R94-96 AUTHORIZING AGREEMENT - ARTHUR J. GALLAGHER AND COMPANY

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. ' - 4 - �� 4. With regard to Loss Control, GB shall provide services in the area of Loss Control for the - coverages set forth on schedule V. GB's approach will be to evaluate current CLIENT, policy, procedure and programs as to their effectiveness in controlling losses and make recommendations for remedial action. Other more specific service functions have been developed with CLIENT's authorized representative and are spelled out in the service instructions. GB does not assume the CLIENT's duty or responsibility to its employees or to the public, nor dqes GB assume the authority to direct and control supervisory or management personnel. Information in reports provided will be obtained from sources which to the best of GB's knowledge will be authentic and reliable. GB makes no guarantee of results and assumes no liability in connection with the information provided or the safety suggestions made. Further, it cannot be assumed that GB will be aware of, or see, or recognize every unsafe act nor recommend every reasonable safety recommendation. B. Obliqations of CLIENT 1. CLIENT shall pay GB for services the annual sum set forth on Schedule V, as agreed to under the "Billing and Payment Terms" section. At the end of each contract period, the annual compensation shall be subject to adjustment. Where applicable, GB will audit the claim counts at the 6th, 12th, 18th and 24th month. CLIENT shall pay GB any additional fees due as a result of these audits. 2. CLIENT shall provide funds for the payment of qualified claims or losses and allocated loss expenses. GB shall not be required to advance funds to pay losses, allocated loss expenses or bank charges. SCHEDULE II BANKfNG — SIMMS , GB will provide an on—line check issuance and banking communication system known as "APACS," which provides for automated payments and control. The account will be funded with Citibank to administer a SIMMS cash management program. Such cash management program will deal directly with the funding program of the CLIENT's banking facility. GB will assist the CLIENT in establishing the initial imprest/opening balance of the fund. The details of the CLIENT's program are set forth in a letter agreement between the CLIENT, Citibank N.A. and Arthur J. Gallagher & Co. (G6) (hereafter the "Account Parameter Agreement"). In addition, GB will analyze the account from time to time and will submit advisory reports including any excess or deficiencies to the imp�est/opening balance. As a result of the advisories, the CLIENT agrees to fund any imprest increase within 30 days of notification. Changes to the frequency of funding and/or imprest/opening balance will require the execution of a new Account Parameter Agreement. GB will charge an annual fee, subject to audit, for these services. It is expressly understood that GB shall not be required to advance its own funds to pay any of the CLIENT's obligations. In the event of cancellation or nonrenewal of this contract, CLIENT agrees to fund Citibank in an amount sufficient to fund all of the CLIENT's outstanding obligations. If, at any time, CLIENT fails to provide adequate funding, GB shall issue "stop payment" orders on outstanding payments. CLIENT agrees to indemnify GB for any losses resulting from CLIENT's, failure to fund its obligations. Any bank charges resulting from inadequate funding including, but not limited to, interest, stop payment charges and overdraft fees shall be the obligations of the CLIENT and shall be billed to the CLIENT when known. 17357