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HomeMy WebLinkAbout15. 14-503 NOVEMBER 11, 2014 14-503 RESOLUTION (CARRIED__7-0______LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE AGREEMENT WITH INTERRA HEALTH, INC. FOR THE PROVISION OF EMPLOYEE HEALTH CLINIC SERVICES INITIATED BY: CITY ADMINISTRATION 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, interviewed providers, and visited provider facilities, and have recommended that the City, County, and School District enter into an agreement with Interra Health, Inc. for the provision of Employee Health Clinic Services. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the Agreement with Interra Health, 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 appropriate City officials are authorized and directed to take those steps necessary to implement the terms and conditions of the Agreement. CITY HALL 215 Church Avenue P.O.Box 1130 Oshkosh,Wisconsin 54903-1130 City of Oshkosh � � O.IHKOIH MEMORANDUM Date: November 6, 2014 To: Oshkosh Common Council Members �� • From: John Fitzpatrick, Assistant City Manager/ Director of Admin ativ Services Re: Vendor Agreement — Health Wave Clinic — Interra Health Services As you are aware, our intergovernmental team including the Oshkosh Area School District and Winnebago County selected Interra Health Services as the vendor for our proposed health clinic, scheduled to open in January of 2015. We are fortunate to secure them as they have much experience partnering with employers for employee health services in both the public and private sectors. I believe this experience will be a key ingredient for our potential to succeed. A brief list of their client organizations include: • Serigraph • JJ Keller and Associates • City of Sheboygan • Sheboygan County • Brakebush Brothers • Northern Engraving • Miniature Precision Components • Trek • Dean Health/Plan • Physicians Plus Insurance Corporation With this memo I have included our proposed agreement with Interra, an attachment that indicates that if we decide to select another vendor prior to our agreement with them ending, that we would be responsible for building lease costs along with our other partners, a draft floor plan and our partner logos for �� the Health Wave Clinic. The agreement is for three years and is very straightforward. However, should you have any questions please let me know, and thank you for your support and assistance with this project. Attachments: Interra Agreement Attachment A Clinic Building Floor Plan Health Wave Clinic Logos cc: Sue Brinkman, HR Manager Lynn Lorenson, City Attorney Mark Rohloff, Ciry Manager Page 1 of 16 AGREEMENT FOR THE PROVISION OF INTERRA HEALTH�,INC. SERVICES This Agreement for the Provision of Interra Health�, Inc. Services (Agreement) is made and entered into this day of October, 2014, and sets forth the terms and conditions on which Interra Health, Inc. (Interra Health) will provide services for the City of Oshkosh (Client). In this Agreement, Client and Interra Health each may be referred to as a Party or collectively as the Parties. 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. De�nitions Annual Fee—Fee(s) far services provided by Interra Health to a Client each calendar year other than the Engagement Fee.The Annual Fee does not include Travel Charges. Client—Entity to which Interra Health agrees to provide Interra Health Services En�Qement Fee—Startup fee required befare initiation of services Health Screen-Includes the InHealth Risk AssessmentTM and InHealth BioScreenTM InHealth BioScreenTM-Biometric testing by Interra Health InHealth CareTM - Healthcare services provided by Interra Health providers and/or Interra Health's partner providers. InHealth CareTM clinic staff— Includes Interra Health providers and support staff located within clinic such as medical doctors, nurse practitioners, chiropractors, physical therapists, medical assistants, receptionists, etc. InHealth Coachin_�-Health coaching by Interra Health InHealth Consultin�TM - Program design, administration, custom reporting, programming, etc. by Interra Health InHealth Data TrackerTM-Program reporting by Interra Health InHealth NewsTM-Monthly electronic newsletter by Interra Health InHealth RewardsTM - Incentive program design, administration and reporting by Interra Health InHealth Risk AssessmentTM-Comprehensive health risk assessment questionnaire by Interra Health InHealth SchedulingTM -Online appointment setup and scheduling by Interra Health InHealth Total WellnessTM - Comprehensive wellness program, including the following products: InHealth BioScreen, InHealth Risk Assessment, InHealth Coaching, InHealth Rewards, InHealth Consulting,InHealth Scheduling, InHealth Data Tracker,InHealth News. Participant — Any person who partakes in the InHealth BioScreen or submits required biometrics from physician to Interra Health Service — Any service provided by Interra Health under this Agreement, including InHealth BioScreen, InHealth Coaching, InHealth Consulting, InHealth Data Tracker, InHealth News, InHealth Rewards, InHealth Risk Assessment, and InHealth Scheduling Service Start Date-The date on which Interra Health Services are to be in operation. The service start date shall be equivalent to the start date of the lease between Interra Health and the landlord for the clinic space housing the Wave Health Clinic. Trademarks -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 Interra Health in connection with the production, marketing, sale and distribution of Interra Health Services, the goodwill associated therewith, all rights of enforcement thereof, and all rights to sue or recover for their infringement or misappropriation Page 2 of 16 Travel Char�—Costs incurred for travel and transportation(airfare, car rental,mileage,etc.),travel time (half-rate),meals and lodging. Article II. Intellectual Propertv and General Terms Section 2.1 Trade Secrets. The Parties recognize and acknowledge that, in performing Services under this Ageement, Interra Health will necessarily use and apply information that constitutes trade secrets ("Trade Secrets") as that term is defined by applicable statutes and it may be necessary far Client to be exposed to such Trade Secrets to allow the Services to be performed. Client agrees not to use or disclose any Interra Health Trade Secrets, or permit any person to examine and/or make copies of any documents that contain or are derived from Interra Health Trade Secrets, unless such information ceases to be deemed a Trade Secret, and to protect Interra Health's Trade Secrets as if they were Client's Trade Secrets. In so doing, Client shall comply with any reasonable request from Interra Health for the protection of Trade Secrets. Likewise, any Trade Secret or business information revealed by Client or its member companies to Interra Health shall not be disclosed in any way by Intena Health. This provision shall be interpreted to be consistent with and shall in no way limit Client's duty to comply with the Wisconsin Public Records Law. Section 2.2 No Rights to Interra Health Property. • Nothing in this Agreement shall be construed (a) to give Client any right, title or interest in or to any of Interra Health Trademarks, commercial names, copyrighted materials, intellectual property, Trade Secrets, confidential information, or other property of Interra Health, or (b) that the Interra Health system or any Interra Health property is in any way being sold, transfened, conveyed or otherwise given to Client. • Client acknowledges and agrees that it has no right, title or interest in or to any system ar other applications designed for and used in connection with the Interra Health program or Services. • Except as provided below, all electronic and other documents including reports and spreadsheets prepared or furnished by Interra Health pursuant to this Agreement will be the property of Interra Health. Client may be provided copies for its use, information, and reference in connection with the Services; however, such documents are not intended for reuse in any other manner by Client. Except as provided below, any Interra Health documents will be regarded as intellectual property of Interra Health. • EXCept as provided below, without Interra Health prior written consent, Client shall not use, directly or indirectly, any property of Interra Health for any purpose except for its own use, information and reference in connection with the Services provided under this Agreement. • Notwithstanding the foregoing, any reports of aggregate statistical data (e.g. usage reports) furnished by Interra Health to the Client that contain no Protected Health Information(as defined under 45 CFR § 160.103) shall become the property of the Client. Client's property rights in such reports shall not be construed to give Client any right, title or interest in ar to any of Interra Health's Trademarks, commercial names, copyrighted materials, intellectual property, Trade Secrets, confidential information or any other property of Interra Health. • This provision shall be interpreted to be consistent with and shall in no way limit Client's duty to comply with the Wisconsin Public Records Law. Section 2.3 Relationship of Parties. The Parties expressly understand and agree that Interra Health 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, damages, ar debts of any type whatsoever that may arise on account of Interra Health activities, Page 3 of 16 or those of its employees or agents, in the perfarmance of this Ageement. Neither Client nor Interra Health has 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. Each Party is independent of the other and shall not hold themselves out to be the agent, employer, or partner of the other. Their only relationship is by virtue of this Agreement, and no fiduciary relationship is created hereunder. Article III. Services and Fees Section 3.1 General Duties and Fees Client shall pay an Engagement Fee of$13,000.00 to Interra Health by the Service Start Date(or earlier if Client wishes to begin services prior to the execution of this Agreement). Client shall pay the Annual Fee as set forth below. Interra Health shall be responsible for providing, in accordance with the terms and conditions of this Agreement and reasonable business practices, the marked (❑x ) services for the associated fee during the term of this Agreement. Client acknowledges and agrees that Interra Health may employ the services of non-employee contractors, partners, and agents, including but not limited to physicians who are not Interra Health employees, in the course of providing services under this Agreement provided, however, that Interra Health is responsible for insuring compliance with all applicable terms and conditions of this Agreement and any applicable law, regulation and statute in relation to such services. Interra Health will maintain legal compliance to the best of Interra Health's knowledge and ability. If, during the Agreement duration, Client purchases services not checked in the Agreement, the listed a la carte pricing will apply unless otherwise amended in writing signed by the legally authorized representative for each Party. Summary of Program Services and Fees � InHealth Total Wellnessr'" ❑X InHealth Total Wellness Comprehensive wellness programming will be provided for a fee of$0.00/participant. • Included services: InHealth Consulting, InHealth Risk Assessment, InHealth BioScreen, InHealth Scheduling, InHealth Challenges, Results Consultations, InHealth Coaching, InHealth News, InHealth Medical Management, InHealth Logs, InHealth Rewards, and InHealth Data Tracker,MEDai ❑x InHealth Risk AssessmentTM ❑x Online assessments will be provided at a cost of$0.00/participant. 0 Paper assessments will be provided at a cost of$12.00/participant. ❑ Online assessments are included in the cost of the InHealth Total Wellness program, or InHealth BioScreen. Paper assessments will be provided at an additional cost of $5.00/participant. 0 InHealth BioScreenTM • Pricing in this section is based on a participation level of at least 50% of the Client's eli�ible employees ❑x InHealth BioScreen will be provided for a fee of$52.00. ❑ InHealth BioScreen is included in the cost of the InHealth Total Wellness program. ❑ Physician Results submitted in lieu of completing the InHealth BioScreen will be discounted at a rate of$10.00/qualifying submission. ❑x The following tests are included in the cost of the InHealth BioScreen (height, weight, Blood Pressure, Total Cholesterol, HDL, LDL, TC/HDL Ratio, Triglycerides, Glucose, Waist Circumference, Body Mass Index, and Percent Body Fat). Additional tests will be Page 4 of 16 provided as indicated below. Cost(s)associated with additional testing is listed next to the � corresponding test. 0 Nicotine QT: +$9.25/test—if elected 0 Chem. 14 Panel: +$5.00/test—if elected ❑ PSA: +$15.00/test ❑ TSH: +$15.00/test ❑ Smokerlyzer�: +$5.00/test ❑ Other: +$0.00/test ❑ Other: +$0.00/test Biometric tests will be performed via the following methods: ❑ Fingerstick 0 Venipuncture ❑ Fingerstick and Venipuncture—method dependent on location ❑ A low participant surcharge will apply to locations with <8 participants per shift/day/location: • $85.00 per participant will be added for screening locations with 1 participant per shift/day/location. • $20.00 per participant will be added to screening locations with 2-8 participants per shiftJday/location. ❑ After hours (9:Olpm — 5:59am local time) and weekend screens will incur an additional fee of$0.00/screen. ❑ Report and Results Consultations ❑ One(1)immediate Results Consultation per InHealth BioScreen participant is included in the cost of the InHealth Total Wellness progam or InHealth BioScreen ❑ Immediate Results Consultations will be provided at a cost of$6.00/consultation. ❑ Telephonic Report Consultations will be provided at a cost of$11.00/consultation. ❑ InHealth CoachingTM ❑ Telephonic coaching is included in the cost of the InHealth Total Wellness program (Hours provided are based on program participation. See `TnHealth Coaching" for calculation of hours to be provided.) ❑ Onsite coaching provided by Nurse Practitioners and/or Medical Assistants is included in the cost of Nurse Practitioner and Medical Assistant hourly rates. ❑ Telephonic coaching will be provided for a fee of $60.00/hour. Coaching will be provided telephonically for up to 0 hours/month. ❑x InHealth NewsTM ❑ InHealth News will be provided for a fee of$0.00/participant. ❑x InHealth News is included in the cost of the InHealth Total Weliness program, or InHealth BioScreen. ❑x InHealth Schedulin�TM ❑ InHealth Scheduling will be provided for a fee of$0.00/participant. � InHealth Scheduling is included in the cost of the InHealth Total Wellness program, ar InHealth BioScreen. 0 InHealth Consultin�TM ❑ InHealth Consulting will be provided for a fee of$125.00/hour and administrative work for a fee of$0.00/hour. ❑ InHealth Consulting is included in the cost of the InHealth Total Wellness program. ❑ InHealth RewardsTM ❑ InHealth Rewards self-reported programming is included in the cost of the InHealth Total Wellness program. Page 5 of 16 ❑ Self-reported InHealth Rewards programming will be provided for a fee of $10.00/participant. Participant activities will be self-reported online without document verification by Interra Health. ❑ Verified InHealth Rewards programming will be provided for a fee of$20.00/participant. Participant activities will be submitted to Interra Health with verified documentation. ❑x InHealth Data TrackerTM ❑ Standard reporting is provided at no cost with applicable service. Applicable standard reports include: ❑ Participation Report(electronic format) ❑ Executive Report(Aggregate Report) • An Interra Health representative will conduct one (1) � webinar � onsite Executive Report presentation per program year. ❑ Individual Risk Reports ❑ Incentive Report ❑ InHealth Coaching Quarterly Reporting � Quarterly Provider Service Report by CPT Code Volume (includes number of CPT codes with description) � Quarterly Laboratory Service Report by CPT Code Volume (includes number of CPT codes with description) � � Custom Reports are subject to consulting fees of$125.00/hour ❑x Additional Services ❑X Flu Vaccines will be provided for a fee based on annual supply rates but shall not exceed $30/participant.—If elected. ❑x InHealth CareTM onsite/near site clinic will include the following providers and services: ❑X Engagement fee one time and payable at contract signing for an amount of$13,000.00. 0 Office Lease Reimbursement per Attachments A and B (attached). Reimbursement shall not exceed$8,470.00 per month. � Physician Assistant/Nurse Practitioner(s) for a fee of$104.00/hour (if 80 hours/week or more at this clinic) or$115.00/hour(if 40-79 hours/week at this clinic) for 46 weeks/year (Includes InHealth Medical ManagementTM). Client will pay for 20% of the total physician assistant/nurse practitioner charges for the clinic or such other percentage as may result from an agreed adjustment under the Intergovernmental Cooperation Agreement. ❑ Chiropractor(s)for a fee of$90.00/hour for 40 hours/week for 46 weeks/year ❑x Medical Assistant(s) for a fee of$30.00/hour for 80 hours/week for 46 weeks/year. Client will pay for 20% of the total medical assistant charges for the clinic or such other percentage as may result from an agreed adjustment under the Intergovernmental Cooperation Agreement. ❑ Receptionist(s)for a fee of$25.00/hour for 40 hours/week for 46 weeks/year � Collaborating Physician Fee of$0.00/month ❑x Vaccines invoiced at Interra Health's cost plus 16.5%. Vaccines will be invoiced monthly to the Client as they are consumed. 0 Rx Pharmacy Prescription and dispensing invoiced at Interra Health's cost plus 16.5%. Prescriptions will be invoiced monthly to the Client as they are consumed. � MEDai Claims Chronic Disease Management Patient compliance tracking billed at $9.00/eligible primary insured/year. � Development and implementation of InHealth Care program 0 Recruitment and staffing of InHealth Care program(to include staff listed above) • Physician Assistants will have prescribing and dispensing privileges unless otherwise noted. • Billable ho�►rs include patient care,administration, client meetings, etc. Page 6 of 16 • Interra Health will provide equipment and supplies necessary for patient care and basic office administration(e.g. exam table,medical supplies,computer, etc.) • Labs performed through the InHealth Care program will be billed to Client at "provider"rates • Prescriptions prescribed and dispensed through the InHealth Care program will be billed to Client at "provider" rates. Client will be invoiced for the initial inventory and then invoiced as restocking occurs. • Clinic services take place up to �46 weeks per year (due to Continuing Education, Vacation, Holidays, etc.) • Interra Health may staff the clinic with another comparable provider and/or staff member during vacation, continuing education and sick days. � Management of InHealth Care • Account Management site visits will take place once/week, two (2) months prior to the clinic's opening and once/month during the year. � Initial promotion of InHealth Care program which may include: • Email and print communications • Employee Kick-Off Meetings/Webinar • Clinic Grand Opening InHealth Total WellnessTM o A participant is defined as any person who completes the InHealth BioScreen or submits Physician Results in lieu of a biometric screening. o Includes the following products: InHealth BioScreen, InHealth Risk Assessment, InHealth Coaching, InHealth Rewards, InHealth Consulting, InHealth`Scheduling, InHealth Data Tracker, and InHealth News. o Available health coaching hours for InHealth Total Wellness programming is based on the following formula: three (3) hours/week per 100 participants. [Example: a group of 1,000 participants equate to 30 hours per week] InHealth Risk AssessmentTM o Access to InHealth Risk Assessment for all program participants. o For the first year of the program, participants that complete the paper assessment will receive a full paper report. Each additional year of the program, participants that complete paper assessments shall receive paper summary reports. Full reports may be requested by each participant in writing. o Any extension to the schedule may be subject to additional fees(see Section 3.2 Additional Fees). o Custom questions may be added to the InHealth Risk Assessment for an additional fee (see section 3.2 Additional Fees). InHealth BioScreenrM o Access to InHealth BioScreen for all eligible program participants. o Cotinine (nicotine metabolites)testing is only performed on participants who state they are NOT tobacco users. TSH tests are recommended for female participants>40 years of age. Tests will be performed according to these recommendations unless specifically requested differently by Client. � o Travel Charges may apply(See Section"Additional Fees"). o Qualifying physician blood result submissions must have a test date no older than three (3) months prior to first screening date of the InHealth BioScreen and can have no more than two (2) missing required values. Page 7 of 16 o Interra Health will not reimburse participants submitting results from a third party for any costs incurred including co-pays, deductibles,coinsurance,etc. o The Heath Screen process will take place for a time period determined during program design and stated in the approved screening schedule. The time period is based on the number of projected participants and Client locations. o Any extension to the schedule may be subject to additional fees(see Section 3.2 Additional Fees). InHealth NewsTM o Electronic monthly newsletter made available to all participants with a valid email address in the Interra Health system. InHealth Schedulin� o Development of screening schedule(includes dates,times and locations). o Online scheduling tool for participants to schedule, change, and delete InHealth BioScreen, InHealth Coaching, and consultation appointments. o Confirmation and reminder emails for all scheduled appointments. o Confirmation emails are sent immediately following setting/changing of appointment. o Reminder emails are sent morning of day priar to appointment. o Email functionality requires valid emails present in the Interra Health database. o Production of applicable InHealth Data Tracker reports. InHealth ConsultingrM o Includes wellness program design and implementation, wellness program management, telephonic participation on wellness committees, Executive Report meetings, technology development, etc. o The number of included consulting and administrative hours is based on the following ratio: 25 hours per 500 participants.Additional hours are subject to a la carte rates. o Travel Charges may apply(See section 3.2 Additional Fees). Report and Results Consultations o Onsite immediate Results Consultations require fingerstick blood collection. o Immediate Results consultations are performed immediately following the InHealth BioScreen and last approximately 3-5 minutes. o Telephonic Report Consultations last approximately 10-15 minutes. o Interra Health will provide the same number of telephonic Report Consultation timeslots as the number of participants that complete the InHealth BioScreen,plus an additional 5%. o Any extension to the schedule may be subject to additional fees(see Section 32 Additional Fees). InHealth CoachinaTM o Staffing of a certified Health Coach to provide InHealth Coaching services. o Coaching hours include other Client related services such as Client/participant specific research, administration, Client conference calls, eta � o Health coaching may take place approximately 46 weeks per year (due to vacation, holidays, Health Screens, etc). o Coaching hours shall be allocated based on the following formula: up to three(3)hours/week/100 participants. o Standard rates apply to coaching hours between 8:OOam - 6:OOpm CST. Additional fees may apply for after hours and weekend appointments(see Section 3.2 Additional Fees). o Production of applicable electronic InHealth Data Tracker reports. InHealth RewardsTM Page 8 of 16 o For self-reported InHealth Rewards programs, participant activities will be self-reported online without document verification by Interra Health. o For verified InHealth Rewards programs, participant activities will be submitted to Interra Health with verified documentation. o Design of incentive model to include participation and follow-up program activities and rewards. o Tracking of follow-up program participation. o Production of applicable electronic InHealth Data Tracker. o Any extension to the schedule may be subject to additional fees (see Section 3.2 Additional Fees). InHealth Data TrackerrM o Standard reporting is provided at no cost with applicable service. All reports are provided in electronic format. o Participation Report: Interra Health will provide one (1) Participation Report within two (2) weeks of the Health Screen closing date. o Executive Report (Agb egate Report): Interra Health will provide one (1) Executive Report meeting within four (4) weeks of the Health Screen closing date. An electronic version and five (5) paper copies of the Executive Report will be provided at the time of the Executive Report presentation. o A minimum of 50 participants is required to generate a full Executive Report. o Individual Risk Reports: Participants that complete the InHealth Risk Assessment online will have unlimited access to view and print their online Individual Risk Report. Paper reports can be provided to online participants for an additional fee (see Section 3.2 Additional Fees). For the first year of the progam, participants that complete the paper assessment will receive a full paper report. Each additional year of the program, participants that complete paper assessments shall receive paper summary reports. Full paper reports may be requested by each participant in writing. o Incentive Summary: Interra Health will provide one (1) Final Incentive Summary within two (2) weeks of the program closing date. o InHealth Coaching Quarterly Reporting: quarterly reports will be provided on a calendar quarter regardless of Service Start Date. o Reports in addition to those listed above are deemed `Custom Reports"and are subject to custom reporting fees(see Section 3.2 Additional Fees). o Custom reports require a minimum of three (3) full business days (72 hours)prior to report being submitted by Interra Health to Client. Section 3.2 Additional Fees o Travel Charges: No travel charges shall be charged to the Client by Interra Health ar by any of its subcontractors for services performed within Winnebago County or any adjoining county absent the express written consent of the Client. Under no circumstances shall any travel expenses be charged in relationship to laboratory work performed by Interra Health or by any of its subcontractors. Cancellation charges may apply to any schedule cancellations ar changes. Cancellation charges will include any non-refundable travel expenses incurred by Interra Health. Cancellation charges shall apply only to the cancellation of clinic services and are the sole responsibility of Client. At no time shall individual employees be responsible for cancellation fees. o A cancellation charge of $250.00/cancelled (or changed) event/day will apply if changes are made within 72 business hours of event if using Interra Health employees or direct contractors. o Cancellation charges for events performed via an Interra Health screening partner company will be invoiced according to the following schedule: Page 9 of 16 o Venipuncture — will invoice 100% of the total of scheduled services unless notified of cancellation at least fourteen (14) calendar days in advance of the scheduled program date. o Fingerstick — Day of the Event — Billed at full cost based on expenses and the actual number of participants expected. One to four (1-4) business days prior to the event— Billed at 50%of the anticipated number of participants plus any expenses incurred. Prior to five (5) business days — Bill only expenses that cannot be recuperated (typically airfares, sometimes hotel, and shipping). o Any extension to the schedule (InHealth BioScreen, InHealth Risk Assessment, InHealth Coaching, Report Consultations, etc.) may be subject to fees calculated using the following formula: # of eligible participants x $0.15 x # of days extended. Extension fees due to greater than expected participation may be waived at the sole discretion of Interra Health. o Custom questions may be added to the InHealth Risk Assessment for a fee of$250.00 for setup, plus $50.00 per custom question. o Standard rates apply to InHealth Coaching hours between 8:OOam and 6:OOpm CST, Monday through Friday. An additional fee of$10.00/hour will apply to coaching hours Monday through Friday from 6:Olpm-7:59am CST and on weekends. o Participants that complete the InHealth Risk Assessment online will have unlimited access to view and print their online Individual Risk Report. Paper reports can be provided to online participants for an additional fee of$5.00/report. o Data transmission to a third party vendor will be invoiced at a flat rate of$500.00. This includes biometric data in either individual or aggregate form (example: a disease management firm). This rate is only valid during the length of this contract. o If Client does not have a valid contract with Interra Health, data transmission fees to another wellness vendor shall be billed at a rate of$100.00 for setup and $3.00 per individual record (annual set of biometrics)that is requested to be transferred. o Reports requested in addition to included standard reports are deemed "Custom Reports" and are subject to custom reporting fees of$125.00/hour. o Data transmission and formatting from a third party vendor may be subject to consulting fees. o Postage charges apply to materials sent to Client or participant homes unless otherwise stated. Section 3.3 Billing o As described in Section 3.1, the Engagement Fee will be collected prior to the initiation of any services. o Services will be billed according to the billing schedule described in this Section. If Services for additional year(s) are initiated before the termination of this Agreement, Client will be obligated for all fees described in Section 3 of this Agreement unless specifically stated otherwise in a future Agreement. 0 The following a la carte Services will be billed to Client on a monthly basis as they are rendered (or costs incurred): ❑ InHealth Risk Assessment *fees in excess of those included in the ❑ InHealth BioScreen InHealth Total Wellness program ❑ InHealth Consulting* *fees in excess of those included in the ❑ InHealth Rewards InHealth Total Wellness program ❑ InHealth News ❑ InHealth Scheduling ❑x Travel Charges ❑ Report Consultations 0 Postage ❑ InHealth Coaching � InHealth Care ❑ InHealth Data Tracker* 0 Clinic Labs Page 10 of 16 ❑x Vaccines *fees in excess of those included in the � MEDai* InHealth Total Wellness program � Rx Prescriptions &Dispensing � Invoicing for InHealth Total Wellness will take place as follows: o Client will be invoiced monthly at a rate of$00.00/completed InHealth BioScreen. Qualifying Physician Results submissions will be credited at a rate of$00.00/submission. Such invoicing will take place until InHealth BioScreen completion. • A participant is defined as any person who completes the InHealth BioScreen or submits Physician Results in lieu of a biometric screening. Participants who do not complete the InHealth BioScreen or submit Physician Results may be subject to a la carte pricing. • Additional fees will be billed on a monthly basis as they are rendered(or costs incurred). • Interra Health does NOT provide adjustments to the monthly invoices for terminated employees or participants. Article IV.Distribution and Collection of Revenue Execution of this Agreement by Interra Health and Client constitutes Client's written confirmation to Interra Health of Annual Service Minimums for service provided by physician's assistants, nurse practitioners, medical assistants, and other medical personnel as agreed upon by the Parties. Services will be made available by Service Start Date(s) upon execution of this Agreement by both Parties. Interra Health will provide, design, and setup services prior to Service Start Date, if engagement fee is paid in fu1L Interra Health will not conduct services prior to the execution of this Agreement by both parties. Client shall be responsible under this Agreement for the payment to Interra Health of all fees, including the Annual Fee, Engagement Fee, Travel Charges, and other cost as billed as enumerated herein. If Client pays Interra Health late, defined as thirty (30) days past receipt of invoice, and there is no bona fide dispute as to the invoiced amount, Interra Health will be entitled to impose a financial penalty of 1.5%per month on the portion of the invoice that is not paid within terms. Article V. Responsibilities of Client Section 5.1 General Duties. Client shall be responsible for providing, in accordance with the terms and conditions of this Agreement and reasonable business practices,the following services during the term of this Agreement: o Provide Interra Health with all required data, unless protected pursuant to federal or state law, to properly populate system database. o Incorrect, incomplete, improperly formatted, and/or late data will require additional processing time and is subject to additional consulting fees. o Active wellness program support and promotion including correspondence with Interra Health about matters that might directly or indirectly affect the success of the wellness program. o Sufficient private near site space at Client's place of business and support far Interra Health personnel and participants while conducting wellness program services. Section 5.2 Marketing and Promotional Support. Marketing and promotional support will be conducted as described in Article III of this Agreement. During this time, Client shall provide Interra Health reasonable access to Client-owned employee communication channels so that Interra Health can fulfill such obligations. Section 5.3 Report of Problems. Client shall provide prompt notification to Interra Health of any problems encountered by Client, Client's participants, or other patrons of the program, if such problems become known to Client. Page I 1 of 16 Article VI. 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 herein, and (b) the execution, delivery or performance of this Agreement will not (i) conflict with or violate any provisions of such Party'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. Interra Health represents and warrants that all services provided under this Agreement shall be provided in a manner consistent with the highest standards applicable in the industry, shall be provided in a good and workmanlike manner and shall comply with all applicable laws, statutes and regulations. Article VII. Insurance. Interra Health shall be required to maintain, during the term of this Agreement, at its sole cost and expense, comprehensive general liability insurance in the amount of$3,000,000.00 per occurrence for bodily injury and for property damage. Upon request by Client, Interra Health hereby agrees to provide Client with a Certificate of Insurance evidencing the minimum levels of insurance set forth above. Interra Health agrees that it will maintain workers' compensation insurance for Interra Health employees in an amount not less than the statutory requirements. Interra Health agrees to maintain, during the term of this Agreement, at its sole cost and expense, comprehensive professional liability (malpractice) insurance in the amount of$1,000,000.00 per claim/$3,000,000.00 aggregate. Article VIII. Indemnification and Liability. Section 8.1 Indemnification. Interra Health, on behalf of itself, its contractors and agents ("Interra Health Parties"), covenants and agrees to protect and hold Client harmless against all actions, claims, and demands which may be caused by or result from the intentional or negligent acts of the Interra Health Parties related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation by the Interra Health Parties, and shall indemnify or refund to Client all sums including court costs, attorney fees, and punitive damages which Client may be obliged or adjudged to pay on any such claims or demands caused by or resulting from intentional ar negligent acts of the Interra Health Parties as specified in this paragraph. Subject to any limitations contained in Sec. 893.80, and any similar statute, of the Wisconsin Statutes, Client agrees to indemnify and hold the Interra Health Parties harmless from and against any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including reasonable attorney's fees), or damages to person or property arisin� out of the intentional or negligent acts of Client or its officers, employees or agents while acting within the scope of their employment. It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment. Section 8.2 Liability. Neither party shall be liable to the other for consequential, indirect, incidental or punitive damages, which were not reasonably foreseeable or within the contemplation of the parties at the time of formation of this Agreement. Page 12 of 16 Section 8.3 Survival of Indemnification. The provisions of this Article VIII shall survive termination ar expiration of this Agreement. Article IX.Term Unless terminated earlier as provided in this Article IX, this Agreement shall have an initial term of thirty-six (36) months from the Service Start Date, and thereafter on each annual anniversary of the Service Start Date(beginning with the first anniversary)the term of this Agreement shall automatically be extended an additional twelve (12) months unless on or before ninety (90) days immediately preceding any such anniversary date, either Party gives notice to the other that the term shall not be extended beyond the expiration date of the then-current term. Expiration of this Agreement shall not relieve Interra Health of its obligation to perform certain functions required of Interra Health following expiration as those functions are identified in this Agreement. Article X.Miscellaneous Section 10.1 Notices. Any notice required or permitted under this Agreement shall be given in writing by the Party's authorized representative, 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 below for such Party, or at such other address as the Party may designate by ten(10) days' advanced written notice to the other Party: If to the City of Oshkosh: Assisfant City Manager/Director of Administrative Services City of Oshkosh 2015 Church Avenue Oshkosh, Wisconsin 54903-1130 If to Interra Health: Interra Health, Inc. 1675 N. Barker Rd., Suite 200 Brookfield, WI 53045 Section 10.2 Consents,Approvals,and Exercise of Discretion. Whenever this Agreement requires that any consent ar approval be given by either Party, unless expressly provided otherwise, such consent or approval shall not be unreasonably withheld, delayed, or conditioned. Section 10.3 Regulatory Compliance. Interra Health represents and warrants�that it is fully licensed and authorized to perform all obligations and duties required of Interra Health hereunder. Interra Health accepts all responsibility for, and shall at all times comply with all federal, state, and local regulations and laws governing its operation of healthcare services generally, and Interra Health services in particular. � Section 10.4 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 ar the waiver of any succeeding breach of a term ar 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. Page 13 of 16 Section 10.5 Press Releases. If Client ar Interra Health issues a press release announcing this Agreement, each Party has the right to review and approve said press release. Both Parties further agree to participate in future press releases as warranted by advances, changes,upgrades, and other newsworthy events as they occur. Section 10.6 Assignment. Neither this Agreement, nor any part hereof, may be transferred or assigned without the prior written consent of the other Party,which consent may be withheld for any reason whatsoever. Section 10.7 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 conflict of law principles. The Parties shall, in good faith, attempt to mediate any dispute arising out of or in connection with this Agreement with a mediator selected by and agreed upon by the Parties. In the event the Parties are unable to reach a satisfactory resolution through mediation, all disputes shall be settled by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association and shall be conducted befare a single arbitratar, selected by and agreed upon by the Parties. The arbitratar shall determine the procedure for the arbitration, including number of documents and witnesses, length of testimony, admission of evidence, rules of procedure, party statements, and, to the extent authorized by the arbitrator, briefing. Arbitration shall be held in Oshkosh, Wisconsin. The decision and award of the arbitrator shall be final and binding upon the parties, and judgment may be entered on the award in any court of competent jurisdiction. The arbitrator's decision shall be in writing, contain findings of fact and conclusions of law, and shall be issued within fifteen (15) business days of the closing of the record. The parties intend this provision shall survive termination or expiration of this Agreement. Section 10.8 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 Interra Health and Client may have. Section 10.9 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 Party 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 the provisions of this Agreement. Section 10.10 Force Majeure. Neither Party shall be liable or deemed to be in default for any delay ar 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 public enemy, war, terrorism, fires, explosions, earthquakes, floods, changes in law, regulation ar 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 there from will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable. Section 10.11 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 specifically expressed herein. To the extent this Agreement or Page 14 of 16 any provision herein is in violation of applicable law, then the Parties consent and agree to negotiate in good faith to amend the Agreement or the provision,to the extent possible consistent with its purposes,to conform to law. Section 10.12 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. Section 10.13 Entire Agreement. With respect to the subject matter of this Agreement, this Agreement and any attached Appendices sets forth the entire agreement between the Parties hereto and supersedes all prior and contemporaneous contracts, agreements, understandings, negotiations, and dealings between the parties with respect to the subject matter, whether aral or written,and constitutes the entire agreement between the Parties, provided, however, that Winnebago County, the City of Oshkosh, and the Oshkosh Area School District are simultaneously contemplating entering into similar ageements with Interra Health as well as entering into an Intergovernmental Agreement in relationship to the subject matter of this Agreement . Consequently, said Intergovernmental Agreements and the above—referenced simultaneous agreements may be reviewed by an arbitrator,judge or jury for purposes of determining the intent of the Parties to this Agreement should a future dispute arise.. 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 mutual amendment signed by both Parties' duly authorized representative, 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 10.14 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 Ageement and in the decision by each Party to enter into this Agreement. Section 10.15 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 10.16 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 10.17 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. Section 10.18 Termination. If either Party at any time fails to comply with, breaches or otherwise fails to fully perform any covenant contained herein, the Party seeking termination this Agreement shall give prompt notice in writing to the Page 15 of 16 Party of such noncompliance, nonperformance or breach. In the event the offending Party does not remedy such noncompliance, nonperformance ar breach within thirty (30) days from the receipt of such notice (unless such failure is caused by an event of Force Majeure as set forth above), then at the option of the Party seeking termination of this Agreement, the contract may be terminated immediately by delivery to the offending Party of written notice of such election to terminate, but the offending Party shall remain liable for any costs to the Party seeking termination directly resulting from the offending Party's failure. Nothing herein shall be construed as limiting a Party's right to pursue all remedies available to the Party at law or at equity. A party's breach of the Agreement or receipt of a notice of noncompliance, nonperformance or breach does not excuse that party's obligation to perform other terms and conditions contained within this Agreement. This Agreement shall automatically terminate if Interra Health ceases doing business as a going concern ar transfers all or a substantial part of its assets; ar becomes or is adjudicated insolvent or bankrupt, admits in writing its inability to pay its debts as they become due, or makes an assignment for the benefit of creditors; or Interra Health applies for or consents to the appointment of any receiver,trustee or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer is appointed without the consent of Interra Health; or Interra Health institutes any bankruptcy, insolvency, reorganization, moratarium, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding is instituted against Interra Health and is not dismissed within sixty(60) days; or any judgment, writ,warrant or attachment or execution of similar process is issued or levied against a substantial part of Interra Health's property and remains unsatisfied for si�y (60) days. Nothing herein shall be construed as limiting the Client's right to pursue all remedies available to Interra Health at law or at equity. Please see Attachment A far further detail on expenses that live beyond termination of the Service Agreement. All lease expenses live beyond the termination of this Agreement and shall not exceed $8,470.00/month. Lease expenses will extend for the length of the lease(maximum of 36 months from Service Start Date of this Agreement). Section 10.19 Third Party Beneficiary. No person or entity not a party hereto, including without limitation, employees, customers, creditors or clients of Interra Health, shall derive any rights hereunder ar construed to be a third party beneficiary hereof. Section 10.20 Public Records Law. Interra Health is hereby advised that Client is subject to Wisconsin's Public Records Law, Wis. Stat. §§ 1931, et seq. Interra Health agrees that it shall cooperate with Client to assist Client in complying with the Public Records Law. Section 10.21 Duty of Cooperation. Interra Health agrees to fully and faithfully cooperate with Client during the term of this Agreement and for a period of three (3) years following termination, for whatever reason. Without limiting the general duty hereunder, the duty of cooperation shall include timely responses to Client's reasonable requests for information, timely provision of information to allow Client to comply with Wisconsin's Public Records Law, and provision of personnel and information the Client determines necessary to conduct any investigation related to Interra Health's services. Page 16 of 16 IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement effective as of the Service Start Date: CITY OF OSHKOSH: (Print Name) (Title) (Signature) (Date) INTERRA HEALTH,INC: (Print Name) (Title) (Signature) (Date) Attachment A Office Lease Reimbursement Interra Health agrees to lease the office space necessary for the clinic at 292 Ohio Street, Oshkosh, WI 54902 (the "Office Space") and Client agrees to reimburse Interra Health for its respective portion of costs incurred. When finalized, the lease for the office space shall be attached to this Agreement as Attachment B (the "Lease"). Except as set forth below, Interra Health shall pay all rent ("Rent"), property ta�ces ("Taxes"), and all other amounts due and owing under the Lease during the term thereof. Interra Health agrees to obtain the following for the Office Space: 1. All utilities and services that Interra Health determines are necessary in connection with its lease of the Office Space and operation of the clinic, including, but not limited to, electricity, water, gas, internet,fax,telephone, security,waste removal,and snow removal(the"Utilities"); 2. Cleaning services for the Office Space and common areas("Cleaning Services");and 3. Insurance that Interra Health determines is necessary for the Office Space, including, but not limited to,any insurance required under the lease for the Office Space("Insurance"). Client shall reimburse Interra Health for its respective portion of costs and expenses (per the Intergovernmental Cooperation Agreement executed by and between Winnebago County, the City of Oshkosh,and the Oshkosh Area School District) incurred or accrued by Interra Health relating to its lease of the Office Space, including, but not limited to,Rent, Ta�ces, City Services(water, sewer, storm sewer), maintenance and repairs for the Office Space and common areas, and remodeling or build-out of the Office Space for the clinic ("Costs and Expenses"). Interra Health shall invoice Client far Costs and Expenses, generally as they are incurred or accrued. The development plans, including materials,vendors, equipment, and development dates and timeframe for the remodeling or build-out are subject to Client approval. All costs and expenses associated with any remodeling and/or build-out are further subject to pre-approval by Client. Client shall pay each invoice within thirty(30)days of receipt. The parties recognize that: (i) Interra Health will incur significant costs and expenses in connection with leasing the Office Space, including, but not limited to, the Costs and Expenses; (ii) Interra Health is leasing the Office Space and incurring the Costs and Expenses solely at Client's request and as a service to Client; and(iii) Interra Health will not have any further use for the Office Space upon the expiration or termination of this Agreement. Accordingly, Client agrees that its obligation to reimburse Interra Health for its respective portion of Costs and Expenses includes any and all Costs and Expenses that are incurred or accrued at any time, whether priar to the Service Start Date, prior to the effective date of this Agreement, during the term of this Agreement, or after the term of this Agreement, so long as such costs and expenses have been pre-approved by the Client. If this Agreement expires or terminates for any reason prior to the termination of the Lease, the Parties agree to the following: (i)Client shall continue to reimburse Interra Health for its respective portion of Costs and Expenses incurred or accrued by Interra Health in connection with the Lease; (ii)Client shall reimburse Interra Health for its respective portion of any reasonable costs Interra Health incurs in its attempts to mitigate the Costs and Expenses, including, but not limited to, costs of locating and contracting with a subtenant; and (iii) if requested by Interra Health and permitted under the Lease and other applicable agreements, Client, together with Winnebago County and the Oshkosh Area School District, shall assume Interra Health's obligations under the Lease and applicable service agreements and complete any and all documentation necessary to effectuate an assumption of obligations under the Lease and service agreements. This paragraph shall survive termination of this Agreement for any reason. If the Lease terminates during the term of this Agreement, unless otherwise agreed by the Parties in writing, Client, together with Winnebago County and the Oshkosh Area School District, shall be solely responsible for: (i) procuring a new location for the clinic; (ii) remodeling and building out the new location; and (iii) paying all rent, taxes, utilities, internet connectivity, insurance and other costs and expenses in connection with the new space.