Loading...
HomeMy WebLinkAboutPUBLIC AGENCY RETIREMENT SERVICES (PARS) - 2020INSURANCE ON FEE WORK MAY PROCEED A-2020-119 UNTIL INSURANCE EXPIRES JUN19 OS-v�/ CLERKKOF COUNCIL AMEWPI) AND RESTATED AGREEMENT FOR ADMINISTRATIVE SERVICES lTA9�r� This Amended and Restated Agreement for Administrative Services ("Agreement") is made this 2 day of June , 2020 between Phase 11 Systems, a corporation organized and existing 011 yip t� under the laws of the State of California, doing business as Public :Agency Retirement "Services and PARS (hereinafter "PARS") and the City of Santa Ana ("Agency"). WHEREAS, Agency adopted the City of Santa Ana 3121 Part -Time Social Security Alternative Retirement Plan (the "Plan") effective December 19, 2011, in conjunction with the PARS Trust Document ("PARS Trust"), with PARS as Trust Administrator to the PARS Trust, to provide administrative services; WHEREAS, Agency and PARS desire to amend and restate the original agreement, entered into on December 19, 2011, to provide administrative services and to modify certain terms and conditions thereof, including but not limited to Force Majeure, Exhibit 113, Fees for Services and Exhibit 1D, Portal; WHEREAS, by written resolution and pursuant to Sections 1.1 and 2.1 of the PARS Trust, the Agency's governing body appointed by position or title a Plan Administrator to act on its behalf in all matters relating to the Plan and PARS Trust ("Plan Administrator"); WHEREAS, pursuant to Section 3.3 of the PARS Trust, the Agency has the power to delegate certain duties related to the Plan, and PARS accepts those duties pursuant to the terms contained in the Agreement, and that this Agreement represents the entire delegation of duties to PARS from the Agency with regards to the Plan; WHEREAS, PARS accepts the terms of this Agreement with the understanding by the Agency and Plan Administrator that PARS does not hold custody of any assets of the Plan, and does not have any independent authority or discretion for the investment, distribution or escheatment of Plan assets without the express consent of, and direction from the Plan Administrator. NOW THEREFORE, THE PARTIES AGREE: 1. Services. PARS will provide the services pertaining to the Plan as described in the exhibits attached hereto as "Exhibit IA" ("Services") and Exhibit 1D ("Portal") 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". 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 #39554v2 55A-6 disputing the subject invoice that is signed by a duly authorized representative of the Agency. 4. Fees for Services Beyond Scope. Fees for services beyond those specified in this Agreement will be billed to the Agency at the rates indicated in the PARS standard fee schedule in effect at the time the services are provided and shall be payable as described in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with a detailed description of the services, terms, and applicable rates for such services. Such services, terms, and applicable rates shall be agreed upon in writing and executed by both parties. 5. Information Furnished to PARS. PARS will provide the Services contingent upon the Agency providing PARS the information specified in the exhibit attached hereto as "Exhibit 1C" ("Data"). It shall be the responsibility of the Agency to certify the accuracy, content and completeness of the Data so that PARS may rely on such information without further audit. It shall further be the responsibility of the Agency to deliver the Data to PARS in such a manner that allows for a reasonable amount of time for the Services to be performed. Unless specified in Exhibit 1A and Exhibit 1D, 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 if such non performance is caused by or results from erroneous and/or late delivery of Data from the Agency. In the event that the Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit 1C, and this goes uncured for sixty (60) days after having received written notice of such deficiency, PARS reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than thirty (30) days written notice to the Agency. 6. Suspension of Contributions. In the event contributions are suspended, either temporarily or permanently, prior to the complete discharge of PARS' obligations under this Agreement, PARS reserves the right to bill the Agency for Services under this Agreement at the rates indicated in PARS' standard fee schedule in effect at the time the services are provided, subject to the terms established in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore. T Plan Distributions. The Plan Administrator is responsible for notifying PARS of any Participant's eligibility for a distribution, and PARS accepts the Plan Administrator's contractual delegation of distribution processing and certain escheatment responsibilities. PARS is entitled to rely on, and is under no duty whatsoever to audit the efficacy of the Agency's procedures for identifying an employee's change -in -status or eligibility for a distribution. 8. Non -Contribution Reports. PARS prepares and submits a periodic Non - Contribution report to the Plan Administrator which includes all Participants who have received no new contributions for a period of time, as specified by the Plan #39554v2 55A-7 Administrator. PARS is not obligated by law or otherwise to provide a Non - Contribution report and this report in no way obligates PARS to generate distributions without specific instruction from the Agency's Plan Administrator as outlined in Section 7. 9. Escheatment of Unclaimed Accounts. PARS will administer the escheatment of Participant accounts, which are deerned unclaimed pursuant to applicable state and federal laws, under the conditions further described in the provisions of this Agreement. It is acknowledged by the Agency and Plan Administrator that any escheatment duties that PARS has, arise only as a result of contractual, not statutory, obligations that PARS accepts as a delegatee of the Plan Administrator, as contained in this Agreement. For the purposes of determining the timing of distributability under any unclaimed property law, a Participant account becomes "payable or distributable" as of the date on which the Plan Administrator notifies PARS, in an acceptable form of notification, of a change -in -status together with the proper authorization to commence the distribution process. 10. 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. 11. 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. 12.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. 13. Indemnification. PARS and Agency hereby indemnify each other and hold the other harmless, including their respective officers, directors, employees, agents and attorneys, from any claim, loss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by the other as a consequence of PARS' or Agency's, as the case may be, acts, errors or omissions with respect to the performance of their respective duties hereunder. However nothing contained herein shall result in any liability express or implied on behalf of PARS for any plan inadequacies, negligent plan administration or any claim and/or loss arising out of #39554v2 55A-8 such plan inadequacies and/or negligent plan administration by any plan and/or trust administrator prior to the retention of PARS as the Trust Administrator pursuant to the terms and conditions of this Agreement. 14. Compliance with Applicable Law. The Agency shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding the administration of the Plan. PARS shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding Plan administrative services provided under this Agreement. 15. 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. 16. 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 its performance is prevented by such cause. Such cause shall include, but not be limited to: any incidence of fire, flood, acts of God or unanticipated communicable disease, acts of terrorism or war commandeering of material, products, plants or facilities by the federal, state or local government, a material act or omission by the other party or any law, ordinance, rule, guidance or recommendation by the federal, state or local government, or any agency thereof, which becomes effective after the date of this Agreement that delays or renders impractical either party's performance under the Agreement. 17. 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. 18. 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. 19. 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 Kannan Avenue, Suite 100, Newport Beach, CA 92660; Attention: President #39554v2 55A-9 (B) To Agency: City of Santa Ana; 20 Civic Center Plaza, M-17, P.O. Box 1988, Santa Ana, CA 92702; Attention: Executive Director of Finance and Management Services Notices shall be deemed given on the date received by the addressee. 20. Term of Agreement. This Agreement shall remain in effect for the period beginning July 1, 2020 and ending June 30, 2025 ("Term"). with provisions for two one-year extensions. 21. This Agreement will continue unchanged for three (3) successive twelve-month periods following the Tenn unless either party gives written notice to the other party of the intent to terminate prior to ninety (90) days before the end of the Tenn or successive twelve-month terms. 22. Amendment. This Agreement may not be amended orally, but only by a written instrument executed by the parties hereto. 23. 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 terns, 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. 24. 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. 25. 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. 26. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 27. Effective Date. This Agreement shall be effective and control the obligations and duties of the parties hereto as of the date first above written. (Signatures on Following Page) #39554v2 55A-10 AGENCY: CITY OF SANTA ANA KRISTINE RIDGE City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY: Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: ,f'afli�cur ,7buirzr BY: Kathryn Downs, CPA, Executive Director Finance and Management Services PARS: BY: Tod Hammeras TITLE: Chief Financial Officer DATE: e �ZO 2c7 j 439554v2 55A-11 ATTEST: I / •Y GOMEZ Clerk of the Council EXHIBIT IA SERVICES PARS will provide the following services for the City of Santa Ana 3121 Part -Time Social Security Alternative Retirement Plan: 1. Plan Administration Services: (A) Monitoring the receipt of Plan contributions made by the Agency to the trustee of the PARS Trust ("Trustee"), based upon information received from the Agency and the Trustee; (B) Performing periodic accounting of Plan assets, including the allocation of employer and employee contributions, distributions, investment activity and expenses (if applicable) to individual Participant accounts, based upon information received from the Agency and/or Trustee; (C) Acting as ongoing liaison between the Participant and the Agency in regard to distribution payments, which shall include use by the Participants of toll -free telephone communication to PARS; (D) Coordinating the processing of Participant distribution payments pursuant to authorized written Agency certification of distribution eligibility, authorized direction by the Agency, the provisions further contained in this Agreement, and the provisions of the Plan; (E) Directing Trustee to make Participant distribution payments, pursuant to the Agency authorization provisions in this Agreement, and producing required tax filings regarding said distribution payments; (F) Notifying the Trustee of the amount of Plan assets available for further investment and management, or, the amount of Plan assets necessary to be liquidated in order to fund Participant distribution payments; (G) Coordinating actions with the Trustee as directed by the Plan Administrator within the scope this Agreement; (H) Preparing and submitting a periodic Non -Contribution report which includes all Participants who have received no new contributions for a period of time as specified by the Plan Administrator, unless directed by the Agency otherwise. PARS is not obligated by law or otherwise to provide a Non -Contribution report and this report in no way obligates PARS to generate distributions without specific instruction from the Agency Plan Administrator as outlined in Section 7 of this Agreement; (I) Preparing and submitting a monthly report of Plan activity to the Agency, unless directed by the Agency otherwise; (J) Preparing and submitting an annual report of Plan activity to the Agency; (K)Preparing individual annual statements and mailing in bulk to the Agency, unless directed by the Agency otherwise. #39554v2 55A-12 3. Plan Compliance Services: Coordinating and preparing amendments to the Trust, Plan and other associated legal documents required by federal and/or state agencies to maintain the Plan in compliance, for review by Agency legal counsel. 4. PARS is not licensed to provide and does not offer tax, accounting, legal, investment or actuarial advice. #39554vZ 55A-13 EXHIBIT 113 FEES FOR SERVICES PARS will be compensated for performance of Services, as described in Exhibit lA based upon the following schedule: (A) A distribution fee equal to $20.00 per terminated Participant ("Distribution Fee"), which shall be deducted solely from the terminating Participant's account. If the total value of the Participant's account is less than $100.00 then the Distribution Fee will not exceed the Employer contributed portion of the account. (B) An annual asset fee paid from Plan assets based on the following schedule ("Asset Fee"): For Plan Assets from: Annual Rate: $1 to $1,000,000 1.00% $1,000,001 to $2,500,000 M5% $2,500,001 and above 0.50% Annual rates are prorated and paid monthly. The annual Asset Fee shall be calculated by the following formula [Annual Rate divided by 12 (months of the year) multiplied by the Plan asset balance at the end of the month within each asset range]. The total Asset Fees due in a given month shall be allocated proportionately among Participants of the Agency's Plan in that month, based on account balance. Trustee and Investment Management Fees are not included. (C) A fee equal to the out of pocket costs charged to PARS by an outside contractor for fonnatting contribution data on to a suitable magnetic media, charged only if the contribution data received by PARS from the Agency is not sent electronically (Excel, CSV, TXT, or other approved format) ("Data Processing Fee"). #39554v2 55A-14 EXHIBIT 1C DATA REQUIREMENTS PARS will provide the Services under this Agreement contingent upon receiving the following information: 1. Contribution Data — transmitted to PARS electronically (Excel, CSV, TXT, or other approved format) containing the following items of employee information related to the covered payroll period: (A) Agency name (B) Employee's legal name (C) Employee's social security number (D) Payroll date (E) Employer contribution amount (F) Employee contribution amount 2. Distribution Data — written Plan Administrator's (or authorized Designee's) direction to commence distribution processing, which contains the following items of Participant information: (A) Agency name (B) Participant's legal name (C) Participant's social security number (D) Participant's address (E) Participant's phone number (F) Participant's birthdate (G) Participant's condition of eligibility (H) Participant's effective date of eligibility (1) Signed certification of distribution eligibility from the Plan Administrator, or authorized Designee 3. Executed Legal Documents: (A) Certified Resolution (B) Plan Document (C) Trust Agreement (D) Trustee Investment Forms 4. Other information pertinent to the Services as reasonably requested by PARS. #39S54v2 55A-16 EXHIBIT 1D PORTAL Participants in the Plan will have the ability to access and view their retirement benefits information on a read-only basis through a web -based portal available at httpsa/myaccount.nars.ore (the "Portal"). 1. Agency allows PARS to provide Participants with the right to access and use the Portal, subject to terms and conditions herein and the applicable Participant's acceptance of, and compliance with, the Portal's Terms of Service and Privacy Policy located at https://niyaccoant.nars.org. 2. To provide Participants the ability to access and use the Portal, PARS will utilize certain personally identifiable information about Participants that Agency has previously provided to PARS including without limitation; first and last names, email addresses, postal addresses, telephone numbers, dates of birth, social security numbers, and any other identifier that permits the physical or online contacting of a Participant. Agency further authorizes PARS to collect directly from Participants any of the aforementioned personally identifiable information not previously provided to PARS by Agency. Agency hereby acknowledges and consents to such use of Participant personally identifiable information. 3. Agency represents, warrants, and covenants that it has and will have the right to (i) provide the personally identifiable information of the Participants as set forth in Section 2 of this Exhibit (ii) allow PARS to use the personally identifiable information of the Participants for Portal access as set forth in Section 2 of this Exhibit. #39554v2 55A-16 FI N_01-2 Exhibit 2 PARS Agreement for Administrative Services RP(39554.2.._ Final Audit Report 2020-05-20 Created: 2020-05-20 By: Kristin Andrade (kandrade@santa-ane.org) Status: Signed Trensacton ID: CBJCHBCAABAAnHTSG5QY66RINHbX1XDJDOXkkw4d6Nbl "FIN_01-2 Exhibit 2 PARS Agreement for Administrative Service s RP(39554.2.._" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2020-05-20 - 6:03:12 PM GMT- IP address: 98.153.69.210 12+ Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2020-05-20 - 5:03:36 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2020-05-20 - 5:06:39 PM GMT- IP address: 184.181.108.147 cY� Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2020-05-20 - 5:06:58 PM GMT - Time Source: server- IP address: 184.181.108.147 l% Signed document emailed to Kathryn Downs (kdowns@santa-ana.org) and Kristin Andrade (kandrade@santa- ana.org) 2020-05-20 - 5:06:58 PM GMT Adobe Sign 55A-17 EXHIBIT 3 PARS BENEFIT TRUST FBO CITY OF SANTA ANA PARS 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN Effective December 19, 20.11 TRUST DOCUMENT ACCOUNT IS ENTERED INTO BY CLIENT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND/OR CUSTODIAN. This agreement is entered into between Client and U.S. Bank National Association ("U,S. Bank"), as trustee and/or custodian. U.S. Bank has authorized the Union Bank signatory on the adoption page of this Trust Document to execute trustee and/or custody services agreements and all account related documents on behalf of U.S. Bank, as 'Trustee and/or Custodian, with full authority to bind U.S. Bank for all services and duties and fee schedules hereunder. With respect to this agreement, Union Bank is acting as services oil behalf of U.S. Bank pursuant to an Interim Services Agreement dated February 1, 2012. All references in the account agreements and documents to Union Bank are replaced with U.S. Bank, and this agreeauent is by and between Client and U.S. Bank, as Trustee and/or Custodian, 55i4118 TABLE OF CONTENTS ARTICLE PAGE I Trust Fund 3 II Investments 4 SSI Trustee's Powers 7 IV Trustee's Duties 12 V Restrictions on Transfer 13 VI Resignation, Removal and Succession 14 VII Amendment 14 Vill Liabilities 15 IX Duration and Termination 18 X Miscellaneous 19 55A-19 PARS Benefit Trust I+BO City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan Effective December 19, 2011 This Trust Agreement (the "Trust Agreement" or "Trust") is made by and among the City of Santa Ana (the "Agency") as the sponsor of the PARS Benefit Trust P'BO City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan Effective December 19, 2011 (the "Plan"), the Plan Administrator or the Plan's administrative committee (the "Plan Administrator"), Union Bank, N.A., a national banking association as Trustee ("Union Bari1<, N.A." or the "Trustee") and Public Agency Retirement Services as Trust Administrator (the "Trust Administrator"). PURPOSE The Agency has established the PARS Benefit Trust PBO City of Santa Ana PARS 31.21 Part - Time Social Security Alternative Retirement Plan Effective December 19, 2011 for the benefit of eligible employees. The Agency has established this Trust for the exclusive purpose of providing Plan benefits to its employees ("Participants") and their beneficiaries ('Beneficiaries") and defraying reasonable expenses of the Plan and Trust. The Agency has reserved the right to amend this Trust from time to tinic. The Plan Administrator for this Plan and Trust shall mean the person who holds a particular position or title designated by the Agency's governing body. The Plan provides that, from time to time, cash and other assets may be provided or forwarded to the Trustee by the Agency to be held and administered in trust for the uses and purposes of the Plan, solely for the purpose of providing such benefits. Subject to specific conditions set forth in this Trust Agreement, the Trustee agrees that it will receive cash and other property of the Plan acceptable to the Trustee, constituting Plan contributions from the Agency or transfers for the benefit of the Plan, and shall hold and invest such cash and other property (the "Assets") for the uses and purposes and upon the terms and conditions stated in this Trust Agreement (the "Trust"). The Agency intends that the Plan shall qualify under Section 457(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Trust hereby created shall be treated as a trust exempt from tax under Section 501 of the Code, and shall not be subject to any claims of the Agency's creditors, ARTICLE I TRUSTFUND 1.1 Signing Authority. The Agency's Board of Trustees, Board of Directors or other duly authorized governing body shall certify in writing io the Trustee the names and specimen signatures of all those who are authorized to act as, and on behalf of, the Plan Administrator, and those names and specimen signatures shall be updated as necessary by such governing board or other duly authorized officer of the Agency. 1.2 Acceptance of Assets. All contributions or transfers shall be received by the Trustee in cash or in any other properly acceptable to the Trustee, The Trust shall consist of the contributions and transfers of Assets received by the Trustee, together with the income and earnings from such 55A:�-20 Assets, and any increments accruing to them. The Trustee shall manage and administer the Trust without distinction between principal and income. The Trustee shall have no other duty to compute any amount to be transferred or paid to it by the Agency and it shall not be responsible for the collection of any contributions or transfers due to the Trust. 1.3 Establishment of Trust. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Agency and shall be used exclusively for the uses and purposes of Participants and Beneficiaries as herein set forth. Participants and Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. 1.4 Ongoing Contributions to Trust. Agency, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither the Trustee nor any Participant shall have any right to compel such additional deposits. 1.5 No Duty of Trustee to Enforce Collection. Notwithstanding anything herein to the contrary, the Trustee shall have no authority or obligation to enforce the collection of any contribution or transfer to the Trust. 1.6 Plan Administration. The Agency and not the Trustee shall be responsible for administering the Plan (including without limitation determining the rights of the Agency's employees to participate in the Plan, determining any Participant's right to benefits under such Plan), and issuing statements to Participants of their interest in the Trust and Plan. 1.7 Participant Accounts. The Agency shall maintain, or cause to be maintained, a separate account for each Participant under the Plan (the "Account") in which it shall keep a record of the share of such Participant under such Plan in the Trust. The Agency may appoint a third -party administrator or record -keeper (the "Record -keeper") to maintain such Accounts. A Participant's Account under the Plan shall represent the portion of the Trust allocated to provide such Participant benefits under such Plan. If the Trustee is directed by the Agency to segregate the Trust into separate Accounts for each Participant, at the time it makes a contribution to the Trust, the Agency shall certify to the Trustee the amount of such contribution being made in respect of each Participant under the Plan. is Tax Reporting, The Agency and not the Trustee shall be responsible for all income tax reporting and calculation and payment of any wage withholding or other tax requirements in connection with the Trust and any contributions thereto, and any income earned thereby, and payments or distributions therefrom, and Agency agrees to indemnify and defend Trustee against any liability for any such taxes, interest or penalties resulting from or relating to the Trust, provided, however, that Union Bank, N.A., as Trustee shall file such tax reports for the "Trust as required by law and as agreed to by the parties in writing from time to time. ARTICLE 11 INVESTMENTS 2.1 Plan Administrator Authority. Except as otherwise ,provided in this Article 11, the Plan 55Ag-21 Administrator appointed by the Agency shall have all power over and responsibility for the management, disposition, and investment of the Trust Assets, and the Trustee shall comply with proper written directions of the Plan Administrator concerning those Assets. The Plan Administrator shall not issue directions in violation of the terms of the Plan and Trust or prohibited by any applicable federal or state laws or regulations governing the establishment and operation of trusts by governmental entities for the purpose of providing retirement benefits for their employees or other .individuals providing services to such entities, including, but not limited to, laws governing the actions of plan fiduciaries ("Statutes"), Except to the extent required by applicable state or federal law or regulations, or otherwise provided in this Trust Agreement, the Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding Trust Assets and shall follow investment directions and retain Assets until directed in writing, by the Plan Administrator to dispose of them. The Trustee shall not be liable for any investment decisions of the Plan Administrator or any investment losses in the Account attributable to investment decisions of the Plan Administrator. 2.2 Trustee as Manager. 'The Plan Administrator may also delegate all or a portion of its investment authority to the Trustee for all or a portion of the Trust Assets, 'Upon written acceptance of that delegation, the Trustee shall have full power and authority to invest and reinvest that portion of the Trust so designated by the Plan Administrator in investments of any kind. The "Trustee shall be responsible for proper diversification of the Assets only if all the Plan Assets are subject to its management. The Plan Administrator shall have the responsibility for establishing and carrying out a funding policy and method consistent with the objectives of the Plan, taking into consideration the Plan's short-term and long-term financial needs (hereinafter referred to as the "Permissible Investment Guidelines"). The Trustee's responsibility for investment and diversification of the Assets in the portion of the Trust for which Trustee has investment discretion shall be subject to, and is limited by, the funding policy and investment guidelines issued to it by the Plan Administrator and any Statutes. It is understood and acknowledged that the Plan Administrator, rather than the Trustee, shall be responsible for the funding policy, for overall diversification of Trust Assets (unless the Trustee has investment responsibility for all Plan Assets), for benefit allocation, distribution, and for overall compliance of the Trust with statutory limitations on the amount of the Trust's investment in any assets. 2.3 Insurance Contract. The Plan Administrator may direct the Trustee in writing to invest assets of the Trust in group or individual insurance contracts of all kinds authorized under the Plan, Statutes and Permissible Investment Guidelines provided such contracts are issued by an insurance company or companies qualified to do business in more than one state, slid the Plan Administrator shall have the sole responsibility and shall direct the Trustee with respect to such insurance contracts. The administration of these insurance contracts shall be the sole responsibility of the Plan Administrator, and the Trustee shall follow the directions of the Plan Administrator with respect to the administration of any such contracts. 2.4 Independent Investment Manager. The Plan Administrator may appoint one or more investment managers to direct the Trustee in the investment of all or a specified portion of the Trust 55A5-22 Assets, Any investment manager shall be a qualified investment advisor under the Investment Advisors Act of 1940. The Plan Administrator may also remove any investment manager. The Plan Administrator shall promptly notify the Trustee in writing of the appointment or removal of any investment manager. The Plan Administrator shall cause the investment manager to acknowledge to the Trustee in writing that the investment manager is a fiduciary with respect to the Plan and Trust. If the foregoing conditions are met, the investment manager shall have the power to manage, acquire, retain, or dispose of any Trust Assets subject to the investment manager's management and direction. The Trustee shall not be liable for the acts or omissions of such investment manager, or be under an obligation to review the investments of, or to invest or otherwise manage any asset of the Trust that is subject to the management and direction of such investment manager. 2.5 Participant Directed Accounts. The 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 Trust and allow Participants to direct their own account balances ("Participant Directed Accounts"). Notwithstanding any other provision of this Trust Agreement, for Participant Directed Accounts, the Trustee shall be entitled to act upon proper directions of the Plan Administrator, Record -keeper, and Participants including directions in writing, or oral instructions which'I'rustee in its discretion may follow without receipt of written instructions, instruction given by photostatic teletransmission using facsimile signature, or those instructions which are digitally recorded on the Union Bank Voice Response Unit ("VRU") or internet website. Trustee is hereby authorized to record conversations and transmissions made in connection with the Trust, Trustee's recording or lack of recording of any such oral, internet or digital instructions, and/or receipt or lack of receipt of facsimile transmissions, as reflected in the Trustee's records maintained in the ordinary course of business shall constitute conclusive proof of Trustee's receipt or non -receipt of such instructions. The Trustee and/or Record -keeper shall not be liable in any manner for investment or other losses or other liability attributable to Participant's directions, or lack thereof, or exercise of control over the investments of their Participant Directed Accounts. Likewise, the Trustee and/or Record -keeper shall have no duty or responsibility to review, monitor or make recommendations regarding investments made at the direction of the Participants or the Plan Administrator. In order for Agency to be relieved of investment fiduciary liability, the requirements of California law including Section 53213.5 of the California Government Code must be met. The Plan Administrator shall establish uniform and nondiscriminatory rules for the operation of the Participant Directed Accounts, including whether the Participant shall direct the Trustee or direct the Plan Administrator who then directs the Record -keeper and the Record -keeper forwards such directions to the Trustee. Agency shall designate whether Participant Directed Accounts are to be established pursuant to the provisions of section 2.5(a) or 2.5(b), below: (a) Participant Direction in Individually Directed Accounts. If the Agency has so elected, Participants may have investment direction power over their own segregated account balances ("Individually Directed Account" or "IDA"), Investments may be directed by Participants into assets administratively acceptable to Trustee, as limited by guidelines developed by the Plan Administrator (the "Permissible Investment Guidelines"). Plan Administrator shall notify Participants of the Plan's Permissible Investment Guidelines as in effect from time to time. In the absence of directions from a Participant, the Plan Administrator may direct the investment of the 55A�23 IDA. The Trustee may refuse to comply with the directions of the Participant to invest in assets other than those listed in its Permissible Investments Guidelines or with directions which the "Trustee deems to be improper or contrary to the provisions of the Plan and Trust or the Internal Revenue Code and shall have no liability for such refusal. (b) Participant Directed Account within Plan Administrator Selected Investment Options ("Directed Accounts"): If the Agency so elects, and directs the Trustee to execute appropriate legal agreements, the Participant's Account Balance shall be segregated into a Participant Directed Account ("Directed Account"), over which the Participant may direct investment into one or more investment alternatives ("Investment Options"). The Plan Administrator or its appointed Investment Fiduciary shall have full responsibility for designating the Investment Options under the Plan and for selecting the underlying investment vehicle(s) far each designated Investment Option into which a Participant may direct investment of his or her Directed Account. To the extent allowed by law, neither the Agency, the Plan Administrator, the Record -keeper, nor the Trustee shall have any responsibility for monitoring the directions of the Participant nor shall the Agency, the Plan Administrator, the Record -keeper or the Trustee be liable in any manner for investment or other losses or other liability for following directions of a Participant. (c) If Directed Accounts are established, notwithstanding any other provision of this Trust Agreement, the Agency may appoint the Trustee to provide ministerial administrative services for such accounts by so indicating in the Agency's Plan, provided that an acceptable service agreement has been executed by and between the Agency, the Plan Administrator, the Trustee and the Record -keeper. ARTICLE III TRUSTEE'S POWERS 3.1 General Trustee's Powers. Except as otherwise provided in Article II, the Trustee shall have full power and authority with respect to property held in the Trust to do all such acts, take all proceedings, and exercise all such rights and privileges, whether specifically referred to or not in this document, as could be done, taken or exercised by the absolute owner, including, without limitation, the following: (a) To iaivest and reinvest the Trust or any ,part hereof in any one or more kind, type, class, item or parcel of properly, 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; and to retain the property associated with such investment or reinvestment for the period of time that the Trustee deems appropriate. (b) To buy, sell, assign, transfer, acquire, loan, lease (for any purpose, including mineral leases, and for terms within or extending beyond the life of this Trust), exchange and in any other manner to acquire, manage, deal with and dispose of all or any part of the Trust property, for cash or credit and upon any reasonable terms and conditions. (c) 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 55A-24 interest; (d) To retain all or any portion of the Trust in cash temporarily awaiting investment or for the purpose of making distributions or other payments, without liability for interest thereon, notwithstanding Trustee's receipt of "float" from such uninvested cash; (e) To place uninvested cash and cash awaiting distribution in one or more mutual funds and/or commingled investment funds maintained by or made available by the Trustee, and to receive compensation from the sponsor of such fund(s) for services rendered, separate and apart from any trustee's fees hereunder. Trustee or Trustee's affiliate may also be compensated for providing investment advisory and other services to any such mutual fund or commingled investment fluids, Agency acknowledges receipt of prospectuses for such funds; (f) To borrow money for the purposes of the Trust from any source other than a party in interest of the Plan, with or without giving security and to pay interest, to issue promissory notes and to secure the repayment thereof by pledging all or any part of the Trust assets; (g) To take all of the following actions as directed by a 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 substitution; to exercise any conversion privileges, subscription rights or other options, 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 Trust; (h) 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; (i) To pay, or cause to be paid, from the 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 Trust or the Plan; Q) To enter into, modify, 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 Trust thereunder; to provide in any such contract for the investment of all or any part of funds so deposited with the insurance company in securities under separate accounts; to exercise and claim all rights and benefits granted to the contract holder, by any such contracts; (k) To exercise all the further rights, powers, options and privileges granted, provided for, or vested in tn.rstees. generally under applicable federal or state laws, as amended from time to time, it being intended that, except as herein otherwise 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 construed as in addition thereto. 55A$25 3.2 Additional Powers. In addition to the other powers enumerated above, and whether or not the Plan Administrator has retained investment authority, the Trustee in any and all events is authorized and empowered; (a) To invest fiends in any type of interest -bearing account including without limitation, time certificates of deposit or interest -bearing accounts issued by Union Bank, N.A., or any mutual fund or short term investment fund ("Fund"), whether sponsored or advised by Union Bank, N.A. or any affiliate thereof; Union Bank, N.A. or its affiliate may be compensated for providing investment advice or other services to such Fund, in addition to any Trustee's fees received pursuant to this Trust Agreement; provided, that such compensation is reasonable; (b) To cause all or any part of the Trust to be held in the name of the Trustee (which in such instance need not disclose its fiduciary capacity) or, as permitted by law, in the name of any nominee, and to acquire for the Trust any investment in bearer form; but'the books and records of the Trust shall at all times show that all such investments are a part of the Trust and the Trustee shall hold evidences of title to all such investments; (c) To serve as custodian with respect to the Trust assets with the sole exception of insurance policy or annuity contracts, the underlying assets of which shall be maintained by the insurance company issuer; (d) To employ such agents and counsel as may be reasonably necessary in managing and protecting the Trust assets and to pay them reasonable compensation; to employ any broker. dealer, including any broker -dealer affiliatedwith the Trustee, and pay to such broker -dealer its standard commissions; to settle, compromise or abandon all claims and demands in favor of or against the Trust; and to charge any premium on bonds purchased; (e) In addition to the powers listed herein, to do all other acts necessary or desirable for the proper admlristration of the Trust, as though the, absolute owner thereof and to exercise and perform any and all of the other powers and duties specified in this Trust Agreement; (f) To abandon, compromise, contest, arbitrate or settle claims or demands; to prosecute, compromise and defend lawsuits, but without obligation to do so, all at the risk and expense of the Trust; (g) To permit such inspections of documents at the principal office of the Trustee as are required by law, subpoena or demand by United States agency and to disclose the Agency's name to issuers of securities in connection with shareholder communications unless directed otherwise in writing; (h) To comply with all requirements imposed by applicable state Statutes or other applicable provisions of state or federal law; (i) To seek written instructions from the Agency, Plan Administrator or other fiduciary or, to the extent Participants are permitted to direct the investment of all or any portion of their Accounts under the Plan, from a Participant, on any matter and await written instructions from such person without incurring any liability. If at any time the Agency, the Plan Administrator, a fiduciary 554-26 or Participant should fail to give directions to the Trustee, the Trustee may but is not required to act in the manner that in its discretion seems advisable under the circumstances for carrying out the purposes of this 'Trust. Such actions shall be conclusive on the Plan Administrator and the Agency and the Participant if written notice of the proposed action is given to the Plan Administrator five (5) days prior to the action being taken, and the Trustee receives no response; 0) As directed by the Plan Administrator: (1) To cause the benefits provided under the Plan to be paid directly to the persons entitled thereto under the Plan, and in the amounts and in the manner specified, or to disburse such sums to the Agency, who shall be responsible to distribute sums due; and make appropriate tax reports to Participants, Beneficiaries and taxing authorities, and to charge such payments against the Trust with respect to which such benefits are payable; (ii) To compensate such executive, consultant, actuarial, accounting, investment, appraisal, administrative, clerical, secretarial, custodial, depository and legal, personnel and other employees or assistants as are engaged by the Plan Administrator in connection with the administration of the Plan and to pay from the Trust the necessary expenses of such, personnel, employees and assistants, to the extent not paid by the Agency and directed by the Plan Administrator; (iii) To impose a reasonable charge to cover the cost of furnishing to Participants or Beneficiaries upon their written request documents as may be legally required by applicable state or federal law or regulations; (iv) To act upon proper directions of the Agency, the Plan Administrator or any other fiduciary or Participant including directions in writing, or oral instructions which Trustee in its discretion may follow prior to receipt of written instructions, instruction given by photostatic teletxansrnission using facsimile signature, or those instructions which are digitally recorded on the Trustee's oral recording or VRU communications system. If oral or digital instructions are given, to act upon those in Trustee's discretion prior to receipt of written instructions. Trustee's recording or lack of recording of any such oral or digital instructions taken in Trustee's ordinary course of business shall constitute conclusive proof of Trustee's receipt or non -,receipt of the oral or digital or VRU instructions; In exercising the power and authority under this subparagraph (iv), the Trustee will perform. telephonic verification to the Plan Administrator, or other authorized representative properly designated by the Plan Administrator or the Agency, or such other security procedure selected by the Plan Administrator prior to wire transfer of funds as the Trustee may require, The Plan Administrator, the Agency, and the Plan assume all risk with respect to delays or transfers if the Trustee is unable to reach the Plan Administrator or other authorized representative properly designated by the Plan Administrator, or in the event of delay as a result of attempts to comply with any other security procedure selected by the Plan Administrator in connection with wire transfers or otherwise; (v) To pay from the Trust the expenses reasonably incurred in the administration of the Trust as provided in the Plan, to the extent such expenses are not paid by the Agency pursuant to Section 10.2; 55A;27 (vi) To maintain insurance for such purposes, in such amounts and with such companies as the Plan Administrator shall elect, including insurance to cover liability or losses occurring by reason of the acts or omissions of fiduciaries (but only if such insurance permits recourse by the insurer against a fiduciary in the case of a breach of a fiduciary obligation by such fiduciary). 3.3 Delegatee. The Plan Administrator 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 Adminstrator are directed in writing by the Plan Administrator that the delegation has been rescinded or modified. 3.4 Directions to Trustee. Except as otherwise provided. in this Trust Agreement, . all directions to the Trustee from the Plan Administrator or Delegatee must be in 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 certification, notice, authorization, application or instruction of the Plan Administrator, Delegatee or Trustee appropriately communicated. The above notwithstanding direction may be implied if the Plan Administrator or Delegatee has knowledge of the Trustee'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 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 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 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 direction or clarification, or if the Trustee considers any direction to be a violation of the Trust Agreement or any applicable law, the Trustee shall in its sole discretion take appropriate action, or refuse to act upon a direction. 3.5 Trust Administrator. 'The Plan Administrator has appointed PARS as the Trust Administrator. The Trust Administrator has accepted its appointment subject to the Plan Administrator's delegation of authority, to act as such, pursuant to Section 3.3 of this Trust Agreement. The Trust Administrator's duties 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 Trust; (b) Directing the Trustee to (i) make distributions from the Trust, as directed and authorized by the Plan Administrator pursuant to the Agreement for Administrative Services, to Participants pursuant to the provisions of the Agency's Plan and, (ii) liquidate assets in order to make such distributions; 56A-t28 (e) Notifying the Investment Fiduciary of the amount of Assets in the Trust available for further investment and management by the Investment Fiduciary; (d) AlIocating contributions, earnings and expenses to the 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 Trust. (f) Such other services as the Agency and the Trust Administrator may agree. 3.6 Additional '.Trust Administrator Services. The Plan Administrator may at any time retain the Trust Administrator as its agent to perform any act, keep any records or accounts and make any computations which are required of the Agency or the Plan Administrator by this Trust Agreement or by the Agency's Plan, The Trust Administrator shall be separately compensated for such service and such services shall not be deemed to be contrary to the Trust Agreement. 3.7 Trust Administrator's Compensation. As may be agreed upon from time to time by the 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 Trust in accordance with Section 53217 of the California Government Code, 3.8 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 the Plan Administrator and the Trustee. ARTICLE IV TRIISTI VS DUTIES 4.1 Powers Subject to .Duties. The Trustee shall exercise any of the foregoing powers from time to time as required by any applicable federal or state law. 4.2 Records. The Trustee shall maintain or cause to be maintained suitable records, data and information relating to its functions hereunder. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements and other actions hereunder, Its books and records relating to the Trust shall be open to inspection and audit at all reasonable times by the Agency, the Plan Administrator or their duly authorized representatives. 4.3 Accounts, Withn ninety days after the close of each Plan Year and within ninety days after the resignation or removal of the Trustee as provided in Article VI hereof, the Trustee shall render to the Agency a written account showing in reasonable summary the investments, receipts, disbursements and other transactions engaged in by the Trustee during the preceding Plan Year or accounting period with respect to the Trust. Such written accounts shall set forth the assets and liabilities of the Trust. The Agency or Plan Administrator shall have ninety days after the Trustee's mailing of each such written account within which to file with the Trustee written objections. Upon the expiration of each such period, the Trustee shall be forever released and discharged from all �l liability and accountability to the Agency, the Plan Administrator and Participants with respect to the propriety of its acts and transactions shown in such account except with respect to any such acts or transactions as to which the Agency files written objections within such ninety -day period with the Trustee. 4.4 Reports. The Trustee shall file such descriptions and reports and shall furnish such information and make such other publications, disclosures, registrations and other filings as are required of the Trustec by the Code or any other applicable law or regulation. 4.5 Tollory Plana Administrator and Investment Manager Direction. The Trustee shall have the power and duty to comply promptly with all proper directions of the Plan Administrator, the Agency, and any duly appointed investment manager. Except as to investment directions received from the Plan Administrator or investment manager, the Trustee shall not act on any directions or requests received from Participants. ARTICLE V RESTRICTIONS ON TRANSFER 5.1 Persons to Receive Pavment. (a) As directed by the Plan Administrator, the Trustee shall, except as otherwise provided in subsection (b), pay all amounts distributable hereunder only to the person or persons designated under the Plan or deposit to the Participant's or Beneficiary's checking or savings account and not to any other person or corporation, and only to the extent of assets held in the 'Trust. The Plan Administrator's instructions to the 'Trustee regarding whether or not to make distributions, and the amount of such distributions, shall be conclusive on all Participants and Beneficiaries. (b) In the event any controversy shall arise as to the person or persons to whom any distribution or payment is to be made by the Trustee, or as to any other matter arising in the administration of the Plan or Trust, the Trustee may, (i) retain the amount in controversy pending resolution of the controversy, (ii) file an action seeking declaratory .relief, or (iii) interplead the Trust Assets in issue, and (iv) name the Agency and/or any or all persons making conflicting demands as necessary parties. (c) The Trustee shall not be liable for the payment of any interest or income on any amount withheld or interpleaded under subsection (b). (d) The expenses incurred by the Trustee for taking any action under subsection (b) shall be charged by the Trustee to the Trust unless paid by the Agency. 5.2 Assignment and Alienation Prohibited, In accordance with Section 457 of the Code, Trust Assets shall not be subject to any claims of Agency or other creditors. Additionally, no benefit or interest available hereunder shall be subject in any manner to assignment or alienation, whether voluntarily or involuntarily, or to legal process except as permitted in the Internal Revenue Code, applicable state or federal law, or as provided in the Plan. 55As30 ARTICLE VI RESIGNATION, REMOVAL AND SUCCESSION 6.1 Resignation or Removal of Trustee. The Trustee may resign at any time upon ninety days' prior written notice to the Agency (which notice may be waived by the Agency). Agency may remove the Trustee upon ninety days' prior written notice to the 'Trustee (which notice may be waived by the Trustee). 6.2 Designation of Successor. Upon notice of the Trustee's resignation or removal, Agency shall promptly designate a Successor Trustee who will accept transfer of the assets of the Trust. If no Successor Trustee is designated within thirty days of notice of Trustee's resignation or removal, the Plan Administrator shall designate a Successor' Trustee. 6.3 Court Appointment of Successor. If neither the Agency nor the Plan Administrator designates a Successor Trustee within thirty days after the Trustee gives notice of resignation or receives notice of removal, the Trustee may, at the expense of the Trust, apply to a court of competent jurisdiction to appoint a Successor Trustee. Until a Successor Trustee is appointed, and all Trust assets are delivered to the Successor Trustee, the Trustee shall be entitled to be compensated for its services according to its published fee schedule then in effect for acting as Trustee in accordance with the Plan and Trust. 6.4 Successor's Powers. A Successor Trustee shall have the same powers and duties as those conferred upon the original Trustee hereunder. A resigning Trustee shall transfer the Trust Assets and shall deliver the books, accounts and records of the Trust to the Successor Trustee as soon as practicable. The resigning Trustee is authorized, however, to reserve such amount from the Assets of the Trust as may be necessary for the payment of its fees and expenses incurred prior to its resignation, and the Trust Assets shall remain liable to reimburse the resigning Trustee for any costs, expenses or attorneys' fees or losses incurred, whether before or after resignation, due solely to Trustee's holding title to and administration of the Trust Assets. 6.5 Successor's Duties. A Successor Trustee shall have no duty to audit or otherwise inquire into the acts and transactions of its predecessor. ARTICLE VII AMENDMENT 7.1 Power to Amend. The Agency shall have the right at any time, and from time to time, to modify or amend this Trust Agreement in whole or in part, effective upon thirty days' prior written notice to the Trustee, provided, however, that the Trustee's duties and responsibilities shall not be amended without the Trustee's express written consent. 55A7A431 7.2 Limitation on Amendment. No amendment shall be made, at any time, under which any part of the Trust may be diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries. 7.3 Conformity with Law. Notwithstanding anything herein to the contrary, this Trust Agreement may be amended prospectively or retroactively at any time by the Agency if deemed necessary to conform to the provisions and requirements of the Internal Revenue Code or regulations promulgated pursuant thereto in order to maintain the tax-exempt status hereof thereunder, or to conform to the provisions and requirements of any law, regulation, order or ruling affecting the character or purpose of the Plan or Trust. No such Amendment shall be effective to add or change the Trustee's powers or duties absent Trustee's written consent. ARTICLE VIII LIABILITIES 8.1 Declaration of Intent. Nothing in this Article purports to relieve a fiduciary from liability for any responsibility, obligation or duty under any applicable Statutes. However, to the full extent permitted by law, it is the intent of this Article to relieve each fiduciary from all liability for any acts or omissions of any other fiduciary or any other person and to declare the absence of liabilities of all persons referred to in this Article to the extent not imposed by law or by provisions of this Trust Agreement. Each of the following Sections, in declaring such limitations, is set forth without limiting the generality of this Section but in each case shall be subject to the provisions, limitations and policies set forth in this Section. 8.2 General Limitations of Liability. (a) No fiduciary shall be liable with respect to a breach of fiduciary duty under any applicable Statutes if such breach was committed before he or she became a fiduciary or after he or she ceased to be a fiduciary. (b) No fiduciary shall be liable for any act or omission of any other person to whom fiduciary responsibilities (other than Trustee responsibilities) are allocated by the Plan, the Trust Agreement or by a fiduciary. 8.3 Liability of the Trustee. (a) The Trustee shall have no powers, duties or responsibilities with regard to the administration of the Plan or to determine the rights or benefits of any person having or claiming an interest under the Plan or in the Trust or under this Trust Agreement or to examine or control any disposition of the Trust or part thereof which is directed by the Plan Administrator. (b) The Trustee shall have no liability for the adequacy of contributions for the purposes of the Plan or for enforcement of the payment thereof. (c) The Trustee shall have no liability for the acts or omissions of the Agency or the Plan Administrator. 55AI 32 (d) The Trustee shall have no liability for following proper directions of a fiduciary; the Agency, the Plan Administrator or a Participant when such directions are made in accordance with this Trust Agreement. (e) During such period or periods of time, if any person other than the Trustee, including but not limited to a Participant, is directing the investment and management of Trust Assets, the Trustee shall have no obligation to determine the existence of any conversion, redemption, exchange, subscription or other right relating to any securities purchased on the directions of such person if notice of any such right was given prior to the purchase of such securities. If such notice is given after the purchase of such securities, the Trustee shall notify the Plan Administrator, which shall transmit the notice to the directing party. The Trustee shall have no obligation to exercise any such right unless it is informed of the existence of the right and is instructed to exercise such right, in writing, by a fiduciary or a Participant through the Plan Administrator within a reasonable time prior to the expiration of such right. (l) During such period or periods of time, if the Trustee is directed to purchase securities issued by any foreign government or agency thereof, or by any corporation domiciled outside of the United States, it shall be the responsibility of the directing party to advise the "Trustee in writing with respect to any laws or regulations of any foreign countries or any United States territories or possessions which shall apply, in any manner whatsoever, to such securities, including, but not limited to, receipt of dividends or interest by the Trustee for such securities. (g) If the Plan and Trust cease to be subject to Sections 457 and 501 of the Code, the Agency shall immediately notify Trustee. Agency shall indemnify the Trustee for any federal or state income taxes, and any federal estate and state estate or inheritance taxes which the Trustee is required to pay as a result of a distribution made at the direction of the Plan Administrator, in which event the Agency shall be subrogated to the right of the Trustee to proceed against such Participant, Beneficiary, the executor of the estate of a deceased Participant or any other person for reimbursement of the amount paid and any taxes due. 8.4 Indemnification of Trustee by Agency. (a) The Trustee shall not be liable for, and the Agency agrees to indemnify and hold the Trustee harmless from and against any claims, demands, loss or liability imposed on the Trustee, including reasonable attorneys' fees and costs incurred by the Trustee, caused by and related to (i) any acts taken in accordance with any directions (or any failure to act in the absence of such directions) from the Plan Administrator, or any other party to whom Plan Administrator has given authority to direct the Trustee, which the Trustee reasonably believes to have been given by any of them; (ii) the negligence or willful misconduct of the Plan Administrator, or any other person designated to act on Plan Administrator's behalf; or (iii) the Plan Administrator's execution of its duties under this Trust Agreement, except in the event of the Trustee's own negligence or material breach of this Agreement which directly causes the loss to the Trust. (b) The Agency further agrees to indemnify the Trustee for and against any claims, demands or liabilities imposed on the Trustee, including reasonable auomeys' fees and costs incurred by the Trustee, which exceed amounts payable or available from the Trust, arising as a result of claims asserted by a third person or persons, not otherwise described in (a), and whether 55A1�33 such person or persons axe related to the Trust, for action or failure to take action with respect to Trust Assets. 8.5 Indemnification of Agency by Trustee. The Trustee agrees to indemnify the Agency against, and hold the Agency harmless from, all liabilities and claims (including reasonable attorney's fees and costs incurred by the Agency) against the Agency as a result of any breach of fiduciary responsibility 6y the Trustee which proximately causes loss to the Trust, and where Trustee knowingly participates in such a breach, knowingly undertakes to conceal such breach, has actual knowledge of such breach and fails to take reasonable action to remedy such breach or through its negligence or willful misconduct in performing its duties under this Agreement, proximately causes loss to the Trust. 8.6 Indemnificatiog of Trustee by Trust Administrator, The Trustee shall not be liable for, and Trust Administrator shall indemnify and hold the Trustee (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, 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 Trust Administrator's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 8.7 Indemnification of Trust Administrator by Trustee. The Trust Administrator shall not be liable for, and Trustee shall indemnify and hold the Trust Administrator (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, 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 Agreement. 8.8 Indemnification of Aeeney by 'I'rgst Administrator. The Agency shall not be liable for, and 'Trust Administrator shall indemnify and hold the Agency (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, 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 Trust Administrator's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 8.9 Indemnification of Trust Administrator by Agency. The'Trust Administrator shall not be liable for, and Agency shall indemnify and hold the Trust Administrator (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, 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 Agency's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 55�-,34 ARTICLE IX DURATION AND TERMINATION 9.I Termination. It is intended that this Trust shall be treated as being exempt from tax under Section 501(a) of the Code and that the Plan referred to herein shall qualify under Section 457(b) of the Code. However, notwithstanding any other provisions of the Trust, if the Internal Revenue Service is requested to issue to the Agency a favorable written determination or ruling with respect to the initial qualification of the Plan and exemption of the Trust from tax and such request is denied, the Trustee shall, after receiving a written direction from the Plan Administrator, pay to each Participant that portion of the Trust applicable to said Participant's voluntary contributions, if any, and provided the Plan so states, pay to the Agency any part of the Trust attributable to Agency contributions then remaining in the Trustee's possession, less any investment losses and Trustee's fees and costs incurred to date of distribution. As a condition to such repayment, Agency shall be solely responsible for any tax reporting and withholding required, and the Agency agrees to indemnify, defend, and hold the Trustee harmless from all claims, actions, demands, or liabilities arising in connection with such repayment, and provided further that such repayment will occur within one year after the date the request for qualified status is denied. 9.2 Exclusive Benefit. This Trust may be terminated at any time by the Agency, and upon such termination, the Trust Assets shall be distributed by the Trustee as and when directed by the Plan Administrator in accordance with the provisions of this Trust Agreement and the Plan docrunent. From the date of termination of the flan and until the final distribution of the Trust, the Trustee shall continue to have all the powers provided wider this Trust that are necessary or desirable for the orderly liquidation and distribution of the Trust. In no instance upon any termination, or discontinuance and subsequent distribution shall the Trust or any part of it be used for, or diverted to, purposes other than for the exclusive benefit of Participants, their Beneficiaries, and defraying the administrative expenses of the Plan and Trust until all Plan liabilities have been satisfied, except in the instance of the failure of the Trust initially to qualify for tax-exempt status as set forth in Section 9.1 and in the event of a return of assets mistakenly contributed as set forth in Section 9.3. 9.3 Return of Mistaken Contributions. Notwithstanding any other provision of this Agreement, it is specifically provided that if a contribution or any portion thereof is made by the Agency by virtue of a mistake of fact, the Trustee shall, upon written request of the Agency, return such amounts as may be permitted by law to the Agency. 9.4 Duration. This Trust shall continue in full force and effect for the maximum period of time permitted by law and in any event until the expiraiion of twenty-one years after the death of the last surviving person who was living at the time of execution hereof who at any time becomes a Participant in the Plan, unless this Trust is sooner terminated in accordance with the Plan or the terms of this Trust Agreement. 55At35 ARTICLE X MISCELLANEOUS 10.1 Delegation. By written notice to the Trustee, the Plan Administrator or the Agency may authorize the 'Trustee to act on matters in the ordinary course of the business of the Trust or on specific matters upon the signature of its delegate. 10.2 Expenses and Taxes. (a) The Agency, or at its option, the Trust, shall pay the Trustee its expenses in administering the Trust and reasonable compensation fox its services as Trustee at a rate to be agreed upon by the parties to this Agreement, based upon Trustee's published fee schedule. However, the Trustee reserves the right to alter this rate of compensation at any time by providing the Agency with notice of such change at least thirty days prior to its effective date. Reasonable compensation shall include compensation for any extraordinary services or computations required, such as determination of valuation of assets when current market values are not published and interest on funds to cover overdrafts. The Trustee shall have a lien on the Trust for compensation and for any reasonable expenses including counsel, appraisal, or accounting fees, and these may be withdrawn from the Trust as and when viewed and payable, or if Agency has elected to pay expenses of the Trust, may be withdrawn from the Trust unless paid by the Agency within thirty days after mailing of the written billing by the Trustee. (b) Reasonable counsel fees, reasonable costs, expenses, and charges of the Trustee incurred or made in the performance of its duties, including but not limited to expenses relating to investment of the Trust such as broker's commissions, stamp taxes, and similar items and all taxes of any and all ]finds that may be levied or assessed under existing or future laws upon or in respect to the Trust or the income thereof shall be paid from the Trust Assets, unless paid by the Agency. 10.3 Third Parties. (a) No person dealing with the Trustee shall be required to follow the application of purchase money paid or money loaned to the Trustee or inquire as to whether the Trustee has complied with the requirements hereof. (b) In any judicial or administrative proceedings, only the Agency and the Trustee shall be necessary parties and no Participant or other person having or claiming any interest in the '.Trust shall be entitled to any notice or service of process (except as required by law). Any judgment, decision or award entered in any such proceeding or action shall be conclusive upon all interested persons. 10.4 Successor Agency. If any successor to an Agency continues the Plan adopted by the Agency, such successor shall concurrently become a successor first parry to this Trust Agreement by giving written notice of its adoption of the Plan and this Trust Agreement to the Trustee by duly authorized persons; such successor Agency shall become a signatory to this Trust Agreement upon its written notice to Trustee of the Successor's adoption hereof. 10.5 Relation to Plan. All words and phrases used herein shall have the same meanings as in the Plan, and this Trust Agreement and the Plan shall be read and construed together. Whenever the 56A-t36 Plan provides that the Trustee shall act as therein prescribed, the Trustee shall be and is hereby authorized and empowered to do so for all purposes as fully as though specifically so provided herein or so directed by the Plan Administrator. The Trustee shall furnish the Agency with copies of the Trust Agreement and all amendments thereto. 10.6 Use of Trust Funds. Except as provided in Section 9.2 and 9.3, under no circumstances shall any part of the Trust be recoverable by the Agency from the Trustee or from any Participant or former Participant, his or her Beneficiaries, or any other person or be used for or diverted to purposes other than for the exclusive purposes of providing benefits to Participants and their Beneficiaries, provided, however, that: (a) An Agency's excess contribution may be returned to such Agency in accordance with the provisions of the Plan, and (b) The portion, if any, of the Trust attributable to an Agency not required for the satisfaction of all liabilities to Participants and their Beneficiaries shall, upon such Agency's termination of the Plan, revert to such Agency. 10.7 Location of Trust Fund Assets. Except as authorized by applicable state or federal laws or regulations, the indicia of ownership of any assets of the Trust and Plan shall not be maintained outside the jurisdiction of the District Courts of the United States. 10.8 Arbitration of Disputes. Any dispute under this Agreement shall be resolved by submission of the issue to a member of the American Arbitration Association who is chosen by the Agency and the Trustee. If the Agency and the Trustee cannot agree on such a choice, each shall nominate a member of the American Arbitration Association, and the two nominees will then select an arbitrator. Expenses of the arbitration shall be paid as decided by the arbitrator. Venue and jurisdation shall be in the State of California, County of Orange. 10.9 Partial Invalidity. .If any provision of this Trust Agreement is held to be invalid or unenforceable for any reason, this Agreement shall be construed and enforced as if such provisions had not been included and such illegality or invalidity shall not affect the remaining portions of this Trust Agreement, unless such invalidity prevents accomplishment of the objectives and purposes of this Trust Agreement and the Plan. In the event of any such holding, the parties will immediately amend this Trust Agreement as necessary to remedy any such defect. 10.10 Construction. This Trust Agreement shall be constructed, administered and enforced according to the Internal Revenue Code and where state law is applicable, under applicable Statutes and laws of the State of California applied fairly and equitably in accordance with the purposes of the Plan. ***Signature Page Follows*** 55A47 ADOPTION Executed this I0 r" day of VC-Caw6e12 2011 City of Santa Ana, Sponsor of: PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part - Time Social Security Alternative Retirement Plan Effective December 19, 2011. (Signature) Executive Director of Finance and Manaeement Services (typed or printed name) FP_�q-�GI Sco GG wrI04AA9:Z (title) UNION BANK, N.A. TRUSTEE Accepted a dieday of 4b 20,4;2-- By: / i ature) (typed or printed name) (title) PUBLIC AGENCY RETIREMENT SERVICES TRUSTADMIIVISTRATOR Accepted this 6"" day of 1"i792 K 4ra Y , 20 /a . By: (Signs e iill F7 <^�t— ,JoH nlSor� (typed or printed name) PR£$ lDC^NC_ (title) Accepted this INwday of _, 20_& (Signature) S,na6U 2- (typed or printed name) Ile (title) FAIT TIM City of Santa Ana, Sponsor of: PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan Effective December 19, 2011. (ADDITIONAL SIGNATURE PAGE) EMPLOYER: CITY OF SANTA ANA City of Santa Ana hereby appoints U.S. Bank National Association as Trustee for the City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan. Executed as of g 2012 By: I Francisco Gutierrez Title: Executive Director of Finance and Management Services ACCEPTED: TRUSTEE U. S. Bank ational Association By: Title: By: Title: v�y In Fact One e authorized employees of Union Bank is signing this Agreement on behalf of U.S. Bank Pursuant to Power of Attorney Dated February 1, 2012. 55A-39 EXHIBIT 4 THE CITY OF SAN'TA ANA PUBLIC AGENCY RE TIREMENT SYSTEM 3121 PART-TIME SOCIAL, SECURITY ALTERNATIVE RETIREMENT PLAN Amended and Restated Effective December 19, 2011 NBI:564577.3 SSA-40 TABLE Or CONTENTS Page Introduction................................. .......................................................................... I Article I Participation.................................................................. I,1 Eligibility for Benefits ...................................... 1.2 Participation...................................................... 1.3 Reemployment as an Eligihle Employee.......,.. IA Qualified Military Service ................................ L5 Designation of Beneficiary ............................... ................................... 2 ............................... . ... 2 ................................... 2 ........... 2 .......................................... 3 Article 11 Contributions..................................................................................................... 6 2.1 Employer Contributions............................................................................. 6 2.2 Employee Contributions............................................................................. 6 2.3 Limitations on Contributions...................................................................... 6 2.4 No Other Contributions . ............................ ................................ ................. 7 2.5 Coordination With Other Plans.................................................................. 7 ArticleIII Vesting.............................................................................................................9 3.1 Vesting ........................................ ...................... ......... .:............................... 9 Article IV Distributions.................................................................................................. 10 4.1 Distribution of Benefits............................................................................ 10 4.2 In Service Distributions........................................................................... 10 4.3 Qualified Domestic Relations Order ........................................................ 11 4.4 Direct Rollovers....................................................................................... 12 4.5 Purchase of Service Credit....................................................................... 14 Article V Administration, Amendment And Termination .............................................. 15 5.1 Rules and Regulations..............................................................................15 5.2 Amendment andTermination...................................................................16 Article VI Miscellaneous................................................................................................17 . 6,1 Participant's Right Not Subject to Execution'... ............. ......... . .............. 17 6.2 Investment................................................................................................ 17 63 Valuation..................................................................................................17 lv[i L'S6as77.3 55A-41 TABLE OF CONTENTS (continued) Page 6.4 Unclaimed Benefits.................................................................................. 18 ArticleVII Definitions.................................................................................................... 19 7.1 Definitions................................................................................................19 Appendix A Minimum Distribution Requirements...................................................... A-1 N131:564577.3 55A42 INTRODUCTION The City of Santa Ana (the "Employer") has adopted this deferred compensation plan for the benefit of its eligible employees. This document is a full amendment and restatement of the City of Santa Ana 3121 Part -Time Seasonal Temporary Deferred Compensation Plan adopted effective January 1, 1991 It is intended that this plan and the trust established to hold the assets of the plan shall be an eligible deferred compensation plan under Section 457 of the Internal Revenue Code of 1986, together with any amendments thereto (the "Code"). It is further intended that the plan shall meet all of the requirements of a government alternative retirement system under Code Section 3121(b)(7)(S^). It is also intended that this plan and the trust established hereunder shall meet the requirements of a pension trust under California Government Cade sections 53215 — 53224, or their successor sections. At any time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under the trust created pursuant to this plan, the trust assets shall not be used for, or diverted to, purposes other than the exclusive benefit of participants or their beneficiaries, as prescribed in Section 457(g)(1) of the Code. I M31;564577.3 55A-43 ARTICLE I PARTICIPATION 1.1 Eligibility for Benefits. An Eligible Employee shall become a Participant on the first day the Employee is not accruing a benefit under another Retirement System provided by the Employer. 1.2 Participation. Participation of a Participant shall commence as of the date specified in Section 1.1 and shall continue during the Participant's employment with the Employer and until the occurrence of a Break in Employment or until the Participant is no longer an Eligible Employee or convmnces benefit accruals Linder another Retirement System provided by the Employer. An Employee who becomes an Eligible Employee while on an Approved Absence shall not become a Participant until the end of his or her Approved Absence; but a Participant who is on Approved Absence shall continue as a Participant during the period of his or her Approved Absence. 1.3 Reemployment as an Eligible Employee. An Eligible Employee who has become a Participant in accordance with Section 1.1, but who ceases to be a Participant in accordance with Section 1.2, will again become a Participant immediately upon meeting the requirements of Section 1.1. 1.4 Qualified Military Service. Notwithstanding any provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code, In the case of a Participant who dies while performing qualified military service, the survivors of the Participant are entitled to any ND1:5645773 6SA1-44 additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. 1.5 Desienation of Beneficiary, (a) Each Participant shall designate in writing the Beneficiary or Beneficiaries whom such Participant desires to receive the benefits (if any) that are payable under this Plan in the event of the Participant's death. Such designation must be evidenced by a written instrument filed with the Employer, on a form prescribed by the Employer, and signed by the Participant. (b) Except as set forth in subsection (c), the Beneficiary of a married Participant shall be the Participant's spouse at the date of death, unless the written consent of such spouse is provided upon a form acceptable to the Employer. If no valid designation of Beneficiary, along with a valid spousal consent, is on file with the Employer at the time of the death of the Participant, or if for any reason at the sole discretion of the Employer, such designation is defective, then (except as set forth in subsection (c)) the spouse of such Participant shall be conclusively deemed to be the Beneficiary designated to receive such benefit. (c) The spousal consent required under subsection (b) shall not be required if Participant declares in writing that one of the following conditions exists: (i) The Participant is not married; (ii) The Participant does not know, and has taken all reasonable steps to determine, the whereabouts of the spouse; (iii) The spouse is incapable of executing the acknowledgment because of an incapacitating mental or physical condition; N81a64577.3 55A1-45 (iv) The Participant and spouse have executed a marriage settlement agreement that makes the community property laws inapplicable to the marriage; or (v) The current spouse has no identifiable community property interest in the benefits. (d) Upon the Employer being provided with written notice of the dissolution of marriage of a Participant, any earlier designation of the Participant's former spouse as a Beneficiary shall be treated as though the Participant's former spouse had predeceased the Participant, unless prior to payment of benefits on behalf of the Participant (i) the Participant executes and delivers another Beneficiary designation that complies with this Section 1.5 and that clearly names such former spouse as a Beneficiary, or (ii) there is delivered to the Plan a domestic relations order providing that the former spouse is to be treated as the Beneficiary. In any case in which the Participant's former spouse is treated under the Participant's Beneficiary designation as having predeceased the Participant, no heirs or other beneficiaries of the former spouse shall receive benefits -from the Plan as a Beneficiary of the Participant except as provided otherwise in the Participant's Beneficiary designation. (e) For purposes of this Section 1.5 only: (1) all references to 'marriage' shall also include 'registered domestic partnerships,' (2) individuals in a 'registered domestic partnership' shall be considered `married,' and (3) all references to a 'spouse' shall also include a `registered domestic partner.' A `registered domestic partner' and a `registered domestic partnership' refers to persons and partnerships satisfying the requirements of the California Family Code and officially registered as of the date of death with the NB 1:564577.3 55A1-46 Secretary of State as such in accordance with Section 298.5 of the California Family Code. NB I:564577.3 56A-47 ARTICLE 11 CONTRIBUTIONS 2A Employer Contributions. For each day that an Eligible Employee remains a Participant under this Plan, the Employer shall contribute three and seventy-five hundredths percent (3.75%) of his or her Compensation to his or her Account. The Employer shall contribute such amounts to the Trust at such times as are determined by the Employer in its discretion, but no less frequently than annually. 2.2 Employee Contributions. For each day that an Eligible Employee remains a Participant under this Plan, the Employee shall contribute three and seventy-five hundredths percent (3.75%) of his or her Compensation to his or her Account. Such contributions shall be pre-tax contributions accomplished by means of compensation reduction and shall be credited to his or her Account. The Employee shall contribute such amounts to the Trust at such times as are determined by the Employer in its discretion, but no less frequently than annually. 2.3 Limitations on Contributions. (a) Normal Limitation, Except as provided in Subsection (b) below, the maximum amount which may be contributed on behalf of a Participant for any taxable year of the Participant (the "Normal Limitation") shall not exceed the lesser of (i) the Applicable Dollar Amoumt or (ii) one hundred percent (100%) of the Participant's Compensation. (b) Catch -Up Limitation. For each of a Participant's last three (3) taxable years ending before the Participant attains Normal Retirement Age, the maximum amount NBL564577.3 56A-48 which may be contributed on behalf of that Participant for that taxable year (the "Catch - Up Limitation") shall be the lesser of (i) twice the Applicable Dollar Amount or (ii) the amount determined under the immediately following sentence, The amount referred to in Section 23(b)(ii) is the sum of (i) the Normal Limitation for the taxable year as determined Linder Subsection (a) above, plus (ii) so much of the Normal Limitation for prior taxable years in which the Participant was eligible to participate under the Plan, beginning after 1978, as has not been previously used for contributions under Subsection (a) or this Subsection (b). The Catch -Up Limitation is available to a Participant during one three-year period only, if the Participant uses the Catch -Up Limitation and then postpones retirement or returns to work after retirement, the Catch -Up Limitation shall not be available again. The provisions of this Subsection (b) shall be interpreted and administered in accordance with Regulations issued under Code Section 457 including, without limitation, special rules concerning application of the coordination limits in effect under Code Section 457 jo)(2) prior to 2002 for purposes of determining the amounts referred to in Section 2.3(b)(ii) for years prior to 2002. 2.4 No Other Contributions. No contributions other than as provided in Section 2.1 and Section 2.2 shall be made to this Plan. This Plan shall not accept rollover contributions or transfers from other plans, 2.5 Coordination With Other Plans. If a Participant participates in more than one, eligible deferred compensation plan (as defined in Section 457(b) of the Code) other than a plan that is a qualified governmental excess benefit arrangement (as defined in Section 415(m)(3) of the Code), M. 1:564577.3 66A-49 the maximum deferral under all such eligible deferred compensation ,plans shall not exceed the Normal Limitation described in Section 2.3(a) (as modified by any adjustment provided under Section 2.3(b)). The Employer shall distribute the amount of a Participant's deferral in excess of the distribution limitations stated in Section 2.3, together with allocable net income, as soon as administratively practicable after the Plan determines that the amount is an excess deferral. For purposes of determining whether there is an excess deferral under Section 2.3, all plans under which a Participant participates as a result of his employment with the Employer shall be treated as a single plan. Nr31:564577.3 66A-60 ARTICLE III VESTING 3.1 Vesting. Each Participant is one hundred percent (100%) vested in their respective Accounts at all times. N➢I'564577.3 55A-51 ARTICLE IV DISTRI13UTIONS 4.1 Distribution of Benefits. (a) Benefits shall become distributable to a Participant (or the Participant's Beneficiary in case of the Participant's death) upon the Participant's Break in Employment, The amount of the benefits distributable to a Participant shall be the vested amount credited to such Participant's Account as of the most recent Valuation Date. Notwithstanding any other provision of this Plan, all distributions shall be in the form of a single cash lump sum paid as soon as administratively practicable after the date benefits become distributable. (b) In the event of the death of a Participant prior to distribution, distribution of the Participant's vested Account shall be made to his or her Beneficiary in a cash lump sum as soon as practicable after the Participant's death, but in no event later than the last day of the calendar year following the calendar year in which the death occurs. (c) This Plan is subject to the minimum distribution requirements contained in Code Section 457(d)(2) and 401(a)(9) and the regulations thereunder. These requirements are set forth in Appendix A of this Plan. 4.2 In Service Distributions In accordance with Section 457(e)(9)(A), a Participant who is no longer eligible to participate because he is no longer in the class of Eligible .Employees, but who has not terminated employment with the Employer, shall be eligible for a limited in-service distribution if (i) the Participant's benefit is not more than five thousand dollars ($5,000,00), (ii) no amount has been deferred under this Plan for the Participant during NRI:564577.3 55A-52 the two (2) year period ending on the date of the distribution, and (iii) there has been no previous distribution to the Participant from this Plan under this Section 4.2. 4.3 Qualified Doraaestic Relations Order. (a) Subject to procedures established by the Employer, benefits may be paid from the balance of a Participant's Account in accordance with a Qualified Domestic Relations Order, This Section 4.3 is included in the Plan to comply with Section 414(p) of the Code, the regulations thereunder, and such regulations as the Secretary of the Treasury may publish under Code Sections 414(p)(11) and 414(p)(12). (b) Procedure. (i) Upon receipt of a Qualified Domestic Relations Order, the Employer will establish an Account for the benefit of the Alternate Payee specified in such order. The Employer will then transfer balances in accordance with the terms of such order fiom the Participant's Account to the Alternate Payee's Account. The Alternate Payee's Account, except as otherwise provided herein, will remain subject to all the rules of the Plan. (H) An Alternate Payee under a Qualified Domestic Relations Order may designate the investment vehicles in which the balances in the Alternate Payee's Account will be invested, limited to the investment alternatives provided by the Plan. (iii) An Alternate Payee under a Qualified Domestic Relations Order may designate beneficiaries to receive any amount to which the Alternate Payee may be entitled to receive in the event of death. (iv) All amounts credited to an Alternate Payee's Account will be payable to the Alternate Payee or the Alternate Payee's beneficiary in accordance NII1:564577.3 66A-53 with the terms of this Plan and the Qualified Domestic Relations Order. Such an order may provide for payment to the Alternate Payee prior to the Participant's Break in Employment. 4.4 Direct Rollovers. (a) Availability. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Plan, a distributee may elect, at the time and in the manner prescribed by the Employer, to have any portion of an Eligible Rollover Distribution ,paid directly to an Eligible Retirement Plan specified by the distributee in a Direct Rollover. (b) Definitions. For purposes of this Section 4.4, the following terms shall have the meanings set forth below. (i) Eligible Rollover Distribution, An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an Eligible Rollover Distribution does not include: ally distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code, any hardship distribution, and the portion of any distribution that is not includible in gross income. (ii) Eligible Retirement Plan. An Eligible Retirement Plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, a qualified NBI:564577.3 66A-54 trust described in Section 401(a) of the Code, an annuity plan described in Section 403(a) of the Code, an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by an eligible employer described in Section 457(Q)(1)(A) of the Code, or an annuity contract described in Section 403(b) that accepts the distributes's Eligible Rollover Distribution. With respect to Eligible Rollover Distributions made on or after January 1, 2008, "Eligible Retirement Plan" shall also include a Roth IRA as described in Section 403A(b) of the Code, provided that the distributee is not restricted from making such a rollover from the Plan to a Roth IRA pursuant to Section 408A(c) of the Code. A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the Alternate Payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. In addition, a Beneficiary other than an individual described in the preceding sentence is a distributee with regard to the interest of the Participant, subject to the limitation that an Eligible Retirement Plan with respect to such distributee is an individual retirement account or individual retirement annuity that will be treated as an inherited individual retirement account or annuity under Section 402(e)(l 1) of the Code. (iii) Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the distributee. N131:564577.3 55A-55 4.5 kgrcha,se of Service Credit. I.f a Participant is also a participant in a defined benefit governmental plan (as defined in Code Section 414(d)), such Participant may request that the Employer transfer amounts from his or her Account for (a) the purchase of permissive service credit (as defined in Code Section 415(n)(3)(A)) under such plan, or (b) a repayment to which Code Section 415 does not apply by reason of Code Section 415(k)(3). Such transfer requests shall be granted in the sole discretion of the Employer, and if granted, shall be made directly to the defined benefit governmental plan. NBIr56,15773 55/A1-56 ARTICLE V ADMINISTRATION, AMENDMENT ENT AND TERMINATION 5.1 Rules and Regulations. The Employer has full discretionary authority to supervise and control the operation of this Plan in accordance with its terms and may make rules and regulations :for the administration of this Plan that are not inconsistent with the terms and provisions hereof. The Employer shall in its discretion determine any questions arising in connection with the interpretation, application or administration of the Plan (including any question of fact) and its decisions or actions in respect thereof shall be conclusive and binding upon all persons and parties. The Employer shall have all discretionary powers necessary to accomplish its purposes, including, but not by way of limitation, the following: (a) To determine all questions relating to an Employee's eligibility; (b) To construe and interpret the terms and provisions of the Plan and to determine any question of fact; (c) To compute, certify to, and direct the Trustee with regard to the amount and kind of benefits payable to the Participants and their Beneficiaries; (d) To authorize all disbursements by the Trustee from the 'Trust; (e) To maintain all records that may be necessary for the administration of the Plan other than those maintained by the Trustee; and (D To appoint a plan administrator or any other agent, and to delegate to them or to the Trustee such powers and duties in connection with the administration of the Plan as it may from time to time prescribe, and to designate each such administrator or agent as a fiduciary with regard to matters delegated to him. NB1:564577.3 66A-5 With respect to management and control of investments, the Employer shall have the power to direct the "Trustee in writing with respect to the investment of the Trust assets or any part thereof, Expenses and fees in connection with the administration of the Plan and the Trust shall be paid from the Trust assets to the fullest extent permitted by law, unless the Employer determines otherwise. In accordance with Section 53217 of the California Government Code, the Employer may elect to make contributions to the Trust sufficient to defray the expenses of administering the Plan or may pay such expenses directly. 5.2 AmendmentandTermination, The Employer shall have the right to amend, modify or terminate this Plan at any time. The Employer shall not be liable for the payment of any benefits under this Plan and all benefits hereunder shall be payable solely from the assets of the Trust. NBI:56077.3 55 ^ -5Q ARTICLE VI MISCELLANEOUS 6.1 Participant's Right Not Subject to Execution. The right of a Participant to a benefit under this Plan is not assignable and is not subject to execution or any other process whatsoever, except to the extent permitted by the Code of Civil Procedure and the Family Code of the State of California. Any payment hereunder required under the California Family Code to a person other than the Participant must not alter the form or amount of benefits hereunder except to the extent provided in a Qualified Domestic Relations Order (as defined in Code Section 414(p)) prior to the Participant's Break in Employment. 6.2 Investment. All contributions, interest earned, and any assets of the Plan shall at all times be invested and managed in accordance with the requirements of the California Government Code, 6.3 Valuation. The value of the Trust under the Plan shall be established periodically as determined by the Employer in its discretion (but no less frequently than annually) and investment gains and losses thereon shall be allocated to the Participants' Accounts. Notwithstanding anything to the contrary herein, if the Employer determines that Accounts should be valued on a more frequent basis or that an alternative method of allocating eamings and losses would better serve the interests of the Participants or their Beneficiaries or could more readily be implemented, the Employer may make such changes; provided that any alternative method must result in Plan earnings being allocated on the general basis of Account balances. NB1:564577.3 6SA-69 6.4 Unclaimed Benefits. Each Participant and Beneficiary of a deceased Participant shall .file with the Employer from time to time in writing, his or her home address and each change of home address. Any communication addressed to the Participant or the Beneficiary at his or her last home address filed with the Employer, or if no such address was filed, then at his or her last home address as shown on the Employer's records, shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Employer shall not be obligated to search for or ascertain the whereabouts of any Participant or Beneficiary, and the Participant's Account balance shall be subject to the abandoned .property law of the applicable jurisdiction. NBI:seasn.s 65A-60 ARTICLE VII DEFINITIONS 7.1 Definitions. "Account" means the account maintained by the Employer for each Participant that is credited with the amounts provided herein. "Alternate Payee" means any spouse, former spouse, child or other dependent of a Participant who is recognized by a Domestic Relations Order (as defined under "Qualified Domestic Relations Order" below) as having a right to receive all, or a pottion of, the benefits payable under this Plan with respect to such Participant. "Amended Effective Date" means December 19, 2011. "Applicable Dollar Amount" means the "applicable dollar amount" as defined in Code Section 457(e)(15) (as adjusted from time -to -time as set forth in Code Section 457(e)(15)). "Approved Absence" means a leave of absence (without pay) granted to an Employee under the Employer's established leave policy. "Beneficiary" means the person, persons, trust or trusts designated by a Participant, or, in the absence of a designation, entitled by will or the laws of descent and distribution, to receive the benefit specified under this Plan if the Participant dies and means the Participant's executor or administrator if no other beneficiary is designated and able to act under the circumstances. "Break in Employment" means any termination of employment by reason, of resignation, discharge, retirement, disability, death, or other event constituting a "severance from employment" as defined under Code Section 457(d)(1)(A)(ii), NT31:564577.3 55A-61 "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Compensation" means all compensation paid to a Participant that is attributable to services performed for the Employer and is includible in the Participant's gross income for the Plan Year. Notwithstanding the foregoing, Compensation shall have the meaning of"includible compensation" as defined in Code Section 457(e). "Effective Date" means January 1, 1992. "Eligible Employee" means all of those Employees of the Employer whose participation in this Plan is not prohibited or restricted by the provisions of a collective bargaining agreement or another plan or retirement system maintained by the Employer. Additionally, Employees who are exempt from coverage under Social Security by federal law or regulation shall not be Eligible Employees. "Employee" means an employee of the Employer. "Employer" means the City of Santa Ana that has adopted this Plan. "Normal Retirement Age" means the range of ages from 55 through and including 70 1/2 as designated by the Participant. Any Participant who works beyond age 70 1/2 may designate a Normal Retirement Age greater than 70 1/2; provided, however that Normal Retirement Age may not be later than the date or age at which the Participant terminates employment with the Employer. "Participant" means a Participant under Article I hereof. "Plan" means the City of Santa Ana Public Agency Retirement System 3121 Part -Time Social Security Alternative Retirement Plan. "Plan Year" means the consecutive twelve-month period beginning on July I and ending on June 30. NB1:564577.3 5 G A 'O2 "Qualified Domestic Relations Order" means a Domestic Relations Order (as defined herein) which (a) creates or recognizes the existence of an Alternate Payee's right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable to a Participant under this Plan; (b) clearly specifies (i) the name and the last known mailing address of the Participant and the name and mailing address of each Alternate Payee covered by the order, (ii) the amount or percentage of the Participant's benefits to be paid by this Plan to each such Alternate Payee, or the manner in which such amount or percentage is to be determined, (iii) the number of payments or period to which such order applies and (iv) that it applies to this Plan; and (c) does not (i) require this Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan, (ii) require this Plan to provide increased benefits (determined on the basis of actuarial value), or (iii) require the payment of benefits to an Alternate Payee which are required to be paid to another Alternate Payee under another order previously determined to be a Qualified Domestic Relations Order. For purposes of this Plan, a "Domestic Relations Order" means any judgment, decree, or order (including approval of a property settlement agreement) which (a) relates to the provisions of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant and (b) is made pursuant to a State domestic relations law (including a community property law). "Retirement System" means any plan that meets the requirements for a retirement system under Section 3121(b)(7)(P) of the Code and the final Regulations thereunder, "Social Security" means the Social Security program as set forth in Title 42 of the United States Code, section 301 et seq, Nnt:5645773 - 55A-63 "'Trust" means the trust established as part of the Public Agency Retirement Trust to hold the assets of the Plan. "Trustee" means the trustee of the Trust. "Valuation Date" means the last day of the Plan Year or such other day on which the assets of the Trust are valued and the value of each Participant's Account is determined. NS L364577.3 55A-64 ADOPTION OF THE CITY OF SANTA ANA PUBLIC AGENCY RETIREMENT SYSTEM 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN The City of Santa Ana Public Agency Retirement System 1121 Part -Time Social Security Alternative Retirement Plan is hereby adopted effective December 19, 2011. TITLE: Executive Director of Finance& Management Services DATE: \z I Lo / 20 %� 55A-65 APPENDIX A Mfinimum Distribution Requirements A.l General Rules. (a) Effective Date. The provisions of this Appendix A will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. (b) Precedence. The requirements of this Appendix A will take precedence over any inconsistent provisions of the Plan provided that this Appendix A shall not be considered to allow a Participant or Beneficiary to delay a distribution or elect an optional form of benefit not otherwise provided in the Plan. (c) Requirements of Treasury Regulations Incorporated. All distributions required under this Appendix A will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Internal Revenue Code, A.2 Time and Manner of Distribution. (a) Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date. (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (1) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary, then, except as provided elsewhere in this Appendix A, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70'/a, if later. (2) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary, then, except as provided elsewhere in this Appendix A, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (4) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary and the surviving spouse dies after the Participant but before N131:564577.3 56A-6V distributions to the surviving spouse begin, this Section A.2(b), other than Section A,2(b)(1), will apply as if the surviving spouse were the Participant. For purposes of this Section A 2(b) and Section A.4, unless Section A.2(b)(4) applies, distributions are considered to begin on the Participant's Required Beginning Date. If Section A.2(b)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section A.2(b)(1). (c) Forms of Distribution. Unless the Participant's interest is distributed in the form of a single surn on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections A.3 and A.4 of this Appendix A. A.3 Required Minimum Distributions During Participant's Lifetime. (a) Amount, of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: (1) the quotient obtained by dividing the Participant's Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the Distribution Calendar Year; or (2) if the Participant's sole Designated Beneficiary for the Distribution Calendar Year is the Participant's spouse, the quotient obtained by dividing the Participant's Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the Distribution Calendar Year. (b) Lifetime Required. Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section A,3 beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant's date of death. A.4 Required Minimum Distributions After Participant's Death. (a) Death On or After Date Distributions Begin. (1) Participant Survived by Desi mated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life M 1:56,1S77.3 56he-67 Expectancy of the Participant's Designated Beneficiary, determined as follows: (A) The Participant's remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year, (B) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For Distribution Calendar Years after the year of the surviving spouse's death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (C) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary, the Designated Beneficiary's remaining Life Expectancy is calculated using the age of the beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. (2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the Participant's remaining Life Expectancy calculated using the age of the. Participant in the year of death, reduced by one for each subsequent year, (b) Death Before Date Distributions Begin. (1) Participant,Survived by Designated -Be . Except as provided elsewhere in this Appendix A, if the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the remaining Life Expectancy of the Participant's Designated Beneficiary, determined as provided in Section AA(a), (2) No Designated Beneficiary, If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. NB 1:564577.3 56A-t-68 (3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required 'to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section A.2(b)(1), this Section AA(b) will apply as if the surviving spouse were the Participant. A.5 Definitions. For purposes of this Appendix A, the following terms shall have the meanings set forth below: (a) Designated Beneficiary. The individual who is designated as the beneficiary under Section 1.5 of the Plan is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1,401(a)(9)-1, Q&A-4, of the Treasury regulations. (b) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section A.2(b) The required minimum distribution for the participant's first distribution calendar year will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year. (c) Life Expectancy, Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations. (d) Participant's Account Balance. The account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date gird decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. (e) Requied Beginning Date. The Required Beginning Date means April I of the calendar year following the later of (a) the calendar year in which the Participant attains age seventy and a half (70 '/2), or (b) the calendar year in which the Employee has a Break in Employment. M I:5G4577.3 56A-69 A.6 Effective Date of flan Amendment for ,Section 401(a)(9) Final and Temporary Treasury Regulations. Appendix A applies for purposes of detennining required minimum distributions for Distribution Calendar Years beginning with the 2003 calendar year. r, ,:5645,7., 55.4m-70 AMENDMENT TO TIIE CITY OF SANTA ANA PARS 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN WHEREAS, the City of Santa Ana (the "City") adopted the City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan (the "Plan'), amended and restated, effective December 19, 2011; and WHEREAS, the City desires to amend the Plan in response to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to allow Coronavirus-Related Distributions and temporary waiver to Required Minimum Distributions; and WHEREAS, the City has the right to amend the Plan in accordance with Section 5,2 of the Plan. NOW, THEREFORE, BE IT RESOLVED, this amendment is intended as good faith compliance with the CARES Act and adds the following Coronavirus-Related Distributions and temporary waiver of Required Minimum Distributions to the Plan. 1. Section 4.6, Coronavirus-Related Distributions, is hereby added to Article IV of the Plan, 4.6 Coronavirus-Related Distributions, (a) This Section 4.6 which provides for "Coronavirus-Related Distributions" as described below supersedes any Plan provision to the contrary. Section 4.6 is intended to comply with section 2202 of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and the regulations thereunder and will be interpreted accordingly. (b) The Employer may make Coronavirus-Related Distributions to a Qualified Individual from his or her vested Account under the Plan on or between January 1, 2020 and December 31, 2020, under one of the following conditions: (1) The Qualified Individual is diagnosed with the virus SARS-CoV-2 or with Coronavirus disease 2019 (COVID-19) by a test approved by the Centers for Disease Control and Prevention, (ii) The Qualified Individual's spouse or dependent (as defined in section 152 of the Internal Revenue Code of 1996) is diagnosed with such virus or disease by such a test. (if) The Qualified Individual experiences adverse financial consequences as a result of being quarantined, being furloughed or laid off or having work hours reduced due to such virus or disease, closing or reducing hours of a business owned or operated by the individual due to such virus or disease, or other factors as determined by the Secretary of Treasury (or the Secretary's delegate). Page 1 of 3 55A-71 (c) The Employer may rely on the Qualified Individual's certification that he or she satisfies the conditions above in determining whether any distribution to the Qualified Individual is a Coronavirus-Related Distribution. (d) The aggregate amount of Coronavirus-Related Distributions received in 2020 by a Qualified Individual under this Plan and from any other Employer. sponsored Eligible Retirement Plan may not exceed $100,000. (e) Coronavirus-Related Distributions are not Eligible Rollover Distributions. However, no tax withholding will apply to Coronavirus-Related Distributions. (1) In the case of any Coronavirus-Related Distribution, unless the Qualified Individual elects otherwise, any amount required to be included the Qualified Individuals taxable income will be included ratably over the three taxable years following the distributions beginning with the taxable year of the distribution. (g) A Qualified Individual who receives a Coronavirus-Related Distribution may, at any time during the three year period beginning on the day alter the date on which such distribution was received, make one or more contributions in an aggregate amount not to exceed the amount of such distribution to an Eligible Retirement Plan of which such Qualified Individual is a beneficiary (including this Plan if the Qualified Individual is then a Participant or Beneficiary) and to which a rollover contribution of such distribution could be made under Internal Revenue Code section 402(e), 403(a)(4), 403(b)(8), 408(d)(3), or 457(e)(16). Such repayments shall be subject to section 2202(a)(3) of the CARES Act. (h) A Qualified Individual means a Participant or a Beneficiary or an Alternate Payee with an Account under the Plan. 2. Section A.7, Temporary Waiver of Required N inirnum Distributions is hereby added to Appendix A of the Plan. A.7 Temporary Waiver of Required Minimum Distributions Notwithstanding any contrary provision in this Appendix A, in accordance with section 2203 of the CARES Act, a Participant or Beneficiary who would have been required to receive required minimum distributions for the 2020 calendar year but for the enactment of the CARES Act ("2020 RMDs") and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2020 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2020 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant's designated Beneficiary, or for a period of at least 10 years ("Extended 2020 RMDs"), will not receive those distributions for 2020. Page 2 of 3 55A-72 3. All other terms and conditions under the Plan shall remain in full force and effect. IN WITNESS WHEREOF, this amendment is hereby adopted effective as of the date executed below. CITY OF SANTA ANA By: "o Kathryn Do ns Its: Executive Director, Finance & Management Services Dated: S- 1 ? ZO Page 3 of 3 55A-73 CERTIFICATE OF LIABILITY INSURANCE DATS(VAUDDnYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the ci ldlicate holder Is an ADDITIONAL INSURED, the 1 0110y1le51 must have ADDITIONAL INSURED provlslons or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on ____ ___ ______ 9., the eadNnrata hntdar in lieu of such endorsement(s). Stratagles Company Main Street, Suite 450 1, CA 92614 CA DOI License No. OF06675 INSURED Phase II SySte dba: PARS 1114 4350 Von Karman Ave., Ste 100 Newport Beach CA 92660 POLICY THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIU I tU ttLUYY nnvc ocr_,. ww�r. •.� •• •- ••---• •-- - OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCEDU P POUCYAE� EXCLUSIONS uxrts P18R TYPE OF INSURANCE POLICY NUMBER 72SBAAC2429 5/8/2020 51812OZI EACH OCCURRENCE f 2000000 A �/ COMMERL sill 000 000 CLAIM$•MADE ❑✓ OCCUR / PREMISES nen a MED EXP(my .0 parson) S$10000 PERSONAL S AOV INJURY S 2 non 000 GENERAL AGGREGATE S$4,000,000 GENL ADORE ATE LIMIT APPLIES PER: ✓❑ PR(N � LOC PRODUCTS-COMPIOP AGG f 4000000 POLICY JECTS OTHER: COMSIN I GLE LIMIT S 72SSAAC2429 518I2020 5/8I2021 a dN, 2000000 A AUTOMOBILEUABILRY ✓ BODILY INJURY (Pat Panan) S ANY AUTO / ✓ OWNED SCHEDULED BODILY INJURY (Per acaEentI S AUTOS ONLY AUTOS PRO PERT DAMAGE S HIRED NON.OWNEO ✓ AUTOS ONLY I dart I AUTOS ONLY S EACH OCCURRENCE f UMBRELLA UAB OCCUR AGGREGATE f EXCESS UVIS CLAIMS -MADE f OED RETENTIONS U82d193983 6/1/2020 6/112021 ✓ STAT ER B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN E.L. EACH ACCIDENT S$1000000 ANYPROPRIETOMPARTNEMEXEMnVE OFFICERRAEMBER EXCLUDED? ❑ NIA E.L. DISEASE-t:A EMPLOYE f (Maademry In NH) IIyyN, da9Cnba uMot OF OPERATIONS to w E.L. DISEASE -POLICY LIMIT S 1000000 DESCRIPTION MPP9039279 7/3012019 7130k020 C Professional Liability Aggregate: a $2 000 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VENICLEe Ieww Projects as On file with the insured including but not limited 10: City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan. The City of Santa Ana, its officials, employees and volunteers are named as additional Insureds on the gen liability policy. including the non -Owned and hired ayyyto liability. General Liability policy is primary and non-contributory. The above policies contain a 30 d notice provision for non -renewal and cancellation, 10-day notice for non-payment of premium. ��l -21]� SHOULD ANV OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE (ii1v of Santa Ana //! THE EXPIRATION DATE THEREOF, NOTIC E WILL BE F UvERED IN RIS Management Division, 4th Fl, ACCOROANCE WITH THE POLICYPROVISIONS. 20 Civic Center Plaza — Santa Ana CA 92702 Aiv, & r►CEVEdO AUTHORQEDREPREBENTAINE 011988.2015 ACC ACORD 25 (201al The ACORD name and logo are registered marks of ACORD 5587SS11 120-21 G aL-NNOA-XC 19-20 PL I Sherry Yaun9 1 6/5/2020 "" r" FN IPMI I P.'. L or 15 72SBAAC2429 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but t t their duties as your e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co. "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. only with respec o of managers. *IEWED & APPROVEt� you 9 re not in the business re you professional health care d. An organization other than a partne isk MANAGEMENT Divisio%ervices, Paragraph (d) does not apply joint venture or limited liability company, to any nurse, emergency medical are an insured. Your "executive officers" and JUN 2020 technician or paramedic employed by directors are insureds, but only with respell you ni provide such services. to their duties as your officers or direr Your stockholders are also insureds, but only ANGiE ACEVEdO (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 55075511 120.21 CA OL-NNOA-NC. 19-20 PL I Sherry Young 1 6/5/2020 1:59:11 PM IPVfI I Page 2 of 15 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or before you acquired or formed the any member (if you are a limited a liability company). organization. 4. Operator Of Mobile Equipment b. Real Estate Manager "employee" With respect to "mobile equipment" registered in P Any person (other than your or name under any motor vehicle registration "volunteer worker"), or any organization your law, any person is an insured while driving such while acting as your real estate manager. equipment along a public highway with your C. Temporary Custodians Of Your permission. Any other person or organization Property responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: a. "Bodily injury" to a co2employee" of the been appointed. person driving the equipment; or d. Legal Representative If You Die b. "Property damage" to property owned by, Your legal representative if you die, but rented to, in the charge of or occupied by only with respect to duties as such. That you or the employer of any person who is representative will have all your rights and an insured under this provision. duties under this Insurance, 5. Operator of Nonowned Watercraft e. Unnamed Subsidiary With respect to watercraft you do not own that Any subsidiary and subsidiary thereof, of is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an you own a financial interest of of which you insured while operating such watercraft with more than of the voting stock on the your permission. Any other person or effective date of this Coverage Part. organization responsible for the conduct of The insurance afforded herein for any such person is also an Insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be However, no person or organization is an an insured under such policy but for its insured with respect to: termination or upon the exhaustion of its a. "Bodily injury" to a co -"employee" of the limits of insurance. person operating the watercraft; or 3. Newly Acquired Or Formed Organization b. "Property damage" to property owned by, Any organization you newly acquire form, rented to, in the charge of or occupied by ure or other than a partnership, joint venture you or the employer of any person who is limited liability company, and over which you 0 an insured under this provision. maintain financial interest of more than 506 of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance --WED & APP n Contract, Written Agreement Or available to that organization. However: MANAGEMENT a. Coverage under this provision is afforded The person(s) or organizations) identified in only until the 180th day after you acquire SUN 1 0203aragraphs a. through f. below are additional insureds when you have agreed, in a written or form the organization or the end of the policy period, whichever is earlier; and -%NgIE ACEVEdo Form SS 00 08 04 05 Page 11 of 24 45975511 1 20-21 CA .........0. 19-34 PL I eh.rr, Young 16/5/2020 L,S3.11 PH I'M' I Page 3 0! 15 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally (a) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs (d) or (f); or (il) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment 0) by the vendor; -VIEWED & APPROVE (d) Repackaging, except Will MANAGEMENT Dlvisir unpacked solely for the purpose of inspection, demonstration, testing�UN n,�� or the substitution of parts under [u�� instructions from the manufa and then repackaged in thNgiEACEVEdc original container; Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 SS875571 [ 20'21 CA OL-MOA-NC, 19.20 PL I Sherry YaMg 16/5/3020 lts3tll PX P021 I Pa9< 4 of 15 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations: (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (I) The written contract or written agreement requires you to provide such coverage to such additional insured; and (if) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "Products - completed operations hazard". (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or appro%REVIEWED & APPRO' insurance does not apply to: maps, shop drawings, opinior®t, Risk MANAGEMENT Divis "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or JUN 1 Z��J arising out of the rendering of, or the drawings and specifications; or "` failure to render, any professional (b) Supervisory, inspecti ----- architectural, engineering or surveying architectural or engineering ANgiE ACEVEdc. services, including: activities. Form SS 00 08 04 05 Page 13 of 24 SSB145I3 20-21 CA CL 6NOA-MC. 19-N FL I Sher" Y"sq 1 6/5/2020 1153 11 " 'Pl. I page 5 of 15 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "Products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal I d' medical This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "properly damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: and advertising injury , inc u mg ea. The limits of insurance specified in a expenses, is the General Aggregate Limit written contract, written agreement or shown in the Declarations. This General Aggregate Limit applies REVIEWED & APPIRissued by a state or political separately to each of your "locations" By Risk MANAGEMENrKNI9' ion, or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the JUN 11 231$clarations. same or connecting lots, or premise Such amount shall be a part of and not in whose connection is interrupted only by a � ANgiE ACg@&n to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 55B9453t 30-21 G QL-"0h-x4 19-20 PL I Sherry Yeueg 16/5/2D20 1:53:17 PM (PM I Page 6 of 15 BUSINESS LIABILITY COVERAGE FORM if more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or legal received in connection applies to any claim or "suit", the most we will pay papers "suit" under this policy and the endorsements is the with the claim or single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation. limit set forth in Paragraph 3, above. settlement of the Claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Cost of determining the Limits of Insurance. No insured will, except at that insured's own E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part, Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an additional insured, such additional insured Offense, Claim Of Suit must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. EV)EWED & APPRO, L manager, if you or an additional You or any additional insured must seeyt9isk MANAcemervT Divisio Insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. JUN 1A 2040 insured is a trust; or c. Assistance And Cooperation Of The .: -_a,_(b). Any elected or appointed official, if you Insured ANgiE ACEVEdt, or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 SSOl55A 20-21 G M-IWM-NC, 19-20 PL I Starry Young 1 6/5/2020 1:53:17 M 'Pm I Pag" '/ o[ 15 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily Injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other a. Primary Insurance coverage required by any motor vehicle law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other Insurance by the method described in c. No person or organization has a right under below. this Coverage Form: b. Excess Insurance a. To join us as a parry or otherwise bring us This insurance is excess over any of the into a "suit" asking for damages from an other insurance, whether primary, excess, insured; or contingent or on any other basis: b. To sue us on this Coverage Form unless all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or "your on an agreed settlement or on a final judgment similar coverage for work'; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the (3) Tenant Liability claimant or the claimant's legal representative. 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: (4) Aircraft, Auto Or Watercraft a. As if each Named Insured were the only If the loss arises out of the maintenance Named Insured; and or use of aircraft, "autos" or watercraft to b. Separately to each insured against whom the extent not subject to Exclusion g. of a claim is made or "suit" is brought. Section A. — Coverages. VIEWED & AP 6. Representations :.4T Property Damage To Borrowed Risk MANAGEMENT L�) a. When You Accept This Policy y Equipment Or Use Of Elevators By accepting this policy, you agree: �UN If the loss arises out of "property (1) The statements in the Declarations 'j�3 %•^ damage" to borrowed equipment or are accurate and complete; �—_ N4 �� the use of elevators to the extent not ANq{IE ACEVEdC: subject to Exclusion k. of Section A. — (2) Those statements are based upon Coverages. representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 55975571 1 20-21 CA 04-HN A -MC, 19-20 PL I Sherry Young 1 615/2.20 1:51:11 PM (PCl I Page 9 of 15 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this Insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other Insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us, The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) additional Insured. the insured has waived any rights of When this insurance is excess, we AKVIEWED & APP Very against any person or have no duty under this Coverage Part By Risk MANMAMENr Eization for all or part of any payment, defend the insured against any "suit" if any ncluding Supplementary Payments, we other insurer has a duty to defend the JUN 1 Lutkhave made under this Coverage Part, we insured against that "suit". If no other _ WW_w.aive that right, provided the insured insurer defends, we will undertake tOdrANACEVEdealved their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 556]55R 20-21 CA CL-4HOA-NC, 19-20 PL I sherry young 1 6/5/2020 1:53:11 Pn IPM1 I Page 9 0[ 15 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for 'bodily Injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any 'occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence" that takes place after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Stuuctural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such Structural alterations, ntWUltWED & ArPROb.. person or organization. construction or demolition operati*Risk MANAGE&MAJIdlltiOnai Insured - State Or Political performed by or on behalf of such Subdivision — Permits inn person or organization. 1 1uO3 WHO IS AN INSURED under Section C. is _ amended to include as an additional ANgiE ACEvedc- insured the state or political subdivision shown in the Declarations as an Additional (2) Page 18 of 24 Form SS 00 08 04 05 E567SS71 1 20-21 CA GL-SNOA-W 19-20 PL I Sherry Young 16/5/2020 1:S1,17 M IPMI I Page 10 of 15 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (a) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product -completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured — Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (1) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or (ii) Such inspections, "property damage" included within the adjustments, tests or servicing "products -completed operations hazard". as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to sole) for the purpose of ins ti v p � � QgVIEWED & AP{°'��b "ty arising out of: demonstration, testing, or 14? Risk MANAGFmcra. T)tqWr financial control of you; or substitution of parts under )� Premises they own, maintain or control instructions from the manufacturer, 1 2420while you lease or occupy these premises. and then repackaged in the original container; ANgiE ACEJEdC Form SS 00 08 04 06 Page 19 of 24 SSB75571 1 20.21 G GL-NNDA-MC, 19-20 PL I Sherry Ycung 1 6/5/2020 1:53:17 PM IPMI I Page 11 of 15 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizations) Add1 nal The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS shown in the Declarations as an i io 1. "Advertisement" means the widespread public Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of Inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional (5) Newspaper; insured(s); or b. The Internet, but only that part of web (2) In connection with "your work" c ts or site that is about goods, products performed for that additional insured services for the purposes inducing the and included within the "products- sale of goods, products or services; or completed operations hazard", but only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products -completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network. injury" arising out of the rendering of, or 2. "Advertising idea" means any idea for an the failure to render, any professional "advertisement". architectural, engineering or surveying services, Including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged properties of asbestos and includes the mere prepare or approve, maps, shop presence of asbestos In any form. drawings, opinions, reports, surveys, field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi -trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or equipment. But "auto" does not include or engineering activities. "mobile equipment". 10. Additional Insured — Co -Owner Of Insured 5. "Bodily injury" means physical: Premises WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional in Sickness; or ED APPRcIwp )g the person(s) or Or anization(s) shown VNIANAGEMEN' Insuredsustained )i1c• Disease Declarations as an Additional by a person and, if arising out of the Owner Of Insured Premises, but onlyywi ,,,,�„ U.N 111 above, mental anguish or death at any time. respect to their liability as co-owner of th G,.� premises shown in the Declarations. W ( 6., ,."Coverage territory" means: ANq{iE ACEvuo,: Page 20 of 24 Form SS 00 08 04 05 696ISS11 120-21 C OL-NNU MC, 1940 FL 18herry Young 1 6/5/2020 1:61,1' PM (P l I Page 12 of 15 72SBAAC2429 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON -OWNED AUTO This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This coverage is subject to all provisions in the BUSINESS LIABILITY COVERAGE FORM not expressly modified herein: A. Amended Coverage: Coverage is extended to "bodily injury" and "property damage" arising out of the use of a "hired auto" and "non -owned auto". B. Paragraph B. EXCLUSIONS is amended as follows: 1. Exclusion g. Aircraft, Auto or Watercraft does not apply to a "hired auto" or a "non -owned auto". e moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto'; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: 2. Exclusion e. Employers Liability does not (1) The "pollutants" escape, seep, migrate, apply to "bodily injury" to domestic "employees" or are discharged or released directly not entitled to workers' compensation benefits from an "auto" part designed by its or to liability assumed by the "insured" under an manufacturer to hold, store, receive, or "Insured contract". dispose of such "pollutants"; and 3. Exclusion f. Pollution is replaced by the (2) The "bodily injury" and "property following: damage" does not arise out of the "Bodily injury" or "property damage" arising out operation of any equipment listed in paragraphs 15.b, and 15.c. of the of the actual, alleged or threatened discharge, definition of "mobile equipment". dispersal, seepage, migration, release or escape of "pollutants": Paragraphs b. and c. above do not apply to a. That are, or that are contained in any "accidents" that occur away from premises owned by or rented to an "insured" with property that is: respect to "pollutants" not in or upon a (1) Being transported or towed by, handled, covered "auto" if: or handled for movement into, onto or "auto"; (1) The "pollutants" or any property in from, the covered which the "pollutants" are contained are (2) Otherwise in the course of transit by or upset, overturned or damaged as a on behalf of the "insured", or result of the maintenance or use of a (3) Being stored, disposed of, treated or covered "auto"; and processed in or upon the covere9VIEWED b APPRG "auto". Risk MANAF EMENT O11- yy "pollutants" b. Before the or any property ih which the "pollutants" are contained are N 1 C etu ANGiE ACEVEd Form SS 04 38 09 09 Page 1 of 3 © 2009, The Hartford (Includes copyrighted material of ISO Properties. Inc., with its permission) SS8755T1 120-21 CA GL-MOA-WC. 19-20 Pb I Bhe[ry Young 1 6/5/2020 1:53:11 PM 19CT1 I Page 13 of 15 (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage as a result of the maintenance or use of a covered "auto". D. 4. With respect to this coverage, the following additional exclusions apply: a. Fellow employee Coverage does not apply to "bodily injury" to any fellow "employee" of the "insured" arising out of the operation of an "auto" owned by the "insured" in the course of the fellow "employee's" employment. b. Care, custody or control Coverage does not apply to "property damage" involving property owned or transported by the "insured" or in the "insured's" care, custody or control. C. With respect to "hired auto" and "non -owned auto" coverage, Paragraph C. WHO IS AN INSURED is deleted and replaced by the following: The following are "insureds": a. You. b. Your "employee" while using with your permission: (1) An "auto" you hire or borrow; or (2) An "auto" you don't own, hire or borrow in your business or personal affairs; or (3) An "auto" hired or rented by your "employee" on your behalf and at your direction. c. Anyone else while using a "hired auto" or "non - owned auto" with your permission except: (1) The owner or anyone else from whom you hire or borrow an "auto". (2) Someone using an auto while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. company) for an "auto" owned by him or her or a member of his or her household. d. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. With respect to the operation of a "hired auto" and "non -owned auto", the following additional conditions apply: 1. OTHER INSURANCE a. Except for any liability assumed under an "insured contract" the insurance provided by this Coverage Form is excess over any other collectible insurance. However, if your business is the selling, servicing, repairing, parking or storage of "autos", the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer's "auto" by you or your "employee". b. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 2. TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US If the Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us apply to the same "accident", the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy Issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. E. The following definitions are added: (3) Anyone other than your "employees", G. LIABILITY AND MEDICAL EXPENSES partners (if you are a partnership), members DEFINITIONS: (if you are a limited liability company), or a 1 lessee or borrower or any of their "employees", while moving property to or from an "auto". 7WED & APPRO (4) A partner (if you are a partnership), orkaMANAgEMEN, 7, member (if you are a limited liabilijy-� 1 ANqIE ACEatElr: "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any auto you lease, hire, rent or borrow from any of your "employees", your partners (if you are a partnership), members (if you are a limited liability company). Page 2 of 3 Form SS 04 38 09 09 $5575571 1 20-21 CA OL-MOA-WC. 19-00 PL I ahasry Young 1 6/5/2020 1,63,I7 PM ,PMI I Page 14 of 16 or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto' under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2. "Non -owned auto " means any "auto' you do not own, lease, hire, rent or borrow which is used in connection with your business. This Includes: a. "Autos" owned by your "employees" your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b. Customer's "auto' that is in your care, custody or control for service. IEWED & APPR1 :Isk MANAGEMENT n ��L. ANqIE ACEvEd( Form SS 04 38 09 09 Page 3 of 3 $5075571 1 20.21 CA OL-HMOA-WC. 19-20 PL I Sherry Yaw9 16/5/2020 1:53t17 PM IM) f Ps9e 15 of 15 NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Phase II Systems Name: Project A-2020-119 Number: Project Agreement for Administrative Services Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION FILE TYPE OF INSURANCE COI DATE NUMBER DATE NAME City of Santa AUTOMOBILE LIABILITY 72SBAAC2429 05/08/2023 07/25/2022 Ana SRP COI.PDF City of Santa GENERAL LIABILITY 72SBAAC2429 05/08/2023 07/25/2022 Ana SRP COI.PDF City of Santa PROFESSIONAL LIABILITY MPP903927903 07/30/2023 07/25/2022 Ana SRP COI.PDF City of Santa WORKERS COMPENSATION AND UB2J193983 06/01/2023 07/25/2022 Ana ARS EMPLOYERS' LIABILITY COI.PDF Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 3/21/2023 2:48 PM