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3. Additional Services. In addition to the medical director oversight identified above, Allina may make available feom time-to-time other services including, but not limited to, those services set forth in Exhibit A attached hereto. The parties shall agree to the provision of any additional services. 4. Ci . Responsibilities. The City shall be solely responsible for the direction and control of its employees and the services provided by its employees when they are engaged in providing emergency response, care, and treatment services to patients. In no event shall Allina be liable for the acts of the City or its employees in providing emergency response, care, and treatment services to patients. Fee. In exchange for the services to be provided by Allina, the City agrees to pay Allina the annual fee(s) set forth in Exhibit A attached hereto. Exhibit A may be amended from time to time by written agreement of the parties. The initial quarterly payment shall be due within 30 days following the date of the last signature below. The remainder of the annual fee(s) shall be paid quarterly thereafter. If either party terminates this Agreement prior to the expiration of the term, the City must pay Allina a pro-rated amount of the next payment due from the City, except that the City will not owe any fees for the days in the applicable quarter that occur after termination. 6. Term and Termination. This Agreement shall be effective for a term of 12 months from the date first written above. This Agreement shall automatically be renewed for additional 12 month terms until it is terminated as provided in this section. This Agreement may be terminated at any time by either party, without cause, upon the giving of thirty (30) days written notice to the other party. Written notice shall be directed to the address for that party that is contained in the first paragraph of this Agreement unless another address has been provided to the other party in writing. 7. Insurance. a. Allina. Allina agrees to maintain such policies of insurance, self-insurance reserves, or combinations thereof in amounts not less than $1,000,000.00 per occurrence and $3,000,000.00 umbrella coverage. Allina agrees to hold harmless and indemnify the City against all claims, demands, actions, legal proceedings, causes of action, and liability of any nature made against the City for damages arising out of or relating to the negligent or intentional misconduct of any Allina employee providing services pursuant to this Agreement. The City shall have the right to choose its own legal counsel and seek reimbursement from Allina for the costs of defending the City against any claim arising out of, or relating to any negligent or intentional misconduct. b. Citv. The City agrees to provide and maintain insurance with limits of not less than $1,000,000.00 per occurrence and $3,000,000.00 annual aggregate. The City agrees, to the extent permitted by law, to indemnify and hold hannless Allina against all claims, demands, actions, legal proceedings, causes of action, and liability of any nature made against Allina for damages arising out of or relating Page 2 of 3