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<br /> AGREEMENT FOR ADMINISTRATIVE SERVICES <br />This agreement ("Agreement") is made this bJ. 3 m day of ~, 2004, between Phase <br />II Systems ("Phase II Systems"), a corporation organized and xi sting under the laws of the <br />State of California and the City of Redwood City ("Agency"). <br />WHEREAS, Agency is desirous of retaining Phase II Systems, as Trust Administrator to the <br />PARS Trust, to provide administrative and consulting services with respect to the City of <br />Redwood City PARS Separation Incentive Plan (the "Plan"); <br />NOW THEREFORE, the parties agree: <br />1. Services. Phase II Systems will provide the services pertaining to the Plan as described <br /> in the exhibit attached hereto as "Exhibit lA" ("Services") in a timely manner, subject to <br /> the further provisions of this Agreement. <br />2. Fees for Services. Phase II Systems will be compensated for performance of the <br /> Services as described in the exhibit attached hereto as "Exhibit IB". <br />3. Payment Terms. Payment for the Services will be remitted directly trom Plan assets <br /> unless otherwise stated in Exhibit 1 B. In the event that the Agency chooses to make <br /> payment directly to Phase II Systems, it shall be the responsibility ofthe Agency to remit <br /> payment directly to Phase II Systems based upon an invoice prepared by Phase II <br /> Systems and delivered to the Agency. If payment is not received by Phase II Systems <br /> within thirty (30) days of the invoice delivery date, the balance due shall bear interest at <br /> the rate of 1.5% per month. If payment is not received trom the Agency within sixty (60) <br /> days of the invoice delivery date, payment plus accrued interest will be remitted directly <br /> trom Plan assets, unless Phase II Systems has previously received written communication <br /> disputing the subject invoice that is signed by a duly authorized representative of the <br /> Agency. <br />4. Fees for Services Beyond Scope. Fees for services beyond those specified in this <br /> Agreement will be billed to the Agency at the rates indicated in Phase II Systems' <br /> standard fee schedule in effect at the time the services are provided and shall be payable <br /> as described in Section 3 of this Agreement. Before any such services are performed, <br /> Phase II Systems will provide the Agency with written notice of the subject services, <br /> terms, and an estimate of the fees therefore. <br />5. Information Furnished to Phase II Systems. Phase II Systems will provide the <br /> Services contingent upon the Agency's providing Phase II Systems the information <br /> specified in the exhibit attached hereto as "Exhibit 1 C"("Data"). It shall be the <br /> responsibility of the Agency to certify the accuracy, content and completeness of the Data <br /> so that Phase II Systems may rely on such information without further audit. It shall <br /> further be the responsibility of the Agency to deliver the Data to Phase II Systems in such <br /> a manner that allows for a reasonable amount of time for the Services to be performed. <br /> Unless specified in Exhibit lA, Phase II Systems shall be under no duty to question Data <br /> received from the Agency, to compute contributions made to the Plan, to determine or <br /> inquire whether contributions are adequate to meet and discharge liabilities under the <br /> Page 1 <br />,.,. ..--. .. .-...-.... . .._. <br />