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HomeMy WebLinkAboutItem 06.gJanuary 20, 2015 Item No. FACILITY USE AGREEMENT WITH ALLINA HEALTH EMERGENCY MEDICAL SERVICES Proposed Action Staff recommends adoption of the following motion: Move to approve Facility Use Agreement with Allina Health Emergency Medical Services. Approval of the Audit Engagement Letter will result in Allina Health Emergency Medical Services using Fire Station 2 and Fire Station 3. Overview The ALF Board of Directors recently approved a Professional Services Agreement with Allina Health Emergency Medical Services whereby Allina is endeavoring to improve response times by proposing to add a fourth ambulance (48 hours per week) within the ALF service area. If the City Council approves the proposed Facility Use Agreement with Allina Health EMS, one of the units will be located at Lakeville Fire Station #3 (17490 Kenrick Avenue) and relocate one ambulance from Lakeville Police Station to Lakeville Fire Station #2 (16720 Dodd Boulevard). Primary Issues to Consider Facility Use Fees. Allina will pay $400/month, $406/month and $412/month commencing February 1, 2015, 2016 and 2017 respectively. Fees are accounted for in the General Fund. SuRporting Information P r!�___ - y� Financial Impact: $4,800 annual revenues Budgeted: Yes. Source: General Fund Related Documents (CIP, ERP, etc.): Community Values —Safety Throughout the Community. The proposed Audit Engagement reflects the long-standing commitment to fiscal responsibility and stewardship. FACILITY USE AGREEMENT THIS FACILITY USE AGREEMENT ("Agreement") is made as of this 1" day of February, 2015, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation ("City"), and ALLINA HEALTH SYSTEM, a Minnesota non-profit corporation, d/b/a ALLINA HEALTH EMERGENCY MEDICAL SERVICES ("Allina"). WHEREAS, the City and Allina entered into a Lease Agreement dated April 2, 2012 for the lease by Allina of certain areas of City public facilities for use as an ambulance station ("Lease"); WHEREAS, the parties desire to change the location of the ambulance stations and the nature of Allina's use of the new locations; NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. FACILITIES. A. Pursuant to the terms of this Agreement, the City hereby authorizes Allina non- exclusive use of the following Lakeville Fire Stations: • Lakeville Fire Station No. 2,16720 Dodd Boulevard, Lakeville, MN 55024 • Lakeville Fire Station No. 3, 17490 Kenrick Avenue, Lakeville, MN 55044 (collectively, the "Facilities"). B. The City, for itself, its employees, officials, contractors and agents, retains the right to primary use of the Facilities at all times. 2. TERM. The term of this Agreement is for a term commencing February 1, 2015 and terniinating on February 1, 2018. This Agreement shall automatically renew for additional one year periods unless otherwise terminated as set forth herein. If the Professional Services Agreement between the City and Allina for providing ambulance service is terminated prior to the end of the term of this Agreement or any renewal period, this Agreement shall terminate consistent with the termination date of the Professional Services Agreement. 3. EARLY TERMINATION. Either party may terminate this Agreement at any time by providing the other party ninety (90) days written notice. This Agreement may terminate without notice in the event of a breach by either party. 4. USE. During the Term of this Agreement, the Facilities shall be used and occupied by Allina solely for an emergency medical service/ambulance station, in accordance with all applicable governmental laws and regulations, and all other recorded covenants, conditions and restrictions which are recorded on the date hereof, and for no other purpose without the prior 1795600 written consent of the City. Allina shall not cause injury to the improvements on the Facilities and shall not use the Facilities in a manner that would constitute a public or private nuisance or constitute waste. Allina hereby agrees that it and its officers, employees and agents using the Facilities under this Agreement will abide by all rules and regulations adopted by the City from time to time for use of the Facilities. 5. FEE. Allina shall pay a fee for use of the Facilities during the term of this Agreement as follows: A. Allina will pay for the use of the Facilities $400.00/month commencing February 1, 2015 $406.00/month commencing February 1, 2016 $412.00/month commencing February 1, 2017 B. Payments will be made monthly during the Term and any renewal term with monthly payments due and payable beginning on the Commencement Date and on the same date of each month thereafter. 6. TAXES. Allina shall pay all personal and real estate taxes assessed against the property of either fire station if this Agreement causes the property to be taxed. 7. ALLINA MAINTENANCE RESPONSIBILITIES. Allina agrees that the Facilities are to be used as is, without any improvements by the City. Allina shall be responsible for daily maintenance and cleaning of the Facilities following use of the Facilities by Allina's employees in a manner sufficient to keep areas used by Allina in a first-class and clean condition. Allina shall be responsible for repairing any damage to the Facilities, including all improvements, fixtures and equipment caused by Allina, its officers, employee or agents. If Allina fails to make the necessary repairs or replacements as provided for in this Section, upon 15 days written notice from City, City, at it's option, may elect to make the replacement or perform all or part of the maintenance, repairs and servicing which is the obligation of the Allina, in which event the costs thereof shall be billed directly to and paid by the Allina within 30 days' of billing. 8. CITY RESPONSIBILITIES. Throughout the Term of this Agreement, the City shall provide for the provision of adequate utilities including gas, electric, cable television, and internet, to the Facilities. The City shall maintain and pay monthly for the following utilities: gas, electric, water and garbage. 9. ALTERATIONS. Allina may not make any alterations, additions or improvements in or to the Facilities without the City's prior written consent. 10. FIXTURES AND SIGNS. Allina may have signage as permitted by and subject to the City's consent. Such consent shall be given or withheld at the City's sole discretion. 11. INSURANCE. Allina shall maintain general liability insurance, including auto liability insurance, in amounts acceptable to the City, and sufficient insurance to insure its equipment, supplies and all other materials located at the Facilities and provide proof of such insurance to 2 the City upon request. Allina shall maintain worker's compensation insurance for all Allina employees authorized to use the Facilities pursuant to state law and shall provide to the City evidence of such insurance upon City's request. 12. INDEnNTIFICATION. A. Allina hereby agrees to indemnify and hold harmless City and City's officers, agents, and employees from and against any and all claims, demands, causes of action, suits, proceedings, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, caused by, incurred, or resulting from (i) Allina's occupancy, use or operation of the Facilities, or (ii) from any default under or failure to perform any term or provision of this Agreement by Allina or (iii) the negligent or willful acts of Allina, its officers, officials, agents or employees. This indemnity does not cover matters arising out of the negligent or willful acts of the City or its employees, agents, contractors, guests, officers, invitees or officials. It is expressly understood that Allina's obligations under this Section shall survive the expiration or earlier termination of this Agreement for any reason. In case any action or proceeding is brought against the City or its off cern, officials, agents or employees, by reason of any such claim, Allina, upon notice, will defend such action or proceeding by responsible counsel selected by Allina and reasonably acceptable to City. B. City hereby agrees to indemnify and hold harmless Allina and Allina's officers, directors, agents, and employees from and against any and all claims, demands, causes of action, suits, proceedings, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, caused by, incurred, or resulting from (i) City's occupancy, use or operation of the Facilities, or (ii) from any default under or failure to perform any term or provision of this Agreement by City or (iii) the negligent or willful acts of City, its officers, or employees. This indemnity does not cover matters arising out of the negligent or willful acts of Allina or its employees, agents, contractors, guests, officers, invitees or officials. It is expressly understood that City's obligations under this Section shall survive the expiration or earlier termination of this Agreement for any reason. in case any action or proceeding is brought against Allina, or its officers, officials, agents or employees, by reason of any such claim, City, upon notice, will defend such action or proceeding by responsible counsel selected by City and reasonably acceptable to Allina. 13. COMPLIANCE WITH LAWS. Allina shall, at its sole cost and expense, comply with any and all laws, statutes, ordinances, regulations, fire codes, building codes and restrictions and easements of record, now or hereafter in force, applicable to the performance of Allina operations on the Facilities. Allina also covenants to comply, at its sole cost and expense, with any and all reasonable rules and regulations applicable to the conduct of Allina's operations on the Facilities issued by insurance companies. 14. ASSIGNMENT. Allina shall not assign this Agreement, or any interest arising herein, without the express written consent of the City. 15. RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of 3 principal and agent or of partnership or of joint venture or of any association whatsoever between Allina and the City. 16. CONDITION OF FACILITIES. Except as expressly provided herein, the City makes no representations or warranties, either express or implied, regarding the condition of the Facilities or suitability of the Facilities for Allina's proposed uses. 17. SEVERABILITY. If any of the terms or provisions contained herein shall be declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions and conditions of this Agreement, or the application of such to persons or circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law. 18. CONSTRUCTION. This Agreement involves property located within the State of Minnesota and shall be construed according to the laws of the State of Minnesota. 19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations, warranties, or agreements except as herein provided. 20. NOTICES. All notices hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to City. City Administrator City of Lakeville 20195 Holyoke Avenue Lakeville, MN 55044 with a copy to: Lakeville City Attorney Campbell Knutson, P.A. 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, Minnesota 55121 If to Allina: Allina Health Emergency Medical Services Attn: General Counsel 2925 Chicago Avenue, Law Dept 10905 Minneapolis, MN 55407-1321 4 With Additional Copies To: Allina Health Emergency Medical Services Attn: Jeff Czyson 167 Grand Avenue Mail Route 54101 St. Paul, MN 55102 21. AMENDMENTS. This Agreement shall not be altered, changed or amended except by an instrument in writing executed by both parties. 22. COUNTERPARTS. This Facility Use Agreement may be executed in one or more counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the City and Allina have entered into this Facility Use Agreement as of the date first above written. CITY OF LAKEVILLE FA21 C Matt Little, Mayor Charlene Friedges, City Clerk ALLINA HEALTH EMERGENCY MEDICAL SERVICES By: 5 Its:yiFF