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HomeMy WebLinkAboutContract 57550 CSC No. 57550 WWNA HEALTH SOLUTIONS AGREEMENT Date: 6/1/2022 ("Effective Date") City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Attention: Ana Ayala Terrazas Thank you for selecting WW North America Holdings, LLC ("WWNA") as your weight management provider. We look forward to our continued partnership in getting your workforce on the path of a healthy lifestyle. WWNA and City of Fort Worth ("Customer") agree to the following: WWNA will provide the offerings described below to Customer's employees ("Employees") on the terms and conditions. 1. Offerings. WWNA shall offer the Health Solutions offerings listed below (the "Offerings") set forth in the Schedules attached hereto, pursuant to the terms and conditions set forth herein and in such Schedules. a. Digital subscription, pursuant to Schedule A. 2. Customer agrees to subsidize 100% of the cost of the Offerings. 3. Invoices will be paid within 30 days of receipt. 4. If this Agreement terminates while an Employee is participating in one of the Offerings, such Employees shall be entitled to the price negotiated pursuant to this Agreement until the end of the applicable billing period for such Employee. Thereafter, if the Employee does not wish to renew or continue his or her participation in a WWNA program using a Digital subscription, such individual is responsible for cancelling his or her Digital subscription. If the Employee does not cancel, he or she will be billed at the then current price in effect at that time for a Digital subscription. WWNA will be responsible for notifying Employees that this Agreement has been terminated and that if any Employee does not cancel his or her Digital subscription he or she will be billed at the then current price in effect at that time for a Digital subscription. 5. [INTENTIONALLY OMITTED] OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 6. [INTENTIONALLY OMITTED] 7. Neither party shall be liable to the other for any indirect, consequential, exemplary, special, incidental or punitive damages (including without limitation, lost business, revenue, profits, or goodwill) arising in connection with this agreement or the provision of services hereunder, under any theory of tort, contract, warranty, strict liability or negligence, even if the party has been advised, knew or should have known of the possibility of such damages. 8. This Agreement shall begin as of the Effective Date and will remain in effect for a period of two (2) years. Either party may cancel this Agreement with one hundred and twenty days (120) days written notice. This Agreement may be renewed on a year-to-year basis or otherwise extended only by the written agreement of the parties. 9. Subject to the Texas Public Information Act, 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. Confidential Information means all non-public confidential and/or proprietary information, 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 (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 fault of the Receiving Party but only after the information becomes available to the general public, (iii) Receiving Party can demonstrate was in its possession before receipt from Disclosing Party, (iv) Receiving Party can demonstrate was independently developed, or (v) is disclosed to Receiving Party without restriction on disclosure by a third party who has the lawful right to such information. 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 similar 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. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 10. Neither party shall use any intellectual property, including without limitation any program, service, trademark, trade name, color combination, insignia, or device of the other party (the "Intellectual Property"), without prior written approval by the other party in that party's sole discretion. No right, property, license, permission, or interest of any kind in or to the use of any Intellectual Property owned or used by either party or its affiliates is intended to be given, transferred to, or acquired by the other party by the execution or performance of this Agreement or any part thereof. 11. Both parties will work together in good faith and expeditiously to promote the workshops to Customer's Employees. WWNA will provide materials that can be used as internal communications. Any deviation from the WWNA-provided materials cannot be made without the express written consent of WWNA. This paragraph does not apply to materials Customer has created for its own programs, provided that such materials do not contain any reference to the WWNA program, WWNA, or WWNA's or its affiliates' trademarks. WWNA agrees to provide standard aggregate reporting to Customer. 12. 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. WW North America Holdings, LLC City of Fort Worth Regi��(Apr25,202210:26 CDT) Name: Reginald Zeno Nicole Y. Campagna Title: Assistant City Manager Director, Client Success & Engagement Date: Apr 25, 2022 April 11, 2022 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Schedule A Digital Membership Through this Offering, Employees will be able to sign up for the Digital subscription product at the prices below. Pursuant to Section 3, billing on this plan continues automatically until cancelled by the Employee. Offering Strategic Price Subsidy Pricing for Employees Digital subscription $ 16.96 per month 100% $0 Refunds to Employees and/or Customers shall be provided to Employees and/or Customers according to WWNA's Digital subscription refund policy in existence at the time of the request for a refund. WWNA's refund policy is contained on the weightwatchers.com website. ADDENDUM TO WW Health Solutions Agreement BETWEEN THE CITY OF FORT WORTH AND WW North America Holdings, LLC This Addendum to WW Health Solutions Agreement("Addendum")is entered into by and between WW North America Holdings, LLC ("Vendor") and the City of Fort Worth ("City"), collectively the"parties", for a purchase of licenses. The Contract documents shall include the following: 1. The WW Health Solutions Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached WW Health Solutions Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 3. Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach thirty (30) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4. Fiscal Funding u. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 5. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. 6. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. Addendum Page I of 4 7. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 8. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9).Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES TO THE EXTENT CAUSED BY VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 9. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. 10. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2)will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. 11. Right to Audit. Vendor agrees that City shall have the right to request any directly pertinent information of Vendor to document the accuracy of invoices and transactions relating to the Agreement. Vendor agrees to respond to such requests within 15 days with such information. (signature page follows) Addendum Page 2 of 4 Addendum Page 3 of 4 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: performance and reporting requirements. Name: Reginald Zeno Title: Assistant City Manager Date: Apr 25,2022 By: 7oah�e f t° �n Name: Joanne Hinton Approval Recommended: Title: Benefits Manager Approved as to Form and Legality: By: a !�wou on Name: Nathan Gregory Title: Deputy Director,Human Resources BY Name: Jeremy Anato-Mensah dp4��nn Attest: p00000, ��oFORraa� Title: Assistant City Attorney 00 d aE.o 09� Contract Authorization. �vo 0M&C: Tc+nnHte s_aoodau o , d By: ��enes�oodawM� .z zo,soon �� 00 T0-40 �C 0 Titlee. City Secretary VENDOR: aa�tl�EX�►S.oap VENDOR: WW North America Holdings, LLC By: Name: Nicole Y.C mpagna Title: Director,Client Success&Engagement Date: April 11,2022 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 4 of 4