4828-2402-5842.v3
ADOPTION AGREEMENT
FOR THE
MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST
TABLE OF CONTENTS
Page
4828-2402-5842.v3
INTRODUCTION .......................................................................................................................... 1 ARTICLE 1 EMPLOYER INFORMATION ..................................................................................... 1 ARTICLE 2 PLAN INFORMATION ............................................................................................... 1 ARTICLE 3 TRUST ADMINISTRATIVE SERVICES .................................................................... 2 ARTICLE 4 INVESTMENTS ......................................................................................................... 2 ARTICLE 5 TRUST FEES AND EXPENSES ............................................................................... 2 ARTICLE 6 REPRESENTATIONS AND WARRANTIES .............................................................. 2 ARTICLE 7 STANDARD OF CARE AND INDEMNIFICATION..................................................... 3 ARTICLE 8 AMENDMENT ............................................................................................................ 4 ARTICLE 9 NO GUARANTEE OF INVESTMENT RESULTS ...................................................... 4 ARTICLE 10 ADOPTION OF TRUST ........................................................................................... 4 EXHIBIT A ................................................................................................................................. A-1 EXHIBIT B ................................................................................................................................. B-1 EXHIBIT C C-1
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INTRODUCTION
By executing this Adoption Agreement, the Employer named in Article 1 of this Adoption Agreement hereby adopts and agrees to be bound by the terms of the Multiple Employer OPEB/Pension 115 Trust (the “Trust”), a copy of which is attached as Exhibit A. To the extent there is a conflict between this Adoption Agreement and the Trust, the Trust will control. Unless otherwise specified below, initially capitalized terms used in this Adoption Agreement are defined in the Trust.
ARTICLE 1
EMPLOYER INFORMATION
1.1 Employer’s Name, Address, and Telephone Number
(a) Name: City of San Pablo
(b) Address: 1000 Gateway Avenue, San Pablo, CA 94806
(c) Telephone: 510-215-3000
1.2 Employer’s Taxpayer Identification Number:
ARTICLE 2
PLAN INFORMATION
2.1 Plan Names:
OPEB Plan(s): City of San Pablo OPEB Trust Account
Pension Plan(s): City of San Pablo Pension Stabilization Trust Account (Each a “Plan” and collectively, the “Plans”)
2.2 Employer-designated: Plan Administrator’s Name, Title, Address, and Telephone Number:
(a) Title: City Manager
(b) Address: 1000 Gateway Avenue, San Pablo, CA 94806
(c) Telephone: 510-215-3016
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ARTICLE 3
TRUST ADMINISTRATIVE SERVICES
As a condition of the Employer’s participation in the Trust, the Employer and the Trust Administrator have executed the Trust Administrative Services Agreement attached as Exhibit B.
ARTICLE 4
INVESTMENTS
The Employer hereby directs the Trust Administrator to direct the Trustee to invest the assets in the Employer’s Account in accordance with the investment strategy and any investment policy mutually agreed to by the Employer and the Trust Administrator.
ARTICLE 5
TRUST FEES AND EXPENSES
5.1 Trustees Fee will be equal to 0.02% (annual maximum fee per plan is $5,000). Other fees, including Trust Administration Fees are specified in Section 2.1 of the Trust Administrative Services Agreement. Please refer to Section 2.1 of the Trust Administrative Services Agreement for further information about payment of fees and expenses.
5.2 Method of Payment. Unless the Employer otherwise elects below, the Trust Administration Fees (as defined in Section 10.01(b) of the Trust), Trustee Fees (as defined in Section 10.01(c) of the Trust), and any other reasonable fees and expenses of administering the Employer’s Account will be paid from the Employer’s Account. In lieu of payments from its Account, the Employer hereby elects to pay the following amounts:
Trust Administration Fees
Trustee Fees
All expenses of the Employer’s Account other than fees Other (please insert description):
____________________________________
____________________________________
____________________________________
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
6.1 The Employer hereby represents and warrants that each of the following statements is true and correct to the best of its knowledge:
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(a) The Employer is a state, a political subdivision of a state or another public agency whose income is excludable from gross income under section 115 of the Internal Revenue Code that is established and maintained under the laws of the [State/Commonwealth] of ___California______.
(b) The Employer has established and maintains one or more Plans the exclusive purpose of each is to provide OPEB and/or retirement benefits to its former employees.
(c) The exclusive purpose of the Employer’s participation in the Trust is to fund the Pension Obligation or OPEB Obligation, or both, under the Employer’s Plans. (d) The Employer’s participation in the Trust for the purpose of funding, as applicable, the Pension Obligation or OPEB Obligation, or both, under the Employer’s Plans is authorized under the laws of the [State/Commonwealth] of ____California_______.
(e) The Employer’s Plans do not permit participants to direct or otherwise exercise in any manner, whether direct or indirect, control over the investment of their accounts or benefits accrued under the Plans.
(f) The Employer has received copies, and has read and understands the terms, of the Trust.
ARTICLE 7
STANDARD OF CARE AND INDEMNIFICATION
7.1 Standard of Care. The Trustee and the Trust Administrator must discharge their duties in accordance with the standard of care set forth in Section 6.01 of the Trust.
7.2 Employer Indemnification of Trustee. The Employer, from its own funds and not from any assets of the Trust, agrees to indemnify the Trustee and each of its affiliates against, and will hold them harmless from, any and all loss, claims, liability, and expense, including cost of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of them by reason of or in connection with the performance of the Trustee’s services under this Agreement, except to the extent such damages resulted from the Trustee’s or affiliate’s performance (or non-performance) of its duties under the Trust in a manner that constitutes gross negligence, willful misconduct or breach of the standard of care articulated in Section 6.01 of the Trust.
7.3 Employer Indemnification of Trust Administrator. Employer, from its own funds and not from any assets of the Trust, agrees to indemnify the Trust Administrator and each of its affiliates against, and will hold them harmless from, any and all damages imposed upon or incurred by any of them by reason of, or in connection with its services under the Trust or the Trust Administrative Services Agreement, except to the extent that such damages resulted from the Trust Administrator’s or affiliate’s performance (or non- performance) of its duties under the Trust or the Trust Administrative Services Agreement in a manner that constitutes gross negligence, willful misconduct or breach of the standard of care articulated in Section 6.01 of the Trust.
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7.4 Trustee Indemnification of Employer. The Trustee, from its own funds and not from any assets of the Trust, agrees to indemnify the Employer and each of its officials, officers, employees, and agents against, and will hold them harmless from, any and all loss, claims, liability, and expense, including cost of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of them by reason of or in connection with the performance of the Trustee’s services under this Agreement or the Trust in a manner that constitutes gross negligence, willful misconduct or breach of the standard of care articulated in Section 6.01 of the Trust.
Trust Administrator Indemnification of Employer. The Trust Administrator, from its own funds and not from any assets of the Trust, agrees to indemnify the Employer and each of its officials, officers, employees, and agents against, and will hold them harmless from, any and all loss, claims, liability, and expense, including cost of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of them by reason of or in connection with the performance of the Trust Administrator’s services under this Agreement or the Trust in a manner that constitutes gross negligence, willful misconduct or breach of the standard of care articulated in Section 6.01 of the Trust.
ARTICLE 8
AMENDMENT
The Employer understands and agrees that the Trust may be amended from time to time by the Trust Administrator with the approval of two-thirds of the Employers then participating in the Trust.
ARTICLE 9
NO GUARANTEE OF INVESTMENT RESULTS
The Employer understands and acknowledges that investments in the Trust involve risk and that there is no guarantee of investment performance or other performance of the Trust, including but not limited to, custodians, depositories, or counterparties to investment strategies of the Trust.
ARTICLE 10
ADOPTION OF TRUST
By executing this Adoption Agreement, the Employer hereby adopts and agrees to be bound by the terms of the Trust and hereby approves, ratifies and confirms the appointment of Alta Trust Company as the Trustee and Shuster Advisory Group, LLC as the Trust Administrator as of the effective date of this Adoption Agreement. This Adoption Agreement and the Trust Agreement are effective on the 1
st day of March, 2025.
EMPLOYER ACCEPTED:
TRUST ADMINISTRATOR
Agency Name SHUSTER ADVISORY GROUP, LLC
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By: By:
Its: Its: Managing Partner
Date: Date:
ACCEPTED:
TRUSTEE
ALTA TRUST COMPANY
By:
Its: Trust Officer
Date:
By:
Its: Chief Compliance Officer
Date:
A-1
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EXHIBIT A
TRUST
B-1
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EXHIBIT B
TRUST ADMINISTRATIVE SERVICES AGREEMENT
C-1
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EXHIBIT C
PLAN ADMINISTRATOR: SPECIMEN SIGNATURE