HomeMy WebLinkAboutContract 62599City Secretary Contract No. _____________
Vendor Services Agreement Page 1 of 17
VENDOR SERVICES AGREEMENT
_____________________________________________________________________________
This VENDOR SERVICES AGREEMENT (“Agreement”) is made and entered into by and
between the CITY OF FORT WORTH (“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 a health coaching services 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 under this Agreement will not exceed One Hundred Thousand Dollars ($100,000.00).
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-appropriation 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.
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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. Right 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. Independent 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, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED 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.
9.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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(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.
10.2 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.
11.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, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) 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
Facsimile: (817) 392-8654
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 Employees. 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.
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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
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 Majeure. 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
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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
services.
25.Immigration Nationality Act.Vendormustverify 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 Authority. 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 Company 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 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
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”
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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
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boycotting Energy Companies. 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: ___________________________
Name: Jesica McEachern_____________
Title: Assistant City Manager
Date: _______________
APPROVAL RECOMMENDED:
By: ______________________________
Name: Dianna Giordano________________
Title: Director of HR & Civil Service_____
ATTEST:
By: ______________________________
Name: Jannette S. Goodall______________
Title: City Secretary
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: Joanne Hinton__________________
Title: Benefits Manager_______________
APPROVED AS TO FORM AND LEGALITY :
By: ______________________________
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: _________
Form 1295: ______________
VENDOR:
Ramp Health
By:
Name: ________________________
Title: ________________________
Rob Putnam
CEO
City Secretary Contract No. _____________
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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 “VSA”) by and between Ramp Health and Client
executed by Client on January 9, 2025 (“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 Onsite Coaching:
Onsite Coaching Ramp Health shall provide the Client with two (2) dedicated Wellness Coaches to work a total of
40 hours per week each. Coaches will operate onsite at the Client’s designated locations beginning on the Launch
Date to deliver the services described in this SOW. Onsite Coaching deliverables include but are not limited to:
Proactive Coach Approach Coaches will be with the population, meeting individuals to gain engagement.
Professional Background Coaches will be allied health professionals with expertise in fields such as exercise
science, athletic training, health psychology, health promotion, or nutrition and dietetics.
Provision of health services Onsite lunch and learns, educational information, biometric testing (blood pressure
and body composition), group challenges, 1-1 health coaching, group coaching, group walks, stretch breaks,
guidance on topics such as musculoskeletal conditions, medication compliance, stress management, and sleep.
Program engagement assistance Coaches will assist members with understanding the wellness program and how
to best improve their health by completing certain program supported activities. Items such as form
download/upload and biometric results review will be a standard provision of service.
Referrals and Emergency Response Coaches do not diagnose or treat medical conditions. It is expected for a
coach to refer to medical care when appropriate and activate the emergency response protocol in critical
situations.
Coach Availability Onsite hours will align with the City of Ft. Worth’s workforce needs and follow the holiday
schedule of the City of Ft. Worth, with adjustments for usual and customary paid time off, including training,
vacations, and sick time. Paid time off (PTO) shall not exceed 15 business days. PTO will not exceed 5 business
days of the same time frame between Coaches, with exception of holidays. If PTO exceeds 15 business days in the
Initial Term or any Successive Term thereafter, Ramp Health will provide the Client with a service credit on the
next monthly invoice. In addition, Ramp Health shall provide and devote to the performance of this Agreement
such additional members, officers, and employees of Ramp Health as deemed appropriate for delivering the
services as outlined in Exhibit A.
Coach Schedules The schedule for the on-site coach will be flexible to cover various shifts as required, within
practical limits. Ramp Health aims to organize coach schedules so every eligible employee receives the opportunity
to meet with the coach at least once a month. (This is based on one full-time coach available for every 1,000
eligible employees.)
Coach Collaboration Coaching activities are scheduled with the Client’s permission, ensuring alignment with the
organization's wellness objectives and the annual service plan.
City Secretary Contract No. _____________
Vendor Services Agreement Page 13 of 17
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 in Exhibit B.
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.
Requirements:
Census must be received and approved by Ramp Health fifteen (15) business days before the launch date.
Exhibit A – Implementation Dates &Pricing
Important Dates
Coach #1 Service Launch Date January 13, 2024
Coach #2 Service Launch Date January 13, 2024
Coach #1 Training & Shadowing 1-13-25 to 1-24-25
Coach # 2 Training & Shadowing 1-13-25 to 1-24-25
Coach #1 1st Day Onsite 1-27-25
Coach #2 1st Day Onsite 1-27-25
Pricing Segments Price Monthly
Total
Estimated Annual Program
Costs*
Coaching or Nutrition $68.00 per hour
80 service hours/week $23,573.33 $282,880
Estimated Total Costs $282,880
*Assumes approx. 9,600 Eligible Participants ; any amount over $100,000.00 will require prior City Council approval
Optional Add-On Fees
Registered Dietitian $80.00 Per Hour
Custom Content, Communications, and Reporting $150.00/hr
Additional Staff or Clinic Hours $140/hr RN
$100/hr non-RN
City Secretary Contract No. _____________
Vendor Services Agreement Page 14 of 17
Exhibit B – Census Template
* Indicates Required Field
Field Description
External ID* 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
SSN Full or last 4 digits of Member Social Security Number; Required for groups needing an additional
form of verification for members
Employer Group* This is used primarily for content “targeting” purposes
Example: Human Resources has a different programming need than Sales Staff
Plan*
This allows the platform to give members different earning limits (i.e. Plan A has an annual limit
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
Address1 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”
Relationship to Employee Used to identify Dependent relationship to member (e.g. “Spouse” or “Child”); required only for
dependents
External ID of Employee The External ID of the primary member, pairs the dependent to the member; required only for
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.
City Secretary Contract No. _____________
Vendor Services Agreement Page 15 of 17
Exhibit C – Program Details
Basic Program Information
CLIENT INFORMATION
Client Name: City of Ft. Worth
Address1: 100 Fort Worth Trail Address2:
City: Fort Worth State: TX Zip: 76102
Group ID:
CLIENT CONTACT
INFORMATION
Name: Ana Ayala Terrazas
Title: Wellness and WAP Coordinator Email:Ana.AyalaTerrazas@fortworthtexas.gov
Phone:817-392-8556
PLATFORM
CONFIGURATION
A. Platform Eligibility
Eligible Members: Employees Medical Plan Spouses Medical Plan Retirees
B. Platform Capabilities
Full Limited (no incentives, wearable devices, wellness challenges)
C. Ramp Health Coaching Services
Yes No
COMMUNICATIONS
A. Platform Communications
Member Verification – Send Emails Yes No
B. Communications Toolkit
Pre-Launch Flyer
Verification Flyer
Engagement Flyer
Program Guide
CUSTOM
DEVELOPMENT
(Delivered at Hourly
Rate defined in MSA
Exhibit A – Platform
Services and Fees;
requires additional
fees outlined in SOW
Custom Work Quote)
A. Customized Platform Communications
Platform Emails
Platform Communications Campaigns
Benefits Information and Custom Links (beyond 10 cards)
No Customization
B. Customized Communications Toolkit
Pre-Launch Flyer
Verification Flyer
Engagement Flyer
Create New Engagement Materials
No Customization
City Secretary Contract No. _____________
Vendor Services Agreement Page 16 of 17
C. Customized Reporting
Custom Dashboard Reporting
Custom Service Report
Custom Incentive Report
No Customization
D. Customized Platform Development
Custom Development
Custom Data Integrations
No Customization
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]
City Secretary Contract No. _____________
Vendor Services Agreement Page 17 of 17
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
(Signature)(Signature)
Jesica McEachern
Name (Print)Name (Print)
Assistant City Manager
Title Title
Date Date
Lexie Dendrinelis
Client Manager, Team Lead
1-8-25
RH-CFW Vendor Services Agreement SOW
Health Coaching 12-18-24 (100k max final
redline)
Final Audit Report 2025-01-09
Created: 2025-01-08
By: Lexie Dendrinelis (adendrinelis@ramphealth.com)
Status: Signed
Transaction ID: CBJCHBCAABAAMYUqo-ej6qFjzf0ljR_WZMPHcVBpvpgp
"RH-CFW Vendor Services Agreement SOW Health Coaching
12-18-24 (100k max final redline)" History
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2025-01-08 - 11:37:29 PM GMT
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�=r� Document e-signed by Rob Putnam (rputnam@wcusa.com)
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� Agreement completed.
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