HomeMy WebLinkAboutContract 46517 CITY SECRETAW
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and
entered into by and between THE CITY OF FORT WORTH, a home-rule municipal
corporation of the State of Texas ('City"), acting by and through its duly authorized Assistant
City Manager, and Strategic Government Resources, Inc. (`Consultant" or "SGR"), a Texas
corporation acting by and through its duly authorized CEO.
1. Services.
a) Consultant will, with good faith and due diligence, assist the City in the
process of conducting an executive search to select an Assistant City Manager. In
particular, Consultant will perform all duties outlined and described in the Scope of
Work, which is attached hereto as Exhibit "A" and incorporated herein for all
purposes as though it were set forth at length. The actions and objectives contained in
Exhibit"A" are referred to herein as the "Services."
b) 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.
2. Term. Services shall be provided by Consultant for a period of one hundred twenty
(120) days from the date of execution by the City (`Term"), unless extended by the parties or
terminated earlier in accordance with Section 4 of this Agreement. The parties shall have the
M option to extend this Agreement for an additional period of up to six months (`Extension") upon
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m written mutual consent of the parties. The Term and any Extension of the Term shall collectively
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be referred to as the Term.
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co 3. Compensation. As full and complete compensation for all Services outlined in Section 1,
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CA the City shall pay Consultant and amount not to exceed $27,000, inclusive of all professional
services and SGR expenses. Consultant shall bill City in accordance with the billing schedule set
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Executive search to select an Assistant City Manager CITY SECRETARY
FT.WORTHS TX
forth in Exhibit A. The City shall reimburse finalists for travel and related expenses for
interviews at cost.
4. Termination. Either Party may terminate this Agreement at any time, with or without
cause, by providing the other Party with thirty (30) days' written notice of termination. In the
event this Agreement is terminated prior to expiration of the Term, City shall pay Consultant
only for Services satisfactorily rendered and travel expenses actually incurred as of the effective
date of termination. In the event this Agreement is terminated prior to expiration of the Term,
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,
Consultant shall provide the City with all information obtained during the search process through
the date of termination.
5. Independent Contractor. Consultant shall operate hereunder as an independent
contractor and not as an officer, agent, servant, or employee of City. Consultant shall have
exclusive control of and the exclusive right to control the details of the Services performed
hereunder and all persons performing same and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, and subcontractors. The doctrine of
respondeat superior shall not apply as between the City and Consultant, its officers, agents,
servants, employees, or subcontractors. Nothing herein shall be construed as creating a
partnership or joint enterprise between City and Consultant. It is expressly understood and
agreed that no officer, agent, servants, employee, or subcontractor of Consultant is in the paid
service of City.
6. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY,INCL UDING DEATH, TO ANYAND ALL PERSONS, OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
CONSULTANT AGREES TO DEFEND, INDEMNIFY,AND HOLD THE CITY, ITS
OFFICERS, AGENTS, SERVANTS,AND EMPLOYEES HARMLESS AGAINST ANYAND
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ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH)
THAT MAYREL14TE TO,ARISE OUT OF, OR BE OCCASIONED BY(1) CONSULTANT'S
BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS A GREEMENT OR (11)ANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT,
ITS OFFICERS,AGENTS,ASSOCIATES, EMPLOYEES, CONTRACTORS(OTHER THAN
THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS
AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION
SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE
OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE
CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE
OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE
APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS. NOTHING HEREINSHALL BE CONSTRUEDASA WAIVER OF THE
CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF
TEXAS.
Consultant shall require all of its subcontractors to include in their subcontracts a release
and indemnity in favor of City in substantially the same form as above.
This section shall survive the expiration or termination of this Agreement.
7. Confidential and Proprietary 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, servants, employees, and subcontractors, further agrees that it shall treat
all information provided to it by the City as confidential and shall not disclose any such
information to any third party without the prior written approval of the City.
Notwithstanding the foregoing, Consultant understands and agrees that the City is a
public entity under the laws of the State of Texas, and as such, is subject to various public
information laws and regulations, including, but not limited to, the Texas Public Information
Act, Chapter 552 of the Texas Government Code (the "Act"). Consultant acknowledges that,
under the Act, the following information is subject to disclosure: l) all documents and data held
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by the City, including information obtained from the Consultant, and 2) information held by the
Consultant for or on behalf of City that relates to the transaction of the City's business and to
which City has a right of access. If the City receives a request for any documents that may reveal
any of Consultant's proprietary information under the Act, or by any other legal process, law, rule,
or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify
Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any
way for the disclosure of information not clearly marked as "Proprietary / Confidential
Information" or if disclosure is required by the Act or any other applicable law or court order. In
the event there is a request for such information, it will be the responsibility of Consultant to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient
will not be decided by the City, but by the Office of the Attorney General of the State of Texas or
by a court of competent jurisdiction.
8. Insurance. During the term of this Agreement, Consultant shall procure and maintain at
all times, in full force and effect, a policy or policies of insurance that provide the specific
coverage set forth in this Section as well as any and all other public risks related to Consultant's
performance of its obligations under this Agreement. Consultant shall specifically obtain the
following types of insurance at the following limits:
A. Insurance coverage and limits:
I. Commercial General Liability Insurance - $1,000,000 each occurrence; $2,000,000
aggregate
2. Professional Liability Insurance — $1,000,000.00 per occurrence or claim; $1,000,000.00
aggregate
3. Automobile Liability Insurance — Any vehicle used in providing services under this
Agreement, including non-owned, or hired vehicles, with a combined limit of not less
than $1,000,000 per occurrence.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per
the amount required by statute.
B. Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with the Contract.
I. Applicable policies shall be endorsed to name the City an Additional Insured thereon, as
its interests may appear. The-term City shall include its employees, officers, officials,
agents, and volunteers as respects the Contracted services. .
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2. Certificate(s) of Insurance shall document that insurance coverage specified herein are
provided under applicable policies documented thereon.
3. Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements.
4. A minimum of thirty (30) days' notice of cancellation or material change in coverage
shall be provided to the City. A ten (10) days' notice shall be acceptable in the event of
non-payment of premium. Such terms shall be endorsed onto Consultant's insurance
policies. Notice shall be sent to Department of Financial Management Services - Risk
Management Division, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas
76102.
5. Insurers for all policies must be authorized to do business in the state of Texas or be
otherwise approved by the City; and, such insurers shall be acceptable to the City in
terms of their financial strength and solvency.
6. Deductible limits, or self-insured retentions, affecting insurance required herein shall be
acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any
alternative coverage maintained through insurance pools or risk retention groups must be
also approved. Dedicated financial resources or Letters of Credit may also be acceptable
to the City.
7. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the
City as respects the Contract.
S. The City shall be entitled, upon its request and without incurring expense, to review the
Contractor's insurance policies including endorsements thereto and, at the City's
discretion; the Contractor may be required to provide proof of insurance premium
payments.
9. The Commercial General Liability insurance policy shall have no exclusions by
endorsements unless the City approves such exclusions.
10. The City shall not be responsible for the direct payment of any insurance premiums
required by the contract. It is understood that insurance cost is an allowable component of
Contractor's overhead.
All insurance required above shall be written on an occurrence basis in order to be approved by
the City.
9. Assignment and Subcontractin. Consultant shall not assign or subcontract all or any
part of its rights, privileges, duties or obligations under this Agreement without the prior written
consent of City. Any attempted assignment or subcontract without the City's prior written
approval shall be void and constitute a breach of this Agreement.
If 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
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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.
10. Compliance with Law. Consultant, its officers, agents, servants, employees, and
subcontractors, shall abide by and comply with all laws, federal, state and local, including all
ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the
attention of Consultant any such violation on the part of Consultant or any of its officers, agents,
servants, employees, or subcontractors, then Consultant shall immediately desist from and
correct such violation.
11. Non-Discrimination. In the execution, performance, or attempted performance of this
Agreement, Consultant will not discriminate against any person or persons because of disability,
age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will
Consultant permit its officers, agents, servants, employees, or subcontractors to engage in such
discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17,
Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in
Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its
officers, agents, employees, and subcontractors have fully complied with all provisions of same
and that no employee or employee-applicant has been discriminated against by either Consultant,
its officers, agents, employees, or subcontractors.
12. Riaht 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 any
directly pertinent books, documents, papers and records of the Consultant involving transactions
relating to this Agreement. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and
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appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all of its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of
three (3) years after final payment under the subcontract, have access to and the right to examine
any directly pertinent books, documents, papers and records of such subcontractor involving
transactions 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 workspace in
order to conduct audits in compliance with the provisions of this section. City shall give
subcontractor reasonable advance notice of intended audits.
This section shall survive the expiration or termination of this Agreement.
13. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City
in any fiscal period for any payments hereunder, 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 City of any kind whatsoever, except as to the
portions of the payments herein agreed upon for which funds shall have been appropriated.
14. Governing Law and Venue. This Agreement shall be construed in accordance with the
laws of the state of Texas. Should any action, whether real or asserted, at law or in equity, arise
out of the execution, performance, attempted performance of this Agreement, venue for said
action shall lie in Tarrant County, Texas.
15. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other
Party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address
of the other Party shown below:
Susan Alanis, Assistant City Manager Ron Holifield
City of Fort Worth CEO
1000 Throckmorton St. Strategic Government Resources, Inc.
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Fort Worth, Texas 76102 P. O. Box 1642 - Keller, Texas 76244
(817) 392-2689 (817) 337-8581
16. 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. Solicitation of employees does not apply to professional search services
that SGR may provide to any client.
17. Non-Waiver. The failure of either Party to insist upon the performance of any term or
provision of this Agreement or to exercise any right herein conferred shall not be construed as a
waiver or relinquishment to any extent of City's or Consultant's right to assert or rely on any
such term or right on any future occasion.
18. 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 provision of the Services. In the event that any conflicts of interest arise after the
execution of this Agreement, Consultant hereby agrees to make full disclosure to the City in
writing immediately upon learning of such conflict.
19. Minority and Woman Business Enterprise Participation. N/A
20. Governmental Powers. Both Parties agree and understand that the City does not waive
or surrender any of its governmental powers by execution of this Agreement.
21. 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.
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22. Force Maieure. If either Party is unable, either in whole or part, to fulfill its obligations
under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts
of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises;
earthquakes; fires; floods; restraints or prohibitions by any court, board, department,
commission, or agency of the United States or of any state; declaration of a state of disaster or of
emergency by the federal, state, county, or City government in accordance with applicable law;
issuance of a Level Orange or Level Red Alert by the United States Department of Homeland
Security; any arrests and restraints; civil disturbances; or explosions; or some other reason
beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so
affected by such Force Majeure Event will be suspended only during the continuance of such
event.
23. 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.
24. Review of Counsel. The Parties acknowledge that each Party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or exhibits hereto.
25. Amendment. No amendment, modification, or alteration of the terms of this Agreement
shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly
executed by the parties hereto.
26. Signature Authority. The person signing this Agreement hereby warrants that he or she
has the legal authority to execute this Agreement on behalf of his or her respective Party, and
that such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity. The other Party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
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27. Entire Agreement. This written instrument (together with any attachments, exhibits,
and appendices) constitutes the entire understanding between the Parties concerning the work
and services to be performed hereunder, and any prior or contemporaneous, oral or written
agreement that purports to vary from the terms hereof shall be void.
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This Agreement 's EXECUTED in multiple originals on this, the 0�0 — day of
Luiz , 2015.
AGREED: AGREED:
CITE' OF FORT WORTH, TEXAS STRATEGIC GOV + MENT SOURCES, INC.
Su lanis Ron Holifield
Assistant City Manager CEO
Date Signed: a l S Date Signed:
ATTEST: Q� F0ITNESS:
00000S
Mary J. Kay r gb 8=
City Secre ary
0
-00000000
APPROVED AS TO FORM
AND i.F(;Ai.iTV-
Maleshia B\,Farmer
Sr. Assistant City Attorney
M&C: Not required
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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EXHIBIT A
SCOPE OF WORK
Exhibit A is attached hereto and further outlines the duties and obligations of Consultant under
this Agreement.
(The Scope of Work is attached and contains four(4) pages)
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SCOPE OF WORK
SGR
w
Ms. Susan Alanis, Assistant City Manager
City of Fort Worth,Texas
Susan.Alanis@fortworthtexas.gov
February 5, 2015
Dear Ms. Alanis,
This letter of understanding has been submitted to articulate and define the terms and
conditions under which Strategic Government Resources, Inc. will assist the City of Fort Worth
in your search for an Assistant City Manager.
These terms and conditions are as follows.
Strategic Government Resources shall provide all services for search as described in the formal
proposal submitted, described in abbreviated form as follows:
• This project shall be personally managed by Ron Holifield.
• Develop a position profile and recruitment brochure for the position. (expense item)
• Contact key opinion leaders across the nation to seek candidate recommendations.
• Place ads in appropriate professional publications as approved. (expense item)
• Identify high probability prospects and conduct follow up with those prospects.
• Receive, track and maintain all inquiries and applications.
• Conduct a "triage" level review of all resumes, and conducting initial phone/email
conversations.
• Conduct recorded online interviews with up to 12 semifinalist candidates. (expense
item)
• Conduct Stage 1 Media Searches on semifinalist candidates.
• Provide periodic updates regarding the progress of the search, as frequently as desired.
• Assist city in developing a short list of 4-6 candidates recommended for interviews, and
present a verbal briefing on relevant issues related to each.
PO Box 1642 Keller, Texas 76244 817-337-8581 www.GovernmentResource.com
• Assist in preparation of recommended interview questions and of the interview process.
• Conduct comprehensive Stage 2 media searches on up to 6 finalists. (expense item)
• Conduct psychometric assessments on up to 6 finalists. (expense item)
• Conduct full character checks with standard references, as well as non-provided
reference checks.
• Conduct comprehensive background investigation on up to 6 finalists consisting of
criminal, sex offender, civil, and credit check conducted by an outside investigative
entity on a contract basis. (expense item)
The City shall:
• Provide legal opinions to SGR regarding when and if any information must be released in
accordance with Public Information requests.
• Reimburse finalists for travel related expenses to interview.
• Provide photos/graphics and information necessary to develop position profile
brochure.
• Provide any direct mailings desired by the city.
• Provide reproduction of hard copy brochure production, if desired.
SGR shall be compensated by the City as detailed below:
• Pricing
o Professional Services Fee = $18,500
o Expenses (SGR) Not to Exceed = $8,500
o Not-to-Exceed Maximum Price = $27,000* (Plus any optional services as
described below, if desired.)
• Expense Items (Included in Not-to-Exceed Price Above) - SGR considers incidentals to be
covered by the professional services fee, and we do not bill the client for any expenses
except for those explicitly detailed herein.
o Professional production of a high quality brochure. This brochure (typically four
pages) is produced by SGR's graphic designer for a flat fee of$1,500.
o Ad placement in appropriate professional publications, including trade journals
and websites, to announce the position is billed at actual cost.
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o Printing of documents and materials are billed at 23 cents per page per copy,
plus binders/binding. Shipping/mailing documents (to one location) is included in
the not-to-exceed expenses above. Shipping/postage billed at actual cost.
Electronic Discs are billed at$5 per disc reproduced. Flash drives are billed at$10
each.
o Online Interviews. There is a cost of$200 for each recorded online interview (up
to 12 candidates included in not to exceed expenses above).
o Psychometric Assessments. There is a cost of $150 per candidate for each
psychometric analysis instrument (up to 6 candidates included in not to exceed
expenses above).
o Comprehensive Media Reports — Stage 2. There is a cost of $350 per candidate
(up to 6 candidates included in not to exceed expenses above).
o Comprehensive Background Investigation Reports. There is a cost of $300 per
candidate for our comprehensive background screening reports prepared by our
licensed private investigations provider (up to 6 candidates included in not-to-
exceed expenses above).
o Travel and related costs for the Project Manager incurred for the benefit of the
client. Meals are billed back at a per diem rate of $10 for breakfast, $15 for
lunch, and $25 for dinner. Mileage will be reimbursed at the current IRS rate. All
other travel-related expenses are billed back at actual cost, with no markup for
overhead.
• Billing
o Professional fees for the search are billed in three equal installments during the
course of the search. The initial installment is billed after the Organizational
Inquiry and Analysis is completed. The second installment is billed when
semifinalists are selected. The final installment is billed at the conclusion of the
search. Expense (reimbursable) items and supplemental services will be billed
with each of the three installments, as appropriate.
• Optional/Supplemental Services (not included in Not-to-Exceed Maximum Price above)
o Candidate Travel. Candidates are typically reimbursed directly by the City for
travel expenses. If the City prefers a different arrangement for candidate travel,
SGR will be glad to accommodate the City's wishes.
o Site Visits to Communities of Finalist Candidates will be charged at a day rate of
$1,000 per day, plus travel expenses.
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o In the unexpected event the City shall request that unusual out of pocket
expenses be incurred, said expenses will be reimbursed at the actual cost with
no mark up for overhead.
o If the City desires any supplemental services not mentioned in this section, an
estimate of the cost and hours to be committed will be provided at that time,
and no work shall be done without approval.
tt^
Approved and Agreed to, this the ;Z of February, 2015 by an between:
Qusan Janis, Assistant City Manager Ron Holi he d, C
C1 Fort Worth,Texas Strategic Government Resources
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