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AGREEMENT FOR ADMINISTRATIVE SERVICES This Agreement for Administrative Services ("Agreement") is made this day of , 2010, between Phase II Systems, a corporation organized and existing under the laws of the State of California, doing business as Public Agency Retirement Services (hereinafter "PARS") and the City of Santa Ana ("Agency"). WHEREAS, Agency has adopted the City of Santa Ana Section 3121 Part-Time Seasonal Temporary Deferred Compensation Plan (the "Plan") effective , 2010, in conjunction with the PARS Trust Document ("PARS Trust"), and desires to retain PARS, as Trust Administrator to the PARS Trust, to provide administrative services; WHEREAS, by written resolution and pursuant to Sections 1.1 and 2.1 of the PARS Trust, the Agency's governing body has appointed by position or title a Plan Administrator to act on its behalf in all matters relating to the Plan and PARS Trust ("Plan Administrator"); WHEREAS, pursuant to Section 3.3 of the PARS Trust, the Agency has the power to delegate certain duties related to the Plan, and PARS accepts those duties pursuant to the terms contained in the Agreement, and that this Agreement represents the entire delegation of duties to PARS from the Agency with regards to the Plan; WHEREAS, PARS accepts the terms of this Agreement with the understanding by the Agency and Plan Administrator that PARS does not hold custody of any assets of the Plan, and does not have any independent authority or discretion for the investment, distribution or escheatment of Plan assets without the express consent of, and direction from the Plan Administrator. NOW THEREFORE, THE PARTIES AGREE: 1. Services. PARS will provide the services pertaining to the Plan as described in the exhibit attached hereto as "Exhibit IA" ("Services") in a timely manner, subject to the further provisions of this Agreement. 2. Fees for Services. PARS will be compensated for performance of the Services as described in the exhibit attached hereto as "Exhibit 1B". 3. Payment Terms. Payment for the Services will be remitted directly from Plan assets unless the Agency chooses to make payment directly to PARS. In the event that the Agency chooses to make payment directly to PARS, it shall be the responsibility of the Agency to remit payment directly to PARS based upon an invoice prepared by PARS and delivered to the Agency. If payment is not received by PARS within thirty (30) days of the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per month. If payment is not received from the Agency within sixty (60) days of the invoice delivery date, payment plus accrued interest will be remitted directly from Plan assets, unless PARS has previously received written communication disputing the subject invoice that is signed by a duly authorized representative of the Agency. Page 1 55A-7