HomeMy WebLinkAbout31. 17-617 DECEMBER 12, 2017 17-617 RESOLUTION
(CARRIED 7-0 LOST LAID OVER WITHDRAWN )
PURPOSE: RENEW AGREEMENT WITH INTERRA HEALTH, INC. FOR THE
PROVISION OF EMPLOYEE HEALTH CLINIC SERVICES AT
THREE WAVES HEALTH CLINIC & WELLNESS CENTER
INITIATED BY: CITY ADMINISTRATION
WHEREAS, the City of Oshkosh, Winnebago County, and the Oshkosh Area
School District have entered into an Intergovernmental Agreement to cooperate in the
provision of health and wellness services for members of their health plans through the
operation of an employee health and wellness clinic; and
WHEREAS,representatives of the City, County, and School District have explored
the various options for the provision of these services, and recommend that the City,
County, and School District continue their partnership and renew the existing agreement
with Interra Health, Inc., a Wisconsin Corporation (Interra Health) for the provision of
the Employee Health Clinic Services.
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Oshkosh that an Addendum to the Services Agreement with Interra health, Inc. for the
provision of Employee Clinic Services is hereby approved and the proper City officials
are hereby authorized to execute and deliver the agreement in substantially the same
form as attached hereto, any changes in the execution copy being deemed approved by
their respective signatures.
BE IT FURTHER RESOLVED that the appropriate City officials are authorized and
directed to take those steps necessary to implement the terms and conditions of the
agreement.
TO: Honorable Mayor and Members of the Common Council
FROM: John Fitzpatrick, Assistant City Manager/Director of Administrative Services
DATE: December 7, 2017
RE: Renew Agreement with Interra Health, Inc. for the provision of employee
health clinic services at Three Waves Health Clinic & Wellness Center
BACKGROUND
For the past three years, the City of Oshkosh, Winnebago County, and the Oshkosh
Area School District have partnered through an Intergovernmental Agreement in order
to cooperate in the provision of health and wellness services for members of their health
plans through the operation Three Waves Health Clinic & Wellness Center, an
employer based clinic.
ANALYSIS
In advance of the expiration of our service agreement ending after 2017, staff
representatives of the City, County, and School District have explored various options
for the provision of these services and recommend that the City, County, and School
District continue their partnership by renewing the existing agreement with Interra
Health, Inc., a Wisconsin Corporation (Interra Health) for the provision of the employee
health clinic services.
FISCAL IMPACT
Although establishing initial staffing at the clinic was challenging, this partnership has
been successful for everyone involved.
For the City of Oshkosh specifically, the stability of the clinic has enabled the city to
explore several health insurance options over the past three years, providing for
approximately $2 million dollars in savings. Additionally, city return on investment
(ROI) savings for the clinic over this time period has steadily increased. Beginning with
approximately $9,000 in 2015, then increasing to approximately $82,000 in 2016, and up
to $104,000 so far for 2017, including quarter three of this year. Total cumulative ROI for
the City of Oshkosh as a result of clinic operations currently stands at approximately
$195,000.
RECOMMENDATION
Through the support of the City Council, this intergovernmental initiative has not only
benefitted the employees, organization and the taxpayers of the City of Oshkosh, but
also the employees, organizations and taxpayers of the Oshkosh Area School District, as
well as those of Winnebago County. Based on the analysis conducted and the success
realized, staff recommends renewal of the three year agreement with Interra Health, Inc.
for the provision of employee health clinic services at Three Waves Health Clinic &
Wellness Center beginning in 2018.
It is my understanding that the Oshkosh Area School District has already renewed their
agreement with Interra Health Inc., and that Winnebago County will be renewing their
agreement on the third week of December. Please let me know if you have any
questions regarding this matter and thank you for your consideration.
Respectfully Submitted, Approved:
John M. Fitzpatrick Mark A. Rohloff
Assistant City Manager / City Manager
Director of Administrative Services
Attachments: Three Year Extension Addendum
Attachment B
Attachment C
cc: Pam Resch, HR Manager
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ADDENDUM TO SERVICES AGREEMENT
THIS ADDENDUM TO SERVICES AGREEMENT (this "Addendum") is made by and
between Interra Health, Inc., a Wisconsin corporation ("Interra Health"), and the City of
Oshkosh, a Wisconsin corporation ("Client"). This Addendum shall be effective as of January
1St, 2018 and will remain in effect until the expiration of the Agreement.
WHEREAS, Interra Health and Client are parties to the certain Services Agreement
("Agreement") dated January 1, 2015, pursuant to which, among other things, Interra Health
may, pursuant to the terms contained therein, to provide wellness and clinical Services on behalf
of Client;
WHEREAS, the Parties now desire to enter into this Addendum to amend and
supplement the Agreement in the manner set forth in this Addendum.
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:
1. Clinic Programming:
0 eClinicalWorks* (eCW) One Time Setup fee of $520.00.
0 Physician Assistant/Nurse Practitioner(s) for a fee of $113.94/hour, which
includes eCW electronic medical records (EMR) monthly licensing fees. Client
will pay 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.
After each year, Interra Health will reconcile the eCW EMR costs which may
include additional fees or a credit issued to the Client. The amount due or credited
shall be reconciled February of each year (starting in 2019). Three EMR license
fees (one license needed per nurse practitioner/physician assistant) are estimated
at $27,426.96 per year but may vary based on actual costs from eClinicalWorks*.
Client will pay or be credited** 20% of the charges for eCW EMR or such other
percentage as may result from an agreed adjustment under the Intergovernmental
Cooperation ,Agreement.
❑x Medical Assistant(s) for a fee of $30.60/hour. 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.
0 Other Available Options
0 Healow* online appointment booking
■ $693.60 per provider (NP, PA, MD, etc.)
■ $346.80 per resource (medical assistant)
■ Client will pay 20% of the Healow online appointment booking charges
for the clinic or such other percentage as may result from an agreed
adjustment under the Intergovernmental Cooperation Agreement.
0 eClinical Messenger*
■ $0.17 per text/phone call appointment reminder
■ Client will pay 20% of eClinical Messenger for the clinic or such other
percentage as may result from an agreed adjustment under the
Intergovernmental Cooperation Agreement.
0 Provider iPads
■ $800.00 per Wad (one-time fee)
■ Client will pay 20% of the Provider iPads for the clinic or such other
percentage as may result from an agreed adjustment under the
Intergovernmental Cooperation Agreement.
El eCW Digital Fax*
■ $555.00/year for one eCW digital fax line ($46.25 is invoiced monthly).
Client will pay 20% of the fax line fees or such other percentage as may
result from an agreed adjustment under the Intergovernmental Cooperation
Agreement.
■ This covers up to 1,000 outgoing pages per line. After that point every
outgoing fax will be $.04 per page.
Summary of Optional Services
■ Provider Wad (one-time fee)
o Three iPads at $800.00 per provider.
■ Total cost is $2,400.00.
■ Additional providers will incur fees for additional iPads.
Client will pay 20% of the provider iPads ($480.00) for the
clinic or such other percentage as may result from an
agreed adjustment under the Intergovernmental
Cooperation Agreement.
■ Estimated Monthly fees
o Healow online appointment booking + eCW Digital Fax
■ Current staffing of 3 providers will incur $203.75 per month.
■ Additional providers may incur additional monthly fees as
outlined above. Client will pay 20% of the Healow online
appointment booking and eCW Digital Fax fees
($40.75/month) for the clinic or such other percentage as
may result from an agreed adjustment under the
Intergovernmental Cooperation Agreement.
o eClinical Messenger fees are incurred as outlined above.
*All fees are flow through from eClinicalworks. Any changes in fees from
eClinicalworks will result in reduced or increased fees to Client when applicable.
**$7.86 ($113.94-$106.08) per nurse practitioner/physician assistant hour will go
towards the annual estimated fee of $27,426.96.
2. Lease Extension
EI Please see Attachment B (Lease) for original terms of the Lease.
I] Please see Attachment C (Addendum to Lease) for the three year Lease extension
terms.
3. Prior Addendum(s) to Services Agreement
0 Any and all prior Addendums (e.g. Health Coaching Services and Data Analytics)
to the Service Agreement shall remain in effect.
4. Three Year Extension — January 1, 2018 — December 31, 2020
The following Article in the Services Agreement shall be amended as such:
Article IX. Term
Unless terminated earlier as provided in this Article IX, this Agreement shall have a term of thirty-six
(36) months from the Service Start Date (January 1, 2018), 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.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum effective as
of January 1, 2018 (the "Effective Date").
CLIENT
INTERRA HEALTH
CITY OF OSHKOSH: INTERRA HEALTH, INC.
M
M.
Name: Name:
Title: Title:
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:
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
identified in the Plans, and (2) Landlord has made no warranties or representations
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 1s', 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"),
iii. Landlord's maintenance and operation of the Office Building and all common
areas, such as: dumpster expense, shared utilities, snow removal, and lawn care
("Operating Expenses").Tenant shall pay any 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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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 shall 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 Liability Policy, then Tenant shall immediately deliver to Landlord a copy of
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.
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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, partner, member, employee or agent of Landlord or Tenant with respect to
any of the terms, covenants and conditions of this Lease.
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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. LANDLORD'S AND TENANT'S PROPERTY: All 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
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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
option of either party.
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
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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.
18. 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.
20. 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 than 48 hours after Landlord has notified Tenant in writing 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
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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
Landlord's receipt of written notice thereof, or made arrangements 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
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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 shall, 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.
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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 address as 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 OF LEASE 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 land.
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 /0 day of N 6 y 2014.
Landlord:
BRIDGEVIEW HOLDINGS LLC '
By:
Willia Steiner, Managing Member
:n
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Tenant
INTERRA HEALTH INC
By:_
Ryan
Executive Vice President
Javad Ahmad, Managing Member
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Exhibit A
The Plans
To be attached.
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Attachment C
SECOND AMENDMENT TO LEASE
This Second Amendment of Lease ("Amendment') is by and between Bridgeview
Holdings LLC ("Landlord"), a Wisconsin limited liability company, and Interra Health, Inc.
("Tenant'), a Wisconsin corporation, who are parties to a Commercial Lease Agreement entered
into on the 10th day of November, 2014, as amended by a First Amendment to Lease dated
(collectively the "Lease"), for property located at 292 Ohio Street,
Oshkosh, Wisconsin (the "Leased Premises" as further described in the Lease).
WHEREAS the parties desire to amend the Lease to amend the term, renewal option
and address certain other concerns with the Lease:
NOW, THEREFORE, in consideration of the foregoing, the covenants set forth hereafter,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed:
1. Recitals: The recitals are a part of this Amendment.
2. Effective Date: The terms and conditions of this Amendment shall be effective
, 2017 (the "Effective Date").
3. Renewal Term: Section 3(b) of the Lease shall be created as follows:
b. Renewal Term: So long as Tenant is not in default of this Lease, Tenant shall have
the right, at its election, to extend the term of this Lease for three (3) years (a
"Renewal Term"), commencing January 1, 2018, provided that Tenant shall give
Landlord notice of the exercise of such election by October _, 2017. Except as
expressly otherwise provided in this Lease, all the agreements and conditions in this
Lease shall apply to any Renewal Term.
4. Minimum Rent for Renewal Term: Section 4(c) of the Lease shall be created as
follows:
c. Rent Increase for Renewal Term: In the event Tenant exercises its right to renew
this Lease, the Minimum Rent amount applicable in the Renewal Term shall
be$3,556.74 per month, an amount equal to five percent (5%) greater than the rent
paid during the previous Term.
Ratification of Other Provisions: Landlord and Tenant agree that, except as modified
by this Amendment, the original Lease and all terms and conditions contained therein
shall remain in full force and effect.
Defined Terms: Words and phrased having defined meanings in the Lease shall have
the same respective meanings when used herein, unless otherwise expressly defined
herein.
Binding Effect: This Amendment shall be binding on and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
Counterparts: This Amendment may be executed in counterparts, each of which shall
be deemed to be an original and all of which, collectively, shall be deemed to constitute
one and the same Amendment. A PDF or facsimile signature of this Amendment shall
be deemed an original and shall be binding against any party whose signature is set
forth on such PDF or facsimile copy.
IN WITNESS WHEREOF, the Landlord and Tenant have caused this Amendment to be
signed by their duly authorized officer or member on the dates set forth above their signatures.
Date:
LANDLORD:
Bridgeview Holdings LLC
By:
William Steiner, Managing Member
By:
Javad Ahmad, Managing Member
Date:
TENANT:
Interra Health, Inc.
By:
Ryan Sommers, Executive Vice President