1991-124-RES WHEREAS, the City Council of the City of Paris, is desirous of providing health care for the City of Paris

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-,. ~ I 4.04 If this a~ment is terminated for cause by purch~ under paragraph 4.02c above, the Purchaser shall not be liable for any termination fees or charges and, moreover, Purchaser may withhold from then current administration fees due Contractor the costs incurred by Purchaser in attempting to gain Contractor's performance of the Agreement. SECTION FIVE ADMINISTRATION FEES AND REIMBURSEMENT 5.01 Purchaser agrees to pay Contractor a monthly administration fee, which shall be due and payable in full on or before the first day of each month. at its home office in Richardson, Texas during the term of this Agreement. a. In the event payment of the monthly administration fee is not paid by the 20th day of the month, contractor may suspend its performance under this agreement without notice, until such fees and late charges are paid. b. After the 20th day of the month, a late charge can be assessed each day for late payment of all monies owed to Contractor by Purchaser under this agreement. The late charge shall be charged as interest and equal to ten (10%) percent of the past due amount owed, or the maximum amount permitted by state law which ever is less. 5.02 The amount of the administration fee shall be determined in accordance with the specifications contained in Item One of the current Exhibit to this Agreement. 5.03 The administration fee shall be subject to change by Contractor as follows: a. On each anniversary of the Effective date of this Agreement, upon a thirty (30) days prior written notice to purchaser. b. On the implementation date of any changes in the Benefit Program which would increase Contractor's cost of administration, c. On any date that increased expenses are incurred by Contractor because of changes imposed by governmental entitiesulimited to increases sufficient to recover the additional expenses, or d. On any date that Benefit Program enrollment changes by an amount equal to 10% or more of total enrollment. 5.04 Purchaser shall reimburse Contractor for the direct cost of any special supplies or forms provided by Contractor for Purchaser--such reimbursement to be in addition to the monthly administration fee. 5.05 Purchaser will reimburse Contractor for any taxes imposed or adjudged due by any lawful authority with respect to the Benefit Program or its administration. In the case of imposition of such tax liability, Purchaser may elect to terminate this Agreement upon 30 days prior written notice without incurring liability for termination fees or charges. 5