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HEALTHWAYS PROVIDER AGREEMENT
<br /> This Agreement is entered into between AMERICAN HEALTHWAYS SERVICES,LLC, for itself and on behalf
<br /> of its subsidiaries(hereinafter referred to as"Healthways"),a Delaware corporation,and the undersigned City of New Brighton,
<br /> a municipal corporation, under the laws of the State of Minnesota, whose name and other identifying information appear
<br /> herein("City"); and together, the"Parties."This Agreement replaces and supersedes any other agreement between or among
<br /> City and Healthways and its subsidiaries and affiliates for the Healthways programs and products represented herein.
<br /> Following the execution hereof,all such other agreements shall be terminated on the effective date of this Agreement.
<br /> PREAMBLE
<br /> WHEREAS, Healthways has entered into agreements with health plans and other sponsoring organizations to provide
<br /> fitness services,benefits,and programs to eligible Members within an established network of fitness centers;
<br /> WHEREAS, the City offers health and fitness programming and services at the New Brighton Community Center,
<br /> located at 400—1e Street NW,New Brighton,Minnesota,a facility owned and operated by the City,as well as other facilities set
<br /> forth in Exhibit A,owned and operated by the City(hereinafter"Facility");
<br /> WHEREAS,Healthways would like to include Facility,and Facility desires to be included,as a member of the network
<br /> of facilities for one or more Healthways products to provide subsidized basic fitness memberships and services, all on the terms
<br /> and conditions as hereinafter set forth.
<br /> AGREEMENT
<br /> NOW,THEREFORE, in consideration of the mutual premises set forth above and the promises hereinafter appearing,
<br /> and for other good and valuable consideration,the receipt,sufficiency and adequacy of which is hereby acknowledged,the Parties
<br /> agree as follows:
<br /> 1. Definitions.The terms defined in this section shall have the meanings specified for all purposes of this Agreement.
<br /> a) "Agreement"means this Healthways Provider Agreement between Healthways and City and any amendments thereto.
<br /> b) "Confidential Information" means all provisions of this Agreement and any business expertise, manuals, videos,
<br /> trade secrets, compensation and Sponsoring Organization Member information to the extent permitted by the
<br /> Minnesota Government Data Practices Act,Minnesota Statutes,Chapter 13.
<br /> c) "Facility"means Facility and any additional participating locations within the City as mutually agreed to and set forth in
<br /> Exhibit A,which have entered into this Agreement with Healthways to be part of its Healthways Network,on the terms
<br /> and conditions set forth herein.
<br /> d) "Healthways Network" means, collectively, all participating locations that have entered into a contract agreement with
<br /> Healthways to provide the Program.
<br /> e) "Member"means a Sponsoring Organization member, employee,dependent or other person eligible for the Program as
<br /> determined by the Sponsoring Organization's criteria.
<br /> f) "Program"means each of the Healthways programs described in the Program Schedules.
<br /> g) "Program Schedule"means each,and"Program Schedules" shall mean all,of the program schedules attached to this
<br /> Agreement, and incorporated herein by reference, that describe the Healthways programs provided by Facility to
<br /> Members of Sponsoring Organizations.Healthways and City acknowledge and agree that notwithstanding any other
<br /> provision of this Agreement, Healthways may amend this Agreement upon sixty(60) days' prior written notice to
<br /> City to modify existing Program Schedules or to add one or more new Program Schedules,and that City may decline
<br /> participation in a new Program Schedule or decline proposed modifications to an existing Program Schedule upon
<br /> written notice to Healthways within such sixty(60)day period if such modified or new Program Schedule would have a
<br /> material adverse effect on Facility or City.
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