HomeMy WebLinkAboutContract 52595 DocuSign Envelope ID:02B59A01-133E-47E5-A67E-14354DC6A4D9
City Secretary Contract No. 50 c5-t
��IDFORTWORTH,
C\CI�5 CR.ETPPI`
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 its duly authorized
Assistant City Manager, and Luna Data Solutions Inc. ("Consultant"), a Texas Corporation, and acting by
and through Dana R.Jones, its duly authorized CEO. City and Consultant are each individually referred to
herein as a"party"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
2. Exhibit A—Statement of Work Plus Any Amendments to the Statement of Work;
3. Exhibit B—Professional Staffing Hourly Rates and Right to Hire/Placement Costs;
4. Exhibit C—Non-Disclosure Agreement;
5. Exhibit D—Network Access Agreement;
6. Exhibit E—Signature Verification Form; and
7. Exhibit F—DIR-TSO-3512
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 the purpose of staff augmentation,permanent placements,
and specific contractor project duties as defined by the City for technology related services. 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 control.
2. Term. The Agreement shall become effective upon the signing of the Agreement by an
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Assistant City Manager of the City(the"Effective Date")and shall expire August 11,2020(the"Expiration
Date"),unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended
by the parties.
3. Compensation. The City shall pay Consultant per terms of individual executed work
orders in accordance with the provisions of this Agreement and Exhibit 11B,Professional Staffing Hourly
Rates and Permanent Placement Costs,"which is attached hereto and incorporated for all purposes herein.
Each work order shall set forth the name of the Consultant personnel to provide the services,the specific
project to which the personnel will be assigned,the specific services to be provided by the personnel,the
start and end date of the work to be performed, the hourly rate or salary of the personnel; and any other
regulations as agreed to by the parties that may apply to the specific personnel. In no event shall the City
be liable for any overtime rates or overtime pay for Consultant personnel, regardless of the number of
hours worked by Consultant personnel. Consultant shall be solely responsible for any required overtime
pay for its personnel.
This is a non-exclusive Agreement, and services will be provided by Consultant based on the
City's staffing needs and the availability of qualified Consultant resources. No specific contract amount
is guaranteed. The Fort Worth City Council has authorized a total aggregate appropriation for staff aug-
mentation contracts,including this Agreement,in the amount of$2,100,000.00 annually. Invoices will be
paid by the city based solely on the hourly rates set forth in Exhibit B. All compensation is inclusive of
all work orders and expenses.
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.
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
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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.
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.
6.1. 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.
6.2. 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
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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 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.
8.1. 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.
8.2. 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.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. 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.
8.3.2. Consultant shall be liable and responsible for any and all claims made
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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.
8.3.3. 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 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. Assil?nment and Subcontracting.
9.1. 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
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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.
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:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. 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.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. 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.
10.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors &Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. 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.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
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10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. 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;
10.1.5.3.6. 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; and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
10.2.3. 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
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10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. 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.
1 I. 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: TO CONSULTANT:
City of Fort Worth Luna Data Solutions, Inc.
Attn:Assistant City Manager Attn: Dana R Jones
200 Texas Street 1408 W. Koenig Ln, Ste D
Fort Worth TX 76102 Austin, TX 78756
Facsimile: (817)392-6134 Facsimile: 512-284-7638
With Copy to the City Attorney
at same address
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
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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. Governiniz 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 Maieure. 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.
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.
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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. Acceptance. CITY shall review and approve time sheets for each Consultant employee
promptly at the end of each week. CITY's approval of such time sheets shall be evidenced by its signature
thereon or, if electronic time sheets are used,by the electronic approval method in the applicable electronic
timekeeping system. Such approval shall constitute acceptance of the work performed by the Consultant
employee(s) and CITY's agreement to pay Consultant. Acceptance by CITY shall not be unreasonably
withheld. CITY must provide written notice to Consultant of a good-faith dispute within 10 days of receipt
of the time sheet. CITY shall be deemed to have accepted the time sheet and the services provided if CITY
fails to notify Consultant of such a dispute or fails to approve within 10 days of receipt of the time sheet.
Time sheets shall be consolidated by Consultant employee,by week.
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 (I-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all 1-9 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
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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 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. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract, Consultant certifies that Consultant's signature provides written
verification to the City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel during
the term of the contract.
31. Reporting Requirements.
31.1. For purposes of this section, the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. 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.
31.1.3. 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.
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31.1.4. 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.
31.2. Reporting Requirement. 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.
32. 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.
33. 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.
(signature page follows)
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Executed in multiples this th day of
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH 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: N IA) " U
Title: Assist an City Manager
Date: �ll I By: ZS I S
11'ame: Steve S i ert
Title: Assistant Director, IT Solutions
APPROVAL RECOMMENDED:
APPROVED AS TO FORM AND LEGALITY.
By:
Name: "'�j �4-7
Title: By.
N e: i9in B. §6ong
Title: Assist City Attorney
ATTEST:
CONTRACT AUTHORIZATION:
ate Approved: 1/29/2019
By: Kafn -
e: K y t in 1295 Certification No.: 2018-422697
Title: City ecretar U
CONSULTANT:
Luna Data Solutions Inc. ATTEST:
DocuiSigned by:
ro
�'a' r .lvtl�ti5
By: By:
Name: ana Jones Name:
Title: CEO Title:
Date: 7/19/2019
Luna Data Solutions Inc.
OFFICIAL K---
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EXHIBIT A
STATEMENT OF WORK
Requirements Statement of Work and Contractor Response
On an as needed basis, the City of Fort Worth will provide a Requirements Statement of Work ("RSOW")
for a response from Contractor. Contractor must submit a response in the manner and timeframe as deter-
mined and set forth in the Requirements SOW.
1. Staff Augmentation:
For staff augmentation, the City will provide an RSOW that includes the skill set required for the Contractor
employee(s) needed and an estimated length of time the Contractor employee(s) are needed. The RSOW
will be divided into at least three sections or exhibits. The first section will identify at a minimum, the billing
rate for standard workweek and an overtime billing rate(if applicable). The second section will include the
expected qualifications of the Contractor employee(s)and the expected results of the work to be performed.
The last section or exhibit will be the latest version of the City of Fort Worth job description that best de-
scribes the duties and qualifications and fits the need for the requested Contractor employee(s). There will
also be a section for authorized signatures by both the Contractor and the City.
2. Projects needed by the City of Fort Worth:
When the City needs Contractor employee(s) to assist with an identified project, the City will provide an
RSOW to the Contractor outlining the City's needs for the specific project. Elements of the RSOW include
but are not limited to:
(a) Scope
(b) Out of Scope
(c) Customer Objectives
(d) Customer requested dates for project to be fully implemented in test and/or production
(e) City of Fort Worth point of contact
(f) Business rules
(g) Business Flow diagram
(h) Security considerations
(i) Interfaces
0) Technical Requirements
(k) Capacity Planning
(1) Impact Assessment
(m) Issues
(n) Reporting Requirements
(o) Deadline for Contractor Response
As a part of the Contract Response, the Contractor will be expected to address the issues as outlined in
the RSOW. To accomplish the objectives in the RSOW the Contractor will indicate, at a minimum, the skill
sets for the Contractor employee(s), the number of Contractor employee(s) needed, and list the Contractor
employee(s) who meet the requirements set out in the City's RSOW. A resume shall be included for each
Contractor employee named. Additionally, the Contractor will describe the proposed payment terms. The
Contract's response should be in the form of a work order that includes a place for signatures of an author-
ized representative from both the Contractor and the City.
3. Permanent Placements:
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If the City is seeking referrals for a permanent placement, the Contractor may submit candidates for con-
sideration to be hired. If the City hires an individual referred by the Contractor, then the City will pay a
percentage of the annual salary (see Exhibit B)for either a person who has not previously contracted work
for the City or an individual who has worked at least three months as a Contractor employee.
Contractor responsibilities in the referral process include but are not limited to:
A. Ensure that the referred candidate(s)has the minimum qualifications for the posted job. At
a minimum,the Contractor should ensure that the last ten years of work history is provided.
B. Ensure that the referred candidate(s) has the legal right to work in the United States in
accordance with Section 29 of this Agreement.
1. Contractor will complete a background check of all candidates. Upon request, the
information can be provided to the City if the candidate signs a release form.
2. Contractor will provide the following information for each Contractor employee
working on-site in City facilities or off site on any City equipment:
a. Candidate Information
i. Full legal name
ii. Date of Birth
iii. Driver's license number and state of issue
iv. Proof of negative drug test
4. Local Candidates:
For each response to a City of Fort Worth RSOW Contractor will make a good faith effort to ensure that
qualified residents of the City of Fort Worth are included as part of the recruitment process for a Statement
of Work or Candidate Referral process.A qualified resident is defined as a person(s)meeting the minimum
job qualifications as requested by the City in its RSOW and living inside the Fort Worth city limits at the time
of the request.
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EXHIBIT B
Professional Staffing Hourly Rates and Permanent Placement Cost
1. Professional Staffing Hourly Rates
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2. Placement Costs
If the City of Fort Worth would like to hire any individual who has provided services under this agreement,
directly as a permanent employee, the following fees will apply:
Length of time onsite via Luna Data Solutions Inc. Fee Payable
0-3 months no direct employment is permitted
3-6 months 20%of individual's gross annual remuneration
+6 months free conversion to permanent employee
For avoidance of doubt, this section applies solely where the City of Fort Worth hires the individual as an
employee. If the City wishes to retain the services of the individual as a contractor then the supply is
permitted only via Luna Data Solutions Inc.
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EXHIBIT C
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into between the City of Fort Worth ("City") lo-
cated at 200 Texas Street, Fort Worth, Texas, 76102, and Luna Data Solutions Inc. ("Recipient" or"Con-
tractor")with offices located at 1408 W. Koenig Lane, Ste. D,Austin,TX 78756. Pursuant to services being
provided under this Professional Services Staff Augmentation Agreement, the City may be disclosing sen-
sitive and confidential information of a personal nature for business, tracking, or other purposes ("Confi-
dential Information" or"City-provided Information") to the Contractor and/or the Contractor's employee(s).
The City would not make such disclosures without Recipient's agreement to maintain confidential treatment
of such information. It is understood that confidential, sensitive or personal information provided by the City
may be the property of City partners, City employees or officials, as well as of City, itself. For purposes of
this Agreement, Recipient shall include Contractor, its employees, directors, officers, agents, and repre-
sentatives.
Therefore, the parties agree as follows:
1. Recipient will not disclose or use any sensitive, personal, or confidential information from City des-
ignated orally or in writing as"Confidential"or"Sensitive"or in like words, or which Recipient should
reasonably know is sensitive or confidential, without the prior written consent of City, and then only
to the extent specified in such consent. Confidential Information may not be copied by Recipient.
Recipient agrees to treat Confidential Information as it would its own Confidential Information and
to disseminate it within its own organization only to the extent necessary for the purposes for which
it has been provided and only to Recipient's employees or consultants who are bound to maintain
its confidentiality.
The Confidential Information is being disclosed for the following purposes: Supplemental staff aug-
mentation and/or permanent placement services.
2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not
extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully
received from a third party not bound in a confidential relationship to City(iii) is published or other-
wise made known to the public by City (iv) is independently developed by Recipient or Subsidiary
of the Recipient without using Confidential Information of City or (v) is required to be disclosed
pursuant to a court order, duly authorized subpoena, or other governmental or legislative authority.
In such cases, notice must be provided to City prior to such disclosure.
3. Upon request by City, Recipient shall return all information received, with a letter confirming that
the Confidential Information has in no way been compromised, reproduced or copied and that all
copies have been returned.
4. This Agreement shall be binding on the parties and their successors and assigns, and shall be
governed by the laws of the state of Texas. This Agreement shall be effective for as long as the
Contract remains effective("Initial Term")with respect to any Confidential Information which is dis-
closed by City unless either party notifies the other that subsequent disclosures are not to be in-
cluded within the terms of this Agreement.
5. This Agreement specifically prohibits the Recipient from granting any access to City-provided in-
formation to any third party. The Recipient is solely responsible to protect access to City-provided
information against any third party while the information is in the Recipient's possession.
6. Recipient agrees that it 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
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any way. Recipient shall notify the City immediately if the security or integrity of any City infor-
mation has been compromised or is believed to have been compromised.
7. The Recipient shall not distribute any information in any form that was in all or partly derived from
any City-provided information.
8. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY
INCURS DUE TO ANY BREACH OF THIS AGREEMENT CAUSED SOLELY BY RECIPIENT,
ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. THE CITY,ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT RECIPI-
ENT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS
TO INFORMATION ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY RECIPIENT,
ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES,OR FOR ANY REASONABLE SECU-
RITY MEASURES TAKEN BY THE CITY. RECIPIENT, AT RECIPIENT'S OWN COST OR EX-
PENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM
THE UNAUTHORIZED USE, DISTRIBUTION, DISCLOSURE, OR DISSEMINATION OF CITY
CONFIDENTIAL INFORMATION AND CAUSED BY THE SOLE NEGLIGENT ACT(S)OR OMIS-
SIONS) OR INTENTIONAL MISCONDUCT OF RECIPIENT, ITS OFFICERS, AGENTS, SERV-
ANTS OR EMPLOYEES.
9. Recipient agrees that the City shall, during the Initial Term, and until the expiration of three (3)
years after termination or expiration of this Agreement, have access to and the right to examine at
reasonable times any directly pertinent books, data, documents, papers and records, both hard
copy and electronic, of the Recipient, and any sub-recipient, involving transactions relating to this
Agreement. Recipient agrees that the City shall have access during normal working hours to all
necessary Recipient, and any sub-recipient facilities and shall be provided adequate and appropri-
ate work space in order to conduct audits to ensure compliance with the provisions of this sec-
tion. The City shall give Recipient, or any sub-recipient, reasonable advance written notice of in-
tended audits.
10. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in
any manner except by written instrument signed by an authorized representative of both the City
and Recipient.
11. Recipient may not assign or in any way otherwise transfer any of its interest in this Agreement
without the express written consent of the City.
City of Fort Worth LUNA DATA SOLUTIONS INC.
FV
DceuSigned by:
0j'&A r 36m's
Authorized Signature Aut orize igriature
Susan Alanis, Assistant City Manager Dana R Jones/CEO
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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"). Consultant wishes to access the City's network in order to provide
supplemental staff augmentation and/or permanent placement services. In order to provide the necessary
support, Consultant needs access to Internet, Intranet, and email.
2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the
City's Network for the sole purpose of providing supplemental staff augmentation and/or permanent
placement 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 Consultant 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.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3 X Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.3. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first 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;and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement,the Consultant 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, Consultant 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. Consultant acknowledges, agrees and hereby
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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 Consultant pursuant to this Agreement shall be grounds for the City immediately to deny
Consultant 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.
5.1. Notice to Consultant Personnel — For purposes of this section, Consultant
Personnel shall include all officers, agents, servants, employees, or representatives of Contractor.
Consultant shall be responsible for specifically notifying all Consultant 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:
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Consultant Personnel, and will immediately report the loss or theft of such equipment to
the City;
5.1.2. Contractor, and/or Consultant Personnel, shall be prohibited from
connecting personally-owned computer equipment to the City's Network;
5.1.3. 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;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Consultant Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. 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;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Consultant 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, Consultant 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. Consultant 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.Consultant 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)
Luna Data Solutions Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 22 of
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DocuSign Envelope ID:02B59A01-133E-47E5-A67E-14354DC6A4D9
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WO R H: LUNA DATA SOLUTIONS INC.
i
Docusignod by:
By: s �i-�-r-." By. 11)
�Y�i��� Dana . ones
Assistant C'ty Manager CEO
Date: Date:
�� 7/19/2019
/
APPROVED AS TO FORM
AND LEGALITY:
By: — A, ��
i6VW Strong
As istant City Atto ey
ATTEST: . � ..
By. er i
City Sec . .. '•
OFFICIAL RECORD
Luna Data Solutions Inc. 'a SEC
Professional Services Agreement-Technology
Rev.9/2017 FT. WOPaMz3T
28
DocuSign Envelope ID:02B59A01-133E-47E5-A67E-14354DC6A4D9
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Consultant: Luna Data Solutions Inc.
Full Business Address 1408 W.Koenig Ln, Ste D,Austin, TX 78756
Services to be Provided Supplemental staff augmentation and permanent placement services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. 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 Consultant.
Consultant 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 Consultant.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Dana R Jones
D...Sig-d by:
VOUA,A, h 36V-S
IUna ure of President/CEO
Other Title:
Date: 7/19/2019
Luna Data Solutions Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 24 of
28
DocuSign Envelope ID:02859A01-133E-47E5-A67E-14354DC6A4D9
City Secretary Contract No.
EXHIBIT F
Luna Data Solutions Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 25 of
28
DocuSign Envelope ID:02B59A01-133E-47E5-A67E-14354DC6A4D9
City Secretary Contract No.
DIR Contract No. DIR-TSO-3512
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR SERVICES
LUNA DATA SOLUTIONS INC
1. Introduction
A. Parties
This Contract for Services("Contract")is entered into between the State of Texas('State'),
acting by and through the Department of Information Resources(°DIR')with its principal
place of business at 300 West 151h Street, Suite 1300, Austin,Texas 78701, and Luna
Data Solutions Inc("Vendor'),with its principal place of business at 1408 W Koenig Ln.,
Ste.,D.,Austin,TX 78756.
B.Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-TSO-TMP-242, on March 29, 2016, for
Information Technology Staffing Augmentation Contracts. Upon execution of this
Contract, a notice of award for RFO DIR-TSO-TMP-242 shall be posted by DIR on the
Electronic State Business Daily,
C. Order of Precedence
This Contract;Appendix A, Standard Terms and Conditions For Information Technology
Staff Augmentation Contracts (ITSAC); Appendix B, Vendor's Historically Underutilized
Businesses Subcontracting Plan; Appendix C, Services and Pricing Index; Exhibit 1,
Vendor's Response to RFO DIR-TSO-TMP-242,including all addenda;and Exhibit 2,RFO
DIR-TSO-TMP-242, including all addenda;are incorporated by reference and constitute
the entire agreement between DIR and Vendor. In the event of a conflict between the
documents listed in this paragraph,the controlling document shall be this Contract,then
Appendix A,then Appendix B,then Appendix C.then Exhibit 1 and finally Exhibit 2.In the
event and to the extent any provisions contained in multiple documents address the same
or substantially the same subject matter but do not actually conflict, the more recent
provisions shall be deemed to have superseded earlier provisions.
2. Term of Contract
The term of this Contract shall be two(2)years commencing on the last date of approval
by DIR and Vendor.Prior to expiration of the original term,DIR may extend this Contract,
by amendment,for up to two(2)optional one-year terms.If there are no sales at the end
of the initial term,this Contract will not be extended.Protracted contract negotiations may,
in DIR's sole discretion,result in fewer optional renewal terms.
3. Service Offerings
Services available under this contract are limited to information technology staff
augmentation services as specified in Appendix C,Services and Pricing Index.
04/01/15 Page 1 of 3
Luna Data Solutions Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 26 of
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DocuSign Envelope ID:02B59A01-133E-47E5-A67E-14354DC6A4D9
City Secretary Contract No.
DIR Contract No. DIR-TSO-3512
Vendor Contract No.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 7, Pricing,
Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index
and shall include the DIR Administrative Fee.
5. DIR Administrative Fee
A)The administrative fee to be paid by the Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract is one percent(1.00 0/0). Payment will be
calculated for all sales, net of returns and credits. For example,the administrative fee for
sales totaling$100,000.00 shall be$1,000.00.
B)All prices quoted to Customers shall include the administrative fee. DIR reserves the
right to change this fee upwards or downwards during the term of this Contract, upon
written notice to Vendor without further requirement for a formal contract amendment.Any
change in the administrative fee shall be incorporated by Vendor in the price to the
Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.
If sent to the State:
Shannon Kelley,CTPM,CTCM
Manager, Enterprise Contract Management
Department of Information Resources
300 W. 151 St.,Suite 1300
Austin,Texas 78701
Phone: (512)463-7666
Facsimile:(512)475-4759
Email: Shannon.Kellev0dir.texas.aov
If sent to the Vendor:
Dana R.Jones
Luna Data Solutions Inc
1408 W Koenig Ln.Suite D
Austin,TX 78756
Phone: (512)784-7208
Facsimile:(512)284-7638
Email:danaa-lunadatasolutions.com
7. Authorized Exceptions to Appendix A, Standard Terms and Conditions for
Information Technology Staff Augmentation Services(ITSAC).
No exceptions have been agreed to by DIR and Vendor.
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Luna Data Solutions Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 27 of
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DocuSign Envelope ID:02B59A01-133E-47E5-A67E-14354DC6A4D9
City Secretary Contract No.
DIR Contract No. DIR-TSO-3612
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
LUNA DATA SOLUTIONS INC
Authorized By: signature on file
Name: Dana R.Jones
Title: CEO
Date: 7/25/2016
The State of Texas,acting by and through the Department of Information Resources
Authorized By: signature on file
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 8/11/2016
Office of General Counsel: DB 8/11/2016
04/01/15 Page 3 of 3
Luna Data Solutions Inc.
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M&C Review Pagel of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRIr—
TWORTH
COUNCIL ACTION: Approved on 1/29/2019
REFERENCE ** 13PAMENDMENT TO MAYOR
DATE: 1/29/2019 NO.: C-28999 LOG NAME: AND COUNCIL C-27983 SB ITS
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Amendment to Mayor and Council Communication M&C C-27983 to Authorize
Execution of Professional Services Agreements for Technology Staffing and Placement
Services with Insight Global, LLC, GTS Technology Solutions, Inc., and Luna Data
Solutions, Inc., Adding Each as Staff Augmentation Vendors for the Information
Technology Solutions Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize an amendment to Mayor and Council
Communication (M&C C-27983) to authorize execution of Professional Services Agreements with
Insight Global, LLC, GTS Technology Solutions, Inc., and Luna Data Solutions Inc., as additional staff
augmentation vendors for the Information Technology Solutions Department.
DISCUSSION:
The purpose of these Professional Services Agreements (Agreements) is to add staff augmentation
vendors for the Information Technology Solutions (ITS) Department and other City departments to
have Agreements in place to assist in the development and implementation of technology projects
and to use as temporary backfills for staffing vacancies. On November 1, 2016, City Council
authorized execution of four staff augmentation Professional Services Agreements using Texas
Department of Information Resources (DIR) prices.
ITS is recommending the addition of GTS Technology Solutions, Inc., and Luna Data Solutions Inc.,
under DIR prices and Insight Global, LLC, under General Services Administration Schedule Contract
pricing to the original authorization to provide the City with eligible candidates offering a highly
technical skill set. ITS is not asking for additional fiscal authorization. The approval of this action
provides contract authority for GTS Technology Solutions, Inc., Luna Data Solutions Inc. and Insight
Global, LLC to be included in the current authorization of$2,100,000.00 annually.
Pricing for GTS Technology Solutions, Inc., and Luna Data Solutions Inc., will be under DIR contracts
identical to current staff augmentation contracts. Insight Global, LLC pricing will be under General
Services Administration Schedule (GSA) Contract for staff augmentation. Staff reviewed GSA pricing
and found pricing to be fair and reasonable and comparable to DIR pricing.
Texas DIR and GSA are authorized to offer the Cooperative Purchasing Program to state agencies,
public institutions of higher learning, public school districts and local governments. Pursuant to state
law, a local government that purchases goods or services under the Interlocal Cooperation Act
satisfies otherwise applicable competitive bidding requirements.
M/WBE: A MBE/SBE goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
SUCCESSOR CONTRACTS: To facilitate planning and budgeting, Staff would prefer to have annual
Agreements that align with the Fiscal Year. However, the DIR contract and the GSA contract are out
of alignment with the City's Fiscal Year. The current terms of the contracts are:
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26615&councildate=1/29/2019 7/30/2019
M&C Review Page 2 of 3
In order for these Agreement to align with the City's Fiscal Year, adoption of this Mayor and Council
Communication (M&C) technically authorizes (i) a series of Purchase Agreements, each of which will
align to the terms of the respective cooperative contract to ensure legal authority exists for the
contract, and (ii) an annual spend amount, future years of which would be subject to City Council
appropriation. In the event that a cooperative contract is not renewed, Staff would cease purchasing
at the end of the last Purchase Agreement coinciding with the valid cooperative contract. If the City
Council were to not appropriate funds for a future year, Staff would stop making purchases when the
last appropriation expires, regardless of whether the then-current Purchase Agreement has expired.
The City initially use these cooperative contracts to make purchases authorized by this M&C. The
cooperative contracts expire on various dates. If a cooperative contract is extended, this M&C
authorizes the City to purchase similar services under the extended contracts. If a cooperative
contract is not extended, but a new cooperative contract is executed with GTS Technology Solutions,
Inc., Luna Data Solutions Inc. or Insight Global, LLC, with substantially similar terms as the previous
cooperative contract, this M&C authorizes the City to purchase the services under the new
cooperative contract.
AGREEMENT TERM: Upon City Council's approval, the initial term of these Agreements shall
commence upon final execution of the Professional Services Agreements and expire in accordance
with the terms and conditions of the respective cooperative agreement.
Terms shall be as follows:
DIR-TSO-3512
Year 1 - January 15, 2019 -August 11, 2019
Year 2 -August 12, 2019 -August 11, 2020
DIR-TSO-3504
Year 1 - January 15, 2019 - July 28, 2019
Year 2 - July 29, 2019 - July 28, 2020
GS-35F-0247Y
Year 1 - January 15, 2019 - May 19, 2019
Year 2 - May 20, 2019 - May 19, 2020
Year 3 - May 20, 2020 - May 19, 2021
Year 4 - May 20, 2021- May 19, 2022
RENEWAL OPTIONS: The Agreements may be renewed for two additional one-year terms at the
City's option, per the conditions established in the DI contract and Luna Data Solutions Inc.,
conditions established in the DIR contract and GTS Technology Solutions, Inc., and the conditions
established in the GSA Schedule contract and Insight Global, LLC.
ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by
the City Manager for an amount up to $100,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating and capital budgets,
as appropriated, in FY2019. Participating departments have the responsibility to validate the
availability of funds prior to the expenditure of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Budget
rT(Chartfield 2)
FROM
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26615&councildate=1/29/2019 7/30/2019
M&C Review Page 3 of 3
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (ChartField 2)
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Kevin Gunn (8517)
Additional Information Contact: Cynthia Garcia (8525)
Sheila Baker(8356)
ATTACHMENTS
1295 GTS Redacted.pdf
1295 LUNA DATA Redacted.pdf
Insight Global Form 1295_Redacted.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26615&councildate=1/29/2019 7/30/2019