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C. In providing the Services, Keenan shall act exclusively in an advisory and consultative capacity. Employer shall at all times have the right to determine whether to act on or implement the information, recommendations, and suggestions provided by Keenan, and the manner by which any such action or implementation shall be undertaken. Except for Keenan's responsibilities with respect to funds obtained from or on behalf of Employer, Keenan shall not be a fiduciary of Employer. D. Keenan shall not provide any legal, tax, or accounting service, advice, or opinion, and the Services shall not be interpreted as representing any such service, advice or opinion. Employer shall consult its own attorney on all legal issues and its own tax and accounting experts on all tax, accounting, and financial matters relating to its operations, including without limitation, the establishment, implementation and operation of the APPLE Plan. E. In providing its Services, Keenan shall comply with all applicable state and federal laws and regulations, and obtain and maintain all necessary licenses, registrations, and/or permits necessary for the performance of its duties under this Agreement. F. The Services provided to Employer are non-exclusive and Keenan reserves the right to provide the same or similar services to other Employers who may be in the same industry, business, or service as Employer. G. The payment of any benefit to a participant in the APPLE Plan shall be governed by the terms of the carrier's group annuity contract and associated agreement, copies of which are attached as Exhibit D. 3. EMPLOYER'S DUTIES AND RESPONSIBILITIES A. Employer shall retain decision -making authority for its APPLE Plan, and shall manage the day-to-day activities of the APPLE Plan, except for those duties and/or functions expressly assigned to Keenan under this Agreement or to Keenan under the APPLE MidAmerica Administrative Services Agreement executed contemporaneously herewith. B. Employer shall provide Keenan with timely access to such information and individuals, including its outside advisors and consultants, as may be necessary for Keenan to perform the Services. Keenan shall not be responsible for any delay in its performance that results from the failure of Employer, or any person acting on behalf of Employer, to make available any information or individual in a timely manner. C. All information provided to Keenan, either in anticipation of or during the term of this Agreement, shall be complete and accurate, and that Keenan may rely upon such information. D. Employer shall execute the Broker of Record Designation attached hereto as Exhibit B. \\Katomasl\legal - torrance\Clients - Municipalities\Pleasanton, City of\1006018Pleasanton -Apple Services Agreement (execution).doc Confidential For Employer Use Only (Rev. 01 / 10) 4 ME_S Page 2 of 11