HomeMy WebLinkAboutGREAT WEST LIFE-401 (A) PLANA- 2015 -041
Great -West Life & Annuity Insurance Company
AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES
§401(a) Plan
Group No. 98280 -# 3
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 1
A- 2015 -041
Important Note: Services Agreements and all other contractual documents must be duly executed by both parties prior
to the contract effective date. Backdating of contracts or funding agreements is in violation of our corporate
governance and regulatory requirements. Plan assets cannot be accepted prior to the date all documents are fully
executed, even if that requires the effective date to be postponed. There are no exceptions to the rule that the effective
date must follow the date all documents are executed.
TABLE OF CONTENTS
I. Definitions .......................................................................................................................................................
............................... 5
II. Basic Recordkeeping Services .......................................................................................................................
..............................6
A.
Participant Account Establishment .......................................................................................................
..............................6
B.
Participant Account Information ..........................................................................................................
............................... 6
C.
Investment Options ..............................................................................................................................
..............................6
D.
Valuation of Participant Account Balances ...........................................................................................
..............................7
E.
Contributions, Transfers and Limitations ..............................................................................................
..............................7
F.
Automated Voice Response System ...................................................................................................
............................... 7
G.
Participant Website .............................................................................................................................
............................... 7
H.
Client Service ......................................................................................................................................
............................... 8
I.
Plan Sponsor Access to Recordkeeping System .................................................................................
..............................8
J.
Reporting ..............................................................................................................................................
..............................8
K.
Regulatory Updates ..............................................................................................................................
..............................9
L.
Benefits, Tax Withholding and Reporting .............................................................................................
..............................9
M.
Qualified Domestic Relations Orders ..................................................................................................
............................... 9
N.
Plan Document Services .....................................................................................................................
.............................10
0.
Rollovers from Other Eligible Retirement Plans ..................................................................................
.............................10
P.
Code Section 402(f) Notice .................................................................................................................
.............................10
Q.
Monitoring the Deferral Limits .............................................................................................................
.............................10
III. Enhanced
Signatureless Recordkeeping Services .......................................................................................
.............................10
A.
General Requirements ........................................................................................................................
.............................10
B.
Deferral Reoordkeeping ......................................................................................................................
.............................10
C.
Beneficiary Recordkeeping .................................................................................................................
.............................10
D.
Beneficiary Confirmation for Death Benefit Claims .............................................................................
.............................11
E.
Online Enrollment ................................................................................................................................
.............................11
F.
Loans ...................................................................................................................................................
.............................11
G.
In- Service Distributions at Age 59 % ...................................................................................................
.............................11
H.
Required Minimum Distributions at Age 70 % z .....................................................................................
.............................12
IV. Communication
Services ..............................................................................................................................
.............................12
A.
Special Representations .....................................................................................................................
.............................12
B.
Communication Materials ....................................................................................................................
.............................12
C.
Group Presentations ...........................................................................................................................
.............................12
D.
Individual Counseling Sessions ...........................................................................................................
.............................13
E.
Plan Sponsor Committee Meetings .....................................................................................................
.............................13
City of Santa Ana Services Agreement 401 (a) 02 -02 -15 Page 2
F. Communications and Marketing Plan .................................................................................................. .............................13
G. Assignment of Representatives ........................................................................................................... .............................13
H. Retirement Planning Education, Distribution Counseling .................................................................... .............................13
V. Miscellaneous Provisions .............................................................................................................................. .............................13
A. Confidentiality of Data and Privacy Notice .......................................................................................... .............................13
B. Business Continuity Plans Notice ........................................................................................................ .............................14
C. Affiliates ............................................................................................................................................... .............................14
D. Exclusivity ............................................................................................................................................ .............................14
E. Responsibilities at Termination ........................................................................................................... .............................14
F. Error Correction ................................................................................................................................... .............................14
G. Record Retention Policy ...................................................................................................................... .............................15
VI. Plan Sponsor Responsibilities ...................................................................................................................... .............................15
VII. Warranty, Indemnification and Limitation of Liability ................................................................................... .............................15
VIII. Notifications ................................................................................................................................................ .............................15
IX. Agreement Term and Termination ................................................................................................................ .............................16
X. Recordkeeping, Communication and Other Fees ......................................................................................... .............................16
A. Recordkeeping and Communication Fees .......................................................................................... .............................16
B. Loan Fees ........................................................................................................................................... .............................17
C. Authorized Investment Option Administration Fees ............................................................................ .............................17
D. Bank Credit Disclosure ........................................................................................................................ .............................17
E. Plan -Level Disclosure Services ........................................................................................................... .............................17
F. Miscellaneous Fee Provisions ............................................................................................................. .............................17
XI. Modification and Consent ............................................................................................................................. .............................18
XII. Dispute Resolution ...................................................................................................................................... .............................18
XIII. Entire Agreement..,., ................................................................................................................................................................
18
XIV. Governing Law ........................................................................................................................................... .............................18
XV. Severability .................................................................................................................................................. .............................18
XVI. Authorized Persons .................................................................................................................................... .............................18
XVILLegal Advice .............................................................................................................................................. .............................18
XVIII. Force Majeure .......................................................................................................................................... .............................19
XIX. Signatures .................................................................................................................................................. .............................19
Procedures for Complying with Fund Company Market Timing and Excessive Trading Policies .......... .............................20
BusinessContinuity Plans .............................................................................................................................. .............................21
PrivacyNotice Exhibit ..................................................................................................................................... .............................22
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 3
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 4
Great -West Life & Annuity Life Insurance
AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES
Great -West Life & Annuity Insurance Company ("Great -
West"), and /or any successor, assign or affiliate, and City
of Santa Ana ('Plan Sponsor ") make this Agreement for
Recordkeeping and Communication Services, with respect
to the services to be provided by Great -West, to the City of
Santa Ana 401(a) Plan (the "Plan ").
WHEREAS, Plan Sponsor has established or adopted the
Plan for its eligible current and former employees
(Participants) in accordance with Code Section 401(a), and
all other applicable federal, state and municipal laws, for
the purpose of providing a voluntary deferred
compensation retirement plan to Participants for voluntary
contribution; and
WHEREAS, Plan Sponsor (or its designee) serves as the
Plan Administrator and Named Fiduciary of the Plan; and
WHEREAS, Plan Sponsor has placed all Plan assets into a
trust, custodial account or annuity contract that meets the
requirements of the Code and will continue to meet such
requirements for the duration of this Agreement for
purposes of establishing an unbundled open- architecture
investment arrangement; and
WHEREAS, Great -West acts in a non - fiduciary capacity as
a directed, nondiscretionary service provider and to
perform the services described herein as directed by Plan
Sponsor, in compliance with all applicable federal, state
and local laws and regulations;
WHEREAS, Great -West agrees to act as record keeper
and provide communication services for an open -
architecture platform with per -share identified by NAV (net
asset value) where the Plan Sponsor may select, add and
change Plan investment options from the universe of funds
(that Great -West has the contractually ability to record
keep) at Plan Sponsor's discretion and use of Great -West
funds or securities are not contractually required;
WHEREAS, Great -West agrees that fund investment
option changes may not occur without Plan Sponsor
authorization;
WHEREAS, Great -West agrees that nothing in this
Agreement restricts Great -West from offering or providing
additional record keeping or other Plan service
improvements, as mutually agreed upon;
NOW, THEREFORE, the parties agree as follows:
I, DEFINITIONS
The following terms and definitions shall apply
throughout this Agreement:
a. ACH — Automated Clearinghouse
b. Agreement — this Agreement for Recordkeeping
and Communication Services
c. Authorized Investment Options — the investment
options available under the Plan, as
selected by Plan Sponsor
d. Business Day — any day, and only for as many
hours as, the New York Stock Exchange is
open (typically until 4:00 pm Eastern Time)
e. Code — the Internal Revenue Code of 1986, as
amended from time to time, including all
Treasury Regulations promulgated
thereunder
f. Designated Investment Option — the investment
option designated by Plan Sponsor to
receive all Participant contributions,
transfers and direct rollovers, and other
amounts with respect to a Participant, that
are received without complete allocation
instructions
g. Effective Date — the date upon which this
Agreement takes effect, as specified below
h. Great -West— Great -West Life & Annuity Insurance
Company
I. Named Fiduciary — the fiduciary(ies)who jointly or
severally have the authority to control and
manage the operation and administration of
the Plan, as described in ERISA
j. Participant — Plan Sponsor's current and former
employees participating in the Plan
k. PDI — Payroll Data Interchange
City of Santa Ana Services Agreement 401 (a) 02 -02 -15 Page 5
I. Plan — the retirement plan designated in the recitals
above
m. Plan Account — an unallocated Plan account that
may be used for Plan purposes as set forth
in the Plan document and as instructed by
Plan Sponsor, which may include payment
of the Recordkeeping and Communication
Fee. Assets in the Plan Account will be
invested in a single investment option as
selected by Plan Sponsor
n. Plan Sponsor — the City of Santa Ana, the
contracting party named in the recitals
above
o. PSC — the Plan Service Center, Great - West's
current Plan Sponsor website
p. QDRO — a Qualified Domestic Relations Order, or
legal court that divides ownership of a
Participant's retirement account to allocate
certain assets from the Participant's account
to the Participant's former spouse or
nonparticipant in the form of an alternate
payee account or distribution
q. Recordkeeping and Communication Fee — the
basic annual recordkeeping and
communication fee payable to Great -West
under this Agreement, as described below
r. Revenue — the fees Great -West and /or one or
more of its affiliates or subsidiaries receives
and /or collects from mutual fund families
and other investment providers, including
other Great -West affiliates, for providing
certain administrative or other services
s. Trustee — the named trustee in a certain trustee
agreement between Plan Sponsor and said
trustee as it relates to the Plan
II. BASIC RECORDKEEPING SERVICES
A. Participant Account Establishment
Great -West will establish on its recordkeeping
system Participant and related data that includes, but
is not limited to, Participant indicative data (e.g.,
name, address, birth date). Great -West will provide
assistance to Plan Sponsor as necessary to
coordinate the establishment of Participant
contribution processing on its recordkeeping system.
B. Participant Account Information
A Participant account consists of:
1. The following Participant indicative data,
when received by Great -West in good order:
a) Name
b) Gender
c) Social Security Number
d) Mailing address
e) Telephone number
f) Date of birth
g) Beneficiary information
2. Current Participant investment allocations in
the Authorized Investment Options
3. Current Participant account balances in
each Authorized Investment Option.
C. Investment Options
1. Authorized Investment Options
Plan Sponsor is responsible for the selection of
all Authorized Investment Options made
available under the Plan, based on Plan
Sponsor's independent evaluation, or that of its
registered investment advisor, consultant, broker
or other agent, as applicable.
Plan Sponsor may replace the Authorized
Investment Options at any time without charge to
Plan Sponsor or participants. Great -West agrees
that Plan Sponsor may authorize fee and non -fee
funds.
Sixty days' advance written notice shall be
required for either party to terminate or add an
investment option. Great -West will cooperate
with Plan Sponsor to terminate existing
investment options or add new investment
options, and Great -West will assist Plan Sponsor
in appropriately notifying Participants of any
changes via Participant quarterly statements. In
extraordinary situations where notices must be
sent prior to the next quarterly statements, such
changes will be made as soon as practicable, as
agreed upon by the parties.
2. Designated Investment Option
Plan Sponsor shall select a Designated
Investment Option to receive all Participant
contributions, transfers and direct rollovers, and
other amounts with respect to a Participant, that
are received without complete allocation
City of Santa Ana Services Agreement 401(a) 02 -0215 Page 6
instructions. Once the Participant provides
Great -West with complete allocation instructions
in good order, future amounts will be invested
pursuant to such instructions. However, funds
already deposited into the Designated
Investment Option will remain invested therein
until transferred by Participant request.
D. Valuation of Participant Account Balances
Participant account balances within the Plan
will be accounted for as follows:
1. Amounts that are not guaranteed as to
principal or interest will be accounted for at
their fair market value as of the close of each
Business Day.
2. Amounts receiving a guaranteed interest
rate and a guarantee of principal will be
accounted for at book value. Interest will be
accounted for on a daily effective method.
E. Contributions, Transfers and Limitations
Purchases and sales of securities at the direction
of Participants will be effected through GWFS
Equities, Inc., a broker /dealer affiliate of Great -West.
Instructions for the purchase, sale, exchange or
transfer of shares on behalf of the Plan shall be
transferred to GWFS Equities, Inc. for processing.
1. Contributions
Contributions sent directly online to Great -
West's recordkeeping system and processed by
12:00 am Mountain Time will be allocated
effective the next Business Day, at that Business
Day's unit value. Funds must be sent via ACH
within the PSC functionality.
2. Transfers
Requests for Participant- initiated transfers
between Authorized Investment Options will be
processed and effective the Business Day they
are received by Great -West. Any transfer
request not received by Great -West during a
Business Day will be processed and effective the
next Business Day, or such earlier time as may
be required in order to comply with applicable
law.
3. Market Timing and Excessive Trading
Plan Sponsor acknowledges receipt of, and
agrees to adhere to the terms and conditions of,
the Procedures for Complying with Fund
Company Market Timing and Excessive Trading
Policies exhibit, attached to this Agreement.
F. Automated Voice Response System
Participants will have access to a toll -free,
automated voice response system to inquire or make
account changes from a touch -tone telephone.
Inquiry services available from the automated voice
response system will utilize share prices, unit values
and account balances that are as of the last
calculated unit value /share price.
The automated voice response system will be
available 24 hours a day, 7 days a week, except for
routine maintenance of the system which, when
necessary, will generally take place on Sunday
between the hours of 12:01 am and 12:01 pm
Mountain Time. However, the system may also be
limited or unavailable during periods of peak
demand, market volatility, systems upgrades, or
maintenance, or for other reasons.
G. Participant Website
Participants will have access to a new,
customized Plan website to inquire or make account
changes via the Internet. Great -West shall host and
update this website for Plan Sponsor, and all content,
images and links will be approved by Plan Sponsor.
Plan Sponsor shall have access to Great -West
marketing staff to assist in the development and
production of customized Plan branding, materials
and messaging. Participant access and use will be
through a login /password gateway into individual's
account free of charge.
The website will be available 24 hours a day, 7
days a week, except for routine maintenance of the
system, which, when necessary, will generally take
place on Sunday between the hours of 12:01 am and
12:01 pm Mountain Time. However, the system may
also be limited or unavailable during periods of peak
demand, market volatility, systems upgrades or
maintenance, or for other reasons. As soon as
practicable, Great -West shall provide Plan Sponsor
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 7
with notice in the event of such system unavailability
due to reasons other than routine upgrades or
maintenance.
H. Client Service
Client service representatives will be available
via toll -free telephone call to Great -West to answer
Participant questions and process applicable
transactions each Business Day between the hours
of 6:00 am and 5:00 pm Pacific Time.
I. Plan Sponsor Access to Recordkeeping
System
Plan Sponsor staff shall have access to Great -
West's recordkeeping system or website online via
the PSC to inquire or make changes while
administering the Plan. Upon request, Great -West
representatives will be made available to assist and
train employees of Plan Sponsor in properly
accessing and processing transactions on the PSC.
The PSC will be available consistent with the
availability of the automated voice response system.
Plan Sponsor will have access to Great -West
report/data staff and all standard reports and may
request customized reports at no additional charge.
Custom reports will be produced within 14 days of
written request.
J. Reporting
1. Participant Statements
Each calendar quarter, Great -West will make
available to each Participant a statement of
his/her account, summarizing all activity for the
previous calendar quarter, including, but not
limited to:
a) Beginning and ending balances;
b) All transactions processed during the
quarter, including contributions;
c) Interest or change in value;
d) Any applicable Fees /Charges;
e) Transfers and withdrawals for the
quarter.
Participants may elect to access their
statements via the Participant website, or to
receive their statements by mail, and may
change their election at any time. Alternate
access requests by Participants or Plan Sponsor
will incur no additional charges. Statements will
be mailed to Participants who do not affirmatively
elect to access their statements on the website.
Mailed statements will be sent to the Participant's
last -known home address as provided to Great -
West by Plan Sponsor, the Participant and /or the
prior recordkeeper.
Statements will be available on the website or
mailed within 20 Business Days after the end of
each calendar quarter, or within ten Business
Days after receipt of final information in good
order from third party sources, whichever is later.
Undeliverable statement should have Great -
West as the return address not the City. Great -
West is responsible for getting statements to
Participants by using an address - locator service
for all "lost" Participants.
2. Employer Plan Summary Report
Plan Sponsor will receive an Employer Plan
Summary Report, summarizing Plan -level assets
and Participant account balances, within 20
Business Days after each calendar quarter end,
or within ten Business Days after receipt of final
information in good order from third party
sources, if applicable, whichever is later.
The following Plan information will be
addressed in the Employer Plan Summary
Report:
a) Summary of Plan transactions and
assets;
b) Summary of contributions processed;
c) Withdrawals;
d) Annuities purchased, if applicable;
e) Periodic payments;
f) Investment option grand totals —
summarizes both dollars and
units /shares and Plan activity;
g) Investment option totals by money
type — summarizes both dollars and
units /shares and money type activity;
h) Participant summary — a report of
account activity for each Participant.
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 8
3. Annual Plan Review
Plan Sponsor will receive an Annual Plan
Review in written presentation including, but not
limited to, the following information:
a) Detailed description of all new
services, service models, trends and
technology offered by Great -West to its
clients or within the industry;
b) Review of enrollment efforts;
c) Asset allocation information,
contributions, distributions (investment
options and fixed /variable split);
d) Voice response usage and
enhancements;
e) Benefit payments;
f) Direct online system access — current
services and available services;
g) Legislative updates;
h) Identified fees or charges revenue
collected from each investment fund by
investment fund option and where such
revenue has been paid for what services
including, but not limited to,
recordkeeping and fun management
services with total fund fee and charge
revenue'
i) Plan assets and expenses, with
weighted expense ratio, expenses shown
by separate service cost, including, but
not limited to, "12b -1" fees, "Sub -TA"
fees, fiduciary reimbursement
administration and respective
management fees, including investment
management fees with associated
percentage of Plan expenses;
j) Fixed fund charges, fees, subsidies
and any market -to -book value issues;
k) Total revenue to Great -West with
revenue shown by participant.
4. Annual Investment Performance Report
Great -West shall provide Plan Sponsor with an
annual investment performance report.
K. Regulatory Updates
Great -West shall periodically make information
available to Plan Sponsor concerning federal
legislative activity of which Great -West is aware that
may affect the Plan and related funding contracts.
Such information, however, does not constitute legal
or tax advice regarding the legal sufficiency of the
Plan.
L. Benefits, Tax Withholding and Reporting
Benefit payments to Participants and
beneficiaries will be made within two Business Days
following receipt by Great -West of complete payment
instructions. For the purposes of this Agreement,
"complete payment instructions" means that all
required information on the Participant request form,
whether paper or online, has been completed,
including all required signatures or authorizations,
and that Great -West has completed its review of the
request in accordance with the terms of this
Agreement. Benefit payments will be made, taxes
withheld, and tax reporting completed as follows:
1. A record will be maintained of each
distribution from the Plan with respect to the
Participant, including the reason for the
distribution. A report may be made available to
Plan Sponsor on request.
2. Federal and state income tax withholding
and tax reporting that is applicable at the time
of the distribution will be performed and sent to
the Participant or beneficiary for each benefit
payment from the Plan.
3. The income tax withholding will be forwarded
to the Internal Revenue Service and
appropriate state governmental entities, and
will be completed by the applicable due dates.
4. Information will be provided to the Internal
Revenue Service annually showing an
accounting of all Participants who have
received distributions during the previous
calendar year. A similar report will be provided
to Plan Sponsor.
M. Qualified Domestic Relations Orders
If the Plan accepts QDROs, Plan Sponsor hereby
instructs Great -West to complete an administrative
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 9
review of all Plan Sponsor- approved QDROs
submitted on or after the Effective Date, to ensure
that Great -West can determine the amount of the
alternate payee's award, mailing address, and social
security number. Great -West will establish an
alternate payee account or process a distribution
pursuant to the terms of the QDRO, the Plan and/or
the Code requirements in effect on the date of the
distribution, and a distribution request received in
good order and in a manner satisfactory to Great -
West. Plan Sponsor hereby instructs Great -West to
determine the amount payable to the alternate payee
based solely on the Participant account records on
Great - West's recordkeeping system.
N. Plan Document Services Great -West will offer
a sample Plan document, an adoption agreement,
and any Plan document amendments that may be
required due to change in applicable law, prior to
the date required.
0. Rollovers from Other Eligible Retirement
Plans
If the Plan accepts rollovers from other eligible
retirement plans, including IRAs, separate accounts
will be maintained for such rollovers. Other accounts
may be established from time to time as required for
Plan administration.
P. Code Section 402(f) Notice
Great -West shall provide Participants with the
IRS model notice, as amended from time to time,
pursuant to Code §402(f).
Q. Monitoring the Deferral Limits
Great -West shall monitor Participants' total
deferrals under the Plan for the calendar year and
shall notify Plan Sponsor at the end of the calendar
year of any Participants exceeding permitted deferral
limits established under Code §401(a). Any
distributions made to correct excess deferrals will be
appropriately tax reported.
Great -West shall provide assistance in
calculating catch -up contributions. Plan Sponsor
acknowledges that Participants are fully responsible
for any catch -up calculations.
III. ENHANCED SIGNATURELESS RECORDKEEPING
SERVICES
A. General Requirements
This Section III. describes certain services under
which Great -West will process Participant requests
without obtaining Plan Sponsor signature or other
specific approval. In doing so, Great -West will not
exercise any fiduciary authority or make any
discretionary determinations. Rather, this Agreement
will act as a one -time, blanket instruction and
approval by Plan Sponsor for Great -West to process
all Participant requests that meet the stated criteria.
In order to receive the enhanced, signatureless
services detailed in this Section III., Plan Sponsor
must utilize the PSC and must provide all necessary
information in a PDI file. Plan Sponsor must also
provide any additional information or instructions as
required by, and in a form acceptable to, Great -West.
In addition, in most cases, Great -West must be the
sole recordkeeper for the Plan. If at any time Plan
Sponsor does not meet these general requirements,
or does not meet the specific requirements of any
service described in this Section III., Great -West shall
not be responsible to continue to provide such
service.
B. Deferral Recordkeeping
Plan Sponsor hereby instructs and authorizes
Great -West to allow Participants to update their
deferral elections via the Plan- customized Great -
West website and automated voice response system.
Plan Sponsor shall provide deferral amount data for
all Participants. Great -West will forward updated
deferral information to Plan Sponsor according to the
schedule elected by Plan Sponsor.
C. Beneficiary Recordkeeping
Plan Sponsor affirms that the Plan allows web -
initiated beneficiary designations. Plan Sponsor
hereby instructs and authorizes Great -West to
accept, maintain and file, without Plan Sponsor's
further approval, beneficiary designations received by
Great -West in good order and in a manner
acceptable to Great -West. Upon request, Plan
Sponsor agrees to provide Great -West with any and
all beneficiary information filed with the Plan by
Participants prior to the Effective Date.
City of Santa Ana Services Agreement 401 (a) 02 -02 -15 Page 10
Great -West agrees to update all Participant
beneficiary documents and scan Plan Sponsor's
hardcopy Participant beneficiary files and
documentation in the Plan Sponsors possession,
which includes handwritten documents and
signatures through digital portable document format
(Adobe), optical character recognition or other
standard readable open- source format into a new
online beneficiary tracking system. As soon as
practicable, Great -West will make all such records
available for Plan Sponsor and file transfer in a
standard readable open- source format acceptable to
the Plan Sponsor on request.
Plan Sponsor shall provide Great -West with
instructions regarding any Plan requirements as to
spousal consent for beneficiary designations. If there
are any such requirements, Plan Sponsor instructs
Great -West to rely on the marital status specified by
the Participant on the beneficiary designation form,
and to obtain spousal consent, when applicable. If a
beneficiary designation requires spousal consent,
such designation may be made only by paper form.
D. Beneficiary Confirmation for Death Benefit
Claims
Plan Sponsor hereby instructs and authorizes
Great -West to process, without Plan Sponsor's
further approval, death benefit claim forms received
in good order from beneficiaries under the Plan.
Great -West is instructed to determine a Participant's
beneficiary pursuant to the most recent beneficiary
designation available to Great -West. If a Participant
has not designated a beneficiary, or if no designated
beneficiary survives the Participant, Plan Sponsor
instructs Great -West to forward the claim to Plan
Sponsor to determine the beneficiary before
processing the distribution.
Death benefit claim forms submitted without
complete information or without a certified copy of the
deceased Participant's death certificate or other
required documentation will not be processed, and
the claimant will be notified of the deficiency.
Processing will continue once Great -West receives
all required information and documentation in good
order. Claimants determined not to be beneficiaries
will be notified that their claims have been rejected.
Plan Sponsor agrees to make determinations
with respect to any competing or other questionable
death benefit claims. Plan Sponsor and Great -West
will jointly develop procedures and communications
for reviewing and processing death benefit claim
forms and for handling claims to the extent spousal
consent/registered domestic partner consent applies.
In order to receive this service, Plan Sponsor
must also utilize Great - West's beneficiary
recordkeeping and vesting tracking services, if
applicable. This service shall commence following
completion of initial beneficiary solicitation.
E. Online Enrollment
Plan Sponsor instructs and authorizes Great -
West to allow online enrollment. Once the PDI file is
transmitted, Plan Sponsor instructs Great -West to
issue a Personal Identification Number to every
eligible employee, allowing enrollment in the Plan
through the website.
F. loans
Plan Sponsor instructs and authorizes Great -
West to allow online loan processing. Plan Sponsor
agrees that all loans shall be account reduction loans
repaid by payroll deduction and shall be consistent
with the loan policy and the procedures established
by the parties from time to time. Plan Sponsor
instructs and authorizes Great -West to process,
without further Plan Sponsor approval, Participant
loan requests submitted through a form acceptable to
Great -West or through the website. Principal
residence loan requests must be submitted on a
paper form with supporting documentation.
Participants will be subject to the fees described
online and in the loan documents.
G. In- Service Distributions at Age 59 A
Plan Sponsor hereby instructs and authorizes
Great -West to process, without Plan Sponsor's
further approval, Participant requests for age 59 %in-
service distributions, provided such requests are
received in good order and in a manner acceptable to
Great -West. Plan Sponsor represents that the Plan
allows Participants to take in- service distributions at
age 59 %:.
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 11
In order to receive this service, Plan Sponsor
must also utilize Great - West's vesting tracking
service, if the Plan has a vesting schedule. If Plan
Sponsor has not provided a Participant's birth date,
or if there is a discrepancy between the birth date on
the system and the birth date on the request form
submitted by the Participant, Plan Sponsor instructs
Great -West to reject the request pending further
information.
H. Required Minimum Distributions at Age 70' /Y
Great -West will send via the U.S. Postal Service
a notice and distribution form to each Participant
attaining age 70 '/z or older in the current calendar
year. The notice informs the Participant that required
minimum distributions must begin no later than April
1 of the calendar year following the later of age 70
or retirement. Great -West will not initiate such
distributions, but will only process such distributions
upon receipt of a Participant or Plan Sponsor request
in good order. Each year, Great -West will provide a
report including but not limited to, name and mailing
address, to Plan Sponsor listing Participants who are
age 70 %: or older and whether each has taken or
received this type of distribution for the calendar
year.
IV. COMMUNICATION SERVICES
All communications must be in the authorized
customized branding and format pre- approved by the
Plan Sponsor. Great -West agrees to comply with all
communications requirements of the Dodd -Frank Act,
or other federal or state law.
A. Special Representations
1. Great -West representatives assigned to
perform services under this Agreement will be
properly licensed, trained and supervised with
respect to the conduct of their business
activities.
2. Subject to applicable law, Plan Sponsor has
the right to interview, approve or reject Great -
West representatives. Great -West shall assign
to the Plan Javier Obando as the Client
Relationship Director, and as the sole
relationship manager, unless an alternate
request is made by Plan Sponsor.
3. Great -West representatives will provide
information in a manner consistent with
applicable insurance and securities laws and
retirement industry service standards including
for Plans of similar size. However, information
supplied to Participants shall not constitute
investment and/or tax advice upon which
Participants or Plan Sponsor may rely.
4. No Great -West representative may
discriminate with respect to investment options
provided under the Plan. Representatives will
give equal and fair representations when
describing the various Authorized Investment
Options.
5. Compensation to representatives will not be
based upon investment options selected by the
Participants.
B. Communication Materials
Great -West will provide Participant educational
and communication materials regarding financial
investing and retirement options. These materials
include, but are not limited to, newsletters, brochures
and other materials as mutually agreed upon. The
materials will be customized with a specific brand
designed for the Plan, including, but not limited to,
Plan enrollment kit, presentations, educational flyers
or postcards, Account Representative Participant
meeting materials and monthly "Lunch- and - Learn"
Participant presentations.
C. Group Presentations
Great -West representatives will conduct 52 days
of on -site meetings, and any mutually agreed up on
days in addition, at which some or all of the following
will be communicated:
1. Comprehensive benefits of newly improved
Plan, scheduled transition plan, accessibility of
representatives before and during transition
including blackout period, newly automated
services and self - service features of plan,
improved fund line -up and open architecture;
2. Summary of the key provisions of the Plan;
City of Santa Ana Services Agreement 401 (a) 02 -02 -15 Page 12
3. Summary of Authorized Investment Options;
4. Discussion of services, including automated
voice response system and website inquiry,
retirement planning, investment seminars and
QDROs;
5. Instructions on how to enroll in the Plan or
request an individual counseling session with a
Great -West representative.
D. Individual Counseling Sessions
Upon request, Great -West representatives will
conduct prescheduled individual counseling
sessions, utilizing a Participant paycheck analysis, an
asset allocation model and retirement counseling
services, as approved by Plan Sponsor. Great -West
shall not provide information on a Participant's
account to any spouse, former spouse, family
member or friend of Participant, without the consent
of the Participant. Participants must authorize, by
invitation, any such person to attend these
counseling sessions.
E. Plan Sponsor Committee Meetings
Upon request, the Great -West Relationship
Manager and Account Representative may be
required to attend periodic Plan Sponsor meetings
and will be prepared to provide a Plan performance
and benchmark report regarding the Plan and Great -
West activities and future record keeping and
communication services efforts.
F. Communications and Marketing Plan
Great -West will prepare a communications and
marketing plan for review by Plan Sponsor. Such
Plan will be finalized in a mutually agreeable manner.
G. Assignment of Representatives
Great -West shall assign one full -time Account
Representative to provide communication and
marketing services exclusively to the Plan. Such
representative will be responsible for all group
meetings and individual counseling sessions as
directed by Plan Sponsor. In addition, Great -West
shall assign to the Plan a Relationship Manager of
higher corporate rank than the Client Relationship
Director and Account Representative, and this
Relationship Manager will be accessible during
reasonable business hours for discussion of Plan
management issues and/or concerns.
H. Retirement Planning Education, Distribution
Counseling
Plan Sponsor agrees that ongoing retirement
planning education and distribution counseling may
be made available to Participants by Great -West or
an affiliate. Where a Participant wishes either to
contribute or roll over to an IRA, an IRA product may
be made available by Great -West or its affiliate.
Where a Participant requests, via a recorded
telephone call with Great -West, to roll assets into the
Plan from a previous employer's plan, Plan Sponsor
instructs and authorizes Great -West to assist the
Participant in completing such rollover without Plan
Sponsor's signature or further approval, provided the
Plan permits such rollovers. The recordkeeper of the
previous employer's plan may require Plan Sponsor's
signature or approval to complete the rollover.
Great -West shall provide a quarterly report with
information detailing the activity of rollovers into IRA
products and compensation received by Great -West
and affiliates as a result of any rollover transactions.
V. MISCELLANEOUS PROVISIONS
Great -West and Plan Sponsor specifically accept and
agree to each of the following requirements:
A. Confidentiality of Data and Privacy Notice
Great -West and Plan Sponsor agree to maintain
and hold in confidence all Nonpublic Personal
Information ( "NPI ") received in connection with the
performance of services under this Agreement. NPI
includes personally identifiable financial information
as defined by Title V of the Gramm - Leach - Bliley Act.
Great -West shall not use or disclose NPI to any third
party, other than affiliates and service providers
appointed by Plan Sponsor, without Plan Sponsor's
written consent, except as permitted or required by
law. Any third party service provider retained by
Great -West to provide services under this
Agreement, and who has access to NPI, shall agree
in writing to be bound by confidentiality and non-
disclosure provisions, and to use such NPI only for
the performance of specific services under this
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 13
Agreement. Great - West's current Privacy Notice is
attached to this Agreement as the Privacy Notice
Exhibit. By executing this Agreement, Plan Sponsor
acknowledges receipt of this notice. Great -West will
update the notice periodically and make the updates
available to Plan Sponsor.
B. Business Continuity Plans Notice
GWFS Equities, Inc.'s current Business
Continuity Plans notice is attached to this Agreement
as an exhibit. By executing this Agreement, Plan
Sponsor acknowledges receipt of this notice. Great -
West will update the notice periodically and make the
updates available to Plan Sponsor.
As soon as practicable following a disaster,
Great -West agrees assist Plan Sponsor in business -
continuity recovery and restoration efforts until full
normal service levels and staffing are achieved.
C. Affiliates
Plan Sponsor acknowledges and agrees that
Great -West may utilize the services of any affiliate,
including but not limited to FASCore, LLC; Advised
Assets Group, LLC; GWFS Equities, Inc.; GW Capital
Management, LLC, within its controlled group to
perform any services under this Agreement. Great -
West shall provide to Plan Sponsor its organizational
chart including, but not limited to affiliate,
subsidiaries, third parties or other agents and their
specific responsibilities and duties related to Plan
recordkeeping, management, services and
operations.
D. Exclusivity
Plan Sponsor appoints Great -West as the Plan's
exclusive provider of the recordkeeping,
communication, and other services set forth in this
Agreement for the term of this Agreement.
E. Responsibilities at Termination
Great -West shall provide all Participant and Plan
data in the standard file format for any Plan transition
within 10 Business Days. Any additional requests for
data will be reviewed and delivered
independently. Upon Great -West relinquishing
responsibilities at the termination of this Agreement,
as requested, investment balances for all Participants
will be provided in the recordkeeping system's
standard format, to assure appropriate account
balances, within 10 Business Days of termination.
Participant statements and Employer Plan
Summaries and Disclosures will be provided up to
and including the statement for the last calendar
quarter covered by this Agreement until Plan
Sponsor determines that the transition is complete.
Once recordkeeping responsibilities are transferred,
Great -West, as requested by Plan Sponsor, will stop
all communications and statements to Participants.
F. Error Correction
For purposes of this section, "Great- West" refers
to Great -West Life & Annuity Insurance Company
and certain of its affiliates. If Great -West, as the
recordkeeper, makes an error that results in an
investment transaction gain or loss, and it is brought
to Great - West's attention within 90 days after the
Participant statement date following the occurrence
of the error, Great -West will retroactively correct the
error by putting the Participant back in the financial
position where the Participant would have been had
the error not occurred. However, if the Plan or
affected Participant knew or should have known of
the error but failed to bring it to Great - West's
attention within 90 days after the statement date
following the occurrence of the error, the error will be
corrected prospectively. If a correction is made at
Great - West's expense and results in a net loss,
Great -West will bear the loss. However, if the
correction results in an unintended net gain, Great -
West will retain the gain as compensation for
services provided to the plan and to defray
reasonable expenses of the plan including offsetting
net losses as described above.
Under special circumstances, Plan Sponsor may
request consideration of a retroactive correction of a
Great -West error at Great - West's expense after the
expiration of the 90 -day period. Based on the
circumstances identified, Great -West will consider
such retroactive correction, and such correction will
not be unreasonably denied, based on industry
standards.
In no event will Great -West be responsible for the
expense of retroactive correction caused by an error
or miscommunication committed by a Participant,
City of Santa Ana Services Agreement 401 (0) 02 -02 -15 Page 14
Plan Sponsor, or other third party. In such case, Plan
Sponsor shall instruct Great -West how it wishes any
resulting gain to be allocated or loss to be funded.
G. Record Retention Policy
Great -West shall retain all records in its custody
and control that are pertinent to performance under
this Agreement in accordance with its record
retention policy, as amended from time to time.
Great -West shall make such records available to
Plan Sponsor for inspection and reproduction upon
Plan Sponsor's reasonable advance written notice
and at Plan Sponsor's expense. Great -West shall
make all Plan and Participant records available in
electronic format acceptable to Plan Sponsor within
14 days of request.
VI. PLAN SPONSOR RESPONSIBILITIES
A. If Plan Sponsor changes the reporting format for
contribution reporting, Plan Sponsor shall give Great -
West two weeks advance notice to test the new
format before monies are remitted using the new
format. If Plan Sponsor does not provide such notice
of the new reporting format, then contributions will be
effective two Business Days after receipt of monies
sent in with the new format.
B. Plan Sponsor agrees that Participants may be
contacted at home or at work to obtain information
necessary to process Participant requests or to
perform other services under this Agreement.
C. Plan Sponsor agrees to provide all information
reasonably necessary for Great -West to perform its
responsibilities under this Agreement.
D. Plan Sponsor agrees to use its best efforts,
including, if necessary, terminating a participant
investment provider, to secure and maintain the
cooperation of participating investment providers in
providing the timely and accurate transmittal of data,
including providing daily interest rates and unit/share
values, that is reasonably necessary for Great -West
to perform its responsibilities under this Agreement.
E. Should Plan Sponsor appoint a Trustee for the
Plan, the Trustee must be able to interface with
Great - West's recordkeeping system in a passive
role, and all monies must be sent to an omnibus trust
account. Plan Sponsor agrees to require the Trustee
to provide all information in its possession that is
reasonably necessary for Great -West to perform its
responsibilities under this Agreement.
F. Plan Sponsor agrees to facilitate the scheduling
of group presentations and individual counseling
sessions and to provide facilities at which both Plan
Sponsor and Great -West agree that satisfactory
attendance can be expected.
VII. WARRANTY, INDEMNIFICATION AND LIMITATION OF
LIABILITY
Great -West agrees to indemnify Plan Sponsor from
and against any and all expenses, costs, reasonable
attorney's fees, settlements, fines, judgments, damages,
penalties or court awards ( "Damages ") actually incurred
that are the direct result of any breach, gross negligence,
reckless or intentional misconduct related to this
Agreement by Great -West, and its affiliates and
subsidiaries to the extent that they have not directly
contracted with Plan Sponsor, or any failure by Great -West
to perform its obligations under this Agreement in a manner
consistent with generally accepted industry standards.
Notwithstanding anything to the contrary herein,
Great -West shall not be liable to Plan Sponsor for any
Damages relating to or resulting from: 1) any breach of this
Agreement by Plan Sponsor; 2) any direction of Plan
Sponsor or any authorized agent thereof; or 3) any
direction of any third party duly authorized or retained by
Plan Sponsor to provide services relating to the Plan,
including but not limited to an investment advisor, or any
authorized agent thereof.
This section represents a reasonable allocation of risk,
and that it will survive the termination of this Agreement.
Plan Sponsor acknowledges that Great -West, its
affiliates, and their directors, officers, employees and
authorized representatives are not responsible for
investment performance of any Authorized Investment
Options under the Plan.
VIII. NOTIFICATIONS
All notices, requests, demands or other
communications provided for or required by this
Agreement, or any instrument or document delivered
pursuant to this Agreement, will be in writing.
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 15
Notices to Great -West will be addressed as follows:
Great -West Financial
Charles P. Nelson, Executive Vice President,
Retirement Services Division and
Beverly A. Byrne, Senior Vice President &
Chief Compliance & FS Counsel
8515 East Orchard Road, 10T2
Greenwood Village, CO 80111
Notices to Plan Sponsor will be addressed as follows:
City of Santa Ana
Francisco Gutierrez, Executive Director
Finance & Management Services
20 Civic Center Plaza, M17
P.O. Box 1988
Santa Ana, CA 92702
Each party may designate a different address by
sending written notice to the other party, to be effective
within ten days of the date of the notice.
IX. AGREEMENT TERM AND TERMINATION
The Effective Date of this Agreement is the date it has
been signed by both Plan Sponsor and Great -West. This
Agreement may be terminated upon 60 days' written notice
by either Plan Sponsor or Great -West.
This Agreement is for a term of one year with an
option for one additional year as approved by Plan
Sponsor's Plan Administrator Committee. Plan Sponsor
reserves the right to solicit industry and market information
and providers to benchmark items such as service levels,
investment options, relationship management, reporting
and recordkeeping. In addition, Plan Sponsor may release
requests for proposals at any time without immediate
termination of this Agreement with written notice. This
Agreement may be terminated with or without cause with
60 days' written notice by either Plan Sponsor or Great -
West.
X. RECORDKEEPING, COMMUNICATION AND OTHER FEES
A. Recordkeeping and Communication Fees
Plan Sponsor, upon reasonable notice, has the right to
examine and audit all payments, fees, credits, interest and
accounts related to this Agreement with Great -West and
any affiliates, subsidiaries, third parties and investment
providers. Great -West will provide a quarterly Plan fee
disclosure showing detailed cash flow, itemized services
and costs, incentives and subsidies, etc. Great -West must
provide the formula and calculations for all figures provided
to Plan Sponsor. Great -West shall provide Plan Sponsor
with qualified staff to answer questions by Plan Sponsor -
assigned examination and audit staff.
1. Amount of Fee
An annual Recordkeeping and Communication
Fee of 0.10% of total Plan Account and
Participant account balances, excluding loan
balances, is payable to Great -West. This fee
assumes the use of certain Great -West fund
options.
Beginning with the Effective Date, this fee will
be calculated monthly based on the average
daily balances on the processing date during the
Agreement term and will be debited quarterly
from any unallocated Plan Accounts that are
eligible to pay Plan expenses. Partial quarters
during the Agreement will be prorated.
In the event the Plan Account balances are not
sufficient to cover the fee, remaining amounts will
be debited pro rata from Participant accounts.
2. Revenue Sharing to the Plan
All Revenue will be credited by Great -West to
the Plan. Great -West will provide a quarterly
statement of all funds paid to the Plan account.
Beginning with the Effective Date, the Revenue
will be credited monthly by multiplying each
fund's Revenue rate by average daily balance of
the fund's total Participant account balances,
excluding loan balances, during the period. This
Revenue will be credited to the Plan Account to
be used for Plan purposes as set forth in the Plan
document and as instructed by Plan Sponsor,
including payment of the fee. These assets will
be invested in a single investment option as
specified by Plan Sponsor. In the event Revenue
already credited to the Plan Account becomes
uncollectible from a fund company, Plan Sponsor
hereby instructs Great -West to collect from the
Plan Account the difference between the amount
accrued and the amount collected.
City of Santa Ana Services Agreement 401 (a) 02 -02 -15 Page 16
B. Loan Fees
Great -West shall assess the following loan fees:
a) a one -time, $50.00 loan origination fee
that will be deducted from the amount of
each loan processed
b) a one -time, $25.00 Plan Sponsor -
assessed administration fee that will be
deducted from the amount of each loan
processed and paid quarterly to Plan
Sponsor
c) a $25.00 annual maintenance fee per
loan that will be deducted from the
Participant's account in the amount of
$6.25 per quarter.
C. Authorized Investment Option Administration
Fees
If Plan Sponsor utilizes more than 32 Authorized
Investment Options at any one time or requests an
investment option that is materially different from the
types of investment options currently in use, Great -
West reserves the right to modify the fees and
services in this Agreement. For purposes of this
paragraph, a series of target date or similar funds will
count as a single Authorized Investment Option,
D. Bank Credit Disclosure
Great -West or one of its affiliates may earn
credits and /or interest on Plan assets awaiting
investment or pending distribution. Any credits or
interest earned by Great -West are aggregated with
credits and /or interest earned by Great -West affiliates
and will be used to defray the aggregate expenses
for the maintenance of bank accounts. Great -West
will not retain credits and /or interest earned in excess
of such maintenance expenses, but any such excess
will be retained by the bank.
Credits and /or interest are earned from the use of
(i) uninvested contributions received too late in the
day or not received in good order to be invested
same -day and (ii) proceeds from investment option
redemptions where Plan distribution checks have not
been presented for payment by Participants. Credits
and /or interest (i) begin to accrue on contributions on
the date such amounts are deposited into the bank
account and end on the date such amounts are
invested pursuant to Participant instructions, and (ii)
begin to accrue on distributions on the date the check
is written or on the wire date, as applicable, and end
on the date the check is presented for payment or
when the wire clears against the account, as
applicable. Earnings of credits and /or interest are at
the rate the bank provides from time to time.
E. Plan -Level Disclosure Services
Great -West shall provide required fee and other
disclosures under 29 CFR §2550.408b -2, the
"General Statutory Exemption for Services or Office
Space," electronically via the PSC or such other
electronic means as may be agreed to by the parties
from time to time. Plan Sponsor agrees to ensure
that there is at all times a person that is able and
authorized to access the disclosures on Plan
Sponsor's behalf.
F. Miscellaneous Fee Provisions
1. If Plan Sponsor selects a custodian or
trustee that requires changes to any
procedures or services in this Agreement,
Great -West reserves the right to change fees in
this Section.
2. Should a Participant request an overnight
delivery, Great -West will assess the Participant
its then - current overnight delivery fee, which is
$25 as of the Effective Date but is subject to
change at the discretion of Great -West.
3. Should a Participant request a partial or full
withdrawal payment via ACH, Great -West will
assess the Participant its then - current ACH fee,
which is $15 as of the Effective Date but is
subject to change at the discretion of Great -
West. Should a Participant request periodic
payments via ACH, Great -West will not assess
an ACH fee.
4. Should a Participant request a partial or full
withdrawal payment via wire, Great -West will
assess the Participant its then - current wire fee,
which is $40 as of the Effective Date but is
subject to change at the discretion of Great -
West.
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 17
5. Plan Sponsor may direct Great -West in
writing to assess a mutually agreed -upon per -
Participant fee, asset fee or combination fee to
Participant account balances. Such fee may
be deposited into the Plan Fiduciary
Administration and Reimbursement Account.
Any fees assessed under this paragraph may
be adjusted annually as instructed by Plan
Sponsor.
6. Any service that Great -West is requested to
perform beyond the scope of the services
described in this Agreement shall be provided
at a mutually agreed -upon price negotiated
prior to the performance of such service.
XI. MODIFICATION AND CONSENT
Great -West may amend this Agreement, without Plan
Sponsor's approval or signature, only as required to
comply with changes to applicable law. No other
modification of any provision of this Agreement, and no
consent by any party to any deviation from its terms by the
other party, will be effective unless such modification or
consent is in writing and signed by both parties. The
modification or consent will be effective only for the period,
and the conditions, and for the specific instance and
purposes specified in such writing. The waiver of any
breach of any term or condition in this Agreement will not
be deemed a waiver of any prior or subsequent breach.
For purposes of this section, a "writing signed by the
parties" shall be deemed to include e-mail only if such e-
mail includes a PDF or other reproduction of the manual
signature of an officer of each party who is authorized to
execute an amendment to this Agreement.
XII. DISPUTE RESOLUTION
A. Mediation: If there is a dispute arising out of or
relating to this Agreement, the parties will make a
reasonable and good faith effort to negotiate between
themselves a resolution of the matter. If the parties
are unable to agree between themselves, and to the
extent that the parties are not legally barred from
entering into mediation, the parties shall endeavor to
resolve any dispute out of or relating to this
Agreement by participating in non - binding mediation.
The mediation shall be conducted by a private
mediator agree to by both parties or, if the parties
cannot agree, by a mediator selected by JAMS
(Judicial Arbitration and Mediation Services) or
another nationally recognized, independent arbitration
or mediation organization to which the parties mutually
agree. The cost of any agreed -upon mediation shall
be borne equally by the parties, and each party shall
pay its own expenses.
B. Litigation: If the dispute has not been resolved
within 90 days of the initiation of non - binding
mediation as provided for in paragraph A above, either
party may initiate litigation; provided, however, that if
one party has requested the other party to participate
in mediation and the other party rejects the proposal
to participate, the requesting party may initiate
litigation before the expiration of the above period.
XIII. ENTIRE AGREEMENT
This Agreement and any subsequent amendments
hereto represent the entire agreement between the parties
with respect to the subject matter of this Agreement.
XIV. GOVERNING LAW
This Agreement will be construed and enforced in
accordance with and governed by the laws of the State of
California.
XV. SEVERABILITY
The provisions of this Agreement are severable, and if
for any reason a clause, sentence or paragraph of this
Agreement is determined to be invalid by a court or federal
or state agency, board or commission having jurisdiction
over the subject matter thereof, such invalidity will not
affect other provisions of this Agreement that can be given
effect without the invalid provision.
XVI. AUTHORIZED PERSONS
Plan Sponsor and any duly appointed investment
advisor will provide Great -West with a list of the individuals
authorized to transmit instructions to Great -West
concerning the Plan and/or assets in the accounts, and
written direction regarding the form of such instructions.
Such list shall be updated from time to time.
XVII. LEGAL ADVICE
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 18
Nothing in this Agreement is intended to constitute
legal or tax advice from Great -West to Plan Sponsor or any
other person or entity.
XVIII. FORCE MAJEURE
Neither of the parties hereto shall be liable to the other
for any and all losses, damages, costs, charges, counsel
fees, payments, expenses or liability due to delay or
interruption in performing its obligations hereunder and
without the fault or negligence of such party, due to causes
or conditions beyond its control, including, without
limitation, labor disputes, riots, ware and war -like
operations including acts of terrorism, epidemics,
explosions, sabotage, acts of God, failure of power, fire or
other casualty, natural disasters or disruptions in orderly
trading on any relevant exchange or market, including
disruptions due to extraordinary market volume that result
in substantial delay in receipt of correct data.
XIX. SIGNATURES
By signing this Agreement, in duplicate, the parties
certify that they have read and understood it, that they
agree to be bound by its terms, and that they have the
authority to sign it. This Agreement is not binding on either
party until signed by both parties.
City of Santal na
Signature:
Name: Francisco Gutierrez
Title: Executive Director, Finance & Management
Services
Date: -E 1 o ? ,, , 'a
Great
-W rtyln`su nce Company
Signature - 2. — -
Name: Brent Neese °
Title: Vice President, Financial Services
Date: 3 5 !
C
ATTEST:
MARIA D. HUIZAR
City Clerk
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney _
Assistant City
City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 19
PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND EXCESSIVE TRADING POLICIES
The prospectuses, policies and/or procedures of certain fund companies require retirement plan providers offering their fund(s) to
agree to restrict market timing and /or excessive trading ( "prohibited trading ") in their funds. The following procedures describe
how we, as your recordkeeper, will comply with fund company instructions designed to prevent or minimize prohibited trading.
Various fund companies instruct intermediaries to perform standardized trade monitoring while others perform their own periodic
monitoring and request trading reports when they suspect that an individual is engaging in prohibited trading. If an individual's
trading activity is determined to constitute prohibited trading, as defined by the applicable fund company, the individual will be
notified that a trading restriction will be implemented if prohibited trading does not cease. (Some funds may require that trading
restrictions be implemented immediately without warning, in which case notice of the restriction will be provided to the individual
and plan, if applicable). If the individual continues to engage in prohibited trading, the individual will be restricted from making
transfers into the identified fund(s) for a specified time period, as determined by the applicable fund company. Individuals are
always permitted to make transfers out of the identified fund(s) to other available investment options. When the fund company's
restriction period has been met, the individual will automatically be allowed to resume transfers into the identified fund(s).
Additionally, if prohibited trading persists, the fund company may reject all trades initiated by the plan, including trades of
individuals who have not engaged in prohibited trading.
Note: certain plan sponsors have or may elect to implement plan level restrictions to prevent or minimize individual prohibited
trading. To the extent that such procedures are effective, we may not receive requests for information from the fund companies
or requests to implement the restrictions described above.
10/16/07
BUSINESS CONTINUITY PLANS
GWFS Equities, Inc., a subsidiary of Great -West Life & Annuity Insurance Company and affiliate of Great -West Life &
Annuity Insurance Company of New York* ( "the Company "), maintains a comprehensive business continuity plan
designed to respond reasonably and effectively to events that lead to significant business disruption, such as natural
disasters, power outages, or other events of varying scope. This plan defines critical functions and systems, alternate
work locations, vital books and records, and staff resources, and provides for the continuation of business operations
with minimal impact, depending on the severity and scope of the disruption. The plan is reviewed and tested no less
than once annually to ensure that the information in the plan is kept current and that documented recovery and
continuity strategies adequately support its business operations. Of utmost importance to the plan is the ability for
customers to maintain access to securities accounts and assets in those accounts.
In the event that one of the Call Centers or back office operation facilities becomes unavailable for any reason, calls
would be re- routed to one of the firm's alternative call center or operations facilities.
In the event of a significant business disruption to the primary office and/or data center, access to customer accounts
will be provided via the Company's Web site and voice response system, operated from an alternative data center.
Customer Service will continue to be provided by re- routing telephone calls to a Call Center located in one or more
alternative sites located outside of the region.
While no contingency plan can eliminate the risk of business interruption, or prevent temporary delays with account
access, the firm's continuity plan is intended to mitigate all reasonable risk and resume critical business operations
within 24 hours or the next business day, whichever is later.
*Record keeping and administrative services are provided by Great -West Life & Annuity Insurance Company, and in New York,
Great -West Life & Annuity Insurance Company of New York, or one of its subsidiaries or affiliates. Securities offered in your account
maybe offered through another broker /dealer firm other than GWFS Equities, Inc., a wholly owned subsidiary of Great -West Life &
Annuity Insurance Company. Please contact your investment provider for more information if needed.
This disclosure is subject to modification at anytime. The most current version of this disclosure can be found on the Web site or
can be obtained by requesting a written copy by mail.
BCP— GWFS Customer Notice (Ed. Sept. 2012)
PRIVACY NOTICE EXHIBIT
The Great -West Family of Companies
Great -West Life & Annuity Insurance Company
The Great -West Life Assurance Company (US
operations)
Great -West Life & Annuity Insurance Company
of New York
Great -West Financial Retirement Plan Services,
LLC
Advised Assets Group, LLC
GWFS Equities, Inc. #
The Canada Life Assurance Company (US
operations)
Emjay Corporation
Empower Retirement"m il
FASCore, LLC
Great -West Life & Annuity Insurance Company
of South Carolina
Great -West Capital Management, LLC
Great -West Funds, Inc.
Great -West Trust Company, LLC
Westkin Properties Ltd.
i GWFS Equities, Inc. is a Member of the Securities
Investor Protection Corporation ( "SIPC "). You may
obtain information about SIPC, including the SIPC
brochure, by contacting SIPC:
Securities Investor Protection Corporation
805 15th Street, N.W. Suite 800
Washington, D.C. 20005 -2215
Email: asksipc @sipe.org
Tel: (202)371 -8300
Information about SIPC is also available at
www.sioc.orn.
#Empower Rethemen ro refers to the products and services
offered in the retirement markets by Great -West Life & Annuity
Insurance Company, Great -West Life & Annuity Insurance
Company of New York, and their subsidiaries and affiliates.
Revised 0l /2015 (standard + CA)
The Great -West Family of Companies protects your
privacy. We have strict policies to keep your nonpublic
personal information private. We may share it with
affiliates and third parties that we do business with, and
in other ways permitted by law.
Information We Collect. We collect and store
information. It comes from forms that you complete,
from business you have conducted with us and other
parties we do business with and from consumer and
insurance reporting companies. Unaffiliated third parties
cannot and do not collect personally identifiable
information about your online activities from Company
websites or services.
Security of Your Information. We have physical,
administrative, and technical safeguards in place to
protect your privacy.
Access to Information. The only employees who have
access to your records are those who need it for business
reasons.
Our Information Sharing Practices. We limit the
information we share and the parties we share it with.
We share your information to help you do business with
us. What we share depends on the types of products or
services you request. As we are only permitted to share
your information in ways described in this notice, the
Great-West Family of Companies do not respond to "do
not track" signals or similar digital privacy mechanisms.
For example, we may share information:
• from business forms that you complete (such
as your name, address, SSN, plan or ID
number, assets and income from your
application)
• about your business with us, or others (such as
your policy or contract coverage and benefits
and payment history)
• about your relationship with us (such as the
products or services you purchased)
• from your employer, benefit plan sponsor, or
group product (such as your name, address,
SSN, plan or ID number and age)
• from consumer and insurance reporting
organizations (such as your credit, financial or
health history; please note, these organizations
may retain information provided to us and
disclose it to others)
• from other third parties (such as health and
demographic information)
• from visitors to our websites (such as
information you provide online by completing
forms, site visit data and "cookies ")
of Health Information. We won't share
health information, unless such sharing is permitted or
required by law. For a description of how we share your
health information, please contact our Privacy Officer at
the address noted below.
Sharing Information with Other Parties. You may
permit us to share your information with other parties.
Your information may be shared without your consent
with our affiliates and other third parties if permitted by
law. We do not share your information for any purpose
that requires an opt -in or opt -out.
Our affiliates are listed and include, but are not limited
to, our broker- dealers and our trust company. Your
information may be shared to serve you better or to make
it easier for you to do business with us.
We may also share your information with vendors and
financial institutions. Vendors perform services for us
such as processing transactions. Financial institutions
such as banks have marketing agreements with us. We
have agreements with these parties requiring them to
protect the privacy of your information. They are not
allowed to use the information other than as specified or
permitted by law.
Other disclosures that may be made without your consent
include:
• To detect or prevent fraud & other criminal activity;
• To a medical professional for eligibility or audit
purposes;
• In response to a question from a government agency;
• For purposes otherwise permitted or required by law;
• In response to a subpoena or court order;
• To a group policy holder to report claims experience
or for an audit;
• In connection with a sale or merger of all or part of
our business;
• To a government agency to determine your eligibility
for benefits they may have to pay for;
• To a peer review committee to evaluate a medical
professional;
• To a certificate holder or policyholder to provide
information about the status of a transaction.
Our Treatment of Information about Former
Customers. If our relationship ends, we will not share
your information with third parties except as the law
requires or permits.
Access to Information. You may access your
information by submitting a written request that
describes the information. We will respond within 30
business days or as required by state law. Our response
will explain the nature and substance of the information
on record. We will identify, if recorded, the parties we
shared your information with over the last 2 years.
Right to Correct, Amend or Delete Information. You
may submit a written request to us to correct, amend or
delete any information in our records. We will respond
to your request within 30 business days or as required by
state law.
If we agree to your request, we will notify you in writing.
We will provide the corrected infomnation to any person
you identify that has received the information in the last
2 years and to any insurance reporting organization we
may have provided the information to over the last 7
years. If we refuse your request, we will explain why
and you will have the right to file a statement of
disagreement.
We reserve the right to revise this policy as needed. If
changes are made, we'll send you a revised notice and
post the new policy on the www.greatwest.com website.
Privacy Officer
Great -West Life & Annuity Insurance Company
8525 East Orchard Road
RESOLUTION NO. 2015 -001
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA MODIFYING, REESTABLISHING AND
DELINEATING THE BASIC COMPENSATION AND BENEFIT
PLAN FOR CLASSES OF EMPLOYMENT DESIGNATED AS
UNREPRESENTED EXECUTIVE MANAGEMENT (EM) AND
RESCINDING RESOLUTION NO. 91 -066,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA
ANA AS FOLLOWS:
Section 1: The City Council hereby finds, determines and declares as follows:
A. Section 1004, Article X of the City Charter of the City of Santa Ana
requires the City Manager to prepare, install and maintain a position
classification and pay plan subject to civil service rules and regulations
and the approval of the City Council.
B. On July 1, 1991, the City Council passed and adopted Resolution
No. 91 -066, re- establishing the Basic Classification and Compensation
Plan for classifications of employment designated as unrepresented
Executive Management (EM) and Middle Management (MM).
C. The City Council has amended Resolution No. 91 -066 on numerous
occasions since its adoption.
D. Pursuant to Resolution No. 81 -075, the Employee Relations Resolution of
the City of Santa Ana, and applicable State law, the City of Santa Ana
certified the Santa Ana Management Association (SAMA) on September
25, 2002, as the majority representative of the Middle Management and
Administrative Management Representation Unit. Hence, the City has
recognized SAMA as the certified majority representative of the full time
employees in said Unit.
E. In an effort to clarify the compensation of unrepresentative Executive
Management (EM) employees, and delete obsolete language related to
unrepresented Middle Management (MM) employees, the City Attorney
recommends reestablishing and delineating the Basic Classification and
Compensation Plan for classifications of employment designated as
unrepresented Executive Management (EM) through this resolution, by
separate resolution reestablishing and delineating the Basic Classification
and Compensation Plan for all represented full -time employees in the City,
including represented Middle Management (MM) employees, and all
represented and non - represented part -time employees, and rescinding
Resolution No. 91 -066.
Resolution No. 2015 -001
Page 1 of 15
F. The City Manager recommends an increase to the Tuition Reimbursement
Program to provide the highest amount that is available to other
represented employees.
G. The City Manager recommends establishing and delineating a Retirement
Health Savings Account for unrepresented Executive Management (EM)
employees and contributing to said account the highest amount that is
available to other represented management employees.
H. The City Manager recommends establishing and delineating a 401(a)
Retirement Savings Account for unrepresented Executive Management
(EM) employees to participate in, at his or her sole discretion.
It is now desired to rescind Council Resolution No. 91 -066 and reestablish
and affect the aforementioned changes.
Benefit Plan, The City Council hereby reestablishes the unrepresented Executive
Management (EM) Basic Compensation and Benefit Plan effective January 1, 2015, to
read as follows:
Unrepresented Executive Management (EM) Basic Compensation and Benefit Plan
Effective January 1, 2015.
Section 1. Executive Management (EM) Classifications and Compensation Plan.
A. unrepresented Executive Management (EM) Employee Classifications
Assistant City Manager (EM)
Deputy City Manager (EM)
Police Chief (EM)
Executive Director of Community Development (EM)
Executive Director of Finance and Management Services (EM)
Executive Director of Parks, Recreation and Community Services (EM)
Executive Director of Personnel Services (EM)
Executive Director of Planning and Building Safety (EM)
Executive Director of Public Works (EM)
Special Assistant to the City Manager (EM)
B. Schedule of Salaries. A schedule of salaries showing salary rate ranges for
classifications of employment designated as unrepresented Executive Management
(EM), Is attached hereto and made a part hereof as though set forth in full herein. The
schedule for unrepresented Executive Management (EM) classifications and effective
dates is listed as follows:
Salary
Schedule
Resolution No. 2015 -001
Page 2 of 15
Unrepresented EM Classifications
No.
Effective Date
Assistant City Manager (EM)
EM -39
01/01/2015
Deputy City Manager (EM)
EM -41
01/01/2015
Police Chief (EM)
EM -47
01/01/2015
Executive Director of Community Development (EM)
EM -33
01/01/2015
Executive Director of Finance and Management
Services (EM)
EM -37
01/01/2015
Executive Director of Parks, Recreation and
Community Services (EM)
EM -37
01/01/2015
Executive Director of Personnel Services (EM)
EM -33
01/01/2015
Executive Director of Planning and Building Safety (EM)
EM -42
01/01/2015
Executive Director of Public Works (EM)
EM -38
01/01/2015
Special Assistant to the City Manager (EM)
EM -37
01/01/2015
The unrepresented Executive Management (EM) salary schedule contains numerous
salary rate ranges, each range comprised of fifteen (15) separate rates of pay shown in
monthly amounts. The rate ranges are identified by a two -digit number preceded by the
capital letters "EM" for Executive Management. The - separate rates of pay or steps
within each salary rate range are identified by the numbers "1" through "15" inclusive,
with Step 1" being the lowest or minimum rate of the range, Step "8" the middle or
midpoint rate of the range, and Step "15" being the highest or maximum rate.
Terminal Classifications. The capitalized letter "T" shown within parenthesis [i.e., (T)]
next to a classification title signifies a position classification that has been designated as
"terminal" by formal City Council action and, as such, will be deleted from this
classification and compensation plan for unrepresented Executive Management (EM)
classifications of employment when vacated by its last remaining incumbent. No new
appointment may be made to a classification that has been designated as terminal.
Section 2. Special Pay Additives and Additional Compensation Provisions.
Bilingual Skill Pa v. Qualified employees who are assigned to positions involving the
regular and frequent use of bilingual skill in both English and either Spanish,
Vietnamese or any other language designated by the City Manager will be paid in the
highest amount as available to represented management employees. Incumbents of
positions where bilingual proficiency is essential to the performance of duties and
responsibilities of a critical and /or emergency nature, or of positions where bilingual
public contact is a major, essential or integral element of the work being performed, will
be paid in the highest amount as available to represented management employees.
Section 3. Administration and Applicability of the Compensation Plan
A. Unless specified otherwise herein, unrepresented Executive Management (EM)
employees will be subject to the same changes in compensation plan provisions,
including but not limited to, sick leave maximum accrual; bereavement leave; holidays;
longevity vacation cash out; health and dental Insurance; access to participation in the
City's Vision Plan; retirement; Retirement Health Savings Plan; and work week
Resolution No. 2015 -001
Page 3 of 15
schedule, as provided in the highest amount as available to represented management
employees on or after January 1, 2015.
B. Compensation Plan Implementation. Upon implementation of the basic salary
schedule set forth in Sub- section 1.B, of this Resolution, a current incumbent of an
Executive Management (EM) classification listed herein above will be placed at the
monthly rate in the assigned salary rate range which matches the incumbent's
assigned base monthly salary rate on the day preceding the effective date of this
Resolution.
C. Hiring Pay Policy. A newly hired Executive Management (EM) employee will be
compensated at a monthly rate within the lower third of the salary range (Steps 1
through 5) for his /her job classification as authorized by the appointing authority. When
economic conditions, unusual employment conditions, or exceptional qualifications of a
candidate for employment indicates a higher rate would be in the City's best interest,
the City Manager may authorize compensating the new employee within the middle
third of the salary range (Steps 6 through 10) but the higher starting salary will generally
not be above Step 8.
D. Rates of Pav for Temporary and Part -Time Work. When an employee is hired in
an Executive Management (EM) classification on a temporary basis, which is defined as
employment with an anticipated duration of less than six (6) months, or an employee is
hired in an Executive Management (EM) classification on a part -time basis, which is
defined as employment of forty (40) hours or less per semi - monthly pay period, the
employee will be paid at a rate per hour for actual time spent in the duties of his or her
employment. Rate per hour will be computed to the nearest whole cent by dividing the
classification's standard monthly rate of compensation by 173.33. A computation
resulting in exactly one -half (1/2) cent will fix the rate at the next higher whole cent.
E. Service. The word "service" as used in this Resolution will be deemed to mean
continuous, full -time service in the classification in which the employee is being
considered for salary advancement, service in the higher classification or service in a
classification allocated to the same salary rate range and having generally similar
duties and requirements. Employees hired after the first (1S) working day of the month
will not be credited with "time in service" for that month when determining the length of
service required for salary step advancement A lapse of service by an Executive
Management (EM) employee for a period of time longer than ten (10) calendar days by
reason of resignation, quit, or discharge, will serve to eliminate the accumulated length
of service time of such employee for the purpose of this Resolution.
F. Appointment or Promotion of Current Employee. An employee who is appointed
or promoted to an Executive Management (EM) classification from a represented
management or non- management classification of the City service will be placed at a
salary rate in the Executive Management (EM) salary rate range which provides a
minimum of a five percent (5 %) pay increase.
Resolution No. 2015 -001
Page 4 of 15
G. Reduction in Pa v. An Executive Management (EM) employee may receive a
reduction in salary on the basis of unsatisfactory work performance, conduct or other
reasons at the discretion of the City Manager.
H. Temporary Upgrade to an Executive Management (EM) Classification. Regular
employees of the City who are incumbents of classes of employment not included in this
Resolution and who are temporarily upgraded to an Executive Management (EM)
classification will receive a five percent (5 %) increase or the minimum rate of the
Executive Management (EM) salary range, whichever is higher, in accordance with
current upgrade provisions.
I. Reallocation of Salary Rate Ranges. When an employee is in an Executive
Management (EM) classification which is reallocated from the current salary rate range
to a different salary rate range, the employee will retain the same salary step he or she
held prior to the reallocation. The employee will retain credit for length of service in
such salary step towards advancement to the next higher salary step.
J. Y- Rating. In special circumstances the City Manager may approve
compensating an employee in excess of the salary range of the classification to which
he or she is assigned by "freezing" the employee's salary at the current rate. In such
cases, incumbents will not receive step increases or current and future general "across -
the- board" salary adjustments scheduled for other classes until the salary level is equal
to or greater than the "frozen" salary for the assigned classification.
K. Z- Rating. A Z -Rate is a special salary rate established by the City Manager
which allows an employee who has been reclassified to a classification at a lower salary
rate range to be paid at a rate of pay higher than that assigned to his or her reclassified
position title for a specified transition time period.
Section 4. Health and Welfare Benefits.
The following optional insurance benefits available to Executive Management (EM)
employees are provided through a cafeteria plan adopted in accordance with the
provisions of Internal Revenue Code § 125.
The City will contribute to the cafeteria plan in the highest amount as available to
represented management employees. Since the City contracts with CalPERS for
medical insurance, the amount described above will include the CalPERS statutory
minimum paid by the City.
A. Medical insurance. Eligible Executive Management (EM) employees may select
any of the medical insurance plan options offered by CalPERS.
B. Dental insurance. Eligible Executive Management (EM) employees will have the
ability to select either an HMO or PPO dental insurance plan.
Resolution No. 2015 -001
Page 6 of 15
C. Vision insurance. Eligible Executive Management (EM) employees will have the
ability to select vision insurance coverage through the City's insurance provider.
D. Cash -in -Lieu of Benefits. Executive Management (EM) employees will be eligible
to receive cash (subject to taxation as wages) through the cafeteria plan if they either
opt -out of receiving one of the optional benefits provided through the plan or if they
choose optional benefits that do not cost as much as the maximum dollar amount they
receive through the plan.
E. Employee Contributions for Benefits. If an Executive Management (EM)
employee chooses optional benefits whose aggregate premium cost exceeds the
maximum City Contributions to the Cafeteria Plan, the City will automatically deduct the
excess premium amount on a pre -tax basis from the employee's regular paycheck.
F. Disability Insurance. The City will pay one hundred percent (100 %) of the
premium cost for a long -term disability insurance plan under the policy it maintains on
behalf of its employees in order to provide Executive Management (EM) employees a
monthly benefit of sixty -six and two - thirds percent (66 2/3) of base monthly salary
(insured payroll), less offsets contained in the existing plan, to a maximum monthly
benefit of $5,000.
G. Life Insurance and Accidental Death & Personal Loss (AD &PL). The City will pay
one hundred percent (100 %) of the premium cost for term life and AD &PL insurance
coverage under the policy it maintains on behalf of its employees in order to provide
Executive Management (EM) employees with life and AD &PL insurance coverage in an
amount equal to three times the employee's annual rate of salary to a maximum of
$300,000 provided Executive Management (EM) employees can provide evidence of
insurability for coverage above $150,000 if so required by the terms and conditions of
said term life and AD &PL insurance policy.
In the event an Executive Management (EM) employee is determined to be ineligible for
said insurance coverage, the City will attempt to provide as much coverage as may be
obtained at a reasonable cost without having to provide evidence of insurability
Section 5, Leave Accruals and Cash -Out Provisions.
A. Paid Holiday Time Off. Executive Management (EM) employees are not required
to appear for work, except in emergencies, and will receive payment at his or her
current base salary rate for the following twelve (12) holidays during each year:
January 1't; third Monday in January; third Monday in February; last Monday in May;
July 4th; first Monday in September; November 11th, Thanksgiving Day and the day
immediately following (Friday); Christmas Day; the last working day before Christmas
Day (unless Christmas Day falls on Thursday, in which instance the day following
Christmas Day will be observed) and one (1) floating holiday. Any holiday which falls on
Sunday will be observed on the following Monday and any holiday which falls on a
Saturday will be observed on the Friday preceding the holiday.
Resolution No. 2015 -001
Page 6of15
B. Vacation Time Off. Executive Management (EM) employees will be granted
regular and longevity paid vacation leave on the same basis as provided to represented
employees of the City, with the exception that such affected employees will be granted:
1. Regular vacation with pay at the annual rate of fifteen (15) working days
for each of his or her first and second completed year of service.
2. An additional five (5) working days per year over the regular and longevity
vacation accruals applicable to represented employees of the City. Affected Executive
Management (EM) employees must take at least five (5) consecutive days of vacation
leave each year.
C. Longevity Vacation Credits for Newly -Hired Executive Management (EM)
Employees. The City Manager is authorized to grant to a person newly hired by the City
to a position designated as Executive Management (EM), longevity vacation credits in
the form of years of service to the City up to a maximum of 20 years. The credits will be
counted as completed years of service with the City for the purpose of calculating
longevity vacation accrual only. The longevity vacation credits will be added to the
years of service actually completed with the City of Santa Ana by the employee to
establish total years of service for the purpose of calculating longevity vacation.
D. Longevity and Vacation Pay Option. Once per fiscal year, Executive
Management (EM) employees will be given the option to receive cash compensation,
computed on a straight time basis, in lieu of up to five (5) working days of earned,
unused vacation benefits set forth in Section B.
E. Sick Leave Credits for New Hires. The City Manager is authorized to grant a
newly appointed Executive Management (EM) employee sick leave credits up to an
amount equal to any earned but unused sick leave credits available to such appointee
at the time of his or her separation from his or her most recent previous employer.
F. Payment for Unused Sick Leave. Executive Management (EM) employees will
be granted payment for unused sick leave on the same basis as provided to Santa Ana
Management Association (SAMA) represented employees of the City.
G. Paid or unpaid Administrative Leave Policy. The City Manager is authorized to
grant, at his or her discretion, paid or unpaid leave for Executive Management (EM)
employees.
Section 6. Retirement Plan Contributions.
A. The terms of the existing contract between the City and California Public
Employees' Retirement System (CaIPERS) governing the City retirement benefits of
Executive Management (EM) employees covered by this Resolution are incorporated by
reference herein. The City will make contributions to CaIPERS in accordance with its
contract with CaIPERS for employees covered by said contract as amended.
Resolution No. 2015 -001
Page 7 of 16
B. 2.7% at 55 Service Retirement Benefit for Classic Miscellaneous Members. The
City agrees to provide Executive Management (EM) employees covered by this
Resolution, and who are defined as Classic Miscellaneous Members under the
California Public Employees' Pension Reform Act (PEPRA) of 2013 (AB340), with the
2,7% at 55 Service Retirement benefit.
C. Payment of 2.7% at 55 Service Retirement Benefit. Classic Miscellaneous
Executive Management (EM) employees covered by this Resolution will contribute eight
percent (8 %) of CalPERS reportable compensation toward the employer cost of the
2.7% at 55 enhanced retirement formula. This payment will be implemented as cost -
sharing pursuant to Government Code Section 20516(f).
Pre - Taxable Benefit. To the extent permitted by CalPERS and Internal Revenue Service
regulations, this eight percent (8 %) employee contribution will be implemented through
payroll deductions on a pre -tax basis.
D. 2.0% at 62 Service Retirement Benefit for New Miscellaneous Members. The
City agrees to provide Executive Management (EM) employees covered by this
Resolution who were appointed to their classification on or after January 1, 2013, and
who are defined as new members under the California Public Employees' Pension
Reform Act (PEPRA) of 2013 (AB340), with the 2.0% at 62 Service Retirement benefit.
E. Payment of 2.0% at 62 Service Retirement Benefit. Executive Management
(EM) employees defined in 6.D. (above) will contribute at least 50% of normal cost of
the 2.0% at 62 retirement benefit.
Pre - Taxable Benefit. To the extent permitted by CaIPERS and Internal Revenue Service
regulations, the City will make the above employee deductions pre -tax contributions.
F. 3% at 50 Service Retirement Benefit for Classic Safety Members. The City
agrees to provide Executive Management (EM) employees covered by this Resolution,
and who are defined as Classic Safety Members under the California Public Employees'
Pension Reform Act (PEPRA) of 2013 (AB340), with the 3% at 50 Service Retirement
benefit.
G. Payment of 3.0% at 50 Service Retirement Benefit. Classic Safety Executive
Management (EM) employees covered by this Resolution will contribute nine percent
(9 %) of CaIPERS reportable compensation toward the employer cost of the 3.0% at 50
enhanced retirement formula. This payment will be implemented as cost - sharing
pursuant to Government Code Section 20516(f).
Pre - Taxable Benefit. To the extent permitted by CalPERS and Internal Revenue Service
regulations, this nine percent (9 %) employee contribution will be implemented through
payroll deduction on a pre -tax basis.
H. 2.7% 0) 57 Retirement Benefit for New Safety Members. The City agrees to
provide Executive Management (EM) employees covered by this Resolution who were
Resolution No. 2015 -001
Page 8 of 15
appointed to their classification on or after January 1, 2013, and who are defined as
new members under the California Public Employees' Pension Reform Act (PEPRA) of
2013 (AB340), with the 2.7% @ 57 Service Retirement benefit.
I. Payment of 2Y% at 57 Service Retirement Benefit, Executive Management
(EM) employees defined in 6.H. (above) will contribute at least 50% of normal cost of
the 2.7% at 57 retirement benefit.
Pre - Taxable Benefit. To the extent permitted by CaIPERS and Internal Revenue Service
regulations, the City will make the above employee deductions pre -tax contributions.
J. Final Compensation for Pension Calculation. Final compensation for Classic
Safety and Classic Miscellaneous Members will be based on the highest annual
average compensation earnable during the 12 consecutive months immediately
preceding the effective date of his or her retirement, or some other 12 consecutive
month period designated by the member.
Final compensation for Safety and Miscellaneous Members who are defined as New
Members under PEPRA will be based on the highest annual average compensation
earnable during the 36 consecutive months immediately preceding the effective date of
his or her retirement, or some other 36 consecutive month period designated by the
member.
K. Military Service Credit as Public Service. An Executive Management (EM)
employee covered by this Resolution will be permitted to purchase up to four (4) years of
service credit for any continuous active military or merchant marine service prior to
employment. The cost to purchase this service credit is subject to CaIPERS Regulations
and calculated using a present value method.
L. Deferred Retirement for Classic Safety and Classic Miscellaneous Members as
defined in Section B and F (above). The City will continue to make payments to
CalPERS on behalf of each eligible affected employee in an amount necessary to pay
one hundred percent (100 %) of his or her individual retirement contribution which is
equal to eight percent (8 %) of reportable compensation for Classic Miscellaneous
Members and nine percent (9 %) for Classic Safety Members. Such payments will be
credited to the individual employee's CalPERS account.
Such payments are not an increase in base salary and no salary rate range applicable
to any of the employees covered by this Resolution will be changed or deemed to have
been changed by reason thereof. As a result, the City will not treat these payments as
ordinary income and thus will not withhold federal or state income tax from said
payments. The City previously received a ruling from the Internal Revenue Service
confirming that such payments are deferred compensation and not ordinary income. In
the event that the City receives a new ruling from the Internal Revenue Service that
such payments are ordinary income of the employees instead of deferred
compensation, the City's obligation to make such payments will discontinue and in place
thereof the reportable compensation of each Classic Miscellaneous Member eligible for
Resolution No. 2015 -001
Page 9 of 15
the 2.7% at 55 Benefits Formula will be increased by eight percent (8 %) and each
Classic Safety Member eligible for the 3% at 50 Benefits Formula will be increased by
nine percent (9 %).
For the purpose of reporting an employee's compensation to CalPERS, the City will
include these payments as if they were a part of the employee's reportable
compensation.
Section 7. Tuition Reimbursement. Executive Management (EM) employees are
eligible to participate in the Training and Education Assistance Program provided for all
regular, full -time employees of the City. Reimbursement will be based on the cost of
tuition, required enrollment /registration fees, miscellaneous fees (health, parking,
student union fees, etc.) and all required texts, eBooks and related material for each
course. Maximum tuition reimbursement will be paid in the highest amount as available
to other represented employees.
Section 8. Medical Retirement Subsidy Plan.
A. The City's current annual contribution towards the Medical Retirement Subsidy
Plan for Executive Management (EM) employees covered under this Resolution is
1.75% of the base salary, which is based on the first payroll period in October and
deposited no later than October 31St of each year.
B. The plan will be administered by the City, at no cost to Executive Management
(EM) employees pursuant to the written directives of Executive Management (EM)
employees. The funds contributed by the City will be maintained in such a manner as to
ensure that the funds are invested in a reasonably secure plan that bears a reasonable
rate of interest /growth given current financial markets. For purposes of this Resolution,
investments made pursuant to the then current Statement of Investment Policy for the
City of Santa Ana, will be deemed to meet the requirements of this section. This
program is for medical insurance premium reduction only.
C. Effective November 28, 2011, the City adopted a resolution authorizing
implementation of the "Vantage Care" Retirement Health Savings Plan (RHS), which
designated ICMA -RC as the administrator of the plan.
1. The City agrees to amend the current contract with ICMA -RC to allow
unrepresented Executive Management (EM) employees to participate in the Retiree
Health Savings Plan upon approval of the majority of Executive Management (EM)
employees.
2. Upon establishment of the RHS and adoption of the RHS plan by
Executive Management (EM) employees, and upon instructions from Executive
Management (EM) employees the City's annual contribution of 1.75% deposited in the
Medical Retirement Subsidy Plan will cease. Concurrently with said cessation, the City
will increase the base pay of each Executive Management (EM) employee by 1.25%
with said amount being deposited into employees' individual RHS accounts each pay
Resolution No. 2015 -001
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period. This 1.25% increase in base is in -lieu of the Annual City Contribution of 1.75%
paid to the Medical Retirement Subsidy fund in October each year.
3. If said RHS Plan is established after the annual payment of 1.75% into the
existing Medical Retirement Subsidy plan has been made, the salary adjustment and
deposit into the RHS of the 1.25% described in paragraph 8.C.2. above will be effective
July 1, 2015,
4. Upon approval to participate in the RHS, Executive Management (EM)
employees will determine how the existing Medical Retirement Subsidy Plan funds will
be distributed among its membership and, if applicable, its retired members. Executive
Management (EM) employees will dissolve the existing Medical Retirement Subsidy
plan by June 30, 2016, unless said deadline has been extended by mutual agreement
of Executive Management (EM) employees and the City.
Section 9. Auto Allowance. With the exception of the Police Chief who receives a City
vehicle, the City will contribute five hundred dollars ($500) per month to each Executive
Management (EM) employee to offset reasonable and necessary expenses for the
operation, maintenance and insuring of an automobile. In lieu of receiving five hundred
dollars ($500) per month, the employee may request and be provided with an optional
vehicle. This provision is in accordance with and as specified in Section 2 -300, Division
1, Article IV, Santa Ana Municipal Code.
Section 10. Deferred Compensation. The City has established and maintains a
deferred compensation plan pursuant to the provisions of Section 457(b) of the Internal
Revenue Code. Executive Management (EM) employees covered under this resolution,
at his or her sole discretion, may defer to have deposited into the City's 457(b) plan a
portion of his or her compensation up to the maximum amount permitted by law.
The City is desirous of establishing a 401(a) deferred compensation plan. As
permissible by law the City will establish a 401(a) deferred compensation plan at a
future date. Executive Management (EM) employees covered under this resolution, at
his or her sole discretion, may defer to have deposited into said 401(a) plan upon its
establishment a portion of his or her compensation up to the maximum amount
permitted by law.
All contributions into the 457(b) and 401(a) plan are voluntary employee contributions
and will meet the requirements of the Internal Revenue Code.
Section 11. Unrepresented Executive Management (EM) Performance -Based
Evaluation System. The provision of the unrepresented Executive Management (EM)
performance -based evaluation system are as follows:
11.1 Purpose. The basic purpose of the performance -based evaluation system
is to help attract, retain and motivate highly competent Executive Managers and to
provide them with a strong incentive to excel.
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11.2 Specific Compensation Determination.
A. The City Manager is hereby given the authority to set the individual
compensation, to make adjustments thereto and to make appointments at any salary
within the established range for all executive positions except the City Manager, the City
Attorney, and the Clerk of the Council, which will be made by the City Council.
B. The City Manager will establish performance criteria and appraisal
guidelines to be utilized in setting individual compensation for Executive Management
(EM) employees.
C. After the salary of an employee has been first established and fixed under
this plan, salary advancement through the remaining steps of the 15 -step salary rate
range will be based on the results of an annual performance evaluation.
11.3 Evaluation System Components. The evaluation system will be comprised
of the following components:
A. Annual Objectives. The system will include a list of outcome - based,
measurable objectives to be achieved which have been mutually agreed upon between
the appropriate appointing authority and each individual manager subject to his or her
authority. A relative weight will be assigned to each objective listed with a minimum
weight of 10% and all must total 100 %.
B. Managerial Behaviors. In addition to his or her performance in achieving
agreed upon objectives, each Executive Manager will also be evaluated for his or her
managerial behavior performance, including such behavior as communication (oral or
written), analysis and problem solving, decision - making and judgment, planning and
organization, management control, leadership, interpersonal relations, time -
management, technical knowledge, handling of stress, etc.
11.4 Performance Evaluation Guidelines.
A. The City Manager will annually evaluate the performance of each of his or
her Executive Management (EM) employees annually to determine their individual
eligibility for a performance increase and how much, if any, increase will be given. Such
annual performance evaluation will occur once a year and will cover the twelve month
period preceding that date. Additionally, at least one informal mid -year progress review
will be held between the City Manager and each of his or her Executive Management
(EM) employees.
B. Performance Ratings. Each manager's performance in relation to his or
her agreed upon annual objectives and managerial behaviors will be evaluated
according to the following performance rating scale:
Point Rating Performance Levels
3 Significantly Exceeds Expectations:
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Consistently exceeds all objectives requirements and
expectations by a wide margin.
Exceeds Expectations:
Consistently meets all objectives and requirements
and exceeds several.
Meets Expectations:
Meets objectives and requirements.
0 Below Expectations:
Fails to meet some objectives and requirements.
1 Unacceptable:
Performance is significantly below the minimum
required.
11,5 Performance -Based Salary Adjustments. Each Executive Management
(EM) employee may be eligible to receive an annual performance- based, in -range
salary increase and /or one -time monetary payment based on a percentage of current
annual rate of base salary, or be subject to a performance -based salary reduction, in
accordance with the following:
A. For overall performance rated as "Significantly Exceeds Expectations,"
either step increases or one -time monetary payment or a combination of step increases
and one -time monetary payment not to exceed seven and one -half percent (7.5 %) in
toto.
B. For overall performance, rated as "Exceeds Expectations," either step
increases or one -time monetary payment or a combination of a step increase and one-
time monetary payment not to exceed five percent (5 %) in toto.
C. For overall performance rated as "Meets Expectations," a one -time
monetary payment in an amount up to but not to exceed two and one -half percent
(2.5 %) of current annual rate of base salary or advancement of one step (2.5 %) within
the salary rate range,
D. For overall performance rated as 'Below Expectations," no performance
salary increase or monetary incentive payment.
E. For overall performance rated as "Unacceptable," no performance salary
increase or monetary incentive payment. Additionally, any Executive Management
(EM) employee who has received such a rating and who is being paid at a step higher
than the minimum rate of the salary rate range, may be reduced by one or more steps
at the discretion of the City Manager.
F. Application of Guidelines.
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1. If an Executive Manager who is recommended for a performance
increase is at the maximum of his or her salary rate range, then the entire performance
increase must be awarded the equivalent amount in a one -time monetary incentive
payment.
2. Any one -time monetary incentive payment granted under this plan
is not an increase in base salary and no salary rate range applicable to any
management employee covered by this Resolution will be changed or deemed to have
been changed by reason of such payment.
3. The City Manager will be responsible for the development and
administration of detailed administrative procedures and guidelines for the consistent
and effective application of the unrepresented Executive Management (EM)
performance -based evaluation system. Such procedures and guidelines will define how
performance objectives, measures and standards are developed; when and how
performance reviews are to be carried out; how performance component ratings and
composite ratings will be scored; and how performance salary increase and monetary
incentive payment options are to be exercised.
Section 12. Miscellaneous Provisions
A Catastrophic Leave Donation. Executive Management (EM) employees will be
eligible to donate and receive catastrophic leave donations as provided to all other
represented employees.
C. Electronic Device Stipend. Executive Management (EM) employees who use their
own personal electronic devices for City business in lieu of receiving a City owned
device will be eligible to receive a stipend at a level matching that received by SAMA
employees.
B Other Unrepresented Executive Management (EM) Employee Rights and
Privile es. Each employee in a classification of employment designated in Sub - section
I.A. of this Resolution as unrepresented Executive Management (EM) will continue to
enjoy the same rights and privileges to which they were entitled under Resolution 91-
066 unless otherwise amended, altered or eliminated herein.
Section 3: That Resolution No. 91 -066, as amended, is hereby rescinded in its entirety
Section 4: This Resolution is operative from and after January 1, 2015.
ADOPTED this 201h day of January, 2015.
Resolution No, 2015 -001
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APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:' Ddll.'K&'J"
Sonia Carvalho
AYES: Councilmembers: Amezcua, Benavides, Pulido, Revna, Sarmiento
Tinaiero (6)
NOES: Councilmembers: Martinez (1)
ABSTAIN: Councilmembers: None (0)
NOT PRESENT: Councilmembers: None (0)
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council,
Resolution No. 2015 -001 to be the original
City of Santa Ana on January 20, 2015.
Date: _ !>
do hereby attest to and certify the attached
resolution adopted by the City Council of the
Clerk of the Council
City of Santa Ana
Resolution No, 2015 -001
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