Res 2016-077/approving an administrative services agreement with United Healthcare Services, Inc. for the provision of medical, pharmacy, dental, flexible spending accounts (fsa), retiree, online enrollment tool and cobra benefits administration in a tot

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Section 9 — Termination Section 9.1 Services End. United's services under this Agreement stop on the date this Agreement terminates, regardless of the date that claims are incurred. However, at the City's request, United will agree to continue providing certain services beyond the termination date, as provided in Exhibit A — Statement of Work. Section 9.2 Termination Events. This Agreement will terminate under the following circumstances: (i) The Plan terminates, (ii) Both parties agree in writing to terminate the Agreement, (iii) After the initial Term (the first twelve month period commencing on the effective date), Customer gives United at least sixty (60) calendar days, or United gives Customer one hundred eighty (180) calendar days, prior written notice of termination for convenience and without cause, (iv) United gives Customer notice of termination because Customer did not pay the fees or other amounts Customer owed United when due under the terms of this Agreement, (v) United gives Customer notice of termination if Customer fails to provide the required funds for payment of benefits under the terms of this Agreement, (vi) Either party is in material breach of this Agreement, other than by non - payment or late payment of fees owed by Customer or the funding of Plan benefits, and does not correct the breach within thirty (30) calendar days after being notified in writing by the other party, (vii) United may terminate this Agreement in the event of a fling by or against the Customer of a petition for relief under the Federal Bankruptcy Code, (viii) Any state or other jurisdiction prohibits a party from administering the Plan under the terms of this Agreement, or imposes a penalty on the Plan or United and such penalty is based on the administrative services specified in this Agreement. In this situation, the party may immediately discontinue the Agreement's application in such state or jurisdiction. Notice must be given to the other party when reasonably practical. The Agreement will continue to apply in all other states or jurisdictions, or (ix) As otherwise specified in this Agreement. Section 10 — Miscellaneous Section 10.1 Subcontractors. United can use its affiliates or subcontractors to perform United's services under this Agreement. United will be responsible for those services to the same extent that United would have been had it performed those services without the use of an affiliate or subcontractor. Section 10.2 Assignment. Except as provided in this paragraph, neither party may assign this Agreement or any rights or obligations under this Agreement to anyone without the other party's written consent. That consent will not be unreasonably withheld. Nevertheless, United can assign this Agreement, including all of its rights and obligations to United's affiliates, to an entity controlling, controlled by, or under common control with United, or a purchaser of all or substantially all of United's assets, , subject to prompt written notice to Customer of the assignment, provided that all of the following conditions are satisfied: (1) United is not in default under this Agreement; (2) United's successor shall either (a) have a net worth which is at least equal to the greater of United net worth at the date of this Agreement or United net worth at the date of the transfer; or (b) if the successor entity does not have an equal or greater net worth, the successor entity must have a net worth that is reasonably sufficient to perform United obligations under this Agreement (taking into consideration the other obligations of such entity). Section 10.3 Governing Law and Venue. This Agreement is governed by the laws of the State of Texas. The exclusive venue for any dispute arising under this Agreement is in Hays County, Texas. In the event of a dispute in federal court, venue will be in the United States District Court for the Western District of Texas, Austin Division. This provision shall survive the termination of this Agreement. Section 10.4 Entire Agreement. This Agreement, together with any exhibits, attachments, amendments, etc. constitutes the entire agreement between the Parties governing the subject matter of this Agreement. This Agreement replaces any prior written or oral communications or agreements between the parties relating to the subject matter of this Agreement. The headings and titles within this Agreement are for convenience only and are not part of the Agreement. Section 10.5 Amendment. Except as may otherwise be specified in this Agreement, the Agreement may be amended only by both parties agreeing to the amendment in writing, executed by a duly authorized person of each party. Section 10.6 Waiver/Estoppel. Nothing in this Agreement is considered to be waived by any party, unless the party claiming the waiver receives the waiver in writing. No breach of the Agreement is considered to be waived unless the non - breaching party waives it in writing. A waiver of one provision does not constitute a waiver of any other. A failure of either party to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided in this Agreement, will in no way be construed to be a waiver of such provision of this Agreement.