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Investmart of Silicon ValleyAGREEMENT FOR SERVICES This AGREEMENT made July 1, 2001 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Invesmart of Silicon Valley, Inc., having a principal place of business at 240 E. Hacienda Avenue, Campbell, California ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective immediately and will continue in effect through December 31, 2001, with renewal every December 31 thereafter, unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT Specific Services CONSULTANT agrees to perform the services to employees of the City who choose to receive such services ( "Deferred Compensation Participant ") and enter into an agreement with CONSULTANT as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit `B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Payment Schedule "). Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. \LAC\3322432.04 -1 85- 072904706002 Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONSULTANT, the Deferred Compensation Participant agrees to pay CONSULTANT: [as provided for in Exhibit "C ", "Payment Schedule "]. Fees CONSULTANT shall charge Deferred Compensation Participant an administrative and asset -based fee as provided for in Exhibit "C ". The administrative fee shall include a one -time account administrative fee of $1000 to be equally divided to all of the Deferred Compensation Plan Participants on September 30, 2001. In addition, there will be a $32 per active participant fee which shall be charged annually effective July 1, 2001. Additionally, there will be an asset - based management fee based on a quarterly rate of 0.00125% and is applied to the closing balance at the end of each quarter. The investment management fee is automatically deducted at the end of the quarter and for the purposes of the Article, the end of the quarter shall mean the last day of September, December, March, and June. As per Exhibit "C ", the fee schedule is structured so that the fees per Deferred Compensation Participant will decrease as the City grows and plan assets grow. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for Deferred Compensation Participant, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY and Deferred Compensation Participant shall not be responsible for any 1LAC1322432.04 -2 85- 072904706002 expenses incurred by CONSULTANT in performing services for CITY and Deferred Compensation Participant, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. Indemnification of Liability, Duty to Defend A. As Respects Professional Liability: To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. B. As Respects Other Liability: To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 1LAC1322432.04 _3 85 -072904706002 Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Comprehensive Liability Insurance, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: *CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; *CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, *CITY will not withhold state or federal income tax from payment to CONSULTANT; *CITY will not make disability insurance contributions on behalf of CONSULTANT; *CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. 1LAC1322432.04 -4 85- 072904706002 Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. events: ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following 1. Bankruptcy or insolvency of either party; 2. Sale of the business of either party; 3. Death of either party. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated b t�greement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. 1LAC1322432.04 _5 85- 072904706002 Termination for Failure to Make Agreed -Upon Payments Should Deferred Compensation Participant fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by the Deferred Compensation Participant within thirty (30) days after demand for such payment is given by CONSULTANT to the Deferred Compensation Participant. Transition After Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of its services, and shall act in such a manner as to facilitate any new CONSULTANT'S assumption of duties. ARTICLE 8. GENERAL PROVISIONS Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. Americans With Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans With Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. 1LAC1322432.04 -6 85 -072904706002 Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. Compliance With Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin or ancestry of any employee, applicant for employment, or any potential subcontractor. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 1LAC1322432.04 -� 85 -072904706002 Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.I. Notices, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Time of the Essence All dates and times referred to in this Agreement are of the essence. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: INVESMART OF IC N VALLEY, INC. CITY OF GILROY l By: By: 0- --�-•- Mich I L, Rdjeys, CPC, QPA, Director Invesmart of Silicon Valley, Inc. EIN 94- 6280756 Invesmart Advisors of Silicon Valley EIN 77- 0239207 1LAC1322432.04 -g 85 -072904706002 Approved as to Form City Attorney ILAC1322432.04 _9 85 -072904706002 ATTEST: r City Clerk EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit `B" - Scope of Services. (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Michael L. Rogers, who will act in the capacity of Project Manager, and who will personally direct such services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the services required herein. II. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 "Payment" and based on Exhibit C, "Payment Schedule." Direct expenses are charges and fees not included in Exhibit B, "Scope of Services." Deferred Compensation Participant shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. III. OTHER PROVISIONS A. STANDARD OF PERFORMANCE CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. The plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and \LAC\322432.04 -1 85 -072904706002 grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the services furnished by it under this Agreement. The review, acceptance or payment by the CITY or Deferred Compensation Participant as applicable for any of the services required under this Agreement shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to Deferred Compensation Participant in accordance with applicable law for all damages to the Deferred Compensation Participant caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the PROJECT services, nor be disclosed to an entity not connected with the performance of the PROJECT services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. 1LAC1322432.04 -2 85- 072904706002 Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of Deferred Compensation Participant, but CONSULTANT may retain and use copies thereof subject to Paragraph D above. Deferred Compensation Participant shall not be limited in any way in its use of said material at any time for any work, whether or not associated with PROJECT. However, CONSULTANT shall not be responsible for damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. H. NOTICES. Notices are to be sent as follows: CITY: LeeAnn McPhillips, Human Resources Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Michael L. Rogers, Director Invesmart of Silicon Valley, Inc. 240 E. Hacienda Avenue Campbell, CA 95008 -0296 1LAC1322432.04 -3 85 -072904706002 EXHIBIT "B" SCOPE OF SERVICES The following identifies the standard services being offered by Invesmart to defined contribution plans. These services are covered under the annual recordkeeping and initial installation fees for the plan as identified in Schedule C of this agreement. While Invesmart reserves the right to decline any plan based on servicing issues, plans accepted by Invesmart will not be charged any additional fees for the following services: Recordkeeping Services • Daily account balance updates and participant transaction capability • Voice response and Internet access to account information and daily transactions • Up to 15 funds in the plan • Quarterly participant statements issued within 15 business days following the end of the quarter and management reports for plans qualified under Internal Revenue Code Section 401(a) — SEP and SIMPLE IRA plans do not receive quarterly management reports • Up to 2 concurrent outstanding loans per participant for new plans. Invesmart may from time to time establish and provide to Employer practices and procedures for the transfer of loan balance and other information from a prior recordkeeper or otherwise for the administration of loans. • Maintenance of Invesmart plan prototype document that includes amendments but not required document restatements • Monitoring participant eligibility and vesting • Confirmation of participant requested transfers and investment election changes • Annual contributions only to SEP, money purchase, profit sharing plans, and 401(k) discretionary match calculations and allocations • Processing up to 26 payroll files each year Installation Services • Provision of all installation materials and procedures • Account set -up on recordkeeping system • Loan set -up on recordkeeping system • Activation of accounts for voice response and Internet access • Prototype /volume submitter plan document installation including preparation of exhibits and forms necessary to file for a determination letter with the Internal Revenue Service and preparation of the Summary Plan Description or other similar required documentation (i.e., initial annual notice for Safe - Harbor and SIMPLE IRA plans), excluding the IRS user fee • Provision of enrollment booklets that include participant education material -1- Compliance Services • Annual Form 5500 Series Completion (excluding any auditing fees) for Employer's signature • Distribution reporting for all plans and any required contribution reporting for Individual Retirement Account funded plans • As applicable to the plan type, Invesmart performs the following annual compliance tests: • Maximum deduction - IRC 404 (upon request of Plan Sponsor) • Maximum participant allocation - IRC 415 • Maximum deferral limit annual testing - IRC 402(g) • Top -Heavy test — IRC 416 • Plan coverage test — IRC 410(b) • ADP /ACP test — IRC 401(k) /401(m) • Annual Notice for Safe Harbor 401(k) Plans, if required Schedule of Nonstandard Services The following identifies the non - standard services being offered by Invesmart to defined contribution plans. Invesmart reserves the right to charge additional fees beyond those covered under the annual recordkeeping and initial installation fees for the plan. While Invesmart reserves the right to decline any plan based on servicing issues, plans accepted with these non- standard fees will be charged additional fees for these services in accordance with Schedule C of this agreement: Recordkeeping Services • Custom plan document administration • Company Stock Administration in match only • Administration of Frozen Guaranteed Investment Contracts • Quarterly payment of plan life insurance premiums • Qualified Domestic Relations Order (QDRO) alternative payee account set -up • Consulting on QDRO issues • Plan mergers • Reprocessing of data received from the client or the client's agent that was inaccurate or incomplete or based on a request from the client • Loan establishment and check issuance • Processing of separate payroll files in excess of 26 per year • Hardship /in- service withdrawal processing and check issuance • Termination distribution and check issuance • Annuity processing • Installment payment processing and check issuance • Self- directed brokerage account processing • Directed - trustee services • Allocation of points -based profit sharing or money purchase contributions • Customized statements • IRS and/or DOL Audit Support -2- • Allocation of employer contributions using cross - testing, age- weighted or target benefit formulas Installation Services • Completing valuation provided from previous recordkeeper • Processing of transactions during the plan `blackout' period as agreed between the plan sponsor and Invesmart Compliance Tests • Additional standard test performed — not including retesting after correcting original test failures • 401(a)(4) testing • Providing information to a third -party completing a Form 5500 Series Report • Calculation of 70 1/2 distributions • Individual 415 testing between plans when Invesmart is not the recordkeeper for all plans • Service to external plan auditors exceeding two hours • Preparation of material necessary to receive a determination letter for plan documents not produced by Invesmart • Volume submitter document restatement and amendment services • Customized document drafting, restatement and amendment services • Prototype document restatement and amendment services • Plan termination services Registered Investment Advisor • See Investment Advisor Agreement, if applicable 1. Other Services • Any other service not specifically covered under Schedule A 51 EXHIBIT "C" PAYMENT SCHEDULE The fee schedule is structured so that your fees per employee and your asset -based fee rate will decrease as your organization grows and the plan assets grow. The administrative and asset - based fee schedules are exhibited below: Asset -Based Fees $1,000 base + $32 per active participant 0410 million 0.50% Assets over $10 million Negotiated The following table outlines the fee schedule of miscellaneous fees that may apply in the operation of your Plan: Miscellaneous Fees Fee Conversion & Takeover Fee Hourly Document Preparation & Consulting Quoted Document Amendment Quoted Participant Distributions: $100 • Federal Deposit $35 • DE -6 Quarterly State Return $50 • DE -7 Annual Reconciliation Return $25 • Form 945 Annual Return of Federal Income Tax Withholdings $100 Self Directed Brokerage Account (SDBA) $50 Annual Trust Acct. +'/2 of the Plan's regular asset fee More than 15 investment options Quoted Annual Match Calculation/Employee: $0 QNEC /QMAC Calculation/Employee: $0 Hourly consulting rate for additional services: Quoted Enrollment meeting support Quoted for meetings "away"* Enrollment Materials Quoted Custom Document IRS Submission Preparation Quoted Data Transmission Due to Termination by Client $500 For meetings that require air travel or extended drive times. Typical cost to client is on a cost recovery basis (i.e., airfare, hotel, car rental...). Note: Directed- Trustee Services may be selected by notifying your Invesmart Installation Specialist of your desire to choose such a service. The service is offered by a trust company, which is not owned nor operated by Invesmart. Fees may be subject to annual cost -of- living adjustments provided there is a 30 -day prior written notice. -1-