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h) "Reference Guide" means the procedures and guidelines established by Healthways for participation in the
<br /> Healthways Network by City and under which the Program is administered. The Reference Guide, which shall be
<br /> provided to City prior to the commencement of this Agreement, is incorporated herein by reference; the Reference
<br /> Guide may be periodically updated by Healthways and updated copies shall be provided to City from time to time.
<br /> i) "Sponsoring Organization" means any organization,employer group, health plan or subset thereof that is contracted
<br /> with Healthways to provide the Program to its members and whose members may therefore utilize Facility in
<br /> accordance with the terms of this Agreement. City shall provide the Program to eligible Members of all Sponsoring
<br /> Organizations. Sponsoring Organization information shall be available to City, and such Sponsoring Organization
<br /> information shall be incorporated herein by reference.
<br /> j) "Term" means the Initial Term of the Agreement and each successive one (1) year period as provided in the Term
<br /> section of this Agreement.
<br /> 2. Duties and Obligations of Facility or City.
<br /> a) Acceptance to and Participation in the Healthways Network. Healthways' execution of this Agreement shall serve as
<br /> notice of City's acceptance into the Healthways Network.In order to become and remain a participant in the Healthways
<br /> Network, City shall throughout the Term of this Agreement comply with the Reference Guide, including all quality
<br /> assurance standards,operations,protocols,policies,procedures,follow-up guidelines,and health and safety standards of
<br /> Healthways.
<br /> b) Member Program Rights. Facility shall not impose any charges on Members for Program services covered under this
<br /> Agreement. At no charge to the Member, each Member shall establish and maintain a basic fitness membership with
<br /> unrestricted hours at Facility, provided that such individual remains a Member and this Agreement remains in effect.
<br /> The Program excludes programs and services offered by Facility which carry additional charges beyond basic fitness
<br /> membership services,such as racquetball,tennis,massage and similar fee-based activities.If a Member requests services
<br /> after being informed that the services are not covered under the Program,the Member shall be solely liable for payment.
<br /> c) Joint Marketing and Public Relations. City agrees to allow Healthways and Sponsoring Organization to use the name,
<br /> address, phone, amenities and web site information provided in Exhibit A in marketing and advertising materials and
<br /> campaigns.All marketing and advertising materials,and materials intended for distribution to Members prepared by City
<br /> or Facility that refer to the Program, Healthways, or Sponsoring Organization shall be approved by Healthways in
<br /> writing prior to their distribution. City and Facility agree to make best efforts to coordinate all media communications
<br /> under this Agreement through the Healthways Public Relations Department, and immediately inform Healthways of all
<br /> media inquiries regarding the Program,Healthways,or Sponsoring Organization.
<br /> d) Limited Facility Use of Healthways Trademarks,Logos,and Copyrighted Materials. City and Facility agree that for the
<br /> Term of this Agreement, all external marketing and advertising of all Healthways trademarked and service marked
<br /> names, logos, identities, formats, and materials, including the Program name, will first be approved in writing by
<br /> Healthways, and that at the conclusion of this Agreement, City and Facility shall cease all advertising, marketing, and
<br /> references to the same.
<br /> e) Customer Service. City agrees that in the event any disagreement arises between Facility or City, Healthways and/or
<br /> Sponsoring Organization on any matter whatsoever, Healthways, City, and/or Sponsoring Organization or any subset
<br /> thereof shall work with the other party(ies)to reach a resolution of the disagreement,and no one shall involve Members
<br /> in any matter concerning such a disagreement.
<br /> f) Research Studies.Facility shall obtain prior written approval from Healthways for any research or clinical studies of
<br /> Members or the Program. Facility shall provide study findings and results to Healthways prior to any publication or
<br /> presentation of such findings or results.
<br /> g) Membership Conversion. Facility agrees that Members eligible for a fully subsidized Program who are currently
<br /> members of Facility will be able to inactivate or"freeze" their memberships for the duration of this Agreement and
<br /> pay no monthly dues,cancellation fee,or other fees during the inactivation period so that they may attend Facility at
<br /> no charge under the Program. At the time this Agreement terminates, or if applicable Members terminate their
<br /> membership in Sponsoring Organization, those Members will then be responsible for the remaining terms of their
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