Contract - Nationwide - 10/10/2019 ADMINISTRATIVE SERVICES AGREEMENT FOR THE GOVERNMENTAL 457(b)
DEFERRED COMPENSATION PLAN OF THE CITY OF ROUND ROCK,TEXAS
This Administrative Services Agreement("Agreement") is effective on the date written below by
and between Nationwide Retirement Solutions, Inc.,a Delaware corporation("Nationwide"),and the City
of Round Rock,Texas,the Plan Sponsor(hereinafter"Plan Sponsor").
WHEREAS,Plan Sponsor,pursuant to and in compliance with the Internal Revenue Code of 1986,
as amended (hereinafter referred to as the "Code"), established and sponsors a Section 457(b) Plan
(hereinafter the"Plan");and
WHEREAS, the Plan Sponsor desires to have Nationwide perform the non-discretionary
recordkeeping and administrative services for the Plan described in this Agreement(hereinafter referred to
as"Administrative Services");and
WHEREAS,Nationwide desires to provide such Administrative Services subject to the terms and
conditions set forth in this Agreement.
NOW THEREFORE,Nationwide and Plan Sponsor desire to enter into this Agreement and abide
by the terms therein.
1. DESIGNATION
Plan Sponsor designates Nationwide as Plan Sponsor's non-discretionary provider of
Administrative Services for the Plan in accordance with the terms of this Agreement.
2. APPOINTMENTS AND RESPONSIBILITIES
Plan Sponsor:
Plan Sponsor is responsible for maintaining the Plan and for maintaining the tax-qualified status of
the Plan. Plan Sponsor represents and warrants that the Plan has been properly adopted and
established in accordance with any applicable state or local laws or regulations governing the Plan
Sponsor's ability to sponsor the Plan. Plan Sponsor warrants that the 457(b)Plan was established,
and will be maintained by Plan Sponsor,in accordance with the provisions of Section 457(b)of the
Code. Plan Sponsor further acknowledges and agrees the Plan Sponsor is an eligible governmental
employer as defined by Section 457(ex 1 XA)of the Code.
Plan Sponsor hereby appoints Nationwide to act as the Plan Sponsor's provider of Administrative
Services for the Plan.Any duties or services not specifically described herein as being provided by
Nationwide are the responsibility of the Plan Sponsor,unless specifically delegated to Nationwide
in the Plan document.
Nationwide:
Nationwide will serve Plan Sponsor,in a non-fiduciary capacity,as the provider of Administrative
Services for the Plan Sponsor with respect to the Plan. Nationwide does not exercise any
discretionary control or authority over the Plan or the assets of the Plan, and this Agreement does
not require Nationwide to do so. Nationwide agrees to perform all Administrative Services for the
Plan Sponsor with respect to the Plan as described in this Agreement. This Agreement does not
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require, nor shall this Agreement be construed as requiring, Nationwide to provide investment,
legal,or tax advice to the Plan Sponsor or to the participants of the Plan.
3. TERM
The Agreement term shall remain in effect until terminated by one or both of the parties pursuant
to Section 8 of this Agreement.
4. COMPENSATION
A. As compensation for the Administrative Services provided by Nationwide pursuant to this
Agreement, Plan Sponsor and Nationwide agree that Nationwide shall be entitled to an
annualized compensation requirement of 0.25%(25 basis points)of the Plan's account value
held by Nationwide("Compensation Requirement")per year to be calculated and collected
as an explicit asset fee according to Nationwide's standard business practices. In calculating
the 25 basis points,the total Plan assets will include Plan balances held in the Self-Directed
Brokerage Account ("SDBA") and as outstanding participant loan balances. The explicit
asset management charge of 25 basis points will be taken against participant loans by
applying an additional finance charge to the loan interest rate.Nationwide shall commit up
to an aggregate total of$10,000.00 annually toward service commitment guarantees as set
forth in the attached Exhibit"A,"incorporated herein by reference.
B. The Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in
connection with the sale and servicing of investments allocated to participant Plan accounts
("Investment Option Payments"). As compensation for the services provided in this
Agreement, the parties agree that Nationwide and its affiliates are entitled to receive the
Investment Option Payments. In addition to the foregoing,the parties acknowledge and agree
that Nationwide may receive revenue associated with annuity contracts,revenue from mutual
fund providers,as well as fees associated with specific services or products. The Investment
Option Payments include mutual fund payments as described at www.nrsforu.com,and other
payments received from investment option providers. Nationwide agrees to credit all
Investment Option Payments to participant accounts on a quarterly basis. The Investment
Option Payments shall be credited to participant accounts on a pro-rata basis based on each
participant's total assets held in all Plan investment options that generate the Investment
Option Payments.
C. The Plan Sponsor acknowledges that it has received all information about compensation paid
to Nationwide as the Plan Sponsor has reasonably requested and has determined that the total
amount of compensation paid to Nationwide as described in this Section 4 is reasonable and
appropriate for the services provided.
D. To the extent offered under the Plan, in addition to the above described fees, Nationwide
shall also receive fees with respect to a participant's use of participant loan administration,
the Self-Directed Brokerage Account("SDBA"),and Nationwide's managed account service
("ProAccount")as follows:
1) Loans—If requested by the Plan Sponsor and permitted under the terms of the Plan,
Nationwide will assist the Plan Sponsor in processing participant loan requests
pursuant to participant loan administrative procedures approved by the Plan Sponsor
and Nationwide. All participant loan fees are governed by Nationwide's Plan Loan
Procedures document,a copy of which has been provided to the Plan Sponsor.
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2) Self-Directed Brokerage Account—The Plan offers an SDBA investment option for
qualifying participants in the Plan. Initial and annual administrative fees may be
charged as outlined in the separate fee agreement for the SDBA that will be provided
to each participant by Nationwide.
3) Managed account services(Nationwide ProAccount)—Managed account services are
offered by Nationwide Investment Advisors("NIA"), an affiliate of Nationwide,and
the Plan Sponsor must execute a separate agreement with NIA if the Plan Sponsor
wants to add ProAccount to the Plan. Only participants who choose to utilize
Nationwide's ProAccount managed account service are assessed fees. Such fees are
authorized in a separate ProAccount agreement between the participant and NIA,and are
assessed pursuant to the terms and conditions of such agreement.
Fees related to participant loans, the SDBA and Nationwide ProAccount are in addition to
the Compensation Requirement for Administrative Services as provided in this Agreement.
E. Plan Sponsor may request Nationwide and/or its affiliates to provide additional services not
described in this Agreement by making such a request in writing, which Nationwide may
decide to perform for compensation to be negotiated by the parties prior to the
commencement of the additional services.
5. INVESTMENT OPTIONS
Nationwide agrees to accept contributions to the Plan for investment in the investment options
selected for the Plan by the Plan Sponsor or other responsible plan fiduciary in its sole discretion
and agreed to by Nationwide.
Plan Sponsor agrees to accept the terms and conditions of the annuity contracts,mutual funds,and
any other investment products selected for the Plan after being provided with a copy of same.
6. ADMINISTRATION SERVICES
A. PLAN DOCUMENTS
1) Nationwide will provide the Plan Sponsor with an Adoption Agreement and Plan
Document which has been designed to comply with the requirements of Section 457(b)
of the Code. The Adoption Agreement and Plan Document will be prepared by
Nationwide at the direction of the Plan Sponsor and with the understanding that it will
be reviewed by the Plan Sponsor and the Plan Sponsor's tax and legal advisors prior
to execution. Nationwide does not provide tax or legal advice. Plan Sponsor agrees
to provide Nationwide with executed copies of the Adoption Agreement and any other
related Plan documentation as requested by Nationwide.
2) When directed by the Plan Sponsor, or at such other times as it may determine,
Nationwide will prepare and provide draft Plan amendments for review and approval
by the Plan Sponsor.Such Plan amendments may include changes required to keep the
Plan Document in compliance with the Code as the result of changes in federal law
that affect the Plan. The Plan Sponsor will remain responsible for the accuracy and
timely adoption of any Plan amendments. The Plan Sponsor is responsible for properly
executing and retaining such documents and agrees to provide Nationwide with
executed copies of same.
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3) Nationwide will prepare the Adoption Agreement for review by the Plan Sponsor
utilizing information and representations provided by the Plan Sponsor, which
information and representations may include Plan provisions found in the prior Plan
documents not prepared by Nationwide.
Plan Sponsor acknowledges that:
a) The accuracy and completeness of the information and representations in the
Adoption Agreement prepared by Nationwide, which determine the Plan's
provisions used by Nationwide to administer the Plan,are the sole responsibility
of the Plan Sponsor.
b) Nationwide does not review prior Plan documents to ensure that all required
amendments or restatements were properly and timely made, or that any of the
prior Plan provisions are in compliance with applicable laws and regulations.
The restatement of the Plan Sponsor's Plan onto a Nationwide specimen Plan
document does not retroactively correct any Plan documentary or operational
errors that may have occurred prior to the date Administrative Services are
provided by Nationwide.
B. PARTICIPANT ENROLLMENT AND COMMUNICATION/EDUCATION SERVICES
Nationwide agrees to establish an account for each Plan participant,beneficiary and alternate
payee (for purposes of this Agreement only, hereinafter referred to as "participants"). For
each such account,Nationwide will record and maintain the following information,provided
Nationwide is provided with same:
(a) name;
(b) Social Security number;
(c) mailing address;
(d) date of birth;
(e) current investment allocation direction;
(f) contributions allocated and invested;
(g) investment transfers;
(h) benefit payments;
(i) current account balance;
0) transaction history since funding under the Agreement;
(k) contributions since funding under the Agreement;
(1) e-mail address;
(m) beneficiary designation;
(n) benefit tax withholding information;and
(o) such other information as agreed upon by the Plan Sponsor and
Nationwide.
Nationwide will post and credit the amounts transmitted by the Plan Sponsor to the accounts
of Plan participants in accordance with the latest instructions from participants or the Plan
Sponsor(as applicable)on file with Nationwide,which instructions can include direction via
electronic sources such as the website or the interactive voice response system.
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Nationwide agrees to process the enrollment of employees eligible to participate in the Plan
as determined by the Plan Sponsor. Nationwide also agrees to conduct enrollment meetings
with Plan Sponsor's employees in such number and manner as determined by the parties.
The Plan Sponsor agrees to allow and facilitate the periodic distribution of materials to Plan
participants at the time and in the manner determined by the Plan Sponsor;provided however,
that all reasonable expenses associated with such distribution shall be paid by Nationwide.
The Plan Sponsor further agrees to allow and facilitate the periodic distribution to its
employees of materials prepared by Nationwide regarding products and services offered by
Nationwide, or its affiliates, which Nationwide reasonably believes would be beneficial to
such Plan participants.
C. PLAN CONTRIBUTIONS
Plan Sponsor agrees to send all Plan contributions to Nationwide on a timely basis that is in
compliance with all applicable legal requirements. Nationwide agrees to post funds received
as contributions to the Plan in accordance with the separate funding agreements between Plan
Sponsor and Nationwide or any of its affiliates when received from the Plan Sponsor in good
order by Nationwide. The term"in good order,"as used in this Agreement,means the receipt
of required information by Nationwide, in a form deemed reasonably acceptable to
Nationwide, with respect to the processing of a request or the completion of a task by
Nationwide that reasonably requires information from a third-party. More specifically,Plan
contributions and contribution allocation information must meet all of the following
requirements in order to be deemed to be in good order:
1) All records must include the correct and complete participant name, Social Security
number,and the amount to be credited to the participant's account(s);
2) The source of funds must be identified (e.g., 457(b) salary reduction, employer
contribution);
3) The Plan name and Plan number must be clearly identified;
4) Both the participant allocation detail and the total contribution amount must be
received, and these two totals must match each other;and
5) All participants making or receiving a contribution must have an active account in the
Plan.
Funds may be sent by wire transfer, through an automated clearinghouse or by check in
accordance with written instructions provided by Nationwide. Failure to follow the written
instructions provided by Nationwide may result in delay of posting to participant accounts.
All contribution allocation information with respect to participant accounts will be provided
to Nationwide in a mutually agreed upon format.
If Nationwide makes a determination that the contribution or allocation detail is not in good
order,Nationwide shall notify the Plan Sponsor of such determination upon discovery. After
such notification, the parties will continue to try to resolve the not in good order status, but
if resolution is not achieved, Nationwide shall return the funds to the Plan Sponsor within
thirty(30)Business Days. Nationwide will not be liable for any delay in posting if the Plan
Sponsor fails to send the funds representing contribution amounts or contribution allocation
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information in accordance with Nationwide's instructions to the central processing site
designated by Nationwide, or for any delay in posting that results from the receipt of funds
and/or contribution allocation that Nationwide determines to be not in good order.
As used in this Agreement, the term "Business Day" means each Monday through Friday
during the hours the New York Stock Exchange is open for business. No transactions can be
completed on any Business Day after such time as the New York Stock Exchange closes.
The Plan Sponsor shall,upon request,timely provide all information required by Nationwide
to perform its services to the Plan as described in this Agreement.The Plan Sponsor shall be
responsible for ensuring that the provided information is accurate and complete.Nationwide
shall be entitled to rely exclusively on the information provided by the Plan Sponsor or the
Plan Sponsor's advisors, whether oral or in writing, and will have no responsibility to
independently verify the accuracy of that information. The Plan Sponsor acknowledges that
inaccurate and/or late information could result in tax penalties and/or participant/beneficiary
legal claims. Nationwide assumes no responsibility for, and shall not have any liability for,
any consequences that result from Nationwide's inability to complete its work in the ordinary
course of its business due to the failure of the Plan Sponsor to provide accurate and timely
information to Nationwide.
The Plan Sponsor is responsible for providing updated information regarding Plan
participants requested by Nationwide that the Plan Sponsor and Nationwide mutually agree
is necessary for Nationwide to perform the Administrative Services to the Plan Sponsor under
this Agreement.
Plan Sponsor agrees to be responsible for all maximum deferral limit testing.
D. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS
1) Nationwide will provide a secure Internet site that complies with applicable data
protection and privacy laws. Using this site, participants may: (i)obtain information
regarding their accounts, and(ii) conduct certain routine transactions with respect to
their accounts. The Plan Sponsor authorizes Nationwide to honor instructions
regarding such transactions that may be submitted by a participant using the secure
Internet site. Nationwide shall implement reasonable physical and technical
safeguards to protect personal information made available on its Internet site. Such
safeguards shall be no less rigorous than generally accepted industry practices.
2) Participants will have the unlimited ability to increase(within the limitations of Section
457(b)of the Code)or decrease contributions to the Plan. All requests to increase or
decrease contribution amounts will be processed by Nationwide within five (5)
Business Days of receipt of the request,but cannot be effective until the later of(1)the
first of the calendar month following the month in which the contribution change was
requested, and (2) the date the contribution change can be processed by the Plan
Sponsor given Plan Sponsor's payroll processing schedule.
3) Participants will have the ability to exchange existing account balances, in full or in
part, and to redirect future contributions from one investment option offered by the
Plan to another on any Business Day,subject to Nationwide policies and any applicable
restrictions or penalties applied by the investment options.
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4) Participants will receive consolidated quarterly statements detailing their account
activity and account balances for the Plan. Participants shall be informed that they
must notify Nationwide of any errors within forty-five (45) days of receipt of their
statements or confirmation of their investments. Nationwide will not be liable for any
errors not reported within this time frame.
5) Nationwide agrees to deliver account statements (by U.S. mail or electronically) to
participants within thirty(30)calendar days after the end of each calendar quarter. This
timeframe is contingent upon Nationwide receiving fund returns from the mutual fund
providers within four(4)Business Days after the end of each quarter.
6) Nationwide agrees to provide reports to the Plan Sponsor within thirty (30) days
following the end of each calendar year quarterly reporting period(March 31,June 30,
September 30,and December 31)summarizing the following:
a) All participant activity that transpired during the reporting period;
b) Total contributions allocated to each investment or insurance option under the
Plan;and
c) Total withdrawals by participant. This report shall include the amount,type and
date of withdrawal.
7) Nationwide agrees to maintain,for a reasonable amount of time,the records necessary
to produce any required reports. Plan Sponsor agrees that all related paper and
electronic records shall remain the property of Nationwide.
E. DISTRIBUTIONS
1) Nationwide shall make all distributions as directed by a Plan participant or the Plan
Sponsor,in accordance with the plan document.All distributions will be made pro-rata
from each of the participant's investment options and money sources unless directed
otherwise by the participant. Participants are responsible for selecting a form of
payment from those available under the terms of the Plan and making all other elections
regarding available distribution options,such as rollover elections.
2) Nationwide shall furnish each participant, who has received a benefit payment, tax
reporting forms in the manner and time prescribed by federal and state law. Plan
Sponsor shall be responsible for all tax reporting requirements for periods prior to the
effective date of this Agreement,or after the termination date of this Agreement,unless
otherwise agreed to in writing by the parties to this Agreement.
3) To the extent required by federal and state law,Nationwide will calculate and withhold
from each benefit payment federal and state income taxes. Nationwide will report such
withholding to the federal and state governments as required by applicable law. Plan
Sponsor shall be responsible for all tax reporting requirements for periods prior to the
effective date of this Agreement,or after the termination date of this Agreement,unless
otherwise agreed to in writing by the parties to this Agreement.
4) Nationwide will provide notice and a distribution form to each participant attaining age
70'/2 or older in the current calendar year. The notice will inform the participant that
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required minimum distributions must begin no later than the April 1 of the calendar
year following the later of attainment of age 701/2or retirement. All required minimum
distributions will be made in accordance with the plan document.
5) Nationwide shall administer participant and beneficiary unclaimed property funds,
including but not limited to uncashed distribution checks and death claims, in
accordance with Nationwide's standard unclaimed property procedures.
F. QUALIFIED DOMESTIC RELATIONS ORDERS(QDROS)
If the Plan accepts Qualified Domestic Relations Orders (hereinafter"QDROs"), the Plan
Sponsor directs Nationwide to process QDROs in accordance with Nationwide's standard
QDRO procedures, and the Plan Sponsor hereby approves the use of such standard QDRO
procedures.
G. UNFORESEEABLE EMERGENCY WITHDRAWALS
If the Plan offers unforeseeable emergency withdrawals, the Plan Sponsor instructs
Nationwide to process all unforeseeable emergency withdrawal requests received in good
order, and in a manner satisfactory to Nationwide. Withdrawals will only be permitted due
to an unforeseeable emergency resulting in a severe financial hardship to the participant or
beneficiary that cannot be alleviated by any other means available to the participant, in
accordance with Nationwide's standard unforeseeable emergency procedures. Plan Sponsor
hereby approves the use of such standard unforeseeable emergency procedures to make these
determinations.
7. PARTICIPANT SERVICES
A. WEBSITE
Nationwide will create and maintain a website for and on behalf of the Plan Sponsor for the
use of its participants. Participants may access the website via the internet at
www.nrsforLi.com to review and make changes to their accounts. The website is the
exclusive property of Nationwide.
The website is available twenty-four(24)hours a day,except for routine maintenance of
the system.
B. INTERACTIVE VOICE RESPONSE SYSTEM
Nationwide will provide an interactive voice response (IVR) toll free telephone number,
which shall be operative twenty-four(24)hours per day,seven(7)days per week,except for
routine maintenance of the system.
Participants shall be able to conduct routine plan transactions and obtain account balance
information through the IVR.
The Plan Sponsor authorizes Nationwide to honor participant instructions, which may be
submitted using the toll-free number,either through the IVR or a live representative.
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C. CUSTOMER SERVICE
Nationwide's customer service representatives will be available toll-free to answer
participant questions and process applicable transactions between the hours of 8:00 a.m.and
11:00 p.m. Eastern Time each Monday through Friday, and between the hours of 9:00 a.m.
and 6:00 p.m.Eastern Time each Saturday,with the exception of certain holidays as dictated
by the New York Stock Exchange holiday trading schedule.
TERMINATION
Either the Plan Sponsor or Nationwide may terminate this Agreement for any reason upon
providing one-hundred and twenty(120)days written notice to the other party. Provision of such
written notice of termination by Plan Sponsor to Nationwide does not relieve the Plan Sponsor of
any termination requirements that may be associated with specific investment options,nor does it
relieve Plan Sponsor of any termination requirements associated with those investment options.
Plan Sponsor further acknowledges and agrees that the Plan is responsible for any investment
product liquidation fees,if applicable,and that neither Nationwide nor any of its affiliates assumes
liability for any such fees.
Upon the effective date of termination of this Agreement the following shall occur:
A. Nationwide will no longer accept contributions to the Plan except by mutual agreement of
the parties.
B. Nationwide will:
1) Provide Plan Sponsor, or such other entity as the Plan Sponsor may designate in
writing,with a copy of all participant records in an electronic format as mutually agreed
upon between Nationwide and Plan Sponsor,within sixty(60)days after the effective
date of the termination.
2) Transfer any periodic distribution amounts and schedules,continuing loan repayments,
or other ongoing participant transactional activity to the Plan Sponsor, or such other
entity as the Plan Sponsor may designate in writing,in accordance with the time frame
described above for the delivery of participant records.
3) Transfer all Plan assets under its control to the Plan Sponsor or to such other entity as
the Plan Sponsor may designate in writing. Nationwide agrees to provide a final
accounting of all Plan assets for which Nationwide provides recordkeeping.
If the Plan is not funded within one-hundred and eighty (180) days of the date this Agreement
signed by the parties, Nationwide reserves the right to terminate the Agreement by providing
written notice of the termination to Plan Sponsor.
8. DEFAULT
In the event either party fails to perform any or all of its obligations as defined in this Agreement,
the non-defaulting party shall give the defaulting party written notice,specifying the particulars of
the default. If such default is not cured within sixty (60) days from the date in which notice of
default is given,the non-defaulting party may terminate the Agreement in accordance with Section
8 of this Agreement.
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9. ASSIGNABILITY
No party to this Agreement shall assign the same without the express written consent of the other
party, which consent shall not be unreasonably withheld. This provision shall not restrict
Nationwide's right to delegate certain services to an agent, including any affiliate,without having
to obtain written consent of Plan Sponsor first.Unless agreed to by the parties,no such assignment
shall relieve any party to this Agreement of any duties or responsibilities herein.
10. CONFIDENTIALITY
Nationwide agrees to maintain all information obtained from or related to all Plan participants as
confidential. The Plan Sponsor and Nationwide agree that Nationwide, its officers, employees,
brokers,registered representatives,affiliates,vendors and professional advisors(such as attorneys,
accountants and actuaries)may use and disclose Plan and participant information only to enable or
assist it in the performance of its duties hereunder and with other Plan-related activities, and the
Plan Sponsor expressly authorizes Nationwide to disclose Plan and participant information to its
agents and/or broker of record on file with Nationwide. Notwithstanding anything to the contrary
contained herein, it is expressly understood that Nationwide retains the right to use any and all
information in its possession in connection with its defense and/or prosecution of any litigation
which may arise in connection with this Agreement,the investment arrangement funding the Plan,
or the Plan;provided,however,in no event will Nationwide release any information to any person
or entity except as permitted by applicable law.
This Section 11 will survive the termination for any reason of this Agreement.
11. CIRCUMSTANCES EXCUSING PERFORMANCE
Neither party to this Agreement shall be in default by reason of failure to perform in accordance
with its terms if such failure arises out of causes beyond their reasonable control and without fault
or negligence on their part. Such causes may include,but are not limited to,Acts of God or public
enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics,
quarantine or restrictions,freight embargoes,and unusually severe weather.
Neither party shall be responsible for performing all or any portion of the services contemplated by
this Agreement that are precluded by the foregoing events for such period of time as the Plan
Sponsor or Nationwide are prevented from performing such services in the normal course of
business.Neither Nationwide nor the Plan Sponsor shall be liable for lost profits, losses, damage
or injury, including without limitation,special or consequential damages, resulting in whole or in
part from the foregoing events.
"Acts of God" are defined as acts, events, happenings or occurrences due exclusively to natural
causes and inevitable accident or disaster,exclusive from all human intervention.
12. INDEMNIFICATION
Nationwide agrees to indemnify,defend and hold harmless the Plan Sponsor,its officers,directors,
agents, and employees from and against any loss, damage or liability assessed against the Plan
Sponsor or incurred by the Plan Sponsor arising out of or in connection with any claim, action,or
suit brought or asserted against the Plan Sponsor alleging or involving Nationwide's non-
performance of the provisions of this Agreement under Nationwide's exclusive control, or
negligence or willful misconduct in the performance of its services, duties and obligations under
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this Agreement. In addition, Nationwide represents, warrants and covenants that the
indemnification in this paragraph is enforceable under applicable law and that Nationwide will not
assert a position contrary to such representation in any judicial or administrative proceeding.
The Plan Sponsor agrees to indemnify,defend and hold harmless Nationwide,its officers,directors,
agents,and employees from and against any loss,damage or liability assessed against Nationwide
or incurred by Nationwide arising out of or in connection with any claim,action,or suit brought or
asserted against Nationwide alleging or involving the Plan Sponsor's non-performance of the
provisions of this Agreement under the Plan Sponsor's exclusive control, or negligence or willful
misconduct in the performance of its duties and obligations under this Agreement.In addition,the
Plan Sponsor represents, warrants and covenants that the indemnification in this paragraph is
enforceable under applicable law and that Plan Sponsor will not assert a position contrary to such
representation in any judicial or administrative proceeding.
13. PARTIES BOUND
This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of
the successors and assigns of Nationwide and the Plan Sponsor.The Plan and Plan participants are
not parties to this Agreement, and Nationwide has no contractual obligations to the Plan or Plan
participants. This Agreement shall be enforceable only by the parties, not by Plan participants or
other third parties,and is intended to create no third-party beneficiaries.
14. PRIVITY OF CONTRACT
Plan Sponsor acknowledges and agrees that Nationwide and Plan participants shall have no privity
of contract with each other.
15. APPLICABLE LAW AND VENUE
The laws of the state in which the Plan Sponsor is located shall govern the rights and obligations
of the parties under this Agreement without regard to choice of law principles.
16. MODIFICATION
This writing is intended both as the final expression of the Agreement between the parties and as a
complete statement of the terms of the Agreement. Notwithstanding anything contained herein to
the contrary, this Agreement may be amended from time to time and as mutually agreed upon by
the parties. Except as otherwise provided herein, no modification of this Agreement shall be
effective unless and until such modification is evidenced by a writing signed by both parties.
Notwithstanding the above, if Nationwide determines that an amendment to this Agreement is
necessary that affects more than one plan sponsor and this change is communicated in writing to
all affected plan sponsors, Nationwide reserves the right to implement the amendment on a
prospective basis for any Plan whose plan sponsor fails to respond to the request for written
approval of the amendment in a timely fashion.Plan Sponsor hereby approves all such amendments
unless a proper and timely response is made to Nationwide in regard to any Agreement modification
communicated to Plan Sponsor.
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17. NO WAIVER
The failure of either party to enforce any provision of this Agreement shall not be construed as a
waiver of that provision or of any other provision in this Agreement and either party may, at any
time, enforce the provision previously unenforced, unless a modification to this Agreement has
been executed that affects the provision previously unenforced.
18. SEVERABILITY
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction where
performance is required shall be ineffective to the extent such provision is prohibited or
unenforceable without invalidating the remaining provisions, and any such prohibition or
unenforceable provision in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
19. AUTHORIZED PERSONS
The Plan Sponsor will furnish a list to Nationwide (and from time to time whenever there are
changes therein)of the individuals authorized to transmit instruction to Nationwide concerning the
Plan and/or assets in the account,and written direction regarding the form of such instructions.
20. COMPLIANCE WITH LAWS
Both the Plan Sponsor and Nationwide agree to comply, in their respective roles under this
Agreement, in all material respects with all applicable federal laws and regulations as they affect
the Plan and the administration thereof. Nothing contained herein shall be construed to prohibit
either party from performing any act or not performing any act as either may be required by statute,
court decision,or other authority having jurisdiction thereof.
As required by Chapter 2270,Texas Government Code,Nationwide hereby verifies that it does not
boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this
verification, "boycott Israel"means refusing to deal with,terminating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations specifically with Israel,or with a person or entity doing business in Israel or
in an Israeli-controlled territory, but does not include an action made for ordinary business
purposes.
21. SURVIVAL OF REPRESENTATIONS.WARRANTIES AND INDEMNITY
Notwithstanding anything to the contrary,any representations and warranties contained herein shall
survive termination of this Agreement for the full period of any applicable statute of limitations
that may apply to this Agreement. Further,the party making any representation or warranty shall
notify the other party in writing within five(5)business days of any representation or warranty that
is no longer valid. Notwithstanding anything to the contrary,any indemnity provisions contained
herein shall survive the termination of this Agreement for the full period of any applicable statute
of limitations that may apply to this Agreement.
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22. ATTORNEYS' FEES
Each party agrees that in the event of a claim, arbitration, or lawsuit filed by a party to this
Agreement,each party shall be responsible for its own attorneys' fees and/or any costs or expenses
related to the bringing or defense of any such claim,arbitration,or lawsuit.
23. HEADINGS
The headings of articles,paragraphs,and sections in this Agreement are included for convenience
only and shall not be considered by either party in construing the meaning of this Agreement.
24. NOTICES
All notices and demands to be given under this Agreement by one party to another shall be given
by certified or United States mail,addressed to the party to be notified or upon whom a demand is
being made, at the addresses set forth in this Agreement or such other place as either party may,
from time to time,designate in writing to the other party. Notice shall be deemed received on the
earlier of three(3)days from the date of mailing,or the day the notice is actually received by the
party to whom the notice was sent.
If to Nationwide: Nationwide Retirement Solutions,Inc.
10 W.Nationwide Blvd.,05-04-101A
Columbus,Ohio 43215
If to Plan Sponsor:
City Manager
221 East Main Street
Round Rock,Texas 78664
AND TO:
Stephan L. Sheets,City Attorney
309 East Main Street
Round Rock,Texas 78664
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the
day of QC- c kpwtC ,2019.
The Plan Sponsor represents and warrants they are an employer eligible to adopt a governmental plan as
defined by Section 457(e)(1)(A)of the Internal Revenue Code of 1986,as amended(check one below):
_ (A)State of Texas
_/ (B)political subdivision of the State of Texas
Agency of(A)or(B):
Instrumentality of(A)or(B):
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Nationwide Retirement Solutions, Inc. The City of Round Rock, Texas
Plan Sponsor
By: n By:
Nam Name:
Title: Title: oR
Date: ��i i 0, Date: 9
For City,Attest:
1
W\S"4A44 SPI AY-ISS b6POT q CATYC.IGVLA4�
14-
Exhibit A: Service Commitment Guarantees
Nationwide is willing to commit $10,000 annually towards service commitment guarantees for the City of
Round Rock, Texas. The dollar amounts at risk listed below:
Benchmark
Phone
Participant services response time 80%within 20 seconds $150/quarterly maximum
Statements
Participant statement mail time Within 30 business days of the end of the
p re ortin eriod $150/quarterly maximum
Plan statement mail time Sponsor Within 30 business days of the end o
p reporting $150/quarterly maximum
Participant online statement posting Within 15 business days of the end of the $150/quarterly maximum
re ortin eriod
Plan Sponsor online statement posting Within 30 business days of the end o $150/quarterly maximum
reportin
Administration
Processing Payroll Contributions Same business day processing, if the
wire plus details are received in good $4,000 annual maximum
order and submitted via the file transfer ($1,000 quarterly
process with Munis, the plan's payroll maximum)
provider, before the close of the NY
Stock Exchange
Withdrawals processed Within five business days of receipt in $150/quarterly maximum if
good order less than 99%
Emergency withdrawals processed Within five business days of receipt in $150/quarterly maximum if
good order less than 99%
Rollovers/transfers out Within five business days of receipt $150/quarterly maximum if
in good order less than 99%
Loan processing Within five business days of receipt in $150/quarterly maximum if
good order less than 99%
Participant Services
Number of on-site individual meetings 12 service days per year $1,000/annually
Number of on-site group meetings 1 per quarter $1,000/annually
Plan Sponsor Services
Quarterly Gauging Success RepoWithin 30 business days of the end of the $50/quarterly maximum
Delivery reporting eriod
'Electronic communication from Nationwide local service team to the City of Round Rock, Texas may be delivered via
secure/encrypted email.
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