Agenda - 06-30-1997 - 8f - Laserfiche WebLink

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S Human Affairs International, Incorporated P.O. Box 27727 Salt Lake City, Utah 81127-0727 (d) Sponsor shall pay interest at the rate of one and one-half percent(1.5%)per month on all payments due hereunder which are not received by HAI within sixty(60)days of Sponsor's receipt of HAI's invoice. In addition, Sponsor shall reimburse HAI for any costs HAI incurs, including without limitation reasonable attorney fees, with respect to(1) the collection of any late payment of Service:Fees or(2) the failure of Sponsor to fund benefit payments in a timely and adequate manner in connection with any Claims Management Services. (e) Sponsor acknowledges that various components of initial and subsequent PEPM Charges assume an Employee pool equal to the Base Population. HAI reserves the right, upon sixty(60)days' written notice to Sponsor, to adjust components of the PEPM Charge at any time at which the most recent Employee Count varies from the Base Population by ten percent(10%)or more in either direction. If HAI so adjusts any component of the PEPM Charge, then Base Population shall also be adjusted to equal to Employee Count at the time of such adjustment. (f) Except as rate adjustments are permitted by Section 1.2(e), HAI hereby guarantees the rates under this Agreement for a period of twelve(12) months. Prior to each Contract Anniversary Date, Sponsor and HAI shall reach agreement as to new rates for the Services under this Agreement to go into effect on such Contract Anniversary Date. If no agreement regarding new rates is reached prior to the Contract Anniversary Date, HAI shall provisionally charge Sponsor such new rates as HAI may determine; provided, however, that such provisional rates shall not exceed the prior rates by more than ten percent(10%). Upon agreement between Sponsor and HAI as to new rates, Sponsor's account shall be adjusted to reflect such agreed-upon rates retroactive to the most recent Contract Anniversary Date. ARTICLE Il TERM; TERMINATION 2.1 Term. The term of this Agreement(the "Term")shall commence on the Effective Date and shall continue for a period of one year unless terminated in accordance with this Section 2.2. Unless either party cancels this Agreement in accordance with Section 2.2 or unless the parties fail to agree on material terms, this Agreement shall automatically renew, and the Term shall be automatically extended, for successive periods of one year, and the terms and conditions of this Agreement shall continue in full force and effect without,ntcrniption or modification, except as permitted expressly herein. 2.2 Termination. (a) Either party may terminate this Agreement without cause at any time by providing ninety (90)days'prior written notice to the other party hereto and by paying an early termination premium in the amount indicated on the Fee Schedule multiplied by the number of full calendar months between the effective date of termination pursuant to this Section and the first Contract Anniversary Date thereafter with respect to which Sponsor and HAI would negotiate and establish new rates hereunder. Termination pursuant to this Section shall be effective as of the date ninety(90)days following the date of such notice of termination or such later date as may be provided in such notice. Human Affairs International. Incorporated 5/7/97 Services Agreement 3