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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the 18' of each month prior. The Due Date for payment of the invoiced amount is on the first day of the next full calendar month. Such invoices are provided in an eligibility -based format, and therefore payment must be made as billed (no adjustments are allowed to the invoice). If authorized by Customer pursuant to this Agreement or by subsequent authorization, certain fees will be paid through a withdrawal from the Bank Account. Late Payment: If amounts owed are not paid within fifteen(15) calendar days after their Due Date ( "Grace Period "), Customer will pay United interest on these amounts at the interest rate that United charges to its self-funded customers, in accordance with applicable Texas Law. Customer agrees to reimburse United for any costs that United incurs to collect these amounts in accordance with applicable Texas Law. United's decision to provide Customer with a Grace Period will be based on United's assessment of Customer's financial condition, as of the Effective Date, and Customer's compliance with material financial obligations. If United determines, based on reasonable information and belief, that Customer's financial condition has deteriorated, or Customer continues to fail to comply with the material financial obligations specified in this Agreement, United may remove the Grace Period upon notice to Customer and reserves the right to either charge interest on payments not received after the Due Date or terminate the Agreement if payments are not received by the Due Date in accordance with applicable Texas Law. Section 3.4 Reconciliation. For each Renewal Term, United will reconcile the total amounts Customer paid with the total amounts Customer owed. If the reconciliation indicates that United owes Customer money, United will promptly notify Customer and Customer's next fee invoice will be credited on the next regular invoice. If the reconciliation indicates that Customer owes United money, United will invoice Customer for the amount due. The Due Date for these amounts is the first day of the next calendar month. Customer will pay United within thirty (30) calendar days after receiving notice of the amounts that Customer owes United. For payments made after this thirty (30) day period, Customer will pay United interest on these amounts at the interest rate that United charges to its other self - funded customers, in accordance with applicable Texas Law. If this Agreement is terminated for any reason, United will pay Customer any amount owed within thirty (30) calendar days after United performs a final reconciliation. If the final reconciliation indicates that Customer owes United money, Customer will pay United within thirty (30) calendar days after receiving notice of the amount owed. For payments Customer makes after thirty (30) calendar days of receiving notice of the amounts that Customer owes United, United will charge interest at the interest rate that United charges its other self-funded customers, in accordance with applicable Texas Law. Section 4 — Records, Information, Audits Section 4.1 Records. United will keep records relating to the services it provides under this Agreement for a minimum of three (3) years after termination or as long as United is required to do so by applicable law. Section 4.2 Access to Information. If Customer requires information in United's possession for purposes other than an audit, but in order to administer the Plan, United will provide Customer access to that information, if it is legally permissible, the information relates to United's services under this Agreement, and Customer gives United at least thirty (30) calendar days notice and an explanation of the need for such information. Customer represents that it has reasonable procedures in place for handling PHI, as required by applicable law. Customer will only use or disclose PHI to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement. United will provide information only while this Agreement is in effect and for a period of six (6) months after the Agreement terminates and the conclusion of any run -out claims administration period outlined in Exhibit A, unless Customer demonstrates that the information is required by law or for Plan administration purposes. United also will provide access to information to an entity providing Plan administrative services to Customer, such as a consultant or vendor, if Customer requests it. Before United provides PHI to that entity, the parties must sign a mutually agreed -upon confidentiality agreement, and the parties must agree as to what information is minimally necessary to accomplish the Plan administrative service. Section 4.3 Audits. During the term of the Agreement, and at any time within six (6) months following its termination and the conclusion of any run -out claims administration period outlined in Exhibit A, Customer or a mutually agreeable entity may audit United once each calendar year to determine whether United is fulfilling the terms of this 4