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Home My WebLink AboutHR17-085 - Amendment - Weight Watchers North America, Inc. - Healthy Solutions Agreement - 01/01/2018 W MINE��%// // D�l/ Records ,j ' ` erne- � ' SENT Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. Vendor Name: Weight Watchers Vendor Number: ID Edwards Number Contract Number: tiy-ll _ 0�0 -oo This is assigned by City Clerk's Office Project Name: Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment M Contract ❑ Other: Contract Effective Date: 1/1/18 Termination Date: 12/31/2018 Contract Renewal Notice (Days): 60 days Number of days required notice for termination or renewal or amendment Contract Manager: Laura Horea Department: HR Contract Amount: $12,335.03 Approval Authority: ® Director ❑ Mayor ❑ City Council Meeting Date Detail: (i.e. address, location, parcel number, tax id, etc.): Effective as of January 1, 2018 City of Kent 220 4th Ave S Kent WA 98032 Dear Laura, Reference is made to the Health Solutions Agreement between City of Kent("Customer') and Weight Watchers North America, Inc, ("W WNA") effective as of January 1,2017 (the "Agreement"). The parties to the Agreement wish to amend the Agreement as follows. All other terms and conditions of the Agreement shall remain in full force and effect. Section 11, Term and Termination is amended to extend the term of the Agreement through January 1, 2019. Please acknowledge your receipt of this Amendment and your acceptance of these terms by signing below and returning a copy to W WNA at 675 Avenue of the Americas,6`h Floor, New York,NY 10010, Attn: Amy Seese Sincerely, Weight Watchers North America, Inc. By: Anc¢/e _............._ _...._ Date: December 19, 2017 ... ........ ACKNOWLEDGED AND AGREED: Cttyof "ent f3 Date . ,.,... a` / 1 _4h. a VVr,vas MEETING SERIES AGREEMENT Date:January I,2017 City of Kent 220 4th Ave S Kent WA 99032 Attention. Becky Fowkr Think you far selecting Weight Watchers North America Inc.("`Weigh!.Watcher")as your weight management provider. We look forward to our continued parttterslhip on getting your worltfon:e,on due path of healthy life style. Weight Watchers and City of Kent agree to the following: I- Weight Watchers will provide a sinister At Work Meetings to Customer's employees("Employees")on the terms and Conditions below at an agread-upon location wde n Ctuxfcmer"s faedity. a. Pricing: 12 weeks,SI56 per person; 17 wedwrSlt6 per person. Offerings uhclude free online companion (eTools)voucher, b. A mhtimum of twenty(20)Employees us required to begin an At Work meeting for the 17 week otter. Each renewal series must meet minknuns of 20 entolfinems to continue with suhsequeal series. A minhnum 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 emolknente to continue with subsequent series. c. Customer and Weight Wmchas will mutually agree on a schedule for meetings,information sessions or other ■green-open events. d. Customer will provide a suhabte meeting space location bused upon the number of Employees who express imams Each Customer facility will provide a lacked stone area for the Weight Watchers l.cader to store Wright Watchers Materials. e. Customer will provide reasonable notice (Jweferahty 48 hours)of any cancellation or room changes to its Employees arhd to tie Weight Watches Leader, f. Except as provided below,At Work meetings are a prepaid, nonrefundable offering. Refunds are only given: 1)for medical roasona(with doctor's 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 fncility mom than 50 miles away that does not have a current At Work meeting. g Each party shall at all limes during the term of this Agreement maintain Commercial General viability Insurance with available limits of not leas tam two million dollars($2,000,000)per occurrence.fun bodily lydtuY and ICY damage combined. Each party shall mama the other said its respective subsidiaries as "addhicatal tnaw ed"umker this oovenW, Uptm mquear,ouch party stab famish to tta otter party rt stmalard fan CaPificata of laahaamce avtckeeing the alive coverages mad ruuntng ton otwK as an addrtomal instrrorl h. Weight Watchers shah defend,Imlamnity,mad hold the Customer,its otliurs,officials,employees,agents and volunteers Itarmlasa from and oilY old claims igjuhias darrtagea, Iowa or cults, including all legal ." m6i H'vdi'' N r1L VFill FII'0. hr 6 i7F!\rime'nllar nrlW Y 11C;t'Non 'urh_ti7 IUnlu ('I It 817-1'_IIU s,n....,Ww. «.a, . ...,, ........,�.......,.... Scanned by Cam can e P costs and attorney fees, to the extent caused by the negligent acts or omisaioms of Weight Watchers, except for that portion of the injuries and damages caused by the Customers negligence. i. Ilia 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 the specific terms and conditions set forth in the Schedules attached hereto. This Agreement may be renewed on a year-to-year basis or otherwise extended only by the written consent of bath parties. j. Neither party shall use directly or indirectly, for i1a own use or benefit the Canfdemisl Information of the other parry or disclose such Confidential Information to any third party except as required by law. Confidential Information means all most-public confidential and/or proprietary information, in any fors, conceived or made pursuant to this Agreement or delivorad by a disclosing"or its affiliates to a receiving Party,its officers,directors,agents,and employees. The receiving party,is wider no obligation with respect to Information which(i)at the time of disclosure is available to the general public,(ii)becomes at a later date available to the general public through no fink of the Receiving Party but only after the i nformdon becomes available to the general public, (iii) Receiving Party can demonstraw was in its possession before tempt from Disclosing Party, (iv) Receiving Party can demorutrete was independently developed, or (v) is disclosed to Receiving Party without reSUictiar on disclosure by a third party who has the lawful right to such information. In the event that either party or anyone to whom eidmar Party hansaitc the Confidential Information pursuant to this Ap"ruertt receives notification of a legal requirement to disclose of becomes legally compelled to disclose any of the Confidential information, whether by deposition, interrogatory, request for documents, subpoena,tar other suniler legal,administrative,or other process,the Receiving Party agrees to notify,to the extent reasonably possible,tlw Disclosing Party of its compliance with such a request k. Neidwt parry shell use any intellectual property, including without limitation any pmgrsmn service, girls, trade term, color combination, htsignla, or device (dw "Intellectual hvpgrv% without prior written approval by the other party in that party's sole discretion. lUoapl as may be outlined in a schedule attached to this Agreement.00 rift,property,license,pmmitsian,or interest of any kind in or to the use of any Intellectual Property,owred or used by either patty or its a8iliatos is intended to be given,trarook red to, or acquired by the other party by the execution or performance ofthis Agrcrtwnt or any pox dtereof. 1. Both parties will work togrtmlwr in good faith and expeditiously to promote Offerings for Customer's Employees. WWNA will provide materisls that can be used as imamal communications.Any deviation from the WWNA-provided rnaretials cannot be made without die expeas written consent of WWNA. 'M3 panWVh does not apply to materials CUOOMer fins created for its own progmm.c, provided that such malarlds do mare contain any reference to WWNA's program, WWNA, or WWNA's or its affiliates, trade marks, m. This Agreement shall be govemed by and construed in accordance with the laws of the State of Washington. n. Ills Agreement may be amended or modified only by a written agreement signed by both pities. 7his Agreemenl represents the entire undcrata riding of the agreement between Cust rmar and WWNA and supersedes ail 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. lA�I�hl 11 ilJicr� A nh \iiicriai. Inc 6�5 1,umc A the 4alrri�a,, Ne+, Yt16, N) Inrlltt • (212)817-4211U Scanned by CamSc n e w� Weight Watchers North America,Inc ofKem A Y` Print N V , fY '�'p'y�pp J(..".` yy ` f.( .. ��f�._ Print Nmna:.'- =-1!T.�. -m— ts!Y" ._ _ - Title( � � Title uI d '1/ h f�KS V V I CQ] Date�`^..�-. ,. '�... 'l j ........ Date. O'm 'ITV - - Scanned by CamScanner