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DocuSign Envelope ID: 17405374-3F52-4EE3-A40B-COBD1EOB0058 <br /> XIII.❑MATERIAL CHANGE. <br /> In the event that CLIENT operations change substantially by merger, acquisition, <br /> expansion, or other material change, thus changing the scope and nature of <br /> exposures, losses, and/or insurance program(s), the PARTIES will negotiate in <br /> good faith to revise this AGREEMENT'S compensation arrangement as <br /> appropriate. It is agreed and understood that a material change shall include a <br /> change in existing coverage or limits, and/or lines of coverage. <br /> XIV.❑ RELATIONSHIP OF THE PARTIES. <br /> At all times and for all purposes,the relationship between the PARTIES is intended <br /> to be that of independent contractors and there is no intent to create a joint venture <br /> relationship, and any person representing ALLIANT, shall be an independent <br /> contractor to CLIENT, and the AGREEMENT shall not in any way be construed <br /> as a contract of employment between CLIENT and ALLIANT'S agents. In <br /> addition, the PARTIES agree that, except as otherwise provided herein, CLIENT <br /> shall not be obligated for any expense incurred by ALLIANT in rendering <br /> SERVICES, or by engaging in any other transaction or conduct arising out of this <br /> AGREEMENT. <br /> XV.❑ OWNERSHIP OF BOOKS AND RECORDS. <br /> The PARTIES shall each maintain normal business records related to all business <br /> generated under this AGREEMENT. Upon reasonable request, and subject to the <br /> confidentiality provisions set forth herein,the PARTIES may each obtain from the <br /> other copies of all policyholder documents, including but not limited to policies, <br /> binders, certificates, endorsements, underwriting submissions/applications, and <br /> loss data in the other's possession, custody, or control with respect to all business <br /> generated under this AGREEMENT. <br /> XVI.❑ NOTICE. <br /> All notices,requests,and other communications given under this AGREEMENT, shall <br /> be in writing and deemed duly given: (a) when delivered personally to the recipient; <br /> (b)one(1)business day after being sent to the recipient by reputable overnight courier <br /> service (charges prepaid); (c) five (5) business days after being sent by U.S. certified <br /> mail (charges prepaid); or(d) one (1)business day after being sent to the recipient by <br /> fax or email transmission. Except as otherwise provided herein, all notices, requests <br /> or communications under this AGREEMENT shall be addressed to the intended <br /> recipient as set forth below: <br /> To CLIENT: To ALLIANT: <br /> Attn: Alisa Cornetto Attn: Sean Keenan <br /> 200 S. Cameron Street 101 North Tryon Street <br /> Alliant Broker Services Agreement(Public Entity) 10 <br />