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HomeMy WebLinkAboutAgreement_General_11/10/2016 (16) �Z EMPOWER �Qti�I,�rv�0 GREAT -WEST LIFE & ANNUITY INSURANCE COMPANY RECORDKEEPING SERVICES AGREEMENT Employer shall mean the Plan Sponsor or Plan Administrator as dictated by the context Employer retains Great -West Life & Annuity Insurance Company (hereinafter referred to as "Empower "), a corporation with its home office in Greenwood Village. Colorado. and /or any successor assign or affiliate, to perform the services described in this Recordkeeprng Services Agreement ('Agreement) in accordance with Employers defined contribution plan (the Plan') established pursuant to Internal Revenue Code of 1986 as amended ( "Code ") Section 401(a). 401(k) or 457(b) Empower' and Empower Retirement' refer to the products and services offered in the retirement markets by Great -West Life & Annuity Insurance Company and its subsidiaries The Agreement shall include this base Agreement as well as the attached Schedule of Services and a separately executed fee schedule or fee proposal ( "Fee Schedule ") I. Services Provided by Empower under this Agreement A Empower will provide the services to the Plan(s) as set forth In the Schedule of Services. as a nondiscretionary service provider directed by Employer in compliance with applicable laws and regulations Employer acknowledges that the services of Empower are ministerial and do not involve the exercise of any discretion that would cause Empower to be a fiduciary or Plan Administrator as defined under the Code, or the Investment Advisors Act of 1940 or state law. as applicable The parties agree that purchases and sales of securities at the direction of Plan Participants will be effected through GWFS Equities. Inc a broker /dealer affiliate of Empower Instructions for the purchase sale exchange or transfer of shares on behalf of the Plan shall be transmitted to GWFS Equities. Inc for processing B. Empowers agreement to provide any, or all of the services set forth in this Agreement, per the attached Schedule of Services, is contingent upon timely receipt of all information Empower deems necessary to support such services(s) Empower may provide specified additional services as Employer and Empower may agree upon in writing from time to time as described In the Schedule of Services and Fee Schedule If Empower performs any additional service(s) Employer agrees to pay the fees applicable to such service(s) II. Responsibilities of Employer under this Agreement Employer. a designated employee, or a third party named in the plan document (other than Empower or one of its affiliates) will be the °Plan Administrator and named 'fiduciary" for purposes of the Code, If and as applicable Employer Is solely responsible for ensuring the Plan(s) is qualified and Is being operated In accordance with all applicable laws If this Plan is a continuation of a prior plan Employer represents that this Plan does not offer benefits that are more restrictive than the prior plan and that Employer and /or any service providers for the Plan administered such Plan in accordance with applicable law and with the Plan provisions as written and any changes required by law Employer acknowledges that it has its own tax and legal counsel to provide guidance with respect to the Plan and Its operation SA for Village of Tcquesta 457 1011 lo I V EMPOWER Employer recognizes that Empower cannot effectively perform the services and that the Plans) cannot operate successfully without Employer cooperation Employer agrees to perform all duties described in this document as well as any duties it undertakes pursuant to the terms of the applicable Plan and /or Trust documents A. Providing Necessary Information 1. Employer or its designee including any third parties retained by Employer, shall provide all information necessary for Empower's performance of the agreed -upon services in a manner and format acceptable to Empower 2. Each party agrees to bear its own interconnect transmission costs and to be responsible for its own acts and omissions relating to transmitting receiving storing securing and handling documents Each party at its own expense shall use commercially reasonable efforts to provide and maintain the equipment, software, services and testing necessary to effectively and reliably send and receive electronic documents Employer acknowledges that Empower shall not bear any responsibility for any penalties or other costs incurred as a result of Employer's failure to provide such information in a timely or secure manner Employer further acknowledges that Empower may charge an additional fee as disclosed in the Fee Schedule if any necessary informations not provided in a timely manner or in a format readily usable by Empower Employer agrees that Empower shall be entitled to fully rely upon the accuracy and completeness of information submitted by a Participant, Beneficiary Alternate payee. Employer and Employer's designee. and that Empower will have no duty or responsibility to verify such information 3. Unless otherwise agreed to in writing, Employer agrees to make all Participant eligibility determinations enroll Participants through enrollment forms signed by Employer and transmit all Participant enrollment information to Empower 4. Unless otherwise agreed to in writing upon the death of a Participant Employer agrees to provide Empower with the name(s) of the Participants beneficiary or beneficiaries B. Remitting Contributions and Allocation Instructions Employer agrees to remit initial and recurring contributions electronically via Empowers Plan Sponsor website, the Plan Service Center ( PSC' ), or another mutually agreed -upon manner Contribution checks or wires and paper allocation reports will be accepted for individual Participant qualified rollover contributions and for bulk transfers of Plan assets from prior vendors if applicable Empower reserves the right to charge additional fees as disclosed in the Fee Schedule for certain nonstandard contribution formats Employer acknowledges that Empower reserves the right to either reject Contributions remitted via ACH without proper proceeds or assess an additional processing charge. and Empower reserves the right to reject all future ACH Contribution remittances from the Employer C. Fulfilling Plan Document Responsibilities Employer has the sole responsibility to ensure that the Plan documents are accurate and complete and that the Plan is being operated in accordance with its terms and applicable law If the plan document is not provided by Empower Employer shall provide Empower with a signed copy of the Plan document and all amendments to the Plan document within thirty (30) days after such document and /or amendment is adopted SA for Village ofTequesta457 10.31.16 V EMPOWER Employer shall be responsible for ensuring that any applicable notice and disclosure requirements are being met in conformance with legal and regulatory guidelines D. Requirement to Appoint a Trustee 1. Employer has the sole responsibility to determine whether to appoint a trustee that will provide trust services to the Plan If Employer chooses to fund the Plan exclusively through a Great -West Life & Annuity Insurance Company group annuity contract, if available the annuity contract may be used in lieu of a separate trust agreement and the Employer will be considered the deemed trustee If a trust agreement is used the Employer agrees to have the trustee execute such agreement and all other documents required to establish and operate the trust 2. If Employer chooses a custodial or trust account, then the trustee or custodian must be able to interface with the recordkeeping system in a 'passive role and all assets must be transferred to the omnibus custodial bank account Employer agrees to require the trustee or custodian to provide to Empower all information in the possession of trustee or custodian that is necessary for the performance of all applicable duties in this Agreement 3. If Employer chooses to retain Wells Fargo Bank, N A ( "Wells Fargo) to serve as a Plan trustee or custodian Employer agrees to execute any and all documents required to establish the trust or custodial account If Employer another entity or named employees serve as trustee of the Plan and Wells Fargo does not serve as trustee. Employer agrees to enter into a custodial agreement or other applicable agreement with Wells Fargo for the receipt of contributions 4. Employer acknowledges that any change to the trustee and /or custodial setup or relationships during implementation may delay the Effective Date E. Monitoring Contributions and Approving Distributions 1. Employer acknowledges its sole responsibility to monitor the amount and /or timeliness of contributions made to Employers Plans) 2. Unless otherwise agreed to in writing, Employer agrees to provide a signature authorization for all requests for distribution allowed under the Plan F. Selecting, Changing and Overseeing Investment Options 1. Employer is responsible for the selection of all investment options made available under the Plan based on Employers independent evaluation or that of its registered investment advisor consultant or broker. as applicable Employer acknowledges that the Effective Date of the Plans transition to Empower may be delayed if there is a change in the investment option selections As part of the recordkeeping services provided by Empower to the Plan. the Plan's assets may be invested in a Great -West Life & Annuity Insurance Company group annuity contract and/or an array of mutual funds (such annuity contract and /or array of funds to be referred to herein as the "Investment Program ") Empower may add delete and /or replace available investment options offered in the Investment Program with at least sixty (60) days written notice to the Employer or Plan fiduciary This notice shall explain the fund change, communicate the timeline and effective date of the fund change. provide SA for Village of Tequesta 457 _ 10.31.1 b �1 EMPOWER information on fees received by Empower or an affiliate from a fund company, and explain the Employer's or Plan fiduciary's right to opt out of the change Employer or Plan fiduciary shall have approved such change unless Employer's or Plan fiduciary's written objection is received by Empower within the sixty (60) day notice period If the Employer or Plan fiduciary provides written objection to Empower within the sixty (60) day notice period. Empower will not make the fund change at issue. If the Employer or Plan fiduciary objects to the fund change Empower may terminate this Agreement but will continue to provide services to the Employer or Plan fiduciary for at least sixty (60) days after the effective date of the fund change before the cessation of services 2. If Employer selects investment options outside the Investment Program. Empower may agree to record keep such options as part of its services under this Agreement subject to Empowers prior written approval 3. If allowed with the Investment Program, Employer may request an addition, deletion. and /or replacement with respect to investment options available in the Plan Employer must provide Empower with notice of the intended change sixty (60) days prior to the intended date of the fund lineup modification Empower must confirm. in writing, its ability to administer any requested fund additions deletions and/or replacements prior to these changes being implemented Once Empower receives notice of such fund change request. Empower will assess the Plans pricing and the selected fund company's administrative requirements Empower reserves the right to decline a fund change request if Empowers unable to administer the fund requested Additionally. Empower reserves the right to reevaluate and modify the Fee Schedule as part of the request. and the Employer acknowledges that such a request could impact the fees paid by the Plan or Employer The Employer shall provide sufficient notice of the Plan's desired fund change to provide Empower with the opportunity to conduct the necessary review and to ensure that Plan participants can be provided with notification of fund changes at least 30 days prior to the effective date of the change If applicable. Employer agrees to cooperate with Empower to create and deliver all necessary participant communications, and acknowledges that there may be an additional cost for such communications 4. If an investment option offered by a third -party investment option provider and selected by Employer is no longer available. Empower will notify Employer as soon as practicable after the third -party investment option provider notifies Empower S. If Employer offers Plan investment options that are record kept outside of the Agreement ( "Outside Assets ) , Employer hereby instructs Empower to restrict any and all transfers between the Outside Assets and the Plan assets record kept under this Agreement. If Employer has selected a Great -West West Life & Annuity Insurance Company annuity product. Employer affirms that any provision(s) of the group annuity contract to the contrary are inoperable with respect to the Plan 6. Employer acknowledges that prospectuses for the selected investment options, as applicable. will be made available electronically through one or more websites maintained by Empower or its affiliates (the °Websites ") G. Acknowledgement of Transfer Limitations Employer acknowledges that the Securities and Exchange Commission requires mutual fund companies to establish procedures to prevent market timing and excessive trading a SA for Village of Tequesta 457 10. i 1.16 1 1 EMPOWER Employer hereby 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 attached as an exhibit to this Agreement, as amended from time to time H. Paying Fees 1. The initial Fees are as set forth in the Fee Schedule, group annuity contract, if any or other document signed by the Employer 2. To the extent not paid by the Plan. Employer agrees to pay Empower for services provided to the Plan 3. Empower reserves the right to change its fees upon sixty (60) days' advanced written notice to Employer 4. All fees must be paid within thirty (30) days of Empowers invoice to Employer unless another arrangement has been pre- approved by Empower in writing. In the event any charges or fees reasonably and properly chargeable under the terms of this Agreement. including the annuity contract, Fee Schedule or other applicable documents signed by Employer, remain unpaid for sixty (60) days Employer instructs Empower to deduct such charges from the Plan and Employer affirms that the Plan document specifically allows such deduction from the Plan Empower will notify Employer prior to making this deduction and will continue to deduct charges and fees quarterly from the Plan until Employer provides written instructions to reinstate billing To the extent that the forfeiture or other Plan accounts would not pay Plan expenses under the Plan document or the Plan accounts are insufficient. Empower is instructed to allocate such fees to the Participant accounts. and to the investment choices in which the Participant accounts are invested. on a pro rata basis using Participant account and investment option balance ratios as of the date of deduction 5. Other Payments Employer may direct Empower in writing to deduct other legitimate Plan expenses from the trust to the extent Employer has determined that deduction is specifically allowed by the Plan document and to remit to the party designated by the Employer Employer agrees to amend the Plan document if necessary to provide for the payment of expenses from Plan assets consistent with the foregoing 6. Empower and /or one or more of its affiliates may receive fees from mutual fund families and other investment providers for providing certain administrative and /or other services Empower will provide additional information upon request at any time during the term of this Agreement including. but not limited to at the beginning of the term of this Agreement and /or in the event a change to the Plans Investment Program is made as described in Section F 1 above III. General Provisions A. Effective Date and Renewal 1 The Agreement shall be effective as of the Effective Date specified in the Signature Page appended hereto 2 Unless terminated in accordance with the applicable provisions of this Agreement this Agreement shall renew annually on the anniversary of the Effective Date. SA for Village of Tcquesta 457 _ 10.3 1.16 V EMPOWER B. Notice 1. Unless otherwise agreed in writing the parties shall submit any notice demand consent or other communication required or provided under this Agreement in writing and either delivered personally, set by overnight delivery courier, or sent by certified or registered mail, postage prepaid. return receipt requested to the representative designated below All notices shall be sent to Empower as set forth below and to the most current Employer and Trustee address on file with Empower All notices sent shall be effective upon receipt 2. If sent to Empower Great -West Life & Annuity Insurance Company Retirement Services division Brent Neese Senior Vice President 8515 E Orchard Rd Greenwood Village. CO 80111 Cc Great -West Life & Annuity Insurance Company General Counsel 8515 E Orchard Rd Greenwood Village, CO 80111 C. Counterparts This Agreement may be executed simultaneously by the parties hereto in one or more separate counterparts, each of which, when so executed and delivered. shall be an original but all of which shall together constitute one and the same instrument Each counterpart may consist of a number of copies hereof. each signed by less than all but together signed by all of the parties hereto D. Bank Credit Disclosure Empower 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 Empower are aggregated with credits and /or interest earned by Empower affiliates and will be used to defray the aggregate expenses for the maintenance of bank accounts Empower 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 (u) proceeds from investment option redemptions where Plan distribution checks have not been presented for payment by Plan participants Credits and /or interest (p 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 Plan 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 again the account, as applicable Earnings of credits and /or interest are at the rate the bank provides from time to time E. Error Correction For purposes of this section, 'Empower refers to Great -West Life & Annuity Insurance Company and certain of its affiliates If Empower as the recordkeeper makes an error SA for Village of Tequesta 457 10.31.16 -�Z EMPOWER that results in an investment transaction gain or loss, and it is brought to Empowers attention within ninety (90) days after the Participant statement date following the occurrence of the error. Empower 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 Empowers attention within ninety (90) days after the statement date following the occurrence of the error. the error will be corrected prospectively If a correction is made at Empower's expense and results in a net loss. Empower will bear the loss However, if the correction results in an unintended net gain. Empower 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, Empower may consider an exception to the above and make a correction at Empower's expense If Employer requests such an exception based on the circumstances identified. a correction will not be unreasonably denied based on industry standards In no event will Empower be responsible for the expense of retroactive correction caused by an error or miscommunication committed by a Participant, Employer or other third party In such case. Employer shall instruct Empower how it wishes any resulting gain to be allocated or loss to be funded Review of Reports. The Employer and Participants are responsible for reviewing and monitoring reports regarding Plan activity, transactions and investments to verify that the investments indicated in the reports properly reflect the investment instructions provided by the Employer or the investment elections made by Participants as applicable Empower's performance of its obligations under this Agreement shall be conclusively presumed to be accurate unless the Employer or a Participant provides Empower with proper notice of discrepancies F. Indemnification and Liability Empower agrees to indemnify the Employer from and against any and all expenses, costs, reasonable attorneys fees. settlements, fines, judgments. damages, liabilities, penalties or court awards asserted by a third party (collectively. "Damages ") to the extent resulting from Empower's breach of this Agreement. negligence. or willful misconduct Notwithstanding anything to the contrary herein. Empower shall not be liable to Employer for and Employer will indemnify Empower from and against, any Damages resulting from 1) any acts or omissions undertaken at the direction of the Employer or any authorized agent thereof. or 2) any direction of any third party retained by the Employer to provide services relating to the Plan. including but not limited to prior service providers, investment advisors, or any authorized agent thereof Employer acknowledges that Empower, its affiliates, and their directors officers employees and authorized representatives are not responsible for investment performance of any Investment Options under the Plan G. No Liability for Actions of Prior Service Providers Empower shall not be responsible for any Damages resulting from a prior service providers performance or non - performance of services or from its actions, inactions or decisions and Employer agrees to defend, indemnify and hold Empower harmless SA lift Village of Ieyuesta457 10.3116 EMPOWER against all such Damages Empower shall have no duty to verify the accuracy or correctness of services performed prior to the Effective Date H. Public Records Notwithstanding any other language in this agreement to the contrary and in accordance with Sec 119 0701, Florida Statutes the Empower must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described therein Upon request from the Villages custodian of public records the Empower must provide the Village with copes of requested records . or allow such records to be inspected or copied within a reasonable time in accordance with access and cost requirements of Chapter 119. Florida Statutes Should the Empower fail to provide the public records to the Village, or fail to make them available for inspection or copying, within a reasonable time may be subject to attorneys fees and costs pursuant to Sec 119 0701, Florida Statutes. and other penalties under Sec 119 10 Florida Statutes Further, the Empower shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described therein are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Empower does not transfer the records to the Village Finally upon completion of the Agreement. the Empower shall transfer at no cost to the Village, all public records in possession of the Empower or keep and maintain public records required by the Village If the Empower transfers all public records to the Village upon completion of the Agreement the Empower shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements If the Empower keeps and maintains public records upon completion of the Agreement. the Empower shall meet all applicable requirements for retaining public records Records that are stored electronically must be provided to the Village, upon request from the Villages custodian of public records in a format that is compatible with the Villages information technology systems IF EMPOWER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES. TO IT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768 -0685, OR AT Imcwilliams @tequesta.org, OR AT 345 TEQUESTA DRIVE. TEQUESTA, FLORIDA 33469. I. Inspector General Pursuant to Article XII of the Palm Beach County Charter. the Office of the Inspector General has jurisdiction to investigate municipal matters review and audit municipal contracts and other transactions and make reports and recommendations to municipal governing bodies based on such audits reviews or investigations All parties doing business with the Village of Tequesta shall fully cooperate with the inspector general in the exercise of the inspector generals functions authority and power The inspector general has the power to take sworn statements, require the production of records and to audit monitor. investigate and inspect the activities of the Village as well as contractors and lobbyists of the Village in order to detect deter prevent and eradicate fraud waste mismanagement misconduct and abuses SA for Village of Tequesta 4S7 10.3 1.16 1 � EMPOWER J. Dispute Resolution 1 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 i own expenses 2 Litigation If the dispute has not been resolved by non - binding mediation as provided for in paragraph A above within ninety (90) days of the initiation of such procedure ether 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 K. Governing Law This Agreement shall be construed and enforced in accordance with and governed by the laws of the Employers state of residence without regard to conflict of law principles L. Termination This Agreement may be terminated by either party with sixty (60) days advance written notice to the other party unless Employer and Empower mutually agree in writing to a shorter notice period 1. Employer acknowledges that mutual fund investment options will be pad within seven (7) calendar days following the termination date Investments held under other contracts will be transferred in accordance with the terms of such contracts Employer hereby instructs Empower to deduct any and all outstanding expenses and fees owed to Empower from Plan assets on the termination date, unless paid by Employer 2. Upon termination of this Agreement. Empower will cease to provide services and will have no further liability for such services Employer acknowledges that after the termination of this Agreement. Employer will be responsible for performing all actions required to be taken with respect to the Plan including but not limited to performing applicable compliance testing and processing of contributions loans and distributions and the distribution of forms to Participants Upon notice of termination, Employer may request in writing that Empower provide Employer, or a designated successor service provider, with Plan data and other information residing on Empower's recordkeeping system in Empower standard format or otherwise readily available as determined in the sole judgment of Empower Empower will work with Employer and any successor service provider in a reasonable manner as any such transition is made Employer will promptly reimburse any fees costs or expenses incurred by Empower in connection with the provision of SA for Village of f cyuesra 1i7 10. ;1.10 1 � EMPOWER such records and other information in excess of Empowers standard format Employer agrees to assist Empower to facilitate such distributions 3. If the Plan terminates. Empower may utilize any procedures promulgated by the U S Department of Labor if applicable or other applicable regulatory agencies for abandoned or orphaned plans, including the facilitation of distributions to Payees and any other required plan termination requirements M. Survival The provisions of the following sections shall survive the termination of this Agreement Paying Fees, Indemnification and Liability. No Liability for Actions of Prior Service Providers, Dispute Resolution. Governing Law Termination. Survival. Severabildy Third - Party Beneficiary Rights. Affiliates Agents and Subcontractors. Force Maleure Records Retention Intellectual Property. Confidentiality. Privacy, and Websites N. Modification, Waiver and Consent 1 Except as otherwise provided in this Agreement. no modification or waiver of any provision of this Agreement and no consent by either party to any deviation from its terms by any other party shall be effective unless such modification waiver or consent is in writing and signed by all parties For purposes of this section of this Agreement writing signed by the parties shall be deemed to include electronic mad transmissions only if such transmissions include PDF or other facsimile transmissions clearly reproducing the manual signature of an officer of each party who is authorized to execute an amendment of this Agreement and specifically referencing this section of this Agreement Any Empower policies that are attached to this Agreement as exhibits may be modified by Empower at any time and will be provided by Empower to Employer in their updated form 2. The modification. waiver or consent shall be effective only for the period, on the conditions and for the specific instance and purposes specified in such writing 3. Mutually agreed -upon, written modifications which alter the terms of the Schedule of Services or the Fee Schedule or Fee Proposal may be reflected in a new version of such document, which will be produced by Empower and made available to Employer and which shall replace all prior versions of such document(s) 4 Failure of either parry to insist on strict performance of any of the terms and conditions herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any prior or subsequent default of the terms and conditions hereof O. Binding Effect and Entire Agreement 1. This Agreement shall be binding upon and inure to the benefit of each of the parties their successors and permitted assigns provided, however, that neither party may assign its rights or obligations hereunder without the other party's prior written consent except as specified in the 'Affiliates. Agents and Subcontractors" section Iu SA for Village of Tequesla 457 10.31.16 V EMPOWER 2. This Agreement including the Schedule of Services Fee Schedule or Fee Proposal and any amendments thereto and all Sections attached to and made a part of this Agreement. are intended by the parties as a final expression of their agreement and as a complete and exclusive statement of its terms No course of prior dealings between the parties shall be relevant or admissible to supplement. explain or vary any of the terms of this Agreement. No other representations, understandings or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein 3. This Agreement supersedes any and all prior Agreements covering the services to be provided to the Plan(s) executed or entered into prior to the Effective Date of this Agreement P. Severability If any word, phrase paragraph provision or section of this Agreement shall be held . declared, pronounced or rendered invalid, void. unenforceable or inoperative for any reason by any court of competent jurisdiction governmental authority statute or otherwise. such holding, declaration, pronouncement or rendering shall not adversely affect any other word, phrase, paragraph. provision or section of this Agreement, which shall otherwise remain in full force and effect and be enforced in accordance with its terms C. Authorized Persons Employer will provide Empower with the names of the person(s) authorized to give instructions on Employer's behalf with respect to the Plan and /or to provide documents materials and information on Employer's behalf with respect to the Plan(s) In performing services hereunder Empower shall be entitled to rely upon the instructions, documents. materials and information furnished by such person(s) or by any other person reasonably believed by Empower to have the authority to furnish instructions. documents. materials and information with respect to the Plan on Employers behalf R. Independent Contractor Empower shall function as an independent contractor for the purposes of this Agreement and shall not be considered an employee of the Employer for any purpose Nothing in this Agreement shall be interpreted as authorizing Empower or its agents and/or employees to act as an agent or representative for or on behalf of the Employer, or to incur any obligation of any kind on the behalf of the Employer S. Legal and Tax Advice The compliance and other services provided by Empower are administrative in nature Nothing in this Agreement is intended to constitute legal or tax advice from Empower to Employer or to any other party Under no circumstance will Empower provide legal or tax advice to the Employer Plan, Plan fiduciary or Participants All issues should be reviewed and discussed with Employer's legal counsel and /or tax adviser T. Third -Party Beneficiary Rights This Agreement is solely for the benefit of the parties hereto and their affiliates and is not intended to confer any rights or remedies upon any other person SA for Village of reyuesta 457 __ 103 1.16 EMPOWER U. Affiliates, Agents and Subcontractors Employer hereby acknowledges and agrees that Empower may assign any interest in this Agreement to and will utilize the services of any affiliate within its controlled group to perform any services of this Agreement. Empower may perform any of the services described in this Agreement through agents, vendors, suppliers and /or subcontractors selected by Empower Empower's retention of any agent or subcontractor will not, however, constitute an assignment of any of Empower's rights or relieve Empower of its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, in no event will Empower's vendors, subcontractors or third -party suppliers have any liability to Employer or the Plan under or in connection with this Agreement or the services rendered hereunder. V. Force Majeure Neither Empower nor Employer 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 parry, due to causes or conditions beyond its control, including, without limitation, labor disputes, riots, war and war -like operations including acts of terrorism. epidemics, explosions, sabotage, acts of God, civil disturbance, governmental restriction, transportation problems, failure of power or other utilities including phones, internet disruptions, failure of supplies or subcontractors, 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, or any other cause that is beyond the reasonable control of either party W. Record Retention Empower 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. Empower shall make such records available to Employer for inspection and reproduction upon Employer's reasonable request and at Employer's expense. X. Intellectual Property As between the parties hereto, Empower and its affiliates shall own all materials. documentation, user guides, forms. templates, business methods, trademarks, tradenames, logos, Websites, software, computer codes, domain names. text, graphics, photographs, artwork, interfaces and other information or material provided by Empower or its affiliates hereunder (collectively, the " Empower IP ") The term "Empower IP" shall not include Employer Data (as defined below). Empower grants to Employer a nonexclusive, non - transferable and non- sublicensable license to use the Empower IP during the Term solely for purposes of using Empower's services hereunder and subject to the terms and conditions set forth in this Agreement. All rights with respect to the Empower IP not specifically granted hereunder are reserved by Empower As between the parties hereto. Employer shall own all materials, data. trademarks. tradenames. logos and other information provided by Employer or otherwise made accessible by Employer via the services or in connection with the use or operation of the services (collectively, the "Employer Data "). Employer Data does not include data and SA for Village of fequesta 457 103 1.16 �1 EMPOWER information in the form supplied by Empower to Employer Employer grants to Empower a nonexclusive, nontransferable and non- sublicensable license to use the Employer Data in connection with its provision of the services and as permitted in this Agreement Employer grants Empower a limited, revocable right and license to use the trade name logo or trademark owned by the Employer ( "Employer Trademarks ") in materials created by Empower for the purpose of promotion, advertisement or prospecting for new clients including. without limitation any media releases Requests for Proposals and sales presentations providing that Empower agrees to attribute the ownership of the Employer Trademarks to Employer as part of the use Upon termination of this Agreement. Empower agrees to return to Employer or destroy (to the extent practicable) any Employer Trademark materials and cease the use of materials containing Employer Trademarks except for materials retained by Empower pursuant to its record retention policy Y. Confidential Information 1. In order to perform the services both parties may have access to certain information of the other party, including without limitation trade secrets and commercial and competitively sensitive information of the party related to business methods or practices and proprietary software or Websites of the party and. other information of the party that the party marks as Confidential from time to time ("Confidential Information ") For the purpose of clarity, any software or Website supplied by Empower ( "Empower Software ") is Confidential Information of Empower The parties mutually agree to hold all Confidential Information of the other party in confidence using it solely for the purpose of performing or receiving services under this Agreement and shall not disclose any Confidential Information of the other party to anyone except the parties affiliates. subcontractors. and respective personnel as may be required to perform such services Each party agrees to return the other party s Confidential Information once it is no longer required for the purpose of performing or receiving the services or destroy such Confidential Information if so instructed by the other party provided that Empower shall not be obligated to destroy copies of Confidential Information that would be commercially impracticable to locate and destroy (such as information contained on archival systems) and provided further that Empower may retain copies of Confidential Information as required per its records retention policy Confidential Information shall not include information which is otherwise in the public domain through no action of the non - disclosing party or information which is acquired by the party from a person other than the other party or its agents without any obligation of confidentiality or information which is known by or independently developed by the party prior to the Effective Date of this Agreement as demonstrated by written or other legally competent evidence 2. In the event a party makes an unauthorized disclosure or use of Confidential Information of the other party, or receives notice that it will be required to make a legally required disclosure of the other party s Confidential Information such party shall notify the other party of the disclosure as soon as reasonably practicable In the event a party is legally compelled to disclose Confidential Information it shall notify the other party and cooperate with any efforts by such party to obtain protective treatment of such Confidential Information to the extent permuted by law Both parties acknowledge and agree that failure to comply with this section may cause irreparable harm to the party whose Confidential Information is disclosed and accordingly agrees that any court having jurisdiction may enter an order for equitable relief, including an SA for Village of Tequesta 457 10.31.16 EMPOWER injunction or an order for specific performance in the event of actual or threatened breach of any of these confidentiality provisions by either party Z. Privacy 1. Empower and Employer 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 Empower will not use or disclose NPI to any third party, other than affiliates, regulators, auditors, and services providers. without Employers express written consent except as permuted or required by law Any third party service provider retained by Empower that has access to NPI shall agree in writing to be bound by confidentiality and non - disclosure provisions to use such NPI only in connection with the provision of services hereunder Empower's current Privacy Notice is attached to this Agreement as the Privacy Notice Exhibit By executing this Agreement Employer acknowledges receipt of said policy Such policy shall be updated periodically by Empower Empower shall implement and maintain during the term of this Agreement technical organizational and security measures and practices that are intended to (i) maintain the security and confidentiality of the NPI, (ii) protect against reasonably anticipated threats or hazards to the security or integrity of the NPI. and (iii) protect against reasonably anticipated unauthorized access use modification, disclosure or destruction of the NPI 2. Employer hereby agrees that general Plan information which does not contain NPI may be used by Empower in response to Requests for Proposals and other publications and presentations 3. For purposes of Rule 14(b) -1 and Rule 14(b) -2 of the Securities Exchange Act of 1934, as amended from time to time, Employer hereby authorizes Empower, and /or its affiliates and services providers. to provide the name address and share position of the Plan with respect to any class of securities registered under the Investment Company Act of 1940 when requested by such SEC registrant for purposes of shareholder meetings The above - referenced Rules prohibit the requesting SEC registrant from using the Plan's name and address for any purpose other than corporate communications of the type contemplated under the Rules AA. Website Services Empower may as set forth in the Schedule of Services host, maintain and provide certain information on a websrte or websrtes (the " Website Services ") for one or more of the following purposes 1) access by Plan participants to their account information and investment information, and 2) access by Employer personnel for administrative purposes in connection with maintenance of the Plan In the event Website Services are provided to Employer. Employer agrees to the following terms and conditions 1 Employer will not remarket or redistribute the Website Services or make any portion of the Website Services available to any third party except its Plan participants and administrative personnel for use in connection with the Website Services Employer will be solely responsible for (a) maintaining all communication links. appropriate network and information security measures and other hardware, equipment and/or services necessary to access the Website Services. and (b) protecting the security and integrity of any user identifiers and passwords issued to Employer hereunder and for any activity under such SA for Village ot'Tequesia 457 _ 10.31.16 EMPOWER passwords Employer acknowledges and agrees that terms and conditions set forth on the website will be binding on users of the website Employer will not (x) modify or reverse engineer any website. (y) remove or obscure any proprietary notices (from any Empower IF and /or (z) sell, assign, rent, loan, or otherwise transfer or make available any Empower IP to any third party provided that Employer may make Empower IP available to its Participants and Plan advisors as needed to use the services hereunder Employer will comply with applicable laws and regulations in connection with use of the Website Services Without limiting the foregoing. Employer will not use the Website Services to transmit any information (i) that is unlawful abusive. intrusive on another's privacy harassing. libelous. defamatory obscene threatening. violates third party rights ors otherwise objectionable or (u) that could impair the Website Services or any other party's use thereof Empower may terminate any user passwords involved in any breach of this Article 2 Employer acknowledges that transmissions through the internet are inherently unsecure that virus protection software. firewalls and other security measures are not foolproof and that the Website Services and their content are not invulnerable to fraud or hacking In addition Employer acknowledges that Empower shall from time to time perform scheduled or emergency repairs on the websites and that such activity or other circumstances beyond Empowers reasonable control, may cause the Website Services to be unavailable or delayed EMPOWER DOES NOT GUARANTEE (1) THAT INFORMATION AVAILABLE THROUGH THE SERVICES CANNOT BE HACKED, TAMPERED WITH OR MALICIOUSLY ACCESSED BY THIRD PARTIES (11) THAT THE WEBSITE SERVICES WILL BE VIRUS -FREE. OR (111) THAT THE WEBSITE SERVICES WILL BE ERROR -FREE OR WILL BE AVAILABLE AT ALL TIMES EMPLOYER AGREES THAT EMPOWER SHALL NOT BE LIABLE FOR ANY SUCH DELAYS OR DOWNTIME IN THE WEBSITE SERVICES, OR FOR ANY VIRUS OR MALICIOUS ACCESS TO THE SERVICES BY THIRD PARTIES PROVIDED THAT EMPOWER HAS IMPLEMENTED AND MAINTAINED SECURITY FEATURES WITH RESPECT TO THE WEBSITES SERVICES THAT ARE CONSISTENT WITH COMMERCIALLY REASONABLE INDUSTRY STANDARDS BB. Unclaimed Property With respect to any unclaimed property Empowers standard policy is to follow state unclaimed property regulations and escheat assets in those accounts to the Plan or Participant's state of residence based on Empower's records By executing this Agreement. Employer acknowledges and agrees that this standard policy will be applied to any unclaimed property associated with the Plan However. Employer may direct Empower in writing. to treat the Plan's unclaimed property in a different manner If Employer directs Empower to dispose of such assets in any manner that differs from or is inconsistent with Empowers standard policy Employer understands and agrees (a) that it is solely responsible for (i) determining whether any assets in those accounts are payable to any State or other jurisdiction under applicable escheat or unclaimed property laws (u) issuing proper instructions to Empower and the Trustee (as applicable) as to disposition of such assets, and (b) to hold harmless and to indemnify Empower and its affiliates, directors, officers, agents and employees (the "indemnified party ") from and against any and all expenses, costs reasonable attorney's fees, settlements, fines, judgments. damages penalties or court awards actually incurred in connection with any claim by a State or other jurisdiction regarding unclaimed property property subject to escheat or other similar laws in connection with the Plan These obligations are in addition to any other obligations Employer may have under this Agreement SA for Village or 457 10.31.16 V EMPOWER Exhibits Attached • Procedures for Complying with Fund Company Market Timing and Excessive Trading Policies • Business Continuity Plans • The Empower Family of Companies Privacy Notice 16 SA for Village of I eyuesta 457 _ 10.31.16 EMPOWER 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 10/16107 17 SA for Village of Tequesta 457 _ 10.31.16 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 rninimal: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 your account may be. offered through another broker /dealer firm other than GWFS Equities, Inc., a wholly owned subsidiary of Great -West Life 8 Annuity Insurance Company: Please contact your investment provider for more information if needed. This disclosure is subject to modification at any time. The most current version of this disclosure can be found on the Web site or can be obtained b requesting a written co Y 9 9 PY by mail. BCP - GWFS Customer Notice (Ed. Sept. 2012) Privacy Notice The Great -West Family of Companies and third -party The Greal- II'est Family of Companies service providers we hire may use cookies in online includes: advertising. We do not share personally identifiable Great -West Life & Annuity Insurance information about our customers with these third- Company party service providers, and they do not collect such The Great -West Life. Assurance Company (US information for us. These third -party service operations) providers help us determine which products and Great -West Life & Annuity Insurance services offered by the Great -West Family of Company of New York Companies may be of interest to you. These service Great -West Financial Retirement Plan' providers may collect information about your activity Services, LLC on our websites using cookies and other technologies Advised Assets Group, LLC to analyze, for example, pages visited, search engine GWFS Equities, Inc.' referrals, browsing patterns, and responses to The Canada Life Assurance Company advertisements and promotions. Such service (US operations) providers may only collect and use such information EmjayCorporation for purposes specified by us and not for their own Empower Retirement' purposes. Third -party advertising companies may use FASCore, LLC 'these cookies to optimize the placement by the Great- Great -West Life &. Annuity Insurance West Family of Companies of our online Company of South Carolina advertisements on unaffiliated websites. We do not Great -Wass Capital Management, LLC share personally identifiable information .about our Great -West Funds, Inc. customers with these third -party service providers, Great -West Trust Company,.LLC and they do not collect such information for'us. Westkin Properties Ltd. You can refuse or delete cookies. Most browsers and GWFS Equities, Inc. is a Member of mobile devices offer their own settings to manage cookies. If you refuse a cookie when accessing one of the Securities Investor Protection die Great -West Family of Companies' websites, or if Corporation ("SIPC"). You.mayobtain you delete cookies, you may experience some information about SIPC, including the inconvenience in your use of our websites. For SIPC brochure at: example, you may not be able to sign in and access Securities. Investor Protection your account, or we may not be able to recognize you Corporation 805 . 15th Street, N.W. Suite 800 Y o ur device, or your online preferences,. Washin6ton, D.C. 20005 -2215 Information We Collect. We collect and store Email: asksinc asinc.ore Tel: (202):371- information. It comes from forms thatyoa complete, 8300 when you access 'our websites, front business you Information about SIPC is also available " have conducted with 'us and other p arties we do at www.siac.org p business with, and from consumer and insurance " Empower Retirement refers to the products and reporting companies. services offered in the retirement markets by Great -West Life & Annuity Insurance Company, Security -of Your Information. We have physical, Great -West Life & Annuity Insurance - Company administrative, and technical safeguards in place to of New York, and their subsidiaries and protect your privacy. affiliates. Access to Information. Tile only persons who have Our Webaites. When you visit our websites, we access to your records are those who need it for may collect technical and navigational business reasons. information, such as device type, browser type. Internet protocol. address, pages visited, and Our Information Sharing Practices. We limit the average time spent on the websites. We use this information we share and the parties we share it with. information for a variety of purposes, such as We share your information to help you do business maintaining the security of your online session, with us. What we share depends on the types of online advertising, facilitating site navigation, products or services you request. As we are only improving our websites' design and permitted to share your information in ways described functionalities, and personalizing your in this notice, the Great -West Family of Companies experience. Additionally, we use temporary do not respond to "do not track" signals or similar - and/or persistent cookies, web beacons and digital privacy mechanisms. For example, we may . other similar technologies ( "cookies ") to support share information: the operation , of the Great -West Family of • from business forms that you complete (such as Companies' websites. your name, address, SSN, plan or ID number, Cookies, are text files that are,placed by a, client assets and income from your application) server onto the browser of a visitor to a website. . about your business with us, or others (such as These - files are harmless to your computer, and your policy or contract coverage and benefits store navigation information as you move and payment history) throughout the website. These cookies help us to . about your relationship with us (such as the collect information about visitors to our products orservices.you purchased) websites. We also use cookies. for security purposes and to personalize your experience, from your employer, benefit plan sponsor, or such as customizing your screen layout. On their group product (such as your name, address, own cookies do not contain- or reveal any SSN, plan or ID number and age) personally identifiable information. However. if • from consumer and insurance reporting you choose to furnish us with personally organizations (such as your credit, financial or identifiable information, this information can be health history; note, these organizations associated with the data collected using the may retain information provided to us and cookies. disclose it to others) •- from other third parties (such as health and Revised 08/2015 (standard = CA) demographic information) • ' from visitors to our websites (such as Information you,provide online by completing forms, site visit data "cookies ") Sharing of Health- Information. We won't share your health information, unless such sharing is permittedi 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 your information for any purpose that requires.an'opt -in oropt -out. Our affiliates are listed and include, but are not limited to, our broker - :dealers and our trust company. Your information maybe shared to serve you better or to make iteasier 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. lf: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 information 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' 11 send you a revised notice and post the new policy on the w«w.areatwest.com websitc. Chief Privacy Officer Great -West Life & Annuity Insurance Company 8535 Gast Orchard Road Greenwood Village, CO 80111 Schedule of Services Services provided by Empower A. Recordkeeping Services Core Services: The following services are core recordkeeping and communication services available to all plans. Implementation Services: Empower will provide the following conversion services prior to the receipt of assets: • Gathering initial plan information; • Coordinating conversion assets from a prior service. provider; • Reconciling plan assets; • Loading records onto the recordkeeping system; and • Assisting Employer's payroll office or payroll vendor to process the next scheduled payroll to Empower on or after the implementation period. • Provide sample plan documents. Implementation Period. Existing Plan: An existing Employer Plan that is converting to Empower will be subject to an Implementation period, to facilitate the movement of Participant, Alternate Payee and Beneficiary records and Plan assets from the prior record keeper and /or trustee to Empower. Blackout Notice Services: Initial Blackout Notices: Empower will assist in the preparation of the initial transition blackout notice and will provide the blackout notice to the Employer for distribution to Participants, Alternate Payees and Beneficiaries, as requested by the Employer. A "Blackout Period" is defined as any period of more than three consecutive Business Days during which the Participant, Beneficiaries and Alternate Payees are prohibited or restricted from exercising certain otherwise available rights, such as directing investment of their accounts, obtaining loans or making distributions. The term "Business Day" is defined as any day, and only for as many hours as, the New York Stock Exchange is open. During the implementation Employer's prior re cord keeper's improper reporting or Incomplete transferred records may impact the blackout period end date. Such an impact may cause an of the;blackout period, resulting in a second notice. Empower may agree to provide this additional blackout notice if the parties agree in writing. Future Blackout Notices: If mutually agreed to in writing, Empower may provide blackout notices to the Employer for distribution to Participants, Alternate Payees and Beneficiaries for fund or other ongoing plan changes that result in a period of more than three (3) consecutive Business Days where the Participant, Alternate Payee and Beneficiary are restricted from exercising certain otherwise available rights such as directing investments of their accounts, obtaining loans or taking distributions. 23 ' Establishment of Accounts: 1. Participant Accounts: a. Participant accounts shall be established and maintained for each Employer - approved new enrollee and each employee or former employee with a balance in the plan ( "Participant "). Each Participant's account record shall consist of the Participant's name, Social Security number ( "SSN "), mailing address, date of birth, and any such other information as required from time to time for provision of services to the Plan, b. On and after the receipt of assets, Empower shall maintain a record of each Participant's investment option allocation and transaction received in good order to the recordkeeping system, including: M Current and historical investment allocations and percentages for each available investment option. (ii) Current account balances of each Participant in each available investment option and money source. jiii) An accounting of each transaction made_ to each available investment option and money source. c. Empower shall provide each Participant with access to his or her account and investment information via a Web site, the voice response unit ( "VRO ") and the Client Service Center toll -free telephone number. Participants may use these services to change allocations of future deferrals and /or initiate transfers between and among investment options available under the Plan(s). d. Empower shall send each Participant a quarterly account statement in Empower's standard format. Participants will have the option to access statements via the Online File Cabinet on the participant Web site. Participant statements will not be mailed to Participants electing to receive their statements online. Participant statements will be mailed to those Participants who do not specifically elect to access their statement via the Web site. Participants may change their statement delivery election at any time. Additionally, confirmation will be provided of every completed change requested by a Participant. Participants will also have access to their_ account activity via the VRU and the Web site. e. If applicable, Empower will include vesting information on Participant statements, provided that Employer provides Empower with all vesting information required under applicable law. 2. Alternate Payee Accounts If the Plan accepts Qualified Domestic Relations Orders ( "QDROs "), Employer hereby instructs Empower to complete an administrative review of all Employer - approved QDROs submitted on or after the Effective Date of this Agreement to ensure that Empower can determine the amount of the Alternate Payee's award, mailing address and SSN. If elected by the Altemate Payee in good order and in .a manner satisfactory to Empower, an Alternate Payee account will be established pursuant to the terms of the QDRO, the Plan, ERISA, and /or Code requirements in effect on the date of account establishment. 3. Beneficiary Accounts 24 If elected by the Beneficiary(ies) in good order and in a manner satisfactory to Empower, Empower will establish a Beneficiary account pursuant to the terms of the Plan, and /or Code requirements in effect on the date of establishment. Contribution Processing: Contributions sent directly via the PSC and processed by 12;00 Midnight Mountain Time will be allocated effective the next Business Day (at that Business Day's unit value). Empower may allow.other contribution methods which may require different timing. Empower will provide additional information upon request. In the event that a Participant has not affirmatively elected an investment allocation, Employer instructs Empower to allocate to a default fund(s) chosen by the Employer. Distributions and Forfeitures: Empower will create and maintain a record of any distribution, including the distribution reason, from the Plan made with respect to each Payee. If applicable, Empower will. provide a Code §402(f) Notice of Special Tax Rules on Distributions to the Payee at the time of distribution. Unless otherwise agreed to in writing, Empower is not responsible for issuing any other Participant, Alternate Payee or Beneficiary notice required by the Codeas applicable. Distributions will be Made two (2) Business Days if Empower receives instructions -in good order. 1. Participant Distributions Empower will make distributions to Participants pursuant to the Employer's and Participant's distribution requests received in good order. 2. Alternate Payee Distributions Upon receipt by Empower of an Alternate Payee's distribution reGuest.in good order and in a manner satisfactory to Empower and completion of a QDRO administrative review discussed above, Empower shall process a distribution pursuant to the terms of the QDRO, the Plan and the Code requirements, as applicable and in effect on the date of the distribution. Employer instructs Empower to determine the amount due to the Alternate Payee based solely on the account records on Empower's recordkeeping system, 3. Beneficiary Distributions Employer instructs Empower to pay the claimant listed on the Death Benefit Claim form signed by the Employer unless there is a conflict between the designation on file With Empower and the claimant listed on the Death Benefit Claim form. In the event of a conflict, the Employer will determine which Beneficiary designation will control. 4. Forfeiture Processing If applicable, Empower will calculate forfeiture amounts based upon the Participant's vesting and will place the forfeiture amounts in a separate Plan account as instructed by the Employer. 5. Participant Termination Services If the services described in this subsection are available to the Employer by Empower, and if the Plan provides for de minimis Participant accounts to be distributed after termination, then. the Employer instructs Empower to distribute communication material to the terminated Participant informing them of their distribution options. Such information includes communicating to the Participant that if he /she does not take a distribution of the account that it will be automatically rolled over into the Employer - elected de minimis IRA. Employer also instructs Empower to automatically roll any 7j monies remaining in the Plan after a certain period of time following these communications to the rollover provider selected by the Employer. Employer permits Empower to send out communication material to terminated participants informing them of their distribution options. These instructions may include information on how participants can learn about IRA rollover opportunities. In the event a Participant wants to either contribute or roll over to an IRA, an IRA product may be made available. Employer hereby authorizes Empower to. directly contact terminated participants solely to communicate the available IRA product. Transfers: Participant, Alternate Payee and Beneficiary- initiated transfers will be processed and effective the Business Day they are received at Empower's home office, if received before the close of the New York Stock Exchange (typically 4:00 p.m. Eastern Time or such earlier time as may have to be implemented to comply with any applicable future law, rule or regulation), If transfers are received at Empower's home office after the close of the New York Stock Exchange,. transfers will be processed and be effective the.next Business Day (or such earlier time as may have to be implemented to comply with any applicable future law, rule or regulation). Tax Reporting of Distributions: 1. Employer appoints Empower as its agent to perform income tax withholding and reporting for all Payee distributions and agrees to provide all necessary information needed by Empower to perform these services. 2. Empower shall deposit the income tax withheld with the Internal Revenue Service ( "IRS ") and other appropriate governmental entities on or before the applicable due dates for such remittances. 3. Empower will complete necessary tax reporting forms for Payee distributions, file the tax reporting forms with the IRS and send copies to the Payee. Plan Loans: Empower will process Participant account reduction loans repaid by payroll deduction pursuant to. the Plan's loan policy and Empower's loan procedures, as amended from time to time. Employer agrees to provide an authorization for all Participant loan requests. Ongoing Plan Resources: 1. Empower will provide - the Employer access to Plan information and electronic approval capabilities via the PSC. 2. Empower will provide the Employer access to a Plan Services Representative for assistance with plan questions. 3. Empower shall provide periodic Employer Plan Reports in Empower's standard format. Communication and Education: 1. Standard forms, notices and other information necessary for the service provided to the Plan will be provided to Employer and to Participants via the PSC and /or through enrollment meetings. 2. Ongoing retirement planning education and distribution counseling may be. made available to Participants by Empower or an affiliate. Where a Participant wants to either contribute or roll over to an IRA, an IRA product may be made available by Empower or its affiliate. Where a Participant requests, via a, recorded telephone call 26 with Empower, to roll assets into the Plan from a previous employer's plan, Employer instructs and approves Empower to assist the Participant in completing such rollover without Employer's signature or approval, provided the Plan permits such rollovers. The recordkeeper of the previous employer's plan may still require Employer's signature or approval to complete the rollover. Disclosure Services: 1. Plan -Level Disclosures - Employer acknowledges that Empower will provide required fee and other disclosures under ERISA section 408(b)(2) and corresponding regulations electronically via the PSC or such other electronic means as may be designated by Empower from time to time. Employer agrees to ensure that there is at all times a person who is able and authorized to access the disclosure on Employer's behalf. Empower will notify such person when disclosures become available to view on the PSC. B. Elective Services The following elective services are available upon Employer meeting certain requirements. Additional fees may apply. 1. Eligibility Determination Employer can instruct Empower to calculate Participant eligibility based on Employer's instructions as to the Plan's eligibility requirements, Employer instructs Empower to reject the enrollment of any Participant determined to be ineligible. For each ineligible determination, Employer instructs Empower to notify the Participant to contact the Employer if he or she wishes to appeal the determination. 2: Online Enrollment Employer can instruct and authorize Empower to allow online Participant enrollment. Employer instructs Empower to issue a Personal Identification Number ( "PIN ") to every eligible employee, allowing enrollment in the Plan through the Web site. 3. Automatic Enrollment Empower can perform automatic enrollment and deferral increase services, and create and mail initial arid annual automatic enrollment notices, as elected by - Employer in good order and in a form acceptable to Empower. 4. Deferral Processing Employer can instruct and authorize Empower to provide for deferral processing by the Employer via the Web site. Participants may access the Web site to input the required payroll deferral amount/percentage information. Employer acknowledges that the Deferral Processing service described in this Section shall only be available as long as Empower is the sole record keeper for the Plan. If Employer uses Empower's Automatic Enrollment services, Deferral Processing does not require separate election. 6. Vesting Services Employer needs to provide Empower all information necessary to perform vesting services. Employer hereby instructs and authorizes Empower to: a. Maintain each Participant's vesting percentage on Empower's recordkeeping system: 27 b. Display the Participant's vested account balance on the quarterly statements; and C. Calculate and process withdrawals and /or loans according to the vested percentage. 7. Loan Approval Employer can instruct and authorize Empower to process, without Employer approval, Participant loan requests submitted in a manner acceptable to Empower. If the Plan is subject to spousal consent requirements, loans may only be initiated by paper forms and not online or by VRU. Employer agrees to specifically authorize each principal residence loan request. 8: Distribution Processing Other than for Death or Disability Employer can instruct and authorize Empower to process, without Employer approval, Participant requests for distribution due to severance of employment for any reason other than disability or death received in good order and in a manner acceptable to Empower. If Employer does not provide the Participant's_ termination'date or other required information, Employer instructs Empower to route the request to Employer for approval before processing the distribution. 9. In- Service Distributions at Age 59% (for 401(k) and 401(a) Plans Only) Employer can instruct and authorize Empower to process, without Employer approval, Participant age 59'% in- service distribution requests received in good order and in a manner acceptable to Empower. If the Participant's birth date information has not been provided, or if there is a discrepancy between the birth date on the system and the birth date on the form, Empower is instructed to rely _. on the birth date-specified-by the Participant on the form. 10. Voluntary In- Service DeMinimus Distributions (for Governmental 457(b) Plans. Only) Employer can instruct and authorize Empower to process, without Employer approval, Participant initiated DeMinimus distribution: requests received in good order and in a manner acceptable to Empower. If vesting is applicable and the Participant's birth date information has not been provided, or if there is a discrepancy between the birth date on the system and the birth date on the form, Empower is instructed to rely on the birth date specified by the Participant on the form. 11. Automated Mandatory Distributions (De Minimis) Empower can perform automated mandatory distributions of small account balances, as elected by Employer in good order and in a form acceptable to Empower. 12. Beneficiary Record Keeping If Empower is and remains the sole record keeper for the Plan during the term of this Agreement, Employer can Instruct and authorize Empower to accept, maintain and file, without Employer's signature, Beneficiary Designation forms received by Empower in good order and in a manner acceptable to Empower. Upon request, Employer agrees to provide Empower with any and all Beneficiary information filed with the Plan by -the Participant prior to the Effective Date of this Agreement. If the spousal consent rules apply, Employer shall provide Empower with instructions as to the portion of the Participant account for which a Beneficiary 28 may be designated without spousal consent under the Plan. Employer instructs Empower to rely on the marital status specified by the Participant on the Beneficiary Designation form and to obtain spousal consent, when applicable. 13. Prospectus. Delivery Employer can instruct and authorize Empower to provide prospectuses to Participants via the Web site (if elected by the Participant) for each investment option chosen by the Participant. 14. Investment Advisory- Related Services If the Employer meets the relevant underwriting and other requirements, Advised Assets Group, LLC ( "AAG "), a federally registered investment adviser and wholly owned subsidiary of Empower, may offer fund performance data and /or similar services regarding the investment options in the Plan through the Plan's recordkeeping and administrative relationship with Empower. AAG may separately offer Reality Investing Advisory Services (Online Investment Guidance, Online Investment Advice and Managed Account service) to the Participants in the Plan through the Plan's recordkeeping and administrative relationship With Empower. Employer may instruct AAG to make Reality Investing services available to Plan Participants in accordance with the terms and conditions of the Reality Investing Advisory Services Agreement between AAG and Employer. Special Investment Options: 1. Self- Directed Brokerage Accounts Employer can choose to offer a self - directed brokerage option ( "SDB "). Employer agrees to complete and execute all documents required to activate the SDB. 3. Life Insurance If, at the time of conversion, the Plan has existing life insurance policies, limited services may be available as described in Empower's insurance guidelines and policies, as updated from time to time. If Empower determines that such services will be offered, Empower will remit insurance premiums to the applicable life insurance provider pursuant to Employer's instructions as to the timing and manner of premium remittance. Employer may be required to retain a third -party administrator to perform certain compliance and other services. Life insurance cannot be added to an existing Plan. Additional fees may apply. 29 EMPOWER GREAT -WEST LIFE & ANNUITY INSURANCE COMPANY RECORDKEEPING SERVICES AGREEMENT ADDENDUM FOR IRC 401 ENHANCED PLAN SERVICES This Addendum to the Recordkeepfng Service Agreement entered into between Empower and Employer describes certain services under which Empower will process Participant requests without obtaining additional Employer signatures or other specific approvals In doing so. Empower will not exercise any fiduciary authority or make any discretionary determinations Rather this Addendum will act as a one -time instruction and approval by Employer for Empower to process all Participant requests that meet the stated crrtena In addition Employer, and not Empower. is responsible for reviewing the Plan document to ensure compatibility with the services described in this Addendum In order to receive the services detailed in this Addendum. Employer must utilize the PSC and must provide all necessary information via an electronic payroll file Employer must also provide any additional information or instructions as required by and in a form acceptable to Empower In addition it most cases Empower must be the sole recordkeeper for the Plan Services that involve the processing of distributions to Participants are not available if the Plan includes QJSA/QPSA provisions. If at any time Employer does not meet these general requirements. or does not meet the specific requirements of any service described in this Addendum Empower will not be required to continue to provide such service Employer may elect one or more services by checking the corresponding boxes on the Enhanced Plan Services Election Form Some services may have a corresponding fee. for further information, please refer to your Fee Schedule 1. Eligibility Determination Enrollment Employer hereby instructs Empower to calculate Participant eligibility based on Employer s instructions as to the Plan's eligibility requirements and on the Participant information provided by Employer Employer instructs Empower to reject the enrollment of any Participant determined to be ineligible For each ineligible determination, Employer instructs Empower to notify the Participant to contact Employer if he or she wishes to appeal the determination Employer agrees to notify Empower at least thirty (30) days prior to any change in the Plan's eligibility requirements. Empower may discontinue this service if the Plan s new eligibility requirements are incompatible with Empower's requirements. 2. Online Enrollment Employer hereby instructs and authorizes Empower to allow online enrollment Once the electronic payroll file is transmitted. Employer instructs Empower to issue a Personal Identification Number to every eligible employee allowing enrollment in the Plan through the webs to 3. Beneficiary Recordkeeping Employer affirms that the Plan allows web - initiated beneficiary designations Employer hereby instructs and authorizes Empower to accept maintain and file without Employers further approval beneficiary designations received by Empower in good order and in a manner acceptable to Empower Upon request Employer agrees to provide Empower with any and all beneficiary information filed with the Plan by Participants prior to the Effective Date R.ifi­ 1 Sop 12. 20162.13 PM I 98781 .02 VAtage of TNuesia EMPOWER Employer shall provide Empower with instructions regarding any Plan requirements as to spousal consent for beneficiary designations If there are any such requirements. Employer instructs Empower 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 Unless Employer qualifies for and has elected the Beneficiary Confirmation for Death Benefit Clams service described below Employer agrees to review and sign each death benefit claim form In the event Employer submits a signed death benefit claim form for a claimant other than the beneficiary on file with Empower if any Empower will return the form to Employer for further instructions 4. Deferral Recordkeeping Employer hereby instructs and authorizes Empower to allow Participants to update their deferral elections via the website and voice response unit Employer must provide initial deferral amounts for all Participants Empower will forward updated deferral information to Employer according to the schedule elected by Employer 5. Loans Employer 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 Empower from time to time Employer i nstructs and authorizes Empower to process without further Employer approval. Participant loan requests submitted through a form acceptable to Empower or through the Participant website Principal residence loan requests must be submitted on a paper form with supporting documentation In order to receive this service Employer must also utilize Empowers Vesting service if the Plan has a vesting schedule If the Plan requires spousal consent for loans. the request must be submitted on a paper form 6. Vesting Employer instructs and authorizes Empower to: I Maintain each Participant's vesting percentage on Empowers recordkeep ng system 2 Display the Participant's vested account balance on the quarterly statements. and 3 Calculate and process withdrawals and /or loans according to the vested percentage on Empowers system The Plan's vesting schedule must be a standard graded or cliff schedule. If the Plan uses actual hours for calculating vesting, Employer must provide a 'Years of Service" file to Empower, and must take all precautions not to duplicate hours on Empower's recordkeeping system 7. Distribution Processing for Severance of Employment or Retirement Employer hereby instructs and authorizes Empower to process, without Employers further approval Participant requests for distribution due to severance of employment for any reason other than death or disability provided such requests are received in good order and in a manner acceptable to Empower In order to receive this service, Employer must also utilize Empower s Vesting service, if the Plan has a vesting schedule. If Employer has not provided a Participants termination date or other required information Employer instructs Empower to route the request to Employer for approval before processing the distribution For spousal consent purposes Employer Re-I So 12 2016 2 13 Pfd ir %c. •. �i vnam �tcc rc,n V EMPOWER instructs Empower to rely on the marital status specified by the Participant In the request form 8. In- Service Distributions at Age 59 %: (for 401(k) and 401(a) Plans Only) Employer hereby Instructs and authorizes Empower to process, without Employer's further approval. Participant requests for age 59 Yz in- service distributions, provided such requests are received in good order and in a manner acceptable to Empower Employer represents that the Plan allows Participants to take in- service distributions at age 59 Yz In order to receive this service. Employer must also utilize Empower 's Vesting service. If the Plan has a vesting schedule If Employer 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. Employer instructs Empower to reject the request pending further Information For spousal consent purposes, Employer Instructs Empower to rely on the marital status specified by the Participant in the request form 9. Required Minimum Distributions Empower will provide a notice and distribution form to each Participant attaining age 70 Y: or older in the current calendar year who has not taken a distribution for 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. Empower will not initiate such distributions, but will only process such distributions upon receipt of a Participant or Employer request in good order Each year. Empower will provide a report to Employer listing Participants who are age 70 Y or older and whether each has taken a distribution for the calendar year In order to receive this service. Employer must also utilize Empowers Vesting service If the Plan has a vesting schedule 10. Beneficiary Confirmation for Death Benefit Claims Employer hereby instructs and authorizes Empower to process. without Employers further approval. death benefit claim forms received In good order from beneficiaries under the Plan Empower Is instructed to determine a Participants beneficiary pursuant to the most recent beneficiary designation available to Empower If a Participant has not designated a beneficiary or If no designated beneficiary survives the Participant. Employer instructs Empower to forward the claim to Employer 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 Empower receives all required Information and documentation In good order Claimants determined not to be beneficiaries will be notified that their claims have been rejected Employer shall make determinations with respect to any competing or other questionable death benefit claims In order to receive this service. Employer must also utilize Empowers beneficiary recordkeeping and vesting tracking services. if applicable 11. Safe Harbor Hardships ((for401(k) and 401(a) Plans Only) Employer instructs and authorizes Empower to process. without Employers further approval all Participant requests received to good order and in a manner acceptable to Empower for distributions due to hardship. resulting in an Immediate and heavy financial i ,7o +i 1 Sep 12, 2016 2 .13 PM 98761-02 Vdlsge 0 T,q w m V EMPOWER need that cannot be alleviated by any other means available to the Participant. Empower shall only process such requests if they meet the safe harbor defined in the Treasury Regulations, as described below Employer further instructs Empower to rely on any and all representations by a Participant in a request, including, but not limited to representations that: 1 The Participant has taken all available in- service distributions from the Plan: and 2. The Participant has obtained all non - taxable loans available under all Plans maintained by Employer, to the extent such loans would not cause the Participant to incur an additional financial hardship. A distribution is deemed to be for an immediate and heavy financial need if it is made for any one or a combination of the following safe harbor reasons, as defined in Treas Reg. §401 (k)-1 (d)(3)(iii)(8), as amended from time to time: 1 Medical expenses (described in Code Section 213(d)) previously incurred by the Participant, the Participant's primary beneficiary. spouse or any dependents (as defined in Code §152, and for taxable years beginning on or after January 1, 2005, without regard to §152(b)(1), (b)(2) and (d)(1)(B)); 2 The need to prevent the eviction of the Participant from hislher principal residence or foreclosure on the mortgage of the Participant's pnncipal residence. 3, The purchase (excluding mortgage payments) of a principal residence of the Participant; 4 The payment of tuition and related educational expenses for the next 12 months of post- secondary education for the Participant, the Participant's primary beneficiary, spouse, children or dependents (as defined in Code §152, and for taxable years beginning on or after January 1, 2005, without regard to §152(b)(1). (b)(2) and (d)(1)(B)): 5. Funeral or burial expenses for the Participant's deceased primary beneficiary, parent, spouse, children or dependents (as defined in Code §152, and for taxable years beginning on or after January 1. 2005. without regard to §152(b)(1). (b)(2) and (d)( or 6. Principal residence repair expenses for repair of damage to the Participant's principal residence that qualifies for the casualty deduction (as defined in Code §165). determined without regard to whether the loss exceeds 10% of adjusted gross income In order to receive this service, Employer must also utilize Empower's beneficiary recordkeeping and deferral recordkeeping services, as well as Empower's vesting tracking service if the Plan has a vesting schedule. In addition, the Plan may not allow for Participants who are terminated employees to take hardship distributions, the Plan may not include any 16(b) trading restrictions. and the Plan may not limit the frequency or minimum amount of a hardships distribution. Before commencing this service, Empower must receive hardship cost basis information from the prior recordkeeper, if any For each Participant receiving a hardship distribution, Employer instructs Empower to notify Employer to suspend elective deferrals for a 6 month period, or for such other period as may 4 R.,i f Sep 12, 2016 2 .13 PM 98781 -82 ViBap el Tepeesla EMPOWER be required by the Code. as amended from time to time Employer instructs Empower to deny any request where the hardship event occurred pnor to the Effective Date or more than one year prior to the date the request is received Empower may contact Employer for direction when unusual situations arise For each request that is denied or that cannot be processed due to its failure to satisfy a safe harbor hardship event, Employer Instructs Empower to notify the Participant to contact Employer if the Participant wishes to appeal the determination 12. Incoming Rollovers Employer Instructs and authorizes Empower to accept. without further Employer approval, Participant requests from active employees of Employer, for Incoming rollovers to the Plan that are received In good order and in a form acceptable to Empower Employer instructs Empower to rely on a Participant's certification, without further Investigation or action by Empower, that funds being rolled into the Plan constitute an eligible rollover distribution from an eligible retirement plan within the meaning of Code §402 If other than a direct rollover the Participant must certify that the rollover is being made to the Plan within sixty (60) days of the date the Participant received the distribution from the pnor eligible retirement plan Employer hereby represents that the Plan accepts incoming rollovers from terminated as well as active employees Employer Instructs Empower to reject any rollover request received without proper documentation and to return any rollover amounts accompanying such request Employer also instructs and authorizes Empower to accept Participant requests for incoming plan -to -plan transfers. if allowed under the Plan under the same criteria as for rollovers, as described above 13. Qualified Domestic Relations Orders (QDROs) Employers approved model form of QDRO for the Plan is attached to this Agreement Employer hereby Instructs and authorizes Empower to treat as qualified each QDRO received by Empower in good order using the model ODRO form or a form that is similar Ir all material respects to the model ODRO form Employer instructs Empower to process the QDRO. without Employer's further approval, by establishing a separate account for the Alternate Payee or making a lump sum distribution to the Alternate Payee. Employer instructs Empower to send a copy of each QDRO confirmation or rejection letter to Employer Employer further instructs Empower to process, without Employer s further approval all requests, received in good order and in a manner acceptable to Empower. for distributions from Alternate Payee accounts established before or after the Effective Date Employer instructs Empower to calculate any Alternate Payee s QDRO amount based solely on the Participant s account records on Empower's recordkeeping systemr and to reject any QDRO that specifies a valuation date prior to the Effective Date If the Plan Includes a Self Directed Brokerage (SDB) account and the Alternate Payees awarded share exceeds the value of the Participant's core investment account(s) under the Plan Empower shall notify the Participant in writing to liquidate and transfer the necessary remaining sum from the SDB into the core investment options. to enable the processing of the QDRO If the Participant fails to transfer the necessary amount within fifteen (15) Business Days of the date of the notification, and If the necessary amount is available in the SDB money market. Employer instructs Empower to transfer such amount Into the Designated Investment Option If there are insufficient available funds in the SDB money market Employer Instructs Empower to notify the SDB provider to liquidate all of the i R-- Sep 12, 2016 213 P61 48781 -02 VIN.0 ieq—l. t- z� EMPOWER Participants SDB investments and to transfer the entire amount into the Designated Investment Option If the the Plan has existing life insurance and in the event that the sum of all other Participant assets is insufficient to satisfy a QDRO Employer instructs Empower to instruct any existing life insurance provider under the Plan to surrender all or a portion of the Participant's life insurance policy and to transfer the proceeds to Empower for deposit into the Participant's account for subsequent QDRO processing The amount of the surrender shall be no more than the amount necessary to satisfy the QDRO Employer agrees to make determinations with respect to orders received that are not materially similar to the model QDRO form for reasons other than inclusion of a valuation date that precedes the Effective Date By signing the Agreements /Signature Adoption Page, Employer agrees to all of the above provisions for the services elected by Employer on the Enhanced Plan Services Election Form. 6 0.owspn 1 Sep 12. 2016 2 1 3 PM 88181 -02 Vane of Toqu to EMPOWER Employer's approved model form of Qualified Domestic Relations Order ( "QDRO ") for IRC 401 Plans This is a Model Qualified Domestic Relations Order that has been preapproved for use by the Employer with respect to the defined contribution plan of the Participant This Model should be used in conjunction with your attorney's advice and assistance The format of the Qualified Domestic Relations Order will vary depending upon the rules of the court in your jurisdiction Nothing contained in this Sample shall be construed as tax or legal advice Its recommended that a proposed version of this order be submitted to Empower with the body of the order filled in prior to entry of this order for purposes of your obtaining Empowers preapproval of the proposed order Proposed and entered orders should be remitted to the Plan Recordkeeper as follows Great -West Retirement Services(E P O Box 173764 Denver, CO 80217 -3764 Fax # (866) 633 -5212 COURT CITY OF COUNTY OF .................. . STATE OF IN RE THE MARRIAGE OF No Petitioner ) and Respondent QUALIFIED DOMESTIC RELATIONS ORDER AND NOW this day of 20_, based on the findings set forth below. IT IS HEREBY ORDERED, ADJUDGED AND DECREED 1 Parties The parties hereto were husband and wife, and a divorce action is in this Court at the above number This Court has personal jurisdiction over the parties The parties were married on and divorced on 2 Participant Information The name. last known address, social security number and date of birth of the plan Participant are a Name b SSN c Address d Date of Birth 3 Alternate Payee Information The name last known address and social security number of the Alternate Payee are a. Name 7 Rev,sre t Sep 12.2016 2 13 PM 9878t.02 V�". of Tep�u t . 1� EMPOWER b SSN c Address d Date of Birth The Alternate Payee is the Participants former spouse. The Alternate Payee shall have the duty to notify the Plan Administrator and/or Recordkeeper of any changes in mailing address subsequent to the entry of this Order 4 Plan Name. The name of the Plan to which this Order applies is the Plan (hereafter referred to as Plan') Any changes in the Plan Administrator Employer or name of the Plan shall not affect Alternate Payees rights as stipulated under this Order 5 Effect of this Order as a Qualified Domestic Relations Order: This Order creates and recognizes the existence of an Alternate Payees right to receive a portion of the Participants benefits payable under an employer- sponsored defined contribution plan that is qualified under Section 401 of the Internal Revenue Code (the "Code') It i intended to constitute a Qualified Domestic Relations Order ( "QDRO') under Section 414(p) of the Code and Section 206(d)(3) of ERISA and the Retirement Equity Act of 1984 P L 98 -397 6 Pursuant to State Domestic Relations Law: This Order is entered pursuant to the authority granted in the applicable domestic relations laws of 7 Provisions of Marital Property Rights: This Order relates to the provision of marital property rights as a result of the Order of Divorce between the Participant and the Alternate Payee 8 Amount of Alternate Payee's Benefit: This Order assigns to the Alternate Payee an amount equal to [choose either option 8A1 or 8A2 below] 8A1 $ of the Participant's Total Vested Account Balance under the Plan as of the date this Order is processed OR 8A2 5 (dollars and cents) or _% (percent)) of the Participant's Total Vested Account Balance accumulated under the Plan as of (or the closest valuation date thereto) The Alternate Payee's benefit herein awarded shall be credited with any investment income (or losses) attributable thereon from the aforesaid valuation date (or the closest valuation date thereto) until the date of transfer of the Alternate Payees share to the Alternate Payee [Note to drafting attorney The Plan's current recordkeeper i not able to determine the value of the Participant's account balance and any investment earnings and /or losses prior to The parties will need to arrive at a dollar figure or percentage of benefits payable to the Alternate Payee as of a date that is no earlier than The Plan's current recordkeeper can determine the account value and calculate any earnings and /or losses from through the date assets are transferred or distributed to the Alternate Payee Keep in mind that if you must adjust the valuation date forward and a percentage i awarded to the Alternate Payee in this section. you should consider whether to adjust the Alternate Payees awarded percentage to account for any additional contributions (and any gains/losses accruing thereon} made by or for the Participant to the account after the originally intended valuation date ] 8 i «.son r Sep 12 2016 2 .13 PM - - -.. - V EMPOWER Such Total Account Balance shall be determined after the account is reduced by the outstanding balance of the Participants account reduction loan(s), if any as of the valuation date specified above such that the Account Balance shall not include the outstanding balance of any account reduction loan(s) as of the valuation date The obligation to repay any Participant Plan loan(s) from and after the date of this Order remains solely with the Participant Such Total Vested Account Balance shall include all amounts maintained under all of the various accounts and /or sub - accounts established on behalf of the Participant. including rollover and transfer contributions The Alternate Payee's portion of the benefits described above shall be allocated on a pro rata basis first from all of the core accounts and /or core investment options maintained under the Plan on behalf of the Participant other than life insurance or Self- Directed Brokerage ( "SDB "), if any The Plan shall redeem amounts from a life insurance contract, if any issued for the Participant under the Plan only to the extent necessary to obtain the amount that this order awards to the Alternate Payee If there are any SDB investments and if the balance in the core investments is insufficient to satisfy the judgment Participant must initiate a transfer of the amount needed to satisfy the judgment from the SDB into the core investments If participant fads to initiate such a transfer, or if the transfer is insufficient to satisfy the judgment, one hundred percent (100°/x) of the SDB Money Market Fund will be transferred to the core investments If the balance is still insufficient to satisfy the judgment, the entire SDB account may be liquidated and transferred to the core investments Unless the Alternate Payee elects an immediate lump sum distribution at the time this Order is submitted to and approved by, the Plan, such benefits shall also be segregated and separately maintained in a nonforfeitable Account(s) established on behalf of the Alternate Payee This Account(s) will initially be established proportionately in the same core investment options as the Participant account Alternate Payee may make subsequent investment selections as and when permitted under the terms of the Plan Alternate Payee s account shall experience gains and or losses according to the investment experience of the investment options in which Alternate Payees share is invested 9 Commencement Date and Form of Payment to Alternate Payee: If the Alternate Payee so elects on an appropriate form. the benefits shall be pad to the Alternate Payee as soon as administratively feasible following the date this Order is approved as a ODRO by the Plan Benefits will be payable to the Alternate Payee in any form or permissible option otherwise available to participants under the terms of the Plan, except a joint and survivor annuity The Alternate Payee will be responsible for paying any applicable withdrawal charges imposed under any investment account(s) with respect to his or her share under the plan 10 Alternate Payee's Rights and Privileges: On and after the date that this Order is deemed to be a QDRO, but before the Alternate Payee receives a total distribution under the Plan, the Alternate Payee shall be entitled to all of the rights and election privileges that are afforded to Plan beneficiaries. including. but not limited to the rules regarding the right to designate a beneficiary for death benefit purposes and the right to direct Plan investments, only to the extent permitted under the provisions of the Plan 11 Death of Alternate Payee: In the event of the Alternate Payees death prior to receiving the full amount of benefits assigned under this Order and under the benefit option chosen by the Alternate Payee such Alternate Payee s beneficiary 0es) as designated on the appropriate form provided to the Plan or in the absence of a beneficiary designation the remainder of any unpaid benefits under the terms of this Order shall be paid in accordance with the terms of the Plan 9 Rn I Sep 12.2016 213 %A _ . 1 ..- 1r EMPOWER 12 Death of Participant: Should the Participant predecease the Alternate Payee such Participants death shall in no way affect the Alternate Payee's right to the portion of the benefits as stipulated herein The Alternate Payee shall not be treated as the Participants surviving spouse for purposes of any pre retirement survivor annuity or joint and survivor arnuity benefits which may be provided by the Plan 13 Savings Clause: This Order is not intended. and shall not be construed in such a manner as to require the Plan a to provide any type or form of benefits or any option not otherwise provided under the Plan, b to provide increased benefits to the Alternate Payee. c to pay any benefits to the Alternate Payee which are required to be paid to another alternate payee under another order previously determined to be a ODRO or d to make any payment or take any action which is inconsistent with any federal or state law rule, regulation or applicable judicial decision 14 Certification of Necessary Information: All payments made pursuant to this Order shall be conditioned on the certification by the Alternate Payee and the Participant to the Plan of such information as the Plan may reasonably require from such parties 15 Continued Qualified Status of Order: It is the intention of the parties that this QDRO continue to qualify as a ODRO as it may be amended from time to time 16 Tax Treatment of Distributions Made Under This Order: For purposes Sections 402(a)(1) and 72 of the Code or any successor Code section, any Alternate Payee who is the spouse or former spouse of the Participant shall be treated as the distributee of any distribution or payments made to the Alternate Payee under the terms of this Order, and as such will be required to pay the appropriate federal income taxes on such distribution 17 Parties Responsibilities in Event of Error: In the event that the Plan inadvertently pays the Participant any benefits that are assigned to the Alternate Payee pursuant to the terms of this Order the Participant shall immediately reimburse the Alternate Payee to the extent that the Participant has received such benefit payments by paying such amounts directly to the Alternate Payee within ten (10) days of receipt In the event that the Plan inadvertently pays the Alternate Payee any benefits that are to remain the sole property of the Participant pursuant to the terms of this Order if the Participant has experienced a distributable event under the terms of the Plan the Alternate Payee shall immediately reimburse the Participant to the extent that the Alternate Payee has received such benefit payments by paying such amounts directly to the Participant within ten (10) days of receipt If the Participant has not experienced a distributable event under the terms of the Plan the Alternate Payee shall immediately return such overpayment to the Plan within ten (10) days of receipt 18 Effect of Plan Termination: In the event of a Plan termination. the Alternate Payee shall be entitled to receive his or her portion of the Participant's benefits as stipulated herein in accordance with the Plan's termination provisions for participants and beneficiaries 19 Continued Jurisdiction: The Court retains jurisdiction over this matter to amend this Order to establish or maintain its status as a qualified domestic relations order. as amended and the original intent of the parties as stipulated herein The Court shall also retain jurisdiction to enter such further orders as are necessary to enforce the assignment of benefits to the Alternate Payee as set forth herein lU Ransom Sep 12.201621] PM r'1 veageof Tegxsa 1 - EMPOWER 20 Fee A processing fee of $250 00 shall be charged one -half (S 125 00) against the Alternate Payees share /account and one -half (5125.00) against the Participant's remaining account In the event that the Alternate Payee is awarded 100% of the Participant's account balance as of the date this Order is processed pursuant to this Order the entire processing fee shall be charged to the Alternate Payee's account/share If there are not sufficient funds in either party s account to pay that party s respective share of the fee the difference shall be charged to the other party BY THE COURT JUDGE .................. Petitioner Respondent I I II Revtsnn 1 Sep 12. 2016 2.13 PM 98781 -02 Whop m r NjwSta S- EMPOWER Employer's approved model form of Qualified Domestic Relations Order ( "QDRO ") For IRC 457(b) Plans This is a Model Qualified Domestic Relations Order "Model QDRO' that has been rea ( > P PP roved by Great -West for use by the Plan for outsourced Qualified Domestic Relations Order ('QDRO ") services Although this Model QDRO conforms with Federal QDRO requirements. it may need to be revised for state and /or local law and /or the specific requirements of the Plan itself Further, the format of the Qualified Domestic Relations Order may vary depending upon the rules of the court in which the Participant obtains the Domestic Relations Order For these reasons. this Model QDRO should be used only by the Plan after consultation with the Plans counsel. Any revisions to the Model QDRO must be submitted to Great -West for approval for use with our outsourced QDRO services Nothing contained in this Model ODRO shall be construed as tax or legal advice It is recommended that a proposed version of this order be submitted to Great -West with the body of the order filled in prior to entry of this order for purposes of your obtaining Great - West's preapproval of the proposed order Proposed and entered orders should be remitted to the Plan Recordkeeper as follows Great -West Retirement Services(?: P O Box 173764 Denver, CO 80217 -3764 Fax # (866) 745 -5766 . COURT CITY OF COUNTY OF STATE OF IN RE THE MARRIAGE OF No. Petitioner. ) and Respondent QUALIFIED DOMESTIC RELATIONS ORDER AND NOW this day of 20_ based on the findings set forth below IT IS HEREBY ORDERED ADJUDGED AND DECREED 1 Parties The parties hereto were husband and wife, and a divorce action is in this Court at the above number This Court has personal jurisdiction over the parties The parties were married on and divorced on 2 Participant Information The name last known address, social security number and date of birth of the plan 'Participant' are 1'_ Reason ! Sep 12. 2016 2.1] PM 96761 -02 Vmege s tequ M i v EMPOWER a Name b SSN c Address d Date of Birth 3 Alternate Payee Information The name last known address. social security number and date of birth of the "Alternate Payee" are a Name b SSN c Address d Date of Birth The Alternate Payee is the Participant's former spouse. The Alternate Payee shall have the duty to notify the Plan Administrator and/or Recordkeeper of any changes in mailing address subsequent to the entry of this Order 4 Plan Name. The name of the Plan to which this Order applies is the Plan. (hereafter referred to as 'Plan "). Any changes in the Plan Administrator Employer or name of the Plan shall not affect Alternate Payee s rights as stipulated under this Order 5 Effect of this Order as a Qualified Domestic Relations Order: This Order creates and e receive recognizes the existence of an Alternate Payee right to reive a portion of the Participants benefits payable under an employer- sponsored defined contribution plan that is qualified under Section 401 of the Internal Revenue Code (the 'Code "). It is intended to constitute a Qualified Domestic Relations Order f QDRO ) under Section 414(p) of the Code 6 Pursuant to State Domestic Relations Law: This Order is entered pursuant to the authority granted in the applicable domestic relations laws of 7 Provisions of Marital Property Rights: This Order relates to the provision of marital property rights as a result of the Order of Divorce between the Participant and the Alternate Payee 8 Amount of Alternate Payee's Benefit: This Order assigns to the Alternate Payee an amourt equal to (choose either option 8A1 or 8A2 below] 8A1 $ of the Participant s Total Vested Account Balance under the Plan as of the date this Order is processed OR 8A2 $ (dollars and cents) or _% (percent)] of the Participants Total Vested Account Balance accumulated under the Plan as of (or the closest valuation date thereto) The Alternate Payee's benefit herein awarded shall be credited with any investment income (or losses) attributable thereon from the aforesaid valuation date (or the closest valuation date thereto) until the date of transfer of the Alternate Payees share to the Alternate Payee (Note to drafting attorney The Plan's current recordkeeper is not able to determine the value of the Participant's account balance and any investment earnings and/or losses prior to The parties will need to arrive at a dollar figure or I? H­­ 2016 2 11 Phi X6761 02 V.11. p ni h,i ... M EMPOWER percentage of benefits payable to the Alternate Payee as of a date that Is no earlier than The Plan's current recordkeeper can determine the account value and calculate any earnings and /or losses from through the date assets are transferred or distributed to the Alternate Payee Keep in mind that If you must adjust the valuation date forward and a percentage is awarded to the Alternate Payee in this section you should consider whether to adjust the Alternate Payee's awarded percentage to account for any additional contributions (and any gains/losses accruing thereon) made by or for the Participant to the account after the originally Intended valuation date ) Such Total Account Balance shall be determined after the account Is reduced by the outstanding balance of the Participant's account reduction loan(s), if any. as of the valuation date specified above, such that the Account Balance shall not Include the outstanding balance of any account reduction loan(s) as of the valuation date The obligation to repay any Participant Plan loan(s) from and after the date of this Order remains solely with the Participant. Such Total Vested Account Balance shall include all amounts maintained under all of the various accounts and /or sub - accounts established on behalf of the Participant. Including rollover and transfer contributions The Alternate Payees portion of the benefits described above shall be allocated on a pro rata basis first from all of the core accounts and/or core Investment options maintained under the Plan on behalf of the Participant other than life insurance or Self - Directed Brokerage ( "SDB "), if any The Plan shall redeem amounts from a life Insurance contract. If any Issued for the Participant under the Plan only to the extent necessary to obtain the amount that this order awards to the Alternate Payee If there are any SDB Investments, and if the balance in the core Investments is insufficient to satisfy the judgment. Participant must Initiate a transfer of the amount needed to satisfy the judgment from the SDB Into the core Investments If participant falls to Initiate such a transfer or If the transfer Is Insufficient to satisfy the judgment. one hundred percent (100 %) of the SDB Money Market Fund will be transferred to the core Investments If the balance Is still insufficient to satisfy the judgment the entire SDB account may be liquidated and transferred to the core investments Unless the Alternate Payee elects an Immediate lump sum distribution by the Plan at the time this Order Is submitted to and approved by the Plan such benefits shall also be segregated and separately maintained In a nonforfeitable Account(s) established on behalf of the Alternate Payee This Account(s) will initially be established proportionately In the same core investment options as the Participant account Alternate Payee may make subsequent Investment selections as and when permitted under the terms of the Plan Alternate Payee s account shall experience gains and or losses according to the Investment experience of the investment options In which Alternate Payee s share Is Invested 9 Commencement Date and Forth of Payment to Alternate Payee: If the Alternate Payee so elects on an appropriate form the benefits shall be paid to the Alternate Payee as soon as administratively feasible following the date this Order Is approved as a QDRO by the Plan Benefits will be payable to the Alternate Payee In any form or permissible option otherwise available to participants under the terms of the Plan, except a joint and survivor annuity The Alternate Payee will be responsible for paying any applicable withdrawal charges Imposed under any Investment account(s) with respect to his or her share under the plan 10 Alternate Payee's Rights and Privileges: On and after the date that this Order Is deemed to be a QDRO but before the Alternate Payee receives a total distribution under the Plan the Alternate Payee shall be entitled to all of the rights and election privileges that are afforded to Plan beneficiaries. including but not limited to the rules regarding the 14 Rar Sep 12, 2016 2 13 PM 96761 -02 Wlaye.1 Teq-1. 1- V EMPOWER right to designate a beneficiary for death benefit purposes and the right to direct Plan investments, only to the extent permitted under the provisions of the Plan 11 Death of Alternate Payee: In the event of the Alternate Payee s death prior to receiving the full amount of benefits assigned under this Order and under the benefit option chosen by the Alternate Payee such Alternate Payee s beneflciary(ies) as designated on the appropriate form provided to the Plan or in the absence of a beneficiary designation, the remainder of any unpaid benefits under the terms of this Order shall be paid in accordance with the terms of the Plan 12 Death of Participant: Should the Participant predecease the Alternate Payee such Participant s death shall In no way affect the Alternate Payee's right to the portion of the benefits as stipulated herein 13 Savings Clause: This Order is not Intended. and shall not be construed in such a manner as to require the Plan . a to provide any type or form of benefits or any option not otherwise provided under the Plan, b to provide Increased benefits to the Alternate Payee c to pay any benefits to the Alternate Payee which are required to be paid to another alternate payee under another order previously determined to be a QDRO or d to make any payment or take any action which is inconsistent with any federal or state law rule regulation or applicable judicial decision 14 Certification of Necessary Information: All payments made pursuant to this Order shall be conditioned on the certification by the Alternate Payee and the Participant to the Plan of such Information as the Plan may reasonably require from such parties. 15 Continued Qualified Status of Order: It is the intention of the parties that this QDRO continue to qualify as a ODRO as it may be amended from time to time 16 Tax Treatment of Distributions Made Under This Order: For purposes Sections 402(a)(1) and 72 of the Code. or any successor Code section. any Alternate Payee who is the spouse or former spouse of the Participant shall be treated as the distributee of any distribution or payments made to the Alternate Payee under the terms of this Order and as such will be required to pay the appropriate federal income taxes on such distribution 17 Parties Responsibilities in Event of Error: In the event that the Plan Inadvertently pays the Participant any benefits that are assigned to the Alternate Payee pursuant to the terms of this Order, the Participant shall immediately reimburse the Alternate Payee to the extent that the Participant has received such benefit payments by paying such amounts directly to the Alternate Payee within ten 110) days of receipt In the event that the Plan Inadvertently pays the Alternate Payee any benefits that are to remain the sole property of the Participant pursuant to the terms of this Order If the Participant has experienced a distributable event under the terms of the Plan, the Alternate Payee shall immediately reimburse the Participant to the extent that the Alternate Payee has received such benefit payments by paying such amounts directly to the Participant within ten (10) days of receipt If the Participant has not experienced a distributable event under the terms of the Plan the Alternate Payee shall immediately return such overpayment to the Plan within ten (10) days of receipt I No-- I Sep 12, 2016 2 13 PIA 48M 02 Village of TN-1,i EMPOWER 18 Effect of Plan Termination: In the event of a Plan termination the Alternate Payee shall be entitled to receive his or her portion of the Participant's benefits as stipulated herein in accordance with the Plan's termination provisions for participants and beneficiaries 19 Continued Jurisdiction: The Court retains jurisdiction over this matter to amend this Order to establish or maintain its status as a qualified domestic relations order, as amended and the original intent of the parties as stipulated herein The Court shall also retain jurisdiction to enter such further orders as are necessary to enforce the assignment of benefits to the Alternate Payee as set forth herein 20 Fee. A processing fee of $250 00 shall be charged one -half ($125 00) against the Alternate Payees share /account and one -half ($125.00) against the Participants remaining account In the event that the Alternate Payee is awarded 100% of the Participants account balance as of the date this Order is processed pursuant to this Order the entire processing fee shall be charged to the Alternate Payee's account/share. If there are not sufficient funds in either party's account to pay that party s respective share of the fee, the difference shall be charged to the other party BY THE COURT JUDGE Petitioner ................. ............................... Respondent 16 Rer wn I Sep 12. 20162: 13 PM 98781 -02 Villaged TK-1a Enhanced Plan Services Election Form [for 401(k) and 401(a) Plans] This Enhanced Plan Services Election Form allows you to add individual services or all of the services to your Plan. Please rctcr to the Service Agreement Addendum for features that may apply to the Enhanced Plan Services arrangement when completing this form. A. , Plan Information Plan Name Village of Tcquesta 40l (a) Plan Plan Number 98781-02 'El ElectioniForApproval :Services ❑ Eligibility Determination Enrollment . In order to receive this service, Employer must provide birth date, hire date, re-hire date, termination.date, and eligibility indicator* for each employee on a pavroll period basis ❑ Online Enrollment In order to receive this service. Employer must provide birth date, address.,hire date, re-hire date. termination date, eligibility indicator**, gentler *••, salary* * *, and participation date for each employee on a payroll period basis ❑ BeneficiaryRecordkceping In order to receive this service, Employer must provide birth date, address and marital status on a payroll period basis ❑ Deferral Recordkeeping In order to receive this service. Employer must provide birth date, address, lure date. re -hire date: termination date, eligibility indicator: and participation date for each employee on apayroll period basis ❑ Loans In order to receive this service. Employer most provide birth dale, address, hire date, re-hire date, termination dale, and'data to calculate vesting' * ** for each employee on a payroll period basis ❑ Vesting In order to receive this service, Emplojrr must provide birth date, hire date. re -hire date, termination date, eligibility indicator. and YTD hours of service OR current period hours worked for each employee on a payroll period basis based on your plan's set -up ❑ Distribution Processing for Sevenince of Einployanent or Retirement In order to receive this service, Employer must provide birth date, address. hire date, re -hire date, termination date, and data to calculate . vesting*••* for each employee on a payroll period basis ❑ Ire- Service Distributions at Age 59 In order to receive this service, Employer must provide birth date. address, hire date, re -hire date, termination date, and data to calculate vesting`'** for each employee on a payroll period basis Cl Required Minimum Distributions In order to receive this service. Employer must provide birth date, address, hire date, re -hire date, termination date, data to calculate vesling * * ** and participant owners of 5 " % or more for each employee on a payroil basis. ❑ Beneficiary Confirmation far Death Benefit Claims In order to receive this service. Employer must also utilize Great- West's'benef ciary rccordkecping and vesting tracking services, if the Plan has a vesting schedule. ❑ Safe Harbor Hardships in order to receive thisservice, Employer must also utilize Great- West 'sibeneficiary recordkeeping and deferral rccordkecping services, as well a's Great- West - s vesting tracking service. ifthe Plan has a vesting schedule. " ❑Qualified Domestic Relations Orders (QDRO0 In order to receive this service, Employer must also utilize Great - West's vesting tracking service ifthe Plan has a vesting schedule. ❑ ['hemming Rollovers In order to receive this service, Employer must provide birth date. address, hire date, re -Hire date, termination date, eligibility indicator; and participation date for each employee on a payroll period basis For employees in an excluded class or employees who move from an'excluded class to an eligible class. " If Empower is not providing eligibility determination services. ••* If plan has Managed Accounts as default or for plans with Managed Accounts electing the Retirement Readiness Report Card. •• "• ifapplicable. By signing the Agreements/Signature Adoption Page, Employer agrees to provide the data clements'outlined lift each elected service on a payroll period basis. Revision I - Sep 12, 2016 2:17 PM 98181 -02, 1f1age of Tequesto . .. . ............. ...... ... ... ........ . . ...................... ................................ . .......... ................ .................. . ............ . . ..... . .. . ...... fags; - �Viaago of TequssU 98781-02 By signing this Agreements/Services Signature Page, the parties certify that they have read and understood this Agreement and all applicable documents set forth below, that they agree to be bound by the terms and condibons of these Agreements and applicable documents listed below, and that they have the authority to sign and adopt these Agreements and applicable documents. Documents Ihat eSuire not rpAuire return to Great-West) • Services Agreement • Services Agreement Addendum For Enhanced Signatureless Rwcordke—epling Services (it applicable) • Group Annuity Contract (if applicable) • Procedures for Complying with Fund Company Market Timing and Excessive Trading Policies • Business Continuity Plans • Privacy Notice Exhibit • Morningstar Investment Management LLC Advisory Services Agreement (it applicable'� with Form ADD Part i 11 (it applicable) • Millennium Trust Autornatic Rollover IRA Pro (,farn Documents that mairs sub i ion to Great-West and �k • Contacts • Loan Policy • Empower Retirmient Life Insurance Guidelines and Policies (if applicable) • Appendix A of the Morningstar Investment Management LILG Advisory Services Agreement (if applicable) Documents that requ!M #, separate slanature and submission to Great-West • Plan Service Center Application (PSC) • Group Annuity Contract Application (if applicable) • Signature Authorization Form • Automatic Rollover IRA Election Form of applicable per plan document de minirnis rules) • Millennium Trust Automatic Rollover Services Agreement of applicable per plan document de minimis rules) • Self-Directed Account Information (if applicable) • Custom Asset Allocation Model Solution Authorization Form (if applicable) • Morningstar Investment Management LLC Advisory Services Agreement (if applicable) • Agreements. - Service Signature Page Consent to Receive Coat mgnir, ,41tion and Documents Ell ",tronicaltv In accordance with applicable law, Great-West Life & Annuity lnsu. Company must obtain the Plan s consent tcl receive privacy notices electronically. Privacy notices will be delivered electronic'My with your consent below 0 The Plan hereby consents to receive privacy notices eitectronically. 01 The Plain. does not consent to receive privacy notices electronically Great-West reserves the. right to provide communications and documents in an electronic formal By signing below, Plan Sponsor understands, acknowledges and consents to the electronic communication of all general Plan Sponsor communications and the electronic delivery of plan, and semoe-related information Certain documents delivered electronically may still require Plan Sponsor signatures. Plan Sponsor understands and agrees that Plan Sponsor can elect to receive all corminuntcations in paper form I lq WITNESSV71 the par llei - duly execute this Agreement as o;_s: Employer By ......... _ ..... . .... Print Name Michael Couzzo rnc6 t a. - 0 — rg E-Mail Village Manager Date September 12, 2016 Great-West Life Annuity Insurance Company By Print Name: Brent Neese Title �,Sen r Vict t i,,pytMmi g LlMark Its Date 9/1212016 987si-W Vill afia To the extent applicable, for the Employer's election of the Reality Investing ID Advisory Services under the Reality Investing Advisory Services Agreement Advised Assets Group, LLC By: Print Name: David Musto Title: President & Chief Executive Officer Date: 9/12/2016 Rev,Sw 1 Sep 11. 2016 2 .17 761 96761.02 V,eage of Tw:..Sta