R2005-137 AUTHORIZING AGREEMENT - Laserfiche WebLink

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, • -5- SCHEDULE III TERMS AND CONDITIONS A. Discretionarv Settlement Authoritv - The limit on any setttement payment by GB shall be as set forth in Schedule V. This amount may be changed by the CLIENT upon written notice to GB. It is agreed that GB shall have full authority in all matters pertaining to the payment, processing, investigation and administration of I qualified claims on losses within this limit. Failure of GB to settle a qualified claim or loss within such limit shall not subject GB to liability to any parry in the event of an adverse judgment entered by any court or the settlement of such claim or loss for an amount in excess of such limit. B. Terms of Cancellation or Nonrenewal - Either party shall have the right to cancel or renegotiate the contract after each contract period by giving the other party written notice of intent to cancel or renegotiate at least thirty (30)days in advance. If timely notice of cancellation is given,this contract shall terminate upon the expiration of the current term. Unless stated otherwise in Schedule V,GB agrees that alf ctaim files for claims incurred during the contracted periods will be handled for no additional fees for as long as the CLIENT continues to renew this Agreement. In the event of cancellation or nonrenewal of this program,GB may,at its sole discretion,continue to manage all pending run-off claims, and run-off claims incurred in this service term but not reported prior to the date of termination if CLIENT pays GB a mutually agreed upon per claim per year open fee to continue handling open claims. If run-off services are provided by GB, the services will be provided at a claims servicing branch selected by GB, and a reduced electronic RISX-FACS� reporting package will be provided at the CLIENT's expense. Banking and administration fees will be charged to the CLIENT as long as GB handles the claims. Should CLIENT renew only a portion of the existing program under this Agreement (fewer states, locations, coverages,etc.),all open claims not part of the renewed portions of the program shall be considered in run-off and subject to per claim per year open fees to be agreed upon by the parties. A reduced electronic RtSX- FACS�reporting package will be provided at the CLIENT's expense,as appropriate.Banking and administration fees will be charged to the CLIENT as long as GB handles the claims. Should no agreement be reached regarding these open claims,they will be returned to the CLIENT or forwarded to another party as designated by the CLIENT. Should the CLIENT elect to have the files returned to them,GB will provide an electronic,tape or paper copy of the claim information in RISX-FACSa at GB's prevailing rate on the date of termination. Upon delivery of this information to CLIENT,claim information may be deleted from the system. If the CLIENT fails to pay any amounts bifled, including but not limited to GB's service fee during the contract period;audit billings per Schedule I,Section B,1,Paragraph 2;the service fee to continue handling claims past termination date or bank charges,within 30 days,GB shall have the right to terminate the contract by giving the CLIENT ten(10)days'notice in writing. GB will then return afl files to the CLIENT in an orderly manner. Costs for file transfer shatl be the obligation of the CLIENT. C. Sole Claims Administrator - During the terms of this Agreement and except as otherwise agreed to by the parties hereto,CLIENT agrees that GB shall be the sole claims administrator with respect to CLIENT's program and that all new claims under CLIENT's program shall be forwarded to GB. CLIENT further agrees not to self-administer or adjust any such c�aims or to forward any such claims to any other service organization or individual without GB's prior written consent. D. Practice of Law - GB wilt not perform any services which may constitute fhe unauthorized practice of law. E. Mutual Indemn�cation - GB agrees to defend,indemnify,protect,save and keep harmless CLIENT from any and al{loss, cost, damage or exposure arising from the negligent acts or omissions of GB. CLfENT agrees to defend,indemnify,protect,save and keep harmless GB from any and a{I loss,cost,damage or exposure arising from the negfigent acts or omissions of CLIENT. O6\cq1�Decatur,IL,Cityof-000322.doc