25A - AGMT FOR FLEX SPENDING - Laserfiche WebLink

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DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-085D559F77AE Protected Health Information, the terms of the Business Associate Agreement will control to the extent necessary for full compliance under HIPAA. h. Construction and Severability. The captions of this Agreement and its paragraphs and subparagraphs are for the convenience of the Parties only and shall not be taken in account in the construction and interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other gender, the singular may include the plural, and vice versa as the context may require. The terms of this Agreement are severable; should any portion of this Agreement be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement and this Agreement shall be construed and interpreted as though such invalid or unenforceable provision was not contained herein. i. Force Majeure: Neitherthe Contract Administrative Firm nor the Client will be deemed to be in default of this Agreement, nor held responsible for, any cessation, interruption or delay in the performance of its obligations to provide such services hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of its business from the Contract Administrative Firm's vendors or other parties, including Intranet or Internet access, or any change in or the adoption of any law, judgment or decree (each, a "Force Majeure Event"). In the event that a Force Majeure Event prevents the Client or its designee from making a payment when due, the Contract Administrative Firm shall be excused from performance under this Agreement from the date on which such payment becomes delinquent until the date on which such payment is made. j. Independent Contractor. The Contract Administrative Firm's relationship with the Client is that of independent contractor and nothing in this Agreement shall be construed as creating the relationship of employer or employee between the Client and officers, employees, or agents of the Contract Administrative Firm or the relationship of a partnership orjointventure between the Parties. k. Modifications. This Agreement may not be modified or amended except by the Parties to this agreement by means of written modification or amendment of this Agreement or their legal successors in interest. 1. Notices. All notices required hereunder shall be in writing and provided by electronic mail and will be considered received as of the date of the electronic transmission. Notices to the Client shall be sent to the daily contact on file with the Contract Administrative Firm. Notices to the Contract Administrative Firm shall be sent to the daily contact on file with the Client. Both Parties agree that they are responsible for ensuring that such Notices are forwarded to the appropriate internal personnel for handling. If additional information is needed to take action related to a Notice, a request must be made in writing outlining all specific requirements and instructions and provided by electronic mail. m. Recordkeeping. i. The Contract Administrative Firm shall maintain records it creates or receives pursuant to this Agreement, including but not limited to notifications, correspondence and other records, for the lesser of (a) the Term of this Agreement or (b) seven (7) years following the date that the Contract a City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 14 25A-16