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4111 <br /> MAJOR ACCOUNTS AGREEMENT <br /> 2001 <br /> This Major Accounts Agreement ("Agreement")dated UST isand between0 -� <br /> �' ( � } byCA o� 5 <br /> C� <br /> tri OF RAAM10 PALOS NEACEfiwith offices at 3°,1140 1.iAmtt vizv -1 ,8 i'J PA-LDS .c ("Client")and <br /> ADP,Inc.with its principal office at One ADP Boulevard,Roseland,New Jersey 07068("ADP")for the procurement of <br /> Services(as defined in Section lA below)from ADP in accordance with this Agreement. All references herein to"Client"shall <br /> refer to Client and its affiliates that are receiving the Services and ADP Products pursuant hereto. For purposes of this <br /> Agreement"affiliate"shall mean with respect to any individual,corporation or partnership or any other entity or organization(a <br /> "person"),any person that directly or indirectly controls,is controlled by or is under common control with such person in <br /> question. For purposes of this definition,"control"as used with respect to any person,means the possession,directly or <br /> indirectly,of the power to direct or cause the direction of the management and policies of such person,whether through <br /> ownership of voting securities or by contract or otherwise. <br /> 1.GENERAL TERMS <br /> A. Services. ADP shall provide payroll,tax filing,benefits administration and other data processing services,including <br /> related web hosting services(the"Services"),equipment,computer programs,software(other than pre-packaged third-party <br /> software), and documentation ("ADP Products) all as further detailed in the description of services found at <br /> www.productdescription.inajoraccounts.adp.com. If Client is receiving any of the Services that require ADP,as part of such <br /> Services, to impound funds from Client's bank account to pay Client's third party payment obligations (e.g., Tax Filing <br /> Services, WGPS, TotalPay Card, FSDD Services and/or ADPCheck Services) ("Payment Services"), Client shall have <br /> sufficient, collected funds in Client's account within the deadline established by ADP to satisfy such third-party payment <br /> obligations in their entirety. ADP may commingle Client's impounded funds with other clients',ADP's or ADP-administered <br /> funds of a similar type.ALL AMOUNTS EARNED ON SUCH FUNDS WHILE HELD BY ADP WILL BE FOR THE SOLE <br /> ACCOUNT OF ADP. <br /> B. Accuracy of Client Information.Review of Data. All Services provided hereunder will be based upon information <br /> provided to ADP by Client(including proof of federal,state and local tax identification numbers). Upon receipt from ADP, <br /> whether electronically or otherwise,Client will promptly review all disbursement records and other reports prepared by ADP <br /> for validity and accuracy according to Client's records and Client agrees that it will promptly notify ADP of any discrepancies <br /> (but in any case before distributing any paychecks or relying on any such disbursement records or reports). To help prevent <br /> employee fraud,ADP recommends that Client have someone other than its designated payroll contact review its disbursement <br /> reports;a prompt and thorough review allows Client to spot and correct errors and inconsistencies. <br /> C. Protection of Client Files. ADP will employ commercially reasonable storage (including backup, archive and <br /> redundant data storage,on-site and off-site)and reasonable precautions to prevent the loss of or alteration to Client's data files <br /> and/or Client Content(as defined in Section 1.I.)in ADP's possession,but ADP does not undertake to guarantee against any <br /> such loss or alteration. ADP is not,and will not be,Client's official record keeper.Accordingly,Client will,to the extent it <br /> deems necessary,keep copies of all source documents of the information delivered to ADP(including maintaining printouts or <br /> electronic copies of Client Content(as defined below)input into any ADP Internet Services(as defined in Section 1.1)). <br /> D. Use of ADP Products and Services. Client shall use the ADP Products and Services only for the internal business <br /> purposes of Client.Client shall not provide,directly or indirectly,any of the ADP Products or Services or any portion thereof <br /> to any party other than the Client. Client shall not provide service bureau or other data processing services that make use of <br /> the ADP Products or Services or any part thereof without the express written consent of ADP. Client represents that it has <br /> verified the identity of each of its employees to whom it will make payments using ADP Products or Services through <br /> appropriate documentation provided by such employee(e.g.,1-9 documentation). Client shall be responsible for ensuring that <br /> its employees,plan participants and any other persons authorized by Client to access or use the Services comply with all the <br /> terms of this Agreement. <br /> E. Compliance with Laws. Client acknowledges that the ADP Products and Services are designed to assist Client in <br /> complying with applicable laws and governmental regulations,but that Client,and not ADP,shall be solely responsible for(i) <br /> compliance with all laws and governmental regulations affecting its business,and(ii)any use Client may make of the ADP <br /> Products and/or Services(including any reports and worksheets produced in connection therewith)to assist it in complying <br /> with such laws and governmental regulations Client will not rely solely on its use of the ADP Products and/or Services in <br /> complying with any laws and governmental regulations (including but not limited to any applicable OFAC screening <br /> requirement. Each party will be responsible for complying with all requirements of applicable law or regulation that(i)affect <br /> its business generally or(ii)regarding security breaches and suspected security breaches involving personal information that is <br /> stored on the computer systems of such party or its subcontractors. .Payment Services are subject to the operating rules of the <br /> National Automated Clearing House Association("NACHA"). ADP and Client each agree to comply with the NACHA rules <br /> applicable to it with respect to Payment Services. <br /> F. License Rights. The right to use the ADP Products is granted to Client for the sole purpose of utilizing the Services as <br /> provided herein Any license or right to access the ADP Products shall automatically terminate upon ADP ceasing to provide <br /> Client with related Services;provided,however,that Client shall be entitled to retain any time collection equipment that has <br /> been purchased and paid for in full by Client. <br /> G. Online Access. Certain ADP Products or Services may be accessed by Client and its authorized employees and plan <br /> participants through the Internet at a website provided by ADP or on behalf of ADP,including those hosted by ADP on behalf <br /> Slim Super Ts and Cs Version 9 <br /> Rev. 10/30/07 <br /> Page 1 of 6 <br />