R2005-137 AUTHORIZING AGREEMENT - Laserfiche WebLink

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, • -7 - ; ' L. Reportinq - GB will not assume that other coverage(unknown to GB)exists for a qualified claim or loss. GB I� shall not be responsible for reporting to carriers on a type of claim or loss not managed by GB. I M. Fines and Penalties - GB shall not be responsible for any fines or penalties assessed by any governmental I agency because of the acts or omissions of the CLIENT, or by previous or successor claim administrators. I N. Solicitation of Emqlovees - CLIENT agrees thaf,during the term of this Agreement and for a two-year period I thereafter,CLIENT shall not,without the consent of GB,solicit to hire,or hire any employee of GB who,during the term of this Agreement,has performed,o�contributed to the performance of,services hereunder. CLIENT further acknowledges that the damages suffered by GB as a result of a breach of this obligatian would be significant but not susceptible of easy calculation. Accordingly, in the event of a breach of the aforesaid obligation,CLIENT agrees to pay GB an amount equal to one F�undred fifty percent(150%)of such employee's annualized salary amount at GB as of the date of breach. O. Risk Control Consultin4-W ith respect to any risk controt consulting services,including any form of inspection service provided by GB to CLtENT: 1. Such senrices shall be in the nature of advisory to the CLIENT only and shall not be construed as imposing upon GB any duty to implement any recommendation made by GB or to otherwise ensure that any premises,equipment or other subject matter of a GB consulting service is safe or free from hazards or defects; 2. Such services shall be solely for the benefit of CLIENT and shall not be construed as creating any duty to,or conferring any right to,any third party,including without limitation,any duty to warn any third-party � or the public at large; 3. If GB fails to complete the contracted Risk Control Consulting Services during the term of this Agreement due to the CLIENT's failure to cooperate with GB's service defivery objectives,then GB will have an additional six(6)months in which to complete the contracted services. If the CLIENT fails to cooperate with GB's service delivery objectives during such six(6)month period,then GB's obligation to complete the contracted services will be deemed to be fulfilled and CLIENT shall not be entitled to any refund for services not provided. If for any reason other than CLIENT's lack of cooperation,GB fails to complete the contracted services during the term of the Agreement,then CLIENT,at its discretion,may either receive a refund for that portion of the contracted services which were not completed or may extend the term for completion of the contracted services by a period of six (6)months. P. Records Retention - GB will retain claim files for 24 months foflowing date of closure. Thereafter,files will be returned to the CLIENT or forwarded to such location as may be designated by the CLIENT for continued storage. GB will retain hard-copy checks for ninety(90)days following the date of bank clearance. Thereafter, copies of checks will be maintained on CD ROM. Q. Subroqation- To the extent GB is involved in pursuing recoveries against third parties or otherwise undertaking subrogation activities on behalf of CLIENT, GB is authorized to collect, in the name of the CLtENT or in the name of GB, a!1 funds due as a result of such recovery or subrogation activities. GB shall not be required to establish any trust accounts for the benefit of CLIENT, but shall promptly and fully account for all funds so received. R. Taxes - CLIENT shalt be responsibfe for payment of all applicable sales, use, ad valorem and excise taxes; duties;and assessments relating to the services provided hereunder. CLIENT shall hold GB harmless from all claims and liability arising from CLIENT's failure to pay such taxes. S. Non-U.S. Doltar Transaction - In the event that GB handles any non-U.S. Dollar cfaims, CLIENT shall be responsible for any rate fluctuations. T. Escheat-The parties acknowledge that any and alt escheat and unclaimed property obligations of any type or variety lie witf� CLfENT and not GB. Pursuant to the other terms and conditions of this contract, GB shall provide CLIENT witf�such information and reports as reasonably required by CLIENT to perform this function. O6\oq1\Decatur,IL,City of-000322.doc