HomeMy WebLinkAbout2002-03-26; City Council; 16701; Establish Separation Incentive Plan through PARSCITY OF CARLSBAD - AGENDA BILL 'V - R rB # k, 70 I
IEPT. & ITG.
DEPT. HD~L TITLE:
AUTHORIZATION TO ESTABLISH SEPARATION
INCENTIVE PLAN (SIP) THROUGH THE
PUBLIC AGENCY RETIREMENT SYSTEM CITY M ~ I I
lECOMMENDED ACTION:
Adopt Resolution No. &QOa@bauthorizing the establishment of a Separation Incentive
Plan (SIP) through the Public Agency Retirement System (PARS), which would provide the
City with the flexibility to offer both voluntary retirement incentive plans and customized
severance packages as options for eligible employees.
ITEM EXPLANATION:
As with any high performance organization that is constantly evolving in terms of its
technology, technical requirements and management practices, the City of Carlsbad
periodically reviews its organizational design and the contributions made by individual
employees. Occasionally, strategic staffing decisions must be made which affect internal
departmental operations and individual incumbents. For example, the proposed
reorganization of a City department may require the elimination of a current job classification,
or may change the assigned duties of a particular position so dramatically that the current
incumbent does not possess the necessary skills to perform the job. In such instances, it
would be beneficial to the City to have the flexibility to offer supplemental retirement options
to employees who have made positive, historic contributions to the organization. This would
allow for a positive means of ending the employment relationship, resulting in a "win-win"
for both parties.
The PARS SIP is a supplement to the California Public Employees' Retirement System
(CalPERS) retirement plan. As proposed, this supplement can be used to provide early
retirement options to management employees under certain parameters. The usage of this
system would be at the complete discretion of the City.
Background
PARS is the third largest multiple employer retirement system in California offering
retirement programs and benefits to 199 member agencies. One of the program options
available through PARS is the Separation Incentive Plan, or SIP. The SIP allows member
agencies to offer supplemental retirement packages to qualified employees. This package is
designed to enhance the regular retirement benefits that an employee will receive through the
CalPERS plan. The plan and the trust established to hold the assets of the plan are qualified
under Section 401(a), are tax-exempt under Section SOl(a) of the Internal Revenue Code, and
meet the requirements of a pension trust under California Government Code Sections 53215-
53224.
The PARS SIP trust is administered by Phase I1 Systems. Phase I1 Systems has served as a
consultant on more than 300 public agency plans. Phase I1 Systems provides all
administrative services relative to the program, plus retirement counseling for participants and
guidance in meeting all federal and state reporting requirements. PARS provides maximum
protection under the law for both member agencies and plan participants.
The PARS SIP offers the City the greatest flexibility in terms of being responsive to both the
needs of its various departments and the needs of the individual employees. The program
allows the City to offer packages to individual employees or any class or group of employees
that the City feels would benefit from such a program. The Plan Administrator may add years
to service credit, add years to age, or provide a lump sum, based on what would be in the best
interest of the City and the employee. The City may also initiate participation in the program
at any time during the year rather than being restricted to a fixed enrollment period.
Eligibility for the program is determined by the City and may vary in individual
circumstances. The PARS SIP is not a guaranteed privilege for any employee and is available
only at the discretion of the City.
Participation in the PARS SIP would be subject to the following recommended parameters:
that the employee be employed in a management classification as defined by the
Performance Management and Compensation System.
that due to the strategic objectives and operational needs of the City, the employee’s
position will be eliminated or restructured to the degree that the employee does not
possess the necessary skills for the position,
that the employee has worked for the City a minimum of ten (10) years and is eligible
for retirement under the CalPERS retirement plan,
that the full cost of the SIP be covered by the participating department’s approved
personnel budget,
that the action results in cost savings and/or increased efficiencies for the department,
that the City Attorney, the Finance Director, and the Human Resources Director have
analyzed the respective legal, financial, and staffing implications and each
recommends the action, and
that the City Manager (and when applicable, the City Attorney), after considering the
recommendations, approves the action.
It is recommended that the City Manager or hisher designee be appointed Plan Administrator
of the PARS SIP. The Plan Administrator would review and determine whether to approve
participation in the SIP based on the above parameters. The decision of the Plan
Administrator would be final, and participation in the SIP would be initiated upon that
decision.
CalPERS also provides the ability for the City to purchase additional service credit for select
employees, and the City has taken advantage of the CalPERS “One to Four Years Additional
Service Credit” option on two previous occasions. However, this past experience has pointed
out several disadvantages to the CalPERS program that would not be associated with the
PARS SIP. The most common issues associated with the CalPERS plan include a very
PAGE3OFAB# Ib!701
restrictive time period in which the program must be accessed, a limited ability for the City to
designate those employees eligible to receive additional service credit, and little flexibility to
customize the program to suit the specific circumstances of individual employees and
departments.
The PARS Separation Incentive Plan provides a significant amount of flexibility and
discretion to the Plan Administrator. As proposed, once the City Council has given its
approval to the SIP as submitted by PARS, the Plan Administrator would have the authority
to offer the SIP to certain employees subject to the above parameters without further Council
authorization for each specific offer made. The City Council would be advised annually of
the program’s status.
FISCAL IMPACT:
PARS charges an administrative fee of 5.5% of all contributions made by the City on behalf
of participants. These fees will be billed to the trustee as contributions or lump sum payments
are made by the City, and those fees will be paid from the assets of the plan. In addition, the
PARS trustee (Union Bank of California) has a trustee fee of 0.12% of contributions. To
provide an additional measure of cost containment, PARS guarantees through December 31,
2003 that the total administrative expenses will not exceed six percent (6%) of total
contributions.
The full cost of each individual package will be covered by the participating department’s
budget and will generally result in a further cost savings for the City. The administrative
costs of 5.5% and 0.12% of contributions will be included in the cost analysis of each
package.
EXHIBITS:
1. Resolution ~0.300 a-ogb
2. Public Agency Retirement System (PARS) Trust Agreement (with its Exhibit “A” -
Adoption Agreement to the PARS Trust Agreement)
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RESOLUTION NO. 2002-096
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~ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA AUTHORIZING THE ESTABLISHMENT
OF A SEPARATION INCENTlVE PLAN THROUGH THE PUBLIC
AGENCY RETIREMENT SYSTEM.
WHEREAS, to fulfill its mission of providing top quality services, the
City of Carlsbad continually strives through its strategic goals to improve the efficiency
and effectiveness of its operations; and
WHEREAS, these efforts occasionally require the City to eliminate management
positions or to restructure managements positions such that the incumbents no longer
possess the necessary skills for the positions; and
WHEREAS, the City is eligible to be a member of the Public Agency Retirement
Systems (PARS); and
WHEREAS, PARS offers its member agencies a variety of products and services,
including retirements incentive programs, such as a Separation Incentive Plan (SIP); and
WHEREAS, PARS SIPS are qualifying governmental plans under relevant
sections of the Internal Revenue Code ($8 401(a) and 501 (a)) and the California
Government Code ($6 53215 et seq.); and
WHEREAS, the establishment of a SIP through PARS will provide the City with
the flexibility, in appropriate cases, of offering retirement incentives in lieu of
discharging management employees whose positions are being eliminated or significantly
restructured due to the implementation of the City’s strategic goals and objectives; and
WHEREAS, PARS SIPS are administered by Phase I1 Systems, the PARS Trust
Administrator, and
WHEREAS, it is in the best interest of the City to establish a SIP through PARS.
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NOW, THEREFORE BE IT RESOLVED by the City Council of the City of
Carlsbad as follows:
1. That, effective April 1, 2002, the City Council adopts the PARS Trust and
authorizes the City Manager to execute the necessary documents, once they are in a form
acceptable to the City Attorney, to establish a SIP through PARS;
2. That the City Council appoints the City Manager or hisiher designee to act as
the Plan Administrator for the SIP and authorizes the City Manager to take any additional
ministerial actions necessary to maintain the SIP in conformance with applicable law.
3. That the participation by an employee in the SIP be subject to the following
parameters:
a. The employee is employed in a management classification as defined
by the Performance Management and Compensation System;
b. Due to the strategic objectives and operational needs of the City, the
employee’s position is being eliminated or restructured such that the employee no longer
possesses the necessary skills for the position;
c. The employee has worked for the City a minimum of ten (10) years
and is eligible for retirement under the CalPERS retirement plan;
d. The full cost of the employee’s participation in the SIP is covered by
the approved budget of the department in which the employee works;
e. The employee’s participation in the SIP will result in cost savings
andor increased efficiencies for the department;
f. The City Attorney, the Finance Director, and the Human Resources
Director have analyzed the respective legal, financial, and staffing implications and each
recommends the action; and
Page 2 of 3 of Resolution No. 2002-096
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g. The City Manager (or when applicable, the City Attorney), after the
considering the recommendations, approves the action
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad
City Council, held on this 26th day of MARCH ,2002, by the following vote,
to wit:
AYES: Council Members Lewis, Kulchin, Finnila, Hall
NOES: None
ABSENT: . Council Member Nyg
INE M. WOOD, City Clerk
(SEAL)
'age 3 of 3 of Resolution No. 2002-096
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PUBLIC AGENCY RETIREMENT SYSTEM (PARS)
TRUST AGREEMENT
PREAMBLE
The Huntington Beach City School District and State Center Community College District formed and adopted the Public Agency Retirement System Trust CPARS Trust^) on
July 1,1991 ("Effective Date"). Subsequent to the Effective Date other California public
agencies adopted the PARS Trust as the funding vehide for tax qualied retirement
plans for employees. Subsequent to the Effective Date the PARS Trust was amended.
Effective as of July 1,1999 CAmended Effe'ctive Date") the PARS Trust was amended
and restated in its entirety as contained herein. This amended and restated Trust shall
supersede all prior versions of the PARS Trust as of the Amended Effective Date.
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TABLE OF CONTENTS
ARTICLE
ARTICLE I DEFINITIONS
ARTICLE II THE PARS TRUST PROGRAM
ARTlCLE 111 ADMINISTRATIVE MA7TERS
ARTICLE N THE TRUSTEE
ARTICLE V INVESTMENTS
ARTICLE VI FIDUCIARY RESPONSIBILITIES
ARTICLE VI1 AMENDMENT, TERMINATION AND MERGER
ARTICLE Vlll MISCELLANEOUS PROVISIONS
ARTICLE IX ACKNOWLEDGMENT AND ACCEPTANCE
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1.1
1.2
1.3
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1.5
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1.7
1.8
7.9
1.10
1.71
DEFINITIONS
"Act" shall mean California Government Code Sections 53215 - 53224, or their successor sections.
'Agreement far Administrative Services" shall mean the agreement executed between the Member Agency and the Trust Administrator whlch authorizes the Trust Administrator to perform speclfic duties of admlnistering the Member
Agency Plan and related Agency Trust.
"Amended Effective Date" shall mean July 1. IgSS, the date the PARS Trust
Agreement was amended and restated in its entimty. '1
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"Ansets" shall mean all contributions and han6fers of assets received by Menoy Trust on behaK of a Member Agencfs Plan, together with the income and earnings from such contributions and transfers and any Increments accruing
to them.
'Agency Trust" shall mean the legally separate and individual trust, whose pmvisiins am Identical to those of the PARS Trust Agreement, that is
established by a Member Agency when it adopts the PARS Trust by executing
an Adoption Agrsement
"Alternate TIU~" shall mean a trustee, other than the Trustee of the PARS Trwt' Program. appointed by a Member Agency to eelve a6 a trustee of a pwUon . .
of such Agency Tmt's assets as to which the Trustee mwes as custodian.
"Code" shall mean the Internal Revenue Code of 1888 as amendedfrom tlme to . . tim.
"Custodian" shall mean Union Bank of California, NA. whose duks are IImHcd to those specifled in Section 4.3,
"Delegatee" shall mean an lndMdual or entity, appdntsd by the Plan Admlnlstrator or Member Agency to act inauch matters as are spedfied in the appolntment.
"Effectii Date" shall mean July 1,1991, the date the PARS TNS~ Program was established.
"inwent Fiduciary" shall mean the fiduciary with the authority and duty to
dl& the investment and management (indudlng the power to direct the '
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acquisition and disposition) of some or all of the Assets of the Agency Trust
appointed by a Member Agency for its Agency Trust.
1.12 "Omnibus Account" shall mean an account, established for record keeping
purposes only, to commingle the Assets of the Agency Trust.
1.13 "Member Agency" shall mean a California public agency that adopts the
provisions of the PARS Trust Agreement.
1 .I4 "Plan" shall mean the tax qualified plan whose assets the Agency Trust holds.
1.15 "Plan Administratof' shall mean the individual designated by 'position of
employment at the Member Agency to ad on its behalf.in all matters relating to
the Member Agency% participation in the PARS Trust .Program and Agency
Trust.
1-16 "'PARS Trust Agreemenr' or "Trust Agreement" shall mean the pro forma. Public
Agency Retirement .System trust document adopted by each Member Agency
upon execution of an Adoption Agreement, as amended from time to time.
1.17 "PARS Trust Program" shall mean the Public Agency Retirement System trust
arrangement
1.18 "Participant" shall mean individual participating in a Member Agency Plan or that
individual's beneficiary.
1.19 Trust Administrator" shall mean Phase II Systems.
1.20 "Tiustee" shall mean the entity appointed as trustee ofthe PARS.Tfust that shall. also serve as tnrstee of each Agency Trust established' pursuant to the
provisions of this trust agreement-exceptwhere an Altemate,Trustw has been
appointed.
Article ll
THE PARS TRUST PROGRAM
2.1 Multiple Employer Trust
The PARS Twst Program is a multiple employer trust arrangement established to
provide economies of scale and efficiency of administration to public agencies
that adopt it to hold the assets of their Member Agency Plans maintained for the
benefit of their employees. The PARS Trust Program consists of the Agency
Trusts adopted and not terminated by Member Agencies.
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2.2
2.3
2.4
Qualified Governmental Retirement Trust
The PARS Trust Program is established pursuant to the pkvisions of Section
501 of the Internal Revenue Code of 1986, as amended' (the "Code"), and
California Government Code Sections 53215 through 53224 providing for
pension trusts established by public agencies. ..
Date of Adoption .,,.
The date as of which each Member Agency adopts the PARS Trust Program
shall be the "Effective Date" of the PARS Trust Agreement and the Agency Trust,
as defined in Section 2.5, as to that Member Agency.
Member Agencies
Any California public agency may, by action of its governing body in a writing
accepted by the Trustee, adopt the provisions of the PARS Trust Agreement as
the trust portion of a qualied governmental retirement plan establiskd for the
benefii of its employees. Executing an adoption instrument for the PARS Twst
Program ("Adoption Agreement"), attached hereto as Exhibit "A", shall ,constitute such adoption, unless the Trustee requires additional evidence of adoption. In
order for such adoption lo be effective, the public agency must also execute an
Agreement for Administrative Services with Phase II Systems, the Trust
Administrator, pursuant to section 3.6 of this PARS Trust Agreement. Such
adopting employer shall then become a Member Agency of the PARS Trust
Program.
Each.such Member Agency shall, at a minimum, furnish the Trust Administrator
with the follawing documents to support its adoption of the PARS TNSt Program:
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a certified copy 'of the .Member Agency governing. body resolution
authorizing the adoption of the PARS Trust Agreement and the
appointment of an individual .designated.by: position.,of,employrnent at the .
Member Agency to act on its behalf in all matters relating to the Member
Agency's participation in the PARS Trust Program and Agency TNst
("Plan Adminlstratof); ,.
an original of the Adoption'Agreement executed by the Plan Administrator
or other duly authorized Member Agency employee; ',
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an original of the Agreement for Administrative Services with Phase II
Systems executed by the Plan Administrator or other duly authorized
Member Agency employee and Phase II Systems;
an address notice; and
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(e) such other documents as the Trustee may reasonably request.
2.5 Agency Trust
By adopting the PARS Trust Agreement, as provided in Section 2.4. a Member
Agency shall be deemed to have adopted a legally separate and individual
Agency Trust whose provisions are identical to those of the PARS Trust
Agreement. The Assets of an Agency Trust shall be available only to pay
benefh pursuant to the provisions of the Plan to participants and beneficiaries of
the Member Agency entitled to receive benefits under the provisions of the Plan.
The Agency Trust is created for the purpose of receiving contributions made to fund the Member Agency‘s Plan; accumulating. managing and investing those
contributions; and providing benefits to active or retired participants of the Plan,
their joint annuitants, or their beneficiaries. Each Agency Trust .shall be used to
fund only a single Plan maintained by the Member Agency. A Member Agency
may establish additional Agency Trusts to fund the assets of additional Plans by
executing one or more additional Adoption Agreement(s).
2.6 Assets of Agency Trust
The assets of the Agency Trust shall consist of all contributions and transfers
received by the Agency Trust on behalf of the Member Agency‘s Plan, together
with the income and earnings from such contributions and transfers, and any
increments accruing to them (“Assetsl). All contributions or transfers shall be
received by .the Trustee in cash or in other property acceptable to the Trustee. The Trustee shall manage and administer the Assets of the Agency Trust without
distinction between principal and income. The Trustee and the Trust
Administrator shall have no duty to compute any amount to be transferred or paid to the Agency Trust by the Member Agency and the Trustee and the Trust
Administretor shall not be responsible for the collection of any contributions or
transfers to the Agency TN&
2.7 Commingling for Investment and Administration ,I
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The Assets of more than one Agency Trust may be commingled by the Trustee , ,
or Investment Fiduciary in one or more Omnibus Accounts for investment and
administrative purposes, to provide ecoflomies of scale and efficiency of administration to the Agency Trusts. The responslbilii.for Plan level aocountlng
within this Omnibus Account(s) shall be that of the Trust Administrator.
2.8 Trustee Accounting
The Trustee shall be responsible only for maintaining recards and maintaining
accounts for the aggregate assets of the PARS Trust Program. The
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responsibility for Plan level accounting for each Agency Trust, based upon the
Omnibus Atouht(s), shall be that of the Trust Administrator.
2.9 No Diemion of Assets "I
The Assets in each Agency Trust shall be held in trust far the exdusive purpose of providing benefits to the Participants of the Plan for which the Agency Trust is holding assets and defraying the reasonable expenses of such Plan. The Assets shall not be used for or diverted to, any other purpose.
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2.10 Type and Nature of Trust ,I
Neither the full fa& and credit nor the taxing ,power of each Member C\gency, the
State of Califomla or any political subdivision thereof other. than each Member
Agency is pledged to the di&ibutlon of benefits hemunder. Except for
contributions and other amounts hereunder, no other amounts are pledged to the distribution of benefits hereunder. Distributions of benefds are neither general
' nor apdal obligations of any Member Agency, but are payable solely from the
Assets of each Agency Trust as more fully desmi hemin. No employee of
any Member Agency or beneficiary may compel the exercise of the taxing power
by any Member Agency.
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Distributions of Assets under any Agency Trust am not debts of any Member
Agency, the State of Callfornia or any of its poifflcal subdMsi0ns within the
meaning of any constitutional or statutory limttation or restriction. Such distributions am not legal or equitable pledges, charges, liens or encumbrances, upon any of a Member Agency's property, or upon any of Itr It'ICOme, receipts, or revenues; except amounts In the emunts which are, undcr the terms of eech
Plan, Agency Trust and the Ad, set aside for distributions. Neither the memh of the legislative body d any Member Agency nor Its officers, employees. agent8 or volunteers are liable hereunder.
Article 111
ADMINISTRATIVE MATTERS .,
Two thirds or more of the Member Agencies acting Jolntly, may by a two-thirds or greater vote, act to appoint a bank, trust company, retirement board. insurer, commHtce or such other entity as permltted by California law, to senre as the
trustee ofthe PARS Trwt Program ("Trustee'). Such don must bo m &g. Upon the written acceptancu of such entlty t ehall beoome thr, Trustee of the PARS Trust Program and, subject to the provisions of Section 3.10, t& trustee of each Agency Trust. By exeoutlng an Adoptlon Agmement, the adopting Member
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3.5
Agency hereby appoints the Union Bank of California, NA. as the Trustee as of the Amended Effeotive Date. ,.,,:';I
Rornbval of Trustee ,I , ,;*:,I , ,!
I ' '$ 3 Two thirds or more of the Member Agencies acting jointly, may by a vote of two - thirds or greater, act to remove the Trustee, Such action must be in writing and delivered to the Trustee and the Trust Administrator. Upon such removal from the PARS Trust the Trustee shall also be removed as trustee of each of the Agency Trusts. The Plan Administrator may remove the Trustee as trustee of an Agency Trust by giving at least nlnety (90) days prior wrltten notloc to the Trustee and the Trust Administrator and withdrawing from the PARS Trust Program. I
Reslgnatlon ofTrUaee
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The Trustee may resign as bustee of the PARS Trust Program at any time by
to each Pian Administtator of ea& Member Agency thet has adopted the PARS
giving at least ninety (90) days prior written notice to the Trust Adminiatretar and
T~st Agreement and not tminated its partidpath in the PARS. Trust Ptugram.
Such resignation shall also be deemed a resignation'as trustee of each of the ' Agency Trusts. The Trustee may resign as trustee of an Agency Trwt by gMng at least ninety (90) written not& to the Plan Administrator of such Agency Trust and to the Trust Administrator. The Member Agency's appointment of a successor trustee to the Agency Trust wlll vest ule successor bustee wlth title to the Assets of its Agency Trust upon the successor trustee's acceptance of such
appointment.
The Plan Administrator
llwgoveming body of each Member Agenoy shall have plenw avthorlty for the adrninistratlon and investment of the Agency Trust .pursuant ;to .the laws and . Constlttdon of the State of Califomla ,and ~appliClble.+fodml laws and ' mgulaiiocu. Each Member Agency .shall::by msoluthd..;desIgW ,,a Pian . Administrator. Unless othemrise speckid io the' Mtnmont the Pian Adrnlnlstretor shall be deemed to have authority to act on behalf of the Member' , ,
Agency in ail matters pertsining to thc Member Agency's partldpation in the PARS TNS~ Pmgram and in regard to.the Agency Trust.of the Member Agency.. .. Suoh appointment of a Pian Administrator shall be effective upon receipt and aaknowledgmant by the Trustee and the TNS~ Admlnlstrator and eheli be . .. effedive until the Trustee and Trust Admini6trator are fumlehed wlth a resolution '. , I!'
of the Member Agency that the appointment has been modlfled or terminated. , ,jl 1:
Failure to Appoint Pian Administrator
Agenoy shall be deemed to be the Plan Admlnlstrator. As used h this document if a Plan Admlnlstretor is not appointed, or such appointment lam, Um Member
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Plan Administrator shall be deemed to mean Member Agency when a Plan
Administrator has not been appointed.
3.6 Delegatee
The Plan Administrator, acting on behalf of the Member Agency, may delegate
certain authority, powers and duties to an entity to act in those matters specified
in the delegation ('Delegatee"). Any such delegation must be in a writing that
names and identifies the Delegatee, states the effective date of the delegation,
specifies the authority and duties delegated, is executed by the Plan
Administrator and is acknowledged in writing by the Delegatee, the Trust
Administrator (if not the Delegatee) and the Trustee. Such delegation shall be
effective until the Trustee and the Trust Administrator are directed in witing by
the Plan Administrator that the delegation has been rescinded or modified.
3.7 Certification to Trustee
fhe governing body of each Member Agency, or other duly authorized official,
shall 'certiv in writing to the Trustee and the Trust Adminlstrator.the names and
specimen signatures of the Plan Administrator and Delegatee, if any, and all
others authorized to act on behalf of the Member Agency whose names and
specimen signatures shall be kept accurate by the Member Agency acting through a duly authorized official or governing body of the Member Agency. The
Trustee and the Trust Administrator shall have no liability if it acts upon the
direction of a Plan Administrator or Delegatee that has been duly authorized, as
prodded in Section 3.6, if'that Plan Administrator or Delegatee is no longer
authorized to act. unless the Member Agency has informed the Trustee and the T~st Administrator of such change. ..
3.8 Directions to Trustee
Except as provided in S&on 5.38 .off.this :Tr*l~~~menti~~~ll~di~~~ to the
Trustee from the Plan Administrator or Delegatee mustbe ln writing and must be
signed by the Plan Administrator or Delegatee, as the case may be. For all
purposes of this Trust Agreement, direction shall include any certifcation, .notice,
authorization, application or instntction of the Plan Administiator, Delegatee or
Trustee appropriately communicated. The above notwithstanding dmdion may
be implied if the Plan Administrator or Delegatee has knowledge of. the Tmstee's
Intentions and fails to file written objection.
The Trustee shall have the power and duty to comply promptly with all proper
direction of the Plan Administrator, or Delegatee, appointed in accordance with
the provisions of this PARS Trust Agreement. In the case of any direction
deemed by the Trustee to be unclear or ambiguous the Trustee may seek written instructions from the Plan Administrator, the Agency or the Delegatee on such,
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matter and await their written instructions without incurring any liability. If at any
time the Plan Administrator or the Delegatee should fail to give directions to the
Trustee, the Trustee may act in the manner that in its discretion seems advisable
under the circumstances for carrying out the purposes of the PARS Trust
Program and/or any Agency Trust which may include not taking any action. The
Trustee may request directions or clarification of directions received and may
delay acting until clarification is received. In the absence of timely directioh or
clarification, or if the Trustee considers any direction to be a violation of the
PARS Trust Agreement or any applicable law, the Trustee shall in its sole
discretion take appropriate action, or refuse to act upon a direction.
3.9 Alternate Trustee
A Member Agency may appoint a trustee. other than the Trustee,. as to 8 pofion of the assets in the Agency Trust. by designating suchperson or entity as an
Alternate Trustee on the Adoption Agreement and by speCitYng which assets
shall be subject to the fiduciary management of the Alternate Trustee. Such
appointment shall not be effective unless it is in writing, spedties dearly the
assets as to which the Alternate Trustee is to have trustee powers. is
acknowledged in writing by the Alternate Trustee, is delivered to and
acknowledged by the Trustee and the Trust Administrator. Only a bank, trust
company, retirement board, insurer, the Member Agency or such entity, as
pemitted by California law to be a trustee may be appointed an Alternate
Trustee. Such appointment will become effective upon acceptance by the
Alternate Trustee.
3.10 Powers Of Alternate Ttustee
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The Alternate Tiustee shall be deemed to have all of the powers and duties and
vesponsibilities specified in the PARS Trust Agreement for the PARS Tmstee in Article IV unless otherwise specified. in .the Adoption Agreement.
3.1 1 Responsibility of Trustee Upon AppointmenhfAltemate-Ttustee
Upon 'the appointment of an Alternate Trustee, the Trustee shall have no liability
or responsibility for any matters relating to the management, investment or
administdon of those assets as to which the Alternate Trustee has been
appOinted and shall only have the duties set forth in Section 4.3.
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3.12 Trust Administrator
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The Member Agencies have appointed Phase It Systems as the Trust
Administrator. The Trust Administrator has accepted its appointment subject to each Member Agency's delegation of authority, ta act as such, pursuant to
Section 3.6 of this PARS Trust Agreement. The Trust Administrator's dutiis
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involve the performance of the following services pursuant to the provisions of
this trust agreement and the Agreement for Administrative Services:
(a) Performing periodic accounting of the Agency Trust;
(b) Directing the Trustee to make distributions from the Agency Trust to
Participants pursuant to the provisions of the Member Agenifs Plan and
liquidate assets in order to make such distributions;
(c) Notifying the Investment Fiduciary of the amount of Assets in the Agency Trust available for further investment and management by the Investment
Fiduciary;
(d) Allocating contributions, earnings and expenses to .eachAgency Trust;
(e) Directing the.Trustee to pay insurance premiums, to pay the fees of the
Trust Administrator and to do such other acts as shall be appropriate to
carry out the intent of the Agency Trusts. :..
(f) Such other services as .the Member Agency and .the Trust Administrator
may agree in the Agreement for Administrative Seyices pursuant ,to
Section 2.4.
3.13 The Trust'Administrator shall be entitled to rely on, and shall be under no duty to question,. direction and/or data received from the Plan Administrator, or other
duly authorii entity, in order to perform its authorized duties under this trust
agreement. The Trust Administrator shall not have any duty t9 compute
contributions made to the Agency Trust. determine or inquire whether
contributions made to the Agency.Trust by the Plan Administrator or other duly
authorized entityare adequateto m~and.discharge.liabiliti~~~~er the Plan; or
determine or inquire 'whether ,con~b~ns.~.ma~:to~~e.~~ency.. TNst, are in
.compliance with the Plan; The Trust Administrator shall not bd liable for non
pehimance of duties if such non performance is directly wused by erroneous,
andlor late delivery of, directions or data from the Plan Administrator,'or,other '
duly authorized entity.
3.14 Additional Trust Administrator Servlces ^. - ,. ,
The Plan Administrator may at any time retain the Trust Administrator as its
agent to perfonn any act, keep any records or accounts and make any
computations which are required of the Member Agency or the Plan
Administrator by this PARS Trust Agreement or by the Member Agency's Plan.
The Trust Administrator shall be separately compensated for such service and
such sewices shall not be deemed to be contrary to the PARS Trust Agreement.
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3.1 5 Trust Administrator's Compensation
As may be agreed upon from time to time by the Member Agency and Trust
Administrator, the Trust Administrator will be paid reasonable compensation for
services rendered or reimbursed for expenses properly and actually incurred in
the performance of duties with respect to the Agency Trust and to the PARS
Trust Program in accordance with Section 53217 of the Act.
3.16 Resignation or Removal of Trust Administrator
The Trust Administrator may resign at any time by giving at least one hundred
twenty (120) days written notice to each Member Agency of.the PARS Trust
Program and the Trustee. The Member Agencies, by a two-thirds or greater
vote, may remove the Trust,Administrator by delivering, at least one hundred
twenty (120) days prior to the effedie date of such removal, written notice to the
Trust Administrator and to the Trustee.
Article IV
THE TRUSTEE
4.1 Powera and Duties of the Trustee
Except as athemrise provided in Article V and subject to Anide VI, the Trustee
shall have' full power and authority with respect to property held ,in ,,he Agency Trust to do all such acts, take all proceedings, and exercise all such rights and '
prhiileges, whether specifically referred to or not .in this::dowment, as could. be done, taken or exercised by the aWbte .owner. indudingGwitbout limitation, the
following:
(a) To invest.and reinvest the Assets or any part hereof in any one .or morf?
kind, type, class, item or parcel of property, real, personal or mixed,
tangible or intangible; or in any one or more kind, type. class, item or issue
of investment or security; or in any one or more kind, type, class or item of
obligation, secured or unsecured; or in any combination of them.. To retaln.. , , ,
the property for the period of time that the Trustee deems appmpriate;
(b) To.acquire and sell options to buy securities ("call" options) and to acquire
and sell options to sell securities ("put" options);
(c) To buy, sell, assign, transfer, acquire, loan, lease (for any purpose,
including mineral leases). exchange and in any other manner to acquire.
manage, deal with and dispose of all or any part of the Agency Trust
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property, for cash or credit and upon any reasonable terms and
conditions;
To make deposits, with any bank or savings and loan institution, including
any such facility of the Trustee or an affiliate thereof provided that the
deposit bears a reasonable rate of interest: ..
To invest and reinvest the Assets, or any part thereof in any one or more
collective investment trust funds, including common and group trust funds
that consist exclusively of assets of exempt pension and profit sharing
trusts and individual retirement accounts qualified and tax exempt under
the Code, that are maintained by the Trustee or.an affiliate thereof. The
declaration of trust or plan of operations for ,anymEll wmmon or
collective fund is hereby incorporated herein and.adopted into this PARS
Trust Agreement by this reference. The combining'& money and other
assets of the Agency Trust with money and other assets of other qualied
trusts.in such fund or funds is specifically authorized. Notwithstanding
anything to the contrary in this trustagreement, the Trustee shall have full
investment responsibility over assets of the trust invested in such
commingled funds. If the plan and trust for any reeon lose their tax
exempt status, and the Assets have been commingled with asseteof other
tax exempt trusts in Trustee's collective investment funds, the Trustee
shall within 30 days of notice of such loss of tax exempt status, liquidate
the Agency Trust's units of the collective investment fund@) and invest the
proceeds in a money market fund.pending investment or other instructions
from the Plan Administrator. The Trustee shall not be liable for any loss or gain or taxes, if any, resulting from said liquidation;
To place uninvested cash and cash awaiting distribution in one or more
mutual funds andlor cornmingled investment funds maintained by or made
available by the Trustee, and.to'receive,compensatioMom.the sponsor of
such fund(s) for setvices rendered, .separate.and apatttfrorn any Trustee's
fees. hereunder. Trustee or Tnrstee1s.affiliate.may!:als0--be compensated for providing investment advisory services to any mutual fund or
commingled investment funds;
To borrow money for the purposes of the Agency Trust from any souroe with or without giving security; to pay interest; to issue promissory notes
and to iecure the repayment thereof by pledging all or any part of the
Assets;
TO take.al1 of the following actions as directed by the Investment Fiduciary
or other person with investment discretion over the trust assets: to vote
proxies of any stocks, bonds or other securities; to give general or special
proxies or powers of attorney with or without power of ,subsfition; to exercise any conversion privileges, subscription rights or other options,
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and to make any payments incidental thereto: to consent to or otherwise
participate in corporate reorganizations or other '; changes affecting
corporate securities and to delegate discretionary powers and to pay any
assessments or charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to stocks, bonds,
securities or other property held in the Agency Trust;
To make, execute, acknowledge and deliver any and all documents of
transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted;
To raze or move existing buildings; to make ordinaty or extraordinary
repairs, alterations or additiowin .and. to buildings;dtwonstrud bulldings
and other structures and to install foctures and equipment;therein; -
To pay or cause to be paid from the Agency Trust any and all real or
personal property taxes, income taxes or other taxes.or assessments. of
any or all kinds levied or assessed upon or with respect to the Agency
Trust or the Plan; I
As directed by the Trust Administrator, to hold term or ordinary lii
insurance contracts on the lives of Participants (but in the case of conflict
between any such contract and the Plan, the terms of the Plan shall
prevail); to pay from the Agency Trust the premiums on such contracts; to
distribute, surrender or otherwise dispose of such contracts; to pay the
proceeds, if any, of such contracts to the proper persons in the event of
the death of the insured Participant; to enter into, modi, renew and
terminate annuity contracts of deposit administration of immediate
participation or other group or individual type with one or more insurance
companies and to pay or deposit all or any part of the Agency Trust
Assets thereunder; to provide.in.any such .contractfo&e~investmnt of all or any part of funds so de~ited.with:theinsuranoe~mpany in securities
under separate accounts;-'4o ,exerdse';.and..daim.;:all!'~ghts and benefits
granted to the contract holder by any such contracts;
To exercise all the further rights, powers, options and privileges granted,
provided for, or vested4n trustees generally under applicable federal or. :
California laws, as amended from time to time, it being intended that,
except as herein ofheMlise provided, the powers conferred upon the
Trustee herein shall not be construed as being in limitation of any authority
conferred by law, but shall be knstrued as consistent or in addltlon
thereto.
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4.2 Addltlonal Trustee P-B
In addition to the other powers enumerated above, and 'whether or not the Member Agency has retained investment authority or delegated it to an Investment Fiduciary or Participants in Participant Directed Accounts, the Trustee in any and all events is authorized and empowered: .I
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I i To invest funds pending required directions in any type of interest-bearing account including without limitation, time certificates of deposit or interest- beating accounts issued by Union Bank of Califomla N.A, or any mutual fund or short tern investment fund rFund"), whether sponsored or I
advised by Union Bank of California or any affillate.thereot Union Bank of
California, N.A. or its affiliate. may be .oompensated~Afor..pro~ing suoh ' '1
investment advice and providing other.senrlces~~.suuch:~und, in addMan to any Trustee's fees received pursuant to this Trust Agreement; I
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To cause all or any part of the Agency Trust to be held In the name of the .
Trustee (wt~kh in such instan- need not dlsdose its Muciary cap*) , . or, as permitted by law. in the name of any nominee, and to aqulrt for the Agency Trust any investment in bearer form. but the books and records of the Agency Trust shall at all times show that all such investments are a part of the Agency Trust and the Trustee shall hold evidences of title to all such investments:
To Liewe as sole custodian wtth respect to the Agency Trust Assets;
To employ such.agents and counael a6 may be reasonably necessary in managing and proteoting the Assets and to pay them resonable
compensation; to employ any bmkerdealer, idudlng a broker4ealer
affiliated with the Trustee..and pay to such brokerdealer at the e"e of the Agency Trust, its stendard :mmmissions;;..$o0;,. compromise or abandm all dalms'and dernands~ir5favor of-or.agaIn&-the Agency Trust; and -to charge any premiuin-on..bonds*~rchased..:at.~r. value to the principal of the Agency Trust without amortimtlon from the Agency Twst, regardless of any law relating them;
In addition to the'powers llsted hereln, to do all other acta necessary or . I . desimble fw the pmper admlnistratlon of the Agency Trust, ~s though the , absolute owner themot
To abandon, cornpromlse, contest, arbitrate or settle dalms or dernmde;
to prosecute, compromise and defend lawsuits, but wlthout obligation to do so. all at the risk and expense of the Agency Trust;
To exercise and perlorn any and all of the other powers and ddos specified In thls Trust Agreement or the Plan;
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(h) To permit such inspections of documents at the pnndpal oftice of the Trustee as are required by law, subpoena or demand by United States
agency: I,
(i) To comply with all requirements imposed by applicable provislons of law;
0) To seek written instructions from the Plan Administrator or other fldudary on any matter and await their written instructions without incurring any liability. if at any time the Plan Administrator or the fiduciary should fall to give directions to the Trustee, the Trustee may act in the manner that In Its
discretion seems advisable under the circumstances for carrylng out the
purposes of this Agency TN*
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(k) As directed by the Plan Administrator or Delegatee if.duly authorized, to cause the beneMs provlded under the Plan to be paid directly to the, persons entitled thereto under the Plan, and in the amounts and In the ., manner spedfied, and to charge such payments against the Agency Trust ,
with resped to which such benefits are payable;
(I) To compensate such executive, consultant. actuarial, acbunting, investment. appraisal, admlnlstrative, derlcal, secretarial. medical, custodial, depository and legal firms, personnel and other employees or assktants as am engaged by the Plan Administrator In connection with
the admhistratlon of the Plan and to pay from the Agency Trust the necessary expenses of such flms. personnel and assistants, to the extent not paid by the Plan Administrator;
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', I (m) To act upon proper wMen diredons of the Plan Admlnlstnrtor Or ,Delegatee; including directions given by photostatk transmi8skno using fauimile olgnature;
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(n) To pay from the Agen~.~~sttthe',~nses~sonablY. Incurred in the administration of the Agency Trust as provided in the Plan;
(0) To maintain insurance for such purposes, In such amounts and wg.auch .' i companies as the' Plan Administrator shall.elect; lndudlng insurance tq " I cover liability or losses occurring by reason of me a+ or omiaalono of ,I
fiduciaries but only if- such insumnae permits reoourse by Uie Insurer
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against the fiduciary in the case of a breach of a fiduaiary obligation by such fldudary.
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4.3 Custodial Powers
If an Alternate Trustee has been appointed pursuant to Sedlon 3.9, Unbn Bank of Calffornia, N.A, (Bank") as Custodian, shall only have the fallowing responslbiliiies:
(a) Keep records of all transactions entered into for the &en& Trust and furnish to Alternate Trustee statements no less frequently than quarterly
which shall be deemed ratified and approved by Alternate Trustee unless showing all principal and income transactions and Agency Trust Assets.
Custodian is advised to the contrary within ninety (90) days of Custodian's
mailing thereof by first class mail to Alternate Trustee; , I
(b) Receive payments of Income and prindpal on.Agency TNSt Ass+. and
retain or remit in accordance: with Altematte.T?ustee"8n instructions:
(c) Hold Agency Trust Assets in Bank's name as Custodian for Alternate , Trustea or In Bank's nominee name, or, as to securities eligible to be held by the depository trust company or other dsposltory, ,. in 'b nominee naine;
(d) Purchase and sell securities. attend to the exchange of sewdhS, depOSit or exchange securities of companies in reorganhtkm. and tender ' securities on redemption or tender offer solely upon direction of Alternete
Trustee;
(e) Sin the name of ,Alternate Trustee to stoak and bond powers and any
other Instruments required for the proper exercise of Bank's dutlw, and '
Bank is appointed Alternate Trustee's attorney-in-fact for these purposm;
(f) Forward all proxies and accompanying materials to Alternate TNItae ta be voted unless directed hJwrlting> bthe ,contrary:43isclose Ahmat0 Trustee's name and address :in..response,.to requests, from Issuers of securtbles and others ta !faciliite-~dkacb,.commucricaUon .hr proxy and'
' tender offer response;
(9) Sell all fraational shares of stock received as a wsult of stock dividends or
(h) Notify &mate Trustee of any inability to collect inoom'oc prlndpal if the securities or other property constituting heeta upon whlch suoh amount is payable Is In default, or if payment is refused after due demand. Bank
shall be under no obllgation or duty to take any action to effect collection
of defaulted payments, or to file or pursue any bankruptcy or class actlon claims with respect to Agency Trust.
other corporate action;
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(i) Perform a telephonic verlflation to Alternate Trustee or Alternate Trustee's authorized representatbe or such other '~BcUTify procedure
selected by Alternate Trustee prior to wiring funds or following facsimle directions as Bank may require. Alternate Trustee assume6 all risk of
delay of transfer if Bank Is unable to reach Alternate Trustee or Alternate
Trustee's authorized representatiie, or In the event of delay as a result of attempts to comply with any other security procedure selected by Alternate Trustee. ,I
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Article V
INVESTMENTS I.
6.1 Investment Fiduciary ,I
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Except as hemln pmvided, the Plan Administrator shall be the lnwstment
Fiduoiary.
5.2 Appointment of Trustee or an Investment Manager as Investment fldudary
The Plan Admlnistrator may appoint the Trustee or an Investment manager as
the Investment Fldudary, with the authority and duty to dlmd the Investment and management of all or any portion of the Assets of the Agency Trust.
5.3 Appointment of Investment Fduaary
No action of the Pian Adminwor. punuant to 52 shall be CffecQlve until a certMed copy of ttis rsvieed Adoptkn,Agreem~t,.and,.;~rn9uired, any such , I
resolution of the govemlng body'd the .Member AgenoywPIan Adrnlriktmtor
idon% delivered to the.Tnrstee. Uponmcolptand awrp@nce, .the Trustee of Investment manager, a8 the case may be, shall assume tiduclary responelbllily
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with respect to the .inverstment and management of such assets of the Agency .' Trust as are spded In the resolution or adon. Any transfer of Investment . . . .'! 1
authority to the Trustee or to an investment manager may be revoked by 'j deliiring to the Truitw or the Investment manager m written notice .frwn either. I
the Member &~ency governing body or the Plan Administrator, as the case may .!
be.
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5.4 Relhnce by Trustee on Investment Fiduciary
The appointment, selection and retention of an Investment Fiduciary shall be
solely the responsibility of the Member Agency acting throligh it0 govemfng body or the Plan Administrator. The Trustee may rely upon the fact that the fi
2667-12 P€L
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Investment Flduclary is authorized to dlrect the investment and management of the Assets of the Agency Trust untll such time as the Plan Administrator shall notitj the Trustee In writing that another Investment Fidudry has been appointed to replace the Investment Fiduciary named, or, in me alternative, that the investment Fiduciary named has been removed.
5.6 When Trustee is not Investment Fiduciary
The Trustee shall not be the investment Fiduciary and shall have no responsibility or authority for the investment and management of assets unless specifically designated as the investment Flduclary as to some or all of the
assets in the Agency Trust and accepts such deslgnation.
(a) During such period or periods @.time, if any;as Zhe l?lan:Administrator dr an Investment Fiduciary is authorized .to direct..the investment and management of the Assets of the Agency Trust, the Trustee shall (subject
to the overtiding. lim*tatians hereinafasr set forth) effect and change investment of the Assets of the Agency Trust as directed in writing by the
Plan Administrator, or Investment Fiduciary. as the caw may be, and shall neither effect nor change any such investments without suqh didn and
shall have no rlght, duty or nzsponsibility to recommend investments or investment changes. The followlng provisions shall govern the Trustee during such period or periods of time, if any, during which the Plan Admlnlstrator or an Investment Flduclary is authorized to direct the investment and management of the Assets of any Agency Trust
@) So long as the Plan Administrator retains or reacquires full power and
responslbilky to direct the Trustee with respect to the invegtment and
management of an or any portlon of the Asaeta of the Agency Trust the Trustee shall not be liable mr responsible for losses or unfavorable results arising from the Trustee'swmpliance .with ,pmpw:didonwof the Plan .Adrniri"lstretar which.ara- made-in:accordance with:.thc+AeemUr. of this Trurt Agreement end which amriot. wn~ry.tb;theprons.~of any appllabk
(c) 'In the event an Investment Fiuclary Is given authorfty and respon8bflky. .
Wlth"respect to' the investment and management of the Assets ,of the Agericy Trust, neither. the Trustee nor the Plan Mmlnistrator shall, be ,
' 'na& or responsibk in any way fovany loeeea or other unfavombk results arising from the TNS~~IO'S compliance wHh investment or management directions received by the Trustee from thp investment Fiduciary.
' federal or state statute regulating such investment.
5.6 Investment Directions Must be In Writing
Subjeot to the provisions of Section 5.18, in order to a. valid all diredons concerning investments made by the Plan Administrator, or the Investment
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2687-12 PEL
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Fiduciary, or PARS TNstee must be signed by the authorized person or persons actlng on behalf of the Plan Administrator, investment Fidliciary 'or Trustee, a6
the case may be.
5.7 Trustee Reliance On Directions
(a) The Trustee shall be entltied to rely upon directions. whlch the Trustee
receives. The Trustee shall be under no duty to question any directions of the Investment Fiduciary or Plan Administrator nor to review any securities
or other property of the PARS Trust .or Agency Trust constituting assets thereof with respect to which an investment Fiduciary or the Pian Administrator has investment responslbllity, nor.to.make any suggestions
to the Investment Fiduciaw.or.-Piah :Adminlstrator4nmmdon thefeu"
The Trustee shall, as promptly as possible:comptywith any written
directions given by the Pian Administrator or an :Investment Fiduciary
hereunder. The Trustee shall not be liable, in any manner nor for any
reason, for-the making or retention of any investment pursuant to such dhctions, nor shall the trustee-be liable for its failure to inveat any or all of the Assets of the Agency Trust in the absence ,of such written directions. The Trustee shall be under no obligation to seek written clarification in the event of ambiguity.
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(b) During such period of time, K any, as the Plan Adminktmtor, or an investment Fidudary. Is authorized to direct the Trustee, the Trustee shall have no obligation to determine the existence of any conversion, demption, exchange, subscriptlon or other right relatlng to any secudties
purchasod of which notice was given prior to the purchase Qf such securities, andshall have no obligation to exerdse any such right unless
the Trustee is Informed of the existence af the right and io inshctd to
' exercise suchdght, In Wing, by the Plan Adminbtrator or,h Investment Fidudary. as the case may.'be,"thin:.a nasonable.Alme prior to the expiration of Wch right. ,.
(c) ' In any event, neither the Plan Adminlstrator nor any Investment Fidudary
retked to abwe.shall direct the purchase, sale or retentiond any Assets , of the Agency Trust if such dlrectlons are not In compliance wfth applicable law.
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5.8 T~ustee Few
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As may be agmed upon, In writing, between the Plan Administrator and Trustee.
the Trustee will be paid reasonable compensation for selvlces ~'~ndemcl or reimbursed for expenses property and actually incumd In the performanca of
duties with respect to thc Agency Trust or the PARS Trust.
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5.9 Contributions
The Plan Administrator shall make all of Its contributions to the T~stce, and shall also transmit all contributions of Plan participants. as may be requlred or allowed
Trustee agrees to accept a contribution that is not In cash. All contributions shall by the Plan, to the Trustee. Such contibutions shall be in cash unless the
be paid to the Trustee for investment and relnvestment pursuant to the terms of this Trust Agreement. The Trustee shall not have any duty to determine or inquire whether any contributions to the Agency Trust made to the Trustee by
any Plan Administrator are in compliance with the Plan; nor shall the Trustee
have any duty or authority to compute any amount to be paid to the Trustee by
any Plan Administrator; nor shall the Trustee be psponsibbfor the collection or adequacy of the contributions to ,meet '.~~:..disoha~el~li~i~~ :.under the Plan.
The contributions received by the' Trustee from each .Memker>:Agency shall be held and admlnlstered pursuant to the..tsrms herdwithoutdistlnctlon between
income and principal.
5.10 Money Market Fund .,
Pending any investment directions. such cash in the Agency TNS~ In an amount a6 is reasonable in the discretion of the Trustee, my be dewsbd in a money market fund selected by the Trustee or the Member Agency.
5.1 1 Purchase of Contracts
The Trustee shall have the authority to purchase indiiual or group iMUKm3, annuity, pbllminary ten, 'group pension, and variable annuity contracts In.
'contracts at the diredon of the,Plan Administrator or lnvesbnent Fidualary H such . accordance with the directlons of the Plan Administrator or other insuranae
. contracts are acceptable to the Trustee. The Trustee shall act as custodian of
such contracts If an Alternate Trustee:ls~appolnted as towchmtracts. ..
5.12 Records
'(a) 'The Trustee shall malntam accurate records.and,deteiiled acmunts ,of all Investments, receipts. disbursements and other transadions hereunder at the PARS Trust level. 'Such .records shall be available at .all, reasonable times for lnspedlon by the Trust Administrator. The Trustee shall, at the directim of the Trust Administrator, submit such valuations, reporte or other information as the Trust Administrator may rW3Onbbty Wqrtln.
(b) valuation. The asseta of the Agency Trust shall be valued at thelr fair market value on the date of valuation, as determined. by the Trustee based upon such sources of information as It may deem reliable; provided, however, that the Plan Administrator shall inetruct the Trustee as to valuation of assets which are not readily determinable on an established
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5.13
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market. The Trustee may rely conclusively on such valuations pmvMed by the Plan Administrator and shall be Indemnified a& held harmless by the Plan Administrator with respect to such reliance. If the Plan Administmtor fails to provide such values, the Trustee may take whatever action it deems reasonable, including employment of attorneys, appraisers
or other professionals, the expense of which will be an eqense of
administration of the Agency Trust. Transactions in the account involving
such hard to value assets may be postponed unHl appropriate valuations
have been received and Trustee shall have no liability therefore.
Statements
(a) .Periodically 88 specified. and.wlthlndslxty daywaffer June'30. or theend of the PARS Trust's fiscal yewif tlifferent; TrustwShalkWnder to the Trust
'Administrator as directed, a written ' account. showlng in reasonable
summary the Investments, receipts, disbursements and other transadions
engaged in by the Trustee dudng'the preceding flscal year or pedod with respect to the PARS Trust Such account shall set forth the assets and llabllltles of the PARS Trust valued as of tho end ofthe accounting paiod.
@) The Trust Adminlstrator may approve such statements either by written
notice or by failure to express objections to such stakments by written,
notice delivered to the Trustee withln 90 days from the date the statement is delivered to the Trust Administrator. Upon approval, the Tnrstee shall
be released and discharged as to all matters and items set forth In such statement as if sirch account had been settled and allowed by a decree from a court of competent jurisdiction.
Wlre Transfer6
Tho '?rwtsS shall fallow the--Plan;AdminEetrator'~~p;Dele(latee's, or. Trust 'Adrnlnlstmtot'e wlre4ransfer Instfuctlons~.intcompliance;witb:~e written secuily :p~oCBdum provided by the party.provkfing .the*Hire.tran~~r~l;~e,~~stee shall p0rfofm.a telephonic vdtication to the Plan Administrator, Trust Admlnistretqr, or Delegate6, of such der security procsdure, as .selected by the pady pmvldlng wire'transfw dituctlons. prior to wiring funds or following faosirnile directions as Trustee may rwquire. The Plan Administrator assumes the. riik of delay of transfer K.Trustee is,unable to..reach the Plan &jministratar,bv in the, event of delay as a result of attempts ta comply wlfh any ather sewrlty procedure
seleated by the directing party.
Exdusive Benefit
The Assets of the Agenoy Trust shall be held In trust for the exduslve purpoee of provlding benefits to the participants and their beneficides of the Member Agency Plan, and defraying reasonable expenses of the Plan. and shall not be
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2567-12 PEL
dlvert such Plan's Assets for the payment of benetlts or ewenses of any other used for or diverted to any other purpose. No party shall have authority to use or
Member Agency's Pian.
5.16 Delegation of Duties
The Plan Administrator, Delegatee. or Trust Administrator, may at any time retaln
the Trustee as its agent to perform any act, keep any records or accounts and
make any computations that are required of the Plan Administrator, Delegatee or
Trust Administrator by this Trust Agreement or by the Plan. The Trustee may be
compensated for such retention and such retention shall not be deemed to be contrary to this Trust Agreement.
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6.17 Distributions
All benefits payable pursuant to the Plan shall be pald out of the Assets of the
Agency Trust the Trust& pwsuant to the directbn of the Plan Administrator.or'
Delegatee. The Trustee shall, from time to time, upon the Wen dlredion of the
Plan Adminlstrator or Delegatee, make dlstributtons from the,Assets of the Agency Trust to or for the beneM of such persons. in such manner in suGh
form(s), in such amounts and for such purposes as may be specMed In such
directions. The Trustee at the diredion of the Plan Administrator or Delegatee may make any distribution required to be made by it hereunder by deiiverlng to the Plan Administrator or Delegatee:
Its check payable to the person to whom such'dlstrlbution is to be made,
for delivery to suoh person; or
its check payable to an insurer for the benefit of wch pereon, far delivery
by such Insurer; or 1nsurance.contrads held on the life ofthe Participant to whom or with respect to~whorr~'the~diiution:ds:~hg . made,. for redellvery to thdperbon tci whornsmh'dstributionktuhe made; provided , .
that any contract distrlbuted~shalFbesndo& es?non.treneferable:.. ,,
In' dimding the Trust& to make distributions, the Plan Administrator or
Delegatee shall -follow the provisions of the Pian and shall not direot that any dlstribution be made either during the.exlstence, or upon discontinuance of ,W
Ph. .which Would cause.any part of the Assets of..the AQency,T+t to be. used for or diverted to purposes other than a8 provided in-the Plan and this PARS
Trust In no event shall the Trustee have any responsibility, respecding the application of such dlstributlons, nor for determining or lnqulrlng into whether
such distributions are In accordance with the Pian.
I.
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5.18 Participant Directed Accounts
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The Member Agency may, by written resolution and execution of the Adoption Agreement, terminate the Plan Administrator's right to direct the investment and management of all or any portion of the Assets of the Agency Trust and allow Participants to direct their own account balances ("Participant Directed ,, 1, Accounts"). Notwithstanding any other provision of this Trust Agreement, for Participant Dlrected Accounts, the Trustee shall be entitled to act upon proper '. directions of the Pian Administrator, Trust Administrator. and Participants including directions in writing, or oral Instructions which Trustee in its discretion may follow without receipt of written instructlons. Instruction glven by photostatle teietransmission using facsimile signature, or those .instructions whlch are digitally recorded on the UBOC Voice Response Vnlt (VRUYJ or..intemet webslte. Trustee is hereby authorized to record conversations and.tranamissions made in tonnection-with the Agency Trust. Trustee's'recording or ladcof recording of any such oral, internet or digital instructions. and/or receipt or lack of recelpt of facsimile transmissions, as reflected in the Trustee's'records maintained In the.
ordinary cougse of business shall constitute conclusive proof of Trustee's receipt, or non-receipt of such instructions.
The Trustee and/or Trust Administrator shall not be liable in any manner for ,I investment or other lasses or other liablllty attributable to Paltldpanfs direotions, ..
' or lack thereof, or exerdse of control over the investments of their Participant Directed Accounts. Llkewise, the Trustee and/or Trust Administrator shall have ,.
' . no.dutyar.'responsibility to review, monitor or make recommendations regarding investments made at the didion of the Participants or the Pian Administrator.
In order for Member Agency to be relieved of Investment fiduciary Ilability, the requirements of California law including Sedion 53213.5 of the California Government must be met. The Plan Adminisbator shall eatablbh unllom
' and .nondiscriminatory rule6 .for the operation of the Partldpant Directed Acmunts,~including whether.the'Partldpant,shall dlrect.the;;Ttastee or.dim4 the
' Plan d ad mini abet or who dlreds%e . Trust:.Adminl$trabt% ~who-..fonnrardo suoh
directions to the Trustee: Me~~iAgen~~hall;~d~~nat~!~e~~,. Participant
Direotd Acoounta are to.be established pursuant to the provisions of sectlon , . ",
5.18(a) or 6.18@), below: !
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(a) ParticipsaLplcndrpn In ... . idualhr Directed AccounQ. If the .Mem&r '.' 1
over their own segregated aooount balancea ("lndviduaky DIm&d 8 "' .':'I Accounr or 'IDA3. Investments may be diredsd by Participants into assets admin~ely acceptable to Trustee. as limited by guidelines developed by the Plan Admlnistrator (the 'Permlsnible Investment Guldellnes"). Plan Administrator shall notw Partidpants of the Plan's Permissible lnvcstment Guidelines a$ in effect from Ume to tlme. In the 'absence of directions from a Partidpant, the Pian Administrator may dlmd ! the investment of the IDA The Trustee may refuse to comply wfth the , 1
' 'Agency has so ek&d;Participants may have .investment diredon power . . ,
(,
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24
2a7-12 PEL
directions of the Participant to invest in assets other than those listed in tts
Permissible Investments Guidelines or with directions which the Trustee
deems to be improper or contrary to the provisions of the Plan and Agency
Trust or the Internal Revenue Code and shall have no liability for such
refusal.
.I
(b) Participant Directed Account within Plan Administrator Selected
Investment Options (“SelectBENEF/T Accounts7: If the Member Agency
so elects, the Participant‘s-Account Balance shall be segregated into a
Participant Directed Account (“SelectBENEFlT Account”), over which the
Participant.may direct investment into one. or rnore,investment alternatives
(‘Investment Options”), .The Plan .Administrator. or its appointed
Investment Fiduciary shall. have full responsibilitytfor :designating the
Investment Options under the Plan and for selecting the underlying
investment vehicle(s) for each designated Investment .Option into which a
Participant may direct investment of his or her SelectSENEFIT Ac&unt.
To the extent allawed by law, neither the Member .Agency, the Plan
Administrator, the Trust Administrator nor the TNSbe shall have any
responsibility for monitoring the directions of the Participant nor shall the
Member Agency, the Plan Administrator, the Trust Administrator or the
Trustee be liable in any manner for investment or other losses or other
liability for following directions of a Participant.
(c) If SelectSENEFlT Accounts are. established, notwithstanding ‘any other
provision of this Trust Agreement, the Member Agency may appoint the
Trustee to provide ministerial sewices as recurdkeeper for ‘such accounts
by so indicating in the Member Agency‘s Adoption Agreement, provided
that an acceptable service agreement has been executed by and between
the Member Agency, the Plan Administrator, the Trustee and the Trust
Administrator,
I I. I
Article VI
’ FIDUCIARY RESPONSIBILITIES
6.1 More Than One Fiduciary Capacity
Any one or more of the fiduciaries with respect to the PARS Trust Agreement or the Agency Trust may, to the extent required thereby or as directed by the Plan
Administrator pursuant to this PARS Trust Agreement and the Plan, serve in
more than one tiduciafy capacity with respect to the PARS Trust Agreement, the
Agency Trust and the Plan.
2-7-12 PEL
25
6.2 Flduciary Discharge of Duties
Except as otherwise provided in the Code and applicable law each fiduciary shall
discharge such fiduciary's duties with respect to the PARS Trust Agreement and the Plan:
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Solely in the interest of the Participants and far the exclusive purpose of providing benefits to Participants. and defraying reasonable expenses of administering the Plan. with the care, skill, prudence, and dlligence under the
circumstances then pfeualllng that a prudent man acting in a like capacity and Familiar with such matters would use in the conduct of an enterprise of llke
character and with llke aims. By diversifying the investments of the Plan and the AQency Trust so as ta~minlmlze the'risk'of loss and:& maxlR11zethe rate of .:
tuWrn. unless under the circumstances it is clearly prudentmdtardo so. .
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6.3 Urnitations on Flduciaty Responsiblllty
To the extent permitted by appllcable law:
No fkluciaty shall be liable with respect to a breach of fiduciary duty by any other
fiduciary if such breach was committed before such party beaame a fiduciary or , , after such party ceased to be a fiduciary.
No fiduciary shall be liable for a breach by another fiduciary unless the nom
- breachlng nduclary knowingly participates in such a breach, knowingly
undertakes to conceal.suoh'breach, or has actual knowlsdge of such breach and
fails to take reasonable stsps to remedy such breach.
No iiduclary shall bo liable for carryirrg out a proper dlrectlon .from another flduciary, lndudlng refraining from Wing an adon in the absence of a proper dirkdon' btn tlie other ,~uclary.:pos'~singe.~autho~~~~pons~llib to 'dke such a~d1redon;which di~ctlon.the.flduclary:In,.~lth believes to be . I
,authorired and appropriate.
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6.4 Indsmnlfkation of TNS~ by Member Agency
The Trustee shall not be liable for, and Member Agency shall Indemnify, defend
(as set out in 8.8 of this Trust Agreement), and hold the Tnrsiee (moludhg its officers, agents, employees and attorneys) and other Member Agenoies and Alternate Trustees. harmless from and against any daims. demands, loss, costs. expense or liability imposed on the indemnified paw, inoludq reasonable attorneys' fees and costs incurred by the indemnified petty, arising as a result of
misconduct in the execution or performance of its duties under this Trust Member Agency's active or passive negligent act or omission or willful
Agreement.
6.5 Indemnification of Member Agency by Trustee
The Member Agency shall not be liable for, and Trustee shall indemnify, defend
(as set out in 6.8 of this Trust Agreement), and hold the Member Agency
(including its officers, agents, employees and attorneys) and other Member
Agencies and Alternate Trustees, harmless from and against any claims,
demands, loss, costs, expense or liability imposed on the indemnified party,
including reasonable attorneys' fees and costs incurred by the indemnified party,
arising as a result of Trustee's active or passive negligent act or omission or
willful misconduct in the execution or performance of its duties under this Trust
Agreement.
6.6 Indemnification of Trustee by Trust Administrator
The Trustee shall not be liable for, and Trust Administrator shall indemnify and
hold the Trustee (including its oficers, agents, employees and attorneys)
harmless from and against any claims, demands, loss, costs. expense or llabilii
imposed on the indemnified party, including reasonable attorneys' fees and costs
incurred' by. the indemnified party, arising as a result of .Trust Administrator's , . ' . ,
active or passive negligent act or omission or willful misconduct in the execution
or performance of its duties under this Trust Agreement.
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6.7 Indemnification of Trust Administrator by Trustee
The' Trust Administrator shall not be liable for. and. Trustee shall indemnify and ,.
hold the Trust Administrator (including *tS officers. agents, employees and attorneys) harmless from and against any claims, demands, loss, costs. expense
or liability imposed on the indemnified party,.induding reasonable attorneys' fees
and cosk incurred by- the indemnified,patly, arising as a result of Trustee's active
or passlve negligent act or omi~ion~~or~.~illful~!~isconduct~n~~~e .execution or performance of its duties under this Twst Agreement
,. , "
68 lndemnmcation Procedures
-Promptly after receipt by an indemnified party of notice or receipt of a claim or
' 'the cornmencement of any action Far which indemnification may. be sought, the
indemnfied pafty will notify the indemnifying party in ,writing of the receipt or
commencement thereof. When the indemnifying party has agreed to .provide )1
defense as set out above that party shall assume the defense of such action
(including the employment of counsel, who shall be counsel satisfactory to such
indemnitee) and the payment of expenses, insofar as such adion shall relate to
any alleged liabilii in respect of which indemnity may be sought against the
indemnifying party. Any indemnified party shall have the right to employ
separate counsel in any suchaction and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the
33
indemnifying patty unless (i) the employment of such counsel has been
specifically authorized by the indemnifying patty or (ii) the &ned parties to any
such action (including any impleaded parties) include both the indemnifying patty
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interest between them.
The indemnifying patty shall not be liable to indemnify any person for any
.settlement of any such action effected without the indemnifying party’s consent.
6.9 No Joint and Several Liability
This document is not intended to and does not create any joint powers
agreement or any joint and several .liability. No .Member Agency shall be
responsible for any contributions,” costs or distribMlonsmf :any other Member
Agency.
Article VI1
AMENDMENT, TERMINATION AND MERGER
7.1 No Obligation to Continue Plan and Trust
Continuance of the Agency Trust, participation in the PARS Trust Program and
continuation of the Plan are not assumed as a contractual obligation of the
Member Agency.
7.2 Amendments
(a) The PARS Trust Agreement may only be amended or terminated as
provided herein. A two-thirds..majority..or.~~e~~~e~ember 4genoies
shall have the rightto amend.this~ust’-Agreement~~~me ta time, ,and
to similarly amend orcanoel,,anyamendments;. -A.cgpymf all amendments
shall be delivered to the ,Trustee, the .~Trust~~Admlnlstrator. and Plan
Administrators promptly as each is made.
(b) I Such amendments shall be set forth in an instrumbnt in, writing executed
by the amending party, the Trust Administrator and the Trustee. Any
’ amendment may be current, retroactive or prospective, pmvided, ,
however, that no amendment shall:
(1) Cause the Assets of any Agency Trust to be used for or diverted to
purposes other than for the exclusive benefit of Participants who
have an interest in such Agency Trust or for the purpose of
defraying the reasonable expenses of administerlng such Agency Trust.
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(2) Have any retroactive effect so as to reduce the benefits of any
Participant having an interest in the Agency Trwt asof the date the
amendment is adopted, except that such changes may be made as
may be required to permit this PARS Trust Agreement to meet the
requirements of applicable law.
(3) Change or modrfy the duties, powers or liabiliiies of theTrustee or
the Trust Administrator hereunder without its consent.
(4) Permit the Assets of any Agency Trust to be used for the benefit of
any other Plan of the Member Agency unless the Member Agency
agrees to such use.
7.3 Termination of Plan
A termination of the Plan for which the Agency Trust was estabrihed shall not, in
itself. effect a termination of an Agency Trust. UpOn.any termination of the Plan,
the Assets ofthe Agency Trust shall be distributed by the Trustee as and when
directed by the Plan Administrator. From and after the ,date of such termination
of the Plan and until final distribution of the Assets the Trustee.shall 'continue to
have all the powers provided herein as are necessary or expedient forthe orderly
liquidation and distribution of such assets and the Agency Trust shall continue
until the interests of all Participants have been completely distributed to or for the
benefit of the Participants in accordance with the Plan.
7.4 Reversion
In the event a Member Agency's Plan is terminated, the vested interest of any
Participant shall-not ba dirninished'or adversely afkcted: Except as may be.
provided in this Trust Agreement or the Plan, such termination shall not vest in the Member Agency any corpus'.ro~::incomei:under 4hq&m,@&T~st, .nor permk
'the Plan to discrimindie as to ooverage;.or:'as!~allocatianTof...n~b~o~s . or . ..
earnings. in favor of employees-who .r.are,Wficeni-:&adqolders, or 'highly
,axnpensated, nor cause the Agency Trust -to -lose- its :exemption. pursuant 'to .501(a) ofthe.Code..\No modification. amendment.or-termination of4he.Plan shall ',
be construed to be a termination of the Agency Trust so as to require the Trustee.
to make a distribution of any of the Assets of the Agency T~st to any Participant.,
In order to make such distribution the Trustee must receive written. Inskudons
.fromrthePlan Administratoror Delegatee in a form acceptable to the Trustee. . . .
If any Member Agency adopts a Plan whose assets are maintained in an Agency Trust and makes application to the Internal Revenue Senrice, within one year from the date of adoption of such Plan. for a determination that such Plan is a
qualified plan under Sechon 401 (a) of the Code, and if such Plan is determined
by the Internal Revenue Service not to be a qualified Plan, then all contributions
29
Wdf-12 PEL
7.5
7.6
7.7
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8.1
and investment income attributable to such Plan shall be returned to the Member
Agency upon application to the Trustee.
Fund Recovery Based on Mistake of Fact
Except as hereinafter provided, the Assets of the Agency Trust shall never inure
to the benefit of the Member Agency. The Assetsshall be held for the excluslve
purposes of providing benefits to Participants having an interest in the Plan and
defraying reasonable expenses of administering the Agency Trust. The sole
exception to the foregoing is as follows:
Mistake of Fact. In the case of a contribution which is made by the Plan
Administrator because of a mistakecofbact,.that:portionr~~~~nMbution. relating .
to ,the'.mistake of fact (exclusive;:of..any..eamings .oc:Jossesattriible ,Whereto)
may be returned to the Plan Administrata~,--p~~ded:such~~etflm occurs within
one (1) year after discovety by the Plan Administrator of the mistake. If any
' repayment is 'payable. to the .Plan Administrator, then, .as a condition to such
repayment, and only if requested by Trustee, the Plan Admlnistrator shall execute, acknowledge and.deliier to the Trustee its writtenundertaking. in a form satisfactory to the Trustee, to indemnify, defend and hold the Trustee hamdess
from all claims, actions, demands or liabilities arising in connedlon with such
repayment.
Transfers from Other Qualied Plans i
Notwithstanding any.other 'provision hereof, there may..be transferred to the
Trustee, upon direction of the Plan Administrator, all or any of the'assets held
(whether by a trustee, custodian or otherwise) on behalf of any other plan which
satisfies the applicible requirements of Section 401. of ,the Code: and which is
maintained for the.beneftt of any persons who are'or will becorne~Partidpants in the Plan.
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TermiMtion I.
'.The.PAR3 Trust 'Agreementmay be tminated .only by.a.unanimouu.agreement ...
'of,all'Mernber Nencles. ':Such..action must be in writing and, delivered to the
Trustee and Trust Administrator.
Artide Vlll
MISCELLANEOUS PROVISIONS
Nonalienation
TO the maximum extent permitted by law, a Participant's interest in the Agency
Trust shall not in any way be liable to attachment, garnishment, assignment or
..
2567-12 PEL
30
other process. or be seized, taken, appropriated or applied by any legal or
equitable process, to pay any debt or liability of the Participant or 8ny other party.
Agency Trust Assets shall not be subject to the claims of the Member Agency or
the claims of its creditors.
8.2 Saving Clause ,I ., I,
In the event any provision of this PARS Trust Agreement and each Agency Trust
is held illegal or invalid for any reason, said illegality or invalidity shall not affect
the remaining parts of the PARS Trust andlor Agency Trust, but this instrument
shall,be construed and enforced as if said provision had never been included.
8.3 Applicable Law
This PARS Trust Agreement and each Agency Trust .shall. ,be 'wnstrued,
administered and governed under the Code and the applicable provisions of , . ,
California law. .To'theiextent any of the provisions-of this.Trust Agreement or the
'Plan ae inconsistent with the Code or applicable California law, the provisions of . '
the Code or California law shall control. In the event, however. that any provision .,
is susceptible to more.than one interpretation, such interpretation shall be given
thereto as is consistent with the Trust Agreement and the Plan being a qualified
governmental retirement trust and plan within the meaning of the Code.
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6.4 Joinder of Parties
': * In-anyaction-otother judicial proceedings affecting.this,Trust Agreement, it shall ..
be necessary to join as parties only the Trustee, the Plan Administrator or
Delegatee. No participant or other persons having an. interest in any Agency '.Trust stiall~be :entitled to any notice or servicwof process-unleas, othenvise
requlred.by law. Any judgment entered in such a proceeding or action shall be
binding on all.peieons-.clairning under this Trust2Agreernent; :.pmvided.rhowever.
' ' thetnothingWthi6 TrustAgreementshall be-lconstnred~asl.ta.dep~~~~a~~pant
- o~.such.participanrs.~rig~to :seek,'adjudication,::of:such.ipa~pa~s.-gh~. under . ,. .
applicable law.
8.5 Employment of Counsel
The Trustee may consult with legal counsel (who may be counsel for the Trustee
' ' . or: MemberAgency"Plan Adminkfrator) and-charge the Agency Trust.
8.6 Gender and Number
Words used in the mascullne. feminine or neuter gender shall each be deemed
to refer to the other whenever the context so requires; and words used in the
singular or plural number shall each be deemed to refer to the other whenever the context so requires.
2557-12 PEL
31 33
8.7 Headings
Headings used in this Trust Agreement are inserted for convenience of reference only and any conflict between such headings and the text shall be resolved in fevor of the text.
8.8 Counterparts
The Adoption Agreement of this Trust Agreement may be executed in an original and any number of counterparts by the Plan Admlnlstrator (executing an Adoptlon Agreement). the Trust Administrator and the Trustee, each of which shall be deemed to. be an original of the onemnd the same Instrumgat .
: Mide IX
ACKNOWLEDGMENT AND ACCEPTANCE
The provisions of the 'PARS Trust Agreement as contained herein are. hereby amended and restated as of July 1.1009 (the "Amended Effective Date")
IN WlTNESS WHEREOF. the Plan Admlnlstrator (by exocuUng the Adoption Agreement) the Trust Administrator.and Trustee have executed thls Trust Agrwment by their.rluly authorized agents on thisl9th day of January, 2000,
AChOWLEDQED AND ACCEPTED this 10th day of January, 2060.
THE TRUSTEE THE.TRUSTADMINISTRATOR
' UNION BANK OF CALIFORNIA, N.A.
. By:
THk Senior Vice President We: President V
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EXHIBIT “A”
ADOPTION AGREEMENT
TO THE
PARS TRUST AGREEMENT
Member Agency: City of Carlsbad
Plan Name: PARS Separation Incentive Plan
Plan Effective: March 15,2002
Plan Administrator: Raymond R. Patchett
Title: City Manager
Address: 1635 Faraday Avenue
Carlsbad, CA 92008-7314
The above referenced California public agency (“Member Agency”) adopts the PARS Trust
Agreement, as amended and restated effective 7/1/99, as the trust portion (“Agency Trust”) of the
above referenced qualified plan (“Plan”), effective as of the date set out above. Pursuant to
resolution number 2002-096, dated 3/26/02, which authorizes the adoption of the PARS Trust
Agreement and names the above referenced individual by position of employment to act on behalf of
the Member Agency in all matters relating to the Member Agency’s participation in the PARS Trust
Program and Agency Trust (“Plan Administrator”), the Plan Administrator certifies the following
entities within the Agency Trust:
TRUSTEE: Union Bank of California N.A.
TRUST ADMINISTRATOR: Phase I1 Systems
INVESTMENT FIDUCIARY: Union Bank of California N.A., acting through its affiliate
Higbmark Capital Management
By: Title: City Manager
Date:
ACCEPTED:
Trust Administrator: Phase I1 Systems
By: Title: PRESIDENT
Date:
Trustee and Investment Fiduciary: Union Bank of California, N.A.
By: Title:
Date: