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HomeMy WebLinkAbout14-127 - American Healthways Services - Reimbursement for Facility Usage by Members (Tukwila Community Center)14 -127 Council Approval N/A HEALTHWAYS PROVIDER AGREEMENT This Healthways Provider Agreement, its Program Schedules, exhibits and attachments, and any amendments thereto, (collectively the "Agreement ") is entered into between AMERICAN HEALTHWAYS SERVICES, LLC, for itself and on behalf of its subsidiaries (hereinafter referred to as "Healthways "), a Delaware limited liability company, and the undersigned Facility (as defined below) (Healthways and Facility are collectively referred to herein as the "Parties "). This Agreement replaces and supersedes any other agreement between or among Facility and Healthways and its subsidiaries and affiliates for the Healthways programs and products represented herein. Following the execution hereof, all such other agreements shall be terminated on the effective date of this Agreement. PREAMBLE WHEREAS, Healthways has entered into agreements with Sponsoring Organizations (as defined below) to provide fitness services, benefits, and programs to eligible Members (as defined below) within an established network of fitness centers; WHEREAS, Facility offers health and fitness programming and services; and WHEREAS, Healthways would like to include Facility, and Facility desires to be included, as a member of the network of facilities for one or more Healthways products to provide subsidized basic fitness memberships and services, all on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual premises set forth above and the promises hereinafter appearing, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the Parties agree as follows: AGREEMENT 1. Definitions. The terms defined in this section shall have the meanings specified for all purposes of this Agreement. a) "Confidential Information" means all provisions of this Agreement and any business expertise, manuals, videos, trade secrets, compensation, Sponsoring Organization Member information and any and all Healthways intellectual property subject to the Washington State Public Records Act. b) "Facility" means the undersigned Facility whose name and other identifying information appear herein and any additional participating locations of Facility as mutually agreed to and set forth in Exhibit A, which have entered into this Agreement with Healthways to be part of its Healthways Network, on the terms and conditions set forth herein. c) "Healthways Network" means, collectively, all participating locations that have entered into a contract agreement with Healthways to provide the Program. d) "Member" means a Sponsoring Organization member, employee, dependent or other person eligible for the Program as determined by the Sponsoring Organization's criteria. e) "Program" means each of the Healthways programs described in the Program Schedules. f) "Program Schedule" means each, and "Program Schedules" shall mean all, of the program schedules attached to this Agreement, and incorporated herein by reference, that describe the Healthways programs provided by Facility to Members of Sponsoring Organizations. Healthways and Facility acknowledge and agree that notwithstanding any other provision of this Agreement, Healthways may amend this Agreement upon sixty (60) days prior written notice to Facility to modify existing Program Schedules or to add one or more new Program Schedules, and that Facility may decline participation in a new Program Schedule or decline proposed modifications to an existing Program Schedule upon written notice to Healthways within such sixty (60) day period if such modified or new Program Schedule would have a demonstrable material adverse effect on Facility. g) "Reference Guide" means the procedures and guidelines established by Healthways for participation in the Healthways Network by Facility and under which the Program is administered. The Reference Guide, which shall be provided to Facility prior to the commencement of this Agreement, is incorporated herein by reference; the A6_City of Tukwila_WA_39886_V2013 -3 1 of 14 Reference Guide may be periodically updated by Healthways and updated copies shall be provided to Facility from time to time. h) "Sponsoring Organization" means any organization, employer group, health plan or subset thereof that is contracted with Healthways to provide the Program to its members and whose members may therefore utilize Facility in accordance with the terms of this Agreement. Facility shall provide the Program to eligible Members of all Sponsoring Organizations. Sponsoring Organization information shall be available to Facility, and such Sponsoring Organization information shall be incorporated herein by reference. i) "Term" means the Initial Term of the Agreement and each successive one (1) year period as provided in the Term section of this Agreement. 2. Duties and Obligations of Facility. a) Acceptance to and Participation in the Healthways Network. Healthways' execution of this Agreement shall serve as notice of Facility's acceptance into the Healthways Network. In order to become and remain a participant in the Healthways Network, Facility shall throughout the Term of this Agreement comply with the Reference Guide (including any updates thereto), including all quality assurance standards, operations, protocols, policies, procedures, follow -up guidelines, and health and safety standards of Healthways. b) Member Program Rights. Facility shall not impose any charges on Members for Program services covered under this Agreement. At no charge to the Member, each Member shall establish and maintain a basic fitness membership with unrestricted hours at Facility, provided that such individual remains an eligible Member and this Agreement remains in effect. The Program excludes programs and services offered by Facility which carry additional charges beyond basic fitness membership services, such as racquetball, tennis, massage and similar fee -based activities. If a Member requests services after being informed that the services are not covered under the Program, Healthways is not responsible for payment to Facility. c) Joint Marketing and Public Relations. During the Term of this Agreement, Facility agrees to allow Healthways and Sponsoring Organization to use the name, address, phone, amenities and web site information provided in Exhibit A in marketing and advertising materials and campaigns. All marketing and advertising materials, and materials intended for distribution to Members prepared by Facility that refer to the Program, Healthways, or Sponsoring Organization shall be approved by Healthways in writing prior to their distribution. Facility agrees to make best efforts to coordinate all media communications through the Healthways Public Relations Department, and immediately inform Healthways of all media inquiries regarding the Program, Healthways, or Sponsoring Organization. d) Limited Facility Use of Healthways Trademarks, Logos, and Copyrighted Materials. Facility agrees that for the Term of this Agreement, all external marketing and advertising of all Healthways trademarked and service marked names, logos, identities, formats, and materials (the "Marks and Materials "), including the Program name, will first be approved in writing by Healthways, and that at the conclusion of this Agreement, Facility shall cease all advertising, marketing, and references to the same. Nothing in this Agreement grants or shall be deemed to grant to either Party any right, title or interest in or to the other Party's Marks and Materials. All use by Facility of Healthways' Marks (including any goodwill associated therewith) shall inure to the benefit of Healthways. e) Dispute Resolution. Facility agrees that in the event any disagreement arises between Facility, Healthways and /or Sponsoring Organization on any matter whatsoever, Healthways, Facility, and/or Sponsoring Organization or any subset thereof shall work with the other party(ies) to reach a resolution of the disagreement, and no one shall involve Members in any matter concerning such a disagreement. Facility shall not contact a member for any reason related to a dispute between Healthways, Facility and /or Sponsoring Organization. f) Research Studies. Facility shall obtain prior written approval from Healthways for any research or clinical studies of Members or the Program. Facility shall provide study findings and results to Healthways prior to any publication or presentation of such findings or results. g) Membership Conversion. Facility agrees that Members eligible for a fully subsidized Program who are currently members of Facility will be able to inactivate or "freeze" their memberships for the duration of this Agreement and pay no monthly dues, cancellation fee, or other fees during the inactivation period so that they may attend Facility at no charge under the Program. At the time this Agreement terminates, or if applicable Members terminate their A6_City of Tukwila_WA_39886_V2013 -3 2 of 14 membership in Sponsoring Organization, those Members will then be responsible for the remaining terms of their individual memberships with Facility. Facility shall not refuse or dissuade eligible Members from participating in the Program. h) Healthways Network Reciprocity. For the Term of this Agreement, all Members utilizing the Program will be allowed, after completing Program enrollment, to visit any and all Healthways Network participating locations offering the Healthways Program for which they are eligible. Reciprocity rights under this Agreement shall not include locations of Facility or other affiliated facilities not specifically set forth in Exhibit A. i) Healthways Fitness Provider Portal. All Facility participating locations shall create and maintain user accounts on the web -based Healthways Fitness Provider Portal. Facility shall utilize the Healthways Fitness Provider Portal to verify Member eligibility and to obtain and access Healthways materials, including Sponsoring Organization information, training materials, Program forms, Program reports, and the Reference Guide. 3. Compensation. As payment for Program services, Healthways shall pay Facility according to the terms set forth in each applicable Program Schedule attached hereto for services provided on or after the Program Ready Date. Compensation paid by Healthways is inclusive of any and all taxes which Facility may be required to pay to any governmental authority. Healthways will make payment to Facility via electronic funds transfer. 4. Term. a) Initial Term and Ready Date. This Agreement will commence upon execution by the Parties, and shall continue in full force and effect until December 31, 2014 ( "Initial Term "), subject to cancellation as provided in the Cancellation section below. Services to Members and payment for such services shall commence on a date following the commencement of this Agreement that shall be communicated to Facility by Healthways ( "Ready Date "). The Initial Term and any and all Renewal Terms are referred to herein as the "Term ". b) Renewal of Agreement. This Agreement shall be automatically renewed for successive one year terms after the Initial Term (the "Renewal Term ") unless either party gives written notice of termination at least one hundred twenty (120) days prior to the expiration of the Initial Term or the current Renewal Term of the Agreement or unless the Agreement is canceled pursuant to the Cancellation section below. 5. Cancellation. a) Mutual Change in Terms; Poor Usage. Both Parties retain, upon thirty (30) days' written notice, the right to terminate this Agreement or the participation by Facility under any Program Schedule for any location of Facility in Exhibit A on the basis of, in either Parties sole and reasonable discretion, poor usage of Facility by Members or upon termination or change in terms of a Sponsoring Organization's contract with Healthways. In the event either Party removes Facility from the Healthways Network, Facility shall be compensated per this Agreement for services rendered up to and including the date of cancellation. b) Bankruptcy. Notwithstanding any provision in this Agreement, if at any time there shall be filed by or against a party to this Agreement, in any court, tribunal, administrative agency, or any other forum having jurisdiction, pursuant to any applicable law, either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver, trustee, or conservator of all or a portion of the party's property, or if a party makes an assignment for the benefit of creditors, and if this action is not dismissed after ninety (90) calendar days, this Agreement may be immediately canceled and terminated by the other party. c) Material Breach. If either party breaches any material term or condition of this Agreement, this Agreement may be terminated after written notice of such breach or default by the non- breaching party to the breaching party. The notice must specify the nature of said material breach and provide the breaching party thirty (30) days from receipt of the notice to correct the material breach. In the event the breaching party fails to cure the material breach within the thirty (30) day period, this Agreement shall automatically terminate upon completion of the thirty (30) day period, notwithstanding any other provision in this Agreement. d) Early Termination. Notwithstanding any other provision of this Agreement, Healthways may terminate this Agreement at any time upon notice to Facility due to 1) failure of Facility to maintain required insurance coverage as set forth in this Agreement; 2) closure of Facility, resulting in denial of Program services to Members, without at Least A6_City of Tukwila_WA_39886_V2013 -3 3 of 14 thirty (30) days' prior written notice to Healthways; 3) fraudulent Program utilization reporting by Facility; or 4) Healthways' reasonable determination that the health or safety of Members may be in jeopardy if this Agreement is not terminated. e) Default. In the event that Facility defaults under this Agreement or the Agreement is terminated pursuant to the Material Breach section or the Early Termination section above, Healthways may, at its sole discretion and without limiting other remedies available to Healthways at law or in equity, withhold payment of any amounts otherwise due and payable to Facility under this Agreement. 6. Confidentiality. All Confidential Information between Healthways and Facility are shared in strictest confidence. During the Term and at all times thereafter, Facility shall not divulge, furnish or make accessible to anyone or use in any way (other than use in the ordinary course of providing services under this Agreement) any Confidential Information is subject to disclosure by Facility pursuant to legal discovery or state or federal law, including but not limited to the Washington State Public Records Act. Facility shall return to Healthways all of Healthways' materials (including any and all copies of such materials) used in the provision of the Program, including the Reference Guide and Member files, upon completion of this Agreement or in the event of its termination, or at any other time upon request from Healthways. 7. Member Contact. Facility agrees to not directly contact Members during the Term of this Agreement in regard to business related matters pertaining to the Program, such as, but not limited to, switching health care plans, disenrolling, enrolling with other health care plans or similar entities, or contracting directly with Facility instead of Healthways and Sponsoring Organization. 8. Insurance. Parties agree that Facility has liability coverage under an intergovernmental self- insurance and risk management pool and shall maintain in force insurance coverage in an amount of at least $1,000,000 per occurrence, and shall cause such insurance to require that the carrier will provide Healthways written notice of expiration, termination, or cancellation at least thirty (30) days prior to any expiration, termination, or cancellation of such policy. As proof of the aforementioned, Facility shall provide from time to time to Healthways evidence reasonably acceptable to Healthways attesting self- insurance and risk management pool coverage within ten (10) days of request by Healthways. 9. Notices. Unless expressly provided otherwise, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when sent by 1) facsimile transmission using equipment that provides automatic verification of transmission; 2) hand delivery, including by a recognized courier service; or 3) registered or certified mail, postage prepaid, return receipt requested. Notices under the Agreement to Facility shall be to the Contract Administrator in Exhibit A -2. Notices under the Agreement to Healthways shall be to: Healthways Provider Networks Department, 1445 South Spectrum Blvd., Suite 100, Chandler, Arizona 85286; Fax: 602 - 391 -2138. Facility shall provide a minimum of ten (10) days notice to Healthways in the event of a change in any of the information provided in Exhibit A of this Agreement. Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this section for the giving of notice. 10. Miscellaneous. a) Mutual Compliance with Federal and State Rules and Regulations. For the Term of this Agreement, both Parties shall comply with all applicable federal and state rules and regulations regarding services provided to Members. b) Business License and Regulatory Standards. Facility shall hold an active and unrestricted business license as required by law, covering all aspects of services offered, and meet occupational health and safety requirements and regulatory standards in the state and jurisdiction in which Facility operates. c) Priority of Documents. Any conflict, ambiguity or inconsistency between the terms and conditions in this Agreement, the Program Schedules, the Exhibits and any document referred to in or incorporated into this Agreement shall be resolved in accordance with the following decreasing order of priority: i. this Agreement; ii. The Program Schedules; iii. the Exhibits; and iv. such other referenced or incorporated documents. A6_City of Tukwila_WA_39886_V2013 -3 4 of 14 d) Severability. Should any provision herein be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable in any respect, in whole or in part, the offending provisions shall not affect the enforceability of the remaining provisions of this Agreement. e) Amendment of Agreement to Comply with Law. Healthways and Facility acknowledge and agree that Healthways may amend this Agreement in order to comply with applicable law, by sixty (60) days' prior written notice to Facility, and that Facility may elect to withdraw its acceptance with regard to such amendment within such sixty (60) day period if such amendment would have a demonstrable material adverse effect on Facility. If Facility elects not to accept such amendment, this Agreement will terminate and each Party's obligations shall cease with regard to the other, except that Healthways shall be obligated to pay, within thirty (30) days of the effective date of termination, any unpaid amounts owed to Facility. f) Applicable Law. The validity of this Agreement and of any of its terms and provisions, as well as the rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Washington. Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. h) Entire Agreement. This Agreement, together with any Exhibits and Schedules hereto, represents the entire understanding and agreement among the Parties with respect to the subject matter hereof and shall supersede any prior writings, understandings, or agreements among the Parties with respect to the subject matter hereof. Modification. Unless specifically set forth in this Agreement, no alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either Party unless the same shall have been mutually agreed to in writing by both Parties. Sale of Business/Transfer of Assets. If Facility desires to sell or transfer all or substantially all of its assets or business to another entity, or transfers to a third party a controlling interest in its assets or business, Facility shall so advise Healthways in writing at least ninety (90) days' prior to the sale or transfer date. Upon notification of sale, Healthways may, in its sole discretion, choose to terminate the Agreement effective on date of sale or extend the terms of the Agreement to the new entity. k) Authority to Sign. The individual signing below on behalf of Facility represents and warrants that he /she has all requisite corporate power and authority to enter into this Agreement on behalf of Facility. IN WITNESS WHEREOF, the Parties have agreed as set forth above. AMERICAN HEALTHWAYS SERVICES, LLC 11) KiAsZ 1 a- Co m rn u ftl `- J -r Name of Facility g) j) Signatur Mary Jo Ferron Vice President, Fitness Programs OC(//11- Date 8 Signature `Cat C►L 4?1r1,LL. Printed Name rite, 4 raikoze. Title S-0-s- -qtr Date A6_City of Tukwila_WA_39886_V2013 -3 5 of 14 PROGRAM SCHEDULE Program Name: Mature Market Fully Subsidized Program Program Brands: Silver Sneakers® Fitness Program, SilverSneakers Private Brand, and other brand names for the Mature Market Fully Subsidized Program •communicated to Facility by Healthways from time to time Member Type: Medicare, Group Retirees and Older Adults Program Description: The Program is offered to Members of the Sponsoring Organization. The Program includes SilverSneakers exercise classes and basic fitness membership services, which may include other Healthways services, for Members provided through a network of facilities; also included in the Program are all facets presented in the Duties and Obligations of Facility section of the Agreement. 1. Program Duties and Obligations of Facility. In exchange for the compensation to be paid by Healthways, Facility shall perform the following services: a) Program Implementation Process. To prepare for Program commencement, Facility agrees to participate in the following 1) coordination with Healthways of electronic reporting containing the required data elements; 2) Healthways- scheduled and led training; and 3) Healthways' evaluation of Facility prior to the Program Ready Date to certify Facility's preparedness to provide Program. b) Staffed Hours. Facility shall be appropriately staffed in accordance with professionally - recognized standards of fitness programs a minimum of six (6) hours per day, Monday through Friday. c) Program Enrollment. Facility shall enroll Members in the Program in accordance with the protocol defined in the Reference Guide or other protocol mutually agreed between the Parties. d) Reporting Obligations of Facility. Facility shall report Program utilization to Healthways on a monthly basis. Program utilization reporting shall consist of all 1) Program forms completed during the previous month as applicable; and 2) visits for the month. Facility shall prepare a report of daily visits and utilization from the month summarizing activity and containing the required data elements and submit it electronically to Healthways no later than the fifth (5th) day of the following month. The required file format, data elements and submission options are defined in the Reference Guide. The Parties to this Agreement shall work cooperatively to establish correct and acceptable electronic monthly utilization data reporting; Healthways may provide technical support to Facility if necessary. e) SilverSneakers Classes. Facility shall provide Healthways' group exercise class, the basic, signature SilverSneakers class, a minimum of two (2) days per week on non - consecutive days. All SilverSneakers classes shall be offered during Members' primary hours of utilization. Facility agrees to add additional classes if the current classes remain at capacity for four (4) or more consecutive weeks, or as demand dictates, and will solely bear the costs of adding such classes. Facility and Healthways agree to work cooperatively to add optional SilverSneakers classes as needed. f) SilverSneakers Class Equipment. Healthways shall ensure that Facility has all required equipment for the classes available by the Program Ready Date, including chairs, elastic tubing with handles, hand -held weights, the SilverSneakers ball and appropriate music, and shall provide such equipment to Facility as necessary. Following the Program Ready Date, Facility shall be responsible for maintaining and replenishing the equipment, and shall comply with the exact specifications for this equipment as defined in the Reference Guide. g) Instructor and Facility Staff Training. Facility staff who have regular contact with Members are required to participate in Healthways training prior to commencement of the Program and as needed thereafter to account for staff turnover and to ensure proper service for Members. Healthways will hold an instructor training workshop to provide Facility instructors with the necessary guidelines to teach the SilverSneakers class according to Program specifications. Two (2) instructors from Facility will be able to attend the initial A6_City of Tukwila_WA_39886_V2013 -3 6 of 14 workshop at no charge; additional instructors who pre - register may attend the initial workshop for a nominal fee. h) Facility Staff Qualifications. All fitness professionals who come in contact with Members shall be qualified for their respective positions. All group exercise instructors must 1) possess current CPR certification; 2) be eighteen years of age or older; and 3) either hold a two (2) or four (4) year degree in health, exercise science, recreation or physical activity related field; or hold a current license for the following: RN, LPN, LMT, LPT, RYT; or hold a nationally recognized instructor /trainer certification that is available to the general population and requires continuing education courses and CPR certification as criteria for recertification. Each instructor teaching a SilverSneakers group format class must complete the Healthways instructor training workshop for that class prior to teaching and once every four (4) years thereafter. i) SilverSneakers Program Advisor. Facility shall designate one staff member as the SilverSneakers Program Advisor, who shall serve as a liaison to Healthways and as a resource person for SilverSneakers Members utilizing the Healthways Network, and is knowledgeable concerning all services provided by Facility to Members. J) Guest Pass Program. Facility shall provide Program services to persons presenting a Healthways guest pass. Properly documented guest visits will be counted the same as a Member visit for purposes of calculating Facility's compensation. 2. Medicare Compliance for Program(s) Provided to Medicare Recipients. In recognition that Sponsoring Organization and its subcontractors may be obligated to comply with all applicable federal governmental regulations regarding services to Medicare members, including the rules and regulations of the Centers for Medicare and Medicaid Services (CMS), Healthways and Facility mutually agree to comply with the following for services provided to Medicare members. a) Compliance with Federal and State Laws. Facility acknowledges that payments made to Facility under this Agreement may be made from federal funds. Therefore, in connection with all services rendered under the Agreement, Facility agrees to comply with the requirements of the contracts between Healthways' customers and CMS (the "CMS Contracts "), and all applicable federal and state laws and regulations and CMS guidance and instructions, including, but not limited to all Medicare laws, such as the Medicare Modernization Act and the regulations contained in 42 CFR Parts 422 and 423; all applicable state and federal privacy and security requirements, including but not limited to the confidentiality, privacy and security provisions for Medicare health plans contained in the regulations found at 42 CFR 422.118 and 42 CFR 423.136; and all applicable laws, regulations and guidance designed to prevent fraud, waste or abuse of federal funds, including the False Claims Act (31 U.S.C. 3729 et seq.), the Anti - kickback statute (Social Security Act § 1128B(b)), and HIPAA administrative simplification rules (45 CFR Parts 160, 162, and 164). b) Right to Inspect. Facility acknowledges and agrees that the Department of Health and Human Services (HHS), the Comptroller General, or their designees, or any applicable state or federal governmental entity, or Sponsoring Organization, shall have the right to inspect, evaluate, and audit any pertinent contracts, books, documents, papers, and records involving transactions related to services provided under this Agreement to Medicare Members. Facility shall maintain accurate records of compliance with this Agreement ( "Records ") in accordance with recognized accounting and document retention practices and in a format that shall permit audit. Such Records shall be maintained by Facility for a period of ten (10) years following expiration or termination of this Agreement. This right to inspect shall extend for a period of ten (10) years from the termination date of the CMS Contracts (or applicable CMS Contract), or the date of completion of any audit in connection with the Medicare health plans, whichever is later. Facility will make its books and other records available in accordance with 42 CFR 422.504(i)(2) and 42 CFR 423.505(i)(2) and any other applicable laws and regulations. In the event Facility is unable to retain such records for ten (10) years, Facility shall provide the records to Healthways at the conclusion of this Agreement and Healthways will retain the records on behalf of Facility. c) External Review. Facility agrees to cooperate with all independent quality review and improvement organization activities required by CMS and /or Sponsoring Organization pertaining to the provision of services to Sponsoring Organization Members. A6_City of Tukwila_WA_39886_V2013 -3 7 of 14 d) Privacy /Confidentiality. Facility agrees to safeguard the privacy of any information that identifies a particular Sponsoring Organization Member in accordance with federal and state laws and Sponsoring Organization policy and to maintain Sponsoring Organization Members' records in an accurate and timely manner. e) Non - Discrimination. Facility agrees to not discriminate against any person because of race, sex, age, marital status, national origin, religion, color, citizenship, disability, health status, health insurance coverage or veteran status. As applicable, Facility agrees to comply with 1) Title VI of the Civil Rights Act of 1964 as implemented by regulations at 45 CFR Part 84; 2) The Age Discrimination Act of 1975 as implemented by regulations at 45 CFR Part 91; 3) The Americans With Disabilities Act; 4) The Rehabilitation Act of 1973; 5) Other laws applicable to recipients of federal funds; and 6) All other applicable laws and rules. This Agreement incorporates by reference and is subject to the following regulations of the Office of Federal Contract Compliance Programs, Department of Labor: 41 C.F.R. §60- 1.4, Equal Opportunity Clause; 41 C.F.R. §60- 250.5, Equal Opportunity Clause and Affirmative Action Clause for Special Disabled Veterans and Veterans of the Vietnam Era; 41 C.F.R §60- 741.5, Equal Opportunity Clause and Affirmative Action Clause for Handicapped and Disabled Persons. Facility agrees not to discriminate against any Medicare Member on the basis of any factor that is related to health status, including, but not limited to the following: (1) medical condition, including mental as well as physical illness; (2) claims experience; (3) receipt of health care; (4) medical history; (5) genetic information; (6) evidence of insurability, including conditions arising out of acts of domestic violence; and (7) disability. f) Exclusion of Certain Persons. Facility certifies that neither it nor any of its principals (officers, directors, owners, partners, key employees, principal investigators, researchers or management or supervisory personnel) (Principals) is presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in any federal grant, benefit, contract or program (including, but not limited to, Medicare and Medicaid) by any Federal department or agency. Facility agrees to provide immediate written notice to Healthways if it learns at any time that the certification herein was erroneous when submitted or if, during the Term of this Agreement, it, or any of its Principals, is debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in any federal grant, benefit, contract or program. If subcontracting is permitted by the Agreement, Facility agrees that its subcontractors will comply with the foregoing covenant. Facility agrees that debarment, suspension, proposed debarment or suspension, ineligibility or exclusion of either party, or any of its principals or subcontractors, shall constitute cause for immediate termination of this Agreement. Facility further agrees to comply with all Federal anti - terrorism rules and regulations. Each party's signature below shall serve as certification that, to the best of the party's knowledge, the party 1) is not; 2) has not been designated as; 3) is not owned, affiliated, or controlled by; and 4) does not support, assist or aid a suspected terrorist organization or individual as defined by Federal law including, but not limited to, Executive Order 13224. g) Hold Harmless. With the exception of charges for services not covered under this Agreement, Facility shall in no event bill, charge, collect a deposit from, or hold liable for any debts of Healthways or Facility, Members or any applicable government agency. In the event a Member provides payment to Facility for services provided pursuant to this Agreement, Healthways retains the right to deduct an equivalent amount from the compensation payable to Facility for the purpose of Member reimbursement. All obligations under this section shall survive the termination of this Agreement, regardless of the cause giving rise to such termination, including, without limitation, insolvency of either party or breach of this Agreement. h) Mutual Waiver of Claims and Indemnity. Unless caused by the negligence or intentional wrongdoing of either Party, Sponsoring Organization, or any applicable government agency, the Parties hereby waive and release all claims against the other Party, Sponsoring Organization, and applicable government agency, and /or any of their respective officers, directors, shareholders, employees, or representatives, in respect of a Member participating in the Healthways Network, and Parties, Sponsoring Organization, and government agency shall not be liable for injury to person or damage to property sustained by Sponsoring Organization's Members as a result of participation in any activities which may be undertaken in or sponsored by Facility, including, but not limited, to any accident, or from any occurrence, or act, or from negligence or omission on the part of Facility or any employee or agent thereof. Parties shall indemnify, defend, and hold harmless the other Party, Sponsoring Organization, Members, and applicable government agency and their respective officers, directors, shareholders, employees, and representatives, on a current basis, from any and all claims, demands, suits, liabilities, damages, obligations, and expenses (including without limitation reasonable attorneys' fees) arising out of or in any way related to any A6_City of Tukwila_WA_39886_V2013 -3 8 of 14 negligent act or other wrongful conduct by either Party under this Agreement, except to the extent caused by the negligence or intentional wrongdoing of either Party, Sponsoring Organization, or applicable government agency. Healthways and Facility agree that to the extent permitted by law, the Parties shall cooperate with one another in the defense of any claim arising from alleged tortious acts of their respective officers, shareholders, employees, or agents and to give one another written notice of any claims covered by this paragraph. All obligations under this section shall survive the termination of this Agreement, regardless of the cause giving rise to such termination, including, without limitation, insolvency of either party or breach of this Agreement. i) Professionally - Recognized Standards. Healthways and Facility shall provide the Program to Sponsoring Organization Members in a manner consistent with quality assurance standards, the Reference Guide, and professionally - recognized standards of fitness and wellness programs. 3. Compensation. a) Program Utilization Payment. Healthways shall compensate Facility $3.00 per Program Visit, up to a maximum of $30.00 per Program Participant per month. Program Visit shall mean one distinct occasion, recorded and reported by Facility in accordance with procedures specified in the Reference Guide, during which a Member enters Facility to enroll in or use the Program. Healthways shall not compensate Facility for more than one Program Visit per day. Program Participant shall mean a Member, who, after completing the Program enrollment, has used the Program at a facility in the Healthways Network at least once in a given month. b) Payment Schedule. Payment shall be processed for direct deposit by Healthways by the last day of the month following the month in which Program Visits occurred ( "following month "), provided Healthways receives Facility's monthly utilization data by the fifth (5th) day of the following month. In the event utilization data is not received in a timely manner, payment may be delayed. Payment for monthly utilization received after the last day of the following month will be denied for non - timely filing and will not be eligible for reimbursement or appeal. Appeals must be brought to the attention of Healthways within thirty (30) days of receipt of payment; appeals brought at a later date will not be eligible for review. A6_City of Tukwila_WA_39886_V2013 -3 9 of 14 Program Name: Program Brands: Member Type: Program Description: PROGRAM SCHEDULE Commercial Fully Subsidized Program Prime ®, Prime MCA, and other brand names for the Commercial Fully Subsidized Program communicated to Facility by Healthways from time to time Commercial The Program is offered to Members of the Sponsoring Organization. The Program includes basic fitness membership services for Members provided through a network of facilities; also included in the Program are all facets presented in the Duties and Obligations of Facility section of the Agreement. 1. Program Duties and Obligations of Facility. In exchange for the compensation to be paid by Healthways, Facility shall perform the following services: a) Program Implementation Process. To prepare for Program commencement, Facility agrees to participate in the following 1) coordination with Healthways of electronic reporting containing the required data elements; and 2) Healthways- scheduled and led training. b) Introductory Orientation for Prime Members. Facility shall offer the Program to all Members identified by Healthways as eligible for the Program. In addition to a basic fitness membership at no cost to the Member, Facility shall provide Members with an added value program component (i.e., a thirty (30) minute personalized orientation session or personal training session). c) Reporting Obligations of Facility. Facility shall report Program utilization to Healthways on a monthly basis. Program utilization reporting shall consist of all a) Program forms, and b) Member visits for the month. Facility shall prepare a report of daily visits and utilization from the month summarizing activity and containing the required data elements and submit it electronically to Healthways no later than the fifth (5th) day of the following month. The required file format and data elements are defined in the Reference Guide. The Parties to this Agreement shall work cooperatively to establish correct and acceptable electronic monthly utilization data reporting; Healthways may provide technical support to Facility if necessary. d) Program Training for Facility Staff. Facility staff who have regular contact with Members are required to participate in Healthways training prior to commencement of the Program and as needed thereafter to account for staff turnover and to ensure proper service for'Members. 2. Medicaid Compliance for Program(s) Provided to Medicaid Recipients. In recognition that Sponsoring Organization and its subcontractors may be obligated to comply with all applicable federal governmental regulations regarding services to Medicaid members, including the rules and regulations of the Centers for Medicare and Medicaid Services (CMS), Healthways and Facility mutually agree to comply with the following for services provided to Medicaid members. a) Compliance with Federal and State Laws. Healthways and Facility acknowledge that payments made to Facility under this Agreement may be made from federal funds. Therefore, in connection with all services rendered under the Agreement, Healthways and Facility agree to comply with the requirements of the contracts between Healthways' customers and CMS (the "CMS Contracts "), and all applicable federal and state laws and regulations and CMS guidance and instructions, including, but not limited to all Medicaid laws, such as the Medicare Modernization Act and the regulations contained in 42 CFR Parts 422 and 423; all applicable state and federal privacy and security requirements, including but not limited to the confidentiality, privacy and security provisions for Medicare health plans contained in the regulations found at 42 CFR 422.118 and 42 CFR 423.136; and all applicable laws, regulations and guidance designed to prevent fraud, waste or abuse of federal funds, including the False Claims Act (31 U.S.C. 3729 et seq.), the Anti - kickback statute (Social Security Act § 1128B(b)), and HIPAA administrative simplification rules (45 CFR Parts 160, 162, and 164). b) Right to Inspect. Healthways and Facility acknowledge and agree that the Department of Health and Human Services (HHS), the Comptroller General, or their designees, or any applicable state or federal A6_City of Tukwila_WA_39886_V2013 -3 10 of 14 governmental entity, or Sponsoring Organization, shall have the right to inspect, evaluate, and audit any pertinent contracts, books, documents, papers, and records involving transactions related to services provided under this Agreement to Medicaid Members. Healthways and Facility shall maintain accurate records of compliance with this Agreement ( "Records ") in accordance with recognized accounting and document retention practices and in a format that shall permit audit. Such Records shall be maintained by Healthways and Facility for a period of ten (10) years following expiration or termination of this Agreement. This right to inspect shall extend for a period of ten (10) years from the termination date of the CMS Contracts (or applicable CMS Contract), or the date of completion of any audit in connection with the Medicaid health plans, whichever is later. Healthways and Facility will make its books and other records available in accordance with 42 CFR 422.504(i)(2) and 42 CFR 423.505(i)(2) and any other applicable laws and regulations. In the event Facility is unable to retain such records for ten (10) years, Facility shall provide the records to Healthways at the conclusion of this Agreement and Healthways shall retain the records on behalf of Facility. c) External Review. Healthways and Facility agree to cooperate with all independent quality review and improvement organization activities required by CMS and /or Sponsoring Organization pertaining to the provision of services to Sponsoring Organization Members. d) Privacy /Confidentiality. Healthways and Facility agree to safeguard the privacy of any information that identifies a particular Sponsoring Organization Member in accordance with federal and state laws and Sponsoring Organization policy and to maintain Sponsoring Organization Members' records in an accurate and timely manner. e) Non - Discrimination. Healthways and Facility agree to not discriminate against any person because of race, sex, age, marital status, national origin, religion, color, citizenship, disability, health status, health insurance coverage or veteran status. As applicable, Healthways and Facility agree to comply with 1) Title VI of the Civil Rights Act of 1964 as implemented by regulations at 45 CFR Part 84; 2) The Age Discrimination Act of 1975 as implemented by regulations at 45 CFR Part 91; 3) The Americans With Disabilities Act; 4) The Rehabilitation Act of 1973; 5) Other laws applicable to recipients of federal funds; and 6) All other applicable laws and rules. This Agreement incorporates by reference and is subject to the following regulations of the Office of Federal Contract Compliance Programs, Department of Labor: 41 C.F.R. §60- 1.4, Equal Opportunity Clause; 41 C.F.R. §60- 250.5, Equal Opportunity Clause and Affirmative Action Clause for Special Disabled Veterans and Veterans of the Vietnam Era; 41 C.F.R §60- 741.5, Equal Opportunity Clause and Affirmative Action Clause for Handicapped and Disabled Persons. Healthways and Facility agree not to discriminate against any Medicaid Member on the basis of any factor that is related to health status, including, but not limited to the following: (1) medical condition, including mental as well as physical illness; (2) claims experience; (3) receipt of health care; (4) medical history; (5) genetic information; (6) evidence of insurability, including conditions arising out of acts of domestic violence; and (7) disability. f) Exclusion of Certain Persons. Healthways and Facility each certify that neither it nor any of its principals (officers, directors, owners, partners, key employees, principal investigators, researchers or management or supervisory personnel) (Principals) is presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in any federal grant, benefit, contract or program (including, but not limited to, Medicare and Medicaid) by any Federal department or agency. Facility agrees to provide immediate written notice to Healthways if it learns at any time that the certification herein was erroneous when submitted or if, during the Term of this Agreement, it, or any of its Principals, is debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in any federal grant, benefit, contract or program. If subcontracting is permitted by this Agreement, Healthways and Facility agree that its subcontractors will comply with the foregoing covenant. Healthways and Facility agree that debarment, suspension, proposed debarment or suspension, ineligibility or exclusion of either party, or any of its Principals or subcontractors, shall constitute cause for immediate termination of this Agreement. Healthways and Facility further agree to comply with all Federal anti - terrorism rules and regulations. Each party's signature below shall serve as certification that, to the best of the party's knowledge, the party 1) is not; 2) has not been designated as; 3) is not owned, affiliated, or controlled by; and 4) does not support, assist or aid a suspected terrorist organization or individual as defined by Federal law including, but not limited to, Executive Order 13224. A6_City of Tukwila_WA_39886_V2013 -3 11 of 14 g) Hold Harmless. With the exception of charges for services not covered under this Agreement, Healthways and Facility shall in no event bill, charge, collect a deposit from, or hold liable for any debts of Healthways or Facility, Members or any applicable government agency. In the event a Member provides payment to Facility for services provided pursuant to this Agreement, Healthways retains the right to deduct an equivalent amount from the compensation payable to Facility for the purpose of Member reimbursement. All obligations under this section shall survive the termination of this Agreement, regardless of the cause giving rise to such termination, including, without limitation, insolvency of either party or breach of this Agreement. h) Mutual Waiver of Claims and Indemnity. Unless caused by the negligence or intentional wrongdoing of either Party, Sponsoring Organization, or any applicable government agency, the Parties hereby waive and release all claims against the other Party, Sponsoring Organization, and applicable government agency, and /or any of their respective officers, directors, shareholders, employees, or representatives, in respect of a Member participating in the Healthways Network, and Parties, Sponsoring Organization, and government agency shall not be liable for injury to person or damage to property sustained by Sponsoring Organization's Members as a result of participation in any activities which may be undertaken in or sponsored by Facility, including, but not limited, to any accident, or from any occurrence, or act, or from negligence or omission on the part of Facility or any employee or agent thereof. Parties shall indemnify, defend, and hold harmless the other Party, Sponsoring Organization, Members, and applicable government agency and their respective officers, directors, shareholders, employees, and representatives, on a current basis, from any and all claims, demands, suits, liabilities, damages, obligations, and expenses (including without limitation reasonable attorneys' fees) arising out of or in any way related to any negligent act or other wrongful conduct by either Party under this Agreement, except to the extent caused by the negligence or intentional wrongdoing of either Party, Sponsoring Organization, or applicable government agency. Healthways and Facility agree that to the extent permitted by law, the Parties shall cooperate with one another in the defense of any claim arising from alleged tortious acts of their respective officers, shareholders, employees, or agents and to give one another written notice of any claims covered by this paragraph. All obligations under this section shall survive the termination of this Agreement, regardless of the cause giving rise to such termination, including, without limitation, insolvency of either party or breach of this Agreement. i) Professionally- Recognized Standards. Healthways and Facility shall provide the Program to Sponsoring Organization Members in a manner consistent with quality assurance standards, the Reference Guide, and professionally - recognized standards of fitness and wellness programs. 3. Compensation. a) Program Utilization Payment. Healthways shall compensate Facility $3.50 per Program Visit, up to a maximum of $30.00 per Program Participant per month. Program Visit shall mean one distinct occasion, recorded and reported by Facility in accordance with procedures specified in the Reference Guide, during which a Member enters Facility to enroll in or use the Program. Healthways shall not compensate Facility for more than one Program Visit per day. Program Participant shall mean a Member, who, after completing the Program enrollment, has used the Program at a facility in the Healthways Network at least once in a given month. b) Payment Schedule. Payment shall be processed for direct deposit by Healthways by the last day of the month following the month in which Program Visits occurred ( "following month "), provided Healthways receives Facility's monthly utilization data in a timely manner. In the event utilization data is not received in a timely manner, payment may be delayed. Payment for monthly utilization received after the last day of the following month will be denied for non - timely filing and will not be eligible for reimbursement or appeal. Appeals must be brought to the attention of Healthways within thirty (30) days of receipt of payment; appeals brought at a later date will not be eligible for review. A6_City of Tukwila_WA_39886_V2013 -3 12 of 14 PROGRAM SCHEDULE Program Name: Commercial Member Pay Program Program Brands: Prime PB and other brand names for the Commercial Member Pay Program - communicated to Facility by Healthways from time to time Member Type: Commercial Program Description: The Program is offered to Members of the Sponsoring Organization. The Program includes basic fitness membership services for Members provided through a network of facilities; also included in the Program are all facets presented in the Duties and Obligations of Facility section of the Agreement. For purposes of this Program, Member Pay is defined as a monthly payment made by Member to Healthways to participate in the Program. 1. Program Duties and Obligations of Facility. In exchange for the compensation to be paid by Healthways, Facility shall perform the following services: a) Program Implementation Process. To prepare for Program commencement, Facility agrees to participate in the following 1) coordination with Healthways of electronic reporting containing the required data elements; and 2) Healthways - scheduled and led training. b) Introductory Orientation for Prime Members. Facility shall offer the Program to all Members identified by Healthways as eligible for the Program. In addition to a basic fitness membership at no cost to the Member, Facility shall provide Members with an added value program component (i.e., a thirty (30) minute personalized orientation session or personal training session). c) Reporting Obligations of Facility. Facility shall report Program utilization to Healthways on a monthly basis. Program utilization reporting shall consist of all a) Program forms, and b) Member visits for the month. Facility shall prepare a report of daily visits and utilization from the month summarizing activity and containing the required data elements and submit it electronically to Healthways no later than the fifth (5th) day of the following month. The required file format and data elements are defined in the Reference Guide. The Parties to this Agreement shall work cooperatively to establish correct and acceptable electronic monthly utilization data reporting; Healthways may provide technical support to Facility if necessary. d) Program Training for Facility Staff. Facility staff who have regular contact with Members are required to participate in Healthways training prior to commencement of the Program and as needed thereafter to account for staff turnover and to ensure proper service for Members. 2. Compensation. a) Program Utilization Payment. Healthways shall compensate Facility $3.50 per Program Visit, up to a maximum of $30.00 per Program Participant per month. Program Visit shall mean one distinct occasion, recorded and reported by Facility in accordance with procedures specified in the Reference Guide, during which a Member enters Facility to enroll in or use the Program. Healthways shall not compensate Facility for more than one Program Visit per day. Program Participant shall mean a Member, who, after completing the Program enrollment, has used the Program at a facility in the Healthways Network at least once in a given month. b) Payment Schedule. Payment shall be processed for direct deposit by Healthways by the last day of the month following the month in which Program Visits occurred ( "following month "), provided Healthways receives Facility's monthly utilization data in a timely manner. In the event utilization data is not received in a timely manner, payment may be delayed. Payment for monthly utilization received after the last day of the following month will be denied for non - timely filing and will not be eligible for reimbursement or appeal. Appeals must be brought to the attention of Healthways within thirty (30) days of receipt of payment; appeals brought at a later date will not be eligible for review. A6_City of Tukwila_WA_39886_V2013 -3 13 of 14 ADDENDUM Facility hereby agrees to provi. : the Affinity product to commercial members under the terms . d conditions set forth in this Agreement, and as described belo Product Description: Affinity Discount: The Affinit product is a discount cash payment arrang• ent whereby Facility agrees to provide to individual eligible for Affinity access to Facilit services at a specific discount percent off Facility's publis ' ed fee schedule. Facility agrees to e end to individuals e1' .ib1e for the Healthways Affinity product discounted services as follows. T following disc. ∎ nts represent a minimum of 10% off at least one of the rates: Standard Initiation Rate: % Discount Monthly Membership % Discount des 1A(64- 440' if?, 14 A6_City of Tukwila_WA_39886_V2013 -3 14 of 14 EXHIBIT A -1 FACILITY INFORMATION The information in the box below is intended for distribution to Members. Please confirm that it is accurate. Facility Name: Physical Address: Phone Number: Web Site Address: Tukwila Community /Senior Citizen Center 12424 42nd Ave., S. Tukwila, WA 98168 (206) 768 -2822 http://www.tukwilawa.gov/recreation/reetcc.html Please check the following amenities offered by Facility: Amenity /Program Offered as part of basic membership at no additional cost to Members Not offered as part of basic membership - additional cost to Members Cardiovascular Equipment Group Exercise /Aerobics Area Hot Tub/Whirlpool Resistance Training Equipment Steam and /or Sauna Swimming Pool — Seasonal (not available . throughout the year) Swimming Pool — Year -Round Acupuncture Child Care Chiropractic Services Group Cycling Indoor Track Massage Nutritional Services Personal Training Physical Therapy Pilates x Fax: General Email: ( 9_04, ) payKSC tL)t<bfl lOLu)Q. g0V Who will be our primary location contact (Healthways Program Advisor)? This individual will be responsible for KDirect Fax O Need to call first scheduling training, coordinating with our Fitness Account Manager, and will need access to member records. Contact Person: .Sre v- e. -Fzci- 2_ Contact Title: IZ Lu .R.(M 1 t 64.0..4S4- Contact Phone: (2OLe ) 717 - 1 I Contact Fax: (a0 ) "71D "1 05 PA--., ` Contact Email: 51reve- • ��-I 2..� t V t< LLn C& 1))OL. A6_City of Tukwila_WA_39886_V2013 -3 3ov EXHIBIT A -2 Name: Title: Mailing Address: Phone: Fax: Email: CONTRACT ADMINISTRATOR MaA(Lus f2-Q_ CALC1/4.11 o y- ) LD o rOti-V ■eJ- Y l as 4a M s , ero aLsi. t . Lo0(. apse ) 7Lfl - Q-309 c i L may -us . -Y-& yc,(s ®-VU R1 sLih u00..80 ) The Contract Administrator shall receive legal correspondence regarding the Agreement, shall have access to payment information for all Facilities in Exhibit A -1 to this Agreement, and shall be responsible for setting up Healthways Fitness Provider Portal accounts for Facility staff. Who should Healthways contact to coordinate the technical aspects of monthly utilization data reporting? This individual will need to have specific information about your location's reporting capabilities, and be responsible for obtaining management approval for establishing a reporting method. Name: Phone: Email: (\A XLus raxc_e,S \&tu ALs. Ara.v c is(, -ice, uu-i (asa • toV A6_City of Tukwila_WA_39886_V2013 -3 Mailing Address (if not the same as Physical Address): Mailing Address: Shipping Address (if not the same as Physical Address): Shipping Address: Staffed Hours of Operation Are Members able to access Facility during unstaffed hours? 111 No O Yes What non - English languages does staff speak fluently? Please list: Please select one category that best describes Facility: O Commercial JCC O Medical/hospital Municipal O YMCA O YWCA O Other not - for - profit Please select one location type: Men and women O Women only O Men only A6_City of Tukwila_WA_39886_V2013 -3 b -Sprvi 4_ do Lure 6 6)(1/k , Sun d 3 /7 Ern tl uV OIrk.Q.,KS c QYocs curvis aV do oL C1,16S-e6 b Sunday Monday Tuesday Wednesday Thursday Friday 45a -8', Saturday Open la- Irwe !on— 9f, a- 9P Low -1r Lot — 9ja 8'4 -1-17'c Closed Are Members able to access Facility during unstaffed hours? 111 No O Yes What non - English languages does staff speak fluently? Please list: Please select one category that best describes Facility: O Commercial JCC O Medical/hospital Municipal O YMCA O YWCA O Other not - for - profit Please select one location type: Men and women O Women only O Men only A6_City of Tukwila_WA_39886_V2013 -3 b -Sprvi 4_ do Lure 6 6)(1/k , Sun d 3 /7 Ern tl uV OIrk.Q.,KS c QYocs curvis aV do oL C1,16S-e6 b