HomeMy WebLinkAboutContract 63892CSC No. 63892
DIGBI HEALTH MASTER SERVICES AGREEMENT
This DIGBI HEALTH MASTER SERVICES AGREEMENT ("Agreement") is made and entered
into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal
corporation, and Food Rx and Al, Inc. DBA Digbi Health, a Delaware corporation located at 800
W. El Camino Real, Mountain View, CA. 94040 ("Digbi Health") ("Vendor"), each individually
referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. Vendor will provide Digital Health services for the treatment and
prevention of caridometabolic conditions ("Services"), as set forth in more detail in Exhibit "A,"
attached hereto and incorporated herein for all purposes. This engagement is non-exclusive,
and City may engage other vendors to provide similar services. In the event of any conflict
between the terms and conditions of the attached Exhibits and the terms and conditions
set forth in the body of this Agreement, the terms and conditions of this Agreement
control.
2. Term. This Agreement begins on July, 1st, 2025 ("Effective Date") and expires on June ,
30th, 2026 ("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 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. Total cost per member per year under this Agreement will not exceed One Thousand
Fifty Dollars ($1050.00). 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.
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 30 days' written notice of termination.
4.2 Non-aDDror)riation 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
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 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 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 ANYAND 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 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 andlor documentation to make it non -
infringing, provided that such modification does not materially adversely affect City's
authorized use of the software andlor documentation; or (c) replace the software andlor
documentation with equally suitable, compatible, and functionally equivalent non -
infringing software andlor 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 Assianment. 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.
(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
Employee 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 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 Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local
laws, ordinances, rules and regulations and that any work it produces in connection with this
Agreement will also comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or
regulations, Vendor must immediately desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein,
agrees that in the performance of Vendor's duties and obligations hereunder, it will not
discriminate in the treatment or employment of any individual or group of individuals on any
basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS
NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives or (2) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
To CITY. -
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
With copy to Fort Worth City Attorney's Office at same address
To VENDOR:
Food Al & RX DBA Digbi Health
Attn: Ranjan Sinha
800 West El Camino Real, Suite 180, Mountain View, CA 94040
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.
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 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. Vendor must verify the identity and employment eligibility of
its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (1-9). Upon request by City, Vendor will provide City with copies of all
1-9 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- madefor-h ire" 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" 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.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: Dianna Giordano (Aug 29, 2025 15:43:47 CDT)
Name::_r
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
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: Kelly Lane (rug 28, 2025 09:32:43 CDT)
Title:
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title: Assistant City Attorney
duo NIXd
oAa ao TEznsa CONTRACT AUTHORIZATION:
annnaaaa4
By M&C:s nz
Name Form 1295 :.-0' ed
Title: City Secretary
VENDOR: DIGBI HEALTH
By:
Name:
Title: - j P 6.p Cyk:�
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
DIGBI PROGRAM SERVICES
• Qualifying Participants receive 1 DNA test kit, and 1 Gut Microbiome Test Kit sent to their homes
upon enrollment with self-addressed return envelopes.
• Participants get 12 months of access to the Digbi Mobile App - Android and IoS.
• Participants will get one prescription for a continuous glucose monitor (one, ten-day sensor).
• Coaching: Active management of individuals as part of primary, secondary, or tertiary prevention for
individuals with risk factors or individuals diagnosed with obesity, T21) GI condition, and weight -
related health conditions.
• Personalized Reports: 2-6 weeks after shipping DNA Nutrition and Fitness report Gut Microbiome
Health report
• Personalized Food, Fitness, and Lifestyle recommendations to prevent or slow the course of obesity,
weight, and gut -related inflammatory health conditions or reduce the severity of its pathological
effects.
• Goals Tracking - Health Coaches will ask participants to set goals. Health Tracker Integration
options: Fitbit Scale, Apple Health, Google Health.
• Coach Interaction - Participants will interact with a virtual coach through 1:1 scheduled sessions,
group sessions, text messages, and phone calls.
• Weight Measurement - Participants will be asked to record weight, in pounds, regularly
• Educational Articles - The Health Coach will share educational articles with
participants.
• Meal Logging/Recipe Education - Participants must share their meals' photos. Educational Video
Consumption - Participants will need to watch educational videos.
• Access to a Community featuring: Healthy Habit Challenges, Digbi Buddies (aligned health
conditions), and Community Celebrations.
• Webinar Launch Event featuring Provider and Client (for Enrollees): Why Digbi and Why Gut
Microbiome and Genetics -Based Personalization is a Game Changer for Weight Loss and Reversal of
Health Conditions in Fight to Strengthen Immunity (available live and on -demand
• Reports: Quarterly Population Health Reports, Annual Cost Reduction Reports, Quarterly Utilization
and Engagement Reports
Contract Term: 12 months from July 1, 2025
Implementation Date: July 15t, 2025
Billing Interval: Monthly
Billing Method: Direct
Payment Method: Electronic Transfer
EXHIBIT B
ORDERFORM
Payment Terms: Net 30 days
Annual Increase: 5% Annually
Renewal: In accordance with the Digbi Health Terms and Conditions, the selected services will automatically renew for up to four
additional successive 12 Month term (the "Renewal Term") after the end of the Initial Subscription Term or applicable Renewal Term
unless either party gives written notice to the other party of its intent not to renew at least ninety (90) days prior to the end of the
Initial Term or the then -applicable Renewal Term. Should Client elect to terminate the Agreement after the first year, other than for
cause, the forfeit the Performance Guarantees.
Eligible Participant means an individual who is eligible to open an Account because he or she is 18 years and older and is a
member of Client Health Plan.
Eligibility Criteria for Enrollment in the Digbi Program: The following eligibility criteria are established for enrollment in the Digbi
Program and shall apply to all potential members. These criteria are mutually agreed upon by the parties hereto and may be
amended only by a written agreement duly executed by both parties.
1. Individuals with a Body Mass Index (BMI) of 25 to 30, accompanied by a related comorbidity;
2. Individuals with a Body Mass Index (BMI) of 30 or greater;
3. Individuals diagnosed with Type 2 Diabetes;
4. Individuals with a self -reported gastrointestinal or digestive condition;
5. Individuals currently prescribed medication for obesity, diabetes, or digestive -related illnesses.
Digbi Care — 12-month Chrpnic Disease Condition Mananement Program
"Activated Member" used for billing purposes will be defined as Enrolled
"PPPY" means "Per Participant Per Year" in the Digbi Care Program.
The annual Cost Per Activated Member for the 12-month program starting July 1, 2025, will be an amount up to $1,050.00
Activation Fee = $650.00
Care, billed quarterly at $100, totals $400 for the 12 months*
`Billing for each participant is contingent upon the participant's active enrollment in the Digbi Program. If a participant voluntarily
withdraws, is terminated, or otherwise becomes disenrolled from the Program, all recurring fees attributable to that participant shall
cease as of the effective date of disenrollment, and no further charges shall accrue or be invoiced for that participant thereafter.
Continuation into Year Two Care
Members who successfully complete the initial 12-month program shall be eligible to transition into Year Two Care, to the extent this
Agreement is still in effect. The determination of the appropriate care path for each member will be based on the achievement of
their health goals as identified during the onboarding process.
1. Preventive Care: Members who achieve their specified health goals during the initial program will be enrolled in Preventive Care.
2. Full Spectrum Care: Members who are still in the process of working toward their health goals will be enrolled in Full Spectrum
Care.
Fee Schedule for Year Two Care: Fees for Year Two Care shall be billed upon activation of the respective care path:
Preventive Care: $499
Full Spectrum Care: $875
These terms shall govern the continuation of care under the program and are subject to the general terms and conditions agreed
upon by the parties.
Performance -Based Fee Structure
Digbi agrees to place 50% of its fee at risk contingent upon the satisfaction 500 enrollees and the specified performance criteria.
These performance guarantee criteria are applied to assess member outcomes using both self -reported data (e.g., reductions in
BMI, improvements in mental health, NPS score, and elective procedure avoidance) and claims data (e.g., lower pharmaceutical
expenditures, overall cost reductions). The evaluation is conducted on an aggregate level, after the first year enrollees have
completed 12 months in the Digbi Program. By combining information from member -reported surveys and validated claims sources,
these criteria serve as the standard for measuring overall program success and fulfillment of the stated performance benchmarks.
Digbi must achieve one of the following criteria otherwise, the fee will be at risk.
The performance criteria are as follows:
1. A reduction in Body Mass Index (BMI) by 2.5%.
2. A reduction in Al C levels by 0.50%.
3. A reduction of 20% or more in the following conditions, as measured by corresponding clinical surveys:
Digestive health as measured by FBD QOL and Rome IV Survey for Digbi Digestive, IBS - SSS.
- Sleep quality as measured by the Epworth Sleepiness Scale.
- Mental health (including general anxiety disorder and depression) as measured by the Patient Health Questionnaire (PHQ-9).
Pain as measured by the Pain Quality Assessment Scale (PQAS).
Skin health (specifically psoriasis) as measured by the P-SIM.
4. Reduced pharmaceutical or over the counter (OTC) drug consumption specifically targeted at their diagnosed conditions.
5. Elimination of elective medical procedures such as knee, bariatric, or gastrointestinal procedures, based on patient self -reporting.
6. A reduction in claim spending compared to the previous 12 months.
7. A Net Promoter Score (NPS) of 70 or higher.
These conditions are established to ensure the effectiveness and efficiency of the services provided, aligning the interests of Digbi
with the health outcomes of the participants
This Order Form, together with the Digbi Terms and Conditions (the "Terms and Conditions") attached and incorporated herein as
Exhibit 1 (together, this "Order Form"), form a binding agreement by and between FoodRx and Al DBA Digbi Health, a Delaware
Corporation, located at 800 W El Camino Real, Mountain View, CA. 94040 ("Digbi Health") and the entity identified above ("Client"),
and is entered into and hereby made subject to that certain Digbi Health Master Services Agreement entered into between the
undersigned parties, with effective date of [ ] (the "MSA") . By submitting this Order Form, Client agrees to pay Digbi Health the 1x
Fee per Eligible Participant for all participating members.
Conflicts: Any conflict between this Order Form, the Terms, and the MSA will be resolved applying the following priority:
MSA
Sales Order Form
Terms and Conditions
Capitalized Terms: Capitalized terms not defined in this Order Form have the meanings ascribed to them in the MSA.
The parties hereto have caused their undersigned representatives to execute this Order Form.
8/27/25, 2:27 PM 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.
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&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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