2016-614-E HR - Magellan Healthcare, Inc. - EAP services to OC Employees

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DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 1.11 Supplemental Fees: all fees and charges except for the Base Fee as set forth on Addendum B. 2. SERVICES Magellan will provide EAP services to Sponsor and its Employees and Household Members within the United States (including Puerto Rico) as set forth in Addendum A ("Services"). 3. SERVICE FEES 3.1 Payment Obligation. As consideration for the Services to be performed by Magellan hereunder, Sponsor agrees to pay Magellan the Base Fee and all applicable Supplemental Fees as set forth on Addendum B, all as may be adjusted according to the provisions of this Agreement (collectively, as so adjusted, the "Service Fees"). Any undisputed Service Fees not paid when due shall be subject to interest charges at the lesser of one percent (1.0%) per month or the maximum rate allowed under applicable law. 3.2 Determination of Payment Amounts. The Base Fee will be due in advance in monthly or quarterly installments (or as otherwise required by law), as mutually agreed upon by the parties from time to time. Any Supplemental Fees incurred by Sponsor will be invoiced at the next regular billing interval. The Base Fee shall be calculated in accordance with the PEPM Rate set forth on Addendum B and the Employee Count that exist as of the date no later than the first day of the applicable billing period. Sponsor agrees that any failure to provide Magellan with an accurate Employee Count on which an invoice is based or to correctly calculate any self-bill payment shall not serve as a basis to dispute or adjust the amount of any payment to Magellan without prior notice to Magellan. As appropriate, any retrospective reconciliations and adjustments will be made in accordance with Section 3.4.2. All payments due to Magellan that are not paid via electronic funds transfer shall be addressed to: Magellan Healthcare, Inc., Magellan Lockbox, P.O. Box 785341, Philadelphia, PA 19178-5341, or to such other address as may be communicated to Sponsor by Magellan from time to time. 3.3 Covered Population. The PEPM Rate assumes an Employee Count of 900. In the event Sponsor adds Employees located in the State of California, Sponsor will promptly notify Magellan so Magellan can take appropriate measures to ensure compliance with California EAP regulations. 3.4 Fee Adjustments. 3.4.1 Renewals. No later than ninety (90) days prior to the Contract Anniversary Date, Magellan will provide Sponsor with the PEPM Rate and Supplemental Fees applicable to the next renewal term and such Service Fees will become effective on the Contract Anniversary Date unless this Agreement is terminated pursuant to the terms of this Agreement. 3.4.2 Population Variances. If the Employee Count reported by Sponsor and used to calculate the Base Fee for any billing period varied by fifteen percent (15%) or more above or below the actual Employee Count for such period or periods, Magellan may adjust the Base Fee in accordance with the new Employee Count as of the effective date of the change in population for a period not to exceed six (6) contract months. As applicable, Sponsor shall pay Magellan the amount of any undisputed underpayment or Magellan shall credit the amount of any overpayment to Sponsor,within thirty(30) days of the resolution of any variation. 3.5 Taxes. Any applicable sales, use,premium, excise or other tax,fee or surcharge imposed on Services provided under this Agreement("Taxes") will be paid by Sponsor. Notwithstanding the foregoing,in no event shall Sponsor be liable for any taxes, license fees, or other amounts levied against Magellan that relate to Magellan's normal business operations,income taxes, gross receipts taxes, or state licensing fees. Sponsor shall indemnify Magellan for any Taxes and any penalties and/or interest thereon paid by Magellan. 4. TERM AND TERMINATION 2016MM 2