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HomeMy WebLinkAboutNationwide Retirement Solutions, Inc - 2009-11-09PROFESSIONAL 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.