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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9184572Services Agreement SS 2017 – Movecoach – Project Statement No. 2 Page 1 of 6 The Movecoach Services Agreement Project Statement No. 2 Fort Collins Moves 100,00 miles Commencement of Agreement: August 1st, 2018 Overview: Focus-N-Fly, Inc. dba Movecoach provides a digital activity platform for employees that assigns and adapts training plans to increase their physical activity. The program includes coaching support, feedback and analysis, and incentive rewards for active employees. Project Name/Description: City of Fort Collins Moves 100,000 Miles ● Create Movement Challenge for employees ● Present employee participation numbers and summarize progress ● Deliver rewards based on milestones to each qualifying employee ● Deliver custom iPhone and Android apps for City of Fort Collins. ● Provide participants a customized training experience ● Support employees with email response ● Offer program to all employees Description of Services & Promotion: Movecoach will provide 350 licenses for 5 months to City of Fort Collins employees for platform usage and support from August 1st, 2018 to December 31st, 2018. ● Exclusive stand-alone software instance for City of Fort Collins employees ● Service details – employees can: o Create a customized training schedule o Register for a team o Receive automated emails with assignments o Include activities such as running, walking, yoga, pilates, swim, core strength and cycling o Track progress via the online training log and custom mobile application o Recalculate schedule for improved fitness, missed training, change in goal, etc. o Access real coaches via Email ● Rewards – Movecoach will deliver rewards to City of Fort Collins employees on a quarterly basis as follows (Options available) o Level 1 – $5 Value o Level 2 – $10 Value o Level 3 – $15 Value ● Program data analysis o Provide summary of user participation (demographic information will be non- personal) ▪ Total participants ▪ Workouts logged ▪ Miles covered (run, walk, cycle, swim, stepped) DocuSign Envelope ID: 9053D32C-7274-4BF6-8606-DDF86FD6D05F Services Agreement SS 2017 – Movecoach – Project Statement No. 2 Page 2 of 6 ▪ Miles/participant ▪ Estimated caloric expenditure ▪ Milestones Achieved o Provide summary of satisfaction survey City of Fort Collins Marketing of Program: City of Fort Collins can market the program to employees and Movecoach will provide marketing material as needed as well as URL’s for flat screen displays and other visuals. Term: August 1st, 2018 through December 31st, 2018 Cost: $14,000 for 350 licenses (10% overage to 385 licenses) Payment Terms: Total due by August 1st, 2018 Option to Expand/Extend: City of Fort Collins can expand the program at any time to include more employees, teams and offices with concomitant payment terms. MISCELLANEOUS PROVISIONS. a. Arbitration. Any dispute arising under this Agreement shall be settled by arbitration and submitted to AAA, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. The exclusive venue for any dispute arising out of this Agreement shall be the County of Larimer, Colorado. b. Attorney fees. If either party seeks any legal action or seeks arbitration regarding any provision of this agreement, the prevailing party in the litigation or arbitration shall be entitled to recover reasonable attorney fees from the other party. This provision applies to the entire Agreement. c. Survival of Agreements. Subject to the express limitations contained in this Agreement, all covenants, agreements, representations and warranties made in this Agreement shall survive the execution, delivery and closing of this Agreement. d. Entire Agreement. This Agreement contains the entire and only agreement between Client and Consultant respecting the Service and it supersedes all prior agreements and understandings between Consultant and Client. e. Modification of Agreement. This Agreement may be amended or modified only by a writing signed by the parties. The Agreement cannot be amended or modified by an oral agreement. f. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, first class postage prepaid, return receipt requested. Notice shall be deemed given upon DocuSign Envelope ID: 9053D32C-7274-4BF6-8606-DDF86FD6D05F Services Agreement SS 2017 – Movecoach – Project Statement No. 2 Page 3 of 6 actual receipt in the case of personal delivery, or upon mailing. Mailed notices shall be addressed as follows, but each party may change address by written notice in accordance with this paragraph. g. Intentionally omitted. h. Movecoach Indemnity Movecoach will defend, indemnify and hold harmless City of Fort Collins and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to Movecoach’s negligence arising out of or relating to this Agreement. i. Data Storage and Protection Movecoach will maintain industry standard best practices for data storage and protection of all employee information. Personal information will be encrypted and passwords will be salted and hashed via MD5. Data servers are secure and redundant and hosted by Amazon Web Services (AWS). The AWS SOC 2 Type II Report on Security and Availability audit are available upon request. To: City of Fort Collins Attention: Lynn Sanchez 215 N. Mason Street Ft. Collins, CO 80524 Telephone: 970-416-2098 Email: lysanchez@fcgov.com From: Movecoach Focus-N-Fly, Inc. dba Movecoach Attention: Hiruni Wijayaratne 1425 Broadway, #7 Burlingame, CA 94010 Telephone: 720-328-9783 Fax: 650-292-2111 Email: hiruni@movecoach.com j. Assignment. Neither party can assign any right or interest arising under this Agreement without the prior written consent of the other. k. Effect on Heirs and Assigns. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, assigns, affiliated entities and the officers and directors of any affiliated entity of the parties. l. Further Assurances. Each party agrees to cooperate fully with the other party and to execute such further instruments, documents and agreements and to give such further written assurances, as may be reasonably requested by Seller to carry into effect the DocuSign Envelope ID: 9053D32C-7274-4BF6-8606-DDF86FD6D05F Services Agreement SS 2017 – Movecoach – Project Statement No. 2 Page 4 of 6 intents and purposes of this Agreement. m. Insurance Movecoach shall maintain adequate and sufficient insurance to cover all potential losses to City of Fort Collins under this Agreement. City of Fort Collins shall be a named as an additional insured under such policy(ies), with evidence of such insurance provided to City of Fort Collins within 30 days of the signing of this Agreement. Movecoach shall provide certificates of insurance listing City of Fort Collins, its directors, officers, employees, subcontractors, agents, volunteers and assigns as additional insureds, coverage to apply on a primary basis without contribution. Vendor’s insurance carrier shall agree in writing to provide ADA with thirty (30) days’ notice of cancellation or material change to coverage. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: FOCUS-N-FLY, INC. DBA MOVECOACH By: Print Name: Thomas L. McGlynn DATE: DocuSign Envelope ID: 9053D32C-7274-4BF6-8606-DDF86FD6D05F 7/28/2018 7/31/2018 Services Agreement SS 2017 – Movecoach – Project Statement No. 2 Page 5 of 6 EXHIBIT 1 INSURANCE REQUIREMENTS 1. Movecoach will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this Agreement, Movecoach shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of Movecoach, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due Movecoach under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on Movecoach’s general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. Movecoach shall maintain during the life of this Agreement for all of the Movecoach’s employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General Liability. Movecoach shall maintain during the life of this Agreement such commercial general liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage shall not be less than $1,000,000. In the event any work is performed by a subcontractor, Movecoach shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 9053D32C-7274-4BF6-8606-DDF86FD6D05F Services Agreement SS 2017 – Movecoach – Project Statement No. 2 Page 6 of 6 EXHIBIT 2 CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), Movecoach hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that Movecoach has agreed to perform, Movecoach hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. Movecoach agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). Movecoach shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, Movecoach shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, Movecoach understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, Movecoach shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that Movecoach ceases to perform services for the City, or the City so requests for any reason, Movecoach shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. Movecoach understands and agrees that the City’s remedies at law for a breach of Movecoach’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law DocuSign Envelope ID: 9053D32C-7274-4BF6-8606-DDF86FD6D05F ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC JECT PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC JECT PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD FOCUS-3 OP ID: JC 07/30/2018 Julie Chamrad ISU Lovering Ins. Services P. O. Box 699 1121 Laurel Street San Carlos, CA 94070-0699 650-585-7506 650-228-5663 Jchamrad@isulovering.com Philadelphia Indemnity Ins. Co Focus-N-Fly, Inc. Hartford Insurance 1425 Broadway, Suite 7 Burlingame, CA 94010 A X 1,000,000 X Y PHPK559446-008 05/16/2018 05/16/2019 100,000 2,500 1,000,000 3,000,000 X 3,000,000 B X 57WBCVK8917 01/01/2018 01/01/2019 1,000,000 1,000,000 1,000,000 It is understood and agreed that the following entity is added as an additional insured but only with respect(s) to the operations of the named insured except that liability resulting from the additional insured's sole negligence. FORTCOL The City of Fort Collins P.O. 582 Fort Collins, CO 80522 650-585-7506 1 DocuSign Envelope ID: 9053D32C-7274-4BF6-8606-DDF86FD6D05F INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD FOCUS-3 OP ID: JC 07/26/2018 Julie Chamrad ISU Lovering Ins. Services P. O. Box 699 1121 Laurel Street San Carlos, CA 94070-0699 650-585-7506 650-228-5663 Jchamrad@isulovering.com Philadelphia Indemnity Ins. Co Focus-N-Fly, Inc. 1425 Broadway, Suite 7 Burlingame, CA 94010 A X 1,000,000 X Y PHPK559446-008 05/16/2018 05/16/2019 100,000 2,500 1,000,000 3,000,000 X 3,000,000 It is understood and agreed that the following entity is added as an additional insured but only with respect(s) to the operations of the named insured except that liability resulting from the additional insured's sole negligence. FORTCOL The City of Fort Collins P.O. 582 Fort Collins, CO 80522 650-585-7506 DocuSign Envelope ID: 9053D32C-7274-4BF6-8606-DDF86FD6D05F