R2021-112 Resolution Authorizing City Manager to Execute an Agreement with Arthur J. Gallagher, Risk Management Services, Inc. for Risk Management Advisory Services

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Party's obligations hereunder. D. Independent Contractor. Gallagher is engaged to perform Services as an independent contractor of Client and not as an employee or agent of Client, and will not be operating in a fiduciary capacity. E. Governing Law&Venue.This Agreement and any dispute relating to or arising out of this Agreement shall be governed by the laws of the State of Illinois,without regard to its conflict of law rules. Any litigation shall be brought in federal or state court in Macon County, Illinois. F. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any of its obligations under this Agreement (other than payment obligations) as a result of flood, earthquake, storm, other act of God, fire, derailment, accident, labor dispute, explosion, war, act of terrorism, sabotage, insurrection, riot, embargo, court injunction or order, act of government or governmental agency or other similar cause beyond its reasonable control. G. Counterparts. This Agreement may be executed in multiple counterparts (including by scanned image or electronic signature),each of which shall be considered one and the same agreement, and shall become effective when signed by each of the Parties hereto and delivered to the other Party. H. Warranties. Except as expressly set forth in this Agreement, Gallagher makes no other warranties of any kind with respect to the Services, including, without limitation, warranties that may be implied from a course of performance, dealing or trade usage. I. Severability. If a courtiarbitrator of competent jurisdiction determines that any provision of this Agreement is void or unenforceable, that provision will be severed from this Agreement, and the court/arbitrator will replace it with a valid and enforceable provision that most closely approximates the intent of the Parties, and the remainder of this Agreement will otherwise remain in full force and effect. J. Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior negotiations,agreements and understandings as to such matters. K. Non-Waiver. The Parties agree that any delay or forbearance by either Party in exercising any right or remedy under this Agreement or otherwise afforded by applicable law shall not be a waiver of or preclude the exercise of any such right or remedy. No change,waiver or discharge hereof shall be valid unless in writing and executed by the Party against whom such change, waiver or discharge is sought to be enforced. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date. ARTHUR J. GALLAGHER RISK CITY OF DECATUR MANAGIfMENT SERVICES, INC. By: �c�' �° By: Name: <44 C Name: _ScotWrighton Title: �• �� j�/�5��`"z Title: City Manager Client Services Agreement2019 Page 4 of 5