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1*, <br /> �3 <br /> 'yam' <br /> RDS SERVICES,LLC <br /> AGREEMENT FOR EARLY RETIREE REINSURANCE PROGRAM SERVICES <br /> THIS AGREEMENT FOR EARLY RETIREE REINSURANCE PROGRAM SERVICES <br /> ("Agreement")is entered into by and between RDS Services,LLC, a Michigan limited liability company <br /> ("RDS")and Orange County North Carolina("Plan Sponsor")and shall be effective as of <br /> July 21,2011 ("Effective Date"). <br /> Plan Sponsor maintains a group health program(hereinafter referred to as the"Plan")under which <br /> eligible individuals are able to obtain certain retiree health care benefits.Plan Sponsor desires to engage RDS <br /> to assist Plan Sponsor with certain requirements and opportunities with respect to the Early Retiree <br /> Reinsurance Program("Reinsurance Program")under the Patient Protection and Affordable Care Act of 2010 <br /> ("PPACA of 2010"),and RDS desires to provide such assistance,all on the terms and subject to the <br /> conditions set forth in this Agreement. <br /> NOW THEREFORE,the parties agree as follows: <br /> SECTION 1 <br /> SERVICES AND RESPONSIBILITIES <br /> 1.01 RDS Services.During the term of this Agreement,RDS shall provide to Plan Sponsor the services <br /> described on Exhibit A to this Agreement(collectively, "RDS Services"). In performance of the RDS <br /> Services,RDS shall rely on any communication and/or data reasonably believed by it to be genuine, including <br /> necessary information received from Plan Sponsor in a timely manner and in good order.For purposes <br /> hereof, "timely manner"means a reasonable period of time as may be necessary for sorting,processing, <br /> analyzing,entering and/or posting of information received. <br /> 1.02 Responsibilities of Plan Sponsor.Plan Sponsor(or its designee(s)other than RDS) shall serve as <br /> the administrator, fiduciary and primary decision maker for the Plan,with all of the rights and responsibilities <br /> for administering the Plan in connection with the Reinsurance Program, and RDS shall have no such authority <br /> or responsibility except as may be specifically provided in this Agreement. During the term of this <br /> Agreement, and as a condition to RDS' obligation to provide the RDS Services,Plan Sponsor's <br /> responsibilities shall include the responsibilities set forth on Exhibit B to this Agreement. <br /> 1.03 Compensation.The fees for the RDS Services are set forth on Exhibit C to this Agreement.RDS <br /> shall send an invoice to Plan Sponsor for fees.Payment shall be due 30 days after receipt of invoice. <br /> Accounts and invoices not paid by the later of the end of the month,or within 30 days of billing,are <br /> considered delinquent and are subject to a monthly service charge of 1.5 percent(1.5%)of the delinquent <br /> amount. Late fees and charges shall not apply where there is a bona fide dispute as to the amount owed. <br /> 1.04 Caveats.By its execution of this Agreement,Plan Sponsor is acknowledging its knowledge, <br /> understanding and agreement to the specific items set forth on Exhibit D to this Agreement regarding the <br /> RDS Services. <br /> 1.05 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN,RDS DISCLAIMS TO <br /> THE FULLEST EXTENT PERMISSIBLE BY LAW ALL WARRANTIES, EXPRESS OR IMPLIED, AS <br /> TO THE NATURE OR STANDARD OF THE RDS SERVICES HEREUNDER, INCLUDING ANY <br /> WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. <br /> NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN <br /> Troy_5724401+12 <br />