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permit audit. Such Records shall be maintained by Healthways and City for a period of ten (10) years following
<br /> expiration or termination of this Agreement.This right to inspect shall extend for a period of ten(10)years from the
<br /> termination date of the CMS Contracts (or applicable CMS Contract), or the date of completion of any audit in
<br /> connection with the Medicare health plans, whichever is later. Healthways and City will make its books and other
<br /> records available in accordance with 42 CFR 422.504(i)(2)and 42 CFR 423.505(i)(2) and any other applicable laws
<br /> and regulations to the extent permitted by the Minnesota Government Data Practices Act, Minnesota Statutes,
<br /> Chapter 13. In the event City is unable to retain such records for ten (10) years, City shall provide the records to
<br /> Healthways at the conclusion of this Agreement and Healthways shall retain the records on behalf of City.
<br /> c) External Review. Healthways and City agree to cooperate with all independent quality review and improvement
<br /> organization activities required by CMS and/or Sponsoring Organization pertaining to the provision of services to
<br /> Sponsoring Organization Members.
<br /> d) Privacy/Confidentiality. Healthways, Facility, and City agree to safeguard the privacy of any information that
<br /> identifies a particular Sponsoring Organization Member in accordance with federal and state laws and Sponsoring
<br /> Organization policy and to maintain Sponsoring Organization Members'records in an accurate and timely manner.
<br /> e) Non-Discrimination. Healthways and City agree to not discriminate against any person because of race, sex, age,
<br /> marital status, national origin, religion, color, citizenship, disability, health status, health insurance coverage or
<br /> veteran status. As applicable, Healthways and Facility agree to comply with 1) Title VI of the Civil Rights Act of
<br /> 1964 as implemented by regulations at 45 CFR Part 84; 2)The Age Discrimination Act of 1975 as implemented by
<br /> regulations at 45 CFR Part 91; 3)The Americans With Disabilities Act;4)The Rehabilitation Act of 1973; 5)Other
<br /> laws applicable to recipients of federal funds; and 6) All other applicable laws and rules. This Agreement
<br /> incorporates by reference and is subject to the following regulations of the Office of Federal Contract Compliance
<br /> Programs, Department of Labor: 41 C.F.R. §60-1.4, Equal Opportunity Clause; 41 C.F.R. §60-250.5, Equal
<br /> Opportunity Clause and Affirmative Action Clause for Special Disabled Veterans and Veterans of the Vietnam Era;
<br /> 41 C.F.R §60-741.5, Equal Opportunity Clause and Affirmative Action Clause for Handicapped and Disabled
<br /> Persons. Healthways and City agree not to discriminate against any Medicare Advantage Member on the basis of
<br /> any factor that is related to health status,including,but not limited to the following: (1)medical condition, including
<br /> mental as well as physical illness; (2) claims experience; (3) receipt of health care; (4) medical history; (5) genetic
<br /> information; (6) evidence of insurability, including conditions arising out of acts of domestic violence; and (7)
<br /> disability.
<br /> f) Exclusion of Certain Persons. Healthways and City each certify that neither it nor any of its principals (officers,
<br /> directors, owners, partners, key employees, principal investigators, researchers or management or supervisory
<br /> personnel) (Principals) is presently debarred, suspended, proposed for debarment, declared ineligible or excluded
<br /> from participation in any federal grant, benefit, contract or program (including, but not limited to, Medicare and
<br /> Medicaid)by any Federal department or agency. City agrees to provide immediate written notice to Healthways if it
<br /> learns at any time that the certification herein was erroneous when submitted or if, during the Term of this
<br /> Agreement, it, or any of its Principals, is debarred, suspended, proposed for debarment, declared ineligible or
<br /> excluded from participation in any federal grant, benefit, contract or program. If subcontracting is permitted by this
<br /> Agreement, Healthways and City agree that its subcontractors will comply with the foregoing covenant. Healthways
<br /> and City agree that debarment, suspension, proposed debarment or suspension, ineligibility or exclusion of either
<br /> party, or any of its Principals or subcontractors, shall constitute cause for immediate termination of this Agreement.
<br /> Healthways and City further agree to comply with all Federal anti-terrorism rules and regulations. Each party's
<br /> signature below shall serve as certification that, to the best of the party's knowledge, the party 1) is not; 2) has not
<br /> been designated as; 3) is not owned, affiliated, or controlled by; and 4) does not support, assist or aid a suspected
<br /> terrorist organization or individual as defined by Federal law including,but not limited to,Executive Order 13224.
<br /> g) Hold Harmless. With the exception of charges for services not covered under this Agreement,Healthways and City
<br /> shall in no event bill,charge, collect a deposit from,or hold liable for any debts of Healthways or City,Members or
<br /> any applicable government agency. In the event a Member provides payment to Facility or City for services
<br /> provided pursuant to this Agreement, Healthways retains the right to deduct an equivalent amount from the
<br /> compensation payable to City for the purpose of Member reimbursement. All obligations under this section shall
<br /> survive the termination of this Agreement,regardless of the cause giving rise to such termination,including,without
<br /> limitation,insolvency of either party or breach of this Agreement.
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