Benefit Plans Administrative Services 12/26/2018

CITY BPik.S 820 Lessner Suite 1250 I Houston,TX 77024 0 713-460-1000 0 bpas.com Administrative Service Agreement Agreement This Administrative Services Agreement (this "Agreement") is entered into by and between the parties identified on the execution page, and Benefit Plans Administrative Services, LLC("BPAS") and Hand Benefits&Trust (HB&T). Section I—Purpose Section 1.01 The Plan Sponsor adopted or will adopt a health reimbursement arrangement (the "Plan") as described in Revenue Notice 2002-45 and subsequent pronouncements by the Internal Revenue Service ("IRS"). The Plan Sponsor also intends to establish a VEBA trust pursuant to Section 501(c)(9) of the Internal Revenue Code (the "Trust")for the purpose of funding benefits under the HRA. Section 1.02 The Plan Sponsor and Plan Administrator retain BPAS to provide third party administrative services to the Plan and Trust, including without limitation,to effect transactions, on behalf of the Trust, in certain mutual funds (collectively, the "Funds" and individually, a "Fund") for the benefit of the employees and former employees who are participating in the Plan (collectively, the "Participants" and individually, a "Participant"). Such transactions shall be directed by each Participant with respect to his or her Plan account limited to the Funds made available under the Plan. For self-directed brokerage accounts, company stock, limited partnerships, life insurance or ANY outside asset that is added to the Plan at the instruction of the plan sponsor or a participant, the employer understands and accepts that BPAS will not serve in any fiduciary capacity whatsoever with respect to these assets — including the selection, monitoring or any review for appropriateness or suitability. If such assets are added to its plan, the employer assumes full fiduciary liability for these assets and relieves and will indemnify r.d hold BPAS harmless against any claims arising from such assets in the future. Section 1.03 The Company also wishes to appoint HB&T as Custodian, and simultaneously with this Agreement, is entering into a Custodial arrangement with HB&T in accordance with the terms and conditions in Attachment B. Under such arrangement, HB&T shall not have any discretionary control or authority over investment of plan assets, nor render any investment advice related to plan assets. Section 1.04 In addition, the Plan Administrator hereby retains BPAS to, among other things, process claim reimbursements. The Plan Sponsor, Plan Administrator, and BPAS hereby set forth in this Agreement the terms and conditions for the provision by BPAS of the services set forth in Sections II and III to the Plan and Trust. Section II—Administrative Services,Additional Services,Investment Options and Fees Section 2.01 Administrative Services. BPAS shall provide the administrative services for the Plan and Trust enumerated in Section III and in the Attachments. Fees for these services shall be included in the charges indicated on the attached Fee Schedule. In rendering services under this Agreement, BPAS will request information from the Plan Administrator or the Plan Sponsor from time to time. The Plan Sponsor and Plan Administrator shall be responsible for providing, or causing other Plan service providers to provide, such information to BPAS on a timely basis. The method of submission of all data is an electronic data file (unless otherwise agreed to by the parties). It is hereby acknowledged that BPA (i) may rely on the information provided in the context that it is received, (ii) is not responsible for any delay in the timely delivery of information to BPA, and (iii) except as explicitly stated in this agreement, will not undertake an independent verification of, or be responsible for,the accuracy of the information received. Solving Tomorrow's Benefit Challenges Today BPAS Family of Services:Plan Administration&Recordkeeping I TPA Services Actuarial&Pension Services I VEBA&HRA/HSA Services I Fiduciary Services AutoRollovers&MyPlanLoan Services i Healthcare Consulting Services I Hand Benefits&Trust,a BPAS Company BPAS Trust Company of Puerto Rico BPAS offices in:Rochester,Syracuse,Utica,&New York,NY I Philadelphia&Pittsburgh,PA I Houston,TX f E.Hanover,NJ J San Juan,PR