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HomeMy WebLinkAbout17-1106 Fifth Third Bank HSA Services FIFTH THIRD BANK HSA SERVICES AGREEMENT This HSA Services Agreement ("Agreement") is hereby made and entered into this l_9 day of N o J c-w41W, 2017, ("Effective Date") by and between FIFTH THIRD BANK, an Ohio banking corporation, located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 ("Fifth Third") and The City of Elgin, an Illinois municipal corporation, located at 150 Dexter Court Elgin, IL 60120 ("Employer"). 1. Fifth Third HSA Account Services. (a) Fifth Third has agreed, through itself, its affiliates, and third party service providers'(collectively "Fifth Third") to act as the custodian of health savings accounts ("HSA"), and provide certain related debit card and other administrative services as set forth in attached Schedule A (collectively "HSA Account Services") to individuals employed by the Employer ("Employees") who: (i) are participants in a high deductible health plan ("HDHP"), as defined under Section 223 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) wish to establish an HSA, and (iii) designate Fifth Third to serve as the custodian and recordkeeper for their HSA. Employees who enroll in a Fifth Third HSA are referred to herein as "Account Beneficiaries" and their accounts are referred to as "HSA Custodial Accounts." (b) Employees who desire to establish an HSA Custodial Account must execute Fifth Third's then current HSA Custodial Account Agreement ("Custodial Account Agreement"). (c) Fifth Third shall have absolute discretion with respect to whether and under what circumstances it shall establish, administer, suspend and/or terminate an HSA Custodial Account or any transaction in connection therewith. Except as expressly set forth in this Agreement, an applicable Custodial Account Agreement, or as may be required by applicable law, Fifth Third shall have no responsibility with respect to contributions paid by Employer, Account Beneficiaries or other contributors or transferors to the HSA Custodial Accounts, other than to receive the contributions paid or transferred to Fifth Third and allocate them among the HSA Custodial Accounts in accordance with instructions received from the Employer. Fifth Third shall have no obligation to take affirmative actions to collect monies paid as contributions, such as, for example, to pursue a check from Employer or an Account Beneficiary or other contributor or transferor that does not clear. To the extent that the allocation instructions provided to Fifth Third with respect to contributions are ambiguous -to Fifth Third, Fifth Third shall undertake reasonable steps to obtain additional information to clarify the ambiguity. In the event that Fifth Third does not promptly receive information sufficient to clarify the ambiguity, Fifth Third in its discretion may take such acts as it deems appropriate with respect to such contributions, including, without limitation, returning the contributions to Employer. (d) Fifth Third shall be entitled to rely on any information or instructions from Employer, Account Beneficiaries or any other third party retained or acting on behalf of or for the benefit of any of them, and shall have no obligation to verify or confirm the accuracy or completeness thereof, and shall have no responsibility for any actions or inactions taken in accordance with any such instructions received by Fifth Third. (e) Fifth Third and Employer shall each comply with all federal, state and local laws and regulations applicable to its performance under this Agreement. 2. HSA Custodial Accounts. (a) It is agreed that the Account Beneficiary shall be the account holder of(with an ownership interest in) the HSA Custodial Account established with Fifth Third. It is further agreed that Employer shall not be the account holder or have any ownership interest in the HSA Custodial Accounts, nor shall Employer be a party to any contract or agreement between Fifth Third and the Account Beneficiary, including but not limited to Custodial Account Agreements. (b) The assets in the HSA Custodial Accounts shall be invested in accordance with the provisions of the applicable Custodial Account Agreement. Fifth Third may, in its discretion, make available to Account Beneficiaries the ability to invest the monies in their HSA Custodial Accounts in such other investment options as are permissible by law. (c) With respect to any investment options that are made available to Account Beneficiaries under their Custodial Account Agreements, the decision with respect to the manner m which the HSA Custodial Account assets are invested shall be made solely by the Account Beneficiary. Additional agreements may be required of Account Beneficiaries before they can invest in the investment options that may be made available to Account Beneficiaries in addition to the interest bearing demand deposit account. (d) Employer acknowledges and agrees that: (i) Fifth Third has no authority or control over HSA Custodial Accounts, except as expressly provided in the Custodial Account Agreements between Fifth Third and Account Beneficiaries; (ii) Fifth Third is not a fiduciary with respect to HSA Custodial Account assets or administrator, plan sponsor, trustee or a fiduciary of any HDHP or other employee benefit plan; (iii) Fifth Third has no obligation to confirm or verify that Account Beneficiaries are eligible to establish HSAs in accordance with Section 223 of the Code; i (iv) Fifth Third is not responsible or liable for verifying or determining that any direction or instruction of Account Beneficiaries complies with or satisfies any legal, regulatory or accounting requirement applicable thereto, including whether distributions out of an Account Beneficiary's HSA are for qualified medical expenses; (v) Fifth Third is not obligated to confirm or verify that the HDHP satisfies the requirements of Section 223 of the Code; and (vi) Fifth Third has no obligation to ensure that contributions to an Account Beneficiary's HSA do not exceed the maximum annual contribution limit. 3. Employer Obligations. (a) Employer represents and warrants that the group health plan sponsored and maintained by Employer pursuant to which medical coverage is provided to Account Beneficiaries will be, at all times relevant to this Agreement, an HDHP, in accordance with Section 223 of the Code. Employer agrees that it will comply with all of its obligations under Section 223 of the Code and other applicable laws in connection with or related to the HSA Custodial Accounts. (b) It is the intention and understanding of the parties hereto that the HSA Custodial Accounts do not constitute employee benefit plans; and that the assets held in the HSA Custodial Accounts are not plan assets subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA"). Employer acknowledges and agrees that at all times relevant to this Agreement, participation in HSAs by Employees shall be completely voluntary; and Employer shall not: (1) limit the ability of Account Beneficiaries to move monies in their HSAs to another HSA (except to the extent of restrictions imposed or permitted by the Code); (ii) impose any conditions on the utilization of HSA Custodial Account monies beyond those permitted by the Code; (iii) represent or advise that the HSAs are an employee welfare benefit plan established or maintained by the employer; or (iv) receive any payment or compensation in connection with an HSA. Employer agrees that it will advise Fifth Third as soon as practicable in the event that it becomes aware of any facts or has reason to believe that the HSA Custodial Accounts may be subject to ERISA. Employer understands and acknowledges that Fifth Third is not responsible for any aspect of ERISA's participation, vesting, funding, reporting, disclosure, fiduciary requirements or any other obligation that might apply to the extent such HSAs are deemed to be subject to ERISA. I (c) In order to enable Fifth Third to fulfill its obligations to establish and maintain a Customer Identification Program ("CIP") pursuant to the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act and all other applicable anti-money laundering laws, now or hereafter existing, and all regulations promulgated pursuant thereto, as well as all rules, rulings, interpretations, advisories, orders, decrees, guidelines, interpretations and applications thereof, Employer shall follow those CIP procedures Fifth Third specifies from time to time. (d) Employer shall not be entitled to recoup any contributions made by it to an HSA Custodial Account, except for correction or errors and related adjustments which may be processed at Fifth Third's discretion. (e) Employer shall provide Fifth Third with such documents, instructions, and information at such times and in such form and manner as may be requested by Fifth Third in order for Fifth Third to provide the HSA Custodial Accounts and to ensure compliance with any laws, regulations or statutes applicable to Fifth Third or the HSA Custodial Accounts. Employer acknowledges that any delay in providing such documents, instructions and/or information to Fifth Third may result in a delay or preclude Fifth Third from being able to provide the HSA Account Services. (fl Employer shall be responsible for the performance of services under this Agreement by subcontractors, agents and representatives to the same extent as though such services were performed by Employer pursuant to this Agreement. (g) Employer agrees, to the extent possible to assist Fifth Third in the collection and verification of Employee information necessary for the opening, maintenance and reporting of Employee HSAs. 4. Information and Data Transmittal. Fifth Third is authorized to accept directions and/or data transmitted to Fifth Third through the following means by Employees, or by the Employer or its authorized representatives: (a) Fifth Third is authorized to act on written direction or data transmissions conveyed by facsimile transmissions, electronic mail or other electronic means notwithstanding the fact that such directions or data do not bear an authorized signature, provided the directions or data acted upon: (i) appear to have been sent from the computer of a person, or by a person, entitled to give binding directions to Fifth Third, and (ii) are consistent with the established authority of such persons. (b) Employer understands the risk associated with communicating time sensitive matters, such as trade directions, by facsimile or electronic means and it acknowledges that, if it I elects to do so, Fifth Third will act within a reasonable time of receipt of the facsimile or electronic direction/data transmission. The Employer further acknowledges that directions and data provided under this Agreement may be less confidential than directions and data transmitted by other methods. Fifth Third shall not be liable for any loss of the confidentiality of directions and data prior to receipt by Fifth Third. (c) Fifth Third may rely fully on any facsimile or electronic transmission received by it, and shall have no obligation to review or verify its accuracy. 5. Fees. Fifth Third may include in the Custodial Account Agreements with Account Beneficiaries (to the extent consistent with applicable law) provisions authorizing and/or requiring that the Account Beneficiaries authorize and direct Fifth Third to debit the Account Beneficiaries' HSA Custodial Accounts for the fees payable by the Account Beneficiaries to Fifth Third. Employer may pay the fees otherwise payable by the Account Beneficiaries' pursuant to the Custodial Account Agreements. The current fees are set forth on Schedule B, attached hereto and incorporated herein by reference. Fifth Third may change such fees at any time without notice to Employer. 6. Intellectual Property. Neither party shall have the right to use any of the trademarks, service marks, logos or other indicia of origin, of the other party unless the party owning such names or mark(s) expressly consents in writing to such use. All software, materials, information, processes, and products, including the Fifth Third websites and the contents thereof, used by Fifth Third to perform services under this Agreement, all modifications made thereto, and Fifth Third's work records are Fifth Third's or its third party licensors' proprietary information. 7. Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, neither Fifth Third nor Employer nor their respective affiliates shall, under any circumstances, be liable to the other or their respective affiliates or any other party for any consequential, incidental, indirect, punitive, exemplary, special or similar damages of any kind or nature whatsoever (including damages relating to loss of profits, income, goodwill, or data), even if Fifth Third or Employer or their respective affiliates have been apprised of the likelihood of such damages occurring. 8. Indemnification. Employer hereby agrees to hold harmless and indemnify Fifth Third, and Fifth Third's agents, affiliates, successors and assigns for and against any and all liabilities, claims, costs, and damages of any nature (excluding any related legal fees) arising out of or relating to any liability, claim, costs, expenses or damages that may directly or indirectly be incurred as a result of Fifth Third's good faith efforts in following facsimile or electronic direction/data transmissions received from Employer or its representatives and/or any reasonable action or inaction of Fifth Third based on such facsimile or electronic transmissions received from Employer or its representatives regarding the HSA Custodial Accounts or any breach of this Agreement by Employer. This section does not apply to any cost or damage attributable to Fifth Third's gross negligence or intentional misconduct. In addition, to the extent that Employer's logo, name, slogan or other intellectual property ("Employer Intellectual Property") is utilized by Fifth Third on a website, in marketing materials or otherwise, Employer hereby agrees to indemnify, hold harmless and defend Fifth Third, and Fifth Third's agents, affiliates, successors and assigns for and against any and all liabilities, claims, costs, expenses, and damages of any nature (including any related legal fees) arising out of or relating to any liability, claim, costs, expenses or damages that may directly or indirectly be incurred as a result of the infringement or misappropriation, or alleged infringement or alleged misappropriation, of any third party intellectual property or other rights to the extent that such infringement or misappropriation is attributable to the Employer Intellectual Property. 9. Termination of Agreement. (a) This Agreement shall be effective as of the Effective Date and shall continue in effect thereafter until terminated in accordance with this Section. Either party may terminate this Agreement without cause upon 90 days advance written notice to the other party. Notwithstanding the foregoing, Fifth Third and Employer may terminate this Agreement at any time with the express and mutual agreement of both parties. (b) Notwithstanding subsection 9(a) above, Fifth Third may terminate this Agreement immediately, and without prior written notice, if any of the following occur: (i) Fifth Third determines, in its sole discretion, that any of the HSAs established under this Agreement may be subject to ERISA; (ii) Employer breaches any of the terms and conditions in this Agreement or any other agreement it has with Fifth Third; (iii) Employer, voluntarily or involuntarily, becomes the subject of any bankruptcy, insolvency, reorganization or other similar proceeding; or (iv) Employer experiences a material adverse change in its financial condition or its ability to perform its obligations under the terms and conditions in this Agreement. (c) Upon termination of this Agreement, Fifth Third shall be entitled to payment for all services rendered through the date of termination, and Employer and Fifth Third shall promptly discontinue the use and distribution of the names, advertisements, literature, brochures, trademarks, and other materials in any medium that refer to the party or suggest that this Agreement is still in effect. (d) The termination of this Agreement will not result in the termination of any existing HSA Custodial Accounts established by Account Beneficiaries prior to the termination date. The rights of such Account Beneficiaries and their relationship with Fifth Third are established pursuant to the terms of the Custodial Account Agreement entered into between Fifth Third and such Account Beneficiaries. (e) The obligations of the parties under Sections 6, 7, 8, 9, 10, 11, 12, 14 and 15 shall survive the expiration or termination of this Agreement. 10. Notices. Except as otherwise provided in this Agreement, all notices related to this Agreement shall be: (a) in writing, (b) delivered by hand, overnight courier or by U.S. mail to the address prescribed by this Agreement and (c) deemed given three business days following deposit, postage paid, into the U.S. Postal system in the event that they are sent by mail. Either Employer or Fifth Third may change its address for notice by giving written notice thereof to the other. 11. HIPAA. With respect to the HSA services being provided under this Agreement and the Custodial Account Agreements, Employer understands and acknowledges that Fifth Third is not a "covered entity," "business associate" or "plan sponsor" as those terms are defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). The fact that Fifth Third may be a business associate with respect to other services provided under other agreements should not be construed to mean that Fifth Third is a business associate for purposes of HSA services. Fifth Third expressly disclaims responsibility for duties imposed on covered entities and plan sponsors under HIPAA. 12. Assignment and Subcontracts. Either party may assign this Agreement: (a) to any entity directly or indirectly controlling, controlled by, or under common control with such party, or (b) to the successor (by sale, merger, reorganization or otherwise) to the business operations of such party. Fifth Third may employ subcontractors or enter into alliances with third parties to perform all or any part of the services under this Agreement. 13. Force Majeure. The parties shall be excused from performance of their respective obligations pursuant to this Agreement for any period and to the extent that it is prevented from performing such obligations, in whole or in part, as a result of delays caused by the other or a third party (except agents of the other party), or an act of God, or any other cause over which the non-performing party does not have direct control, including Internet or communication problems, third party hardware or software errors, computer viruses or similar harmful programs or data, or unauthorized access or theft. 14. Confidentiality. Employer agrees that all information about HSA customers of Fifth Third provided by Fifth Third to Employer as well as any and all information regarding Fifth Third's products and services provided under this Agreement shall be deemed confidential and proprietary to Fifth Third. Employer shall not use such information for any purpose other than as required for the performance of Employer's obligations under the Agreement and may disclose such information to its employees, agents and subcontractors on a "need to know" basis for the sole purpose of the performance of Employer's obligations hereunder. Employer shall not allow such information to be accessed by any third party, including an affiliate of Employer or a permitted subcontractor, without the written agreement of such third party to be bound by the terms of this section 14. ; provided, however, that Employer's compliance with the requirements of the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.) shall not be construed so as to constitute a breach of this Agreement, and Employer shall not be liable to Fifth Third for any damages resulting from or arising out of Employer's good faith efforts to comply with any applicable law. 15. General. (a) No amendment or change to this Agreement shall be valid unless in writing and signed by authorized representatives of the parties. (b) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no representations, understandings or agreements relative hereto which are not fully expressed herein. This Agreement supersedes all prior agreements, written or oral, with respect to such subject matter. There are no third party beneficiaries of this Agreement. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions, and this Agreement is to be construed in all respects to the extent possible to fulfill the purposes of this Agreement with the omission of such invalid or unenforceable provision. (e) This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same Agreement. For the purposes of executing this Agreement, any signed copy of this Agreement transmitted by fax machine or e- mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this Agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e- mail copy of this Agreement shall be re-executed by the parties in an original form. No party to this Agreement shall raise the use of fax machine or e-mail as a defense to this Agreement and shall forever waive such defense. IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the last date executed below. FIFTH THIRD BANK EMPLOYER: By: By: Title: VP Fifth Third Bank Title: Date: 11-2-2017 Date: FAI-egal Dept\Agreement\Fifth Third HSA Services Agr-redlined-10-27-17.docx i Schedule A Fifth Third Bank HSA Account Services This Schedule A sets forth the HSA-related services that Fifth Third Bank will provide to Employer under this Agreement: (1) Provide Employees with access to Fifth Third's HSA product, including its HSA custodial services which are more fully described in the HSA Custodial Account Agreement. (2) Use commercially reasonable efforts to market Fifth Third's HSA product to Employees, including but not limited to distributing relevant HSA materials to Employees and conducting Employee meetings to review and discuss such material. (3) Make available to Employees HSA management tools, and HSA education, enrollment and application processes and information through the online system established by Fifth Third, and/or through other methods made available by Fifth Third, including but not limited to, availability by phone of Fifth Third personnel to address Employees' questions and concerns regarding HSA enrollment and operation. (4) Facilitate the transfer to Fifth Third of HSA contributions from Employees and/or Employer, including but not limited to automated transfers and payroll deductions. (5) Provide Employees with access to their HSA funds in accordance with the HSA Custodial Account Agreement. Such access may include the following: • Debit card that Employee may use at point of sale terminals as set forth in applicable cardholder agreements and related documents. • Direct reimbursement to health care providers identified by Employee. • Direct reimbursement to Employee's personal checking or savings account designated by Employee. (6) Provide the following reports to Employer regarding HSAs established by Employees with Fifth Third: • Identification of such Employees. • Aggregate contributions to all such HSAs. • Other information that Fifth Third may, in its discretion, provide from time to time to the extent permitted by law. (7) Prepare tax reporting with respect to HSA contributions and distributions as required by the Code and applicable law. Schedule B RFTH THIRD SANK The curious bank. Fifth Third Pricing and Services at a Glance Simple. Straightforward, Transparent. Minimum Deposit Needed $0 to Open Account Health Savings Account: Online(Self)Enrollment':$5.00 Waived One-time Enrollment Charge' Enrollment by Employer':$10.00 Waived Paper Application':$20.00 Health Savings Account: Average daily balance<$5002:$3.50 Monthly Service Charge Average daily balance$500.01-$2,0002:$3.00 Average daily balance$2,000.01-$3,0002:$2.50 Average daily balance$3,000.01-$4,0002:$2.00 Employer Paid Average daily balance<$4,000.00: $2.00 Health Savings Account: Average daily balance greater than$4,000.00 Requirements to Waive Monthly Service Charge Interest Rate The Fifth Third Bank HSA Cash Account is a deposit account that is FDIC-insured up to the maximum amount permitted by law and earns a competitive rate of interest. Any interest earned on contributions to an HSA accumulates tax-free. The interest rate earned in your HSA Cash Account will only be applicable to the cash amount in each respective tier. HSA Cash Interest Minimum Maximum Account Rate Annual Annual Daily Percentage Percentage Balance Yield(APY) Yield(APY) $0.01- .25% .25%APY .25%APY $2,000 >$2,000.01 .40% .25%APY .40%APY As of March 1,2017 ATM Fees—Fifth Third $0 Non Fifth Third ATM Transactions No fee assessed by Fifth Third Bank;fees may be assessed by the ATM operator. HSA Checks $24.99 Box of 50 Account Closure Fee $25.00'* Outgoing Rollover Fee $25.00'* Account Information Copy of statement Per Request $5 per copy (retrieve existing statement) Copy of Check Per Request $5 per copy Payment Information Stop Payment Fee $33 per item. Debit Card Services HSA Debit MasterCard $0 for the first two cards Card Replacement Fee $10 each Other Mutual Fund Participation $2" Monthly Fee Funds Availability Policy Electronic Direct Deposits and Wire Transfers—Same When funds deposited to your account are available. Business Day we receive the deposit. Check/Cash Deposit at ATM prior to cut-off time-Up to $100 of the total of your check deposits for the day will be available on the day we receive the deposit. Remaining funds will be available on the first Business Day after the day we receive your deposit. * In some situations we may notify you after your deposit is made that your funds will not be available for up to 8 business days. A Business Day is a non-holiday weekday.Funds received after certain cut-off times may be credited the next business day. Please see Rules and Regulations brochure for details. Error Resolution In Case of Errors or Questions About Your Electronic Transfers: Electronic transactions and to report lost/stolen cards Telephone Us: or password,unauthorized transfers. 1-888-350-5353 Write us: Fifth Third Bank Attention:HSA Operations 5050 Kingsley Drive MD 1MOC2G Cincinnati,OH 45263 Please see Rules and Regulations brochure for details. I HAVE QUESTIONS?Call: 1-888-350-5353 or click www.53hsa.com. Interest rates effective as of March 1,2017 'If your account is opened through an Employer-based plan The Fifth Third Bank HSA Cash Account earns interest. Please then your Employer or TPA may pay your One-time request a Rate Sheet or visit 53.com for the interest rates and Enrollment Fee. Please refer to your Employer-provided annual percentage yields.The Bank may change the interest benefits information to understand if your Employer pays this rate and annual percentage yield (APY) at any time without fee for you. notice. Your interest begins to accrue no later than the business day we receive credit for the deposit of non-cash Z If your account is opened through an Employer-based plan items (for example, checks). Interest on your account will be then your Employer or TPA may pay your Monthly HSA Service compounded continuously and credited monthly. The Bank Fee. Please refer to your Employer-provided benefits uses the daily balance method to calculate interest on your information to understand if your Employer pays this fee for account. This method applies a daily periodic rate to the you.If your employment is terminated for any reason,you will balance in your account each day. When your account is be responsible for payment of the Monthly HSA Service Fee closed you will forfeit any accrued interest. which is currently set based on the balance in your account.Please refer to the Health Savings Account Monthly Fifth Third Bank pays the stated interest rate and annual Service Charge section on page 1. percentage yield (APY) only on that portion of the balance within the specified tier.The Annual Percentage Yield Earned 3 Fee is charged and deducted at the time the account is (APYE) during a statement period is an annualized rate that closed or rolled over to another institution. Accounts without reflects the relationship between the daily balance and the transactional activity within 180 days of account opening will amount of interest actually earned on the account within the automatically be closed. Any account maintaining a $0.00 applicable tier(s). balance for 16 consecutive months will automatically be closed.The fee will be the lesser of$25.00 or the remaining Annual Percentage Yield accurate as of date listed in Interest balance in your account at time of closure/rollover request. Information. Rates may change after the account is opened. Fees may reduce earnings. "Please refer to each individual Prospectus for fees related to each Mutual Fund available through the Fifth Third Bank HSA Fifth Third Bank may change the amount or type of any of the Investment Options. A balance of$2,000 in the HSA Cash above fees or add additional fees at any time in accordance Account is required before investing in mutual funds. An with the terms of the Health Savings Custodial Account Investment Administration Fee totaling 20 basis points Agreement. annually will be assessed. (Basis points are typically used to measure interest rates and other financial percentages.This fee will be applied to your HSA Investment Account at the end of each calendar quarter in increments of 5 basis points,or 0.05%of the total average balance in your investment account. (One basis point equals 1/100`h or 0.01%of your total average investment account balance.) Mutual funds are not insured by the FDIC;are not deposits with,obligations of or guaranteed by Bell Bank,Fifth Third Bank or any other bank;and are subject to investment risk,including possible loss of the principal amount invested. '.Depostarid credit products.provided by Fifth ThN Bank Mr:f b�FDIC.The,standard deposit hsuranoe wnour�l Is 525a000 per depositor.Prose'see. wyekfdk.s; Grib surin6e i64due.Fifth TTvd and FHlfi Third tank are.ieaatered servi6e rrOrlis of Fif¢ Third*Banc�pJ2 E:0601Jia ng tender, Health Savings Account Employer Setup Form Section 1:Company Information The City of Elgin Tax ID: 36-6005862 150 Dexter Court Elgin IL 60120 Section 2: HSA Online Portal User Information Day to Day Contact: 'Addtl Online User(optional)-' Name Gail Cohen Title/Position HR Director E-Mail Address cohen_g @cityofelgin.org Telephone Number 847-931-5607 Section 3: HSA Plan Summary HSA Plan Year Start Date (mm/dd/yyyy format): 1-1-2018 Will Employer contribute to Employee HSAs? Yes ® No ❑ Total Number of Insurance-Eligible Employees: 700 Number of Insurance Plans Offered: 2 Section 4a: Employer Funding Account Section 4b: Employer Fee Account Complete if you will initiate HSA Payroll Deductions Complete if you will pay any HSA fees on behalf of your and/or HSA Employer Contributions Employees Bank Name Bank Name: Routing Number: Routing Number' Account Number: 3' 'Account Number Account Type: Checking ® Savings ❑ Account Type: Checking ❑ Savings ❑ Section 5: HSA Fee Information Designate fee amount& responsibility(Employer or Employee)by checking appropriate boxes below One-time Enrollment Charge Online: $0.00 Employer ❑ Employee By Employer: $0.00 Employer ❑ Employee Paper: $20.00 Employer ❑ Employee Monthly Service Charge: $2.00 ® Flat Employer Paid Employer ® Employee ❑ Effective Date of Fees (mm/dd/yyyy format): 1-1-2018 HSA SERVICES AGREEMENT ADDENDUM This Addendum to the HSA Services Agreement (this "Addendum") is between Fifth Third Bank, an Ohio banking corporation ("FTB"), and the "Employer") whose name, authorized signature and address appear on the Signature Page to this Addendum, and is dated the "Effective Date") set forth on the Signature Page. Capitalized terms not defined in this Addendum, shall have the meaning attributed to them in the HSA Services Agreement (the "Agreement"). The Agreement remains in full force and effect and this Addendum is in addition to the provisions contained therein. Employer has advised FTB that, instead of having employees accept terms and conditions in the FTB consumer portal, Employer desires to offer employees the opportunity to establish Health Savings Accounts ("HSA") contemplated by the Agreement by means of electronic posting of the HSA Agreements and certain HSA Materials through a private portal on Employer's internal website and enable acceptance of HSA Agreements by electronic means or by hard copy as determined by the Employer. FTB is willing to permit this process only if Employer agrees to the terms and conditions of this Addendum. 1. Requirements. Employer agrees to (a) post the HSA Agreements and HSA Materials on a secure, private portal, accessible only by Employees through industry standard credential requirements (the "Portal") and in the same form as provided to Employer by FTB and to promptly post updates as requested by FTB; (b) provide functionality through the Portal for employees to print the HSA Agreements and HSA Materials, and the means to request paper copies from Employer at no expense to Employee; (c) provide a clear, understandable and generally accepted means with proper disclosures for Employee to electronically or manually sign and accept the HSA Agreements and acknowledge receipt of HSA Materials so that electronic acceptance and signature, or manual acceptance and signature if that process is applied, is fully and legally binding on the Employee; and (d) provide to FTB an electronic file that reliably reports acceptance by Employees who have properly received, acknowledged and electronically or manually signed the HSA Agreements indicating whether electronic or manual signatures were obtained and are on file for each HSA Agreement signed by each Employee (all of the foregoing, from clauses (a) through (d) above referred to as the "Requirements"). Employer agrees that Employer shall not report to FTB any Employee as having accepted the HSA Agreements who has not electronically signed the HSA Agreements in accordance with the Requirements. Provided the Requirements are and continue to be met. FTB consents to the posting of the HSA Agreements and HSA Materials through the Portal. 2. Employer's Representations. Employer hereby represents and warrants to FTB all of the following: (a) The method and manner of posting the HSA Agreements and HSA Materials and obtaining Employee acceptance and electronic or manual signature complies with Applicable Law and the Requirements, and results in the creation of a legal and binding obligation of Employee under the HSA Agreements; (b) Employer shall provide all eligible Employees with electronic disclosures of the HSA Agreements and HSA Materials and; (c) Each eligible Employee submitted to FTB via electronic file has accepted the HSA Agreements and requested an HSA to be set up and has accepted and executed the HSA Agreements requiring signature via the valid and binding electronic or manual signature of the Employee. 3. Indemnification. For purposes of the indemnification of FTB under the Agreement, the representations and warranties and covenants in this Addendum are considered part of the Agreement, Employer's indemnification obligations under Section 10 of the Agreement extend to (i) any negligent act or omission or willful misconduct by Employer, its affiliates, representatives, contractors or agents (collectively, "Employer Parties") arising out of, or relating to, the subject matter of this Addendum; (ii) any failure to comply with Applicable Law or the Requirements by Employer or any Employer Parties with regard to the subject matter of this Addendum; and (iii) any claim by any Employee with respect to the Portal, the manner or method of acceptance of the HSA Agreements or that Employee did not accept the HSA Agreements. 4. Records and Audits. For avoidance of doubt, the audit and other rights of FTB under Section 14 of the Agreement shall apply to the activities contemplated by this Addendum and without limiting the generality of the foregoing, Employer agrees to provide FTB with full access to the Portal and all data pertaining to the Requirements and to the Employer's representations in Section 2 above, Employer's records with respect to Employee interaction and acceptance through the Portal and other matters and processes contemplated by this Addendum. 5. Termination. This Addendum shall terminate concurrently with termination of the Agreement. This Addendum may be terminated by FTB upon thirty (30) days' notice to Employer or upon notice in any case the Requirements are not met or the Addendum is otherwise breached. IN WITNESS WHEREOF, this Addendum has been executed and delivered by the parties hereto as of the date executed below. Effective Date: FIFTH THIRD BANK EMPLOYER: E CITY OF ELGIN By: i�2'G�r,� By: Tile: Vice President Title: [Second FTB Officer By: Address: 150 Dexter Court Elgin, lllinois 60120 Title: Vice President Address: 401 South 4th Street Louisville, KY 40202 FAL.egal Dept\Agreement\Fifth Third HSA Services Agr-Addendum-redlined-10-27-17.docx