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EXHIBIT C Compensation 1. With respect to the Services listed in Exhibits A-1, a. As compensation for its provision of the Services, Keenan shall receive commissions from insurance carriers and/or other vendors for the placement of insurance coverage. Client shall have no responsibility for the payment of any such commission to Keenan; and b. Client acknowledges that commissions paid by insurers to Keenan that are directly related to the insurance coverage purchased by Client as part of the Plans may impact the pricing that Keenan is able to obtain for Client for such coverage. 2. As compensation for its provision of the Services listed in Exhibit A-2, Keenan shall receive two thousand dollars ($2,000.00) for wellness year. July 1, 2021 to June 30, 2022. Payment shall be due in full upon receipt of invoice and is non - cancellable. This amount is paid for Keenan's Services only. It is a separate and distinct amount from any amounts for third -party vendor products and/or services. In no instance shall the amount for Keenan's Services offset the amount for third -party vendor products and/or services, nor shall the amount for third -party vendor products and/or services offset the amount for Keenan's Services. 3. As Compensation for its provision of Services listed in Exhibit A-2-a for the first automatic renewal wellness year beginning Judy 1, 2022 —June 30, 2023, The estimated costs for provision of the KeenanWell consulting services to assist the City of Santa Ana in developing and implementing its health management program during the 12-month period of July 1, 2022 through June 30, 2023 are twenty-five thousand dollars ($25,000) as noted in Exhibit A-2-a with a further explanation of the costs of Keenan's Services and the costs of Third -Party Vendor Products and/or Services. Further, if an increase in services is requested, KeenanWell will provide an updated proposal of such applicable increase in compensation. 4. Should Keenan wish to alter or amend its compensation, Keenan shall provide written notice to the Client at least six (6) months in advance, no later than December 1 of the year preceding a change. All rate increases will be effective on July 1. 5. Fees for related services performed by outside parties (e.g. legal, printing, accounting, communications) shall be the responsibility of the Client. 6. Any balance owed by the Client that is not paid within thirty (30) days following the date on the invoice shall be deemed late. Interest on any late payment shall accrue as of the date of Keenan's original invoice at the rate of (a) one and a half percent (11/2 %) per month, or (b) Keenan & Associates— License #0451271 till Consulting Services Agreement (PM2) Confidential For Client Use Only Otev. 05/15/20) K 1vu Patin: 16 of 17