CM-12-11-243Item Caption:
City Manager Approval Form
Execution of "Administrative Services Agreement" with Nationwide Retirement Solutions, Inc. to
continue administration of Deferred Compensation (457) Plan.
Approval Date:
Department Name: Human Resources Department
Project Manager:
Assigned Attorney:
Valerie LaCour Francois, Human Resources & Civil Service Director
Item Summary:
To continue our 457 Deferred Compensation Retirement Plan with Nationwide Retirement Solutions, Inc.
No. of Originals Submitted:
Project Name:
Cost:
Source of Funds:
2-.
$0.00 (EE Paid)
Select Source Fund
Source of Funds (if applicable): Select Source Fund
Account Number:
Finance Director Approval:
Department Director Approval: Valerie LaCour Franco!
obug
Date:
Date: 11.02.2012
"Electronic signature by the Director is acceptable. Please only submit ONE approval form per item.
CIP n n Budget
N/A OK
❑ ❑
N/A OK
Purchasing
❑ ❑
N/A OK
Accounting
N/A OK
ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is effective on the date written below by
and between Nationwide Retirement Solutions, Inc., a Delaware corporation (hereinafter "Nationwide"),
and "hAt. Cavi frf C-44wtcL K4C,k , the Plan Sponsor ("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
(hereinafter the "Plan');
WHEREAS, the Plan Sponsor desires to have Nationwide perform the non -discretionary
recordkeeping and administrative services 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.
1. DESIGNATION
Plan Sponsor designates Nationwide as Plan Sponsor's nondiscretionary provider of
Administrative Services for the PIan 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 Plan was
established, and will be maintained by Sponsor, in accordance with the provisions of Section 457
of the Code. Plan Sponsor further acknowledges and agrees the Plan Sponsor is an eligible
employer as defined by Section 457 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.
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 will 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 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.
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3. TERM
This Agreement shall remain in effect until terminated by one or both of the parties pursuant to
Section 7 of this Agreement.
4. COMPENSATION
Nationwide shall be entitled to compensation for performance of the Administrative Services for
the Plan under this Agreement. Unless otherwise permitted under this Agreement, such
compensation shall be in the form of payments made by Nationwide's affiliates including
Nationwide Life Insurance Company (NLIC) under their separate arrangements.
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 Investor nt Option Payments. In
-addition tb`the €ii egging, the parties acknowledgeis itg?ee that Nation vitle.& its affiliates may
receive revenue associated with annuity contracts offered by NLIC, as well as fees associated
with specific services or products.
Employer 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. ADMINISTRATION SERVICES
A. 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:
(a) name;
(b) Social Security number and/or identifying account number;
(c) mailing address;
(d) date of birth;
(e) current investment allocation direction;
(f) contributions allocated and invested;
(g) - investnithnt transfers;- t
(h) benefit payments;
(i) current account balance;
(j) transaction history since funding under the Agreement;
(k) contributions since funding under the Agreement;
(1) e-mail address (optional);
(m) benefit tax withholding information; and
(n) 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 written instructions from participants or the PIan
Sponsor (as applicable) on file with Nationwide.
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Nationwide agrees to process the enrollment of employees eligible to participate in the Plan as
determined by the Plan Sponsor. 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 ail 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.
B. PLAN CONTRIBUTIONS
Nationwide agrees to post funds received as contributions in accordance with that separate
agreement between Plan Sponsor and NLIC when received 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 (in Nationwide's sole
discretion), with respect to the processing of a request or the completion of a task by Nationwide
that reasonably .requires. . information :.from. a,,third-party.: For transactipns•,that are not in good
order, Nationwide shall return the funds to the Plan Sponsor within five (5) `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 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 that the
New York Stock Exchange is open for business.
The Plan Sponsor agrees to:
Transmit Plan contributions to Nationwide.
2. Provide to Nationwide, in a mutually agreed upon electronic, paper, or magnetic media,
contribution allocation information with respect to participant accounts to include not less
than the following:
Name of participant
• Social security number of participant and/or identifying account number
▪ Amount to be credited, to participant's account(s)
Funds may be sent by wire transfer,.thr;ough an,autor>aated 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.
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.
C. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS
1. Nationwide will provide a secure Internet site. Using this site, participants may: (i)
obtain such information regarding their accounts and (ii) conduct transactions with
respect to their accounts. The Plan Sponsor authorizes Nationwide to honor instructions
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regarding such transactions that may be submitted by a participant using the secure
Internet site. Nationwide will operate its Internet site in accordance with reasonable
provisions to ensure the security of such service.
2. 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 restrictions required
by the investment options.
3. Participants will receive quarterly statements detailing their account activity for the Plan.
4. 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 index fund returns from the mutual
fund providers within four (d) Business Days after the end of each quarter.
D.. '.DIS,TRBBUTIONS ,,• ,•
1. Nationwide shall make all distributions as permitted by the Plan. Participants are
responsible for selecting a form of payment from those available under the terms of the
Plan and making all other determinations regarding available distributions options, e.g.,
rollover to an individual retirement annuity or another eligible retirement plan, etc.
2. Nationwide shall furnish each participant who has received a benefit payment tax
reporting forms in the mariner and time prescribed by federal and state law.
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.
6. 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 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.
7. 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. Unless agreed
to by the parties, no such assignment shall relieve any party to this Agreement of any duties or
responsibilities herein.
S. CONFIDENTIALITY
Nationwide agrees to maintain all information obtained from or related to ail 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 PIan-related
activities, and the Plan Sponsor expressly authorizes Nationwide to disclose Plan and participant
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information to its agents and/or broker of record on file with Nationwide. Plan and participant
information may also be used or disclosed by Nationwide to other third parties pursuant to a
written authorization signed by the Plan Sponsor. 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 8 will survive the termination for any reason of this Agreement.
9. 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 contractdail capacity, fires, floods,
epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather.
Neither party shall be responsible for performing all of that portion of services precluded by the
foregoing events for such period of time as the Plan Sponsor or Nationwide are precluded 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.
10. 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
this Agreement.
11. 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.
12. 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.
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13. 1VIODIFICATION
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.
14. 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.
15. 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
unenforceable provision in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
16. COMPLIANCE WITH LAWS
Both the P]an 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.
17. PRIVITY OF CONTRACT
Plan Sponsor acknowledges and agrees that Nationwide and Plan participants shall have no
privity of contract with each other.
18. HEADINGS
DINGS
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.
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IN t n above. WHEREOF, the parties hereto have execute this Agreement effective on the date first
Nationwide Retirement Solutions, Inc.:
Name:
Title:
Plan Sponsor
(name of en ity)
ou[
. Title:
Effective Date: 4 by
b°l //6 2
ACKNOWLEDGEMENT
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this the 9thth day of the month of
November, 2012, by Steve Norwood, City Manager, CITY OF ROUND ROCK, Texas in the capacity
and for the purposes and consideration therein expressed.
PREPARED IN THE OFFICE OF:
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, TX 78664
AFTER RECORDING RETURN TO:
City of Round Rock
City Administration, 3rd Floor
221 East Main Street
Round Rock, TX 78664
Notary Publi
Printed Name:
My Commission Expires:41