Ordinance 2014-66 - Laserfiche WebLink

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Confidential negligence or omission on the part of Facility or any employee or agent thereof. Facility shall indemnify, defend, and hold harmless Healthways, Sponsoring Organization, Members, and applicable government agency and their respective officers, 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 by Facility under this Agreement, except to the extent caused by the gross negligence or intentional wrongdoing of Healthways, 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. i) 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. Healthways shall compensate Facility $3.25 per Program Visit, up to a maximum of $26.00 per Program Participant per month. Program Visit shall mean one distinct occasion, recorded and reported by Facility in accordance with procedures specified in the Reference Guide, during which a Member enters Facility to enroll in or use the Program. Healthways shall not compensate Facility 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 facility in the Healthways Network at least once in a given month. b) Six Month Minimum Payment Guarantee. For Program services provided during the first six months following the Program Ready Date, Healthways shall compensate the Facility 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- 1. 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. c) 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 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 filing 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. Al RFC V2014 -2 10 of 10