Agmt23 Navia Benefit Solutions - Laserfiche WebLink

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REV:01-20-23 MI Employer, in accordance with the terms of this Agreement, as necessary to enable the new service provider to perform services without disruption to Covered Individuals. Employer is obligated to reimburse all reasonable costs and expenses incurred by Navia for continued administration during the transition process (including administration Fees during the claims run-out period) and transitioning any necessary information as set forth herein. Covered Individual claims submitted to Navia after termination of the Agreement or expiration of the claims run-out period, whichever is later, will be denied and Participants will be redirected to the Employer and Navia will have no further responsibility with respect to Covered Individual claims received after such time. (b) The rights and obligations of the Parties that by their nature must survive termination or expiration of this Agreement in order to achieve its fundamental purposes include, without limitation, Section 5.1 through Section 5.5, Article VI, Section 7.7, and the Business Associate Agreement Exhibit. (c) Termination of this Agreement shall not terminate the rights or obligations of either Party arising prior to the effective date of such termination. Notwithstanding anything to the contrary herein upon termination of this Agreement, all Fees, funding, and other amounts owed will become immediately due and payable. ARTICLE III. FEES 3.1 FEES FOR SERVICES The Fees that Employer must pay Navia for Services are set forth in the Fee section of each Schedule. The total amount for the Initial Term is not to exceed ninety thousand one hundred and eight dollars and twenty-one cents ($90,108.21). To the extent that Navia sends a monthly invoice, all Fees are due upon receipt of the monthly invoice; however, there is a thirty (30) day period after which 1.5% interest per month will accrue with respect to any unpaid Fees to the extent Navia does not terminate the Agreement in accordance with Article III herein. If the invoice is mailed by Navia, the recipient is deemed to have received the invoice within three (3) Business Days after Navia mails the invoice. Failure to timely and completely pay such Fees may also result in suspension of all or part of the Services provided or, in Navia’s discretion, termination of the Agreement. In addition to the Fees outlined in this Section 3 and the Schedule(s), Navia may, in connection with the Services provided, receive interest, investment income, transaction fees, including transaction fees charged to a merchant bank, or similar payments from third parties. Employer acknowledges that Navia will retain such payment as additional consideration for the Services Navia provides hereunder. 3.2 FEES FOR ADDITIONAL SERVICES Additional Fees for additional Services not listed in the Schedules shall be as mutually agreed in writing between Employer and Navia prior to performance. Such Fees may result from Employer’s specific requests for legal guidance provided by an outside firm, development time, or third-party audit Fees. 3.3 FEE TERMS AND CHANGES IN FEES (a) Fees are effective beginning with the Effective Date unless otherwise provided herein. (b) Navia may change Fees to the extent that (i) changes are made in applicable law that materially affect the rights and obligations of Navia set forth herein, (ii) Employer amends the Benefit Plan in a manner that materially impacts the Services provided herein; or (iii) Navia provides written notice of a proposed Fee change to Employer. If Employer does not affirmatively reject any proposed Fee changes in writing within thirty (30) days of receiving written notice of the proposed Fee changes from Navia, such proposed Fees will become effective the first day of the month following the end of the thirty-day response period. If Employer does not agree with such ATTY/AGR.2023.010/Navia Benefit Solutions (Navia Services (Dental HRA) 2023) (Page 9 of 42)