Appendix B riALIC Plan Document Maintenance Agreement This Agreement is made and entered into by and between The Variable Annuity Life Insurance Company (VALIC) and the Employer identified below, effective as of the date executed by VALIC for a period of one year, for the Plan identified below.

A. Ongoing Amendments/Restatements and Legislative Updates

VALIC will provide the following services for the Document Maintenance Fees described below: a. Plan Sponsor-initiated Plan provision changes. b. Legislative updates to the Plan Document necessary to comply with requirements of the Internal Revenue Service (IRS) or the Department of Labor (DOL)

that can be accommodated via an amendment.. c. Corresponding updates to the Summary Plan Description (SPD) (if an SPD is required by ERISA). Note: This Agreement does not include legislative updates that require a complete restatement of the Plan. Plan restatements will be subject to an

additional fee.

B. Document Services Fees

Employer will pay VALIC the applicable fees below:

Total Assets with VALIC Document Maintenance Plan Sponsor·lniliated Additional Fees for Customized Document Fees Amendment Fees (In Lieu of

Document Maintenance Fees)

$0 - $5 million • $300 per year $600 per amendment • Not available (pre-approved exceptions: $1500 per • $200 per year if VALIC Plan Document)

also provides Administrative Services

$5 - $20 million • $300 per year $400 per amendment $750 per Plan Document • $200 per year if VALIC

also provides Administrative Services

$20 million plus Amendment fees waived Agreement fee waived Customization fees waived

C. Relationship lo Service Agreement This Agreement together with that certain Pension Administration Services Contract or Service Provider Agreement, as applicable, currently in effect between VALIC and Employer (the "Service Agreement") comprise the entire agreement between the parties concerning the subject matter described herein and therein. This Agreement shall supplement the Service Agreement and shall be governed by the terms and conditions set forth in the Service Agreement, except to the extent that this Agreement conflicts with the Service Agreement, in which case this Agreement shall govern. Upon its effective date, this Agreement terminates any prior agreements, other than the Service Agreement, between the parties concerning the subject matter herein. Any statement or representation made by any party that is not expressly set forth In the Service Agreement, as supplemented by this Agreement, shall not be binding on any party.

Plan Document Sponsor Name: The Variable Annuity Life Insurance Company (VALIC)

Name of Plan: City of Sarasota Defined Contribution Plan

City of Sarasota Name of Employer: ___________________________ ____________ _

Pamela M. Nadalini 9/?/ ll Date Employer Signature Print Name

City Auditor and Clerk Title

VALIC-~le~~nce Company

Home Office Signature Print Name

Title

VL 17584 VER 5/2009 Page 1 of 12

Item No. 6.1.

. lnfQrmation

'FRAUD WARNING

In some states we are required to advise you of the following: Any person who knowingly intends to defraud or facilitates a fraud against an insurer by submitting an application or filing a false claim, or makes an incomplete or deceptive statement of a material fact, may be guilty of insurance fraud.

Arkansas, North Dakota, South Carolina, South Dakota and Texas Residents Only: Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement, commits insurance fraud, which may be a crime and may subject the person to civil and criminal penalties.

Colorado Residents Only: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies.

District of Columbia and Rhode Island Residents Only: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

Florida Residents Only: Any person who knowingly and with intent to injure, defraud or deceive any insurer, files a statement of claim or an application containing any false, incomplete or misleading information, is guilty of a felony of the third degree.

Kentucky, New Mexico, Ohio and Pennsylvania Residents Only: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties.

Louisiana, Maryland and Massachusetts Residents Only: Any person who knowingly and willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly and willfully presents false information in an application for insurance is guilty of a crime and may be subject lo fines and confinement in prison.

Maine, Tennessee, Virginia and Washington Residents Only: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company; Penalties include imprisonment, fines and denial of insurance benefits.

New Jersey Residents Only: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

Oklahoma Residents Only: Any person who knowingly and with intent to injure, defraud or deceive any insurer, makes any claims for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony.

VL 21456 VER 5/2009

CONTRIBUTION PROCESSING STANDARDS

In order to facilitate efficient processing of contributions, processing instructions should be provided before or concurrent with the employer contribution remittance. The instructions and remittance should be in balance. We require that contribution processing instructions be provided in one of several approved electronic formats.

RECEIPT OF CONTRIBUTIONS PRIOR TO RECEIVING A PARTICIPANT APPLICATION

We make every attempt to get complete information for all participants that direct contributions to us. If we receive contributions for a participant before we receive the participant's application or enrollment form, we will establish an account if you, as the plan sponsor, confirm that the remittance is valid and agree to provide minimum information (participant's full name, SSN, date of birth, current address, and marital status) as needed. The contributions will remain in the plan and will be invested in Money Market I or as directed by the employer, pending alternative instructions from the participant.

Page 2 of 12

r

CITY OF SARASOTA Proposed Investments for the 401(a) DC Plan

VALIC Por(fo/io Director Platform

~-·i~; ·~i·:~l - ,,.,

\?i~ l~ ~~~,,!{.-~fl" I ij ~r~t;:~£~~Trln,:~1l4'}~s1 bi~ ~~~i~ ~~~.81~~ . ~ ~: h~1.;~_~i.\~ ~ ~ .. .'.:iib;.,':~ ~-JP};,.; :I .1:n.,· o

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-~ ~-~~~ ;,'! , .. ~,.... ,·.:::-1 ·~~~ ... c- ........ .... .!~' ~~ . (·~f"Jft ~~' ,_,~,.. ·:i "'" 11 .. f:~ 1•1uu• ..~ .. M~i;;:

·~n .11'1. {>:_.._·;' j .. _ -· . ··~'='" •m.w '<:':~~ ,.:;.,.(..: '"""'

... , TIOT!:I I "' ..... % % %

' V ALIC Comoanv I Broad Cao Value Income Large Cao Value 0.85% 0.80% 1.65%

VALIC Corr'ipany I Dividend Value Lar2e Cap Value 0.82% 0.80% 1.62%

V ALIC Comoanv II Sociallv Resoonsible Laree Cao Blend - Socially Resoonsible 0.56% 0.55% 1.11%

V ALIC Company I Stock Index Lar~ Cao Blend - Index 0.38% 0.80% 1.18%

V ALIC Comoanv I Large Cap Core LarL>e Cao Growth 0.85% 0.80% 1.65%

V ALIC Comoanv I NASDAQ 100 Index Large Cao Growth 0.53% 0.80% 1.33%

Ariel Aooreciation Mid Cao Blend 1.18% 0.80% 1.98%

V ALIC Company I Mid Cao Index Mid Cao Blend 0.39% 0.80% 1.19%

V ALIC Comoanv I Mid Cao Strate!ric Growth Mid Cao Growth 0.85% 0.80% 1.65%

VALIC Company II Small Cap Value Small Cap Value 0.95% 0.55% 1.50%

V ALIC Companv I Small Cao Small Cao Blend 0.93% 0.80% l.73%

V ALIC Company I Small Cao Index Small Cao Blend 0.46% 0.80% 1.26%

VALIC Company I Small Cap A!?!! Growth Small Cap Growth 0.99% 0.80% 1.79%

VALIC Comoanv II Conservative Growth Lifestvle - Conservative Allocation 0.94% 0.55% 1.49%

lvAUOCcmoamr -H"Moderate Growth I ··., . - Lifesrvle - Moderate Allocation 0.94% 0.55% 1.49% ····-

Vari:~ard W~Uin!?ton Moderate.Allocation 0.30% 1.05% 1.35%

VALIC Corooan-.i JI Aiwessive Growth Lifes tyle A!?!!!'essive Allocation 0.94% 0.55% 1.49%

V ALIC Comoanv I Foreien Value Foreign Large Value 0.84% 0.80% 1.64%

V ALIC Companv I International Eauities Foreign Larr!e Blend 0.56% 0.80% 1.36%

V ALIC Comoany I International Growth Foreign Laree Growth 1.01% 0.80% l.81%

VALIC Company I Global Strategy World Allocation 0.68% 0.80% 1.48%

V ALIC Comoanv I Health Sciences Soecialtv - Health 1.18% 0.80% 1.98%

VALIC Money Market II Monev Market/Stable Value 0.55% 0.55% 1.10%

V ALIC Company II Core Bond Intermediate Bond 0.77% 0.55% 1.32%

Vanguard Lon!! Term Investment Grade Long Term Bond 0.24% 0.80% 1.04%

V ALIC Comoanv II Strate!ric Bond Multisector Bond 0.89% 0.55% 1.44%

V ALIC Comoanv I International Govt Bond World Bond 0.68% 0.80% 1.48%

V ALIC Company I Inflation Protected Inflation Protected Bond 0.65% 0.80% 1.45%

V ALIC Fixed Account Plus Guaranteed/Fixed Account n/a n/a n/a

V ALIC Short Term Fixed Account Guaranteed/Fixed Account n/a n/a n/a

PLA!Y MilNU. EXPENSE SUMMARY

Totai Un;,,Weiebt:ed lrivestment Expense - ,30.investment options: 1.48%.

Page 3 of 12

I. TJustee (if applicable):

Name:

Company:

Address: City: State: -- ZIP:

Phone:( __ ) Fax: ( __ ) E-mail:

EIN (if applicable):

J. Names of Any other Providers that currently or will hold Assets of the Plan:

K. Other Plans of Employer: 457(b) Deferred Compensation Plan

-

L. Is the organization sponsoring the Plan affiliated with, controlled by, or in control of any other organization? D Yes IX] No (If yes, then an organization chart showing all organizations related to, controlled by, affiliated with, or controlling the organization sponsoring this Plan must be attached before any compliance services can be provided. Also, please refer to Controlled Groups and Affiliated Service Groups in Section 111.E.) If yes, is VALIC an investment provider for any of these organizations? D Yes D No

M. Predecessor Employer Information (if applicable):

Name: EIN:

Name: EIN:

Credit Service for Predecessor Employer: D Yes D No

N. Participating Employers {If applicable):

Employer Name:

EIN: City: State:

Employer Name:

EIN: City: State:

II. EMPLOYER/PLAN ADMINISTRATOR RESPONSIBILITIES The following is a list of Employer/Plan Administrator responsibilities. This list is not all-inclusive and may be subject to change as applicable laws change. For a description of the areas in which VALIG will provide assistance, refer to Section Jll, ADMINISTRATIVE SERVICES GENERAL PROVISIONS, herein. A. Establish the Plan (if a new plan) with a resolution passed by the D. Determine the need for and provide fidelity bond coverage for the Plan

organization's Board of Directors (or appropriate governing body). as required by ERISA Section 412. B. The following items must be distributed to participants and/or

posted for all employees within the time frames established by the Employee Retirement Income Security Act of 1974, as amended (ERISA) and .the Internal Revenue Code of 1986, as amended (IAC): • Notice to Interested Parties (if required) • Summary Plan Description (SPD) • Summary Annual Report (SAR) • Benefits Statements

C. The following items must be signed and forwarded (If necessary) to the appropriate governmental agency: • Plan Document •IRS determination letter application (if appropriate) • Form 5500 and applicable schedules (if required) Note: VALIC may prepare forms that must be filed for the Plan with the Internal Revenue Service (IRS) or the Department of Labor (DOL). However, full responsibility for filing these forms with the appropriate government agencies in a timely manner lies with and is assumed by the Plan Administrator named in the Plan Document. To the extent permitted by applicable law, the Employer shall indemnify, protect and hold VALIC harmless from any loss, liabilities, or expenses in connection therewith, including penalties, court costs, and attorneys' tees, arising out of inadequate or inaccurate data supplied by the Employer or Plan Administrator, or their failure to file reports prepared by VALIC with the applicable government agencies by the deadlines.

VL 17584 VER 5/2009

E. Establish written procedures for administering Participant Loans (if applicable) and Qualified Domestic Relations Orders (QDROs).

F. Assist.in making arrangements to enroll eligible employees.

G. Ensure that any non-discrimination testing or other testing required by law is performed and take any actions needed to maintain the Plan's compliance with relevant IRC requirements;

H. Send contribution remittance and detailed allocation instructions to VALIC in "good order." "Good order" means that the allocation instructions are sent to VALIC before or concurrent with the contribution remittance and that they are in balance. Required information in the allocation instructions includes (but may be more extensive in order to support reporting or service work requested) participant name, SSN, source of the contributions, and dollar amount. VALIC accepts allocation instructions electronically. Electronic file processing using a standard file format is a requirement. For non-standard remittances, a service fee may apply. Prior to sending the first contribution remittance, the method and format must be reviewed and approved by VALIC's Client Contribution Services department. Contribution remittance must be fully funded for all positive amounts. Contributions made under a mistake of fact are processed and the funds returned separately. Five remitting locations are allowed with no additional service fee.

1.1 page 2 of 6 Page 4 of 12

I. Provide participant address information, when required. If VALIG receives contributions for a participant who has not yet completed a contract application, VALIG will open a temporary "starter" account and, unless otherwise directed by the Employer, invest the funds in the Money Market Division of Separate Account A (Money Market Fund) available under the product(s) offered by VALIC for the Plan. In order to open a "starter" account, the participant's current address is required. VALIC utilizes a third-party locator service to identify a valid address for the participant. If VALIC is unable to obtain the participant's address through the locator service, we will use the Employer's address. The funds will remain in the Money Market Fund investment option and may not be withdrawn or transferred to a different investment option until the participant has completed a contract application. VALIC will attempt to contact the participant through the financial advisor assigned to the Employer and by maiL

J. If your organization plans to Initiate· an employer-directed transfer of assets to VALIC, review and sign an "Agreement Regarding Capital Transfer of Assets" Form.

lit ADMINISTRATIVE SERVICES GENERAL PROVISIONS

K. Review each request for a distribution or loan, including required spousal consent (if applicable), and complete the section of each VALIC distribution form requiring the Plan Administrator's information/approval.

L. Inform participants of spousal rights to benefits, as prescribed by the Retirement Equity Act (REA) of 1984 and applicable regulations.

M. Calculate eligibility, service, vesting, and contributions for all Employees based on the Plan Document provisions and applicable laws and regulations.

N. Monitor internal Revenue Code and Pian limits on Employer and Employee contributions.

0. Notify VALIC promptly of any changes to organizational structure or , any modifications, whether proposed or completed, to the Plan. P. Provide copies of executed Plan Documents and any amendments

thereto to VALIC.

VALIC has developed certain administrative and record keeping services that may be selected by the Plan Sponsor. These services are in addition to those specified in the VALIC annuity contract(s) purchased by the Employer and/or employees. These additional services are intended to assist the Pian Sponsor in complying with the rules imposed by the IRC and ERISA. To the extent that the retirement plan is not subject to ERISA, the provisions of and services performed under this Agreement are hereby modified accordingly. For new plans: Employer acknowledges that no employee elective deferrals can be withheld until the Plan Document has been executed. The Employer shall furnish VALIC with information required to carry out its duties hereunder. VALIC, as the entity providing administrative services to the Employer, is not the Plan Administrator, as defined under applicable law. VALIC shall be entitled to rely exclusively upon information furnished to it by the Plan Administrator and shall have no duty to look beyond such information. VALIC is not responsible for the actions or omissions of the Employer, Plan Administrator or other authorized Plan representative, or prior vendors or service providers, or for interaction with governmental agencies regarding issues for plan years prior to the plan years for which this Agreement is effective. A. Implementation Services:

VALIG will coordinate set-up of the Plan on qur record keeping system and the transfer of Plan assets to participant accounts.

B. Plan Document Services: Plan Document Services will be available for plans that elect VALIC plan document services and that are approved using VALIC's internal guidelines. If VALIC is not exclusive but Plan Document Services are requested, please indicate in the box provided below. D Yes, assets not exclusive to VALIG but Plan Document Services

are needed. If Plan Document Services are selected or required and are approved using VALIC's internal guidelines, then the following will apply: 1. VALIC will prepare a Plan Document and, if required by ERISA, a

Summary Plan Description (SPD). Existing plan documents will be restated to a VALIG standard document as part of the initial plan set-up. Any existing plan document must be received and reviewed by VALIC before fees will be final.

2. The Plan Document provided will be a VALIC standard document. • For new plans with assets at VALIC under $5 million that are

approved for VALIC Plan Document Services, the Pian Document will be a "model" document, which will be a simplified 401 (a) prototype or standard 403(b) document with a limited number of optional provisions, and customization is unavailable.·

• For existing plans with assets at VALIC under $5 million with a non-VALIG existing plan document that are approved for VALIC Plan Document Services, the Plan Document will be a 401 (a) prototype or standard 403(b) document and will incur a one-time $350 charge.

• For plans with assets at VALIC in excess of $5 million, the Plan Document will be a 401 (a) prototype or standard 403(b) document with a broader range of optional provisions. Plans with more than $5 million in assets at VALIC may be customized to include additional provisions at an additional fee.

3. An SPD (if required by ERISA) will be prepared for a standard or customized Plan Document.

4. Plan document maintenance is available at an additional fee upon the Employer's request. Pian document maintenance includes regulatory and Plan Sponsor-requested amendments. Regulatory updates that require a complete restatement of the Plan are subject to an additional fee.

VL 17584 VER 5/2009

Please see: • Appendix A - Additional Services and Fees for the fees associated

with customization of the Plan Document. • Appendix B - VALIC Plan Document Maintenance Agreement for fees

associated with plan document maintenance. Note: No work can be performed under VAL/C:S Plan Document Services until final decisions have been made regarding all plan provisions. For new plans: Employer acknowledges that no employee elective deferrals can be withheld until the Pian Document has been executed.

5. VALIG will continue providing Plan Document Services until: • The Employer has requested a transfer of all Plan assets available

for transfer to another service provider. •The Employer has discontinued Plan contributions for a period

of more than 12 months (unless the Plan is a discretionary employer-contribution-only profit sharing plan or has been legally "frozen").

•The Employer fails to notify VALIC of Plan termination prior to the effective date.

•The Employer has terminated the Plan and Plan assets have not been distributed within 12 months of the effective date of the Plan termination (and VALIC has not been notified of a pending determination letter application).

•The Employer contracts with an outside provider and makes changes that amend the VALIC document.

C. Employer/Participant Services: The following Employer/Participant Services will b·e provided by VALIG (if applicable to the Plan): 1. Enrollment of participants. 2. Periodic benefit statements to active participants. 3. Maintenance of beneficiary records. 4. Processing of all requested disbursements from participant

accounts as directed by the Plan Administrator. 5. Processing of forfeitures to reduce future Employer contributions

as directed by the Pian Administrator. 6. Acceptance and processing of transfers (within VALIC contracts)

in accordance with directions from participants and/or the Employer, Plan Administrator, or other designated Pian representative.

1.1 page 3 of 6 Page 5 of 12

7.. Tax withholding, as required or requested, on distributions to · p.articipants and beneficiaries.

8. Preparation of IRS Form 1099-R for distributions to participants and beneficiaries.

9. Assistance in handling REA requirements, including Qualified Pre-Retirement Survivor Annuities, Qualified Joint and Survivor Annuities, and Qualified Domestic Relations Orders.

10. Preparation of required notices to participants who receive distributions.

11. Preparation of reports ·necessary to complete the financial portions of Form 5500.

VALIC SHALL PROVIDE ONLY THE SERVICES LISTED ABOVE. SERVICES NOT LISTED ABOVE MAY BE AVAILABLE UPON REQUEST. PLEASE REFER TO SECTION V. D., ADDITIONAL FEE-BASED SERVICES, FOR OTHER SERVICES NOT LISTED ABOVE. A FEE MAY BE REQUIRED FOR ADDITIONAL SERVICES PERFORMED.

0. Administrative Services: The following Administrative Services will be provided by VALIC (if applicable to the Plan) as required to properly administer the Plan and if Administrative Services have been elected by the Employer. 1. Maintain data and records necessary for VALIC to perform services

hereunder based on information provided by the Employer and VALIC's records.

2. Calculation of participant eligibility for testing purposes. 3. Calculation of vesting percentage beginning in the second year

Administration Services are provided under this Agreement or at the time participant census has been received, if earlier, unless vesting information is provided during the plan implementation process.

4. Group-level compliance testing as appropriate for plan type, including IRC Section 41 O(b) ratio percentage test; IRC Section 401 {k) actual deferral percentage {ADP) test, IRC Section 401 {m) actual contribution percentage (ACP) test, !RC Section 414{s) compensation test, IRC Section 401 {a)(17) contribution limit and IRC Section 416 top heavy test, using standard VALIC procedures and methodologies.

5. Individual compliance testing performed on a plan-wide basis, including IRC Section 402(g) excess deferral limit and IRC Section 415(c) maximum annual additions.

IV; AGREEMENT PERIOD/TERMINATION/AMENDMENT

6. In the event of plan testing failures, correction via refunds. Other correction methods will incur an additional fee.

7. Provide standard final testing package. 8. Preparation of signature-ready Form 5500 annual report {as required). 9. Preparation of Summary Annual Report {SAR) (as required).

10. Preparation of Form 5558 extension to fife Form 5500 annual report {as required).

11. Make reasonable efforts to notify the Plan Administrator of any changes in federal laws or regulations that may affect the Plan.

At least annually, the Employer must provide census data electronically for all employees, including all employees of Controlled Group and Affiliated Service Group members. The census data must be provided whether or not the employees are eligible to participate in the Plan. Census specifications will be provided by VALIC based on the Plan's· provisions. Required data must be provided as requested by VALIC no later than 3 months prior to the Form 5500 filing deadline {or extended deadline if Form 5558 is filed timely) in the format and medium prescribed by VALIC. Failure to provide census data as requested by VALIC may result in additional fees or termination of the Administration Services provided above. If VALIC is taking over an existing plan, Employer must provide information from the prior year as follows: plan document, test results, and Form 5500.

E. Controlled Groups and Affiliated Service Groups: If the Employer's organization is part of an affiliated service or controlled group (as defined in IRC Section 414) and Administration Services have been elected, VALIC will provide services (including non-discrimination testing) only for those organizations and plans that are party to a VALIC service agreement electing Administration Services, unless otherwise noted herein. VALIC will not make the determination of whether or not such affiliated service or controlled group status exists. Important: Omission of any other organization that may possibly be associated with the organization sponsoring this Plan may invalidate some or all of the services provided under this Agreement, including, but not limited to, preparation of the Plan Document and non-discrimination testing. Corrective activity for work previously performed will incur a fee.

This Agreement shall continue in effect from the date that it is executed by VALIC and from year to year thereafter. Either VALIC or Employer may terminate this Agreement by written notification at least 60 days prior to the date the termination is to be effective. VALIC reserves the right to terminate this Agreement at any time that another financial institution is allowed to receive or hold funds for Employer's Plan unless the inclusion of such other institution is agreed to in writing by VALIC.

The original pricing of this Plan is set at the time of implementation based on information provided by the Employer regarding !he amount of Plan assets and the number of Plan participants. In !he event that these figures are not accurate, once the Plan assets are received, fees will be adjusted accordingly. Fees will be confirmed by VALIC as part of the implementation process.

V. SERVICE FEES A. Set·up Fee:

VALIC will provide the Implementation and Plan Document Services specified in Section Ill of this Agreement after receipt of the set-up fee, There is no set-up fee for a new plan. The set-up fee for a takeover plan is $300. If the Employer has executed an agreement with VALIC to transfer $5 million or more in assets, the set-up fee will be waived.

B. Annual Administrative S_ervlce Fee: If the Employer elects Administrative Services in Section VI, VALIC will provide the Administrative Services as described in Section Ill of this Agreement, as long as this Agreement remains in effect, for the Annual Administrative Service Fee. The Annual Administrative Service Fee schedule for the Administrative Services described in Section Ill is guaranteed not to increase during the first or next plan year following the effective date of the Agreement. VALIC shall notify the Employer in writing, at least 30 days prior to the end of the plan year, of any changes in the Annual Administrative Service Fee schedule for the subsequent year.

VL 17584 VER 5/2009

For purposes of this Agreement, a participant is defined as a customer with an account whose value is greater than zero on or about the last day of the plan year. . 1. The Annual Administrative Service Fee for plans that choose

compliance service with VALIC is a per participant fee. The per participant fee, based on average account balance (determined annually on or about the last day of the plan year), is as follows: Average Account Balance Per Participant Fee

$0 - $5,000 $30 $5,001 - $10,000 $20 $10,001 and above $10

The Annual Administrative Service Fee shall not be less than $2,500 or greater than $12,000.

2. For plans that satisfy the safe harbor requirements of I RC Code Sections 401 (k){12) and 401 (m)(11 ), the Annual Administrative Service Fee, including any minimum fee, will be reduced by $250.

1.1 page 4 of 6 Page 6 of 12

C. VALIC reserves the right to charge a fee in addition to the Annual Administrative Service Fee due to: • woik.that must be redone due to inaccurate or incomplete

information furnished by the Employer or Plan Administrator; • necessary compliance testing or services not included in the

Administrative Services In Section Ill; • deiays in client data or response.

D. Additional Fee·Based Services for All Plan Types: Services in addition to the Administrative Services described in Section Ill may be selected or required based upon plan design, testing results and the Plan Administrator's performance of the duties as described in this Agreement. Some additional services may be selected during the initial plan design and implementation phase and some may not be identified until the non-discrimination testing phase. VAUC will make every effort to inform the Employer of the potential additional charges prior to assessing the fee. See Appendix A for a list of additional services and fees.

E. Fee Payment: The annual base fee and additional fees (if applicable) will be billed directly to the Employer. Annual per participant fees will be: D Billed directly to Employer D Debited from Participant Accounts (subject to pre-approval by VALIC)

Vt OTHER ELECTIONS

The Employer shall pay VALIC the Annual Administrative Service Fee in the amount indicated in this Agreement. The fees listed in this Agreement do not include any taxes. If VALIC is required to assess or pay taxes on the services provided hereunder, then such taxes shall be billed to and paid by Employer. Employer shall pay all invoices within thirty (30) days of the applicable invoice date. Any sum due to VALIC hereunder that is not paid within sixty (60) days from its invoice date will bear interest from the invoice date until paid at the lesser of (a) one and one-half percent (1.5%) per month or (b) the maximum rate of interest allowed by applicable law. Employer's failure to pay any invoice within sixty (60) days of the invoice date for the applicable invoice shall be a material breach of the Agreement and the Employer authorizes VALIC to liquidate sufficient assets from participants' accounts to pay the invoice. VALIC shall not be liable for any loss occasioned by such action including, but not limited to, the selection of one date or asset as opposed to another for such liquidation. In the event the Employer cancels this Agreement, a fee may be charged for services performed prior to cancellation for the plan year during which cancellation occurred. This Agreement applies to services provided by VALIC employees only, and not to services provided by any third party administration firm.

D Employer hereby elects to have VALIC perform the applicable Administrative Services listed in Section Ill. Administrative Services shall be effective no earlier than the plan year in which assets have been transferred to VALIC. The effective date for these Administrative Services shall be for the plan year ending as follows: Effective for Plan Year Ending: _______ _

Ill Employer elects to have VALIC provide Plan Document Services described under Section Ill. If this box is not checked, Employer retains sole responsibility for establishing and maintaining Plan Documents in conformity with current laws and regulations and shall provide VALIC with executed Plan Documents, including any current or future amendments thereto, whether required by law or discretionary, in a timely manner.

D Employer has retained the Third Party Administrator (TPA) listed below to perform the applicable Administrative Services listed in Section Ill. Changes to this information can be provided to VALIC in writing by an authorized Employer representative.

Name of TPA:

Mailing Address: ---------------- City: - ------- State: ZIP: _ _ _

Phone:( __ ) ---------------0 Check box to authorize VALIC to make Annual 5500 Audit Package directly available to the TPA listed above.

D Check box to authorize VALIC to make Plan Sponsor Online (PSO) available to the TPA listed above.

VII. MISCELLANEOUS

A. Relationship of Parties: The parties hereto shall remain at all times independent contractors. Neither party is an employee, agent, or representative of the other. Neither party, including its employees, agents or representatives, shall at any time attempt to act on behalf of the other party to bind the other party in any manner whatsoever to any obligations. Neither party nor its employees, agents or representatives shall engage in any acts that may lead any person to believe that such party is an employee, agent, · or representative of the other party, its parent corporation, subsidiaries or affiliates. Each party agrees to give prompt written notice to the other party upon learning of any confusion by third parties as to the relationship of the parties.

B. Authority: The person signing this Agreement on behalf of Employer personally represents and warrants to VALIC that he/she has the actual authority to sign on behalf of Employer.

C. Assignment and Delegation: Employer agrees that VALIC may assign and delegate its rights and duties without the express consent of Employer. Employer agrees that it will not assign its rights or delegate its duties without VALIC's express prior written consent.

VL 17584 VER 5/2009

D. Integration and Modification: This Agreement comprises the entire agreement of the parties concerning the subject matter described herein and, upon its effective date, terminates any prior agreements concerning the subject matter herein between the parties. Any statement or representation made by any party that is not expressly set forth in this Agreement shall not be binding on any party. There are no express or implied promises or other agreements, written or otherwise, concerning the subject matter which have not been set forth herein. This Agreement may not be modified without express written agreement executed by all parties.

E. Controlling Law: Unless otherwise agreed to and set forth in an addendum to this Agreement, the parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed within the State of Texas. Each party irrevocably consents and submits to the jurisdiction of the courts of the State of Texas, including any federal court therein with respect to disputes arising hereunder.

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F. Notices: Unless otherwise specified elsewhere in this Agreement, all notices pertaining to this Agreement shall be in writing and delivered by first class United States mail, certified or registered mail {return receipt requested), or overnight delivery service. All notices shall be sent to the Employer at the address set forth in Section I. Notices to VALIC shall be sent to the following address:

Implementation VALIC 2929 Allen Parkway, L 11-40 Houston, TX 77019

G. H~adings: The headings In this Agreement are for convenience of reference only and shall not affect in any way the construction or interpretation of this Agreement.

H. Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same Agreement.

I. Facsimile Signatures: Each party agrees to accept the facsimile signatures of the other party to this Agreement as evidence of the execution and delivery of this Agreement Such facsimile signature shall be deemed binding upon the party sending the facsimile signature .

. VIII~ . SIGNATURES

J. Binding Effect:

The provisions of this Agreement shall be binding and inure to the benefit of each of the parties and their respective successors and assigns.

K. Waiver:

The failure of either party to this Agreement to object to or to take affirmative action with respect o any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or any future violation, breach or wrongful conduct.

L. Nature of Services: Employer acknowledges and agrees that the services provided by VALIC hereunder are solely non-discretionary services. Employer further acknowledges and agrees that neither VALIC nor its employees, agents, or other representatives may provide either tax or legal advice to the Employer or to any Plan representative (Including, but not limited to, a Plan Administrator other than the Employer or a Trustee). Employer hereby agrees that it shall seek and obtain competent tax or legal advice from licensed advisors as necessary and appropriate. Employer or Its designee shall be responsfble for the duties of Pfan Sponsor, Plan Administrator, Plan fiduciary and other related functions of a discretionary nature in support of the establishment and maintenance of the Plan.

The undersigned warrant that they are duly authorized by the respective parties to execute this Agreement on behalf of each respective party, have read and understand the terms of this Agreement, have sought or had an opportunity to seek counsel, and hereby affix their signatures below signifying agreement to the terms of this Agreement on the date shown.

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_Pam_ el_a_ M_. _Na_d_a_l1_· m_· _ ______ q0

aJei1J Jl Print Name t

City Auditor and Clerk Title

Plan Administrator Signature (If different from Employer) Plan Administrator Name (Print) Date

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ARTICLE IV. - DEFINED CONTRIBUTION PENSION PLAN

Sec. 24-130. - Establishment of defined contribution plan.

(a) The city hereby establishes a defined contribution 401(a) plan (hereinafter, the "DC Plan") to benefit the following:

(1) General employees hired on or after September 7, 2011.

(2) General employees that elect to freeze their accrued benefit in the City of Sarasota General Employees' Defined Benefit Pension Plan effective December 28, 2011 and begin participation in the DC Plan for future service in accordance with section 24-96. Employees that begin participation in the DC Plan as described in this subsection shall be immediately vested in the DC Plan.

(3) General employees that elect, effective December 28, 2011, to transfer from the General Employees' Defined Benefit Pension Plan the greater of the present value of their accrued benefit or their accumulated contributions to the DC Plan and begin . participation in the DC Plan. Employees that transfer from the General Employees' Defined Benefit Pension Plan shall be immediately vested in the DC Plan.

The DC Plan shall be governed by a plan document, which shall be adopted by the city commission by resolution, and which may be amended from time to time.

(b) The DC Plan is intended to qualify as a Section 401(a) plan of the United States Internal Revenue Code ("IRC"), as such IRC may be amended from time to time. Provisions herein are meant to be read so as to be consistent with the IRC when at all possible. If any provision herein is deemed to be irreconcilably in conflict with the IRC, the IRC shall prevail. ·

(c) Participation is mandato!)' for general employees, as defined herein, hired on or after September 7, 2011, except for Charter officials employed by the city, who may elect not to participate. Participation in the DC Plan shall not be construed to establish or create an employment contract between the participant and the city.

(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11)

Sec. 24-131. - Definitions.

The following terms have the meaning set forth herein when used in this article:

Compensation: The total annual compensation reported on the participant's W-2 form plus any tax­deferred or tax-exempt items of income, but not including any overtime compensation, car allowance, clothing allowance or other expense allowance, income attributable to use of a city vehicle, or any lump sum payment of annual leave (including but not limited to vacation days, incentive award bonus days and run/walk/swim fitness leave days), sick leave, compensatory time, severance pay, or any other types of leave that may be accrued by the employee and paid in a lump sum.

General employee: Any person employed by the city and classified on the personnel records of the city as a full-time employee. The term "general employee" shall not include city commissioners, police officers, firefighters, contract employees, any temporary full-time, temporary part-time, or permanent part­time employees.

Participant: All general employees as listed in section 24-130(a) herein.

Pay period: A regular accounting period established by the city for measuring and paying compensation earned by participant.

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(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11; Ord. No. 14-5087, § 2, 5-5-14)

Sec. 24-132. - Mandatory and elective deferrals by participants and contributions by city.

(a) All participants shall be required to contribute six (6) percent of their compensation at each pay period to the DC Plan retirement account as established in section 24-130. The city shall contribute a matching six (6) percent to the participant's DC Plan retirement account and shall make the additional matches described in section 24-132(b) herein if a participant elects to make additional deferrals. Mandatory deferrals shall commence immediately upon the participant becoming a general employee of the city and a participant in the DC Plan. Such deferrals shall be a condition of participant's employment with the city, and participant's agreement shall be evidenced by the participant's acceptance of employment with the city.

(b) A participant may elect, on a form to be provided by the city auditor and clerk, to make an additional deferral of his or her compensation to a 457(b) deferred compensation plan. In such event, the city shall match one hundred (100) percent of up to the first two (2) percent electively deferred by the Participant, for a total match of eight (8) percent. The elective deferral will commence with the first full pay period following the date the form is properly completed by the participant and accepted by the city auditor and clerk. While the participant's elective deferral shall be deposited into the 457(b) deferred compensation plan, the contributions made by the city shall be deposited into the DC Plan.

(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11)

Sec. 24-133. - Administration.

(a) The city auditor and clerk has the power and authority to administer the plan and promulgate, adopt, amend or revoke internal management procedures which are consistent with the plan and which are necessary to implement and maintain the plan. With the approval of the city commission and consistent with the city's procurement procedures, the city auditor and clerk may contract with individuals or corporations to administer the plan (a "third party administrator") and to perform any duties hereunder to the extent allowed by federal, state and local law.

(b) An employee retirement account committee is hereby established to provide oversight of the plan. The committee shall have the following powers and duties:

(1) Establish a "fiduciary review cycle" (e.g. quarterly/semi-annually) to meet and review the "state of the plan" based on the most recent ending period (typically the end of the preceding calendar quarter).

(2) Adopt the investment policy statement (IPS) for the plan and review the IPS on an annual basis to determine whether any modifications need to be made. The IPS shall include criteria for the evaluation of plan investments, shall define the plan's asset allocation policy and shall determine the communication procedures for those involved in the plan and its administration.

(3) Review investment data and competitiveness of the investments/funds offered under the plan over specified periods versus an appropriate "peer group" and index.

(4) Review and benchmark the investment/fund expenses to peer group averages (by category or style).

(5) Review plan participation by number of accounts and total assets invested/held within the plan, including a breakdown of assets invested by each fund (utilization).

(6) Review the plan's default investment for participants who do not choose to direct their own investments and monitor the total number of "defaulted" plan participants and assets.

(7) Review the plan's investment "watch list" and take appropriate action based on updated/current data and determine whether to keep fund(s) on the plan menu or to replace.

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(8) Monitor fees and expenses of the plan at least annually to ensure that expenses and fees are reasonable and if not, determine whether to reduce fees or increase services.

(9) Oversee and review an employee communication, services and education program regarding the plan.

(10) Document all evaluation and investment decisions. The city shall retain qualified consultants to assist the committee in performing the above-listed functions and to provide the committee with adequate and appropriate information to make prudent decisions. The committee shall only be required to analyze the information provided to it and shall not be responsible for independent verification of such information. The committee does not have the responsibility to predict or to assure returns on plan investments. The committee shall not be responsible for the day to day operation of the defined contribution 401(a) plan, including, but not limited to such matters as receipt of contributions, crediting account participants for contributions, disbursements and signing checks.

(c) The membership of the employee retirement account committee shall include the city auditor and clerk, who shall serve as secretary; the director of financial administration, who shall serve as treasurer; two (2) individuals appointed by the city commission and one (1) individual appointed by a majority of the other four (4) committee members. Preferential consideration for the fifth committee member should be given to a participant of the plan. The committee members appointed by the city commission shall preferably have trust banking or investment management experience and shall serve for a period of three (3) years unless sooner replaced by the city commission, at whose pleasure they serve. The fifth committee member shall serve for a period of three (3) years unless sooner replaced by the other four (4) members. The appointed committee members may succeed themselves as committee members.

(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11; Ord. No. 12-5020, § 1, 10-15-12)

Sec. 24-134. - Participants' accounts.

Defined contribution accounts. The city, through the third party administrator, shall assist each participant in the establishment of a defined contribution account, which shall be the basis for any distributions payable herein. Each participant's defined contribution account shall be credited with the amount of any mandatory contributions of the participant, as well as with matched contributions provided by the city; however, distribution of city contributions are subject to the limitations set forth in this article. As referred to in section 24-132(b) a participant's elective deferral shall be deposited into the 457(b) deferred compensation plan.

(1) All general employees hired on or after September 7, 2011 shall become vested in the DC Plan upon their fifth anniversary of service. City contributions to a participant's defined contribution account shall be available to the participant for investment purposes, but shall not be available to the participant for distribution, until the participant is vested.

(2) All general employees hired prior to September 7, 2011 that elected to become participants of the DC Plan as provided in section 24-130(a)(2) or 24-130(a)(3) shall be immediately vested in the DC Plan. City contributions shall be available to the participant for investment purposes and distribution.

(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11)

Sec. 24-135. - Distribution of accounts.

(a) Distributions shall be made to a participant or the participant's beneficiary when the participant ends his or her employment with the city. Upon ending his or her employment with the city, a participant may elect to transfer the account balance to another eligible plan and choose when such distribution

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or transfer occurs provided the timing of the distribution complies with the Internal Revenue Code (IRC), this article, and the plan document.

(b) Notwithstanding the above, a participant's retirement benefits shall be distributed or must begin to be distributed not later than April 1 of the calendar year following the later of (i) the calendar year in which the participant attains age seventy and one-half (70}'2); or (ii) the calendar year in which the participant retires.

(c) Should a participant die before he or she has received the retirement benefits, the balance of the participant's defined contribution 401(a) retirement account shall be paid to a participant's beneficiary in accordance with the provisions of the DC Plan.

(d) All or a portion of a participant's defined contribution 401(a) retirement account may be distributed in the event of a qualified domestic relations order, as set forth in the plan document.

(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11)

Sec. 24-136. - Designation of beneficiary; election of method of distribution.

A participant shall designate a beneficiary or beneficiaries to receive benefits, and elect methods of distribution, in accordance with the provisions of the plan.

(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11)

Sec. 24-137. - Miscellaneous.

(a) The benefits, proceeds or payments provided under the DC Plan cannot be sold, assigned, pledged, commuted, transferred or otherwise conveyed by any participant or beneficiary. Any attempt to assign or transfer shall not be recognized and shall impose no liability upon the city.

(b) Except as otherwise required by law, any defined contribution 401(a) retirement account balances shall be not subject to attachment, garnishment or execution, or to transfer by operation of law in the event of bankruptcy or insolvency of the participant or otherwise.

(c) This DC Plan may accept transfers from another eligible plan in accordance with this article, the plan document, and the IRC. Such transfers are not subject to a required match by the city and shall not affect vesting schedules as set forth herein.

(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11)

Sec. 24-138. -Amendment or termination of DC Plan.

In the event the DC Plan is terminated, each participant shall be deemed to have withdrawn from the DC Plan as of the date of such termination and all contributions to the DC Plan shall cease. The DC Plan will otherwise continue in effect until all defined contribution 401(a) retirement accounts have been distributed in accordance with the DC Plan.

(Ord. No. 11-4967, § 2, 9-6-11; Ord. No. 11-4988, § 3, 12-5-11)

Editor's note- Orel. No. 11-4988, § 3, adopted Dec. 5, 2011, amended§ 24-138 title to read as herein set out. Former§ 24-138 title pertained to amendment or termination of plan.

Sec. 24-139. - Forfeiture of pension.

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