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HomeMy WebLinkAboutContract 49969 CITYSECRETAR NTRACT NO.Y `! ���� AN AGREEMENT FOR THE PROFESSIONAL CONSULTING SERVICES This AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Parker, Denton, and Wise Counties, Texas, as executed by Jesus J. Chapa, its duly authorized Assistant City Manager, and Yates Consulting,Inc. dba Influence Opinions("Consultant"),a Texas Corporation,as executed by Elyse Yates, its duly authorized CEO and Founder, each individually referred to as a "party" and collectively referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1 This Agreement for Professional Services 2. Exhibit A—Scope of Services and Time of Deliverable 3 Exhibit B Payment Schedule and Hourly Rates 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. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services to assist the City's Water Department with Communication Services specifically for: 1 Strategic planning and research to promote the Water Department and its initiatives among internal and external audiences; 2.Assist current Water Department staff by developing clear messages for different audiences and providing other communications support; 3. Support outreach to ratepayers and key stakeholders to increase engagement and gather Feedback; and 4. Develop communications materials and compelling content for owned, earned, and paid media. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit A, Scope of Services, more specifically describing the services to be provided to the City. Consultant warrants that it will exercise reasonable skill,care and diligence in the performance of its services and will carry out its responsibilities in accordance with customarily accepted professional practices and applicable laws. Except for the express representations and warranties set forth hereinabove and otherwise in this Agreement, Consultant does not make any other express or implied warranties or representations of any kind whatsoever relating to this Agreement or the Services, including any implied warranty of merchantability or fitness for a particular purpose. �O FT.� ORTH,`XQlP�y 2. TERM. This Agreement shall commence upon the date of complete execution("Effective Date')and shall expire a year ,from the Effective Date, acting within the schedule as describes in Exhibit A, unless terminated earlier or extended in accordance with the provisions of this Agreement or agreed upon by written amendment to this Agreement by both parties. In no event shall the Consultant perform its services beyond the not-to-exceed amount in Section 3 without a written amendment to this Agreement. The City shall have the option,in its sole discretion,to renew this Agreement under the same terms and conditions,for up to three(3)one-year options,unless terminated in accordance with the provision of the Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $100,000 in accordance with the provisions of this Agreement and the Payment Schedule shown in Exhibit B which is incorporated for all purposes herein.Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and both parties approve in writing the additional scope, schedule, and costs for such services. Either party may seek a change order for a change in scope schedule and costs related thereto,which must be agreed upon by both parties by a written amendment to this Agreement. 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. Written Notice. 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 Non-Uuropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due 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 the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Page 2 of 9 Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing 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 promptly to make full disclosure to the City in writing upon its first knowledge of such conflict. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City, except to the extent that such disclosure is required by applicable law or court order and then only after prior notice to and consultation with the City. 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 promptly if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall,until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant at least five(5)business days' advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three(3)years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. The audit rights conferred by this section shall not permit the City to access records related to the pricing of fixed-price or lump sum amounts, the build-up of agreed rates or unit prices, or Consultant's estimating records. 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, Page 3 of 9 1Z employees, servants, contractors and subcontractors. Consultant fi.uther agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, FOR PERSONAL INJURIES (INCLUDING DEATH) AND THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. THE CONSULTANT SHALL NOT BE OBLIGATED OR LIABLE TO THE CITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT IS THE FAULT OF THE CONSULTANT, AND/OR ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, OR OTHERS FOR WHOM CONSULTANT IS LEGALLY RESPONSIBLE. NOTWITHSTANDING THE FOREGOING, CONSULTANT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS,AGENTS AND EMPLOYEES AGAINST COSTS, DAMAGES, OR LOSSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RESULTING FROM CLAIMS BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF PROFESSIONAL DESIGN AND ENGINEERING SERVICES UNDER THIS AGREEMENT. CONSULTANT SHALL NOT BE OBLIGATED TO DEFEND OR INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement, and Consultant shall have no further liability or obligations under the assigned portion of the Agreement. If the City grants consent to a subcontract,the Consultant shall require such subcontractor to execute a written agreement with the Consultant referencing this Agreement and requiring subcontractor to be bound by duties and obligations substantially similar to those of the Consultant under this Agreement as such duties and obligations may apply to the subcontractor's scope of services. The Consultant shall provide the City with a fully executed copy of any such subcontract upon request, with any financial and proprietary information redacted. Page 4 of 9 10. INSURANCE. Consultant shall provide the City with certificate(s)of insurance documenting policies of the following coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Consultant,its employees,agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accidentloccurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq.,Tex.Rev. Civ. Stat.)and policy limits for Employers'Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. (d) Professional Liability (Errors&Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific Page 5 of 9 li' to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any services pursuant to this Agreement. All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies except Professional Liability and Employer's Liability shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30)days' notice of cancellation of coverage shall be provided to the City. 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 the Risk Manager, City of Fort Worth, 1000 Throckmorton,Fort Worth,Texas 76102,with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal,state and local laws,ordinances,rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall promptly desist from and correct the violation. 12. NON-DISCREM11NATION 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. 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: Page 6 of 9 v � City of Fort Worth Influence Opinions Attn: Jay Chapa Att: Elyse Yates 1000 Throckmorton Street 9600 Escarpment Blvd Fort Worth TX 76102-6311 Suite 745-223 Facsimile: (817)392-8654 Austin, TX 78749 Fascimile: (512)236-0843 14. GOVERNAWNTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 15. 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. 16. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal 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. 17. 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. 18. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government Iaw, 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. 19. 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. Page 7 of 9 ,J 20. 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. 21. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument,which is executed by an authorized representative and delivered on behalf of such party. 22. ENTIRETY OF AGREEMENT. This Agreement contains all of the covenants,statements,representations and promises agreed to by the parties. To the extent of any conflict,this Agreement supersedes the terms, conditions, and representations set forth in the City's Request for Proposals, Consultant's Proposal and revised cost. No agent of either party has authority to make, and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties. 23. 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. Page 8 of 9 V Sipature Page Influence Options IN WIT SS::'HEREOF, the parties hereto have executed this Agreement in multiples this 'r"Oa`y of 2017. CITY OF FORT WORTH YATES CONSULTING,INC. DBA INFLUENCE OPINIONS r � — - Jesus ir Chapa Elyse Yates Assistant City Manager CEO and Founder Recommended By: Witness: n ,/az y: Acting Water Department Director Contract Compliance Manager State of Texas By signing I acknowledge that I am the person County of Travis responsible for the monitoring and administration of its Instrument waV ack wledged this contract,including ensuring all performance and afore me on /o �� reporting requirements. Y OTS' ' Name of Employee r�aRy L.• uq �'i(,�ZZ�. tt ,�,,Q �1a.'EicV1S°Nc4m In ic�OHS 604fx ice- //""�""�¢ AMANDA L PICKLESIMER Title , NotaryID#129329733 My Commission Expires March 23,2021 Approved as to Foriii and Legal:LN- Christa R. Lo z-Reynolds Sr.Assistant City Attorney Attested By: F0 R T NO M&C REQUIRED O : p� Mary ayse City Secre TA" - V Page 9 of 9 FT-�YQR-i4t TX Vr�__ EXHIBIT A Scope of Services Research and Planning Research The next 12 months will be crucial for the City of Fort Worth Water Department. There will be planned initiatives, such as MyH2O, as well as unanticipated challenges and needs. As 10 begins its engagement with the Water Department, the initial research and planning phase is important for gaining a full understanding the Department.This phase will provide clarity for the Department on next steps and direction for 10 to support upcoming projects. Discovery Session (2.5 hours):Through our Discovery Session Workshop, 10 will meet with all Water Department communications decision makers to gain a deep understanding of the Department, its goals, and communications opportunities. Together, we will: •walk through key issues and current positioning, including history and terminology; • identify your audiences, stakeholders (internal and external), decision makers, and allies; • outline the goals that will be supported by communications; • clarify key positive and negative messaging; and • define potential wins, including dates, milestones, and objectives that will measure progress. 10 will then summarize the notes from the Discovery Session into a digestible working draft outline that captures the workshop discussion. Before moving into the research stage, the Water Department will review and provide feedback to ensure we recorded the most important information. The review also allows the Department staff to elaborate or provide additional details. This outline will serve as part of the basis for our communications plan and message development. Deliverables: Discovery Assessment(Summary of Discovery Findings), includes travel time for two 10 staff for Discovery Session. Digital Advance:Following the Discovery Session, 10 will conduct our proprietary Digital Advance -- research to provide a deep dive exploration into the virtual world to assess the landscape, words, and tenor used to describe the Water Department and relevant issues. An online issues-based audit helps determine the Water Department's strengths, weaknesses and inconsistencies, and new opportunities. This will allow the department to gauge how the brand and mission are perceived online, and help to improve its positioning to raise awareness about initiatives. Our research will: Provide historical media analysis of existing social and traditional media coverage • Uncover sentiment around the Department and its initiatives • Illustrate how stories on the issue have played out online/in the media • Identify what messages and keywords are used to frame discussion around the Department and its initiatives • Identify allies, stakeholders, and online influencers • Identify the Water Department's communications visibility • Identify how the Water Department and its initiatives are being positioned in the media and who is being quoted • Uncover opportunities to further enhance the Department's own channels (website, social media pages, microsites, etc.) Vr • Identify similar organizations/projects on municipal, state and national level, and any communication's best practices/benchmarks. Desk Research:The Water Department has already developed previous research and strategic planning that should be incorporated into any new planning. This stage will also include desk research to integrate any related materials provided by the Department, such as existing public polling, recent presentations to key stakeholders, case studies and best practices, and any prior communications and community engagement plans or documents. In-Depth Interviews (up to 10):To help gain a comprehensive perspective of the Water Department, 10 recommends a series of in-depth interviews (IDIs) with key decision makers outside of the communications staff and discovery workshop group. These ID Is allow us to have a candid conversation with important stakeholders who interact with the department and bring a different perspective. 10 will work directly with the Water Department to identify potential interviewees and questions. Possible interviewees may include key decision makers with other City of Fort Worth departments, other Water Department staff outside the communications team, or rate payers. Upon completion of the research, 10 will come back with the findings, strategies and recommendations, potential pitfalls and opportunities for success, and how to take advantage of the insights. 10 will hold a session to walk the Water Department staff through the research findings. Deliverables: Research Report and 2-Hour Staff Meeting Strategy and Planning During this stage, 10 will use the insights gleaned through the Discovery Assessment and Research Report to create a strategy designed to inform the Fort Worth community, rate payers, key influencers, and internal department staff about initiatives, where to learn more, and how to provide feedback. The result is the development of a Communications and Stakeholder Engagement Plan. Deliverables:Communications and Stakeholder Engagement Plan Materials Development Upon completion of the research and planning phase, 10 will launch a multi-step material development process, which includes concept development and production of a video and other materials to be determined during the planning phase. Throughout the process, the Water Department will provide feedback and approvals to ensure the materials development is on track with expectations. Step 1:Planning— 10 will take the information from the research phase as a baseline for planning the materials development. This step concludes with a client phone conference where 10 will review initial messaging, creative brief, and production timeline. The Water Department will have the opportunity to provide feedback prior to final approval. If needed, 10 will gain additional understanding of existing client resources and collect creative assets needed to produce materials. Deliverables: Creative Brief, Initial Messaging, and Production Timeline Step 2:Concept Development— Upon approval of the creative brief, 10 will begin concept development for a video and other materials. This includes: Scripting Storyboarding Voiceover identification Music identification 10 will present concepts to the Water Department, as well as videos and materials that serve as example potential aesthetic styles for final materials. The Department will provide feedback on artistic direction. This step ends with final approval of the script. Deliverables:Script, Storyboards, and Music and Voiceover Identification Step 3:Production— Using the approved script as a guide, 10 will begin production on the video and other materials. Because edits to video voiceover performances are cost and time prohibitive, the Water Department communications team is encouraged to attend the voiceover recording to ensure it meets expectations. The Department will have an opportunity to review materials for final edits. This step concludes with the delivery of video and all other creative materials. Deliverables: Video and all final creative materials Key influencer and Community Outreach Paid Social Media Advertising Campaigns Paid social media advertising is an efficient and cost-effective way to reach target audiences. To ensure ratepayers, stakeholders, and the community are informed about new Water Department initiatives, changes, and opportunities to provide feedback, we recommend a strategy that includes targeted social media campaigns designed to best reach audiences where they spend much of their time—on their tablets, cell phones, and other digital devices. As part of this scope, 10 will create and develop social media advertising campaigns. Each campaign flight will include Facebook and Twitter and last up to two months. Campaigns will use messaging approved by the Water Department. Timeline, ad buys, and criteria for audience targeting will be determined during the initial planning for each campaign. Influence Opinions will provide updates and bi-weekly reporting to Water Department staff throughout each advertising campaign. Paid Social Media Advertising Campaigns Include*: Planning and Coordination o Strategy and Project Management Social Media Campaign Management o Facebook and Twitter o Twitter Influencer List Development o Ad Development o Targeting o Placement o Management Reporting *Recommended paid social media advertising spend is included in the budget as part of the `materials development' section. Corrcrr unications Staff Support In addition to the services outlined above, as part of this scope of work, 10 will provide additional communications support to the Water Department staff. Specific assignments support will be determined by the communications team as needs arise and during the planning phase. 10 is available to assist with any of the following items, within the approved budget: Potential Communications Assignments: Website Copy Updates Educational Materials (incl. copy) Presentation Development E-newsletter support Survey Development (Survey Monkey) Organic Social Media Content Development v0 EXHIBIT B Schedule of Payment Project will be billed as follows: Billed Upon signing of SOW: $ 17,000 Due upon receipt Billed Upon delivery of research: $ 15,000 Materials/Comms Support: $ 68,000 Client will approve project estimates as needed and work will be billed 50% at the start of the project, 50% on completion. Travel expenses: At completion of each trip;staff time and approved expenses are billed *Outside expenses billed through IO will be billed at actual plus industry-standard of 15% after authorized by client. Approved travel expenses will be billed at actual cost.