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City of Santa Ana_Master Services Agreement_5.23.23 3 <br />This Restated Master Services Agreement is dated October 1, 2023, or such earlier or later date as modified <br />under Section 11.1 herein, (“Effective Date”) and sets forth the general terms and conditions under which <br />Empower Annuity Insurance Company (fka Prudential Retirement Insurance and Annuity Company) will <br />provide Services to the undersigned Plan Sponsor with respect to the employee benefit plan(s) sponsored <br />by Plan Sponsor, as identified in the attached Schedules (the “Plan” or “Plans”). This MSA amends and <br />restates the Administrative Services Agreement effective October 1, 2018 between the parties in its entirety. <br />1. DEFINITIONS <br />Affiliate” means a corporate entity that directly or indirectly is controlled by or is under common control <br />with a party, including any entity that conforms to this definition after the effective date of this MSA. <br />Agreement” includes this Master and any Exhibits, Schedules, notices and other documents attached, <br />incorporated or referenced herein. <br />Business Day” means any day, and only for as many hours as, the New York Stock Exchange is open. <br />Code” means the Internal Revenue Code of 1986, as amended from time to time. <br />Data” has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. <br />Data Protection Laws" has the meaning set forth in the Data Security & Privacy Addendum, attached as <br />Exhibit 1. <br />Direction” and “Direct” and their similar terms shall mean the instruction, authorization, or direction given <br />to Empower by the Plan Sponsor, another fiduciary of the Plan, or a person that Empower reasonably <br />believes to be authorized to act on behalf of the Plan Sponsor or another fiduciary. Plan Sponsor directs <br />Empower to process certain Plan transactions based solely on Participant instruction under the terms of <br />this MSA. <br />ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. <br />Empower” refers to Empower Annuity Insurance Company and its Affiliates with respect to products and <br />Services offered in the retirement markets, including but not limited to recordkeeping and other financial <br />services. <br />Information Security Breach” has the meaning set forth in the Data Security & Privacy Addendum, <br />attached as Exhibit 1. <br />Investment Options” means those investment options made available under the Plan based on Plan <br />Sponsor or another Plan investment fiduciary designated by the Plan Sponsor (other than Empower or one <br />of its Affiliates). <br />MSA” means this Master Services Agreement. <br />Participant” shall mean an employee, former employee, participant, former participant, member, <br />beneficiary or alternate payee who is or may be entitled to participate in or receive benefits under the Plan. <br />Personal Data” has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit <br />1.