2009 008 Ordinance - Laserfiche WebLink

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SECTION 3- COMPENSATION. Life Force's base charges for its responsibilities under this Agreement shall be 7 percent (7%)of collections received by Life Force or Client for the Ambulance Services. Life Force's compensation shall not be reduced for any refunds or denied claims unless such refund or denial was a direct result of Life Force's negligence. Client agrees to make payment directly to Life Force within thiriy (30) days of receipt of Life Force's invoice. Life Force's base charges shall not change unless reimbursement levels from Medicare, Medicaid or any other third-party payor(s) materially change, in which case, the parties shall negotiate in good faith'changes to Life Force's base charges, with any changes being agreed upon in writing by the parties and attached hereto as an addendum to this Agreement. If no agreement is reached within a timely manner, then Life Force's base charges shall remain in effect unless Life Force provides thirty (30) days advance written notice to terminate this Agreement. SECTION 4- ALLOCATION OF RISK; LIMITATION OF LIFE FORCE'S LIABILITY A. As between the parties, each party to this Agreement shall be and remain legally responsible for its own acts or omissions, and for those of its affiliates, employees, and agents, who are involved by such pariy in matters related to this Agreement on such party's behalf, and each party to this Agreement shall be financially responsible for all damages, expenses, liabilities or other costs of whatever kind that are determined by such court of competent jurisdiction to be caused by that party's acts or omissions. B. Throughout the term of this Agreement, each party shall, at its own expense, continuously maintain in full force and effect comprehensive general liability insurance coverage consistent with prevalent standards in the community for each party. In lieu of said liability insurance coverage by Client, Client may provide for coverage for general liabilities through a self-insurance program or joint self- insurance pool pursuant to Ohio Revised Code §2744.08 or .081 or other legal authority. Life Force shall also maintain an employee dishonesty policy and a crime fdelity bond. Client shall also maintain comprehensive professional liability insurance for the Ambulance Services or equivalent coverage through a self- insurance program or joint self-insurance pool pursuant to the above-stated legal authority. Client's agreement to these terms does not constitute a waiver of any immunity or defense of the Client or its employees, agents or representatives as may be available at law or in equity. C. The obligation of either party to perform under this Agreement shall be excused during each period of delay caused by matters such as fires, riots, flood, strikes, shortages of fuel, power, raw materials or supplies, government orders, freight embargo, transportation delays, or acts of God, which are reasonably beyond the control of the party obligated to perform. 6 22068/513664-1