HomeMy WebLinkAboutContract 63680City Secretary Contract No. 63680
SORTWORTHO
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 Form
Health, Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as the
"parties."
1. Scope of Services. Vendor has developed a proprietary obesity and overweight medicine
specialty care service which offers users connection to a clinical team specialized in weight loss (the
"Providers") for telehealth visits; access to Vendor's mobile application (the "Form ADD") designed to,
among other things, track weight loss progress, connect users with their care teams, and enable users to
share and engage with educational content; and use of a cellular connected scale that sends readings directly
to users' care teams ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated
herein for all purposes. City wishes to engage Vendor to provide access to the Services to City's employees
and their dependents who are at least eighteen (18) years old, participants in City's self -funded health plan,
and who enroll in the Services ("Users"). Participation in the Services is optional. This engagement is non-
exclusive, and City may engage other vendors to provide similar services.
2. Term. This Agreement begins on August 1, 2025 ("Effective Date") and expires one year
later ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
The parties may mutually agree to renew this Agreement under the same terms and conditions, for up to
four (4) one-year renewal option(s) (each a "Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total annual
compensation under this Agreement will be an amount up to Four Hundred Thousand Dollars
($400,000.00). The Vendor acknowledges that this is a non-exclusive agreement and there is no
guarantee of any specific amount of participation. Further, Vendor recognizes that the amount stated
above is the total amount of funds available, collectively, for any Vendor that enters into an
agreement with the City under the relevant M&C or for similar services and that once the full amount
has been exhausted, whether individually or collectively, funds have therefore been exhausted under
this Agreement as well. For clarity, such limitation does not apply to amounts billed as medical
claims. 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.
4. Termination.
Vendor Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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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.
4.3 Duties and Oblisations 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 parry without the prior written approval of
City. Notwithstanding the foregoing, Vendor may disclose City Information to its employees,
consultants, agents and representatives who have a need to know such information and are bound
by obligations of confidentiality no less strict than those set forth herein. Information about Users
that is protected by the Health Insurance Portability and Accountability Act of 1996, as amended
by Subtitle D of the Health Information Technology for Economic and Clinical Health Act, Title
XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of
2009 (Pub. L. No. 111-5) (the "HITECH Act") and the federal regulations published at 45 C.F.R.
parts 160 and 164 (collectively "HIPAA") shall be subject to the Business Associate Agreement
attached hereto as Exhibit C.
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
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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. 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
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 OF ANY KIND 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
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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
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.
8.4 LIMITATIONOFLIABILITY. Except as set forth in Sections 8.1, 8.2, and 8.3,
a party's maximum aggregate liability to the other party for any damages arising from or
relating to this Agreement, whether based on contract, tort (including negligence), or
otherwise, shall be limited to the total spending authority authorized under this Agreement.
AssiEnment and Subcontracting.
(a) 9.1 Assisnment. 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. Notwithstanding the foregoing, City acknowledge that Vendor is
a services organization that contracts with a network of Providers and connects Users with these
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Providers for weight loss services; and further that the Services provided by Vendor itself under this
Agreement constitute management and administrative services related to the arrangement of weight
loss services, and do not constitute medical or health care services or professional advice. Users do
not enter into a health care provider -patient relationship with Vendor. Providers are employed by
Form Health Associates, P.C., Healthy Life Physicians, P.C., and their affiliates, each of which has
entered an exclusive management services agreement with Vendor, which contract with Vendor for
the provision of various services. The Services provided by Vendor are not intended to be used for
medical diagnosis or treatment.
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.
(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
(d)
Vendor Services Agreement
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
Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
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$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 Reauirements
(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.
(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 ReLyulations. 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
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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
To VENDOR:
Form Health, Inc.
David Thompson, Chief Legal Officer
109 State St 5th floor
Boston, MA 02109 _
With copy to Fort Worth City Attorney's Office at With a copy via email to: legal@formhealth.co
same address
14. Solicitation of Emulovees. 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
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
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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
services.
25. Immigration Nationalitv 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.
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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. Notwithstanding the
foregoing, the Services, including all software, source and object code, specifications, designs, processes,
techniques, discoveries, inventions, algorithms, or any new uses therefor or improvements thereon, or any
new designs or modifications or configurations of any kind, or works of authorship of any kind, including
compilations and derivative works, conceived, developed, reduced to practice or otherwise made by the
Vendor, related to or arising out of the Services, and all copyrights, patents, patent rights, trademarks, and
other proprietary rights in the Services, are and shall remain the sole and exclusive property of Vendor.
Vendor hereby grants to City a limited, non-exclusive, non -transferable license for City's Users to access
and use the Services solely as necessary during the Term as contemplated in this Agreement. Vendor hereby
grants to City a non-exclusive, non -transferable right and license to download and use the Form App
(subject to the Terms of Service and Privacy Policy) for internal purposes and for purposes of demonstrating
and promoting the Form App to health plan enrollees. City's modification, reproduction, redistribution,
republication, uploading, posting, or, except as expressly permitted above, transmitting, distributing or
otherwise exploiting in any manner the Form App or any portion of the Services, is strictly prohibited
without Vendor's prior written permission.
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
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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
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 Enerav 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 Goverrunent 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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City Secretary Contract No. 63680
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Name:
Aarruioraano laui iu, tut5 i5:5y w i
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By: �&"" fq x�"p
Name:
Title: — Assmstant D'reGtol'HR
ATTEST:
By:
Name:
Title: City Secretary
VENDOR:
Form Health, Inc.
By:
Name: Derek Rowley (Jul 17, 20P 11:15 PDT)
Title:
Vendor Services Agreement
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: WPllnPsc R FAP Coordinator
APPROVED AS TO FORM AND LEGALITY:
By. Ca Gf�uG
Name: U
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 25-0298
Form 1295: pim
Page 11 of 14
FH12807952.2
City Secretary Contract No. 63680
EXHIBIT A
SCOPE OF SERVICES
Launch Date
Form Health Services will be available as of Launch Date: [August 1, 2025
Description of Form Health Services
Vendor will arrange for its network of Providers to make the following Services available to City's Users
(Vendor itself will not perform any healthcare services or offer any professional advice, and no clinician -
patient relationship will be formed between Vendor and any User):
• Vendor will connect Users with an expert clinical team specialized in weight loss. Users will have
access to regular telehealth visits with an MD/PA/NP and Registered Dietician. When
appropriate, Users may be prescribed weight loss medication by the clinical team.
• Vendor agrees to review City's health plan and to ensure that prescriptions are within the plan
guidelines or that Users are educated about the status of prescriptions that are not covered.
• Users will receive a cellular connected scale that automatically sends their weight readings to
their clinical care team.
• Users will have access to the Form App.
Description of Form App
Form App Users can message with their care team, share meal photos, engage with educational content,
track their weight loss progress, and conduct their telehealth visits via the Form App.
All use of the Form App by the employees or dependents of employees of City shall be subject to
Informed Consent entered into between Users and their Providers, and Vendor's Terms of Service and
Privacy Policy, each available at http://www.formhealth.co/legal/informed-consent,
http://www.fonnhealth.co/legal/terms-of-use and http://www.formhealth.co/legal/form-health-privacy-
policy, and each User of City shall be required to execute the Informed Consent and accept the Terms of
Service and Privacy Policy electronically in order to use the Form App. Each User of City will be
required to create a profile and provide other login credentials in order to access the Form App.
Minimum Requirements for the Form App (as of the Effective Date)
Operating Systems: Apple (iOS) and Android devices
• Apple: iOS device running iOS 15.0 or above
• Android: Android device running Android 5.0 or above
• Note: online app stores will contain the most up-to-date software requirements for the Form App
o Subject to the terms and conditions herein, Vendor will make available the Form App for
download and use by participants of City's health plan who become Users of the Services
on their personal mobile devices that meet the minimum requirements specified above.
Each User will be required to create a profile and/or provide other login credentials in
order to access the Form App. City acknowledges that the Providers will be obligated to
City's Users under the Informed Consents, and Vendor will be obligated to City's Users
under the Terms of Service and Privacy Policy, to maintain the confidentiality of
information collected from such Users in connection with the Services ("User Data").
Vendor therefore cannot share such User Data with City except in aggregated and
deidentified form or as may be expressly permitted under the Terms of Service or Privacy
Vendor Services Agreement
Page 12 of 14
FH12807952.2
City Secretary Contract No. 63680
Policy or applicable law.
EXHIBIT B
PAYMENT SCHEDULE AND PRICING
Vendor shall provide the following Services at the following per month per User prices:
Overweight Care - 1st month is $199 per enrolled User, and each additional month is $89 per enrolled
User, while User remains an Active User.
Obesity Care - $199 per month per enrolled User for each month while User remains an Active User.
Billing will happen via medical claims with Users' health plan.
Every calendar month is considered a Billing Period. A user is considered an Active User for a Billing
Period in any of the following circumstances:
1. The user enrolls in Form Health in that Billing Period; or
2. A synchronous telehealth visit is conducted between the user and a Form Health care team
member (e.g., MD, NP, PA or RD visit); or
3. The user receives meaningful asynchronous engagement (20+ cumulative minutes of provider's
time or user's engagement via proprietary digital tools).
Vendor Services Agreement
Page 13 of 14
FH12807952.2
City Secretary Contract No. 63680
EXHIBIT C
BUSINESS ASSOCIATE AGREEMENT
Vendor Services Agreement
Page 14 of 14
FH12807952.2
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into on this 1 day of August,
2025 (the "Effective Date"), by and between the City of Fort Worth on behalf of itself and its
group health and welfare plans (collectively the "Covered Entity") and Form Health, Inc.
("Business Associate").
RECITALS:
WHEREAS, Business Associate performs or assists in performing a function or activity
on behalf of Covered Entity that involves the use and/or disclosure of the Covered Entity's
"protected health information" (such information, as defined in 45 C.F.R. 160-103, as such
provision is currently drafted and if applicable subsequently updated, amended, or revised; referred
to herein as "Protected Health Information" or "PHI"); and
WHEREAS, the parties desire to enter into this Business Associate Agreement to govern
the use and/or disclosure of Protected Health Information as required by the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for
Economic and Clinical Health Act ("HITECH"), the Standards for Privacy of Individually
Identifiable Health Information (the "Privacy Rule"), and the Security Standards for the Protection
of Electronic Protected Health Information (the "Security Rule") promulgated thereunder
(collectively, the "HIPAA Privacy Rules and/or Security Standards").
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. When used in this Agreement and capitalized, the following terms
have the following meanings:
(a) "Breach" shall have the same meaning as the term "Breach" in 45 C.F.R.
§ 164.402.
(b) "Electronic Protected Health Information" or "ePHI" shall mean
Protected Health Information transmitted by electronic media or maintained in electronic
media.
(c) "Individual" shall have the same meaning as the term "Individual" in 45
C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in
accordance with 45 C.F.R. § 164.502(g).
(d) "Privacy Rule" shall mean the Standards for Privacy of Individual
Identifiable Health Information as set forth at 45 C.F.R. Parts 160 and 164 Subparts A and
E.
(e) "Protected Health Information" or "PHI" shall have the same meaning as
the term "protected health information" in 45 C.F.R. § 160.103, limited to the information
created or received by Business Associate from or on behalf of Covered Entity.
(f) "Required by Law" shall have the same meaning as the term "required by
law" in 45 C.F.R. § 164.103.
City of Fort Worth Business Associate Agreement Page 1 of 9
(g) "Secretary" shall mean the Secretary of the Department of Health and
Human Services or his or her designee.
(h) "Security Incident" shall mean any attempted or successful unauthorized
access, use, disclosure, modification or destruction of information or systems operations in
an electronic information system.
(i) "Security Rule" shall mean the Standards for Security of PHI, including
ePHI, as set forth at 45 C.F.R. Parts 160 and 164 Subparts A and C.
0) "Unsecured Protected Health Information" shall mean protected health
information that is not rendered unusable, unreadable, or indecipherable to unauthorized
persons through the use of a technology or methodology specified by the Secretary.
Terms used but not defined in this Agreement shall have the same meaning as those terms
in the HIPAA Privacy Rules and/or Security Standards.
2. Obligations and Activities of Business Associate Regarding PHI.
(a) Business Associate agrees not to use or further disclose PHI other than as
permitted or required by this Agreement or as Required by Law.
(b) Business Associate agrees to use appropriate safeguards to prevent use or
disclosure of the PHI other than as provided for by this Agreement.
(c) Business Associate agrees to ensure that any agents, including sub-
contractors (excluding entities that are merely conduits), to whom it provides PHI agree to
the same restrictions and conditions that apply to Business Associate with respect to such
information.
(d) Business Associate agrees to provide access, at the request of Covered
Entity, and in a reasonable time and manner designated by Covered Entity, to PHI in a
Designated Record Set that is not also in Covered Entity's possession, to Covered Entity in
order for Covered Entity to meet the requirements under 45 C.F.R. § 164.524.
(e) Business Associate agrees to make any amendment to PHI in a Designated
Record Set that the Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 in
a reasonable time and manner designated by Covered Entity.
(f) Business Associate agrees to make internal practices, books and records
relating to the use and disclosure of PHI available to the Secretary, in a reasonable time
and manner as designated by the Covered Entity or Secretary, for purposes of the Secretary
determining Covered Entity's compliance with the Privacy Rule. To the extent permitted
by law, Business Associate shall immediately notify Covered Entity upon receipt or notice
of any request by the Secretary to conduct an investigation with respect to PHI received
from the Covered Entity.
(g) Business Associate agrees to document any disclosures of PHI that are not
City of Fort Worth Business Associate Agreement Page 2 of 9
i •:1
excepted under 45 C.F.R. § 164.528(a)(1) as would be required for Covered Entity to
respond to a request by an Individual for an accounting of disclosures of PHI in accordance
with 45 C.F.R. § 164.528.
(h) Business Associate agrees to provide to Covered Entity or an Individual, in
a time and manner designated by Covered Entity, information collected in accordance with
paragraph (g) above, to permit Covered Entity to respond to a request by an Individual for
an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
(i) Business Associate agrees to use or disclose PHI pursuant to the request of
Covered Entity; provided, however, that Covered Entity shall not request Business
Associate to use or disclose PHI in any manner that would not be permissible under the
Privacy Rule if done by Covered Entity.
3. Permitted Uses and Disclosures of PHI by Business Associate.
(a) Business Associate may use or disclose PHI to perform functions, activities
or services for, or on behalf of, Covered Entity in accordance with the terms of this
Agreement, provided that such use or disclosure would not violate the Privacy Rule if done
by Covered Entity.
(b) Business Associate may use PHI for the proper management and
administration of Business Associate and to carry out the legal responsibilities of Business
Associate.
(c) Business Associate may disclose PHI for the proper management and
administration of Business Associate and to carry out the legal responsibilities of Business
Associate if-
(i) such disclosure is Required by Law, or
(ii) Business Associate obtains reasonable assurances from the person to
whom the information is disclosed that such information will remain
confidential and used or further disclosed only as Required by Law or for
the purposes for which it was disclosed to the person, and the person agrees
to notify Business Associate of any instances of which it is aware that the
confidentiality of the information has been breached.
(d) Business Associate shall limit the PHI to the extent practicable, to the
limited data set or if needed by the Business Associate, to the minimum necessary to
accomplish the intended purpose of such use, disclosure or request subject to exceptions
set forth in the Privacy Rule.
(e) Business Associate may use PHI to provide Data Aggregation services to
Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
4. ObliLyations of Covered Entitv ReLyardinLy PHI.
City of Fort Worth Business Associate Agreement Page 3 of 9
(a) Covered Entity shall provide Business Associate with the notice of privacy
practices that Covered Entity produces in accordance with 45 C.F.R. § 164.520, as well as
any changes to such notice.
(b) Covered Entity shall provide Business Associate with any changes in, or
revocation of, authorization by an Individual to use or disclose PHI, if such changes affect
Business Associate's permitted or required uses and disclosures.
(c) Covered Entity shall notify Business Associate of any restriction to the use
or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R.
§ 164.522, if such restrictions affect Business Associate's permitted or required uses and
disclosures.
(d) Covered Entity shall require all of its employees, agents and representatives
to be appropriately informed of its legal obligations pursuant to this Agreement and the
Privacy Rule and Security Standards required by HIPAA and will reasonably cooperate
with Business Associate in the performance of the mutual obligations under this
Agreement.
5. Security of Protected Health Information.
(a) Business Associate represents that it has implemented policies and
procedures to ensure that its receipt, maintenance, or transmission of all PHI, either
electronic or otherwise, on behalf of Covered Entity complies with the applicable
administrative, physical, and technical safeguards required for protecting the
confidentiality, availability and integrity of PHI as required by the HIPAA Privacy Rules
and Security Standards.
(b) Business Associate agrees that it will ensure that agents or subcontractors
agree to implement the applicable administrative, physical, and technical safeguards
required to protect the confidentiality, availability and integrity of PHI as required by
HIPAA Privacy Rules and Security Standards.
(c) Business Associate agrees to report to Covered Entity any Security Incident
(as defined 45 C.F.R. Part 164.304) of which it becomes aware. Business Associate agrees
to report the Security Incident to the Covered Entity as soon as reasonably practicable, but
not later than 10 business days from the date the Business Associate becomes aware of the
incident. Notwithstanding the foregoing, the parties agree that this Section 5(c) constitutes
notice by Business Associate to Covered Entity with respect to any "Unsuccessful Security
Incident," which is defined to mean any Security Incident that does not result in
unauthorized access, use, disclosure, modification or destruction of PHI or interference
with system operations adversely affecting the ability of Business Associate to maintain,
process or safeguard PHI. By way of example, such Unsuccessful Security Incidents may
include: (i) pings on the firewall of Business Associate; (ii) port scans; (iii) attempts to log
on to a system or enter a database with an invalid password or username; (iv) denial -of -
service attacks that do not result in a server being taken off-line; or (v) malware (worms,
viruses, etc.). The parties further agree that with respect to any such Unsuccessful Security
City of Fort Worth Business Associate Agreement Page 4 of 9
• •SI
Incident, no further or more detailed report to Covered Entity is needed or required under
this Agreement.
(d) Business Associate agrees to establish procedures to mitigate, to the extent
possible, any harmful effect that is known to Business Associate of a use or disclosure of
PHI by Business Associate in violation of this Agreement.
(e) Business Associate agrees to notify Covered Entity of any Breach of
Unsecured Protected Health Information (as defined in 45 C.F.R. §§ 164.402 and 164.410)
promptly, but not later than three (3) business days from the discovery of the Breach; and
provide to Covered Entity, to the extent available to Business Associate, all information
required to permit Covered Entity to comply with the requirements of 45 C.F.R. Part 164
Subpart D.
(f) Covered Entity agrees and understands that the Covered Entity is
independently responsible for the security of all PHI in its possession (electronic or
otherwise), including all PHI that it receives from outside sources including the Business
Associate.
6. Term and Termination.
(a) Term. This Agreement shall be effective as of the Effective Date and shall
remain in effect until the Business Associate relationship with the Covered Entity is
terminated in accordance with this Section 6 herein, and all PHI is returned, destroyed or
is otherwise protected as set forth in Section 6(e).
(b) Termination for Cause by Covered Entity. Upon Covered Entity's
knowledge of a material breach by Business Associate, Covered Entity shall provide an
opportunity for Business Associate to cure the breach. If Business Associate does not cure
the breach within 30 days from the date that Covered Entity provides notice of such breach
to Business Associate, Covered Entity shall have the right to immediately terminate this
Agreement and any existing underlying services agreement between Covered Entity and
Business Associate.
(c) Termination by Business Associate. This Agreement may be terminated
by Business Associate upon 30 days prior written notice to Covered Entity in the event that
Business Associate, acting in good faith, believes that the requirements of any law,
legislation, consent decree, judicial action, governmental regulation or agency opinion,
enacted, issued, or otherwise effective after the date of this Agreement and applicable to
PHI or to this Agreement, cannot be met by Business Associate in a commercially
reasonable manner and without significant additional expense.
(d) Termination for Convenience. Either party may terminate this Agreement
for convenience, for any reason, upon sixty (60) days written notice to the other party.
(e) Effect of Termination. Upon termination of this Agreement for any reason,
at the request of Covered Entity, Business Associate shall return or destroy all PHI received
from Covered Entity, or created or received by Business Associate on behalf of Covered
City of Fort Worth Business Associate Agreement Page 5 of 9
Entity. Business Associate shall not retain any copies of the PHI unless return or
destruction is deemed infeasible. If the return or destruction of PHI is infeasible, Business
Associate shall extend the protections of this Agreement to such PHI and limit further uses
and disclosures of such PHI to those purposes that make the return or destruction infeasible,
for so long as Business Associate maintains such PHI. For purposes of illustration only
and not to limit the set of circumstances that could potentially make return or destruction
infeasible, it would be infeasible for Business Associate to return or destroy certain PHI
that is part of work product that must be retained for document retention/archival purposes,
as well as PHI that is stored as a result of backup e-mail systems that store e-mails for
emergency backup purposes.
7. Amendment.
The parties may agree to amend this Agreement from time to time in any other respect that
they deem appropriate. This Agreement shall not be amended except by written instrument
executed by the parties.
8. Indemnification.
Business Associate shall indemnify and hold harmless Covered Entity from and against
any and all costs, expenses, claims, demands, causes of action, damages, attorneys' fees and
judgments that arise out of or that may be imposed upon, incurred by, or brought against Covered
Entity to the extent directly resulting from a breach of this Agreement or any violation of the
Privacy Rule or other applicable HIPAA regulations by Business Associate. The indemnification
obligations provided for in this Section will commence on the effective date of this Agreement and
will survive its termination.
9. Severability.
The parties intend this Agreement to be enforced as written. However, (i) if any portion or
provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized
court having jurisdiction, then the remainder of this Agreement, or the application of such portion
or provision in circumstances other than those as to which it is so declared illegal or unenforceable,
will not be affected thereby, and each portion and provision of this Agreement will be valid and
enforceable to the fullest extent permitted by law; and (ii) if any provision, or part thereof, is held
to be unenforceable because of the duration of such provision, the Covered Entity and the Business
Associate agree that the court making such determination will have the power to modify such
provision, and such modified provision will then be enforceable to the fullest extent permitted by
law.
10. Notices.
All notices, requests, consents and other communications hereunder will be in writing, will
be addressed to the receiving party's address set forth below or to such other address as a party
may designate by notice hereunder, and will be either (i) delivered by hand, (ii) made facsimile
transmission, (iii) sent by overnight courier, or (iv) sent by registered mail or certified mail, return
receipt requested, postage prepaid.
City of Fort Worth Business Associate Agreement Page 6 of 9
If to the Covered Entity:
City of Fort Worth
ATTN: Assitant City Manager for HR
100 Fort Worth Trail
Fort Worth, Texas 76102
with copy to:
City Attorney's Office at same address
11. Regulatory References.
If to the Business Associate:
Form Health Inc
David Thompson Chief Legal Officer
109 State St 5th Floor
Boston, MA 02109
via email: legaMformhealth.co
A reference in this Agreement to a section in the Privacy Rule means the referenced section
or its successor, and for which compliance is required.
12. Headings and Cautions.
The headings and captions of the various subdivisions of the Agreement are for
convenience of reference only and will in no way modify or affect the meaning or construction of
any of the terms or provisions hereof.
13. Entire Agreement.
This Agreement sets forth the entire understanding of the parties with respect to the subject
matter set forth herein and supersedes all prior agreements, arrangements and communications,
whether oral or written, pertaining to the subject matter hereof.
14. Binding Effect.
The provisions of this Agreement shall be binding upon and shall inure to the benefit of
both parties and their respective successors and assigns.
15. No Waiver of Rights. Powers and Remedies.
No failure or delay by a party hereto in exercising any right, power or remedy under this
Agreement, and no course of dealing between the parties hereto, will operate as a waiver of any
such right, power or remedy of the party. No single or partial exercise of any right, power or
remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps
to enforce any such right, power or remedy, will preclude such party from any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder. The election of
any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other
available remedies. No notice to or demand on a party not expressly required under this Agreement
will entitle the pa ty eceiving s ch notice o demand to any othe o f the notice o demand in
similar or other circumstances or constitute a waiver of the right of the party giving such notice or
demand to any other or further action in any circumstances without such notice or demand. The
terms and provisions of this Agreement may be waived, or consent for the departure therefrom
granted, only by written document executed by the party entitled to the benefits of such terms or
City of Fort Worth Business Associate Agreement Page 7 of 9
provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent
with respect to any other terms or provisions of this Agreement, whether or not similar. Each such
waiver or consent will be effective only in the specific instance and for the purpose for which it
was given, and will not constitute a continuing waiver or consent.
16. Governing Law; Venue.
This Agreement will be governed by and construed in accordance with the laws of the
State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of
the execution, performance, attempted performance of this Agreement, venue for said action
shall lie in Tarrant County, Texas.
17. Interpretation.
It is the parties' intent to comply strictly with all applicable laws, including without
limitation, HIPAA, state statutes, or regulations (collectively, the "Regulatory Laws"), in
connection with this Agreement. In the event there shall be a change in the Regulatory Laws, or
in the reasoned interpretation of any of the Regulatory Laws or the adoption of new federal or state
legislation, any of which are reasonably likely to materially and adversely affect the manner in
which either party may perform or be compensated under this Agreement or which shall make this
Agreement unlawful, the parties shall immediately enter into good faith negotiations regarding a
new arrangement or basis for compensation pursuant to this Agreement that complies with the law,
regulation or policy and that approximates as closely as possible the economic position of the
parties prior to the change. In addition, the parties hereto have negotiated and prepared the terms
of this Agreement in good faith with the intent that each and every one of the terms, covenants and
conditions herein be binding upon and inure to the benefit of the respective parties.
18. Review of Counsel.
The parties acknowledge that each party and its counsel have had the opportunity to review
and revise this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation
of this Agreement or exhibits hereto.
19. Signature Authoritv.
The person signing this Agreement hereby warrants that he or she has the legal authority
to execute this Agreement on behalf of his or her respective party, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the entity. The
other party is fully entitled to rely on this warranty and representation in entering into this
Agreement.
IN WITNESS WHEREOF, and intending to be legally bound hereby, each party
he eto wa ants an ep esents that this Ag eement has been ly a tho ize by all necessa y
corporate action and that this Agreement has been duly executed by and constitutes a valid and
binding agreement of that party. All signed copies of this Agreement will be deemed
originals. Signed signature pages may be transmitted by facsimile or e-mail, and any such
signature shall have the same legal effect as an original signature.
City of Fort Worth Business Associate Agreement Page 8 of 9
IN WITNESS WHEREOF, the parties have executed this Business Associate
Agreement as of the Effective Date.
COVERED ENTITY: CITY OF FORT CONTRACT CO LIANCE MANAGER:
WO TH:
By signing I acknowledge that I am the person
responsible for the monitoring and
Na T) administration of this contract, including
Name: ensuring all performance and reporting
Title: Assistant City Manager requirements.
Date:
APPROVAL RECO NDED:
By:
Gea�reiirL
Name:
Title:
--)`r/c),&../ant Director.
H
ATTEST:
o F FOR}IlnnA
oo=^ ka
pie o9Pd
C��I �AS�A,
QnnnnnEzpgbbgd
By:
Name:
Title:
City Secretary
BUSINESS ASSOCIATE:
By:
Name: Derek Rowley (Jul 17, 20011:15 PDT)
Title:
By: ,Arse AG %cam
Name: v
Title: Wellness & EAP Coordinator
APPROVED AS TO FORM AND LEGALITY:
By. Ga GfJah�
Name:
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
No M&C Required
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City of Fort Worth Business Associate Agreement Page 9 of 9
7/17/25, 9:35 AM 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 25- 13P25-0021 WEIGHT
DATE: 4/8/2025 NO.: 0298 LOG NAME: MANAGEMENT PROGRAM
EC HR
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (ALL) Authorize Execution of Non -Exclusive Agreements with Multiple Vendors for Weight
Management Programs in a Combined Annual Amount Up to $400,000.00 for the Initial
Term and Authorize Four One -Year Renewal Options for the Same Annual Amount for the
Human Resources Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of non-exclusive agreements with multiple vendors for weight
management programs in a combined annual amount up to $400,000.00 for the initial term and authorize up to four one-
year renewal options for the same annual amount for the Human Resources Department.
DISCUSSION:
The purpose of this Mayor & Council Communication (M&C) is to authorize the execution of annual agreements with
FoodRX and Al, Inc., Noom, Inc., and Form Health, Inc. for weight management programs for City employees. These
programs will support the City's health plan by providing employees with options for a program which best fits their
individual needs. The Purchasing staff issued Request for Proposals (RFP) No. 25-0021. The RFP consisted of detailed
specifications describing the responsibilities and requirements to provide these services.
The RFP was advertised in the Fort Worth Star -Telegram on November 6, 2024, November 13, 2024, November
20, 2024, November 27, 2024, and December 4, 2024. The City received fifteen (15) responses. W.W. International, dba
Weight Watchers for Business was deemed non -responsive for failing to submit RFP-08 Qualification Questionnaire and
Requirements, and their proposal was therefore not evaluated further.
An evaluation panel, consisting of members of the Human Resources Department reviewed and scored the submittals
using the Best Value criteria.
The individual scores were averaged for each of the criteria and the final scores are listed in the table below:
Proposer
Evaluation Factors
Total
Rank
a
b
c
d
FoodRX and Al, Inc.
30.33
17.33
26.00
15.00
88.67
1
Noom Inc.
30.33
16.67
26.00
6.64
79.64
2
Form Health, Inc.
30.33
16.67
26.00
.81
73.81
3
Omada Health
26.83
16.00
25
4.01
71.84
4
Ilant Health
28.00
13.33
22
.18
63.51
5
Wellness Coaches USA, LLC
26.83
14.67
25
*
66.5
6
Trestle Tree
24.5
16
25
*
65.5
7
Welldoc 24.5
15.33 20
*
59.83
8
MiLEO Solutions, LLC
24.5
8
17
*
49.5
9
DFW Endocrinology
16.33
13.33
19
*
48.66
10
Well Beats, a Lifespeak Co.
22.17
9.33
17
*
48.50
11
Abacus Health Solutions, LLC
18.67
11.33
16
*
46
12
Sarah Jane Fitness, LLC
17.5
9.33
16
*
42.83
13
Coastal Medical + Wellness
14
11.33
13.33
**
38.66
**
* Not selected for interviews prior to pricing review,
therefore no cost of services
points
were allocated, and only the
second round of technical scoring is shown.
apps.cfwnet.org/council_packet/mc_review.asp? I D=33161
&cou ncildate=4/8/2025
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M&C Review
** Did not achieve the minimum technical score of 42.5 points required to move forward and therefore did not
receive cost of services points or a ranking.
Best Value Criteria:
a.) Member Experience and Enhancements
b.) Medical Research Supported Program
c.) Experience and Qualifications of the Program and Staff
d.) Cost of Services
The panel decided to interview and request Best and Final offers (BAFOs) from the proposers who achieved the top 5
technical scores. After the interviews, a third round of scoring was conducted and the panel concluded that Food RX and
Al, Inc., Noom, Inc., and Form Health, Inc. present the best value for the City. Therefore, the panel recommends that the
City Council authorize non-exclusive agreements with Food RX and Al, Inc., Noom, Inc., and Form Health, Inc. Staff
certifies that the recommended vendor's bids met specifications. No guarantee was made for a specific amount of
services or goods that would be purchased.
FUNDING: The maximum amount allowed under this agreement will be up to $400,000.00; however, the actual amount
used will be based on the need of the department and available budget. Funding is budgeted in the General Operating &
Maintenance category in the Group Health Insurance Fund for the Human Resources Department.
DVIN-BE: This solicitation was reviewed by The Business Equity 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.
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.
AGREEMENT TERMS: Upon City Council approval this agreement shall begin upon execution and expire one year from
that date.
RENEWAL TERMS: This agreement may be renewed for up to four (4) additional, one-year terms. This action does not
require specific City Council approval provided the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in
the Group Health Insurance Fund to support the approval of the above recommendation and award of the contracts. Prior
to any 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 Citv Manager's Office bv:
Originating Department Head:
Additional Information Contact:
Program Activity Budget I Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference # Amount
Year I (Chartfield 2)
Reginald Zeno (8517)
Jesica McEachern (5804)
Reginald Zeno (8517)
Dianna Giordano (7783)
Brandy Hazel (8087)
Eugene Chandler (2057)
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M&C Review
ATTACHMENTS
1295 Form Noom.pdf (CFW Internal)
13P25-0021 WEIGHT MANAGEMENT PROGRAM EC HR funds avail.docx (CFW Internal)
Copy of FID table Weight Mgmt Program 2025.xlsx (CFW Internal)
Delaware EntitvSearchStatusCopy February 20 2025.pdf (Public)
FOOD RX 1295.pdf (CFW Internal)
Food RX SAMs .pdf (CFW Internal)
Form 1295 Certificate 101325618 Form Health 20250221.pdf (CFW Internal)
Form Health SAM.aov Search.pdf (CFW Internal)
Form Sec of State MA Corporations Search Entitv Summarv.pdf (Public)
NJ Sec of State.pdf (Public)
Request for BE Waiver Final-CC.pdf (CFW Internal)
SAM.gov Noom.pdf (CFW Internal)
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