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<br />6:3¿-a~ <br /> <br />ADMINISTRATIVE SERVICES AGREEMENT <br /> <br />6. <br /> <br />OWNERSHIP OF REPORTS AND DATA. <br /> <br />All reports and data prepared by Flex-Plan, or prepared by Flex-Plan with input from the City, <br />pursuant hereto, provided that it is not confidential Participant data, remain the property of the <br />City. Flex-Plan will provide the City with all data generated pursuant hereto, upon request of the <br />City, in electronic or printed format used in its administration procedures at no additional cost to <br />the City. <br /> <br />7. <br /> <br />TERM OF AGREEMENT. <br /> <br />This Agreement will be effective commencing the date first written above, and shall continue for a <br />period of one year thereafter or until the designated end of the first Plan Year, whichever shall <br />first occur. In the absence of notice of termination by either party more than 30 days prior to the <br />end of the initial term, or prior to the end of a successive term thereafter, then the term hereof <br />shall automatically renew for an additional term of one year at the end of each successive one- <br />year term. Notwithstanding the foregoing, the term of this Agreement may be terminated by <br />either party, at any time during the initial term or subsequent terms, upon 30 days prior notice <br />from one party to the other. Upon termination of the term hereof, each of the parties agrees that <br />it shall fully comply with the requirements hereof, and shall complete any then-required <br />performance in a timely manner. <br /> <br />8. <br /> <br />INDEMNIFICATION: <br /> <br />The City shall defend, hold harmless, and indemnify Flex-Plan from and against any damages, <br />liabilities, claims, costs, and expenses, including reasonable attorneys' fees, whether at <br />arbitration, trial, on appeal, or in any regulatory proceeding (herein collectively "Claims") relating <br />to the City's default in performance of any of its duties in this Agreement, or related to the acts or <br />omissions of the City; provided, however, that the obligation to defend, indemnify, and hold <br />harmless shall not apply to the extent such Claims result from the acts or omissions, including <br />negligence or willful misconduct, of Flex-Plan. <br /> <br />9. <br /> <br />MISCELLANEOUS. <br /> <br />9.1 <br /> <br />The attached Exhibits are hereby incorporated as though fully set forth herein. <br /> <br />9.2 <br /> <br />This Agreement is the complete agreement of the parties hereto, and it supersedes all <br />prior written or oral agreements, as to the subject matter contained herein. <br /> <br />"FLEX-PLAN" <br />FLEX-PLAN SERVICES, INC. <br /> <br />By: <br />Title: President <br />Date: 01/01/2006 <br /> <br />Jim Aitken <br /> <br />"THE CITY" <br />City of Redwood City <br /> <br />By: <br />Title: <br />Date: <br /> <br />-4- <br /> <br />1371320.5 <br />