2012-09-26 CC Packet - Laserfiche WebLink

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Service Level Agreement SECTION I THIS SERVICE LEVEL AGREEMENT ( "Agreement "), entered into by and between Total Administrative Services Corporation (hereinafter referred to as the "Administering Agent" or "TASC ") and the employer identified on the Group Services Plan Application attached hereto ( "Plan Application," with the employer identified therein hereinafter referred to as "Administrator" or the "Plan Sponsor "). This Agreement shall be effective on the date of the Plan Sponsor's signature on the Plan Application. The terms of this Agreement apply to the plan or plans identified on the Plan Application (the "Plan," whether one or more). Except as otherwise provided in this Agreement, the terms of this Agreement shall be in effect indefinitely and will renew automatically. Services to be Provided by the Administering Agent Under this Agreement, the Administering Agent will provide timely administration and management of the Plan identified in the Plan Application substantially as outlined in the applicable product administration manual and /or materials. Services provided by the Administering Agent are subject to change upon written notice to the Plan Sponsor. In the case of FlexSystem, DirectPay and FMLAMAtters Plans, Agent will also provide support audit assistance under the terms of the applicable Audit Guarantee. Responsibility as the Plan Sponsor /Administrator Pursuant to this Agreement, the Plan Sponsor must present to the Administering Agent, in an accurate, complete and timely manner, all relevant and requested information necessary or desired for administrative functions to be performed by the Administering Agent. This may include, but shall not be limited to enrollment and re- enrollment information, notification of employee and employer changes, payments relative to fees or funding of the Plan and its features and processes as well as information and data necessary for completing testing, reporting and filing requirements applicable to the Plan. The Administering Agent shall rely on the accuracy and timeliness of information provided to it by the Plan Sponsor. The Administering Agent has no responsibility to review or verify data provided by the Plan Sponsor; the Administering Agent is not responsible for detecting illegal acts by, and /or misrepresentations of, the Plan Sponsor's employees or representatives. Failure to meet deliverable expectations, including but not limited to those noted above and elsewhere in this agreement, in an accurate, complete and timely manner will result in a status of delinquency. Delinquency status will result in service interruptions and /or delays including, but not limited to claim processing reporting and filing which will be the liability of the Plan Sponsor. It is the Plan Sponsor's responsibility to educate and inform Plan participants on the services being provided, including the delivery of administration materials (where needed) as well as compliance documents (e.g., Summary Plan Description). The Plan Sponsor is responsible for executing and retaining the Business Associate Agreement (where applicable) provided in the administration materials. The Plan Sponsor shall have the sole and final discretionary authority in respect to all legal and administrative functions of the Plan. Financial Responsibility of the Plan Sponsor /Administrator Responsibility for payment of Plan benefits lies with the Plan Sponsor. Where applicable to the Plan, Plan funding will be processed via ACH transaction and the Plan Sponsor hereby authorizes the Administering Agent to initiate credit /debit entries to the bank account indicated in the Plan Application and further authorizes the Plan Sponsor's bank to debit the same to such account. If the Administering Agent does not receive payment for such invoices within ten (10) business days, the Plan Sponsor hereby authorizes the Administering Agent to initiate a debit entry to the bank account indicated in the Plan Application for the invoice amount. A fee will be charged for all debit entries that reject for insufficient funds or closed account. This authority is to remain in full force and effect until the Administering Agent has received written notification from the Plan Sponsor of its termination in such time and in such mariner as to afford the Administering Agent and the Plan Sponsor's bank a reasonable opportunity to act on it. It is understood that the purpose of this authorization is to provide a means of payment for the administrative services provided to the Plan Sponsor by the Administering Agent and the funding of the Plan sponsored by the Plan Sponsor. Although the Administering Agent may fund or make payment on behalf of the Plan Sponsor, ultimately all Plan contributions and liabilities are the responsibility of the Plan Sponsor, including under any circumstances where the Plan Sponsor uses a third party to make payment for Plan benefits. The Administering Agent reserves the right to correct any processing errors, making a reasonable effort to recover any payment made in error for any reason and the Plan Sponsor authorizes the Administering Agent to debit or credit the Plan Sponsor's account as necessary to correct such errors. The Administering Agent will not be liable for any payments made in error. The Administering Agent will invoice or make adjustments to the Plan or the Plan Sponsor as deemed necessary. The Plan Sponsor understands and agrees Plan Sponsor shall be liable for and hold the Administering Agent harmless from any and all fees or penalties assessed by the Internal Revenue Service, the Department of Labor or any other federal, state and /or local government agency arising from the Plan; except in the case of of FlexSystem, DirectPay and FMLAMAtters Plans, as otherwise outlined in the Audit Guarantee, or in the case of a PayPath Plan, as otherwise set forth in Section II of this Agreement. Any request for refunds or adjustments by Plan Sponsor will be processed only after verification is made that sufficient funds were received by Administering Agent from the Plan Sponsor's bank account to cover all payments made by, and fees and other amounts due to, the Administering Agent. No refunds or adjustments will be made while the Plan Sponsor is in default under this Agreement. Representations and Warranties of Plan Sponsor /Administrator The Plan Sponsor represents and warrants that: a. All information about the Plan Sponsor provided by the Plan Sponsor to the Administering Agent is and will be correct, including, as applicable, the Plan Sponsor's correct legal name, tax identification numbers, filing frequency requirements, and tax rates. TASC shall have no responsibility for errors or omissions related to erroneous information from the Plan Sponsor of the Plan Sponsor's failure to provide information; and b. The Plan Sponsor is duly organized, validly existing, and fully authorized to enter into this Agreement. The individual executing the Plan Application on behalf of the Plan Sponsor is fully authorized to do so. Terms of Payment The Plan Sponsor agrees to pay the Administering Agent for services provided under this Agreement in accordance with the fees determined on the Plan Application. Payment for services will occur via E -pay or invoices will generate prior to the applicable service period and are due according to the terms on the invoice. In addition to the fees determined on the Plan Application, all interest on Plan funds shall be retained by TASC as a supplemental fee and such fees shall be considered earned at such time as any interest accrues on the Plan funds. Where applicable, funds attributed to Plan participant reimbursement checks not presented for payment within ninety (90) days of the end of the Plan year shall be retained by the Administering Agent as a supplemental fee used to defray administrative costs, The Administering Agent will adjust administrative fees on an annual basis. The adjustment will equal the average change in the consumer price index (according to the Bureau of Labor Statistics) over the prior three (3) year period. The Administering Agent may further adjust on a triennial basis (once every 3 years) by an amount relative to the current prevailing market rate for the same or similar services. The forgoing notwithstanding, the Administering Agent may adjust fees at its discretion at anytime, by any amount and for any reason. Any Plan funding ACH debits that are rejected or which, for any reason, are not processed through the Plan Sponsor's bank will result in the Plan being placed in delinquency status until such ACH debit is properly processed or otherwise resolved. Default The Administering Agent's obligations are subject to the Plan Sponsor's timely performance of its obligations and responsibilities. The Administering Agent will not be responsible for damages due to any events of default by the Plan Sponsor. In the event of a default by the Plan Sponsor in the payment of fees or Plan benefits, or any other term, covenant or condition of this Agreement, the Plan Sponsor may be assessed additional fees or this Agreement may be terminated and all amounts due and to become due to the Administering Agent shall become immediately due and payable, at the Administering Agent's sole option. In the event of a default by the Plan Sponsor, the Administering Agent reserves the right to suspend all or any services to the Plan Sponsor and the Plan, including the reporting or processing of Plan data and payments, and the Administering Agent will not be responsible for the timeliness or accuracy of any reporting, participant payments, tax deposits or payroll payments until the default(s) has been cured and all outstanding obligations the Plan Sponsor have been paid to the Administering Agent. The Plan Sponsor agrees to defend, indemnify and hold the Administering TC- 3923 - 080111 Employer Initial , I ` TASC 23