HomeMy WebLinkAboutContract 62585City Secretary Contract No. 62585
SORTWORTHO
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WO TH ("City"), a Texas home rule municipal corporation, and Wellness
Coaches USA, LLC dba Ramp Health ("Vendor"), each individually referred to as a "party" and
collectively referred to as the "parties."
1. Scope of Services. Vendor will provide an employee wellness online platform for City
employees, eligible spouses and eligible retirees ("Services"), as set forth in more detail in Attachment "A,"
attached hereto and incorporated herein for all purposes. If any provisions of the Attachments conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance
of City, the terms in this Vendor Services Agreement shall control.
2. Term. This Agreement begins on January 1, 2025 ("Effective Date") and expires on
December 31, 2028 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions, for up to two (2) one-year renewal option(s) (each a "Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Attachment "A," which is attached hereto and incorporated herein for all purposes. Total
compensation for the Initial Term under this Agreement will be an amount up to One Million Fifty
Thousand Dollars ($1,050,000.00). Total compensation for each Renewal Term, if exercised, will be
an amount up to Three Hundred and Fifty Thousand Dollars ($350,000.00). Vendor will not perform
any additional services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City will not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing. Notwithstanding any other provision of this Agreement, City acknowledges that Vendor is an
approved supplier for the services provided herein. Unless required under law, City shall not be required to
issue a formal Request for Proposal (RFP) for any additional services purchased from Vendor, provided
those services are related to the Scope of Services defined herein and within the approved contractual limits.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 90 days' written notice of termination.
4.2 Non-annronriation of Funds. 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 this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY page 1 of 20
FT. WORTH, TX
City Secretary Contract No.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will 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.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
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provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
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of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
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10.2
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
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(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
I I . Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at:
same address
To VENDOR:
Ramp Health
Attn: Justin Thomas, COO
725 Skippack Pike
Suite 300
Blue Bell, PA 19422
Facsimile: 215-628-3262
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
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Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or its Exhibits.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
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services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Comvanv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott 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
2271 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
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the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Energv Comuanies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to 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. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is
to 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 have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. 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 City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: op��'
Name: Jesica McEachern
Title: Assistant City Manager
Date: 01 /07/2025
FR 9 W ZD]Y:11 w i X903UT Iu IAL, I1M1 IN
By:
Name
Title:
Dianna Giordano (Jan 2, 2025 08:27 CST)
Dianna Giordano
ATTEST:
Fourno
g
s
C��I �f#A. 3ynn�z4so.�
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Ramp Health
By: 11116 P
Name: Rob Putnam
Title: CEO
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By:
Name:
Title:
Joanne Hinton
Benefits Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-0822 (9/17/24)
Form 1295: 2024-1202994
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Attachment A- Statement of Work (SOW)
THIS STATEMENT OF WORK ("SOW") describes the Services and the related deliverables and milestones to be
performed by Ramp Health ("Ramp Health") for The City of Fort Worth ("Client"), subject to the terms and
conditions of the City of Fort Worth Vendor Services Agreement (the "VSAI by and between Ramp Health and Client
executed by Client on December 31, 2024 ("Effective Date").
Engagement of Ramp Health The Client hereby engages Ramp Health to provide the health and injury prevention -
related services and products as such in this SOW, and Ramp Health hereby accepts such engagement by the Client,
all upon the terms and subject to the conditions hereinafter set forth.
Term: Termination The initial term of this SOW (Initial Term) is for the period beginning upon the date above and
ending December 31, 2028. The Launch Date is when Ramp Health launches services, referenced in this SOW. At
the end of the Initial Term, Client may renew this Agreement for two additional one (1) year renewal options. Any
changes to this SOW will be outlined in an amendment to this, the original SOW.
Initial Obligations It is understood that certain obligations of Ramp Health depend on the Client providing certain
data, information, or assistance to Ramp Health from time to time and that such cooperation will be essential to
Ramp Health's meeting its obligations.
Eligibility
• All Members as defined by the Census provided by the Client
• Approximately 6,900 eligible lives
Launch Date
Exhibit A defines the Launch Date as the date upon which program services will be available to Eligible participants.
To meet the selected Launch Date, the Client commits to delivering the initial Launch Census and approving the final
implementation dates illustrated in Exhibit A.
Ramp Health and the Client may revise this Launch Date, Final Census Delivery, or Final Implementation approval
dates in consultation with each other should these deadlines require change.
If the client does not meet the deadlines, Ramp Health will revise the Launch Date to align with the Implementation
plan timelines.
Fees and Other Costs.
Pricing for Ramp Health Services and deliverables described in the VSA, and this SOW shall be outlined in Exhibit A.
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With this Statement of Work, Ramp Health has agreed to provide the following:
Ramp Health's Digital Health Platform:
Engagement Cards
• General Health Awareness, Symptom Education, and Risk -Targeted Content and Activities. These are pre-
defined cards developed by the Ramp Health team and considered standard.
• Custom Cards to promote specific events, local goodwill drives, etc. These are client developed with
support from the Ramp Health Client Management team. Cards requiring SSO integration are considered
custom cards and developed by the Ramp Health team.
Inclusions in Program Cost
• Custom Card Management: The client can create and manage custom cards via the Admin Console,
including company -specific content, activities, reminders, and content screens.
Initial Program Setup
• Collaboration with Ramp Health: Ramp Health will assist the Client in creating basic content,
determining time frames for platform surfacing, and setting up incentives for Card completion up to
10 cards. Subsequent cards will incur an additional fee.
Consulting and Training
• Ramp Health will provide up to 8 hours (estimated two team members at 4 hours each) for consulting
with the Client on custom content programming, execution, and training.
• Post -Setup Access: Clients get access to the Administrative Portal for ongoing card creation after
initial setup.
Content Creation and Approval Process
• Deadline for Requests: Custom card requests for initial setup must be submitted at least 20 business
days before the desired surfacing date.
• Approval Requirement: All custom cards created must be final approved by the Client before being
used on the platform.
Standard Activities & Features
• Health Risk Assessment
• Living Growth Assessment (Burnout & Resilience)
• Digital Messaging & Coach Appointments
• Wearable and Monitoring Device Syncing
• Courses
• Health Habits Missions
• Social Feed
• Contests: Engagement Score, Social Feed, Steps with post -event reporting. (Max. 4 per year)
• Calendar: Event management and RSVP system.
• Targeted Email Campaign (4 per year)
• Up to 10 Benefits Hub cards. Subsequent cards will incur a fee.
Vendor Services Agreement Page 12 of 20
City Secretary Contract No.
Incentive Management
• Program Design and Reporting- this is outlined in Exhibit C
• Rewards Fulfillment: External fulfillment provided by City of Ft. Worth
Administrative Portal
• Census Import Management
• Standard Dashboard Reporting: Tracking company user count, monthly sessions, completed activities, and
identified risks.
• Client Admin Training (8 hours): Covering census import, dashboard review, custom cards, and event
management.
• Custom Dashboard Reporting (8 hours): Tailored content and reporting.
Incentive Management Integration
• Setup and Management: Ramp Health will closely replicate the Client's existing incentive program within
the platform, handling setup, marketing, tracking, reporting, and ongoing management. A separate
document (Exhibit C) outlines the details of the program set-up.
• Monthly Reporting: Ramp Health will provide access to aggregate participation, population health, and
incentive reporting via the platform's Admin Console.
Census
The Client shall provide Ramp Health a population census denoting all members eligible for Ramp Health purchased
services. If services are withheld from various portions of the population, this is to be identified and outlined in the
SOW as Exhibit D. The full population census follows the specs denoted in the Ramp Health Census Template listed
inExhibitB.
The Client may submit the census via the Platform Admin Console in Comma Delimited Format (CSV) or via sFTP.
Ramp Health prefers to have it via sFTP. At a minimum, the Client will provide an updated census monthly.
Ramp Health Platform Timeline:
• Preview Date: 12/23/2024
• Requirements:
• The preview date must be two weeks before the launch date.
• SSO integrations will have specific timelines and are not represented in this
document.
• Edits/Changes: The Client can make up to two rounds of edits or changes. During
implementation meetings, these should be discussed and agreed upon with the Client
Manager. The time frame for these edits is between the preview and launch dates. It's
important to note that the final round of edits or changes must be submitted at least five (5)
business days before the launch date.
Vendor Services Agreement Page 13 of 20
City Secretary Contract No.
• Launch Date: 01/06/2025
• Requirements:
• Census must be received and approved by Ramp Health fifteen (15) business days
before the launch date.
• All final changes or edits must be completed at least five (5) business days before
the launch date.
• Communications and instructions for Account Verification and first-time login will be sent via
email to the eligible members on the Launch Date.
Exhibit A — Implementation Dates &Pricing
Platform Preview Date
Launch Date
Pricing Segments
One-time Set-up Fee
Digital Health Platform *
Physician Form Verification
SSO Integration
Important Dates
Price
$ 3, 000
$2.25 PEPM (all EEs,
Retirees medical plan only,
SP eligible but no fees
assessed)
$10.00 Per Form
5 Free, 5 at $1,000 per
integration
8 Hours- no charge
Client Platform Admin Training
9+ hours - $150/hr
Estimated Total Costs
*Assumes approx. 9,600 Eligible Participants
Optional Add -On Fees
Registered Dietitian
Custom Content, Communications, and Reporting
Additional Staff or Clinic Hours
December 23, 2024
January 6, 2025
Monthly Estimated Annual Program
Total costs*
$3,000
$21,600 $259,200
57,220
$5,000
$324,420
$80.00 Per Hour
$150.00/h r
$140/hrRN
$100/hrnon-RN
Vendor Services Agreement Page 14 of 20
City Secretary Contract No.
Exhibit B — Census Template
* Indicates Required Field
Field I Description
ExternallD* A unique, employer assigned alphanumeric ID for each employee or dependent. Commonly this
is the employee ID or similar number
Last Name* Member Last Name
Middle Initial
Member Middle Initial
First Name*
Member First Name
Full or last 4 digits of Member Social Security Number; Required for groups needing an additional
SSN
form of verification for members
This is used primarily for content "targeting' purposes
Employer Group*
Example: Human Resources has a different programming need than Sales Staff
This allows the platform to give members different earning limits (i.e. Plan A has an annual limit
Plan*
of $100, Plan B has an annual limit of $250); additional member benefit eligibility -- such as
Telehealth access -- are also added here
Email Address*
Functions as the member or dependent login name
Gender*
Given as the one letter abbreviation (M or F)
DOB*
Member date of birth, given in format MM/DD/YYYY; used for verification purposes
Ethnicity
Used for demographic purposes only
Addressl
Member Street Address
Address2
Member secondary address (e.g. "Apartment 12")
City
Member City
State*
Two letter format of Member State (e.g. MN, TX, MA)
Zip
Five- or Nine -digit member zip code
Home Phone
Member Home Phone
Mobile Phone
Member Mobile Phone
Hired Date*
Member Hire Date formatted as MM/DD/YYYY
Terminated Date
Required if "Enrollment Status" is changed to "Inactive"
Enrollment Status*
Member status listed as "Active" or "Inactive"
Used to identify Dependent relationship to member (e.g. "Spouse" or "Child"); required only for
Relationship to Employee
dependents
The External ID of the primary member, pairs the dependent to the member; required only for
External ID of Employee
dependents
External Registration Code
Required for secondary verification
Please note: Exhibit B
— Ramp Health Census Template has required fields noted by an asterisk. This ensures that
system communications, password resets, program delivery, and reporting are successfully executed.
Vendor Services Agreement Page 15 of 20
City Secretary Contract No.
Exhibit C — Program Details & Design
Basic Program Information
Client Name: City of Ft. Worth
Addressl: 100 Fort Worth Trail
CLIENT INFORMATION
City: Fort Worth
Group ID:
Name: Ana Ayala Terrazas
CLIENT CONTACT Title: Wellness and WAP Coordinator
INFORMATION Phone:817-392-8556
PLATFORM
CONFIGURATION
COMMUNICATIONS
CUSTOM
DEVELOPMENT
(Delivered at Hourly
Rate defined in MSA
Exhibit A— Platform
Services and Fees;
requires additional
Address2:
State: TX Zip: 76102
Email:Ana.AyalaTerrazas@fortworthtexas.gov
A. Platform Eligibility
Eligible Members: ❑XEmployees X❑Medical Plan Spouses ❑XMedical Plan Retirees
B. Platform Capabilities
X❑Full ❑Limited (no incentives, wearable devices, wellness challenges)
C. Incentive Program Design — See Platform Configuration Worksheet (Exhibit C)
D. Ramp Health Coaching Services
❑XYes ❑ No
A. Platform Communications
Member Verification — Send Emails ®Yes ❑No
B. Communications Toolkit
OPre-Launch Flyer
❑XVerification Flyer
❑X Engagement Flyer
❑X Program Guide
A. Customized Platform Communications
❑Platform Emails
❑Platform Communications Campaigns
❑Benefits Information and Custom Links (beyond 10 cards)
X❑No Customization
Vendor Services Agreement Page 16 of 20
City Secretary Contract No.
fees outlined in SOW B. Customized Communications Toolkit
Custom Work Quote) ❑pre -Launch Flyer
❑Verification Flyer
❑Engagement Flyer
❑Create New Engagement Materials
x❑No Customization
C. Customized Reporting
❑Custom Dashboard Reporting
❑Custom Service Report
❑Custom Incentive Report
ONo Customization
D. Customized Platform Development
❑Custom Development
❑Custom Data Integrations
ZNo Customization
Platform Configuration Set-up Worksheet
Total Eligible
6,900
Configuration
Program Start Date
1-6-25
Program End Date
1-5-26
Employer Group(s)
Mayor and Council
Neighborhood Services
City Manager
Transportation Public Works
Planning and Data Analytics
Property Management
Information Technology
Code Compliance
Development Services
Public Events
Comm and Public Engagement
Police
Diversity and Inclusion
Fire
Internal Audit
Municipal Court
City Secretary
Water/WW
Law
Public Health
Financial Management Services
Environmental Management
Human Resources
Aviation
Economic Development
Park and Recreation
Library
Reprographics
Engineering Payroll BU
Plan(s)
Employee — On Plan — HPCE
Retiree — On Plan — HPCRS
Employee —Off Plan - NHPCE
Spouse — HPCRS
Retiree — Off Plan
Vendor Services Agreement Page 17 of 20
City Secretary Contract No.
Title 2025 Wellness Program
Description TBD
Attachments/Links • Program Guide
Show Tile Yes
Start Date 1-6-25
End Date 1-5-26
Title
Description
Quantity
Type
Dollars
Take the HRA
Ramp Health HRA
1
RH Assessment
N/A
(REQUIRED)
Biometric Form
Submit Completed Biometric
1
File Submission
N/A
Screening Form
Nicotine -Free Attestation
Complete Nicotine -Free
1
Attestation
N/A
Attestation OR Reasonable Alt
Complete Preventative Exam
Can be any age or gender -related
1
Attestation
N/A
preventive exam (mammogram,
colonoscopy, etc), dental or vision
exams, preventive vaccines (flu,
COVID, etc)
(OFF PLAN INCENTIVE ONLY)
Notes
See attachment for incentive/config organization
Vendor Services Agreement Page 18 of 20
City Secretary Contract No.
Custom Work Quote
Custom Work*
Estimated Hours
Hourly Rate
Estimated Costs
Platform Communications
0
$150.00/hour
$0
Communications Toolkit
0
$150.00/hour
$0
Reporting
0
$150.00/hour
$0
Platform Development
0
$150.00/hour
$0
Estimated Total Costs
$0
*No custom work is desired in this Scope of Work (SOW)
[Signature page follows]
Vendor Services Agreement Page 19 of 20
City Secretary Contract No.
By signing below, Client and Ramp Health acknowledge their understanding of and agree to the Program Design
configurations and requirements presented above. Requests to add, remove, or modify any aspect of this Program
Design after signature may be subject to additional fees and/or delays in the portal set-up and launch date.
The undersigned authorized representatives of the Parties have executed and delivered this Agreement as of the
SOW Effective Date.
RAMP HEALTH CITY OF FT. WORTH
i
(Signature) (Signature)
Lexie Dendrinelis Jesica McEachern
Name (Print) Name (Print)
Client Manager, Team Lead Assistant City Manager
Title Title
1 2-31-24 01 /07/2025
Date Date
Vendor Services Agreement Page 20 of 20
RH-CFW Vendor Services Agreement SOW
Platform 12-24-24
Final Audit Report 2024-12-31
Created: 2024-12-31
By: Lexie Dendrinelis (adendrinelis@ramphealth.com)
Status: Signed
Transaction ID: CBJCHBCAABAAwlncwvFxr3Ns-XVkDZ7DjzR8iiTojF61
"RH-CFW Vendor Services Agreement SOW Platform 12-24-24
" History
Document created by Lexie Dendrinelis (adendrinelis@ramphealth.com)
2024-12-31 - 5:41:13 PM GMT
Document emailed to Rob Putnam (rputnam@wcusa.com) for signature
2024-12-31 - 5:41:19 PM GMT
Email viewed by Rob Putnam (rputnam@wcusa.com)
2024-12-31 - 5:41:47 PM GMT
== Document e-signed by Rob Putnam (rputnam@wcusa.com)
Signature Date: 2024-12-31 - 6:27:09 PM GMT - Time Source: server
Agreement completed.
2024-12-31 - 6:27:09 PM GMT
a Adobe Acrobat Sign
1/8/25, 8:42AM M&C Review
Official site of the City of Fort Worth, Texas
ACITY COUNCIL AGEND FOR`H
Create New From This M&C
REFERENCE **M&C 24- 13P RFP 24-0193
DATE: 9/17/2024 NO.: 0822 LOG NAME: EMPLOYEE WELLNESS
PROGRAM KQ HR
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Agreement with Wellness Coaches USA, LLC dba Ramp
Health in an Amount Up to $1,050,000.00 for the Initial Three -Year Term for an Employee
Wellness Program with Two One -Year Options to Renew in an Amount Up to $350,000.00
for Each Renewal Option for the Human Resources Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement with Wellness
Coaches USA, LLC dba Ramp Health in an amount up to $1,050,000.00 for an initial Three -Year Term
for an employee wellness program with two one-year options to renew in an amount up
to $350,000.00 for each renewal option for the Human Resources Department.
DISCUSSION:
The purpose of this M&C is to authorize the execution of an annual agreement for an employee
wellness program to set up an online platform to encourage healthier habits and general wellness, as
well as coaching services for the City's employees and eligible retirees.
Purchasing Staff issued Request for Proposal (RFP) Number 24-0193, which consisted of detailed
specifications describing the responsibilities and requirements to provide these services to the City of
Fort Worth. The RFP was advertised in the Fort Worth Star -Telegram on May 1, 2024, May 8, 2024,
May 15, 2024, May 22, 2024, and May 29, 2024. The City received fourteen (14) responses.
MediKeeper, The Visibility Company dba Propel, Inc., and The Vitality Group, LLC dba Vitality were
deemed non -responsive due to nonsubmittal of documents required by the RFP in order to be deemed
responsive.
An evaluation panel consisting of representatives from the Human Resources and Information
Technology Solutions Departments reviewed and scored the submittals using Best Value criteria.
Individual scores were averaged for each of the criteria. Reconcile Care Management Services, and
Sonic Boom Wellness, LLC. did not score at least 50\% of the total available points for technical
criteria and were deemed non -responsive in accordance with the proposal documents.
After technical and pricing evaluations, the three firms with the highest scores, Navigate Wellness,
LLC dba Navigate Wellbeing Solutions, Wellness Coaches USA, LLC dba Ramp Health, and Health
Advocate Solutions dba Health Advocate, were interviewed on July 24, 2024. The City requested a
Best and Final Offer (BAFO) from each of these three firms. All three firms submitted a BAFO resulting
in changes to the points allocated for the price of service. The individual scores were averaged for
each of the criteria and the final scores are listed in the table below:
Vendor
Ramp Health
Navigate Wellbeing
Solutions
Evaluation Factors
a b c d e f Total
Score
15.60 12.60 12.00 11.70 12.30 20.00 84.20
14.40 10.50 10.80 11.10 10.50 19.65 76.95
apps.cfwnet.org/council_packet/mc_review.asp? I D=32528&cou ncildate=9/17/2024 1 /3
1/8/25, 8:42AM M&C Review
Health Advocate 11.60 8.70 6.00 8.70 7.50 19.86 62.36
Best Value Criteria
a. Qualifications and experience
b. Approach to perform services
c. Ability to meet the City's needs
d. Customization of services
e. Value-added services
f. Price
After evaluation, the panel concluded that Ramp Health presents both the best value and the
necessary coverage for the City; therefore, the panel recommends that the Council authorize an
agreement with Ramp Health.
No guarantee was made that a specific amount of services would be purchased. Staff certifies that the
recommended vendor bid met specifications.
FUNDING: The maximum amount allowed under this agreement will be $1,050.000.00 for the Initial
Term to account, $350,000.00 for each renewal option. The actual amount used will be based on the
needs of the department and the available budget. Funding will be budgeted in the Group Health
Insurance Fund and the Retiree Healthcare Trust Fund for Fiscal Year 2025.
BUSINESS EQUITY: This solicitation was reviewed by The Business Opportunity Division for available
business equity prospects according to the City's Business Equity Ordinance. There were limited
business equity opportunities available for the services/goods requested, therefore, no business equity
goal was established.
AGREEMENT TERMS: Upon City Council approval, the initial term of the agreement will begin on
January 1, 2025, and will end on December 31, 2028.
RENEWAL OPTIONS: This agreement may be renewed for up to two (2) one-year renewal periods.
This action does not require specific City Council approval provided that City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of
the Fiscal Year 2025 Budget by the City Council, funds will be available in the Fiscal Year
2025 operating budget, as appropriated, in the Group Health Insurance and Retiree Healthcare Trust
Funds. Prior to an expenditure being incurred, the Human Resources Department has the
responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for City Manager's Office by:
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Reginald Zeno (8517)
Jesica McEachern (5804)
Originating Department Head:
apps.cfwnet.org/council_packet/mc_review.asp?ID=32528&councildate=9/17/2024 2/3
1/8/25, 8:42AM
M&C Review
Reginald Zeno (8517)
Dianna Giordano (7783)
Jo Ann Gunn (8525)
Additional Information Contact: Karen Quintero (8321)
ATTACHMENTS
FID TABLE - Wellness.xlsx (CFW Internal)
Form 1295 Certificate - Ramp Health.pdf (CFW Internal)
Pennsvlvaia SOS - 8.8.24.pdf (CFW Internal)
SAM.gov - 8.2.24 - Ramp Health.pdf (CFW Internal)
Waiver Request for a Wellness Proaram Sianed by DVIN.pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?ID=32528&councildate=9/17/2024 3/3