Professional Services Agreement - Infinisource - City's Flexible Spending Account

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Infinisource Service Agreement Section 3: General Terms and Conditions Infinisource Inc., ("Infinisource') owns and operates a service corporation designed to assist employers with various administrative services related to certain benefit plans ("Benefit Plan(s)") sponsored and maintained by Employer (as Identified in Section 3) for the benefit of eligible employees and their eligible dependents covered under the Plan ("Covered Individuals"). Infinisource will only provide the services specifically set forth in this Agreement and chosen by Employer in the Fees and Consideration Appendix (Section 1) attached to and incorporated €n this Agreement. In consideration of the mutual promises set forth herein, it is agreed by and between Infinisource and Employer (the "parties") as follows: A. Commencement of Agreement and Duration This Agreement shall commence on the service effective date (the "Effective Date") assigned by Infinisource, and it shall continue until terminated in accordance with this Agreement. The Appendices incorporated into and made a part of this Agreement may have a later effective date. B. Scope of Agreement; Relationship of Parties This Agreement sets forth certain rights and obligations of Employer and Infinisource, and the terms of this Agreement shall apply to any assignee or successor of Employer and/or Infinisource. The parties intend that this Agreement will establish an independent contractor relationship. Infinisource is not an agent or employee of Employer (for purposes of establishing Principal -Agent relationships), and the employees of Employer are not entitled to any of the benefits of employment granted by Inflnisource to its own employees. Infinisource is not the Plan Administrator or a Plan Fiduciary of the Benefit Plans, as those terms are defined in ERISA. It is understood that Infinisource is free to perform similar services for other employers while this Agreement is effective. Employer is solely responsible for establishment and operation of the Benefit Plans far which Infinisource provides related services in accordance with this Agreement. Employer has sole discretionary authority and responsibility for construing and interpreting the provisions of the Benefit Plans and deciding all questions of fact arising under the Plans. It is Employer's sole responsibility and duty to ensure compliance with all applicable laws and regulations, and Inflnisource's provision of services under this Agreement does not relieve Employer of this obligation. Infinisource is responsible for providing services that comply with applicable law and regulations that assists Employer with its obligations under such Benefit Plans to the extent set forth herein. Subject to Infinisource's responsibilities under subsection O, Employer understands that it is Employer's responsibility to pay any fee or penalty assessed by the Internal Revenue Service, the Department of Labor or other state or federal regulatory agency. Employer acknowledges that Infinisource is not an accounting or law firm and no services provided by Infinisource in accordance with this Agreement will be construed by Employer as tax or legal advice as a result of providing such services. All duties performed by Infinisource will be nondiscretionary in nature and will be performed in accordance with the terms of the Benefit Plans established by Employer and Infinisource's standard operating procedures. Infinisource has no discretionary authority with respect to interpreting the terms of the Benefit Plans. C. Fees In consideration of the provision of services by Inflnisource hereunder, Employer agrees to make payments in the amounts specified in the Fees section herein. Failure to pay fees by the due date (including any grace period) may result in the imposition of interest and penalties and/or termination of the Agreement. Infinisource may change the fees for any reason at the beginning of each 12-month period beginning with the Effective Date provided that notice of such changes is provided to Employer at least 30 days before the beginning of such 12-month period. In addition, Inflnisource may revise the fees during any 12-month period if changes to the Benefit Plans or applicable law are made (regardless of the reason) that materially revise the nature or scope of the services contemplated by this Agreement. Such changes will be effective no earlier than 30 days after Infinisource provides written notice to Employer. D. Authorization Employer hereby authorizes Infinisource to perform any and all acts and deeds necessary to perform the duties as set forth in this Agreement, including but not limited to, enlisting the services of a third party to assist Infinisource with its duties hereunder. Such third parties have agreed to confidentiality requirements consistent with Infinisource's responsibilities under this Agreement. Infinisource will indemnify and hold Employer harmless for all direct monetary damages of a compensatory nature arising from the intentional and grossly negligent acts of the third party related to services provided by the third party in accordance with this subsection D. If Employer requests Infinisource to act in a manner that is inconsistent with the terms of this Agreement and/or applicable law, Infinisource reserves the right to refuse such a request and will comply with such request only to the extent Employer makes such request in writing. E. Information from Employer Infinisource will establish various methods for transferring information to and from Infinisource. Employer must use one of the methods established by Infinisource. Employer will furnish the information determined by Infinisource to be necessary to satisfy its responsibilities under this Agreement. Such information will be provided to Infinisource in the time and in the manner agreed to by Employer and Infinisource. Employer understands that Infinisource cannot accurately perform its duties under this Agreement without accurate and timely information and that Infinisource shall have no liability to Employer or any Covered Individual as a consequence of inaccurate and/or untimely information provided to Infinisource by Employer, its designee, or another existing or former service provider. Inflnisource will have no obligation to credit Employer for any claims expenses or administrative fees incurred or paid to Infinisource as a consequence of Infinisource receiving Inaccurate or untimely information. Employer agrees to pay Infinisource its standard hourly rate set forth In the Fees and Consideration Appendix, if any, for any corrections that must be made as a result of such inaccurate or untimely information. Inflnisource will assume that all such information provided to Infinisource by Employer, its designee or another existing or former service provider is complete and accurate and is under no duty to question the completeness or accuracy of such information. Employer will review any information and/or reports provided by Inflnisource in accordance with this Agreement as soon as possible after Employer has received such information and Employer will notify Infinisource of any errors in such information and/or reports as soon as possible after its review. F. Confidentiality and Disclosure All information, whether printed, written or oral, In answer to an inquiry or voluntarily furnished by Employer or its agents or employees to Infinisource shall be held in confidence by Infinisource and used and disclosed solely for the purposes of fulfillment of the terms of this Agreement. Employer and Infinisource each acknowledge that as a result of entering into this Agreement, each party has, and will continue to reveal and disclose to the other, information that is proprietary and/or confidential to such party. Employer and Infinisource agree that each party will (a) keep such proprietary and/or confidential information of the other party in strict confidence; (b) not disclose confidential information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) will not use confidential information of the other party for any purpose not sr ,r �t. � 3!.': �� _f �[.-t �i !�;�i)I, '. ,al1,y� �i�;,]' ,i 1,1,.-. `.)[)-. ,.4.. _I .�� r ...,. ,!a: