Loading...
HomeMy WebLinkAbout064283 - General - Contract - Noom (2)Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 64283 City Secretary Contract No. FORT WORTH,, NON-EXCLUSIVE VENDOR SERVICES AGREEMENT This NON-EXCLUSIVE 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 Noom, Inc. ("Vendor" or "Noom"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Noom shall provide to those users designated by the City to be eligible to use the Noom services (the "Eligible Users") (a) access to the Noom health and wellness mobile application and related website; and (b) content accessed from such application or website ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. Vendor acknowledges that 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. Noom shall provide (i) Eligible Users with access to the Services specified in an Order and (ii) City with a limited, non-exclusive, non-sublicensable, non -transferable license during the Subscription Term of the Agreement to Reports solely for its internal business purposes. Each Eligible User must acknowledge receipt of and consent to the Privacy Policy and accept the applicable Noom terms and conditions prior to using the applicable Services and must remain in compliance with the terms and conditions while using the Services. THE SERVICES DO NOT MAKE A MEDICAL DIAGNOSIS, PROVIDE MEDICAL CARE OR CLINICAL TREATMENT, OR PRESCRIBE MEDICATIONS AND SHOULD IN NO WAY BE CONSIDERED A REPLACEMENT FOR MEDICAL ADVICE OR ACTION IN ORDER TO CURE, TREAT, OR PREVENT DISEASES OF ANY NATURE. EMPLOYER WILL NOT USE ANY SERVICES IN THE TREATMENT OR MANAGEMENT OF ANY DISEASES OR CONDITIONS. Noom Weight: A digital behavior change program designed to support weight management through coaching, lifestyle change strategies, educational content, and member engagement tools. City shall provide to Noom membership verification files ("Eligibility Files"), in the format requested by Noom, for each Eligible User upon the Eligible User's initial eligibility (as determined by the Parties collaboratively) for the Services and periodically thereafter per the agreed upon terms between the Parties or within a reasonable time period after a request from Noom. Eligibility Files shall include Eligible User names, emails, and any other information required to ensure timely billing and provision of access to the Services. City will be directly responsible to Noom with respect to all actions and/or inactions of its Eligible Users of the Services. Noom may rely upon all information provided in the Eligibility Files and shall not be liable for any issues arising from an error in the Eligibility Files. If an individual listed in the Eligibility Files as an Eligible User is later determined by Customer not to be eligible for the Services, City shall be responsible for the cost of any Platform Services provided to such individual from the date in which they were initially identified as an Eligible User until such time as City informs Noom of the error and provides OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 13 FT. WORTH, TX Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. a corrected Eligibility File. Each of City's Eligible Users of the Services must, at minimum, (a) be a current employee (or covered dependent if agreed by the Parties in the Order) of City using the Services only on City's behalf, and (b) be bound by the terms set forth in Noom's terms and conditions. To the extent that Noom processes Eligibility Files pursuant to providing the Noom Services, such data shall be subject to the DPA located at https://www.noom.com/b2b-data-processing-addendum/ (pw: noomb2bdpa2024). Vendor owns and retains all right, title, and interest in and to all intellectual property rights in the Services and that it owned or developed prior to the Effective Date, or acquired or developed after the Effective Date. Noom owns all right, title and interest, including all intellectual property rights in the Services, reports, and any other information, program, or marketing materials provided by Noom to City or its Eligible Users. All rights not expressly granted herein are reserved and retained by Noom and its licensors and successors. 2. Term. This Agreement begins on September 1, 2025 ("Effective Date") and expires at the end of the 12 -month Subscription Term detailed in the Order in Exhibit "A", unless terminated earlier in accordance with this Agreement ("Initial Term"). The Parties will have the option to renew this Agreement under the same terms and conditions upon mutual written agreement, subject to mutually agreed pricing updates) for up to four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 3.1 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. Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement or an Order 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. 3.2 Claims Billing. City hereby authorizes Noom to prepare, process, and submit all requests for payment via claims submission directly to Employer's health plan third party administrator (TPA), pharmacy benefits manager (PBM), insurer, or carrier, or otherwise indirectly through its third -party claims billing vendor (each an "Administrator"). Employer and Administrator acknowledge that Noom will engage a third -party to serve as a claims billing processor for administering and facilitating payment per this Claims Billing Section. 3.2.1 Claims Submission. Claims must be submitted no later than one hundred and twenty (120) days after the date the Eligible User triggers the engagement threshold measuring receipt of the Services at the end of the respective calendar month. City will compensate Noom for clean claims at the rate detailed in the applicable Order. Vendor Services Agreement Page 2 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. 3.2.2 Claims Payment Period. City or Administrator will pay or deny all claims within thirty (30) days from receipt of a clean claim. City specifically acknowledges and agrees it is responsible for paying all fees identified herein to Noom. 3.2.3 Claims Dispute Resolution. Noom will have one -hundred twenty (120) days from receipt of a claim's payment or denial to appeal the decision or payment amount in writing. City and/or Administrator will review the appeal and issue a decision within thirty (30) days. If further information is needed, City will request it within thirty (30) days and Noom will have thirty (30) days to respond. Failure to respond within the specified timeframe will result in the appeal being closed and a new request must be made for further consideration. 3.2.4 Additional Claims Billing Information. Noom will add any third -party payor payments to the file of the appropriate user. As such, Noom may also (but is under no obligation to) bill the Employer and/or user directly should there be an outstanding balance the third -party payor or Administrator doesn't cover within the payment period described in this clause. City or Administrator will provide Noom with all required information, records, documentation (including explanation of benefits forms, as needed) and assistance needed to enable Noom to be paid its fees per the Claims Billing process. City and Administrator are responsible for ensuring the accuracy of the information and records provided to Noom for processing of Claims Billing for its users and for all submissions made by Noom pursuant to this Claims Billing Section, and Noom will not be responsible for any such errors in any such information and records 4. Termination. 4.1 Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 90 days' prior written notice, provided that if any Order remains in effect on the date of any such termination, the Parties shall continue to perform their obligations until the expiration or termination of the last such Order entered into under this Agreement ("Term"). 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 Obligations of the Parties. If applicable, 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 reports 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 (except to the extent kept as a backup in the ordinary course of business or as required by applicable law). 5. Disclosure of Conflicts and Confidential Information. Vendor Services Agreement Page 3 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. 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. Subject to Section 5.3, each party, for itself and its officers, agents and employees, agrees that it will treat all non-public information provided to it by the other Party as confidential ("Confidential Information") and will not disclose any such information to a third party without the prior written approval of the other Party. 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 fmal 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. Upon receiving Vendor's prior written approval, 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 Vendor Services Agreement Page 4 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. 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 - TO THE EXTENT ALLOWED UNDER THE LAW, EACH PARTY WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPER TYDAMA GE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED BY THE GROSSLYNEGLIGENTACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE ANY PARTY FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING B UT NOT LIMITED TO LOST REVENUES, PROFITS, OR GOODWILL, ARISING OUT OF THE FURNISHING, PERFORMANCE, OR USE OFANYPRODUCTS OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. VENDOR'S LIABILITY FOR DIRECT DAMAGESARISING OUT OF THISAGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED $400,000.00. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. 8.2 GENERAL INDEMNIFICATION - TO THE EXTENT ALLOWED UNDER THE LAW, EACH PARTYHEREBY CO VENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESSAND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMA GE OR LOSS (INCLUDING ALLEGED DAMA GE 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 THISAGREEMENT, TO THE EXTENT CAUSED BY THE GROSSLY 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 third -party claim or action brought against City for infringement of any U.S. 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 Vendor Services Agreement Page 5 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. 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 in Vendor's reasonable opinion likely to be infringing or otherwise 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 discretion, 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 or commercially viable to Vendor, then terminate this Agreement, and refund all unused amounts paid to Vendor by City. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City; provided that, notwithstanding the foregoing, Vendor may assign this Agreement to an affiliate or successor corporation through merger, consolidation, transfer, or any other change in control upon prior written notice. 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. 10. Insurance. Vendor will provide City with a copy of its 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: Vendor Services Agreement Page 6 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be maintained for the duration of the contractual agreement and for following completion of services provided. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The 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. 11. Compliance with Laws, Ordinances, Rules and Regulations. Each Party 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 either Party notifies the other Party of any violation of such laws, ordinances, rules or regulations, the other Party 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. Vendor Services Agreement Page 7 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. 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: Noom, Inc. Attn: Legal One Palmer Square, Suite 441 Princeton, New Jersey 08542 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. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the Vendor Services Agreement Page 8 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. 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 performed in accordance with the terms of this Agreement and any documentation provided by Vendor to City. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform 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. [Reserved] 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. Failure to provide the specified documentation so may delay future invoice payments. Vendor Services Agreement Page 9 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. 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 Vendor Services Agreement Page 10 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. the Agreement. 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement Page 11 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Dianna Giordano (Nov 12, 2025 12:08:25 CST) Name: Title: Assistant City Manager Date: APPROVAL RECOMMENDED: By: Name: Title: Assistant Director HR ATTEST: oo��ortre�°a qb. �9d0 0�8. gV PaQnnX�sq By: Name: Title City Secretary VENDOR: Noom, Inc Name: Rachel Feferman Na_ Title: Head of Sales 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: Kelly Lane Benefits Manager Title: APPROVED AS TO FORM AND LEGALITY: By: Name: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-0298 Form 1295: nr in EXHIBIT A Title: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 12 of 13 Docusign Envelope ID: 532760AD-B11C-4A3B-B074-8C7CF8CF8E95 City Secretary Contract No. ENTERPRISE (PMPM) ORDER [Incorporated by reference] Vendor Services Agreement Page 13 of 13 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into on this 1St day of January, 2026 (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 Noom, Inc. ("Business Associate") in connection with Covered Entity's use of Noom's services, including without limitation access to the Noom mobile health and wellness application and platform, and the content thereon, and supplements and amends the Non-exclusive Vendor Services Agreement and applicable Order(s) entered by and between the Parties (collectively, the "Underlying Agreement"). 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. City of Fort Worth Business Associate Agreement Page 1 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 (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. (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. (j) "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 subcontractors (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. City of Fort Worth Business Associatc Agrccmcnt Pagc 2 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 (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. 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 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) Upon Covered Entity's written request, 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 or as permitted by Law; 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. City of Fort Worth Business Associatc Agrccmcnt Pagc 3 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 (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. Obligations of Covered Entity Reaardina PHI. (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 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 in accordance with 45 C.F.R. § 164.410. Business Associate agrees to report the Security Incident to the Covered Entity City of Fort Worth Business Associatc Agrccmcnt Pagc 4 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 as soon as reasonably practicable, but not later than 10 business days from the date the Business Associate becomes aware of the incident. (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 in accordance with 45 C.F.R. § 164.410. (e) Business Associate agrees to immediately notify Covered Entity upon discovery of any Breach of Unsecured Protected Health Information (as defined in 45 C.F.R. §§ 164.402 and 164.410) 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) 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 Entity. Business Associate shall not retain any copies of the PHI unless return or City of Fort Worth Business Associate Agreement Page 5 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 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 and Limitation of Liability. For the avoidance of doubt, the indemnification obligations of the parties and claims arising out of breaches of this Agreement shall be subject to the indemnification provision and exclusions and limitation of liability set forth in the Underlying Agreement. 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. If to the Covered Entity: If to the Business Associate: City of Fort Worth Business Associatc Agrccmcnt Pagc 6 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 City of Fort Worth ATTN: Assitant City Manager for HR 100 Fort Worth Trail Fort Worth, Texas 76102 with copy to: With copy to Fort Worth City Attorney's Office at same address City Attorney's Office at same address 11. Regulatory References. Noom, Inc. ATTN: Legal Department One Palmer Square, Suite 441 Princeton, New Jersey 08542 Email:legal@noom.com 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 Captions. 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 party receiving such notice or demand to any other or further notice or 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 provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent City of Fort Worth Business Associatc Agrccmcnt Pagc 7 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 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 Underlying Agreement. 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 Authority. 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. City of Fort Worth Business Associate Agreement Page 8 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 IN WITNESS WHEREOF, and intending to be legally bound hereby, each party hereto warrants and represents that this Agreement has been duly authorized by all necessary 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. IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as of the Effective Date. COVERED ENTITY: By: Dianna Giordano (Nov 122.2025 12:08:25 CST) Name: Title: Assistant City Manager ATTEST: Jannette S. Goodall, City Secretary APPROVED AS TO FORM AND LEGALITY: Jessika J. Williams, Assistant City Attorney CONTRACT COMPLIANCE MANAGER: [NAME, TITLE] BUSINESS ASSOCIATE: is LuLFflt Name: Rachel Feferman Title: Head of Sales City of Fort Worth Business Associate Agreement Page 9 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 CONTRACT AUTHORIZATION: No M&C Required City of Fort Worth Business Associate Agreement Page 10 of 10 Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 One Palmer Square, Suite 441 Princeton, New Jersey 08542 Enterprise (PPPM) Order # 1 Bill To City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 United States Ship To City of Fort Worth 200 Texas Street, Fort Worth, Texas 76102 United States Start Date Subscription Billing Renewal Term Payment Terms PO Required? Term Frequency January 1, 12 months Monthly, 12 months Net 30 Yes 2026 In Arrears Service Estimated User Population Engagement Fee Total Fees ($USD) (Per Participant (PPPM) Per Month) Noom Weight 8,167 $50.00 / month To be determined monthly based on Engagement Fee for the applicable Actively Engaged Users during the previous month. TERMS & CONDITIONS • Agreement. The parties agree City of Fort Worth (the "Employer") shall purchase the Services above and is legally bound by the Master Services Agreement # IC -423 by and between the parties and this Order, including any schedules, exhibits, attachments and addenda hereto (the "Agreement"). Where the terms of the Master Services Agreement and this Order contradict, this Order shall govern. The Agreement constitutes the entire agreement between the parties for the Services above and cannot be modified without both parties' prior written consent, including any terms in any purchase order. • Term. The term of this Order ("Subscription Term") commences on the Start Date and expires at the end of the Subscription Term. The Subscription Term shall automatically renew for the Renewal Term for Services unless either Party provides written notice of non -renewal at least ninety (90) days prior to the end of the then -current Docusign Envelope ID: D682627D-9A79-48DB-A237-4E4DFF003227 Subscription Term. • Fees. Upon execution of this Order and for each Renewal Term, Employer shall pay the Total Fees at the Billing Frequency set forth above. All fees hereunder are payable by ACH, wire transfer, or as otherwise stated in the applicable invoice. For the avoidance of doubt, an Enrollment Fee will only be assessed the month an Eligible User completes enrollment or reenrollment, and the Engagement Fee will only be assessed in the months an Eligible User is an Actively Engaged User (including the month of enrollment or reenrollment). Beginning with the Renewal Term (as applicable), the above Pricing Terms shall increase by five percent (5%) annually on each anniversary of the Start Date. "Actively Engaged User" means an Eligible User that has actively participated in the Platform Services in the applicable month (including without limitation reading an article, interacting with a coach, tracking food, or other similar indicators of active use as reasonably determined by Noom). • Claims Billing. Employer has elected to have Noom submit applicable claims directly to Employer's health plan, third party administrator (TPA), pharmacy benefits manager (PBM), insurer, or carrier, or otherwise indirectly through its third -party claims billing vendor (each an "Administrator"). Noom will use the following CPT Code(s): S9449. • Eligible User Population. Employer represents and warrants that the Maximum User Count is the true and accurate number of the maximum Eligible Users that could access the Services as of the Start Date (e.g., for an employee wellness program, the total number of employees) and shall provide an updated number each and every three (3) months of the Subscription Term. An individual is deemed an Eligible User once they have redeemed their unique identifier to access the Services. Upon redemption of the unique identifier, the individual shall be an Eligible User for the duration of the Subscription Term and their access may not be transferred to another individual. • Reporting. On a quarterly basis, Noom shall provide to Employer, in a format mutually agreed by the Parties, Noom's standard aggregated utilization reports. • Devices. Should Noom distribute any devices as part of the Services, including without limitation scales provided to Eligible Users pursuant to the Noom Med program (as applicable), Employer will be responsible for the cost of the devices (including sales tax) unless otherwise agreed by the Parties in writing. Where appropriate pursuant to its refurbishment program, Noom, through itself or any of its third -party device vendors, reserves the right in its sole discretion to request that Eligible Users return devices if no longer enrolled in a Noom Service or has stopped engaging in the Noom Service. Acknowledged and Agreed: Noom, Inc. Employer: City of Fort Worth Name: Rachel Feferman Name: Title: Head of Sales Dianna for ano(Nov Title: Date: 9/14/2025 Date: 10/8/25, 9:52 AM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 4/8/2025 REFERENCE NO.: Official site of the City of Fort Worth, Texas FORT WORT I_I **M&C 25- 13P25-0021 WEIGHT 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 ' 30.33 17.33 F 26.00 '15.00 I Total Rank I FoodRX and Al, Inc. 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 I 3 Omada Health 26.83 16.00 25 4.01 71.84 4 Ilant Health 28.00 13.33 22 .18 63.51 I 5 Wellness Coaches USA, LLC 26.83 14.67 25 66.5 I 6 Trestle Tree 24.5 16 25 * 65.5 7 Welldoc 24.5 15.33 20 * 59.83 I 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 11.33 16 * 9.33 16 11.33 13.33 ** 48.50 11 Abacus Health Solutions, LLC 18.67 46 12 Sarah Jane Fitness, LLC 17.5 Coastal Medical + Wellness 14 42.83 13 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?ID=33161 &councildate=4/8/2025 1/3 10/8/25, 9:52 AM 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 Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by Originating Department Head: Additional Information Contact: Reginald Zeno (8517) Jesica McEachern (5804) Reginald Zeno (8517) Dianna Giordano (7783) Brandy Hazel (8087) Eugene Chandler (2057) apps.cfwnet.org/council_packet/mc_review.asp?ID=33161 &councildate=4/8/2025 2/3 10/8/25, 9:52 AM ATTACHMENTS M&C Review 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 EntitySearchStatusCopy February 20 2025.pdf (Public) FOOD RX 1295.p(CFW Internal) Food RX SAMs .pdf (CFW Internal) Form 1295 Certificate 101325618 Form Health 20250221.pdf (CFW Internal) Form Health SAM.gov Search.pdf (CFW Internal) Form Sec of State MA Corporations Search Entity Summarypdf (Public) NJ Sec of State.pdf (Public) Request for BE Waiver Final-CC.pdf (CFW Internal) SAM.gov Noom.pdf (CFW Internal) apps.cfwnet.org/council_packet/mc_review.asp?ID=33161 &councildate=4/8/2025 3/3 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Noom Subject of the Agreement: Weight Management Provider M&C Approved by the Council? * Yes m No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No m If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No m If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No m If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 01/01/2026 Expiration Date: 12/31/2026 If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No m *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes m No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.