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<br />Business Associate Addendum
<br />Revised 3.2013
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<br />6. Indemnification. AHEMS will defend, hold harmless, and indemnify First Responder, its
<br />officers, directors, employees, and agents from any claims, liabilities, or expenses (including
<br />reasonable attorney’s fees) arising from or relating to AHEMS’s acts or omissions in connection with
<br />this Agreement. First Responder will defend, hold harmless, and indemnify AHEMS, its officers,
<br />directors, employees, and agents from any claims, liabilities, or expenses (including reasonable
<br />attorney’s fees) arising from or relating to First Responder’s acts or omissions in connection with this
<br />Agreement.
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<br />7. Insurance. AHEMS agrees to maintain such policies of insurance, self-insurance, or
<br />combinations thereof in amounts not less than $1,000,000.00 per occurrence and $3,000,000.00
<br />aggregate. First Responder agrees to provide and maintain insurance with limits of not less than
<br />$1,000,000.00 per occurrence and $3,000,000.00 annual aggregate unless such entity is governmental
<br />entity. If First Responder is a government entity, First Responder agrees to provide and maintain
<br />liability insurance as set out in applicable state law.
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<br />8. Excluded Provider. Both parties hereby certify that neither it nor its employees, directors,
<br />officers, agents, or subcontractors are presently excluded, debarred, or otherwise ineligible to
<br />participate in Federal Health Care Programs or in federal procurement or non-procurement programs,
<br />and have not been convicted of a criminal offense within the scope of 42 U.S.C. § 1320a-7(a). Each
<br />party will immediately give written notice to the other of any debarment, exclusion, or other event that
<br />makes such party, or an employee, director, officer, agent, or subcontractor of such party, ineligible to
<br />participate in Federal Health Care Programs or in federal procurement or non-procurement programs.
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<br />9. Illegality. If, as determined by agreement of the parties’ counsel, or, if the parties’ counsel
<br />cannot agree, by a nationally recognized law firm with expertise in health care regulation jointly
<br />selected by the parties, any provision of this Agreement violates any applicable federal or state statute,
<br />rule, regulation, or administrative or judicial decision (collectively, the “Law”), then either party may
<br />give notice to the other to amend this Agreement solely to comply with the Law and the parties will
<br />negotiate in good faith with respect thereto. If they cannot agree on the terms and conditions of any
<br />such amendment within 15 days after such notice is given, then either party may terminate this
<br />Agreement immediately upon notice to the other without further liability, but, if the implementation of
<br />the Law is stayed, the right to amend or terminate the Agreement will also be stayed for the same period
<br />of time. When a question arises as to whether this Agreement complies with the Law, and before a
<br />determination is made, either party may suspend payments under the Agreement pending amendment
<br />or termination.
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<br />10. Independent Contractors. AHEMS including its employees, or agents, is an independent
<br />contractor of First Responder and nothing in this Agreement will be construed to create an
<br />employer/employee or joint venture relationship between First Responder and AHEMS or its employees,
<br />or agents.
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<br />11. Notices. Any notice pursuant to this Agreement must be in writing and must be personally
<br />delivered, sent by email, or sent by certified mail, addressed to the parties at the addresses below or at
<br />such other address as they specify in written notice. Notices are effective upon personal delivery or
<br />when sent by e-mail or certified mail.
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