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s <br /> • <br /> MASTER SERVICES AGREEMENT <br /> THIS MASTER SERVICES AGREEMENT ("Agreement") is entered into and effective January 1, 2010 (the <br /> "Effective Date") by and between Administration Resources Corporation, a Minnesota Corporation with a <br /> principal business address of 11490 Xeon St. NW, Suite 200, Coon Rapids, Minnesota 55448, dba <br /> OptumHealth Financial Services, ("Plan Supervisor"), and City of Rancho Palos Verdes ("Plan Sponsor"), <br /> with a principal address of 30940 Hawthorne Blvd,Rancho Palos Verdes, California 90275. <br /> WHEREAS, Plan Supervisor, itself and through its affiliates, is engaged in business as a provider of high <br /> quality financial,recordkeeping and administrative products and services; and <br /> WHEREAS, Plan Sponsor desires to acquire from Plan Supervisor, and Plan Supervisor desires to provide to <br /> Plan Sponsor, certain products and services subject to the terms and conditions set forth herein in this <br /> Agreement. <br /> NOW, THEREFORE, in consideration of the promises and covenants contained herein and other good and <br /> valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties <br /> mutually agree to the following terms and conditions: <br /> 1. Services <br /> 1.1 Plan Supervisor Services. Plan Supervisor agrees to make available and perform, directly or through one <br /> or more of its affiliates, and Plan Sponsor agrees to accept those certain services identified in one or more <br /> schedules to this Agreement (collectively "Services"). Plan Supervisor will provide or make available such <br /> Services to Plan Sponsor in accordance with the terms and conditions of this Agreement and the applicable <br /> schedule (collectively"Schedule") and each Schedule executed by Plan Supervisor and Plan Sponsor shall be <br /> deemed to incorporate all of the terms and conditions of this Agreement. In the event that a provision in a <br /> Schedule conflicts with, waives, limits or releases a provision in this Agreement, the provision of this <br /> Agreement will prevail unless the Schedule specifically states that the provision in the Schedule will prevail. <br /> 1.2 Customized Services. During the Term of this Agreement,Plan Sponsor may request in writing that Plan <br /> Supervisor provide specific customized services ("Customized Services") or additional services ("Additional <br /> Services") that Plan Supervisor does not already offer or provide to Plan Sponsor, including requests for <br /> custom interfaces to its internal or operational systems. References to "Services" in this Agreement shall <br /> include Customized and/or Additional Services. Within thirty (30) days of the request, Plan Supervisor will <br /> respond in writing with an initial response based on the information provided by Plan Sponsor. Plan <br /> Supervisor will, in its sole discretion, determine whether it will provide the requested Customized and/or <br /> Additional Services. If Plan Supervisor elects to provide such Customized and/or Additional Services, the <br /> parties will mutually agree on a statement of work ("SOW"), the form of which will be provided by Plan <br /> Supervisor, which will, at a minimum: (a) detail the services to be provided and the term for which they are <br /> being provided; (b) the fees to be paid by Plan Sponsor to Plan Supervisor for such services; (c) any service <br /> level commitments to which the parties agree in connection with such services; and (d) any other terms and <br /> conditions to which the parties agree. Each SOW executed by Plan Supervisor and Plan Sponsor shall be <br /> deemed to incorporate all of the terms and conditions of this Agreement and in the event that a provision in an <br /> SOW conflicts with, waives, limits or releases a provision in this Agreement,the provision of this Agreement <br /> will prevail unless the SOW specifically states that the provision in the SOW will prevail. <br /> 1.3 Improvements and Modification of Services. Plan Supervisor reserves the right to upgrade, improve, <br /> modify or discontinue any Services provided or made available to Plan Sponsor hereunder and in any Schedule <br /> and SOW, including but not limited to, the improvement or modification of any Customized Services, <br /> Additional Services, facility, system, equipment, and personnel in connection therewith. Subject to the terms <br /> City of Rancho Palo Verdes 1-1-10 1 <br />