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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK A. Changes in Agreement. This Agreement may be amended at any time, without prior notice to any Member, by mutual written agreement executed by Administrator (through its duly authorized Representative) and Client (through its duly authorized Representative). The foregoing notwithstanding, Administrator may amend, including, if appropriate, by amending and restating, the then -applicable Exhibit A, which amended Exhibit A shall be effective absent Client providing notice of non-acceptance of such amended Exhibit A no later than forty-five (45) days following the date on which Administrator transmitted the applicable amendment. Until such time as the applicable amended Exhibit A is deemed accepted, Administrator may, at its sole option, withhold any and all rebates payments that might otherwise be due to Client. No employee, agent or other Representative of Administrator is authorized to amend or vary the terms and conditions of this Agreement or to make any agreement or promise not specifically contained herein or to waive any provision hereof other than by the means prescribed above in this Article VIIIA. B. Notices. Any notices to be given hereunder shall be deemed sufficiently given when in writing and (1) actually delivered to the Party to be notified or (2) placed in an envelope directed to the Party to be notified at the following addresses and deposited in the United States mail by certified or registered mail, postage prepaid: If to Administrator at: RxBenefits, Inc. Attn: Lauren Simmons 3700 Colonnade Parkway, Suite 600 Birmingham, AL 35243 If to Client at: Indian River County Board of County Attn: 1801 27th Street Vero Beach, Florida 32960-3365 United States Such addresses may be changed by either Party by written notice as to the new notice address given to the other Party as provided in this Article VIII.B. Client shall act as agent of its employees (and such employees' dependents, as and whenever applicable) to receive all notices to them hereunder and to notify the employees and their participating dependents affected thereby. It also shall be the responsibility of Client to notify all employees (and their dependents) of the expiration or termination of this Agreement by a Party pursuant to Article VI or otherwise. In the case of changes in, or termination of, the Agreement, notice to or by Client shall be deemed to constitute notice to all employees of Client and their dependents, and no finther notice need be given by Administrator to any employee or dependent in order to effectuate any change in, or termination of, this Agreement or the benefits or coverage provided for herein or made available hereby. C. Applicable Law; Venue; Consent to Jurisdiction; Arbitration. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Florida without regard to conflicts of law principles. The Parties agree that the exclusive venue for any action, suit, claim, counterclaim, cross-claim or otherwise with respect to this Agreement and/or the subject matter hereof that are not subject to the mandatory arbitration provision below shall be in the federal and state courts sitting in Indian River County, Florida (the "Florida Courts"), and each Party knowingly and voluntarily hereby submits and consents to the jurisdiction of said courts over such Party and hereby expressly waives and releases any and all defenses, claims or other rights or remedies it may have or may assert or allege to establish that jurisdiction or venue in the Florida Courts is in error, improper or otherwise invalid in any respect. As such, each Party agrees that any such Florida Courts shall have in personam jurisdiction over it and consents to service of process in any manner authorized by Florida law. Each Party further covenants not to sue the other Party (or such other Party's Representatives) in any court or jurisdiction other than the Alabama Courts. To the extent allowable by law, any dispute, controversy or claim arising out of or relating to this Agreement or the breach or termination hereof, or whether any claim for Losses asserted are arbitrable, shall be referred to and finally 13 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS