R2007-236 AUTHORIZING AGREEMENT WITH BLUE CROSS BLUE SHIELD OF ILLINOIS

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r r ` ti SECTION 18: RECORDS All Claim records,excluding any and all Business Proprietary Information,in the possession of the Claim Administrator are and shall remain the property of the Employer upon termination of this Agreement. The Claim Administrator shall return such property upon request in a form as agreed upon by the parties at the cost of preparing such property for transmittal to be bome by the Employer. All such Claim records shall be retained by the Claim Administrator until the Claim Administrator receives a request from the Employer for transmittal or for a period of ten(10) years from the date of a Claim's adjudication, whichever occurs first. SECTION 19:APPLICABLE LAW This Agreement shall be governed by,and shall be construed in accordance with,the laws of the state of Illinois without regard to any state choice-of-law statutes, and any applicable federal law. All disputes arising out of this Agreement will be resolved in Illinois. SECTION 20: ENTIRE AGREEMENT 20.1 Definition. This Agreement,including all Exhibits and Addenda,represents the entire agreement and understandings of the parties hereto and all prior agreements,understandings,representations and warranties,whether written or oral,in regard to the subj ect matter hereof,including any proposal document submitted by the Claim Administrator to the Employer pursuant to this Agreement,are and have been merged herein to the extent applicable.In the event of a conflict,the provisions of this Agreement and the Exhibits and Addenda of this Agreement shall prevail. 20.2 Components. The Exhibits and Addenda of this Agreement as of the Agreement's effective date are: a. Exhibit 1 —Claim Administrator Services b. Exhibit 2—Fee Schedule,Financial Responsibilities&Required Disclosures c. Exhibit 3 —Recovery Litigation Authorization d. Exhibit 4—Benefit Program Application 20.3 Amending. This Agreement may be amended or altered in any of its provisions, including the addition or deletion of any Exhibits and/or Addenda as provided herein,by the parties hereto and any such change shall become effective when reduced to writing and signed by an authorized representative of the parties or at such time as said amendment may provide. SECTION 21: NOTICE AND SATISFACTION Unless specifically stated otherwise in this Agreement,the Employer and the Claim Administratar agree to give one another ' written notice(pursuant to Section 25 Notices below)of any complaint or concern the other party may have about the performance of obligations under this Agreement and to allow the notified party thirty(30)days in which to make necessary I adjustments or corrections to satisfy the complaint or concern prior to taking any further action with regard to such. I SECTION 22:LIMITATION OF LIABILITY Liability for any errors or omissions by the Claim Administrator(or its officers,directors,employees,agents or independent contractors)in the administration of this Agreement,or in the performance of any duty or responsibility contemplated by this Agreement,shall be limited to the maximum benefits which should have been paid under this Agreement had the errars or omissions not occurred(including the Claim Administrator's share of any arbitration expenses incurred),unless any such errars or omissions are adjudged to be the result of intentional misconduct,negligence or intentional breach of a duty under this Agreement by the Claim Administrator. -14-