Patronus - Madison Club - MOU V.2

Thank you for continuing to entrust the health, safety and medical needs of the Madison Club to Patronus Medical. We look forward to supporting the Madison Club during its’ 2022-2023 season. I wanted to outline the specifics of this engagement to ensure we are aligned.

Destination Medical Oversight and Advisory Services

Medical Oversight o Provide clinical oversight for the health and welfare activities of the club. Direct medical personnel and authorize treatment. Establish medical policies, procedures, practices. Advise on emergency procedures and best practices. Provide consultation and guidance on hygiene and sanitation practices with respect to public health. o Telemedicine consults 24/7/365 for advanced cases from board certified physicians. o Patient Care Coordination with local hospitals in the event a member or guest needs services that cannot be treated on-site Patronus will coordinate the referral and manage physician and hospital relations with local facilities. o Medical Evacuation Management and repatriation manages the complex process of medevac services to return a member or guest to their hometown or a medical destination for further treatment. o Public Health Advisory and Oversight Services ensure the club is prepared with information and resources to deal with local or regional medical matters, such as pandemics or disease outbreaks. Includes access to expertise for contact tracing, case management, policies and procedures and other tools and resources.

Memorandum of Understanding – Patronus Medical, LLC The Madison Club August 29, 2022 Page 2

Site-based Medical Services o Full-time (40 hours/5 days per week, schedule determined by club management) staffing of on-site Advanced Practice Paramedic ensures members, guests and employees have access to specially trained medical personnel during their stay for all medical support needs, including COVID testing. Medical personnel will be certified in a combination of Advanced Cardiac Life Support, Pediatric Advanced Life Support, Prehospital Trauma Life Support, Advanced Airway Placement, and Advanced Wound Care.

o Patronus is willing to provide daily (8 hours per day/7 days per week) staffing throughout the season. A 30 day ramp up period is required to expand to a full coverage model.

o Above medic to serve as Destination Advanced Practice Paramedic providing independent oversight of the administration of and compliance with established organizational procedures for health and safety matters including on site medical program, guest/employee screening and social distancing practices and sanitation programs. Dual reporting to club GM (or designee) and Patronus Medical Director ensures independence and accountability.

o Operation of Acute Care Medical Clinics allow members and guests to enjoy their time at the club and minimize stay interruption due to illnesses and accidents. On-site clinics provide diagnosis and treatment of a variety of conditions.

▪ Members and guests will receive basic services (acuity levels 1 and 2) at no cost. This covers common clinic visits for basic care (general health inquiries, bandages, over-the-counter medications, topical examinations, assessment of vital signs, etc.). For clinic visits where the acuity level is assessed at 3 or higher, a reasonable and customary charge for the visit and any supplies will be charged to the member or guest. Acuity level designation is at the sole discretion of the provider. If requested, patients will be provided an insurance super bill which can be submitted to their insurance company for potential out-of-network reimbursement. o Clinical testing and screening for illnesses and diseases including COVID-19 and many other conditions such as strep throat, ear infections and influenza.

Readiness Services o Option to implement Discovery4Life program which places critical equipment throughout the property to respond to the four most frequent life-threatening emergencies: cardiac arrest, anaphylactic reactions, bleeding control and opioid overdoses. o Purchasing Platform allows Patronus to outfit client locations with medical devices, supplies, personal protective equipment, clinics in a can, vehicles and other materials only available through licensed physicians or medical organizations. Memorandum of Understanding – Patronus Medical, LLC The Madison Club August 29, 2022 Page 3

Wellness Services o Option to offer club members hydration procedures inclusive of restorative and therapeutic injections of fluids and vitamins to support performance, health and wellness goals.

Value Added Services o Member access to Patronus’ Elite Travel and Private Health Membership programs at discounted rates for coverage when members and guests are not on-property o Access to Patronus physicians and medical personnel for siteleadership/President/General Manager

Service Levels: Existing guidelines, protocols and service standards typically associated with destination medicine will be in effect. At all times, Patronus will ensure that medical personnel operating at the club are cognizant of hospitality standards and will ensure interactions with members and staff are professional.

Staffing: Patronus will place appropriately credentialed, licensed (where applicable) and qualified personnel at the club. The club will have the right to review credentials of proposed staff and participate in interviews if requested. Club will not unreasonably object to the placement of any individual personnel. Patronus will make every reasonable effort to place local staff at the club to eliminate lodging, travel and associated costs.

Site Visit: As part of these services, Patronus agrees to make one site visit of approximately two days’ duration with up to two members of our medical direction team annually.

Duration of Services/Term: Patronus will begin providing on-site services on October 3, 2022 and will conclude on May 31, 2023.

Termination: This Memorandum of Understanding (and any associated agreements) may be terminated by either party by providing 90 days’ written notice.

Exclusivity: Patronus Medical will be the exclusive provider of health and medical services to the club, including hydration services. This exclusivity does not pertain to employee health, aesthetic spa services or wellness programs. Should the club choose to provide other cosmetic procedures to its’ members/guests, Patronus will coordinate these services with local providers on behalf of the club at no additional charge. A designated room separate from the clinic treatment space will be needed to be provided for these services.

Confidentiality: Each party agrees it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published. In the event of the termination of this agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or Memorandum of Understanding – Patronus Medical, LLC The Madison Club August 29, 2022 Page 4

other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.

All medical records and protected health information will be governed by HIPAA and other applicable laws.

FEES

Patronus Medical’s fee for the services described are as follows:

SERVICE FEE Medical Oversight & Direction Included with staffing Staffing of Advance Practice Paramedic/Registered Nurse

Additional staff to support high volume periods and club events $750 per eight-hour day

$650 per eight-hour day

Overtime Pay All efforts will be used to avoid overtime if possible. When requested by club management (i.e., special events) or necessitated by emergency situations, overtime staffing is billed at $150 per hour.

Overtime will be paid in accordance with the laws of the State of California. Medical Consultations Charge to member/guest: Acuity Level 1 & 2 - included Acuity Level 3 (acute) - $275 Acuity Level 4 (urgent) - $400 Acuity Level 5 (critical) - $550 Purchasing Platform Supplies provided at cost plus 25% administrative fee. • Club to provide a budget of up to $1,000 per month for basic supplies. • Supplies in excess of $1,000 to be approved by club management prior to purchase • Patronus will make recommendations of key equipment, supplies, medications, etc. to maintain a functioning clinic setting Therapeutic IV/IM Wellness, Restoration & Rehydration Services

$75 per IV Infusion (cost to club) $15 per IM injection and IV add on (cost to club) The club reserves the right to set member/guest pricing for IV/IM services beyond its cost.

Memorandum of Understanding – Patronus Medical, LLC The Madison Club August 29, 2022 Page 5

License of Rapid Antigen COVID19 Testing Device

Waived (previously $500/month) COVID-19 Testing Materials $45 – Rapid Antigen Tests Travel, Lodging, Per Diem, Etc. • Patronus will make every reasonable effort to hire local personnel. In these cases, the club will not be responsible for lodging, per diem or transportation expenses. • For Patronus site visits and cases where providers from outside the Riverside County area (greater than 60 miles one way from the club) are utilized, the club will be provided a travel budget for approval in advance. • Patronus will be reimbursement for round trip airfare, lodging, transportation and accommodations for the Medical Director and Clinical Operations Manager site visit

Other obligations and mutual agreements: o The club agrees to provide on-site transportation for the medical provider. This can be in the form of a golf cart or other vehicle suitable for responding to emergencies and providing in home services. At no time will the provider use his/her own personal vehicle for these purposes. o Medical provider will be allowed to participate in staff meal programs afforded to other club employees. o The medical provider should not be called into work on his/her day off without prior approval from Patronus medical management.

Other financial terms: o Club has ability to set member pricing for COVID-19 tests. Club is responsible for collection of fees through member billing function. Patronus will invoice club monthly for testing services during the prior month. o The club has the ability to set member pricing for in home services. Any services provided in home are considered inclusive in the daily staffing fee. o Patronus will bill members for acuity level 3 through 5 clinic services (more advanced care). Club is responsible for collection of fees through member billing function.

o Patronus will invoice the club monthly for patient encounters less a $75 per patient encounter as the club’s administrative fee for coordinating member billing functions and to cover costs associated with operating the onsite medical program o Payment of the invoice in full is not contingent on the club’s collection from the member o All bills are due NET 30. Late payments will be assessed a 1.5% finance charge.

Memorandum of Understanding – Patronus Medical, LLC The Madison Club August 29, 2022 Page 6

Please feel free to contact me at (585) 520-9805 or spopowich@patronusmedical.com with any questions or items you would like to discuss.

Thank you for the opportunity to be of service to your club, members and employees.

This Memorandum of Understanding is acknowledged and agreed to by:

THE MADISON CLUB

By:

Name:

Aaron Traylor Its:

Project Chief Financial Officer

Date:

PATRONUS MEDICAL, LLC

By:

Name:

Scott G Popowich Its:

Director of Clinical Operations

Date:

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