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HomeMy WebLinkAbout11. 20-400 SEPTEMBER 22, 2020 20-400 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITHDRAWN ) PURPOSE: RENEW AGREEMENT WITH HEALICS, INC. FOR THE PROVISION OF EMPLOYEE HEALTH CLINIC SERVICES AT THREE WAVES HEALTH CLINIC &WELLNESS CENTER INITIATED BY: ADMINISTRATIVE SERVICES WHEREAS, the City of Oshkosh, Winnebago County, and the Oshkosh Area School District have entered into an Intergovernmental Agreement to cooperate in the provision of health and wellness services for members of their health plans through the operation of an employee health and wellness clinic; and WHEREAS,representatives of the City, County, and School District have explored the various options for the provision of these services, and recommend that the City, County, and School District continue their partnership and renew the existing agreement with Healics, Inc., a Wisconsin corporation ("Healics" formerly Interra Health, Inc.), for the provision of the Employee Health Clinic Services. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the Addendum to the Services Agreement with Healics, Inc. for the provision of Employee Clinic Services is hereby approved and the proper City officials are hereby authorized to execute and deliver the agreement in substantially the same form as attached hereto, any changes in the execution copy being deemed approved by their respective signatures. BE IT FURTHER RESOLVED that the money for this purpose is hereby appropriated from: Acct. No. 601-0903-6466-11908 Internal Service Benefit Fund TO: Honorable Mayor and Members of the Common Council FROM: John Fitzpatrick, Assistant City Manager/Director of Administrative Services DATE: September 22, 2020 RE: Renew Agreement with Healics, Inc. for the provision of employee health clinic services at Three Waves Health Clinic & Wellness Center BACKGROUND For the past six years, the City of Oshkosh, Winnebago County, and the Oshkosh Area School District have partnered through an Intergovernmental Agreement in order to cooperate in the provision of health and wellness services for members of their health plans through the operation Three Waves Health Clinic & Wellness Center, an employer based clinic. ANALYSIS In advance of the expiration of our service agreement ending after 2020, staff representatives of the City, County, and School District have explored various options for the provision of these services and recommend that the City, County, and School District continue their partnership by renewing the existing agreement with Healics, Inc., a Wisconsin Corporation ("Healics" formerly Interra Health, Inc.) for the provision of the employee health clinic services. FISCAL IMPACT Although establishing initial staffing at the clinic was challenging, this partnership has been successful for everyone involved. For the City of Oshkosh specifically, the stability of the clinic has enabled the city to explore several health insurance options since its inception, providing substantial savings. Additionally, city return on investment (ROI) savings for the clinic over this time period has also substantial. For example, in 2019, the clinic realized approximately $189,000 in savings for the City. RECOMMENDATION Through the support of the City Council, this intergovernmental initiative has not only benefitted the employees, organization and the taxpayers of the City of Oshkosh, but also the employees, organizations and taxpayers of the Oshkosh Area School District, as well as those of Winnebago County. Based on the analysis conducted and the success realized, staff recommends renewal of a one year agreement with Healics, Inc. for the provision of employee health clinic services at Three Waves Health Clinic & Wellness Center in 2021. It is my understanding that the Oshkosh Area School District and Winnebago County are currently in the process of renewing their agreements with Healics, Inc., as well. Please let me know if you have any questions regarding this matter and thank you for your consideration. Respectfully Submitted, Approved: ma's--�-- JoKh M. Fit2q�,africk/ Mark A. Rohloff Assistant City Manager / City Manager Director of Administrative Services Attachments: Healics, Inc. Services Agreement cc: Michelle Behnke, HR Manager SERVICES AGREEMENT THIS SERVICES AGREEMENT (this "Agreement") is made as of September 15, 2020 (the "Effective Date") by and between HEALICS, INC., a Wisconsin corporation ("Healics"), and City of Oshkosh a Wisconsin corporation ("Client"). In this Agreement, Healics and Client each may be referred to as a "Party" or together as the "Parties". WHEREAS Healics has developed a novel business approach to wellness programs and employer clinics, which includes its provision of certain Services (defined below); and WHEREAS Client desires to retain Healics to provide the Services to Client, upon the terms and conditions hereinafter set forth, and Healics is willing to perform such Services. NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and for other good and valuable consideration, both the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows: Article I Definitions. "Annual Service Minimums" shall mean the minimum amount of fees that Healics shall invoice Client during the applicable twelve-month period, as set forth on Exhibit A. "Client" shall have the meaning set forth in the first paragraph of this Agreement. "Confidential Information" shall have the meaning set forth in Section 2.6. "Facility Expenses" shall mean any expenses or obligations related to the facilities or locations where the Services are performed, which shall include, without limitation, the ongoing expenses and costs in connection with HVAC maintenance or repair costs, security services, storm and sewer, garbage, housekeeping, data, telecommunications, water, electric, gas or other utilities and any other similar costs or expenses. Facility Expenses also includes any initial, one- time costs or expenses in connection with the Services, which shall include, without limitation, signage, installation of cabling, wiring or other telecommunications infrastructure, or any other fixtures or similar expenses. "Lease Expenses" shall mean any expenses or obligations related to the facilities or locations where the Services are performed, which shall include, without limitation, the ongoing expenses and costs in connection with base rent, property taxes, common area maintenance. "HealicsCare" - Healthcare services provided by Healics' employees. "HealicsCare Staff' shall include Healics' provided staff located within the care center facility such as medical doctors, nurse practitioners, physician assistants, chiropractors, physical therapists, health coaches, medical assistants, patient care coordinators/receptionists, etc. "HealicsCare+" shall include condition -specific Disease Management programming led by the HealicsCare staff. 18243756.2 "Consulting" shall mean program design, recruiting, account management, custom reporting, etc. by Healics. "Clinic Reporting" shall mean program reporting provided by Healics. "Intellectual Property" shall mean all patents, patent applications, Trademarks, commercial names, copyrighted materials, Trade Secrets, know-how, technology, materials, plans, and other information and intellectual property incorporated into or relating to the services, products or business of a Party. "Operational Costs" shall include expenses such as electronic medical records and associated patient portals, data analytics, worker's compensation and professional liability insurance, equipment and supplies necessary for daily operation of the Care Center, standard ongoing marketing expenses, etc. as set forth in Exhibit A. "Patient" shall mean any person receiving or registered to receive medical treatment. The care center facility shall provide services to employees and covered dependents enrolled under the Winnebago County medical plan. "Project Plan" shall mean the plan designed by Healics and Client, which details the project, timeline and respective responsibilities of the Parties. The Project Plan is a working document, and the Parties acknowledge that it typically is not complete as of the Effective Date. Changes to the Project Plan after the Effective Date are only valid and binding upon the Parties when approved in writing by both Parties. "Services" shall mean those certain services provided by Healics under this Agreement, as set forth on Exhibit A attached hereto. "Service Start Date" shall mean the date on which the Services are to be in operation, as set forth on Exhibit A. "Implementation Fee" shall mean the fee required in connection with employer clinic programming, as set forth on Exhibit A. "Trade Secrets" shall have the meaning set forth in Section 2.2. "Trademarks" shall mean those registered and unregistered trademarks, trade names, service marks, icons, and logos, all worldwide registrations and applications, commercial names, distinctive label designs electronic and printed promotional and advertising materials, and all other communications in whatever form owned, licensed to, or used by Healics in connection with the production, marketing, sale and distribution of Services, the goodwill associated therewith, all rights of enforcement thereof, and all rights to sue or recover for their infringement or misappropriation "Travel Charges" shall mean costs incurred for travel and transportation and may include applicable expenses such as airfare, car rental, mileage, travel time, meals and lodging. 18243756.2 "Training Rate„ shall mean the billable rate charged to Client when HealicsCare staff engages in required training. HealicsCare program includes one full -day training event for all staff once annually and intermittent training throughout the year. Article II General Terms. Section II.1 Appointment. During the term of this Agreement, Client appoints Healics as Client's exclusive provider of the Services. During the term of this Agreement, Client shall not solicit, purchase or receive any services from any third -party that are the same, similar or competitive to the Services provided or offered by Healics, as set forth in Exhibit A. Nothing in this Agreement shall prohibit Healics from entering into agreements with others to provide any services. Section IL2 Trade Secrets. The Parties recognize and acknowledge that, in performing Services under this Agreement, Healics will necessarily use and apply information that constitutes trade secrets ("Trade Secrets") as that term is defined by applicable statues and it may be necessary for Client to be exposed to such Trade Secrets to allow the Services to be performed. Client agrees not to use or disclose any Healics' Trade Secrets, or permit any person to examine and/or make copies of any documents that contain or are derived from Healics' Trade Secrets, unless such information ceases to be deemed a Trade Secret, and to protect Healics' Trade Secrets as if they were Client's Trade Secrets. In so doing, Client shall comply with any reasonable request from Healics for the protection of Trade Secrets. Likewise, any Trade Secret or business information revealed by Client or its member companies to Healics shall not be disclosed in any way by Healics. Section IL3 No Rights to Intellectual Property. (a) Nothing in this Agreement shall be construed (i) to give either Party any right, title or interest in or to any of the other Party's Intellectual Property, Confidential Information or other property, or (ii) to provide that a Party is selling, transferring, conveying or otherwise giving away any of its Intellectual Property to the other Party. (b) Client acknowledges and agrees that it has no right, title or interest in or to any system or other applications designed for and used in connection with the Healics program or the Services. Healics acknowledges and agrees that it has no right, title or interest in or to any system or other applications owned by Client. (c) With the exception of documents considered to be part of a patient's medical record, all electronic and other documents including reports, and spreadsheets prepared or furnished by Healics pursuant to this Agreement will be the property of Healics. All medical records created pursuant to this Agreement shall, between Healics, on the one hand, and the Client, on the other hand, be the property of Client. Client may be provided copies of Healics' documents for its use, information, and reference in connection with the Services; however, such documents are not intended for reuse in any 18243756.2 manner by Client. Any Healics' documents will be regarded as Intellectual Property of Healics. (d) Without Healics' prior written consent, Client shall not use, directly or indirectly, any property of Healics for any purpose. Except as set forth herein, without Client's prior written consent, Healics shall not use, directly or indirectly, any property of Client for any purpose. (e) Unless and only to the extent required by law, neither Client nor Healics shall not permit any lien to be placed against the other Party's property. Section II.4 Relations of Parties. The Parties expressly understand and agree that Healics is an independent contractor in the performance of each and every part of this Agreement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of Healics' activities, or those of its employees or agents, in the performance of this Agreement. Except as expressly provided herein, neither Client nor Healics shall have any authority, right or ability to bind or commit the other in any way and will not attempt to do so or imply that it may do so, except as expressly provided herein. Except as expressly provided herein, neither of the Parties shall have the right to exercise any control whatsoever over the activities or operations of the other Party. Except as expressly provided herein, each Party is independent of the other and shall not hold itself out to be the agent, employer, or partner of the other. The only relationship is between the Parties by virtue of this Agreement, and no fiduciary relationship is created hereunder. Section II.5 No Representations or Warranties on Behalf of Healics. Client shall not make any representations or warranties on behalf of Healics, the wellness program, employer clinic, or the Services, including to third parties or to Client employees, without the express advance written consent of Healics. Section II.6 General Confidentiality. (a) In addition to any obligations under any Business Associate Agreement between the Parties, which shall remain outstanding, the Parties shall ensure that any information or knowledge acquired or received by a Party (the "Receiving Party") under this Agreement, or learned in the course of providing or receiving Services hereunder ("Confidential Information") shall be treated as confidential by the Receiving Party and its employees and shall not, unless required by law or otherwise permitted by the Party who owns the Confidential Information (the "Disclosing Party"), be disclosed or used during or after termination of this Agreement without the Disclosing Party's prior written consent. Confidential Information shall include, without limitation, Trade Secrets, technology and information relating to the other Party's operations and strategies. The obligations of this Section shall apply during the term of this Agreement and shall continue for a period of three (3) years thereafter. 18243756.2 (b) The provisions of this Section shall not apply to any information which: (i) becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (ii) was rightfully available to the Receiving Party on a non -confidential basis prior to the disclosure thereof by the Disclosing Party; (iii) becomes rightfully available to the Receiving Party from a source other than the Disclosing Party; or (iv) is required to be disclosed by court order or other legal process; provided that, to the extent allowed by law, the Receiving Party shall immediately notify the Disclosing Party in writing of such legal requirement, whereupon the Disclosing Party at its expense, shall have the right to commence proceedings to enjoin or limit the disclosure of such information and the Receiving Party shall reasonably cooperate therewith. Section IL7 Non -Competition. During the term of this Agreement and for a period of one (1) year thereafter, Client shall not, and shall not permit any of its affiliates to, directly or indirectly, (i) engage in or assist others in engaging in business that is competitive with Healics or the Services provided hereunder; or (ii) have an interest in any person or entity that engages directly or indirectly in business that is competitive with Healics or the Services provided hereunder, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant. Section 2.8 Non -Solicitation of Healics Employees. During the term of this Agreement and for a period of one (1) year thereafter, Client shall not, and shall not permit any of its affiliates to, directly or indirectly encourage any Healics' employee to terminate his/her employment with Healics or solicit such an individual for employment outside Healics in a manner that would end or diminish that employee's services to Healics; provided, however, nothing herein shall prevent Client from publishing general solicitation for employment made to the public (and not directed at any individual), or hiring a Healics' employee who responds to such a solicitation without prior solicitation or encouragement from Client and/or its affiliates. Article III Services and Fees Section 11I.1 General Duties and Fees. In consideration for Healics' performance of the Services and the rights granted to Client under this Agreement, Client shall pay to Healics the fees and amounts set forth on Exhibit A. Client agrees to reimburse Healics for all travel and out- of -pocket expenses incurred by Healics in connection with the performance of the Services and as set forth on Exhibit A. Client acknowledges and agrees that Healics may employ the services of non -employee contractors, partners and agents, including, but not limited to, physicians who are not Healics' employees, in the course of providing Services under this Agreement. Section IIL2 Billing. Unless otherwise provided on Exhibit A, Healics shall issue invoices to Client for the fees and amounts for any Services and Client shall pay all invoiced amounts due to Healics within 30 days of Client's receipt of such invoice. Client acknowledges and agrees that invoices 18243756.2 shall reflect pricing based on actual participation, as defined in Exhibit A. If Client pays Healics late, Healics will be entitled to impose an additional charge of 1.5% per month on the full amount of the invoice. The Monthly Service Fee is invoiced on the first of the month for the upcoming month's services. For example, an invoice is sent to the Client on January 1 for all services that will be administered in the clinic from January 1-31. All fee for service options such as Rx dispensing services, laboratory services (sent to diagnostic laboratory), vaccines, Wellness Programming or other itemized services not covered under the Monthly Service Fee shall be invoiced as they are rendered. Invoices shall be issued to Client no earlier than the 8th of each month. Section III.3 Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local government entity on any amounts payable by Client hereunder, provided that, in no event shall Client be responsible for any taxes imposed on, or with respect to, Healics' income, revenue and gross receipts, personnel or real or personal property or other assets. Section IIL4 Annual Service Minimums; Service Start Date. (a) Client acknowledges and agrees that, during the term of this Agreement, it shall be obligated to meet the Annual Service Minimums for each twelve-month period, as set forth on Exhibit A. If Client fails to meet the Annual Service Minimums during such twelve-month period, then Healics, in its sole discretion, may issue an invoice to Client for the aggregate services during the applicable twelve-month period and Client shall pay such invoiced amount in accordance with Section 3.2, above. (b) Services will be made available by the Service Start Date(s) set forth on Exhibit A assuming this Agreement has been signed by both Parties. After the Effective Date, Healics will provide design and setup services prior to Service Start Date, subject to Client's payment of any required Implementation Fee and any other fees required for such services. Healics will not conduct Health Screens prior to this Agreement being signed by both Parties. Article IV Responsibilities of Client. Section IV.1 General Duties. Client shall be responsible for providing in accordance with the terms and conditions of this Agreement and reasonable business practices, the following during the term of this Agreement: (a) Provide Healics with all required and requested data to properly populate patient database on a monthly basis. Incorrect, incomplete, improperly formatted, and/or late data may require additional processing time and is subject to Consulting fees as set forth on Exhibit A. (i) Eligibility File 18243756.2 (ii) Termination File (b) Active employer clinic programming support and promotion including correspondence with Healics about matters that might directly or indirectly affect the success of the employer clinic programming. (c) Client and Healics shall work together to create programs and incentives to maximize steerage and increase utilization of Care Center. (d) Sufficient private onsite space at Client and support for Healics' personnel, patients and participants when conducting necessary employer clinic programming and/or wellness programming services. (e) Site internet access (if applicable). (f) Physical space for clinic, any required build -out, telephone and internet service, cleaning services and utilities such as water, power, etc., as requested by Healics (g) Any other reasonable access to Client's information, property, records or documents reasonably necessary to allow Healics' performance of the Services under this Agreement. Section IV.2 Office Lease Reimbursement; Clinic Facility Expenses. (a) If, after the Effective Date, Client and Healics agree that Healics shall provide office space for the provision of any Services hereunder, then the provision of such office space and the expenses incurred in connection therewith shall be subject to, and governed by, the terms and conditions of Exhibit A to Services Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, Healics shall not be responsible for the payment of any Lease Expense or Facility Expense as both described in Article I in connection with this Agreement and all such Lease and Facility Expenses shall be the responsibility of Client. Section IV.3 Marketing and Promotional Support. Marketing and promotional support will be conducted as described in Exhibit A. In connection therewith, Client shall provide Healics reasonable access to employee communication channels so that Healics can fulfill such obligations. Section IVA Report of Problems. Client shall provide prompt notification to Healics of any problems encountered by Client, Client's participants, or other patrons of the Services, upon such problems becoming known to Client. 18243756.2 Section IV.5 Legal Compliance. Client shall be responsible for identifying and satisfying any legal obligations arising as a result of any wellness program(s) (such as the clinic program described herein), including but not limited to obligations arising directly or indirectly as a result of such wellness program's design. Section IV.6 Pediatrics. Pediatric services for patients from birth through twenty-four months will be referred to local pediatric providers. Section IV.7 Controlled Substances. Healics prohibits the prescribing and dispensing of any controlled substance in any HealicsCare facility. Section IV.8 Quarterly Meetings. The Parties will meet quarterly to discuss HealicsCare progress, including but not limited to, expected standards, center metrics, reporting and goals. Article V Representations and Warranties. Each Party hereby warrants and represents to the other Party that (a) it has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and (b) its execution, delivery or performance of this Agreement will not (i) conflict with or violate any provisions of such Parry's organization documents or (ii) violate any statute, injunction or decree of any court or of any public governmental or regulatory body, agency or authority applicable to such Party. Article VI Insurance and Liability. Section VI.1 Insurance. Healics agrees to maintain, during the term of this Agreement, at its sole cost and expense, comprehensive general liability insurance in the amount of $3,000,000 per occurrence for bodily injury and for property damage. If requested by Client, Healics hereby agrees to provide Client with a Certificate of Insurance evidencing the minimum levels of insurance set forth above. Healics agrees that it will maintain workers' compensation insurance for Healics' employees in an amount not less than the statutory requirements. Healics agrees to maintain, during the term of this Agreement, at its sole cost and expense, comprehensive professional liability (malpractice) insurance. Section VL2 Limited Liability. In the event of any discontinuation of the Services provided hereunder, neither Party nor its officers, directors, employees, providers, subcontractors, and agents shall be liable to the other Party for any indirect, special, incidental, consequential, punitive or any other damages, 18243756.2 including but not limited to any lost revenue, profits, data or commissions of any kind, whether or not foreseeable, which are claimed to have arisen therefrom (whether or not the Party was advised of the possibility of such loss or damage), under any theory of contract, negligence, strict liability or other legal or equitable theory. In no event shall the aggregate liability of any Party under this Agreement exceed the total amount of fees Healics has received from Client under this Agreement during the most recent twelve-month period. Such limitation shall not apply to the indemnification obligations under Sections 7.1 and 7.2, any liability arising from a breach of the confidentiality restrictions under Section 2.6 or any liability arising from the breach of the Office Lease Reimbursement, as set forth in Exhibit B attached hereto. Article VII Indemnification. Section VILI Healics Indemnification. Healics, on behalf of itself, its contractors and agents ("Healics' Parties") agrees to defend, indemnify and hold harmless Client, its directors, officers, employees, agents, subsidiaries, and affiliates, from and against claims, arising out of or with respect to (i) negligence/malpractice by any Healics' Parties; (ii) any willful misconduct or bad faith on behalf of any Healics' employee; (iii) Healics' management of site safety; and (iv) Healics' regulatory compliance as described in Section 9.3. Section VII.2 Client Indemnification. Client, on behalf of itself, its contractors and agents ("Client Parties") agrees to defend, indemnify and hold harmless Healics, its directors, officers, employees, agents, subsidiaries, and affiliates, from and against claims, arising out of or with respect to (i) negligence/malpractice by any Client Parties; (ii) any willful misconduct or bad faith on behalf of any Client Parties; and (iii) Client Parties' regulatory compliance. Section VII.3 Indemnification Procedure. The Party seeking indemnification hereunder shall promptly notify the indemnifying Party in writing of any claim giving rise to an indemnification claim and cooperate with the indemnifying Parry at the indemnifying Parry's sole cost and expense. The indemnifying Party may, in its discretion, take control of the defense and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the indemnifying Parry's sole cost and expense. The indemnified Party may participate in and observe the proceedings at its own cost and expense. Section VIL4 Survival of Indemnification. The provisions of this Article VII shall survive termination or expiration of this Agreement. 18243756.2 Article VIII Term. Section VIII.1 Term and Renewal. Unless terminated earlier as provided in this Article VIII, this Agreement shall be effective as of the Effective Date and shall have an initial term that continues until twelve (12) months following the Service Start Date, and thereafter shall automatically be extended for additional one (1) year terms unless either Parry provides written notice to the other Party of its intent not to renew the Agreement on or before ninety (90) days prior to the end of the then - current term. Upon the commencement of each renewal term, Healics reserves the right to adjust the fees immediately upon notice to Client. Section VIIL2 Termination for Cause. This Agreement may be terminated by either Party in the event of (a) any material default in, or material breach of, any of the terms and conditions of this Agreement by the other Party, which default continues in effect after the defaulting Party has been provided with written notice of default and thirty (30) days to cure such default; (b) the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to either Party of its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect, that authorizes the reorganization or liquidation of such Party or its debt or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property; (c) either Party's consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it; or (d) either Party's making a general assignment for the benefit of creditors; or either Party's becoming insolvent; or either parry taking any corporate action to authorize any of the foregoing. Section VIII.3 Termination for Convenience. Notwithstanding the foregoing, Healics may terminate this Agreement for convenience upon thirty (30) days' prior written notice to Client. Section VIII.4 Effect of Termination. If this Agreement is terminated by either Party under Section 8.2, while Healics is performing any Services for Client hereunder, Client shall immediately pay Healics the total fees due and payable under this Agreement for any Services already completed by Healics hereunder and for any non -cancellable third -party products or services purchased by Healics solely on Client's behalf and which are to be provided during the remainder of the then current term of this Agreement. Section VIIL5 Survival. All obligations of the Parties which expressly or by their nature survive the expiration or termination of this Agreement, including the Parties' confidentiality and indemnity obligations if any, shall continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied in full or by their nature expire. 18243756.2 Article IX Miscellaneous. Section IX.1 Notices. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the Party to be notified or upon deposit in the mail of the jurisdiction where the Party is located, by registered or certified mail or express mail with delivery signature required, postage prepaid and addressed to the Party to be notified at the address indicated for such Party on the last page of this Agreement, or at such other address as the Parry may designate by ten (10) days' advance written notice to the other Party. Section IX.2 Consents, Approvals, and Exercise of Discretion. Whenever this Agreement requires that any consent or approval be given by either Party, unless expressly provided otherwise, such consent or approval shall not be unreasonably withheld, delayed, or conditioned. Section IX.3 Regulatory Compliance. Healics accepts all responsibility for compliance with regulations and laws governing its operation of healthcare services generally, and Healics' services in particular. Notwithstanding any provision of this Agreement to the contrary, Healics shall not be responsible for nor have any liability with respect to (a) the Client's obligations or its wellness program's legal compliance with the Employee Retirement Income Security Act, the Internal Revenue Code, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act or any other federal, state or local law, or (b) any determination of whether or not the Services provided herein shall constitute a "high deductible health plan" for the purposes of Internal Revenue Code Section 223 and, as such, may affect the ability of a wellness program participant (including any participant in the clinic program described herein) to contribute to a health savings account. Section IXA Non -Waiver. The failure of either Party at any time to require performance or observance by any Party of any term or condition of this Agreement or the waiver of any succeeding breach of a term or condition, or waiver of the term or condition itself shall not affect the full right to require such performance or observance at any subsequent time. Section IX.5 Press Releases. If Client or Healics issues a press release announcing this Agreement, each Party has the right to review and approve said press release. The Parties further agree to participate in future releases as warranted by advances, changes, upgrades, and other newsworthy events as they occur. Section IX.6 Assignment. The Parties may not assign any of their rights, obligation or performance of Services hereunder to any other person or entity without the prior written consent of the other Party. 18243756.2 Section IX.7 Governing Law and Dispute Resolution. This Agreement shall be construed and interpreted in accordance with the substantive laws of the State of Wisconsin without regard to principles of conflicts of laws. Section IX.8 Cumulative Rights. The rights and remedies provided in this Agreement are cumulative and the use of any right or remedy does not limit a Party's right to use any or all other remedies. All rights and remedies in this Agreement are in addition to any other legal rights that Healics and Client may have. Section IX.9 Additional Assurances. Except as may specifically be provided to the contrary, the provisions of this Agreement shall be self -operative and shall not require further agreement by the Parties; provided, however, that upon the reasonable request of either Party, the other Parry shall execute such additional certificates, confirmations, and instruments and take such additional acts as are reasonable and as the requesting Party may deem necessary to effectuate this Agreement. Section IX.10 Force Majeure. Neither Party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service deemed to result directly or indirectly from acts of God, civil or military authority, acts of a public enemy, war, terrorism, accidents, fires, explosions, earthquakes, floods, failure of transportation, strikes or other work interruptions by either Parry's employees, changes in law, regulation or government policy, or any other similar cause beyond the reasonable control of either Party, unless such delay or failure in performance is expressly addressed elsewhere in this Agreement. Any delay resulting therefrom will extend performance accordingly or excurse performance, in whole or in part, as may be reasonable. Section IX.11 Severability. If any covenant or other provision of this Agreement is deemed to be invalid, illegal or incapable of being enforced, by reason of any rule, law or public policy, all other covenants and provisions of the Agreement shall nevertheless remain in full force and effect and no covenant or provision shall be deemed dependent on any other covenant or provision unless so expressed herein. To the extent this Agreement is in violation of applicable law, then the Parties consent and agree to negotiate in good faith to amend the Agreement, to the extent possible consistent with its purposes, to conform to law. Section IX.12 Divisions and Headings. The divisions of this Agreement into articles, sections, and subsections and the use of captions and headings in connection therewith is solely for convenience and shall not affect in any way the meaning or interpretation of this Agreement. 18243756.2 Section IX.13 Entire Agreement. With respect to the subject matter of this Agreement, this Agreement and any attached Exhibits and Schedules supersede all previous contracts, agreements and understandings and constitute the entire agreement between the Parties. Neither Party shall be entitled to benefits other than those expressly specified in this Agreement. No prior oral statements or contemporaneous negotiations or understandings or prior written material not specifically incorporated herein shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized unless incorporated in this Agreement by written amendment signed by both Parties, such amendment(s) to become effective on the date stipulated in such amendment(s). The Parties specifically acknowledge that, in entering into and executing this Agreement, the Parties rely solely upon the representations and agreements contained in this Agreement and no others. Section IX.14 Basis of Bargain. Each Party recognizes and agrees that the warranty disclaimer and remedy limitations in this Agreement are material, bargained for basis of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each Party under this Agreement and in the decision by each Party to enter into this Agreement. Section IX.15 Remedies. Termination of this Agreement and/or suspension of Services shall not be an exclusive remedy for breach of this Agreement and, whether or not termination is effected; all other remedies provided herein will remain available. Section IX.16 Business Practices. Each Party covenants that it shall use and employ sound, reasonable business practices and exercise reasonably prudent business judgment in the conduct of its business activities under this Agreement. Section IX.17 Expenses. Except as otherwise specifically provided in this Agreement, each Party shall bear its own expenses in connection with this Agreement and in connection with all obligations required to be performed by each of them hereunder. 18243756.2 IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement effective as of the Effective Date: CLIENT: By: (Print Name) (Signature) Address for Giving Notices: City of Oshkosh 215 Church Avenue Oshkosh, WI 54903-1130 Attn: John Fitzpatrick HEALICS, INC.: By: (Print Name) (Signature) Address for Giving Notices: Healics, Inc. 8919 West Heather Avenue Milwaukee, WI 53224 Attn: Dana Wemmert (Title) (Date Signed) (Title) (Date Signed) 18243756.2 FXHIRIT A DESCRIPTION OF FEES AND SERVICES I. SERVICE START DATE: January 1, 2021 II. FEES & BILLING: 1. IMPLEMENTATION FEE; ANNUAL SERVICE MINIMUM: (a) Implementation Fee: An Implementation Fee of $0.00 shall be due upon the execution of the Agreement. (b) Annual Service Minimum: As indicated by the marked services and fees detailed in Section III SERVICES below. 2. ANNUAL RATE INCREASES: (a) Healics and Client agree that fees shall increase with Healics' general annual fee increase of which Client shall receive ninety (90) days written notice. Client and Healics acknowledge and agree that fees shall not be adjusted more frequently than once per year and shall not exceed an increase of four (4) percent per year. 3. ADDITIONAL FEES: (a) Travel Charges may apply and will be invoiced as they are incurred by Healics. (b) Data transmission to a third -parry vendor will be invoiced at a flat rate of $500.00. This may include health screen, flu shot or participation data in either individual or aggregate form (example: a disease management firm). This rate is only valid during the term of this Agreement. Fees for data transmissions to another wellness vendor are $100.00 for setup and $3.00 per individual record (e.g. annual set of biometrics) that is requested to be transferred. (c) Data transmission and formatting from a third -parry vendor will be subject to the Consulting Fees set forth under Consulting. (d) Printing of materials outside of those specifically stated in this Agreement will be invoiced to Client as fees are incurred. (e) Postage charges apply to materials sent to Client or patient homes unless otherwise stated. 18243756.2 (f) Facility Lease Pass Through — should Healics and Client agree that Healics will hold the lease for the clinic facility, any and all charges Healics incurs pertaining to the lease and facility expense will be passed through to Client as set forth below: (i) Lease Expenses shall equal approximately $4843.74 per month (fixed $3633.44 lease charge plus variable Common Area Maintenance (CAM) expenses estimated to be $1210/month) commencing on January 1, 2021 and ending on December 31, 2021. Client acknowledges that it shall be responsible for all lease expenses notwithstanding termination of this Agreement for any reason. ii. Client shall pay 20 percent of the total Lease Expenses or such other percentage as may result from an agreed adjustment under the Intergovernmental Cooperation Agreement. (ii) Facility Expenses shall be billed to Client as incurred by Healics. Examples may include expenses related to utilities, maintenance, etc. Client shall pay 20 percent of the total Facility Expenses or such other percentage as may result from an agreed adjustment under the Intergovernmental Cooperation Agreement. III. SERVICES: Healics shall be responsible for providing, in accordance with the terms and conditions of this Agreement, the marked (® ) services for the associated fee during the term of this Agreement. 1. HealicsCare Programming: (a) HealicsCare Staffing shall include the following: ❑ (0) Medical Doctor(s) for a fee of $ /hour for hours/week for up to 50 weeks/year ® (3) Nurse Practitioner(s) for a fee of $109.26/hour for 103 hours/week for up to 50 weeks/year ❑ (0) Chiropractor(s) for a fee of $ /hour for hours/week for up to 50 weeks/year ® (2) Medical Assistant(s) for a fee of $31.52/hour for 70 hours/week for up to 50 weeks/year 18243756.2 ® (1) Patient Care Coordinator(s) for a fee of $26.78/hour for 30 hours/week for up to 50 weeks/year ❑ Collaborating Physician Fee of $0.00/month ® (2) Health Coach(es) for a fee of $61.80/hour for 50 hours/week for Lip to 50 weeks/year ® Training Rate for HealicsCare required staff training shall be billed at one-half their regular bill rate. • Client shall pay 30 percent of the total HealicsCare staffing fees or such other percentage as may result from an agreed adjustment under the Intergovernmental Cooperation Agreement • Billable staff hours include time spend on services and activities such as direct patient care, indirect patient care (patient research, administration, provider collaboration, client meetings, required training, etc.) • Healics may work with the Client to staff the clinic with another comparable provider and/or staff member during scheduled absences such as vacation, continuing education and sick days. • Staffing of the clinic may be adjusted to fit the needs of Client's population; the actual days and times may vary to meet this requirement. (b) Operational Costs shall include the following: ® Vaccine stock will be purchased and billed to Client ® Laboratory services will be billed to Client ® Onsite dispensed medications will be billed to Client ❑ Medical and administrative supplies will be billed to Client ® Healthcare analytics services will be billed to Client as incurred by Healics and include the following: ❑ Initial Data File Processing fee of $1500.00 per file (estimated 3 files per setup; eligibility, medical, pharmacy) ® Monthly Maintenance Fee of $1.25 PEPM (per employee per month) ® eClinicalWorks services will be billed to Client as incurred and include the following: • Any changes in fees from eClinicalWorks may result in reduced or increased fees to Client when applicable ® eCW HealicsCare Provider License for a fee of $659.00 per provider per year Business Optimizer Maintenance) ® eCW Messenger (custom patient text and/or voice campaigns) ® Voice only campaigns for a fee of $0.10 per message ® Text only campaigns for a fee of $0.10 per message ® Voice and text campaigns for a fee of $0.15 per message ® eCW Messenger auto -generated text and voice appointment reminders for a fee of $0.15 per message 18243756.2 ® (1) eCW Digital Fax line for a fee of $50.00 per month • Monthly fee includes 1000 pages per fax line. Each outgoing fax after 1000 pages will be billed to Client at a fee of $0.04 per page ® Healow online appointment scheduling for a fee of $49.00 per provider per month ® eCW Telehealth Solutions for a fee of $2.00 per visit, or as incurred by Healics (c) Consulting shall include the following: ® Recruitment of HealicsCare staff (see Section III, la) ® Ongoing management of HealicsCare program • Onsite Account Executive and Nurse Manager visits will be limited to once per month; additional visits may be subject to additional consulting and/or travel fees ® Account Executive for a fee of $50.00/hour ® Nurse Manager for a fee of $50.00/hour • Virtual meetings via phone or webinar may take place monthly, or as needed (d) ® Clinic Reporting shall include the following standard reports: ® Quarterly Clinic Performance Report ® Annual ROI Report ® Annual Care+ Disease Management Performance Report • Reports in addition to those listed above are deemed "Custom Reports" and are subject to custom reporting fees of $125.00/hour • Custom reports require a minimum of three full business days (72 hours) prior to report being submitted by Healics to Client 18243756.2