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that allows for a reasonable amount of time for the Services to be performed, Unless specified
<br />in Exhibit I A, PARS shall be under no duty to question Data received from the Agency, to
<br />compute contributions made to the Plan, to determine or inquire whether contributions are
<br />adequate to meet and discharge liabilities under the Plan, or to determine or to inquire whether
<br />contributions made to the Plan are in compliance with the Plan or applicable law. In addition,
<br />PARS shall not be liable for non-performance of Services if such non-performance is caused
<br />by or results from erroneous and/or late delivery of Data from the Agency, In the event that the
<br />Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the
<br />specifications in Exhibit 1C, PARS reserves the right, notwithstanding the further provisions
<br />of this Agreement, to terminate this Agreement upon no less than ninety (90) days written
<br />notice to the Agency.
<br />6. Suspension of Contributions. hi the event contributions are suspended, either temporarily or
<br />permanently, prior to the complete discharge of PARS' obligations under this Agreement, PARS
<br />reserves the right to bill the Agency for Services under this Agreement at the rates indicated in
<br />PARS' standard fee schedule in effect at the time the services are provided, subject to the
<br />terns established in Section 3 of this Agreement. Before any Such services are performed,
<br />PARS will provide the Agency with written notice of the subject services, terms, and an estimate
<br />of the fees therefore.
<br />7, Records. During the tern of this Agreement, and for a period of five (5) years after termination
<br />of this Agreement, PARS shall provide duly authorized representatives of the Agency access
<br />to all records and material relating to calculation of PARS' fees under this Agreement. Such
<br />access shall include the right to inspect, audit and reproduce such records and material and to
<br />verify reports furnished in compliance with the provisions of this Agreement, All information
<br />so obtained shall be accorded confidential treatment as provided under applicable law.
<br />8. Confidentiality. Without the Agency's consent, PARS shalt not disclose any information
<br />relating to the Plan except to duly authorized officials of the Agency and to parties retained
<br />by PARS to perforin specific services within this Agreement. The Agency shall not disclose
<br />any information relating to the Plan to individuals not employed by the Agency without the
<br />prior written consent of PARS, except as such disclosures may be required by applicable law.
<br />9. Independent Contractor. PARS is and at all times hereunder shall be an independent
<br />contractor, As such, neither the Agency nor any of its officers, employees or agents shall have
<br />the power to control the conduct of PARS, its officers, employees or agents, except as
<br />specifically set forth and provided for herein, PARS shall pay all wages, salaries and other
<br />amounts due its employces in connection with this Agreement and shall be responsible for all
<br />reports and obligations respecting them, such as social security, income tax withholding,
<br />unemployment compensation, worker's compensation, and similar matters.
<br />l0. Indemnification. PARS and Agency hereby indemnify each other and hold the other harmless,
<br />including their respective officers, directors, employees, agents and attorneys, from any claim,
<br />toss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by
<br />the other as a consequence of PARS' or Agency's, as the case may be, acts, errors, or omissions
<br />with respect to the performance of their respective duties hereunder.
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