Item 19 - Agreement with Empower Annuity Insurance Company for the Employee Deferred Compensation Plan

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City of Santa Ana_Master Services Agreement_5.23.23 8 provided, however, that if one party requests mediation and the other party rejects the proposal or refuses to participate, the requesting party may initiate litigation immediately upon such refusal. 11. TERM & TERMINATION 11.1. Term & Termination. This MSA shall be in effect commencing on the Effective Date set forth above and continuing for a term of three (3 ) years from October 1, 2023 through September 30, 2026, the “Term”). The City may, at its discretion, extend the agreement with the same or more limited scope of required services for one (1) additional two (2) year period, upon mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years. In the event this MSA should terminate or expire prior to the completion date designated in any Schedule, such Schedule shall terminate concurrently with the MSA. To the extent any Services are provided prior to the Effective Date , including without limitation, implementation and conversion services, or the receipt of payroll contributions, the Effective Date of this MSA is modified to the date that such contributions are determined to be in good order by Empower or its Affiliate and this MSA will be in effect for the limited purpose of accepting such contributions and holding them in trust. For all other Services, the Effective Date of the MSA shall be on TOA. 11.2. Termination for Convenience. This MSA or any Schedule attached hereto may be terminated by either party by delivering ninety (90) days advance written notice to the other party. The termination of this MSA shall also operate as a termination of all Schedules hereto. 11.3. Termination for Default. Either party may, upon written notice, terminate this MSA or any Schedule attached hereto if the other party materially breaches or is in default of any material obligation hereunder, which default is incapable of cure, or which being capable of cure, has not been cured within ninety (90) days after receipt of notice of such default from the non-defaulting party, or within such additional cure period as mutually agreed upon by the parties. 11.4. Transition Assistance Services. Upon termination for any reason, Empower will provide to Plan Sponsor the deconversion and transition assistance services set forth in the Recordkeeping Services Schedule, attached hereto. For the avoidance of doubt, this MSA will govern the transition assistance services provided. 12. MISCELLANEOUS 12.1. Affiliates & Agents. Plan Sponsor agrees that Empower may utilize the services of Affiliates, agents and suppliers selected by Empower. Empower’s use of any such party will not relieve Empower of its obligations under this MSA and Empower shall at all times remain liable for the performance of such Services. Plan Sponsor further agrees that the Empower Affiliate entering into each Schedule including the terms of the MSA incorporated therein by reference) is separately bound for its performance obligations contained therein and is not jointly bound with any other entity. 12.2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Neither party nor its personnel shall be considered employees of the other party for any purpose. None of the provisions of this MSA shall be construed to create an agency, partnership or joint venture relationship between the parties or the partners, officers, members or employees of the other party by virtue of either this MSA or actions taken pursuant to this MSA. The parties shall bear sole responsibility