ADMINISTRATIVE SERVICES AGREEMENTADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is effective on the date written below b;��
and between Nationwide Retirement Solutions, Inc., a Delaware corporation (hereinafter "Nationwide")�.,
and City of Clearwater, the Plan Sponsor ("Plan Sponsor").
WHEREAS, Plan Sponsor, pursuant to and in compliance with the Internal Revenue Code o1'
1986, as amended (hereinafter referred to as the "Code"), established and sponsors a Section 457 Pla���
(hereinafter the "Plan");
WHEREAS, the Plan Sponsor desires to have Nationwide perform the non-discretionar��
recordkeeping and administrative services described in this Agreement (hereinafter referred to as
"Administrative Services"); and
WHEREAS, Nationwide desires to provide such Administrative Services subject to the term��
and conditions set forth in this Agreement.
NOW THEREFORE, Nationwide and Plan Sponsor desire to enter into this Agreement.
1. DESIGNATION
Plan Sponsor designates Nationwide as Plan Sponsor's nondiscretionary provider off
Administrative Services for the Plan in accordance with the terms of this Agreement.
2. APPOINTMENTS AND RESPONSIBILITIES
Plan Sponsor:
Plan Sponsor is responsible for maintaining the Plan and for maintaining the tax-qualified statu:�
of the Plan. Plan Sponsor represents and warrants that the Plan has been properly adopted anr,l
established in accordance with any applicable state or local laws or regulations governing thr;;
Plan Sponsor's ability to sponsor the Plan. Plan Sponsor warrants that the 457 Plan wa:�
established, and will be maintained by Sponsor, in accordance with the provisions of Section 45';�
of the Code. Plan Sponsor further acknowledges and agrees the Plan Sponsor is an eligibl�;;
employer as defined by Section 457 of the Code.
Plan Sponsor hereby appoints Nationwide to act as the Plan Sponsor's provider of Administrativ�;;
Services for the Plan. Any duties or services not specifically described herein as being provider,l
by Nationwide are the responsibility of the Plan Sponsor.
Nallonwide:
Nationwide will serve Plan Sponsor, in a non-fiduciary capacity, as the provider o�
Administrative Services for the Plan Sponsor with respect to the Plan. Nationwide will no�t
exercise any discretionary control or authority over the Plan or the assets of the Plan, and thi:>
A�g.�,eement does not require Nationwide to do so. Nationwide agrees to perform al.l
t�dministrative Services for the Plan Sponsor with respect to the Plan as described in this
Agreement. This Agreement does not require, nor shall this Agreement be construed a:�
requiring, Nationwide to provide investment, legal, or tax advice to the Plan Sponsor or to th�E;
participants of the Plan.
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3. TERM
4.
5.
This Agreement shall remain in effect until terminated by one or both of the parties pursuant tc�
Section 6 of this Agreement.
COMPENSATION
Nationwide shall be entitled to compensation for performance of the Administrative Services for
the Plan under this Agreement. Unless otherwise permitted under this Agreement, sucl�
compensation shall be in the form of payments made by Nationwide's affiliates includin�;
Nationwide Life Insurance Company (NLIC) under their separate arrangements.
Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in connectioi��
with the sale and servicing of investments allocated to participant Plan accounts ("Investmenrt
Option Payments"). As compensation for the services provided in this Agreement, the parties
agree that Nationwide and its affiliates are entitled to receive the Investment Option Payments. L��
addition to the foregoing, the parties acknowledge and agree that Nationwide or its affiliates ma;��
receive revenue associated with annuity contracts offered by NLIC, as well as fees associaterl
with specific services or products.
Plan Sponsor may request Nationwide and/ar its afiiliates to provide additional services no�
described in this Agreement by making such a request in writing, which Nationwide may decidi;
to perform for compensation to be negotiated by the parties prior to the commencement of thi ;
additional services.
ADMINISTRATION SERVICES
A. ENROLLMENT AND COMMUNICATION/EDUCATION SERVICES
Nationwide agrees to establish an account for each Plan participant, beneficiary and alternatr;:
payee (for purposes of this Agreement only, hereinafter refened to as "participants"). For each
such account, Nationwide will record and maintain the following information:
(a)
(b)
(c)
(d)
(e)
(�
(g)
(h)
(i)
G)
(k)
(1)
(m)
(n)
name;
Social Security number and/or identifying account number;
mailing address;
date of birth;
current investment allocation direction;
contributions allocated and invested;
investment transfers;
benefit payments;
current account balance;
transaction history since funding under the Agreement;
contributions since funding under the Agreement;
e-mail address (optional);
benefit tax withholding information; and
such other information as agreed upon by the Plan Sponsor and Nationwide.
Nationwide will post and credit the amounts transmitted by the Plan Sponsor to the accounts o�
Plan participants in accordance with the latest written instructions from participants or the Pla���
Sponsor (as applicable) on file with Nationwide.
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Nationwide agrees to process the enrollment of employees eligible to participate in the Plan a��
determined by the Plan Sponsor. The Plan Sponsor agrees to allow and facilitate the periodir.:
distribution of materials to Plan participants at the time and in the manner determined by the Plar.�
Sponsor; provided however, that all reasonable expenses associated with such distribution shalil
be paid by Nationwide. The Plan Sponsor further agrees to allow and facilitate the periodir.:
distribution to its employees of materials prepazed by Nationwide regarding products and service��
offered by Nationwide, or its affiliates, which Nationwide reasonably believes would bi ;
beneiicial to such Plan participants.
B. PLAN CONTRIBLTTIONS
Nationwide agrees to post funds received as contributions in accordance with that separati:
agreement between Plan Sponsor and NLIC when received in good order by Nationwide. Thr::
term "in good order", as used in this Agreement, means the receipt of required information b!,
Nationwide, in a form deemed reasonably acceptable to Nationwide (in Nationwide's sol� :
discretion), with respect to the processing of a request or the completion of a task by Nationwid�:
that reasonably requires information from a third-party. For transactions that are not in gooci
order, Nationwide shall return the funds to the Plan Sponsor within five (5) "Business Days."
Nationwide will not be liable for any delay in posting if the Plan Sponsor fails to send the fund�s
representing contribution amounts or contribution allocation information in accordance witln
Nationwide's instructions to the central processing site designated by Nationwide, or for an!�
delay in posting that results from the receipt of funds and/or contribution allocation that
Nationwide determines to be not in good order.
As used in this Agreement, the term "Business Day" means each Monday through Friday that the:
New York Stock Exchange is open for business.
The Plan Sponsor agrees to:
Transmit Plan contributions to Nationwide.
2. Provide to Nationwide, in a mutually agreed upon electronic, paper, or magneti�;
media, contribution allocation information with respect to participant accounts tc:�
include not less than the following:
Name of participant
Social security number of participant and/or identifying account number
Amount to be credited to participant's account(s)
Funds may be sent by wire transfer, through an automated cleazinghouse or b�i
check in accordance with written instructions provided by Nationwide. Failure tc:�
follow the written instructions provided by Nationwide may result in delay of
posting to participant accounts.
The Plan Sponsor is responsible for providing updated information regardin��;
Plan participants requested by Nationwide that the Plan Sponsor and Nationwid�;
mutually agree is necessary for Nationwide to perform the Administrativc,
Services to the Plan Sponsor under this Agreement.
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C. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS
Nationwide will provide a secure Internet site. Using this site, participants may,
(i) obtain such information regarding their accounts and (ii) conduct transactiont�
with respect to their accounts. The Plan Sponsor authorizes Nationwide to honor
instructions regarding such transactions that may be submitted by a participan.t
using the secure Internet site. Nationwide will operate its Internet site 'v�i
accordance with reasonable provisions to ensure the security of such service.
2. Participants will have the ability to exchange existing account balances, in full on
in part, and to redirect future contributions from one Investment Option offerecl
by the Plan to another on any Business Day, subject to Nationwide policies anr,l
any restrictions required by the investment options.
Participants will receive quarterly statements detailing their account activity fo�x
the Plan.
4. Nationwide agrees to deliver account statements (by U.S. mail or electronically )
to participants within thirty (30) calendar days after the end of each calendar
quarter. This timeframe is contingent upon Nationwide receiving index fun�ci
returns from the mutual fund providers within four (4) Business Days after the
end of each quarter.
D. DISTRIBUTIONS
1. Nationwide shall make all distributions as permitted by the Plan. Participants arf;
responsible for selecting a form of payment from those available under the term:�
of the Plan and making all other determinations regarding available distributions
options, e.g., rollover to an individual retirement annuity or another eligiblE;
retirement plan, etc.
2. Nationwide shall furnish each participant who has received a benefit payment tax
reporting forms in the manner and time prescribed by federal and state law.
3. To the extent required by federal and state law, Nationwide will calculate an�ci
withhold from each benefit payment federal and state income taxes. Nationwidf;
will report such withholding to the federal and state governments as required by
applicable law.
6. TERMINATION
Either the Plan Sponsor or Nationwide may terminate this Agreement for any reason upo:n
providing one-hundred and twenty (120) days written notice to the other party. Provision of sucfi
written notice of termination by Sponsor to Nationwide does not relieve the Plan Sponsor of any
termination requirements that may be associated with specific investment options, nor does :it
relieve Plan Sponsor of any termination requirements associated with those investment options.
7. ASSIGNABILITY
No party to this Agreement shall assign the same without the express written consent of the othe;r
party, which consent shall not be unreasonably withheld. This provision shall not restri<:t
Nationwide's right to delegate certain services to an agent, including any af�liate. Unless agreeci
to by the parties, no such assignment shall relieve any party to this Agreement of any duties c�r
responsibilities herein.
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8. CONFIDENTIALITY
Nationwide agrees to maintain all information obtained from or related to all Plan participants a;,,
coniidential. The Plan Sponsor and Nationwide agree that Nationwide, its officers, employees,�
brokers, registered representatives, affiliates, vendors and professional advisors (such a.,,
attorneys, accountants and actuaries) may use and disclose Plan and participant information only
to enable or assist it in the performance of its duties hereunder and with other Plan-relatec�
activities, and the Plan Sponsor expressly authorizes Nationwide to disclose Plan and participant:
information to its agents and/or broker of record on file with Nationwide. Plan and participant:
information may also be used or disclosed by Nationwide to other third parties pursuant to ;�.
written authorization signed by the Plan Sponsor. Notwithstanding anything to the contrarp
contained herein, it is expressly understood that Nationwide retains the right to use any and all.
information in its possession in connection with its defense and/or prosecution of any litigation.
which may arise in connection with this Agreement, the investment arrangement funding thE::
Plan, or the Plan; provided, however, in no event will Nationwide release any information to an�r
person or entity except as permitted by applicable law.
This Section 8 will survive the termination for any reason of this Agreement.
9. CIRCUMSTANCES EXCUSING PERFORMANCE
Neither party to this Agreement shall be in default by reason of failure to perform in accordance.
with its terms if such failure arises out of causes beyond their reasonable control and without faull:
or negligence on their part. Such causes may include, but aze not limited to, Acts of God o�r
public enemy, acts of the government in its sovereign or contractual capacity, fires, floods,
epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather.
Neither party shall be responsible for performing all of that portion of services precluded by tht:
foregoing events for such period of time as the Plan Sponsor or Nationwide are precluded from.
performing such services in the normal course of business. Neither Nationwide nor the Plan.
Sponsor shall be liable for lost profits, losses, damage or injury, including without limitation,
special or consequential damages, resulting in whole or in part from the foregoing events.
"Acts of God" are deiined as acts, events, happenings or occurrences due exclusively to natural
causes and inevitable accident or disaster, exclusive from all human intervention.
10. INDEMNIFICATION
Nationwide agrees to indemnify, defend and hold harmless the Plan Sponsor, its officers,
directors, agents, and employees from and against any loss, damage or liability assessed against.
the Plan Sponsor or incurred by the Plan Sponsor arising out of or in connection with any claim,
action, or suit brought or asserted against the Plan Sponsor alleging or involving Nationwide';�
non-performance of the provisions of this Agreement under Nationwide's exclusive control, o�r
negligence or willful misconduct in the performance of its services, duties and obligations unde���
this Agreement.
11. PARTIES BOUND
This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit o1f'
the successors and assigns of Nationwide and the Plan Sponsor. The Plan and Plan participants
are not parties to this Agreement, and Nationwide has no contractual obligations to the Plan o�r
Plan participants. This Agreement shall be enforceable only by the parties, not by Plaz�
participants or other third-parties, and is intended to create no third party beneficiaries.
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12. APPLICABLE LAW AND VENUE
The laws of the state in which the Plan Sponsor is located shall govern the rights and obligation:>
of the parties under this Agreement without regard to choice of law principles.
13. MODIFICATION
This writing is intended both as the �nal expression of the Agreement between the parties and as
a complete statement of the terms of the Agreement. Notwithstanding anything contained herei�-�
to the contrary, this Agreement may be amended from time to time and as mutually agreed upo��i
by the parties. Except as otherwise provided herein, no modification of this Agreement shall br;;
effective unless and until such modification is evidenced by a writing signed by both parties.
14. NO WAIVER
The failure of either party to enforce any provision of this Agreement shall not be construed as ��
waiver of that provision or of any other provision in this Agreement and either party may, at an;��
time, enforce the provision previously unenforced, unless a modification to this Agreement ha��
been executed that affects the provision previously unenforced.
15. SEVERABILITY
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction where:
performance is required shall be ineffective to the extent such provision is prohibited or
unenforceable without invalidating the remaining provisions, and any such prohibition oa�
unenforceable provision in any jurisdiction shall not invalidate or render unenforceable such�
provision in any other jurisdiction.
16. COMPLIANCE WITH LAWS
Both the Plan Sponsor and Nationwide agree to comply, in their respective roles under thi;,�
Agreement, in all material respects with all applicable federal laws and regulations as they affecl:
the Plan and the administration thereof. Nothing contained herein shall be construed to prohibil:
either party from performing any act or not performing any act as either may be required by
statute, court decision, or other authority having jurisdiction thereof.
17. PRIVITY OF CONTRACT
Plan Sponsor acknowledges and agrees that Nationwide and Plan participants shall have n<�
privity of contract with each other.
18. HEADINGS
The headings of articles, paragraphs, and sections in this Agreement are included for convenience�
only and shall not be considered by either party in construing the meaning of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Ageement effective on the date fir��t
written above.
Effective Date: i � to i�
Nationwide Retirement Solutions, Inc.:
By: -w+✓
Name: {Gr.�.� �s�,y��...
Title: gVl�� I�lE1"7�10�1WIt'7F�
Plan Sponsor
Countersigned:
•• L�Q,�(tQ�C�(�Fvs
George N. Cretekos
Mayor
Approved as to form:
•�� /
Leslie K. Dou 11- ides
Assistant City rney
CTTY OF CLEARWATER, FLORIDA
By: i a,cv�-F�- —�
William B. Horne II
City Manager
Attest:
� � " i.�Z L�..
Rosemarie Call
City Clerk
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