R2017-73 Contract with HSHS Medical Group, Inc. for Occupational Health Services

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Agreement or (c) violation of a Law. Notwithstanding anything to the contrary in this Agreement, a Party's obligations with respect to indemnification for acts described in this Section shall not apply to the extent that such application would nullify any existing insurance coverage of such Party or as to that portion of any claim of loss in which an insurer is obligated to defend or satisfy. This Section shall survive the expiration or earlier termination of this Agreement. 9. General Provisions. This Agreement may only be amended by an instrument in writing signed by the Parties. Neither Party may assign this Agreement or the rights or obligations hereunder without the specific written consent of the other Party, except that this Agreement may be assigned by Group without the prior written approval of Client to an affiliate of Group. This Agreement supersedes all previous contracts, Agreements or understandings between the Parties with respect to the same Services and constitutes the entire Agreement between the Parties hereto. This Agreement shall be construed and governed by the laws of Illinois. Any provision which expressly or by its context requires, after termination of this Agreement, action or places obligations on the Parties to this Agreement, shall so survive the termination of this Agreement. 9.1. Counterparts; Facsimile and pdf Signatures. The Parties agree that this Agreement may be executed in multiple originals, each of which shall be considered an original for all purposes and, collectively, shall be considered to constitute this Agreement. The Parties further agree that signatures transmitted by facsimile or in Portable Document Format (pdf) may be considered an original for all purposes, including, without limitation, the execution of this Agreement and enforcement of this Agreement. 9.2. Notice. Notices or communications herein required or permitted shall be given to the respective Party by registered or certified mail (each notice being deemed given as of the date of mailing) or by hand delivery at the address listed under the Party's signature to this Agreement unless either Party shall designate a new address by written notice. The notice shall be deemed to be received as follows: (i) in the case of actual delivery, on the date of its receipt by the Party entitled to it; in the case of facsimile transmission, on the next business day; (ii) in the case of overnight courier service, on the next business day following mailing; and(iii) in the case of certified or registered mail,three (3) days after the date of its mailing. 9.3. Books and Records. If this Agreement is a contract within the purview of Section 1861(v)(1)(I) of the Social Security Act (Section 952 of the Omnibus Reconciliation Act of 1980) and the regulations promulgated at 42 C.F.R. Part 420 in implementation thereof, the Parties agree to make available to the Comptroller General of the United States ("Comptroller General"), the Secretary of the Department of Health and Human Services ("Secretary") and their duly authorized representatives, for four (4) years after the latest furnishing of services pursuant to this Agreement, access to the books, documents and records and such other information as may be required by the Comptroller General or Secretary to verify the nature and extent of the costs of services provided by each Party, respectively. If either Party, upon the approval of the other Party, carries out the duties of this Agreement through a subcontract worth $10,000.00 or more over a 12-month period with a related organization, the subcontract will also contain an access clause to permit access by the Secretary, Comptroller General and their representatives to the related organization's books and records. 9.4. Compliance with Laws, Regulations, and Accreditation. The Parties believe and intend to comply with all relevant federal and state laws as well as relevant regulations and accreditation standards. WHEREOF, a duly authorized officer and representative of each Party have executed this Page 3 of 6