2007-12-12 CC Packet - Laserfiche WebLink

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9. Resignations. If at any time Servioe Provider resigns as Trustee with respecllo any or aD HSAs, Service Provider may at leasl 60 days prior to such resignation give Employer written notice and Employer shall promptly distribute such notice to all affected HSA ONners as provided in the HSA Plan and in a form and content satisfactory to the Trustee. Trustee shall continue to perfonn such duties and obligations and to exercise its rights with respect to such HSAs until its resignation takes effect and the HSA assets have been transferred to a successor Custodian or Trustee. 10. Representations of Authority. The undersigned hereby represents and warrants that he or she has been duly authorized by the Board of Directors of Employer to sign this agreement. 11. Amendment and Termination. This Agreement may be amended by written agreement of the parties at any tme. This Agreement shall continue in effect unless or untU terminated by either party upon 60 days' written notioe to the other party. 12. NotIces. Notices to the Service Provider shall be directed and mailed as follows: Wells Fargo Heaith Benefd Services P.O. Box 45600 Sait Lake City, UT 84145-0600 Attn: H8S Transition Notices to Employer shall be directed and maUed as follows: City of Centerville HSA Administrator 1880 Main St Centerville, MN 55038 13. Service Provider. Servioe Provider is authorized to accept directions and/or data transmitted to the Service Provider through the fonawing means by authorized representatives, including duly appointed third parties, of the Account listed below. 13.1 Facsimile Transmissions. The Service Provider is authorized to act on written direction conveyed by facsimile transmission, notwithstanding the fact that such direction does not bear an original authorized signature, provided the direction acted upon: (i) appears to be signed by a person(s) entitled to give binding instructions to the Service Provider, and (ii) is consistent with the established authority of such person(s). 13.2 EledronlcDlrecttonfOata Transmissions:. The Service ProvideiiSauthoriZedto aCt on writiendirections or data transmissions conveyed by electronic mail or other electronic means nolvvflhstanding the fact that such directions or data do not bear an authorized signature, provided the directions or data acted upon: ~) appear to have been sent from the computer of a person(s), or by a person(s), entitled to give binding directions to the Service Provider, and (ii) are consistent with the established authority of such person(s). 13.3 Acknowledgement. The undersigned acknowledges its responsibility for the accuracy and completeness of the facsimile. electronic direction and electronic data transmissions it submits to the Service Provider, including facsimile or electronic direction/data transmissions from duly appointed third party agents, and is solely responsible for any adverse consequences that may result from errors or ineccuracies caused by the quality of such facsimile or electronic direction/data transmissions. The Service Provider may fully rely on any facsimile or electronic direction/data transmission received, and shall have no obligation to review it or verify its accuracy. The undersigned understands the risk associated with communicating time sensitive matters, such as trade directions, by facsimile or electronic means and acknowledges that, if it elects to do so, the Service Provider will act within a reasonable time of receipt of the facsimile or electronic direction/data transmission by the person(s) to whom it was sent. The undersigned further acknowledges that directions and data provided under this agreement may be less confidential than directions and data transmitted by other methods. The Service Provider shall not be liable for any loss of the confidentiality of directions and data prior to receipt by the Service Provider. 13.4 Indemnity. The undersigned, as qualified representative of the Account, agrees to indemnify and hold harmless Service Provider, its agents, affiliates, successors and assigns from and against any liability, claim, loss or expense it may directly or indirectly incur as a result of its good faith efforts in follcwing facsimile or electronic direction/data transmissions and/or any action or inaction of the Service Provider based on such facsimile or electronic direction/data transmissions received from authorized parties, including duly appointed third parties, regarding this Account. This authorization shaa continue in effect until revoked or amended in a writing delivered to the Service Provider. However, the indemnity for any actions taken by the Service Provider based on facsimile or electronic direction/data transmissions received wh~e this agreement was in effect shall survive tha cancellation of this agreement and the termination of the Account. 14. Dispute Resolution. The parties shall cooperate In good faith to resolve any and all disputes (each, a "Dispute") that may arise under or in connection with this Agreement. The existence or resolution of any Dispute as to a matter shail not reduce or otherwise affect the payment or performance by Employer or Custodian of their obligations under this Agreement as to any other matter, unless pursuant to the terms of any such resolution. Employer and Service Provider shall attempt in good faith to resolve any Dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the oontroversy and who are at a higher level of management than the persons wlh direct responsibnity for administration of this Agreement. Either party may give the other party \Witten notice of any Dispute nol"resolved In the normal course of bustness. Within fifteen (1 S) days after delivery of the notice, the receiving party shan submit to the other party a written response. The notice(s) and the response(s) shali each include (i) a statement of each party's position and a summary of arguments supporting that position, and (n) the name and title of the executive who will represent that party and of any other person who win accompany the executive. IMthin thirty (30) days after delivery of the disputing party's notice(s), the executives of the parties subject to the dispute shaD meet at a mutualiy acceptable time and place, and thereafter as often as they reasonably deeni necessary to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other win be honored. If the matter has not been resolved within sixty (60) days of the disputing party's notice, or if the perties fail to meet within thirty (30) days, either Party may submit the controversy or claim for arbitration in the manner set forth in Section 15. 15. Arbitration. If the parties are unable to resolve any Dispute as contemplated by Section 14 of this Agreement, such Dispute shan be resolved by binding arbitration in accordance with the terms of this Section as set forth below. Any party may by summary proceedings, bring an action in court to compel arbitration of a Dispute. Any party who fails or refuses to submit to arbitration following a lawful demand by any other party shan bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. HSA Administrative Agreement Page 2 hJ-,