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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Rebates: All rebates, discounts or other financial incentives (whether access, base, Prescription Drug List (PDL), incentive, market share, volume, or other), and administrative fees which United receives directly or indirectly from a pharmaceutical manufacturer and which are obtained in connection with prescription drug products dispensed to Participants under the Plan's pharmacy benefit or the medical benefit. Rebates do not include any purchasing discounts, provided that United obtains the same Rebates for prescription drugs regardless of where the prescription is dispensed. Rebates to customers are administered and paid under the medical benefit plan or pharmacy benefit plan as outlined in this Agreement. Run -out Administration: Means the processing by United of claims, incurred prior to the termination date, during the period of time immediately following termination. All terms of this Agreement apply to the post - termination processing period. Self -Fund or Self- Funded: Means that the Customer, on behalf of the Plan, has the sole responsibility to pay, and provide funds, to pay for all Plan benefits. United has no liability or responsibility to provide these funds. Summary Plan Description or SPD: The document(s) Customer provides to Plan Participants describing the terms and conditions of coverage offered under the Plan. Systems: Means the systems United owns or makes available to Customer to facilitate the transfer of information in connection with this Agreement. Tax or Taxes: A charge imposed, assessed or levied by any federal, state, local or other governmental entity assessed against United as a claim administrator in connection with United's services under this Agreement, relating solely to: (1) the Plan; (2) benefit payments under the Plan; or (3) United's service fees when assessed as a premium type payment (but not taxes on United income, franchise or other tax based on United income, capital or net worth). Treasury Department: The United States Department of the Treasury. Term or Term of the Agreement: The period of twelve (12) months commencing on the Effective Date and automatically continuing for additional 12 -month periods until the Agreement is terminated. (The guaranteed fee period is included in Exhibit B). Section 2 — Customer Responsibilities Section 2.1 Responsibility for the Plan. United is not the Plan Administrator of the Plan. Any references in this Agreement to United "administering the Plan" are descriptive only and do not confer upon United anything beyond certain agreed upon claim administration duties. Except to the extent this Agreement specifically requires United to have the fiduciary responsibility for a Plan administrative function, Customer accepts total responsibility for the development and administration of the Plan for purposes of this Agreement including its benefit design, the legal sufficiency and distribution of SPDs, and compliance with any laws that apply to the Customer or the Plan, whether or not Customer or someone Customer designates is the Plan Administrator. The Customer represents and warrants that the Plan has the authority to pay fees due under this Agreement from Plan assets, in accordance with Section 10.13. Section 2.2 Plan Consistent with the Agreement. Customer represents that Plan documents, including the Summary Plan Description as described in Exhibit A — Statement of Work, are consistent with this Agreement. Nevertheless, before distributing any communications describing Plan benefits or provisions to Participants or third parties, Customer will provide United with copies of the Summary Plan Description and Employee communications which refer to United or United's services for review prior to distributing these materials to Employees or third parties. Customer will amend them if United reasonably determines that references to United are not accurate, or any Plan provision is not consistent with this Agreement or the services that United is providing, as mutually agreed by the parties. Section 2.3 Plan Changes. Customer will provide United with notice of any changes to the Plan and/or Summary Plan Description within a reasonable period of time but no later than thirty (30) calendar days prior to the effective date of the change to allow United to determine if such change will alter the services United provides under this Agreement. Any change in the services to be provided by United under this Agreement which would be caused by any aforementioned changes must be mutually agreed to in writing prior to implementation of such change. United will notify Customer if (i) the change increases United's cost of providing services under this Agreement or (ii) United is reasonably unable to implement or administer the change. If the parties cannot agree to a new fee within (30) thirty