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HomeMy WebLinkAbout6.i. MHealth Fairview lease agreement E X E C U T I V E S U M M A R Y City Council Regular Meeting: January 5, 2021 AGENDA ITEM: Approve MHealth Fairview Lease and Services Agreements with Rosemount Fire Department AGENDA SECTION: Consent PREPARED BY: Logan Martin, City Administrator AGENDA NO. 6.i. ATTACHMENTS: MHealth Fairview Lease Agreement, MHealth Fairview Medical Director Services Agreement APPROVED BY: LJM RECOMMENDED ACTION: Motion to authorize staff to enter into lease and services agreements with the MHealth Fairview Care System for portions of property at Fire Station 1. BACKGROUND Fire Chief Schroeder has been working with our partners at MHealth Fairview Medical Transportation (formerly Healtheast Ambulance) to solidify various aspects of our relationship with MHealth. The first agreement establishes the ambulance service’s utilization of some parking space and staff areas within Fire Station 1, located at 14700 Shannon Parkway. The second agreement establishes the services provided by MHealth, including the services of the Medical Director. MHealth has been completing similar agreements with other fire entities in Dakota County as well, in an effort to have consistent contracts with all partners. Currently, MHealth houses an ambulance in Fire 1 which occupies approximately 324 SF in the apparatus bay. Their employees also utilize approximately 693 SF in the day room area for lunch breaks and general daily activities. The lease agreement establishes the intended utilization of the space by MHealth and also requires that MHealth be responsible for any damage caused in the station. This typically includes damage to garage doors upon leaving the facility, which has occasionally occurred. No rent is exchanged and the initial lease term is 3 years. The second agreement for services establishes the Medical Director services that MHealth will provide to the City. MHealth agrees to provide two physician employees who will provide Medical Director services in partnership with the Fire Department. Exhibit A to the Agreement discusses the statement of work provided, including approval of patient care protocols, approval of continuing education for MHealth employees, and exchange of medical equipment at scenes. The Medical Director will also provide up to 8 hours of annual medical training to City staff. No compensation is owed by either party, and the agreement automatically renews annually unless otherwise declared. The City Attorney has reviewed both agreements and shared feedback. Chief Schroeder is supportive of these agreements and sees the mutual value in the relationship with MHealth. RECOMMENDATION Staff recommends the Council approve a motion authorizing staff to enter into lease and services agreements with the MHealth Fairview Care system for portions of property at Fire Station 1. LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease"), is made and entered into this December 1, 2020 by and between the City of Rosemount, a Minnesota municipal corporation (the "Lessor"), and HealthEast Care System, doing business as HealthEast Medical Transportation (the "Lessee") (collectively, the "Parties"). RECITALS WHEREAS, Lessor is the owner of real property located at 14700 Shannon Pkwy on which Station 1 is located (the "Station"); and WHEREAS, Lessee desires to lease portions of the Station to store and operate its ambulances; and WHEREAS, Lessor is willing to lease to Lessee upon such terms and conditions as are expressed herein. NOW, THEREFORE, Lessor and Lessee hereby covenant and agree as follows: 1. LEASED PREMISES: Subject to, and upon the terms, provisions, and conditions hereinafter set forth, Lessor does hereby lease and demise unto Lessee, the portions of the Station (collectively, the "Leased Premises" or "Premises") consisting of approximately 324 SF in the Bay area, 693 SF in the Day Room area: Station: Lessee shall not have any dedicated leased space in the Station, but shall have the non-exclusive right to use the following areas: the dayroom, the kitchen, the restrooms, the dispatch/staging room, the decontamination restroom, and the hallways. Lessee shall also have the right to use the apparatus bay for one ambulance, with immediate emergency access to an exit (specific location to be assigned by the Lessor), as well as two exterior parking stalls for Lessee's employees. The use of all areas is subject to the rules, regulations, and policies of Lessor, which may change from time to time. TERM OF LEASE: The term of this Lease shall commence as of December 15, 2020 and shall continue for a term of three years. Any prior lease between the Parties for any portion of the Premises is hereby terminated. This Lease Agreement shall automatically renew for additional successive twelve (12) month terms unless terminated as set forth below. 2. EARLY AND TERMINATION OF LEASE: The Lease may be terminated for any reason prior to the end of the term by either Party by providing 30 days advance written notice to the other Party. Upon termination of this Lease, Lessee will promptly and peaceably surrender the Premises to Lessor in substantially the same condition existing on the commencement date of the Lease. 3. RENT: No rent shall be exchanged between Lessor and Lessee. The parties agree that it would be mutually beneficial to exchange the performance of certain services as payment under this Agreement. The parties shall work together to determine an acceptable in-kind exchange that is agreeable to both parties, which may be modified from time to time. 4. MAINTENANCE: a. Lessor shall be responsible for maintenance and repair of all structural components, heating, ventilation, air-conditioning, electrical, plumbing, and mechanical systems of the Premises. b. Lessor shall be responsible for maintaining the exterior of the Premises and surrounding areas, including lawn care and snow removal. c. Lessee shall maintain and clean the Premises (ambulance, day room, etc.) and shall clean any mess or clutter created by Lessee in all other areas to which it has access (including dishes, counters, refrigerator, etc.). d. Lessee shall be responsible for all damage arising out of its use of the Premises. 5. VISITOR AND PET RESTRICTIONS: Lessee shall not allow anyone other than its own personnel into the Station unless authorized in advance by the Lessor. Lessee shall not allow any pets or other non-service animals into the Station unless authorized in advance by the Lessor. 6. LESSOR PROPERTY: Lessee acknowledges that this Lease does not grant Lessee unfettered access to Lessor's tools, equipment, furniture, or fixtures outside of the leased and common areas. Lessee shall not use, borrow, or take any Lessor tools or equipment without express prior authorization from the Lessor. Tools and equipment include hand tools, power tools, audio visual equipment, computers, firefighting and EMT apparatus and supplies, and any other object the Lessor identifies as its tools and equipment. 7. INSURANCE: Each party represents that it has and will continue to have appropriate policies and levels of insurance to cover its operations, vehicles, equipment, and personnel during the term of this Lease. All insurance required to be maintained by Lessee under this Lease shall be effected under valid and enforceable policies issued by a reputable insurance company or companies authorized to do business in the State of Minnesota. Not less than 10 days prior to the Lease term, Lessee shall deliver to Lessor certificates of all insurance required to be maintained hereunder, which Lessor must review and approve prior to Lessee’s occupancy of the Premises. Lessee shall immediately notify Lessor of any changes in coverage or policy status for the policies required to be maintained under this Lease. 8. INDEMNITY: Lessee, and any and all officers, employees, subcontractors, agents, or any other person engaged by the Lessee in the performance of work or services pursuant to this Agreement, shall indemnify, defend, and hold harmless the Lessor and its officials, employees, contractors and agents from any loss, claim, liability, and expense (including reasonable attorneys’ fees and expenses of litigation) arising from, or based in the whole, or in any part, on any negligent act or omission by the Lessee, its officers, employees, subcontractors, agents, or any other person engaged by the Lessee in the performance of work or services pursuant to this Agreement. With the exception of those claims, liabilities, damages, attorneys’ fees, costs, and expenses provided in Section 10 of this Agreement, Lessor, and any and all officers, employees, subcontractors, agents, or any other person engaged by the Lessor in the performance of work or services pursuant to this Agreement, shall indemnify, defend, and hold harmless the Lessee and its officials, employees, contractors and agents from any loss, claim, liability, and expense (including reasonable attorneys’ fees and expenses of litigation) arising from, or based in the whole, or in any part, on any negligent act or omission by the Lessor, its officers, employees, subcontractors, agents, or any other person engaged by the Lessor in the performance of work or services pursuant to this Agreement. With the exception of those claims, liabilities, damages, attorneys’ fees, costs, and expenses provided in Section 10 of this Agreement, in no event shall either party be liable to the other party for consequential, incidental, indirect, special, or punitive damages. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the Lessor is entitled under the Municipal Tort Claims Act, Minnesota Statutes, Chapter 466, or other law. 9. ASSIGNMENT: Unless approved by Lessor, Lessee shall not assign or transfer any of its rights under this Lease or sublease any part of the Premises. 10. DEFAULT: a. Should any voluntary or involuntary petition in bankruptcy be filed by or against Lessee, Lessor may, by written notice to Lessee, immediately terminate this Lease and terminate Lessee's right to possession of the Premises. If Lessee does not voluntarily comply with notice of termination, Lessor may, in its discretion, recover sole possession of the Premises in an eviction or unlawful detainer proceeding, and recover from Lessee all attorneys’ fees, costs, and expenses relating to such proceeding. In addition, Lessor shall be entitled to recover all damages and other claims arising prior to the date of termination, including without limitation, all rent due through the end of the month of termination, damages, and attorneys’ fees. b. If Lessee defaults in the prompt and full performance of any provision of this Lease and such default continues for 30 days after Lessor's written notice thereof to Lessee, or if Lessee makes an assignment for the benefit of creditors, or if a receiver is appointed for the property of Lessee, or if Lessee abandons the Premises, then, and in any such event, Lessor may by written notice to Lessee, immediately terminate this Lease and terminate Lessee's right to possession of the Premises. If Lessee does not voluntarily comply with the notice of termination, Lessor, may, in its discretion, recover sole possession of the Premises in an eviction or unlawful detainer proceeding, and recover from Lessee all attorneys’ fees, costs, and expenses relating to such proceeding. In addition, Lessor shall be entitled to recover all damages and pursue all claims arising prior to the date of termination, including without limitation all rent due through the end of the month of termination, damages, and attorneys’ fees. 11. RIGHT OF ENTRY: Lessor and its employees or agents shall have the right, without any diminution of Rent, additional Rent or other charges payable hereunder by Lessee, to enter the Premises at all reasonable times and upon reasonable notice for the purpose of inspection, cleaning, repairing, altering or improving the same or the Premises, but nothing contained in this provision shall be construed so as to impose any obligation on Lessor to make any repairs, alterations or improvements. 12. USE BY LESSEE: Lessee agrees to comply with all laws, ordinances, orders, rules, and regulations promulgated by all government agencies which relate to the use, condition, or occupancy of the Premises by Lessee. Lessee warrants that it will abide by Lessor's workplace policies and the Premises will remain tobacco and chemical free. Lessee acknowledges and agrees that Lessor has the exclusive authority to modify and/or change its rules and regulations at any time. Lessee shall not make any alterations or improvements to the Premises without prior written consent of Lessor. All alterations and improvements to the Premises and fixtures shall become the property of Lessor. 13. SAFETY AND SECURITY: Lessee is solely responsible for the safety and security of its employees, guests, and invitees while they are on the Premises. The Lessee is also responsible for maintaining security of the structure as well as the confidentiality of any door codes, keys, entry devices and they like used to gain access into the structure. 14. SIGNS: Lessee agrees that no exterior or interior window or door sign, advertising media, or window or door lettering or placards or other signs or advertising materials shall be installed, erected, attached or affixed to any portion of the interior or exterior of the Premises or the buildings, without the express prior written consent of Lessor. 15. DAMAGE OR DESTRUCTION OF PREMISES: If the Premises are damaged or destroyed by fire or other casualty, Lessee shall have the right to terminate this Lease provided it gives written notice thereof to Lessor within 60 days after such damage or destruction, unless such fire, damage, or destruction is proved to be the fault of Lessee. 16. SUCCESSORS: It is agreed that the covenants, terms, and conditions of this Lease shall extend, apply to and firmly bind the heirs, executors, administrators, successors, and assigns of the respective parties. 17. SEVERABILITY: Should any one or more of the provisions of this Lease for any reason be declared invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Lease, and this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 18. RELATIONSHIP: This Lease does not create the relationship of principal and agent, partnership, joint venture, or any other association between Lessor and Lessee. 19. THIRD PARTY RIGHTS. The Lessor and Lessee do not intend to confer on any third party any rights under this Agreement. 20. CONSTRUCTION OF LEASE: It is agreed that this Lease shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota. 21. ENTIRE AGREEMENT: This Lease shall constitute the entire agreement relating to the lease of the Premises between the Parties. Any prior understanding or representation of any kind preceding the date of this Lease shall not be binding upon either party except to the extent incorporated in this Lease. 22. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be an original and shall constitute one and the same Agreement. 23. AUDIT: The Lessee must allow the Lessor, or its duly authorized agents, and the state auditor or legislative auditor reasonable access to the Lessee’s books, records, documents, and accounting procedures and practices that are pertinent to all Services provided under this Agreement for a minimum of six years from the termination of this Agreement. 24. COMPLIANCE WITH LAWS: The Lessee shall exercise due professional care to comply with applicable federal, state, and local laws, rules, ordinances, and regulations in effect as of the date of this Agreement. 25. NON-DISCRIMINATION: The Lessee agrees not to discriminate in providing products and services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. 26. COMPLIANCE WITH THE MINNESOTA GOVERNMENT DATA PRACTICES ACT: Data provided, produced, or obtained under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. The Lessee shall immediately report to the Lessor any requests from third parties for information relating to this Agreement. The Lessee agrees to promptly respond to inquiries from the Lessor concerning data requests. 27. SURVIVABILITY: The provisions of Section 8 (“Indemnity”), Section 20 (“Construction of Lease”), Section 23 (“Audit”), Section 24 (“Compliance with Laws”), and Section 26 (“Compliance with the Minnesota Government Data Practices Act”) of this Agreement shall survive the expiration or termination of this Agreement. \[The remainder of this page left blank.\] IN WITNESS HEREOF, the parties hereto caused these presents to be validly executed in their respective names, as of the day and year first above written. LESSOR: LESSEE: CITY OF ROSEMOUNT HEALTHEAST CARE SYSTEM By: _______________________________ By: _______________________________ Title: _______________________________ Title: _______________________________ Date: _______________________________ Date: _______________________________ AGREEMENT FOR SERVICES (including Medical Director services) THIS AGREEMENT (“Agreement”) is made and entered into effective as of December 1, 2020 (the “Effective Date”), by the City of Rosemount (the “City”) and HealthEast Care System, doing business as HealthEast Medical Transportation (the “Group”), but signed on the dates set forth below. RECITALS A. The City is a municipal corporation, which includes the Rosemount Fire Department and the Rosemount Police Department, that desires to contract with the Group to provide certain services, including medical director services, as set forth in this Agreement. B. The Group employs qualified employees, including physicians, and desires to contract with the City to provide certain services, including medical director services, to the City as required by and set forth in this Agreement. AGREEMENT In consideration of the Recitals, the mutual promises and undertakings hereinafter contained, and other good and valuable consideration, the City and the Group hereby agree as follows: ARTICLE I GROUP 1.01 Retention of the Group. A. The City hereby engages the Group to provide certain services, including medical director services (the “Services”) to the City under the terms of this Agreement, and the Group hereby accepts such engagement and agrees to designate qualified employees for this purpose, including qualified physician employees to provide the medical director services (the “Medical Director”). A more detailed description of the Services is set forth in the Statement of Work attached hereto as Exhibit A. B. The Group will designate up to two physician employees who will share in the performance of the Medical Director duties. The Group has the right to change its designation of a Medical Director from time to time by 30 days prior notice to the City. The Group shall change its designation of the physician serving as a Medical Director if the City reasonably objects, for any reason, to the Group’s selection of such physician. If the City objects to a physician serving as Medical Director, the parties shall discuss the objection and will attempt to work collaboratively to resolve any issues before the Group shall be obligated to find a replacement Medical Director. C. The Group shall comply with all governmental laws, rules and regulations relating to licensure and operation of the City. The Group and the Medical Directors shall also comply with the compliance programs and policies of the City. D. During the term of this Agreement, the Group shall be the only provider of medical director services to the City. 1.02 Representations and Warranties; Quality; Medical Staff; Reporting. The Group represents and warrants that: (a) the Medical Directors are, and will continue to be throughout the term of this Agreement, duly registered and in good standing with the Minnesota Board of Medical Practice and duly licensed to practice medicine in the State of Minnesota; (b) the Group and the Medical Directors shall comply with all state, federal and local laws, regulations, rules, ordinances, and policies applicable to this Agreement or the services to be provided pursuant to this Agreement; and (c) the Group and the Medical Directors (i) are, and will continue to be throughout the term of this Agreement, eligible to participate in the Medicare program, the Medicaid program and all other federal health care programs (the “Federal Programs”), and (ii) have not been sanctioned by or excluded from any of the Federal Programs and will not, during the term of this Agreement, be sanctioned by or excluded from any of the Federal Programs. The Group shall promptly notify the City of any loss or suspension of, or material limitations on, the license of a Medical Director, of any malpractice or professional disciplinary action against a Medical Director which is initiated, pending, settled, or results in a judgment or adverse decision, and of any exclusion from participation in or sanction by a Federal Program. 1.03 Group Employees. At all times during the term of this Agreement, the individuals providing the Services will be employees of the Group or Fairview Health Services, or one of its affiliates, and shall be subject to the direction and control of the Group. ARTICLE II INSURANCE, INDEMNIFICATION AND PERSONNEL 2.01 Insurance. Each party represents that it has and will continue to have appropriate policies and levels of insurance to cover its operations, vehicles, equipment, and personnel during the term of this Agreement. Group must provide the City with applicable certificates of insurance, which the City must review and approve prior to Group providing any services under this Agreement. 2.02 Indemnification. A. The Group agrees to indemnify and hold the City and its officers, directors and employees (the “City Indemnities”) harmless from and against all claims, causes of action, damages, loss, costs and expenses (including, but not limited to, reasonable attorneys’ fees) suffered or incurred by any of the City Indemnities and arising out of or related to the Group’s breach of this Agreement or the negligent acts or omissions of the Group or its employees. B. The City agrees to indemnify and hold the Group and its officers, directors and employees (the “Group Indemnities”) harmless from and against all claims, causes of action, damages, loss, costs and expenses (including, but not limited to, reasonable attorneys’ fees) suffered or incurred by any of the Group Indemnities and arising out of or related to the City’s breach of this Agreement or the negligent acts or omissions of the City or its employees or volunteers. C. In no event shall either party be liable to the other party for consequential, incidental, indirect, special, or punitive damages. 2 D. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the City is entitled under the Municipal Tort Claims Act, Minnesota Statutes, Chapter 466, or other law. 2.03 Personnel. The City will retain full administrative control of its personnel. ARTICLE III TERM AND TERMINATION 3.01 Term. The initial term of this Agreement (the “Initial Term”) shall begin on and include the Effective Date and continue thereafter until the first anniversary of the Effective Date, unless terminated earlier pursuant to Section 3.02. This Agreement shall automatically renew for additional terms of one (1) year each (each a “Renewal Term”), unless either party gives the other party written notice of its intent not to renew this Agreement at least thirty (30) days prior to the end of the Initial Term or a Renewal Term, as the case may be. 3.02 Termination. This Agreement may be terminated as follows: A. If either party shall default in its obligations under this Agreement (other than as described in subsection 3.02B) and shall fail to cure such default within ten (10) days after written notice from the non-defaulting party describing the default, then the non-defaulting party may terminate this Agreement at any time after the ten (10) day cure period by written notice to the defaulting party; or B. The City may terminate this Agreement immediately by written notice to the Group at any time if the Group breaches or fails to meet any of the covenants, agreements, warranties and requirements set forth in Section 1.02 or if any representation contained in Section 1.02 shall be or become untrue; or C. Either party may terminate this Agreement at any time upon at least thirty (30) days’ prior written notice to the other party. ARTICLE IV COMPENSATION 4.01 Compensation. There will be no exchange of funds between the parties in connection with the provision of Services hereunder. Rather, the parties agree that it would be mutually beneficial to exchange the performance of certain services as payment for the Services performed under this Agreement. The parties shall work together to determine an acceptable in-kind exchange that is agreeable to both parties, which may be modified from time to time. The City shall not be responsible for payment for any additional services performed by the Group that are not expressly listed on the Statement of Work or otherwise pre-approved by the City in writing. ARTICLE V GENERAL PROVISIONS 5.01 Confidentiality. If the Group or the Medical Director has access to or knowledge of information of a confidential or proprietary nature, including, but not limited to, medical records, 3 business or financial records, or other matters or practices of the City, neither the Group nor the Medical Director shall, directly or indirectly, disclose, permit the disclosure of, or use any such information for purposes other than as necessary for the performance by the Medical Director of the services rendered pursuant to this Agreement. The Group agrees to execute and comply with the terms of a mutually agreeable business associate agreement, which agreement is required under the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder. 5.02 Agreement Terms. The parties agree that this Agreement and all of its terms are confidential and agree not to release any information concerning this Agreement or its terms to any person without the prior, written consent of the other party. This prohibition shall not apply to (a) any information required to be released by contracts existing as of the date of this Agreement or to fiscal intermediaries or governmental agencies having the lawful right to such information, (b) any information otherwise compelled to be released by law, or (c) any information which is common knowledge or is in the public domain, other than by reason of unauthorized disclosure by either party. 5.03 Independent Contractor. The Group is, and at all times during the term of this Agreement shall remain, an independent contractor and not a partner of or joint venture with the City. The City shall neither have nor exercise any control or direction over the methods by which the Group shall accomplish its duties. Any and all officers, employees, subcontractors, agents, or any other person engaged by the Group or a Medical Director in the performance of the services pursuant to this Agreement shall not be considered employees of the City. Any and all actions which arise as a consequence of any act or omission by the Group or a Medical Director, its officers, employees, subcontractors, agents, or other persons engaged by the Group or a Medical Director in the performance of work or services pursuant to this Agreement, shall not be the obligation or responsibility of the City. No relationship of employer or employee is created by this Agreement, and neither the Group nor the Medical Director, nor their officers, employees, subcontractors, and agents, shall have any claim against the City for any incidents of employment, including, but not limited to, salary, vacation pay, sick leave, retirement benefits, social security contributions, workers’ compensation payments, disability benefits, unemployment insurance benefits, or employee benefits of any kind. ARTICLE VI MISCELLANEOUS PROVISIONS 6.01 Notices. All communications, notices and demands of any kind (“Notices”) which either party may be required or elect to give or serve upon the other party shall be made in writing and shall be delivered in person or sent by registered or certified mail, return receipt requested, to the following addresses: If to CITY: City of Rosemount th 2785 145 St W Rosemount, MN 55068 Attn: Fire Chief If to GROUP: HealthEast Medical Transportation 779 Reaney Avenue 4 St. Paul, MN 55106 Attn: Chief of EMS Notices delivered in person shall be effective upon delivery. Mailed Notices shall be effective when received, as conclusively evidenced by the return receipt. Either party may change its address by giving the other party written notice of its new address as herein provided. 6.02 Waiver. The failure of either party to insist in any one or more instances upon strict performance of any covenant of this Agreement shall not be construed as a waiver or relinquishment of the right to enforce or require compliance with such covenant thereafter, and the same shall continue and remain in full force and effect. 6.03 Severability. Should any one or more of the provisions of this Agreement for any reason be declared invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 6.04 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Data provided, produced, or obtained under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. The Group shall immediately report to the City any requests from third parties for information relating to this Agreement. The Group agrees to promptly respond to inquiries from the City concerning data requests. 6.05 Other Agreements. This Agreement, together with the attached Exhibit, constitutes the entire agreement between the parties with respect to the subject matter hereof, and it supersedes any and all prior agreements, understandings, promises and representations, whether written or oral, made by either party to the other concerning the subject matter hereof. 6.06 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the City and the Group. 6.07 Amendments. This Agreement may be amended or supplemented only by a writing executed by the parties. 6.08 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and such counterparts shall together constitute one and the same agreement. 6.09 Headings. The headings at the beginning of each numbered article or section of this Agreement are solely for the convenience of the parties, and are not a part of this Agreement. 6.10 Survival. The provisions of Sections 2.01 (for all statute of limitations periods), 2.02, 5.01, 5.02, 5.03, 6.04, and 6.11 shall survive termination of this Agreement. 6.11 Audit. The Group must allow the City, or its duly authorized agents, and the state auditor or legislative auditor reasonable access to the Group’s books, records, documents, and accounting 5 procedures and practices that are pertinent to all Services provided under this Agreement for a minimum of six years from the termination of this Agreement. 6.12 Non-Discrimination. The Group agrees not to discriminate in providing products and services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. 6.13 Third Party Rights. The City and the Group do not intend to confer on any third party any rights under this Agreement. City of Rosemount HealthEast Care System, doing business as HealthEast Medical Transportation By: By: Its: Its: Date: Date: By: Its: Date: 6 EXHIBIT A STATEMENT OF WORK The Group shall provide the following Services to the City:  Medical Director services for up to four (4) hours per month unless the parties agree to an alternative number of hours based on the needs of the City, including but not limited to the following: o Develop and approve patient care protocols o Oversee patient care quality improvement activities o Approve provider competency on a regular basis o Authorize the procurement of medical supplies and medications requiring physician authorization o Approve and participate in continuing education  Up to 8 hours of annual medical training provided to the City staff  Restocking of medical supplies used by the City in responding to medical scenes  Continuous exchange of medical equipment used by the City at medical scenes  Such other duties as may be agreed to by the parties from time to time In exchange for the provision of the Services, the City will make the following available to the Group:  Such other items or services as may be agreed to by the parties from time to time