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 4 Plan Administrator” means a designated employee or committee, or a third party retained by Plan Sponsor or named in the Plan (other than Empower or one of its Affiliates), to be the “plan administrator” and “named fiduciary” as defined by applicable law. Plan Data” has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. Plan Sponsor” means the Plan Sponsor identified above, the Plan Administrator, named fiduciaries, and other delegates of the Plan Sponsor (other than Empower or one of its Affiliates) as dictated by the context. Services” means the services provided by Empower or an Empower Affiliate, as applicable, acting as a service provider Directed by the Plan Sponsor to perform such Services under an applicable Schedule. Empower shall provide the Services in a non-fiduciary capacity (except where Empower acknowledges its fiduciary status in writing). The provision of Services shall be governed by the terms and conditions set forth in this MSA, by applicable law and regulations and any additional terms and conditions contained in the applicable Schedule. 2. SCOPE OF THE AGREEMENT This MSA sets forth the terms and conditions pursuant to which Plan Sponsor may receive Services from Empower or an Empower Affiliate, as the case may be, pursuant to a separate Services Schedule attached hereto. These terms and conditions will be deemed to be incorporated by reference into each and every Schedule entered into between the parties. Each Schedule will be a separate agreement between Plan Sponsor and the Empower Affiliate that enters into the Schedule. All references to “Empower” in this MSA will be deemed references to Empower or the Empower Affiliate, as the case may be, that entered into the Schedule. 3. FEES/CHARGES 3.1 Fees / Charges. Plan Sponsor agrees to pay Empower for the Services in accordance with the terms of each Schedule or attachment hereto. Unless otherwise Directed by the Plan Sponsor, the Plan Sponsor hereby Directs Empower to deduct applicable Plan expenses from the Plan and/or Participant accounts, as applicable. 4. CONFIDENTIALITY 4.1 Confidential Information. In order to perform the Services, both parties may have access to certain information of the other party, including, without limitation, trade secrets, commercial and competitively sensitive information of the party related to business methods or practices , and proprietary information, software or websites of a party (“Confidential Information”). For the purpose of clarity, any software or website owned, licensed, or made available by Empower (“Empower Software”) is Confidential Information of Empower. The parties mutually agree to hold all Confidential Information of the other party in confidence and not to disclose any Confidential Information of the other party to anyone except the parties’ Affiliates, suppliers, and respective personnel in connection with the performance or receipt of Services hereunder, or as otherwise directed or approved by the other party or its agents. Confidential Information does not include: information that is otherwise in the public domain through no action of the non-disclosing party; information that is acquired by a party from a person other than the other party or its