NON-ERISA RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENTNon -ERISA RETIREMENT PLAN ADVISORY
AND CONSULTING AGREEMENT
Legal Name of Plan:
MONTGOMERY
RETIREMENT PLAN ADVISORS
City of Clearwater 401(a) Money Purchase Pension Plan, ICMA 467 Government Plan and Trust, Nationwide 457 Government Plan and Trust
Name of Employer/Plan Sponsor: City of Clearwater
This Retirement Plan Advisory and Consulting Agreement and Appendices A, B and C, which are attached and incorporated by
reference (collectively, the "Agreement"), is effective on the date noted on the signature page below (the "Effective Date"), If
accepted by the Advisor and is made by and between (I) the Employer/Plan Sponsor (the "Sponsor") of the retirement plan named
above (the "Plan") and (iI) IFP Advisors, Inc. ("Advisor"). Advisor does business as Independent Financial Partners ("IFP") and as
Montgomery Plan Advisors. Advisor is a corporation with its principal office in Tampa Florida, and is federally registered with the
U.S. Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940 (the
"Advisers Act"). Advisor acts through its independent contractor investment advisor representative(s) identified on the signature
page below (the "Investment Advisor Representative" or "IAR").
1. SERVICES
Advisor, through the Investment Adviser Representative, agrees to provide to the Pian the services selected by Sponsor by
marking the box before each service in Appendix B ("Services").The Services that may be selected in Appendix B are identified
In Appendix B as either Advisory Services or ConsultingServices. Failure to mark a box is an express indication that Advisor will
not perform that Service.
Advisory Services
If Sponsor selects any service that is identified In Appendix B as an Advisory Service, Advisor and IAR will each act as a
fiduciary, in good faith and with the degree of diligence, care and skill that a prudent person rendering similar services
would exercise under similar circumstances. When providing any Advisory Services, Advisor will solely be making
recommendations to Sponsor and Sponsor retains full discretionary authority or control over assets of the Plan.
Sponsor is not required to implement any recommendations made by Advisor or to otherwise conduct business
through Investment Adviser Representative. Any recommendations are based upon Advisor's professional judgment
and the results are not guaranteed.
1.2. Consulting Services
Advisor agrees to perform any Consulting Service solely in a capacity that would not be considered fiduciary.
1.3. Limitations on Services
Sponsor understands and agrees that in providing any Service selected in Appendix B, Advisor:
a) Will not, unless expressly stated in writing: (i) serve as a Plan custodian, third party administrator or
recordkeeper; or (ii) assume the duties of a trustee of the Plan or administrator.
b) Will have no authority or responsibility to vote proxies for securities held by the Plan or take any
other action relating to shareholder rights regarding those securities, including delivering the
prospectus for those securities. Sponsor reserves to Itself all authority to vote proxies.
c) Will have no authority or discretion to: (i) Interpret the Plan documents (except as reasonably
required to provide the services explicitly selected in Appendix B of this Agreement); (11) handle
benefit claims under the Plan; (Ili) determine eligibility or participation under the Plan; or (iv) take
any other action regarding the management or administration of the Plan. Specifically, and without
limitation, Advisor, directly or acting through the Advisor, has no authority, discretion, or
responsibility to: determine eligibility to participate in the Plan, calculate benefits, prepare or
distribute any notices to participants or beneficiaries, perform recordkeeping or actuarial services,
determine amount or timing of contributions to the Plan or distributions or withdrawals from the
Plan, or select or certify any Investment advice computer model or any other service not expressly
stated in Appendix B.
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d) Will not, and cannot, provide legal or tax advice to Sponsor and/or the Plan (or any Plan participant
or beneficiary), and Sponsor agrees to seek the advice of Its own legal and/or tax advisor, as to all
matters concerning the Plan, including, without limitation, the operations and administration of the
Plan and how the Plan may comply with applicable law, including the Internal Revenue Code of
1986, as amended (the "Code").
e) Will not have any responsibilities or potential liabilities for (i) investments offered by the Plan that
are not recommended to the Plan by Advisor (e.g., employer securities or self-directed brokerage
accounts), (ii) Plan assets that have been excluded from the Services, as designated in Appendix A,
or (iii) special investment instructions made by Sponsor, as specified in Appendix A.
f) Will not be responsible or liable for recommendations or services rendered by third -party service
providers ("other provider") or the other provider's compliance with applicable laws, including,
without limitation, the Code.
2. FEES
2.1. Amount and Payment
In consideration for the Services provided, Sponsor will pay, or will cause the Pian to pay, to Advisor the Fee(s)
described in Appendix C ("Fees"). Sponsor acknowledges that the Plan may Incur other fees and expenses, including
but not limited to Investment -related expenses Imposed by other service providers and mutual fund managers not
affiliated with Advisor. Those other fees and expenses charged by the Plan's custodian, trustee, third -party
administrator, and/or recordkeeper are in addition to the Fees.
The only compensation received by Advisor for Services are the Fees, and no increase in the Fees will be effective
without prior written Notice as defined In Section 10.5 of this Agreement. Despite this, and not necessarily related to
the Services, various vendors, product providers, distributors and others may provide non-cash compensation by
paying some expenses related to training and education, travel expenses, and attaining professional designations.
Advisor and/or IAR might recelve cash and non-cash compensation to subsidize its/their own training programs.
Certain vendors may invite Advisor and/or IAR to participate in conferences, on-line training or provide publications
that may further Advisor and/or IAR and employees' skills and knowledge. Some may occasionally provide Advisor
and/or IAR gifts, meals and entertainment of reasonable value consistent with industry rules and regulations. (A more
detailed description of the types and potential cash and non-cash compensation provided can be found in Advisor's
Form ADV Part 2A and Advisor's Part 2B.)
2.2. Authorization to Remit Fees and Information
Sponsor agrees to instruct the Plan's recordkeeper or custodian (or other custodian of the Plan's assets) (collectively,
"Recordkeeper") regarding its obligation to calculate the Fees according to Appendix C. Notwithstanding the Plan's
obligation to pay Fees, Sponsor may elect within its sole discretion to pay any or all Fees to Advisor instead of the Plan
paying the Fees, provided that any Fees remaining unpaid after thirty (30) days from the date of invoice will be due and
payable immediately by the Plan. If Sponsor elects to direct the Recordkeeper to pay the Fees to Advisor from Plan
assets pursuant to Appendix C, Sponsor will authorize the Recordkeeper to remit the Fees within thirty (30) days,
directly to Advisor.
Advisor and the IAR are not liable to the Plan, Plan participants or beneficiaries, or any other fiduciary of the Plan or
anyone else for errors made by others in the calculation or payments of Fees. Any miscalculation known to Advisor that
results in overpayment by Sponsor, will be refunded promptly. Sponsor authorizes all third -party service providers to
provide Advisor with copies of reports or information related to the Services and agrees to provide this authorization in
a separate writing, if requested. If a Solicitor is named in Appendix A, Sponsor understands and agrees that Advisor
will pay a portion of the Fees to the Solicitor in accordance with an agreement between the Solicitor and Advisor.
These arrangements are described in Advisor's Form ADV Part 2A and in a separate solicitor's disclosure document.
Solicitor is required to provide both of those documents to the Sponsor, and Sponsor acknowledges that It has received
them.
The separate solicitor's disclosure document contains information about the services the Solicitor may perform, which
may include one or more of the Consulting, as well as the amounts Advisor will pay to the Solicitor. These
arrangements will not change the Fees that Sponsor pays to Advisor under this Agreement and the Fees rate will be the
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same as for similarly situated sponsors who are not referred to Advisor by a Solicitor.
3. CUSTODY OF ASSETS AND OTHER SERVICES
The only Services Advisor will provide to the Plan are described in this Agreement. Custody of all Plan assets will be
maintained with a third -party custodian selected by Sponsor, and Plan recordkeeping will be provided by a third -party
recordkeeper selected by Sponsor. Advisor will have no custody of any Plan assets. Sponsor will be solely responsible for
paying all Fees or charges of the Recordkeeper. Advisor will not have any liability for custodian and/or custodial arrangements
or the acts, conduct, or omissions of the custodian. Sponsor authorizes the Recordkeeper to provide Advisor with copies of all
periodic statements and other reports that the Recordkeeper sends to Sponsor.
Advisor is not responsible for placing trades or entering orders for securities transactions with Plan assets or executing any
trades or orders. Advisor does not request or accept the discretionary authority to determine the broker-dealer to be used for
Plan accounts. In accepting the Sponsor's direction to use a particular broker-dealer, Advisor will not have the authority to
negotiate commissions among the various broker-dealers, and best execution may not be achieved, resulting in higher
transaction costs for the Plan.
4. NON -EXCLUSIVITY
Sponsor understands that Advisor may perform services for other clients and may also give advice and take action in
performing its duties for those other clients (including those who may have similar retirement plan arrangements as Sponsor)
that may differ from advice given, or in the timing and nature of action taken, with respect to Sponsor. Advisor has no
obligation to advise Sponsor in the same manner as it may advise any of its other clients.
5. VALUATION
Advisor may rely, without independent verification, upon valuation of assets as provided by Sponsor or the Recordkeeper of
the Plan's assets. In all events, Sponsor acknowledges that any valuation will not be any guarantee of the market value of any
asset in the Plan.
6. REPRESENTATIONS OF SPONSOR
Sponsor represents that:
6.1. This Agreement is binding on the Sponsor, authorized by the Plan and does not violate any prior obligation or
agreement.
6.2. Sponsor is solely responsible for the Plan's compliance (both in form and operation) with all applicable federal and
state laws, rules and regulations, including, but not limited to, the Code.
6.3. Sponsor will comply with all applicable federal and state privacy and information security laws governing the use,
disclosure and safeguarding of nonpublic personal information.
6.4. Advisor is not responsible for monitoring whether any class action lawsuits have been filed pertaining to
investment recommendations, investment purchases, or investment sales; nor for determining whether the Plan is
eligible to participate; nor whether It is in the best interests of the Plan to participate in a class action.
6.5. Sponsor is solely responsible for determining whether or not to enter into any arrangement(s) in connection with
the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and
operation of the Plan andfor determining whether or not any arrangement is reasonable and appropriate with
respect to compensation paid for and conflicts of interest(s) arising in connection with the services and/or
products provided.
6.6. Sponsor authorizes Advisor to initially deliver Advisor's Form ADV Part 2A, Form ADV Part 2B, and Advisor's Privacy
Policy (collectively, the "Disclosure Documents") to Sponsor at the time of, or prior to, entering into this
Agreement. Initial delivery of Advisor's Disclosure Documents will be made by one or more of the following
methods: personal delivery, USPS or other recognized delivery service, or through the use of electronic means
including electronic mall and/or posting to a website. Sponsor authorizes subsequent delivery of any documents to
be made through the use of electronic means. Neither Advisor nor IAR is responsible for determining whether the
use of any electronic communication complies with the applicable requirements of the Code. Advisor is not
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responsible for prospectus delivery.
6.7. Before this Agreement was entered into, Advisor and/or any Solicitor provided to Sponsor information regarding
services, compensation, fiduciary obligations and potential and/or actual conflicts of interest, and Sponsor
acknowledges that It received that Information sufficiently in advance of entering into this Agreement to make an
informed decision to engage Advisor. The Information is included in this Agreement and its Appendices, in
Advisor's Form ADV Part 2A ("ADV"), IAR's Form ADV Part 2B ("Brochure Supplement"), and Advisor's Privacy
Policy.
6.8. Any individual signing this Agreement and any appendices on behalf of the Sponsor represents that he/she: (I) is
Independent of and unrelated to Advisor and/or IAR or any of their affiliates; (11) is a fiduciary of the Pian or other
authorized delegate of Sponsor regarding the control or management of the assets of the Plan; (111) has the power
and authority to appoint registered investment advisers and consultants under the terms of the Plan and to enter
into contractual arrangements with third parties to assist in the discharge of these and related duties and (iv) Is
authorized to sign on behalf of the Sponsor and no other signatures are required.
6.9. Sponsor will promptly provide Advisor any amendments to the Plan's governing documents that Advisor may
request and are reasonably expected to alter or affect the performance of Services under this Agreement, in
accordance with Section 10.5.
6.10. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be: (i) in
the best interests of the Plan and its participants; (ii) necessary for the operation of the Plan; and (iii) reasonable
and appropriate based upon the compensation to be paid for the Services.
6.11. Advisor may provide other services to plan participants when the services are independently sought by
participants, including recommendations about the advisability of taking retirement Plan distributions or how to
invest the proceeds of a distribution. These other services will be performed separately from Services to the Plan,
are not part of this Agreement, and will be defined in a separate agreement with the Plan participant individually.
6.12. If Fees are to be paid out of Plan assets, the documents governing the Plan permit payment of the Fees out of Plan
assets. No Fees paid from Plan assets are for expenses relating to settlor functions, such as for decisions relating to
the formation, design and termination of the Plan, unless otherwise authorized by law.
6.13. Sponsor acknowledges that investments fluctuate In value and the value of Investments when sold may be more or
less than when purchased, and that past investment performance does not guarantee any level of future
investment performance.
6.14. Sponsor will cooperate fully with Advisor in providing the Services. Sponsor will authorize the Recordkeeper to
provide Advisor information or data about the Plan, Its participants and assets, and participant information that
Advisor reasonably requests.
6.15. Advisor may engage third parties as subcontractors to assist Advisor in performing any Consulting Service and may
engage sub -advisors to assist it in providing any Advisory Service.
7. REPRESENTATIONS OF ADVISOR
Advisor represents that:
7.1. Advisor is registered as an investment adviser under the Advisers Act, and will maintain Its registration.
7.2. Advisor has the power and authority to enter into and perform this Agreement, and will obtain and/or maintain
any authorizations, permits, certifications, licenses, filings, registrations, approvals or consents, which must be
obtained by it from any third party, Including any governmental authority, in connection with this Agreement.
7.3. Advisor will receive the Fees shown in Appendix C only, and does not receive any compensation from any third
party in connection with the Services.
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7.4. Advisor agrees to comply with all applicable federal and state privacy and information security laws governing the
use, disclosure and safeguarding of nonpublic personal information.
8. INDEMNITY; DATA DISCLOSURE
8.1. Indemnification
a) RESERVED
b) RESERVED
c) Notwithstanding anything contained herein to the contrary, any indemnification provision shall not
be construed as a waiver of any Immunity to which Sponsor is entitled or the extent of any limitation of
liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall be
interpreted as limiting or in any way affecting any defense Sponsor may have under § 768.28, Florida
Statutes or as consent to be sued by third parties.
8.2. Data Disclosure
Advisor will use reasonable efforts to ensure that the data, analysis, and other Information it provides in connection
with the Services are correct. Although gathered from sources believed to be reliable, Sponsor acknowledges that
Advisor cannot guarantee the accuracy of the information received by Sponsor or third parties used to provide the
Services. The completeness and timeliness of all data and information used to provide the Services is dependent upon
the sources of that data and information, which are outside of Advisor's control.
8.3. Information from Sponsor
The Services provided by Advisor are based in part on information provided by Sponsor, Sponsor's representatives, and
Sponsor's other service providers. Sponsor acknowledges that Advisor is entitled to rely upon all information necessary
to carry out the duties under this Agreement that is provided by Sponsor's representatives or Sponsor's other service
providers, without independent verification by Advisor. Sponsor represents that all information provided to Advisor
will be true, correct, timely and complete in all material respects.
Sponsor agrees to promptly notify Advisor in writing of any material change in information it provides and to promptly
provide any additional information as may be reasonably requested by Advisor. Sponsor will promptly notify Advisor of
any errors in accuracy or completeness in any of the data, analyses, opinions, or other information it provided to
Advisor in connection with the Services. Advisor will not be responsible for any payment or contribution to the costs,
fees, taxes, or penalties that the Sponsor, Plan participants or beneficiaries, or other Plan fiduciary Incur as a result of
any errors in valuation or payment.
8.4. Authority to Receive Information from Third Parties
Advisor is authorized by Sponsor to obtain all information from service providers, investment managers, the
Recordkeeper, the Plan's trustee and Plan's administrator as it may reasonably require. Sponsor authorizes the Plan's
custodian, product vendor, trustee or any third party responsible for any aspect of Plan operation to promptly release
the information to Advisor immediately upon request by Advisor. Advisor will not be under any obligation to verify any
information obtained from the Plan or its agents and may rely upon the Information in performing Services. Advisor
may obtain information from a wide variety of publicly available sources and do not claim to have sources of inside or
private information.
9. TERMINATION
This Agreement terminates on January 1, 2023. Any party may terminate this Agreement without charge or penalty upon
thirty (30) days prior written Notice to the other party. Advisor will be entitled to a pro -rata amount of compensation earned
prior to the date of termination; alternatively, Plan will be entitled to a pro -rata refund of any unearned compensation
subsequent to the date of termination paid in advance to Advisor pursuant to this Agreement. Any termination will not,
however, affect the liabilities or obligations of the parties arising from transactions initiated prior to the termination, and the
liabilities and obligations (together with the provisions of Sections 8, 10.8 and 11) will survive any expiration or termination of
this Agreement. Upon termination, Advisor will have no further obligation under this Agreement to act or advise Sponsor with
respect to Services except as agreed to by the parties at the time of termination.
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Non -ERISA Retirement Pian Pdvlsory and Consulting Agreement 5
Non -ERISA RETIREMENT PLAN ADVISORY
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10. GENERAL PROVISIONS
10.1. Assignability
This Agreement Is not assignable by either party without the prior written consent of the other party. Sponsor will be
deemed to provide written consent to any proposed assignment if the procedures of Section 10.3, known as "negative
consent" procedures, are followed. Both parties acknowledge and agree that transactions that do not result In a change
of actual control or management will not be deemed an assignment.
10.2. Effect
This Agreement will be binding upon and will inure to the benefit of the parties and their respective heirs, successors,
survivors, administrators and permitted assigns.
10.3. Modification
This Agreement may be modified, including without limitation the Services to be provided by Advisor, or the Fees charged
by Advisor: (1) by written agreement between Advisor and Sponsor; or (1i) in accordance with the following procedure:
Advisor may propose to change the Fees charged, to change the Services provided, to assign the Agreement or otherwise
modify this Agreement by giving Sponsor at least sixty (60) days advance Notice of the proposed change. The Notice will
be given in the manner described in Section 10.5 below. The Notice will: (I) explain the proposed modification of the
Fees, Services, assignment or other provisions; (11) fully disclose any resulting changes in the Fees to be charged as a
result of any proposed change in the Services or other changes to this Agreement; (iii) identify the effective date of the
change; (iv) explain Sponsor's right to reject in writing the change or terminate this Agreement; and (v) state that
pursuant to the provisions of this Agreement, if Sponsor fails to object to the proposed change(s) before the date on
which the change(s) become effective Sponsor will be deemed to have consented to the proposed change(s).
If Sponsor rejects any change to this Agreement proposed by Advisor, Advisor will not be authorized to make the
proposed change. In that event, Sponsor will have an additional sixty (60) days from the proposed effective date (or such
additional time beyond sixty (60) days as may be agreed to by Advisor) to retain a service provider in place of Advisor. If
at the end of the additional sixty (60) day period (or such additional time period as agreed by Advisor), the parties have
not reached agreement, this Agreement will automatically terminate.
Notwithstanding the above, Sponsor may update information contained in Appendix A at any time in any reasonable
manner.
10.4. Severability
Should any of the provisions of this Agreement be rendered invalid by a court or governmental agency of competent
jurisdiction, it is agreed that this will not affect the enforceability of the other provisions of this Agreement, which will
remain in full force and effect.
10.5. Notices
Notice means any notice required or permitted under this Agreement which Is In writing and (I) delivered personally; (11)
mailed by registered or certified mail, return receipt requested and postage prepaid; (iii) sent via a nationally recognized
overnight courier service; or (iv) sent via facsimile.
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To Advisor:
Independent Financial Partners, Attn: Plan Advisors Division, 3030 N. Rocky Point Dr. W., Suite 700, Tampa,
FL. 33607, Fax #: 813-282-4654.
To Sponsor c/o plan fiduciary or other authorized signatory:
To the address (or Fax number, or Email address as applicable) in Appendix A — Employer Profile, or the last
address Advisor has in its records following written Notice from Sponsor.
All Notices will be deemed to have been given or made when delivered by hand or courier, or when sent by facsimile or
email, orif mailed, on the third business day after being so mailed.
Non -ERISA Retirement Plan Advisory and Consulting Agreement 6
Non -ERISA RETIREMENT PLAN ADVISORY
AND CONSULTING AGREEMENT
10.6. Headings
All headings are for ease of reference only and in no way will be understood as interpreting, decreasing or enlarging
the provisions of this Agreement.
10.7. Entire Understanding
IFP is to perform the work as defined in Request for Proposals (RFP 18-17), in accordance with the terms and
conditions specified therein, together with any addendums and other specifications, which are hereby
incorporated by reference and made a part of this Agreement. In the event of a conflict between this
Agreement and the incorporated RFP 18-17 documents, these Agreement terms shall prevail. This Agreement is
the entire understanding between the parties and supersedes all prior oral or written statements dealing with
this subject.
10.8. Applicable Law; Forum
This Agreement is governed by, and interpreted in accordance with the laws of the State of Florida without reference
to conflict of law principles, unless preempted by federal law. The parties agree that any arbitration under Section 11
below must be conducted in (or when applicable, legal suit, action or proceeding arising out of or relating to this
Agreement must be instituted and resolved in a State or Federal court in) Tampa, Florida and each party irrevocably
submits to the jurisdiction and venue in that city (and if applicable, that court).
10.9. Waiver or Limitation
Nothing in this Agreement will in any way constitute a waiver or limitation of any rights which the Sponsor or the Plan
or any other party may have under applicable federal or state securities laws.
11. DISPUTE RESOLUTION
All disputes, actions or controversies between Sponsor and Advisor which may arise out of or relate to any of the Services
provided under this Agreement, or the construction, performance or breach of this or any other agreement between Advisor
and Sponsor, whether entered into prior to, on or subsequent to the date hereof, will be resolved by negotiation of the
parties acting in good faith.
lithe parties are unable to resolve their differences through negotiation, the parties will engage in non-binding mediation,
using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once
commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the
mediator will be shared equally by the parties.
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Legal Name of Plan: cayor Clearwater 401(a)Ab ey Purchase Pension Plan,xxrA457Government Phutand Thad,n e 457 Government Plan end Moat
Name of Employer/Plan Sponsor: City of Clearwater
!FP Advisors, Inc., by its Investment Advisor Representative(s)
1.1,2
Responsible Plan Fidudary(s)
THIS AGREEMENT CONTAINS A BINDING AGREEMENTTO ARBITRATE IN SECTION
11, pager and IL Sponsor understands that the agreement to etbkrate does not
constitute a waiver of hb or her tight t, seek* judidal forum where such weaver
would ba void underfedemlorapplicabte state stumbles laws.
Signature ` Date Signature
W. Michael t ontgo
Print Name Print Name
Date
E-mail Address
2. 2.
Signature Date Signature Date
Print Name
Print Name
E-mail Address
3. 3,
Signature
Date Signature
Print Name
Split Rep ID for Multiple Representatives:
Accepted by IFP Advisors, Inc.
10/30/2017
Signature Date
Compliance Analyst
Title
Print Name
Date
Title
Small Address
E Date ofTMsAgreement 1/112018
Agreement EZI New 0 Update Conversion
Rev. 0517 Non-BUSA Retirement Pian Adusory and consulting Agreement a
Non -ERISA RETIREMENT PLAN ADVISORY
AND CONSULTING AGREEMENT
Countersigned:
CIQ.oIC n Ci t V45
George N. Cretekos
Mayor
Approv-d as to form:
Matt ew Smith
Assistant City Corney
CITY OF CLEARWATER, FLORIDA
BY: LO XL4A.
William B. Horne II
City Manager
Attest:
Rosemarie Call
City Clerk
C14 -U
Non -ERISA RETIREMENT PLAN ADVISORY AND
CONSULTING AGREEMENT
APPENDIX A — PLAN INFORMATION
Employer Profile
Employer/Plan Sponsor Name:
City of Clearwater
Phone Number:
(727) 562-4876
Street Address:
100 South Myrtle Avenue
City, State, Zip
Clearwater, FL 33756
Mailing Address (if Different):
❑ Cash Balance Plan
City, State, Zip
403(b)
Employer d/b/a (if any):
Other 401(a) Money Purchase Plan
Employer ID:
bazzeld@nationwide.com
Legal Type of Organization:
City Government
Industry:
Government
Plan Profile
Legal Plan Name:
City of Clearwater 401(a) Maney Purdiase Pension Plan, ICMA 457 Government Plan and Trust. Natiomvide 467 Government Man and Trot
Plan Tax ID (If different from Employer ID):
Participant or Trustee Directed Plan
❑✓ Participant Directed
0 Trustee Directed
0 Both (explain):
Plan Status
Is this a new Plan?
❑ Yes
❑✓ No
Other Plan. Providers (not parties to this Agreement)
Plan Type
ICMA-RC
❑
Profit Sharing Plan
❑ Defined Benefit Pian
✓
457(b)
❑
401(k) Plan
❑ Cash Balance Plan
❑
403(b)
✓
Other 401(a) Money Purchase Plan
Email Address:
bazzeld@nationwide.com
Provider/Recordkeeper 3 Name:
Participant or Trustee Directed Plan
❑✓ Participant Directed
0 Trustee Directed
0 Both (explain):
Plan Status
Is this a new Plan?
❑ Yes
❑✓ No
Other Plan. Providers (not parties to this Agreement)
Provider/Recordkeeper 1 Name:
ICMA-RC
Contact Name:
Arthur Flattich
Account/Contract #:
300629 / 109729
Emall Address:
AFlattich@icmarc.com
Provider/Recordkeeper 2 Name:
Nationwide Retirement Plans
Contact Name:
David A. Bazzel, ChFC, CRC
Account/Contract #:
0035678
Email Address:
bazzeld@nationwide.com
Provider/Recordkeeper 3 Name:
Contact Name:
Account/Contract #:
Email Address:
Provider/Recordkeeper 4 Name:
Contact Name:
Account/Contract #:
Emall Address:
TPA Name1:
Contact Name:
Account/Contract #2:
Email Address:
Custodian Name:
Contact Name:
Account/Contract #z:
Email Address:
Participant Services Provider=:
Contact Name:
Account/Contract #1:
Email Address:
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Total Assets in Plan
Estimated Total Plan Assets In U.S.$:
71,400,000
Projected Annual Plan Cash Flow
APPENDIX A— PIAN INFORMATION (Cont'd)
Estimated Annual Average Contribution from Pian Participants:
$
Other Fiduciaries (not parties to this Agreement)
Estimated Annual Average Contributions from Employer:
$
410,000
3(16) Capacity
3(21) Capacity
3(38) Capacity
Contact Name:
N/A
N/A
N/A
Company Name:
Email Address:
Phone Number:
Total Assets in Plan
Estimated Total Plan Assets In U.S.$:
71,400,000
Projected Annual Plan Cash Flow
Estimated Annual Average Contribution from Pian Participants:
$
2,484,000
Estimated Annual Average Contributions from Employer:
$
410,000
Estimated Annual Average Distributions to Plan Participants:
$
Company Employee Demographies;
Estimated Number of Participants with Account Balances:
1,185
Plan Assets Excluded from the Services in this Agreement (if any)
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Non -ERISA RETIREMENT PLAN ADVISORY AND
CONSULTING AGREEMENT
Investment Policy Statement ("IPS")
1. Does the Plan currently have an
approved IPS?
Provide a diversified menu of Investment options for plan participants covering a range of Investment objectives appropriate for
individual retirement needs.
If yes, attach the IPS and no further information is needed.
i7 Yes
Liquidity Objective of Plan
❑ No
See question 2 below.
2. (Answer this question only if you
answered "No" to question 1 above)
Will the Sponsor update and/or
implement an IPS as part of this
Agreement?
❑ Yes
Submit IPS when adopted by Sponsor.
❑ No
Complete Plan Objectives below:
Diversification Objective of Plan
(Used only if IPS will not be completed)
❑
Provide a diversified menu of Investment options for plan participants covering a range of Investment objectives appropriate for
individual retirement needs.
•
Please list any specific Diversification Objectives:
Liquidity Objective of Plan
❑
Provide a diverslfled menu of Investment options for plan participants who may have different liquidity needs.
❑
Please list any specific Liquidity Objectives:
Time. Horizon Objective of Pian
❑
Provide a diversified menu of investment options for plan participants who may have different Investment time horizons.
❑
Please list any specific Time Horizon Objectives:
Risk Tolerance Objective of Plan
❑
Provide a diversified menu of investment options for plan participants who may have different Investment risktolerances.
❑
Please list any specific Risk Tolerance Objectives:
Other Special Investment Instructions (if any)
Rev. 0517 Non -ERISA Retirement Plan Advlsory and Consulting Agreement
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Non -ERISA RETIREMENT PLAN ADVISORY AND
CONSULTING AGREEMENT
APPENDIX B — SCHEDULE OF RETIREMENT PLAN SERVICES
(Check Only those Services INVESTMENT ADVISER REPRESENTATIVE will Perform)
ERISA FIDUCIARY SERVICES
01
1.) RECOMMEND. ESTABLISHING AND REVISING THE PLAN'S INVESTMENT POLICY STATEMENT ("IPS")
Advisor will review with the Plan Fiduciary the investment obJectives, risk tolerance and goals of the Plan. If the Plan does not have
an IPS, the Advisor will recommend investment polices to assist the Plan Fiduciary to establish an appropriate IPS. If the Plan has an
existing IPS, Advisor will review it for consistency with the Plan's obJectives. If the IPS does not represent the obJectives of the Plan,
Advisor will recommendto the Plan Fiduciary revisions that will establish Investment policies that are congruent with the Plan's
obJectives.
✓
2.) RECOMMEND AND MONITOR THE INVESTMENTS:
Based on the Plan's IPS or other guidelines established by the Plan, Advisor will review the investment options available to the Plan
and will make recommendations to assist the Plan Fiduciary to select the Investment options to be offered to Plan participants, or
to be held by the Plan, in the case of a trustee -directed Plan. Once the Plan Fiduciary selects the investment options, Advisor will,
on a periodic basis and/or upon reasonable request, provide reports, information and recommendations to assist the Plan Fiduciary
to monitor the investment options. If the IPS criteria require an Investment option to be removed, Advisor will provide information,
analysis and recommendations to the Plan Fiduciary to help evaluate replacing investment option with alternative(s).
✓
3.) RECOMMEND AND MONITOR QUALIFIED DEFAULT INVESTMENTALTERNATIVE(S) ("QDIAs"):
Based on the Plan's IPS or other guidelines established by the Plan, Advisor will review the investment options available to the Plan
and will make recommendations to assist the Plan Fiduciary to select the Plan's Qualified Designated Investment Alternatives
(QDIAs) for Plan participants that fall to direct the Investment of their accounts. Once the Plan Fiduciary selects the QDIAs, Advisor
will provide reports, information and recommendations, on a periodic or upon reasonably requested basis, to assist the Plan
Fiduciary to monitor the investments options. If the IPS criteria require an Investment option to be removed, Advisor will provide
information and analysis to assist the Plan Fiduciary to evaluate replacing a QDIA.
❑
4.) RECOMMEND CREATING AND MAINTAINING ASSET ALLOCATION PORTFOLIOS ("MODEL PORTFOLIOS"):
Based on the Plan's IPS or other investment guidelines established by the Plan, the Advisor will review the investment options
available to the Plan and will make recommendations to assist the Plan Fiduciary to create and maintain Model Portfolios. Model
Portfolios provide a process to allocate an account among the investment options to meet various risk profiles and investment
objectives. Once the Plan Fiduciary approves the Model Portfolios, the Advisor will provide reports Information and
recommendations, on a periodic basis, designed to assist the Plan Fiduciary to monitor the Plan's Investment options. If the IPS
criteria require an investment option to be removed, the Advisor will provide information and analysis to assist the Plan Fiduciary to
evaluate replacing Investment(s) options with alternative(s) to be included in the Model Portfolios. Upon reasonable request,
Advisor will make recommendations to the Plan Fiduciary to rebalance the Model Portfolios to maintain their desired allocations.
•
5.) RECOMMEND AND MONITOR INVESTMENT MANAGERS:
Based on the Plan's IPS or other guidelines established by the Plan, Advisor will review the potential Investment managers available
to the Plan and will make recommendations to assist the Plan Fiduciary to select one or more investment managers. Once the Plan
Fiduciary approves the Investment manager, Advisor will provide, on a periodic basis, reports, information and recommendations to
assist the Plan Fiduciary to monitor the Plan's investment managers. If the IPS criteria require an investment manager to be
removed, Advisor will provide Information and analysis to assist the Plan Fiduciary to evaluate replacing investment manager(s).
❑
6.) PARTICIPANT INVESTMENT ADVICE:
Advisor will, periodically and upon reasonable request, collect (directly from a participant and/or from Sponsor or Its designee)
information necessary to complete a Profile which will Include client information, including the participant's individual investment
obJectives, risk tolerance and time horizon. Based upon each participant's Profile, Advisor will make recommendation for investing
the participant's individual Plan account among one or more of the Plan's chosen investments and/or Models.
Rev, 0517 Non -ERISA Retirement Plan Advisory and Consulting Agreement
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Non -ERISA RETIREMENT PLAN ADVISORY AND
CONSULTING AGREEMENT
APPENDIX B — SCHEDULE OF RETIREMENT PLAN SERVICES
(Check Only Those Services INVESTMENT ADVISOR REPRESENTATIVE will Perform)
NON-FiDUCIARYSERVICES
1. Plan Governance and Committee Education:
1 A. Review Plan demographics, goals and objectives, and current Plan features to assist Sponsor In matching the Plan with Plan
participants' needs and regulatory changes. These Services do not include settlor functions, such as plan design, unless related
Fees are .paid directly by Sponsor as specified in Appendix C, Item 4
✓ B. Provide investment education to the committee, which may include, without providing any personalized investment
recommendations or advice, information about the Plan; general financial, Investment, and retirement information; asset
allocationmodels; and interactive Investment materials
✓ C. Explain the retirement Plan's committee structure and members' fiduciary responsibilities
1 D. Review participant education and communication strategy, Including ERISA 404(c) requirements
✓ E. Provide guidance for developing and maintaining audit ready fiduciary file(s)
19 F. Attend periodic meetings with Plan committee (upon request by Pian Sponsor), upto per year
1 G. Explain Plan's investments and provide objective performance information compared to benchmarks established in the Plan's
Investment Policy Statement or other criteria established by Sponsor
2. Assist Sponsor with Selecting and Reviewing Other Service Providers (not parties to this Agreement):
0 A. Help Sponsor evaluate 4D8(b)(2). disclosures as compared to services and fees from other Plan service providers
✓ B. Periodically benchmark fees and services to help sponsor assess whether they are reasonable
1 C. Help Sponsor prepare, distribute and evaluate provider Requests for Proposals ("RFPs") and/or Requests, for Information ("RFIs")
to other service providers
❑ Provided only upon future request by Plan Sponsor, and for an additional fee negotiated at the time
CI D. Help Sponsor transition accounts and/or convert Plan to new service provider
1 E. Assist Sponsor by acting as a liaison to other service providers to the Pian, but only under Instruction from the Sponsor
3. Employee/Participant investment Education and Communication:
❑ A. Conduct group enrollment meetings, atleast per year
❑ B. Provide investment education to participants, which may Include, without providing any personalized Investment
recommendations or advice, Information about the Plan; general €inancial, investment, and retirement information; asset
allocation models; and interactive investment materials
❑ C. Provide education about plan fees and expenses
❑ D. Help participants assess their readiness to retire
❑ E. Provide participants with periodic market updates, or periodic newsletter on request .
4. Other Services (may be added only upon consultation with home office):
Rev. 0517 Non -ERISA Retirement Plan Advisory and Consulting Agreement
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Non -ERISA RETIREMENT PLAN ADVISORY AND
CONSULTING AGREEMENT
APPENDIX C - FEE SCHEDULE
1. Advisory Fees are to be Paid to:
Independent Financial Partners (IFP)
FB0 W Michael Mnntgnmey
3030 N. Rocky Point Dr. W., Ste. 700
Tampa, FL 33607
2. Fee Schedule (Must choose one or more)
Source of Payment
PaId from
Assets'
Paid. by
Soonsor1
Annual Asset -Based Fee. Fees (or commission) based on percentage
points ("bps"), 100 bps =1% of assets).
of Plan assets of basis
❑
❑
•
Annual Flat Fee. $ 36,500
❑
1
0
❑
Fee Per Unit. $- per (named unit to which unit fee Is applied)
❑
❑
❑
First Year Transition Expense Fee of $ or bps (one time).
❑
❑
One-time Project
Fee of $ , for Specific Project, Provide
details in Section 4 below)
❑
•
■
❑
Annual Fee, as
percentage of plan assets, per schedule below: ❑ Tiered • Breakpoint
1
❑
Value of Plan Assets (range)
Fee
$0.0 to $
bps
$ to $
bps
$ to $
bps
$ to $
bps
$ to $
bps
$ to $ Ug
bps
1, Authorization to pay: Sponsor authorizes the Platform Provider/ Recordkeeper to deduct Fees from Plan assets and pay the Advisor.
2. If Paid by Sponsor, Fees will be billed to the Sponsor and due upon receipt.
3. Payment frequency, liming, and Method (Must Choose Otte Option for Each)
Frequency:
Timing:
Method:
• Monthly
❑ In Arrears
❑ Based on the
[] Based on the
In Arrears.
19 Quarterly ■ Annually
■ Other:
Platform Provider/Recordkeeper.
period If In Advance or
at the end of the previous period If
1 In Advance
value of Plan assets In the method determined by
value of Plan assets at the beginning of the current
noted above.
0 Flat Fee, as
. Additional Payment /Project Details (If any):
5. Expenses: ponsor will pay Advisor the following expenses (include detall,such as travel' expenses of IAB):
No additional fees or expense reimbursement
Rev. 0517
Non -ERISA Retirement Plan Advisory and Consulting Agreement
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