AMENDMENT TO THE AGREEMENT - SILVER SNEAKERSConfidential
FAX TO: 602 - 391 -2138 ATTN: CONTRACTS DEPARTMENT
AMENDMENT TO THE AGREEMENT BETWEEN
AMERICAN HEALTHWAYS SERVICES, LLC AND
CITY OF CLEARWATER
EFFECTIVE JANUARY 1, 2014
This document serves as an Amendment to the Healthways Provider Agreement (the "Agreement ") between
AMERICAN HEALTHWAYS SERVICES, LLC ( "Healthways "), and CITY OF CLEARWATER
("Facility "). For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby amend the Agreement as follows.
1. The Agreement shall be amended such that USTA Masters Tennis at the Henry L. McMullen Tennis
Complex shall be added as a participating location attached herein as an addition to Exhibit A, effective
January 1, 2014.
a) No SilverSneakers® classes shall be held at USTA Masters Tennis at the Henry L. McMullen Tennis
Complex.
b) There shall be no Minimum Payment Guarantee for services provided at the USTA Masters Tennis at The
Henry L. McMullen Tennis Complex location.
2. Except as expressly modified by this Amendment, the Agreements and any previously signed amendments
or addenda shall remain in full force and effect.
3. The individual signing below on behalf of Facility represents and warranties that he /she has all requisite
corporate power and authority to enter into this Amendment on behalf of Facility.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of January 1,
2014.
AMERICAN HEALTHWAYS SERVICES, LLC CITY OF CLEARWATER
a Delaware corporation
7e4 /LBO, SEE ft-rr r�,b si biwcre E V.;
Signature Signature Q E+ 1 ( &)
Mary Jo Ferron
Vice President, Fitness Programs
Printed Name
Title
Date Date
Page 1 of 6
FL/17701/35151 — A6
Countersigned:
- -ctPiorte nC, Mao
George N. Cretekos
Mayor
Approved as to form:
aura Lipowski Mahony
Assistant City Attorney
Confidential
CITY OF CLEARWATER, FLORIDA
By: IA) CJ-44.1,4.• ,'
William B. Horne, II
City Manager
Attest:
Rosemarie Call
City Clerk
Page 14f
FL/17701/35151 —A6
FAX TO 602 - 391 -2138 ATfWN. CONTRACTS DEPART ENT
The information in
Facility Name:
Physical Address:
Phone Number:
Web Site Address:
..2awn4 ii. w.
EXHIBIT A -t
KSTRiCrED USTA MASTERS TENNIS CLASS ONLY
LOCATION INFORMATION
e bor below is intended, for distribution to Members. Please confirm that it is accurate
USTA Masters Tennis at The henry L. McMullen Tennis Complex
1000 Edenville Ave.
Clearwater, FL 33764
(727) 669 -1919
www, rn/etene
.,:tiffs nff. r.'J M Pft141;I1
I ICtI itt.. Lfi. f:Lf4 Ilk. f,..kw. , ye. ry ...,.._..... + +...:JJ.... _..... R— ....�,
AmenityTPrsgram
.
I.. ...
Offered as part of basic
membership at no additional
frost to Members
E.
Not offered as part of basic
membership - additional
cost to Members
Cardiovascular Equipment
-{ cx t!a i IA ri I
Group Exerc setAerobics Arca
not ava.iiab1c.
Yto+ it.VCai locks i
Hot Tub/whirlpool
Resistance Train nl, Equipment
t'1Qk vcct lable_
Stearn andlor Saunzt
Vtts{ aver lib l
Sr ittnning Pool — Seasonal (not available
throughout the year)
f to ° Vai 6 l
Swirnming Pool — Year - Round
no+ Oval abler
Acupuncture
Yin4- 0. vo.IVs64 e
Child Care
rssvat tai
Chiropractic Services
no i- [aovax t ja+n6
Group Cycling
n o 4. win i
Indoor Tract
lox k_
Massage
t't ok- o vc.' (ain te.
Nutritional Services
no 4i- n v ni,i, t ;
Personal Training i " i - e a n > c is I i- 4y tx ' 'ri 0 in
Physical Therapy
Yt 04- ekvat Ledo le.
Pilates
.. .- , a6,i�
Fax:
General Ernail:
Who is reSttottsible
Contact Person:
Contact Title:
Contact Phone:
Contact Fax:
Contact Email.
):.'Cs)l -4'I3
r-obtrt.e. rpe.,n.4ktt.t
Cr 'f rect Fax CI Need to call first
M,I. er. Co^
for daily Facility operations (le, £Cec.•utive Director, Membership Director)?
Robert lrct.rpery et
GCrtlIAi Del So -PCYV t'
— -'302 -
t2. -- '-'i 3
ear et- -e
a
Page 2of8
Confidential
/17701%35151
FAX TO: 602-391-2138 ATTN: CONTRACTS DEPARTMENT
RESTRICTED USTA MASTERS TENNIS CLASS ONLY
LOCATION INFORMATION (continued)
Mailing Address (f not the same as Physical Address):
Mailing Address:
Shipping Address 0/ not the sante as Physical Addres
Shipping Address:
Staffed Hours of 0 ration
Are Members able to access Facility during unstaffed hours? f'No 0 Yes
What non-English languages does staff speak fluently? Please list:
Plcase select one location type:
trMen and women
0 Women only
0 Men only
Page 3 of 8
Confidential
FL/17701/35151
Sunday
Monday
Tuesday
Wcdnesdav
Thursday
Friday
, Saturday
leim- 4en
Open
rat —
A OA ... tc p
riltit —10 pirt.kilAVI
1
ir kir' (opt
es, ig- ripen
Closed
Are Members able to access Facility during unstaffed hours? f'No 0 Yes
What non-English languages does staff speak fluently? Please list:
Plcase select one location type:
trMen and women
0 Women only
0 Men only
Page 3 of 8
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FL/17701/35151
FAX TO: 602 - 3911 -2183 ATTN: CONTRACTS DEPARTMENT
Program Name
Program Brands:
PROGRAM SCHEDULE
Mature Market Fully Subsidized Program
SilverSneakere Fitness Program, SilverSneakers Private Brand, and other brand names
for the Mature Market Fully Subsidized Program communicated to Facility by
Healthways from time to time
Member Type; Medicare, Group Retirees and Older Adults
Program Description:
The Program is offered to Members of the Sponsoring Organization. The Program
includes SilverSneakers exercise classes and basic fitness membership services, which
may include other Healthways services, for Members provided through a network of
facilities; also included in the Program are all facets presented in the Duties and
Obligations of Facility section of the Agreement.
Program Duties and Obligations of Facility. In exchange for the contpe
Facility shall perform the following services:
a) Program Implementation Process. To prepare for Program commencement, Facility agrees to participate in
the following 1) coordination with Healthways of electronic reporting containing the required data
elements; 2) Healthways- scheduled and led training; and 3) Healthways' evaluation of Facility prior to the
Program Ready Date to certify Facility's preparedness to provide Program.
b) Staffed Hours. Facility shall be appropriately staffed in accordance with professionally - recognized
standards of fitness programs a minimum of six (6) hours per day, Monday through Friday.
c) Program Enrollment. Facility shall enroll Members in the Program in accordance with the protocol defined in
the Reference Guide or other protocol mutually agreed between the Parties.
Reporting Obligations of Facility. Facility shall report Program utilization to Healthways on a monthly
basis. Program utilization reporting shall consist of all I) Program forms completed during the previous
month as applicable; and 2) visits for the month. Facility shall prepare a report of daily visits and utilization
from the month summarizing activity and containing the required data elements and submit it electronically to
Healthways no later than the fifth (5'r') day of the following month. The required file format, data elements and
submission options are defined in the Reference Guide. The Parties to this Agreement shall work cooperatively
to establish correct and acceptable electronic monthly utilization data reporting; Healthways may provide
technical support to Facility if necessary.
SilverSneakers Classes. Facility shall provide Healthways' group exercise class, the basic, signature
SilverSneakers class, a minimum of two (2) days per week on non- consecutive days. All SilverSneakers
classes shall be offered during Members' primary hours of utilization. Facility agrees to add additional
classes if the current classes remain at capacity for four (4) or more consecutive weeks, or as demand
dictates, and will solely bear the costs of adding such classes. Facility and Healthways agree to work
cooperatively to add optional SilverSneakers classes as needed.
Restricted USTA Master Tennis. Facilities identified in Exhibit A as providing USTA Master Tennis,
shall provide USIA Master Tennis in a group setting, a minimum of two (2) days per week on non-
consecutive days. Facility shall provide USTA Master Tennis to only Healthways Members verified
as eligible per the Enrollment Protocol as defined in the Reference Guide. All USTA Master Tennis
shall be offered during Members` primary hours of utilization. Facility agrees to add additional
classes if the current classes remain at capacity for four (4) or more consecutive weeks, or as demand
dictates, and will solely bear the costs of adding such classes. Facility and Healthways agree to work
cooperatively to add optional t1STit Master Tennis classes as needed.
sation to be paid by Healthways,
SilverSneakers Class Equipment. Healthways shall ensure
sses available by the Program Ready Date, including
Page 4 of 8
Confidential
that Facility has all required equipment for the
chairs, clastic tubing with handles, hand -held
FL/I7701/35151
FAX TO 602-391-2138 A N: CONTRACTS DEPARTMENT
weights, the SilverSneakers ball and appropriate music, and shall provide such equipment to Facility as
necessary. Following the Program Ready Date, Facility shall be responsible for maintaining and
replenishing the equipment, and shall comply with the exact specifications for this equipment as defined in
the Reference Guide.
h) Instructor and Facility Staff Training. Facility staff who have regular contact with Members are required to
participate in Healthways training prior to commencement of the Program and as needed thereafter to
account for staff turnover and to ensure proper service for Members. Healthways will hold an instructor
training workshop to provide Facility instructors with the necessary guidelines to teach the SilverSneakers
class according to Program specifications. Two (2) instructors from Facility will be able to attend the initial
workshop at no charge; additional instructors who pre-register may attend the initial workshop for a
nominal fee.
i) Facility Staff Qualifications. All fitness professionals who come in contact with Members shall be qualified
for their respective positions. All group exercise instructors must 1) possess current CPR certification; 2) be
eighteen years of age or older; and 3) either hold a two (2) or four (4) year degree in health, exercise
science, recreation or physical activity related field; or hold a current license for the following; RN, LPN,
LMT, LPT, RYT; or hold a nationally recognized instructor/trainer certification that is available to the
general population and requires continuing education courses and CPR certification as criteria for
recertification. Each instructor teaching a SilverSneakers group format class must complete the Healthways
instructor training workshop for that class prior to teaching and once every four (4) years thereafter.
SilverSneakers Program Advisor. Facility shall designate one staff member as the SilverSneakers Program
Advisor, who shall serve as a liaison to Healthways and as a resource person for SilverSneakers Members
utilizing the Healthways Network, and is knowledgeable concerning all services provided by Facility to
Members.
k) Guest Pass Program. Facility shall provide Program services to persons presenting a Healthways guest pass.
Properly documented guest visits will be counted the same as a Member visit for purposes of calculating
Facility's compensation.
Medicare Compliance for Program(s) Provided to Medicare Recipients. In recognition that Sponsoring
Organization and its subcontractors may be obligated to comply with all applicable federal governrnental
regulations regarding services to Medicare members, including the rules and regulations of the Centers for
Medicare and Medicaid Services (CMS), Healthways and Facility mutually agree to comply with the following
for services provided to Medicare members.
a) Compliance with Federal and State Laws. Facility acknowledges that payments made to Facility under this
Agreement may be made from federal funds. Therefore, in connection with all services rendered under the
Agreement, Facility agrees to comply with the requirements of the contracts between Healthways'
customers and CMS (the '`CMS Contracts"). and all applicable federal and state laws and regulations and
CMS guidance and instructions, including, but not limited to alt Medicare laws, such as the Medicare
Modernization Aet and the regulations contained in 42 CFR Parts 422 and 423; all applicable state and
federal privacy and security requirements, including but not limited to the confidentiality, privacy and
security provisions for Medicare health plans contained in the regulations found at 42 CFR 422.118 and 42
CFR 423.136; and all applicable laws, regulations and guidance designed to prevent fraud, waste or abuse
of federal funds, including the False Claims Act (31 U.S.C. 3729 et seq.), the Anti-kickback statute (Social
Security Act § 1128B(b)), and HIPAA administrative simplification rules (45 CFR Parts 160, 162, and
164).
b) Right to Inspect. Facility acknowledges and agrees that the Departtnent of Health and Human Services
(HF1S), the Comptroller General, or their designees, or any applicable state or federal governmental entity,
or Sponsoring Organization, shall have the right to inspect, evaluate, and audit any pertinent contracts,
books, documents, papers, and records involving transactions related to services provided under this
Agreement to Medicare Members. Facility shall maintain accurate records of compliance with this
Agreement ("Records") in accordance with recognized accounting and document retention practices and in
a format that shall permit audit. Such Records shall be maintained by Facility for a period of ten (10) years
following expiration or termination of this Agreement. This right to inspect shall extend for a period of ten
Page 5 of 8
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j)
FAX TO: 602 -39'0 -2138 ATTN: CONTRACTS DEPARTMENT
(10) years from the termination date of the CMS Contracts (or applicable CMS Contract), or the date of
completion of any audit in connection with the Medicare health plans, whichever is later. Facility will make
its books and other records available in accordance with 42 CFR 422.504(0(2) and 42 CFR 423.505(•x2)
and any other applicable laws and regulations. In the event Facility is unable to retain such records for ten
(10) years, Facility shall provide the records to Healthways at the conclusion of this Agreement and
Healthways will retain the records on behalf of Facility.
External Review. Facility agrees to cooperate with all independent quality review and improvement .
organization activities required by CMS and/or Sponsoring Organization pertaining to the provision of
services to Sponsoring Organization Members.
Privacy /Confidentiality. Facility agrees to safeguard the privacy of any information that identifies a
particular Sponsoring Organization Member in accordance with federal and state laws and Sponsoring
Organization policy and to maintain Sponsoring Organization Members' records in an accurate and timely
manner.
Non - Discrimination. Facility agrees to not discriminate against any person because of race, sex, age,
marital status, national origin, religion, color, citizenship, disability, health status, health insurance
coverage or veteran, status. As applicable, Facility agrees to comply with 1) Title VI of the Civil Rights Act
of 1964 as implemented by regulations at 45 CFR Part 84; 2) The Age Discrimination Act of 1975 as
implemented by regulations at 45 CFR Part 91; 3) The Americans With Disabilities Act; 4) The
Rehabilitation At of 1973; 5) Other laws applicable to recipients of federal funds; and 6) All other
applicable laws and rules. This Agreement incorporates by reference and is subject to the following
regulations of the Office of Federal Contract Compliance Programs, Department of Labor: 41 C.F.R. §60-
1.4, Equal Opportunity Clause; 41 C.F.R. §60- 250.5, Equal Opportunity Clause and Affirmative Action
Clause for Special Disabled Veterans and Veterans of the Vietnam Era; 41 C.F.R §60- 741.5, Equal
Opportunity Clause and Affirmative Action Clause for Handicapped and Disabled Persons. Facility agrees
not to discriminate against any Medicare Member on the basis of any factor that is related to health status,
including, but not limited to the following: (1) medical condition, including mental as well as physical
illness; (2) claims experience; (3) receipt of health care; (4) medical history; (5) genetic information; (6)
evidence of insurability, including conditions arising out of acts of domestic violence; and (7) disability.
f) Exclusion of Certain Persons. Facility certifies that neither it nor any of its principals (officers, directors,
owners, partners, key employees, principal investigators, researchers or management or supervisory
personnel) (Principals) is presently debarred, suspended, proposed for debarment, declared ineligible or
excluded from participation in any federal grant, benefit, contract or program (including, but not limited to,
Medicare and Medicaid) by any Federal department or agency. Facility agrees to provide immediate written
notice to Healthways if it learns at any time that the certification herein was erroneous when submitted or if,
during the Term of this Agreement, it, or any of its Principals, is debarred, suspended, proposed for
debarment, declared ineligible or excluded from participation in any federal grant, benefit, contract or
program. If subcontracting is permitted by the Agreement, Facility agrees that its subcontractors will comply
th the foregoing covenant. Facility agrees that debarment, suspension, proposed debarment or suspension,
ineligibility or exclusion of either party, or any of its principals or subcontractors, shall constitute cause for
ediate termination of this Agreement. Facility further agrees to comply with all Federal anti- terrorism
rules and regulations. Each party's signature below shall serve as certification that, to the best of the party's
knowledge, the party 1) is not; 2) has not been designated as; 3) is not owned, affiliated, or controlled by;
and 4) does not support, assist or aid a suspected terrorist organization or individual as defined by Federal
law including, but not limited to, Executive Order 1322.4.
Hold Harmless. With the exception of charges for services not covered under this Agreement, Facility shall
in no event bill, charge, collect a deposit from, or hold liable for any debts of Ilealthways or Facility,
Members or any applicable government agency. In the event a Member provides payment to Facility for
services provided pursuant to this Agreement* Healthways retains the right to deduct an equivalent amount
he compensation payable to Facility for the purpose of Member reimbursement, All obligations under
this section shall survive the termination of this Agreement, regardless of the cause giving rise to such
termination, including, without limitation, insolvency of either party or breach of this Agreement.
K)
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FAX TO: 602 -391- 2138 ATTN: CONTRACTS DEPARTMENT
h) Mutual Waiver of Claims and Indemnity. Unless caused by the gross negligence or intentional
wrongdoing of either Party, Sponsoring Organization, or any applicable government agency, the Parties
hereby waive and release all claims against the other Party. Sponsoring Organization, and applicable
government agency, and/or any of their respective officers, directors, shareholders, employees, or
representatives, in respect of a Member participating in the Healthways Network, and Parties, Sponsoring
Organization, and government agency shall not be liable for injury to person or damage to property
sustained by Sponsoring Organization's Members as a result of participation in any activities which may be
undertaken in or sponsored by Facility, including, but not limited, to any accident, or from any occurrence,
or act, or from negligence or omission on the part of Facility or any employee or agent thereof. Each Party
shall indemnify, defend, and hold harmless the other Party, Sponsoring Organization, Members, and
applicable government agency and their respective ofticers, directors, shareholders, employees, and
representatives, on a current basis, from any and all claims, demands, suits, liabilities, damages,
obligations, and expenses (including without limitation reasonable attorneys' fees) arising out of or in any
way related to any negligent act or other wrongful conduct of the indemnifying/other Party to this
Agreement, except to the extent caused by the gross negligence or intentional wrongdoing of the
indemnifying Party, Sponsoring Organization. or applicable government agency.
Healthways and Facility agree that to the extent permitted by law, the Parties shall cooperate with one
another in the defense of any claim arising from alleged tortious acts of their respective officers,
shareholders, employees, or agents and to give one another written notice of any claims covered by this
paragraph. All obligations under this section shall survive the termination of this Agreement, regardless of
the cause giving rise to such termination, including, without limitation, insolvency of either party or breach
of this Agreement. Nothing contained in the foregoing indemnification shall be construed to be a
waiver of any immunity or limitation of liability the Facility may be entitled to under the doctrine of
sovereign immunity or Section 768.28, Florida Statutes.
Professionally - Recognized Standards. Healthways and Facility shall provide the Program to Sponsoring
Organization Members in a manner consistent with quality assurance standards, the Reference Guide, and
professionally-recognized standards of fitness and wellness programs.
3. Compensation.
a) Program Utilization Payment.
i. Program Utilization for Locations Offering Sitverrneakers Classes. Healthways shall compensate
location $3.00 per Program Visit, up to a maximum of $30.00 per Program Participant per month.
Program Visit shall mean one distinct occasion, recorded and reported by location in accordance with
procedures specified in the Reference Guide, during which a Member enters location to enroll in or use
the Program. Healthways shall not compensate location for more than one Program Visit per day.
Program Participant shall mean a Member, who, after completing the Program enrollment, has used the
Program at a location in the Healthways Network at least once in a given month.
ii Program Utilization for Restricted USTA Master Tennis Locations. Healthways shall cotnpennsate
location $3.00 per Program Visit, up to a maximum of $30.00 per Program Participant per month for
all locations offering Restricted iISTA Master Tennis. Program Visit shall mean one distinct
occasion; recorded and reported by location in accordance with procedures specified in the Reference
Guide, during which a Member enters location to enroll in or use the Program. Healthways shall not
compensate location for more than one Program Visit per day. Program Participant shall mean a
Member, who, after completing the Program enrollment, has used the Program at a location in the
Healthways Network at least once in a given month.
Minimum Payment Guarantee. With the exception of the month in which Program Ready Date occurs,
Facility is guaranteed the greater of 1) the Program Utilization Payment above; or 2) a minimum monthly
payment of $250.00 per location of Facility identified in Exhibit A as Offering SilverSneakers Classes. For
the month in which Program Ready Date occurs, the Minimum Payment Guarantee may, be pro -rated based on
the number of days remaining in the month beginning with the Program Ready Date.
Payment Schedule. Payment shall be processed for direct deposit by Healthways by the last day of the month
following the month in which Program Visits occurred ( "following month "), provided Healthways receives
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Confidential FL /1770 1 /35151
)
FAX TO: 602- 391 - 2138 ATTN: CONTRACTS DEPARTMENT
Facility's monthly utilization data by the fifth (5th) day of the following month. In the event utilization data is
not received in a timely manner, payment may be delayed. Payment for monthly utilization received after the
last day of the following month will be denied for non - timely fling and will not be eligible for reimbursement
or appeal. Appeals must be brought to the attention of Healthways within thirty (30) days of receipt of
payment; appeals brought at a later date will not be eligible for review.
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FL117701/35151