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HomeMy WebLinkAbout15.C.1. Agreement with Health Care Dimensions for Silver Sneakers Fitness Reimbursement Program ~ I S:C. I , CITY OF SHAKOPEE MEMORANDUM To: Mayor and City Council CONSENT Mark McNeill, City Administrator From: Travis Karlen, Recreation Supervisor Meeting Date: October 18, 2005 Subject: Agreement with Health Care Dimensions for Silver Sneakers Fitness Reimbursement Program INTRODUCTION City Council is asked to authorize the implementation of the Health Care Dimensions (Silver Sneakers) Program. DISCUSSION In the upcoming years more and more of our "Baby Boomer" population will be entering retirement. Marketing programs to this population will keep us competitive with other fitness providers.. We have been working on an initiative to provide a program attractive to the active senior population. The program is called Silver Sneakers, and it's coordinated by Health Care Dimensions, a subcontractor for Medicare. SilverSneakers is being introduced in late 2005 to the Minnesota area to encourage healthy lifestyles among seniors. The Silver Sneakers is a comprehensive older adult fitness program that addresses the needs of the Medicare (65+) population. The program provides free basic membership to our fitness center, along with the opportunity to participate in Silver Sneakers group exercise class. The benefits to us for participating in this program are: . Compensation based on program participation . Free accredited training for fitness instructors . Zero cost to acquire new Silver Sneakers members . Great potential to draw additional memberships from older adults in the community . Marketing support through direct mail and phone campaigns to attract members and increase participation . Local account management support to help introduce the program and provide ongoing staff training Proaram Participant Benefits Participants in the program would receive a free membership to the Community Center. The Community Center would receive membership fees directly from Health Care Dimensions, $3.00 every time a participant uses the facility upto $30.00 per individual per month. In addition, to insure the program is successful for our center, Health Care Dimensions will reimburse a minimum of $250 each month regardless of how many individuals use the program. Therefore if a senior who normally would pay $10.26 per month were to come in 10 times during the month, the Community Center would benefit by receiving $30.00 from Health Care Dimensions. The benefits to us would be more involvement in the Community Center by the senior population and possible higher revenue. Workload Impact The workload for this program would be minimal. With our Class Registration Software we are able to print monthly usage reports that would be turned in to Health Care Dimensions for payment, similar to the Blue Cross fitness program we currently have in place. Health Care Dimensions is considering the Shakopee Community Center and Gold's Gym in the(Shakopee area. By saying yes to this program, it does not guarantee our spot in the program, but by acting now it does give us an edge over the competitor. I have attached a draft of the standard agreement. The City Attorney is reviewing this agreement. REQUESTED ACTION If City Council concurs, move to authorize appropriate city officials to enter into agreement with Health Care Dimensions to offer the Silver Sneakers program, pending final review by the City Attorney. Together, we form a strong partnership to improve the health and well-being of older adults. What is the SilverSneakers Fitness Program? The SilverSneakers Fitness Program is a comprehensive older- adult fitness program that addresses the needs of the Medicare (65+) population. SilverSneakers members receive a free basic membership to your fitness center along with the opportunity to participate in SilverSneakers group exercise classes. What are the benefits of participating? Did you know? . Compensation based on program participation 60% of our enrollees tell us they haven't . Our signature SilverSneakers@ Class, a new programming been members of a fitness center prior option for all your members (equipment for class provided, to joining SilverSneakers. if needed) . Accredited training for SilverSneakers instructors . . A program that optimizes participation, particularly during There is no additional cost to 'eligible non-peak hours health plan members to participate in the . Zero cost to acquire new SilverSneakers members SilverSneakers program. . Greater potential to draw additional membership sales from . the older adult population in your community 20,000 members visit a SilverSneakers . Opportunity for collateral revenue (personal training, massage, etc.) fitness center each day. . Marketing support through direct mail and phone campaigns . to attract members and increase participation 86,000 SilverSneakers classes are . HealthCare Dimensions-sponsored promotions, giveaways, and offered annually. health education events to encourage frequent meglber participation . . Local Account Management support to help introduce the 36% of our SilverSneakers members rate program and provide ongoing staff training their health better than a year ago, com- What do you have to do? pared to the national average of 14%. . Provide SilverSneakers members access to your basic fitness center amenities . Provide SilverSneakers Classes at least two times a week during senior-friendly times . Provide skilled and engaged instructor(s) to teach the class . Enroll new SilverSneakers participants at your fitness center . Appoint an energetic staff member to serve as a Senior AdvisorsM . Report utilization using either the SilverSneakers electronic tracking device or your current electronic tracking system HealthCare Dimensions Incorporated. 9280 South Kyrene Road. Suite 134. Tempe. Arizona. 85284 . 1.800.295.4993 . www.hcdimensions.com "The SilverSneakers Fitness Program has been Michael & Jill Deutsch, Owners extremely well received by both existing and Fitness Forum new members as well as staff. We have reached Chandler, AZ out and embraced an entirely new segment of the population that may have never stepped 480~812~O200 through our doors if it were not for the SilverSneakers Fitness Program. lhi~hly Steve Cooper, Executive Director recommend this program tu other club operators YMCA of Uniontown cmd (",) a! I ,eniurs. This is dl'Urely win/win Uniontown, P A re1:1\ ionship." n4~438~2584 Geoff Dyer, President/CEO, Lifestyle Family Fitness, Florida Kirk Stroud, Owner "The SilverSneakers program is a well-organized Stroud's Fitness Hurst, TX program that offers endless benefits to both the participants and the facility. The success of the 817~268~3488 program exemplifies that the benefits of physical activity can be beneficial for all regardless of past Chick Barcelona, Owner exercise history and present health status. Gold's Gym HealthCare Dimensions has set up a fantastic Olympia, W A model for the mutual benefit of both improvement of senior wellness and health club 360~352~2533 financial gain." Myrna Jacobson, Fitness Director, Red Ana Gutierrez, Membership Director YMCA of Greater Whittier Mountain Multigenerational Center, Whittier, CA Mesa, AZ 562~907 ~6530 "The SilverSneakers Fitness Program has proven to be a huge success. Since the program started Marianne Bucci, General Manager two years ago, we have been able to serve two The Aerobic Center at Lynch Field hundred more seniors per month, on average. Greensburg, P A We've added classes at an additional facility, as well as doubled our offerings at our original site. n4~834~2153 All departments at our YMCA have fallen in love with our full-of-energy seniors." Tricia Vieth, Senior Health & Fitness Director, YMCA of Boulder Valley, Boulder, CO HealthCare Dimensions Incorporated. 9280 South Kyrene Road. Suite 134 . Tempe. Arizona. 85284 . 1.800.295.4993 . www.hcdimensions.com Our current clients: Alabama Missouri About HealthCare Dimensions HealthSpring Humana Humana New Jersey HealthCare Dimensions is a leading population health management company Arizona Oxford Health Plans that designs and delivers innovative physical activity and preventive health programs Health Net of Arizona, Inc. New Mexico that help health plans, insurance companies and employers improve constituent Humana Humana PacifiCare/Secure Horizons Lovelace Health Plan health, manage risk and reduce costs. Our programs are targeted to specific of Arizona New York groups, such as our signature SilverSneakers@ Fitness Program for older adults. Arkansas Capital District Our mission is to improve the health and well-being of everyone we touch. Humana Physicians' Health Plan California Empire BlueCross Our products PacifiCare/Secure Horizons BlueShield Colorado Independent Health The SilverSneakers Fitness Program. is the nation's foremost health management Humana Oxford Health Plans solution, delivering unique physical activity and healthy lifestyle interventions Kaiser Permanente Preferred Care designed specifically for older adults. Medicare health plans utilize the fully turnkey PacifiCare/Secure Horizons North Carolina SilverSneakers Fitness Program to improve member health, manage risk and achieve District of Columbia Humana Humana North Dakota CMS's vision of measurable quality improvement, care coordination and lower cost. Florida Medica StepsSM for Life is a self.directed, pedometer-measured walking and physical activity Blue Cross and Blue Ohio program designed for non-Medicare populations that allows participants to take Shield of Florida Anthem Blue Cross Health First and Blue Shield control of their health by providing the tools, communications and motivation Humana Humana necessary to achieve and maintain a healthier lifestyle. Georgia Oklahoma WalkSport™ is an innovative mall walking program that offers individuals of all Blue Cross and Blue Humana Shield of Georgia PacifiCare/Secure Horizons ages a safe and accessible place to exercise. Through a proprietary card swipe and Humana Oregon reward system, WalkSport helps improve the health of its participants by tracking, Idaho Kaiser Permanente measuring and increasing their walking activities. Humana of the Northwest Illinois Pennsylvania Our growth Humana Geisinger Health Plan Indiana Highmark Blue Cross Since 1996, when the SilverSneakers Fitness Program was first made available to Anthem Blue Cross Blue Shield more than 28,000 members of one Medicare+Choice (now Medicare Advantage) and Blue Shield Puerto Rico health plan, the program has experienced phenomenal growth and acceptance. Iowa Humana Humana South Carolina By 2000, the program had expanded into the Medicare Supplement arena and Kansas Humana was available to more than 475,000 members in ten health plans. Humana Tennessee Kentucky HealthSpring Today, more than 1.8 million Medicare beneficiaries in 35 states plus the District Humana H~mana of Columbia and Puerto Rico are eligible for SilverSneakers through our partnerships Louisiana Texas with 57 Medicare health plans and Medicare Supplement carriers. The program Humana HealthSpring is delivered through a network of over 1,200 contracted fitness centers Massachusetts Humana Fallon Community PacifiCare/Secure Horizons throughout the country. Health Plan of Texas Contacts Michigan Utah Humana Humana Gary Gorden Bob Gottschalk Minnesota Virginia Vice President, Sales Executive Vice President Humana Humana 800-295.4993, Ext. 193 800.295-4993, Ext. 214 Medica Health Plan Washington gary.gorden@hcdimensions.com bob;gottschalk@hcdimensions.com Mississippi Group Health Cooperative Humana Wisconsin Humana HealthCare Dimensions Incorporated. 9280 South Kyrene Road. Suite 134. Tempe. Arizona. 85284 . 1.800.295.4993 . www.hcdimensions.com ('\(\rnf'lr\'11 0 (\ Confidential SILVERSNEAKERS@PROVIDERAGREEMENT This SiIverSneakers@ Provider Agreement (the "Agreement") is entered into by and between HEAL mCARE DIMENSIONS INCORPORATED, an Arizona corporation ("HCD"), and , a Minnesota Fitness Center ("Fitness Center"). PREAMBLE WHEREAS, HCD has entered into agreements with health plans to provide fitness services, benefits, and programs to Medicare Members within an established network of fitness centers; WHEREAS, Fitness Center offers health and fitness programming and services; WHEREAS, HCD would like to include Fitness Center, and Fitness Center desires to be included, as a member ofthe network of fitness centers and an outlet for health plan-subsidized basic fitness memberships and services; all on the terms and conditions as hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual premises set forth above and the promises hereinafter appearing, and for other good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Definitions. Unless the context otherwise requires, the terms defmed in this Section 1 shall have the meanings specified for all purposes of this Agreement. a) "Account Manager" shall mean an HCD employee overseeing the Program contemplated by this Agreement. As the official liaison between HCD and Health Plan, and HCD and Fitness Center, this Account Manager will be responsible for implementation and management of the Program. b) "Agreement" shall mean this SilverSneakers@ Provider Agreement. c) "Confidential Information" shall mean any Health Plan membership information or HCD business expertise, manuals, guides, videos, contracts, trade secrets, and financial projections, including compensation to be made to Fitness Center pursuant to the terms of this Agreement. d) "Fitness Center" shall mean an HCD approved health club, community based fitness center, health facility, or independently owned fitness center, set forth in Exhibit A, which has entered into this Agreement with HCD to be part of its SiIverSneakers@ Network, on the terms and conditions set forth herein. Confidential e) "Health Plan" shall mean any Local Health Plan and any other health plan or subset thereof that is contracted with HCD to provide the Program to its members and whose members may therefore utilize Fitness Center in accordance with the terms of this Agreement. f) "Local Health Plan" shall mean Humana and Medica and any additional health plan, as designated by HCD from time to time, that has contracted with HCD to provide the Program to its members in a geographic area proximate to Fitness Center. g) "Member" shall mean a Health Plan Member eligible for the Program as determined by Health Plan's criteria. h) "Program" shall mean the HCD SilverSneakers@ Fitness Program, which includes SilverSneakers@ Exercise Classes and basic fitness membership services for Members provided through a network of fitness centers. The Program excludes all those programs and services offered by Fitness Center which carry additional charges beyond basic fitness membership services, such as racquetball, tennis, massage therapy, lessons related to recreational sports, tournaments, and similar fee-based activities. If Fitness Center already offers senior members (as defmed by Fitness Center) discounts on the above programs, services, and facilities which carry additional charges, Members shall also be entitled to such discounts. Also included in the Program are all facets presented in Section 2 of this Agreement. i) "Program Enrollee" shall mean a Member who has completed the Program Enrollment Process and is eligible to participate in the Program. j) "Program Enrollment Process" shall mean an organized series of introduction and information forms and processes, as amended by HCD from time to time, to be completed by Members on their fIrst visit to Fitness Center before they begin participating in the Program. k) "Program Participant" shall mean a Program Enrollee who, after completing the Program Enrollment Rrocess, has used the Program at a fitness center in the SilverSneakers@ Netwotk at least once in a given month. 1) "Program Visit" shall mean one distinct occasion, recorded and reported by Fitness Center in accordance with procedures specified in the Reference Guide, during which a Member enters Fitness Center to enroll in or use the Program. m) "Readiness Review" shall mean HCD's review of the Fitness Center conducted by the Account Manager prior to the Program Rollout Date to certify Fitness Center's preparedness to provide the Program. 2 MNFC.1B.1205.A Confidential n) "Reference Guide" shall mean the procedures and guidelines established by HCD for participation in the SilverSneakers@ Network by Fitness Center and under which the Program is administered. The Reference Guide, set forth as Exhibit C, may be amended, modified, or customized from time to time by HCD. 0) "Senior AdvisorsM" shall mean a designated employee(s) of Fitness Center who shall serve as a liaison to HCD and as a resource person for Members utilizing the SilverSneakers@ Network, and be knowledgeable concerning all services provided by Fitness Center to Members. p) "SilverSneakers@ Exercise Classes" shall refer to the HCD-owned and managed group exercise classes, the HCD-owned and registered trademark name "SilverSneakers" and the accompanying logo, and all HCD/SilverSneakers@ materials describing class formats and structure, q) "SilverSneakers@ Network" shall mean, collectively, all fitness centers that have entered into a SilverSneakers@ Provider Agreement with HCD. r) "Term" shall mean the initial term of the Agreement and each successive one (1) year period as provided in Section 4 of this Agreement. 2. Services to be Delivered by Fitness Center. In exchange for the compensation to be paid by HCD, Fitness Center shall perform the following services: a) Acceptance to and Participation in the SilverSneakers@ Network. In order to become and remain a participant in the SilverSneakers@ Network, Fitness Center shall throughout the Term of this Agreement comply with the Reference Guide, including all operations, protocols, policies, procedures, follow-up guidelines, and health and safety standards. HCD's execution of this Agreement shall serve as notice of Fitness Center's acceptance into the SilverSneakers@ Network. b) Member Program Rights. Following completion of the Program Enrollment Process, any Member shall be entitled, at no charge (excepting any applicable Member copayment specified by HCD), including those fees normally associated with initiation or monthly dues, to establish a basic fitness membership with unrestricted hours at Fitness Center, provided that such individual remains a Member and this Agreement remains in effect. As part of the Program and accompanying membership to Fitness Center, each Member will be entitled to full access to Fitness Center, and shall be admitted to free health clinics and seminars, fitness challenges and testing, social events and parties, and organized recreational sports that may be offered from time to time by Fitness Center. Fitness Center shall not impose any charges on Members for Program services covered under this Agreement. If a Member requests services after being informed by Health Plan or Fitness Center that the services are not covered under the Program, the Member shall be solely liable for payment. 3 MNFC.lB.1205.A Confidential c) Program Implementation Process. To prepare for Program commencement, Fitness Center agrees to participate in the following: I) an introductory session given by BCD for Fitness Center management and staff; 2) coordination of the installation by HCD ofa swipe card reader at Fitness Center, at HCD's expense, or demonstration of electronic reporting from current system; 3) HCD-scheduled and led training in- servIces for representatives from applicable Fitness Center departments; 4) submission of and compliance with HCD-defined health and safety standards; 5) HCD's Readiness Review, which shall be conducted for Fitness Center in order to determine Program participation preparedness; and 6) an initial Program Enrollment Process, which shall require representatives as needed from Fitness Center to enroll new Members at Fitness Center. d) Compliance with Health and Safety Standards. Fitness Center shall comply with all health and safety standards as outlined in the Reference Guide. Evidence of compliance with health and safety standards shall be provided at the time of HCD's Readiness Review. e) Program Enrollment Process. Fitness Center staff shall administer the Program Enrollment Process for all Members upon their fIrst visit to Fitness Center and prior to participation in the Program. The Program Enrollment Process will include at a minimum the following procedures in accordance with the Reference Guide: 1) the Member shall complete the SilverSneakers@ enrollment forms; 2) the Senior AdvisorsM shall clear the Member for exercise prior to actual participation in the Program; 3) the Member shall receive a SilverSneakers@ swipe card or facility membership swipe card, and a clearance sticker for their Health Plan membership card; 4) the Member shall receive a fitness demonstration for safe usage of exercise equipment and amenities, and an orientation to Fitness Center programs and offerings. HCD shall supply SilverSneakers@ swipe cards and master copies of enrollment forms to Fitness Center. Fitness Center shall bear the cost of preparing and supplying the enrollment forms, including the cost of Fitness Center membership cards if necessary, and will have enrollment forms available for interested Members during all business hours. Fitness Center shall also distribute replacement SilverSneakers@ swipe cards to Members as needed. f) SilverSneakers@ Classes. Fitness Center shall provide HCD's Level I group exercise .- class, SilverSneakers@ Muscular Strength and Range of Movement, a minimum of two days per week on non-consecutive days. All SiIverSneakers@ classes shall be offered during Members' primary hours of utilization. Fitness Center 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. Fitness Center and HCD agree to work cooperatively to add Level II classes for more advanced students as needed. g) SiIverSneakers@ Class Equipment. HCD shall ensure that Fitness Center has all required equipment for the classes available by the Program Rollout Date, including 4 MNFC.IB.1205.A Confidential chairs, elastic tubing with handles, hand-held weights and appropriate music, and shall provide such equipment to Fitness Center as necessary. Following the Program Rollout Date, Fitness Center 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. In the event this Agreement is cancelled for any reason prior to the completion of the initial Term of the Agreement, HCD shall have the option of retaining ownership of all equipment provided to Fitness Center by HCD. h) Instructor Training Workshop. HCD will hold an instructor training workshop to provide Fitness Center instructors with the necessary guidelines to teach the SilverSneakers@ class according to Program specifications. The training workshop, which will last approximately four (4) hours, will be led by an HCD representative and will include the HCD-designed Instructor Manual, class protocols, formats and choreography, and HCD accreditation as an official SilverSneakers@ instructor. Two (2) instructors from Fitness Center will be able to attend the workshop at no charge; additional instructors may attend the workshop for a nominal fee. i) Senior AdvisorsM Program. Fitness Center shall designate one or more staff members as the Senior AdvisorsM. The Senior Adviso~M shall be the designated resource person at Fitness Center and shall be available during those hours that most closely follow the Members' primary hours of utilization. HCD will schedule and provide mandatory training for Senior AdvisorssM as well as updated training sessions. j) Guest Pass Program. Health Plan may implement aguest pass program. Guests shall be required to complete a Guest Pass and Physical Activity Waiver prior to utilizing Fitness Center. Properly documented guest visits will be counted the same as Program Visits for purposes of calculating Fitness Center's compensation. k) Joint Marketing and Public Relations. Fitness Center agrees to allow HCD and Health Plan to use the information provided in Exhibit A in marketing and advertising materials and campaigns. All marketing and advertising materials, and materials intended for distribution to Members prepared by Fitness Center that refer to the Program, HCD, or Health Plan shall be approved by HCD prior to their distribution. Fitness Center agrees to make best efforts to coordinate all media communications through the HCD Public Relations Department, and immediately inform the HCD Public Relations Department of all media inquires regarding the Program, HCD, or Health Plan. 1) Limited Fitness Center Use of HCD Trademarks. Logos. and Copyrighted Materials. Fitness Center agrees that for the Term of this Agreement, all external marketing and advertising of the SilverSneakers@ name, logo, identity, format, and materials will first be approved in writing by HCD, and that at the conclusion of this Agreement, Fitness Center shall cease all advertising, marketing, and references to HCD's property, including the SilverSneakers@ name, logo, identity, format, and materials. At no time during the Term of this Agreement shall Fitness Center refer to HCD-createdprograms 5 MNFC.IB.1205.A Confidential and/or classes under any title or name other than SilverSneakers@ or other authorized, HCD-owned trademarks. Upon termination of this Agreement, HCD shall retain all rights to the SilverSneakers@ name, logo, identity, format, and materials, and Fitness Center shall have no further right to use the same. m) Customer Service. Fitness Center agrees that in the event any disagreement arises between Fitness Center, HCD and/or Health Plan on any matter whatsoever, HCD, Fitness Center, and/or Health Plan or any subset thereof shall work with the other party(ies) to reach a resolution ofthe disagreement, and no one shall involve Members in any matter concerning such a disagreement. n) Reporting Obligations of Fitness Center. By the fifth (5th) day of each month, Fitness Center shall report Program utilization for the previous month to HCD. Program utilization reporting shall consist of all a) SilverSneakers@ forms, including enrollment forms completed during the previous month, and b) visits for the month, which shall be reported by one of two options: SilverSneakers@ swipe card reader or electronic reporting. 1) Swipe Card Reader Option. Fitness Center agrees to allow HCD to install and maintain a swipe card reader, at HCD's expense, at a central location in Fitness Center, and provide a working electrical outlet and telephone line accessibility for the swipe card reader during the Term of the Agreement. Fitness Center agrees to direct Members to the swipe card reader immediately upon each visit to Fitness Center. Fitness Center shall immediately contact HCD in the event the swipe card reader becomes damaged or broken, or ceases functioning for any other reason, and allow reasonable access to HCD for service to the swipe card reader. In the event the \ ' swipe card reader is not functional, Fitness Center agrees to track and report visits as specified in the HCD Reference Guide. Upon termination or cancellation of this Agreement, Fitness Center shall return the swipe card reader to HCD. 2) Monthly Electronic Reporting Option. Members' daily visits and utilization shall be recorded in a manner similar to other dues paying members via Fitness Center's computer tracking system. At the end of each month, Fitness Center shall prepare a report summarizing activity and containing the required data elements and submit it electronically to HCD by the fifth (5th) day of the following month. The required file format and data elements are defined in the Reference Guide. 0) Fitness Center Meeting Space and Participation. Subject to the approval of Fitness Center, Health Plan shall be able to display Health Plan marketing brochures, banners, posters, et cetera within Fitness Center. Additionally, subject to the approval of Fitness Center, Health Plan may hold enrollment meetings, health fairs, health and wellness classes, and public relations activities within Fitness Center. All such functions are restricted to availability and must be scheduled with reasonable preparation time. Approval for such requests will notbe unreasonably withheld. All distribution of any 6 MNFC.IB.1205.A Confidential Health Plan materials, including brochures, banners, and posters, as well as any activity or event shall be coordinated directly with and approved by the HCD Account Manager. p) Ouality Assurance Program. As a provider of fitness services to Members, Fitness Center acknowledges the importance of quality management systems in providing quality customer service. Therefore, Fitness Center shall, with the support of HCD, cooperate in a quality assurance program to ensure quality customer service. Such cooperation shall include compliance with Fitness Center operations reviews and corrective procedures as defined in the Reference Guide. q) Member Retention Activities. Fitness Center agrees to offer and participate in activities designed to encourage the frequent and ongoing participation of Members enrolled in the Program. Such activities may be a part ofthe Fitness Center's existing member retention efforts, or may be based on HCD's member retention program. r) Research Studies. Fitness Center shall notify HCD of any and all research or clinical studies involving Members or the Program. Fitness Center shall not proceed with such studies without the prior written approval ofHCD. Fitness Center shall provide study findings and results to HCD prior to any publication or presentation of such findings or results. s) Fitness Center Staff Oualifications. All group exercise i~structors and fitness professionals who come in contact with Members shall be qualified for their respective positions, including CPR certification, a minimum of two (2) years teaching experience, certification from a nationally recognized fitness association, and/or a two (2) or four (4) year degree in exercise science or related field. HCD accepted certification organizations include, but are not limited to, HCD Certification for Older Adult Group Exercise Instructors, the American College of Sports Medicine (ACSM), American Council on Exercise (ACE), the Aerobics and Fitness Association (AF AA), the National Strength and Conditioning Association (NSCA), the Cooper Institute for Aerobics Research, YMCA, and NET A. SilverSneakers@ class instructors must have completed the HCD instructor training workshop prior to teaching SiIverSneakers@ classes. t) Program Training for Fitness Center Staff. Fitness Center staff, including front desk staff, group exercise instructors, fitness professionals, Senior AdvisorssM, and other Fitness Center employees who have regular contact with Members are required to attend HCD training in-services prior to commencement of the Program and as needed thereafter to account for staff turnover and to ensure proper service for Members. u) Membership Conversion. Fitness Center agrees that Members who are currently members of Fitness Center will be able to "freeze" those memberships for the duration of this Agreement so that they may attend Fitness Center under the subsidized Program. At the time this Agreement terminates, or if applicable 7 MNFC.lB.120S.A Confidential Members terminate their membership in Health Plan, those Members will then be responsible for the remaining terms of their individual memberships with Fitness Center. v) SilverSneakers@Network Reciprocity. For the Term of this Agreement, all Members utilizing the Program will be allowed, after completing the Program Enrollment Process and receiving a clearance sticker for their Health Plan membership card, to visit any and all SilverSneakers@ Network fitness centers. Members will enroll at the primary fitness center of their choice and visit any other fitness center upon showing their Health Plan membership card with a clearance sticker and recording their visit at the fitness center by use of the swipe card reader or other means as defined in the Reference Guide. All fitness centers, including the undersigned, will accept Members and be compensated in accordance with the terms of this Agreement. Reciprocity rights under this Agreement shall not include locations of Fitness Center or other affiliated facilities not specifically set forth in Exhibit A. w) Managing the SilverSneakers@ Experience. Fitness Center shall work cooperatively with HCD to implement strategies to manage the SilverSneakers@ experience within the Fitness Center. HCD 'Yill provide tools that support seniors, many of them experiencing a fitness center environment for the first time, at no cost to Fitness Center. Experience management initiatives include SilverSneakers@ banners for the entry/front desk area, the group exercise room and the general workout area, branded T-shirts to be worn by class instructors, name tags to be worn by Senior Advisors, posters, bulletin board materials and other materials. Managing the SilverSneakers experience is crucial to the success of the Program. 3. Compensation. Fitness Center shall be compensated by HCD for services offered to Members during the Term of this Agreement as follows: a) Membership Compensation. As payment for Program services, HCD shall pay Fitness Center according to the schedule set forth in Exhibit B for services provided on or after the Program Rollout Date. Compensation paid by HCD is inclusive of any and all taxes which Fitness Center may be required to pay to any governmental authority . b) Financial Transaction. HCD will make payment to Fitness Center via check or other payment procedure as may be mutually agreed upon by Fitness Center and HCD. c) Hold Harmless. Fitness Center agrees that it shall look to HCD for payment for Program services provided to Members under this Agreement. Fitness Center agrees that in no event shall Fitness Center bill, charge, or collect payment from a Member for services provided pursuant to this Agreement. In the. event a Member provides payment to Fitness Center for services provided pursuant to this Agreement, HCD 8 MNFC.lB.l205.A Confidential retains the right to deduct an equivalent amount from the compensation payable to Fitness Center for the purpose of Member reimbursement. 4. Term. a) Initial Term. This Agreement will commence on December 1, 2005, and shall continue in full force and effect until December 31, 2006, subject to cancellation as provided in Section 5 below. b) Program Rollout Date. The Program Rollout Date shall be a date following the commencement of this Agreement, communicated to Fitness Center by HCD. Notwithstanding any other provision of this Agreement, Fitness Center shall not permit Members to use the Program prior to the Program Rollout Date. c) Renewal of Agreement. This Agreement shall be automatically renewed for successive one year terms after the initial Term unless either party gives notice of termination at least ninety (90) days prior to the expiration of the initial Term or the current renewal Term ofthe Agreement or unless the Agreement is canceled pursuant to Section 5 below. 5. Cancellation. a) Change in Terms: Poor Usage. HCD retains, upon thirty (30) days written notice, the right to terminate this Agreement for any location of Fitness Center in Exhibit A on the basis of poor usage of Fitness Center by Members or upon termination or change in terms of a Local Health Plan's contract with HCD. In the event HCD removes Fitness Center from the SilverSneakers@ Network, Fitness Center shall be compensated per this Agreement for services rendered up to and including the date of cancellation. b) Bankruptcy. Notwithstanding any provision in this Agreement, if at any time there shall be filed by or against a party to this Agreement, in any court, tribunal, administrative agency, or any other forum having jurisdiction, pursuant to any applicable law, either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver, trustee, or conservator of all or a portion of the party's property, or if a party makes an assignment for the benefit of creditors, and if this action is not dismissed after ninety (90) calendar days, this Agreement may be immediately canceled and terminated by the other party. c) Material Breach. Either party may terminate this Agreement by providing the other party with a minimum of thirty (30) days prior written notice in the event the other party commits a material breach of any provision of this Agreement. The notice must specifY the nature of said material breach. The breaching party shall have thirty (30) days from receipt of the notice to correct the material breach. In the event the breaching party fails to cure the. material breach within the thirty (30) day period, this Agreement shall automatically terminate upon completion of the thirty (30) days notice period, notwithstanding any other provision in this Agreement. 9 MNFC.lB.l205.A Confidential d) Unresolved Corrective Action. If the four (4) step corrective action process, as defined in the Reference Guide, has been exhausted, and an issue(s) remains unresolved, HCD reserves the right to cancel this Agreement upon thirty (30) days written notice to Fitness Center. e) Early Termination. Notwithstanding any other provision of this Agreement, HCD may terminate this Agreement at any time upon notice to Fitness Center due to 1) failure of Fitness Center to maintain necessary insurance coverage as required by this Agreement; 2) apparently permanent closure of Fitness Center during normally scheduled operating hours resulting in denial of Program services to Members without advance notice to HCD; or 3) HCD's determination that the health or safety of Members may be in jeopardy if this Agreement is not terminated. f) Default. In the event that Fitness Center defaults under this Agreement or the Agreement is terminated pursuant to Section 5(c) or Section 5(e), HCD may, at its sole discretion and without limiting other remedies' available to HCD at law or in equity, withhold payment of any amounts otherwise due and payable to Fitness Center under this Agreement. 6. Exclusivity. Fitness Center agrees to an exclusive relationship with HCD during the Term of this Agreement for all fully subsidized Medicare memberships, programs, products, and services, and Fitness Center will not contract with any health plan, insurance plan, or third party benefits administrator to provide services that may compete in any way with the services being offered by HCD. For the purposes of this Exclusivity provision, "fully subsidized" shall mean that the member does not provide any direct payment to Fitness Center. 7. Confidentiality . All Confidential Information between HCD and Fitness Center, including the provisions of this Agreement, are shared in strictest confidence. During the Term and at all times thereafter, Fitness Center shall not divulge, furnish or make accessible to anyone or use in any way (other than use in the ordinary course of providing services under this Agreement) any Confidential Information. Upon completion of this Agreement or in the event of its termination, Fitness Center shall return to HCD all of HCD's materials used in the provision of the Program, including the Reference Guide and Member files. 8. Agreement Not to Compete. Fitness Center agrees that during the Term and for a period of one (1) year after the completion or termination of this Agreement, Fitness Center shall not contract directly with Local Health Plan (as defined) to provide fully subsidized Medicare memberships, programs, products, or services that may compete in any way with the services being offered by HCD. 10 MNFC.IB.1205.A Confidential 9. Member Contact. Fitness Center agrees not to directly contact Members during the Term of this Agreement in regard to business related matters. pertaining to the Program, such as, but not limited to, switching health care plans, disenrolling, enrolling with other health care plans or similar entities, or contracting directly with Fitness Center instead of HCD and Health Plan. 10. Enforceability. Fitness Center acknowledges and agrees as follows: a) The amount of payment by HCD pursuant to the Agreement shall not define, limit, or evidence the amount of damages, if any, to which HCD may be entitled as a result of the breach by Fitness Center of any of the provisions of this Agreement; and b) Should any provision herein be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable in any respect, in whole or in part, the offending provisions shall not affect the enforceability of the remaining provisions of this Agreement. 11. Fitness Center Waiver of Claims: Insurance: Indemnity. Unless caused by HCD's or Health Plan's negligence or intentional wrongdoing, Fitness Center hereby waives and releases all claims against HCD and Health Plan, and/or any of their respective officers, directors, shareholders, employees, or representatives, in respect of a Member participating in the SilverSneakers@ Network, and HCD and Health Plan shall not be liable for injury to person or damage to property sustained by Health Plan's Members as a result of participation in Fitness Center or any activities which may be undertaken in or sponsored by Fitness Center, including but not limited to any accident, or from any occurrence, act, or from negligence or omission on the part of Fitness Center or any employee or agent thereof Fitness Center shall indemnify, defend, and hold harmless HCD and Health. Plan 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 Fitness Center's performance under this Agreement or participation of any Members in any activities undertaken in connection with or relating to this Agreement, except to the extent caused by HCD's or Health Plan's negligence or intentional wrongdoing. Fitness Center shall obtain and maintain in force general liability insurance coverage in an amount of at least $1,000,000 per occurrence, and shall cause HCD to be named as an additional insured thereunder, and shall cause such insurance to provide that the carrier will provide HCD written notice of expiration, termination, or cancellation at least thirty (30) days prior to any expiration, termination, or cancellation of such policy. As proof of the aforementioned, Fitness Center shall provide from time to time to HCD a certificate of insurance within ten (10) days of request by HCD. Both parties agree that to the extent permitted by law, HCD and Fitness Center shall cooperate with one another in the defense of any claim arising from alleged tortious acts of 11 MNFC.lB.1205.A Confidential their respective officers, shareholders, employees, or agents and to give one another written notice of any claims covered by this paragraph. 12. Notices. Unless expressly provided otherwise, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when sent by 1) facsimile transmission using equipment that provides automatic verification of transmission; 2) hand delivery, including by a recognized courier service; or 3) registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: Ifto HCD: If to Fitness Center: Mary K. Swanson, President/CEO HealthCare Dimensions Incorporated 9280 South Kyrene Road, Suite 134 Tempe, Arizona 85284 Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 12 for the giving of notice. 13. Medicare Compliance. In recognition that Health Plan and its subcontractors are obligated to comply with all applicable federal governmental regulations regarding services to Medicare members, HCD and Fitness Center mutually agree to comply with the following. a) Compliance with Federal and State Laws. For the Term of this Agreement, HCD and Fitness Center shall comply with all federal Centers for Medicare and Medicaid Services (CMS) Rules and Regulations regarding services provided to Medicare Members. HCD and Fitness Center agree to comply with all laws applicable to individuals and entities receiving federal funds and all other applicable federal and state laws, regulations and governmental issuances. b) Government Right to Inspect. HCD and Fitness Center shall give the U.S. Department of Health and Human Services (RRS) and U.S. General Accounting Office (GAO), and their authorized designees, the right to audit, evaluate and inspect all records relating to services furnished to Health Plan Members during the term of this Agreement. Upon termination of the Agreement, all records relating to the Program shall be forwarded immediately to HCD by Fitness Center and shall become the sole property ofHCD. '- 12 MNFC.IB.l205.A Confidential c) Privacy/Confidentiality. HCD and Fitness Center agree to safeguard the privacy of any information that identifies a particular Health Plan Member in accordance with federal and state laws and Health Plan policy and to maintain Health Plan Members' records in an accurate and timely manner. d) Non-Discrimination. HCD and Fitness Center agree to render the services contemplated herein without regard to race, age, sex, religion, creed, color, national origin, health factors, such as medical condition (including mental as well as physical illness), claims experience, receipt of health care, medical history, genetic information, evidence of insurability (including conditions arising out of acts of domestic violence), and disability or ancestry of any Member. During the Term of this Agreement, HCD and Fitness Center shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, sexual orientation, marital status, age, or sex. HCD and Fitness Centershall comply with the provisions of all applicable local, state, and federal equal employment opportunity, fair employment, and affirmative action laws and regulations. e) Exclusion of Certain Persons. HCD and Fitness Center shall not employ any individual who is known to be excluded from participation in Medicare under Section 1128 or 1128A of the Social Security Act. f) External Review. HCD and Fitness Center agree to cooperate with all independent quality review and improvement organization activities required by CMS and/or Health Plan pertaining to the provision of services to Health Plan Members. g) Professionally-Recognized Standards. HCD and Fitness Center shall provide the Program to Health Plan Members in a manner consistent with quality assurance standards, the Reference Guide, and professionally-recognized standards of fitness and wellness programs. h) Compliance with Health Plan Policies, Procedures and Programs. HCD and Fitness Center agree to comply with all applicable Health Plan policies, procedures and quality assurance programs pertaining to the Program implemented by and reasonably required by Health Plan. HCD and Fitness Center agree to comply with all applicable terms of the contract agreement between HCD and Health Plan for the provision of the Program at Fitness Center. 14. Miscellaneous. a) Severability. Should anyone or more of the provisions of this Agreement or of any agreement entered into pursuant to this Agreement be determined to be illegal or unenforceable, all. other provisions of this Agreement and of each other agreement entered into pursuant to this Agreement shall be given effect separately from the 13 MNFC.lB.1205.A Confidential provision or provisions determined to be illegal or unenforceable and shall not be affected thereby. b) Choice of Law: Venue. This Agreement shall be governed by and construed in accordance with the intemallaws of the State of Arizona without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application ofthe laws of any jurisdiction other than the State of Arizona. The parties agree that the proper venue for any proceeding at law or in equity shall be Maricopa County, Arizona, and the parties waive any right to object to such venue. c) Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. d) Integration. This Agreement, together with any Exhibits and Schedules hereto, represents the entire understanding and agreement among the parties with respect to the subject matter hereof and shall supersede any prior writings, understandings, or agreements among the parties with respect to the subject matter hereof. - e) Sale of Business/Transfer of Assets. If Fitness Center desires to sell or transfer its business to another entity, Fitness Center shall so advise HCD in writing at least ninety (90) days prior to the sale or transfer date. Fitness Center warrants and covenants this Agreement will be part of the sale or transfer, and will be assumed by the new entity and that the new entity will honor and be fully bound by the terms and conditions of the Agreement. Notwithstanding the above, ifHCD, in its sole discretion, is of the opinion the Agreement cannot be satisfactorily performed by the assuming entity or does not wish to continue the Agreement with that entity for whatever reason, HCD may terminate this Agreement by giving Fitness Center thirty (30) days written notice. t) Authority to Sign. The individual signing below on behalf of Fitness Center represents and warranties that he/she has all requisite corporate power and authority to enter into this Agreement on behalf of Fitness Center. 14 MNFC.IB.1205.A Confidential IN WITNESS WHEREOF, the parties have agreed as set forth above. HEALTHCARE DIMENSIONS INC. an Arizona corporation Name of Fitness Center Signature Signature Mary K. Swanson Printed Name President/Chief Executive Officer Title Date Date 15 MNFC.IB.1205.A Confidential EXIllBIT A FITNESS CENTER INFORMATION THE INFORMATION IN THE BOX BELOW IS INTENDED FOR DISTRIBUTION TO HEALTH PLAN MEMBERS. PLEASE MAKE SURE IT IS ACCURATE. Center Name: Center Physical Address: Center Phone Number: ( ) Center Web Site Address: The following checked amenities are included as part of Fitness Center basic membership and will be provided to SilverSneakers Members at no additional cost: D Cardio/Strength Equipment D Hot Tub/Whirlpool D Aerobics Area D Year-Round Swimming Pool D Steam and/or Sauna D Seasonal Swimming Pool (not available throughout the year) Center Fax: ( ) D Direct Fax D Need to call first Center Email: Who is resoonsible for dailv Fitness Center ooerations (i.e., owner, fleneral manafler): Contact Person: Contact Title: Contact Phone: ( ) Contact Fax: ( ) Contact Email: 16 MNFC.lB.1205.A Confidential EXlDBIT A (continued) Mailin Mailing Address: i not the same as on Payment Name: Payment Address: Attention: . Please indicate which method you choose to report your monthly Program utilization data: LJ SilverSneakers Swipe Card Reader LJ Fitness Center's Computer (Providing HCD with an Excel or tab delimited text file each month with the following information for each SilverSneakers visit: Member's ill number, member's first name, member's last name, date of visit, time of visit.) TAXPAYER CERTIFICATION Employer identification number OR Social. Security number Business Name: (If not the same as on previous page) LJ Individual/sole proprietor LJ Partnership CI Corporation CI Exempt from backup withholding CI Other By signing this Agreement, I certify that all information provided above is true and correct to the best of my knowledge. 17 MNFC.lB.1205.A Confidential EXlDBIT B COMPENSATION SCHEDULE 1. Program Utilization. HCD shall compensate Fitness Center $3.00 per Program Visit, up to a maximum of $ 30.00 per Program Participant per month. Program Visits will be documented and reported by Fitness Center as specified in the HCD Reference Guide. 2. Minimum Payment Guarantee. With the exception of the month in which Program Rollout occurs, Fitness Center is guaranteed a minimum monthly payment of $250 per location of Fitness Center identified in Exhibit A, regardless of the number of Program Visits to Fitness Center. For the month in which Program Rollout occurs, the Minimum Payment Guarantee will be pro-rated based on the number of days remaining in the month beginning with the Program Rollout Date. 3. SilverSneakers@ Support Fund. A total of $500 per location of Fitness Center identified in Exhibit A shall be made available to Fitness Center during the Term of the Agreement in the form ofthe SilverSneakers Support Fund. The SilverSneakers Support Fund shall be used to directly promote and/or support the Program. Qualifying expenses must be incurred during the Term of the Agreement, and include, but are not limited to, replacement equipment for the SilverSneakers class, promotional events targeted to increase participation in the Program, and facility upgrades directly related to the Program. Fitness Center shall obtain prior approval from the HCD Account Manager for the event, activity, or cause to which the monies are to be applied. HCD shall then reimburse Fitness Center for the approved incurred expenses. 4. Payment Schedule. Payment for Program Utilization shall be either mailed or processed for direct deposit by HCD by the last day of the month following the month in which Program Visits occurred ("following month"), provided HCD receives Fitness Center's monthly utilization data by the fifth (5th) day of the following month. In the event Fitn,ess Center's utilization data is received after the fifth (5th) day of the following month but before the last day of the following month, payment for Program utilization shall be made by HCD within 30 days of receipt of the utilization data. In the event the utilization data is not received by the last day of the following month, HCD will be unable to report the utilization to the sponsoring Health Planes), and therefore shall not provide payment to Fitness Center for that month. 18 MNFC.IB.1205.A Confidential EXIllBIT C REFERENCE GUIDE 19 MNFC.IB.1205.A