North Sound Emergency Medicine 5/25/2023

3 and contributions and North Sound agrees to indemnify, defend and hold the City harmless from any claim valid or otherwise, made to the City because of these obligations. Dr. Brown is not an employee of the City and is not entitled to the benefits provided by the City to its employees including, but not limited to, group insurance and pension plans. Dr. Brown may practice his profession for others during those periods when he is not performing work under this Agreement for the City. 4. DURATION The term of this agreement shall be from January 1, 2023 to December 31, 2025. It is understood the City or the North Sound may voluntarily terminate this Agreement by providing sixty (60) days advance written notice to the other. In the event of termination of this Agreement, except in the case of material breach, North Sound is entitled to compensation for services rendered prior to notice of termination. 5. COMPENSATION The City agrees to pay North Sound the following sums per calendar month for services as set forth in this Agreement: 2023 $5049.06 2024 $5200.53 2025 $5356.59 Such payment shall be full compensation for services rendered including, but not limited to, all labor, materials, supplies, equipment and incidentals necessary to provide the services. North Sound will submit invoices for the period of his engagement as s et forth in section 1 above. 6. ASSIGNMENT OF AGREEMENT North Sound shall not sublet or assign any of the work covered by this Agreement without the express written consent of the City. North Sound shall not provide any person other than Dr. Brown as Medical Program Director to the City. 7. INDEMNIFICATION North Sound hereby agrees to save the City, its officers, employees and agents harmless and indemnify them from all loss, claims, costs, expenses (including but not limited to attorney's fees and litigation expenses) or damage occasioned to the City, its officers, employees or agents or to any third person or property by reason of any act, error or omission by Dr. Brown or North Sound, their employees, subcontractors or agents which arises as a result of this Agreement, and shall, after reasonable notice thereof, defend and pay the expense of defending any claim or suit which may be commenced against the City, its officers, employees or agents, or any third person alleging injuries to person and/or damage to property by reason of such act, error or omission and will pay any judgment which may be obtained against the City, its officers, employees, agents or third persons in such suit. Nothing herein shall require North Sound to indemnify and hold harmless the City, its officers, agents, and employees from claims, demands, damages, expenses or suits caused solely by the negligence or willful misconduct of the City, its officers, employees and agents.