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HomeMy WebLinkAboutC12-151 Global Fit Agreement • Destination: You Agreement between GlobalFit and Eagle County THIS Destination: You A e, ment (Agreement) dated May 2, 2012, between Global Affiliates, Inc. (GlobalFit) and Eagle County (You or Eagle County) is made the I1A 7- , 2012. 1. You are offering the Destination: You fitness program (D: Y) to Participants at Eagle County. 2. Those who may participate in D: Y (Participants) are defined by You. Participants will enroll in D: Y by navigating to Your co- branded landing page at www.globalfit.com /eaglecounty, where they will enter their unique identifier to establish their eligibility to participate in D: Y. 3. The initial order pricing for D: Y equipment and services is set forth in the attached Quotation, which becomes Exhibit 1 to this Agreement. Pricing for additional units is as set forth in Paragraph 15 below. 4. All Trackers will be provided to You for distribution to Participants. Trackers will be shipped to a centralized Eagle County location and distributed via Eagle County internal shipping protocol. 5. You have designated the person listed below as your Program Champion for D: Y. The Program Champion will be GlobalFit's primary point of contact for the implementation and operation of the program unless and until you designate a new Program Champion. GlobalFit will provide a D: Y expert to train your Program Champion over an initial eight hour period. Your D: Y Expert will available for an additional eight hours during the term of the program. 6. GlobalFit will provide You with a list of the Participants who have earned the incentive, or any portion of the incentive, on a monthly basis. 7. You will have access to certain reports showing aggregated data about Participants. These reports are available to You at no additional charge through Your Virtual Account Manager (VAM). 8. To help maximize the value of D: Y to You, GlobalFit has provided You with certain marketing and communications materials and a timeline for their use, the (Marketing Plan). 9. At the inception of the program, You agree to pay the Final Cost as set forth in the Exhibit 1. 10. GlobalFit will be responsible for all technical support for D: Y. Support desk hours for telephone inquiries will be from 8:00 a.m. until 5:30 p.m. Eastern Time Monday through Friday, excluding Holidays. On line help is available 24 hours per day 7 days per week. 11. D: Y primarily is a walking program, but it also includes suggested exercises that will increase the strength and flexibility of Participants. All fitness recommendations made in the D: Y program are considered to be safe and effective when performed correctly. Each enrolling Participant will be required to review and certify that they have taken a Physical Activity Readiness Questionnaire (PAR-Q) or equivalent screening document before they can proceed to use the program. This process requires that Participants take personal responsibility for determining if they have a pre - existing medical condition that warrants clearance from a physician before they begin a program of regular activity. GlobalFit shall not be responsible for any Participant's failure to properly take the PAR -Q, for their failure to see a physician before beginning a program of regular activity or for any Participant's failure to properly follow any exercise recommendations made by the D: Y program. 12. G1obaiPit will indemnify, defend and hold harmless Eagle County, its subsidiaries and affiliates and their directors, officers and employees from and against any and all liabilities, demands, claims, suits, losses, damages, infringement of proprietary rights, causes of action, fines, or judgments (including costs, attorneys' and witnesses' fees and expenses incident thereto) arising out of or in connection with GlobalFit's performance of, or failure to perform, the duties provided for herein, unless caused by the gross negligence or willful misconduct of Eagle County. To the extent allowed by law, Eagle County will indemnify, defend and hold harmless GlobalFit, its subsidiaries and affiliates and their directors, officers and employees from and against any and all liabilities, demands, claims, suits, losses, damages, infringement of proprietary rights, causes of action, fines, or judgments (including costs, attorneys' and witnesses' fees and expenses incident thereto) arising out of or in connection with Eagle County's performance of, or failure to perform, the duties provided for herein, unless caused by the gross negligence or willful misconduct of GlobalFit. 13. All D: Y hardware is warranted to be free from defects in materials and workmanship for twelve months from the date of registration. This warranty does not cover battery life, damage to the hardware caused by You or a participant's negligence, abuse or misapplication, other external causes or usage not in accordance with the program instructions. Your sole and exclusive remedy and GlobalFit's sole and exclusive obligation for breach of the foregoing performance warranty, is to repair or replace the hardware. EXCEPT FOR THIS WARRANTY, GLOBALFIT MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In case a device fails, a replacement will be provided within 7 -10 days by contacting GlobalFit. 14. This Agreement is effective as of the date first written above and shall remain in effect for a period of seven months (the Initial Term). Unless terminated, this Agreement shall automatically renew and remain in force for successive one -year terms. In the event that this contract will not be renewed, You will provide 30 -day prior written notice to GlobalFit. Eagle County may terminate this Agreement any time for any reason. There will be no refunds made by GlobalFit for early termination of the Agreement. 15. Pricing schedule. For the term of the contract Hardware and subscription prices will be as follows: I Part Number Description Cost I-i') I • • DYT -02 Tracker $ 40.00 USB Personal Access Point $ . 29.95 WAP Workgroup Access Point $ 99.95 RAP Remote Access Point $ 899.95 DY -SUBS* Website Access Fee $ 3.50 There will be a 10 -piece minimum for orders of additional Trackers. A surcharge of $25 will be included for orders of fewer than 10 items. Program Champion: GlobalFit Representative: Name: Name: Dennis Rubisch Email: Email: drubisch @globalfit.com Telephone: Telephone: 215.320.4120 Eagle County GlobalFit By: 4)&64"4/tfA i4e Y B 5 V Its: . Its: • Exhibit 1 DESTINATION You Destination: You Proposal for Eagle County Hardware and Access 250 Trackers @ $ 40.00 $ 10,000.00 5 USB's @ $ 29.95 $ 149.75 0 RAP's $ 899.95 $ - 20 WAP's $99.95 $ 1,999.00 250 Monthly Website Access Fee for each Active Participant @ $3.50 /mo $ 6,125.00 1 Shipping and Handling $ 25.00 Support 8 Hours of Phone Support Included 0 Site Visits @ $500 /day $ 0 Additional Site Visits @ $500 /day $ - Total Cost of Program $ 18,298.75 Launch Incentive Discount of 12.5% $ (2,287.34) Final Cost, to be paid up -front ( $ 16,011.41 1 *Minimum of 7 -month participation There will be a 10 -piece minimum for orders of additional trackers. A surcharge of $25 will be included for orders of fewer than 10 items. !Sales may be subject to sales tax. Please pay invoice amount. Prepared By: Troy Pickett Signed Name Company Date