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BILLING SERVICES AGREEMENT�� si BILLING SERVICES AGREEMENT THIS BILLING SERVICES AGREEMENT ("Agreement") is made as of the lst day of January, 2013 �(the "Effective Date"), by and among MHNet Specialty Services, LLC and MHNet of Florida, Inc. (collectively, "MHNet"), Gehring Group.("Consultant") and City of Clearwater("Employer"). WHEREAS, Consultant provides Employer with certain services related to the purchase of an insurance product(s), including a health insurance product from MHNet of Florida, Inc. for the 2012 policy year and fi-om MHNet Specialty Services, LLC for the 2013 policy and beyond, and in return for Consultant's servi:ces, Employer pays a fee to Consultant. WHEREAS, MHNet is willing to administer the arrangement between Consultant and Employer, specificall;y to provide billing and collection services with respect to such arrangement, such that MHNet shall bill Employer on a regular basis for Consultant's fees and transmit such fees to Consultant. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Billing Services. Employer and Consultant, independent of MHNet, have agreed to a fee that Employer will pay to Consultant in return for Consultant's services (the "Fee"). The Fee is set forth below. MHNet„ on behalf of Consultant, shall bill Employer for the Fee on a periodic basis, as set forth below and Emplr,►yer shall remit payment of such Fee to MHNet. Upon receipt of Employer's payment of the Fee (or any portion thereofl, MHNet shall forward the payment to Consultant. If Employer fails to pay any or all of the I�ee, MHNet shall have no liabiiity to Consultant and no obligation to use any of its own funds to pay Consul�rant. Consultant's sole remedy under this Agreement shall be to pursue payment directly from Emplo�yer. Employer and Consultant both acknowledge that MHNet was not involved in the setting of the Fee and Employer and Consultant acknowledge that MHNet is acting as an administrative pass through for the be�-�efit and convenience of Employer and Consultant. Employer agrees to pay Consultant the following monthly Fee: 7% of premium 2. Policy Not Contingent on Payment of Fee. The parties acknowledge and agree that MHNet's issuance of a health insurance product to Employer is not conditioned in any way upon Employer's payment of the Fee and that the Fee is not part of Employer's premium payment to MHNet. Employer shall remit the Fee an a monthly basis to MHNet within 31 days of the invoice due date. If Employer fails to pay the Fee, MHNet will inform the Consultant and it shall be the responsibility of Consultant and Employer to resolve any dis:pute related to the non-payment or incorrect payment of the Fee. Consultant and Employer shall each indemnify and hold MHNet harmless for any fee disputes between Consultant and Employer. Consultant and Empl�ayer shall be responsible for determining proper funding, treatment and reporting of the fee under ERIS��. (if applicable). Interest. Consultant and Employer acknowledge and agree that MHNet may earn interest on the l�ees collected by MHNet. Consultant and Employer agree that any such interest income shall be paid to MF,[Net as payment for its services under this Agreement. 4. Term and Termination. This Agreement shall be effective as of the Effective Date and shall continu�e in effect until the earlier of: (a) the date established by any party by providing the other parties with 30 clays prior written notice of termination; (b) the date that the Consultant is no longer the "broker of record" for the Employer; or (c) the date that Employer no longer has a policy with MHNet. Effect of Termination. Upon termination of this Agreement, MHNet shall forward to Consultant any T-�ees paid by Employer to MHNet priar to the termination date. Thereafter, MHNet's obligation to collect and forward Fees on behalf of Consultant shall end. 6. Miscellaneous. a. Governing Law. This Agreement shall be construed in accardance with and governed by the laws oi' the State of Florida without regard to its conflict of law provisions. b. Relationship of the Parties. MHNet, Consultant and Employer are each separate and indepenr.lent entities. The relationship between Employer, MHNet and Consultant is purely contractual and none of the parties, nor their respective employees, servants, agents or representatives shall be considered the employee, servant, agent or representative of the other parties. c. No Other Fees. Consultant aclrnowledges and agrees that MHNet shall not pay Consultant any compensation for the services rendered by Consultant under this Agreement. Consultant further agrees that the sale or renewal of the Employer with MHNet shall not qualify for any payment, commission, or override. d. Counterparts. This Agreement may be executed in several counterparts, each of which is an original but all of which shall constitute one and the same instrument. e. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, promi.ses, representations, understandings and negotiations, whether written or oral, between the parties with res:pect to the subject matter hereof. Except for the rights and obligations set forth herein, there are no o�ther promises, agreements or understandings between the parties, express or implied. This Agreement ��nay only be amended or modified by the written agreement of all parties. • r INTENDING TO BE BOUND, the parties hereto have caused this Agreement to be signed and deliverec:l by their duly authorized officers, to be effective on the Effective Date. MHNet of Florida, Inc. � , � � � Name: � ! t r/:(.� � Title: Q f�; �� a- ��-UV Date: 1( � y I '� _ CITY OF CLEARWATER, FLORIDA BY� � �� o� e � W iam B. Horne II City Manager Approved as to form: , .� , �' , Leslie K. Dougall-Sid ,s Assistant City Attorney Gehring Name: �%�� � %2`2�/'� Title: �o ✓ Date: jl�2L � 12 MHNet Specialty Services, LLC C. Name: � � Title: ��s S: c�� r�' 9— � t� Date: 1 1% 9� I Z_._ Attest: � �;�. ��� a � � Rosemarie Call City Clerk �-� ��OF Tp f��) � ���'� ,� � , .., �:c � ca ..,. ' �'� �Sl;' \ I A���