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HMA TPA Agreement Page 2 4/22 <br />a Plan Administrator is not appointed in the Plan Document, then the Plan <br />Administrator is the Plan Sponsor. <br />2.Relationship of Parties. <br />(a)HMA Acting In Ministerial Capacity. The parties acknowledge and agree that <br />HMA is acting solely in a ministerial capacity in performing its duties and obligations <br />under this Agreement and shall have no discretionary authority or responsibility <br />with respect to the administration of the Plan. HMA shall have no power to <br />interpret ambiguities or conflicts that may exist in any provision of the Plan, but <br />shall abide by the decisions of the Plan Administrator on all questions of substance <br />and procedure respecting the Plan. HMA does not insure nor underwrite the <br />liability of the Plan Sponsor under the Plan and shall have no financial risk or <br />liability with respect to the provision of benefits under the Plan. As such, HMA shall <br />not be deemed a “fiduciary” of the Plan within the meaning of ERISA. <br />(b)Plan Administrator and Named Fiduciary. The parties agree that Plan <br />Sponsor is, and shall at all times remain, the Plan Administrator and the Named <br />Fiduciary (as defined in ERISA) for purposes of ERISA. The Plan Administrator <br />shall oversee the administration of the Plan and be responsible for complying with <br />all reporting and disclosure requirements of ERISA; shall have the exclusive right <br />to interpret the terms of the Plan and to determine eligibility for coverage and <br />benefits, which determination shall be conclusive and binding on all persons; and <br />shall have final authority with respect to approval or disapproval of any disputed <br />or doubtful claim. <br />HMA is not a fiduciary with respect to this engagement and shall not exercise any <br />discretionary authority or control over the management or administration of the <br />Plan, or the management or disposition of the Plan's assets. HMA shall limit its <br />activities to carrying out ministerial acts of notifying Plan Participants and making <br />benefit payments as required by the Plan. Any matters for which discretion is <br />required, including, but not limited to, decisions on claims and appeals of denied <br />claims, shall be referred by HMA to the Plan Administrator, and HMA shall take <br />direction from the Plan Administrator in all such matters. HMA shall not be <br />responsible for advising the Plan Administrator with respect to its fiduciary <br />responsibilities under the Plan nor for making any recommendations with respect <br />to the investment of Plan assets. HMA may rely on all information provided to it <br />by the Plan Sponsor, as well as the Plan's other vendors. HMA shall not be <br />responsible for determining the existence of Plan assets. <br />(c)Independent Contractor Relationship. Notwithstanding anything express or <br />implied in this Agreement to the contrary, the parties acknowledge and agree that <br />HMA is acting as an independent contractor, and for all purposes shall be deemed <br />to be an independent contractor in performing its duties, and fulfilling its <br />obligations, under this Agreement. Neither HMA, nor any individual performing <br />services on its behalf, shall be considered or construed to have created an <br />employee/employer relationship with Plan Sponsor for any purpose whatsoever. <br />3.Services to be Provided by HMA. <br />(a)Summary Plan Description Services. Upon request, HMA shall prepare a <br />Summary Plan Description (SPD) setting forth the benefits and rights of the Plan <br />Participants under the Plan Sponsor’s plan. Final review and approval of the