HomeMy WebLinkAboutContract 49578 QM 1 2 3 4 5 City Secretary Contract No.
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PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City" or "Client"), a home-rule municipal
corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and
through Susan Alanis, its duly authorized Assistant City Manager, and HEALTHSPACE USA INC.
("Consultant"), a Virginia corporation, and acting by and through Joseph Willmott its duly authorized
President. City and Consultant are each individually referred to herein as a "party" and collectively
referred to as the "parties." The term "Consultant" shall include the Consultant, its officers, agents,
employees, representatives, contractors or subcontractors. The term "City" shall include its officers,
employees, agents, and representatives.
CONTRACT DOCUMENTS: OFFICIAL RECORD
The Contract documents shall include the following: CITY SECRETARY
FT.WORTH,TX
1. This Agreement for Professional Services
2. Exhibit A— Statement Of Work Plus Any Amendments To The Statement Of Work
3. Exhibit B—Payment Schedule
4. Exhibit C—Milestone Acceptance Form
5. Exhibit D—Network Access Agreement
6. Exhibit E—Signature Verification Form
7. Exhibit F—HSCloud Suite Licensing and Service Agreement
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term "Consultant" or"Contractor" shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services for data management software system. Specifically, Consultant will perform all duties
outlined and described in the Statement Of Work, which is attached hereto as Exhibit "A"and incorporated
herein for all purposes, and further referred to herein as the "Services." Consultant shall perform the Services
in accordance with standards in the industry for the same or similar services. In addition, Consultant shall
perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If
there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall
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control.
2. Term.
This Agreement shall commence upon date of agreement execution ("Effective Date") and shall
expire no later than September 30, 2018 ("Expiration Date"), unless terminated earlier in accordance
with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be
renewed for number of renewals at the City's option, each a "Renewal Term." The City shall provide
Consultant with written notice of its intent to renew at least thirty (30) days prior to the end of each
term.
3. Compensation.
The City shall pay Consultant an amount not to exceed $115,920.00 in accordance with the
provisions of this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and
incorporated herein for all purposes. Consultant shall not perform any additional services for the City not
specified by this Agreement unless the City requests and approves in writing the additional costs for such
services. The City shall not be liable for any additional expenses of Consultant not specified by this
Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of
Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest on late
payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either the City or Consultant 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 Breach. If either party commits a material breach of this Agreement, the non-breaching Party
must give written notice to the breaching party that describes the breach in reasonable detail. The
breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-
breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the
breach within the stated period of time, the non-breaching party may, in its sole discretion, and without
prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement
by giving written notice to the breaching party.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder, the City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up
to the effective date of termination and Consultant shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Consultant has
received access to City information or data as a requirement to perform services hereunder, Consultant
shall return all City provided data to the City in a machine readable format or other format deemed
acceptable to the City.
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5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full
disclosure in writing of any existing or potential conflicts of interest related to Consultant's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials,
or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services
under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials, or methodologies unless the parties have executed a separate written agreement
with respect thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall
treat all information provided to it by the City("City Information")as confidential and shall not disclose
any such information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in
any way. Consultant shall notify the City immediately if the security or integrity of any City information
has been compromised or is believed to have been compromised, in which event, Consultant shall, in
good faith, use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this Agreement,have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Consultant involving transactions relating to this
Agreement at no additional cost to the City. Consultant agrees that the City shall have access during
normal working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. The
City shall give Consultant not less than 10 days written notice of any intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days
written notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor
as to all rights and privileges granted herein, and not as agent, representative or employee of the City.
Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall
have the exclusive right to control the details of its operations and activities and be solely responsible
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for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors.
Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City,
its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants,
contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Consultant. . It is further understood that
the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,
agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers,
agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall 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 or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A.LIABILITY-CONSULTANT SHALL 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 CONSULTANT, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS,AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Consultant warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs,
documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C
each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not
infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any
intellectual property rights or other third party proprietary rights, in the performance of services
under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or the City's continued use of
the Deliverable(s) hereunder.
(iii) Consultant agrees to indemnify,defend, settle,or pay, at its own cost and expense,including the
payment of attorney's fees, any claim or action against the City for infringement of any patent,
copyright, trade mark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if the City
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modifies or misuses the Deliverable(s).So long as Consultant bears the cost and expense of payment
for claims or actions against the City pursuant to this section 8, Consultant shall 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 shall have the right to fully
participate in any and all such settlement, negotiations,or lawsuit as necessary to protect the City's
interest, and City agrees to cooperate with Consultant 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 the City for infringement arising under this Agreement,the City shall 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,Consultant shall fully participate
and cooperate with the City in defense of such claim or action. City agrees to give Consultant timely
written notice of any such claim or action, with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall
not eliminate Consultant's duty to indemnify the City under this Agreement. If the Deliverable(s),
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, Consultant shall, at its
own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the
Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c)
replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-
infringing Deliverable(s) at no additional charge to City; or(d) if none of the foregoing alternatives
is reasonably available to Consultant, terminate this Agreement, and refund all amounts paid to
Consultant by the City, subsequent to which termination City may seek any and all remedies
available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and
Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
MBE Goal - Delete if N/A - In accordance with City of Fort Worth Ordinance No. 20020-12-
2011, the City has goals for the participation of Minority Business Enterprises and Women Business
Enterprises (M/WBE) in City contracts. Consultant acknowledges the M/WBE goal established for this
contract at insert % of goal and its commitment to meet that goal. Any misrepresentation of facts (other
than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in the
termination of this agreement and debarment from participating in city contracts for a period of time of
not less than three(3)years.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do
business in Texas or otherwise approved by the City:
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1. Commercial General Liability
a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and
shall include coverage for personal and advertising injury.
c.Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned,non-owned, or hired vehicles,with a combined limit of not less than
$1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the
amount required by statute.
5. Technology Liability(Errors&Omissions)
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and advertising injury. The umbrella policy
shall cover amounts for any claims not covered by the primary Technology Liability policy.
Defense costs shall be outside the limits of liability.
(a) Coverage shall include,but not be limited to, the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii)Implantation of malicious code or computer virus
(iv)Fraud,Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of Deliverables,
Software or Services provided by Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability(CGL)policy, a separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted.Either is acceptable if coverage meets all
other requirements.Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will
be the sole responsibility of the Consultant and may not exceed $50,000 without the written
approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is
on or before the effective date of this Agreement. Coverage shall be maintained for the duration
of the contractual agreement and for two (2)years following completion of services provided. An
annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the
City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
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1. All applicable policies shall name the City as an additional insured thereon, as its interests may
appear. The term City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort
Worth,Texas 76102,with copies to the City Attorney at the same address.
4. 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.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to and approved by the City's Risk Management Division prior to execution of this
Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations,Consultant shall immediately desist from and correct the violation.
12. Non-Discrimination Covenant.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall 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 Consultant, its personal representatives, assigns, subcontractors or successors
in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the
City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
TO THE CITY:
City of Fort Worth With Copy to the City Attorney
Attn: Susan Alanis,Assistant City Manager at same address
200 Texas Street
Fort Worth TX 76102
Facsimile: (817)392-6134
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TO CONSULTANT:
HealthSpace USA Inc.
Attn: Joseph Willmott
114 W. Magnolia Street, Suite 400
Bellingham,WA 98225
14. Solicitation of Employees.
Neither the City nor Consultant shall, 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. This provision shall not apply to
an employee who responds to a general solicitation or advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue.
This Agreement shall 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 on the basis of this Agreement, venue for
such action shall 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 shall not in any way be affected or impaired.
19. Force Majeure.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
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, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
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20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed 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.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument,and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein
by reference, contains the entire understanding and agreement between the City and Consultant, 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.
24. Counterparts.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.An executed Agreement, modification, amendment, or separate signature page shall constitute
a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of
the document by any party. Duplicates are valid and binding even if an original paper document bearing
each party's original signature is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be of a professional 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 Consultant's option, Consultant
shall 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 the City to Consultant for the nonconforming services.
26. Milestone Acceptance.
Consultant shall verify the quality of each deliverable before submitting it to the City for review
and approval.The City will review all deliverables to determine their acceptability and signify acceptance
by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City
rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing
the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
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accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably
withheld.
27. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the
City's computer network in order to provide the services herein, Consultant shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit"D" and incorporated herein for
all purposes.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System ("FIRS"),
Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") Of
National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"),
that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for
the purpose of providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under this Agreement, Consultant shall comply with the
Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately
execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public Safety and the
United States Attorney General.
28. Immigration Nationality Act.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination.
Consultant shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties
or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution
process. The disputing party shall notify the other party in writing as soon as practicable after discovering the
claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons
for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the
resolution process and make a good faith effort, either through email, mail, phone conference, in person
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meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may
arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)
days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding
mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable
rules governing mediation then in effect.The mediator shall be agreed to by the parties. Each party shall be
liable for its own expenses, including attorney's fees;however, the parties shall share equally in the costs
of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the
right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact
that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution
process,the parties agree to continue without delay all of their respective duties and obligations under this
Agreement not affected by the dispute. Either party may, before or during the exercise of the informal
dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
30. Reporting Requirements.
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input, output,processing, storage, or communication facilities that are
connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business,
installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,
hardware,and maintenance services.
If Consultant meets the definition of Computer Technician as defined herein,and while providing services
pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,
Consultant shall immediately report the discovery of the image to the City and to a local or state law
enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.
The report must include the name and address of the owner or person claiming a right to possession of the
computer, if known, and as permitted by law. Failure by Consultant to make the report required herein
may result in criminal and/or civil penalties.
31. Signature Authority.
The person signing this agreement hereby warrants that he/she has 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(s) hereto,may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
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32. Survival of Provisions.
The parties'duties and obligations pursuant to Section 4.4(Duties and Obligations), 5 (Disclosure
of Conflicts and Confidential Information), Section 6(Right to Audit),and Section 8(Liability and
Indemnification) shall survive termination of this Agreement.
Executed in multiples this the_,��day of - i- J120/7.
AGREED: AGREED:
CITY OFEQRT WOnRTri: VENDO N E
By. `- By:
Susa 1 s J ep Willmott
Assistant City"anger resident
Date: Date: Ol/ a l % 7
Contract Compliance Manager: ATTEST:
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: 113
Namel%��LE
Title
S eve Stre fert
v Zr
Assistant Dire tor, IT Solutions FORT
ATT T: -
U? _
Ma . a r
City SecrAS
APPROVED AS TO FORM AND LEGALITY:
By:
JB Str ng
Assistant City Att ey
CONTRACT AUTHORIZATION:
M&C: _P-12072
Date Approved: 8/1/2017
Form 1295 Certification No.: 2017-195017 OFFICIAL RECORD
CITY SECRETARY
HealthSpace USA Inc. FL WORTH,
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Exhibit A
Statement of Work
Scope of Service
HealthSpace USA Inc.("Contractor")will supply and deploy its software application described in the Consultant's response
dated February 6,2017 to the Request for Proposal No. 17-0146(RFP)for a Data Management System(DMS)for the City of
Fort Worth's Code Compliance Department-Consumer Health Division(CH)for the purpose of enforcing the Public Health
Laws of the State of Texas and City of Fort Worth municipal ordinances within the city limits. Services include transitioning
data from the Consumer Health Division's existing Data Management System,Sweeps,from Sweeps Software,Inc.
(SWEEPS)and setting up surveillance and regulatory modules in the following areas:
• Childcare
• Summer Nutrition
• Smoking
• Fixed Food Establishments
• Mobile Food Establishments
• Temporary Food Establishments
• Plan Reviews
• Hotels/Motels
• Public Swimming Pools/Spas
• Vector Control
• Game Rooms/Commercial Properties/Investigations
• Employee
Statement of Work
The Contractor will provide the technical solution specified in its response to the RFP to support CH administrative and field
functions previously listed. In addition to health inspection tracking and workflow support.The proposed solution will also
include a financial component and web based functionality that allows for 24/7 access.The Contractor services will include
the following functions:
1. Project Management-The Contractor will assign an experienced team of employees to the City's im-
plementation.The project manager who has successfully completed multiple similar implementations
will lead the team. Employees assigned possess expertise in the area they are assigned and have com-
pleted similar implementations.
2. Implementation-The Contractor will manage and coordinate the implementation of the DMS.The Con-
tractor will provide required personnel at its discretion to assist and train City staff on the configuration
of the system.The Contractor's implementation team will also lead staff in a review of business pro-
cesses to ensure that the most efficient business processes are implemented.The Contractor's project
manager will create a project plan that highlights the projected project schedule and resources neces-
sary to complete each task.
The Contractor's project manager will track the status of the project against the project plan and measuring the
project's progress against tasks completed and project budget.As the project nears completion,the Contractor's
project manager will assist in planning the go-live activity and will be actively involved in ensuring that resources
are available to support the City's go-live on the new DMS.
3. Training-The Contractor will provide two basic types of training for City staff: system administration
and user training. Initially,the Contractor will train the City's implementation team in the configuration
and setup of the new system.This training will occur early in the project, prior to the initial configuration
of the system.After the system has been configured and prior to the final go-live,the Contractor will
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train the City staff on the usage of the system. This training will be broken down by role.The Contractor
shall provide training material specific to the class content being covered.
4. Data Conversion-The Contractor will manage and coordinate along with City staff for the conversion of
data from the existing Sweeps program into the new DMS. Conversion activities include the extraction
of data from the existing Sweeps program,transformation of the legacy data into the format necessary
for the new DMS and loading of the data into the DMS.
5. Interfaces-The Contractor will provide interfaces that our outlined in this RFP.The Contractor shall de-
sign, build and deploy interfaces into and out of the DMS.The Contractor will work with City staff to de-
sign each interface, including the extract from the source system and the load into the receiving system.
6. Testing-The Contractor will draft a User Acceptance Test (UAT) plan for the DMS.The UAT plan will out-
line the Contractor's testing methodology along with the specific functions to be tested and include spe-
cific scenarios to test each function by City staff.The test plan will also define the sequence in which
each scenario will be testing and any dependencies associated with the scenario.The Contractor will co-
ordinate any required repair/reconfiguration of the system and retesting to ensure that system per-
forms as expected.
7. Other Additions or Unique Needs—Any additional system elements not specified in the RFP may be
configured during deployment.These system element additions would not include any special logic or
trigger any other activity.Any special logic or triggers needed,would need to be reviewed and assessed
for additional development and cost.
8. Hosting—The Contractor service will include web-hosting, data storage, data backup, and provide ac-
cess to the Application servers and the publishing of authorized inspection data to a public facing web
site. This will include inspection information configured to meet the disclosure requirements of the City.
The Contractor will ensure that the Application servers are available at 99.999%availability per calendar
month on all its services subject to any force majeure as set out in section 12 of the Software Licensing
Agreement attached hereto as Exhibit F.
9. Support and Maintenance-Any issues or needs with ongoing use of the system will be handled by using
the Contractor's Support Feature. Full instructions on usage will be provided by product support staff.
During usage any bugs encountered will be fixed within three business days.Any change or additional
functionality requests will be reviewed and assessed,and if approved,a quote for the work will be pro-
vided. The Contractor will provide and ongoing hosting,support and maintenance program that includes
the following:
a. Maintaining the servers in good working order including the server software installed on it and
the structural integrity of the databases stored on the servers.
b. Correction of all errors in the database design.
c. Contractor's ongoing support program is divided into three key areas.
i. Live support and coverage during normal business hours(24/7 is available).
ii. Ongoing training through e-learning,e-conferencing.
iii. Unlimited "bug"fixes and system maintenance.
d. With the standard support package after deployment, new custom system upgrades are done
on a project by project price quote.
e. The Contractor system is a managed solution,which means that all support and development is
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handled by Contractor staff.
f. Contractor offers a full, unlimited,toll-free technical support for all issues related to the use and
deployment of the system.Operations staffs are given the authority to respond to all requests
and make sure client needs are being addressed
g. Contractor's support department is staffed by experienced professionals. Each client is assigned
a primary contact person whose responsibility is to ensure that all support requirements are ful-
filled as agreed.
h. Contractor provides technical support as follows:
i. Telephone,fax,e-mail and on-line support.
j. Contractor's working hours are 8:00 AM Eastern to 4:30 PM Pacific, Monday to Friday except
public holidays.
k. Live Help Desk support will be available from 8:00 AM Eastern through 4:30 PM Pacific.
I. After hour support is available on an on-call basis.
m. Contractor acknowledges all support requests within one hour of receipt, during operational
support desk hours.
n. Contractor responds to emails/online posts,telephone calls or faxes within four working hours,
with a resolution outline,during normal business hours.
o. Contractor resolves support incidents within five working days.
p. Support covers installation,configuration,operation, maintenance and upgrading of the system.
It does not include support for any other software(such as operating system software or Inter-
net connection software)or hardware supplied by the City.
q. Contractor logs support calls and may provide the resulting data to the client so that it may as-
sess Contractor's support performance.
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EXHIBIT B
PAYMENT SCHEDULE
Phased Approach Cost
Phase 1 -Total $29,320
Assessment/Workshops $ 1,800
Needs Analysis $ 3,200
Configuration $11,000
Implementation Schedule $ 2,400
Onsite Confirmation and Planning $ 4,200
Data Conversion $ 6,720
Phase 2 -Total $50,620
Onsite Training $ 4,560
Web Training $ 1,200
resting $ 3,540
Initial Installation $13,840
Data Corrections and adjustments $ 5,300
Public access website posted $ 3,500
Full Implementation $10,920
Evaluation and Release $ 7,760
On-going Maintenance $36,000
Total $115,920
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EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref. #:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments,including
penalties:
Approved Payment Amount:
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EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively the
"Network"). Contractor wishes to access the City's network in order to provide description of services. In order
to provide the necessary support, Contractor needs access to description of specific Network systems to which
Contractor requires access,i.e. Internet, Intranet,email,HEAT System, etc..
2. Grant of Limited Access.Contractor is hereby granted a limited right of access to the City's Network for
the sole purpose of providing description of services. Such access is granted subject to the terms and conditions
forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic
Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference
and made a part of this Agreement for all purposes herein and are available upon request.
3. Network Credentials.The City will provide Contractor with Network Credentials consisting of user IDs
and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights
will automatically expire one (1) year from the date of this Agreement. If this access is being granted for
purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at
the completion of the contracted services, or upon termination of the contracted services, whichever occurs first.
This Agreement will be associated with the Services designated below.
Services are being provided in accordance with City Secretary Contract No. Contract No..
Services are being provided in accordance with City of Fort Worth Purchase Order No. PO No.
XServices are being provided in accordance with the Agreement to which this Access Agreement is
attached.
No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the fust year and each year thereafter, this Agreement may be renewed annually
if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the
Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share
the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to
the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this
Agreement.A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement
and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement
shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data,
terminate the Agreement,and pursue any other remedies that the City may have under this Agreement or at law or
in equity.
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5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall include
all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for
specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the
following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel,
and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-owned
computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to
utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is considered
the property of the City and is subject to applicable state regulations regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City
computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no
longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this
Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon
termination of this Agreement, Contractor agrees to remove entirely any client or communications software
provided by the City from all computing equipment used and owned by the Contractor, its officers, agents,
servants,employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted
security practices to protect the Network credentials and access methods provided by the City from unauthorized
disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of
breach which could compromise the integrity of the City's Network, including but not limited to, theft of
Contractor-owned equipment that contains City-provided access software, termination or resignation of officers,
agents, servants, employees or representatives with access to City-provided Network credentials, and
unauthorized use or sharing of Network credentials.
[SIGNATURE PAGE FOLLOWS]
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ACCEPTED AND AGREED:
CIT 1'OF FORT WORTH: HEALTSPAC U A INC.:
By: By:
AG e5 `j L A- 1,5 eph Willmott
Assistant City M ager President
Date: �r?ln Date: "-�2 �oI7
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
By: t� By:
J Strong Name:
Assistant City ttorney I Title:
ATTEST:
By:
Mary J.Kayser
City Secretary
FOf.
* :2
�XP►S
OFFICIAL RECORD
HealthSpace USA Inc. CITY SECRETARY
Professional Services Agreement-Technology pp����
Page 20 of 30 FT.WORlMj2 X
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
HealthSpace USA Inc.
114 W Magnolia Street, Suite 400,Bellingham,Washington 98225
Environmental Inspection and Regulatory Software and Services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement, amendment or change
order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or
other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in
this Form in entering into any agreement or amendment with Company. Company will submit an updated Form
within ten(10)business days if there are any changes to the signatory authority.The City is entitled to rely on any
current executed Form until it receives a revised Form that has been properly executed by the Company.
1. Name: Joseph Willmott
Position: eside t
Sig a re
Name: TV
Signa�r4 of President/CEO
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Exhibit F
HSCIoud Suite
INSPECTION MANAGEMENT SOFTWARE
APPLICATION
LICENSING AND SERVICE
AGREEMENT
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
And
HealthSpace USA Inc.
114 W. Magnolia Street, Suite 400
Bellingham, WA 98225
Telephone: (866) 860-4224 ext. 2000
Fax: (604) 860-4225
Web: www. HealthSpace.com
Contact: Joseph Willmott
jwillmott@HealthSpace.com
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HEALTH,
HealthSpace USA Inc. HAf4A+lOWZED INTELLIGENCE
Table of Contents
ENVIRONMENTAL HEALTH SOFTWARE LICENSING AND SERVICE AGREEMENT..ERROR! BOOKMARK NOT DEFINED.
1. DEFINITIONS...............................................................................................................................................24
2. LICENSE TO USE SOFTWARE........................................................................................................................25
3. OWNERSHIP OF SOFTWARE AND DATA......................................................................................................26
4. OBLIGATIONS OF THE CITY..........................................................................................................................26
S. SOFTWARE SYSTEM UPGRADES AND CHANGES..........................................................................................26
6. INTELLECTUAL PROPERTY..........................................................................................................................27
7. TERMINATION............................................................................................................................................27
8. DECOMMISSIONING .............................................................................................27
9. CONFIDENTIALITY.......................................................................................................................................27
10. INDEMNIFICATION......................................................................................................................................28
11. NOTICE.......................................................................................................................................................28
12. FORCE MAJEURE.........................................................................................................................................29
13. INFORMATION MANAGEMENT RESPONSIBILITIES......................................................................................29
14. GENERAL. ...................................................................................................................................................29
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THIS AGREEMENT, is made and entered into this day oc ,2017 by and between City of Fort
Worth (the "City") located at 200 Texas Street, Fort Worth, Texxa 6102 and HealthSpace USA Inc.
("HealthSpace"), an independent contractor with its corporate office located at 114 W. Magnolia Street,
Suite 400, Bellingham,WA 98225.
WHEREAS, the City desires to purchase an Internet Web Based Inspection application software
user licenses designed by and hosted HealthSpace known at HSCioud Suite and the inspection applica-
tion known as HSTouch to be used with the Apple iPad (together known as the "Application"), and ser-
vices including data hosting and support/maintenance services from HealthSpace.
NOW THEREFORE, the parties hereto, each in consideration of mutual promises and obligations
assumed herein by the other, agree as follows:
1. Definitions
a) "Application" means a web based application and an inspection application that is developed for
the iOS operating systems that uses the nature features on tablets using the operating systems
which, are downloaded from either from Apple's App Store.
b) "City" means the government of the City of Fort Worth and its representative departments.
c) "Confidential Information" means any and all data or information that is known or used by a par-
ty that is not generally available to the public or that, by its nature or the nature of its disclosure,
ought reasonably be known to be the confidential or proprietary information of such party, and in-
cludes, but is not limited to, business information, specifications, research, software, trade se-
crets, know-how, designs, drawings, data, computer programs, customer names and other tech-
nical, financial and business information concerning a party, or any such information of clients or
customers of a party, which is disclosed by or on behalf of such party to the other party. For
greater clarity, the City's Confidential Information will include the Data, but not the Public Data,
and HealthSpace's Confidential Information will include the terms of this Agreement, including all
pricing and fees.
d) "Custom Development" means alterations to the Standard Application requested by the City to
meet specific needs that cannot be achieved in the configurable Application settings. Any Custom
Development will be conducted at agreed rates, as an addendum to this Agreement.
e) "Data" means any and all information, processes, documentation, marks and other intellectual
property owned or produced by the City that is not Public Data.
f) "Decommissioning" means the process of transitioning the City away from using the Health-
Space Software following termination or expiration of this Agreement, as more particularly set out
in section 8.
g) "HealthSpace Servers" means servers operated and maintained by HealthSpace or co-located
on which Data and Public Data may be stored and accessible by the City.
h) "HSCioud" means a fully hosted cloud based solution with a browser based interface as well as
supplementing API's that allows for deployment of enterprise level solutions to government, par-
ticularly those in the Environmental Health industry.
i) "HSTouch" means the iPad Application downloaded from the Apple App Store that interfaces
with HSCioud providing a data collection and reporting function for field staff working either con-
nected or disconnected from the internet with the base engine and logical mechanisms written
in the native languages appropriate for the iOS.
j) "License Fee" means the aggregate license fee payable in respect of each User and included in
the annual Ongoing Maintenance Fee, as set out in Exhibit B.
k) "Module Mapping" means setting up HS Touch to record the required inspection data required
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City Secretary Contract No.
by the department for each contracted inspection program.
1) 'PAC" means the Primary Administrative Contact who is the key point of contact and decision
maker regarding the Application of behalf of the City.
m) `Public Data" means any and all information entered into or stored in the Application by the City
or by HealthSpace on behalf of the City that is published and made available to the general public
or which is otherwise subject to freedom of information disclosure under any law or regulation ap-
plicable to the City.
n) "Standard Application" means application functionality that is available out-of-the box including
the configurability options in the system.
o) "System" means HSCloud, and HSTouch Inspection Application
p) "UAT" means user acceptance testing.
q) "User' is defined as anyone who is given access to HS Touch by an authorized license, whether
or not employed by the City.
2. License to Use Software
a) Subject to the terms and conditions specified in this Agreement, HealthSpace grants the City and
its successors a limited, non-perpetual license (the "License") to use the Application or other
HealthSpace Software for the duration of this Agreement, subject to the City paying for ongoing
support.
b) The License Fee is calculated on the basis of the number of Users set out in RFP-0146, and the
City agrees that, for any increase in the number of Users, the City will give HealthSpace notice of
such increase. If such increase is accepted by HealthSpace, the ongoing support fee will be
amended to reflect the current number of Users and the difference between the License Fee pay-
able under this Agreement and that under the amended Licensing Agreement will become imme-
diately due and payable to HealthSpace
c) HealthSpace will provide sufficient software licenses and upgrades of the Supporting Software
required for the number of Users, as may be amended under paragraph 2.b), using the Health-
Space Software, subject to payment for such software licenses and upgrades by the City.
d) The City is responsible for and agrees to abide by all the provisions of applicable license agree-
ments for Supporting Software and will ensure that the City staff complies with the license
agreements.
e) The City may add additional Users, provided that it pays the License Fee and any other associat-
ed software license fees for such additional Users.
f) The City acknowledges and agrees its license to, and accordingly its use of, the HealthSpace
Software is at all times subject to the following limitations:
i) No Modification or Reverse Engineering—The City will not directly or indirectly modify, or in
any way alter (excluding configuration expressly permitted by the Documentation) the
whole or any part of the HealthSpace Software, nor will the City translate, decompile, dis-
assemble, reconstruct, decrypt, or reverse engineer the whole or any part of the Health-
Space Software.
ii) No Rental or Timeshare Use—Except as permitted herein, the City will not directly or indi-
rectly license, sublicense, sell, resell, transfer, assign, distribute, rent, lease, or otherwise
commercially exploit the HealthSpace Software in any way, nor will the City use of the
HealthSpace Software in a computer service business, service bureau, hosting or timeshar-
ing arrangement.
iii) Unauthorized Equipment—The City will only use the HealthSpace Software on computing
devices which are supplied by HealthSpace or which meet certain the minimum system re-
quirements as provided by HealthSpace from time to time.
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iv) Proprietary Notices—The City will not directly or indirectly remove any proprietary notices,
labels or marks from the HealthSpace Software or other materials, including those indicat-
ing any intellectual property rights of HealthSpace or any third party unless otherwise
agreed between the parties in writing.
3. Ownership of Software and Data
a) HealthSpace warrants to the City that HealthSpace is the developer and owner of HS Touch ap-
plication and the HS Cloud system and has full rights to the HealthSpace Software and has the
right to distribute to the City required licenses to operate the HealthSpace Software.
b) In the event of any suit or claim against the City by any third party for damages and/or injunctive
relief contesting ownership of the HealthSpace Software and/or the City's rights under this
Agreement, HealthSpace agrees to, at its own expense, defend the City against such suit or
claim and to hold the City harmless from expenses of such defense and from any court-awarded
judgments resulting from such suit or claim.
c) Further, if such suit or claim occurs or is likely to occur, HealthSpace will, at its own expense, ei-
ther procure for the City the right to continue using the HealthSpace Software or replace the
same with a non-infringing product, substantially conforming to that described herein, or modify
the same so that it will be non-infringing, provided that this Agreement has not been terminated.
d) For greater clarity, the provisions of section 3.b) will not apply to the extent that any such claim
relates to the City's combination of the HealthSpace Software with computing devices, systems or
other software not approved by HealthSpace or otherwise contemplated hereunder, or in the
event of the City's refusal to install any update or replacement provided pursuant to section 3.c).
e) All Data and Public Data, whether entered into or stored in the system by the City or by Health-
Space on behalf of the City, is and will remain the sole property of the City. The City hereby
grants HealthSpace the irrevocable, royalty-free license during the term of this Agreement to use,
copy and otherwise exploit the Data and the Public Data to operate the HealthSpace Software
and perform the services provided in this Agreement, including to extract, derive, compile and
publish the Public Data, and for any other purpose permitted hereunder. The City acknowledges
that whether the HealthSpace Software uses HealthSpace Servers or third party servers, the
Supporting Software will transmit Data to HealthSpace Servers for the purpose of performing
functions on the Data required by this Agreement and also to collect the Public Data, which Public
Data may be further used, published or distributed by HealthSpace.
4. Obligations of the City
a) The City will designate a PAC who is responsible for the administrator functions of the system on
behalf of the City.
b) The City agrees to designate a replacement PAC within thirty(30) days if the primary is unable to
serve in that capacity or leaves the organization.
c) All newly designated Administrator's must receive HealthSpace designed and delivered training
which will be done electronically through web-based training and documentation.
d) The City will provide access to HealthSpace's online learning material for all Users using the Ap-
plication.
e) If the City supplies the computing devices to operate the Supporting Software, the City is respon-
sible, with support from HealthSpace, to install the HS Touch Application on the City computing
devices.
5. Software System Upgrades and Changes
a) The License Fee includes all subsequent core system upgrades and changes instituted by
HealthSpace after deployment. It does not include any Custom Development, such as design
changes to modules deployed for the City that are outside the normal configuration options of the
HealthSpace Software.
HealthSpace USA Inc.
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b) HealthSpace will use commercially reasonable efforts to minimize any changes to minimum sys-
tem requirements for the HealthSpace Software resulting from system upgrades and changes.
6. Intellectual Property
a) The HealthSpace Software will, at all times, remain the property of HealthSpace, subject only to
the license of use granted herein, specifically excluding any right of reproduction, sale, lease,
sub-license or any other transfer or disposition of the HealthSpace Software, or any portion
thereof, by the City except as follows:
i) upon the transfer, or merger, of substantially all of the assets of the City to a successor or-
ganization, this Agreement and the rights and obligations of the City herein may be as-
signed to such successor; or
b) The City grants HealthSpace a non-exclusive, perpetual and royalty-free license to use all innova-
tions, suggestions, and feedback ("Feedback") regarding the HealthSpace Software suggested
by the City staff, provided that the Feedback pertains to the operation or design of the Health-
Space Software, or of possible future extensions of the HealthSpace Software, and is either pre-
sented in an area not private to the City or is sent directly to HealthSpace. Such Feedback is
given to HealthSpace on an "as is" basis and the City does not provide any warranty regarding
the Feedback.
7. Termination
a) Should either party default in the performance of any obligation under this Agreement or breach
any provision contained in the Agreement and not correct or substantially cure the default or
breach within thirty (30) days after receipt of written notice by the other party of such default or
breach, then in addition to any other remedies set forth herein, or available in law or in equity, this
Agreement may be terminated by the non-defaulting/non-breaching party,following which the City
will comply with the provisions set out in section 8 for Decommissioning.
b) In the event either party ceases its business operations, makes a general assignment for the
benefit of creditors, is adjudged bankrupt, or becomes insolvent, then the other party may, at its
sole discretion, terminate the Agreement upon thirty (30) days' notice to the other party and the
provisions set out in section 8 for Decommissioning will not apply.
8. Decommissioning
a) Upon termination of this Agreement, or its expiration without replacement, the City will immediate-
ly cease using the Application. HealthSpace will transmit all data captured using the Application
and all City data stored on the HS Cloud system to the City data system and scrubbed from the
Application servers within five (5) business days of the effective termination date. HealthSpace
will provide support for this process.
9. Confidentiality
a) Each party agrees to protect the Confidential Information of the other party in the same manner
that it protects the confidentiality of its own proprietary and confidential information of like kind but
in no case less than reasonable care, and will not use the Confidential Information of the other
party, except in connection with the performance of its obligations under this Agreement or as
permitted by this Agreement. The confidentiality provisions set forth in this Agreement will remain
in full force and effect in perpetuity.
b) Without limiting the foregoing, HealthSpace will (a) ensure that all copies of the Data will be se-
cured behind a professionally configured firewall, (b) use database systems with adequate and
reliable security and will make regular security checks on these systems, and (c) HealthSpace will
supply the PAC with copies of the results of such checks upon request.The City agrees that it will
treat these results as HealthSpace's Confidential Information.
c) Upon termination of this Agreement or upon the written instruction of the party owning Confiden-
tial Information, the other party will return or destroy the requesting party's Confidential Infor-
mation. For this Agreement, a party will be deemed to have destroyed electronic Confidential In-
HealthSpace USA Inc.
Professional Services Agreement-Technology
Page 27 of 30 Rev.1/2017
t
City Secretary Contract No.
formation when it executes an application- or operating system-level, commercially reasonable
delete function on it, provided that thereafter it does not conduct or permit any recovery or resto-
ration of same.
d) Each party will be responsible to the other for any disclosure of Confidential Information that is
not permitted by this Agreement to the extent caused by such party and for any failure by such
party to comply with the terms hereof. Each party will defend, indemnify and hold harmless the
other,from and against any and all claims arising out of any breach by it of this section 9.d).
e) The obligations of confidentiality set out in this section will not apply in respect of uses or disclo-
sures of Confidential Information where:
i) the discloser consents in writing,
ii) disclosure is required to comply with any applicable law, judicial order or stock exchange
rules, provided that the party proposing to disclose the Confidential Information gives the
other party reasonable, sufficient notice as may be practicable in the circumstances to con-
test or protect the required disclosure, or
iii) the party proposing to use or disclose the Confidential Information can establish with doc-
umentary evidence that, other than as a result of a breach of this Agreement, the Confiden-
tial Information (a) is available in the public domain or is Public Data, (b)was disclosed to it
by a third party without violating confidentiality obligations, or(c)was already known by it or
was subsequently developed by it without any use of Confidential Information.
10. Indemnification
a) HealthSpace agrees that it will defend, indemnify and hold the City harmless from any liabilities,
claims or demands arising out of the work performed or services provided pursuant to this
Agreement from persons who are not party thereto and who claim or allege any personal injury or
death or any damage to their property due to the intentional or negligent acts of HealthSpace or
its officers, employees, agents or assigns, except to the extent that any such liability relates to
any actions of the City, the Users or any other employees or contractors of the City. The City will
immediately provide notice to HealthSpace in the event of any such claim, and HealthSpace will
have the right to defend and settle any such claims.
b) HealthSpace agrees to compensate the City for any loss or damages caused directly by Health-
Space to the City's premises or physical property, arising out of the work performed or services
provided pursuant to this Agreement.
c) The City acknowledges that the licensed software provided by HealthSpace constitutes part of an
information system to be used by the City, its staff, employees and authorized agents in the per-
formance of their professional responsibilities and is in no way intended to replace their profes-
sional skill and judgment.
11. Notice
a) All notices will be in writing and will be sent by certified mail, return receipt requested, or by email
to the people and addresses set out below, or to such other address as either party may request
by notice. All notices sent by certified mail will be effective upon the date of receipt. Notices sent
by email will be immediately effective on the date of transmission if sent during regular business
hours, or on the next business day if sent outside of regular business hours.
To the Company:
HealthSpace USA Inc.
114 W. Magnolia Street, Suite 400
Bellingham,WA 98225
Telephone: 1 (866)860-4224 Ext. 2000
Web:www.healthspace.com
Contact: Joseph Willmott
iwi Ilmott@ healthsoace.com
HealthSpace USA Inc.
Professional Services Agreement-Technology
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City Secretary Contract No.
To the City:
As set out in the Professional Service Agreement to which this is attached.
b) If normal mail service or email are interrupted by strike, slow down, Force Majeure or other
cause, then a notice sent by the impaired means of communication will not be deemed to be re-
ceived until actually received, and the parties sending the notice will use any other such services
which have not been so interrupted or will deliver such notice in order to ensure prompt receipt
thereof.
12. Force Majeure
a) Neither party is liable for any delay, interruption or failure in the performance of its obligations if
caused by acts of God, war, declared or undeclared, fire, flood, storm, slide, earthquake, their
failure, inability to obtain equipment, supplies or other facilities not caused by a failure to pay, la-
bor disputes, or other similar event beyond the control of the party affected which may prevent or
delay such performance. If any such act or event occurs or is likely to occur, the party affected
will promptly notify the other, giving particulars of the event. The party so affected will use rea-
sonable efforts to eliminate or remedy the event.
13. Information Management Responsibilities
a) HealthSpace will comply with all applicable privacy laws, rules and regulations of the jurisdiction
in which the City is located.
14. General
a) HealthSpace will not, during the term of this Agreement, perform a service or, or provide advice to
any person, firm or agency, which gives rise to a conflict of interest between the obligations of
HealthSpace under this Agreement, except that which is required by law.
b) This Agreement, the schedules and all attachments referenced herein will constitute the entire
Agreement of the parties and will supersede all prior negotiations, proposals, and representa-
tions, whether written or oral.
c) Time will be of the essence in this Agreement.
d) This Agreement may not be modified except by subsequent agreement in writing executed by
both the City and HealthSpace.
e) It is mutually agreed by and between the parties that the relationship between the City and
HealthSpace will be that of independent contractor and no principal-agent or employer-employee
relationship is created by this Agreement. The City is interested in the results achieved and the
conduct and control of the work will lie solely with HealthSpace. HealthSpace is not entitled to any
of the benefits the City provides its employees. It is further understood that the City does not
agree to use HealthSpace exclusively. Moreover, it is understood that HealthSpace is free to con-
tract for similar services to be performed for other parties while under contract with the City.
f) It is mutually agreed by and between the parties that if any section, subsection, sentence, clause,
phrase, or portion of this Agreement will be for any reason held invalid, unenforceable or uncon-
stitutional by a court of competent jurisdiction, such portion will be deemed a separate, distinct
and independent provision and such holding will not affect the validity of the remaining portions
thereof.
g) It is mutually agreed and acknowledged by and between the parties that any breach by it of this
Agreement with respect to intellectual property rights to HealthSpace Software or Confidential In-
formation may cause the other party immediate and irreparable harm for which monetary damag-
es would not be adequate to compensate such other party, and so upon such a breach the other
party may seek injunctive or other equitable relief against the breaching party from any court of
competent jurisdiction without establishing the inadequacy of monetary damages, proof of actual
harm or posting any bond or security.
HealthSpace USA Inc.
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City Secretary Contract No.
h) This Agreement will be governed by and construed in accordance with the laws enforced from
time to time in the State of Tennessee and the federal laws of the United States applicable there-
in, without reference to their conflicts of laws principles.
i) The captions and headings appearing in this Agreement are inserted for convenience only and do
not form a part of this Agreement and are not intended to interpret, define or limit the scope, ex-
tent or intent of this Agreement or any provision hereof.
j) This Agreement will enure to the benefit of, and be binding upon, the parties hereto and their re-
spective heirs, executors, administrators, personal representatives, successors and assigns. The
City may not assign or transfer any interest in this Agreement without the prior written consent of
HealthSpace.
k) Whenever the singular or masculine is used herein,the same will be deemed to include the plural
or the feminine of the body politic or corporate where the context of the party so requires.
1) The terms of this agreement shall be subject to the terms and conditions of the Purchase order
issued by the City for the purchase of the Application. In the event of conflict, the terms of the
Purchase Order shall prevail.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the day of
2017.
For the CITY:
I � �
Date Suan kanis,
Ass t City Manager
For HEALTHSPACE USA INC.
Date Jo ph Willmott
APPROVED AS TO FORM AND LEGALITY:
ITY ATTORNEY
OF FORT
A v
OFFICIAL RECORD * _
CITY SECRETARY
Mary J. s , Ci
FT weWy s
•W��I itilh�dce SA Inc. XA
Professional S ices Agreement-Technology
Page 30 o1730 Rev.1/2017
CERTIFICATE OF INTERESTED PARTIES FORM 1295
v 1 of 1
Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-195017
HealthSpace USA Inc.
Bellingham,WA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is04/19/2017
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
RFP 17-00146
Data management software system for the Code Compliance Consumer Health Division.
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
HealthSpace USA Inc. Bellingham,WA United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT
+✓ jJAFO� I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Qs's0SY
y �
y�� �� Signature of authorized agent of contracting business entity
�j► 3.04 /
AFFIX N,dT�I � �-ABOVE
'�tttth.,...••``� �j
Sworn to and subscribed before me,by the said �(�5�/�/T (/V t L � 7"' this the day of ,
20_ to certify which,witness my hand and seal of office.
i
/Ice n-Q-
ignature of officer administering oath Printed name of officer administering oath Title of officer dministering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883
M&C Review
• the City of F6rmo�tfi,Texas,
CITY COUNCIL AGENDA FORTWORTN
COUNCIL ACTION: Approved on 8/1/2017
DATE: 8/1/2017 REFERENCE ,.P-12072 LOG NAME: 13P17-0146 DATA MANAGEMENT
NO.: SB CODE
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Contract with HealthSpace USA, Inc., in an Amount Up to $190,000.00 for the
First Year to Provide Data Management Software System for the City's Code
Compliance Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a contract with HealthSpace USA, Inc., in an
amount up to $190,000.00 for the first year to provide data management software system for the
City's Code Compliance Department.
DISCUSSION:
The City of Fort Worth (City) will use this contract to provide a Data Management Software System
(DMS) for Code Compliance Department, Consumer Health Division for a software system for
permitting, invoicing, complaint processing, inspections and monitoring for compliance, as well as a
data management platform that supports customization for storage, analysis and reporting. The
HealthSpace Cloud product will allow the Consumer Health division to convert historical data to the
new system for continuity of service. The DMS will allow the Consumer Health staff full access to
update any and all aspects of the database without having to contact HealthSpace staff.
BID ADVERTISEMENT-A Request for Proposals (RFP) was advertised in the Fort Worth Star-
Telegram on Wednesdays between January 11, 2017, January 18, 2017, January 25, 2017,
February 1, 2017, February 8, 2017, February 15, 2017 and February 22, 2017. The evaluation
factors included quality of project management services, data management system provisions of
system requirements, qualifications and references, warranty and maintenance, financial stability
and ability to obtain insurance and cost. Four hundred twenty-one vendors were solicited from the
purchasing vendors database system and sixteen non-registered vendors via email; three
responses were received. The proposals received were reviewed by an evaluation committee
consisting of staff from the Code Compliance and Information Technology Solutions Departments.
The proposal from HealthSpace USA, Inc., was found to present the best value to the City.
PRICE ANALYSIS -The City' has no previous comparable procurement cost for this system. The
Code Compliance Department's existing Data Management System (DMS) has been in use since
1995 and the current system does not have the capability to integrate technology functionality
common in applications utilized by Consumer Health staff. Staff reviewed HealthSpace USA, Inc.,
prices and determined the pricing to be fair and reasonable.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made
by the City Manager in the amount up to $47,500.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
CONTRACT TERMS - Upon City Council's approval, the initial term of the Agreement shall be one
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M&C Review
year from date of execution.
RENEWAL OPTIONS - The Agreement may be renewed for up to two additional one-year terms at
the City's option. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
M/WBE OFFICE -A waiver of the goal for the MBE/SBE subcontracting requirements was
requested by the Purchasing Division and approved by the M/WBE office in accordance with the
BDE Ordinance because the purchase of goods or services is from sources where subcontracting
or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, funds are
available within the existing appropriations of the General Information Technology Capital Program
for these expenditures and that prior to an expenditure being made, the IT Solutions Director has
the responsibility to validate the availability of funds.
BQN\17-0146\SB
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID I 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: Fernando Costa (6122)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Sheila Baker (8356)
Jack Dale (8357)
ATTACHMENTS
Health Space Signed 1295pdf
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