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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calendar days of the notice of the new fee or if United notifies Customer that United is unable to implement or administer the change, United will have no obligation to implement or administer the change, and Customer may terminate this Agreement upon (60) sixty calendar days written notice. Section 2.4 Customer Approved Third Party. Customer represents that together Customer and any of its affiliates covered under the Plan make up a single "controlled group" as defined by the IRC. The Customer agrees to provide United with a list of Customer's affiliates covered under the Plan upon request. Section 2.5 Information Customer Provides to United. Customer will notify United regarding which of Customer's Employees, their dependents and/or other persons are Participants. This information will be accurate and provided to United no later than thirty (30) calendar days. United will accept eligibility data from Customer in the format described in Exhibit A — Statement of Work. Customer will notify United of any change to this information as soon as reasonably possible. United will be entitled to rely on the most current information in United's possession regarding eligibility of Participants in paying Plan benefits and providing other services under this Agreement and as such, United will not be required to make retroactive eligibility changes, process or reprocess claims, but if United agrees to do so, additional fees may apply. United shall be entitled to rely upon any written communication from Customer, its designated employees, agents or authorized representatives. United will apply electronic eligibility changes without imposing any extra fees. In the event that Customer requests manual retroactive eligibility changes or retroactive eligibility changes to include claims reprocessing, United will make such changes only after the parties agree to the terms on which such changes will be made and any extra fees that would apply for doing so. The Customer agrees to provide United (or cause Customer's vendor to provide United), in a timely manner with all information that United reasonably requires to provide Customer's Participants with disease management services as described in accordance with Exhibit A - Statement of Work and United's program guidelines. United shall be entitled to rely on the information that is provided to United in connection with United's provision of disease management services to Customer's Participants. Section 2.6 Escheat. United has no responsibility for complying with any applicable abandoned property or escheat laws, or making any required payments, or filing any required reports on behalf of the Plan. Section 3 — Fees Section 3.1 Fees. Customer will pay fees enumerated in Exhibit B, to United as compensation for the services provided by United. In addition to the fees specified in Exhibit B, Customer will also pay United any additional fee that is authorized by a provision elsewhere in this Agreement or is otherwise negotiated and agreed to by the parties. Section 3.2 Changes in Fees. United can change the fees on each Term anniversary ( "Renewal Term ") after December 31, 2024, subject to the provisions of Exhibit B — Service Fees. United will provide Customer within (6) six months prior written notice of the revised fees for subsequent Renewal Terms. Any such fee change will become effective on the later of the first day of the new Renewal Term or thirty (30) days after United provides Customer with written notice of the new fees. United will provide Customer with a new Exhibit B that will replace the existing Exhibit B for all subsequent Renewal years. United and the Customer will negotiate the fees (i) any time there are changes made to this Agreement or the Plan, which affect the fees including the termination of the Shared Savings Program, (ii) when there are changes in laws or regulations which affect or are related to the services United is providing, or will be required to provide, under this Agreement, including the Taxes and fees noted in Section 6 Taxes And Assessments (iii) if the number of Employees covered by the Plan or any Plan option changes by fifteen percent (15 %) or more or (iv) if the average contract size, defined as the total number of enrolled Participants divided by the total number of enrolled Employees, varies by 10% or more from the assumed average contract size set forth in Exhibit B. Any new fee required by a change described herein will be effective as of the date the changes occur, even if that date is retroactive. If the Customer does not agree to any change in fees, the Customer may terminate this Agreement upon thirty (30) calendar days prior written notice after Customer receives written notice of the new fees. Customer will pay any amounts due for the periods during which the Agreement was in effect. Section 3.3 Due Dates, Payments, and Penalties. For the Standard Medical Service Fees described in Exhibit B, United will provide the Customer with an on -line invoice in advance of the first of each month, typically no later than