R92-150 AUTHORIZING AGREEMENT GALLAGHER-BASSETT SERVICES, INC.

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� -6- E. Mutual Indemnification - GB agrees to defend, indemnify, protect, save and keep harmless CLIENT from , any and all loss, cost, damage or exposure arising from the negligent acts or omissions of GB. CLIENT agrees to defend, indemnify, protect, save and keep harmless GB from any and all loss, cost, damage or exposure arising from the negligent acts or omissions of CLIENT. The foregoing indemnification provisions shall survive termination of this Agreement. F. Notices - Any notice required to be given under this contract shall be sent by certified mail to the following in the case of GB: Jack H. Lazzaro Vice President Finance Gallagher Bassett Services, Inc. The Gallagher Centre Two Pierce Place Itasca, IL 60143-3141 and in the case of the CLIENT: Mr. Gerard J. Bauer Risk Manager City of Decatur, Illinois #1 Civic Center Plaza Decatur, IL 62523 G. Successors - This contract shall be binding upon and shall inure to the benefit of all assigns, transferees and successors in interest of the parties. H. Modification - This contract represents the entire agreement between the parties and may be modified only in writing. GB reserves the right to modify fees if: - It is determined that the historical data upon which GB's fees and service charges developed were based upon erroneous, obsolete or insufficient information, or that a change in CLIENT's business will materially change the nature and/or volume of its business or claims as contemplated at the inception of the Agreement. - During the term of the Agreement, legislative and/or regulatory requirements materially impact or change the scope of GB's services or responsibilities. I. Confidentialitv of Data - All data furnished by the CLIENT, or generated as a result of services performed under this agreement, and other information designated by the CLIENT in writing, shall be treated as confidential. GB reserves the right to use statistical information or other data, so long as the CLIENT's name and/or confidential data are adequately protected. J. Status - It is understood that GB is engaged to perform services under this contract as an independent contractor and not as an agent of the CLIENT. This contract shalt be governed by the laws of the State of Illinois. K. Cost Containment - If GB provides cost containment services for the CLIENT's program, either directly or indirectly through an independent contractor, CLIENT agrees to pay GB an additional fee for these services and to compiy with the procedures for utilizing any such cost containment services. Specifically, if GB provides CLIENT access to Affordable Healthcare Concepts Preferred Provider Coat-LE 17/89)