HomeMy WebLinkAboutPublic Agency Retirement ServicesAGREEMENT FOR ADMINISTRATIVE SERVICES
This agreement ("Agreement") is made this % �� day of kine) iota% , 2018, between
Phase II Systems, a corporation organized and existing under the f -ws of the State of
California, doing business as Public Agency Retirement Services and PARS (hereinafter
"PARS") and the Town of Los Altos Hills ("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 IA" ("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 113". Such compensation shall be
considered full and complete reimbursement for all PARS' costs associated with the
Services provided hereunder. Under the terms of this Agreement, the maximum
compensation for services includes all PARS' costs and shall not exceed the total amount
as per 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. 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 IC" ("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 lA, PARS shall be under
no duty to question Data received from the Agency, to compute contributions made to the
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
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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 1 C, 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.
5. 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.
6. 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.
7. 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.
8. Indemnification. PARS and Agency hereby indemnify each other and hold the other
harmless, including their respective officers, directors, employees, agents, subcontractors
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.
9. Accuracy of Records. PARS hereby assumes responsibility for the accuracy of its
records, which are subject to periodic audits upon reasonable requests, except to the
extent that any inaccuracy is caused by the actions, omissions or information provided by
Agency or Agency's employees or agents. PARS shall discharge its duties as Trust
Administrator with respect to the Trust Agreement and the Trust with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with these matters would use in the conduct of an
enterprise of a like character and with like aims.
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
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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.
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: Town of Los Altos Hills; 26379 Fremont Road, Los Altos Hills, CA
94022; Attention: City Manager
Notices shall be deemed given on the date received by the addressee.
16. Term of Agreement. This Agreement may be terminated at any time without cause by
giving thirty (30) days written notice to the other party of the intent to terminate.
Termination of this Agreement shall not relieve PARS of any of its obligations or
covenants contained in this Agreement until the Services set forth in Exhibit lA have
been completed.
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4831-1037-5770.v2
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
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: (Imp,
BY:
Carl Cahill
TITLE: City Manager
DATE: `LO
PARS:
BY: iX4e�
Tod Hammeras
TITLE: Chief Financial Officer
DATE: , < / � 2-0
T
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4831-1037-5770.v2
EXHIBIT lA
SERVICES
PARS will provide the following services for the Town of Los Altos Hills 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 IA, 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;
(1) 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.
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EXHIBIT 1 B
FEES FOR SERVICES
PARS will be compensated for performance of Services, as described in Exhibit IA 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 [Ara -mal 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.
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EXHIBIT 1 C
DATA REQUIREMENTS
PARS will provide the Services under this Agreement contingent upon receiving the
following information:
1
2
0
Executed Legal Documents:
(A) Certified Resolution
(B) Adoption Agreement to the Public Agencies Post -Employment Benefits Trust
(C) Trustee hlvestment Forms
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)
Other information pertinent to the Services as reasonably requested by PARS and
Actuarial Provider.
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PUBLIC
AGENCY NK
RETIREMENT
SERVICES PAKVIJ
TRUSTED SOLUTIONS. LASTING RESULTS.
January 15, 2018
Pak Lin
Administrative Services Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Dear Pak:
Enclosed please find two executed originals of the Agreement for Administrative Services for the
PARS Public Agencies Post -Employment Benefits Trust.
Please return a fully executed original following adoption of the program.
Should you have any questions, please do not hesitate to contact me at 800-540-6369,
extension 132, or by email at svolcan@pars.org.
Sincerely,
Shauna Volcan
Vice President, Plan Implementation
/enclosures
4350 Von Karman Ave., Ste. 100
Newport Beach, CA 92660-2043
800.540.6369
fax 800.660.8057
www.pars.org