Benefit Plans Administrative Services 12/26/2018

12IPa �ge Section V—Additional Terms of Agreement Section 5.01 Assignment. BPAS may assign any of its duties and obligations herein at its sole and absolute discretion, without necessity of further agreement of the Plan Sponsor or Plan Administrator. Section 5.02 Terms and Acceptance of Agreement. Beginning on the date of execution of this Agreement, the Plan Sponsor and Plan Administrator contract with BPAS to provide such services for the Plan and Trust for the Plan year in which this Agreement is executed and shall renew automatically for each successive Plan year. This Agreement shall continue until terminated by either party upon sixty (60) days written notice to the other party. Upon termination of this Agreement, BPAS will cease to provide the services described in Attachments A, B, C and D. Termination shall not affect the obligation to pay fees owed to BPAS. Upon termination of this Agreement, all fees owed to BPAS will be immediately payable in full. BPAS' fee for the support of a successor plan administrator shall amount to 25% of the annual charges that BPAS would have been entitled to receive pursuant to this Agreement and any agreement entered into by HB&T for services performed for the Plan had this Agreement not been terminated, including standard annual fees, custodial fees and mutual fund revenue sharing fees. Section 5.03 Amendment. This Agreement may be amended at any time in writing upon the parties' mutual agreement. If this Agreement or any portion thereof is found to be in violation of state or federal law, the parties agree to amend this Agreement to conform to such law, unless such amendment would change the terms of this Agreement to impose new and/or different rights and responsibilities on the parties. Section 5.04 Notice. Any notice under this Agreement shall be deemed duly given if delivered by hand, e-mailed or mailed with postage prepaid, to BPAS at 6 Rhoads Drive, Suite 7, Utica, New York 13502-6374 ATTN: Agreement Coordinator, and to the Plan Sponsor and Plan Administrator at the geographic or e-mail address specified on the Execution Page of this Agreement or to such other address as either party may direct by written notice to the other party. Section 5.05 Construction. This Agreement, the legal relations between the parties, and any action instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement, shall be governed by and construed and interpreted in accordance with the laws of the State of New York without regard to conflicts of law doctrines, except to the extent that certain matters are pre-empted by federal law. Section 5.06 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any court or governmental entity, the remaining provisions of this Agreement, to the extent permitted by law, shall remain in full force and effect provided that the economic and legal substance of the actions contemplated hereunder are not affected in any manner materially adverse to any party. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof. To the extent permitted by law, the parties hereby waive, to the same extent, any provision of law that renders any provision hereof prohibited or unenforceable in any respect. Section 5.07 Dispute Resolution. If a controversy arises under this Agreement, or an alleged breach thereof, BPAS and the Plan Sponsor and Plan Administrator and their respective successors or designees shall attempt in good faith to resolve the dispute informally through discussion, the exchange of documents, or meetings following either party's written notice of the existence and nature of the dispute. If BPAS and the Plan Sponsor VEBA Administrative Service Agreement (405512)