Attachment 3Page 1
AGREEMENT FOR ADMINISTRATIVE SERVICES
This agreement (“Agreement”) is made this _____ day of _____________, 2017, between
Phase II Systems, a corporation organized and existing under the laws of the State of
California, doing business as Public Agency Retirement Services and PARS (hereinafter
“PARS”) and the [Agency Name] (“Agency”).
WHEREAS, the Agency has adopted the PARS Public Agencies Post-Employment Benefits
Trust for the purpose of pre-funding pension obligations and/or OPEB obligations (“Plan”),
and is desirous of retaining PARS as Trust Administrator to the Trust, to provide
administrative services.
NOW THEREFORE, the parties agree:
1. Services. PARS will provide the services pertaining to the Plan as described in the
exhibit attached hereto as “Exhibit 1A” (“Services”) in a timely manner, subject to the
further provisions of this Agreement.
2. Fees for Services. PARS will be compensated for performance of the Services as
described in the exhibit attached hereto as “Exhibit 1B”.
3. Payment Terms. Payment for the Services will be remitted directly from Plan assets
unless the Agency chooses to make payment directly to PARS. In the event that the
Agency chooses to make payment directly to PARS, it shall be the responsibility of the
Agency to remit payment directly to PARS based upon an invoice prepared by PARS and
delivered to the Agency. If payment is not received by PARS within thirty (30) days of
the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per
month. If payment is not received from the Agency within sixty (60) days of the invoice
delivery date, payment plus accrued interest will be remitted directly from Plan assets,
unless PARS has previously received written communication disputing the subject
invoice that is signed by a duly authorized representative of the Agency.
4. Fees for Services Beyond Scope. Fees for services beyond those specified in this
Agreement will be billed to the Agency at the rates indicated in the PARS’ standard fee
schedule in effect at the time the services are provided and shall be payable as described
in Section 3 of this Agreement. Before any such services are performed, PARS will
provide the Agency with a detailed description of the services, terms, and applicable rates
for such services. Such services, terms, and applicable rates shall be agreed upon in
writing and executed by both parties.
5. Information Furnished to PARS. PARS will provide the Services contingent upon the
Agency’s providing PARS the information specified in the exhibit attached hereto as
“Exhibit 1C” (“Data”). It shall be the responsibility of the Agency to certify the
accuracy, content and completeness of the Data so that PARS may rely on such
information without further audit. It shall further be the responsibility of the Agency to
deliver the Data to PARS in such a manner that allows for a reasonable amount of time
for the Services to be performed. Unless specified in Exhibit 1A, PARS shall be under
no duty to question Data received from the Agency, to compute contributions made to the
DR
A
F
T
Page 2
Plan, to determine or inquire whether contributions are adequate to meet and discharge
liabilities under the Plan, or to determine or inquire whether contributions made to the
Plan are in compliance with the Plan or applicable law. In addition, PARS shall not be
liable for non performance of Services to the extent such non performance is caused by or
results from erroneous and/or late delivery of Data from the Agency. In the event that the
Agency fails to provide Data in a complete, accurate and timely manner and pursuant to
the specifications in Exhibit 1C, PARS reserves the right, notwithstanding the further
provisions of this Agreement, to terminate this Agreement upon no less than ninety (90)
days written notice to the Agency.
6. Records. Throughout the duration of this Agreement, and for a period of five (5) years
after termination of this Agreement, PARS shall provide duly authorized representatives
of Agency access to all records and material relating to calculation of PARS’ fees under
this Agreement. Such access shall include the right to inspect, audit and reproduce such
records and material and to verify reports furnished in compliance with the provisions of
this Agreement. All information so obtained shall be accorded confidential treatment as
provided under applicable law.
7. Confidentiality. Without the Agency’s consent, PARS shall not disclose any
information relating to the Plan except to duly authorized officials of the Agency, subject
to applicable law, and to parties retained by PARS to perform specific services within
this Agreement. The Agency shall not disclose any information relating to the Plan to
individuals not employed by the Agency without the prior written consent of PARS,
except as such disclosures may be required by applicable law.
8. Independent Contractor. PARS is and at all times hereunder shall be an independent
contractor. As such, neither the Agency nor any of its officers, employees or agents shall
have the power to control the conduct of PARS, its officers, employees or agents, except
as specifically set forth and provided for herein. PARS shall pay all wages, salaries and
other amounts due its employees in connection with this Agreement and shall be
responsible for all reports and obligations respecting them, such as social security,
income tax withholding, unemployment compensation, workers’ compensation and
similar matters.
9. Indemnification. PARS and Agency hereby indemnify each other and hold the other
harmless, including their respective officers, directors, employees, agents and attorneys,
from any claim, loss, demand, liability, or expense, including reasonable attorneys’ fees
and costs, incurred by the other as a consequence of, to the extent, PARS’ or Agency’s,
as the case may be, negligent acts, errors or omissions with respect to the performance of
their respective duties hereunder.
10. Compliance with Applicable Law. The Agency shall observe and comply with federal,
state and local laws in effect when this Agreement is executed, or which may come into
effect during the term of this Agreement, regarding the administration of the Plan.
PARS shall observe and comply with federal, state and local laws in effect when this
Agreement is executed, or which may come into effect during the term of this
Agreement, regarding Plan administrative services provided under this Agreement.
DR
A
F
T
Page 3
11. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. In the event any party institutes legal
proceedings to enforce or interpret this Agreement, venue and jurisdiction shall be in any
state court of competent jurisdiction.
12. Force Majeure. When a party’s nonperformance hereunder was beyond the control and
not due to the fault of the party not performing, a party shall be excused from performing
its obligations under this Agreement during the time and to the extent that it is prevented
from performing by such cause, including but not limited to: any incidence of fire, flood,
acts of God, acts of terrorism or war, commandeering of material, products, plants or
facilities by the federal, state or local government, or a material act or omission by the
other party.
13. Ownership of Reports and Documents. The originals of all letters, documents, reports,
and data produced for the purposes of this Agreement shall be delivered to, and become
the property of the Agency. Copies may be made for PARS but shall not be furnished to
others without written authorization from Agency.
14. Designees. The Plan Administrator of the Agency, or their designee, shall have the
authority to act for and exercise any of the rights of the Agency as set forth in this
Agreement, subsequent to and in accordance with the written authority granted by the
Governing Body of the Agency, a copy of which writing shall be delivered to PARS.
Any officer of PARS, or his or her designees, shall have the authority to act for and
exercise any of the rights of PARS as set forth in this Agreement.
15. Notices. All notices hereunder and communications regarding the interpretation of the
terms of this Agreement, or changes thereto, shall be effected by delivery of the notices
in person or by depositing the notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
(A) To PARS: PARS; 4350 Von Karman Avenue, Suite 100, Newport Beach, CA
92660; Attention: President
(B) To Agency: [Agency]; [Address]; [City, State, Zip]; Attention: [Plan Administrator]
Notices shall be deemed given on the date received by the addressee.
16. Term of Agreement. This Agreement shall remain in effect for the period beginning
______________, 2017 and ending _____________, 2020 (“Term”). This Agreement
may be terminated at any time by giving thirty (30) days written notice to the other part y
of the intent to terminate. Absent a thirty (30) day written notice to the other party of the
intent to terminate, this Agreement will continue unchanged for successive twelve month
periods following the Term.
17. Amendment. This Agreement may not be amended orally, but only by a written
instrument executed by the parties hereto.
18. Entire Agreement. This Agreement, including exhibits, contains the entire
understanding of the parties with respect to the subject matter set forth in this Agreement.
In the event a conflict arises between the parties with respect to any term, condition or
DR
A
F
T
Page 4
provision of this Agreement, the remaining terms, conditions and provisions shall remain
in full force and legal effect. No waiver of any term or condition of this Agreement by
any party shall be construed by the other as a continuing waiver of such term or
condition.
19. Attorneys Fees. In the event any action is taken by a party hereto to enforce the terms of
this Agreement the prevailing party herein shall be entitled to receive its reasonable
attorney’s fees.
20. Counterparts. This Agreement may be executed in any number of counterparts, and in
that event, each counterpart shall be deemed a complete original and be enforceable
without reference to any other counterpart.
21. Headings. Headings in this Agreement are for convenience only and shall not be used to
interpret or construe its provisions.
22. Effective Date. This Agreement shall be effective on the date first above written, and
also shall be the date the Agreement is executed.
AGENCY:
BY:
TITLE:
DATE:
PARS:
BY:
TITLE:
DATE:
DR
A
F
T
Page 5
EXHIBIT 1A
SERVICES
PARS will provide the following services for the [Agency Name] Public Agencies Post-
Employment Benefits Trust:
1. Plan Installation Services:
(A) Meeting with appropriate Agency personnel to discuss plan provisions,
implementation timelines, actuarial valuation process, funding strategies, benefit
communication strategies, data reporting, and submission requirements for
contributions/reimbursements/distributions;
(B) Providing the necessary analysis and advisory services to finalize these elements of
the Plan;
(C) Providing the documentation needed to establish the Plan to be reviewed and
approved by Agency legal counsel. Resulting final Plan documentation must be
approved by the Agency prior to the commencement of PARS Plan Administration
Services outlined in Exhibit 1A, paragraph 2 below.
2. Plan Administration Services:
(A) Monitoring the receipt of Plan contributions made by the Agency to the trustee of the
PARS Public Agencies Post-Employment Benefits Trust (“Trustee”), based upon
information received from the Agency and the Trustee;
(B) Performing periodic accounting of Plan assets, reimbursements/distributions, and
investment activity, based upon information received from the Agency and/or
Trustee;
(C) Coordinating the processing of distribution payments pursuant to authorized direction
by the Agency, and the provisions of the Plan, and, to the extent possible, based upon
Agency-provided Data;
(D) Coordinating actions with the Trustee as directed by the Plan Administrator within
the scope this Agreement;
(E) Preparing and submitting a monthly report of Plan activity to the Agency, unless
directed by the Agency otherwise;
(F) Preparing and submitting an annual report of Plan activity to the Agency;
(G) Facilitating actuarial valuation updates and funding modifications for compliance
with GASB 45/75, if prefunding OPEB obligations;
(H) Coordinating periodic audits of the Trust;
(I) Monitoring Plan and Trust compliance with federal and state laws.
3. PARS is not licensed to provide and does not offer tax, accounting, legal, investment or
actuarial advice.
DR
A
F
T
Page 6
EXHIBIT 1B
FEES FOR SERVICES
PARS will be compensated for performance of Services, as described in Exhibit 1A based
upon the following schedule:
An annual asset fee shall be paid from Plan Assets based on the following schedule:
For Plan Assets from: Annual Rate:
$0 to $10,000,000 0.25%
$10,000,001 to $15,000,000 0.20%
$15,000,001 to $50,000,000 0.15%
$50,000,001 and above 0.10%
Annual rates are prorated and paid monthly. The annual asset fee shall be calculated by
the following formula [Annual Rate divided by 12 (months of the year) multiplied by the
Plan asset balance at the end of the month]. Trustee and Investment Management Fees
are not included.
DR
A
F
T
Page 7
EXHIBIT 1C
DATA REQUIREMENTS
PARS will provide the Services under this Agreement contingent upon receiving the
following information:
1. Executed Legal Documents:
(A) Certified Resolution
(B) Adoption Agreement to the Public Agencies Post-Employment Benefits Trust
(C) Trustee Investment Forms
2. Contribution – completed Contribution Transmittal Form signed by the Plan
Administrator (or authorized Designee) which contains the following information:
(A) Agency name
(B) Contribution amount
(C) Contribution date
(D) Contribution method (Check, ACH, Wire)
3. Distribution – completed Payment Reimbursement/Distribution Form signed by the
Plan Administrator (or authorized Designee) which contains the following
information:
(A) Agency name
(B) Payment reimbursement/distribution amount
(C) Applicable statement date
(D) Copy of applicable premium, claim, statement, warrant, and/or administrative
expense evidencing payment
(E) Signed certification of reimbursement/distribution from the Plan Administrator
(or authorized Designee)
4. Other information pertinent to the Services as reasonably requested by PARS and
Actuarial Provider.
DR
A
F
T
PENSION OPEB HM MANAGED FEESCH 103 07.25.2016
Discretionary Trustee Fee Schedule
PARS Pension / OPEB Trust Program
This document is entered into by client and U.S. Bank National Association (“U.S. Bank”), as trustee.
Discretionary Trustee Fees
Discretionary Trustee Fees are based on the Investment Strategy you select. Following is a list of the Discretionary
Trustee Fees applicable to each Investment Strategy:
■ Liquidity – First American U.S. Treasury Money Market – Fund level fees only (see prospectus)
■ Liquidity – First American Prime Obligation Fund Class Z – Fund level fees only (see prospectus)
■ Diversified Portfolios (Conservative, Moderately Conservative, Moderate, Balanced, Capital Appreciation)
Per Annum Charges*
.35% on the first $5,000,000
.25% on the next $5,000,000
.20% on the next $5,000,000
.15% on the next $35,000,000
.10% on all over $50,000,000
*Waived for plan assets invested in First American and Nationwide/HighMark funds where HighMark Capital Management is the sub-adviser of the fund.
Other Fees
First American Mutual Funds (see prospectus)
Payment of Fees
■ Market values used for fee calculations on fee invoices may differ slightly from market values on client statements
due to posting of accruals, late pricing of securities and/or other timing issues.
■ Fees are calculated and charged to the account monthly. If account cannot be charged after 30 days, fees not paid
will be subject to a late charge of 1% per month on the unpaid balance.
■ Changes to this Fee Schedule may be made at any time by U.S. Bank upon a sixty (60) days notice.
Acknowledged and Approved
Public Agencies Post-Employment Benefits Trust
Name of Plan/Trust Name of Employer
Name of Authorized Signer for Employer Title
Signature of Authorized Signer for Employer Date
U.S. Bank and its representatives do not provide tax or legal advice. Each client’s tax and financial situation is unique. Clients should consult their tax and/or legal advisor for advice and
information concerning their particular situation.
SA
M
P
L
E