HomeMy WebLinkAboutInterra Health4
CITY OF OSHKOSH
LEGAL DEPARTMENT
215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130
PHONE: (920) 236-5115 FAX (920) 236-5106
LETTER OF TRANSMITTAL
To: Interra Health Inc.
1675 North Barker Rd, Suite 200
Brookfield, WI 53045
Attn: Ryan Sommers
Please find:
❑ Copy of Letter
❑ Meeting Notes
❑ Specifications
Date:
December 2, 2014
Project:
N/A
From:
Carol Marchant, Adm. Assistant
Re:
Agreement for the Provision of
Interra Health, Inc. Services
® Attached ❑ Under Separate Cover
® Contracts ❑ Amendment ❑ Report ❑ Agenda
❑ Photos ❑ Mylars ❑ Change Order ❑ Plans
❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other
Quantity
Description
1
Copy of the fully executed Agreement for the Provision of Interra Health, Inc.
Services
These are being transmitted as indicated below:
❑ For Approval ® For Your Use ❑ As Requested ❑ For Review & Comment
Remarks:
cc: City Clerk (original)
Human Resources (copy)
City Attorney (copy)
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 12" day of November, 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. Definitions
Annual Fee — Fee(s) for 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
Engagement Fee — Startup fee required before initiation of services
Health Screen — Includes the InHealth Risk AssessmentTM and InHealth BioScreen TM
InHealth BioScreenTM — Biometric testing by Interra Health
InHealth CareTM — Healthcare services provided by Interra Health providers and/or Interra Health's
partner providers.
InHealth Care TM 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 CoachingTM — Health coaching by Interra Health
InHealth Consultinem — Program design, administration, custom reporting, programming, etc. by Interra
Health
InHealth Data Trackefrm — 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 Scheduling_TM — 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 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.
0 InHealth Data Trackefrm
❑ 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 ❑x onsite
Executive Report presentation per program year.
❑ Individual Risk Reports
❑ Incentive Report
❑ InHealth Coaching Quarterly Reporting
El Quarterly Provider Service Report by CPT Code Volume (includes number of CPT codes
with description)
❑x Quarterly Laboratory Service Report by CPT Code Volume (includes number of CPT
codes with description)
❑x 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.
El Office Lease Reimbursement per Attachments A and B (attached). Reimbursement shall
not exceed $8,470.00 per month.
❑x 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
0 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
0 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.
❑x 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.
❑x MEDai Claims Chronic Disease Management Patient compliance tracking billed at
$9.00/eligible primary insured/year.
❑D Development and implementation of InHealth Care program
❑x Recruitment and staffing of InHealth Care program (to include staff listed above)
• Physician Assistants will have prescribing and dispensing privileges unless
otherwise noted.
• Billable hours include patient care, administration, client meetings, etc.
Page 6 of 16
❑x
0
• 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 BioScreenTM
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 Scheduline
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 prior to appointment.
o Email functionality requires valid emails present in the Interra Health database.
o Production of applicable InHealth Data Tracker reports.
InHealth Consulting TM
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 3.2 Additional Fees).
InHealth CoachingTM
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, etc.
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.
Page 8 of 16
InHealth RewardsTM
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 TrackerTM
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 (Aggregate 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 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 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 or 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 or 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:O1pm - 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.
x❑ 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
El
Travel Charges
❑ Report Consultations
0
Postage
❑ InHealth Coaching
El
InHealth Care
0 InHealth Data Tracker*
(]
Clinic Labs
Page 10 of 16
0 Vaccines *fees in excess of those included in the
0 MEDai* InHealth Total Wellness program
0 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
full. 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 for 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 11 of 16
Article VI. Reuresentations 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 or 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 arising 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 or 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 Parry 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:
Assistant City Manager/Director of Administrative Services
City of Oshkosh
215 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 or 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 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.
Page 13 of 16
Section 10.5 Press Releases.
If Client or 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 before a single arbitrator, selected
by and agreed upon by the Parties. The arbitrator 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 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 public enemy, war, terrorism, fires, explosions, earthquakes, floods, 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 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 oral 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 agreements 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 Agreement 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 or 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
or transfers all or a substantial part of its assets; or 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, moratorium, 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 sixty (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 for 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 or 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. §§
19.3 1, 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:
Mark A. Rohloff,QQCitty�y Manager
(Signa re) (Date)
Pame a R. Uyrig�I, City -C-41
(Signature) (Date)
Trena Larson, Director or Finance
J(3"Um 19 111,
(Signature) $ate)
4Lyn . Lorenson, C' Attorney
ture) (bate)
INTERRA HEALTH, INC:
Ryan Sommers, Executive Vice President
(SignatAK) ° (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 taxes ("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, Taxes, 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 for 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 prior 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.
Attachment B
COMMERCIAL LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease"), is made by, between and among BRIDGEVIEW
HOLDINGS, LLC, a Wisconsin limited liability company ("Landlord"), whose mailing address is
300 Ohio Street, Oshkosh, Wisconsin 54902, and INTERRA HEALTH, INC., a Wisconsin
corporation ("Tenant"), whose mailing address is 1675 North Barker Rd, Suite 200, Brookfield
Wisconsin 53045.
For good and valuable consideration, the receipt and legal sufficiency of which is
hereby acknowledged by the parties hereto, it is agreed as follows:
1. DEMISE: In consideration of the rents, covenants, and agreements contained in this
Lease, Landlord hereby demises and leases to Tenant, and Tenant hereby takes and
leases from Landlord, the following described premises:
a. Leased Premises: A portion of the approximately 12,791 square foot commercial
building and land located at 290 through 300 Ohio Street, City of Oshkosh, Winnebago
County, Wisconsin (the "Office Building"), the combined suite of 292 and 296 Ohio
Street, to be designated as 292 Ohio Street, containing 3,011 square feet, more or
less (the "Leased Premises").
b. Parking Areas: The right to use in common with Landlord and Landlord's other
tenants and their employees, invitees and customers, the parking area provided by
the Landlord in the designated areas for the parking of automobiles continuous to the
Office Building; provided that the Landlord retains the right to make reasonable rules
and regulations with reference to the use of said parking area, including the right to
provide certain reserved parking. Landlord hereby grants Tenant the right to designate
3 parking spaces in front of the Leased Premises as reserved parking for Tenant
customers.
2. COMPLETION OF THE LEASED PREMISES: Landlord shall remodel and finish the
interior of the Leased Premises as identified in the plans and specifications attached
hereto as Exhibit A ("Plans"). Any work other than, or in addition to, the items specifically
set forth in the Plans shall be performed for Tenant at its own cost and expense.
a. Approval of Changes: Landlord shall deliver any subsequent substantial changes to
the Plans to Tenant and Tenant shall have seven (7) calendar days from the receipt
of the changes to notify Landlord, in writing, of any objection. Tenant's failure to give
such notice within the time specified shall constitute approval of the changes to the
Plans.
b. Delivery: Landlord shall deliver the Leased Premises, with work substantially
complete, to the Tenant not later than January 1, 2015 ("Delivery Date").
c. Tenant Inspection: Tenant acknowledges that: (1) Tenant has inspected the Leased
Premises and hereby accepts the same in its "as is" condition, except for work
_ _ldentlfied_an_the Pla0s.,-and-(2)-L--andiord--has--made-no-warr-anties-or-represeri-`Llions____
regarding the condition of the Leased Premises. Tenant shall re -inspect the Leased
Premises within ten (10) calendar days of the Delivery Date and if no written objection
is received to Landlord within those ten (10) calendar days, Tenant shall be deemed
to accept the Leased Premises in its "as is" condition at that time.
3. TERM AND RENEWAL:
a. Original Term: The original term of this lease shall be a period of three (3) years,
commencing January 1, 2015.
4. RENT:
a. Minimum Rent: Commencing January 13t, 2015 and continuing for the term of the
lease, Tenant agrees to pay to Landlord a minimum monthly rent at the rate of
$3387.375 per month, ("Minimum Rent"). All rent and other payments shall be sent
to Landlord at the address set forth above, or to such other address as may be
furnished.
b. Additional Rent: All costs, charges, expenses and adjustments of rent which Tenant
assumes, agrees or is obligated to pay to Landlord pursuant to this Lease shall be
deemed "Additional Rent". Minimum Rent and Additional Rent shall be referred to
collectively as "Rent".
d. Time of Payment: Each monthly Rent payment shall be due and payable on or before
the first day of each calendar month. In the event that any payment is received more
than ten (10) calendar days after its due date, Tenant shall pay to Landlord, as
additional rent, interest on the delinquent amount at the rate of 12% per annum.
e. No Set Off: Tenant shall pay the Minimum Rent promptly when due without notice or
demand therefore and without any abatement, deduction, or setoff for any reason
whatsoever, except as herein otherwise provided.
f. Receipt of Lesser Amounts: No payment by Tenant or receipt or acceptance by
Landlord of a lesser amount than the correct Minimum Rent shall be deemed to be
other than a payment on account.
5. TRUE NET LEASE: Tenant shall pay as Additional Rent Tenant's proportionate share of
Taxes, Landlord's Insurance, and Operating Expenses (collectively "Impositions"), all as
hereinafter defined. Tenant's proportionate share is 23.5% (based on 3,011/12,765).
a. Tenant's Obligations: Tenant covenants to reimburse Landlord, as additional rent,
for
i. all taxes, lowest allowable installments of assessments (including but not limited
to, all assessments for public improvements or benefits, whether or not
commenced or completed within the term of this Lease), excises, levies, license
and permit and inspection fees and other governmental charges, which at any
time prior to or during the term of this Lease may have been or may be assessed
or become due and payable ("Taxes"),
ii. Landlord's insurance related to the Leased Premises ("Landlord's Insurance"),
Landlord's maintenance and operation of the Office Building and all common
areas, such as: dumpster expense, shared utilities, snow removal, and lawn care
peraL:Ing---Expenses }.-Tenant---shall-- a an and- all ---personal property taxes
levied on the equipment, improvements, inventory or other personal property
owned or leased by Tenant, and
iv. payment of any federal, state, or local tax or surcharge imposed on the rent
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c. Tenant shall cause Tenant's Liability Policy and Tenant's Property Policy to be issued
by reputable and independent insurers. The Tenant's Liability Policy and Tenant's
Property Policy shall have a maximum deductible of $25,000.00 per occurrence.
7. DAMAGE TO PROPERTY:
a. The Landlord shall not be liable in damages, by abatement in rent or otherwise, for
any damage either to the person or the property of the Tenant, or for the loss of or
damage to any property of the Tenant from any cause whatsoever. The Landlord shall
not be liable for any injury or damage to persons or property, or loss or interruption to
business resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain, snow, or leaks from any part of the building, or by any cause of whatsoever
nature; nor shall the Landlord be liable for any damage caused by other tenants or
persons in said building, or caused by operations in construction of any private or
public or quasi -public work. None of the limitations of the liability of Landlord provided
for in this subsection (a) shall apply if such loss, injury or damages are proximately
caused by the gross negligence or breach by the Landlord, its employees, or
independent contractor of the Landlord.
b. The Tenant shall be liable for any damage to the building or property therein which
may be caused by its act or negligence, or the acts of his or her employees or
customers, and the Landlord may, at its option, repair such damage, and the said
Tenant shall thereupon reimburse and compensate the Landlord, as additional rent,
within thirty (30) days after rendition of a statement by the Landlord, for the total cost
of such repair and damage.
8. INDEMNIFICATION, DEFENSE AND HOLD HARMLESS: Tenant shall defend,
indemnify and hold Landlord harmless against all expenses, liabilities, and claims of every
kind, including actual attorneys' fees, to the extent arising out of either (1) a failure by
Tenant to perform any of the terms or conditions of this Lease required to be performed
by Tenant hereunder, (2) any injury, death, or damages happening to any persons or
property due to Tenant's use of the Leased Premises, or (3) a failure by Tenant to comply
with any applicable law of any governmental authority; provided, however, that the
foregoing obligations shall not apply to the extent such expenses, liabilities, or claims arise
from the negligence or intentional misconduct of Landlord. Landlord shall defend,
indemnify and hold Tenant harmless against all expenses, liabilities, and claims of every
kind, including actual attorneys' fees, to the extent arising out of either (1) a failure by
Landlord to perform any of the terms or conditions of this Lease required to be performed
by Landlord hereunder, (2) any injury, death, or damages happening to any persons or
property due to Landlord's use of the Leased Premises, or (3) a failure by Landlord to
comply with any applicable law of any governmental authority; Provided, however, that the
foregoing obligations shall not apply to the extent such expenses, liabilities, or claims arise
from the negligence or intentional misconduct of Tenant.
Notwithstanding anything to the contrary provided in this Lease, it is understood and
agreed that there shall be absolutely no personal liability on the part of any officer, director,
shareholder,._oar_ther.,--mem.ber,_emnloyee.--er-agent of -Landlord -or -Tena; t -wit h -respect --to
any of the terms, covenants and conditions of this Lease.
S
payments, in accordance with current or subsequently implemented federal,
state, or local legislation.
b. Estimated Payments and Reconciliation: Tenant shall pay to Landlord, as
Additional Rent, payments in the annual amount of $3.00 per square foot, for the 3,011
square feet of the Leased Premises, totaling $9,033.00 annually ("Estimated
Payments"). Estimated Payments shall be payable monthly in installment amounts of
1/12th of the annual Estimated Payments, or $752.50, at the same time and in the
same manner as Minimum Rent is due. At the end of each year of the term of the
Lease, Landlord shall submit to Tenant an annual reconciliation statement setting forth
the annual amount of the total Impositions and Tenant's Share of the Impositions
("Reconciliation Statement"). If such Reconciliation Statement shall show that the
Estimated Payments paid by Tenant exceeded Tenant's Share of the Impositions for
the year, Tenant shall be entitled to a credit in the amount of such excess against the
next year's Estimated Payments. However, if such Reconciliation Statement shall
show that the Estimated Payments were less than Tenant's Share of the Impositions
for the year, Tenant shall pay the amount of such deficiency to Landlord within thirty
(30) days after being furnished with the Reconciliation Statement.
c. Landlord's Obligations: Landlord shall pay those Impositions that are invoiced in
Landlord's name and billed directly to Landlord before the same shall be reduced to a
lien upon the Leased Premises. Landlord shall keep the Leased Premises insured
against loss or damage by fire or other casualty insurable under standard fire and
extended coverage insurance in an amount determined by Landlord.
d. Utilities: All electric light, heat, power, sewerage, fuel, internet, phone, cable, and
other utility service charges and assessments that are separately metered shall be
paid by the Tenant, for the benefit of the Leased Premises, prior to any fine, penalty,
interest or cost may be added for non-payment.
6. INSURANCE.
a. Tenant, at Tenant's expense, shall obtain and keep in full force and effect (1) an
insurance policy for all of Tenant's property and alterations (including the alterations
provided for herein) in an amount equal to 100% of the replacement value thereof
("Tenant's Property Policy"), and (2) a policy of commercial general liability and
property damage insurance on an occurrence basis ("Tenant's Liability Policy"). The
Landlord shall be named as additional insured on Tenant's Liability Policy.
b. Tenant's Liability Policy shall contain a provision that (1) no unintentional act or
omission of Tenant shalt affect or limit the obligation of the insurer to pay the amount
of any loss sustained, and (2) the policy is non -cancelable with respect to the Landlord
unless at least thirty (30) days of advance written notice is given to Landlord, except
that Tenant's Liability Policy may be cancelable on no less than ten (10) days of
advance written notice to Landlord for nonpayment of premium. If Tenant receives
any notice of cancellation or any other notice from the insurance carrier, which may
adversely affect the coverage of the insureds under Tenant's Property Policy or
.-._...-.Tenant's_Liabili_ty-Policy, -the: Tenant shall- immediately- deliver -to Land;ord a copy-af, _ _.
such notice. The minimum amounts of liability under Tenant's Liability Policy shall be
a combined single limit with respect to each occurrence in the amount of
$2,000,000.00 for injury (or death) to persons and damage to property.
K
shall not be removed by Tenant. Landlord shall retain any equipment, furniture or other
assets that Landlord provided in connection with the Leased Premises.
All business and trade fixtures, machinery and equipment, communications equipment
and office equipment, whether or not attached to or built into the Leased Premises, which
are installed in the Leased Premises by or for the account of Tenant without expense to
Landlord and can be removed without structural damage to the building, and all furniture,
furnishings and other articles of movable personal property owned by Tenant and located
in the Leased Premises (herein collectively called "Tenant's Property") shall be and shall
remain the property of Tenant and may be removed by Tenant at any time during the term
of this Lease; provided that if any of Tenant's Property is removed, Tenant shall repair or
pay the cost of repairing any damage to the Leased Premises resulting from the installation
and/or removal thereof.
At or before the termination of this Lease, Tenant, at its expense, shall remove from the
Leased Premises all of Tenant's Property (except such items thereof as Landlord shall
have expressly permitted to remain and such items attached to or built into the Leased
Premises, which property shall become the property of Landlord), and Tenant shall repair
any damage to the Leased Premises of the building resulting from any installation and/or
removal of Tenant's Property.
Any other items of Tenant's Property which shall remain in the Leased Premises after the
termination of this Lease, abandonment by the Tenant or the surrender of the Leased
Premises by Tenant may be deemed to have been abandoned, and in such case such
items may be retained by Landlord as its property or disposed of by Landlord, without
accountability, in such manner as Landlord shall determine, at Tenant's expense. Landlord
will not store any item of personal property or Tenant's Property that Tenant leaves behind
when the Tenant moves from the Leased Premises.
15. DESTRUCTION OF PREMISES: In the event of a partial destruction of the Leased
Premises during the term from any cause, Landlord shall repair the same, provided
insurance proceeds are sufficient to make such repairs and the repairs can be made within
120 days under the laws and regulations of applicable governmental authorities. Any
partial destruction shall neither annul nor void this Lease, except that Tenant shall be
entitled to a proportionate reduction of rent while the repairs are being made, based on
the extent the repairs interferes with Tenant's business on the Leased Premises. If the
insurance proceeds are insufficient to make such repairs or the repairs cannot be made
-in the specified time, Landlord may, at Landlord's option, make repairs within a reasonable
time, this Lease continuing in full force and effect and the rent to be proportionately abated
as previously set forth in this Section. In the event that Landlord does not elect to make
such repairs, this Lease may be terminated at the option of either party. In the event of
any partial destruction that Landlord is obligated to repair or may elect to repair under the
terms of this Section, Landlord shall proceed to complete such repairs as quickly as may
be practical under the circumstances, and Tenant waives any right to make repairs at the
expense of Landlord. Should the Leased Premises be destroyed to the extent of more
than 50% percent of the replacement cost thereof, this Lease shall be terminated at the
..__.. ........ _....... _ __ .. - _..---_.. _
16. SIGNAGE: Tenant shall obtain Landlord's prior written consent and approval to the type
and placement of any sign or other advertising on the Office Building. Tenant expressly
agrees that no sign shall be installed until all approvals and permits are first obtained. All
C.1
9. MUTUAL WAIVER OF SUBROGATION: Nothing herein shall be construed as authorizing
or permitting the insurers of either party to be subrogated to any of either such party's
rights against the other party, such right of subrogation being hereby expressly waived
and disclaimed by both parties. This waiver of subrogation shall not be enforced if it will
invalidate or impair the coverage under any policy.
10. TENANT'S USE: Tenant shall use and occupy the Leased Premises in a careful, safe
and proper manner, and will not occupy or use the Leased Premises for any unlawful
purpose or business. Tenant will comply with all laws, ordinances, rules and regulations
of all governmental authorities pertaining to the use and occupancy of the Leased
Premises. In addition, Tenant, at its sole expense, agrees to resolve promptly any and all
disputes with any neighbors, governmental bodies or departments, or any other third
parties relating to violations or problems generated by its operations.
11. MAINTENANCE OF PREMISES:
a. Landlord's Obligations: Landlord will make all structural repairs to the Leased
Premises and will keep in good order and repair the roof, foundations, load bearing
walls, subsurface conditions, and the exterior of the Leased Premises except any
doors, windows and glass, upon notification of the necessity for such repairs, ,and
further provided that if the need for the repair shall be attributable to any act or
omission of Tenant, Tenant shall be responsible therefor. Landlord shall maintain the
common areas.
b. Tenant's Obligations: Tenant will keep all non-structural elements, the interior of
the Leased Premises, and the storefront, doors and glass, together with all electrical,
plumbing, ventilating, heating, air conditioning, and other mechanical installations
therein, in good order and repair at its expense; and will surrender the Leased
Premises at the expiration of the Term or at such other time as it may vacate the same
in as good condition as when received, excepting ordinary wear and tear.
12. LANDLORD'S RIGHT TO PERFORM. In the event Tenant refuses and neglects to make
repairs or maintain the Leased Premises properly as required herein, and to the
reasonable satisfaction of Landlord, and within fifteen (15) calendar days after written
demand, Landlord may undertake such repairs without liability for any loss or damage to
Tenant's fixtures, business or other property, Tenant shall be obligated to pay Landlord
the costs of making such repairs as additional rent.
13. ALTERATIONS: Tenant shall not make any alterations, additions, or improvements to the
Leased Premises without the prior written consent of Landlord, whose consent shall not
be unreasonably withheld. All such alterations, additions or improvements shall be
performed at the expense of Tenant. All alterations, additions or improvements shall be
installed in a first class, workmanlike manner, All alterations, additions or improvements
so made by Tenant shall become part of the Leased Premises, and as a consequence of
which, Tenant, upon expiration of the lease term or cancellation thereof, shall not have
the right to remove the same.
14. _ __r 4I-VDi_naD!S.-A,,�,rcD TE,NA :'�' J P.ROPERT'/ -Ali-fixtures equipment, -improvements and
appurtenances attached to or built into the Leased Premises at the commencement of or
during the term of this Lease, whether or not by or at the expense of Tenant, shall be and
remain a part of the Leased Premises and shall be deemed the property of Landlord and
5
any similar federal or state law, or shall be adjudicated a bankrupt or insolvent or shall
make an assignment for the benefit of its creditors or shall admit in writing its inability
to pay its debts generally as they become due, or if a petition or answer proposing the
adjudication of Tenant as a bankrupt or its reorganization under any present or future
federal or state bankruptcy law or any similar federal or state law shall be filed in any
court and such petition or answer shall not be discharged or denied within 120 days
after the filing thereof; or
e. Receivership: If a receiver, trustee, or liquidator of Tenant or of all or substantially all
of the assets of Tenant or of the Leased Premises shall be appointed in any
proceeding brought by Tenant, or if any such receiver, trustee, or liquidator shall be
appointed in any proceeding brought against Tenant and shall not be discharged
within 120 days after such appointment, or if Tenant shall consent to or acquiesce in
such appointment; or
f. Levy or Executions: If the interest of Tenant in this Lease shall be levied on under
execution or other legal process, and unless such execution or legal process shall
within 30 days from the date of levy be nullified or otherwise rendered ineffective, or if
any assignment of Tenant's property shall be made for the benefit of creditors, or if
Tenant shall abandon or vacate the Leased Premises.
22. LANDLORD'S REMEDIES: Upon a breach of this Lease or an Event of Default:
a. Landlord may terminate this Lease and the term created hereby, in which event
Landlord may repossess the Leased Premises and be entitled to recover as damages
a sum of money equal to the value of the remaining portion of this Lease; to be
determined on the basis of the rent paid or payable, less the fair rental value of the
Leased Premises for said period, and any other sum of money and damages owed by
Tenant to Landlord; or
b. Landlord may terminate Tenant's right to possession and may repossess the Leased
Premises without demand or notice of any kind to Tenant and without terminating this
Lease, in which event Landlord shall make a reasonable effort to re -let the same for
the account of Tenant for such rent and upon such terms as shall be reasonably
satisfactory to Landlord; if Landlord shall fail to re -let the Leased Premises, or the
Leased Premises are re -let at a lesser rate, then Tenant shall pay to Landlord as
damages a sum equal to the amount of the rental reserved in this Lease for such
period or periods, or, if the Leased Premises have been re -let, Tenant shall satisfy and
pay any such deficiency upon demand therefore, from time to time, and Tenant agrees
that Landlord. may file suit to recover any sums falling due under the terms of this
Section and that no suit or recovery of any portion due Landlord shall be a defense to
any subsequent action brought for any amount not reduced to judgment in favor of
Landlord.
23. DEFAULT BY LANDLORD: In the event Landlord breaches any of the terms or
provisions of this Lease and Landlord has not cured such breach within 30 days after
Landtord s--receipt-of-written._ notice thereof, or made -ai=rangements to cure any breach_
which could not reasonably be cured within said period, Tenant shall have the right to cure
such default on behalf of Landlord and to recover the reasonable cost thereof from
Landlord or offset such cost against future rent payable hereunder. Nothing provided
herein shall limit Tenant's right to terminate the Lease, at its sole discretion, in the event
0
costs associated with the installation of any sign, including but not limited to, the fabrication
of the sign, installation costs, and the approvals and permits shall be borne solely by the
Tenant.
17. LIENS: In no event shall Tenant create or permit any construction, mechanic or other liens
to be attached or filed against the Leased Premises, Office Building, the Landlord or any
tenants of the Landlord. In the event that Landlord is forced to satisfy or dismiss any such
lien, Tenant shall indemnify Landlord for all costs associated with dismissing the lien,
including court costs and reasonable attorneys' fees.
I& BROKERS: The parties represent and warranty one another that neither party has dealt
with any broker or person in connection with this Lease other than Mr. Curt Pitzen, agent
of NAI MLG Commercial (which broker will be compensated by Landlord pursuant to a
separate agreement).
19. SURRENDER OF PREMISES: Tenant will deliver up and surrender possession of the
Leased Premises to Landlord upon the expiration of this Lease or upon its termination, in
a good and substantial state of repair, excepting reasonable wear and tear and damage
by fire or other insured casualty.
24. EMINENT DOMAIN: If the Leased Premises, or any part thereof, shall be taken under
eminent domain proceedings, or transferred to a public authority in lieu of such
proceedings, Landlord may terminate this Lease as of the date when possession is taken.
All damages awarded for such taking shall belong to and be the property of Landlord.
Tenant shall have no claim against Landlord by reason of such taking or termination and
shall not have any claim or right to any portion of the amount that may be awarded or paid
to Landlord as a result of any such taking, except that Tenant shall have the right to make
a claim against such public authority for its loss of business and for any other relief
available to Tenant by law in the event such taking involves the physical taking of all or a
portion of the Leased Premises, and in such event Tenant shall also have the right to
terminate this Lease as of the date when possession is taken by the public authority.
21. EVENTS OF DEFAULT. • The occurrence and continuance of any of the following events
shall constitute an Event of Default under this agreement:
a. Default in Payment: Tenant shall be in arrears in the payment of any payment due
Landlord pursuant to this Lease for a period of ten (10) calendar days from the time
such payment is due; or
b. Default in Performance of Agreement: Tenant shall default in the performance or
observance of any of the agreements or conditions herein to be observed or performed
by Tenant continuing for a period of ten (10) calendar days following written notice
thereof to Tenant by Landlord; or
c. Default in insurance Coverage: If Tenant shall fail or neglect to maintain any
insurance coverage required by this Lease and such failure or neglect shall continue
for a period of not less_thari 48 hou.rs__aftr.Landlord.has notified -Tenant in-writ;ng.of
such failure or neglect.
d. Insolvency: If Tenant shall file a petition in bankruptcy or for reorganization or for an
arrangement pursuant to any present or future federal or state bankruptcy law or under
7
of default by Landlord. Landlord agrees that Tenant may file suit to recover any damages
incurred by Landlord's default under this Lease.
24. PARTY'S RIGHTS ARE CUMULATIVE: No remedy herein or otherwise conferred upon
or reserved by Landlord or Tenant shall be considered exclusive of any other remedy, but
the same shall be cumulative and shall be in addition to every other remedy given to
Landlord or Tenant. None of the rights given hereunder to sue for rent or to prevent the
breach or nonobservance of any of the terms hereof, or the exercise of any such rights,
shall in any way affect or impair the right of Landlord to declare the term hereby granted
at an end and to terminate this Lease as herein provided because of any default in or
breach of any of the covenants, provisions or conditions of this Lease.
25. QUIET ENJOYMENT. Landlord hereby covenants and agrees with Tenant that if Tenant
shall perform all of the covenants and agreements, Tenant shalt, at all times during the
Original Term or Renewal Term, have the quiet enjoyment and possession of the Leased
Premises.
26. SUBORDINATION: This Lease and Tenant's rights hereunder shall be subject and
subordinate to the lien of any mortgage which the Landlord has placed or may place upon
the Leased Premises and to all terms, conditions and provisions thereof, to all advances
made, and to any renewal, extensions, modifications or replacement thereof. Upon
request by Landlord, Tenant shall subordinate its rights hereunder to the lien of any
mortgage or mortgages, or the lien resulting from any other method of financing or
refinancing.
27. ACCESS TO PREMISES BY LANDLORD: Landlord shall have access to the Leased
Premises at all reasonable hours and upon reasonable notice during the Original Term
and any Renewal Terms for the purpose of examining the same; provided, however, that
Landlord shall not interfere in any way with the business operation of Tenant. Landlord
acknowledges that Tenant is subject to the provisions of the Health Insurance Portability
and Accountability Act of 1996 and related regulations ("HIPAA"), and that HIPAA requires
Tenant to ensure the safety and confidentiality of patient medical records. Landlord further
acknowledges that, in order for Tenant to comply with HIPAA, Tenant must restrict access
to the portions of the Leased Premises where patient medical records are kept or stored.
Landlord hereby agrees that, notwithstanding the rights granted to Landlord pursuant to
this Lease, Landlord or Landlord's employees, agents, representatives, or contractors may
not enter those areas of the Leased Premises designated by Tenant as locations where
protected health information, including patient medical records, are kept and/or stored
unless Landlord is accompanied by an authorized representative of Tenant or unless an
emergency situation exists.
28. ASSIGNMENT AND SUBLETTING BY TENANT: Tenant shall not have the right to
assign this Lease, or let or sublet the whole or any part of the Leased Premises, without
the prior written consent of Landlord, which consent shall not be unreasonably withheld.
Landlord shall have the absolute right to withhold consent to any requested assignment
by Tenant if Landlord is not satisfied that the proposed assignee is in a suitable financial
--condition-.-._ - -- ___.___- _.------ . _ ___
29. ASSIGNMENT BY LANDLORD: Landlord shall have the right to transfer, assign and
convey in whole or in part, any and all of the rights of Landlord in and to the Leased
Premises and under this Lease.
E
31. ESTOPPEL CERTIFICATE: Tenant shall, without charge, at any time and from time to
time at reasonable intervals, within twenty (20) calendar days after request by Landlord,
execute, acknowledge, and deliver to Landlord or any other person, firm, or corporation
specified by Landlord, an estoppel certificate in such form as may from time to time be
provided by Landlord.
32. NON -WAIVER. Landlord's failure to insist upon strict performance of any covenant of this
Lease or to exercise any option or right herein contained shall not be a waiver or
relinquishment for the future of such covenant, right or option.
33. CONSTRUCTION OF LEASE: Words of any gender used in this Lease shall be held to
include any other gender, and words in the singular number shall be held to include the
plural. Wherever used herein, the words "Landlord" and "Tenant" shall be deemed to
include the heirs, personal representatives, successors, sub -Tenants of said parties,
unless the context excludes such construction.
34. INVALIDITY OF PROVISIONS: If any portion or provision of this agreement shall to any
extent be held invalid or unenforceable, the remainder of this agreement shall not be
affected thereby, and each portion and provision of this agreement shall continue to be
valid and enforceable to the fullest extent permitted by law.
35. SERVICE OF NOTICE: Notices hereunder shall be provided in writing and sent via U:S.
Mail to the address of the party as set forth above, or to such other addresses either party
may have furnished. Notice shall be deemed to have been given as of the time said notice
is deposited in the U.S. Mail, unless otherwise provided herein.
36. SURVIVAL OFLEASE COVENANTS: The terms, conditions and covenants of this Lease
shall be binding upon and shall inure to the benefit of each of the parties hereto, their
heirs, personal representatives, successors or, and shall run with the sand.
37. HEADINGS: It is understood and agreed that the headings are inserted only as a matter
of convenience and for reference, and in no way define, limit or describe the scope or
intent of this Lease, nor in any way affect this Lease.
38. AUTHORITY. Parties warrant and represent to each other that necessary company or
corporate action has duly authorized, and execution of this Lease and is the binding act
of the respective company or corporation.
Dated this/L1 day of AV 2014.
Landlord:
BRIDGEVIEW HOLDINGS LLC
WilliA Steiner, Managing Mem
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10
Tenant
INTERRA HEALTH, INC
Ryan
, Executive Vice President
Javad Ahmad, Managing Member
11
Exhibit A
The Plans
To be attached.
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LLC PAUL
ARCHIMCTS PLANiNERS
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292 Ohio StreetMMER11i
300 Ohio Street 1-6 CO
Oshkosh, Wisconsin Oshkosh, Wisconsin RESIDENTIAL
MCCARTHY GODLEWSM LLC
TRADEMARK • COPYRIGHT • TRADE SECRET
Sally McCarthy Godlewslsi` 430 Ahnaip Street Phone: 920-720-2722
'Also licensed in New York, Illinois (inactive), Menasha, WI 54952 Fax: 920-720-2170
Missouri (inactive), & Connecticut (Retired) www.sallymccartbylaw.com Email: sallymccarffiy@sbcgiobal.net
December 31, 2016
Assistant City Attorney David Praska
215 Church Avenue
P.O. Box 1130
Oshkosh, WI 54903-1130
Re: State of Wisconsin Trademark & Federal Trademark
Three Waves Health Clinic & Wellness Center
Dear Dave,
Congratulations! The Federal and State Trademark Registration Certificates representing
registration of the Trademark/Service Mark THREE WAVES HEALTH CLINIC &
WELLNESS CENTER ® have been received. Enclosed please find the original Certificates of
Registration. These documents should be kept in a safe place along with other important corporate
documents. Only a copy of the Registration Certificates will be kept in your file. The documents
have been accorded registration numbers and issuing dates.
You should immediately begin to use one of the following symbols each time the mark is used in
connection with your goods:
® ("R" in a circle), e.g. Three Waves Health Clinic & Wellness Center ®, or
Reg. U.S. Pat. & Tm. Off., or
Registered in U.S. Patent and Trademark Office.
Failure to use one of these symbols could prevent profits and damages from being recovered by
you unless a defendant had actual notice of the registration at the time of the infringement.
A trademark legend, or notice, should be used on your website, on your brochures or ads for
services or other printed materials where the trademark appears. Please note that the
trademark/service mark must be used EXACTLY as it has been filed. The trademark legend
should read:
Three Waves Health Clinic & Wellness Center ® is a registered trademark/service mark
owned by the City of Oshkosh, Winnebago County, & Oshkosh Area School District. All
Rights Reserved.
Where space is a premium, you may delete the `service mark' language as a service mark is a
type of trademark. Remember that use of the Trademark/Service Mark must be for the services
listed on the certificate, i.e. medical clinics and medical services. If the Mark is not used for these
services in interstate commerce, the Mark may be subject to cancellation.
To maintain the Federal registration, which provides the most protection, a Declaration of
Continued Use under Section 8 of the Trademark Statute must be filed between the fifth (51') and
MCCARTHY GODLEWSKI LLC
Page 2
sixth(6u') anniversaries of the registration date, namely, between March 8, 2021 and March 8,
2022. Additionally, at that time, an Affidavit of Incontestability should be filed to limit the basis
on which the registration may be challenged by others.
Also, the registration must be renewed each succeeding ten (10) year anniversary of the
registration date. The first ten year renewal must be filed by March 8, 2026. Please mark your
calendar accordingly.
To summarize, in this case the critical dates are:
1. Affidavit of Incontestability- between March 8, 2021 and March 8, 2022
2. Declaration of Continued Use- between March 8, 2021 and March 8, 2022
3. Application for Renewal and Declaration of Continued Use- by March 8, 2026
(Mark your calendar for March 8, 2025)
4. And every ten years thereafter starting at the March 8, 2026 date, i.e. March 8,
2036, March 8, 2046 and every ten years beyond that date.
These dates are critical. Even though they are years in the future, please mark your calendar
accordingly. I recommend you have a paper deadline system as well as an electronic system, as
electronic systems will change in the coining years. It should be understood that McCarthy
Godlewski LLC cannot assume any responsibility for the ultimate maintenance or renewal of
these Trademark Registrations. We therefore advise you to keep us well informed about any
change relating to these Trademarks, or in your change of address.
As you will note from the renewal dates above, Trademark ownership may be perpetual as long
as the Trademark/Service Mark is continually used in interstate commerce and the Mark is
maintained by you as you use the Mark, submit filings and pay maintenance fees to the USPTO.
STATE TRADEMARK
Although I submitted the names of the three owners of the Mark in the State application, and the
Wisconsin Department of Financial Institutions' online Trademark records clearly show all three
owners of the Mark, for some reason only one owner appears on the certificate. It appears to be a
function of space on the certificate itself.
To further maintain the State of Wisconsin registration, the registration must be renewed each ten
(10) year anniversary of the registration date. Therefore, a Renewal must be filed before August
26, 2025 and every ten years thereafter with the State of Wisconsin.
As stated above, McCarthy Godlewski LLC cannot assume any responsibility for the ultimate
maintenance of this Trademark Registration either. Do advise me regarding any change relating
to this Trademark, or in your change of address.
I am sending this letter and attachments to you as I am uncertain as to how to notify the other
Trademark owners. Please inform all the parties, copying tis correspondence to the appropriate
contact persons, as I am unaware of all of those details. Some entity and some method within the
organization will need to track the maintenance dates for these trademarks. Perhaps all entity -
owners should calendar the dates. Until I hear differently, I will assume I should continue to
contact the City of Oshkosh in order to discuss any Trademark needs.
MCCARTHY GODLEWSKI LLC
Page 3
Please do not hesitate to call me if you have any questions or concerns.
Thank you for the opportunity to assist you in regarding your Intellectual Property matters.
Sincerely,
McCARTHY GODLEWSKI LLC
Sally McCarthy Godlewski
Attorney at Law
Encl: State of Wisconsin Trademark
Federal Service Mark from USPTO
„,,jrttb i§tateo of z1wrri
aani�w e�ame �pau. moo a�aee����,�k OfficeCQ
= 11000mumu M15k,
HEALTH CLINIC & WELLNESS CENTER
Reg. NO. 4,912,972 CITY OF OSHKOSH (WISCONSIN A MUNICIPAL CORPORATION ORGANIZED UNDER
THE LAWS OF THE STATE OF WISCONSIN)
Registered Mar. 8, 2016 PO BOX 1130
OSHKOSH, WI 549031130 AND
Int. Cl.: 44
SERVICE MARK
PRINCIPAL REGISTER
Director of the United States
Patent and Trademark Office
WINNEBAGO COUNTY (WISCONSIN A MUNICIPAL CORPORATION ORGANIZED UNDER
THE LAWS OF THE STATE OF WISCONSIN)
WINNEBAGO COUNTY ADMINISTRATION BUILDING
112 OTTER AVE.
OSHKOSH, WI 54901 AND
OSHKOSH AREA SCHOOL DISTRICT (WISCONSIN PUBLIC SCHOOL DISTRICT)
215 S. EAGLE ST.
OSHKOSH, WI 54902
FOR: MEDICAL CLINICS; MEDICAL SERVICES, IN CLASS 44 (U.S. CLS. 100 AND 101).
FIRST USE 12-16-2014; IN COMMERCE 4-28-2015.
NO CLAIM IS MADE TO THE EXCLUSIVE RIGHT TO USE "HEALTH CLINIC & WELLNESS
CENTER", APART FROM THE MARK AS SHOWN.
THE MARK CONSISTS OF THE WORDS "THREE WAVES HEALTH CLINIC & WELLNESS
CENTER" IN STYLIZED FONT WITH THREE WAVE SHAPED LINES OF GRADUATED
LENGTH AND SIZE FROM SMALL AND THIN ON THE BOTTOM WAVED LINE TO MEDI-
UM AND THICKER ON THE MIDDLE LINE AND LARGER AND THICKER ON THE TOP
LINE, WITH THE WORDS "THREE WAVES” ABOVE THE WAVES ON THE TOP RIGHT,
AND THE WORDS "HEALTH CLINIC & WELLNESS CENTER" BELOW AND CENTERED
UNDER THE THREE WAVY LINES.
SER. NO. 86-675,042, FILED 6-25-2015.
APRIL HESIK, EXAMINING ATTORNEY
Please -note that U.S. Cusfoms & -Border Protection (CBP), a bureau of the Department of
Homeland. Security, maintains a trademark -recordation system for marks registered at the
United States Patent and Trademark Office. Parfies who register their- marks on the Principal
Register may record these marks with CBP, .to assist CBP in- its efforts to prevent the
importation of goods that-inh3nge registered marks. The recordation database includes
-information regarding all recorded marks,- including images of these_ marks. CBP. officers
monitor imports to prevent the importation of goods bearing infringing marks, and can access
the -recordation database at each of the 31.7 ports of entry.
CBP's Intellectual Property Rights e -Recordation ' (IPRR) system, Iodated at
https:llapps.cbp.gov/e-recordation/, allows right holders- to electronically file IPR
recordation- applications, thus significantly reducing the- amount of time normally required to -
process paper applications. Some additional benefits of the system include:
• Elimination of paper applications.and supporting documents.
• Copies*of the certificate issued by the registering agency (U.S. Patent and Trademark
Office or the Copyright Office) are retained by the right holder, not submitted. to
CBP.
Payment by credit card (preferred), check or money order.
• Ability to upload images of the protected work or trademark, thus obviating the need
to send samples to CBP.
Reduced.time from filing of the -application to enforcement by field personnel.
Information about how to obtain a recordation, and about CBP's Intellectual Property Rights
border enforcement program, is available at CBP's web site, www.cbp.gov.
INFORMATION FROM THE USPTO CONCERNING COURTESY E-MAIL
REMINDERS OF TRADEMARK REGISTRATION MAINTENANCE DEADLINES
AND WARNING ABOUT UNOFFICIAL SOLICITATIONS
E-mail Authorization and Current E-mail Address Required to Receive Courtesy E-mail
Reminders of Registration Maintenance Deadlines
As a courtesy to registration owners who authorize e-mail communication and maintain a current
e-mail address with the United States Patent and Trademark Office (USPTO), the USPTO will
issue courtesy e-mail reminders when your deadline approaches to file the necessary
maintenance filings to keep your registration active. No reminders will be sent by regular mail.
If you have authorized receipt of correspondence by e-mail, please make sure that you have
added the USPTO to your "approved senders list" and/or that your server will accept USPTO e-
mail and not treat it as junk mail.
The Trademark Electronic Application System (TEAS) Change of Correspondence Address and
Change of Owner Address Forms (available through USPTO.gov) should be used to update and
add e-mail address information. If an attorney represented you prior to registration but the
representation is not ongoing, please use the same form to remove the attorney e-mail
address(es) and provide your own, so that the reminders come directly to you.
Beware of Unofficial Trademark Solicitations
The USPTO's e-mail reminders will direct you to make the necessary filings and pay the
associated fees online through TEAS, and will not request any fees by mail. Please be aware that
private companies not associated with the USPTO often use trademark application and
registration information from the USPTO's databases to mail or e-mail trademark -related
solicitations. These may include offers: (1) for legal services; (2) for trademark monitoring
services; (3) to record trademarks with U.S. Customs and Border Protection; and (4) to "register"
trademarks in a private registry.
These companies may use names that resemble the USPTO name, including, for example, one or
more of the terms "United States," "U.S.," "Trademark," "Patent," "Registration," "Office," or
"Agency." Some companies attempt to make their solicitations mimic the look of official
government documents by using official government data that is publicly available from USPTO
records. Many refer to other government agencies and sections of the U.S. Code. Most require
"fees" to be paid. All official correspondence will be from the "United States Patent and
Trademark Office" in Alexandria, VA, and if by e-mail, specifically from the domain
"@uspto.gov."
If you receive a trademark -related solicitation that you believe is deceptive, you may file an on-
line consumer complaint with the Federal Trade Commission ("FTC"), at www.FTC.gov. In
addition, the USPTO encourages recipients of deceptive trademark -related solicitations to
contact their states' consumer protection authorities.
For additional information, please visit the page on the USPTO.gov website entitled
"WARNING: Non-USPTO Solicitations That May Resemble Official USPTO
Communications."
Department of Financial Institutions
To All to Whom These Presents Shall Come, Greetings!
I, Ray Allen, Secretary of the Department of Financial Institutions,
do hereby certify that pursuant to Chapter 132 of the Wisconsin Statutes,
CITY OF OSHKOSH
Has filed for record in this department, a statement of adoption of the mark
THE WORDS 'THREE WAVES' ON THE RIGHT &
AB O VE 3 GRAD UA TED WAVY LINES WITH THE
WORDS 'HEALTH CLINIC & WELLNESS CENTER'
CENTERED BELOW THE WAVES
This registration is valid for a period of ten years from 8/26/2015,
unless revoked sooner for cause.
IN TESTIMONY WHEREOF, I have hereunto set my
of Finanola hand and affixed the official seal of the Department on
August 27, 2015.
Q p
y
dtN of `i�%..
Ray Allen, Secretary
Department of Financial Institutions