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INSURANCE ON FILE MdOR1C MAY PROCEED UNTIL INSURANCE EXPIRES adAN S OF COUNCIL ®- (rsar"�� DIRECT CLIENT i�a+lnl�t�r�`bk Client's Name ("Client") CONEXIS ADMINISTRATIVE SERVICES AGREEMENT N -20'h5.-005 CI hurran rexoor%x»r f Client has requested that CONEXIS, a division of WageWorks, Inc. ("CONEXIS"), its parent and affiliates shall provide administrative services as described in this Administrative Services Agreement ("Agreement") for certain employee Benefit Plans ("Benefit Plans") maintained by Client. In consideration of the mutual promises contained in this Agreement, the sufficiency of which is hereby acknowledged, Client and CONEXIS ("each, a "Party" and collectively the "Parties") agree as follows: SECTION 1. Introduction 1.1 Effective Date and Term: This Agreement is effective January 1. 2015 ("Agreement Effective Date") upon being signed ("Executed") by CONEXIS and Client and remains effective until terminated as set forth herein. 1.2 Fee Schedules and Service Appendices: Each attached Fee Schedule and accompanying Service Appendix ("Fee Schedule / Service Appendix") that is specifically incorporated into and made a part of this Agreement constitutes part of this Agreement. Each Fee Schedule / Service Appendix will have a Service Fees Guarantee Period date and each Fee Schedule / Service Appendix can be terminated independently of the other appendices and the Agreement. 1.3 Relationship of the Parties: Client and CONEXIS are independent contractors with respect to each other and nothing in this Agreement will be deemed to create an employee/employer relationship; a partnership; or joint venture between Client and CONEXIS. CONEXIS' only obligation under this Agreement is to provide the Services set forth in the applicable Service Appendix to Client and nothing in this Agreement shall be deemed to confer responsibility on CONEXIS to any person covered under the Benefit Plans, the Covered Employees ("Participants"). SECTION 2. Client Duties 2.1 Benefit Plans: Client has sole responsibility and liability for: (i) establishment and operation of the Benefit Plans, (ii) construing and interpreting the provisions of the Benefit Plans and (iii) deciding all questions of fact arising under the Benefit Plans except as otherwise specifically delegated to CONEXIS in the Fee Schedule/Service Appendix. Client shall not represent to Participants or to any third party that CONEXIS is the "Plan Administrator" or "Named Fiduciary" as defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not ERISA is applicable. It is Client's sole responsibility to ensure the Benefit Plans complies with all applicable laws and regulations, and CONEXIS' provision of services under this Agreement does not relieve Client of this obligation or resulting liability related to the Benefit Plan's non-compliance. Client has the sole responsibility to pay any fee or penalty arising from the Benefit Plans that is assessed by the Internal Revenue Service, the Department of Labor, and/or other federal, state, or local governmental agencies provided, however, that. the Client may seek indemnity from CONEXIS for such fee or penalty as set forth in Section 3.7. 2.2 Service Fees: Service Fees as set forth on the Fee Appendix attached hereto ("Service Fees") shall be assessed for each month during which services are performed and the CONEXIS Service Fee Invoice will be distributed by the 7'" business day of the following month per the Client's instructions, to the address or other entity responsible or designated for submitting payment to CONEXIS. Payment of the Service Fee Invoice is due upon receipt of the invoice and considered past due if payment is not received after 30 calendar days from date of invoice. Client retains the ultimate responsibility for.payment of fees regardless of the entity submitting payment. Any unpaid past due Service Fees not reasonably disputed are subject to interest not to exceed 1.5% per month, (18% per annum). A $35.00 fee will be charged for all payments returned Not Sufficient Funds ("NSF"). If Client reasonably and in good faith disputes any charge or amount on any invoice and such dispute cannot be resolved within" thirty (30) days ("Dispute Period") through good faith discussions between the Parties, Client shall pay the amounts due under this Agreement within five (5) business days after the end of the Dispute Period. An amount will be considered disputed in good faith if (i) Client delivers a written statement to CONEXIS on or before the past due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Client, (ii) such written statement represents that the amount in dispute has been determined after investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all undisputed amounts due from Client are paid in accordance with the terms of this Agreement. Disputed amounts shall not be considered past due during the Dispute Period and the five (5) day period following the end of the Dispute Period. If any undisputed amounts owed to CONEXIS under this Agreement become past due as set forth herein, Client acknowledges and agrees that CONEXIS may s� its performance hereunder during any portion of the term that such amounts owed by Client hereunder are f .r C . CONEXIS Initials Client Initials Direct Client Services Agreement 1 V9.0-040111