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 4.7 Compliance with Public Information Act. To the extent that compliance with any provision of this Agreement would result in Customer's non - compliance with the Texas Government Code Annotated, chapter 552, as amended (the "Public Information Act "), that portion of this Agreement shall be of no force or effect. If Customer is requested to disclose any item or data furnished to Customer by United under the provisions of the Public Information Act, Customer shall notify United in writing of that request within three (3) business days of receipt of that request by Customer. Failure to provide such notice to United shall constitute a material breach of this Agreement. Such written notice shall, at a minimum, include a copy of the request for the information. If a request is made for confidential or Proprietary Business Information, Customer will give United ten (10) business days' notice to process the request and to seek the necessary injunction to prevent such release of the information. It is expressly agreed that Customer's officers and employees may request a decision from the Attorney General of the State of Texas (the "Attorney General ") about the applicability of the Public Information Act to any item or data furnished to Customer and about whether that item is a public record of public information under the Public Information Act. Customer shall also provide United with the written notice, including a copy of the request for information, required under the Public Information Act if the request includes any information that United considers to be Confidential or Proprietary, and United will have an opportunity to seek the necessary injunction to prevent such release and/or the opportunity, as provided in the Public Information Act, to submit information to the Attorney General's Office to support United's position that the material in question should not be subject to public disclosure. Customer shall reasonably cooperate with United if United chooses to object to any such requests for confidential or Proprietary Business information. Section 5 — Taxes And Assessments Section 5.1 Payment of Taxes and Expenses. In the event that Taxes are assessed against United as a claim administrator in connection with United's services under this Agreement, including all topics identified in Section 5.3 Customer will reimburse United through the Bank Account for Customer's proportionate share of such Taxes (but not Taxes on United's net income). United has the authority and discretion to reasonably determine whether any such Tax should be paid or disputed. Customer will also reimburse United for a proportionate share of any cost or expense reasonably incurred by United in disputing such Tax, including costs and reasonable attorneys' fees and any interest, fines, or penalties relating to such Tax, unless caused by United's unreasonable delay or unreasonable determination to dispute such Tax. Section 5.2 Tax Reporting. In the event that the reimbursement of benefits to Participants in connection with this Agreement is subject to Plan or employer based tax reporting requirements, Customer agrees to comply with these requirements. Section 5.3 State and Federal Surcharges, Fees and Assessments. The Customer is responsible for state or Federal surcharges, assessments, or similar charges by any federal, state, local or other governmental entity imposed by governmental entities or agencies on the Plan or United, including, but not limited to, those imposed pursuant to The Patient Protection and Affordable Care Act of 2010 ( "PPACA "), as amended from time to time. This includes the funding, remittance and determination of the amount due for PPACA required taxes and fees. Section 6 — Indemnification Section 6.1 Customer Indemnifies United. To the extent allowed by Texas law and without the establishment of a sinking fund, Customer will indemnify United and hold United harmless against any and all losses, liabilities, penalties, fines, costs, damages, and expenses, United incurs, including reasonable attorneys' fees, which arise out of (i) Customer or its vendors', subcontractors' or authorized agents' gross negligence or willful misconduct in the performance of Customer or its vendors', subcontractors' or authorized agents' obligations under this Agreement or any other agreements entered into with such third parties on Customer's behalf (ii) Customer's material breach of this Agreement (iii) a breach of any other agreements United enters into with such third parties on Customer's behalf, at Customer's written request to share data with such third party, if such third party is unwilling or unable to provide indemnification to United, (iv) third party claims brought against United as the claims administrator where United acted in accordance with this Agreement and the Plan (e.g. a claim raised by the federal government based on the federal Medicare Secondary Payor laws where United administered the Plan in accordance with these rules based upon the eligibility Customer or its designee provided, and benefit coverage information that Customer has reviewed and signed off on, in United's possession at the time the claim was processed, and/or (v) Customer's failure to act in accordance with applicable provisions of the IRC and associated guidance issued by the IRS /Treasury Department with respect to Customer's HSA; and/or claims against United relating to an HSA utilized by Customer's enrolling