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Confidential <br />PROGRAM SCHEDULE <br />Program Name: Commercial Fully Subsidized Program <br />Program Brands: Prime*, Prime MCA, and other brand names for the Commercial Fully Subsidized Program <br />communicated to Facility by Healthways from time to time <br />Member Type: Commercial <br />Program Description: The Program is offered to Members of the Sponsoring Organization. The Program includes basic <br />fitness membership services for Members provided through a network of facilities; also included <br />in the Program are all facets presented in the Duties and Obligations of Facility section of the <br />Agreement. <br />1. Program Duties and Obligations of Facility. In exchange for the compensation to be paid by Healthways, Facility shall <br />perform the following services: <br />a) Program Implementation Process. To prepare for Program commencement, Facility agrees to participate in the <br />following 1) coordination with Healthways of electronic reporting containing the required data elements; and 2) <br />Healthways- scheduled and led training. <br />b) Introductory Orientation for Prime Members. Facility shall offer the Program to all Members identified by <br />Healthways as eligible for the Program. In addition to a basic fitness membership at no cost to the Member, Facility <br />shall provide Members with an added value program component (i.e., a thirty (30) minute personalized orientation <br />session or personal training session). <br />c) Reporting Obligations of Facility. Facility shall report Program utilization to Healthways on a monthly basis. <br />Program utilization reporting shall consist of all a) Program forms, and b) Member visits for the month. Facility shall <br />prepare a report of daily visits and utilization from the month summarizing activity and containing the required data <br />elements and submit it electronically to Healthways no later than the fifth (5`) day of the following month. The required <br />file format and data elements are defined in the Reference Guide. The Parties to this Agreement shall work cooperatively <br />to establish correct and acceptable electronic monthly utilization data reporting; Healthways may provide technical <br />support to Facility if necessary. <br />d) Program Training for Facility Staff. Facility staff who have regular contact with Members are required to participate <br />in Healthways training prior to commencement of the Program and as needed thereafter to account for staff turnover <br />and to ensure proper service for Members. <br />2. Medicaid Compliance for Program(s) Provided to Medicaid Recipients. In recognition that Sponsoring Organization and <br />its subcontractors may be obligated to comply with all applicable federal governmental regulations regarding services to <br />Medicaid members, including the rules and regulations of the Centers for Medicare and Medicaid Services (CMS), <br />Healthways and Facility mutually agree to comply with the following for services provided to Medicaid members. <br />a) Compliance with Federal and State Laws. Healthways and Facility acknowledge that payments made to Facility <br />under this Agreement may be made from federal funds. Therefore, in connection with all services rendered under the <br />Agreement, Healthways and Facility agree to comply with the requirements of the contracts between Healthways' <br />customers and CMS (the "CMS Contracts "), and all applicable federal and state laws and regulations and CMS <br />guidance and instructions, including, but not limited to all Medicaid laws, such as the Medicare Modernization Act <br />and the regulations contained in 42 CFR Parts 422 and 423; all applicable state and federal privacy and security <br />requirements, including but not limited to the confidentiality, privacy and security provisions for Medicare health <br />plans contained in the regulations found at 42 CFR 422.118 and 42 CFR 423.136; and all applicable laws, <br />regulations and guidance designed to prevent fraud, waste or abuse of federal funds, including the False Claims Act <br />(31 U.S.C. 3729 et seq.), the Anti - kickback statute (Social Security Act § 112813(b)), and HIPAA administrative <br />simplification rules (45 CFR Parts 160, 162, and 164). <br />b) Right to Inspect. Healthways and Facility acknowledge and agree that the Department of Health and Human <br />Services (HHS), the Comptroller General, or their designees, or any applicable state or federal governmental entity, <br />or Sponsoring Organization, shall have the right to inspect, evaluate, and audit any pertinent contracts, books, <br />C4 FC V2014 -2 6 of 10 <br />