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HomeMy WebLinkAboutPRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY (3)A-2018-179 (& Prudential INSURANCE ON FILE WORK MAY PROCEED U INSURAN)EEXPIRES CLERK OF COUNCIL OATE:OCT O 2 2018 Alvc.ro Cw>3-fAW' Services Agreement Provided by Prudential Retirement Insurance and Annuity Company SERVICES AGREEMENT ("Agreement') Effective as of October 1, 2018 by and between CITY OF SANTA ANA ('Plan Sponsor") and PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY ('Prudential') on behalf of the City of Santa Ana Deferred Compensation Plan ('Plan") As used in this Agreement, 'Plan Sponsor" shall also mean any agent, representative or designee the Plan Sponsor authorizes to act for it with Prudential, and 'Prudential' shall also mean any agent, designee or subcontractor Prudential authorizes to act for it. The Plan Sponsor agrees and acknowledges that the services provided hereunder may be provided by or through affiliates or subsidiaries of Prudential, including, but not limited to, Prudential Investment Management Services LLC ('DIMS"). A. Basic Understandings The Plan Sponsor represents that: • The Plan is or will be in existence at the time funds are deposited with Prudential; • The Plan is intended to be an eligible deferred compensation plan described in Section 457(b) of the Internal Revenue Code of 1986, as amended (the "Code") for a governmental employer described in Section 457(e)(1)(A) of the Code; • The Plan is funded by a related Trust (the "Trust") which is intended to satisfy the requirements of Section 457(g) of the Code; and • It is authorized to execute this Agreement under the terms of the Plan. Prudential represents that: It will perform the Services (as defined herein) in accordance with its then current standard policies and procedures, described in the Administration Section of your Implementation Workbook ("Administrative Procedures"), as may be updated from time to time, and applicable law. B. Nature of Services 1. Non -discretionary Services Only. The Plan Sponsor agrees and acknowledges that under this Agreement, Prudential provides non -discretionary administrative services at the direction of the Plan Sponsor, and may provide investment or other services as directed by the Plan Sponsor ("Services"). Ia I(& Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Plan Sponsor agrees and acknowledges it is responsible for obtaining the services of other service providers necessary for the maintenance of the Plan, including but not limited to attorneys, accountants, investment advisers and auditors. In performing the Services, Plan Sponsor agrees and acknowledges that Prudential (i) does not render investment advice, is not the Plan administrator, trustee or a Plan fiduciary, (ii) is not recommending an action nor acting as an advisor to the Plan or Plan Sponsor and does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, and (iii) does not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and any trust for the Plan (the "Trust"). Prudential reserves the right, with reasonable notice, to decline to perform any service inconsistent with the previous sentence. 2. Reliance Upon Plan Sponsor Directions, Plan Data and Plan Document. All Services shall be provided based on information supplied by the Plan Sponsor, a Plan participant, beneficiary of a Plan participant or employee of the Plan Sponsor (collectively "Participant") (where the Plan provides for Participant direction). The Plan Sponsor agrees and acknowledges it is solely responsible to timely provide or confirm accurate, consistent and complete Plan data, Plan terms, and instructions in the format specified by Prudential, which Prudential will rely upon to deliver its Services. Prudential shall be under no obligation to perform any Services until it receives such information. For these purposes, "Plan data" means all data and records supplied to Prudential, obtained by Prudential, or required to perform the Services. Prudential shall provide Services in conformance with the terms of the most recent signed Plan document provided to Prudential, including any amendments thereto or any written explanations or interpretations of Plan terms provided by the Plan Sponsor. Any matters requiring interpretation of Plan terms or the exercise of discretion will be submitted to the Plan Sponsor for review and direction, and Prudential shall be under no obligation to take any further action until it receives the requested direction from the Plan Sponsor. Plan Sponsor agrees and acknowledges that Prudential's responsibilities under this Agreement will be carried out solely with regard to the assets of the Plan and Plan Data maintained on Prudential's recordkeeping systems. In performing the Services listed in Exhibit A, Prudential shall be under no obligation to take into consideration assets and/or data maintained by other service providers of the Plan, unless specifically agreed to in writing. 3. Reliance Upon Named Administrators and Trustees. The Plan Sponsor will provide names and other information for persons authorized to take or direct actions for or provide and receive information on behalf of the Plan and Trust. Prudential shall assume that those persons continue to be authorized until notified otherwise. The Plan Sponsor is solely responsible for the direct or indirect consequences of actions or omissions resulting from instructions, confirmations, or approvals that Prudential reasonably understands to be authorized. 4. Use of Agents or Subcontractors. Prudential may use agents or subcontractors to perform any of the Services, but such use will not relieve Prudential of responsibility for proper provision of those Services. C. Compensation Direct Fees. Prudential's fees for the Services are set forth in the attached Expense Schedule. The Plan Sponsor agrees the Plan will be liable to pay Prudential directly for Services rendered in accordance with the attached Expense Schedule, unless the Expense Schedule provides that fees will be deducted from Participant accounts. The Plan Sponsor agrees that all fees not deducted directly from Participant accounts will be paid by the Plan within thirty (30) days of the date of an invoice timely presented, unless fees are paid within that time by the Plan Sponsor. If the Plan Sponsor does not pay or direct Prudential to charge the Plan for fees within thirty (30) days, the Plan Sponsor authorizes Prudential to collect direct fees from * Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company the Plan's forfeiture account, if permitted by the Plan. If the amount in the forfeiture account is insufficient to pay all such fees, Prudential will present the Plan Sponsor with an invoice for the unpaid balance, which shall be payable immediately upon receipt. 2. Possible Fees to Prudential and Affiliates. The Plan Sponsor acknowledges that Prudential may be deemed to benefit from advisory and otherfees paid to it or its affiliates for managing, selling, or settling of the Prudential mutual funds and other investment products or securities offered by Prudential or its affiliates, and further acknowledges that Prudential may benefit directly from the difference between investment earnings of Prudential stable value funds and the amount credited to deposits in those funds. Prudential may also benefit from broker -dealer or other entities' co- sponsorship of Prudential conferences. In addition, the Plan Sponsor acknowledges that associated persons of Prudential Retirement's affiliated broker -dealer receive greater compensation for client assets allocated to proodetary investment options. 3. Compensation to Third Parties. Commissions ranging from 0.0% to 1.0% will be paid in connection with deposits made to a group annuity contract issued by Prudential. The Plan Sponsor acknowledges that the broker dealer selling the investment products and services to the Plan, if any, may be compensated, directly or indirectly, by the principal underwriter of the mutual fund, by an affiliate of the collective trust or by the executing broker dealer in connection with self -directed brokerage accounts. Such compensation may include preferred provider payments, retail rollover payments, payment of broker expenses in connection with Prudential training and educational meetings or other variable payments. 4. Possible Additional Compensation/Loss. In certain circumstances (such as trading errors or delays), market trades may occur at times when the share price of the trade is not the price assured to the Plan and Participants. Prudential will net any pricing differences that occur and absorb any net loss and retain any net gain that results; provided, however, that the Plan Sponsor will be responsible for any net loss resulting from incorrect information it provides to Prudential, and Prudential will not absorb any such loss. The Plan Sponsor agrees and acknowledges that Prudential will retain any net gain that results as additional compensation for Services rendered. Additional information may be found in the Disclosure section of your Implementation Workbook. 5. Float Earnings. Plan Sponsor agrees and acknowledges that Prudential may earn additional compensation in the form of 'float" earnings on contributions and on distributions and loans. Prudential describes this compensation in its written float policy located in the Disclosures section of the Implementation Workbook. 6. Production of Documents. The charges under this Agreement do not include Prudential's fees, costs and expenses, including legal expenses, associated with considering or responding to requests for documents, providing testimony, or participating in legal or regulatory proceedings as a result of the performance of the Services. Prudential shall invoice Plan Sponsor separately, and Plan Sponsor agrees to reimburse Prudential for such reasonable fees, costs and expenses. D. Amendment or Termination of Agreement; Successor Recordkeeper 1. Termination. Each party may terminate this Agreement upon sixty (60) days prior written notice to the other. If any fees remain due at the time this Agreement is terminated, the Plan Sponsor directs Prudential to deduct such amounts from assets of the Plan available for transfer to the successor recordkeeper, unless the Plan Sponsor pays such fees before the scheduled transfer date. Such amounts will be deducted as a lump sum from the assets available for transfer, and therefore will not be allocated to individual Participant accounts. In the event that the Plan Sponsor terminates this Agreement before commencement of Services for any reason, the Plan Sponsor agrees to reimburse Prudential for any reasonable out-of-pocket expenses which Prudential incurs in connection with the transition. 4& Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company 2. Successor Recordkeeper, Payouts. The parties agree that upon termination Prudential will have no further duty or responsibility to the Plan under this Agreement. However, Prudential will use reasonable efforts to transfer all relevant non -Prudential -proprietary information concerning the Plan, in Prudential's standard format, to the Plan Sponsor or to a successor recordkeeper. Should the termination of Services be concurrent with a termination of the Plan, Prudential will use reasonable efforts to pay or roll over Participant accounts pursuant to the Plan Sponsor's and, as appropriate, the Participants' instructions. Prudential reserves the right to suspend some or all types of Plan transactions prior to transfer or payout for a period reasonably necessary to reconcile all account, expense, and asset totals. 3. Related Terms and Conditions. Plan Sponsor agrees to the terms and conditions of a Participant's or other party's use of Prudential's electronic service systems, including Interactive Voice Response (IVR), Internet, or call center, provided Prudential notifies the user of such medium of the terms of its use. Prudential agrees that the terms and conditions shall be reasonable and not inconsistent with other provisions of this Agreement and Plan terms provided by authorized Plan representatives. 4. Amendment. The Agreement may be amended by mutual agreement at any time in writing. Agreement by the Plan Sponsor to an amendment that would impact plans of a similar class on Prudential's recordkeeping system may be presumed if Prudential communicates the amendment to the Plan Sponsor at least ninety (90) days in advance of the effective date of the change in conformance with the notice section of this Agreement, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented. The Expense Schedule is subject to annual review by Prudential and may be changed effective after ninety (90) days written notice to the Plan Sponsor. The Expense Schedule will not be changed within the first sixty (60) months following the Agreement's Effective Date, nor will it be changed more frequently than once in any twelve (12) month period except by written agreement between Prudential and the Plan Sponsor. Prudential reserves the right to amend the Expense Schedule upon sixty (60) days written notice in the event of a material change to the Plan, a difference in the expected versus actual conversion assets received, a material reorganization or other extraordinary event, or from significant decline in assets, contributions or number of participants. 5. Distribution and Administrative Revenue. Prudential and the Plan Sponsor agree that Prudential's target revenue for the performance of the services under this Agreement will be an amount approximating 4.9 basis points on investable plan assets (excluding employer stock, self -directed brokerage and participants loans, if applicable) annually. Prudential may adjust the targeted revenue as part of the annual review process should the revenue received in connection with the Plan fall below the annual amount of 4.9 basis points of investable assets, In addition, anticipated revenue of 4.9 basis points excludes the revenue that is deposited in the Plan Expense Account described in Exhibit C. Prudential reserves the right to adjust the targeted revenue in the event of a material change to the Plan, a difference in the expected versus actual conversion assets received, a material reorganization or other extraordinary event, or from significant decline in assets, contributions or number of participants. E. Indemnification 1. Error Correction: Indemnification of Plan and Plan Sponsor. Prudential, subject to the terms of this Agreement, agrees to pay costs associated with the correction of Prudential's administrative errors or omissions in the performance of Services listed in Exhibit A hereunder to the extent of its negligence or willful misconduct, provided that the Plan Sponsor agrees to a reasonable error correction method Within twenty (20) business days of receiving written notice of the proposed correction method. Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company In addition, Prudential agrees to indemnify the Plan from every loss, claim, demand or suit arising from any specific act of negligence or willful misconduct by Prudential in the performance of Services listed in Exhibit A hereunder provided that any Participant or beneficiary who claims to have been affected thereby makes a timely and proper claim under the benefit claims procedure of the Plan, if applicable, and provided that any such claim is made by the Plan Sponsor, Participant or beneficiary (a) sixty (60) days from the mailing of a trade confirmation, account statement, or any other document, from which the error can be discovered, but in any event within (b) one year from the transaction related to the purported error. Prudential, at its own expense, will defend, or at its option settle, any formal demand or court proceeding that may be brought against the Plan, on any matter covered by this indemnification, and will pay or reimburse the Plan for any judgment, settlement, and any reasonable expenses of the proceeding that may be rendered against it with respect to any such claim or demand, provided that the Plan Sponsor notifies Prudential in writing within twenty (20) business days of receipt of such claim or demand and cooperates with Prudential in its defense. Prudential's liability will be limited to actual damages and reasonable out-of-pocket legal fees and expenses only. 2. Indemnification of Prudential. Plan Sponsor agrees to indemnify Prudential from every loss, claim, demand or suit arising out of any action Prudential takes or omission Prudential allows under the specific or assumed direction of the Plan Sponsor, to the extent that such loss, claim, demand or suit is not the direct result of Prudential's own negligence or willful misconduct, provided that Prudential notifies the Plan Sponsor in writing within twenty (20) business days of receipt of such claim or demand. Prudential may, after notice to the Plan Sponsor, defend, or at its option settle, any formal demand or court proceeding that may be asserted against it for any matter covered by this indemnification. Plan Sponsor will, upon presentation of a reasonable accounting, pay or reimburse Prudential for anyjudgment, settlement amount, and expenses of the proceeding, including reasonable legal fees. Plan Sponsor may request to take over defense of a claim or court proceeding, and Prudential will have no further liability for such matter except as specifically accepted in writing by a Prudential corporate officer or legal counsel. In addition, Plan Sponsor will, upon presentation of a reasonable accounting, pay or reimburse Prudential for expenses, including but not limited to labor and production costs, related to Prudential's response to subpoenas or other requests for documents issued by regulatory agencies, courts, or other authorized parties in connection with Prudential's provision of Services under this Agreement. F. Intellectual Property; Nondisclosure; Security Intellectual Property. Nothing contained in this Agreement shall confer to Plan Sponsor any property rights, proprietary interest, copyright or license in Prudential assets or technology, including, without limitation, the software, written materials, screen formats, or report formats used or developed to provide the Services. Plan Sponsor acknowledges that such assets and technology constitute copyrighted material, trade secrets or proprietary information of substantial value to Prudential. Plan Sponsor agrees it shall treat the foregoing as proprietary to Prudential and that it shall not divulge any such proprietary information to any person or organization except as expressly permitted hereunder or as required by law. Notwithstanding this provision, all Plan data, Participant data, Plan Sponsor information and any other materials pertaining to the Plan provided to Prudential shall remain the Plan Sponsor's property. 2. Non -disclosure. The parties understand that the performance of Services by Prudential will necessitate the sharing of information, including that which relates to the Plan Sponsor, the Plan, Participants, corporate -owned life insurance policies (if applicable), the format or content of Prudential's reports and internet website, and the processes used by Prudential to perform its Services, all of which is considered by the disclosing party to be confidential. Each party agrees not to use any confidential information received from the other party or obtained in performance of this Agreement, whether in writing or orally, for any purpose except in connection with the Plan or in furtherance of the Services. The parties hereto shall not include in any transmission of information any proprietary or confidential data or information ("Proprietary Information") without clearly notifying 4 Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company the receiving parry of the proprietary or confidential nature of such communication. The receiving party shall make reasonable efforts, to the extent allowed by law, to keep such Proprietary Information confidential, and not to disclose such Proprietary Information to any third party without the prior written consent of the disclosing party, except as otherwise permitted under this Agreement. Such Proprietary Information shall be protected by the receiving party by utilizing the same or similar security procedures as are used by the receiving party in protecting its own trade secrets and confidential or proprietary information. The parties' obligation of nondisclosure shall terminate upon the completion of any record retention requirements. 3. Exceptions to Non -disclosure. Notwithstanding any provision in this Agreement to the contrary, or of any confidential or proprietary markings placed on any transmission of information, Prudential shall not be prohibited from disclosing Proprietary Information (i) to officers or employees of Plan Sponsor as may be required for administrative purposes related to the Plan, (ii) to any Participant or any Participant's survivors or designated agent to the extent such information pertains to such Participant, (iii) where in furtherance of the Services under this Agreement, including without limitation in accordance with Section B(4) above, (iv) in accordance with Section G(8) below, or (v) as required by court order, subpoena, document request or other legal process. The obligation to maintain the confidentiality of Proprietary Information shall not apply to: (i) Proprietary Information that was in the public domain prior to the receiving party's receipt or has subsequently become part of the public domain through no action of the receiving parry, (ii) Proprietary Information that was in the receiving party's possession prior to its receipt and was not acquired directly or indirectly from the other party, (iii) Proprietary Information that was received from a third party which the receiving party reasonably believes has no obligation of confidentiality, or (iv) as required by law. 4. Security. Prudential will employ all commercially reasonable measures to ensure the confidentiality, security, and privacy of information obtained by Prudential concerning the Plan Sponsor, the Plan Sponsor's employees, the Plan, and Plan participants and beneficiaries. Without limiting the generality of the foregoing, Prudential represents and warrants that it is, and will remain compliant with applicable laws and/or regulations with respect to the privacy and security of customer information, and that it has implemented and currently maintains an effective information security program designed to protect Prudential's customer information, which program includes administrative, technical, and physical safeguards that are designed: a) to insure the security and confidentiality of customer information; b) to protect against any anticipated threats or hazards to the security or integrity of such customer information; and c) to protect against unauthorized access to or use of customer information which could result in substantial harm or inconvenience to Prudential's customers. G. Miscellaneous 1. Duration. This Agreement will continue in effect for a period of three (3) years from the effective date of this Agreement, unless sooner terminated in accordance with the provisions of this Agreement. In addition, the Plan Sponsor may extend this Agreement for two (2) additional one (1) year periods. Until terminated the Agreement shall bind all successors in interest of the parties, but cannot be transferred or assigned to unaffiliated third parties without the consent of both the Plan Sponsor and Prudential. 2. Entire Agreement. Unless otherwise provided herein, this Agreement, including the Exhibits and Expense Schedule, attached hereto and the Administrative Procedures contains the entire Agreement among the parties with respect to the subject matter described. Plan Sponsor acknowledges a copy of the current Administrative Procedures was provided in the Implementation Workbook. 4& Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company 3. Passwords. In connection with electronic access to accounts and transactions, Participants will be assigned (and the Participant may then change) a unique number, code or other sequence (a "Password"). The Plan Sponsor acknowledges that Prudential will hold each Participant responsible for the use and protection of the Password, and for monitoring their accounts. Plan Sponsor agrees Prudential is not responsible for direct or indirect losses or damages arising from the unauthorized use of a Password occurring before it is notified that a Password is compromised, unless such unauthorized use is the result of Prudential's negligence or willful misconduct. 4. Notice of Errors. The Plan Sponsor agrees that all information supplied to the Plan Sponsor and Participant will be deemed correct if notice of any error or discrepancy is not given to Prudential by the Participant or the Plan Sponsor as soon as reasonably possible following identification of the error or discrepancy, provided that Participants must notify Prudential of errors or discrepancies in a quarterly statement no later than the time period specified in such statement. 5. Severability. If any term or provision of this Agreement or its application to any person or circumstances will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected. Each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California applicable to agreements made and to be performed entirely within California, except the choice of law rules. 7. Notice. Notices required under this Agreement shall be in writing and shall be addressed to the appropriate party at the address set forth on the signature page or such other address as either party may designate in writing to the other. All notices will be deemed to have been given three (3) days after mailing in the U.S. mail, or immediately upon delivery in any form. The notice period may be waived by the party entitled to the notice. 8. Forces Beyond Prudential's Control. Prudential will take commercially reasonable steps to prevent and to recover from disruptive events that are beyond its control. However, Prudential shall not be liable for any default or delay in the performance of Services if the default or delay is primarily caused, directly or indirectly, by a force or party beyond the reasonable control of Prudential, including (but not limited to): (a) Fire, flood, elements of nature or other acts of God; (b) Any outbreak or escalation of hostilities, war, riots or civil disorders in any country; (c) Any act or omission of the other party or any governmental authority; (d) Nonperformance of an unaffiliated third party; or (e) Failures or fluctuations in telecommunications, power supply, mechanical difficulties with information storage and retrieval systems, or other equipment. 9. Writing and Signature; Electronic Transactions. Unless otherwise explicitly required by law, any requirement for a writing (including an enrollment, exchange or distribution request, instruction, form, administrative notices, or agreement) or a signature in this Agreement, or in the performance of Services under it (collectively referred to as "Communications"), may be rendered in any form (including electronic means) that: (i) can reasonably be expected to be accessible to the parties needing to send or receive it, (ii) is convertible into an accurate physical record of the Communication, and (iii) where appropriate, is designed to test or confirm the identity or authority of the Communication's sender. Prudential reserves the right to specify the form in which Communications relating to Plan operations are made, including limiting them to electronic means, and will notify the Plan Sponsor and, if necessary, any affected Participants of the addresses, telephone numbers, Internet addresses, etc. which may be used for these contacts. If the Plan uses an individually designed non -Prudential plan document, the Plan Sponsor is responsible for assuring that the Plan document does not bar electronic or other non-traditional means of recording and authenticating actions in connection with Plan operations. Services Agreement Prudential Provided by Prudential Retirement Insurance and Annuity Company 10. Prudential's E-Delivery Program at the Workplace. If the Plan Sponsor elects Prudential's E-Delivery at the Workplace Program, the Plan Sponsor directs and authorizes Prudential to electronically deliver certain documents to Participants, including Participant account statements, and may be expanded over time to include other documents upon notification by Prudential. Plan Sponsor acknowledges and represents as follows: a. For each Participant for whom an e-mail address is provided to Prudential by the Plan Sponsor: (1) the Participant has the ability to effectively access documents furnished in electronic form at any location where the Participant is reasonably expected to perform his or her duties as an employee, and (2) the Participant's access to the employer's electronic system is an integral part of his/her duties; b. The Plan Sponsor will: (1) provide Prudential with a current and accurate list of email addresses of Participants eligible to receive electronic delivery in accordance with paragraph (a), and (2) notify Prudential within seven (7) days after any Participant described in paragraph (a) above terminates employment or otherwise no longer satisfies the requirements of paragraph (a) above. Prudential acknowledges and represents as follows: a. Prudential has electronic delivery protocols for the handling of undelivered or otherwise invalid e-mail addresses; b. Participants will be assigned a unique number, code or other sequence (a "Password") to protect the confidentiality of the Participant's personal information in accordance with this Agreement; Upon the Participant's request, Prudential will deliver to the participant a paper version of the electronic document at no charge. Prudential may terminate this program at any time and neither party shall have any further obligations. Upon termination of this program, documents will be delivered to Participants in paper format and mailed to the US Mail address that Prudential has on file for the Participant unless the applicable Participant has separately and independently consented to electronic delivery. 11. Other Services. The Plan Sponsor agrees that from time to time Prudential and/or its affiliated companies may provide both current and former employees of the Plan Sponsor, and Participants in the Plan, with information on other products and services provided by Prudential. However, Prudential shall not divulge any information regarding the current or former employees of the Plan Sponsor, or Participants in the Plan, to any person outside the employ of Prudential without the consent of the Plan Sponsor or unless legally required to do so. Prudential and/or its affiliates may provide additional services to the Plan as may be separately agreed upon with the Plan Sponsor. 12. Independence of Plan Signatory. Plan Sponsor confirms that the person signing the Agreement on behalf of the Plan (the "signer") is "independent," within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), such that, to the best of its knowledge, the signer will not receive commissions or other consideration directly or indirectly from Prudential or its Affiliates, from the Selling Broker or its Affiliates or from the Registered Representative or from Relatives of the signatory. For purposes of this section, an "Affiliate" of an entity is (i) a partner, director, officer or employee of such entity or (ii) another entity controlled by or under common control with such entity and a "Relative" of an individual is the individual's ancestor, spouse, brother, sister, spouse of a brother or sister, direct descendent (including adopted persons) or spouse of a direct descendent. Services Agreement Prudential Provided by Prudential Retirement Insurance and Annuity Company 13. Market Timing/Excessive Trading Monitoring Program. Plan Sponsor agrees that Participant transactions will be subject to Prudential's Market Timing/Excessive Trading Program, as described in the Disclosures section of the Implementation Workbook. 14. Records Retention. After the termination of the Agreement, Prudential will retain all books and records in its possession, whether in hard copy or in an electronic format, relating to the Plan for such period as required by law and its Records Management Program. Prudential will cooperate in providing to the Plan Sponsor (or its successor or designee) such information relating to the Plan or copies of materials in its possession upon request and at the Plan Sponsor's expense. 15. Audits. The Plan Sponsor shall have the right to conduct an audit of Prudential's performance of the Services, including through the inspection of Prudential's records and information maintained in connection therewith, and Prudential agrees to reasonably cooperate with such audit; provided that (i) Prudential receive written notice setting forth the anticipated objectives, scope, procedures and information and records required relating to the audit no less than thirty (30) days, (ii) such audits may not be conducted more frequently than once per Plan Year without Prudential's written consent, and (iii) the Plan Sponsor will reimburse Prudential for the expenses and costs it incurs in providing such cooperation. Prudential agrees to reasonably cooperate with any audit relating to the Plan conducted by applicable regulatory agencies. 16. Insurance. Prudential shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain commercially reasonable insurance coverage, including the insurance policies listed below. • Worker's Compensation and Employer's Liability insurance, with statutory limits for workers' compensation and Employer's Liability limits of $1,000,000 per accident. • Commercial General Liability insurance, insuring against claims for bodily injury, property damage, completed operations and contractual liability with a limit of $1,000,000 per occurrence and $2,000,000 in the aggregate. • Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles used in the performance of this Agreement with a combined single limit of $1,000,000. • Casualty Umbrella or Excess Liability follow -form insurance in the amount of $5,000,000. • Professional Liability or Errors & Omissions insurance with limits of at least $5,000,000 each claim or wrongful act with a $250,000,000 deductible. • Fidelity Bond or Comprehensive Crime insurance covering employee dishonesty with limits of at least $5,000,000 each claim with a $250,000,000 deductible. • Cyber Risk or Privacy Liability insurance with limits of at least $5,000,000 each claim or wrongful act with a $250,000,000 deductible. Prudential will be solely responsible to pay and determine the deductibles on these insurance policies, which will be issued by insurance carriers with an A.M. Best rating of A- or better. In the event that any of the above -described insurance policies are written on a claims -made basis, then such policy or policies shall be maintained during the entire period of the Agreement and for a period of two (2) years following the termination or expiration of the Agreement. Prudential will provide reasonable notice of any material adverse change or cancellation of the above -described insurance coverage. Plan Sponsor shall be included as an additional insured on the above -referenced policies. Certificates of insurance matching the terms of this section will be provided upon the Plan Sponsor's reasonable written request. This section does not limit or expand Prudential's indemnification obligations. Services Agreement Prudential Provided by Prudential Retirement Insurance and Annuity Company The persons signing below affirm that they are authorized to act on behalf of the parties to this Agreement and that the parties agree to be bound by the terms of this Agreement. CITY OF SANTA ANA: Name Authorized Signature Title Date Signed Name Authorized Signature Title Date Address for Notice: City of Santa Ana 20 Civic Center Plaza Santa Ana. CA 92701 Attention: Human Resources PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY: Jessica R. Frazier Name %, :R. " Authorized Signature Second Vice President Title September 28, 2018 Date Signed Address for Notice: Prudential Retirement 30 Scranton Office Park Scranton, PA 18507 Attention: Julie Klassen, Key Account 10 ATTEST: CITY OF SANTA ANA MARIA HUIZAR RAUL GODINEZ, Clerk of the Council City Manager APPROVED AS TO FORM: JUl" 1A It. I,AN V ALYIU City Attorney BY: �QWIa� C�19 �ts1l t Laura A. Rossini Senior Assistant City Attorney 7RECO MENDED FOR APPROVAL: SERGIO VIDAL Assistant Director of Finance and Management Agency 4V Prudential Section 1 EXHIBIT A CORE SERVICES Services Agreement Provided by Prudential Retirement Insurance and Annuity Company The Services listed below are available to yor Plan and will be administered in accordance with the Administrative Procedures and, if applicable, the Plan Sponsor elections set forth below. Some Services are dependent upon receipt of all required data in a manner acceptable to Prudential. A. ADMINISTRATIVE & RECORDKEEPING SUPPORT TRANSITION MANAGEMENT • Transition Manager assigned to provide daily support to facilitate the transition of your Plan to Prudential • Participant communications, featuring company name, logo and market -specific images, to inform of transition related information and events. Preferred method of delivery is E-Delivery to the Plan Sponsor, however, home mailing of material to Plan Participants is available. • Mapping of existing Plan document to Prudential's specimen document. • PLAN -SPECIFIC TRANSITION WEB PAGE to keep employees informed of important information regarding the conversion of your Plan to Prudential. RELATIONSHIP MANAGEMENT whereby a Prudential associate will be assigned to provide ongoing support following the transition of your Plan to Prudential. MAINTENANCE OF PLAN RECORDS AND TRANSACTION PROCESSING: Prudential will provide the following services, if applicable, to your Plan: • Ongoing maintenance of Plan and Participant accounts and records. • Contribution processing and pricing (e.g. employee and employer contributions, and loan repayments) via Prudential's standard automated applications. • Automated Clearing House contribution funding, upon receiving a contribution file in good order, Prudential will debit the designated account for the required amount to fund the contribution. • Distribution Transaction Processing (see Plan Sponsor Elections below): Fully automated transactions: Paperless (i.e. web or IVR initiated) participant transactions approved by Prudential's systems per the established plan rules and data received from the Plan Sponsor. Sponsor Approved transactions: Paperless (i.e. web or IVR initiated) participant transactions approved by the Plan Sponsor via automated methods. • Direct Service Option (DSO). If agreed to by the Plan Sponsor, Prudential will provide administrative services with respect to Participants no longer employed by the Plan Sponsor who elect or are deemed to elect to retain their account balances in the Plan. By electing this service the Sponsor agrees that Prudential may charge expenses associated with distribution and administration (as applicable) directly to each terminated Participant's account, as set forth in the Expense Schedule. • Loan Services including loan rate monitoring (see Plan Sponsor Elections below), loan default notification services, refinancing, loan services for terminated Participants no longer submitting loan repayments via automated remittance methods. If agreed to by the Plan Sponsor, Prudential will accept loan repayments from Participants via the Automated Clearing House ("ACH") network. • Participant address changes (see Plan Sponsor Elections below). • Collection of participant deferral rate changes (see Plan Sponsor Elections below). 11 4W Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company • Online beneficiary designation and maintenance. • Eligibility determination and vesting calculations for Plans with immediate, elapsed time, anniversary with hours counting or anniversary with hours counting and change to plan year eligibility methods. A Plan entry notification report will be posted to the Plan Sponsor Website prior to a newly eligible employee's earliest plan entry date. (See Plan Sponsor Elections below). • Prudential will provide standard Plan information materials to participants and will accept and record resulting participant enrollment information. If permitted by the Plan, Prudential will accept and record enrollment information prior to their eligibility date. • Prudential will verify that requested rollovers into the Plan can be accepted according to the plan provisions and applicable law. • Automated cashouts of small balance accounts upon separation from service, either via direct rollover or check to Participant. • Required Minimum Distributions (RMD) support, includes annual Sponsor report identifying Participants attaining age 70'/z, notification to affected Participants, processing of resulting transactions, and support of a default process for non respondent Participants. TRUSTEE SERVICES, Prudential Bank & Trust Services, directed trustee services as defined in the separately executed trust agreement. QUARTERLY PARTICIPANT EDUCATION PROGRAM, a communication & education strategy supporting transition and the essential elements of retirement planning (i.e. enrollment, increasing participation, asset allocation, withdrawal strategy and consolidation). Delivery methods include direct mail campaigns, webinars, podcasts and e-articles. PLAN SPONSOR WEBSITE (PSW), with unlimited access to: • Plan Information • Participant Information • Investment Information and Performance • Library of easy -to -access reports • Resource center with pension -related information and links to related websites PLAN REPORTING, including: • Annual Plan Summary including information on the overall retirement market environment, a "scorecard" that measures results achieved in the past year, current initiatives underway, and considerations for future business planning. • Semi-annual Plan Summary -Enhanced, which contains statistics on Plan demographics, asset allocation, Participant behavior and results of implementation of key Plan features/products. • Required Disclosure Information. • GASB 40 reporting for Governmental clients, which is a financial report that details the key financial risks of funds within the plan, including interest rate risk, credit risk, and foreign currency risk. • Plan Sponsor Website Reporting • Investment Performance Grids: Plan specific performance report, provided on a quarterly basis, that details performance of client funds next to all funds on platform. STANDARD FEE PROCESSING via quarterly invoices to the Plan Sponsor, quarterly per Participant deductions and/or ongoing deduction of transaction based Participant fees. Any applicable per Participant fees are calculated on a per capita basis and applied to all Participants with a balance at the time of the fee processing. PARTICIPANT ENGAGEMENT SUPPORT: Toll -free phone access to Participant phone representatives, for ongoing account information and retirement planning support. Multi-lingual phone services & Telecommunications Device for the Deaf (TDD) Interactive Voice Response (IVR) System 12 4V Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company • Participant Website, including a tool to monitor progress toward retirement readiness. • Online transaction processing, as allowed by the Plan Sponsor • Online beneficiary designation and maintenance • Enrollment materials, which may be delivered via hard -copy bulk -shipment or electronically delivered to Participants (through the electronic -enrollment program, if selected). • On -site retirement & financial literacy meetings • Education campaigns, webinars, online articles • Unlimited access to self -serve tools, including an online retirement income calculator, retirement education & planning tools and articles. • Quarterly Participant account statements which summarize Participant account information, Participant transaction activity, and Plan investment performance. • "Off the Shelf" communication pieces are available upon request (bulk shipped to the plan sponsor.) GOVERNMENT TAX WITHHOLDING AND REPORTING (e.g. Form 945, Form 1099-R) LEGISLATIVE AND REGULATORY SUPPORT to help you stay informed of changes, including: • Communications and articles describing changes impacting retirement plans. • Online access to Plan compliance tools, pension information & links to related -topic sites. • A checklist to support compliance with Plan reporting and disclosure requirements. • Plan Audit Support, including Prudential Retirement SSAE16, Auditor's Corner, Plan & Participant Information self service requests, as well as the following other requests: loan & disbursement forms and check copies. Plan Audit Support is available for a two year period (past two plans years are included on the web only). Audits for plan years outside this range maybe subject to Additional Audit Support fees. PLAN DESIGN AND DOCUMENT SUPPORT including: • General support on inquiries related to plan design/definitions/interpretations for Prudential's specimen documents. • Plan amendments and/or restatements, based upon either regulatory or legislative changes or changes initiated by Prudential for Plans using Prudential's specimen document. 13 I(& Prudential B. INVESTMENT ADMINISTRATION Prudential will provide the following deliverables. Services Agreement Provided by Prudential Retirement Insurance and Annuity Company STANDARD INVESTMENT POLICY STATEMENT (IPS), a template which outlines the underlying philosophies and processes for the selection, monitoring and evaluation of the investment options utilized by the Plan. INVESTMENT PERFORMANCE INFORMATION, which includes fund prices, fund performance and benchmarking data. INVESTMENT FACT SHEET INFORMATION available through the plan sponsor and participant websites. QUARTERLY INVESTMENT MONITOR, a document which includes a breakdown of Plan assets by investment, investment performance, market commentary, and additional investment considerations. 14 Prudential Services Agreement Provided b Prudential Retirement Insurance and Annuity Company Section 2. ELECTION OF ENHANCED SERVICES The following optional Services have been elected by the Plan Sponsor. Fees and manner of payment for these services is noted within the Expense Schedule as applicable. The Services will be administered in accordance with the Administrative Procedures. Some Services are dependent upon receipt of all required data in a manner acceptable to Prudential. A. ADMINISTRATIVE & RECORDKEEPING SUPPORT THE INDUSTRY TREND REPORT, which compares industry data, including statistics on various plan features, services and Participant behaviors to your Plan. AD -HOC REPORTING, to provide plan data and/or analysis through a specialized report, exhibit, or data table that is not available through other plan administrative reports. PARTICIPANT SUPPORT: AGREED UPON NUMBER OF ADDITIONAL INSTRUCTOR -LED PARTICIPANT EDUCATION WEBINARS. CUSTOM COMMUNICATIONS which includes support by a communications strategist who will develop and implement a Plan -specific communication strategy. Additional services may include onsite meetings, custom websites or custom campaigns. Additional costs will apply to the actual services and tools identified in the custom strategy. PLAN DOCUMENT SERVICES: DISCRETIONARY PLAN AMENDMENTS AND RESTATEMENTS, for Plan Sponsor- initiated/discretionary changes using Prudential's specimen document. CONSULTING SERVICES, Plan -specific guidance and consultation on a series of complex topics, including but not limited to merger & acquisition, Plan design & analysis, DOUIRS correction programs, fiduciary responsibilities and 404(c) compliance. Projects requiring a formal proposal will include a statement of work and estimate of the charges, delivered prior to the commencement of the work. B. INVESTMENT ADMINISTRATION INVESTMENT COMMITTEE MEETING SUPPORT delivered via phone. iti Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company PLAN SPONSOR ELECTIONS (Eff. 10/1/2018) The Plan Sponsor has elected the following services, options or frequencies for administration of the Services noted. PRUDENTIAL'S E-DELIVERY PROGRAM AT THE WORKPLACE Yes ❑ No DISTRIBUTION TRANSACTION PROCESSING ®Fully automated transactions ❑Sponsor Approved transactions PARTICIPANT TRANSACTIONS via non -core initiation and approval methods. Transactions will be reviewed and approved based on the agreed upon criteria in the Administrative Procedures and the Plan Sponsor Elections above. Transaction Initiation Approval In -Service Withdrawals Pa erless Prudential Event Distributions (i.e. termination, retirement disability) Paperless Prudential Participant Loans Pa erless Prudential Qualified Domestic Relations Orders Paper only Prudential Distributions Due to Death Paper only Prudential AUTOMATIC ENROLLMENT INVOLUNTARY DISTRIBUTIONS LOAN RATE MONITORING — LOAN INTEREST RATES Per the Plan's loan policy Prudential will apply and monitor the interest rates noted below: General Purpose Loans: Prime + 2% Primary Residence Loans: Prime + 2% LOAN REPAYMENTS VIA AUTOMATED CLEARING HOUSE (ACH) Terminated Participants Plan Sponsor authorizes Prudential to establish loan repayments by Participants through the Automated Clearing House network through a separate agreement with, and instructions from, each applicable Plan Participant. ® Convert to ACH ❑ Convert to ACH or Coupon Note: For either active or terminated participants, loan conversion from Payroll Deduction or ACH to Coupon could result in a participant fee. See the Expense Schedule for more information. LEAVE OF ABSENCE - LOAN SUSPENSIONS AND REAMORTIZATIONS ® The Plan will allow the original term of the loan to be extended for the period of leave if the original loan term is less than five years. Services Agreement Prudential Provided by Prudential Retirement Insurance and Annuity Company ❑ The Plan will not allow the original term of the loan to be extended for the period of leave if the original loan term is less than five years. PARTICIPANT ADDRESS CHANGES will be accepted from: ® Plan Sponsor and/or ® terminated Participants and beneficiaries PARTICIPANT DEFERRAL RATE CHANGES Frequency at which Prudential will report changes Prudential receives from Participants to the Plan Sponsor: ❑ Daily ❑ Weekly ❑ Bi-Weekly ® Information available on Plan Sponsor website ELIGIBILITY— PLAN ENTRY Prudential will post a plan entry notification report to the Plan Sponsor Website, as follows: ❑ 30 days prior to the employee's earliest plan entry date ❑ 45 days prior to the employee's earliest plan entry date ❑ 60 days prior to the employee's earliest plan entry date ® Report not provided 17 Services Agreement Prudential Provided by Prudential Retirement Insurance and Annuity Company EXHIBIT B Confidentiality, Privacy, and Information Security A. Personal Information "Personal Information" means information provided by or on behalf of the Plan, Plan Sponsor or Plan Participants, or their agents to Prudential or its agents in the course of Prudential's performance of the Services under this Agreement that: a) identifies an individual (by name, signature, address, telephone number or other unique identifier), or b) can be used to identify or authenticate an individual. Personal Information includes (i) an individual's government -issued identification number (including social security number, driver's license number or state -issued identified number); and (ii) financial account number in combination with any required security code, access code, personal identification number or password, that would permit access to an individual's financial account. B. Confidentiality Prudential agrees to keep and maintain all Personal Information in strict confidence, using an appropriate degree of care to avoid unauthorized use or disclosure. Prudential may disclose Personal Information to its employees (individually an "Employee" and collectively, "Employees") having a need to know this information in connection with the performance of the Services for Plan Sponsor. Prudential may also disclose Personal Information to its affiliates and its subcontractors having a need to know this information in connection with the performance of Services for Plan Sponsor. Prudential shall instruct all Employees, affiliates and subcontractors of their obligations under this Agreement. If Prudential receives any order, demand, warrant, or any other document requesting or purporting to compel the production of Personal Information under applicable law (including, for example, by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demands or other similar processes), Prudential shall notify Plan Sponsor in writing (except to the extent otherwise prohibited by applicable law). C. Destruction and Retention of Personal Information Upon the earlier of (i) the completion of an engagement or termination of this Agreement; (ii) a determination that it has no need for Personal Information; or (iii) at any time Plan Sponsor requests, Prudential shall dispose of all records, electronic or otherwise regarding or including any Personal Information that Prudential may then possess or control by destroying them pursuant to Prudential's written policy governing records destruction. Notwithstanding the foregoing, Prudential will not be obligated to destroy Personal Information (i) it is required by law or regulation to retain, but then only for the time period required, (ii) is commingled with other information or documents of Prudential if it would pose an administrative burden to destroy such Personal Information, or (iii) if the Personal Information is contained in an archived computer system or back-up in accordance with its standard security policy. Such Personal Information will be retained in accordance with the requirements of this Agreement. iD Prudential D. Information Security Program Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Prudential states that (i) its treatment of Personal Information is in compliance with applicable laws and regulations with respect to privacy and data security, and (ii) it has implemented and currently maintains an effective written information security program including administrative, technical, and physical safeguards and other security measures necessary to (a) ensure the security and personality of Personal Information; (b) protect against any foreseeable threats or hazards to the security or integrity of Personal Information; and (c) protect against unauthorized access to, destruction, modification, disclosure or use of Personal Information that could result in substantial harm or inconvenience to Plan Sponsor, or to any person who may be identified by Personal Information. Without limiting Prudential's obligations under this exhibit, Prudential shall protect and maintain the confidentiality and security of any Personal Information provided to or created by Prudential related to the Services by or on behalf of Plan Sponsor in the manner provided for under, and otherwise in compliance with any applicable domestic laws, regulations, and rules related to the collection, storage, handling, processing, and transfer of Personal Information, including information regarding individuals. E. Remediation Prudential shall notify Plan Sponsor, without unreasonable delay, upon confirming that an unauthorized access or disclosure, unauthorized, unlawful or accidental loss, misuse, destruction, acquisition of, or damage to Personal Information while under the responsibility or in the possession of Prudential (a "Security Incident") has occurred. Thereafter, Prudential shall: a) promptly furnish to Plan Sponsor details of the Security Incident; b) conduct an investigation into the Security Incident; c) take appropriate action to prevent a recurrence of any Security Incident; d) determine whether notice is to be provided to any individuals, regulators, consumer reporting agencies, or others under applicable law or regulation; e) draft the contents of each such notice; and f) offer remediation to affected persons consisting of two years of credit monitoring services if such Security Incident poses a significant risk of identity theft and is required by law or regulation. Any such notice or remediation shall be at Prudential's sole cost and expense. 19 4W Prudential EXHIBIT C Plan Administrative Expenses Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Prudential agrees to make payments ("Allowance') to or on behalf of the Plan in order to pay its reasonable and actually incurred Plan administration expenses. Prudential will make payment to the Plan as more fully provided below: • Source of Payment. The source of funds for the payment is corporate assets of Prudential and/or its subsidiaries and affiliates. The Plan Sponsor acknowledges that Prudential is the owner of funds used for the payment until Prudential transfers such funds to the Plan Trust. • Amount. Allowance will be paid to the Plan in periodic installments of an annual amount as set forth below: • Flat Dollar Amount. $ 5,000 for the plan year in which Prudential commenced services to the Plan and $ 5,000 for each calendar year thereafter. The Allowance will be paid in quarterly installments. Payments other than annual will be calculated by dividing the annual amount by 4 (quarterly). • Additional Amount. Allowance maybe made available to the Plan as a result of service shortfalls as described in Exhibit D of this Agreement. • Plan Expense Account. Prudential will establish an account for the Plan Trust on Prudential's recordkeeping system. Prudential will deposit payments of the Allowance into this account at the frequency defined above and invest them in a stable value investment under the Plan, unless another investment option is selected by the Plan Sponsor until such time that the Plan Sponsor provides direction to Prudential regarding the disposition or re- investment of these funds. • Reporting. Prudential will provide periodic reports to the Plan Sponsor that show payments by Prudential to the Plan Trust under this arrangement. • Amendment of Arrangement. This payment arrangement may be amended at any time in writing. Agreement by the Plan Sponsor to an amendment may be presumed if Prudential communicates the amendment to the Plan Sponsor in advance of the effective date of the change, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented. In particular (and not by way of limitation), Prudential reserves the right to amend this arrangement in the event of a material change to the Plan or a difference in the expected versus actual conversion assets. • Termination of Arrangement. Each party may terminate this payment arrangement for any reason upon thirty (30) days prior written notice to the other. In particular (and not by way of limitation), Prudential reserves the right to terminate this arrangement in the event of a material change to the Plan or a difference in the expected versus actual conversion assets, or upon Prudential's conclusion that payments violate applicable law. Generally, allowances are made available upon conclusion of the payment period. 20 • Services Agreement Prudential Provided by Prudential Retirement Insurance and Annuity Company Plan Sponsor agrees, represents and warrants to Prudential: • All instructions received pursuant to this provision will be submitted by persons authorized to act on behalf of the Plan and Prudential may rely upon those instructions as being genuine and duly authorized; • The Plan document and any applicable Trust documents permit the Plan to make payment of administrative expenses from Plan assets; • This Allowance is permissible under both the Plan documents and any laws applicable to the Plan; • All amounts paid pursuant to these provisions will be used solely for Plan administrative expenses that are reasonable and necessary to the Plan; • Plan Sponsor will indemnify and hold Prudential harmless to the extent that there is a breach of any of the representations contained herein, which causes Prudential to suffer any expense or damage as a result; and • Plan Sponsor has discussed this arrangement with its legal counsel to the extent it deems appropriate. 21 Services Agreement Prudential Provided by Prudential Retirement Insurance and Annuity Company EXHIBIT D Performance Standards Prudential and the Plan Sponsor hereby agree to the performance standards set forth below. Such standards shall apply to the plan recordkeeping and other administrative services Prudential is providing on behalf of the Plan. Total dollars at risk each calendar year will be capped at $7,000, in the aggregate, for shortfalls related to services Prudential provides on behalf of the Plan. In the event that Prudential fails to meet a performance standard with respect to an ongoing service for any quarter (as set forth in this Exhibit), Prudential shall make reasonable efforts to rectify the situation and deliver against that standard in the next quarter. In the event that Prudential fails to improve its performance regarding the previously identified service within the next calendar quarter, Prudential will provide a "Reimbursement Amount" as described in this Exhibit in the subsequent quarter. In the event a Reimbursement Amount is due under this paragraph, that amount shall be (i) applied against the Plan's administrative expenses otherwise due to Prudential under this Agreement, or (ii) credited toward additional administrative services to be provided by Prudential to the Plan, or (iii) made available to the Plan to pay reasonable and actually incurred Plan administrative expenses in accordance with the terms outlined in Exhibit C of this Agreement. Service Description Service Standard Reimbursement amount Participant Services Participant Service Representatives Available $56.25 per quarter with an Phone Response Monday Through Friday 8 am to 9 pm annual cap of $225 Time ET(Excluding Holidays). Scheduled days before or after holidays the participant service center will close at 5:00 PM ET. 80% of calls answered within 20 seconds for live operator, and an abandonment rate of less than 2%. If call volumes exceed 10% of normal or budgeted volumes the month would be excluded. Quarterly Statement 98% mailed or posted to the website within ten $56.25 per quarter with an Delivery (10) business days after quarter close. annual cap of $225 Dependency: Receipt of all necessary information (example, message approval) from the City of Santa Ana 3 weeks prior to the end of the quarter for which the statement period is applicable. 22 4V Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Service Description Service Standard Reimbursement amount Loan initiations 99 % of loans processed within 2 business days $56.25 per quarter with an provided the request is received in good order annual cap of $225 by 4 p.m. ET (2 p.m. ET for transactions involving com any stock). Contribution posting Prudential will post 99% of contributions and $56.25 per quarter with an repayments to participant accounts within one annual cap of $225 (1) business day of receipt of good order request. Plan Sponsor reports Data for the preceding quarter is available on $56.25 per quarter with an the plan sponsor website within 10 business annual cap of $225 days after the quarter end. Plan sponsors can create customized, ad hoc reports via the Online Retirement Center for Plan Sponsors website. This website enables you to select from a wide range of data fields to include in your report, and to submit the report request instantly. The Plan Sponsor can also elect to receive an e-mail notification when the report is ready, typically within 24 hours. Participant 80 percent rating of Satisfied to Highly Satisfied $56.25 per quarter with an Satisfaction on a 4 point scale annual cap of $225 Participant Level 99% of fund transfers are processed the same $56.25 per quarter with an Investment Transfers day if initiated by 4 p.m. ET (2 p.m. ET for annual cap of $225 transactions involving company stock) Withdrawals, 99 % of withdrawals processed within 2 $56.25 per quarter with an Unforeseen business days provided the request is received annual cap of $225 Emergency in good order by 4 p.m. ET (2 p.m. ET for plans Withdrawals, with company stock). Rollovers out In the event that Prudential fails to meet a performance standard with respect to a one-time or annual based service (as set forth in this Exhibit), Prudential will provide a "Reimbursement Amount" as described in this Exhibit in the quarter foil owing the failure to provide the guaranteed service standard. In the event a Reimbursement Amount is due under this paragraph, that amount shall be (i) applied against the Plan's administrative expenses otherwise due to Prudential under this Agreement, or (ii) credited toward additional administrative services to be provided by Prudential to the Plan, or (iii) made available to the Plan to pay reasonable and actually incurred Plan administrative expenses in accordance with the terms outlined in Exhibit C of this Agreement. Service Description Service Standard Reimbursement amount Transition Our conversion approach focuses on partnering $5000 Deliverables with you to develop a customized strategy to minimize service interruption while proactively managing and executing the conversion project. When the final participant data is received from the prior record keeper, account balances are reconciled and established on Prudential's qV Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company system within three business days. We commit to having your plan transitioned according to the overall conversion schedule established with City of Santa Ana at the outset of the transition. The overall schedule will be created based on the needs of the City of Santa Ana. If we fail to complete the overall transition within the timeframes established, we will reimburse the City of Santa Ana Deferred Compensation Plan, provided that all transition stakeholders meet their commitments to the schedule and that all necessary account information is provided in good order. Annual plan report to Financial reports will be made available on the $50 per quarter with an client plans sponsor website within 120 days of plan annual cap of $200 yearend. 24 Ejhjubmmz!tjhofe!cz!Upsj!Qjfstpo! Ebuf;!3133/12/23!22;31;21! 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JOTVSFS!D!; 655 BROAD STREET NEWARK, NJ 07102 JOTVSFS!E!; JOTVSFS!F!; JOTVSFS!G!; NYC-011164643-141 DPWFSBHFTDFSUJGJDBUF!OVNCFS;SFWJTJPO!OVNCFS; UIJT!JT!UP!DFSUJGZ!UIBU!UIF!QPMJDJFT!PG!JOTVSBODF!MJTUFE!CFMPX!IBWF!CFFO!JTTVFE!UP!UIF!JOTVSFE!OBNFE!BCPWF!GPS!UIF!QPMJDZ!QFSJPE JOEJDBUFE/!!OPUXJUITUBOEJOH!BOZ!SFRVJSFNFOU-!UFSN!PS!DPOEJUJPO!PG!BOZ!DPOUSBDU!PS!PUIFS!EPDVNFOU!XJUI!SFTQFDU!UP!XIJDI!UIJT DFSUJGJDBUF!NBZ!CF!JTTVFE!PS!NBZ!QFSUBJO-!UIF!JOTVSBODF!BGGPSEFE!CZ!UIF!QPMJDJFT!EFTDSJCFE!IFSFJO!JT!TVCKFDU!UP!BMM!UIF!UFSNT- FYDMVTJPOT!BOE!DPOEJUJPOT!PG!TVDI!QPMJDJFT/!MJNJUT!TIPXO!NBZ!IBWF!CFFO!SFEVDFE!CZ!QBJE!DMBJNT/ BEEMTVCS JOTSQPMJDZ!FGGQPMJDZ!FYQ UZQF!PG!JOTVSBODFMJNJUT QPMJDZ!OVNCFS MUS)NN0EE0ZZZZ*)NN0EE0ZZZZ* JOTEXWE A 01/01/2023 DPNNFSDJBM!HFOFSBM!MJBCJMJUZ 01/01/2022 XTC2J-GLSA-8045X417-22-TIL 2,000,000 FBDI!PDDVSSFODF% EBNBHF!UP!SFOUFE X 2,000,000 DMBJNT.NBEFPDDVS% QSFNJTFT!)Fb!pddvssfodf* 5,000 NFE!FYQ!)Boz!pof!qfstpo*% 2,000,000 QFSTPOBM!'!BEW!JOKVSZ% 4,000,000 HFO(M!BHHSFHBUF!MJNJU!BQQMJFT!QFS;HFOFSBM!BHHSFHBUF% QSP. X4,000,000 QPMJDZMPDQSPEVDUT!.!DPNQ0PQ!BHH% KFDU % PUIFS; DPNCJOFE!TJOHMF!MJNJU TC2J-CAP-8045X405-22-TIL01/01/2022 A 01/01/2023 BVUPNPCJMF!MJBCJMJUZ% 2,000,000 )Fb!bddjefou* BOZ!BVUP X CPEJMZ!JOKVSZ!)Qfs!qfstpo*% PXOFETDIFEVMFE CPEJMZ!JOKVSZ!)Qfs!bddjefou*% BVUPT!POMZBVUPT OPO.PXOFE IJSFEQSPQFSUZ!EBNBHF % )Qfs!bddjefou* BVUPT!POMZBVUPT!POMZ % B GUF30000914003 5,000,000 VNCSFMMB!MJBC 01/01/2023 X X 01/01/2022 FBDI!PDDVSSFODF% PDDVS FYDFTT!MJBC 5,000,000 DMBJNT.NBEFBHHSFHBUF% % EFESFUFOUJPO% QFSPUI. XPSLFST!DPNQFOTBUJPO TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O BOZQ!SPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% O!0!B PGGJDFS0NFNCFS!FYDMVEFE@ )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF% Jg!zft-!eftdsjcf!voefs F/M/!EJTFBTF!.!QPMJDZ!MJNJU% EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* The City of Santa Ana, it's officers, employees, agents, and representative are included as additional insured where required by written contract. 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