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HomeMy WebLinkAboutbocc.res.091.2000 A RESOLUTION OF THE 1 BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, AUTHORIZING ADMINISTRATIVE SERVICES DIRECTOR TO EXECUTE THE CONTRACT WITH CHARLES SCHWAB TRUST COMPANY FOR RETIREMENT PLAN CUSTODIAN AND WESTERN PENSION SERVICE CORPORATION, D.B.A. CERIDIAN RETIREMENT PLAN SERVICES FOR RECORDKEEPING SERVICES Resolution No. 2000- 091 RECITALS 1. Since 1996 the First Trust Corporation has served as custodian and administrator, for the Pitkin County Public Employees Retirement Plan ("PCPERP"). The firm was selected in a competitive process pursuant to the Pitkin County Procurement Code. 2. Recently the service levels provided by First Trust Corporation has been substandard resulting in hardships for plan participants and employees who work with First Trust complete plan requirements (i.e. timely reporting to employees of quarterly account balances, timely distributions to terminated employees, lack of availability of voice response system). 3. Consequently the Retirement Board for PCPERP contracted with Innovest, an independent consultant, to review plan administration services, costs and collect bids from firms which could provide plan custody and record-keeping services for PCPERP. 4. The Retirement Board for PCPERP has reviewed bids from two other potential plan administration firms and compared those services with First Trust. One other firm was contacted by Innovest, but declined to bid citing inexperience with governmental plans. The Retirement Board recommends the selection of Charles Schwab Trust Company for retirement plan custodian and Western Pension Service Corporation, D.B.A. Ceridian Retirement Plan Services for record-keeping services even though costs are higher it expected that service levels will be improved. Service fees are paid for by participant forfeitures, so there is no additional cost to the County for these services. Additional services, i.e. web access and the ability to transfer funds more than once per month, are available with the new vendors. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin County, Colorado, that (1) it is in the best interest of the County to accept the proposal from Charles Schwab Trust Company for retirement plan custodian and Western Pension Service Corporation, D.B.A. Ceridian Retirement Plan Services for record-keeping services, and that (2) the County Administrative Services Director is hereby authorized to execute a contracts with Charles Schwab and Western Pension Service Corporation for such services, subject to approval of the form of that contract by the County Attorney. APPROVED AND ADOPTED ON THE 12TH DAY OF APRIL,_2000, ATTEST: BOARD OF COUNTY COMMISSIONERS / OF PITKIN COUNTY, COLORADO Y � By: l /w/a✓ Je tte Jones Shellie Roy Harpe , Chairman Date: MANAGER APPROVAL: APPROVED AS TO FORM: Mo u ne Kon han, County Manager hn Ely, or APPROVED AS TO CONTENT Jo ney /Gls2 L 3� Tom Oken, Admin. Services Director s APPROVED BY RECORDKEEPING SERVICE AGREEMENT RESOLUTION Pitkin County APPROVED BY BOCC ON ' This Recordkeeping Service Agreement ("Agreement") is made by and between the Board of County Commissioners of Pitkin County,Colorado("County"),a home rule county, organized under the laws of the State of Colorado and the Pitkin County Public Employees' Retirement Plan("Plan")collectively referred to hereinafter as "Plan Sponsor", and Western Pension Service Corporation,d.b.a.Ceridian Retirement Plan Services("CAPS") as recordkeeper of the Plan. RECITALS ♦ Plan Sponsor has engaged CRPS to perform certain services to assist the Board of Trustees ("Plan Administrator")of the Plan in fulfilling its duties. ♦ Plan Sponsor and CRPS wish to enumerate clearly the duties of the Plan Sponsor, Plan Administrator and the duties of CRPS,as recordkeeper. ♦ The term Plan Sponsor as used in this Agreement shall also refer to the Plan Administrator or Administrative Committee designated by the Plan Sponsor to perform the duties of Plan Administrator. ♦ CRPS agrees to perform the respective services described in this Agreement in accordance with the provisions of the Plan and only to the extent applicable in accordance with the Employee Retirement Income Security Act of 1974 (ERISA) as amended provided that CRPS shall not assume the responsibilities of the Plan Sponsor or Plan Administrator under the Plan,and that CRPS shall not constitute the Plan Administrator as such term is defined in the Plan and within the meaning of ERISA. CRPS shall not be deemed to be a fiduciary or a"named fiduciary"as those terms are defined under ERISA or any similar or successor law. ♦ Plan Sponsor has designated or intends to designate Charles Schwab Trust Company ("Custodian") as Custodian of the Plan under a separate Custodial Agreement. ♦ Each person who executes this Agreement has authority to act on behalf of the Plan Sponsor or CRPS, as applicable. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below the parties agree as follows: TERMS AND CONDITIONS CRPS and Plan Sponsor each agree, effective June 1, 2000, ("Effective Date" of this Agreement) to provide the actions, services, supplies, forms, and materials in conjunction with the administration and operation of the Plan and its related Trust Fund("Trust")as set forth below: 1. Basic Recordkeening Services. CRPS shall provide specific services described in this Section and all of the services selectively referred to as the "Basic Administration Services." 1.1 Data Collection. CRPS shall maintain a master file of employee data containing each employee's name, Social Security number, address, date of hire, date of birth, and, if applicable, date of termination. If CRPS is engaged to send statements directly to the Plan participant, the Plan Sponsor shall be responsible for periodically (at least quarterly) providing CRPS with the mailing addresses of the participants in the format specified by CRPS. EMPLOYER ^OPY 1 593C n.A 0100 5/1M 1.2 Pay Period. Each pay period the Plan Sponsor shall provide CRPS with: 3 (a) Employee Census Data. Each new employee's year to date compensation for the Plan Year,date of hire,date of birth, mailing address,and each terminated employee's date of termination. (b) Payroll Data. Each pay period, the Plan Sponsor shall provide to CRPS information including each employee's compensation and contribution, mailing address, employer matching contribution and loan repayment amounts. CRPS shall check the Plan Sponsors control totals for each source of contribution against the contribution data received. Other than checking the control totals,CRPS has no duty to verify the participant information received as correct; it is assumed that data has been verified and is correct prior to receipt by CRPS. CRPS will process the payroll data within two business days of receipt of accurate payroll data from the Plan Sponsor. CRPS will notify the Custodian of the investment allocation of the payroll deposit within 1 business day after CRPS has completed processing the payroll. (c) Payroll and Employee Census Transmittal. It is required that the Plan Sponsor transmit payroll information and employee census information to CRPS in the format and method specified by CRPS. (d)Plan Deposits. It shall be the responsibility of the Plan Sponsor to wire directly to the Custodian the Plan deposit, consisting of employee contributions, employer matching contributions, loan repayment amounts, and any other plan contributions coinciding with each payroll or as soon as practical after each payroll. 13 Daily Determination of Investment Funds Gains or Losses. On a daily basis,CRPS shall obtain fund prices and calculate the value of each participant's account based on the closing Net Asset Value (NAV) as of the prior business day. Dividends shall be allocated to participants' accounts based upon assets in each respective participant's account as of the record date of the dividend and shall be allocated when the dividends are received and credited to the Trust by the Custodian. Interest from any short-term investment fund accounts or money market accounts shall be allocated to accounts when the interest is received and credited to the Trust by the Custodian. All Plan accounting and allocation of earnings or contributions is done by CRPS on a cash basis. 1.4 Participant Information Systems. (a) CRPS shall maintain an interactive telephone voice response system (IVRS) and internet website (WEB)for participants' use in obtaining basic information on their accounts. The IVRS and WEB shall be updated each business day with the exception of stated market holidays. The IVRS and WEB shall be maintained by CRPS and shall be available to Plan participants 24 hours a day,seven days a week except for periods of time allocated to system maintenance. The NRS and WEB are furnished for information purposes only and does not constitute a guarantee of account balances or fund performance. It in no way alters or amends the Plan or Trust or the conditions under which the funds are held for the benefit of the participants. (b) For participant access to the Instant Information Systems, the personal identification number(PIN) assigned to each Plan participant will be the last four digits of the participant's social security number. This PIN can be changed on the IVRS or WEB at anytime. CRPS shall not be responsible for confirming the identity of the individual making a request. (c) Unless otherwise indicated in writing by the Plan Sponsor, the IVRS and WEB shall also permit participants to change the investment of their entire existing account balance and the investment direction of future contributions among the specific investment fund choices of the Plan. CRPS shall only accept fund investment change instructions given by Plan participants through the NRS, WEB or if given in writing by the Plan participants when verified by the Plan Sponsor. CRPS shall instruct the Custodian to process investment fund trades to comply with participants' requests through the IVRS or WEB without question. (d) CRPS will use its best efforts to transmit investment reallocation instructions received through the NRS or WEB to the Custodian within two business days of receipt. Revised participant investment instructions for future payroll deposits for Plan participants will be updated within two business days of receipt by CRPS and will be effective for future payrolls processed after the date the investment allocation is posted. Written confirmations showing investment reallocations and investment instructions for future payroll deposits shall be mailed to the Plan participant if CRPS is engaged to send participant 2 593Jc.n 5/1M statements directly to the participant. Otherwise, the confirmations will be mailed to the Plan Sponsor at the following address within two business days after all trades associated with the investment reallocation have been completed: Debe Nelson Pitkin County 530 E. Main Street,Suite 201 Aspen,CO 81611 (e) Administrative Website Access.Should the Plan Sponsor wish to provide administrative access to the website maintained for the Plan to certain designated individuals, the Web Administrator Access Request Form attached to this agreement shall be completed, verified and returned to CRPS by the Plan Sponsor. The Plan Sponsor understands that these designated individuals will have the ability to view all participant data in the Plan, including social security numbers and participant account information in the Plan covered by this agreement. It shall be the responsibility of the Plan Sponsor to maintain the confidentiality of the access codes assigned to all designated individuals provided administrative access to the website. It shall be the responsibility of the Plan Sponsor to notify CRPS in writing when a previously designated individual should no longer have administrative access to the website. The Plan Sponsor shall not provide access to any individual or company that may use the information on the website for any commercial purpose, including obtaining balance information on any plan participant. 1.5 Daily Trade Instructions and Trust Reconciliation. Based upon the instructions given to CRPS by Plan participants through the IVRS, WEB or in writing by the Plan participant as verified by the Plan Sponsor,CRPS shall instruct the Custodian to process specific investment fund trades with respect to: (a) Investment of contributions. (b) Investment of loan payments. (c) Disbursement of a new authorized participant loan. (d) Distribution to a terminated participant. (e) Distribution to a Plan participant on account of an in-service withdrawal that complies with any hardship provisions of the Plan. (f) Transfers necessary to correct participants'account balances for any reason. Instructions to process investment fund trades shall be provided to the Custodian within two business days after CRPS receives the complete and applicable information. Trust assets shall be reconciled to participants'account balances on a daily basis by CRPS. 1.6 Calculation of Matching Contribution. If the Plan requires a matching contribution each pay period,it shall be the responsibility of the Plan Sponsor to set up the matching contribution through the Plan Sponsors payroll system to calculate the matching contribution based upon the participants' current period deferrals. CRPS is under no obligation to verify that the calculation is correct each pay period or is correct for any Plan participant and shall accept the calculation as provided by the Plan Sponsor. If the employer matching contribution is determined at the end of the Plan year or any special allocation date other than each pay period, CRPS shall calculate such contribution amount and notify the Plan Sponsor of the amount of such matching contribution within a reasonable period of time after receiving the necessary employee data from the Plan Sponsor. 1.7 Account Adjustments. Participant accounts shall be updated to reflect contributions, withdrawals, distributions and loans as follows: (a) Employer and Employee Contributions shall be posted to participants' accounts upon deposit into the Trust and after the purchase of investment fund shares executed by the Custodian in accordance with the participants'investment fund elections. (b) In-service Withdrawals and Distributions to a Participant shall be posted to the account of the Plan participant upon the sale of the investment fund shares in the participant's account by the Custodian. (c) Loan Principal and Interest Payments shall be posted each applicable pay period and upon purchase of the investment fund shares by the Custodian. All loan principal and interest payments shall be posted based upon the payments as determined by the loan document and loan amortization schedule. 3 5934conJuc 511M Any pre-payments or payments deviating from the loan amortization schedule will be processed only if advance notification to CRPS by the Plan Sponsor has been given. (d)In no event shall any posting be made to a participant's account until all applicable trades have been executed and settled by the Custodian and reported by the Custodian to CRPS. 1.8 New Loan Processing. Upon notification by the Plan Sponsor of a loan request,CRPS shall review the loan request to ensure that the maximum loan limit is not exceeded. Within five business days of receiving complete and executed participant loan documentation, CRPS shall instruct the Custodian to sell a portion of the participant's investment funds to generate enough cash to prepare a check to the Plan participant in the amount of the participant loan. Loan Fees will be deducted at the time of the loan from the participant's account in accordance with the attached fee schedule. 1.9 Loan Administration. Upon the receipt of payroll data,CRPS shall calculate the investment fund split for the loan payments, and post the payments. Periodically, CRPS shall monitor and confirm with the Plan Sponsor expected loan repayment amounts.. . , 1.10 Management Reports and Participant Statements. CRPS shall prepare quarterly Management Reports and individual Participant Statements which detail activity during the preceding quarter. The Management Reports and the individual Participant Statements are prepared on a cash basis. Management Reports and Participant Statements will reflect account activity posted to the Trust as of the end of the reporting period. At the direction of the Plan Sponsor,CRPS shall mail Participant Statements directly to the Plan participant or to the Plan Sponsor for distribution to Plan participants. The Management Reports and Participant Statements will be mailed by CRPS within fifteen business days following the end of each Plan quarter. If CRPS is directed to send statements directly to the Plan participant, it shall be the responsibility of the Plan Sponsor to provide CRPS an electronic file containing participant addresses. In the event CRPS is also directed to send Participant Statements and investment newsletters (prepared by the Plan's investment advisor) directly to Plan participants, CRPS shall send the Participant Statements and the investment newsletters on the later of fifteen business days after the end of the plan quarter, or, within two business days after receipt of the investment newsletters by CRPS. If year-end employee data is not provided to CRPS immediately after the Plan Year,the year- end Management Reports and Participant Statements shall be mailed within ten business days after all required data is received by CRPS from the Plan Sponsor. 1.11 Distribution Processing. Upon receipt of completed distribution requests from the Plan Sponsor,CRPS shall calculate the payments due to Plan participants. CRPS shall provide the Custodian with the amount payable to the terminated participant. At least twice a month, for distributions in which CRPS has received complete and executed distribution forms, CRPS shall provide instructions to the Custodian to process the distribution and prepare a check to be sent to the Plan participant or to the Plan Sponsor. CRPS has no responsibility for preparing or filing any withholding reports required by the IRS or any state on account of tax withholdings resulting from a participant distribution. It is the responsibility of the Custodian to prepare IRS Fors 1099R or similar state forms. However, CRPS shall provide the Custodian in a timely fashion with the information necessary to complete For 1099R. 1.12 Hardship Withdrawal Processing. Upon receipt of completed and executed hardship withdrawal requests from the Plan Sponsor, CRPS shall calculate the amount available for withdrawal. It shall not be the responsibility of CRPS to determine whether the Plan participant is eligible for a hardship withdrawal under the terms of the Plan. Within five business days of receipt of the completed and executed hardship withdrawal requests, CRPS shall provide Custodian with instructions necessary to make a distribution and prepare a check from the Trust Fund to the Plan participant. 2. Basic Administrative Services.CRPS shall provide the Plan Sponsor with the following administrative services to the extent that they apply: (a)As of the end of the each Plan Year, CRPS shall check to determine if the Plan contributions to any participant's account have exceeded the IRC § 415 limits. If so, CRPS shall notify the Plan Sponsor of the reduction necessary to bring the participant's account into compliance. (b) Annually, CRPS shall review the calendar year deferral amounts to ensure that the individual deferral limits are not exceeded under 402(g)(1). 4 5934 coal 5/IBNO (c) Annually, CRPS shall identify for the Plan Sponsor participants who have attained age 70-1/2 and shall be required to receive minimum distributions under the Internal Revenue Code. If requested by the Plan Sponsor, CRPS shall calculate the minimum required distributions to be made to such Plan participants and provide the Plan Sponsor with the necessary information to process the minimum distribution. CRPS shall rely on the employee data provided by the Plan Sponsor to determine whether any participant has attained the age of 70-1/2. (d)Annually CRPS shall prepare and file IRS form 1098 for those participant loans secured by a deed of trust from the plan. Before CRPS sets-up any plan loan Plan Sponsor shall indicate to CRPS whether or not the plan loan is secured by a deed of trust. 3. Supplemental Services. The following additional administrative and consulting services and special projects shall be provided by CRPS as requested by the Plan Sponsor. None of these are included in the basic administration or administration services outlined above. These services may include, but are not limited to,the following: 3.1 Test corrections. Calculation of: (a) Excess contribution refund amounts, as needed, in order to correct excess contribution amounts. (b) Excess deferral refunds to meet the annual deferral limitations. (c) Consulting related to failed preliminary non-discrimination and coverage tests. 3.2 IRC§415. Consulting on options available or issues related to exceeding IRC §415 limitations. 33 Special Proerammine and Systems Consulting. Development of special programs as needed to process your Plan records,employee census or payroll data. 3.4 Employee Communication. Other than initial employee meetings, prepare employee communication materials, conduct and/or assist in employee meetings to explain the operation of the Plan or changes in Plan provisions. 3S S 404(c) Compliance. Review or set-up the procedures that will assist the Plan Sponsor in meeting the requirements of ERISA Regulation§ 2550.404(c). 3.6 Administrative Revisions. Preparation of revised reports, tests, statements, transfers, and other administrative processes due to incorrect data provided to CRPS or the failure of the Plan Sponsor, the Custodian or the Administrative Committee to act upon the instructions of CRPS. Revisions to the content or fomtat of participant statements, and/or management reports, or preparation of any additional reports requested. 3.7 Plan Audits. Discussions (other than routine) with an auditor of the Plan, IRS agent, DOL agent, or other representative. Preparation of additional documentation requested to assist in the audit or investigation. 3.8 Investment Changes. If the Plan Sponsor determines that an investment fund shall be added,deleted or changed, additional time spent by CRPS monitoring and reconciling the transfer of assets and other work necessary to implement the changes shall be billed in accordance with the fee schedule for adding or deleting a fund. 3.9 Responsibilities. It should be noted that CRPS has no responsibility for: (a)Obtaining any proxy materials or any prospectus materials for investments of the Plan. (b)Making or distributing any proxy materials available to Plan participants. (c) Preparation of any reports or statements as may be necessary in conjunction with the distribution of the Plan Sponsor's proxy to participants if the securities of the Plan Sponsor are an authorized investment for the Plan. (d) Providing services of any kind to a Plan not specifically covered under this agreement, unless CRPS has been specifically engaged to provide services to the Plan under a separate agreement. 3.10 Plan Documents. CRPS has no responsibility for reviewing, updating or preparing the Plan Document or Summary Plan Description (SPD). The Plan Sponsor is responsible for maintaining the Plan. CRPS 5 5930mRdoc $Il&00 is not under any obligation to verify or determine whether the Plan document is qualified under the IRC. The Plan Sponsor is responsible for distributing the SPD. 4. Terms and Conditions. (a) CRPS shall use reasonable efforts to identify errors in data and obtain corrections to erroneous data. However, CRPS cannot warrant the correctness of data supplied by the Plan Sponsor, the Custodian, or other parties,nor can CRPS be responsible for delays in posting data not provided in a timely manner. (b)The Plan Sponsor must provide CRPS with copies of the current executed Plan document and of any subsequent executed amendments to the Plan. Plan Sponsor must immediately notify CRPS of any and all Plan Amendments. (c) CRPS shall take reasonable precautions to prevent the disclosure of confidential information unless compelled to disclose it by legal process. (d) This Agreement may be terminated by any party hereto at any time by providing 30days of advance written notice to the other parry, unless such notice is waived. In either event, CRPS shall retain any records it has relating to the Plan for a period of at least three years from the date of termination. CRPS may destroy any Plan records that have been retained by CRPS without any further notification to the Plan Sponsor beyond the three-year period. Any services relating to the termination of the Agreement and the transfer of records to a successor recordkeeper shall be billed to the Plan Sponsor and payable under this Agreement. All amounts due and payable to CRPS under the terms of this agreement, including any applicable termination charges or costs, shall be paid to CRPS before CRPS will transfer any information to a successor recordkeeper or other service provider. Within 15 business days of a written termination notice CRPS will provide an estimate of the termination fees to the Plan Sponsor. CRPS agrees to initiate the paperwork required, in a timely fashion, to transfer Plan assets and perform the transfer as directed by the successor trustee/custodian as soon as practicable upon written notice from the Plan Sponsor. (e) CRPS shall not be deemed to be a fiduciary or a "named fiduciary" or "plan administrator" as those terms are defined under ERISA or in any similar or successor law. (I) CRPS shall not be deemed to be offering legal advice in any of its recommendations or advice and Plan Sponsor understands the necessity of having documents and advice reviewed by legal counsel. (g) CRPS shall not be deemed to be offering any investment advice in any of its recommendations or advice to the Plan Sponsor or in any conversation with a Plan participant. (h) CRPS shall not be liable for or have any responsibility for any participant investment decision that may result in losses to a Plan participant. CRPS shall be held harmless for any losses incurred by any Plan participant's account in following the instructions of the Plan participant. (i) CRPS shall notify the Plan Sponsor should CRPS receive participant forms or other direction via the Instant Information System that is missing participant investment election. In the absence of participant investment election arising from an incomplete form or complete absence of any form,CRPS shall place the participant's contributions into the Plan's money market fund, until the participant makes an active investment election. CRPS is not responsible for notifying participants of their investment elections, or tracking missing investment elections. CRPS will not compensate any participant for any losses, real or perceived, due to the default of the participant's investment election into the money market fund in the Plan. 0) CRPS will accept from the Plan Sponsor a facsimile copy of completed plan participant documents, such as enrollment forms, distribution forms, loan applications, and other such forms, as if such forms were original. Should the Plan Sponsor choose to submit plan participant documents via facsimile, the Plan Sponsor will not duplicate the submittal process by mailing the original plan participant documents. The Plan Sponsor has sole responsibility for maintaining the original plan participant documents on file for all documents submitted to CRPS via facsimile, should an audit be conducted by the IRS which may require the original documents. 5. Reliance on Data. Plan Sponsor understands that all services, reports and forms prepared according to the terms of this Agreement shall be based on information provided by or on behalf of the Plan Sponsor, 6 5934c..d. 511M Custodian or Plan Administrator. CRPS is not responsible for the performance of such services until and unless such information as it reasonably requests is provided. CRPS shall be entitled to rely fully on the accuracy and completeness of information submitted by or on behalf of the Plan Sponsor, Custodian or the Plan Administrator, and shall have no duty or responsibility to verify such information. The Plan Sponsor, Custodian and the Plan Administrator remain responsible for verifying all information contained in any reporting and disclosure form prepared by CRPS, for supplying any data unavailable to CRPS but necessary to fully complete those forms, for obtaining any requested signatures and for delivering those forms in a timely fashion to the appropriate governmental agency and/or Plan participants. 6. CRPS Fees. (a) The basic administration services for CRPS services are outlined in the fee schedule attached to this Agreement. CRPS invoices shall be paid within thirty days of the invoice date. In the event that CRPS invoice(s) is to be made by the Plan Sponsor and payment has not been received within sixty days of the invoice date, Plan Sponsor authorizes CRPS to charge and deduct such invoice amount directly from the trust account of the Plan provided that CRPS has given Plan Sponsor and Plan Administrator 30 days advance written notice of its intention to charge and deduct invoice amounts directly from the Trust Account of the Plan. (b) Expenses for outside printing services, Internal Revenue Service User Fees, special paper stock, or any other special expenses shall be billed at cost. (c) This Agreement anticipates that Charles Schwab Trust Company is the Custodian of the Plan and Trust. Any changes in Custodian may result in a change to the Fee Schedule incorporated as part of this Agreement. (d) CRPS reserves the right to alter fees,billing procedures, or any other terms of this Agreement on an annual basis concurrent with the first day of the first plan year following the Effective Date of this Agreement after ninety days prior notice to the Plan Sponsor. (e) To the extent CRPS receives revenue sharing payments from the Charles Schwab Trust Company, CRPS will reflect such revenue sharing payments on the invoice sent to the Plan Sponsor as a credit against the balance due on such invoice. 7. Miscellaneous. 7.1 Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by certified mail,postage prepaid,addressed as follows: Recordkeeper: Jennifer O'Reilly Ceridian Retirement Plan Services 1000 Fourth Street,Suite 300 San Rafael,CA 94901-3116 7 5930mn doc 5/IBNp Plan Sponsor: Debe Nelson Pitkin County 530 E.Main Street,Suite 201 Aspen,CO 81611 If any party gives written notice of a change of address,notice to that party shall thereafter be given as set forth in that notice. 7.2 Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other breach, whether of the same or any other covenant,term or condition. The subsequent performance of any of the terms, covenants and conditions of this Agreement shall not constitute a waiver of any preceding breach, nor shall any delay or omission of either parry's exercise of any right arising from any default affect or impair the parry's rights as to the same or future default. 7.3 Severability. In case any provision of this Agreement shall be held to be or shall become invalid or unenforceable in certain circumstances, the validity and enforceability of the remaining provisions, or of such provision in other circumstances,shall not in any way be affected or impaired. 7.4 Attorneys' Fees. In the event that it is necessary for either party to commence legal action against the other party on account of a default or violation of any of the terms of this Agreement,the prevailing party shall be entitled to recover, in addition to any other relief to which it becomes entitled, its costs and reasonable attorney's fees. 7.5 Successor and Assitms. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto,their heirs,successors and assigns. 7.6 Applicable Law. This Agreement shall be governed by and construed under the laws of the State of California except with respect to the powers and authority of Plan Sponsor. 7.7 Repuired Clauses. Pitkin County's Required Clauses — Ceridian Recordkeeping Service Agreement, attached as Exhibit A and incorporated by this reference, are a part of this Agreement. 7.8 Entire Ateement. This Agreement contains the entire understanding between the parties relating to the subject matter contained herein. The terms of this Agreement shall prevail over the terms of any other agreement, written or oral, between the parties in the event of a conflict between this Agreement and such other agreement. There are no representations, agreements, arrangements or understandings, oral or written,between the parties relating to the subject matter of this Agreement which are not fully expressed herein. This Agreement may be changed only by an agreement in writing signed by all of the patties hereto. 7.9 Limitation or Liability. (a) In no event shall CRPS be liable for any expenses, losses or damages under this agreement unless such losses or damages arise out of negligence,bad faith or willful misconduct by CRPS and/or any of its employees, agents, officers, partners or affiliates. CRPS shall be liable for such reasonable expenses as are necessary to correct errors and omissions resulting from CRPS's negligence,but shall not be liable for losses resulting from the actions of other parties beyond the control of CRPS, or for losses where CRPS is denied the right to mitigate the loss through legal process or other appropriate means as decided by CRPS. (b) CRPS shall not be liable in any way for any loss resulting from a cause over which it does not have direct control and with respect to which it cannot make reasonable arrangements to mitigate, including, but not limited to, any failure of electronic or mechanical equipment or communication lines, internet service provider or connection,telephone or other interconnect problems or unauthorized access. (c) CRPS's liability regarding data processing errors shall be limited to, and Plan Sponsors sole remedy shall be, the correction of such errors that are caused by CRPS's negligence and with respect to which CRPS is made aware by Plan Sponsor within ninety days of the date Plan Sponsor or Plan Participant receives written account of Plan activity. Further CRPS shall be entitled to rely upon the instructions of the Plan Sponsor or any delegate of the Plan Sponsor with respect to purchases and sales of securities, distributions, withdrawals, transfers, loans, loan payments and renewals, and CRPS shall in no event 8 5930mn.Joc 5/1M have any liability for any losses incurred by the Plan or a participant (including without limitation any indirect,general, special or consequential damages) arising out of any breach of this Agreement(or their/ respective obligations hereunder)by Plan Sponsor. (d) Notwithstanding the foregoing, CRPS shall not be liable for, any investment instructions that are delayed or not completed by it on account of circumstances beyond its reasonable control, including strikes, market disruptions, government or exchange restrictions, volume limitations, electronic and communication failures, and acts of God. Plan Sponsor understands that CRPS performs Plan administrative services for other clients, and that in the event any such or other conditions arise which render CRPS unable to complete investment instructions within the period specified above, CRPS will allocate its services among its clients in a manner it deems fair and equitable. IN WITNESS THEREOF,the parties have executed this Agreement as of the date set forth below. Western Pension Service Corporation d.b.a.Ceridian Retirement Plan Services 51 I q e-o By: jt4A.. '&VA— (Date) Jennifer O'R Managing Vice President Board of County Commissioners of Pitkin County, Colorado �a a�OD By: (Date) (Tom Oken) (Administrative Services Director) Pitkin County Public Employee'Retirement Plan S�a y�00L By: (Date) (Tom Oken) (Chairman of the Board) 9 5934 ..d 5118,W Exhibit A (Revised April 17,2000) PITKIN COUNTY'S REQUIRED CLAUSES—Recordkeeping Service Agreement For purposes of these required clauses,"Contractor"means the bidder/proposer or other party who may eventually enter into a contract with the County. "County" means the Board of County Commissioners of Pitkin County, Colorado,and the Pitkin County Public Employees' Retirement Board. The bidder/proposer shall be subject to the following provisions: 1. WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND CONFLICT OFINTEREST A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. Notwithstanding anything set forth above, the County acknowledges and understands that CSTC passes through revenue share from the Mutual Fund Companies to the Recordkeeper and in return the Recordkeeper utilizes such revenue share to reduce the County's fees. B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin County a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice,investigation,auditing,or in any other advisory capacity in any proceeding or application,request for ruling,determination,claim or controversy, or other particular matter, pertaining to this Contract or Subcontract, or to any solicitation or proposal therefore. C. Gratuity means a payment, loan, subscription,advance deposit of money,services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. D. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. The Contractor is prohibited from inducing, by any means,any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and federal "anti-kickback" statutes or regula- tions. Notwithstanding anything set forth above, the County acknowledges and understands that CSTC passes through revenue share from the Mutual Fund Companies to the Recordkeeper and in return the Recordkeeper utilizes such revenue share to reduce the County's fees. E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County during the term of this Contract or one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former employees of County are found in Article 7 of the Procurement Code). F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of interest prescribed in this Contract shall be made a condition of and conspicuously set forth in every sub-contract and solicitation therefore. G. Conspicuously means written in such special or distinctive format, print, or manner that a reasonable person against whom it is to operate ought to have noticed it. 10 593JcunMc 5118M H. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent / fees,gratuities,kickbacks and conflict of interest,the County shall have the right to: (1) Terminate this Contract without liability by the County; (2) Debar or suspend the offending parties from being a contractor or sub-contractor under County contracts; (3) Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Contractor;and (4) Recover such value from the other offending parties. 2. INSURANCE A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies with available limits as will protect itself, the County and others as specified, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractors acts, errors or omissions. The following insurance coverage,at or above the limits indicated,are required: (1) Commercial General Liability-ISO 1996 Form or equivalent Each Occurrence Limit $1 million General Aggregate Limit $2 million (2) Professional Liability $5 million (3) Crime $5 million Including endorsements A—Employee Dishonesty—Blanket,B—Forgery or Alteration, C—Theft,Disappearance and Destruction,and F—Computer Fraud B. To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County (through the Project Manager) no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds for rescission or termination. These Certificates of Insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice has been sent to the County (through the Project Manager). (For purposes of this provision, "materially altered" shall mean a change affecting the coverage's required herein, including a change to policy limits as set out in the then-current policy declarations page). C. Certificates of Insurance for all renewal policies shall be delivered to the Project Manager at least fifteen (15)days prior to a policy's expiration date except for any policy expiring on the expiration date of this Agreement or thereafter. it 5934uin.doc SI18I00 � 3 Pitkin County Fees and Expenses Im lementation Description of Services Fee Plan Design;Plan Documentation -preparation of amended and restated Plan and Trust Agreement prepared under the IRS Volume Submitter Program;forms to establish Plan; Submission to IRS for approval; Preparation of Summary Plan Description. Not Applicable Participant Recordkee in Set-Up $2,500 Basic Description of Services Fee Base Charge $2,500 Participant Charge per eligible$20 Asset Charge .0010 on first$30,000,000 0.0005 on assets thereafter Supplemental Description of Special Services Fee Additional Base Fee for Personal Choice Retirement Accounts(PCRA) $2,500 Prepare IRS Form 5500 if< 100 participants Annually$350 -OR- Pre are IRS Form 5500 if> 100 participants Annual) $850 Participant Loan Set-Up Per loan$100 Distribution for Termination or Hardship Per distribution$75 Plan Fund Change Per fund addition&deletion $100 Participant Statement Mailing Per participant$1.00 plus postage IRS form 1098 preparation $750 annual) Employee Enrollment Meetings Per meeting$175 Per day$650 Plus the expense of Ceridian employee(s)if meetings are held beyond a two hour drive of a Ceridian RPS office Communication Materials Cost Extraordin Ex enses includina 21an amendments and so forth Cost 12 593a ndm 5AM ly Web Administrator Access Request Form Part I.—Instructions Complete the information requested in Part H. and return this form to Ceridian Retirement Plan Services (CAPS) for administrative access to your company's retirement plan. The requested Log In Name and Password can be of any length and can be a combination of letters and numbers.When requesting the Log In Name and Password please keep in mind that both fields are case sensitive. Part 11.-Information Name of Plan Sponsor:Pitkin County - Name of Plan(s): Pitkin County Public Employees' Retirement Plan Person(s) Authorized to have Administrative Access to Web Accounts of plan participants of the Company's Retirement Plan: Designated Individuals Requested Log In Name Requested Password Your Administrative Access to the Website will be activated one week following the conversion date. Part III.—User Agreement We hereby request that the designated individuals above be provided with administrative access to the website (commonly known as the "Instant Information System") maintained by CRPS, or its successors, on behalf of the Plan Sponsor's Plans covered by a recordkeeping service agreement with CRPS. We hereby certify that the individual(s) designated above are authorized to have the information necessary to allow them administrative access to the website for the plans designated above. The individual signing below is authorized to make such a request on behalf of the Plan Sponsor and that such individual(s)is authorized to allow the person(s)designated above to receive information that will allow administrative access to the website. We understand that use of this administrative access is for the sole purpose of administering the Plan Sponsor's retirement plan and should be used for no other purpose. We understand that the individuals provided access will have information on all participant's social security numbers, account balances and other related plan information on each participant in the Plan's noted above. It is the responsibility of the Plan Sponsor to keep the account Log Ins and Passwords confidential. The Plan Sponsor agrees that no individual or company shall have access to this website information unless specifically authorized by the Plan Sponsor to view the confidential information within the website. The Plan Sponsor agrees that there shall be no commercial use of this information or any unauthorized disclosure of the information available from the website. The Plan Sponsor agrees to maintain the confidentiality of the information that is available through the Instant Information System. Signed on behalf of the Plan: Signature Title Date Print Name 13 5934 .a SI18N0 r � INFORMATION SERVICES AGREEMENT This agreement ("Agreement") is made by and between the Board of County Commissioners of Pitkin County, Colorado, ('`County") a Colorado home rule county, and the Pitkin County Public Employees' Retirement Plan, organized under Colorado Revised Statues Section 24-54-101, et.sea. ("Plan") (collectively referred to hereinafter as "Plan Sponsor"), Western Pension Service Corporation, d.b.a. Ceridian Retirement Plan Services ("Recordkeeper") as Recordkeeper of the Plan, and The Charles Schwab Trust Company, a California corporation ("CSTC"), as custodian of the trust fund under the Plan. RECITALS OF FACT Pursuant to the certain custody agreement between the parties (the "Custody Agreement"), Plan Sponsor has engaged CSTC to act as custodian on behalf of the Plan. The responsibilities of CSTC as custodian are set forth in the Custody Agreement. Plan Sponsor has also engaged Recordkeeper to perform certain services for the Plan to assist Plan Sponsor in fulfilling its duties as Plan Sponsor and Plan Administrator. Plan Sponsor, CSTC and Recordkeeper want to enumerate clearly those duties which belong to Plan Sponsor, those duties which belong to Recordkeeper and those duties which belong to CSTC with respect to the flow of information and data between Plan Sponsor, Recordkeeper and CSTC. Plan Sponsor understands and acknowledges that CSTC is responsible only for providing the services specifically provided in this Agreement and in the Custody Agreement, and that, notwithstanding anything to the contrary contained in this Agreement or in the Custody Agreement, there are certain services, as enumerated in Section 5 below, which CSTC specifically is not responsible for providing. Recordkeeper and CSTC are each willing to perform the respective services described in this Agreement in accordance with the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), provided that neither Recordkeeper nor CSTC shall assume the responsibilities of the Plan Sponsor under the Plan, and that neither Recordkeeper nor CSTC shall constitute the "plan administrator" of the Plan, as such term is defined in the Plan and within the meaning of Section 3(16)of ERISA. Each person who executes this Agreement has the authority to act on behalf of the Plan Sponsor, Recordkeeper or CSTC, as applicable. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows: TERMS AND CONDITIONS CSTC, Recordkeeper and Plan Sponsor each agree to perform the actions and provide supplies, forms, and materials, in connection with the administration and operation of the Plan and its related trust fund("Trust Fund")required of it as set forth below: EMPLOYER 1. Actions of Plan Sponsor. (a) Plan Sponsor shall provide to Recordkeeper all payroll related information required by Recordkeeper to perform administrative services with respect to the Plan, including without limitation the following: (1) A listing of all eligible plan participants, together with hire dates, updated as required; (2) For each payroll period, the amount of all contributions with respect to each Plan Participant on a per-participant basis; (3) The amount of all other contributions (including any matching contributions) made by the Plan Sponsor; (4) The initial investment allocation to the account of each Plan participant; (5) The amount of any participant loans approved by Plan Sponsor, together with the amount of any participant loan payments received through payroll withholding, on a per- participant basis; and (6) All instructions concerning withdrawals and distributions from participants' Accounts. (b) If the Plan Sponsor appoints an investment manager (within the meaning of ERISA Section 3(38)) (an "Investment Manager"), the Plan Sponsor shall furnish to CSTC a written designation of the assets over which the Investment Manager shall exercise control and shall cause the Investment Manager to furnish a written acknowledgment to CSTC that such Investment Manager is a fiduciary with respect to the Plan. (c) The Plan Sponsor hereby elects for the Plan to be valued on the following basis(check one): l Daily ❑ Monthly ❑ Quarterly (specify fiscal year end: ) 2. Actions of Recordkeeper. 2.1 As Needed Actions. (a) Recordkeeper shall perform the following actions or cause the following services to be performed by the end of each business day recognized by the New York Stock Exchange ("Business Day"): (1) Update and process the data for the account of each Plan participant ("Participant Account"), including making allocations (credit or debit) to each Participant's Account as necessary, including employer and participant contributions, distributions, withdrawals, participant loans (including initial loan data, payments and renewals) and instruct CSTC as to initial investment allocations or fund transfers for the Plan (collectively "Data"); (2) Cause the Data to be transmitted to CSTC through the General Electric Information System ("GEIS") in accordance with the specifications as may be agreed between CSTC and Recordkeeper (which specifications will provide for manual processing methods and 2 procedures in the event of a systems failure at the location of Plan Sponsor,/ Recordkeeper, GEIS or CSTC); (3) Confirm that the Participant's Account (if the participant is the person designated to direct investment) or the applicable part of the Trust Fund (if the Plan Administrator or an Investment Manager is designated to direct investment) has sufficient assets to effect the purchase and sale instructions and, to the extent such assets are sufficient, forward such instructions to CSTC for settlement with the broker designated by the person authorized to direct investments("Broker"); (4) Receive, update and process data transmitted by CSTC to GEIS with respect to purchases and sales of securities, interest and dividend income received, and any commissions, other fees and charges related to Plan investments ("Return Data"); (5) Receive, update and process a price file transmitted by CSTC to GEIS, which shall include the fair market value as of the close of business from the previous Business Day (or, if the Plan Sponsor has elected monthly or quarterly valuation, as of the close of business of the last day of the preceding calendar month or the last day of the preceding plan fiscal quarter, as appropriate) for those Plan investments for which such information is available to CSTC, as administered by Recordkeeper("Price File"); and (6) Instruct CSTC as to disbursements representing withdrawals, distributions and, to the extent permitted by the plan documents, any participant loans. (b) The Recordkeeper agrees to perform the following actions as soon as practicable after the event occurs requiring the Recordkeeper to take action: (1) Provide CSTC or its agent with all information reasonably required by CSTC, including without limitation all names, addresses and share allocation, to enable CSTC to distribute to all current Plan participants, to the extent required pursuant to Section 9.1 hereof, prospectuses, proxy statements and other similar materials concerning investments of the Plan that must be distributed to participants pursuant to the terms of the Plan or applicable law. (c) The Recordkeeper shall prepare information for CSTC concerning the amount and taxable portion of each distribution made to participants or their beneficiaries for preparation by CSTC of IRS Form 1099-R. 3. Services of CSTC. 3.1 As needed Services. As part of its services provided pursuant to the Custody Agreement, CSTC shall perform the following services promptly after the end of each Business Day, as appropriate: (a) Retrieve Data supplied by the Plan Sponsor(or the Recordkeeper)to GEIS; (b) Integrate Data to update CSTC's records; (c) Instruct the Broker with regard to the settlement of purchases and sales of securities, upon the receipt of appropriate instructions from the Plan Sponsor or the Recordkeeper, (d) Input and update Return Data and the Price File; 3 (e) Cause the Return Data and the Price File to be transmitted to the Recordkeeper through GEIS; (f) Receive funds from the Plan Sponsor representing contributions, payments of fees and participant loan payments; and (g) Make disbursements, representing distributions, withdrawals and participant loans, to Plan participants or their beneficiaries, upon receipt of appropriate directions and documentation from the Plan Sponsor or Recordkeeper. (h) Preparation of all required Internal Revenue Service Form 1099-Rs, submission of appropriate copies to the Internal Revenue Service, and submission of distributee copies to Plan Sponsor for disposition (or, if so instructed by Plan Sponsor, mail distributee copies directly to such distributees). 3.2 Monthly Services. As part of its services provided pursuant to the Custody Agreement, CSTC shall provide Plan Sponsor and Recordkeeper, within a reasonable time after the end of each calendar month, an unaudited custody accounting for purposes of reconciling contributions, distributions, withdrawals, transfers, earnings and all other activities of the Plan on an aggregate basis. 4. Receipt and ProQrammina of Data and Return Data. 4.1. Plan Sponsor's Responsibilities. Plan Sponsor shall provide CSTC and the Recordkeeper with all data reasonably necessary to enable CSTC and Recordkeeper to fulfill their respective obligations under this Agreement, the Custody Agreement and any other related agreement between any or all of the parties to this Agreement. All such data shall be accurate, and the nature, format, content, timing and appearance thereof shall be acceptable to CSTC, as determined by CSTC in good faith. 4.2. Recordkeeper's Responsibilities. Recordkeeper shall deliver to CSTC the Data and to Plan Sponsor the reports and statements required hereunder within a reasonable time after Recordkeeper receives all necessary Data or Return Data, as the case may be. If Data are not submitted by Plan Sponsor in a form acceptable to Recordkeeper, or if Recordkeeper detects errors in the Data submitted, Recordkeeper shall immediately return such Data to Plan Sponsor, unless Plan Sponsor and Recordkeeper agree that Recordkeeper shall make corrections to the Data. If the Recordkeeper determines that Return Data are not submitted by CSTC in a form acceptable to Recordkeeper, or if Recordkeeper detects errors in the Return Data or determines that the Return Data are incorrect or incomplete, Recordkeeper shall immediately notify CSTC and with CSTC shall resolve the error or inconsistency or complete the missing information, as the case may be. Recordkeeper agrees to notify CSTC promptly if Recordkeeper becomes aware of any of the following: Any loss or theft of access numbers, passwords, and/or account numbers; Any unauthorized use of any of the above; Any failure to receive Return Data on a timely basis; Any inaccurate or conflicting report or information contained in the Return Data. 4 Recordkeeper will be responsible for the confidentiality and use of its access number(s),/q password(s), and account number(s). Recordkeeper will be responsible for all Data received by CSTC entered through and under Recordkeeper's access number(s), password(s), and account number(s). 4.3. CSTC's Responsibilities. CSTC shall have no liability for errors in the Data as received by CSTC from Recordkeeper through GEIS or otherwise. Any Data received through GEIS, and any orders placed by CSTC in accordance with the instructions of Plan Sponsor or Recordkeeper as received by CSTC will be deemed to have been received from Recordkeeper. All Data shall be deemed to be in the possession and control of CSTC at the time received from GEIS and in the form received, and CSTC shall have no duty to inquire as to the validity or accuracy of any such data received from GEIS. 5. Services Not Covered by this Agreement. The Plan Sponsor, Recordkeeper and CSTC each acknowledge and agree that none of the following services are required of CSTC pursuant to this Agreement or the Custody Agreement ("Excluded Services"), and that CSTC has responsibility neither for the performance of any of the Excluded Services nor to inquire as to whether any of the Excluded Services have or have not been performed. To the extent any Excluded Services have been performed, the Plan Sponsor and the Recordkeeper agree and acknowledge that CSTC has no responsibility to review the thoroughness or accuracy with which such Excluded Services have been performed: (a) Periodic reconciliation of the unaudited custody accounting provided by CSTC with respect to contributions, distributions, withdrawals, transfers, investments, earnings and other activities of the Plan on a per-participant basis with any other records of Plan Sponsor or Recordkeeper. (b) Determining the top-heavy status of the Plan; (c) Performance of any testing for compliance by the Plan with any requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including, without limitation, Code Sections 401(k), 401(m), 403(b), 401(a)(4), 410(b) and 415; (d) Completion of the appropriate IRS Form 5500 Series Report for Plan Sponsor signature and filing (except that CSTC shall, on request, provide Schedule P to Form 5500 prior to the due date for filing of such form); (e) Provision of the financial information needed to complete the Summary Annual Report of the Plan; (f) Production of the Plan's Summary Annual Report and distribution of the Summary Annual Report to participants; (g) Reconciliation of contributions, distributions, transfers, earnings and other activities between the records of Plan Sponsor, CSTC and the Participant Account valuations produced by Recordkeeper, (h) Preparation of a valuation report for each Participant's Account, and printing of participant statements; 5 (i) Preparation of any reports or statements as may be necessary in connection with th�0 distribution of Plan Sponsors proxy to participants if the securities of the Plan Sponsor are an authorized investment for the Plan; and (j) Obtaining proxy materials or prospectuses for investments of the Plan and making such materials available to Plan participants. except to the extent specifically requested by Plan Sponsor pursuant to Section 9.0. 6. Participant Loans and ODROs. The following provisions apply with respect to any participant loans ("Loans") made from the Plan and domestic relations orders ("QDROs") received by the Plan: (a) Loans will be made pursuant to a request furnished to CSTC by Plan Sponsor or Recordkeeper. (b) CSTC shall have no responsibility for reviewing any documentation concerning participant loans, including without limitation any promissory notes, federal truth-in-lending disclosure forms and spousal consent forms (collectively "Loan Documents") for compliance with applicable state and federal laws. CSTC shall have no responsibility for holding any promissory notes, and hereby delegates to Plan Sponsor all such responsibility therefor. (c) Recordkeeper shall perform all accounting required for all Loans, including the establishment thereof and all renewals and payments thereon. The Plan Sponsor will promptly transmit any payments on Loans to CSTC and will simultaneously notify the Recordkeeper of such transmission. Recordkeeper shall transmit to CSTC such information as is necessary for CSTC to properly account for all such payments. In the event of the failure of a participant to make any timely repayment on a Loan, Plan Sponsor shall instruct CSTC with respect to all matters surrounding such failure, including without limitation whether to declare the loan in default and whether to treat the loan as a deemed distribution for purposes of tax reporting. Neither CSTC nor Recordkeeper shall have any responsibility to declare a loan in default absent any instructions to do so from Plan Sponsor, and Plan Sponsor hereby agrees, to the extent permitted by law, to indemnify and hold harmless CSTC and Recordkeeper from and against any consequences that may result on account of the failure of such party to declare a loan in default in the absence of instructions to do so by Plan Sponsor. (d) CSTC will account for all Loans as a "master note." under which all Loans will be shown collectively as a single asset of the Plan, and CSTC's books and records will reflect information regarding disbursements, renewals and payments thereon. (e) CSTC shall have no administrative obligations with regard to Loans other than as specifically provided herein. (f) Plan Sponsor shall be solely responsible for determining whether any DRO received by the Plan constitutes a "qualified domestic relations order" within the meaning of Code Section 414(p) ("QDRO"), and neither CSTC nor Recordkeeper shall have any responsibility to make such determination. Whenever CSTC receives a direction from Recordkeeper or Plan Sponsor to make any payment to an alternate beneficiary under a DRO, CSTC and Recordkeeper shall be entitled to treat such direction as having been 6 l made following a determination by Plan Sponsor that the DRO constitutes a QDRO, an; Plan Sponsor hereby agrees, to the extent permitted by law, to indemnify and hold harmless CSTC and Recordkeeper from and against any liability to any party, including without limitation the Plan and any Plan participant, that may result in the event that the DRO fails to constitute a QDRO. 7. Forms and Procedures. Each party shall supply such forms, reports and procedures as are reasonably necessary to perform the services and carry out the actions set forth in this Agreement. 8. Coordination with All Parties. Recordkeeper, CSTC and Plan Sponsor each shall coordinate and consult with the other parties' personnel as may be required to implement the accurate flow of Data, Return Data and the Price File to, from and between Plan Sponsor, Recordkeeper and CSTC. 9. Additional Services. 9.1. Additional Services Performed by CSTC. From time to time Plan Sponsor may request CSTC to perform additional services with regard to the Plan, subject to CSTC's availability, including without limitation the obtaining of proxy materials or prospectuses for investments of the Plan (including without limitation any investment fund consisting of stock of the Plan Sponsor) and arranging for the distribution of such materials to Plan participants. Any such services performed by CSTC shall be billed to Plan Sponsor at CSTC's normal rates, determined at the time the services are performed, plus reasonable expenses incurred (including without limitation any travel and related expenditures). 9.2. Other Services. Plan Sponsor or an Investment Manager may direct CSTC to utilize services or facilities provided by Charles Schwab& Co., Inc. ("Schwab"), its subsidiaries or affiliates. Such services may include, but not be limited to (1)the placing of orders for the purchase, sale, exchange, investment or reinvestment of securities through any brokerage service conducted by, or (2)the purchase or units of any investment company managed or advised by Schwab, CSTC, their respective subsidiaries or affiliates and/or for which Schwab, CSTC, their respective subsidiaries or affiliates act as custodian or other services for a fee. Plan Sponsor hereby acknowledges that Schwab, CSTC, and their respective subsidiaries or affiliates may receive fees for such services in addition to the fees payable under this Agreement and the Custody Agreement, provided that the payment and receipt of such fees meet the requirements of Prohibited Transaction Class Exemption 77-9 and otherwise do not constitute prohibited transactions under Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended. Fee schedules for such additional directed services shall be delivered to Plan Sponsor or any other authorized person designated by the Plan Sponsor. 10. Limitation of Liability. Neither CSTC nor Schwab shall be liable in any way for any loss resulting from a cause over which it does not have direct control and with respect to which it cannot make reasonable arrangements to mitigate, including, but not limited to, any failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems or unauthorized access. Without limiting the generality of the foregoing, CSTC shall have no responsibility for the Data until it is actually retrieved by GEIS, and shall have no responsibility for the Return Data after it is transmitted to GEIS. 7 CSTC's liability regarding data processing errors shall be limited to, and Plan Sponsor's sol�� remedv shall be, the correction of such errors that are caused by CSTC's negligence and with respect to which CSTC is made aware by Plan Sponsor or Recordkeeper within 90 days of occurrence. Further. CSTC shall be entitled to rely upon the instructions of the Plan Sponsor, Recordkeeper or any delegate of Plan Sponsor or Recordkeeper with respect to purchases and sales of securities, distributions, withdrawals, transfers, loans, loan payments and renewals, and CSTC shall in no event have any liability for any losses incurred by the Plan or a Participant (including without limitation any indirect, general, special or consequential damages) arising out of any breach of this Agreement (or their respective obligations hereunder) by Recordkeeper or Plan Sponsor. Neither CSTC nor Schwab shall be liable for the accuracy, completeness, timeliness or correct sequencing of information obtained from generally accepted sources used to create the Price File. Plan Sponsor and Recordkeeper recognize that there may be delays, omissions or inaccuracies in the information received by CSTC in compiling the Price File, and Plan Sponsor and Recordkeeper agree that neither CSTC nor Schwab shall have any liability, contingent or otherwise, for any decision made or action taken in reliance upon such information or the Price File, or for interruption of any data, information or other aspect of the services that CSTC undertakes to perform pursuant to this Agreement. Plan sponsor and Recordkeeper acknowledge that CSTC makes no warranty of merchantability, no warranty of fitness for a particular purpose, and no other warranty of any kind, express or implied, regarding the information used to create the price file. To the extent permitted by ERISA, in no event will CSTC or Schwab be liable to the Plan Sponsor, Plan participants or any other party for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses, and other damages) that result from inconvenience, delay or loss of the use of the GEIS services which cannot be reasonably mitigated by such party, even if CSTC or Schwab have been advised of the possibility of such damages or losses. 11. Indemnification. As additional consideration for the acceptance by each party hereto of the terms of this Agreement, to the extent permitted by law, each parry hereto (the Indemnifying Party) agrees to indemnify and hold harmless each of the other parties hereto (the Indemnified Party") and the Indemnified Party's partners, officers, directors, employees, agents and affiliates from and against any and all loss, liabilities, demands, claims, actions, and expenses (including without limitation, any attorney's fees and taxes) arising out of, or in connection with, any breach of the Indemnifying Parry's responsibilities under this agreement which are found to constitute negligence or willful misconduct. Provided however, that by agreeing to this indemnification, the Plan Sponsor does not waive any defenses or limitations on liability provided to the Plan Sponsor and its employees under the Colorado Governmental Immunity Act, C.R.S Sections 24-10-101, et. seq., as amended. For purposes of this Section, "affiliate" shall mean any member of a controlled group of corporations or a group of traddes or businesses under common control, within the meaning of sections 414(b) and (c) or the Code, of which an Indemnified Party is a member. The provisions of this section shall survive termination of this Agreement for a period not to exceed three years from the date of termination of this Agreement, and shall not be binding on the parties successors and assigns. 12. Confidentiality. CSTC agrees not to disclose to any third parties any Data which Recordkeeper furnishes to CSTC pursuant to this Agreement, except as may be required by law or regulation. Plan Sponsor and Recordkeeper shall be responsible for retaining duplicate copies of Data or material sent to CSTC and for taking other precautions as may be necessary in the event of the 8 3 loss or destruction of such Data or materials. regardless of cause, or in the event reprocessing oil such Data is required for any reason. 13. Termination. This Agreement may be terminated by any party hereto at any time by providing 30 days' advance written notice to the other parties, unless such notice period is waived by the parties. Upon termination, CSTC shall have a reasonable amount of time to transfer account records in accordance with the written instructions of Plan Sponsor. Any costs incurred by CSTC related to any such termination, including without limitation the costs of generating reports and accountings, shall be billed to Plan Sponsor as additional services pursuant to Section 9.1 hereof. 14. Miscellaneous. 14.1. Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered mail, postage prepaid, addressed as follows: CUSTODIAN The Charles Schwab Trust Company 425 Market Street, 7th Floor San Francisco, California 94105 Attention: Trust Administrator RECORDKEEPER Ceridian Retirement Plan Services 1000 Fourth Street, Suite 300 San Rafael, CA 94901 Attention: Jennifer O'Reilly PLAN SPONSOR Pitkin County Public Employees Retriement Plan 530 East Main Street, Suite 201 Aspen, Colorado 81611 Attention: Debe Nelson If any party gives written notice of a change of address, notice to that party shall thereafter be given as set forth in that notice. 14.2. Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other breach, whether of the same or any other covenant, term, or condition. The subsequent performance of any of the terms, covenants and conditions of this Agreement shall not constitute a waiver of any preceding breach, nor shall any delay or omission of any party's exercise of any right arising from any default affect or impair the party's rights as to the same or future default. 14.3. Severabilitv. In case any provision of this Agreement shall be held to be or shall become invalid or unenforceable in certain circumstances, the validity and enforceability of the remaining provisions, or of such provision in other circumstances, shall not in any way be affected or impaired. 9 14 14.4. Attornev's Fees. In the event of any action or proceeding between the parties, whether by suit or arbitration, as to their rights and obligations under this Agreement, the prevailing party shall be entitled to all costs incurred in connection therewith, including reasonable attorneys' fees. 14.5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto,their successors and assigns. 14.6. Applicable Law. This Agreement shall be governed by and construed under the laws of the State of California. 14.7 Required Clauses. Pitkin County's Required Clauses — Information Services Agreement, attached as Exhibit A and incorporated by this reference, are a part of this Agreement. 14.8 Entire Agreement. This Agreement and the Custody Agreement contain the entire understanding between the parties relating to the subject matter contained herein. The terms of this Agreement will prevail over the terms of any other agreement, written or oral, between the parties in the event of a conflict between this Agreement and such other agreement, except that in the event of a conflict between this Agreement and the Custody Agreement, the provisions of the Custody Agreement will control. There are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this Agreement which are not fully expressed herein. This Agreement may be changed only by an agreement in writing signed by all of the parties hereto 14.9. Counterparts. This Agreement may be executed in several counterparts and all counterparts executed by the parties or any one of them shall constitute one instrument, notwithstanding that the parties have not executed the same counterpart. 10 May 15 01 10 : 16a CERIDIRN RPS 415 258 6787 p . 3 ACKNOWLEDGMENT, DIRECTION AND EXECUTION By signing this Application. I acknowledge having received,read and understood and agree to be bound by dli ut the terms and conditions contained in the Institutional Custodial Account Fernts and Conditions, the Custody Fee Schedule.. the Investment Guidelines. the Asset Transfer Schedule. the franster Authorization. Pitkin CuuntvIs Required Clauses Custodial Account Terms &: Conditions, and the Institutional Custodial Account Application (coilectiveiy the "Custodial Agreement")- THE CHARLES SCHWAS TRUST COMPANY �^ / Bv: _--- Date Print Name T-PUTT d��ir r,` Title ACCOUNT HOLDER: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY (COLORADO) _ Date Print Name t f$rDm Ss��S ,Di,e Title PITKIN COUNTY PUBLIC EMPLOYEES' RETIREMENT PLAN _ Date /O/yt �i(`�i✓ Print Name �'t/f!/,e/HHit% of ice-' BA4F�'D Title 8 May 15 01 10: 16a CERIDIRN RPS 415 258 6787 p . 2 Information Services Agreemetfl� IN WITNESS THEREOF. the parties have executed this Agreement as of the date set forth below. WESTERN PENSION SERVICE CORPORATION d.b.a CERIDIAN RETIREMENT PLAN SERVICES 0114 00! t By: (Date) Jennifer O'R Managing Vice President BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLLOORADO By: � (Date) (Print Name) (Title) PITKIN COUNTY PUBLIC EMPLOYEES' RETIREMENT PLAN S/tea/� Bv: (Date) _ (Print Name) (Title) 7� THE CHARLES SCHW B TRUST COMPANY By: (Date) —��/� e (Print Name) 7U 17 6i�f F o (Title) I1 Exhibit A SP? (Revised April 17, 2000) PITKIN COUNTY'S REQUIRED CLAUSES — Information Services Agreement For purposes of these required clauses, "Contractor" means the bidder/proposer or other party who may eventually enter into a contract with the County. "County" means the Board of County Commissioners of Pitkin County, Colorado, and the Pitkin County Public Employees' Retirement Board. The Bidder/Proposer shall be subject to the following provisions: 1. WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND CONFLICT OF INTEREST A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. Notwithstanding anything set forth above, the County acknowledges and understands that CSTC passes through revenue share from the Mutual Fund Companies to the Recordkeeper and in return the Recordkeeper utilizes such revenue share to reduce the County's fees. B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin County a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Contract or Subcontract, or to any solicitation or proposal therefor. C. Gratui means a payment, loan, subscription, advance deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. D. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. The Contractor is prohibited from inducing, by any means, any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and federal "anti-kickback" statutes or regulations. Notwithstanding anything set forth above, the County acknowledges and understands that CSTC passes through revenue share from the Mutual Fund Companies to the Recordkeeper and in return the Recordkeeper utilizes such revenue share to reduce the County's fees. E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County during the term of this Contract or one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former employees of County are found in Article 7 of the Procurement Code). F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of interest prescribed in this Contract shall be made a condition of and conspicuously set forth in every sub-contract and solicitation therefor. G. Conspicuously means written in such special or distinctive format, print, or manner that a reasonable person against whom it is to operate ought to have noticed it. �d H. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the County shall have the right to: (1) Terminate this Contract without liability by the County; (2) Debar or suspend the offending parties from being a contractor or sub-contractor under County contracts; (3) Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Contractor; and (4) Recover such value from the other offending parties. 2. INSURANCE A. in whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies as will protect itself, the County and others as specified, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits indicated, are required: For Charles Schwab Trust Company: (1) Financial Institution Bond $65 million/occurrence, $130 million aggregate (2) Directors and Officers Liability $55 million/occurrence, $110 million aggregate (3) Comprehensive Professional Liability S30 million/occurrence, $60 million aggregate For Western Pension Service Corporation: (1) Commercial General Liability- ISO 1996 Form or equivalent Each Occurrence Limit S1 million General Aggregate Limit $2 million (2) Professional Liability $5 million (3) Crime S5 million including endorsements A- Employee Dishonesty- Blanket, B- Forgery or Alteration, C-Theft, Disappearance and Destruction, and F-Computer Fraud B. To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County (through the Project Manager) no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds for rescission or termination. These Certificates of insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice has been sent to the County (through the Project Manager). (For purposes of this provision, "materially altered" shall mean a change affecting the coverage's required herein, including a change to policy limits as set out in the then-current policy declarations page). Institutional Custodial Account Terms & Conditions Jq 1. ESTABLISHMENT OF CUSTODIAL ACCOUNT The Account Holder and the Charles Schwab Trust Company(CSTC) enter into an agreement consisting of the Institutional Custodial Account Application (the "Application") and these Institutional Custodial Account Terms and Conditions, the Investment Guidelines, the Transfer Authorization, the Custody Fee Schedule, Pitkin County's Required Clauses — Custodial Account Terms and Conditions, and the Asset Transfer Schedule (collectively, the "Custodial Agreement") to establish a Custodial account ("Custodial Account") to hold property under the following terms and conditions. This Agreement is effective on the date it is accepted by CSTC. 2. THE PARTIES The Account Holder agrees to contribute property to the Custodial Account to be held by CSTC. CSTC is the Charles Schwab Trust Company, its successors and assigns. CSTC agrees to hold the property and cash contributed to the Custodial Account, but reserves the right to refuse to accept any property into the Custodial Account. CSTC acts only at the direction of the Account Holder or the Investment Manager named by the Account Holder. CSTC has no authority to take any discretionary action. The Investment Manager, if applicable, is the person or persons named by the Account Holder in the Account Application, or subsequently appointed by the Account Holder, to direct CSTC as to the investment of all or part of the assets in the Custodial Account. 3. APPOINTMENT AS AGENT The Account Holder appoints CSTC as its agent to act as custodian of the cash and marketable securities described in the Asset Transfer Schedule (and the Designation of Investment Option if that form is used) and any other property acceptable to CSTC which may be contributed by the Account Holder from time to time (collectively, the "Property"), CSTC agrees to act as the Account Holder's agent according to the terms and conditions of the Custodial Agreement. CSTC shall have no duties or responsibilities with respect to any Property other than cash or marketable securities acceptable to CSTC. 4. INVESTMENT OF PROPERTY 4.1 Investment Authoritv. The Investment Manager, if applicable, shall have responsibility for the investment, review and management of all Property except to the extent that the Account Holder shall have such responsibility with respect to any assets excluded from the Investment Manager's control as set forth in the Application. CSTC shall settle all purchases, sales, exchanges, investments and reinvestments of the Property only upon receipt of, and pursuant to, the instructions of the Account Holder or the Investment Manager, as applicable, which are given to CSTC in a form acceptable to CSTC. CSTC shall have no duty or obligation to review, or make recommendations for, the investment and reinvestment of any Property held in the Custody Account, including, without limitation, any uninvested cash. However, CSTC may refuse to settle any investment, purchase, exchange or reinvestment for which CSTC cannot provide adequate administrative facilities or which, in CSTC's sole judgment, involves unacceptable business risk to CSTC or for which the Custody Account has insufficient assets to cover the transaction on settlement date. The right of CSTC to refuse to accept any particular Property or execute any transaction on behalf of the Custodial Account shall in no way be construed to grant discretionary authority over the Custody Account to CSTC. 4.2 Corporate Actions. CSTC shall notify the Account Holder (or the Investment Manager with respect to assets under the Investment Manager's control) of the receipt of notices of redemptions, conversions, exchanges, subscription rights or any other events requiring the exercise of discretion ("Voluntary Corporate Actions"). CSTC shall report the results of all calls, puts and other events that do not require the exercise of discretion ("Mandatory Corporate Actions") on Custody Account statements, and by an advice EMPLOYER I �b sent to the party(ies) designated in the Application. In any event. CSTC shall not be under any duty To notify the Account Holder or the Investment Manager,as applicable, of Mandatory Corporate Actions prior to their execution. CSTC shall not be obligated to take any action in connection with Corporate Actions except as provided above. The Account Holder (or the Investment Manager, with respect to any assets under the Investment Manager's control) shall have full responsibility for monitoring notices and other matters related to Corporate Actions. 5. POWERS OF CSTC CSTC shall have the following Powers: I. To hold Property in the name of its nominee. 2. To invest and reinvest assets of the Custodial Account at the direction of the Account Holder and the Investment Manager. 3. To deposit in a securities depository any securities in accordance with applicable law. 4. To settle securities transactions through an institutional delivery system. 5. To execute any declarations, endorsements, assignments, stock or bond powers, affidavits, certificates of ownership or other documents required (1) to effect the sale, transfer, or other disposition of Property, (2) to obtain payment with respect to Property, or (3) to take any other action required with respect to Property, and in CSTC's own name to guarantee as the Account Holder's or the Investment Manager's signature any signature so affixed. 6. SERVICES BY AND BROKERAGE TRANSACTED THROUGH THE AFFILIATED ORGANIZATIONS. 6.1 Services by the Affiliated Organizations. CSTC may contract or make other arrangements for the provision of services to the Custody Account with any organizations affiliated with or subsidiaries of CSTC, including the Charles Schwab Corporation(the "Public Company")and Charles Schwab&Co., Inc. (the "Broker/Dealer"), their respective affiliates and subsidiaries, successors and assigns, except where such arrangements are prohibited by law or regulation. 6.2 Brokerage. CSTC is authorized to place securities orders, settle securities trades, hold securities in Custody, and perform related activities on behalf of the Custody Account through or by the Broker/Dealer whenever possible unless the Account Holder(or the Investment Manager, with respect to assets under the Investment Manager's control) specifically directs CSTC to settle a trade directly with another broker/dealer. Trades and related activities effected through the Broker/ Dealer are subject to fees and commissions established by the Broker/ Dealer, which may be paid from the Custody Account or netted from the proceeds of trades. Transactions effected by the Broker/Dealer are subject to the Broker/Dealer's Account Agreement,trading rules and policies as modified or amended from time to time,together with the applicable rules, regulations, customs and usage of any exchange, market, clearing house or self-regulatory organization and applicable federal and state laws, rules and regulations. Trades may not be executed through the Broker/Dealer unless the Account Holder has received disclosure concerning the relationship of the Broker/Dealer to CSTC, and fees and commissions which may be paid to the Public Company, Broker/ Dealer, CSTC and/or their affiliates or subsidiaries as a result of using the Broker/Dealer's execution or other services 6.3 Mutual Funds and Uninvested Cash. The Account Holder or the Investment Manager,as applicable, may direct purchases of shares of regulated investment companies (or other investment vehicles) advised by affiliates of the Public Company, Broker/Dealer ("Schwab Funds") or CSTC unless such investment is forbidden by law or regulation. Uninvested cash of the Custody Account will be invested as selected by the Account Holder in the Custody Agreement unless the Account Holder or the Investment Manager specifically instructs the use of another fund or account,except where forbidden by law or regulation. 6.4 Disclosure of Information to the Affiliated Organizations. Account Holder authorizes CSTC to disclose information which is necessary to the operation and administration of the Custody Account to the Affiliated Organizations, and to other persons and organizations that CSTC determines to have a legitimate business purpose for obtaining such information. 2 1 7. INCOME AND PRINCIPAL; ADDITIONS AND WITHDRAWALS. 3 7.1 Collection of Income and Principal. CSTC shall collect the income when paid on Property and principal of Property when paid on maturity, redemption, sale or otherwise and invest it in accordance with Section 4. CSTC shall make reasonable efforts to diligently collect income and principal of which CSTC has received actual notice in accordance with normal industry practices. CSTC shall be under no duty to take any action to effect collection of any amounts with respect to which payment is in default, or if payment is refused after due demand. CSTC shall notify the Account Holder or the Investment Manager of any default or refusal to pay. 7.2 Additions and Withdrawals. CSTC may accept additions of Property to the Custody Account upon receipt of and pursuant to written directions from the Account Holder provided the property is of a type described in the Investment Guidelines as amended from time to time. CSTC shall make all distributions from the Custody Account upon and pursuant to the written directions of the Account Holder except to the extent that the Investment Manager is authorized to direct disbursements under the elections in the Application. 8. PROXIES; CORPORATE LITERATURE; SHAREHOLDER INFORMATION 8.1 Proxies. CSTC shall forward all proxies and accompanying material issued by any company the securities of which are held in the Custody Account as indicated in the Application. CSTC shall be under no duty to determine how, or if, proxies are voted. 8.2 Corporate Literature. CSTC shall be under no obligation to forward or retain any other corporate material received by the Custody Account except to the extent required by law. 8.3 Shareholder Information. Unless otherwise elected by Account Holder, CSTC is authorized to disclose upon request to companies whose securities are held in the Custodial Account: (1) the Account Holder's and/or the Investment Manager's name and address and (2) the holdings in the Custody Account of securities issued by the requesting company. 9. STATEMENTS; ADVICES 9.1 Statements. CSTC shall send to the Account Holder and/or the Investment Manager, as indicated in the Application, a statement showing all income and principal transactions and cash positions, and a list of assets and the fair market value of each asset in the Custody Account, at the end of each period. The Account Holder and/or the Investment Manager may dispute any statement within sixty (60) days of mailing.If no written objections are received by CSTC within the sixty (60) days, the statement shall be deemed accepted by all parties. 9.2 Alternative Valuation. Notwithstanding the above, if the fair market value of any asset is not readily available in the ordinary course of business to CSTC,CSTC will value the asset at its cost of acquisition, if known to CSTC. Alternatively,the Account Holder or the Investment Manager may direct CSTC as to the value of any asset whose fair market value is not readily available to CSTC, and CSTC will account for such asset in accordance with that direction. 9.3 Advices. A separate notice for every security transaction will be sent to the Account Holder and/or the Investment Manager, as indicated in the Application. The Account Holder may waive any and all rights to receipt of advices by making the appropriate election in the Application. 10. INSTRUCTIONS CSTC may, in its absolute discretion, accept written, oral, wired or electronically transmitted instructions from the Account Holder or Investment Manager that CSTC reasonably believes in good faith to be genuine. Notwithstanding the foregoing, CSTC is not obligated to follow oral, wired or electronically transmitted instructions until confirmed in writing, and may require that written confirmation of instructions be provided prior to,or following,acting on instructions. In addition,oral instructions given by the Account Holder or the Investment Manager to CSTC may be recorded by CSTC. 3 ;0*00- 11. COMPENSATION AND OTHER CHARGES CSTC may debit the Custody Account quarterly to pay CSTC for its expenses in administering the Custody Account and reasonable compensation for its services at a rate set forth in the Custody Services Fee Schedule, as amended from time to time. CSTC has the right to alter its rate of compensation at any time by providing the Account Holder with notice at least thirty days prior to its effective date of the change. Reasonable compensation includes compensation for any extraordinary services or computations required, such as determination of the value of assets when current market values are not published. CSTC shall have a lien on the Custody Account for its compensation and for any reasonable expenses, including, without limitation, counsel or appraisal fees which may be withdrawn from the Custody Account to the extent permitted by law. CSTC shall pay the Investment Manager's fees from the Custody Account to the extent such payment is authorized by the Account Holder in the Application until such time as the Account Holder furnishes CSTC a written notice to revoke such authorization at any time. 12. INDEMNIFICATION; DISPUTES 12.1 Losses. CSTC will not be liable for any loss that may occur from depreciation in value of the Property except for any losses attributable to CSTC's own gross negligence or willful misconduct in carrying out the instructions of the Account Holder and/or the Investment Manager. 12.2 Acts of Others. CSTC will not be liable or responsible for the acts, omissions or defaults of any agent or other person to whom duties may be properly delegated by CSTC under the Custody Agreement if such agent or person was appointed with due care. CSTC will not be liable or responsible for any act within the sole power of another, nor shall CSTC be liable or responsible for any act or omission by either the Account Holder or the Investment Manager. 12.3 Indemnification. To the extent permitted by law, the Account Holder shall indemnify and save harmless CSTC, its officers, employees, affiliates, and agents, including reasonable attorney's fees and expenses in defending against liabilities and claims for and from any loss or expense: a) arising out of any matter as to which this Custodial Agreement expressly provides that CSTC is not liable or not responsible or duties which are not imposed upon CSTC by this Custodial Agreement, except to the extent of negligence or willful misconduct on the part of the Custodian; b)by reason of any breach of any statutory or other duty owed to the Plan by the Account Holder, or c) by the acts or omissions to act with respect to the Custody Account by persons unrelated to CSTC ("unrelated persons"). By granting this right to indemnification, the Account Holder in no way waives or intends to waive the defenses or limitations on liability which are provided to the Account Holder and its employees under the Colorado Governmental Immunity Act, C.R.S. Sections 24- 10-101 et. sea as amended. To the extent permitted by law, the Custodian shall indemnify and save harmless the Account Holder including reasonable attorney's fees and expenses in defending against liabilities and claims for and from any loss or expense: a) arising out of the Custodian's negligence or willful misconduct on the part of the Custodian, or the Custodian's failure to fulfill its responsibilities under this Custodian Agreement; or b)by reason of any breach of any statutory or other duty owed to the Plan by the Custodian. By demanding this right to indemnification, the Account Holder in no way waives or intends to waive the defenses or limitations on liability which are provided to the Account Holder and its employees under the Colorado Governmental Immunity Act,C.R.S. Sections 24-10-101 et. sea. as amended. 12.4 Disputes. Any dispute under the Custody Agreement shall be resolved by submission of the issue to a member of the American Arbitration Association who is chosen by the Account Holder and CSTC. If the Account Holder and CSTC 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 upon by the arbitrator. 4 13. AMENDMENT AND TERMINATION 305 13.1 Amendment. The Custody Agreement may be amended only by a written agreement executed by CSTC and the Account Holder, provided that changes may be made to the Custody Services Fee Schedule as provided in Section 11. 13.2 Termination. The Custody Agreement may be terminated upon thirty days written notice by either CSTC or the Account Holder. Such termination will be effective at the end of the notice period, except that the parties may agree to an earlier termination. CSTC's fees and costs related to termination, including costs for registering securities and other Property, generating reports and a final accounting shall be charged to the Custody Account. 13.3 Failure to Provide Replacement. If either party has given notice of termination, and upon expiration of the advance notice period no successor custodian has been appointed and has accept such appointment, CSTC shall re-reeister and deliver all the Property to the Account Holder or, if no Account Holder survives,to the Account Holder's successor. 14. REMOVAL AND APPOINTMENT OF INVESTMENT MANAGER The Account Holder may remove or appoint an Investment Manager at any time by giving notice to CSTC in the appropriate manner. Removal shall be effective as of the day notice is received by CSTC, unless a later date is specified. Appointment of an Investment Manager shall be effective upon receipt by CSTC of notice of acceptance of such appointment by the Investment Manager in a form acceptable to CSTC, unless a later date is specified in the notice of appointment or acceptance. CSTC may continue to follow the directions of a duly appointed Investment Manager with respect to assets under its control until actual receipt of written notice of removal and shall not be liable for acting on the direction of a duly appointed Investment Manager in the absence of actual receipt of a written notice of removal. 15. MISCELLANEOUS 15.1 Severabilitv. If any provision of the Custody Agreement is unenforceable or invalid for any reason, the remainder of the Custody Agreement will remain in effect. 15.2 Governine Law. The Custody Account will be administered by CSTC in the State of California, and all questions as to its validity will be determined in accordance with the laws of the State of California. 15.3 Headings. The headings throughout the Custody Agreement have been inserted for administrative convenience only. 15.4 Bond. CSTC will not be required to qualify before, be appointed by, or account to any court or obtain the order or approval of any court in the exercise of any power or discretion. CSTC will not be required to furnish bond or other security in any jurisdiction except to the extent required by law. 15.5 Entire Agreement. The Custody Agreement constitutes the entire agreement among the parties. All previous agreements and instructions(written or oral) between the Account Holder and CSTC with respect to the Custody Account and the Property are hereby superseded. 15.6 Taxation of Account. The Account Holder is responsible for filing any and all tax returns and for paying the taxes on all the Property and income of the Custody Account. If elected by the Account Holder, CSTC may provide information to assist the Account Holder in preparation of tax returns; however, the responsibility for correctness and accuracy of all returns is solely that of the Account Holder, and CSTC shall not be liable for the correctness and accuracy of any information provided as it relates to the application of tax law. 15.7 Notices; Chanee of Address. All notices, requests, demands and other communications shall be in writing and shall be deemed to have been duly given on the date of service, if served personally on the party to whom notice is to be given, or on the fifth day after mailing, if mailed and properly addressed as indicated on the Application. Any party may change the address at which notice may be served by providing ten days prior notice of such change to the other party. 5 $N 15.8 Extraordinary Events. CSTC is not responsible for losses caused directly or indirectly by conditions beyond its control, including, but not limited to, war, natural disasters, government restrictions, exchange or market rulings, strikes, interruptions of communications or data processing services, or disruptions in orderly trading on any exchange or market. INVESTMENT GUIDELINES Roles and Limits. Because the Account Holder or the Investment Manager have authority to direct investments of the Account's assets, CSTC cannot control the Account Holder's or the Investment Manager's conduct or inaction with respect to the Account's assets. Proper Directions. CSTC is ordinarily obligated to follow the proper directions of the Account Holder or the Investment Manager. CSTC reserves the right to question directions and to take appropriate action, including a refusal to follow directions, if CSTC reasonably believes that they are not proper. Instructions. Purchases and sales and other acquisitions and dispositions must be directed by the Account Holder or the Investment Manager. CSTC must be advised as soon as possible concerning any transactions that will need CSTC's consent, as described below, and reserves the right not to effect any transaction unless given sufficient time and information in which to evaluate it. All acquisitions or dispositions of assets must be made at fair market value and on an arms-length basis. Further,the term and conditions must not be contrary to applicable law or regulations. Acceptable Assets. Assets are considered to be Acceptable Assets depending on the adequacy of CSTC's ability to support and administer the asset, CSTC's powers and duties over the asset, the type of account, business risk, and other factors. Because CSTC does not exercise investment management powers over the Account, CSTC does not ordinarily make judgments about whether a particular investment decision made by the Account Holder or the Investment Manager fits the investment objectives of the Account or is otherwise appropriate for the Account. Subject to the foregoing subjective criteria, and to other policies and procedures that may be issued, the following types of assets are ordinarily acceptable in CSTC accounts: I. Cash. 2. Publicly traded stock listed on a U.S. stock exchange or regularly quoted over-the-counter. 3. Publicly traded bonds listed on a U.S. bond exchange or regularly quoted over-the-counter. 4. Mutual funds available through the Charles Schwab& Co., Inc. Mutual Fund Marketplace. 5. Registered limited partnership interests, REITs and similar investments listed on a U.S. stock exchange or regularly quoted over-the-counter. 6. Commercial paper, bankers acceptances eligible for rediscounting at the Federal Reserve. repurchase and reverse repurchase agreements and other "money market" instruments for which trading and custodial facilities are readily available. 7. U.S. Government and U.S. Government Agency issues. 8. Municipal securities whose bid and asked values are readily available. 9. Federally insured savings accounts, Certificates of Deposit and Bank Investment Contracts. The parry directing such investments is responsible for determining Federal insurance coverage and limits and for diversifying Account assets in accordance with those limits. I0.American Depository Receipts, Eurobonds and similar instruments listed on a U.S. exchange or regularly quoted domestically over-the-counter for which trading and custodial facilities are readily available. 11.Life insurance, annuities,and Guaranteed Investment Contracts issued by insurance companies licensed to do business in one or more states in the U.S. (Note: The party directing such investments is responsible for determining the safety of such investments, the economic viability of the underwriter and for diversifying Account assets accordingly.) 6 i The Account Holder understands that in certain circumstances a particular investment may be determined�� by CSTC to be unacceptable.even though it would be acceptable in other instances. Unacceptable Assets. CSTC generally cannot acquire or hold the following assets: I. General partnerships or undivided interests in real property. 2. Tangible personal property(e.g., precious metals,gems, works of art, stamps, coins, furniture and other household items, motor vehicles, etc. ). 3. Foreign currency and bank accounts. 4. Short sales. 5. Commodity futures and forward contracts. 6. Oil,gas and mineral interests. 7. Intangible personal property(e.g.,patents and rights). _ 8. Real property. 9. Unsecured loans. Conditionally Acceptable Assets. CSTC will follow the directions of the Account Holder or the Investment Manager to acquire or hold Conditionally Acceptable Assets only after analysis of CSTC's administrative capabilities and the business risk involved in holding the particular asset in question. The Account Holder understands that CSTC reserves the right in its sole discretion to refuse to purchase or hold any particular issue or asset described below. In addition,the purchase and holding of any such assets may be subject to certain conditions, including additional fees. I. Unregistered Limited Partnerships. 2. Other unregistered securities, closely held stock and other securities for which there is no readily available market. 3. Loans secured by First Deeds of Trust. 4. Other secured loans. 5. The securities of the Charles Schwab Corporation, its affiliates and subsidiaries. These securities may be subject to legal and regulatory prohibitions or restrictions. In any event, no Trust account may acquire and hold securities of the Charles Schwab Corporation securities unless specifically authorized by the underlying Trust agreement. 6. Foreign securities for which trading and custodial facilities are readily available. 7. Options. Specific Indemnity. Notwithstanding any general indemnity given elsewhere, CSTC reserves the right to seek specific indemnity from the Account Holder or other appropriate parties where CSTC determines in its sole discretion that the acquisition or holding of a particular asset or class of asset involves unusual business risk. 7 May 15 01 10: 16a CERIDIRN RPS 415 258 6787 p. 3 ACKNOWLEDGMENT. DIRECTION AND EXECUTION 3 By signing this Application. I acknowledge having received, read and understood and agree to be bound by all of the terms and conditions contained in the Institutional Custodial Account Terms and Conditions, the Custody Fee Schedule, the Investment Guidelines, the Asset Transfer Schedule, the Transter Authorization, Pitkin Countv's Required Clauses Custodial Account Terms & Conditions, and the Institutional Custodial Account Application (collectively. the "Custodial Agreement"). THE CHARLES SCHWAB TRUST COMPANY / Bv: Date Print Name TRUST d��rr r,� Title ACCOUNT HOLDER: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY (COLORADO) Bv:_/l/!at Date Print Name J,94m Title PITKIN COUNTY PUBLIC EMPLOYEES' RETIREMENT PLAN Date Print Name Title 8 (Revised April 17, 2000) PITKIN COUNTY'S REQUIRED CLAUSES - Custodial Account Terms & Conditions 31 For purposes of these required clauses, "Contractor" means the bidder/proposer or other party who may eventually enter into a contract with the County. "County" means the Board of County Commissioners of Pitkin County, Colorado, and the Pitkin County Public Employees' Retirement Board. The Bidder/Proposer shall be subject to the following provisions: 1. WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND CONFLICT OF INTEREST A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage; brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. Notwithstanding anything set forth above, the County acknowledges and understands that CSTC passes through revenue share from the Mutual Fund Companies to the Recordkeeper and in return the Recordkeeper utilizes such revenue share to reduce the County's fees. B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin County a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Contract or Subcontract, or to any solicitation or proposal therefor. C. Gratui means a payment, loan, subscription, advance deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. D. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. The Contractor is prohibited from inducing, by any means, any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and federal "anti-kickback" statutes or regulations. Notwithstanding anything set forth above, the County acknowledges and understands that CSTC passes through revenue share from the Mutual Fund Companies to the Recordkeeper and in return the Recordkeeper utilizes such revenue share to reduce the County's fees. E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County during the term of this Contract or one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former employees of County are found in Article 7 of the Procurement Code). F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of interest prescribed in this Contract shall be made a condition of and conspicuously set forth in every sub-contract and solicitation therefor. G. Conspicuously means written in such special or distinctive format, print, or manner that a reasonable person against whom it is to operate ought to have noticed it. H. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the County shall have the right to- (1) Terminate this Contract without liability by the County; (2) Debar or suspend the offending parties from being a contractor or sub-contractorgOrncier County contracts; (3) Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Contractor; and (4) Recover such value from the other offending parties. 2. INSURANCE A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance-policies as will protect itself, the County and others as specified, from claims for bodily injuries, death, personal injury or property damage,which may arise out of or result from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits indicated, are required: (1) Financial Institution Bond $65 million/occurrence, $130 million aggregate (2) Directors and Officers Liability $55 million/occurrence, S110 million aggregate (3) Comprehensive Professional Liability $30 million/occurrence, $60 million aggregate B. Upon reasonable request to provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County (through the Project Manager)within (10) calendar days of written request for same by the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds for rescission or termination. These Certificates of Insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice has been sent to the County(through the Project Manager). (For purposes of this provision, "materially altered" shall mean a change affecting the coverage's required herein, including a change to policy limits as set out in the then-current policy declarations page). Upon written request from the County, the Contractor shall file with the County a certified statement as to whether or not the amounts remaining on policy limits equal or exceed the required limits in A. above. II Schwab INSTITUTIONAL STATEMENT INFORMATION REQUIREMENTS PLAN NAME: PITKIN COUNTY PUBLIC EMPLOYEES' RETIREMENT PLAN PLAN SPONSOR: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,COLORADO Taxpayer I.D.Number: 84-6000794 Contact: Debe Nelson Address: 530 E. Main Street, Suite 201 City, State and Zip: Aspen, CO 81611 e-mail: deben@co.pitkin.co.us Telephone Number: 970.920.5229 Fax Number: 970.920.5230 Number of Participants: 351 Three-Digit Plan Number: N/A Plan Year-End: December 31 Statement Frequency ❑O Monthly ❑ Quarterly RECORDKEEPER: CERIDIAN RETIREMENT PLAN SERVICES Taxpayer I.D.Number: 94-2268840 Contact: Jennifer O'Reilly Address: 1000 Fourth Street, Suite 300 City, State and Zip: San Rafael. CA 94901 e-mail:joreilly@ceridianrps.com Telephone Number: 415.451.4150 Fax Number: 415.459.2479 Statement Frequency 0 Monthly ❑ Quarterly INVESTMENT ADVISOR: INNOVEST PORTFOLIO SOLUTIONS, INC. Taxpayer I.D.Number: N/A Contact: James P. Beram,CEBS Address: 8301 East Prentice Avenue. Suite 300 City, State and Zip: Englewood,CO 80111 e-mail: jamesb@innovestinc.com Telephone Number: 303.694.1900 Fax Number: 303.694.4707 Statement Frequency ❑X Monthly ❑ Quarterly CURRENT CUSTODIAN: FIRST TRUST CORPORATION (If there are assets currently held in the Plan, please provide current statements.) Contact: Nancy Buyer Address: 717 17`h Street, Suite 2600 City, State and Zip: Denver, CO 80202-3323 Say Telephone Number: 800.4?4.2124.x2775 e-mail address: nbuyer@firsttrust.com The Charles Schwab Trust Company• I Montgomery Street, 7th Floor, San Francisco,CA 94104• 1-800-772-4922 2165-1-wt(196)CRS 10032 Employee Benefit Trust All Rights Rnerved EMPLOYER Achwab NSTITUTIONAL DESIGNATION OF INVESTMENT OP ONS PLAN NAME: PITKIN COUNTY PUBLIC EMPLOYEES' RETIREMENT PLAN Please list the assets that are to be held at The Charles Schwab Trust Company. MUTUALFUNDS Name Symbol I. PIMCo Low Duration Fund PTLDX 2. PIMCo Total Return Fund PTTRX 3. Vanguard US Growth Fund VWUSX 4. Vanguard Total Stock Market Fund VTSMX 5. Davis NY Venture Fund NYVTX 6. T. Rowe Price Mid-Cap Growth Fund RPMGX 7. MAS Mid Cap Value Fund MPMVX 8. Fremont US Micro Cap Fund FIMCX 9. Berger Small Cap Value Fund BSVIX 10. Fidelity Diversified International Fund FDIVX 11. Templeton Foreign Fund TEMFX 12. Acorn International Fund ACINX MONEY FUNDS ❑ Schwab Institutional Advantage Money FundTM ❑ Schwab Money Market Fund ❑Not an investment option in the Plan. l Schwab Retirement Money Fund* ❑ Schwab Government Money Fund ❑ Schwab Value Advantage Money Fundt ❑ Schwab U.S. Treasury Money Fund Agreed and Accepted this date: A� d 2 2000, by: -- Signature of Authorizing Person /GH2 Name and Title(Please print.): ZFO"O ✓ Claz,,,� Entity: Board of County Commissioners of Pitkin County, Colorado The Charles Schwab Trust Company• I Montgomery Street,7th Floor,San Francisco.CA 94104• 1-800-772-4922 2165-I-tzrtl/96)CRS IM32 Employee Bene iit Tmss All Riµh6 Resmed II Schwab INSTITUTIONAL Authorized Signature List PLAN NAME: PITKIN COUNTY PUBLIC EMPLOYEES' RETIREMENT PLAN The following individuals, whose signatures are shown below, are authorized to direct The Charles Schwab Trust Company ("CSTC") in accordance with the applicable Custody Agreement. CSTC may take directions from any of the parties listed below unless otherwise directed. If additional signatures are needed, please photocopy this page and attach to the original. (Note: The Charles Schwab Trust Company can act only at the direction of an authorized person.) BOARD OF COUNTY COM ISSIONERS OF PITKIN COUNTY,COLORADO Signature <g'2 Date S/�"°�� (print name and title) Signature Date (print name and title) Signature Date (print name and title) Signature Date (print name and title) Indicate capacity: 1] Plan Sponsor ❑ Investment Manager ❑ Recordkeeper []Other WESTERN PENSION SERVICE CORPORATION dba CERIDIAN RETIREMENT PLAN SERVICES Signature UIxt., Date 0111110 Je niter O'Reilly, Managing Vice President Indicate capacity: ❑ Plan Sponsor ❑ Investment Manager❑x Recordkeeper ❑ Other The Charles Schwab Trust Company e I Montgomery Street,7th Floor. San Francisco.CA 94104• 1-800-772-4922 :I65-1-oa(196)CRS 10032 E.,I.yee aenef,Tmv A11 Ri,W Reserved Achwab NSTITUTIONAL TTZANSFER AUTHORIZATION A transfer authorization must be used for each institution to transfer assets to your account at CSTC. Photocopies of these documents may be used for different transferring institutions. DIRECTIONS: (To be completed by Account Holder) L t Prior Trustee or Custodian: First Trust Corporation Delivering Custodian's Account Number: f:'IT/log 300, 300 90Q + SOp Cl n Delivering Custodian's Account Title: ➢tTIKIW COu)ITY PUBLIC EMPLOY -ES -JR/p 1 authorize the transfer of all assets in my account (referenced above) ("Account") to The Charles Schwab Trust Company (CSTC) and the liquidation of assets that cannot be transferred (e.g.. proprietary money market funds)and transfer of the proceeds to CSTC. I authorize you to deduct any outstanding fees due you from the credit balance of my Account. If my Account does not have a cash balance, you are authorized to liquidate assets to the extent necessary to satisfy any outstanding fee due. If there are certificates or other instruments in my Account in your physical possession, please transfer them in good deliverable form. Upon receiving;tFiis instructions,please cancel all open orders for my Account. Signature of Account TTEE(s): �l/,"'L (JJ1y�.-s Print Name "ate OKEA/ Signature of Account TTEE(s)`. Print Name Signature of Account TTEE(s): Print Name Important: Contingent Orders: Schwab will not accept or honor any oral or written instructions from you to purchase or sell securities with the proceeds of the cash and/or transferred securities prior to Schwab's actual receipt of your assets and the completion of the transfer process. You may initiate orders relating to the cash and/or transferred securities only after the assets have been received by Schwab and the transfer process has been completed. You are responsible for monitoring your account to determine when the transfer process has been completed and the cash and/or transferred securities have arrived at Schwab. Schwab will notify you by mail only, not telephone, after the assets have been received by Schwab and the transfer process has been completed. LETTER OF ACCEPTANCE/DELIVERY INSTRUCTIONS FOR CUSTODIANS AND TRUSTEES: (To be completed br CSTC) The Charles Schwab Trust Company Account Number: Account Title: Account Administrator. Phone Number: ( ) CSTC Operations Specialist: Phone Number. ( ) CSTC has accepted appointment as custodian of the above referenced account. The information on the reverse side is to assist in transferring account cash and assets to CSTC. Please include a copy of the most recent account statement, making sure to include dates of acquisition and costs basis information. Schwab (Retirement Plan Services The Charles Schwab Trust Company Fees Effective January 1, 2000 OAnnual Market Value Fees For participant-directed retirement plans investing in up to sixteen (16)core account investment choices available in Charles Schwab& Co., Inc.'s Mutual Fund MarketPlace.` VALUE OF PLAN ASSETS IN EACH ASSET CLASS First Next Next Next Above Asset Class SSMM SSMM $1011111111111 $30MM SSOMM Mutual Fund OneSource' Funds 0.00% 0.00% 0.00% 0.00% 0.00% Other Funds Through the Mutual Fund MarketPlace 0.20% 0.12% 0.10% 0.09% 0.08% Participant Loan Master Note 0,05°% 0.05% 0.05% 0.05% 0.05% Publicly Traded Company Stock (Plus brokerage commissions—see Additional Fees) 0.15°% 0.08°% 0.07% 0.06% 0.05% Advisor-Managed Accounts (Plus settlement charges—see Additional Fees) 0.30% 0.25% 0.20% 0.16% 0.12% All Other Assets (excluding Individual GIC Contracts) 0.40% 0.40% 0,40% 0.40°% 0.40% (All Other Assets includes privately held Company Stock and Company Stock with restricted shares,and are subject to approval.) Minimum Annual Market Value Fees $6,500 $8,000 If offering Schwab Personal Choice Retirement Accounts"(PCRA) $9,000 If offering Company Stock $10,000 If offering PCRA and Company Stock © Schwab Personal Choice Retirement Account (PCRA) Fees (Exclusive of Core Account assets) First Next Next Next Above SSMM SSMM $101111111 $30MM SSOMM Annual Market Value Fees for plans$10 million and over 0.00% 0.00% 0.00% 0.00% 0.00% Annual Market Value Fees for plans under$10 million 0.20% 0.16°% 0.12% 0.08% 0.06% Annual Account Fee per Participant Account: $100 per year - -- PCRA Notes: 1. Annual account fees are charged in January for all accounts opened as of the end of the prior year with an account value greater than zero. 2. If annual account fees are charged to the participant accounts, participants will be sent an advice for the amount to be charged to their PCRA accounts prior to the actual charge. If a participant closes his/her account within this time period, the plan sponsor will be held responsible and charged the respective fees. 3. Schwab's standard retail brokerage commission schedule applies to PCRA transactions. 4. Market value for purposes of calculating the Market Value Fee will be calculated on the last business day of each quarter. PCRA Market Value Fees will be assessed if combined Core Account and PCRA assets are less than$10 million on that date. C2000 Charles Schwab&Cc..Inc. All rights reserved Member SIPCNYSE. CRS 20625 (1299-8229) APP330BW-2(01/00) :. 1 © Disbursement Fees Outgoing Bank Wire Transfers $20 per wire(excludes individual GIC Contracts) Participant Distributions (includes Form 1099-R): Cash or Security Transfers to Schwab IRA Rollover,Accounts $0 - _ per transfer Recurring Payments $1 per ACH transaction $3 per check Cash Distributions and Disbursements away from Schwab $10 per check Securities Transfers away from Schwab $50 per asset transfer Stop Payments - - --- _ - -, $20 per stop request 0 Additional Fees Company Stock Brokerage Commissions $0.04 per share.for trades above 500 shares or the following minimums: $10 minimum for trades under$500 principal $20 minimum for trades less than 500 shares Set-up Fee for All Other Assets $50 per asset (individual GIC contracts excluded) Annual Holding Fee—Individual GIC Contracts $1,500 per GIC (value excluded from market value fee) Transaction Fee for All Other Assets (Including GICs) $30 per transaction (includes wire fees) Additional Subaccounts $500 annually per subaccount Fees for Extraordinary Services $100 per hour($100 minimum) - Proxy Pass-Through Voting Tabulation TBD determined by third-party provider Termination Fee $300 plus hourly charges apply for extraordinary services Mutual Fund or Other Asset Selection over Sixteen (16) $1,500 annual fee for the seventeenth (17th) fund per Account — $500 annual fee per additional fund Overdrafts $7 per overdraft Additional Copies of Statements over Three Sets $20 each set Replacement Form 1099-R $5 each Revised Form 1099-R $50 each Settlement Charges $20 Mutual Fund MarketPlace funds (applies to accounts managed by an Advisor and $20 depository-eligible assets non-electronic accounts) $30 all other assets �2000 Charles Schwab&Cc_Inc. All rights reserved. Member SIPC NYSE. CRS 20625 (1299-8229, APP3308W-2101/00) i © Fee Schedule Provisions 1.To qualify for the standard fee schedule,the plan must utilize • Extraordinary services for which other compensation is not expressly SchwabLink'r for Plan Administrators,the electronic data communications stated system for transaction processing and reporting to/from The Charles • Administration of All Other Assets,including transaction and outgoing Schwab Trust Company(CSTC.) wire charges for All Other Assets 2.Any waiver of mutual fund sales charges/loads at the plan level only is • Tax reporting for unrelated business income taxes,participant life based on the qualifications set forth in the fund's prospectus,as well as insurance policies or distributions to non-US residents the completion by the plan sponsor of appropriate documentation if overnight investment of funds for plans operated for• Cash transfers required by the fund's sponsor.CSTC fees also do not include any fees through SchwabLink for for Plan Administrators charged by an Investment Manager. For plans handled through SchwabLink for Plan Administrators,cash balances in Schwab Money 6. Fees are billed quarterly in arrears unless otherwise indicated.CSTC Market Funds will be charged the same market value fee as Schwab fees outstanding for more than 60 days from the billing date will be Mutual Fund OneSource,funds. deducted directly from the account. 3. Depository-eligible assets are defined for this fee schedule as those 7. In addition to the fees set forth in this schedule,CSTC may also accepted by the Depository Trust Company of New York and the Bank receive,as compensation for services provided to the Trust,any credit of New York. Mutual funds and those stable asset(GIC)funds available and/or interest on aggregate cash balances that CSTC has on deposit through Schwab are considered depository-eligible for the sole purpose with a third-party bank in respect of the Trust either(i)with respect to of this fee schedule."Transaction'is defined as the purchase or sale of funds awaiting investment or reinvestment,or(ii)with respect to funds any plan asset. pending distribution from the Trust.Credit and/or interest on such 4.Annual market value fees cover: aggregate cash balances have been taken into consideration when developing CSTC fee schedules. • Electronically transmitted transactions for up to 16 assets including 8. Fees for Schwab's services shall be initially determined in accordance mutual funds in the Schwab Mutual Fund Marketplace', Participant with this Fee Schedule. Schwab guarantees such fees for one year Master Note and Company Stock commencing with the effective date of this Fee Schedule. Following the • Asset transfer and set-up in one account per plan one-year period described herein,Schwab reserves the right to modify • Asset custody the aforementioned fees for future services at any time by notifying the • Monthly pension format statement and an annual statement with a Plan Administrator and Employer in writing sixty(60)days prior to the maximum of two duplicate sets effective date of the modification. • Wire receipts for employer and employee contributions and master 9. Schwab receives remuneration from registered investment companies note loan repayments offered in Schwab's Mutual Fund MarkelPlace (and/or their affiliates) • Interest,dividend.and capital gains posting;processing of capital in the form of 12b-1 and other fees, and/or fees from registered invest- changes(splits.reorganizations,etc.) ment companies(and/or their affiliates)for services rendered in connec- • Proxy distribution to the plan committee or plan sponsor tion with Schwab's Mutual Fund OneSource service, in addition to the fees set forth in this Fee Schedule.Such remuneration is based on the • A cash sweep feature provided for accounts managed by an advisor aggregate net asset value of certain shares held in Schwab's customers' 5. Additional fees may be charged for: accounts and may be adjusted from time to time.Schwab also receives • Manual processing not utilizing SchwabLink for Plan Administrators certain investment advisory tees and other fees from SchwabFunds with • Check receipts for contributions or individual employee loan respect to the trust assets.The exact amount of the fees will vary repayments depending on the mix of assets selected. Employer acknowledges and • More than one account per plan for asset custody agrees that remuneration described in this paragraph is payable to Charles Schwab. Q Accepted: CSTC Fees excluding PCRA Annual Account Fees: (Check one) ❑ Charge to Trust Account ❑ Invoice Plan Sponsor ❑ Invoice Recordkeeper PCRA Annual Account Fees: (If applicable,check one) N/A ❑ Charge Participant Accounts ❑ Invoice Plan Sponsor ❑ Invoice Recordkeeper Annual PCRA fees may be invoiced to plan sponsor or Recordkeeper or charged to individual participants' PCRA accounts. Investment Manager Fees: (If applicable, check one) ❑ 1 authorize ❑ 1 do not authorize CSTC to deduct Investment Manager fees and expenses directly from the Trust Account. Recordkeeper Fees: (If applicable, check one) ❑ I authorize ❑ I do not authorize CSTC to deduct Recordkeeper fees and expenses directly from the Trust Account. Pitkin County Public Employees' Authorized signature v'rL Plan Name Retirement Plan Name and Title(please punt) Date ('2000 Charles Schwab&Co..Inca All rights reserved. Member SIPC%NYSE. CPS 20625 (1299-132291 APP3308W 2(01100) The Charles Schwab Trust Company(^CSTC i.a California charteredtrust company.Provides custody and trust services to Schwab customers and affiliates and is a wholly- owned subsidiary of The Charles Schwab Corporation and an affiliate of Charles Schwab&Co_Inc. The Charles Schwab Trust Company,425 Market Street.7th Floor,San Francisco.CA 94105