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3. Conditions of Medical Director Services. As a prerequisite of condition to Allina <br /> Health EMS providing the Medical Director services contemplated herein, the <br /> First Responder agrees that it will at all times during the term of this Agreement: <br /> a. Operate under Allina Health EMS Services' protocols. <br /> b. Utilize only certified EMT's and/or First Responders to provide direct <br /> medical care. <br /> C. Document the care and services of the First Responders utilizing the <br /> standard format provided by Allina Health EMS. <br /> d. Consult with the Allina Health EMS Coordinator and/or Medical Director on <br /> major equipment purchases. <br /> 4. Additional Services. In addition to the Medical Directorship Services identified <br /> above, Allina Health EMS will make available from time-to-time other services <br /> including, but not limited to, those services set forth in Exhibit A attached hereto. <br /> 5. Fee. In exchange for the services to be provided by Allina Health EMS, First <br /> Responder agrees to pay Allina Health EMS the annual fee(s) set forth in Exhibit <br /> A attached hereto. Payment shall be due Allina Health EMS within thirty (30) <br /> days following the effective date of this Agreement and the remainder paid <br /> quarterly over the term of the Agreement. In the event Allina Health EMS <br /> terminates this Agreement prior to the expiration of the term hereof, Allina Health <br /> EMS shall refund to First Responder a pro rata portion of the annual fee(s). <br /> 6. Term and Termination. This Agreement shall be effective for a term of FIVE (5) <br /> years from the date hereof. This Agreement may be terminated at any time by <br /> either party, with or without cause, upon the giving of thirty (30) days written <br /> notices to the other. <br /> 7. Insurance. <br /> a. Allina Health EMS. Allina Health EMS agrees to maintain such policies of <br /> insurance, self-insurance reserves, or combinations thereof in amounts <br /> not less than $1,000,000.00 per occurrence and $3,000,000.00 umbrella <br /> coverage. In addition, Allina Health EMS agrees to hold harmless and <br /> indemnify First Responder from any and all liability which Responder may <br /> incur as a result of the negligent or intentional misconduct of any Allina <br /> Health EMS employee providing services pursuant to this Agreement. <br /> b. First Responder. First Responder agrees to provide and maintain <br /> insurance with limits of not less than $1 ,000,000.00 per occurrence and <br /> $3,000,000.00 annual aggregate unless such entity is governmental entity. <br /> First Responder agrees to indemnify and hold harmless Allina Health EMS <br /> from any and all liability arising out of the negligent or intentional <br /> misconduct of any of its employees. <br /> 2 <br /> N:\Public Bodies\City Council\Council RCA\Agenda Packet\10-08-2012\2012-10-08 Contract.doc <br />