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HomeMy WebLinkAboutHR16-449 - Original - FinFit Ops, LLC dba FinFit - Wellness Providers - 12/12/2016 - rfr s KENT � �� Document �W..NI..... f s 3:` ye xfA h t CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: — i i -` � Vendor Number: JD Edwards Number Contract Number: W1t# - CHI This is assigned by City Clerk's Office Project Name: L3 LL-Lt,. s,sY i1c,e F I%b L Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract ( Other: NJ,Z:r - _ \JF' .t tKjgr",_ Contract'Effective Date: k C, Termination Date: - pc Contract Renewal Notice (Days): N1 I A Number of days required notice for termination or renewal or amendment Contract Manager. "ZL epartment: -9--• Contract Amount: fief 6 i '-f ',,'T l Approval Authority: ❑ Department Director 1 Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 ADMINISTRATIVE SERVICES AGREEMENT This ADMINISTRATIVE SERVICES AGREEMENT (the'Agreament') Is made as of 20 day of September 2016(The "Effective Date) by and between FinFit Ops,LLC DSA FinFit ("FinFit") a Delaware limited liability company, and City of Kent(Employer),located at220OAve S,Kent,WA 98032 (each, a"Party; and together, the"Parties'). Capitalized terms used in this Agreement are defined in the context of their first use. References to any Section shall also refer to each of its enumerated subsections and subparagraphs. Recitals Section 1. Relationship of Parties&Assignment 1.1 The Parties' relationship to each other shall be that of Independent contractors. Nothing in this Agreement shell create any association, partnership, joint venture, or agency relationship between the '... Parties. Neither Party is an agent or broker of the other Patty. No Party shall have any authority whatsoever to make any representations or commitments to,or enter any agreements with;any third party on behalf of the other Party, or otherwise bind any other Party to this Agreement. 1.2 The Parties may not assign,transfer or delegate any or all of its rights or obligations under this Agreement,without the prior written consent of the other Party.No assignment shall relieve the assigning Party of any of its obligations hereunder.Any attempted assignment,transfer or other conveyance in violation or the foregoing shall he null and void.This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Section 2. Services Provided by.Emplover 2.1 Employer shall provide FinFit with information,Including but not limited to salary,length of employment,and employment status("Information') that FinFlt may request from time to time about prospective or current service users("Employees'),except to the extent Employer is prohibited from doing so by an Employee, or applicable Privacy Laws.Employer agrees to provide such Information to FtnFit on a Iimely basis;in a form and format mutually acceptable to FinFit and Employer. 2.2 Employer shelf, as of each Remittance Date, withhold and remit to FinFit the amount of each authorized payment to be made from each Employee's compensation, as authorized by Employee and as set forth In the Information that FinFit provides to Employer from time to time,except to the extent Employer Is prohibited from doing so by any Requirements of Lew applicable to Employer. Employer agrees, when it withholds and remits any payment to FlnFit, that it shell not violate any Requirements of Law applicable to Employer. 2.3 In the event of termination of this agreement,Employer agrees to continue to withhold the amount of each authorized payment,for Loans made prior to the Termination Date,from each Employee's compensation,as authorized by the Employee and set forth in the Information that FinFit provides to Employer. 2.4 Employer shah market the Services to all qualifying Employees In a mutually agreed upon manner which shall be at least as substantial as that with which Employer regularly markets benefits programs to Employees. Section 3. Services Provided by FinFit 3.1 FlnFithas developed a program under which FinFit may offer Financial Wellness services including personal financial health assessments,online budgeting and planning resources and Loans through Celtic Bank("Program'and"Services")to certain Employees as subject to the criteria referenced in Exhibit A-Key Terms&Conditions.FinFit shall use its best efforts to provide the Services In accordance with the terms of this Agreement and in a professional and diligent manner consistent with industry standards and good business practice. 3.2 FinFit agrees to comply with all laws,regulations,codes,and ordinances,whether federal,state or local. 3.3 FlnFlt shall have sole discretion over and responsibility for. (a)developing and modifying materials and procedures used to market and originate Loans;(b)evaluating and responding to Loan i Page 1 of 5 applications submitted by Borrowers; (c)making Loans to Borrowers and servicing or collecting Loans made to Borrowers;(d)the management,operation, content and features of the.Program;and (a)the terms,conditions,tees and charges associated with the Loans and the Loan Agreements. 3.4 During and after the term of Agreement, Employer understands and agrees that FmnFft shelf remain authorized to service and collect Loans directly from Borrowers and pursue and directly enforce a Loan Agreement with a Borrower,subject to the Loan Agreement and any applicable Requirements of Law. Section 4. Confidential Information 4A The term "Confidential Information' means: (a)any"nonpublic personal information"that identifies,'refers to,or relates to, an Employee or Borrower who is "consumer" or"customer" of FinFit, as those terms are defined by the federal Gramm Leach Bliley Act and other applicable Privacy Laws; and(b)any information a Party receives, directly or indirectly, in any form or medium (whether in writing, electronically, orally, or by inspection or viewing) from the other Party. 4.2 to regards to Confidential Information, the ReceMng Party shall,except as required pursuant public disclosure taws:(a)protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its awn Confidential Information,but in no event with less than a commercially reasonable degree of care;(b)not use the Disclosing Parlys Confidential Information,or permit it to be accessed or used,for any purpose other than to exercise its rights or perform Its obligations under this Agreement; and(c)not disclose any such Confidential Information to arty Person,except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party,or act on Its behalf,to exercise its rights or perform its obligations under this Agreement Section S. Term and Termination 5.1 This Agreement, after execution by authorized officers of both Parties, shall become effective as of the Effective Date first written above.This Agreement shalt remain in full force and effect until a Party gives the other Party a written notice of termination. 5.2 Either Party may, for any reason, terminate the Agreement as of a Termination Date specified in its written notice to the other Party, provided that any such Termination Date is thirty (30)or more calendar days after the date of any such termination notice. Section fi. limitation on Liability 8:1 In no event will a Party be liable for any claim asserted against the other Party by any,person or entity, except as expressly set forth in this Agreement. Section 7 Indemnification 7.1 Indemnification Obligation. FinFit shall defend,indemnify and hold the City,its officers,officials,employees, agents and volunteers harmless from any and all claims,inyy'uries,damages,losses or suits,including all legal costs and attorney fees,arising out of or in connection with the FOR's performance of this Agreement,except far that portion of the Injuries and damages caused by the City's negligence. Section a Miscellaneous. 8.1 Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement,the exclusive means of resolving that dispute, difference or claim, shall only be by Tiling suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree In writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit.including all appeals,in addition to any other recovery or award provided by law;provide ,however,nothing in this paragraph shall be construed to limit the City's right to Indemnification under Section 7 of this Agreement. 8.2 Amendment and Modification. No amendment or modification of this Agreement is effective unless it is Page 2 of 5 L in writing and signed by an authorized Representative of each Party. 8.3 Logofrrademark Use. FlnFit is granted limited permission to use the.City's logo or trademark and company name for the duration of this Agreement as expressed in Exhibit B attached hereto. BA Severabllity. It any term or provision of this Agreement is invalid,Illegal or unenforceable in any Jurisdiction, such invalidity,Illegality or unenforceability shall not affect any other tern or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 8.5 Counterparts. This Agreement may be executed In counterparts,each of which is deemed an original,but all of which are deemed to be one and the some agreement. 8.6 Survival. Sections 4,0,7,8,9 and 10 of this Agreement shall survive the expiration or termination of this Agreement Section 10.Definition of Claims:Class Action Waiver, 10.1 The term°Claim means: (a)Any pre-existing,present or future claim,dispute or controversy that arises from or in any way relates to this Agreement,the Program,the Loans offered,made,or denied by FinFit or Celtic Bank to Employees and Borrowers,and the benefits,rewards or other products or services that are offered in connection with this Agreement,the Program,and the Loans; (b)The acts or omissions of any Parly,if those acts or omissions affect or relate to this Agreement,the Program,the Loans,or any benefits,rewards or other related products or services, 10.2 The term"Claim"defined In Section 10.1 includes,but Is not limited to,.claims based on contract and tort (including Intentional torts),claims made in law or in equity, claims based on constitutional,statutory, regulatory and common law rights,and claims for damages,penalties and Injunctive,declaratory or equitable relief. IN WITNESS WHEREOF, the Parties have entered into this Agreement, effective as of the Effective Date set forth above in the first paragraph. FinFit Ops,LLC OBA FinFlt Employer Name: _City of Kent Stephanie Ipock Marty Fisher,H Director Si nature ignatu Designated Addresses for Notices to Parties Finfit Ops, LLC Employer Name: Cily of Kent Attn: Stephanie Ipock Attn: Madv Fisher,HR Director 272 Bendx Rd, Suite525 220eAveS Virginia Beach, VA 23452 Kent,WA 98032 Facsimile No: 80D-507.5624 Facsimile No:253-856-6270 Page 3 of 5 WENT AGREEMENT Exhibit "A"�Key Terns &Conditions The following guidelines will be used for the purpose of establishing credit availability for individual Employees of City of Kant. Underlined areas are customizable. If you have chosen to customize these areas, your updated Exhibit "A"—Key Terms & Conditions will be available for your review In your online administrative account on the date of activation.. 1 Advance Amount Limit: Employees may not request an advance of more than fifty percent j 50—%)of their GROSS MONTHLY EARNINGS. 2 Length of Employment Employees must be employed for at least 12MONTHS before they become eligible to request an advance. - 3 Employees must earn at least $ $24,960.00 per year in order to request an advance. FinFIt Ops,LLC DBA FinFit Employer Name: City of Kent Officer. 5 - nie(pock Marty Fisher, ector i �_ Use of Logo/Trademark Release Form Exhibit "6" I hereby grant to FinFit, Limited permission to use the following logo or trademark and company name(as listed below)in digital and print formats for promotional purposes for the duration of this Agreement only. This permission applies to current and future press and marketing endeavors. Company Name: City of Kent I certify tha v other individual qr parties hold interest In the logoltrademark described above and that I hold the right.to grant 'I thep€rnissio quested. Signaluto_ Title: HR.Director Date: I V i Y �._ er "a KIENT City of Kent Logo Permission DIRECTIONS: Find out the logo type and color that your vendor needs. (Jpeg, EPS, B&W or Color). Fill out the Red Information, Copy and paste the entire contents into an e-mail (except these Instructions). (pg, 1-2) Send a Cc: pbelle@KentWA,gov USE OF THE CITY LOGO ON ANY MATERIALS IS LIMITED TO THE PERMISSION BELOW AND THE LOGO RULES ATTACHED. BY USING OUR LOGO YOU AGREE TO THE TERMS AND CONDITIONS BELOW Thank you for being a City Partner and using our Logo for these purposes. AUTHORIZATION TO USE CITY OF KENT LOGO VENDOR: FinFit Op, LLC FlnFit Ops, LLC Delaware Umited Liability Company 272 Behdix Road,Suite 525 Virginia Beach,VA 23452 Attn:Jennifer Creech,SVp of Strategic Partnerships 0:888.928,7248 x339 C:757.708.2232 F:757.517.2758 HAS PERMISSION TO USE THE CITY LOGO FOR THE FOLLOWING PURPOSE FILL IN INFORMATION—Grant FinFiL I imtied permission to use the City's logo and company name in digital and print formats for promotional purposes for the City of Kent employees. ti they%%ant to use the lore for any uprer L15% they InWit ask Permission again. IF you are not absolutely po>itive Ni f the use fallow;these rules; comtacl me for permission. DATE LIMITATIONS (IF ANY) - FILL IN The date the project Is over and any other limitations. The Contract term Is September 28,2019. RESPONSIBLE CITY STAFF: Becky Fowler,HR Department,253-856-5290 VENDOR ACKNOWLEDGEMENT: I have read the logo rules and agree to abide by these rules, Please type your name and title and return via e-mail to: S"I nature, Ma y Fis er, HR r ctor Dat Stephanie ock, Officer Date On behalf of: Patti Belle Multimedia Department City of Kent 220 4th Avenue South Kent,WA 98032-58295 253-856-4648 ' City of Kent Logo Permission Wx•xlxcaal pbe e&e&Ken$NA:oov Logo Use Instructions The attached logo is the only logo for the City of Kent. This logo has been registered with the State of Washington and Is not to be used by outside organizations without written permission of Multimedia, Communication Manager or Chief Administrative Officer. If you have questions about the logo use contact Patti Belle,253-SS6-4648; pbelle@kentwa.gov. CITY STAFF RESPONSIBILITY The City Employee ordering the material, or using a consultant is responsible for making sure the vendor follows these rules. If there Is a question as to compliance, please contact Multimedia. Under no circumstances is city staff or vendor authorized to devlate from these rules without express written authorization by Multimedia, Communication Manager or the City Manager. GENERAL GUIDELINES • The logy may be used In any size, but usually not less than 3/4"tall • The logo may not be stretched or distorted or changed in any way; it may be sized proportionally up or down. (The"dot"must be round - rather than oval shaped) • The words nKent'and"Washington"are considered part of the Logo and may not be deleted or changed In any way. This includes the text font,size, positioning, etc. • The Logo quality must be smooth, and high resolution. Low resolution 'web" quality is not acceptable for print media. • The logo cannot be used where the usage Implies endorsement of an individual or company by the City of Kent or a partnership on a project where none exists. • The logo cannot be used for any purpose other than the purposed stated in the permission section of this document. • The logo cannot be used by a vendor attempting to sell the City services or products; as in a proposal to the City of Kent unless such proposal itself is a paid product for the City of City. COLOR GUIDELINES: • The logo may only be one of the following: one color, full color or B&W. • one color logos-The entire logo must be the same solid color. The preferred colors are black, or reversed to white. • B&W logos - Must be solid. DO NOT screen the color logo to get B&W. • If vendors do not use PMS colors, the color choices must be approved through the Multimedia Department. PROXIMITY GUIDELINES The logo may not be incorporated with a title, department name, program,etc., so as to appear that the title or name is part of the logo, including arching text over the logo, around the logo,etc. Any design incorporating the logo with text in close proximity must be approved through the Multimedia Department(for example a shirt with a program name near the logo).