CCP 09-27-2011 - Laserfiche WebLink

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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. Facility and City shall work cooperatively with Healthways to 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 City 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 City may be required to pay to any governmental authority. Healthways will make payment to City 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, 2012 ("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 City by Healthways("Ready Date"). b) Renewal of Agreement. This Agreement shall be automatically renewed for successive one year terms after the Initial 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) Change in Terms; Poor Usage. Healthways retains, 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 poor usage of Facility by Members or upon termination or change in terms of a Sponsoring Organization's contract with Healthways. In the event Healthways removes Facility from the Healthways Network, City 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 parry'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. Either party may terminate this Agreement by providing the other party with a minimum of thirty (30) days' prior written notice in the event the other party commits a material breach of any provision of this Agreement. The notice must specify the nature of said material breach. The breaching party shall have 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 City due to 1) failure of Facility to maintain necessary insurance coverage as required by this Agreement; 2) closure of Facility, resulting in denial of Program services to Members, without a minimum of thirty(30)days'prior written notice to Healthways;3)fraudulent Program utilization reporting by Facility; CIA_FC_V2011-2 3 of 11 386619v5 MJM NE136-111