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Page 1 of 13 <br />ATTY/AGR/2017.217/PARS – SECTION 115 TRUST AGREEMENT <br />REV: 09-19-17 MI <br />AGREEMENT FOR PROFESSIONAL SERVICES <br />(Public Agency Retirement Services) <br /> <br />THIS AGREEMENT is made and entered into as of the _____ day of <br />__________________, 201_, by and between the CITY OF REDWOOD CITY, a charter <br />city and municipal corporation of the State of California ("City"), and Phase II Systems, <br />a corporation organized and existing under the laws of the State of California, doing <br />business as Public Agency Retirement Services and PARS ("Consultant"). <br /> <br />RECITALS <br />A. City requires the professional services of a trust administrator to provide <br />administrative services in connection with the PARS Public Agencies Post-Employment <br />Benefits Trust. <br /> <br />B. Consultant has the necessary experience in providing professional <br />services and advice. <br /> <br />C. Selection of Consultant is expected to achieve the desired results in an <br />expedited fashion. <br /> <br />D. Consultant has submitted a proposal to City and has affirmed its <br />willingness and ability to perform such work. <br /> <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br />contained herein, the Parties agree as follows: <br /> <br />1. Scope of Work. City retains Consultant to perform, and Consultant agrees to <br />render, those services (the "Services") that are defined in attached Exhibit "A," which is <br />incorporated herein by reference. In the event of a conflict between the provisions of <br />Exhibit “A” and the terms of this Agreement, the terms of this Agreement shall prevail. <br />City shall have the right to modify the scope of work to delete tasks in whole or in part. <br /> <br />2. Standard of Performance. While performing the Services, Consultant will <br />exercise the reasonable professional care and skill customarily exercised by reputable <br />members of Consultant's profession practicing in the urban Northern California Area, <br />and will use reasonable diligence and best judgment while exercising its professional <br />skill and expertise. <br /> <br />3. Term. Unless earlier terminated, the term of this Agreement will commence upon <br />the date first above written and shall expire upon completion of performance of Services <br />hereunder by Consultant. <br />6.3.A. - Page 6