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<br />2.10 Employer unconditionally guarantees that it is responsible for reimbursements made by ProcessWorks to its employees
<br />under the terms this Agreement
<br />2.11 In the event a claim for reimbursement is denied or pending, the Employer understands that the ultimate authority is with
<br />the Employer and any complaints shall be directed or filed with the Employer.
<br />2.12 If the Employer had the Plan in place prior to PWI being contracted as Plan Service Provider, PWI carmot be held
<br />responsible for any prior plan year requirements including, but not limited to: Plan Document, Adoption Resolution,
<br />Summary Plan Description, Form 5500 preparation, nondiscrimination testing, employee communication, and Plan
<br />administration,
<br />2.13 Employer designee must audit check register for accuracy. If any discrepancies occur, Employer designee must notify
<br />PWI within one (1) business day.
<br />2.14 In order to ensure proper communication between Employer's employees and PWI, Employer is responsible for
<br />periodically downloading reports from Process Works , web site and administering self-audits comparing PWI data to
<br />actual payroll and human resources data.
<br />2.15 Employer agrees to notify PWI of changes in fax numbers or e-mail addresses used in the delivery of check registers. If
<br />the check register serves a critical purpose in Employer's accounting and funding purposes, Employer agrees to notify
<br />PWI if check register is not received by 4:00 p.m. CST on the specified check register delivery day.
<br />2.16 Employer agrees to notify PWI of any employee new hires, terminations, or other changes via the paper Flex Benefit Plan
<br />Enrollment/Change Form or electronically through PWI's corporate website. PWI will process these changes within a
<br />reasonable time. If another method will be used, please state and initial the method:
<br />
<br />SECTION 3 - FEES AND PAYMENT TERMS
<br />3.1 The Employer agrees to pay to PWI the fees for all contracted services as detailed in the Fee Schedule hereto attached.
<br />3.2 The fees will be payable by Employer to PWI net upon receipt of invoice or through a convenient pay plan whereby a
<br />direct deduction is made from the Employer's bank account. Should Employer dispute any portion of the invoice,
<br />Employer must inform PWI in writing of the circumstances of the dispute and pay the undisputed portion within the time-
<br />required perid' yer agrees to adhere to these payment policies ani' 0' peas<!>>>i.ble collection>i.jj.fJ attorney fees
<br />in the event of K
<br />3.3 Notwithstandi n ~\ 0 t t ,I ch
<br />time to time a he initi ter f a ~
<br />change will be vided n, les 3~r ~ 1'r Iii,
<br />3.4 The Employe sponst1Jf~'fo ell of fe nH pifrticip ts, p i ble. "F
<br />3.5 IfPWI was contracted to prepare the Plan's legal documents, the Employer agrees to pay an armual fee as stated in the Fee
<br />l,S. c..Il;,~,dNe.::~'![~!e,,~IJ~. ~...h.".ep+ijL\~L, t.81 tP.,e.,_,s., t'\"f~~.e,.~.c~ ,12. l>;n.:! t.,,~,""Jnet upon receipt) to have PWI update the legal documents
<br />"~l1pirtq1i!!r.,,grgo~~\lta,I r~,g'l.I~tlonfctte9~~~f I i lJiLii :V
<br />3.6 The Employer agrees to pay bank service fees, tnlvel expehses (where applicable) and production and printing costs if
<br />customized materials are requested.
<br />3.7 The fees and other amounts payable from Employer to PWI under this Agreement do not include any expenses of the Plan
<br />that may be assessed or imposed by any governmental agency as a result of a Plan audit in which PWI is required to
<br />participate. Employer shall directly pay any such expenses assessed against it regardless if the audit is performed on or
<br />offsite and Employer shall promptly reimburse PWI for any and all expenses as a result of such audit.
<br />3.8 In addition to the fees set forth in the attached Fee Schedule, The Employer agrees that should PWI be required or
<br />requested to provide any services or supplies which are (I) not specified in this Agreement; (2) not known or should not
<br />have reasonably been known by PWI when the fees were established; or (3) due to the Employer's negligence or untimely
<br />discharge of obligations under this Agreement, PWI will be due fees in regard to providing such extra services and
<br />supplies.
<br />3.9 Any overpayments made to employees as a result of the Employer's failure, neglect, or delay of responsibility in
<br />aforementioned 2.16 will be the liability of the Employer. Any subsequent bank charges as a result of the aforementioned
<br />will be the liability ofthe Employer.
<br />3.10 The Employer maintains responsibility to pay an administrative fee for all terminated employees who have participated
<br />for the remainder of the Plan year in which the employee terminated employment for continued tracking and servicing as
<br />required by governmental regulations.
<br />
<br />
<br />SECTION 4 - DURATION OF AGREEMENT
<br />4.1 There will be no additional charge for services performed for the administration of claims processed (incurred by plan
<br />year-end but not submitted) during the run-out period as defmed in the Plan Document unless Employer terminates
<br />services provided by PWI (See Section 7.6 for jUrther clarifIcation).
<br />4.2 This Agreement shall remain in effect for a period offorty-one (41) months [August I, 2007 through December 3 1,2010]
<br />from the start of the initial plan year, after which it shall be renewed automatically on the plan year armiversary date for
<br />successive twelve (12) month periods ("Renewal Terms"), unless one party notifies the other in writing at least sixty (60)
<br />days prior to the renewal date that it does not intend to renew.
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