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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK require the payment of additional charges as set forth in the Client Application (collectively, the "Program Fees") and (b) a portion of any such Program Fees paid by Client may be retained by Administrator. E. Client acknowledges and understands that PBM, through its contractual arrangement with Administrator, guarantees certain Rebates as set forth in the Client Application. The Parties further acknowledge and understand that no Rebates or similar discounts or payments will be paid to the Parties with respect to any Prescription Drug Claims reimbursed on a unit basis by Medicaid agencies or other federal or state healthcare programs. F. Client acknowledges and is aware that Administrator, pursuant to its contractual agreement with PBM, (i) is paid by PBM an administrative services credit payment per mail and retail Prescription Drug Claim administered by Administrator on behalf of each Member in the Plan (the "PBM Service Credit"); and (ii) may also receive from PBM a one-time per Member implementation and marketing credit payment designed to reimburse Administrator for actual expenses and out-of-pocket costs incurred by Administrator to market and implement PBM products and services and transition Client (and its Members) to PBM's benefit offerings (the "Implementation Credit"). It shall be Administrator's responsibility to obtain and collect such PBM Service Credit and the Implementation Credit directly from PBM and Client shall have no responsibility (payment or otherwise) with respect to such credit due to Administrator. The Parties acknowledge and agree that (1) Administrator shall be responsible for any and all transition and implementation costs it incurs (exclusive of any Implementation Credit received by it as described above) with respect to the marketing and transition of Client (and its Members) to benefit offerings administered by Administrator for Client, and (2) Client shall be responsible for any and all transition and implementation costs it incurs with respect to the transition and implementation of such benefit offerings (e.g., Client's Human Resources Department's work, legal work on the Plan to update Plan documents, etc.). To the extent applicable to the Parties, it is the Parties' intention that, for purposes of the Federal Anti -Kickback Statute and any required government reporting, the PBM Service Credit and Implementation Credit shall constitute and shall be treated by Administrator and Client as a discount against the price of drugs within the meaning of 42 U.S.C. § 1320a-7b(b)(3)(A). By executing this Agreement, each of Administrator and Client hereby agrees that the Administrator and PBM are warranting that the PBM Service Credit and any Implementation Credit shall be so treated and reported, as and to the extent applicable to each such Party. G. Client acknowledges that Administrator may, in its sole discretion, compensate brokers and/or third -party consultants from monies received or due to be received by Administrator. ARTICLE V — LATE PAYMENT A. If the Prescription Charges for Prescription Drug Claims, the Transaction Fees, the Program Fees, or any other amounts due under this Agreement are not paid by Client and received by Administrator by the due date of the applicable invoice, then Client shall pay Administrator a service charge equal to five percent (5%) (or the maximum amount allowable under applicable law if such amount is less than five percent (5%)) of all then past due amounts. In addition to such service charge, any past due amounts (inclusive of service charges) will incur interest beginning on the due date and continuing thereafter until fully paid at a rate of ten percent (10%) per annum (or the maximum amount allowable under applicable law if such amount is less than ten percent (10%)). B. Furthermore, if payment of the Prescription Charges for Prescription Drug Claims, the Transaction Fees, the Program Fees, or any other amounts due under this Agreement are not received by the due date of the applicable invoice, Administrator may, at its option, provided that Administrator has provided Client with written notice of such payment deficiency and five (5) business days to cure such deficiency, cease or suspend the provision of administrative services provided by Administrator under this Agreement, and deactivate all prescription drug cards issued to the Members. Consult Article VI for Administrator's option and right to terminate this Agreement at any time if Client fails to make full and timely payment of such charges and fees (including any applicable service charges and interest) to Administrator. C. If at any time Administrator reasonably determines that Client may have difficulty meeting its financial commitments under this Agreement, Administrator may request from Client financial information, reasonable 10 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS