|
h) Waiver of Claims and Indemnity. Unless caused by Healthways' or Sponsoring Organization's negligence or
<br /> intentional wrongdoing, City, Facility, Healthways, and Sponsoring Organization hereby waive and release all
<br /> claims against each other, or any of their respective officers, directors, shareholders, employees, or representatives,
<br /> in respect to a Member participating in the City, Facility, Healthways Network, and Healthways, Sponsoring
<br /> Organization,Facility or City shall not be liable for injury to person or damage to property sustained by Sponsoring
<br /> Organization's Members as a result of participation in any activities that may be undertaken in or sponsored by City
<br /> or Facility, including but not limited to any accident,or from any occurrence,act,or from negligence or omission on
<br /> the part of City or Facility or Healthways or any employee or agent thereof.
<br /> Healthways, Sponsoring Organization, City and Facility shall indemnify, defend, and hold harmless each other and
<br /> their respective officers,directors,shareholders,employees,and representatives, on a current basis,from any and all
<br /> claims, demands, suits, liabilities, damages, obligations, and expenses (including without limitation reasonable
<br /> attorneys' fees) arising out of or in any way related to each others' performance under this Agreement or
<br /> participation of any Members in any activities undertaken in connection with or relating to this Agreement,except to
<br /> the extent caused by each others' negligence or intentional wrongdoing.
<br /> Both parties agree that to the extent permitted by law, Healthways, Facility and City shall cooperate with one
<br /> another in the defense of any claim arising from alleged tortious acts of their respective officers, shareholders,
<br /> employees,or agents and to give one another written notice of any claims covered by this paragraph. All obligations
<br /> under this Section shall survive the termination of this Agreement regardless of the cause giving rise to such
<br /> termination,including without limitation,insolvency or breach of this Agreement.
<br /> Nothing in this section shall be interpreted to in any way limit the City's immunities and defenses under Minnesota
<br /> Statutes,Chapter 466.
<br /> i) Professionally-Recognized Standards. Healthways and Facility shall provide the Program to Sponsoring
<br /> Organization Members in a manner consistent with quality assurance standards, the Reference Guide, and
<br /> professionally-recognized standards of fitness and wellness programs.
<br /> 6. Compensation.
<br /> a) Program Utilization Payment. Healthways shall compensate City $3.00 per Program Visit, up to a maximum of
<br /> $30.00 per Program Participant per month.Program Visit shall mean one distinct occasion,recorded and reported by
<br /> Facility in accordance with procedures specified in the Reference Guide, during which a Member enters Facility to
<br /> enroll in or use the Program. Healthways shall not compensate City for more than one Program Visit per day.
<br /> Program Participant shall mean a Member,who,after completing the Program enrollment,has used the Program at a
<br /> facility in the Healthways Network at least once in a given month.
<br /> b) Minimum Payment Guarantee. With the exception of the month in which Program Ready Date occurs, City is
<br /> guaranteed the greater of 1)the Program Utilization Payment above;or 2)a minimum monthly payment of$250.00 per
<br /> location of Facility identified in Exhibit A.For the month in which Program Ready Date occurs,the Minimum Payment
<br /> Guarantee may be pro-rated based on the number of days remaining in the month beginning with the Program Ready
<br /> Date.
<br /> c) Payment Schedule. Payment shall be either mailed or processed for direct deposit by Healthways by the last day of the
<br /> month following the month in which Program Visits occurred ("following month"), provided Healthways receives
<br /> Facility's monthly utilization data by the fifth (5th) day of the following month. In the event utilization data is not
<br /> received in a timely manner,payment may be delayed.Payment for monthly utilization received after the last day of the
<br /> following month will be denied for non-timely filing and will not be eligible for reimbursement or appeal.Appeals must
<br /> be brought to the attention of Healthways within thirty (30) days of receipt of payment; appeals brought at a later
<br /> date will not be eligible for review.
<br /> C1A_FC_V2011-2 9 of 11
<br /> 386619v5 MJM NE136-111
<br />
|