATION a. As compensation for the performance of the Administrative Services provided by Nationwide pursuant to this Agreement,the Plan Sponsor and Nationwide agree that Nationwide shall be entitled to receive an annualized compensation requirement of 0.042%(4.2 basis points)of the Plan's account value held by Nationwide("Compensation Requirement")to be calculated and collected according to Nationwide's standard business practices. Nationwide's Compensation Requirement will be taken in the form of an explicit asset management charge applied against • [1] ,DocuSign Envelope ID:654955F1-302B-4506-A03D-7F4A6D3DA7DD Plan assets under management, including Plan balances held in the Self-Directed Brokerage Account("SDBA")and excluding outstanding participant loan balances. In addition to the foregoing,the parties acknowledge and agree that Nationwide may receive revenue associated with annuity contracts,revenue from mutual fund providers,as well as fees associated with • specific services or products. b. The Plan Sponsor directs Nationwide to assess and collect an additional asset management to be applied against all Plan assets under management,including Plan balances held in the Self • - Directed Brokerage Account but excluding participant loan balances,to be remitted to and used by the Plan Sponsor for reasonable and necessary Plan related expenses. This additional asset management charge will be calculated and collected from participant accounts according to Nationwide's standard business practices. This Plan expense charge will be in addition to Nationwide's Compensation Requirement described in Section 5.a above. c. Nationwide will provide the Plan Sponsor with a quarterly Compensation Requirement report within thirty(30)Business Days after the end of each quarter. As used in this Agreement,the term"Business Day"means each Monday through Friday during the hours that the New York Stock Exchange is open for business. d. The Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in connection -- with the sale and servicing of investments allocated to participant Plan accounts("Investment Option Payments"). The Investment Option Payments include mutual fund service fee payments as described in detail at www.nrsforu.com,and other payments received from investment option • providers. The Plan Sponsor directs Nationwide to credit all Investment Option Payments to participant accounts on a quarterly basis. The Investment Option Payments shall be credited to participant accounts on a pro-rata basis based on each participant's total assets held in all Plan investment options that generated the Investment Option Payments. e. The Plan Sponsor directs Nationwide to establish and maintain a separate account(the"Plan Expense Account")to which the asset management charge to in Section 5.b.will be credited. The Plan Expense Account will be funded on a quarterly basis. The Plan Sponsor will select a single investment vehicle to be used for the Plan Expense Account,which cannot be an investment vehicle included in the participant investment option line-up. The Plan Sponsor will direct Nationwide,in writing,to pay reasonable and necessary Plan expenses directly to a Plan service provider. i. When each invoice is submitted to Nationwide for payment,the Plan Sponsor shall certify in writing that the expenses represented by the invoice are reasonable and necessary Plan expenses. As the fiduciary of the Plan,the Plan Sponsor is solely responsible for making determinations with respect to the appropriateness of all expenses of the Plan and how the Plan Expense Account is managed. Nationwide does not accept this responsibility. ii. The account balance,account transactions and investment experience of the Plan Expense Account will be reported to the Plan Sponsor no later than thirty(30)Business Days after the end of each calendar quarter. [2] DocuSign Envelope ID:654955F1-3028-45D6-A03D-7F4A6D3DA7DD • iii. The Plan Sponsor will maintain the cumulative balance held in the Plan Expense Account at a reasonable level given the size of the Plan and the Plan's total annual expenses. Should the cumulative balance of the Plan Expense Account exceed a reasonable level, Plan Sponsor will direct Nationwide to allocate any excess accumulation to participant accounts on a pro-rata basis based on their total account balance. iv. Notwithstanding Section 5.e.iii. above,at the direction of Plan Sponsor,any balance in the Plan Expense Account that has not been applied to pay for reasonable and necessary Plan expenses can be allocated to participant accounts on a pro-rata basis based on their total account balance on an annual basis to be mutually determined and agreed to by the • parties. f. The Plan Sponsor acknowledges that it has received all information about compensation paid to Nationwide as the Plan Sponsor has reasonably requested and has determined that the total amount of compensation paid to Nationwide as described in this Compensation Section is reasonable and appropriate for the services provided. g. Plan Sponsor may request Nationwide and/or its affiliates to provide additional services not described in this Agreement by making such a request in writing,which Nationwide may decide • - to perform for compensation to be negotiated by the parties prior to the commencement of the additional services. Except as otherwise amended herein,all the terms and conditions of the Contract shall continue in full force and effect.To the extent that any discrepancies exist between any of the documents mentioned herein,the following order shall determine the controlling document: (1) this Fifth Amendment; (2) Fourth Amendment; (3) Third Amendment; (4) Second Amendment; (5) First Amendment; (6) Professional Services Contract. IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective on the date first written above. • [3] DocuSign Envelope ID:654955F1-302B-4506-A030-7F4A6D3DA7DD APPROVED BY APPROVED BY Nationwide Retirement Solutions,Inc.: City of Huntington Beach,California • Docuslgned by: Plan S onsor • By� B igge_4 -1 . . : Y 4D13E30C54E04471... • Catherine Moore • Printed Name: Printed Name: Alisa Backstrom • AVP Operations Title: Title: City Treasurer 6/24/2021 I 4:49:57 PM EDT Date: Date: June 23, 2021 APPR VED AS T FO By: UE.GA CITY ATTORNEY CITY F HUNTINGTON BEACH • • • • • [4] fc41.47H AME.NDME.NT TeF THE ettOFEsSIONAt:SE1 Y>CESs.CONTRACT$1C'I' EEIsr THE Crry OF UIIJNTIINGTON BEAcif AND NATIONWIDE;RETIREMENT:-SOLUTIONS;il+tC. .FOR r+rDiVttNtSAnorf,.OIL TIi.E;crt $47 PLAN This,Fourth:Amendment to the Professional:Seraices Contract.between,the City a f:Iitintington Beach:and Nationwide<Retirement Solutions Inc., far.Ad ninistration of.the:City's 457'Plan is.between< Nationwide Retirement Solutions;.Inc.ra Delaware.corporation:("Consultant ;.aitd theCty o f Huntington .13'eacli,.Calif❑r iia,.the Plan Sponsor("City"). WHEREAS;'Coosuultant attd eiiy,executedtheProfessionalI Services Contract:that comimenced.orr the.9d day of`Noveniber„20099 under which,Consultant agreed to provide;administrative services to:the City;and ( WH010AS,.Consultant.and the::City amended the terms of the Professional,Services:Contract,by executing theTist Atriendment°to the ProfessiionalServices Contraction the.I C ".Day.ofAugust,2a L2;,and, by executing`the Second Amendttlent to the'Professionar:Services Contract on the 2nd.day ofi Tune,2014, and by:executing'the• ThtrtiArnamimenttq:• the:Professional Services Contract onthe24.•:dayofMilay.•,2018... T.zie;Professional Servtces.Contract,First.Amendmen*'Second Amendment,.and Third.Amendment are .liiereiai,coll'ecth lyreferred:toastheContrac4and ( WHEREAS, the City;desires;to continue to contract with:Consailtant tit connection,8vittt the :adininistratron of.the Section,457(by Deferred Compensation.Pfan("PIaif);and 'WHEREAS,Consultant desires to condo-tie to provide;such administrative'setvices to the.Plan subject tattle terms and conditions.set forth iii tfie Agreement;arid` .NOW;.:THEREFORE;1'ian Donor and Nationwide>herebyrn utually agree:to amend:theCo,itrai t liy agreeing to the,follovitng. Section S, Subsection A of the Contract is hereby deleted and replaced.in its entirety with Lire fnilbwix±g p� �y� .�+{� ,COMPEt\S4 IO�: ! ,Consiittailt agrees that its fee::for services under this Contract will be 0A3i!d (1;1:halts points} annualized:of tlse average jnonthiy tptat of 457(t)Plan assets.This fee shalt: a takert front the revenue Consultant receives from Investment`Option'Payments it receives front utvestizient option ;providers Investment Option,Payments include Mutual Pond`.Service:Fee Payments:as described, ESthibitIB=2 and otherpay,.mentsreceived 06m inveslThcnt option pravtders Revenue earned by affiliated Consultant companlea of businesses:in:connection with the Plans' investments,:and>iot directly:credited:ta Coiisuitactt for eldininisfrayve;services,.slialI not be included:in.the calculation. Should the fora(Investment Option:Payments for a,calendar quatter'total:less:than 13 basis:pointsf •:analized;:Copsultant.shall.tiotity City.of the amount.of the:shortfall.CIty.shall,h nu avethzrty;(3O). calendar days froni'tlie.date of such notification.to,determine whether.to"pay the amount of the :shortfall directly'to Consultant;.to authorize.:Consultant to deductH:the di€fer...ence directly;from; Participant accounts, or in another<mutualLy agreed upon option:.City shall.;specity:<whetherto deduct such Shortfall on a per capita.or prct-rata:basis, acid:when autborites Consultant:to withdrawal stich-amountspra tata acrosx..aIl investments iiireach Participant'..;account;. • [1 ! •• • • Should the total ftWeattnent.i-Option Paymontslorte preceding calendar Vatter exceed ii basis points;annualized t`EkeeS&Inveltnietit Option Paymentsli•the City directs Consultant tri Allocate suchexceSs Investment Option'Payments tO: the Plan:Expense iteintbnitement. Account described in Sectionll of the Contract.lhe Excess Investment Option ISto be used solely for,the benefitolthe Plan,.its participants or their beneficiaries. Consultant will calculate:the InveStnietit:pptien Paytneats J Nctei've& es described herein, eecit calendar quarter-Consultant will alSo,caletitate:the'tOtelk.W4s$cN for OlArteti.lysetrupoit the average monthly balance a all participant accounts including but not limited sto Participant aelr, directed assets And assets With:lean& included with.any no0eattott ofsevonne sitertfall or payment ofreventie in excess of 13.'basis Consultant:agrees to•provide'city a detailed report on all revenue and fees received in connection With the Me.Thin shall include but not be Iftnited to all revenue associated with the prOgrent,and received by Consultant and Consultanes affiliates This excludes•Participant tees 404*With the self-directed option,managed accounts and loan fees,.In.addition,the Account balance,.account transactions And,in,yeatment experience of the Plan'Expense.Rein )Otsrotnent, Account will be Opened to the City no later than Thirty'(30)Business Days after the end dteadtv calendar quarter -Consultant agrees to update 41 of this information in writing to the City on a quarterlyOasis;: Except as otherwise amended herein,.ail.the terms and etinditietis ofte Contract Shalt continue in full fatee and effect To the extent that any discrepancies vAlittetweeR Any:Otte•dnettniettta mentioned•hereini,the following order shall detertnitte the:controlling document Cl). this Fourth .Amendment; M Third Amendment;(3)Second Amendment;,(4)i First Amendment;(5);littifeiSictiet Services ‘Orttiract.. IN WITNESS 11F4M.*k the parties bdtetp,have executed this.AMPAckle01.0frOtive on the date first 'WrittetlyehOVe. • APPROV.Ett: APPROVEDay' IslatiOrmide;Retirentent SOltition4 iCity of U.0.0tio$0.0$ ch,Cgifotrii4. Plan Sponsor By: Cr..-,1"Uo_.- By 1111Air—lki"' DICAUTH' : ' • „ ••• • Printed „. • • (,;* Dal Nettie ; Printed Kamm;711t toa ltrUY I Titre A.aJ Oc& e6 ettili:17)(eri- 1-J•Yer Dater ... if, I 71 b- .140A Date:' • . • • [23 THIRD AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NATIONWIDE RETIREMENT SOLUTIONS,INC. FOR ADMINISTRATION OF CITY'S 457 PLAN This Third Amendment to the Professional Services Contract between the City of Huntington Beach and Nationwide Retirement Solutions, Inc. for Administration of City's 457 Plan is between Nationwide Retirement Solutions, Inc., a Delaware corporation and an affiliate and subsidiary of Nationwide Financial Services,Inc.("Consultant"),and the City of Huntington Beach,California,the Plan Sponsor("City"). WHEREAS,Consultant and the City executed the Professional Services Contract that commenced on the 9th day of November,2009,under which Consultant agreed to provide administrative services to the City;and WHEREAS,Consultant and the City amended the terms of the Professional Services Contract by executing the First Amendment to the Professional Services Contract on the 16th day of August,2012,and by executing the Second Amendment to the Professional Services Contract on the 2"day of June,2014. The Professional Services Contract,First Amendment,and Second Amendment are hereinafter collectively - referred to as the Contract;and WHEREAS, the City desires to continue to contract with Consultant in connection with the administration of the Section 457(b)Deferred Compensation Plan("Plan");and WHEREAS, Consultant desires to continue to provide such administrative services to the Plan subject to the terms and conditions set forth in the Contract;and NOW,THEREFORE,Effective July 1,2018,the City and Consultant hereby mutually agree to amend Section 5("Compensation and Method of Payment")of the Contract,as follows: 1. Section 5, Subsection A of the Contract is hereby deleted and replaced in its entirety with the following: A. COMPENSATION Consultant agrees that its fee for services under this Contract will be 0.15%(15 basis points)annualized of the average monthly total of 457 Plan Assets. This fee shall first be taken from the revenue Consultant receives from Investment'Option-Payments it receives from investment option providers.Investment Options Payments include Mutual Fund Payments as described in Exhibit B-1 and other payments received from investment.optionproviders.:Revenue earned by affiliated Consultant companies of businesses in connection with the Plans'investments,and not directly credited to Consultant for administrative services,shall not be included in the calculation. Should the total Investment Option Payments for a calendar quarter total less than 15 basis points annualized,Consultant shall notify City of the amount of the shortfall.City shall have thirty(30)days from the date of such notification to determine whether to pay the amount of the shortfall directly to Consultant, to authorize Consultant to deduct the difference directly from Participant accounts or in another mutually agreed upon option.City shall specify whether to deduct such shortfall on a per capita or pro-rata basis,and when due authorizes Conanlimit to Wit&IraWat stielt an:taunts pro-rata across allinVeatinettia :earl Participants*count: Should the total inveatinent Option Payments for the pretedtrig calendar quarter exceed 15 basis points annualized(the"Excess Investment Option Payment!),the City directs Consultant to allocate Excess Investment Option Paymentto themati,ExpenseReinibtimeinentAccoutit as described in Section 47.0f the :Contract The Excess Investment Optioh,Payment is to be used solely:for the'benefit Of the Plan, its Participants or theirbeneficiaries IcenSultant will calculate the Investment'Option Payment it receives,as described herein,each calendar quarter Consultant will also calculate the total Plan assets for the'quarter,based upon the average rnonagy balance in all participant-.40enOnts,.inchtding but not limited to Participant self-directed assets and assets aaaociatddWith Wins Included with any notification of revenue shortfall or payment of revenue in excess of-IS basis points, - Consultant agrees to provide City a detailed report on :revenue and feel received in connection with the :Plan.This shall include but not be limited to all irevenue associated With the program and received by Consultant and Consultants afiThates This excludes Participant fees associated with self-directed option, managed accounts and 100 fees In addition,.:the account balance, account transactions and inveatment . experience of the Plan:Expense Reimbursement Account will be'reported 10 the.CitY. no Wet than thirty EtuainessDaysafter the end ofenchcalendor quartet Consultantagrees tonpdatetill Of this information in,writ*to the City on nottarterly 2. :Except as other%vise prOvided hotoitt„.411'thekternit and conditions-Of the Contract shall continue h; AM force:and.effect To the extent that any disCrepanCies, exist between any of the documents mentioned herein, -the following order ,shall determine the .0005114 document Third AITIOdEfiefttt Second Amendmen4 FirstAttendtrient„Professienal Services Contract., IN WITNESS 1411114W)F, :the parties toetolave executed this Third Amendment-:to the.Contract, effeetiVela Ai.1)C1 APPROVED BY: -APPROVED BY: NatiOnviideRetirement Solutions,Inc.; City of Huntington Nadi,California • By: Namer . Nettle if.6.61. Cut19er.7 Title: a V` „ Aft) Et!" Twaso rer t" - -" . - Date; - - . Data 5'2(4-49> ' Second Amendment to the Professional Services Contract Between The City of Huntington Beach and Nationwide Retirement Solutions,Inc. For Administration of City's 457 Plan This Second Amendment to the Professional Services Contract is entered into and effective this 2nd day of June 2014, between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as ("City"), and Nationwide Retirement Solutions, Inc. a Delaware corporation hereinafter referred to as (`Consultant'). RECITALS • WHEREAS, the City and Consultant entered into a Professional. Services Contract that commenced on November 9, 2009, for administration of the City's 457 Plan; and WHEREAS, the City and Consultant revised the terms of the Professional Services Contract by executing the First Amendment to the Professional Services Contract on August 16th, 2012. The Professional Services Contract and the First Amendment to the Professional Services Contract• are collectively referred to as the • Contract. • WHEREAS, the City and Consultant desire'to modify the compensation assessed .under the Contract. • NOW,THEREFORE, in consideration of the mutual obligations and covenants set forth herein,the City and Consultant hereby amend the Contract as follows: • 1. Section 5, subsection A of the Contract is hereby deleted in its entirety and replaced with the following: 1 Compensation and Method of Payment A. Compensation. Consultant agrees that its fee for services under this Contract will be 0.17% (17 basis points) annuslized of the average monthly total of 457 Plan Assets. This fee shell first be taken from the revenue Consultant receives from Investment Option Payments it receives from investment option providers. Investment Options Payments include Mutual Fund Payments as described in Exhibit B-1 and other payments received from investment option providers. Revenue earned by affiliated Consultant companies of businesses in connection with the Plans' investments, and not directly credited to Consultant for administrative services, shall not be included in the calculation. Should the total investment Option Payments for a calendar quarter total less than 17 basis points annualized, Consultant shall notify City of the amount of the shortfall. City shall have thirty (30) days from the date of such notification to determine whether to pay the amount of the shortfall directly to Consultant, to authorize Consultant to deduct the difference directly from Participant accounts or in another mutually agreed upon option. City shall specify whether to deduct such shortfall on a per capita or pro-rata basis, and when due authorizes Consultant to withdrawal such amounts pro-rata across all investments in each Participant's account. Should the total Investment Option Payments for the preceding calendar quarter exceed 17 basis points annnelized (the "Excess Investment Option Payment") Consultant agrees to pay the City such amounts within thirty (30) business days of the end of the calendar quarter. The Excess Investment Option Payment is to be used solely for the benefit of the Plan, its Participants or their beneficiaries. The City will direct Consultant to allocate such Excess Investment Option 2 Payment to either: 1.) The Plan Expense Reimbursement Account as described in Section 17 of the Contract, or 2.) Allocate the Excess Investment Option Payments in a mutually agreed upon manner by the City and Consultant. Consultant will calculate the Investment Option Payment it receives, as described herein, each calendar quarter. Consultant will also calculate the total Plan assets for the quarter, based upon the average monthly balance in all participant accounts, including but not li,nited to Participant self directed assets and assets associated with loans. Included with any notification of revenue shortfall or payment of revenue in excess of 17 basis points, Consultant agrees to provide City a detailed report on all revenue and fees received in connection with the Plan. This shall include but not be limited to all revenue associated with the program and received by Consultant and Consultant's affiliates. This excludes Participant fees associated with self directed option, managed accounts and loan fees. Consultant agrees to update all of this information in writing to the City on a quarterly basis. The Consultant will offer the City additional breakpoints based upon the total assets of the Plan. The breakpoints are as follows: Plan Assets Total Revenue Requirement At$95 million 0.16%(16 basis points) At$125 million 0.15%(15 basis points) The breakpoints will be adjusted after two (2) consecutive full calendar quarters have experienced the new asset level the generated the reduction in the total revenue requirement. 6. Exhibit B-1, hereto and incorporated herein, hereby replaces Exhibit B of the Contract. 3 EXCEPT AS OTHERWISE PROVIDED HEREIN ALL THE TERMS AND CONDITIONS OF THE AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT. IN WITNESS WHEREOF, the parties execute this Second Amendment effective. on the date first written above. City of Huntingto i each: a municipal Nationwide Retirement Solutions,Inc. C,)rporati. o a.e S • .- of a ifs ,'a a Delaware corporation °rint Name: M i CAlete 3 Wiflrtft Name: Title I ►rCC.Anr it mar) Title:_IQ, xtit'r Date: 5-22-14 Date: • 1 4 Exhibit B-1 Mutual Fund Payments Our Relationships with the Mutual Funds Nationwide Retirement Solutions,Inc.,offers a variety of unregistered group variable annuity contracts and mutual fund platforms(collectively referred to as "retirement products"). Those retirement products are sold exclusively in the public sector retirement markets through Nationwide's life insurance and trust company affiliates (collectively referred to as the "Nationwide companies") The variable accounts,trust accounts,or custodial accounts (the "Accounts")that accompany the retirement products offer investment options,and purchase and sell shares of certain mutual funds • in the aggregate each day so that the performance of the investment options corresponds to the performance of those mutual funds.When the Accounts aggregate these transactions,the mutual fund does not incur the expense of processing individual transactions that it would incur if it sold its shares to the public directly. This expense is instead incurred by the Nationwide companies. The Nationwide companies also incur the distribution costs associated with selling the retirement products,which benefits the mutual funds by providing contract owners and participants with investment options that correspond to the underlying mutual funds. An investment adviser or subadviser of a mutual fund or its affiliates may provide the Nationwide companies with wholesaling services that assist in the distribution of the retirement products and may pay to participate in educational and/or marketing activities.These activities may provide the adviser or subadviser(or their affiliates)with increased exposure to persons involved in the distribution of the retirement products. Types of Payments the Nationwide Companies Receive In light of the above,certain mutual funds or their affiliates make payments to the Nationwide companies(the "payments").The amount of these payments is typically based on an agreed upon percentage times the amount of assets that the Accounts invest in the mutual funds. These payments may be used for any corporate purpose,which includes reducing the price of the retirement products,paying expenses that the Nationwide companies incur in promoting, marketing,and administering the retirement products,and achieving a profit. The Nationwide companies receive the following types of payments: ■ Mutual fund 12b-1 fees,which are deducted from mutual fund assets; ■ Sub-transfer agent fees or fees pursuant to administrative service plans adopted by the mutual fund,which may be deducted from mutual fund assets; and ■ Payments by a mutual fund's adviser or subadviser(or its affiliates). Such payments may be derived,in whole or in part,from the advisory fee that is deducted from mutual fund assets and reflected in the mutual fund charges. Furthermore,the Nationwide companies benefit when assets are invested in Nationwide's affiliated mutual funds(i.e.,Nationwide Variable Insurance Trust and/or Nationwide Mutual Funds)because their affiliates also receive compensation from the mutual funds for investment 5 advisory,administrative,transfer agency,distribution,and/or other services. Thus,the Nationwide companies may receive more revenue with respect to affiliated mutual funds than unaffiliated mutual funds. The Nationwide companies took these anticipated payments into consideration in determining the charges they impose under the retirement products(apart from fees and expenses imposed by the mutual funds).Without these payments,the Nationwide companies would have imposed higher charges on their retirement products. Amount of Payments the Nationwide Companies Receive For the year ended December 31,2013,for public sector retirement products,the maximum payments that the Nationwide companies received from the mutual funds and their affiliates(as a percentage of the average daily net assets of the mutual funds attributable to the retirement products)and weighted average payments were: Maximum Percentage Weighted Averages" Public sector retirement products* I 0.75% I 0.286% *Excludes select public sector retirement plan assets where the Nationwide companies either do not have agreements to receive any payments from the mutual funds or do not retain payments from the mutual funds. ** Weighted averages are the product of amounts the Nationwide companies earned,divided by annual average mutual fund assets (using quarter end average balances).All mutual funds available in a line of business are included when determining average mutual fund assets, regardless of whether the mutual funds or their affiliates actually made any payments to the Nationwide companies during the year,subject to the exclusion noted above. Most mutual funds or their affiliates have agreed to make payments to the Nationwide companies, although the amount of the payment may vary from mutual fund to mutual fund. Some mutual funds may not make any payments at all. The amount of the actual payments the Nationwide companies receive is based on an agreed upon percentage times the amount of assets invested by the Accounts in the mutual funds.As such,the Nationwide companies may receive higher payments from mutual funds that pay a lower percentage than from mutual funds that pay a higher percentage because of the level of assets invested by the Accounts. Opportunities to participate in educational and/or marketing activities offered by investment advisers or subadvisers of the mutual funds or their affiliates to employees of the Nationwide companies are not taken into account in determining the amount of payments received. Identification of Mutual Funds Offered in Our Retirement Products The Nationwide companies identify a menu of potential mutual funds that correspond to the investment options for their retirement products.They may consider several criteria when • identifying those mutual funds,including some or all of the following: investment objectives, investment process,investment performance,risk characteristics,investment capabilities, experience and resources,investment consistency, and fund expenses. In some cases,the Nationwide companies identify mutual funds based on requests and recommendations made by retirement plan sponsors and/or their advisors.Another factor the 6 Nationwide companies consider during this process is whether the mutual fund's adviser or subadvisor is one of their affiliates or whether the mutual fund,its adviser,its subadviser(s),or an affiliate will make payments such as those described above. You should consider all of the fees and charges of a retirement product in relation to the features and benefits of that product when making your decision to invest.The fees of the mutual funds being offered as part of the overall retirement product should also be considered in your decision. Please note that higher product and mutual fund fees and charges have a direct effect on the investment performance of your retirement savings. (Additional information is available through"Fund Payments Made to Nationwide"link on www.nrsforu.com) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NATIONWIDE RETIREMENT SOLUTIONS, INC. FOR ADMINISTRATION OF CITY' S 457 PLAN THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as the "City", and Nationwide Retirement Solutions, Inc. a Delaware corporation hereinafter referred to as the "Consultant". WHEREAS, the City has established a deferred compensation plan (herein the "Plan") pursuant to section 457 of the Internal Revenue Code (the "Code") and has determined that it is an "eligible employer" as that term is defined in section 457(e)(1)(A) of the Code. WHEREAS, the City and Consultant desire to enter into an agreement for the Consultant to provide professional services to the City and the Plan as set forth herein, upon the terms and conditions set forth below, Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and The Consultant has been selected to perform these services, NOW, THEREFORE, it is agreed by the City and the Consultant as follows: 1. DESIGNATION The City acknowledges that it, as the sponsor of the Plan, is a fiduciary of the Plan. The City hereby designates the Consultant as Plan Administrator and agent of the City for the purpose of providing administrative, recordkeeping, and investment services to the Plan. The City acknowledges the Consultant will not exercise any discretionary control or authority over the Plan or Plan assets and is not a fiduciary of the Plan. The Consultant shall establish policies and develop procedures to administer the Plan in accordance with the Plan and regulations related to the administration of eligible governmental plans under Code section 457. The Consultant agrees to perform all services for the Plan as an expert in defined contribution/deferred compensation administration and holds itself out as possessing greater knowledge and skill than the average person with respect to the Plan's third -party administration services. ?. SCOPE OF SERVICES The Consultant shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." 08-1616.001(31484 1 " C The Consultant hereby designate swho shall represent it and be its sole contact and agent in all consultationNithth&.6it-Y during the performance of this Agreement. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 4. TERM- TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on oy cfnb v- , 20_ (the "Commencement Date"). The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the Project if mutually agreed to in writing by the City and the Consultant. In the event the Commencement Date precedes the Effective Date, the Consultant shall be bound by all terms and conditions as provided herein. 5. COMPENSATION AND METHOD OF PAYMENT A. Compensation for Administrative Services The Consultant agrees that its compensation for administrative services under this Agreement shall be 0.24% (24 basis points) of annualized revenue received by the Consultant that is directly associated with Plan assets, based upon the average monthly total Plan participant assets, including participant assets invested in any self -directed brokerage option and assets associated with loans. The Consultant will provide the City a Quarterly Administration Revenue Report of the calculated quarterly revenue. Should the total revenue received by the Consultant for a given calendar quarter be less than 0.24% (24 basis points), annualized, the Consultant shall notify the City of the shortfall. The City shall have thirty (30) business days from the date of such notification to pay the amount of the shortfall directly to the Consultant or to authorize the Consultant to deduct the difference directly from participant accounts on a per capita or pro rata quarterly basis, and to authorize the Consultant to liquidate investments from each participant's account on a pro rata basis across the investments in each account when payable. Should the total revenue received by the Consultant for the preceding calendar quarter exceed 0.24% (24 basis points), the Consultant agrees to reimburse the Plan of amounts associated with Plan assets in excess of 0.24°lo (24 basis points) within thirty (30) business days of the end of the calendar quarter. At the direction of the City, the Consultant will direct the excess revenue to participant accounts, or to the City to offset expenses associated with the Plan. Such excess may be distributed on a pro rata or per capita basis. 08-1616.001/31484 2 B. SEPARATE PARTICIPANT FEES 1. Loans — In the event that the Plan should offer loans to participants, each loan application will be subject to a $50 non-refundable fee, which is deducted from the participant's account. In addition, each participant with an outstanding loan will be charged an annual $50 administrative fee, which is deducted from the participant's account. Should the participant default on the loan, a $50 nonrefundable default fee will be assessed against the participant's account at the time of default, in addition to the annual $50 administrative fee. Interest will be charged at the rate of interest in effect at the time of the initial loan. Interest will continue to accrue after a default, until the outstanding loan balance (principal, interest and fees) is repaid in fill or offset against the remainder of the account balance. 2. Self -Directed Brokerage Account (SDBA) — The SDBA investment option is available for qualifying participants in the Plan. There is a non- refundable initial fee of $50, which is deducted from the participant's account. Thereafter, a $50 annual administrative fee will be deducted from the participant's account. In addition, Charles Schwab & Co., Inc. may assess transaction and other fees related to the SDBA. 6. EXTRA WORK In the event the City requires additional services not included in Exhibit "A" or changes the scope of services described in Exhibit "A," the City and the Consultant shall mutually agree to modifications of Exhibit "A". The Consultant reserves the right refuse to undertake such work without additional compensation. Additional compensation for such extra work shall require mutual agreement by and between the City and the Consultant. 7. DISPOSITION OF PLANS. ESTIMATES AND OTHER DOCUMENTS The Consultant agrees that title to all materials prepared exclusively by the Consultant in connection with the City's Plan, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, snaps, memoranda, letters and other documents, shall belong to the City, and the Consultant shall turn these materials over to the City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by the City as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind 08-1616.001/31484 3 or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. The City agrees to defend, indemnify, and hold harmless the Consultant, its officers, employees, and agents from all loss, cost, and expense arising out of any loss or injury sustained by anyone in connection with the City's acts, errors, or omissions, or any of those of its officers, agents, or employees, whether such act is authorized by this Agreement or not; and shall pay for any and all damages to the Consultant's property and or loss or theft of such property. 9. PROFESSIONAL LIABILITY INSURANCE The Consultant shall obtain and furnish to the City a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for the Consultant's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of the City. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. The Consultant shall notify the City of circumstances or incidents that might give rise to future claims. The Consultant will make every effort to maintain similar insurance during the required extended period of coverage following Project completion. If insurance is terminated for any reason, the Consultant agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If the Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. 08-1616.001/31484 4 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, the Consultant shall furnish to the City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force in accordance with stated effective and expiration dates of policy; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. The Consultant shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by the City. The requirement for carrying the foregoing insurance coverage shall not derogate from the Consultant's defense, hold harmless and indemnification obligations as set forth in this Agreement. The City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. The Consultant shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR The Consultant is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of the City. The Consultant shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for the Consultant and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT A. By City. The CITY may terminate this Agreement upon 60 days' written notice to CONSULTANT without cause. Such written notice does not relieve the CITY of any termination requirements of any applicable annuity contracts or that may be associated with specific investment options. 08-1616.001/31484 B. By Consultant If the City fails to agree, whether by act or omission, to the terms and conditions for participation in the Program, the Consultant shall have the right to terminate this Agreement upon 60 days' written notice to the City; provided however, the City may cure the default or omission within 60 days immediately following the date of said notice. Such written notice does not relieve the Consultant of any termination requirements of any applicable annuity contracts or that may be associated with specific investment options. Upon the effective date of termination of this Agreement, the following shall occur: 1) the Consultant will no longer accept deferrals; 2) the Consultant will provide the City with a copy of all records relating to Participant sub -accounts, in hard copy or such other form as mutually agreed upon between the City and the Consultant, within one hundred twenty (120) days after the effective date of termination; and 3) Accounts in distribution will be transferred to the City or its designee in accordance with the time frame described above. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by the Consultant to any other person or entity without the prior express written consent of the City. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYMGHTS/PATENTS The City shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement, provided that such work is created exclusively for use with the City's plan. 15. CITY EMPLOYEES AND OFFICIALS The Consultant shall employ no official of the City nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to the Consultant's agent (as designated in Section 1 hereinabove) or to the City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. The City and the Consultant may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: 08-1616.001/31484 6 TO CITY: TO CONSULTANT: City of Huntington Beach Nationwide Retirement Solutions, Inc. ATTN: Shari Freidenrich, City Treasurer ATTN: P.O. Box 190 5900 Parkwood Drive 2000 Main Street Dublin Ohio 43016 Huntington Beach, CA 92648 and copy to: Nationwide Retirement Solutions, Inc. ATTN: Office of General Counsel One Nationwide Plaza, 1-34-302 Columbus, Ohio 43215 17. CONSENT When the City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation 08-1616.001/31484 7 contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMNIIGRATION The Consultant shall be responsible for full compliance with the immigration and laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED The Consultant and the City agree that the City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. The Consultant understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for the City; and the City shall not be liable for payment of any legal services expenses incurred by the Consultant. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing parry. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the 08-1616.001/31484 8 power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the City fully for any injuries or damages to the City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. Consultant's initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof 29. CONFIDENTIALITY The Consultant agrees that all information supplied to and all work processed or completed by the Consultant shall be kept confidential and will not be disclosed except as required by law. other. 30. PRIVITY OF CONTRACT The Consultant and Plan participants shall have no privity of contract with each 31. TITLE AND OWNERSHIP In accordance with the provisions of Internal Revenue Code Section 457, all amounts of compensation deferred pursuant to the Plan, all property and rights purchased with such amounts, and all income attributable to such amounts, property, or rights shall be held for the exclusive benefit of participants and beneficiaries under the Plan and shall be held in a trust, in an annuity contract and/or in one or more custodial accounts. 32. CIRCUMSTANCES EXCUSING PERFORMANCE Neither party to the Contract shall be in default by reason of failure to perform in accordance with its terms, including but not limited to the administrative and marketing services set forth in this Agreement, if such failure arises out of causes beyond reasonable control and without fault or negligence on their part. Such causes may include, but are not limited to, acts of God or public enemy, acts of the government in its sovereign or contractual capacity, fires, 08-1616.001/31484 9 floods, epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather. Neither party shall be responsible for performing all or that portion of services precluded by the foregoing events for such period of time as the City or the Consultant are precluded from performing such services in the normal course of business. The Consultant shall not be liable for lost profits, losses, damage or injury, including without limitation, special or consequential damages, resulting in whole or part from the foregoing events. "Acts of God" are defined as acts, events, happenings or occurrences due exclusively to natural causes and inevitable accident or disaster, exclusive from all human intervention. 33. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. NATIONWIDE RETIREMENT tU9LLrtfvn1 By: PIG name ITS: (circle one) Chairtr side ice President AN D By: L,oA 69- W- Ka—IMLSMAI print name ITS: (circle one) Secre Chief Finance Office Asst. ecretary -Treasurer t CITY OF HUNTINGTON BEACH, a municipal corporation of the State of. California reasurer i APPROVED: APPROVED AS TO FORM: Administrator `City Attorney 08-1616.001/31484 10 EXHIBIT 6W9 I. INVESTMENT OPTIONS Consultant agrees to accept deferred compensation Plan funds for investment in available investment options as mutually agreeable to the Parties as set forth herein. The City agrees to accept the terms and conditions of any insurance and/or investment company contracts as represented in such insurance and/or investment company disclosure documents and as represented by Consultant pursuant to the operation of this Program. For all investment options made available to the Plan's participants through and including any insurance company contracts, the City acknowledges and agrees that: • Consultant may receive payments from the investment options (or their affiliates) that are available to the Plan; ® investment option providers (including Consultant or its affiliates) may impose restrictions and/or fees on purchases or redemptions; any fees, including investment management fees, associated with the investment options are separate from fees imposed by Consultant as the Administrator of the Plan; Consultant may impose policies (in addition to policies imposed by the investment options) intended to detect and deter harmful trading activities; and • Participants and the Plan will be subject to the terms and conditions of the investment options in the Plan. 2. ESTABLISHMENT OF ACCOUNTS A. ENROLLMENT SERVICES Consultant agrees to process, or arrange to have processed, the enrollment of eligible employees who elect to participate in the Plan. Consultant agrees to provide informational and promotional material pursuant to the Plan for distribution to employees of the City. The City agrees to allow and facilitate the periodic distribution of such material to employees and to disseminate promotional and communication materials as provided to it for employee distribution. The minimum participant deferral per pay period shall be not less than $10.00 of participant's salary. The City agrees to provide the Consultant its full cooperation and support in administering the necessary deferral process for employee contributions. Specifically, the 08-1616.001/31484 EXHIBIT A City agrees to: 1. Notify Consultant in writing, within fourteen (14) business days of a Participant's severance from service, including retirement, with the City. 2. Name a City official or committee to act as Contract Administrator on behalf of the City on all material matters relating to activities of the Plan. 3. Cause appropriate deductions to be made from such payroll(s) as may be applicable and send the funds representing the total participant deferrals to Consultant. 4. Arrange for representatives of Consultant to conduct enrollment meetings with the City's employees. S. Accept the terms and conditions of the investment media and, if applicable, insurance contracts issued to the City pursuant to the Plan adopted by the City; 6. Use the Plan document, promotional materials, and other forms provided to it in connection with Consultant's administration of the Plan. 7. Notify Consultant immediately as to any decrease in a participant's includible compensation or any increase in any pre-tax salary reduction. 8. Provide to Consultant in such electronic or magnetic media designated by Consultant, a deferral listing with respect to participant sub -accounts to include not less than the following: Name of participant Social security number of participant Amount to be credited to participant's sub-account(s) 9. To send funds by wire transfer, through an automated clearinghouse in accordance with written instructions provided by Consultant. (Failure to follow the written instructions provided by Consultant may result in delay of posting to Participant accounts). 10. Authorize Consultant to act upon instructions given by Participants pursuant to their personal identification number (PIN), such PINs can be used to obtain certain services as designated by Consultant. Consultant agrees to: 1. Establish a sub -account for each Participant. 2. Post and credit the amounts sent by the City to the sub -accounts) of Participants in accordance with the latest written instructions on file with Consultant. 08-1616.001/31484 EXHIIBrr A 2 3. PARTICIPANT SERVICES Consultant agrees to: A. Establish funding options and administrative operations so as to comply with regulatory authorities, including applicable federal and state statutes, constitutional restrictions and other appropriate authorities. B. Provide the City with technical assistance as is necessary to implement the Plan in accordance with the Plan document. C. Provide an administrative support system to facilitate employee deferrals, reconciliations, disbursements to the investment media, maintenance of the individual and the City account records, provide periodic statements and coordinate employee distributions, and assure proper tax reporting systems. D. Provide such accounting and internal controls systems as are necessary to provide the City with those reports specified in this Agreement, to meet the City's individual financial reporting requirements. E. Provide an interactive voice response (IVR) toll free telephone number which shall be operative 24 hours per day, 7 days per week (less normal maintenance time) for the IVR, and for live Participant Service Representatives, Monday through Friday, 8 a.m. -9 p.m. Eastern time, each business day. Using this number, participants may obtain information about participant accounts. The City authorizes Consultant to honor instructions, which may be submitted by participants using this number, either via the IVR, or to a live representative. Participant instructions may be in such form and content as may be mutually agreed to by Consultant and the City. F. As payor, compute and deduct from any disbursements made by Consultant under the Plan all appropriate federal and state income taxes required by law to be withheld from Plan distributions and also furnish to all participants receiving payments or benefits from the Plan, appropriate tax reporting forms. Note: With respect to paragraphs E and F above, nothing in these paragraphs shall be construed to prevent the Consultant from restricting individual participant and/or Plan access to such systems. G. Provide deferral limit testing services to the City subject to the following: 1. Consultant shall accept or reject participant election forms; 2. Consultant shall not be responsible for monitoring contributions and/or deferrals to section 403(b), 401(a), 414(h) Plans or other Plans referenced by the Code. 08-1616.001/31484 EXHIBIT A 3 3. Consultant will not be responsible for monitoring inter -plan coordination should the City offer more the one (1) section 457 Plan. H. Provide Plan participants unlimited opportunities to increase (within limitations of section 457) or decrease deferral amounts. All requests to increase or decrease deferral amounts will be processed by Consultant within five (5) business days of receipt of the request and will be effective as soon as administratively practical by the City and Consultant but no sooner than is permitted by applicable law. I. Establish and maintain individual participant account records and calculate daily valuations of participant accounts. Such records shall contain the participant's social security number, the allocation of participant deferrals to the investment options available under the Plan, the participant's address, the participant's birth date, the participant's beneficiary designation, and any other data necessary for administration of the participant's account. J. Provide participants the daily ability to exchange existing account balances from one investment option offered by the Plan to another (subject to the terms and conditions of the investment options and any policies implemented by Consultant to deter harmful trading activity). Good order exchange requests will be processed as soon as practicable and in accordance with the terms of the investment option contract(s). K. Provide participants, if they request, a fund prospectus and an annual report for each mutual fund offered by the Plan. Specific mutual fund prospectuses and other relevant information is to be provided by each respective mutual fund or other investment provider upon request by Consultant or a participant. L. Provide participants consolidated quarterly statements reflecting the account balances as of each March 31, June 30, September 30, and December 31 ("Statement of Account"). The Statement of Account shall indicate the deferred amounts received and processed by Consultant for each such participant, the account value of each investment by such participant, the total account value (including earnings or losses with respect thereto) of each such participant's account at the end of the period. An individual Statement of Account shall be mailed to each participant in a sealed envelope as promptly as possible but no later than thirty (30) days following the end of each calendar year quarterly period. Participants shall be informed that they must notify Consultant within thirty (30) days of receipt of their statements or confirmation of theft investments, to report any errors to Consultant. Consultant will not be liable for any errors not reported within this time frame. M.Provide the following reports to the City on a timely basis as follows: 1. Consultant shall provide the City, within thirty (30) days following the end of each calendar year quarterly period, with a calendar year quarterly Plan statement, produced as a by-product of the participant statements ("Entity Statement"), summarizing all participant activity that transpired during the reporting period: and 08-1616.001/31484 EXHIBIT A 4 2. Quarterly summaries to the City, within thirty (30) days after the end of each calendar year quarterly reporting period (March 31, June 30, September 30 and December 31), indicating the total deferred funds allocated to each investment or insurance option under the Plan ("Financial Activity Confirmation Statement"); and Calendar year quarterly Surrender Audit Reports, to the City within thirty (30) days following the end of each calendar year quarterly reporting period, showing by participant, Social Security number, the total amount surrendered by fund and the date of such surrenders. The type of withdrawal (for example, annuity purchase, payments due to termination of employment, and unforeseeable emergency withdrawal), will be indicated by a two -digit reason code N. Maintain, for a reasonable time, the records necessary to produce the above mentioned reports, and agrees that all records shall be the property of the City. The City agrees that all related computer tapes, disks and programs shall remain the property of Consultant. A. Consultant will assist the Participant in preparing the necessary forms to select his/her distribution option. B. Participants electing a payment of a lump sum amount will receive distribution of their account within ten (10) business days of the earliest day permitted by the Plan. However, Consultant shall initiate the processing of all approved emergency/hardship requests upon receipt. C. Consultant will provide necessary forms and process payments from the Participant's account, to the company selected by the Plan to provide annuity options to Participants. Participant will be required to submit properly completed forms to Consultant in a time frame necessary to effectuate the "payment begin date" requested by Participant. D. Consultant will be responsible for preparing and filing all reports required by federal and state taxing authorities through the effective date of the Agreement's termination. 08-1616.001/31484 EXHIBIT A 5 A QM•-20 9 10:32 ON 6144367988 F.002 I VyR�tr ���9."��,�n: � t �.V"a a r• ; ;�-.,}Ay,•ty�lY� y� r ,y".�.� ..+ r ..v ..t.. �.�y,� ,ri+vv�'�� 0111b(AtAY4711fYY) ►Zc'1 :4:,Yi'!.�� �l,wN'..•1:.QQn�irw'vh ` M'Sw-.«�G�_��''C^..':�`� tlEt311(}9 FRvatlGrrt AON RISK SERVICES NORTHEAST, INC. i d45 HUTCHiNSgN AVE, SUITE 900 THIS CERTIFICATE IS 155UEq AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS , UPON THE CEitrIFIcAre HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTts'Np OR ALTER THE COVERAGE Cot.UM6US, OH 43235 AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE • � � COMPANY A XL SPECIALTY INSURANCE COMPANY INSURED I NA'TIatVWibE RETIREMENT SOLUTIONS, INC, { COMPANY B NATIONWIDE MUTUAL INSURANCECOMPANY r 'RISK MANAGEMENT (1.OA-43) r COMPANY O ONE'NATIONWIDE PLAZA R4LUMBus, alp 43215-2220 COMPANY n I .:mewimzvua;�rrrrws::+'�4.:. ,.aa�,,'ra,g+, �.,zsr.�;�.•v�:W ��x�v,s,c:: ;� •.:,fti°TC�GiC9xkrct.:c:..krr: c �t:Maecern;r.,�on�x;3.: 7HI5 ISTTOCELIC CERTIFY THAT THE PQIE$ OF INSURANCE LISTED BELOW HAVE BEEN {SSUED TQ THE INSURED NAMED ABOVE FOR THE P041GY PERIOD INDICATED. NOTWtfii$TANpING ANY tiEgUIRF.MEN>',ITERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMt:TJi' WITH RESPEpY TO WHICH THIS CERTIl:11CAA7'E MAY BE ISSUED OR MAY Pi+ftTAiN, THE INSURANCE AFFt1R0EU BY THE POLICIES DESCRIBED HEREIN is SUBJECT TO ALL THE TERMS, pCCLUStONS ANO CONCIIYIONS OF SUCK PDUCIES uMtTS SHOWN f,SAY HAVEEN BERFAUCED BY PAID Professional Service Contracts Purchasing Certification 1. Date: 11/9/2009 2. Contract Number: THE C o4/ 3 9O0 3. Department: City Treasurer 4. Requested by: Shari L. Freidenrich 5. Name of consultant: Nationwide Retirement Solutions, Inc. 6. Attach the written statement of the specification, conditions, and other requirements for the requested services provided to solicited consultants. Exhibit A - attached with contract. 7. Amount of the contract: $No budgeted dollars will be used. No direct cost for the life of the contract. 8. Are sufficient funds available to fund this contract?' ® Yes ❑ No 9. Is this contract generally described on the list of professional service contracts approved by the City Council?' ® Yes ❑ No 10. Business Unit and Object Code where funds are budgeted: N/A 11. Is this contract less than $50,000? ® Yes ❑ No 12. Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 13. Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to contract.) 14. Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No NJ A 15. Attach list of consultants from whom proposals were requested (including a contact telephone number). This is a contract amendment. 16. Attach proposed scope of work. Administration for all deferred compensation funds pursuant to the city's section 457 Deferred Compensation Plan. 17. Attach proposed payment schedule. Included in section of the contract. 3 (CHARD AMADRIL Cefntral Services Manager . ",r.e 2-SVIer to this Guest on is "tie,' the contract will require approval from the City Council.