ADOPTION AGREEMENT
FOR THE
POST-EMPLOYMENT BENEFITS TRUST
PFM ASSET MANAGEMENT LLC,
Trust Administrator
PRINCIPAL BANK,
As Successor Trustee
Revision Date: March 2022
Attachment 1
Adoption Agreement for the Post-Employment Benefits Trust
TABLE OF CONTENTS
INTRODUCTION........................................................................................................................................... 1 ARTICLE 1 EMPLOYER INFORMATION..................................................................................................... 1 ARTICLE 2 PLAN INFORMATION ............................................................................................................... 1 ARTICLE 3 TRUST ADMINISTRATIVE SERVICES .................................................................................... 1 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............................................................................................................................ 3 ARTICLE 9 NO GUARANTEE OF INVESTMENT RESULTS ...................................................................... 3 ADOPTION OF TRUST AGREEMENT ........................................................................................................ 4 EXHIBIT A..................................................................................................................................................A-1EXHIBIT B..................................................................................................................................................B-1EXHIBIT C.................................................................................................................................................C-1 1 Adoption Agreement for the Post-Employment Benefits Trust
INTRODUCTION
By executing this Adoption Agreement, the Employer named in Article 2 of this Adoption Agreement hereby adopts and agrees to be bound by the terms of the Post-Employment Benefits Trust Agreement (the "Trust Agreement"), a copy of which is attached as Exhibit A. To the extent there is a conflict between this Adoption Agreement and the Trust Agreement, the Trust Agreement will control. Unless otherwise specified below, initially capitalized terms used in this Adoption Agreement are defined in the Trust Agreement.
ARTICLE 1
EMPLOYER INFORMATION
1.1 Employer's Name, Address, and Telephone Number
(a) Name: City of Santa Rosa
(b) Address: 90 Santa Rosa Avenue, Santa Rosa, CA 95404 (c) Telephone: 707-543-3140
1.2 Employer's Taxpayer Identification Number: 94-6000-428 ARTICLE 2
PLAN INFORMATION
2.1 Plan Names:
OPEB Plan(s): Santa Rosa City PEMHCA OPEB
Pension Plan(s): Santa Rosa City General Fund Pension; Santa Rosa Water Pension Fund (Each a and collectively, the
2.2 Employer-designated: Plan Administrator's Name, Title, Address, and Telephone Number:
(a) Name: Alan Alton
(b) Title: Chief Financial Officer
(c) Address: 90 Santa Rosa Avenue, Santa Rosa, CA 95404 (d) Telephone: 707-543-3093
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. 2 Adoption Agreement for the Post-Employment Benefits Trust 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 mutually agreed to by the Employer and the Trust Administrator as set forth in the Investment Policy Statement attached as Exhibit C.
ARTICLE 5
TRUST FEES AND EXPENSES
5.1 Method of Payment. Unless the Employer otherwise elects below, the Trust Administration Fees (as defined in Section 9.2 of the Trust Agreement), Trustee Fees (as defined in Section 9.3 of the Trust Agreement), 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):
Please refer to Section 4 of the Trust Administrative Services Agreement for further information about payment of fees and expenses.
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:
(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 Code that is established and maintained under the laws of the State of California. (b) The Employer has established and maintains one or more Plans the exclusive purpose of each is to provide OPEB 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. 3 Adoption Agreement for the Post-Employment Benefits Trust (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 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 Agreement.
ARTICLE 7
STANDARD OF CARE AND INDEMNIFICATION
7.1 Standard of Care. The Trustee and the Trust Administrator must discharge their duties with respect to the investment and management of Trust assets in accordance with the standard of care set forth in Section 11.2 of the Trust Agreement, and in accordance with applicable California law.
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 fees, imposed upon or incurred at any time by any of them by reason of or in connection with the performance of the services under this Agreement, except to the extent such damages resulted from the or affiliate's performance (or non-performance) of its duties under the Trust Agreement in a manner that constitutes negligence, willful misconduct or a material breach of the standard of care articulated in Section 11.2 of the Trust Agreement.
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 Agreement 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 Agreement or the Trust Administrative Services Agreement in a manner that constitutes negligence, willful misconduct or a material breach of the standard of care articulated in Section
11.2 of the Trust Agreement.
ARTICLE 8 AMENDMENT
The Employer understands and agrees that the Trust Agreement may be amended from time to time by the Trustee and 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. 4 Adoption Agreement for the Post-Employment Benefits Trust
ADOPTION OF TRUST AGREEMENT
By executing this Adoption Agreement, the Employer hereby adopts and agrees to be bound by the terms of the Trust Agreement and hereby approves, ratifies and confirms the appointment of Principal Bank, as the successor Trustee to Wells Fargo Bank, N.A., and PFM Asset Management 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 10th day of May, 2022.
EMPLOYER
City of Santa Rosa
Agency Name
By:
Its:
Date:
ACCEPTED:
TRUST ADMINISTRATOR
PFM ASSET MANAGEMENT LLC
By:
Its:
Date:
TRUSTEE
PRINCIPAL BANK
By:
Its:
Date:
A-1 Adoption Agreement for the Post-Employment Benefits Trust
EXHIBIT A
FEES
Trust Administration Fees
Assets Under Management Annual Fee
Up to $25,000,000 0.30%
Next $75,000,000 0.15%
Next $150,000,000 0.10%
Next $250,000,000 0.05%
thereafter 0.02%
Minimum annual account fee is $25,000
B-1Adoption Agreement for the Post-Employment Benefits Trust
EXHIBIT B
TRUST ADMINISTRATIVE SERVICES AGREEMENT