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HomeMy WebLinkAboutC-7775-4 - Schwab Personal Choice Retirement Account (PCRA) Plan Application and Agreement1j) Schwab Personal Choice Retirement Account° (PCRA) Plan Application and Agreement www.schwab.com 1 1-800-231-2855 Please be sure to: • Complete sections 1-3 and Exhibits A and B. • Read sections 4-7. • Sign this application on page 7, section 7. 1. INTRODUCTION This Schwab Personal Choice Retirement Account® (PCRA) Plan Application and Agreement ("Agreement") is entered into by and among [insert Trustee/Custodian name] Empower Trust company, LLC as the Trustee/Custodian ("Trustee/Custodian") of the [insert plan name] City of Newport Beach Defined Contribution Plan ("Plan"), [insert plan sponsor name] City of Newport Beach ("Plan Sponsor") Plan Sponsor of the Plan ("Plan"), and Charles Schwab & Co., Inc. ("Schwab"). The Trustee/Custodian has been directed by the Plan Sponsor to enroll the Plan in the Schwab Personal Choice Retirement Account ("PCRA") program with Schwab. The Plan (or Trust, if any) permits the Plan Sponsor to direct the Trustee/Custodian to establish a plan -level account ("Plan -Level Account") at Schwab and to allow the Participants of the Plan ("Participants") who execute an electronic Schwab Personal Choice Retirement Account® Limited Power of Attorney for Participant form ("LPOA") to conduct business at Schwab. The following, together with the Schwab One"' Account Agreement and any administrative services agreement between the Plan's recordkeeper and Schwab ("Services Agreement"), constitutes the terms and conditions governing the account(s) established by the Trustee/Custodian at the direction of the Plan Sponsor. Complete all sections. We respect your privacy. Schwab will use the information you provide to open and service the account, communicate with you, and provide information about products and services. Read about Schwab's privacy policy at www.schwab.com/privacy. 2. PLAN SPONSOR, PLAN, AND TRUSTEE/CUSTODIAN INFORMATION Part A. Plan Sponsor Information Plan Sponsor Name City of Newport Beach Plan Number 98310-03 Plan Sponsor Tax ID Number 95-6000751 Type of Business City Government State of Incorporation CA Contact Email Address Jalimam@newportbeachca.gov Contact Name Jason AI -Imam Title Finance Director Phone 949-644-3126 Street Address 100 Civic Center Dr, Bay 2C City Newport Beach state CA Zip 92660 Part B. Plan Information Plan Name City of Newport Beach Defined Contribution Plan Plan Tax ID Number Date Plan Established 12/1/2012 Type of Plan: m Profit Sharing ❑ Money Purchase ❑ 401(k) ❑ 403(b) ❑ 457b ❑ 457f ❑ Non -Qualified ❑ Other (specify): Total Plan Assets $581,111 Number of Participants 56 Plan Year End 6/30 02020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 1 of 10 Part C. Trustee/Custodian Information (Please complete either Section C-1 Corporate Trustee Information or Section C-11 Individual Trustee Information.) I. Corporate Trustee Information. Please complete the information below and provide a list of authorized signers in Exhibit B. An Officer of the Trustee must sign in Section 7. Trustee Name Empower Trust Company, LLC Trustee Contact Name Trust Department Trustee Address 3515 E. Orchard Road Trustee Tax ID Number 84-1455663 State of Incorporation Co City Greenwood Village State Zip Code Co 80111 II. Individual Trustee Information. List Trustees who will act on behalf of the Trust. Each Trustee must sign in Section 7. Trustee Name (First) N/A Address (if different from Plan address above) (Middle) city Social Security Number (required for online access) Telephone Number (Last) State Zip Code Country(ies) of Citizenship (Must list all.) Country of Legal Residence ❑ USA[-] Other: ❑ Other: ❑ USA ❑ Other: List any securities firm, bank, trust company or insurance company in which the Trustee is an employee, director or owner.* List all publicly traded companies in which the Trustee is a director, 10% shareholder or policy -making officer. Fax Number Employment Status (Please select only one.) Employer Name/Business Name ❑ Employed ❑ Self -Employed El Retired❑Homemaker ❑ Student ❑ Not Employed Occupation (If you selected "Employed" or "Self -Employed," please select one option that best describes your occupation.) ❑ Business Owner/Self-Employed ❑ Financial Services/Banking Professional ❑ Military ❑ Consultant ❑ Executive/Senior Management ❑ Information Technology Professional ❑ Educator ❑ Other (specify) ❑ Medical Professional ❑ Other Professional ❑ Clerical/Administrative Services ❑ Legal Professional ❑ U.S. Government Employee (Federal/State/Local) ❑ Trade/Service (Labor/Manufacturing/Production) ❑ Accounting Professional ❑ Foreign Government Employee (Non-U.S.) ❑ Sales/Marketing Co -Trustee (if applicable) Name (First) (Middle) N/A Employer's Tax ID Number or Social Security Number (if sole proprietor) Country(ies) of Citizenship (Must list all.) Country of Legal Residence ❑ USA El Other- ❑ Other: ❑ USA ❑ Other: List any securities firm, bank, trust company or insurance company in which the Trustee is an employee, director or owner.* List all publicly traded companies in which the Trustee is a director, 10% shareholder or policy -making officer. Employment Status (Please select only one.) [:]Employed El Self -Employed [--]Retired El Homemaker ❑Student ❑ Not Employed (Last) Employer Name/Business Name Occupation (If you selected "Employed" or "Self -Employed," please select one option that best describes your occupation.) ❑ Business Owner/Self-Employed ❑ Financial Services/Banking Professional ❑ Military ❑ Consultant ❑ Executive/Senior Management ❑ Information Technology Professional ❑ Educator ❑ Other (specify): ❑ Medical Professional ❑ Other Professional ❑ Clerical/Administrative Services ❑ Legal Professional ❑ U.S. Government Employee (Federal/State/Local) ❑ Trade/Service (Labor/Manufacturing/Production) ❑ Accounting Professional ❑ Foreign Government Employee (Non-U.S.) ❑ Sales/Marketing *Attach a Rule 3210/407 letter from a Compliance Officer for the employer if employed by a securities firm. 02020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 2 of 10 3. ACCOUNT FEATURES The Plan -level Account shall be established in the name of the Trustee/Custodian for the interest of the Plan. In addition, separate self - directed brokerage accounts ("PCRA accounts") shall be established in the name of the Trustee/Custodian for the interest of the Plan related to each Participant who executes an electronic PCRA Account Application. Participant accounts shall be subject to the PCRA Account Application executed by the Participant. The Plan Sponsor, pursuant to the Plan, has directed the Trustee to execute the Account Application under which Schwab is authorized to act upon the instructions of each Participant pursuant to the terms and conditions of this Account Application, the Schwab One Account Agreement, the Services Agreement and the PCRA Account Application. A PCRA Account Application will be executed by each Participant, setting forth the terms and conditions under which Schwab will act on the instructions of the Participant. The Trustee/Custodian, acting pursuant to the direction of the Plan Sponsor, authorizes Schwab to act on instructions received from a Participant pursuant to each such PCRA Account Application, the terms and conditions of which are set forth thereon. A. Your Consent to Enroll in Schwab's Cash Features Program The Cash Features Program is a service that offers the Bank Sweep feature (named with respect to retirement plans the " Bank Sweep for Benefit Plans" feature) (a "Cash Feature") to permit uninvested cash (the "Free Credit Balance") in the Plan and/or Participant brokerage accounts under the Plan, as applicable, to earn income while you and/or your Participants, as applicable, decide how those funds should be invested longer term. You understand that the terms and conditions of the Cash Features Program and of each Cash Feature are set forth in the Cash Features Disclosure Statement. You instruct and direct Schwab to include the Free Credit Balance under the Plan in the Cash Features Program, as described in the Cash Features Disclosure Statement. The Bank Sweep feature (including the Bank Sweep for Benefit Plans feature) is designated as the Cash Feature for brokerage accounts of account holders residing in the U.S. Through the Bank Sweep feature, Schwab automatically makes deposits to and withdrawals from deposit accounts at one or more Sweep Banks that are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain prescribed FDIC limits. You understand and agree that Schwab may (1) make changes to the terms and conditions of the Cash Features Program; (2) make changes to the terms and conditions of any Cash Feature; (3) change, add, or discontinue any Cash Feature; (4) change the Plan's and/or any Participant's investment from one Cash Feature to another if the Plan and/or any Participant, as applicable, becomes ineligible for the current Cash Feature or the current Cash Feature is discontinued; and (5) make any other changes to the Cash Features Program or Cash Feature as allowed by law. Schwab will notify you in writing of changes to the terms of the Cash Features, changes to the Cash Features we make available, or changes to the Cash Features Program prior to the effective date of the proposed change. Please note: Participants in 403(b) retirement plans will be placed in the Schwab Government Money FundTm (SWGXX). If this is a 403(b) plan, you instruct and direct Schwab to include this fund. B. Multiple Account Establishment Indicate the type(s) of account(s) you wish to allow in this Plan: 0 Traditional PCRA ❑ Rath PCRA D. Delegation of Trading Authority to Investment Advisor (IA) or Third Party and Deduction of IA Fees 1. Do you wish to allow the delegation of trading authority to an Investment Advisor? ❑� Yes. By executing a Schwab PCRA Limited Power of Attorney (LPOA) for an Investment Advisor, Participant may grant trading authority to an Investment Advisor who has a relationship with Schwab Advisor Services. ❑ No. Not permitted under this Plan. 2. Do you wish to allow the deduction of fees from the Participant's PCRA for an Investment Advisor who has a relationship with Schwab Advisor Services? ❑s Yes. ❑ No. IA fees are not to be taken from Participant's PCRA. 3. Do you wish to allow delegation of trading authority to a Third Party? Yes. By executing a Schwab PCRA Limited Power of Attorney (LPOA) for a Third Party, Participant may grant authority to any Third Party (e.g., spouse or other relative) to trade in the Participant's PCRA. ❑ No. Not permitted under this Plan. 4. PCRA PLAN TRADING MENU ESTABLISHMENT See the PCRA Plan Trading Menu Establishment attached as Exhibit A. The PCRA Plan Trading Menu, to be elected by the Plan Sponsor, shall be in substantially the form attached hereto as Exhibit A, and by this reference is incorporated herein. ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 3 of 10 5. DELEGATION OF AUTHORITY TO THE PLAN'S RECORDKEEPER By signing this application, the Trustee/Custodian acknowledges that the Plan's recordkeeper will have the ability to instruct Schwab with respect to the establishment of the Plan -level Account and multiple PCRA accounts. The Trustee/Custodian, as directed by the Plan Sponsor, has the authority to delegate additional powers to the Plan's recordkeeper. The following additional powers are hereby delegated to the Plan's recordkeeper by the Trustee/Custodian A. Disbursement Authorization to Account Registration. Relay Trading Authorization. Instruct Schwab to execute trades in the Plan -level Account under limited circumstances and to liquidate Participant account assets upon instruction from the Plan Sponsor. The Plan's recordkeeper may direct Schwab as to the investment of the Plan -level Account under limited circumstances, as to the liquidation of PCRA accounts as needed, and to take other actions necessary or incidental to the execution of such instructions. Schwab, and other persons to whom Schwab has given instructions in order to implement the Plan's recordkeeper's instructions, may rely on Plan's recordkeeper's instructions without obtaining any approval, counter -signature, or cosignature. In the limited situations described above, the Plan's recordkeeper's authority will include, without limitation: the authority to give instructions for transactions in securities and financial instruments, including the buying and selling of stocks, bonds, debentures, notes, subscription warrants, stock purchase warrants, options, mutual fund shares, evidences of indebtedness, and any other securities, instruments or contracts relating to securities; and where necessary to complete any transaction, the authority to transfer, convert, endorse, sell, assign, set over, and deliver any assets held in the Plan -level Account or the PCRA Accounts and to make, execute, and deliver any and all written instruments of assignment and transfer. B. Authority to Disburse to Account Registration. Instruct Schwab to disburse Plan funds to accounts that are registered to the Trustee/Custodian(s) at Schwab or another financial institution. The Plan's recordkeeper may direct Schwab to remit checks, wire funds and otherwise make disbursement of funds held in the Plan -level Account to banks and other financial institutions for the Plan's benefit. Accordingly, Schwab is authorized to take such actions, upon Plan's recordkeeper's written instructions. Whenever this delegation of authority is attached to any instrument of assignment and transfer, all persons shall be entitled, without further inquiry or investigation and regardless of the date of the delegation of authority, to act in reliance upon the assumption that the assets named in such instrument were duly and properly transferred, endorsed, sold, assigned, set over and delivered, and that, with respect to such assets, the authority conferred here in is still in full force and effect. The Trustee/Custodian may revoke the delegation of authority at any time by giving written notice to Schwab. 6. AGREEMENT BETWEEN TRUSTEE/CUSTODIAN, PLAN SPONSOR AND SCHWAB The Trustee/Custodian, by signing this Application at the direction of the Plan Sponsor, hereby requests that Schwab open the Plan -level Account and also a PCRA Account for the benefit of each Participant who executes a PCRA Account Application/LPOA Agreement. All parties hereto shall be bound by the terms of the Account Agreement (which includes this Application, the Schwab One Account Agreement, the PCRA Account Application/LPOA Agreement executed by the Participant and other written agreements, if any, between the Plan Sponsor, the Trustee/Custodian or the Plan's recordkeeper and Schwab). If any party hereto does not receive or understand the Account Agreement, such party will notify Schwab. The Plan Sponsor certifies that the Trust underlying the Plan (if any) is not subject to backup withholding because the Plan is an organization exempt from federal income tax under Internal Revenue Code. Each party represents, warrants and certifies that the representations made by it in this Agreement are true, complete and accurate. The Plan Sponsor and the Trustee/Custodian each represent, warrant and certify that the Trust (if any) is in full force and effect and has not been revoked, modified or amended in any manner which would cause the representations made by each as contained in this Agreement to be inaccurate or incorrect. Schwab will rely on this Agreement and upon the representations made herein unless and until it receives a written Notice of Amendment, written notice of changed Trustee/Custodian or written notice of any events affecting the Plan Sponsor's powers described above. The Plan Sponsor agrees to send written notice promptly to Schwab of any change in Trustee/Custodian, or any amendment or modification to the Trust which would cause the representations contained in this Agreement to be or become inaccurate or of the occurrence of any event which would affect the Trust's revocability, the Trustee/Custodian's or the Plan Sponsor's powers or any representations made in this Agreement. The Plan Sponsor, (or the Plan as applicable) and the Trustee/Custodian hereby indemnify and hold harmless Schwab and each of its officers, directors, employees and agents from, and holds such persons harmless against, any claims, judgment, surcharges, settlement amounts or other liabilities or costs of defense or settlement (including attorneys' fees) arising out of or related to any actual or alleged improper or unsuitable actions taken at the Plan Sponsor's, the Trustee/Custodian's or the Plan's recordkeeper's direction in connection with the PCRA established at Schwab pursuant to this Agreement. Provided, however, that Schwab must first notify the Plan Sponsor, the Trustee/Custodian and the Plan's recordkeeper of any claim and tender defense of the same to the Plan Sponsor, Trustee/Custodian and Plan's recordkeeper as a condition precedent to indemnity hereunder. Schwab hereby indemnifies and holds harmless the Plan Sponsor and the Trustee/Custodian and their affiliates and subsidiaries, and each 02020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 4 of 10 of their respective officers, directors, employees, and agents from, and holds such person harmless against, any claims judgment, surcharges, settlement amounts or other liabilities or costs of defense or settlement (including reasonable attorneys' fees) arising out of or related to any actual or alleged improper or unsuitable actions taken by Schwab in connection with the PCRA established at Schwab pursuant to this Agreement. The representations and obligations stated herein shall survive termination of the Trust (if any) and the Account Agreement relating to the PCRA. This cross -indemnification is made by the Plan Sponsor, the Trustee/Custodian and Schwab and shall not be limited by the Plan Sponsor's or the Trustee/Custodian's documentation concerning the representations made herein. Required Arbitration Disclosures. Regulatory authorities require that any brokerage agreement containing a predispute arbitration agreement must disclose that this agreement contains a predispute arbitration clause. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows: • All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. • The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: 1. the class certification is denied; 2. the class is decertified; or 3. the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. Arbitration Agreement. Any controversy or claim arising out of or relating to (1) this Agreement, any other agreement with Schwab, an instruction or authorization provided to Schwab or the breach of any such agreements, instructions, or authorizations; (ii) the Account, any other Schwab account or Services; (iii) transactions in the Account or any other Schwab account; (iv) or in any way arising from the relationship with Schwab, its parent, subsidiaries, affiliates, officers, directors, arbitration. This arbitration agreement will be binding upon and inure to the benefit of the parties hereto and their respective representatives, attorneys -in -fact, heirs, successors, assigns and any other persons having or claiming to have a legal or beneficial interest in the Account, including court -appointed trustees and receivers. This arbitration agreement will also inure to the benefit of third party service providers that assist Schwab in providing Services ("Third Party Service Providers") and such Third Party Service Providers are deemed to be third party beneficiaries of this arbitration agreement. The parties agree that this arbitration agreement will apply even if the application to open the Account is denied and will survive the closure of your Account and/or the termination of services rendered under this Agreement. Such arbitration will be conducted by, and according to the securities arbitration rules and regulations then in effect of, the Financial Industry Regulatory Authority (FINRA) or any national securities exchange that provides a forum for the arbitration of disputes, provided that Schwab is a member of such national securities exchange at the time the arbitration is initiated. Any party may initiate arbitration by filing a written claim with FINRA or such eligible national securities exchange. If arbitration before FINRA or an eligible national securities exchange is unavailable or impossible for any reason, then such arbitration will be conducted by, and according to the rules and regulations then in effect of, the American Arbitration Association (AAA). If arbitration before the AAA is unavailable or impossible for any reason, the parties agree to have a court of competent jurisdiction appoint three (3) arbitrators to resolve any and all disputes or controversies between or among the parties. Each party shall bear its own initial arbitration costs, which are determined by the rules and regulations of the arbitration forum. In the event of financial hardship, the arbitration forum may waive certain costs in accordance with such rules. At the conclusion of the hearing, the arbitrators will decide how to assess the costs of the arbitration among the parties. Each party ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 5 of 10 shall bear its own initial arbitration costs, which are determined by the rules and regulations of the arbitration forum. In the event of financial hardship, the arbitration forum may waive certain costs in accordance with such rules. At the conclusion of the hearing, the arbitrators will decide how to assess the costs of the arbitration among the parties. Any award the arbitrator makes shall be final and binding, and judgment on it may be entered in any court having jurisdiction. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. For FINRA arbitrations, FINRA will appoint a single public arbitrator in customer cases decided by one arbitrator. In customer cases decided by three arbitrators, investors have the option of choosing an arbitration panel with two public arbitrators and one non-public arbitrator (Majority -Public Panel Rule) or a panel of all public arbitrators (Optional All -Public Panel Rule). If the customer declines to elect a panel selection method in writing by the applicable deadline, the Majority -Public Panel Rule for selecting arbitrators will apply. All notices from one party to the other involving arbitration shall be considered to have been fully given when so served, mailed by first-class, certified or registered mail, or otherwise given by other commercially accepted medium of written notification. In addition to the above provisions, if a party to this Agreement is or becomes a non-U.S. resident at the time of any controversy subject to this arbitration agreement, such party acknowledges and agrees to the following additional provisions: 1. The rules of the organization administering the arbitration specifically provide for the formal designation of the place at which the arbitration is to be held. 2. Entering into this Agreement constitutes consent to submit to the personal jurisdiction of the courts of the state of California, U.S.A., to interpret or enforce any or all of these arbitration provisions. Judgment on any arbitration award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be. 3. The exclusive language to be used by the parties and the arbitrators in the arbitration proceedings shall be English. Any party wishing an interpreter shall make all arrangements directly with the interpreter and shall assume all costs of the service. 4. If a party is a foreign government or state, state-owned or state -operated enterprise or other instrumentality of a foreign government or state, such party waives all rights of sovereign immunity and neither the Federal Act of State doctrine nor the doctrine of sovereign immunity shall apply insofar as any enforcement in courts located in the U.S.A. is concerned. Impartial Lottery for Securities Subject to Partial Call or Partial Redemption. If Schwab holds securities for you in street name, in Schwab's name, or in bearer form that are subject to partial call or partial redemption, then in the case of a partial call or partial redemption, Schwab will use an impartial lottery system to select the securities to be called or redeemed from among the accounts holding those securities. For a description of Schwab's lottery system, please visit www.schwab.com/ PartialCalls. If you would like a printed description of Schwab's lottery system mailed to you, please contact a Schwab Representative at 888-393-7272. Notice to Canadian Residents. Schwab is not registered as a broker -dealer in Canada; we are relying upon an exemption from the broker- dealer registration requirement to act as a broker -dealer. Therefore, Schwab and its agents are not subject to the full regulatory require-ments otherwise applicable under Canadian securities legislation. Responsibility for Investment Decisions. The Plan Sponsor and the Trustee/Custodian each acknowledge and agree that • Schwab will merely execute trades as directed by Participant or the Plan's recordkeeper acting on behalf of the Plan Sponsor or Trustee/Custodian in accordance with a delegation of authority acceptable to Schwab; • Schwab does not give legal or tax advice, and will not advise the Plan Sponsor, the Trustee/Custodian, or the Plan's recordkeeper concerning the nature, potential value, or suitability of any particular security, transaction or Investment strategy; • Schwab is not acting as a fiduciary; • The Plan Sponsor (and not Schwab) is responsible for investigating and selecting the Plan's recordkeeper; • The Plan's recordkeeper is not affiliated with or controlled or employed by Schwab, and Schwab has not approved, recommended or endorsed the Plan's recordkeeper; • Schwab has no duty to supervise or monitor trading by the Plan's recordkeeper or Participant in the Brokerage Account; • Schwab has no duty to review the documents under which the Plan is maintained, to update these documents, or to request a determination letter from the Internal Revenue Service concerning the Plan documents; • Schwab has no duty to determine or review allocations of contributions among Participants, or to perform any recordkeeping functions for the Plan; provided that the forgoing shall not affect Schwab's obligations to furnish accurate account statements to Participants and the Plan's recordkeeper and to provide certain information to the Trustee/Custodian; • Schwab has no duty to review Plan investments for compliance with ERISA (including determining whether any investments constitute prohibited transactions under ERISA) or to determine whether Plan investments will result in exposure to the tax on unrelated business taxable income, or to review the Plan documents to determine whether any investment instructions are in accordance with the terms of the Plan other than to review the transaction for compliance with the previously agreed limitations; • Schwab has no duty to assist in complying with any obligations that may be imposed under ERISA, including, without limitation, the reporting, Participant disclosure or bonding requirements of ERISA (except with respect to the furnishing of account statements to Participants and the Plan's recordkeeper and such reporting obligations to the Trustee/Custodian); • Schwab has no duty to determine the valuation of any assets in the Account that are not traded on a recognized exchange; and • Other than complying with its obligations to act as instructed, Schwab has no duty to assist in complying with any legal obligations that may apply to distributions from the Plan, to determine whether any distributions are required under the "required minimum distribution: rules of the Internal Revenue Code, to determine whether any distributions that Schwab may be instructed to make are properly authorized under the terms of the Plan, or to review any beneficiary designations that may be made by Plan Participants. ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 6 of 10 7. Signatures THE AGREEMENT WITH SCHWAB INCLUDES A PREDISPUTE ARBITRATION CLAUSE. YOU ACKNOWLEDGE RECEIPT OF THE PREDISPUTE ARBITRATION CLAUSE CONTAINED IN SECTION 6 OF THE SCHWAB PERSONAL CHOICE RETIREMENT ACCOUNT° PLAN APPLICATION AND AGREEMENT. Signature and Date Required X Trustee Signature* Print Name Date X Co -Trustee Signature* Print Name Date As an authorized signer for the Plan Sponsor, I acknowledge, with my signature below, that the responsible plan fiduciary (Plan Sponsor) has received a Fee Disclosure Report (explanation of fees and services) from Charles Schwab & Co., Inc., which contains information required by 29 C.F.R. Section 2550.408b-2(c)(1) (the ERISA Section 408(b)(2) regulation). THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING. I certify under penalties of perjury that: (1) the Taxpayer Identification Number shown on this application is correct, (2) the Plan is not subject to backup withholding due to failure to report interest and dividend income, (3) the Plan is a U.S. person, and (4) the Plan is exempt from FATCA reporting. I understand that if I have been notified by the IRS that the Plan is subject to backup withholding as a result of dividend or interest underreporting and I have not received a notice from the IRS advising me that backup withholding is terminated, I must cross out item 2 above. Signature and Date Required X Plan Spon ignature Print Name Grace Leung Title City Manager �Z% lg/ Z Z4 Date *Attach a Rule 3210/407 letter from your employer if employed by a securities firm. APPROVED AS TO FORM: CITY ATTORNEYS OFFIC Date: -/2, E2-`� B - �fzj (571 — lp,� Aaron C. Harp, City Attorney ATTEST: Leilan I. Brown, 0[t—yZWR r)-ote: "14 rA� ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 7 of 10 7. Signatures THE AGREEMENT WITH SCHWAB INCLUDES A PREDISPUTE ARBITRATION CLAUSE. YOU ACKNOWLEDGE RECEIPT OF THE PREDISPUTE ARBITRATION CLAUSE CONTAINED IN SECTION 6 OF THE SCHWAB PERSONAL CHOICE RETIREMENT ACCOUNTIs' PLAP APPLICATION AND AGREEMENT. Signature and Date Required X & & f Bree Bailey Trustee Signature* Print Name X Co -Trustee Signature* Print Name 3/20/2024 Date Date As an authorized signer for the Plan Sponsor, I acknowledge, with my signature below, that the responsible plan fiduciary (Plan Sponsor) has received a Fee Disclosure Report (explanation of fees and services) from Charles Schwab & Co., Inc., which contains information required by 29 C.F.R. Section 2550.408b-2(c)(1) (the ERISA Section 408(b)(2) regulation). THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING. I certify under penalties of perjury that: (1) the Taxpayer Identification Number shown on this application is correct, (2) the Plan is not subject to backup withholding due to failure to report interest and dividend income, (3) the Plan is a U.S. person, and (4) the Plan is exempt from FATCA reporting. I understand that if I have been notified by the IRS that the Plan is subject to backup withholding as a result of dividend or interest underreporting and I have not received a notice from the IRS advising me that backup withholding is terminated, I must cross out item 2 above. _ ............................_._..__._......__._....-----...... .... ._.,.... _.. __......._.. .._.......__.—_ Signature and Date Required C Plan Spon ignature V Print Name Grace Leung Title City Manager *Attach a Rule 3210/407 letter from your employer if employed by a securities firm. Date -51 M ZA— J ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 7 of 10 Exhibit A: Schwab Personal Choice Retirement Account° (PCRA) Plan Trading Menu Establishment Complete each section below to indicate the securities that the PCRA Participants have the ability to trade. These selections create the PCRA Trading Menu and apply to any PCRA associated with the Plan. The Trustee(s) and/or Plan Sponsor authorize(s) Schwab to allow any Participant who completes a Schwab PCRA Limited Power of Attorney (LPOA) for Participant form to make trades in the Participant's respective PCRA. A Participant will never be restricted from selling a position unless Schwab is instructed to restrict the sale by the Trustee(s) and/or Plan Sponsor. The Trustee(s) and/or Plan Sponsor acknowledge(s) that they are responsible for determining whether any of the investments selected below (including any employer securities) are permissible under the terms of the Plan, the Internal Revenue Code (the "Code"), or the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and that Schwab shall have no responsibility or liability with respect to such determination. Please note that, generally, 403(b) contributions can only be invested in SEC -registered fund shares. Trading restrictions: PCRAs may not Include trading on collectibles, currencies, precious metals, real estate, futures, commodities, private placements, margin accounts or short sales. If specifically allowed by Participant's retirement plan and approved by Schwab, Participant may be able to write covered calls, buy protective puts and write cash -secured equity puts. Participant must complete a Schwab Personal Choice Retirement Account (PCRA) Options Appllcatlon—Particlpant and Third Party form to be approved to trade options. At the time of conversion to the Schwab platform, securities in Participant accounts will be reviewed solely for the purpose of confirming if such securities are able to be held and traded on the Schwab broker -dealer platform. In addition, once assets have transferred, Schwab shall also review all securities solely to confirm that such securities are consistent with the authorization and direction from the Plan Sponsor via the Plan Trading Menu. Note: From time to time, securities may change characteristics, which could change the availability of the asset within your Plan. Schwab has no obligation to review or monitor securities' classifications following the initial review at conversion. Please note that only one option under each investment category may be selected. A. Taxable Mutual Funds: G. Foreign Securities:' © All 51 All ❑ Schwab Mutual Fund OneSource®/Schwab Funds' only' ❑ None ❑ None H. Leveraged/Inverse ETFsa B. Tax -Exempt Mutual Funds: ❑ All ❑ All ❑O None ❑ Schwab Mutual Fund OneSou rce/ Schwab Funds only' If you selected Closed -end mutual funds only or None under section C © None — Equities, you must select None in section H — Leveraged/Inverse ETFs C. Equities: (To include foreign securities that trade over the counter and on a foreign exchange, you must select "All" in this Section C and "All" in Section G, Foreign Securities.) © All ❑ Listed onlyz ❑ Listed and NASDAQ market securities only3 ❑ Exchange -traded funds (ETFs) only" ❑ Closed -end mutual funds only ❑ ETFs and closed -end mutual funds only ❑ None D. Publicly Traded Limited Partnerships 5 (Please read important footnote on the last page.) QJ None E. Taxable Fixed Income:' © All ❑ None ❑ Certificates of deposit (CDs) only F. Tax -Exempt Fixed Income: ❑ All ❑ None ❑ Treasuries only Is your Plan affiliated with a member firm of an exchange or FINRA, or a municipal securities broker -dealer?' ❑ Yes ❑� No Attach a Rule 3210/407 letter from a company Compliance Officer if licensed by a securities firm. I. Options: (Options trading is limited to writing covered calls, buying protective puts and writing cash -secured equity puts.) ❑ Yes. Options trading is permitted on the Plan -level account by the Plan document and on all associated PCRAs. Note: All parties with trading authority must complete a separate Schwab options application. No. Options trading is not permitted. J. Compliance Solutions/Designated Brokerage: a. Are you a current Compliance Solutions/Designated Brokerage client? ❑ Yes 0 No If yes, please list your Master Account Number: b. Schwab Trade CheckTm monitoring technology' ❑ Yes 0 No If you select Trade Check, please note that you will need to complete the PCRA Trade Check Services Agreement. Contact your Client Services representative for this agreement. You don't need to be a Compliance Solutions client to select Trade Check. K. Company Stock:10,11 ❑ Yes, allowed to trade; symbol/CUSIP number: ❑ No, restrict;* symbol/CUSIP number: © N/A *Choosing to restrict company stock does not include derivatives, unless indicated in Section L. ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 8 of 10 Exhibit A: Schwab Personal Choice Retirement Account°(PCRA) Plan Trading Menu Establishment (Continued) L. Please list all exceptions below. The exceptions listed in Section L will override the choices in the previous sections A—K. If you have more than four exceptions, please attach an additional sheet. Fund/Security Description Please check whichever applies. CUSIP Number Symbol Permitted Not Permitted ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ 'Charles Schwab & Co., Inc. (Member SIPC) receives remuneration from fund companies for recordkeeping and shareholder services and other administrative services for shares purchased through Schwab's Mutual Fund OneSource® program. Schwab also may receive remuneration from transaction fee fund companies for certain administrative services. Trades in no-load mutual funds available through OneSource (including Schwab Funds®), as well as certain other funds, are available without transac- tion fees when placed through Schwab.com or our automated phone channels. Schwab reserves the right to change the funds we make available without transaction fees and to reinstate fees on any funds. Funds are also subject to management fees and expenses. Schwab's short-term redemption fee will be charged on redemption of funds (except certain Schwab Funds) bought through Schwab's Mutual Fund OneSource program (and certain other funds) with no transaction fee and held for 90 days or less. Schwab reserves the right to exempt certain funds from this fee, including Schwab Funds, which may charge a separate redemption fee, and funds that accommodate short-term trading. 2Equity trading is limited to securities listed on the New York Stock Exchange (NYSE), NYSE Amex Equities, and other exchanges (excludes the NASDAQ Stock Market, Inc. [NASDAQ] and all foreign securities on other exchanges, including over-the-counter (OTC) securities). 3Securities that are not available to trade include pink sheets, OTC securities, and Bulletin Board stocks. "Conditions apply: Trades in ETFs are available without commissions when placed online in a Schwab account. Trade orders placed through a broker will receive the negotiated broker -assisted rate. An exchange processing fee applies to sell transactions. All ETFs are subject to manage- ment fees and expenses. Please see the Charles Schwab Pricing Guide for Retirement Plan and Health Savings Accounts (the "Pricing Guide") for additional information. 5Restricting publicly traded limited partnerships will exclude the purchase of any publicly traded limited partnership and any security that reports income via a Schedule K-1 Form and, as a result, could generate Unrelated Business Taxable Income (UBTI). 6Excludes debt securities issued by Charles Schwab & Co., Inc. and its affiliates. These securities are not allowed to be purchased in a PCRA. 7Restricting foreign securities does not include the restriction of American Depositary Receipt (ADR) securities and foreign securities traded on a domestic equity market, but does restrict the purchase of non-ADR foreign securities available on the U.S. OTC market. Some foreign securities may be subject to additional foreign tax withholding requirements, including ADRs and foreign securities traded on a domestic market. BThis restriction limits the participant's ability to purchase Leveraged/Inverse ETFs only. This restriction does not include mutual funds. 9Trade CheckTm is a product of Compliance Solutions partner Schwab Compliance Technologies, Inc. (formerly Compliancell, Inc.) ("SchwabCT"). Compliance Solutions is comprised of SchwabCT and Schwab Designated Brokerage Services (DBS), a division of Charles Schwab & Co., Inc. ("Schwab"). Compliance Solutions provides technology, compliance, and brokerage solutions for corporate clients who monitor their employees' securities activity. PCRA is a product of Schwab. SchwabCT and Schwab are separate but affiliated entities, and each is a subsidiary of The Charles Schwab Corporation. 'oSchwab cannot monitor participant trading of company stock in PCRA. The Plan Sponsor can monitor participant trading of company stock using Trade Check. "Section K applies to publicly traded securities issued by the Plan Sponsor or its affiliates and which are Qualifying Employer Securities within the meaning of Section 407(d)(5) of ERISA (collectively, "Company Stock"). Please note that if investment in a broad category of securities, such as Equities, is permitted elsewhere on this Trading Menu, and Company Stock is not restricted in Section K or Section L, then Plan participants will be able to invest in Company Stock. ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 9 of 10 Exhibit B: Options Agreement: Only complete this section if Options Trading is selected in the Plan Trading Menu (Exhibit A). In consideration of Charles Schwab & Co., Inc. accepting and carrying an options account for the Plan, I (as Trustee acting on behalf of the Plan) hereby understand and agree that in addition to the provisions of the Account Agreement, the following shall apply: Plan Sponsor Authorization I represent and confirm that the Plan Fiduciary authorizes and hereby directs Schwab to rely upon and treat any direction or instruction provided by the Recordkeeper or Trustee (together, the "Directing Party[ies]") as a direction or instruction of the Plan Fiduciary authorized to provide such direction or instruction under the terms of the Plan or under any subsequent delegations of fiduciary authority and applicable law. The Plan Fiduciary hereby represents that the Directing Parties are authorized and directed to complete any requested documentation to establish options trading in the Plan and to represent on behalf of the Plan Sponsor that they agree to the terms of the Charles Schwab & Co., Inc. Options Trading Rules contained herein. Handling of Account I understand that the PCRA ("Account") shall be handled in accordance with the rules of the Options Clearing Corporation (OCC), the applicable exchange and/or other regulatory agencies, and I understand that I will not violate these rules. Options Disclosure Documents I will not enter an order for any listed options until I have received and read the OCC disclosure document titled Characteristics and Risks of Standardized Options. Options Agreement I understand that the purchase and writing of options contracts involve inherent risks and that the Plan is financially able to bear such risks and to withstand any losses resulting from trading. Options Positions Covered I understand that a Participant may not write a call option nor buy a put option unless there is an adequate quantity of the underlying security in the account. I further understand that a Participant may not sell a cash secured equity put option without sufficient cash to be secured to cover that cash - secured put option. Exercise Limitation I understand that the various options exchanges may restrict transactions in particular options or the exercise of options contracts at their discretion from time to time. Size Limits of Options and Exercises I will not, acting alone or in concert with others, whether directly or indirectly, violate the position or exercise limitations which may be fixed from time to time by the exchange or market where such options contracts are traded. Options Commisslons understand that due to the short-term nature of options, it is likely that Participants will be trading options to a greater degree than other securities and that they will be charged a commission each time such a transaction is made. Suitability I agree to advise Schwab if there is any change in the Plan's investment objective or financial situation. Assignments I understand that exercise assignment notices for options contracts are allocated among customer short positions pursuant to a manual procedure which randomly selects from among all customer short options positions, including those contracts which are subject to exercise. All short options positions are liable for assignment at any time. A more detailed description of Schwab's random allocation procedure is available upon request. Signature and Date Required Authorized Plan Spon ature ,%PPROVED AS TO FORM: CITY ATTORNETS OFFICE Date:-3 / 2 6 /Z o-q r Aaron C. Harp, City Attorney �a� L.e�V YLJ Print Name Date �1-6*t ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. (0119-9AP3) APP12202DNV-03 (2/2020) r Page 10 of 10 Cash Features Program General Terms and Conditions Page 1 of 2 The automatic investment of your free credit balance, including the frequency and the amount of each sweep, is governed by the terms and conditions set forth in the Cash Features Disclosure Statement and in the Account Agreement applicable to your account. The material in this document is intended for informational purposes only. If there is any conflict between the descriptions in this document and the terms of the Cash Features Disclosure Statement, the Cash Features Disclosure Statement will control. How the Cash Schwab's Cash Features Program is the service (described in the Cash Features Disclosure Features Program Statement) that we provide to automatically invest, or "sweep," the free credit balance in your Works account into a liquid investment to earn interest. The program permits you to earn income while you decide how those funds should be invested longer term. Available Cash The available cash features currently consist of: Feature . The free credit balance in your eligible account (the "Schwab One® Interest feature"), on which Schwab pays interest; • Interest -bearing deposit accounts at one or more of our affiliated banks (the "Bank Sweep feature" for most accounts and the "Bank Sweep for Benefit Plans feature" for retirement plan accounts); and • For some accounts, one or more affiliated money market mutual funds (the "Money Fund Sweep feature"). Eligibility Eligibility for each cash feature is based on the registered ownership and the type of account. Not all account registrations and account types will be eligible for all cash features. Some account registrations and account types will be eligible for only one cash feature. Please see your Account Application and the Cash Features Disclosure Statement for more complete eligibility details. Duty to Monitor It is your responsibility to monitor your eligibility for the cash features and determine the best Eligibility for Cash cash feature available to you. Schwab is not responsible for contacting you if you are, or later Features become, eligible for other higher -yielding cash features. Interest Rates and The interest rates and yields for the different cash features vary over time. There is no Yields guarantee that the interest rate and yield on any particular cash feature will be or will remain higher than the interest rate and yield on any other cash features over any period. Current interest rates and yields can be obtained by contacting your independent investment advisor or your Financial Consultant, or by calling us at 1-800-435-4000. If you already have an account, you can visit our website at www.schwab.com/sweep. If your account is an Advisor Services account, please contact your advisor, visit www.schwab.com/SA_sweep, or call Schwab Alliance at 1-800-515-2157. • The interest rate on the Schwab One Interest feature is set by Schwab. We may seek to pay as low a rate as possible consistent with our views of competitive necessities. With certain exceptions, the rate will be tiered based upon the overall free credit balance within your account. • The interest rate on the Bank Sweep feature is set by our affiliated bank(s), which may seek to pay as low a rate as possible consistent with their views of competitive necessities. Retirement accounts will be paid a reasonable rate consistent with applicable legal and regulatory requirements. With certain exceptions, the rate will be tiered based upon your account type and the combined amount of your account's Bank Sweep deposits at our affiliated bank(s). Brokerage Products: Not FDIC -Insured • No Bank Guarantee • May Lose Value ©2017 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. CC1292321 (0118-7F68) REG91285-01 (07/17) Cash Features Program General Terms and Conditions I Page 2 of 2 Interest Rates and • The interest rate on the Bank Sweep for Benefit Plans feature is set by our affiliated bank(s), Yields which intend to pay interest consistent with reasonable rate provisions of applicable legal (Continued) and regulatory requirements. This may be lower than some competitors' rates. Interest rates do not vary by tiers and do not vary based on your cash balances. • Money market mutual funds offered through the Money Fund Sweep feature seek to achieve the highest yield (less fees and expenses) consistent with prudence and their investment objectives. Cash features are not intended to be long-term investments, and yields on any of our cash features may be lower than those of similar investments or deposit accounts offered outside the Cash Features Program. If you desire to maintain cash balances for other than a short-term period and/or are seeking the highest yields currently available in the market, please contact your Schwab representative or visit www.schwab.com/cash for investment options that may be available outside of the Cash Features Program to help maximize your return potential consistent with your investment objectives and risk tolerance. If your account is an Advisor Services account, please contact your advisor, visit www.schwab.com/SA_cash, or call Schwab Alliance at 1-800-515-2157. Benefits to Schwab We may charge fees and receive certain benefits under the different cash features. A portion of these fees and benefits may be shared with your investment professional. Because of these fees and benefits, we have a financial incentive to select the particular cash features included in the Cash Features Program. Differing Risks and The different cash features are subject to different risks and account protection: Account Protection . The Schwab One' Interest feature is not subject to market risk and value loss but is subject to the risk of Schwab's failure. In the unlikely event that Schwab fails, cash is eligible for SIPC coverage up to a limit of $250,000 (including principal and interest) per client in each insurable capacity (e.g., individual or joint). Free credit balances held at Schwab are not insured or guaranteed by the FDIC. • The Bank Sweep and Bank Sweep for Benefit Plans features are not subject to market risk and value loss but are subject to the risk of the failure of one or more of our affiliated banks. In the unlikely event that one or more of our affiliated banks fails, deposits at each bank are eligible for FDIC insurance protection up to a limit of $250,000 (including principal and interest) per depositor in each insurable capacity (e.g., individual, joint, and plan participant). This limit includes any other deposits you may have at that bank outside of the Bank Sweep and Bank Sweep for Benefit Plans features. You are responsible for monitoring your bank balances in the Bank Sweep and Bank Sweep for Benefit Plans features and the balances in any of your other bank accounts at each affiliated bank to determine if these, in total, exceed FDIC insurance limits. Monies held in both features are not covered by SIPC. • Money market mutual funds in the Money Fund Sweep feature invest in high -quality, short- term securities and seek to maintain a stable value, but are subject to market risks and potential value loss. They are not bank accounts and are not subject to FDIC insurance protection. They are instead covered by SIPC, which protects against the custodial risk (and not a decline in market value) when a brokerage firm fails by replacing missing securities and cash up to a limit of $500,000, of which $250,000 may be cash. Shares held through the Money Fund Sweep feature are not considered cash, but are treated as securities for SIPC coverage. Brokerage Products: Not FDIC -Insured • No Bank Guarantee • May Lose Value ©2017 Charles Schwab & Co.. Inc. All rights reserved. Member SIPC. CC1292321 (0118-7F68) REG91285-01 (07/17) IMPORTANT NOTICE: YOU MUST READ AND TAKE THE FOLLOWING ACTION PRIOR TO COMPLETING THE ATTACHED PCRA PLAN APPLICATION The Employee Retirement Income Security Act of 1974, as amended (ERISA) requires employee benefit plan fiduciaries to act solely in the interests of, and for the exclusive benefit of, plan participants and beneficiaries. As part of that obligation, plan fiduciaries should consider cost, among other things, when choosing investment options for the plan and selecting plan service providers. ERISA requires Charles Schwab & Co., Inc., as a Covered Service Provider, to provide the plan sponsor with a fee disclosure report, to satisfy the service provider fee disclosure requirements under ERISA 408(b)(2). This information should assist you as the plan fiduciary in making informed cost -benefit decisions with respect to your plan. You are required to receive this report prior to the completion of the attached application. To receive the required fee disclosure report, please send an email to perafeedisclosure@schwab.com with the following information: 1.Plan Sponsor Company/Entity Name 2.Plan Sponsor Contact Name 3.Plan Sponsor Email Address 4.Plan Sponsor Employer Tax Identification Number The required report will be emailed to you by the following business day. Upon receipt and review of the report, you can proceed with the completion of the attached application.