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Backup Documents 07/14/2020 Item #16F10ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 F 10 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. Complete routing lines #1 through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line through routine lines #1 through #2- complete the checklist and forward to the Cmnntv Attnme C)fF­ Route to Addressees (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office ,0 VZ.el 4. BCC Office Board of County Commissioners 5. Minutes and Records Clerk of Court's Office 3 PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above, may need to contact staff for additional or missing information. Name of Primary Staff Debra Windsor, OMB Phone Number 252-8973 Contact / Department Agenda Date Item was 07/14/20 Agenda Item Number 161`10 Approved by the BCC Type of Document IRS Plan 457 deferred compensation Number of Original ."""ages 1 Attached agreements Documents Attached PO number or account n/a Need 5 certified copies number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. Initial A licable 1. Does the document require the chairman's original signature? DW 2. Does the document need to be sent to another agency for additional signatures? If yes, DW provide the Contact Information(Name; Agency; Address; Phone on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be DW signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike -through and revisions have been initialed by the County Attorney's DW Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the DW document or the final negotiated contract date whichever is applicable. 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's DW sip -nature and initials are required. 7. In most cases (some contracts are an exception), the original document and this routing slip DW should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 07/14/20 and all changes made during DW N/A is not the meeting have been incorporated in the attached document. The County an option for Attorne 's Office has reviewed the changes, if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC, all changes directed by the BCC have been made, and the document is ready for the an option for Chairman's signature. this line. 1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05; Revised 11/30/12 16FIQ MEMORANDUM Date: July 29, 2020 To: Debra Windsor, Operations Coordinator Office of Management & Budget From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Renegotiated IRS Plan 457 deferred compensation agreements with Nationwide and ICMA-RC Attached, per request, are (5) certified copies of the document referenced above, (Item #16F10) approved by the Board of County Commissioners on July 14, 2020. The original has been held by the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment (5) 16F10 CONTRACT SPECIFICATIONS PAGES Contract Owner: Collier County Board of County Commissioners Deferred Compensation Plan, for the exclusive benefit of its Participants and their beneficiaries. Contract Owner's Address: 3303 Tamiami Trail E. Naples, FL 34112-4961 Nationwide's Address: Nationwide Life Insurance Company 10 W Nationwide Blvd Columbus, Ohio 43215 Attn: VP - Public Sector Finance and Actuarial Plan: Collier County Board of County Commissioners Deferred Compensation Plan Record -Keeper: Processing of Purchase Payments Contract Expenses: Contract Maintenance Charge: Participant Account Charge: Exchange and Transfer Limitation Elected: Guaranteed Minimum Interest Rate N/A Purchase Payments will be applied to the Contract by Nationwide within one (1) business days of receipt in good order. N/A N/A N/A 2020: 2.50% 2021: 2.00% 2022 forward: 1.00% NRB-0106FL.1 (Florida) (12/2010) 1 AMENDMENT TO THE Administrative Services Agreement for Plan Numbers 303201 This Amendment to the October 2016 Administrative Services Agreement ("Agreement") for Plan number 303201 (the "Plan") is entered by and between Collier County Board of County Commissioners ("Employer") and ICMA Retirement Corporation ("ICMA-RC"), effective as of the date of execution by the Employer below ("Execution Date"). WHEREAS, the Employer sponsors the Plan on behalf of its eligible employees and retirees, WHEREAS, the Employer entered the Agreement to engage ICMA-RC to provide administrative services and investments for the Plan under the terms specified in the Agreement: WHEREAS. the parties wish to amend the Agreement to annend the Compensation and Payment section and the Term section: WHEREAS. Section 10 of the Agreement provides that the Agreement may be amended pursuant to a written instrument signed by the parties. NOW, THEREFORE, the Agreement is hereby amended as follows: FIRST Section 6 of the Agreement is restated in fiull by replacing it with the following: 6. Compensation and Pavment (a) Participant Fees. Plan participant accounts shall be assessed an asset -based fee to cover the costs of record -keeping and other services provided by ICMA-RC, and other costs associated with the Plans as directed by the Employer. The Employer shall work with ICMA-RC to determine the appropriate amount of the gross asset -based fee to be charged to participant accounts, which may be increased or decreased fi-orn time to time at the direction of the Employer. At the inception of this Agreement the participant fee shall be 0.129%. (b) Revenue Requirement. ICMA-RC shall receive total annual aggregate revenue of 0.129% of Plan assets sunder ICMA-RC's administration for providing recordkeeping and other services to the Plans. Such revenue shall be deducted by ICMA-RC from announts collected through the application of the asset -based fee described in section 6(a) prior to allocation of any participant level asset -based fees to the Administrative Allowance Account described is section 6(c) below. (c) Administrative Allowance Account. Amounts collected through the application of the asset -based fee described in section 6(a) above in excess of the Revenue Requirement specified in subsection 6(b) above, if any, shall be held in an Administrative Allowance Account (that is maintained as a Plan asset by ICMA-RC). Employer understands that the Plan administrative allowance is to be used only to pay for reasonable plan administrative expenses of the Plan or allocated to Plan participants at the instruction of the Employer. Employer may determine that finds from the Administrative Allowance Account should directly pay the invoices of consultants to the Plan. If Employer makes such a determination, Employer will direct ICMA-RC in a separate letter to send Administrative Allowance monies to such consultants. The payment will be made only from the above -referenced Plain's Administrative Allowance Account. Should the amount ill the Plan's Administrative Allowance Account be insufficient to cover the fee due, ICMA-RC will seek written instruction from the Plan or Plan Sponsor as to the amount to pay the consultant. For processing ptuposes, the consultant may submit an invoice to ICMA-RC for payment of the fee: provided, however, that ICNiA-RC will pay the consultant only as set forth above. TTie consultant shall have no authority to calculate the fee amounnt, change the fi-equuency of the payment, or change the payee. Employer acknowledges and agrees that. for the purposes of these payments, ICNZA-RC is acting as the agent of the Plan. Employer also acknowledges that in following its direction ICMA-RC is not exercising any discretion regarding whether the above fee payment is an appropriate or reasonable use of Plan fiends. Accordingly, Employer agrees to hold ICMA- RC harmless from adverse consequences that may result from making such payments. (d) Revenue Received from Investment Options. Neither ICMA-RC nor the Employer shall retain recordkeeping revenue received directly from investment options made available under the Plan. ICMA-RC shall be compensated from fees collected from participant accounts through the application of the asset -based fee described in section 6(a) above. In the event that any Plan investment options do generate revenue fi-oni plan investments. ICMA-RC shall, as directed by the Employer. credit any and all revenue back to those participant accounts invested in the option in question. (e) Compensation for Management Services to VantageTrust, Compensation for Advisory and other Services to the VT III Vantagepoint Funds and Payments from Third -Party Mutual Funds. Employer acknowledges that, in addition to amounts payable under this Agreement. ICMA-RC receives fees from VantageTrust for investment Aniendinent 303201 16F1O Page 2 of 5 16F10 advisory services and plan and participant services fiurrished to VantageTnust. Employer fin-ther acknowledges that ICMA-RC, including certain of its wholly owned subsidiaries, receives compensation for advisory and other services fiimislred to the VT III Vantagepoint Fiords, which serve as the underlying portfolios of a number of Fluids offered through VantageTnist. For a VantageTnust Fluid that invests substantially all of its assets in a thud -party mutual fiord not affiliated with ICMA-RC. ICMA-RC or its wholly owned subsidiary receives payments fiom the third -party mutual fiend families or their service providers in the form of 12b-1 fees, service fees, compensation for sub-accounturg and other services provided based on assets in the underlying third -parry mutual fiond. These fees are described in the VT Disclosures and ICMA-RC's fee disclosure statement. In addition. to the extent that thud parry mutual fluids are included in the investment line-up for the Plan, ICMA-RC receives administrative fees fiom its thud party mutual fluid settlement and clearing agent for providing administrative and other services based on assets invested in thud party mutual fluids; such administrative fees come from payments made by third party mutual fiends to the settlement and clearing agent. (f) Redemption Fees. Redemption fees imposed by outside mutual fiurds in which Plan assets are invested are collected and paid to the mutual fiend by ICMA-RC. ICMA-RC remits 100°0 of redemption fees back to the specific mutual fiod to which redemption fees apply. These redemption fees and the individual mutual fimd's policy with respect to redemption fees are specified in the prospectus for the individual mutual fiord and referenced in the VT Disclosures. (g) Payment Procedures. All payments to ICMA-RC pursuant to this Section 6 shall be made fiom Plan assets held by VantageTnust or received fiom thud - party mutual fluids or their service providers nu connection with Plan assets invested in such third -party mutual fluids. to the extent not paid by the Employer. The aniouut of Plan assets administered by ICMA-RC shall be adjusted as required to reflect any such payments as are made fiom the Plan. In the event that the Employer agrees to pay amounts owed pursuant to this Section 6 directly. any amounts unpaid and outstanding after 30 days of invoice to the Employer shall be withdrawn from Plan assets. The compensation and payment set forth in this Section 6 are contingent upon the Employer's use of ICMA-RC's EZLink system for contribution processing and submitting contribution fluids by ACH or wire transfer on a consistent basis over the term of this Agreement and the use of the Vantagepoint PLUS Fund as the sole stable value fiend. The compensation and payment in this Section 6 will take effect in the calendar quarter following receipt at a Delivery Address (defined below the signature line) of one fiully Amendment 303201 Page 3 of 5 16F10 executed copy of this Administrative Services Agreement based upon the following schedule: • Agreement received by February 20 — Effective April • Agreement received by May 20 — Effective July • Agreement received by August 20 — Effective October • Agreement received by December 20 — Effective February SECOND Section 9 of the Agreement is restated in full by replacing it with the following: 9. Term This Agreement shall be in effect and commence on the date all parties have signed and executed this Agreement ("Inception Date"). The term of this Agreement will commence on the Inception Date and extend five (5) years from that date. This Agreement will be renewed automatically for each succeeding year unless written notice of termination is provided by either party to the other no less than 60 days before the end of such Agreement year. The Agreement may be terminated by either party on sixty (60) days' advance notice in writing to the other. The Employer understands and acknowledges that, in the event the Employer terminates this Agreement (or replaces the Vantagepoint PLUS Fund, offered by VantageTrust, as an investment option in its investment line -tip), ICMA-RC retains full discretion to release Plan assets invested in the Vantagepoint PLUS Fund in an orderly manner over a period of up to 12 months from the date ICMA-RC receives written notification from the Employer that it has made a final and binding selection of a replacement for ICMA-RC as administrator of the Plan (or a replacement investment option for the Vantagepoint PLUS Fund). If the Agreement is not renewed, ICMA-RC will provide an orderly transition of assets and records to the new record keeper. A transition letter will be provided to the Employer which outlines the process and the responsibilities of ICMA-RC after the transition of assets and records has been completed. In all other material respects, the Agreement is hereby ratified and affirmed. Amendment 303201 Page 4 of 5 IN WITNESS WHEREOF, Employer has caused this Amendment to be executed by its duly authorized officer this i q- day of '\t A COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Print Name: i�U<-t I '<::fxw-dQfS Title: CA�Q\ � max-, INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION By Erica McFarquhar Assistant Secretary Please return an exectlted coov of the Aareement to a Delivery Address. either. (a) Electronically to PlanAdoofionServices(aicrnarc.ora, or (b) In paper form to ICMA-RC ATTN: PLAN ADOPTION SERVICES 777 North Capitol Street NE Suite 600 Washington DC 20002-4240 Jeffrey A. I as op and legality latzk , County Attorney I Amendment 303201 ATTEST CRYST-L;IT�I� f' En BY: `n,$ oL signatilre on Y. Agendaj � 1 Date M Cate ��]� „� Page 5 of 5 Rec'd v 1 6F10 MEMORANDUM Date: August 4, 2020 To: Debra Windsor, Operations Coordinator Office of Management & Budget From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: One (1) original and four (4) certified copies of the Nationwide Trust Company, FSB 457 Trust Agreement and the Administrative Services Agreement for the Governmental Deferred Compensation Plan of the Collier County Board of County Commissioners Attached, for further execution are the document (s) referenced above, (Item #16F10) approved by the Board of County Commissioners on Tuesday, July 14, 2020. After signature(s), please send an executed copy to annjennejohn@collierclerk.com, thereby providing a complete record for the Board of County Commissioners. If you have any questions, please contact me at 252-8406. Thank you. Attachment (10) 16FI ADMINISTRATIVE SERVICES AGREEMENT FOR THE GOVERNMENTAL 457(b) DEFERRED COMPENSATION PLAN OF THE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS This Administrative Services Agreement ("Agreement") is effective this day o 20�(the "Effective Date") by and between Nationwide Retirement Solutions, Inc., a Delawarecorporation ("Nationwide") and an affiliate and subsidiary of Nationwide Financial Services, Inc. and the Collier County Board of County Commissioners, the Plan Sponsor (hereinafter "Plan Sponsor"). WHEREAS, Plan Sponsor, pursuant to and in compliance with the Internal Revenue Code of 1986, as amended ("Code"), established and sponsors the Collier County Board of County Commissioners Deferred Compensation Plan ("Plan"), a Section 457(b) Plan; WHEREAS, Plan Sponsor desires to have Nationwide perform the non -discretionary recordkeeping and administrative services described in this Agreement for the Plan ("Administrative Services"); and WHEREAS, Nationwide desires to provide such Administrative Services subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, Nationwide and Plan Sponsor desire to enter into this Agreement and abide by the terms therein. 1. DESIGNATION a. Plan Sponsor designates Nationwide as a non -fiduciary, non -discretionary provider of Administrative Services for the Plan in accordance with the terms of this Agreement. b. Plan Sponsor represents that the selection and designation of Nationwide complies with any procurement statutes applicable to Plan Sponsor. c. Any duties or services not specifically described herein or delegated in the Plan's document as being provided by Nationwide are the responsibility of Plan Sponsor. d. Services in addition to those in this Agreement or delegated in the Plan's document may be added by mutual agreement of Nationwide and Plan Sponsor. 2. ELIGIBLE EMPLOYER Plan Sponsor has determined that it is an "eligible employer" as that term is defined in Code Section 457(e)(1)(A). 3. TERM a. The initial term of this Agreement is five years from the Effective Date, unless terminated earlier in accordance with Section 21. Page 1 of 15 1 b. If at the expiration of the initial term or renewal periods Plan Sponsor has not provided Nationwide with instructions for the transfer of administration of the Plan, this Agreement will convert to an "evergreen" agreement and will remain in effect until terminated in accordance with Section 21. 4. GENERAL a. Plan Sponsor adopts Nationwide's established policies and procedures with respect to the administration of 457(b) plans on its administrative system. Nationwide and Plan Sponsor shall mutually agree to any procedures which require customization, e.g., loan procedures. b. Plan Sponsor acknowledges and agrees that Nationwide is not responsible for monitoring deferrals to other Section 457, 403(b), 401(a), and/or 414(h) plans, or any defined benefit plans referenced by the Code. c. Plan Sponsor acknowledges and agrees that Nationwide is not responsible for monitoring inter - plan coordination between the Plan administered by Nationwide and any other Section 457 plan which Plan Sponsor may have. d. This Agreement does not require, nor will this Agreement be construed as requiring, Nationwide to exercise any discretionary control or authority over the Plan or the assets of the Plan. e. This Agreement does not require, nor shall this Agreement be construed as requiring, Nationwide to provide investment, legal, or tax advice to Plan Sponsor or to Plan participants. 5. PLAN SPONSOR RESPONSIBILITIES a. Plan Sponsor is responsible for timely providing all information that Plan Sponsor and Nationwide mutually agree is necessary for Nationwide to perform the Administrative Services under this Agreement. b. Plan Sponsor is responsible for timely providing updated information regarding Plan participants. c. Plan Sponsor is responsible for ensuring that the provided information is accurate and complete. Nationwide is entitled to rely exclusively on the information provided by the Plan Sponsor or the Plan Sponsor's advisors, whether oral or in writing, and will have no responsibility to independently verify the accuracy of that information. d. Plan Sponsor acknowledges that inaccurate or late information could result in tax penalties, participant/beneficiary legal claims, or both. Nationwide assumes no responsibility for, and will not have any liability for, any consequences that result from Nationwide's inability to complete its work in the ordinary course of its business due to the failure of the Plan Sponsor to provide accurate and timely information to Nationwide. e. Plan Sponsor agrees to be responsible for all maximum deferral limit testing for this Plan. Page 2 of 15 16F10 6. SERVICES RELATED TO PARTICIPANT ENROLLMENT a. Plan Sponsor is responsible for determining employees eligible to participate in the Plan. b. Nationwide agrees to process the enrollment of employees eligible to participate in the Plan. c. Nationwide agrees to conduct enrollment meetings with Plan Sponsor's employees in such number and manner as determined by the parties. d. The Plan Sponsor agrees to allow and facilitate the periodic distribution of materials to Participants at the time and in the manner determined by the Plan Sponsor; provided, however, that all reasonable expenses associated with such distribution will be paid by Nationwide. 7. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS AND ACCOUNT ACCESS a. Nationwide agrees to establish an account for each enrolled participant, beneficiary, and alternate payee of the Plan (for purposes of this Agreement only, hereinafter referred to as "Participants"). b. For each Participant account, at a minimum, Nationwide will maintain the following information, if provided: i. Name; ii. Social Security number; iii. Mailing address; iv. Date of birth; V. Current investment allocation direction; vi. Contributions allocated and invested; vii. Investment transfers; viii. Benefit payments; ix. Current account balance; X. Transaction history since funding under the Agreement; xi. Contributions since funding under the Agreement; xii. E-mail address; xiii. Beneficiary designation, if applicable; xiv. Benefit tax withholding information; and Page 3 of 15 16F10 xv. Such other information as agreed upon by the Plan Sponsor and Nationwide. c. Participants will have the unlimited ability to increase (within the limitations of Code Section 457(b)) or decrease contributions to the Plan. Nationwide will process all requests to increase or decrease contribution amounts within five Business Days (defined later) of receipt of the request, but the request cannot be effective until the earliest date permissible under the Code or, if later, the date the contribution change can be processed by the Plan Sponsor given Plan Sponsor's payroll processing schedule. d. Participants will have the ability to exchange existing account balances, in full or in part, and to redirect future contributions from one available investment option to another on any Business Day subject to Nationwide policies and any applicable restrictions or penalties applied by the investment options. Nationwide will provide reports to the Plan Sponsor within thirty days following the end of each calendar quarter reporting period summarizing the following: All participant activity that transpired during the reporting period; Total contributions allocated to each investment or insurance option under the Plan; and iii. Total withdrawals by participant. This report shall include the amount, type and date of withdrawal. Nationwide will maintain, for a reasonable amount of time, the records necessary to produce any required reports. Plan Sponsor agrees that all related paper and electronic records remains the property of Nationwide. 8. SERVICES RELATED TO PLAN CONTRIBUTIONS a. Plan Sponsor agrees to send all Plan contribution information and related funds to Nationwide on a timely basis that complies with all applicable legal requirements. b. Plan Sponsor will provide all contribution allocation information with respect to participant accounts to Nationwide in a mutually agreed upon format. Contribution allocation instructions include direction via electronic sources. c. Nationwide will allocate contribution amounts transmitted by Plan Sponsor to participant accounts in accordance with the latest instructions from participants or the Plan Sponsor (as applicable) on file with Nationwide, when such instructions are in good order. d. Nationwide agrees to post funds received in good order (as defined below) from Plan Sponsor in accordance with the separate funding arrangements between Plan Sponsor and Nationwide or any of its affiliates. e. Plan Sponsor may send funds by wire transfer, through an automated clearinghouse, or by check in accordance with written instructions provided by Nationwide. Failure to follow the written instructions provided by Nationwide may result in delay of posting to participant accounts. Page 4 of 15 16 F I f. The term "in good order" means the receipt of required information by Nationwide, in a form deemed reasonably acceptable to Nationwide, with respect to the processing of a request or the completion of a task by Nationwide that reasonably requires information from a third party. More specifically, Plan contributions and contribution allocation information must meet all of the following requirements in order to be deemed to be in good order: i. All records must include the correct and complete participant name, Social Security number (or other unique identifier), and the amount to be credited to the participant's account(s); ii. The source of funds must be identified (e.g., 457(b) salary reduction, employer contribution); iii. The Plan name and Plan number must be clearly identified; iv. Both the participant allocation detail and the total contribution amount must be received, and these two totals must match each other; and V. All participants making or receiving a contribution must have an account established on the recordkeeping system. g. If Nationwide determines that the contribution or allocation detail is not in good order ("NIGO"), Nationwide will notify the Plan Sponsor. After such notification, the parties will continue to try to resolve the NIGO status. If the parties do not achieve resolution, Nationwide will return the funds to the Plan Sponsor within thirty Business Days. Nationwide will not be liable for any delay in posting if the Plan Sponsor fails to send the funds representing contribution amounts or contribution allocation information in accordance with Nationwide's instructions to the central processing site designated by Nationwide, or for any delay in posting that results from the receipt of funds and/or contribution allocation that Nationwide determines to be NIGO. h. The term "Business Day" means each Monday through Friday during the hours the New York Stock Exchange is open for business. No transactions can be completed on any Business Day after such time as the New York Stock Exchange closes. 9. SERVICES WITH RESPECT TO DISTRIBUTIONS a. Nationwide shall make all distributions in accordance with the plan document. b. Except as provided in subsection d, below, Nationwide shall make all distributions as directed by a participant or the Plan Sponsor. Participants are responsible for selecting a form of payment from those available under the terms of the Plan and making all other elections regarding available distribution options. c. All distributions will be made pro-rata from each of the participant's investment options and money sources unless directed otherwise by the participant. d. Nationwide will provide notice and a distribution form to each participant attaining age 70%z (or such other age as determined by current law) or older in the current calendar year. The notice will inform the participant that required minimum distributions ("RMD") must begin no later Page 5 of 15 16FI than the April 1 of the calendar year following the later of attainment of age 70Y2 (or such other age as determined by current law) or retirement (subject to the terms of the Plan). Nationwide will automatically distribute the RMD to the Participant if no direction is received by the Participant. 10. TAX REPORTING For each participant that has received a benefit payment, Nationwide shall furnish tax reporting forms. The forms will be provided in the manner and time prescribed by federal and state law. To the extent required by federal and state law, Nationwide will calculate and withhold from each benefit payment federal and state income taxes. Nationwide will report such withholding to the federal and state governments as required by applicable law. c. Plan Sponsor will be responsible for all tax reporting requirements for periods before the Effective Date of this Agreement, or after the termination date of this Agreement, unless otherwise agreed to in writing by the parties to this Agreement. 11. UNCLAIMED PROPERTY Nationwide shall administer participant and beneficiary unclaimed property funds, including but not limited to uncashed distribution checks and death claims, in accordance with Nationwide's standard unclaimed property procedures. 12. SERVICES RELATED TO PARTICIPANT COMMUNICATION AND EDUCATION a. Communication and Education i. Participant Statements 1. Participants will receive consolidated quarterly statements detailing their account activity and account balances for the Plan. 2. Nationwide agrees to deliver account statements (by U.S. mail or electronically) to participants within thirty calendar days after the end of each calendar quarter. This timeframe is contingent upon Nationwide receiving fund returns from the mutual fund providers within four Business Days after the end of each quarter. b. Website Participants may access the website via a secured internet site at www.nrsforu.com to review and make changes to their accounts. The website complies with applicable data protection and privacy laws. The website is the exclusive property of Nationwide. ii. Using this site, participants may: (i) obtain information regarding their accounts, and (ii) conduct certain routine transactions with respect to their accounts. The Plan Sponsor authorizes Nationwide to honor instructions regarding such transactions that a Participant submits using the secure Internet site. Nationwide shall implement reasonable physical Page 6of15 16F1U and technical safeguards to protect personal information made available on its Internet site. Such safeguards shall be no less rigorous than generally accepted industry practices. iii. The website is available twenty-four hours a day, except for routine maintenance of the system. iv. The participant website experience will include access to an education library offering investment education. Content is delivered via multiple formats which can include short videos, print materials, and workshop modules. c. INTERACTIVE VOICE RESPONSE SYSTEM Nationwide will provide an interactive voice response (IVR) toll free telephone number, which shall be operative twenty-four hours per day, seven days per week, except for routine maintenance of the system. Participants will be able to conduct routine plan transactions and obtain account balance information through the IVR. iii. The Plan Sponsor authorizes Nationwide to honor participant instructions, which may be submitted using the toll -free number, either through the IVR or a live representative. d. CUSTOMER SERVICE Nationwide's customer service representatives will be available toll -free to answer participant questions and process applicable transactions between the hours of 8:00 a.m. and 11:00 p.m. Eastern Time each Monday through Friday, and between the hours of 9:00 a.m. and 6:00 p.m. Eastern Time each Saturday, except for certain holidays as dictated by the New York Stock Exchange holiday trading schedule. e. PARTICIPANT ENGAGEMENT PROGRAM Nationwide will provide a personalized communication program (Participant Engagement Program or "PEP") designed to engage participants in retirement planning and motivate them to take action to improve their financial future. The program may include delivery methods such as email, digital targeting, social targeting, and Direct Mail. Use of Third -Party Marketing Firm: Plan Sponsor understands that Nationwide may use a third -party marketing firm to provide the PEP, that the use of a third -party marketing firm may be essential to provide the PEP due to its personalized features, and that such a program cannot be offered without such use. Nationwide shares participant data with the marketing firm to allow it to target the appropriate retirement plan messages to each participant based on the participant's individual characteristics, demographics, and behaviors while considering the participant's preferences for accessing information, electronically or otherwise, for more impactful delivery. iii. Sharing of Participant Data: To facilitate the personalized communication program, Plan Sponsor approves the sharing of data with a third -party marketing firm. Participant data will only be shared with the third -party marketing firm for Plan -related purposes. Only third - Page 7 of 15 16F1U party marketing firms that comply with all applicable state and federal privacy laws, including the relevant provisions of the Gramm -Leach -Bliley Act, will be utilized. All participant data will be secured and protected at all times to avoid unauthorized access, and the third -party marketing firm must agree to abide by all current applicable legal and industry -standard data security and privacy requirements. 13. SERVICES RELATED TO INVESTMENT OPTIONS a. Plan Sponsor acknowledges that it has exercised its fiduciary duties in selecting the Plan's funding vehicle(s) and the applicable investment line-up under such funding vehicle(s). b. Plan Sponsor agrees to accept the terms and conditions of the annuity contracts, mutual funds, any other investment products, and investment advice agreements after being provided with a copy of same. c. With respect to funding vehicles that engage an independent investment advisor to establish and maintain the investment line-up, Plan Sponsor agrees that failure to follow the independent investment advisor's recommendation in accordance with the terms of its agreement with the independent investment advisor will cause Plan Sponsor to become the investment fiduciary for the Plan. d. Nationwide agrees to accept contributions to the Plan for investment in the investment options selected by the Plan Sponsor, a product's independent investment advisor, or other responsible plan fiduciary in its sole discretion and agreed to by Nationwide. 14. COMPENSATION As compensation for the Administrative Services provided by Nationwide pursuant to this Agreement, Plan Sponsor and Nationwide agree that Nationwide shall be entitled to an annualized compensation requirement of 0.09% (9 basis points) of the Plan's account value held by Nationwide ("Compensation Requirement") per year to be calculated and collected as an explicit asset fee according to Nationwide's standard business practices. In calculating the 9 basis points, the total Plan assets will include Plan balances held in the Self -Directed Brokerage Account ("SDBA") and as outstanding participant loan balances. The explicit asset management charge of 9 basis points will be taken against participant loans by applying an additional finance charge to the loan interest rate b. The Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in connection with the sale and servicing of investments allocated to participant Plan accounts ("Investment Option Payments"). In addition to the foregoing, the parties acknowledge and agree that Nationwide may receive revenue associated with annuity contracts, revenue from mutual fund providers, as well as fees associated with specific services or products. The Investment Option Payments include mutual fund service fee payments, which are described in detail at www.nrsforu.com, and other payments received from investment option providers. Nationwide agrees to credit all Investment Option Payments to participant accounts on a quarterly basis. The Investment Option Payments shall be credited to participant accounts on a Page 8 of 15 16F10 pro-rata basis based on each participant's total assets held in all Plan investment options that generate the Investment Option Payments. Nationwide will provide the Plan Sponsor a quarterly report showing total participant account balances and the corresponding fee calculation within thirty (30) business days after the end of each quarter. d. To the extent offered under the Plan, in addition to the above described fees, Nationwide will also receive fees with respect to a participant's use of participant loan administration, the Self - Directed Brokerage Account ("SDBA"), and Nationwide's managed account service ("ProAccount") as follows: Loans- If requested by the Plan Sponsor and permitted under the terms of the Plan, Nationwide will assist the Plan Sponsor in processing participant loan requests pursuant to participant loan administrative procedures approved by the Plan Sponsor and Nationwide. All participant loan fees are governed by Nationwide's Plan Loan Procedures document, a copy of which has been provided to the Plan Sponsor. Self -Directed Brokerage Account (SDBA) — The Plan offers an SDBA investment option for qualifying participants in the Plan. Initial and annual administrative fees may be charged as outlined in the separate fee agreement for the SDBA that will be provided to each participant by the SDBA provider. iii. Managed account services (Nationwide ProAccount) - Managed account services are offered by Nationwide Investment Advisors ("NIA"), an affiliate of Nationwide, and the Plan Sponsor must execute a separate agreement with NIA if the Plan Sponsor wants to add ProAccount to the Plan. Only participants who choose to utilize Nationwide's ProAccount managed account service are assessed fees. Such fees are authorized in a separate ProAccount agreement between the participant and NIA and are assessed pursuant to the terms and conditions of such agreement. Fees related to participant loans, the SDBA and Nationwide ProAccount are in addition to the fees in Sections 14.a. and b. e. Employer may request Nationwide and/or its affiliates to provide additional services not described in this Agreement by making such a request in writing, which Nationwide may decide to perform for compensation to be negotiated by the parties prior to the commencement of the additional services. 15. FRAUD a. Nationwide will investigate suspected fraud in accordance with its standard procedures. b. Nationwide will report any fraud that is confirmed after performing its investigation to Plan Sponsor. Nationwide will work with Plan Sponsor to determine the appropriate action to mitigate or rectify any discovered fraud. Page 9 of 15 16FI d. If Nationwide suspects fraud with respect to an ACH transfer, Plan Sponsor agrees that Nationwide may issue a physical check to the participant instead. 16. ASSIGNABILITY AND PROVISION OF SERVICES a. Excepted as otherwise specifically provided for in this Agreement, Plan Sponsor acknowledges that the Administrative Services under this agreement will be performed by Nationwide or one of its affiliates. Except as provided for in Subsection "a", above, no party to the Agreement will assign the performance of services without the express written consent of the other party, which consent shall not be unreasonably withheld. Unless agreed to by the parties, such assignment shall not relieve any party to this Agreement of any duties or responsibilities herein. This provision does not restrict Nationwide's right to delegate certain services to an agents, affiliates, and vendors. 17. CONFIDENTIALITY a. Nationwide agrees to maintain all information obtained from or related to all Plan participants as confidential. b. Plan Sponsor authorizes Nationwide to disclose Plan and employee information to its agents, affiliates, vendors, brokers, registered representatives, and professional advisors (such as attorneys, accountants and actuaries) to enable or assist them in the performance of their duties hereunder and other plan -related activities. c. Plan Sponsor agrees to allow the periodic distribution to its employees of materials prepared by Nationwide regarding products and services offered by Nationwide, or its affiliates, which Nationwide reasonably believes would be beneficial to such Plan participants. d. Except as provided for in Sections 12(e) and 17(b), Plan Sponsor agrees that Plan and participant information may also be used or disclosed by Nationwide to other third parties pursuant to a written authorization signed by Plan Sponsor. e. Notwithstanding anything to the contrary 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 that may arise in connection with the Agreement, the investment arrangement funding the Plan, or the Plan; provided, however, in no event will Nationwide release any information to any person or entity except as permitted by applicable law. 18. INDEMNIFICATION Nationwide agrees to indemnify, defend and hold harmless Plan Sponsor, its officers, directors, agents, and employees from and against any loss, damage or liability assessed against Plan Sponsor or incurred by Plan Sponsor arising out of or in connection with any claim, action, or suit brought or asserted against Plan Sponsor alleging or involving Nationwide's non- performance of the provisions of the Agreement under Nationwide's exclusive control, or negligence or willful misconduct in the performance of its services, duties and obligations under the Agreement. In addition, Nationwide represents, warrants and covenants that the Page 10 of 15 16FIU indemnification in this paragraph is enforceable under applicable law and that Nationwide will not assert a position contrary to such representation in any judicial or administrative proceeding. To the extent not prohibited by state law, Plan Sponsor agrees to indemnify, defend and hold harmless Nationwide, its officers, directors, agents, and employees from and against any loss, damage or liability assessed against Nationwide or incurred by Nationwide arising out of or in connection with any claim, action, or suit brought or asserted against Nationwide alleging or involving Plan Sponsor's non-performance of the provisions of the Agreement under Plan Sponsor's exclusive control, or negligence or willful misconduct in the performance of its duties and obligations under this Agreement. In addition, Plan Sponsor represents, warrants and covenants that the indemnification in this paragraph is enforceable under applicable law and that Plan Sponsor will not assert a position contrary to such representation in any judicial or administrative proceeding. 19. PARTIES BOUND This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of the successors and assigns of Nationwide and Plan Sponsor. This Agreement shall be enforceable only by the parties, not by Plan participants or other third parties, and is intended to create no third -party beneficiaries. 20. MODIFICATION The parties intend this writing to be both the final expression of the Agreement between the parties and a complete statement of the terms of the Agreement. Notwithstanding anything contained herein to the contrary, the parties may amend the Agreement from time to time and as mutually agreed upon. Except as otherwise provided herein, no modification of the Agreement will be effective unless and until such modification is evidenced by a writing signed by both parties. b. Notwithstanding the above, if Nationwide determines that an amendment to the Agreement is necessary for regulatory or compliance purposes that affects more than one plan sponsor and this change is communicated in writing to all affected plan sponsors, Nationwide reserves the right to implement the amendment on a prospective basis for any plan whose plan sponsor fails to respond to the request for written approval of the amendment within thirty (30) days notice to the Plan Sponsor. Plan Sponsor hereby approves all such amendments unless a proper and timely response is made to Nationwide regarding any Agreement modification communicated to Plan Sponsor, 21. TERMINATION a. Either the Plan Sponsor or Nationwide may terminate the Agreement for any reason upon providing 120 days written notice to the other party. b. In the event either party fails to perform any or all of its obligations as defined in the Agreement, the non -defaulting party shall give the defaulting party written notice, specifying the particulars of the default. If such default is not cured within sixty days from the date in Page 11 of 15 which notice of default is given, the non -defaulting party may terminate the Agreement upon 60 days written notice to the defaulting party. c. Provision of such written notice of termination by Plan Sponsor to Nationwide does not relieve the Plan Sponsor of any termination requirements that may be associated with specific investment options. d. Plan Sponsor further acknowledges and agrees that the Plan is responsible for any investment product liquidation fees, if applicable, and that neither Nationwide nor any of its affiliates assumes liability for any such fees. e. Upon the effective date of termination of this Agreement the following shall occur: Nationwide will no longer accept contributions to the Plan except by agreement of the parties. Nationwide will: 1. Provide Plan Sponsor, or such other entity as the Plan Sponsor may designate in writing, with a copy of all participant records in an electronic format and within a time frame as mutually agreed upon between Nationwide and Plan Sponsor. 2. Transfer any periodic distribution amounts and schedules, continuing loan repayments, or other ongoing participant transactional activity to the Plan Sponsor, or such other entity as the Plan Sponsor may designate in writing, in accordance with the time frame agreed to by the parties for the delivery of participant records. Transfer all Plan assets under its control to the Plan Sponsor or to such other entity as the Plan Sponsor may designate in writing in accordance with the funding arrangement terms. Nationwide agrees to provide a final accounting of all Plan assets for which Nationwide provides recordkeeping. f. If the Plan is not funded within 180 days of the date this Agreement is signed by the parties or the Effective Date of the Agreement, if later, Nationwide reserves the right to terminate the Agreement by providing written notice of the termination to Plan Sponsor. 22. CIRCUMSTANCES EXCUSING PERFORMANCE Neither party to the Agreement will 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 fault or negligence on their part. Such causes may include, but are not limited to, Acts of God or public enemy, acts of the government in its sovereign or contractual capacity, severe malware or cyber-attack, fires, floods, epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather. b. Neither party will be responsible for performing all of that portion of services precluded by the foregoing events for such period of time as Plan Sponsor or Nationwide are precluded from performing such services in the normal course of business. Neither Nationwide nor Plan Sponsor Page 12 of 15 16 F Z o will 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. c. "Acts of God" are defined as acts, events, happenings or occurrences due exclusively to natural causes and inevitable accident or disaster, exclusive from all human intervention. 23. NO WAIVER The failure of either party to enforce any provision of the Agreement will not be construed as a waiver of that provision or of any other provision in the Agreement. Either party may, at any time, enforce a provision previously unenforced, unless a modification to the Agreement has been executed that makes such provision unenforceable. 24. SEVERABILITY Any provision of the Agreement which is prohibited or unenforceable in any jurisdiction where performance is required will be ineffective to the extent such provision is prohibited or unenforceable without invalidating the remaining provisions. Any prohibited or unenforceable provision in any one jurisdiction will not prohibit or render unenforceable such provision in any other jurisdiction. 25. AUTHORIZED PERSONS Plan Sponsor will furnish a list to Nationwide (and from time to time whenever there are changes therein) of the individuals authorized to transmit instruction to Nationwide concerning the Plan and/or assets in the Plan, and written direction regarding the form of such instructions. 26. COMPLIANCE WITH LAWS Both Plan Sponsor and Nationwide agree to comply, in their respective roles under this Agreement, in all material respects with all applicable federal laws and regulations as they affect the Plan and the administration thereof. Nothing contained herein will be construed to prohibit 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. 27. SURVIVAL OF REPRESENTATIONS, WARRANTIES, INDEMNITY, AND CONFIDENTIALITY Notwithstanding anything to the contrary, any representations and warranties contained herein will survive termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. Further, the party making any representation or warranty shall notify the other party in writing within five business days of any representation or warranty that is no longer valid. Notwithstanding anything to the contrary, any indemnity provisions contained herein will survive the termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. Page 13 of 15 1F1U c. Notwithstanding anything to the contrary, any confidentiality provisions contained herein will survive the termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. 28. PRIVITY OF CONTRACT Plan Sponsor acknowledges and agrees that Nationwide and participants of the Plan have no privity of contract with each other. 29. APPLICABLE LAW AND VENUE This agreement will be construed in accordance with the laws operating within the State of Ohio. 30. ATTORNEY'S FEES Each party agrees that in the event of a claim, arbitration, or lawsuit filed by a party to this Agreement, each party will be responsible for its own attorneys' fees and/or any costs or expenses related to the bringing or defense of any such claim, arbitration, or lawsuit. 31. HEADINGS The headings of articles, paragraphs, and sections are included for convenience only and will not be considered by either party in construing the meaning of the Agreement. 32. NOTICES All notices and demands to be given by one party to another must be given by certified or United States mail, addressed to the party to be notified or upon whom a demand is being made, at the addresses set forth in this Agreement or such other place as either party may, from time to time, designate in writing to the other party. Notice will be deemed received on the earlier of: (1) three days from the date of mailing, or (2) the day the notice is actually received by the party to whom the notice was sent. If to Nationwide: Nationwide Retirement Solutions, Inc. 10 W. Nationwide Blvd., 05-04-101A Columbus, Ohio 43215 If to Plan Sponsor: Page 14 of 15 By executing this agreement, Plan Sponsor represents and warrants that it is an "eligible employer," as that term is defined in Code Section 457(e)(1)(A), which means "a State, political subdivision of a State, and any agency or instrumentality of a State or political subdivision of a State." IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of theh day of 20-1—. Nationwide Retirement Solutions, Inc By: Name: Catherine Moore Title: AVP - RP Operations Date: 7/10/2021 Approved as to iegaiitp .:V,rl Cou--` fnt 1' Page 15 of 15 Collier County Board of County Commissioners Plan Sponsor Title: Date: A [TES I CRYSTAL K. KINZFL, CLERK BY: JV11C . Attest as to ha an`s` signature only. Item #� Agenda Date ---s- Date Red A 16F10 16F1u Nationwide Trust Company, FSB 457 Trust Agreement (The "Agreement') This Agreement including the Schedule of Investments attached is made and entered into by and between Collier County Board of Commissioners ("Sponsor") and Nationwide Trust Company, FSB as Trustee ("NTC") pursuant to the Collier County Board of Commissioners Deferred Compensation ("Plan") to establish the Collier County Board of Commissioners Deferred Compensation Trust ("Account'). By signing below, signatories on behalf of the Sponsor and the Plan acknowledge that they have received the Agreement, inclusive of all Schedules listed above, and agree to all terms. Further, they represent that they have the authority to enter into, on behalf of the Sponsor and the Plan, a contractual relationship with NTC with respect to these documents and will be subject to all rights and obligations contained therein. Printed sor Na nel Printed Sponsor Signature Date C11c1�r m�a�n Title Printed a - —� Signature L If I Date i� o��;�.0 � G�x>Jn�+�► �c�rne U Title Printed Name Signature Date Title By signing below, NTC has agreed to and accepted all rights and obligations contained herein. NTC Acceptance Date NRS (07/2007) - 1 of 10- AT ► E ST, t R"YST L K. KINZEL, CLERK C t4 0 .rk ;Aes 'as to Cnai n, signature,only. 16F10 ARTICLE I — PURPOSE The Sponsor adopts this Agreement on behalf of the Plan and represents and warrants that the Plan is intended to meet the requirements of an eligible deferred compensation plan under Section 457 of the Internal Revenue Code of 1986, as amended ("Code") and intends to keep such Plan in compliance with the then applicable requirements of the Code. Further, the Sponsor represents and warrants that the Employer of all individuals eligible to participate in the Plan is a state, political subdivision of a state, or an agency or instrumentality of either. ARTICLE II — DEFINITIONS Account — The trust account established herein by which NTC will hold the assets of the Plan or any portion thereof as agreed upon by Sponsor and NTC. Business Day —A day on which NTC and New York Stock Exchange are both open for business. Effective Date — The date on which the Account is created by NTC's acceptance of cash or other assets on behalf of the Sponsor. Prior to the Effective Date, NTC shall have no responsibility hereunder. Employers) —The employer(s) of the Participants in the Plan. Funding Vehicle(s) — As permitted by applicable law, may include one or more (i) group annuity contracts, (ii) mutual funds, collective investment funds or other securities made available under the Agreement, (iii) securities held in self -directed brokerage accounts made available by NTC, or (iv) any other investment vehicle(s) mutually acceptable to NTC and Sponsor via an amendment to this Agreement or separate schedule. Original Signature —An authentic, hardcopy, non -reproduced signature of the Sponsor or its designee. Participant — A person for whom benefits are provided under this Agreement, in accordance with the Plan. Plan — The Plan identified on the front page of this Agreement, including any written plan document and trust provisions. Required Format — Acceptable format for submitting information to NTC as prescribed by NTC and on transaction forms prescribed by NTC. Signature — Either the Original Signature or an Original Signature that has been replicated by photocopy, e#ectronic means, or fax. Successor —The trustee or custodian appointed by the Sponsor who succeeds NTC. Written Instruction(s) — Any notices, instructions or other instruments required to be in writing (with Signature or Original Signature, where so indicated) from NTC, Sponsor, or its designee. Written Instructions may take the form of a letter, electronic communication through an on-line communication system mutually agreeable to the parties; or a facsimile transmission. NRS (07/2007) -2 of 10- 16FIU ARTICLE III —THE ACCOUNT The Sponsor advises NTC that the Account shall be funded as described herein. The Sponsor hereby authorizes NTC to take any action required to establish and maintain any Funding Vehicle(s) designated by the Sponsor under this Agreement. NTC has entered into arrangements with a number of providers to make available certain Funding Vehicles for possible inclusion in the Account. The assets of the Account shall consist of the Funding Vehicle(s) and any outstanding loans made under the terms of the Plan. The Account and any funds invested pursuant to this Agreement are not insured by the Federal Deposit Insurance Corporation ("FDIC'), are not deposits or other obligations of NTC and are not guaranteed by NTC. The value of the Account is subject to investment risks, including possible loss of principal. NTC agrees to hold and administer the Account in accordance with this Agreement. The Account shall not include any Plan Assets for which Sponsor has selected as the designated investment manager for Participant accounts an investment manager other than Nationwide Investment Advisors, LLC. To the extent permitted by the Plan, NTC, at the direction of the Sponsor or its designee, shall accept an eligible rollover distribution and/or eligible direct rollover under the then applicable sections of the Code. NTC shall not be under any duty to require payment of any contributions to the Account, if any, or to see that any payment made to it is computed in accordance with the provisions of the Plan. NTC shall continue to administer the Account in accordance with this Agreement until its obligations are discharged and satisfied. In the event that Sponsor and NTC mutually agree to include life insurance as a Funding Vehicle for inclusion in the Account, Sponsor agrees that NTC shall not be responsible in any manner to Sponsor, the Plan, a Participant or his or her beneficiary, or to any third -party, including any issuer of life insurance, for any determination as to prudence of inclusion of life insurance as a Funding Vehicle in the Account or as an investment option under the Plan; any determination on a Participant basis that the purchase of life insurance is incidental to the primary purpose of providing retirement benefits; the tax treatment of premium payments or disbursements of benefits; any and all administrative, marketing, and sales duties or responsibilities related in any manner to the initial purchase, or continuing maintenance , of any life insurance; and any other action or omission related to life insurance. The Sponsor authorizes NTC to commingle Plan assets, as applicable, in a master custodial account for purposes of facilitating the omnibus trading of various plan assets. ARTICLE IV —GENERAL ADMINISTRATIVE RESPONSIBILITIES OF NTC NTC is authorized to take any action set forth below with respect to the Account Accept instructions in the Required Format from the Sponsor or its designee regarding the allocation, distribution or other disposition of the assets of the Account and all matters relating thereto; Cause any portion or all of the Account to be issued, held, or registered in the individual name of NTC, in the name of its nominee, in an affiliated securities depository, or in such other form as may be required or permitted under applicable law (however, the records of NTC shall indicate the true ownership of such property); Employ such agents and counsel, including legal counsel, as NTC determines to be reasonably necessary to manage and protect the assets held in the Account, to handle controversies that may arise under this Agreement, or to defend itself successfully against allegations of a fiduciary breach, and to pay such agents and counsel their compensation from the Account unless such compensation is otherwise paid by the Sponsor; Commence, maintain, or defend any litigation necessary in connection with the administration of the Account, except that NTC shall not be obligated to do so unless it is to be indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by reason thereof; NRS (07/2007) -3 of 10- 16F10 Hold part or all of the Account uninvested as may be necessary or appropriate Withhold the appropriate taxes from any distribution, remit such taxes with the relevant government authorities, and report such payments on the informational returns prescribed by such authorities, identifying itself as the payor of such distributions; Forward to the Sponsor, for exercise, all proxies solicited in regards to mutual funds and collective investment funds, if applicable; vote, on behalf of the Plan and in accordance with the instructions provided by the Sponsor, all proxies that are returned by the Sponsor; and abstain from voting proxies that are not returned by the Sponsor; Take all other acts necessary for the proper administration of the Account ARTICLE V—INVESTMENT RESPONSIBILITY NTC shall have no investment management responsibility or liability with respect to the Account or any other assets held under the Plan. Plan contributions or other assets received by NTC shall be allocated in accordance with Written Instructions. NTC does not warrant or guarantee the performance of any Funding Vehicle(s) selected by the Sponsor or Participants. The Sponsor, or other party designated under the Plan, shall have full responsibility for the selection of the Funding Vehicle(s) and the management, disposition, and investment of assets of the Account. NTC shall comply with Written Instructions concerning those assets, subject to restrictions, if any, imposed by the Funding Vehicle(s) and the operation of any securities markets. Except to the extent required by applicable law or otherwise provided in this Agreement, NTC shall have no duty to review, initiate action, or make recommendations regarding the Account or its investments. The Sponsor is responsible for reading any and all prospectuses, specimen and final contracts, proposals and/or other materials which disclose information pertaining to applicable charges, interest rates, terms and conditions of any contract between the Plan or Account and any party, including contracts related to the Funding Vehicle(s). NTC shall transmit such communications to the Sponsor. NTC shall have no duty to respond to communications related to securities or other property held in the Account (including, but not limited to, tender offers and class action communications). NTC shall not be liable for any loss which results from the exercise of investment control by a Sponsor, Participant or beneficiary, or designated investment manager. If a Participant who has investment authority under the terms of the Plan fails to provide investment direction, the Sponsor shall direct the investment of the Participant's account. No one providing investment advice to the Plan, Sponsor, Participant or other party is acting as an agent of NTC. ARTICLE VI — LOANS To the extent permitted under the Plan and applicable law, NTC will forward loan disbursements as directed by the Sponsor or its designee via Written Instructions. The Sponsor, or other fiduciary of the Plan or their designee, shall be responsible for the approval and administration of any such loans. The Sponsor acknowledges that all loan obligations should be made payable to the Plan and the Plan retains all lending responsibility. NTC will have no responsibility for executing and holding any notes or security agreements which are held as part of the Account, providing any disclosures required by any truth -in - lending laws, or enforcing any security interest in any asset other than the Participant's account under the Account. NRS (07/2007) -4 of 10- 16F1U ARTICLE VII — CONTRIBUTIONS NOT RECOVERABLE Except as described in the Purpose section of this Agreement and to the extent permitted by the Plan and applicable law, under no circumstances shall any part of the Account be recoverable by the Sponsor or be used other than for the exclusive purposes of providing benefits to Participants and their beneficiaries and paying reasonable expenses of the Plan prior to the satisfaction of all liabilities to Participants and their beneficiaries; provided, however, a contribution by a Sponsor or a Participant made as a result of a mistake of fact that is discovered within one (1) year after the contribution is made shall be returned to the Sponsor or Participant as soon as administratively feasible, if the Sponsor so requests and the Funding Vehicle(s) permits. ARTICLE VIII —ACCOUNT RECORDS AND REPORTS NTC shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, earnings, and other transactions related to the Account, and those records shall be available at all reasonable times to the Sponsor. ARTICLE IX— FIDUCIARY RESPONSIBILITIES AND LIABILITIES NTC may rely upon any information provided by the Sponsor or its designee. NTC, the Sponsor, and all other fiduciaries under the Plan and this Agreement intend that each party shall be solely responsible for those specific duties and powers assigned to it. Each party may rely upon any direction, information, or action of another party as being proper under the Plan and this Agreement. NTC shall not be required by the Sponsor or its designee to engage in any action, or make any investment which constitutes a prohibited transaction or is otherwise contrary to the provisions of applicable law, the Code, or the terms of the Plan, if any, or this Agreement. NTC shall be responsible only for those functions which have been assigned to it under this Agreement and shall have no responsibility to perform any duty of the Sponsor, or other fiduciary, required by the Plan or applicable law. NTC shall have no duty to determine the rights or benefits of any person having or claiming an interest under the Plan or this Agreement. Except as otherwise provided in the Agreement, including any schedules thereto, any action to be taken by NTC under the Agreement shall be taken upon Written Instruction from the Sponsor or its designee. NTC shall comply with such instructions and shall incur no liability for any loss which may result from any action or failure of action on its part due to its compliance with such Written Instructions. ARTICLE X— LIMITATION OF LIABILITY To the extent permitted by applicable law, NTC shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunction of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or government actions. ARTICLE XI — RELIANCE ON COUNSEL AND INDEMNIFICATION NTC may consult with, and act upon the advice of counsel (who may be counsel for the Sponsor), regarding its responsibilities under this Agreement. To the extent permitted under applicable law, the Sponsor shall indemnify and hold harmless NTC, its officers, employees, and agents from and against all liabilities, losses, expenses, and claims (including reasonable attorneys' fees and costs of defense) arising as a result of: Acts or omissions to act with respect to the Plan or Account by persons unrelated to NTC; NRS (07/2007) -5 of 10- 16F10 NTC's action or inaction with respect to the Plan or Account resulting from reliance on the action or inaction of unrelated persons; Any violation by any unrelated person of the provisions of the Code or applicable laws, unless NTC commits a breach of its duties by reason of its gross negligence or willful misconduct; Any decision by the Sponsor, any Participant or any other fiduciary to acquire, retain, or dispose of any security or other property of the Account; Any violation or breach by a fiduciary or other person associated with the Plan which occurred prior to the Effective Date; or NTC's acts, omissions and conduct, and those of its agents, in their official capacity, except to the extent that such documented loss or expense results from negligence directly and solely attributable to NTC or its agents, or from an intentional violation by them of any provision of this Agreement. Such obligation to indemnify shall extend to any liability or expense that arises as a result of the inaccuracy of any representation made, any action taken or failure to act, or any violation of this Agreement, the terms of the Plan by the Sponsor, its designee, any fiduciary of the Plan, and their agents, employees and officers under this Agreement or otherwise related to the administration of the Account. NTC shall not be required to give any bond or other security for the faithful performance of its duties under this Agreement except to the extent required by applicable law. ARTICLE XII — NTC'S USE OF AFFILIATED COMPANIES NTC may enter into agreements and share information with its affiliates in performing responsibilities under this Agreement and any other applicable agreement. Investments made in accordance with the Agreement, may include mutual funds or other investments advised by affiliates of NTC. The investment advisers of such investments may be affiliates of NTC and may derive investment management and other fees for services provided. ARTICLE XIII — NTC'S COMPENSATION AND EXPENSES NTC will receive additional reasonable compensation for any extraordinary services or computations required as agreed upon by the Sponsor and NTC in advance. Nationwide shall be entitled to receive, as compensation for services provided hereunder, any credit, interest or other earnings on aggregate cash balances held on deposit with respect to funds awaiting investment or reinvestment or with respect to funds pending distribution to offset expenses of associated activities. NTC may withdraw amounts from the Account for its compensation, and for any expenses as described herein from the Account for its compensation. ARTICLE XIV— TAXES Until advised to the contrary by the Sponsor, NTC shall assume that the Account is exempt from federal, state, local and foreign income taxes. NTC shall not be responsible for filing any federal, state, local or foreign tax and informational returns relating to the Plan or Account. NTC shall notify the Sponsor of any taxes levied upon or assessed against the Account. If NTC does not receive Written Instructions within thirty (30) days of such notification, NTC will pay the tax from the Account. If the Sponsor wishes to contest the tax assessment, it must give appropriate Written Instructions to NTC within thirty (30) days of notification. NTC shall not be required to bring any legal actions or proceedings to contest the validity of any tax assessments unless NTC is to be indemnified to its satisfaction against loss or expense related to such actions or proceedings, including reasonable attorneys' fees. NRS (07/2007) -6 of 10- 16FIQ ARTICLE XV — AMENDMENT Notwithstanding any other provision of the Agreement, NTC may amend the Agreement at any time by providing written notice to the Sponsor not less than thirty (30) days prior to the effective date of such change, or at any time in the event NTC determines that such amendment is necessary to comply with any applicable legal or regulatory requirements. No person except for an authorized officer has the legal capacity to change this Agreement otherwise, or to bind NTC to other commitments not covered within this Agreement. ARTICLE XVI — RESIGNATION, REMOVAL AND TERMINATION NTC may resign at any time after providing at least thirty (30) days notice via Written Instructions to the Sponsor. The Sponsor may remove NTC by delivery of Written Instructions, to take effect at a date specified therein, which shall not be less than thirty (30) days after the delivery of such Written Instructions with Original Signature to NTC, unless Funding Vehicle provisions specify otherwise. Notwithstanding the foregoing, NTC may retain responsibilities per the terms of this Agreement over assets remaining at NTC beyond the thirty (30) day timeframe, concurrent with Funding Vehicle provisions. The Agreement will be terminated at such time as the Account is terminated, the Funding Vehicle(s) are redeemed in full, upon the resignation or removal of NTC as trustee, as applicable, of the Account, or upon the termination by Sponsor of any separate agreement with NTC or Nationwide Retirement Solutions, Inc. that relates to the services provided by NTC under this Agreement. The discontinuance of contributions to the Account shall not, by itself, terminate the Account. NTC is authorized to reserve such sum of money as it may deem advisable for payment of its fees and expenses in connection with the settlement of the Account, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid to the Successor by NTC. ARTICLE XVII — SUCCESSOR Upon resignation or removal of NTC, the Sponsor shall appoint a Successor and the Sponsor shall notify NTC of such appointment by Written Instructions with Signature. NTC shall transfer the assets of the Account, subject to any applicable fees as described in the Agreement to such Successor. If either party has given notice of termination and upon the expiration of the advance notice period no party has accepted an appointment as Successor, NTC will have the right to commence an action in the nature of an interpleader (or other appropriate action) and seek to deposit the assets of the Account in a court of competent jurisdiction in Franklin County, Ohio, for administration until a Successor may be appointed and accepts the transfer of the assets. The Sponsor will be responsible for any costs incurred as a result of such action and/or transfer, as well as any expenses of NTC which are incurred in carrying out its duties under this Agreement in such a situation. ARTICLE XVIII —GOVERNING LAW The Account will be administered in the State of Ohio, and its validity, construction, and all rights hereunder shall be governed by the Code, Home Owners' Loan Act of 1933 and, to the extent not pre- empted, by the laws of Ohio. All contributions to the Account shall be deemed to occur in Ohio. NRS (07/2007) -7 of 10- ARTICLE XIX — IDENTITY VERIFICATION NOTICE To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies certain persons or entities that open an account. When an account is opened, NTC may ask for the name, address and other information that will allow NTC to identify the entity or person that sponsors the Plan. NTC may also ask for a copy of identifying documents, such as a driver's license, government -issued business license, or other documents. ARTICLE XX — RULES OF CONSTRUCTION The Agreement, together with all attached schedules and any applicable investment contracts shall constitute the entire Agreement. The Plan and this Agreement shall be read and construed together. By signing this Agreement, the Sponsor represents to NTC that the Plan conforms to and is consistent with the provisions of this Agreement. Should the Plan need to be amended to conform to the provisions of this Agreement, the Sponsor is responsible for such amendments. The terms of this Agreement shall prevail over terms of the Plan in cases of conflict. ARTICLE XXI — WAIVER Failure of either party to insist upon strict compliance with any of the conditions of the Agreement shall not be construed as a waiver of any of such conditions, but the same shall remain in full force and effect. No waiver of any provision of the Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. ARTICLE XXII — REFERENCES Unless the context clearly indicates to the contrary, a reference to a statute, regulation, document, or provision shall be construed as referring to any subsequently enacted, adopted, or re -designated statute or regulation or executed counterpart. ARTICLE XXIII — SEVERABILITY If any provision of the Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue to be effective. ARTICLE XXIV —MUTUAL FUND DISCLOSURE The Sponsor acknowledges that Nationwide and its affiliates receive payments in connection with the sale and servicing of investments allocated to participant Plan accounts ("Investment Option Payments"). The Investment Option Payments include mutual fund service fee payments, which are described in detail at www.nrsforu.com, and other payments received from investment option providers. NRS (07/2007) -8 of 10- 16FIU Schedule of Investments ("Investment Authorization") WHEREAS, NTC and the Sponsor have entered into an Agreement in which the assets of the Plan are to be held, invested and distributed; and WHEREAS, the authority to select the Funding Vehicles under the Plan resides with the Sponsor; and WHEREAS, NTC and Sponsor agree that NTC may act upon Written Instructions from the Sponsor; NOW THEREFORE, the Sponsor authorizes NTC to establish an account for each Funding Vehicle set forth below 1. On the Effective Date, the Funding Vehicles in the Plan shall be: American Century Value Fund Cohen & Steers Real Estate Securities Fund, Inc. - Class A Edgar Lomax Value Fund Fidelity Contrafund Fidelity OTC Portfolio Fidelity Puritan(R) Fund Invesco Growth and Income Fund - Class A Invesco Oppenheimer Global Fund - Class A Invesco Quality Income Fund - Class Y Invesco Short -Term Investments Trust - Treasury Portfolio - Institutional Class JPMorgan Mid Cap Value Fund Lord Abbett High Yield Fund - Class R5 MFS International Intrinsic Value Fund - Class R3 MFS(R) High Income Fund Nationwide AllianzGl International Growth Fund - Institutional Service Class Nationwide Bond Index Fund Nationwide Destination 2025 Fund - Institutional Service Class Nationwide Destination 2030 Fund - Institutional Service Class Nationwide Destination 2035 Fund - Institutional Service Class Nationwide Destination 2040 Fund - Institutional Service Class Nationwide Destination 2045 Fund - Institutional Service Class Nationwide Destination 2050 Fund - Institutional Service Class Nationwide Destination 2055 Fund - Institutional Service Class Nationwide Destination 2060 Fund - Institutional Service Class Nationwide Destination Retirement Fund - Institutional Service Class Nationwide Fund - Institutional Service Class Nationwide Government Money Market Fund - Investor Shares Nationwide International Index Fund Nationwide Investor Destinations Aggressive Fund: Service Class Nationwide Investor Destinations Conservative Fund: Service Class Nationwide Investor Destinations Moderate Fund: Service Class Nationwide Investor Destinations Moderately Aggressive Fund: Service Class NRS (07/2007) -9- 16 F 10 Nationwide Investor Destinations Moderately Conservative Fund: Service Class Nationwide Large Cap Growth Portfolio Nationwide Loomis All Cap Growth Fund a Eagle Class Shares Nationwide Loomis Core Bond Fund - Institutional Service Class Nationwide Mid Cap Market Index Fund Nationwide S & P 500 Index Fund Nationwide Small Cap Index Fund Nationwide Small Company Growth Fund Institutional Service Class Nationwide US Small Cap Value Fund - Institutional Service Class Nationwide Variable Insurance Trust: Nationwide Multi -Manager NVIT Small Company Fund Neuberger Berman Equity Trust(R) - Genesis Fund Neuberger Berman Sustainable Equity Fund - Investor Class New World Fund(SM) - Class R4 PIMCO International Bond Fund (U.S. Dollar -Hedged) - Class A SEI Institutional Managed Trust - S&P 500 Index Fund - Class F T.Rowe Price Growth Stock Fund The Investment Company of America(R) Wells Fargo Discovery Fund - Administrative Class Nationwide Fixed Account 1Za This Investment Authorization may be amended to include mutually agreeable Funding Vehicle(s) at any time via written instructions from the Sponsor or its designee to NTC. NRS (03/2013) -10-