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Home My WebLink AboutHR17-085 - Original - Weight Watchers North America, Inc. - Healthy Solutions Agreement - 02/08/2017 r .. Document gern'� R- c-�,,: cords WnsHpraorori ti�.t„ ,,, -� , ,.,:_ 4 �RM - -' . Th[is is to Do completed bV tgie Contra cut Manager Ipr orr to ubmis rion to City Clerks ffice. <,QII portions arr to sae, completed. XT you have questions, please contact (City ClerAk"s office. Vendor Humber-. JD Edwards Number This is assigned by City Clerk's Office Project Name. DescripVon.- El Interlocal Agreement [I Change Order El Amendment 1l Contract ( Other: d VI' Can :rc [ uiicioer ro DA 1` CGOIN-act Renewal [ otice (Days). 1umler of days recl�rdrecl notice for termination or renewal or amendment Contlracfj Manager., . FUWI-(r eparrtr°r`en � H C ry"rvact Amount,. t V I' 5 Approval Authority., 0Department Director LIMayor E]City Council 11)etalh (Le. address, [Iocaak ion, parcel num b rr, t= W, etc.)-. adccWI0877_s_14 c wens�r,.�6711q, MEETING SERIES AGREEMENT Date:January 1,2017 City of Kent 220 4th Ave S Kent WA 98032 Attention: Becky Fowler Thank you far selecting Weight Watchers North America,Inc.("Weight Watchers")as your weight management provider. We look forward to our continued partnership on getting your workforce on the path of a healthy life style. Weight Watchers and City of Kent agree to the following: 1. Weight Watchers will provide a series of At Work Meetings to Customer's employees("Employees")on the terms and conditions below at an agreed-upon location within Customer's facility. a. Pricing: 12 weeks/S156 per person; 17 week&/S186 per person. Offerings include free online companion (eTools)voucher. b. A minimum of twenty(20)Employees is required to begin an At Work meeting for the 17 week offer. Each renewal series must meet minimum of 20 enrollments to continue with subsequent series. A minimum of fifteen(15)Users is required to begin an At Work meeting for the 12 week offer. Each renewal series must meet minimum of 15 enrollments to continue with subsequent series. c. Customer and Weight Watchers will mutually agree on a schedule for meetings,information sessions or other agreed-upon events. d. Claim er will provide a suitable meeting space location based upon the number of Employees who express inter+m Each Customer facility will provide a locked storage area for the Weight Watchers Leader to store Weight Watchers materials. e. Customer will provide reasonable notice(preferably 48 hours)of any cancellation or room changes to its Employees and to the Weight Watchers Leader. f. Except as provided below, At Work meetings are a prepaid, nonrefundable offering. Refunds are only given: 1) for medical reasons(with doctoes note),2)if the member reaches Lifetime Membership,3)if the member becomes pregnant, or 4) if the member leaves the company or is transferred to another facility more than 50 miles away that does not have a current At Work meeting. g. Each party shall at all times during the term of this Agreement maintain Commercial General Liability Insurance with available limits of not less than two million dollars($2,000,000)per occurrence, for bodily injury and Property damage combined. Each party shall name the other and ds respective subsidiaries as "additional insured"under this coverage. Upon request,each party shall fimush to the other party a standard form Certificate of Insurance evidencing the above coverages and naming the other as an additional insured h. Weight Watchers shall defend,indemnify and hold the Customer,its officers,officials,employees,agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal %kcight Watcher%North .America. Inc 675 ,Awnuc o the Americas No% York. NY IWOO • 1212I 817-4200 Scanned by CamScanner costs and attomey fees, to the extent caused by the negligent acts or omissions of Weight Watchers, except for that portion of the injuries and damages caused by the Customer's negligence. i. This Agreement shall begin as of the Effective Date and will remain in effect for a period of one(1)year. Either party may cancel this Agreement with sixty(60)days written notice,subject to tin:specific terms and conditions set forth in the Schedules attached bmto. This Agreement may be renewed on a year-to-year basis or otherwise extended only by the written consent of both parties. j. Neither party shall use directly or indirectly, for its own use or benefit the Confidential Information of the other party or disclose such Confidential Information to any third party except as required by law. Confidential Information means all non-public confidential and/or proprietary infarnation, in any form, conceived or made pursuant to this Agreement or delivered by a disclosing Party or its affiliates to a receiving Party,its officers,directors,agents,and employees. The receiving party is under no obligation with respect to information which(1)at the time of disclosure is available to the general public,(ii)becomes at a later date available to the general public through no fault of the Receiving Party but only after the mfonrmation becomes available to the general public, (iir) Receiving Party can demonstrate was in its possession before receipt from Disclosing Party,(iv) Receiving Party can demonstrate was fitly developed, or (v) is disclosed to Receiving Party without restriction on disclosure by a third patty wbo has the lawful right to such urfon=on. In the event that either party or anyone to whom either Party transmits the Confidential Information pursuant to this Agreement receives notification of a legal requirement to disclose or becomes legally compelled to disclose any of the Confidential information, whether by deposition, interrogatory, request for documents, subpoena,or other smilax legal,administrative,or other process,the Receiving Party agrees to notify,to the extent reasonably possible,the Disclosing Party of its compliance with such a request k. Neither party shall use any intellectual property, including without limitation any program, service, trademark, trade name, color combination, insignia, or device (the "Intellectual Property"), without prior written approval by the other party in that party's sole discretion. Except as may be outlined in a schedule attached to this Agreement,no right,property,license,permission,or interest of any kind in or to the use of any Irtellecdral Property owned or used by either party or its affiliates is intended to be given,Marred to, or acquired by tie other ply by the executioia or perf min nce of this Agreement or any part thereof. 1. Both parties will work together in good faith and expeditiously to promote Offerings for Customer's Employees. WWNA will provide materials that can be used as internal communications.Any deviation from the WWNA-provided materials cannot be Trade without the express written consent of WWNA. This paragraph does not apply to materials Customer has created for 0 own programs, provided that such materials do not contain any reference to WWNA's program, WWNA, or WWNA's or its affiliates' trademarks. m. This Agreement shall be governed by and construed in accordance with the taws of the State of Washington. a. This Agreement may be amended or modified only by a written agreement signed by both parties. This Agreement represents the entire understanding of the agreement between Customer and WWNA and supersedes all prior oral and written agreements between the parties. Each party and its employees, agents and representatives shall comply with all applicable federal, state and local laws, statutes and regulations. 11 r,clrt %k aidias \urth lntcrica. Inc 675 %enuc of the amcricas tic%% York. N1' It!(110 • (212)817-4200 Scanned by CamScanner tom. Weight Watchers North America,Inc. Ci f Kent Bye- B Print Name. J Print Name Title: t�mlTitl Date: 31 DOl Date: 1\ t11at i_r \ r!h %mcrt-i. Int /t'i 1\cnuc ,I1h lnnnc;n \ 1url�. \1 I(IUlrr (?121SI7-1'(NI Scanned by CamScanner