25A - AGMT FOR FLEX SPENDING - Laserfiche WebLink

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DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE Administrative Firm suspends services for nonpayment by the Client, provided that the Contract Administrative Firm provides written notice of such suspension to the Client and the Client fails to pay fees in arrears as set forth is Exhibit A, by the required due date. The Client is considered to have reached "nonpayment" status 30 days after written notice is provided outlining applicable administrative fees and payment for such fees has not been made. The Contract Administrative Firm will provide written notice if the Client is in "non-payment" status outlining a minimum fifteen (15) day cure period before suspending future services as outlined herein. h. The Parties' Respective Rights and Obligations Upon Termination. i. In the event of termination of this Agreement, the Contract Administrative Firm will place a stop payment on all participant reimbursements that have not cleared within thirty (30) days of the termination date. All funds associated with the stop payment (minus processing fees as outlined in Exhibit A) will be returned to the Client within sixty (60) days of the termination date. Further, the Contract Administrative Firm will forward a written report outlining all reimbursements still owed to the Participant as a result of this activity so that payment can be processed by the Client or the Client's designee. ii. In the event of termination of this Agreement, and upon request by the Client, the Contract Administrative Firm will assist in a smooth transition of services and records to the Client or its designated service provider, provided that such documentation complies with the Contract Administrative Firm's current written report format or electronic file specifications and, solely with regard to Client's reimbursement accounts listed on Exhibit B that comprise "group health plans" for purposes of compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as amended by the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 ("HITECH), subject to the provisions regarding retained "Protected Health Information" or "PHI" (as defined in the Parties' Business Associate Agreement), and including, as used herein, electronic PHI or "ePHI") in the Parties' Business Associate Agreement. iii. If the Contract Administrative Firm performs any post -termination services pursuant to this Agreement, the Client agrees to pay the Contract Administrative Firm fees or other charges on the same basis as if the Agreement had continued in effect for the period during which such services are performed. 3. Miscellaneous -Definitions a. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. b. Assignability. This Agreement and the rights, benefits, privileges, duties and responsibilities of the Parties hereto may not be assigned by any Party hereto without the prior written consent of the other Party hereto. c. Audits. The Contract Administrative Firm agrees that the Client and its representatives shall have the right, upon reasonable written notice, to conduct audits of the Contract Administrative Firm relating to the provision of services set forth in this Agreement at the Client's expense. Audits shall be performed during normal working hours. Fees d - /GDE \I I�IIMSIf1\11\I. SI II\I114 City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 12 25A-14