2012-09-26 CC Packet - Laserfiche WebLink

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e. Administrator will forward any notice of penalty or interest assessed against Administrator to TASC within five (5) business days of Administrator's receipt of such notice. TASC agrees to acknowledge receipt of these notices in writing within five (5) business days of receipt by TASC. TASC will not be responsible for assessments that are no longer appealable, nor will TASC be responsible for interest charges that have accrued because Administrator did not timely forward a notice to TASC. f. Administrator will arrange for valuation of non -cash fringe benefits or the tax valuation of health or life insurance benefits paid to employees, partners, or corporate officers during the course of the year ( "Benefit Valuation "). TASC is not responsible for Benefit Valuation. g. Administrator will allow TASC to collect its fees for services provided as set forth on the Plan Application or a separate statement of fees and all other amounts due TASC (including any termination or NSF fees) via ACH debit. h. Administrator will be responsible for the payment of all fees and funding costs incurred by TASC to run a payroll process in the event that TASC attempts to process a scheduled payroll and the Administrator's business account does not have sufficient funds available to be pulled to fund the payroll process. i. Administrator will keep TASC informed in writing of Administrator personnel authorized to access TASC's payroll and service systems. j. Administrator agrees to obtain, prior to an employee being covered by the PayPath Plan services, written authorization from the employee for TASC to make deposits and correcting entries /debits to the employee's bank account. In the event of an overpayment to any employee that TASC cannot recover through such a correcting entry, the amount of the overpayment will be due and owing by Administrator to TASC upon notice from TASC. 3. ADDITIONAL REMEDIES OF TASC: In addition to any to remedies TASC may have at law or under Section I of this Agreement, if Administrator fails to timely pay fees and /or other amounts due TASC under this Agreement, or if Administrator has items returned for insufficient funds, Administrator shall pay such amounts immediately upon demand by TASC, plus interest at the lesser of 18% annually or the maximum rate allowed by law, plus attorneys' fees and other costs of collecting the amounts owed as allowed by law. In addition to the forgoing, and without notice to Administrator: (i) if TASC is holding Administrator money other than for tax payments, TASC may apply it to any amount Administrator owes TASC; and /or (ii) TASC may take any steps necessary to recover tax deposits made by TASC on behalf of Administrator from any taxing agencies, including, but not limited to, instructing taxing agencies to remove such deposit from Administrator's tax account(s) and credit such deposit to TASC's own tax account(s). TASC may also make appropriate reports to credit reporting agencies, financial institutions, taxing agencies and law enforcement authorities, and cooperate with such agencies, institutions, or authorities in any resulting investigation or prosecution. SECTION III The following terms and conditions shall apply to all Plans. Execution and Delivery The Plan Application is incorporated herein by reference and may be executed and delivered (including by facsimile or Portable Document Format (PDF) transmission) in one or more counterparts, all of which will be considered one and the same agreement, and this Agreement will become effective when the Plan Application is signed by a representative of the Plan Sponsor. Any such facsimile or PDF documents and signatures shall have the same force and effect as manually- signed originals and shall be binding on the Plan Sponsor /Administrator and the Administering Agent. Governing Law This Agreement shall be construed, governed by, and enforced in accordance with the internal laws of the State of Wisconsin, without giving effect to the principles of comity or conflicts of laws thereof. Entire Agreement This Agreement represents the entire agreement of the parties and supersedes any prior written or oral agreements. This Agreement shall not be altered or amended, except by written agreement of duly authorized representatives of the Administering Agent and the Plan Sponsor. Attorneys' Fees In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the non - prevailing party in such litigation, as determined by the court in a final judgment or decree, shall pay to the prevailing party or parties all costs, expenses and reasonable attorneys' and accountants' fees incurred therein by such party or parties (including without limitation such costs, expenses and fees on any appeals), and if such prevailing party shall recover judgment in any such action or proceeding, such costs, expenses and fees shall be included as part of such judgment. Notices Any notice, demand or other communication required or permitted to be given to either party to this Agreement shall be in writing and shall be either personally delivered by hand or delivered by prepaid courier or sent by electronic means such as facsimile, telex or electronic mail. Any notice personally delivered or delivered by courier shall be deemed received upon delivery. Any notice sent by electronic means shall be deemed received upon the date the sending terminal confirms that the notice was received. The address to which communications shall be sent to the Plan Sponsor is identified in Section 1 of the Plan Application. Either party may change its address by giving written notice to the other party as provided in this subsection. Assignment Neither this Agreement nor the Plan Sponsor's rights or obligations may be assigned, delegated or transferred without the prior written consent of the Administering Agent. The Administering Agent may assign this Agreement without limitation. Waiver The failure of either party at any time to require performance or observance by the other party of any term or condition of this Agreement shall not affect the full right to require such performance or observance at any subsequent time. Further, no single or partial waiver of any right, power or privilege will preclude any other or further exercise of any other right, power or privilege. Severability If any term or condition of this Agreement is held to be invalid or unenforceable by reason of any statute, rule of law or public policy, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated. I TC- 3923 - 080111 Employer Initial f SA 26