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CONTRACT 5889 Vender Agreement CLOSEDAgreement No. 5889 RETIREMENT PLAN CONSULTING SERVICES AGREEMENT 1his agreement (Agreemene) between SFG Retirement Plan Consulting, JLC ("SFGRPC"), a California limited liability company, and THE MY OF EL SEGUNDO ("Client") as further identified on Appendix A. Client, as the responsible plan fiduciary for the Plan(s) as further identified in Appendix A, desires to engage SFGRPC to provide the services described in this Agreement according to the terms of this Agreement. 1. Fiduciary Authority. Client as the responsible plan fiduciary has the authority to designate investment alternatives under the Plan and the related trust, and to enter into an Agreement with third parties to assist in these and related duties. 2. Term. The term of d -ds Agreement will commence DATE 1 Services. SFGRPC agrees to provide the following services to Client: (A) Fiduciary Services: SFGRPC will perform the Fiduciary Services described in Appendix B." (B) Non -Fiduciary Services: SFGRPC will perform the Non-Fiduciaty Services described in Appendix C. (C) Client acknowledges that SFGRPC has no responsibility to provide any services related to the following types of assets: employer securities; real estate (except for real estate funds and publicly traded REM); stock brokerage accounts or mutual fund windows; participant loans; non -publicly traded partnership interests; other non -publicly traded securities (other than collective trusts and similar vehicles); or other hard -to -value securities or assets. Such assets (except for real estate funds, publicly traded REITs, and collective trusts and similar vehicles) shall be referred to collectively as "Excluded Assets." The Excluded Assets shall be disregarded in determining the Fees payable to SFGRPC pursuant to this Agreement, and the Fees shall be calculated only on the remaining assets (the "Included Assets). 4. Fees. (A) The compensation, direct and inditeck of SFGRPC for the performance of the Services is described in Appendix D. 5. Fiduciary Status: I - imitations on Functions. Client acknowledges that, (A) In performing the Fiduciary Services, Advisor is acting as a fiduciary of the Plan and as a registered investment advisor under the Investment Advisers Act of 1940. (B) In performing the Non -Fiduciary Services, SFGRPC is not acting as a fiduciary of the Plan. (C) In performing both Non -Fiduciary Services and Fiduciary Services, SFGRPC does not act as, not has SFGRPC agreed to assume the duties of, a trustee or the Plan Administrator, and SFGRPC has no discretion or responsibility to interpret the Plan documents, to determine eligibility or participation under the Plan, or to take any other action with respect to the management, administration or any other aspect of the Plan. (D) SFGRPC does not provide legal or tax advice. (E) Investments are subject to various market, political, currency, economic. and business risks, and may not always be profitable. As a result, SFGRPC does not and cannot guarantee financial results. NONARV SA -FID 20181107 Paw I of 8 Agreement No. 5889 (1) Advisor may, by reason of performing services for other clients, from time to time acquire confidential information. Client acknowledges and agrees that Advisor is unable to divulge to the Client or any other party, or to act upon, any such confidential information with respect to its performance of this Agreement. (G) Advisor is entitled to rely upon all information provided to Advisor (whether financisl or otherwise) from reputable third parties or by Client, Client's representatives or third -party service providers to Client, the Plan or the Advisor, without independent verification. Client agrees to promptly notify Advisor in waiting of any material change in the financial and other information provided to Advisor and to promptly provide any such additional information as may be reasonably requested by Advisor. (H) Advisor will not be responsible for voting (or recommending how to vote) proxies of any publicly traded securities (including mutual fund shares) held by the Plan (or its trust). Responsibility for voting proxies of investments held by the Plan or its trust remain with Client (or, if applicable, the Plan participants). (1) Client understands that Advisor: () may perform other services for other clients, (ii) may charge a different fee fox other clients, and (iii) may give advice and take action that is different for each client even when ,retirement plans are similar. 6. Representations of Client. Client represents and warrants as follows: (A) It is the responsible plan fiduciary for the control and/or management of the assets of the Plan, and for the selection and monitoring of service providers for the Plan. SFGRPC is entitled to rely upon this statement until notified in writing to the contrary. (B) The person signing the Agreement on behalf of Client has all necessary authority to do so. (C) The execution of this Agreement and the performance thereof is within the scope of the investment authority authorized by the governing instrument and/or applicable laws. The signatory on behalf of Client represents that the execution of the Agreement has been duly authorized by appropriate action and agrees to provide such supporting documentation as may be reasonably required by Advisor. (D) The Plan and related Trust permit payment of fees out of Plan assets, Client has determined that the fees charged by Advisor are reasonable and are the obligation of the Plan; however, if Client desires, it may pay the fees directly, rather than with Plan assets. 7. Representation of SFGRPC. SFGRPC represents as follows-. (A) The RIA is registered as an investment adviser under the Investment Advisers Act of 1940, (B) The person signing this agreement on behalf SFGRPC has the power and authority to enter into and perform this Agreement. 8. Standard of Care. (A) SFGRPC will perform the Fiduciary Services described in Appendix A to the Plan in accordance with the standard of care of the prudent man rule set forth in the Investment Adviser Act of 1940. (B) SFGRPC will perform the Non -Fiduciary Services described in Appendix B using reasonable business judgment and shall not be liable for any liabilities and claims arising thereunder, unless directly arising from SFGRPC-'s intentional misconduct or gross negligence. NONRIUSA-17117 20181107 Pop 2 of 8 Agreement No. 5889 9. Termination. Either party may terminate this Agreement upon 30 days prior written notice to the other party. Such termination will not, however, affect the liabilities or obligations of the parties arising from transactions initiated prior to such termination, and such liabilities and obligations (together with the provisions of section 7 and subsections 4(G) and IO(H)) shall survive any expiration or termination of this Agreement Upon termination, SFGRPC will have no further obligation under this Agreement to act or advise Client with respect to services under this Agreement. 10. Receipt of Disclosure and Consent to Electronic Delivery. Cheat acknowledges receipt and undertakes to ,review and consider the disclosures made by Shuster (including in this Agreement, the Form ADV Part 2 and Shuster Privacy Policy), in particular the portions related to services, compensation, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, and the like. Further, Client consents to electronic delivery (via email or other generally accepted method) of current and future distributions of SFGRPCs Form ADV Part 2 and Privacy Policy. Consent to electronic delivery may be canceled at any time by- sending a written request to SFGRPC. 11. Notices. Any and all notices requited or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) delivered personally. (h) ruffled by registered or certified mail, return receipt requested and postage prepaid, or (1) sent via a nationally recognized overnight courier service to the address on the first page, of this Agreement, such other address as any party shall have designed by notice in writing to the other party. 12. Assignability. This Agreement is not assignable by either Party hereto without the prior written consent of the other Party. 13. Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, survivors, administrators and assigns. 14. Entire Understanding and Modification. This Agreement constitutes and contains the entire understanding between the parties and supersedes all prior oral or written statements dealingwith the subject matter hetein. This Agreement can be amended or modified by the written consent of the Parties. 15. Severability. If any one or more of the provisions of this Agreement shall, for any reason, be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement and this Agreement shall be enforced as if such illegal or invalid provision had not been contained herein - 16. Headings. All headings used herein are for ease of reference only and in no way shall be construed as interpreting, decreasing or enlarging the provisions of this Agreement. 17. Applicable Lavr, Forum. The laws of the State of California shall govern this Agreement in all respects, including but not limited to the construction and enforcement thereof, unless otherwise preempted or superseded by federal law. 18. Arbitration► Agreement. To the extent permitted by law, all controversies between Client and SFGRPC, which may arise out of or relate to any of the services provided by SFGRPC under this Agreement, or the construction, performance or breach of this or any other Agreement between SFGRPC and Client, whether entered into prior to, on or subsequent to the date hereof, shall be settled by binding arbitration in Pasadena, Los Angeles County, California, under the Commercial Arbitration Rules of the American Arbitration Association. judgment upon any award tendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. Page 3 of W)NERrSA-r,TD 20101107 Agreement No. 5889 19. Amendment Process. The Agreement may be modified, by written agreement of both Client and SFGRPC. 20. Waiver of Limitation. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which Client or Plan or any other party may have under federal or state securities laws. This Agreement constitutes both an agreement between the patties and a disclosure statement. The Patties have caused this Agreement to be executed by their duly authorized officers as of the date set forth above. This Agreement shall not be binding on Mark SFGRPC or the RIA until each has accepted it, in writing, as indicated by their signatures below. I � BIWA IN./ o Elf k A Tide: City Manager Title: Managing Member *The Plan Sponsor is signing this Agreement both as the employer that sponsors the Plan and as the fiduciary responsible for selecting the Plan's investments and engaging its service providers. APPENDIX A - PLAN SPONSOR/PLAN INFORMATION A A Client Initials: Plan sponsor Tax 1D# City of El Segundo I 7-S OdO 706 NONERRSA-FID 20181107 Psgc 4 of 8 Agreement No. 5889 Plan Name I Type of Plan City of El Segundo Deferred 0401(k) 0457(b) h0401(a) 0403(b) Compensation Plan OPart-time Seasonal (OBRA) ORctirce Health Savings IlDeftned Benefit Plan E]Otber; Plan Name 2 Type of Plan 0401(k) 0457(6) 0401(a) 0403(b) OPart-time Seasonal (OBRA) ORetirce Health Savings ODefined Benefit Plan 00thet. Plan Name 3 Type of Plan 0401(k) 0457(b) 0401(R) 0403(6) 11PArr-time Seasonal (OBRA) ORetirce Health Savings ODefined Benefit Plan 00ther Plan Name 4 Type of Plan 13401(k) 0457(b) 0401(a) 0403(6) OPgtt-time Seasonal (OBRA) ORetirce Health Savings ODefined Benefit Plan 00thcr Plan Name 5 Type of Plan 0401(k) 0457(b) 0401(a) 0403(b) OPart-time Seasonal (OBRA) GRetirec Health Savings ODefined Benefit Plan nOther. MailingAdduse city State Zip Code 350 Main Street El Seg=do, I CA 190245 Phone 0� Email (for 'o ser of notice/clectwnic delivesy) JAgal, Address (RSawe as Mailing Address) City State Zip Code NONCLRISA-FID 20181101 Pogo 5 of a Agreement No. 5889 APPENDIX B — FIDUCIARY SERVICES Client initials: Lk SFGRPC will perform the following fiduciary services: I Development of an investment policy statement (JPS). The IPS establishes the investment policies and objectives for the Plau(s), and shall act forth the asset classes and investment categories to be offered under the Plan(s), as well as the criteria and standards for selecting and monitoring the investments. The Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt the Investment Policy Statement. 2. Consistent with the Investment Policy Statement, SFGRPC will select the initial investment options within the Plan(s). 3. SFGRPC will periodically review the investments within the plan(s) and shall be responsible for making additions/deletions thereto. 4. SFGRPC will provide periodic investment advisory reports that document consistency of fund management and performance to the guidelines set forth in the IPS, and to make recommendations to maintain, or remove and replace investment options. Report to include: Market Overview, In -Depth Portfolio Summary, Plan Asset Allocation Analysis and Fund Performance Comparison to the Index. S. Meet with Client on a periodic basis to discuss reports and recommendations. 6- Annually review the IPS with the Client to ensure it continues to meet the City's needs, 7. Selection of a qualified default investment alternative ("QDWJ for participants who fail to make an investonent election. 8. Coordinate the Deferred Compensation Committee meetings, record the meeting minutes and provide minutes to the attending members, Agreement No. 5889 APPENDIX C —NON -FIDUCIARY SERVICES Client lnitiah:4�� SFGRPC will perform the following Non -Fiduciary services: 1. Education program strategy - Assist in the education of the participants in the Plan(s) about general investing principles and the investment alternatives. This includes on-site meetings, webinars, and one-on-one consultations; 2. Distribute plan(s) level newsletters to the Client; 3. Distribute employee level memos to the Client for distribution to their participants; 4. Plan(s) design consulting and Plan document revieur, 5. Assist the Client in the transition of previous record-keeper(s) and/or plan(a) provider(a); 6. Provide vendor management/issue resolution to the Client; 7. Provide consulting assistance on fiduciary best practices such as Fiduciary Education; 8, Provide assistance with mandatory and optional legislative changes; 9. Provide the Client with custom communications when needed; 10. Assist the Client in their communications with record -keepers and/or plan($) providers; 11. Provide the Client with compliance updates and best practices; 12. Provide initial (one-time) RFP services and plan(s) fee negotiations on behalf of the Client; 13. Incumbent vendor and fee review (RFI) — No charge; 14. Retiree meeting and consultations; 15. Custom communications; 16. Contract review support, 7 Agreement No. 5889 APPENDIX D - FEE SCHEDULE Client Initials: 1. All fees are billed in arrears. 2. The initial fee will be the amount, prorated far the number of days included in the initial billing period from the effective payment star date. 3. If this Agreement is terminated prior to the cad of a billing period, SFGRPC shin be entitled to a fee, prorated for the number of days in the Billing Period prior to the effective date of termination. 4. All fees will be due and payable within 30 days and are payable to "SFG Retirement Plan Consulting, 1W'. 5. The annual fee for services shall be as follows: (a). Beginning with the effective date of this agreement and continuing until the earlier of the date the plan is converted to a new Record -Keeper and assets from the prior Record -Keeper are transferred, the date the plan is converted to a new Record -Keeper and the first payroll deferral is processed by the new Record -Keeper, or the date it is decided to remain with the incumbent Record -Keeper and new pricing is implemented, if applicable, (hereafter known as the "Conversion Date") the annual fee for service shall be $12,000.00 payable monthly ($1,000.00 per month). Fee will be paid by Client upon receipt of invoice from SFGRPC. P. After the "Conversion Date", the annual fee for service shall be $38,000.00 payable monthly ($3,166.67 per month). Fees will be deducted from Plan assets and will be paid to SFGRPC by the Record -Keeper. At SFGRPCs discretion the billing period desctibed above may be adjusted to quarterly or annually.