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r" FAIRNIEW <br /> GUARANTOR AGREEMENT <br /> WITH FAIRVIEW HEALTH SERVICES <br /> THIS AGREEMENT ("Agreement") is made and entered into on 09/01/2019 ('Effective Date") by and <br /> between Fairview Health Services, a Minnesota nonprofit corporation ("Company" or "Fairview"), <br /> located at 2450 Riverside Avenue, Minneapolis, MN 55454 and City of Elk River ("Guarantor"). <br /> FAIRVIEW HEALTH SERVICES includes the corporation Fairview Health Services and all entities and <br /> affiliates that are included on Fairview's consolidated audited financial statements. <br /> WHEREAS, Guarantor is in need of certain services it wishes to provide to its employees or potential <br /> employees; and <br /> WHEREAS, Fairview is in a position to supply these services to Guarantor; <br /> NOW THEREFORE, subject to the terms and conditions below, the parties agree as follows: <br /> STANDARD TERMS <br /> Services and Fee Schedule. Fairview will provide the services ("Services") described in Exhibit A of <br /> this Agreement (hereby incorporated by reference). Services will be provided in accordance with any <br /> requirements or other standards as set forth in Exhibit A, and charged to Guarantor at the prices stated <br /> therein(the "Fee Schedule"). <br /> Timely Invoices. Fairview agrees to bill Guarantor on a timely basis under this Agreement. <br /> Compensation for Services. Guarantor will pay timely and undisputed invoices for Services within net <br /> thirty(30) days. Total compensation for this Agreement shall be defined in Exhibit A. <br /> Term. The term of this Agreement shall be specified in Exhibit A. <br /> Termination. This Agreement may be terminated by the following: <br /> a) By either party, at any time, with or without cause, upon thirty(30) days prior written <br /> notice to the other party for any reason or no reason at all; <br /> b) Immediately upon written notice by a non-breaching party if a material breach is not <br /> cured by the breaching party within ten (10) business days of receiving written notice of <br /> such material breach; or <br /> C) By the mutual agreement of the parties. <br /> Early Termination. If this Agreement is terminated prior to the expiration of the term, Guarantor shall <br /> pay Fairview a prorated amount of compensation for the Services delivered prior to the termination date. <br /> Termination in Full or Part. This Agreement provides for Services at multiple Facilities. The <br /> termination options above may be exercised in full or in part with respect to the individual Facilities being <br /> served or the various Services being provided. For any partial termination of Facilities and/or Services <br /> under this Agreement, the parties shall endeavor to indicate such termination via an addendum to this <br /> Agreement. <br /> Pagel of 5 <br />