Vera Whole Health 6/7/2019 - Laserfiche WebLink

RNielsenAeverettwa.gov,and MPalacios(everettwa.gov. Failure of the Employer's Finance Director or Employer's designee to respond to a proposed change order within three business days after submission will be deemed approval. Notwithstanding the above, Employer agrees that the preceding approvals will be expedited to the best of its ability but in any case agrees to provide responses within three business days after receiving the related information from Vera. The intent of the parties is to avoid any delay in the Services Commencement Date due to the requirement of these approvals. (b) Other Start-Up Expenses. Other Start-Up Expenses, which are in addition to tenant improvements and which will commence as of the date of this Agreement, are estimated as stated in Exhibit D to this Schedule 2. These Start-Up Expenses will be invoiced by Vera during the month immediately following the month in which the costs or charges were incurred. Employer shall pay each invoice under the same terms as stated in Section 5 below. The parties agree that the costs stated in Exhibit D to this Schedule 2 are estimates only. Employer's obligation to reimburse Vera for Start-Up Expenses on Exhibit D are subject to the following: 1. Employer's obligation to reimburse Vera shall be based on actual cost incurred without mark-up. Unless specifically provided otherwise in Exhibit D, Start-Up Expenses are only expenses for which Vera pays to others and do not include internal expenses, such as administrative overhead and costs of Vera staff time. 2. The parties expressly acknowledge and agree that the total Exhibit D estimate will be exceeded by the actual costs by ten percent(10%) or more, Vera shall obtain Employer's HR Director's written pre-approval prior to making any further expenditures,which approval will not be unreasonably withheld. Employer has no obligation to pay any such excess expense without such written pre-approval. 3. Vera will provide to Employer(or Employer's designee)all back-up information reasonably requested by Employer necessary to verify that the amounts invoiced as Start-Up Expenses are amounts equal to the amounts actually incurred by Vera. 3. Repair, Replacement and Maintenance. During the Term, Employer shall reimburse Vera as Reimbursable Charges in accordance with Section 2 of this Schedule for the reasonable cost of repair, replacement and maintenance of all equipment and devices used to provide the Services. However,for any cost of repair,replacement or maintenance that is individually more than$1,000 or in aggregate more than $5,000 Vera shall obtain prior written approval from Employer's HR Director,which will not be unreasonably withheld. 4. Annual Increases For Services. By written notice to Employer given no later than sixty(60) days prior to the end of each anniversary of the Services Commencement Date during the Term,Vera shall have the right to increase the Admin PPPM Fee for the following year under the Agreement in order to compensate Vera for additional incurred costs;provided however,in no case shall the Admin Schedule 2, Page 8