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the indemnifying Party's: (i)breach of any representation,warranty or covenant made by such Party hereunder,
<br /> or (ii) grossly negligent acts or omissions or intentional misconduct; provided, however, that the indemnifying
<br /> Party's indemnification obligations hereunder shall be reduced to the extent that such losses and damages arise
<br /> from the acts or omissions of the other Party or its employees or agents_
<br /> B. Adviso Services. The Services provided by Gallagher, its employees and affiliated companies
<br /> do not constitute legator tax advice. Client must consult with its own legal and financial advisors to become fully
<br /> apprised of any legal or financial implications to its business.
<br /> C. Assignment. This Agreement shall apply to and bind the successors and assigns of the Parties
<br /> hereto, including, in the event of a Party's insolvency, debtors-in-possession and any appointed trustee or
<br /> administrator. This Agreement shall be not be assignable by either Party, except with the prior written consent
<br /> of the other Party; provided, however, that either Party may assign this Agreement to an affiliate or in the event
<br /> of a merger or sale, provided the assignee is willing and able to assume such Party's obligations hereunder.
<br /> D. Independent Contractor. Gallagher is engaged to perform Services as an independent contractor
<br /> of Client and not as an employee or agent of Client, and will not be operating in a fiduciary capacity.
<br /> E. Governing Law & Venue. This Agreement and any Dispute relating to or arising out of this
<br /> Agreement shall be governed by the laws of the State of Illinois, without regard to its conflict of law rules. Any
<br /> litigation under Section VI.A of this Agreement shall be brought in federal or state court in Cook County, Illinois.
<br /> F. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any of
<br /> its obligations under this Agreement (other than payment obligations) as a result of flood, earthquake, storm,
<br /> other act of God,fire,derailment,accident, labor dispute,explosion,war,act of terrorism,sabotage, insurrection,
<br /> riot, embargo, court injunction or order,act of government or governmental agency or other similar cause beyond
<br /> its reasonable control.
<br /> G. Counterparts_ This Agreement may be executed in multiple counterparts(including by scanned
<br /> image or electronic signature), each of which shall be considered one and the same agreement, and shall
<br /> become effective when signed by each of the Parties hereto and delivered to the other Party.
<br /> H. Warranties. Except as expressly set forth in this Agreement,Gallagher makes no other warranties
<br /> of any kind with respect to the Services, including, without limitation, warranties that may be implied from a
<br /> course of performance,dealing or trade usage.
<br /> I. Severability. If a court/arbitrator of competent jurisdiction determines that any provision of this
<br /> Agreement is void or unenforceable,that provision will be severed from this Agreement, and the courttarbitrator
<br /> will replace it with a valid and enforceable provision that most closely approximates the intent of the Parties, and
<br /> the remainder of this Agreement will otherwise remain in full force and effect.
<br /> J. Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire
<br /> agreement between the Parties with respect to the subject matter hereof, and supersede all prior negotiations,
<br /> agreements and understandings as to such matters.
<br /> K. Non-Waiver. The Parties agree that any delay or forbearance by either Party in exercising any
<br /> right or remedy under this Agreement or otherwise afforded by applicable law shall not be a waiver of or preclude
<br /> the exercise of any such right or remedy. No change, waiver or discharge hereof shall be valid unless in writing
<br /> and executed by the Party against whom such change, waiver or discharge is sought to be enforced.
<br /> IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective
<br /> Date.
<br /> ARTHUR J. GALLAGHER RISK THE CITY OF DECATUR
<br /> MANAGEMENT SERVICES, LLC
<br /> By: B
<br /> Y By
<br /> Name: Name: (,l l I ei ftl=l= 1l 06
<br /> Title: Title:
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<br /> Cirien't Services Agreeimanz 2023 Pace 4 L'i 4
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