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<br />15.1 GovernIng Rules. Arbitration proceedings shall be administered by the American Arbitration Association ('AAA, or such other administrator as the parties shaD
<br />mutually agree upon. Arbitration shal be conducted in accordanca with the AAA Commercial Arbitration Rules. If there is any inconsistency betNeen the terms hereof and
<br />any such rules, the terms and procedures set forth herein shag control. AI Disputes submitted to arbitration shall be resolved in accordanca with the Federal Arbitration Act
<br />(Tdle 9 of the United States Code). The arbitration shall be conducted at a location in Minnesota selected by the AAA or other administrator. All statutes of limitation
<br />applicable to any Dispute shan apply to any arbitration proceeding. AI discovery activities shan be expressly Bmited to matters di"ectly relevant to the Dispute being
<br />arbitrated. Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction; provided however, that nothing contained herein shall be
<br />deemed to be a waiver, by any party that is a bank, of the protections afforded to . under 12 U.S.C. S910r any similar applicable state law.
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<br />152 No Waiver; PrOvisional Remedies. No provision hereof shall limit the right of any party to obtain provisional or ancillary remedies, including without limitation
<br />injunctive re6et, attachment or the appointmerd of a receiver, from a court of competent jurisdiction before, after or during the pendency of any arbitration or other proceeding.
<br />The exercise of any such remedy shall not waive the right of any party to compel arbitration or reference hereunder.
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<br />15.3 Arbitrator Qualifications and Powers; Awards. Arbitrators must be active members of the Minnesota State Bar or retired judges of the state or federal judiciary of
<br />Minnesota, wih expertise In the substantive laws applicable to the subject matter of the Dispute. Each party shal select an Arbitrator, and each party's selected Arbitrator
<br />shall then choose the presiding Arbitrator. Arbitrators are empowered to resolve Disputes by summary ruUngs in response to motions filed prior to the final arbitration
<br />hearing. Arbitrators (I) shall resolve all Disputes in accordance with the substantive law of the state of Minnesota, (10 may gram any remedy or relief that a court of the slate
<br />of Minnesota could order or grant within the scope hereof and such ancillary relief as is necassary to make effective any award, and (Iii) shall have the power to award
<br />recovery of all costs and fees, to impose sanctions and to take such other actions as they deem necessary to the same extent a judge could pursuant to the Federal Rules of
<br />CivU Procedure, the Minnesota Rules of Civil Procedure or other applicable law. Any dispute in which the amount in controversy is $5,000,000 or less shall be decided by a
<br />single arbitrator who shall not render an award of greater than $5,000,000 (including damages, costs, fees and expenses). By submission to a single arbitrator, each party
<br />expressly waives any right or claim to recover more than $5,000,000. Any Dispute in which the amount in controversy exceeds $5,000,000 shall be decided by majority vote
<br />of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in an hearings and deliberations.
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<br />15.4 Judicial Review. Notwithslanding anything herein to the contrary, in any arbitration in which the amount in controversy exceeds $5,000,000, the arbitrators shall be
<br />required to make Specif"lC, written findings of fact and conclusions of law. In such arbitrations (0 the arbitrators shall not have the power to make any award which is not
<br />supported by substardial evidence or which is based on legal error, (i1) an award shall not be binding upon the parties unless the findings of fact are supported by substantial
<br />evidenca and the conclusions of law are not erroneous under the substantive law of the state of Minnesota, and (Iii) the parties shall have in addition to the grounds referred
<br />to in the Federal Arbitration Act for vacating, modlying or correcting an award, the right to judicial review of (A) whether the findings of fact rendered by the arbitrators are
<br />supported by substantial evidence, and (B) whether the conclusions of law are erroneous under the substantive law of the slate of Minnesota. Judgment confirming an
<br />award in such a proceeding may be entered only if a court determines the award is supported by substantial evidence and not based on legal error under the substantive law
<br />ofthe state of Minnesota.
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<br />15.5 Damages. The arbitrator(s) wil have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be
<br />required by statute. The arbitratores) shaH not award consequernial damages in any arbitration initiated under this Section. Any award In an arbitration under this Section
<br />shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount.
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<br />15.6 Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within
<br />180 days of the fjing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disciose the existence. content or results thereof, except for
<br />disclosures of information by a party required in the ordinary course of its business, by applicable law or regulation, or to the extent necessary to exercise any judicial review
<br />rights set forth herein. This arbitration provision shall survive termination, amendment or expiration of this Agreemerd or any relationship between the parties.
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<br />16. Governing Law. Except to the extent that (ederal tax laws apply or as otherwise specifically set forth in Section 16, this Agreement and all transactions hereunder shaM be
<br />governed by and construed in accordance with the laws of the State of Minnesota.
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<br />17. Resolution of Conflict. If there are any conflicting provisions between this Agreement and the HSA Plan with respect to which the Service Provider is a party, the terms of the
<br />HSA Plan shall prevail.
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<br />18. Assign ability. Employer may not assign its interest in this Agreement to any other person, except as expressly consented to in writing by Service Provider.
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<br />19. Invalidity. If any provision of this Agreement shall be heid invalid or unenforceable, such holding shall not affect the vaUdity or enforceability of any other provisions thereof, all of
<br />which other provisions shall in such case remain in full force and effect.
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<br />20. Binding Effect. This Agreement shal be binding on the successors of the parties hereto.
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<br />IN WITNESS WHEREOF, the parties hereto have executed this Agreemerd effective as ofthe day and year fjrst written above.
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<br />EMPLOYER SERVICE PROVIDER
<br />City of Centerville Wells Fargo Bank, National Association
<br />By By
<br />X
<br />Title Title
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<br />HSA Administrative Agreement
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<br />Page 3
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