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<br />AGREEMENT FOR ADMINISTRATIVE SERVICES <br />This agreement ("Agreement") is made this day of , 2009, between Phase II <br />Systems, a corporation organized and existing under the laws of the State of California, doing <br />business as Public Agency Retirement Services (hereinafter "PARS") and the City of San <br />Leandro ("Agency"). <br />WHEREAS, Agency has adopted the PARS Public Agencies Post-Retirement Health Care <br />Plan (the "Plan"), and is desirous of retaining PARS, as Trust Administrator to the PARS <br />Public Agencies Post-Retirement Health Care Plan Trust, to provide administrative services. <br />NOW THEREFORE, the parties agree: <br />1. Services. PARS will provide the services pertaining to the Plan as described in the <br />exhibit attached hereto as "Exhibit lA" ("Services") in a timely manner, subject to the <br />further provisions of this Agreement. <br />2. Fees for Services. PARS will be compensated for performance of the Services as <br />described in the exhibit attached hereto as "Exhibit 1 B". <br />Payment Terms. Payment for the Services will be remitted directly from Plan assets <br />unless the Agency chooses to make payment directly to PARS. In the event that the <br />Agency chooses to make payment directly to PARS, it shall be the responsibility of the <br />Agency to remit payment directly to PARS based upon an invoice prepared by PARS and <br />delivered to the Agency. If payment is not received by PARS within thirty (30) days of <br />the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per <br />month. If payment is not received from the Agency within sixty (60) days of the invoice <br />delivery date, payment plus accrued interest will be remitted directly from Plan assets, <br />unless PARS has previously received written communication disputing the subject <br />invoice that is signed by a duly authorized representative of the Agency. <br />4. Fees for Services Beyond Scope. Fees for services beyond those specified in this <br />Agreement will be billed to the Agency at the rates indicated in the PARS' standard fee <br />schedule in effect at the time the services are provided and shall be payable as described <br />in Section 3 of this Agreement. Before any such services are performed, PARS will <br />provide the Agency with written notice of the subject services, terms, and an estimate of <br />the fees therefore. <br />Information Furnished to PARS. PARS will provide the Services contingent upon the <br />Agency's providing PARS the information specified in the exhibit attached hereto as <br />"Exhibit 1 C" ("Data"). It shall be the responsibility of the Agency to certify the <br />accuracy, content and completeness of the Data so that PARS may rely on such <br />information without further audit. It shall further be the responsibility of the Agency to <br />deliver the Data to PARS in such a manner that allows for a reasonable amount of time <br />for the Services to be performed. Unless specified in Exhibit 1 A, PARS shall be under <br />no duty to question Data received from the Agency, to compute contributions made to the <br />Plan, to determine or inquire whether contributions are adequate to meet and discharge <br />liabilities under the Plan, or to determine or inquire whether contributions made to the <br />Page 1 <br />