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<br />Agency fails to provide Data in a complete, accurate and timely manner and pursuant to
<br />the specifications in Exhibit 1C, PARS reserves the right, notwithstanding the further
<br />provisions of this Agreement, to terminate this Agreement upon no less than ninety (90)
<br />days written notice to the Agency.
<br />6. Records. Throughout the duration of this Agreement, and for a period of five (5) years
<br />after termination of this Agreement, PARS shall provide duly authorized representatives
<br />of Agency access to all records and material relating to calculation of PARS’ fees under
<br />this Agreement. Such access shall include the right to inspect, audit and reproduce such
<br />records and material and to verify reports furnished in compliance with the provisions of
<br />this Agreement. All information so obtained shall be accorded confidential treatment as
<br />provided under applicable law.
<br />7. Confidentiality. Without the Agency’s consent, PARS shall not disclose any
<br />information relating to the Plan except to duly authorized officials of the Agency, subject
<br />to applicable law, and to parties retained by PARS to perform specific services within
<br />this Agreement. The Agency shall not disclose any information relating to the Plan to
<br />individuals not employed by the Agency without the prior written consent of PARS,
<br />except as such disclosures may be required by applicable law.
<br />8. Independent Contractor. PARS is and at all times hereunder shall be an independent
<br />contractor. As such, neither the Agency nor any of its officers, employees or agents shall
<br />have the power to control the conduct of PARS, its officers, employees, or agents, except
<br />as specifically set forth and provided for herein. PARS shall pay all wages, salaries, and
<br />other amounts due its employees in connection with this Agreement and shall be
<br />responsible for all reports and obligations respecting them, such as social security,
<br />income tax withholding, unemployment compensation, workers’ compensation, and
<br />similar matters.
<br />9. Indemnification. PARS and Agency hereby indemnify each other and hold the other
<br />harmless, including their respective officers, directors, and employees, from any claim,
<br />loss, demand, liability, or expense, including reasonable attorneys’ fees and costs,
<br />incurred by the other as a consequence of, to the extent, PARS’ or Agency’s, as the case
<br />may be, negligent acts, errors or omissions with respect to the performance of their
<br />respective duties hereunder.
<br />10. Compliance with Applicable Law. The Agency shall observe and comply with federal,
<br />state, and local laws in effect when this Agreement is executed, or which may come into
<br />effect during the term of this Agreement, regarding the administration of the Plan.
<br />PARS shall observe and comply with federal, state, and local laws in effect when this
<br />Agreement is executed, or which may come into effect during the term of this
<br />Agreement, regarding Plan administrative services provided under this Agreement.
<br />11. Applicable Law. This Agreement shall be governed by and construed in accordance
<br />with the laws of the State of California. In the event any party institutes legal
<br />proceedings to enforce or interpret this Agreement, venue and jurisdiction shall be in any
<br />state court of competent jurisdiction.
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