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RESTATED AND AMENDED AGREEMENT FOR ADMINISTRATIVE SERVICES This restated and amended agreement ("Agreement") is made this 20" day of December, 2016, 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 entered into an agreement for administrative services with PARS dated June 7, 2011 to provide a defined benefit supplemental retirement plan ("original agreement") to certain eligible retirees. The term of the original agreement was April 18, 2011 ending April 17, 2016 with a provision that the agreement will continue unchanged for successive twelve-month periods following the original term unless terminated. WHEREAS, Agency and PARS want to clarify that the term of the Agreement is ongoing unless terminated or until the last beneficiary or their eligible heirs expire. WHEREAS, Agency is desirous of c o n t i n u i n g t o retain PARS, as Trust Administrator to the PARS Trust, to provide administrative and consulting services with respect to the qualified City of Santa Ana PARS Supplementary Retirement Plan (the "Plan"). 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 IB", Payment Terms, Payment for the Services will be remitted directly from Plan assets unless otherwise stated in Exhibit 113, 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. lfpayment 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. 4. Fees for Services Beyond Scope. Fees for services beyond those specified in this Agreement will be billed to the Agency at the rates indicated in the PARS standard fee schedule in effect at the time the services are provided and shall be payable as described in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore, 5, Information Furnished to PARS. PARS will provide the Services contingent upon the Agency's providing PARS the information specified in the exhibit attached hereto as "Exhibit 1C"("Data"). it shall be the responsibility of the Agency to certify the accuracy, content and completeness of the Data so that PARS may rely on such information without further audit. It shall further be the responsibility of the Agency to deliver the Data to PARS in such a manner Page 1 r