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HomeMy WebLinkAboutGREAT-WEST FINANCIAL-RETIREMENT11� Lt- Z U INSURANCE ON f ILL WORK MAY PROCEED UN'FIL INSURANCE EXPIRES CLERKOPGOUNCII. DATE: . 2.5- I� Great -West Retirement Services® AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES §457(b) Deferred Compensation Plan Group No. 98280 -01 City of Santa Ana Services Agreement 4 -16 -14 (one -year term) A- 2014 -208 Page 1 TABLE OF CONTENTS I. Definitions ........................................................................................................................................................ ..............................4 II. Basic Recordkeeping Services ....................................................................................................................... ..............................5 A. Participant Account Establishment ....................................................................................................... ..............................5 B. Participant Account Information .......................................................................................................... ............................... 5 C. Investment Options .............................................................................................................................. ..............................5 D. Valuation of Participant Account Balances .......................................................................................... ............................... 6 E. Contributions, Transfers and Limitations .............................................................................................. ..............................6 F. Automated Voice Response System .................................................................................................... ..............................6 G. Participant Website .............................................................................................................................. ..............................7 H. Client Service ....................................................................................................................................... ..............................7 I. Plan Sponsor Access to Recordkeeping System ................................................................................. ..............................7 J. Reporting .............................................................................................................................................. ..............................7 K. Regulatory Updates .............................................................................................................................. ..............................8 L. Benefits, Tax Withholding and Reporting ............................................................................................. ..............................8 M. Qualified Domestic Relations Orders .................................................................................................. ............................... 9 N. Sample Plan Document and Adoption Agreement ............................................................................... ..............................9 0. Rollovers from Other Eligible Retirement Plans ................................................................................... ..............................9 P. Code Section 402(f) Notice .................................................................................................................. ..............................9 Q. Monitoring the Deferral Limits .............................................................................................................. ..............................9 III. Enhanced Signatureless Recordkeeping Services ........................................................................................ ..............................9 A. General Requirements ......................................................................................................................... ..............................9 B. Deferral Recordkeeping ...................................................................................................................... .............................10 C. Beneficiary Recordkeeping ................................................................................................................. .............................10 D. Beneficiary Confirmation for Death Benefit Claims ............................................................................. .............................10 E. Online Enrollment ................................................................................................................................ .............................10 F. Loans................................................................................................................................................... .............................11 G. Required Minimum Distributions at Age 70'/ z ..................................................................................... .............................11 IV. Communication Services .............................................................................................................................. .............................11 A. Special Representations ..................................................................................................................... .............................11 B. Communication Materials .................................................................................................................... .............................11 C. Group Presentations ........................................................................................................................... .............................11 D. Individual Counseling Sessions ........................................................................................................... .............................12 E. Plan Sponsor Committee Meetings ..................................................................................................... .............................12 F. Communications and Marketing Plan .................................................................................................. .............................12 City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 2 G. Assignment of Representatives ........................................................................................................... .............................12 H. Retirement Planning Education, Distribution Counseling .................................................................... .............................12 V. Miscellaneous Provisions .............................................................................................................................. .............................12 A. Confidentiality of Data and Privacy Notice .......................................................................................... .............................12 B. Business Continuity Plans Notice ........................................................................................................ .............................13 C. Affiliates ............................................................................................................................................... .............................13 D. Exclusivity ............................................................................................................................................ .............................13 E. Responsibilities at Termination ........................................................................................................... .............................13 F. Error Correction ................................................................................................................................... .............................13 G. Record Retention Policy ...................................................................................................................... .............................14 VI. Plan Sponsor Responsibilities ...................................................................................................................... .............................14 VII. Warranty, Indemnification and Limitation of Liability ................................................................................... .............................14 VIII. Notifications ................................................................................................................................................ .............................15 IX. Agreement Term and Termination ................................................................................................................ .............................15 X. Recordkeeping, Communication and Other Fees ......................................................................................... .............................15 A. Recordkeeping and Communication Fees .......................................................................................... .............................15 B. Loan Fees ........................................................................................................................................... .............................16 C. Authorized Investment Option Administration Fees ............................................................................ .............................16 D. Bank Credit Disclosure ........................................................................................................................ .............................16 E. Plan -Level Disclosure Services ........................................................................................................... .............................16 F. Miscellaneous Fee Provisions ............................................................................................................. .............................16 XI. Modification and Consent ............................................................................................................................. .............................17 XII. Dispute Resolution ...................................................................................................................................... .............................17 XIII. Entire Agreement ........................................................................................................................................ .............................17 XIV. Governing Law ........................................................................................................................................... .............................17 XV. Severability .................................................................................................................................................. .............................17 XVI. Authorized Persons., ... ....... ........ ........ ....................................................................................................................... ......... IS XVILLegal Advice-, ............................. ..................................................................................................................................... _.18 XVIII. Force Majeure .......................................................................................................................................... .............................18 XIX. Signatures .................................................................................................................................................. .............................18 Procedures for Complying with Fund Company Market Timing and Excessive Trading Policies .......... .............................19 BusinessContinuity Plans .............................................................................................................................. .............................20 PrivacyNotice Exhibit ..................................................................................................................................... .............................21 City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 3 Great -West Retirement Services® AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES Great -West Life & Annuity Insurance Company ("Great - West"), and /or any successor, assign or affiliate, and City of Santa Ana ( "Plan Sponsor ") make this Agreement for Recordkeeping and Communication Services, with respect to the services to be provided by Great -West Retirement Services®, a unit of Great -West, to the City of Santa Ana 457 Deferred Compensation Plan (the "Plan "). WHEREAS, Plan Sponsor has established or adopted the Plan for its eligible current and former employees (Participants) in accordance with Code Section 457, and all other applicable federal, state and municipal laws, for the purpose of providing a voluntary deferred compensation retirement plan to Participants for voluntary contribution; and WHEREAS, Plan Sponsor (or its designee) serves as the Plan Administrator and Named Fiduciary of the Plan; and WHEREAS, Plan Sponsor has placed all Plan assets into a trust, custodial account or annuity contract that meets the requirements of the Code and will continue to meet such requirements for the duration of this Agreement for purposes of establishing an unbundled open- architecture investment arrangement; and WHEREAS, on the Effective Date, this Agreement will replace in its entirety the Administrative and Communication Services Agreement between Great -West and City of Santa Ana that was effective May 1, 1989, and executed May 29, 1989, and any subsequent amendments; and WHEREAS, Great -West acts in a non - fiduciary capacity as a directed, nondiscretionary service provider and to perform the services described herein as directed by Plan Sponsor, in compliance with all applicable federal, state and local laws and regulations; WHEREAS, Great -West agrees to act as record keeper and provide communication services for an open - architecture platform with per -share identified by NAV (net asset value) where the Plan Sponsor may select, add and change Plan investment options from the universe of funds (that Great -West has the contractually ability to record keep) at Plan Sponsor's discretion and use of Great -West funds or securities are not contractually required; WHEREAS, Great -West agrees that fund investment option changes may not occur without Plan Sponsor authorization; WHEREAS, Great -West agrees that nothing in this Agreement restricts Great -West from offering or providing additional record keeping or other Plan service improvements, as mutually agreed upon; NOW, THEREFORE, the parties agree as follows: I. DEFINITIONS The following terms and definitions shall apply throughout this Agreement: a. ACH — Automated Clearinghouse b. Agreement — this Agreement for Recordkeeping and Communication Services c. Authorized Investment Options — the investment options available under the Plan, as selected by Plan Sponsor d. Business Day — any day, and only for as many hours as, the New York Stock Exchange is open (typically until 4:00 pm Eastern Time) e. Code — the Internal Revenue Code of 1986, as amended from time to time, including all Treasury Regulations promulgated thereunder f. Designated Investment Option — the investment option designated by Plan Sponsor to receive all Participant contributions, transfers and direct rollovers, and other amounts with respect to a Participant, that are received without complete allocation instructions g. Effective Date — the date upon which this Agreement takes effect, as specified below h. Great -West— Great -West Life & Annuity Insurance Company City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 4 I. Named Fiduciary — the fiduciary(ies)who jointly or severally have the authority to control and manage the operation and administration of the Plan, as described in ERISA j. Participant — Plan Sponsor's current and former employees participating in the Plan k. PD] — Payroll Data Interchange I. Plan —the retirement plan designated in the recitals above m. Plan Account — an unallocated Plan account that may be used for Plan purposes as set forth in the Plan document and as instructed by Plan Sponsor, which may include payment of the Recordkeeping and Communication Fee. Assets in the Plan Account will be invested in a single investment option as selected by Plan Sponsor n. Plan Sponsor — the City of Santa Ana, the contracting party named in the recitals above o. PSC — the Plan Service Center, Great - West's current Plan Sponsor website p. QDRO — a Qualified Domestic Relations Order, or legal court that divides ownership of a Participant's retirement account to allocate certain assets from the Participant's account to the Participant's former spouse or nonparticipant in the form of an alternate payee account or distribution q. Recordkeeping and Communication Fee — the basic annual recordkeeping and communication fee payable to Great -West under this Agreement, as described below r. Revenue — the fees Great -West and /or one or more of its affiliates or subsidiaries receives and /or collects from mutual fund families and other investment providers, including other Great -West affiliates, for providing certain administrative or other services s. Trustee — the named trustee in a certain trustee agreement between Plan Sponsor and said trustee as it relates to the Plan II. BASIC RECORDKEEPING SERVICES A. Participant Account Establishment Great -West will establish on its recordkeeping system Participant and related data that includes, but is not limited to, Participant indicative data (e.g., name, address, birth date). Great -West will provide assistance to Plan Sponsor as necessary to coordinate the establishment of Participant contribution processing on its recordkeeping system. B. Participant Account Information A Participant account consists of: 1. The following Participant indicative data, when received by Great -West in good order: a) Name b) Gender c) Social Security Number d) Mailing address e) Telephone number f) Date of birth g) Beneficiary information 2. Current Participant investment allocations in the Authorized Investment Options 3. Current Participant account balances in each Authorized Investment Option. C. Investment Options 1. Authorized Investment Options Plan Sponsor is responsible for the selection of all Authorized Investment Options made available under the Plan, based on Plan Sponsor's independent evaluation, or that of its registered investment advisor, consultant, broker or other agent, as applicable. Plan Sponsor may replace the Authorized Investment Options at any time without charge to Plan Sponsor or participants. Great -West agrees that Plan Sponsor may authorize fee and non -fee funds. Sixty days' advance written notice shall be required for either party to terminate or add an investment option. Great -West will cooperate with Plan Sponsor to terminate existing investment options or add new investment options, and Great -West will assist Plan Sponsor in appropriately notifying Participants of any changes via Participant quarterly statements. In extraordinary situations where notices must be sent prior to the next quarterly statements, such City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 5 changes will be made as soon as practicable, as agreed upon by the parties. The Group Annuity Contract previously issued to Plan Sponsor by Great -West and made available to Participants under the Plan contains a death benefit guarantee. Plan Sponsor has elected to add new Authorized Investment Options consisting of outside mutual funds and other investment options. As a result, Plan Sponsor acknowledges and agrees that the Group Annuity Contract is hereby amended to eliminate the death benefit guarantee. 2. Designated Investment Option Plan Sponsor shall select a Designated Investment Option to receive all Participant contributions, transfers and direct rollovers, and other amounts with respect to a Participant, that are received without complete allocation instructions. Once the Participant provides Great -West with complete allocation instructions in good order, future amounts will be invested pursuant to such instructions. However, funds already deposited into the Designated Investment Option will remain invested therein until transferred by Participant request. D. Valuation of Participant Account Balances Participant account balances within the Plan will be accounted for as follows: 1. Amounts that are not guaranteed as to principal or interest will be accounted for at their fair market value as of the close of each Business Day. 2. Amounts receiving a guaranteed interest rate and a guarantee of principal will be accounted for at book value. Interest will be accounted for on a daily effective method. E. Contributions, Transfers and Limitations Purchases and sales of securities at the direction of Participants will be effected through GWFS Equities, Inc., a broker /dealer affiliate of Great -West. Instructions for the purchase, sale, exchange or transfer of shares on behalf of the Plan shall be transferred to GWFS Equities, Inc. for processing. 1. Contributions Contributions sent directly online to Great - West's recordkeeping system and processed by 12:00 am Mountain Time will be allocated effective the next Business Day, at that Business Day's unit value. Funds must be sent via ACH within the PSC functionality. 2. Transfers Requests for Participant- initiated transfers between Authorized Investment Options will be processed and effective the Business Day they are received by Great -West. Any transfer request not received by Great -West during a Business Day will be processed and effective the next Business Day, or such earlier time as may be required in order to comply with applicable law. 3. Market Timing and Excessive Trading Plan Sponsor acknowledges receipt of, and agrees to adhere to the terms and conditions of, the Procedures for Complying with Fund Company Market Timing and Excessive Trading Policies exhibit, attached to this Agreement. F. Automated Voice Response System Participants will have access to a toll -free, automated voice response system to inquire or make account changes from a touch -tone telephone. Inquiry services available from the automated voice response system will utilize share prices, unit values and account balances that are as of the last calculated unit value /share price. The automated voice response system will be available 24 hours a day, 7 days a week, except for routine maintenance of the system which, when necessary, will generally take place on Sunday between the hours of 12:01 am and 12:01 pm Mountain Time. However, the system may also be limited or unavailable during periods of peak demand, market volatility, systems upgrades, or maintenance, or for other reasons. City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 6 G. Participant Website Participants will have access to a new, customized Plan website to inquire or make account changes via the Internet. Great -West shall host and update this website for Plan Sponsor, and all content, images and links will be approved by Plan Sponsor, Plan Sponsor shall have access to Great -West marketing staff to assist in the development and production of customized Plan branding, materials and messaging. Participant access and use Wll be through a login /password gateway into individual's account free of charge. The website will be available 24 hours a day, 7 days a week, except for routine maintenance of the system, which, when necessary, will generally take place on Sunday between the hours of 12:01 am and 12:01 pm Mountain Time. However, the system may also be limited or unavailable during periods of peak demand, market volatility, systems upgrades or maintenance, or for other reasons. As soon as practicable, Great -West shall provide Plan Sponsor with notice in the event of such system unavailability due to reasons other than routine upgrades or maintenance. H. Client Service Client service representatives will be available via toll -free telephone call to Great -West to answer Participant questions and process applicable transactions each Business Day between the hours of 6:00 am and 5:00 pm Pacific Time. I. Plan Sponsor Access to Recordkeeping System Plan Sponsor staff shall have access to Great - West's recordkeeping system or website online via the PSC to inquire or make changes while administering the Plan. Upon request, Great -West representatives will be made available to assist and train employees of Plan Sponsor in properly accessing and processing transactions on the PSC. The PSC will be available consistent with the availability of the automated voice response system. Plan Sponsor will have access to Great -West report/data staff and all standard reports and may request customized reports at no additional charge. Custom reports will be produced within 14 days of written request. J. Reporting 1. Participant Statements Each calendar quarter, Great -West will make available to each Participant a statement of his /her account, summarizing all activity for the previous calendar quarter, including, but not limited to: a) Beginning and ending balances; b) All transactions processed during the quarter, including contributions; c) Interest or change in value; d) Any applicable Fees /Charges; e) Transfers and withdrawals for the quarter. Participants may elect to access their statements via the Participant website, or to receive their statements by mail, and may change their election at any time. Alternate access requests by Participants or Plan Sponsor will incur no additional charges. Statements will be mailed to Participants who do not affirmatively elect to access their statements on the website. Mailed statements will be sent to the Participant's last -known home address as provided to Great - West by Plan Sponsor, the Participant and /or the prior recordkeeper. Statements will be available on the website or mailed within 20 Business Days after the end of each calendar quarter, or within ten Business Days after receipt of final information in good order from third party sources, whichever is later. Undeliverable statement should have Great - West as the return address not the City. Great - West is responsible for getting statements to Participants by using an address - locator service for all "lost" Participants. 2. Employer Plan Summary Report Plan Sponsor will receive an Employer Plan Summary Report, summarizing Plan -level assets and Participant account balances, within 20 City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 7 Business Days after each calendar quarter end, or within ten Business Days after receipt of final information in good order from third party sources, if applicable, whichever is later. The following Plan information will be addressed in the Employer Plan Summary Report: a) Summary of Plan transactions and assets; b) Summary of contributions processed; c) Withdrawals; d) Annuities purchased, if applicable; e) Periodic payments; f) Investment option grand totals — summarizes both dollars and units /shares and Plan activity; g) Investment option totals by money type — summarizes both dollars and units /shares and money type activity; h) Participant summary — a report of account activity for each Participant. 3. Annual Plan Review Plan Sponsor will receive an Annual Plan Review in written presentation including, but not limited to, the following information: a) Detailed description of all new services, service models, trends and technology offered by Great -West to its clients or within the industry; b) Review of enrollment efforts; c) Asset allocation information, contributions, distributions (investment options and fixed /variable split); d) Voice response usage and enhancements; e) Benefit payments; f) Direct online system access — current services and available services; g) Legislative updates; h) Identified fees or charges revenue collected from each investment fund by investment fund option and where such revenue has been paid for what services including, but not limited to, recordkeeping and fun management services with total fund fee and charge revenue' i) Plan assets and expenses, with weighted expense ratio, expenses shown by separate service cost, including, but not limited to, "12b -1" fees, "Sub -TA" fees, fiduciary reimbursement administration and respective management fees, including investment management fees with associated percentage of Plan expenses; j) Fixed fund charges, fees, subsidies and any market -to -book value issues; k) Total revenue to Great -West with revenue shown by participant. 4. Annual Investment Performance Report Great -West shall provide Plan Sponsor with an annual investment performance report. K. Regulatory Updates Great -West shall periodically make information available to Plan Sponsor concerning federal legislative activity of which Great -West is aware that may affect the Plan and related funding contracts. Such information, however, does not constitute legal or tax advice regarding the legal sufficiency of the Plan. L. Benefits, Tax Withholding and Reporting Benefit payments to Participants and beneficiaries will be made within two Business Days following receipt by Great -West of complete payment instructions. For the purposes of this Agreement, "complete payment instructions" means that all required information on the Participant request form, whether paper or online, has been completed, including all required signatures or authorizations, and that Great -West has completed its review of the request in accordance with the terms of this Agreement. Benefit payments will be made, taxes withheld, and tax reporting completed as follows: 1. A record will be maintained of each distribution from the Plan with respect to the Participant, including the reason for the distribution. A report may be made available to Plan Sponsor on request. City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 8 2. Federal and state income tax withholding and tax reporting that is applicable at the time of the distribution will be performed and sent to the Participant or beneficiary for each benefit payment from the Plan. 3. The income tax withholding will be forwarded to the Internal Revenue Service and appropriate state governmental entities, and will be completed by the applicable due dates. 4. Information will be provided to the Internal Revenue Service annually showing an accounting of all Participants who have received distributions during the previous calendar year. A similar report will be provided to Plan Sponsor. M. Qualified Domestic Relations Orders If the Plan accepts QDROs, Plan Sponsor hereby instructs Great -West to complete an administrative review of all Plan Sponsor - approved QDROs submitted on or after the Effective Date, to ensure that Great -West can determine the amount of the alternate payee's award, mailing address, and social security number. Great -West will establish an alternate payee account or process a distribution pursuant to the terms of the QDRO, the Plan and /or the Code requirements in effect on the date of the distribution, and a distribution request received in good order and in a manner satisfactory to Great - West. Plan Sponsor hereby instructs Great -West to determine the amount payable to the alternate payee based solely on the Participant account records on Great - West's recordkeeping system. N. Sample Plan Document and Adoption Agreement Great -West shall offer a sample Plan document, an adoption agreement, and any Plan document amendments that may be required due to change in applicable law, prior to the date required. 0. Rollovers from Other Eligible Retirement Plans If the Plan accepts rollovers from other eligible retirement plans, including IRAs, separate accounts will be maintained for such rollovers. Other accounts may be established from time to time as required for Plan administration. P. Code Section 402(f) Notice Great -West shall provide Participants with the IRS model notice, as amended from time to time, pursuant to Code §4020. Q. Monitoring the Deferral Limits Great -West shall monitor Participants' total deferrals under the Plan for the calendar year and shall notify Plan Sponsor at the end of the calendar year of any Participants exceeding permitted deferral limits established under Code §457(b). Any distributions made to correct excess deferrals will be appropriately tax reported. Great -West shall provide assistance in calculating catch -up contributions. Plan Sponsor acknowledges that Participants are fully responsible for any catch -up calculations. III. ENHANCED SIGNATURELESS RECORDKEEPING SERVICES A. General Requirements This Section III. describes certain services under which Great -West will process Participant requests without obtaining Plan Sponsor signature or other specific approval. In doing so, Great -West will not exercise any fiduciary authority or make any discretionary determinations. Rather, this Agreement will act as a one -time, blanket instruction and approval by Plan Sponsor for Great -West to process all Participant requests that meet the stated criteria. In order to receive the enhanced, signatureless services detailed in this Section III., Plan Sponsor must utilize the PSC and must provide all necessary information in a PDI file. Plan Sponsor must also provide any additional information or instructions as required by, and in a form acceptable to, Great -West. In addition, in most cases, Great -West must be the sole recordkeeper for the Plan. If at any time Plan Sponsor does not meet these general requirements, or does not meet the specific requirements of any service described in this Section III., Great -West shall City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 9 not be responsible to continue to provide such service. B. Deferral Recordkeeping Plan Sponsor hereby instructs and authorizes Great -West to allow Participants to update their deferral elections via the Plan- customized Great - West website and automated voice response system. Plan Sponsor shall provide deferral amount data for all Participants. Great -West will forward updated deferral information to Plan Sponsor according to the schedule elected by Plan Sponsor. In order to receive this service, the Plan must allow for Participants to make special catch -up contributions or regular catch -up contributions. C. Beneficiary Recordkeeping Plan Sponsor affirms that the Plan allows web - initiated beneficiary designations. Plan Sponsor hereby instructs and authorizes Great -West to accept, maintain and file, without Plan Sponsor's further approval, beneficiary designations received by Great -West in good order and in a manner acceptable to Great -West. Upon request, Plan Sponsor agrees to provide Great -West with any and all beneficiary information filed with the Plan by Participants prior to the Effective Date. Great -West agrees to update all Participant beneficiary documents and scan Plan Sponsor's hardcopy Participant beneficiary files and documentation in the Plan Sponsor's possession, which includes handwritten documents and signatures through digital portable document format (Adobe), optical character recognition or other standard readable open- source format into a new online beneficiary tracking system. As soon as practicable, Great -West will make all such records available for Plan Sponsor and file transfer in a standard readable open- source format acceptable to the Plan Sponsor on request. Plan Sponsor shall provide Great -West with instructions regarding any Plan requirements as to spousal consent for beneficiary designations. If there are any such requirements, Plan Sponsor instructs Great -West to rely on the marital status specified by the Participant on the beneficiary designation form, and to obtain spousal consent, when applicable. If a beneficiary designation requires spousal consent, such designation may be made only by paper form. D. Beneficiary Confirmation for Death Benefit Claims Plan Sponsor hereby instructs and authorizes Great -West to process, without Plan Sponsor's further approval, death benefit claim forms received in good order from beneficiaries under the Plan. Great -West is instructed to determine a Participant's beneficiary pursuant to the most recent beneficiary designation available to Great -West. If a Participant has not designated a beneficiary, or if no designated beneficiary survives the Participant, Plan Sponsor instructs Great -West to forward the claim to Plan Sponsor to determine the beneficiary before processing the distribution. Death benefit claim forms submitted without complete information or without a certified copy of the deceased Participant's death certificate or other required documentation will not be processed, and the claimant will be notified of the deficiency. Processing will continue once Great -West receives all required information and documentation in good order. Claimants determined not to be beneficiaries will be notified that their claims have been rejected, Plan Sponsor agrees to make determinations with respect to any competing or other questionable death benefit claims. Plan Sponsor and Great -West will jointly develop procedures and communications for reviewing and processing death benefit claim forms and for handling claims to the extent spousal consent/registered domestic partner consent applies. In order to receive this service, Plan Sponsor must also utilize Great - West's beneficiary recordkeeping and vesting tracking services, if applicable. This service shall commence following completion of initial beneficiary solicitation. E. Online Enrollment Plan Sponsor instructs and authorizes Great - West to allow online enrollment. Once the PDI file is transmitted, Plan Sponsor instructs Great -West to issue a Personal Identification Number to every eligible employee, allowing enrollment in the Plan through the website. City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 10 F. Loans Plan Sponsor instructs and authorizes Great - West to allow online loan processing. Plan Sponsor agrees that all loans shall be account reduction loans repaid by payroll deduction and shall be consistent with the loan policy and the procedures established by the parties from time to time. Plan Sponsor instructs and authorizes Great -West to process, without further Plan Sponsor approval, Participant loan requests submitted through a form acceptable to Great -West or through the website. Principal residence loan requests must be submitted on a paper form with supporting documentation. Participants will be subject to the fees described online and in the loan documents. G. Required Minimum Distributions at Age 70 %2 Great -West will send via the U.S. Postal Service a notice and distribution form to each Participant attaining age 70 Y. or older in the current calendar year. The notice informs the Participant that required minimum distributions must begin no later than April 1 of the calendar year following the later of age 70'/2 or retirement. Great -West will not initiate such distributions, but will only process such distributions upon receipt of a Participant or Plan Sponsor request in good order. Each year, Great -West will provide a report including but not limited to, name and mailing address, to Plan Sponsor listing Participants who are age 70 Y. or older and whether each has taken or received this type of distribution for the calendar year. IV. COMMUNICATION SERVICES All communications must be in the authorized customized branding and format pre- approved by the Plan Sponsor. Great -West agrees to comply with all communications requirements of the Dodd -Frank Act, or other federal or state law. A. Special Representations 1. Great -West representatives assigned to perform services under this Agreement will be properly licensed, trained and supervised with respect to the conduct of their business activities. 2. Subject to applicable law, Plan Sponsor has the right to interview, approve or reject Great - West representatives. Great -West shall assign to the Plan Javier Obando as the Client Relationship Director, and as the sole relationship manager, and Tisha Neal as the full -time on -site Account Representative, unless an alternate request is made by Plan Sponsor. 3. Great -West representatives will provide information in a manner consistent with applicable insurance and securities laws and retirement industry service standards including for Plans of similar size. However, information supplied to Participants shall not constitute investment and/or tax advice upon which Participants or Plan Sponsor may rely. 4. No Great -West representative may discriminate with respect to investment options provided under the Plan. Representatives will give equal and fair representations when describing the various Authorized Investment Options. 5. Compensation to representatives will not be based upon investment options selected by the Participants. B. Communication Materials Great -West will provide Participant educational and communication materials regarding financial investing and retirement options. These materials include, but are not limited to, newsletters, brochures and other materials as mutually agreed upon. The materials will be customized with a specific brand designed for the Plan, including, but not limited to, Plan enrollment kit, presentations, educational flyers or postcards, Account Representative Participant meeting materials and monthly "Lunch- and - Learn" Participant presentations. C. Group Presentations Great -West representatives will conduct 52 days of on -site meetings, and any mutually agreed up on days in addition, at which some or all of the following will be communicated: City of San to Ana Services Agreement 4 -16 -14 (one -year term) Page 11 1. Comprehensive benefits of newly improved Plan, scheduled transition plan, accessibility of representatives before and during transition including blackout period, newly automated services and self - service features of plan, improved fund line -up and open architecture; 2. Summary of the key provisions of the Plan; 3. Summary of Authorized Investment Options; 4. Discussion of services, including automated voice response system and website inquiry, retirement planning, investment seminars and QDROs; 5. Instructions on how to enroll in the Plan or request an individual counseling session with a Great -West representative. Great -West will provide a service guarantee of $1,500 for 52 days. D. Individual Counseling Sessions Upon request, Great -West representatives will conduct prescheduled individual counseling sessions, utilizing a Participant paycheck analysis, an asset allocation model and retirement counseling services, as approved by Plan Sponsor. Great -West shall not provide information on a Participant's account to any spouse, former spouse, family member or friend of Participant, without the consent of the Participant. Participants must authorize, by invitation, any such person to attend these counseling sessions. E. Plan Sponsor Committee Meetings Upon request, the Great -West Relationship Manager and Account Representative may be required to attend periodic Plan Sponsor meetings and will be prepared to provide a Plan performance and benchmark report regarding the Plan and Great - West activities and future record keeping and communication services efforts. F. Communications and Marketing Plan Great -West will prepare a communications and marketing plan for review by Plan Sponsor. Such Plan will be finalized in a mutually agreeable manner. G. Assignment of Representatives Great -West shall assign one full -time Account Representative to provide communication and marketing services exclusively to the Plan. Such representative will be responsible for all group meetings and individual counseling sessions as directed by Plan Sponsor. In addition, Great -West shall assign to the Plan a Relationship Manager of higher corporate rank than the Client Relationship Director and Account Representative, and this Relationship Manager will be accessible during reasonable business hours for discussion of Plan management issues and/or concerns. H. Retirement Planning Education, Distribution Counseling Plan Sponsor agrees that ongoing retirement planning education and distribution counseling may be made available to Participants by Great -West or an affiliate. Where a Participant wishes either to contribute or roll over to an IRA, an IRA product may be made available by Great -West or its affiliate. Where a Participant requests, via a recorded telephone call with Great -West, to roll assets into the Plan from a previous employer's plan, Plan Sponsor instructs and authorizes Great -West to assist the Participant in completing such rollover without Plan Sponsor's signature or further approval, provided the Plan permits such rollovers. The recordkeeper of the previous employer's plan may require Plan Sponsor's signature or approval to complete the rollover. Great -West shall provide a quarterly report with information detailing the activity of rollovers into IRA products and compensation received by Great -West and affiliates as a result of any rollover transactions. V. MISCELLANEOUS PROVISIONS Great -West and Plan Sponsor specifically accept and agree to each of the following requirements: A. Confidentiality of Data and Privacy Notice City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 12 Great -West and Plan Sponsor agree to maintain and hold in confidence all Nonpublic Personal Information ( "NPI ") received in connection with the performance of services under this Agreement. NPI includes personally identifiable financial information as defined by Title V of the Gramm - Leach - Bliley Act. Great -West shall not use or disclose NPI to any third party, other than affiliates and service providers appointed by Plan Sponsor, without Plan Sponsor's written consent, except as permitted or required by law. Any third party service provider retained by Great -West to provide services under this Agreement, and who has access to NPI, shall agree in writing to be bound by confidentiality and non- disclosure provisions, and to use such NPI only for the performance of specific services under this Agreement. Great - West's current Privacy Notice is attached to this Agreement as the Privacy Notice Exhibit. By executing this Agreement, Plan Sponsor acknowledges receipt of this notice. Great -West will update the notice periodically and make the updates available to Plan Sponsor. B. Business Continuity Plans Notice GWFS Equities, Inc.'s current Business Continuity Plans notice is attached to this Agreement as an exhibit. By executing this Agreement, Plan Sponsor acknowledges receipt of this notice. Great - West will update the notice periodically and make the updates available to Plan Sponsor, As soon as practicable following a disaster, Great -West agrees assist Plan Sponsor in business - continuity recovery and restoration efforts until full normal service levels and staffing are achieved. C. Affiliates Plan Sponsor acknowledges and agrees that Great -West may utilize the services of any affiliate, including but not limited to FASCore, LLC; Advised Assets Group, LLC; GWFS Equities, Inc.; GW Capital Management, LLC, within its controlled group to perform any services under this Agreement. Great - West shall provide to Plan Sponsor its organizational chart including, but not limited to affiliate, subsidiaries, third parties or other agents and their specific responsibilities and duties related to Plan recordkeeping, management, services and operations. D. Exclusivity Plan Sponsor appoints Great -West as the Plan's exclusive provider of the recordkeeping, communication, and other services set forth in this Agreement for the term of this Agreement. E. Responsibilities at Termination Great -West shall provide all Participant and Plan data in the standard file format for any Plan transition within 10 Business Days. Any additional requests for data will be reviewed and delivered independently. Upon Great -West relinquishing responsibilities at the termination of this Agreement, as requested, investment balances for all Participants will be provided in the recordkeeping system's standard format, to assure appropriate account balances, within 10 Business Days of termination. Participant statements and Employer Plan Summaries and Disclosures will be provided up to and including the statement for the last calendar quarter covered by this Agreement until Plan Sponsor determines that the transition is complete. Once recordkeeping responsibilities are transferred, Great -West, as requested by Plan Sponsor, will stop all communications and statements to Participants. F. Error Correction For purposes of this section, "Great- West" refers to Great -West Life & Annuity Insurance Company and certain of its affiliates. If Great -West, as the recordkeeper, makes an error that results in an investment transaction gain or loss, and it is brought to Great - West's attention within 90 days after the Participant statement date following the occurrence of the error, Great -West will retroactively correct the error by putting the Participant back in the financial position where the Participant would have been had the error not occurred. However, if the Plan or affected Participant knew or should have known of the error but failed to bring it to Great - West's attention within 90 days after the statement date following the occurrence of the error, the error will be corrected prospectively. If a correction is made at Great - West's expense and results in a net loss, Great -West will bear the loss. However, if the correction results in an unintended net gain, Great - West will retain the gain as compensation for services provided to the plan and to defray City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 13 reasonable expenses of the plan including offsetting net losses as described above. Under special circumstances, Plan Sponsor may request consideration of a retroactive correction of a Great -West error at Great - West's expense after the expiration of the 90 -day period. Based on the circumstances identified, Great -West will consider such retroactive correction, and such correction will not be unreasonably denied, based on industry standards. In no event will Great -West be responsible for the expense of retroactive correction caused by an error or miscommunication committed by a Participant, Plan Sponsor, or other third party. In such case, Plan Sponsor shall instruct Great -West how it wishes any resulting gain to be allocated or loss to be funded. G. Record Retention Policy Great -West shall retain all records in its custody and control that are pertinent to performance under this Agreement in accordance with its record retention policy, as amended from time to time. Great -West shall make such records available to Plan Sponsor for inspection and reproduction upon Plan Sponsor's reasonable advance written notice and at Plan Sponsor's expense. Great -West shall make all Plan and Participant records available in electronic format acceptable to Plan Sponsor within 14 days of request. VI. PLAN SPONSOR RESPONSIBILITIES A. If Plan Sponsor changes the reporting format for contribution reporting, Plan Sponsor shall give Great - West two weeks advance notice to test the new format before monies are remitted using the new format. If Plan Sponsor does not provide such notice of the new reporting format, then contributions will be effective two Business Days after receipt of monies sent in with the new format. B. Plan Sponsor agrees that Participants may be contacted at home or at work to obtain information necessary to process Participant requests or to perform other services under this Agreement. C. Plan Sponsor agrees to provide all information reasonably necessary for Great -West to perform its responsibilities under this Agreement. D. Plan Sponsor agrees to use its best efforts, including, if necessary, terminating a participant investment provider, to secure and maintain the cooperation of participating investment providers in providing the timely and accurate transmittal of data, including providing daily interest rates and unfishare values, that is reasonably necessary for Great -West to perform its responsibilities under this Agreement. E. Should Plan Sponsor appoint a Trustee for the Plan, the Trustee must be able to interface with Great - West's recordkeeping system in a passive role, and all monies must be sent to an omnibus trust account. Plan Sponsor agrees to require the Trustee to provide all information in its possession that is reasonably necessary for Great -West to perform its responsibilities under this Agreement. F. Plan Sponsor agrees to facilitate the scheduling of group presentations and individual counseling sessions and to provide facilities at which both Plan Sponsor and Great -West agree that satisfactory attendance can be expected. VII. WARRANTY, INDEMNIFICATION AND LIMITATION OF LIABILITY Great -West agrees to indemnify Plan Sponsor from and against any and all expenses, costs, reasonable attorney's fees, settlements, fines, judgments, damages, penalties or court awards ( "Damages ") actually incurred that are the direct result of any breach, gross negligence, reckless or intentional misconduct related to this Agreement by Great -West, and its affiliates and subsidiaries to the extent that they have not directly contracted with Plan Sponsor, or any failure by Great -West to perform its obligations under this Agreement in a manner consistent with generally accepted industry standards. Notwithstanding anything to the contrary herein, Great -West shall not be liable to Plan Sponsor for any Damages relating to or resulting from: 1) any breach of this Agreement by Plan Sponsor; 2) any direction of Plan Sponsor or any authorized agent thereof; or 3) any direction of any third party duly authorized or retained by Plan Sponsor to provide services relating to the Plan, City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 14 including but not limited to an investment advisor, or any authorized agent thereof. This section represents a reasonable allocation of risk, and that it will survive the termination of this Agreement. Plan Sponsor acknowledges that Great -West, its affiliates, and their directors, officers, employees and authorized representatives are not responsible for investment performance of any Authorized Investment Options under the Plan. VIII. NOTIFICATIONS All notices, requests, demands or other communications provided for or required by this Agreement, or any instrument or document delivered pursuant to this Agreement, will be in writing. Notices to Great -West will be addressed as follows: Great -West Financial Charles P. Nelson, President, Retirement Services Division and Beverly A. Byrne, Chief Compliance Officer 8515 East Orchard Road, 1 OT2 Greenwood Village, CO 80111 Notices to Plan Sponsor will be addressed as follows: City of Santa Ana Francisco Gutierrez, Executive Director Finance & Management Services 20 Civic Center Plaza, M17 P.O. Box 1988 Santa Ana, CA 92702 Each party may designate a different address by sending written notice to the other party, to be effective within ten days of the date of the notice. IX. AGREEMENT TERM AND TERMINATION The Effective Date of this Agreement is the date it has been signed by both Plan Sponsor and Great -West. This Agreement may be terminated upon 60 days' written notice by either Plan Sponsor or Great -West. This Agreement is for a term of one year with an option for one additional year as approved by Plan Sponsor's Plan Administrator Committee. Plan Sponsor reserves the right to solicit industry and market information and providers to benchmark items such as service levels, investment options, relationship management, reporting and recordkeeping. In addition, Plan Sponsor may release requests for proposals at any time without immediate termination of this Agreement with written notice. This Agreement may be terminated with or without cause with 60 days' written notice by either Plan Sponsor or Great - West. X. RECORDKEEPING, COMMUNICATION AND OTHER FEES A. Recordkeeping and Communication Fees Plan Sponsor, upon reasonable notice, has the right to examine and audit all payments, fees, credits, interest and accounts related to this Agreement with Great -West and any affiliates, subsidiaries, third parties and investment providers. Great -West will provide a quarterly Plan fee disclosure showing detailed cash flow, itemized services and costs, incentives and subsidies, etc. Great -West must provide the formula and calculations for all figures provided to Plan Sponsor. Great -West shall provide Plan Sponsor with qualified staff to answer questions by Plan Sponsor - assigned examination and audit staff. 1. Amount of Fee An annual Recordkeeping and Communication Fee of 0.10% of total Plan Account and Participant account balances, excluding loan balances, is payable to Great -West. This fee assumes the use of certain Great -West fund options. Beginning with the Effective Date, this fee will be calculated monthly based on the average daily balances on the processing date during the Agreement term and will be debited quarterly from any unallocated Plan Accounts that are eligible to pay Plan expenses. Partial quarters during the Agreement will be prorated. In the event the Plan Account balances are not sufficient to cover the fee, remaining amounts will be debited pro rata from Participant accounts. 2. Revenue Sharing to the Plan All Revenue will be credited by Great -West to the Plan. Great -West will provide a quarterly statement of all funds paid to the Plan account. City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 15 Beginning with the Effective Date, the Revenue will be credited monthly by multiplying each fund's Revenue rate by average daily balance of the fund's total Participant account balances, excluding loan balances, during the period. This Revenue will be credited to the Plan Account to be used for Plan purposes as set forth in the Plan document and as instructed by Plan Sponsor, including payment of the fee. These assets will be invested in a single investment option as specified by Plan Sponsor. In the event Revenue already credited to the Plan Account becomes uncollectible from a fund company, Plan Sponsor hereby instructs Great -West to collect from the Plan Account the difference between the amount accrued and the amount collected. B. Loan Fees Great -West shall assess the following loan fees: a) a one -time, $50.00 loan origination fee that will be deducted from the amount of each loan processed b) a one -time, $25.00 Plan Sponsor - assessed administration fee that will be deducted from the amount of each loan processed and paid quarterly to Plan Sponsor c) a $25.00 annual maintenance fee per loan that will be deducted from the Participant's account in the amount of $6.25 per quarter. C. Authorized Investment Option Administration Fees If Plan Sponsor utilizes more than 32 Authorized Investment Options at any one time or requests an investment option that is materially different from the types of investment options currently in use, Great - West reserves the right to modify the fees and services in this Agreement. For purposes of this paragraph, a series of target date or similar funds will count as a single Authorized Investment Option. D. Bank Credit Disclosure Great -West or one of its affiliates may earn credits and /or interest on Plan assets awaiting investment or pending distribution. Any credits or interest earned by Great -West are aggregated with credits and /or interest earned by Great -West affiliates and will be used to defray the aggregate expenses for the maintenance of bank accounts. Great -West will not retain credits and /or interest earned in excess of such maintenance expenses, but any such excess will be retained by the bank. Credits and /or interest are earned from the use of (i) uninvested contributions received too late in the day or not received in good order to be invested same -day and (ii) proceeds from investment option redemptions where Plan distribution checks have not been presented for payment by Participants. Credits and /or interest (i) begin to accrue on contributions on the date such amounts are deposited into the bank account and end on the date such amounts are invested pursuant to Participant instructions, and (ii) begin to accrue on distributions on the date the check is written or on the wire date, as applicable, and end on the date the check is presented for payment or when the wire clears against the account, as applicable. Earnings of credits and /or interest are at the rate the bank provides from time to time. E. Plan -Level Disclosure Services Great -West shall provide required fee and other disclosures under 29 CFR §2550.408b -2, the "General Statutory Exemption for Services or Office Space," electronically via the PSC or such other electronic means as may be agreed to by the parties from time to time. Plan Sponsor agrees to ensure that there is at all times a person that is able and authorized to access the disclosures on Plan Sponsor's behalf. F. Miscellaneous Fee Provisions 1. If Plan Sponsor selects a custodian or trustee that requires changes to any procedures or services in this Agreement, Great -West reserves the right to change fees in this Section. 2. Should a Participant request an overnight delivery, Great -West will assess the Participant its then - current overnight delivery fee, which is $25 as of the Effective Date but is subject to change at the discretion of Great -West. City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 16 3. Should a Participant request a partial or full withdrawal payment via ACH, Great -West will assess the Participant its then - current ACH fee, which is $15 as of the Effective Date but is subject to change at the discretion of Great - West. Should a Participant request periodic payments via ACH, Great -West will not assess an ACH fee. 4. Should a Participant request a partial or full withdrawal payment via wire, Great -West will assess the Participant its then - current wire fee, which is $40 as of the Effective Date but is subject to change at the discretion of Great - West. 5. Plan Sponsor may direct Great -West in writing to assess a mutually agreed -upon per - Participant fee, asset fee or combination fee to Participant account balances. Such fee may be deposited into the Plan Fiduciary Administration and Reimbursement Account. Any fees assessed under this paragraph may be adjusted annually as instructed by Plan Sponsor. 6. Any service that Great -West is requested to perform beyond the scope of the services described in this Agreement shall be provided at a mutually agreed -upon price negotiated prior to the performance of such service. XI. MODIFICATION AND CONSENT Great -West may amend this Agreement, without Plan Sponsor's approval or signature, only as required to comply with changes to applicable law. No other modification of any provision of this Agreement, and no consent by any party to any deviation from its terms by the other party, will be effective unless such modification or consent is in writing and signed by both parties. The modification or consent will be effective only for the period, and the conditions, and for the specific instance and purposes specified in such writing. The waiver of any breach of any term or condition in this Agreement will not be deemed a waiver of any prior or subsequent breach. For purposes of this section, a "writing signed by the parties" shall be deemed to include e -mail only if such e- mail includes a PDF or other reproduction of the manual signature of an officer of each party who is authorized to execute an amendment to this Agreement. XII. DISPUTE RESOLUTION A. Mediation: If there is a dispute arising out of or relating to this Agreement, the parties will make a reasonable and good faith effort to negotiate between themselves a resolution of the matter. If the parties are unable to agree between themselves, and to the extent that the parties are not legally barred from entering into mediation, the parties shall endeavor to resolve any dispute out of or relating to this Agreement by participating in non - binding mediation. The mediation shall be conducted by a private mediator agree to by both parties or, if the parties cannot agree, by a mediator selected by JAMS (Judicial Arbitration and Mediation Services) or another nationally recognized, independent arbitration or mediation organization to which the parties mutually agree. The cost of any agreed -upon mediation shall be borne equally by the parties, and each party shall pay its own expenses. B. Litigation: If the dispute has not been resolved within 90 days of the initiation of non - binding mediation as provided for in paragraph A above, either party may initiate litigation; provided, however, that if one party has requested the other party to participate in mediation and the other party rejects the proposal to participate, the requesting party may initiate litigation before the expiration of the above period. XIII. ENTIRE AGREEMENT This Agreement and any subsequent amendments hereto represent the entire agreement between the parties with respect to the subject matter of this Agreement. XIV. GOVERNING LAW This Agreement will be construed and enforced in accordance with and governed by the laws of the State of California. XV. SEVERABILITY The provisions of this Agreement are severable, and if for any reason a clause, sentence or paragraph of this Agreement is determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity will not City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 17 affect other provisions of this Agreement that can be given effect without the invalid provision. XVI. AUTHORIZED PERSONS Plan Sponsor and any duly appointed investment advisor will provide Great -West with a list of the individuals authorized to transmit instructions to Great -West concerning the Plan and /or assets in the accounts, and written direction regarding the form of such instructions. Such list shall be updated from time to time. XVII. LEGAL ADVICE Nothing in this Agreement is intended to constitute legal or tax advice from Great -West to Plan Sponsor or any other person or entity. XVIII. FORCE MAJEURE Neither of the parties hereto shall be liable to the other for any and all losses, damages, costs, charges, counsel fees, payments, expenses or liability due to delay or interruption in performing its obligations hereunder and without the fault or negligence of such party, due to causes or conditions beyond its control, including, without limitation, labor disputes, riots, ware and war -like operations including acts of terrorism, epidemics, explosions, sabotage, acts of God, failure of power, fire or other casualty, natural disasters or disruptions in orderly trading on any relevant exchange or market, including disruptions due to extraordinary market volume that result in substantial delay in receipt of correct data. /11'x. H1vil lm By signing this Agreement, in duplicate, the parties certify that they have read and understood it, that they agree to be bound by its terms, and that they have the authority to sign it. This Agreement is not binding on either party until signed by both parties. City of Santa Ana Signature: ���� ySae_e>� -- Name: Francsco utierrez Title: Executive Director, Finance & Management Services Date: Great -West Life & Annuity Insurance Company u Si na ne: 9 � Name: Brent-Nees6 Title: Vice President, Financial Services Date: ao/ z-/ City of Santa Ana Services Agreement 4 -16 -14 (one -year term) Page 18 PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND EXCESSIVE TRADING POLICIES The prospectuses, policies and /or procedures of certain fund companies require retirement plan providers offering their fund(s) to agree to restrict market timing and /or excessive trading ( "prohibited trading ") in their funds. The following procedures describe how we, as your recordkeeper, will comply with fund company instructions designed to prevent or minimize prohibited trading. Various fund companies instruct intermediaries to perform standardized trade monitoring while others perform their own periodic monitoring and request trading reports when they suspect that an individual is engaging in prohibited trading. If an individual's trading activity is determined to constitute prohibited trading, as defined by the applicable fund company, the individual will be notified that a trading restriction will be implemented if prohibited trading does not cease. (Some funds may require that trading restrictions be implemented immediately without warning, in which case notice of the restriction will be provided to the individual and plan, if applicable). If the individual continues to engage in prohibited trading, the individual will be restricted from making transfers into the identified fund(s) for a specified time period, as determined by the applicable fund company. Individuals are always permitted to make transfers out of the identified funds) to other available investment options. When the fund company's restriction period has been met, the individual will automatically be allowed to resume transfers into the identified fund(s). Additionally, if prohibited trading persists, the fund company may reject all trades initiated by the plan, including trades of individuals who have not engaged in prohibited trading. Note: certain plan sponsors have or may elect to implement plan level restrictions to prevent or minimize individual prohibited trading. To the extent that such procedures are effective, we may not receive requests for information from the fund companies or requests to implement the restrictions described above. 10/16/07 BUSINESS CONTINUITY PLANS GWFS Equities, Inc., a subsidiary of Great -West Life & Annuity Insurance Company and affiliate of Great -West Life & Annuity Insurance Company of New York" ( "the Company "), maintains a comprehensive business continuity plan designed to respond reasonably and effectively to events that lead to significant business disruption, such as natural disasters, power outages, or other events of varying scope. This plan defines critical functions and systems, alternate work locations, vital books and records, and staff resources, and provides for the continuation of business operations with minimal impact, depending on the severity and scope of the disruption. The plan is reviewed and tested no less than once annually to ensure that the information in the plan is kept current and that documented recovery and continuity strategies adequately support its business operations. Of utmost importance to the plan is the ability for customers to maintain access to securities accounts and assets in those accounts. In the event that one of the Call Centers or back office operation facilities becomes unavailable for any reason, calls would be re- routed to one of the firm's alternative call center or operations facilities. In the event of a significant business disruption to the primary office and/or data center, access to customer accounts will be provided via the Company's Web site and voice response system, operated from an alternative data center. Customer Service will continue to be provided by re- routing telephone calls to a Call Center located in one or more alternative sites located outside of the region. While no contingency plan can eliminate the risk of business interruption, or prevent temporary delays with account access, the firm's continuity plan is intended to mitigate all reasonable risk and resume critical business operations within 24 hours or the next business day, whichever is later. " Record keeping and administrative services are provided by Great -West Life & Annuity Insurance Company, and in New York, Great -West Life & Annuity Insurance Company of New York, or one of its subsidiaries or affiliates. Securities offered in your account may be offered through another broker /dealer firm other than GWFS Equities, Inc., a wholly owned subsidiary of Great -West Life & Annuity Insurance Company. Please contact your investment provider for more information if needed. This disclosure is subject to modification at any time. The most current version of this disclosure can be found on the Web site or can be obtained by requesting a written copy by mail. BCP — GWFS Customer Notice (Ed. Sept. 2012) PRIVACY NOTICE EXHIBIT The Great -West Family of Companies Great -West Life & Annuity Insurance Company The Great -West Life Assurance Company (US operations) Great -West Life & Annuity Insurance Company of New York Advised Assets Group, LLC GWFS Equities, Inc. $ The Canada Life Assurance Company (US operations) Emjay Corporation FASCore, LLC Great -West Life & Annuity Insurance Company of South Carolina Great -West Capital Management, LLC Great -West Funds, Inc. Great -West Trust Company, LLC Westkin Properties Ltd. # www.gwrs.com Revised 0212013 (standard +CA) The Great -West Family of Companies protects your privacy. We have strict policies to keep your nonpublic personal information private. We may share it with affiliates and third parties that we do business with, and in other ways permitted by law. Information We Collect. We collect and store information. It comes from forms that you complete, from business you have conducted with us and other parties we do business with and from consumer and insurance reporting companies. Security of Your Information. We have physical, administrative, and technical safeguards in place to protect your privacy. Access to Information. The only employees who have access to your records are those who need it for business reasons. Our Information Sharing Practices. We limit the information we share and the parties we share it with. We share your information to help you do business with us. What we share depends on the types of products or services you request. For example, we may share information: • from business forms that you complete (such as your name, address, SSN, plan or ID number, assets and income from your application) • about your business with us, or others (such as your policy or contract coverage and benefits and payment history) • about your relationship with us (such as the products or services you purchased) • from your employer, benefit plan sponsor, or group product (such as your name, address, SSN, plan or ID number and age) • from consumer and insurance reporting organizations (such as your credit, financial or health history; please note, these organizations may retain information provided to us and disclose it to others) • from other third parties (such as health and demographic information) • from visitors to our Web sites (such as information you provide online by completing forms, site visit data and '.cookies ") Sharing of Health Information. We won't share your health information, unless such sharing is permitted or health information, please contact our Privacy Officer at the address noted below. Sharing Information with Other Parties. You may permit us to share your information with other parties. Your information may be shared without your consent with our affiliates and other third parties if permitted by law. We do not share your information for any purpose that requires an opt -in or opt -out. Our affiliates are listed and include, but are not limited to, our broker- dealers and our trust company. Your information may be shared to serve you better or to make it easier for you to do business with us. We may also share your information with vendors and financial institutions. Vendors perform services for us such as processing transactions. Financial institutions such as banks have marketing agreements with us. We have agreements with these parties requiring them to protect the privacy of your information. They are not allowed to use the information other than as specified or permitted by law. Other disclosures that may be made without your consent, include: • To detect or prevent fraud & other criminal activity; • To a medical professional for eligibility or audit purposes; • In response to a question from a government agency; • For purposes otherwise permitted or required by law; • In response to a subpoena or court order; • To a group policy holder to report claims experience or for an audit; • In connection with a sale or merger of all or part of our business; • To a government agency to determine your eligibility for benefits they may have to pay for; • To a peer review committee to evaluate a medical professional; • To a certificate holder or policyholder to provide information about the status of a transaction. Our Treatment of Information about Former Customers. If our relationship ends, we will not share your information with third parties except as the law requires or permits. Access to Information. You may access your information by submitting a written request that describes the information. We will respond within 30 business days or as required by state law. Our response will explain the nature and substance of the information on record. We will identify, if recorded, the parties we shared your information with over the last 2 years. Right to Correct, Amend or Delete Information. You may submit a written request to us to correct, amend or delete any information in our records. We will respond to your request within 30 business days or as required by state law. If we agree to your request, we will notify you in writing. We will provide the corrected information to any person you identify that has received the information in the last 2 years and to any insurance reporting organization we may have provided the information to over the last 7 years. If we refuse your request, we will explain why and you will have the right to file a statement of disagreement. We reserve the right to revise this policy as needed. If changes are made, we'll send you a revised notice and post the new policy on the www.greatwest.com web site. Privacy Officer Great -West Life & Annuity Insurance Company 8525 East Orchard Road Greenwood Village, CO 80111 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the 3rd of September, 2014. ATTEST: L) • C Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia Carvalho CAAey BJal C tant City Attorney RECOMMENDED FOR - APPROVAL: Francisco Gutierrez Executive Director Finance & Management Services CITY OF SANTA AN.- a J Dav4; avazos City Manager GRF-&X- W- I5LT LIFE & ANNUITY INSURANCE CO. Brent Neese Vice President Finance Services SECTION 457 CUSTODIAL ACCOUNT AGREEMENT with WELLS FARGO BANK, N.A. THIS SECTION 457 CUSTODIAL ACCOUNT AGREEMENT is made by and between the City of Santa Ana (herein "Employer "), and Wells Fargo Bank, National Association (herein "Custodian"). WHEREAS, Employer maintains an eligible deferred compensation plan(s) (herein the "Plan(s) ") under section 457 of the Internal Revenue Code. WHEREAS, Employer desires to set aside Plan(s) assets to be held in a funded arrangement under section 457(g) of the Internal Revenue Code maintained for the exclusive benefit of Plan(s) participants and their beneficiaries. WHEREAS, section 457(g)(3) of the Internal Revenue Code provides that custodial accounts described in section 401(f) of the Internal Revenue Code shall be treated as trusts pursuant to that section. WIIEREAS, Employer desires to engage the services of the Custodian to hold all assets and income of the Plan(s) in a custodial account for the exclusive benefit of participants and their beneficiaries, as deemed in section 401(f) of the Internal Revenue Code. WHEREAS, the Custodian is willing to act as custodian and deemed trustee of the Plan(s) as set forth in section 457(8)(3) of the Internal Revenue Code to provide these services for the Plan(s) on the condition that Employer has entered or is entering into a service agreement with Great -West whereby Great- West will provide recordkeeping services for all Plan(s) assets held pursuant to this Agreement. NOW, THEREFORE, be it resolved, that the Employer hereby appoints Wells Fargo Bank, National Association, and Wells Fargo Bank, National Association hereby accepts its appointment as Custodian of certain assets of the Plan. The parties also hereto agree as follows: 1. Establishment of Custodial Account. a. In order to carry out the purposes of the Piau(s), Employer hereby creates slid establishes a custodial account (herein the "Custodial Account "). The Custodian accepts the Custodial Account and agrees to act as Custodian hereunder, but only on the terms and conditions set forth in this Agreement. Subject to the tennis raid conditions of this Agreement, all right, title and interest in and to the Custodial Account shall be vested exclusively in the Custodian. b. The Custodial Account shall include only those assets that the Custodian accepts. Only assets actually received by the Custodian will become part of the Custodial Account. The Employer acknowledges and agrees that it is responsible for effectuating the transfer of ally Plan(s) assets to be held in the Custodial Account to Custodian. C. The Custodial Account established hereunder is intended to satisfy the requirements of section 457(g)(3) of the Internal Revenue Code, and to be treated as a trust solely for purposes of applicable tax laws under piles similar to the rules under section 401(f) as contemplated by that section. In no event shall the Custodial Account be treated as a trust for purposes of state law. Notwithstanding anything herein to the contrary, it shall be impossible, prior to the satisfaction of all liabilities with respect to The employees and their beneficiaries covered by the Plan(s), for any part of the funds of the Custodial Account to be used for, or diverted to, purposes other than for the exclusive benefit of the participants or their beneficiaries as provided for in the Plan(s). Except as provided in the Plan(s) and consistent with applicable law, the assets of the Custodial Account shall never inure to the benefit of the Employer and shall be held for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying reasonable expenses of administering the Plans) and Custodial Account. The Employer agrees that it will abide by this provision and that it will not cause the Custodian to violate this rule either by its direction or otherwise. 2. Services to be Provided by Custodian and Obligations of the Parties The obligations of the Custodian shall be limited to those expressly imposed upon it by this Agreement, notwithstanding any reference herein to the Plan(s), and no further duties or obligations of the Custodian, such as a duty to value Plans) investments, detennine the prudence or authorization of any Plan(s) investment, or diversify Plan(s) investments, shall be hnplied. The Custodian shall not be liable in discharging its duties hereunder if it acts in good faith and in accordance with the terms of this Agreement and in accordance with applicable federal tax laws, riles and regulations. The Custodian shall, upon direction from Employer, perform the following services; provided, however, that for purposes of this Agreement the Custodian may rely on direction by the Employer to Great -West pursuant to and consistent with the terms of the services agreement among the parties thereto: a. Open and maintain a Custodial Account in the name of the Plan(s) and hold in such an account all cash, securities and other property initially deposited plus any additional cash and securities that may be received from time to time for the Custodial Account; provided, however, that nothing in this Agreement shall require the Custodian to maintain actual physical custody of assets held for the Plan(s), to which the Custodian has title, through a broker held securities account or insurance company separate account, or to maintain actual physical custody of mutual fund shares, The Custodian shall have no duty or authority to ascertain whether any contributions should be made to the Custodial Account pursuant to the Plan(s), to determine the amount of any contribution to be made pursuant to the terms of the Plan(s), or to bring any action to enforce any obligation to make any contribution to the Plan(s). b. Act upon written direction from the Employer or from one or more investment advisors duly appoi ited in writing by the Employer, as provided in Section 5 hereof. The Custodian shall have no ditty to determine any facts or the propriety of any action taken or omitted by it pursuant to such directions. C. Be responsible for the collection of all investment income relating to the assets hi the account, d. Make payments from the Custodial Account to participants or their beneficiaries as the Employer shall direct in writing, and amounts so paid shall no longer constitute a part of the Custodial Account. The Employer shall report withholding of any federal, state or local taxes that may be required to be withheld with respect to such payments and shall remit such amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and remitted. e. The Employer shall pay or, if not paid by the Employer, shall direct the Custodian to pay from the Custodial Account, the reasonable expenses relating to the Plan(s) and Custodial Account, including, without limitation, investment management, accounting, legal, actuarial expenses, and any expenses which have been approved by the Employer; provided, however that expenses paid pursuant to this section shall not include fees for custodial services to Custodian. 457(6) City of 5anta Ana GVT Wells Fargo custodial agent 02 -24 -15 Page 2 3. Powers of the Custodian. The Custodian is authorized and empowered to: a. Hold assets in the name of the Custodian, which may include entering into depository arrangements for the safekeeping of records relevant to the ownership of such assets with any entity or entities as the Custodian may choose. b. Invest the assets of the Custodial Account in such investment vehicles as directed by Employer or a duly appointed investment advisor, including annuity or insurance contracts issued by licensed insurance companies, and to enter into amendments to such annuity or insurance contracts as so directed. The Custodian shall have no duty or responsibility to determine the appropriateness of any Plan(s) investment, or to cause such investments to be changed. The Employer shall be responsible to determine whether the Plan(s) and the investments directed by it are authorized by state law. The Custodian shall forward all notices, proposed contract amendments, rate or fee changes or other communications regarding all annuity or insurance contracts held in the Custodial Account to the Employer, and shall act on behalf of the Custodial Account with respect to any such notice, proposed amendment, change, or other communication only as directed by the Employer. Any rights of a contractholder under any such group annuity contract to discontinue, amend, or otherwise modify the contract shall be exercised only upon the specific written direction of the Employer to the issuer of the contract or by the Custodian at the Employer's express written direction. C. Make transfers among investment vehicles or disbursements from the Custodial Account as directed by the Employer or, if applicable, by the Plan(s) participants. d. Employ agents other than persons on its regular payroll and delegate to them such ministerial and other non - discretionary duties as it sees fit and to rely upon such information furnished by such agents. e. Deliver proxy and other materials for securities held in the Custodial Account, including offers to tender or exchange such securities, to the Employer or otherwise as the Employer may direct in writing. f Pay taxes of any and all kinds levied or assessed against the Custodial Account as directed by the Employer. g. Delegate to Great -West, any or all ministerial duties arising out of this Agreement, and appoint Great -West as agent of Custodian for such purposes, including opening accounts with investment companies, paying expenses and making distributions from the Custodial Account. In no event shall Custodian delegate to Great -West the right to hold title to the assets of the Plan(s) or Custodial Account. h. Make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any other instruunents that may be necessary or appropriate to carry out the custodianship duties and powers. i. Bold uninvested such cash fluids as may appear reasonably necessary based upon directions of the Employer to meet the anticipated cash requirements of the Plan(s) from time to time and to deposit the same or any pall thereof, either separately or together with other funds under the control of the Custodian, in its own deposit department or to deposit the same in its name as Custodian in such other depositories as it may select. 457(b) City of Santa Ana GVT Wells Fargo custodial agrmt 02 -24 -15 Page 3 j. hnstihte, prosecute, maintain, or defend any proceeding at law or in equity concerning the Custodial Account or the assets thereof, at the sole cost and expense of the Custodial Account, and to compromise, settle, and adjust any claims and liabilities asserted against or in favor of the Custodial Account or of the Custodian; but the Custodian shall be under no duty or obligation to institute, maintain, or defend any action, suit, or other proceeding unless it shall have been indemnified to its satisfaction against any and all loss, cost, expense, and liability it may sustain or anticipate by reasons thereof. k. Retain any fluids or property subject to any dispute without liability for the payment of interest, and to decline to make payment or delivery thereof until final adjudication is made my a court of competent jurisdiction. 4. Reports. Custodian, or agent of Custodian, shall furnish to Employer and any duly appointed investment advisors a periodic statement of account no less frequently than annually, reflecting an inventory of assets in the account, all activity during the previous period, and a market value for the assets of the account. Custodian, or its agent, will furnish such reports including reports to Employer's accountant or other examiners upon Employer's request which shall be based upon the records maintained by Great -West, and which shall be provided to Custodian on a quarterly basis. 5. Authorized Persons. The Employer and any duly appointed investment advisor shall furnish a list to the Custodian (and from time to time whenever there are changes therein) of the individuals authorized to 'transmit instructions to the Custodian concerning the assets in the account and written direction regarding the form of such instructions. If the Employer has implemented the voice response system for participants, all participants are deemed to be authorized individuals solely for purposes of directing investment of their individual account balances. The Custodian shall be entitled to rely on instructions from participants received through the voice response system as well as on the oral advice as conformed in writing or written advice of other authorized individuals. The Custodian shall treat as genuine and may rely on any notice or communication without further verification that it reasonably believes is from an authorized party, as defined above, and shall be protected in doing so by the Employer. 6. Compensation Payable to Custodian. The Custodian shall be entitled to receive reasonable compensation for services provided under this Agreement in connection with the Plan(s). Such compensation shall be paid as set forth on the fee schedule attached hereto as Exhibit 1, and may be changed from time to time by agreement of the parties. Reasonable compensation includes float received from the deposit of fronds pending investment or presentment of checks for payment in non-interest hearing suspense or demand deposit accounts maintained by Wells Fargo for brief periods of time in order to facilitate the servicing of the plan. The Custodian receives compensation from the use of these uninvested funds, which accrues on payments made from the Plan (such as distributions and expense payments) and on contributions or other funds received too late in the day to be invested for the Plain that same day. Float on distribution payments begins to accrue when the funds are transferred from the Plan to a trust clearing account (generally within one business day of the distribution request), and ends on the date the payment clears or is returned to the Plan. Cheeks are generally mailed within two business days of the distribution request, Float or contributions and other finds received too late in the day to be invested that same day (or received without sufficient information to invest them properly) begins to accrue on the date die finds are received and ends ou the date the amounts are deposited to the plan, which is generally the next business day if the Custodian has complete information relating to the investment of such funds; float may continue to accrue if the Custodian has insufficient information regarding the contributions or deposits to invest them properly in the Plan (e.g., incomplete participant contribution infornnation or incorrect account number). 457(6) City of Santa Ana GVi Wells Fargo custodial agrmt 02 -24 -15 Page 4 Depending on its anticipated finding needs, uninvested funds ate generally used to either reduce the Custodian's overall borrowing from other sources (such as in the Federal Funds market) or invested in short -term investments (such as its Federal Reserve Account). Uninvested finds from the Plan are not segregated from other deposit funds, so attributing an exact earnings or interest factor applicable to the Plan's uninvested funds is not possible. Earrings on the float (or the corresponding reduction in borrowing, depending on anticipated finding needs) depends on numerous factors such as current interest rates, Federal Funds rates, credit risk, and the duration of the particuilar debt instrument. 7. Amendment and Termination. This Agreement may be amended by written agreement of the parties at any time. This Agreement shall continue in effect unless or until ternnated by either party upon thirty (30) days' written notice to the other party; provided that Custodian shall continue to act as Custodian of the Custodial Account unt l a successor Custodian is appointed. If no successor Custodian is appointed within ninety (90) days of such written notice of ternunation, Custodian shall be authorized to petition a court of competent jurisdiction for a declaration appointing a successor Custodian, and to change the Custodial Account for the reasonable costs, fees, and expenses of such legal process. Upon termination, all securities held in the account shall be delivered by the Custodian to a successor custodian appointed by the Employer or as otherwise directed in writing by the Employer. Notwithstanding the foregoing, this Agreement shall automatically terminate in the event that a contract for the provision of one or more finding mediums for the Custodial Account and recordkeeping services through Great -West are discontinued or terminated without renewal, effective as of the date of such discontinuance or termination, with no further notice from or to either party; provided that Custodian shall continue to act as Custodian of the Custodial Account until a successor Custodian is appointed. If no successor Custodian is appointed within ninety (90) days of such written notice of termination, Custodian shall be authorized to petition a court of competent ,jurisdiction for a declaration appointing a successor Custodian, and to charge the Custodial Account for the reasonable costs, fees, and expenses of such legal process. 8. Limitation of Liability. Custodian shall not be liable for any claims, liabilities, or expenses arising from or alleged to arise from any action or inaction taken by Custodian pursuant to the direction of Employer or any authorized agent thereof. Employer specifically releases Custodian from any liability except to the extent Custodian has committed negligence or malfeasance in the exercise of its responsibilities hereunder. 9. Notices. Notices to the Employer shall be directed and trailed as follows: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attention: Francisco Gutierrez, Finance Director Employer FIN #95- 6000785 Notices to the Custodian shall be directed and mailed as follows: Wells Fargo Batik, N.A. Institutional Retirement and Trust 1740 Broadway, MAC #C7300 -105 Denver, CO 80274 Attention: Andrea L. Stellish Notices to Great -West shall be directed and mailed as follows: 457(b) City of Santa Ana GVT Wells Fargo custodial agrmt 02 -24 -15 Page 5 Great -West Life & Annuity Insurance Company 8515 East Orchard Road Greenwood Village, Colorado 80111 Attention: Laura Gene Miller AVP & Counsel, Legal Department Great -West Group No.: 98280 -01 10. Written Direction. I£ a provision of this agreement requires that a communication or document be provided to the Custodian in writing or written form, that requirement may also be satisfied by a facsimile transmission, electronic mail or other electronic transmission of text ( inclucng electronic records attached thereto), if the Custodian reasonably believes such convmmication or docmrneut has been signed, sent or presented (as applicable) by any person or entity authorized to act on behalf of the Employer. If this agreentent requires that a corrununication or document be signed, an electronic signature satisfies that requirement. Any electronic mail or other electronic transmission of text will be deemed signed by the sender if the sender's name or electronic address appears as part of, or is transmitted with, the electronic record. The Custodian will not incur airy liability to anyone resulting from actions taken in good faith reliance on such cotmnunication or document. Nor shall the Custodian incur any liability in executing instructions from any person or entity authorized to act on behalf of the Employer prior to receipt by it of notice of the revocation of the written authority of such person or entity. 11. Ittspection Privileges. The books, records, documents, accounting procedures, and practices of the Custodian relevant to this Agreement are subject to examination by the Employer, including but not limited to an annual audit by an independent auditor designated by the Employer. 12. Governing Law. This Agreement shall be governed by and enforced under the laws of the state of the Employer's principal place of business. The Custodial Account hereby created is issued in Colorado and all questions regarding its administration shall be determined under the laws of the State of Colorado. 13. Severabilitv. In case any provisions of this Agreement shall be held illegal or invalid for any reason, their illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal and invalid provisions had never been a part of the Agreement. 14, Assieimient. This Agreement shall not be assigned without the express written consent of all patties to this Agreement, which consent shall not be unreasonably withheld; provided, however, that this provision is subject to and shall in no way limit the effect of Section 3 hereof (relating to the power of Custodian to delegate certain duties to Great -West, and appoint Great -West as its agent for certain purposes). 15. Successors and Assiutrs. This Agreement shall be binding upon the respective successors and assigns of the Employer and the Custodian. 457(6) City of Santa Ana GVT Wells Fargo custodial agent 02 -24 -15 Page 6 ATTACHMENT A SHAREHOLDER COMMUNICATIONS ACT DISCLOSURE Plan Name: The Securities and Exchange Conmilssion adopted the Beneficial Owner Information Disclosure Rule #14b -2 (Rule) in 1986 as part of its effort to improve conwmnications between publicly held companies and beneficial owners of the securities registered in the name of certain nominees. Under these rules, Wells Fargo is required to contact each customer for whom we hold securities and determine whether you authorize us to provide your name, address and share position to the issuer of the securities you own. For your protection, the rules prohibit the requesting company from using your name and address for any purpose other than corporate communications. Please complete the authorization below by checking one of the alternatives. Note: Under the Rule, Wells Fargo is required to treat a non- response as a "YES" disclosure response. ❑ You are authorized to release my name, address and share position ( "YES" response). ❑ You are NOT authorized to release my name, address and share position ( "NO" response). Employer Authorized Signature: Title: 9AM�")\e-e.ulzt -L�A,— 1fr Date: Z 2A 457(b) City of Santa Ana GVT Wells Fargo custodial agrmt 02-24-15 Page 8 16. Effective Date. This Agreement shalt be effective February 24, 2615, or such later date signed by Employer and Custodian. IN WITNESS WHEREOF, the patties have executed this Agreement as of the day and year first written above. EMPLOYER: City of Santa Ana M Its: X a} v t) t 4' E')r tCfl—s Date CUSTODIAN: Wells Fargo Bank, Natydp7al Association Its: Date 457(b) City of Santa Ana GVT WeIIs Fargo custodial agrrat 02 -24 -I5 Page 7 F,XHIBIT I FEE SCHEDULE Wells Fargo Bank, N.A. and Great West Life & Annuity Insurance Company Schedule of Charges for Custodial Services This Schedule may be revised or modified at time of renewal of the Employer's Service Agreement with Great -West. Base Chagee The Custodian's compensation for the custodial services being provided under this agreement is included in the fees being received by Great -West under the Service Agreement between the Employer and Great - West. Great -West will forward such custodial fees to Wells Fargo Banlc, N.A. at no additional cost to the Employer. A+C® R" CERTIFICATE OF LIABILITY INSURANCE DATE(MM /D DIYYYY) �„�- 12110 12014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH USA INC. PHONE FAX 122517TH STREET, SUITE 1300 Na DENVER, CO 80202 -5534 E -MAIL EACH OCCURRENCE ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A : XL Specialty Insurance Company 37885 11141 - INSCO- E -14 -15 INSURED GREAT- WEST LIFE &ANNUITY INSURER B : $ INSURER C : INSURANCE COMPANY AND SUBSIDIARIES 8515 EAST ORCHARD ROAD INSURER D : GREENWOOD VILLAGE, CO 80111 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: SEA - 00252095601 REVISION NUMBER:2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY BEE MMIDD/YYYY POLICY EXP /DDVYYY MM LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIALGENERALLIABILITY DAMA E TO RENTED PREMISES Ea accunence $ CLAIMS -MADE ❑ OCCUR MED EXP (Any one person) $ PERSONAL ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OPAGG $ POLICY PRO LOC JECT $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea acci ant BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DEO RETENTION $ _ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR /PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER /MEMBER EXCLUDED? ❑ NIA E. L. DISEASE - EAEMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIP "rION OF OPERATIONS below E.L. DISEASE - POLICY AT $ A Miscellaneous ELU133729 -14 0313112014 03131/2015 Limit 10,000,000 Professional Liability Retention: $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) RE: RECORDKEEPING & COMMUNICATION SERVICES 457B OC PLAN 498280 -1 ICE 19519 a 11 CITY OF SANTA ANA CIO FRANCISCO GUTIERREZ, EXECUTIVE DIRECTOR FINANCE & MANAGEMENT SERVICES 20 CIVIC CENTER PLAZA, M17 P.O. BOX 1988 SANTA ANA, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Sharon A. Hammer a -dV� © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD g MARSH Certificate of Insurance No.: GWLA- 2014 -63 Dated: December 11, 2014 This document supersedes any certificate previously issued under this number This is to certify that the Policy(ies) of insurance listed below ( "Policy" or "Policies ") have been issued to the Named Insured identified below for the policy period(s) indicated. This certificate is issued as a matter of information only and confers no rights upon the Certificate Holder named below other than those provided by the Policy(ies). Notwithstanding any requirement, term, or condition of any contract or any other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the Policy(ies) is subject to all the terms, conditions, and exclusions of such Policy(ies). This certificate does not amend, extend, or alter the coverage afforded by the Policy(ies). Limits shown are intended to address contractual obligations of the Named Insured. Limits may have been reduced since Policy effective date(s) as a result of a claim or claims. Certificate Holder: Named Insured and Address: City of Santa Ana Great -West Life & Annuity Insurance Company and its subsidiaries Finance & Management Services, 8515 East Orchard Road 20 Civic Center Plaza, M17, PO Box 1985 Greenwood Village, CO 80111 Santa Ana, CA 92702 Atm.: c/o Francisco Gutierrez, Executive Director This certificate is issued regarding_ Recordkeeping & Communication Services 457b DC Plan # 98280 -1 Additional Information: City of Santa Ana is included as an Additional Insured. But the insurance provided for such Additional Insured is restricted to apply solely to liability arising out of the premises or operations referred to under said contract, and only for the location/event listed above. When required by written contract Commercial General Liability Policy no. OGLG24455105 will apply on a primary basis and will not seek contribution from the other insurance available to the certificate holder. Policy no. OGLG24455105 was placed by Seabtuy & Smith, Inc. Marsh Canada Limited has only acted in the role of a consultant to the client with respect to this placement, which is indicated here for your convenience. Notice of cancellation: The insurer(s) affording coverage under the policies described herein will not notify the certificate holder named herein of the cancellation of such coverage. lviarsll uana(da Llttllte(I Marsh Canada Limited 70 University Avenue Suite 800 Toronto, ON M5J 2M4 Telephone: 416- 349 -4535 rpf r Fax: 416- 349- 4506'",,;:?,��"j?nr.,..,,(,:... u;.c.v.✓'t...... -.. -. kendall.r.peart @marsh.com By: Kendall Peart Cyo.p -3 Policy Effective/ Type(s) of Insurance Insurer(s) Number(s) Expiry Dates Sums Insured Or Limits of Liability COMMERCIAL GENERAL LIABILITY • Including Cross Liability, Contractual Liability, Personal Injury, Fire Legal Liability ACE American Insurance Company OOLG24455105 Jun 01, 2014 to Jun 01, 2015 Each Occurrence USD 1,000,000 Aggregate with respect to Products &Completed Operations USD 1,000,000 General Aggregate USD 1,000,000 Additional Information: City of Santa Ana is included as an Additional Insured. But the insurance provided for such Additional Insured is restricted to apply solely to liability arising out of the premises or operations referred to under said contract, and only for the location/event listed above. When required by written contract Commercial General Liability Policy no. OGLG24455105 will apply on a primary basis and will not seek contribution from the other insurance available to the certificate holder. Policy no. OGLG24455105 was placed by Seabtuy & Smith, Inc. Marsh Canada Limited has only acted in the role of a consultant to the client with respect to this placement, which is indicated here for your convenience. Notice of cancellation: The insurer(s) affording coverage under the policies described herein will not notify the certificate holder named herein of the cancellation of such coverage. lviarsll uana(da Llttllte(I Marsh Canada Limited 70 University Avenue Suite 800 Toronto, ON M5J 2M4 Telephone: 416- 349 -4535 rpf r Fax: 416- 349- 4506'",,;:?,��"j?nr.,..,,(,:... u;.c.v.✓'t...... -.. -. kendall.r.peart @marsh.com By: Kendall Peart Cyo.p -3 ,acaR °® CERTIFICATE OF LIABILITY INSURANCE DATE ' " " " "' 12/10/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA INC. 122517TH STREET, SUITE 1300 CONTACT NAME' PHONE EM), ac No E -MAIL ADDRESS: DENVER, CO 80202 -5534 INSURERS AFFORDING COVERAGE NAICk INSURER A: Sentry Insurance A Mutual Co 24988 11141 - STND- AW -14 -15 INSURED GREAT WEST LIFE &ANNUITY INSURER B COMMERCIAL GENERAL LIABILITY INSURER C INSURANCE COMPANY & SUBSIDIARIES 8515 E. ORCHARD ROAD GREENWOOD VILLAGE, CO 80111 INSURER D : DAMAGE( RENTED PREMISES S Ea occurrence ) $ INSURER E: CLAIMS -MADE ❑ OCCUR INSURER F: COVERAGES CERTIFICATE NUMBER: SEA - 002520916 -01 REVISION NUMBER:6 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MSR LTR TYPE OF INSURANCE ADD L JNM SUBR POLICY NUMBER POLICY EFF IMMIDDIYYYYI POLICY EXP (MMIDD/YYYY) LIMITS of Marsh USA Inc. GENERAL LIABILITY Sharon A. Hammer d✓ � EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE( RENTED PREMISES S Ea occurrence ) $ CLAIMS -MADE ❑ OCCUR MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ GEN'LAGGREJLIMIT APPLIES PER _ PRODUCTS - COMP /OP AGO $ POLICY PRO LOD CT $ A AUTOMOBILE LIABILITY 90- 04862.03(AOS) 12/0112014 1210112015 COMBINED SINGLE LIMIT Ea accident 1,000,000 X BODILY INJURY(Per person) _ $ A ANY AUTO 90- 0486204 12)01)2014 1210112015 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accidenF $ NON -OWNED HIRED AUTOS X AUTOS It UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEO T7 RETENTION $ $ WORKERS COMPENSATION X WC STATU- OTH- ELEL A A AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? ❑N (Mandatory in NH) NIA 90- 04862- 01(ADS) 90- 048fi2 -02 HI, NY, WI, WV ( ) 12101/2014 1210112014 12(0112015 1210112015 E.L. EACH ACCIDENT $ 1,000,000 EL DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) COVERAGE PROVIDED BY THE ABOVE AUTO LIABILITY POLICY SHALL BE PRIMARY AND IS LIMITED TO LIABILITY OF THE NAMED INSURED'S OWNERSHIP AND /OR OPERATIONS. v LILL_ 3oF� CERTIFICATE HOLDER CANCELLATION CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CIO FRANCISCO GUTIERREZ, EXECUTIVE DIRECTOR THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN FINANCE & MANAGEMENT SERVICES ACCORDANCE WITH THE POLICY PROVISIONS. 20 CIVIC CENTER PLAZA, M17 P.O. BOX 1988 AUTHORIZED REPRESENTATIVE SANTA ANA, CA 92702 of Marsh USA Inc. Sharon A. Hammer d✓ � ACORD 25 (2010/05) © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD