25A - AGMT FOR FLEX SPENDING - Laserfiche WebLink

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DocuSign Envelope 10: CFCE3443-EF37-4FD4-80CD-D85D559F77AE Administrative Firm created or received the record. The Contract Administrative Firm will deliver copies of such records to the Client or its designee within thirty (30) days of (a) termination of this Agreement, or (b) the Contract Administrative Firm's receipt of the Client's written request for the records. ii. The Contract Administrative Firm reserves the right to retain at its own expense, beyond the period defined in Section 4(m)(i), digital files containing records it created or received pursuant to this Agreement, subject however to the express provisions of Section 4(g), Confidentiality, and, to the extent such digital files contain PHI, the provisions of the Business Associate Agreement regarding maintenance of PHI when return or destruction of such PHI is infeasible. Ill. The requirements of this subsection shall survive termination of this Agreement and shall remain in effect for so long as the required period of record maintenance lasts. Standard of Care. The Contract Administrative Firm will use reasonable care and due diligence in the performance of the duties contained in this Agreement, including the selection and retention of subcontractors and agents engaged by Contract Administrative Firm to assist in performance of its duties under this Agreement. It shall not be considered a breach of this Agreement if the Contract Administrative Firm refuses to perform services generally required under this Agreement if the manner in which the Client requires such services to be performed is inconsistent with the Contract Administrative Firm's standard of care, or requires material changes to the Contract Administrative Firm's existing operating procedures. o. Subcontractors and Agents. The Contract Administrative Firm will ensure that the Standard of Care as outlined in Section 3(n), and the privacy and security duties under HIPAA (as amended by HITECH) that are outlined in Section 3(g)(iii) are upheld by any subcontractor or agent engaged for the purpose of providing services as outlined in Section 1 and will further ensure that any such subcontractor or agent will comply with applicable terms of this Agreement, including without limitation, Section 3(g). Disclosure of subcontractor or agent relationships in existence as of the Effective Date or later will be made by the Contract Administrative Firm upon the written request of the Client. p. Survival. Notwithstanding any provision herein to the contrary, the Parties' obligations under Sections 3(g) and 5 shall survive termination of this Agreement. q. Warranties. No representations or warranties have been provided by any Party to this Agreement except as specifically set forth in this Agreement. r. Venue in the Event of Legal Dispute. Should either Party institute legal action to enforce its rights under this Agreement, the venue shall be in San Diego County, State of California, and the prevailing party in such action shall be entitled to recover reasonable attorney's fees and costs. 4. No Trust Created. Notwithstanding any provision herein to the contrary, the Contract Administrative Firm and the Client agree and acknowledge that any funds submitted by the Client or any other individual or entity to the Contract Administrative Firm in accordance with this Agreement: (1) are and shall remain the general assets of the Client; (2) are not "plan assets" within the meaning of ERISA, without regard to whether ERISA applies to the reimbursement accounts at issue; (3) were never held in an account, fund or trust bearing the name of a Client component reimbursement a AGUE „. �"',"" City of Santa Ana Spending Account Administrative Services Agreement Client initials: PEPM17 Page 15 25A-17