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Lu Pham
Pham Han-ison, LLP
Tindall Square Building No. 2
505 Pecan St., Suite 200
Fort Worth, Texas 76102
G4TY SECRETARY
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Re: Consultant Agreement ("Agreeinent") with the City of Fort Warth — investigation of
whistleblower claim filed with the Human Resoui•ces Employee Labor Relations Division by Trisa
Crutcher
Dear Mr. Pham:
This Agreement is to foi7nalize your engagement to serve as a consultant to the City Manager for
the City of Fort Worth in connection with the investigation of a whistleblower complaint filed with
the Human Resources Einployee Labor Relations Division by Trisa Citiitcher on or about April 8,
2021. Your services will be provided as a consultant to the City Manager, rather than providing
legal representation. For ptuposes of this Agreement, you and Pham Harrison, LLP, will be
refen•ed to as "You" or" Your" and the City of Fort Worth will be referred to as the" City" or"
We."
Yolu primary contact with the City will be Nathan Gregory, Interim Director of Human Resoiirces.
Mr. Gregoiy will provide You with the specific worlc assigmnents in connection with this
Agreement.
The following are the additional tei7ns and conditions of your einployment.
A. Billing
Nathan Gregoiy, Interim Directoi• of Human Resources
' THE CITY ATTORNEY
1. Fees for Your services will be paid by the City at the rate of: Attorneys $ 275.00
per hour; and Paralegals $ 95.00 per hour. If appearing to provide testimony, fees for Your
seivices will be paid by the City at the rate of $300 per hour. Billing will be in tenths of an
hour and iteinized. Do not perform seivices or incur reimbursable costs exceeding
$50,000.00 withotrt prioi- wi•itten approval of the City Manager. As soon as You reasonably
anticipate that Your engageinent inay exceed the dollar limits, please contact Mr. Gregory
to discuss fiihu-e i•equirements.
2. Fee bills should be submitted inonthly, but in no case less frequently than quarterly,
to:
The City of Foi•t Worth * 200 Texas Street, 3`d Floor yl� Fort Woi•th, Texas 76102
817-392-7600 * Fax 817-392-8359
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Mr. Lu Pham
Apri128, 2021
Page 2 of 13
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
With a copy to:
Kelly Albin
City Attorney's Office
City of Fort Worth
200 Texas Sh•eet
Fort Worth, Texas 76102
3. Fee bills should be itemized to include the following information:
a. The date of each service perforined;
b. The project for which the service was perfoimed;
c. A brief description of the service performed; and
d. The amount of time spent in perfoi-�liing the service
4. Please do not include past due invoice amounts in Your cun•ent billing, as such
practice will delay payinent until research can be done on the past due ainount. Please stay
current with Your billing. Services perfo1717ed more than three months prior to initial billing
for those seivices will not be honored. If there is a delay in payment, please contact Mr.
Gregoiy at (817) 392-7847 to resolve.
5. The City of Fort Worth will not pay for charges relating to word processing or
computer time, except Westlaw or Lexis. If charged separately for Westlaw or Lexis, such
use must be speci�cally described on the detailed billing. We do not anticipate that the
seivices You are being retained to perform will require extensive research, word processing
or coinputer time.
6. The City of Foi�t Worth will pay for photocopying at actua] cost, which will
generally not exceed $.15 per page. When feasible, large copying projects should be sent
to a copying seivice. Clerical tilne for photocopying will not be paid. We do not anticipate
that Your seivices will requue large copying projects.
7. Telephone and deliveiy charges will be paid at achial cost. These seivices should
be used with restraint and only wl�en necessaiy. The City of Fol-t Worth will not pay for
ordinaiy postage and facsinule charges.
8. We do not pay for overhead expenses. Overhead, computer time, and preparation
of fee bills are not reimbuisable items tulless specifically approved.
9. As You find it necessary to travel in connection with this agreement, travel
a�7-angeinents should be discussed with Mr. Gregory in advance. We will worlc together to
schedule eff�iciently to reduce travel costs such as airfare, mileage and lodging.
N1r. Lu Pham
Apri128, 2021
Page 3 of 13
10. Except during travel described above, We do not reimbtuse for the cost of ineals.
If business is conducted during a meal, appropriate charges may be inade at normal hourly
rates, but charges for food, beverages, etc., will not be reimbursed.
ll. The City of Fort Worth reviews each fee and expenses bill to detei7nine the
reasonableness of the charges and the necessity and cost-effectiveness of the service and/or
expense. In tlus regard, We inay from tiine to time ask for additional supporting
infonnation regarding Your services.
12. You will provide the certi�cation attached as Exhibit A with each of your bills.
B. Other Conditions of Einployment
1. Conflicts of Interest. The City of Fort Worth expects the highest ethical standards
in Your worlc as a consultant to the City Manager. You must be fi•ee of conflicting interests.
Please provide me wit11 a list of potentially conflicting representations with Your
acceptance of this agreement or an affn-mative statement that no potentially conflicting
representations exist. Any potential conflict must be discussed with us as soon as You
recogiuze its existence. Should a conflict or a potential conflict arise during Your seivices
hereunder, please notify the undei-signed immediately so that we inay ineet and i•esolve the
matter.
2. We reseive the right to decide whether an actual or potential conflict exists. If, in
the City's opinion, an actual or potential conflict does exist, You will not be permitted to
go foitivard with your services as a consultant to the City Manager until the siriiation has
been resolved.
C. General Terms and Conditions
1. The tei7n of this Agreement shall begin upon Your acceptance and end one year
from that date. This Agreement may be extended upon muhial written consent of both
parties.
2. The City may ternlinate this Agreement at any tiine for cause or for convenience of
the City by notice in writing to You. Upon the receipt of such notice, You must umnediately
discontinue all services and worlc in connection with the performance of this Agreement.
The City will pay You for all appropriate services due and payable at the time of stich
terinination. You shall not be entitled to lost or anticipated pro�ts should the City choose
to exercise its option to tei7ninate.
3. You shall perform all worlc and seivices hereunder as an independent cont�•actor
and not as an officer, agent or employee of the City. You shall have exclusive control of
and the exclusive right to control, the details of the worlc performed hereunder and all
pei•sons performing same and shall be solely responsible for the acts and omissions of Your
Mr. Lu Pham
Apri128, 2021
Page 4 of 13
agents, employees and subcontractors. Nothing herein shall be constilied as creating a
parhlership or joi�it venhu•e between You and the City, its agents, einployees and
subcont�•actors; and the doch•ine of respondeat superior shall have no application as
between You and the City.
4. You shall not have the right to assign, sublet or h�ansfer this Agreeinent without the
prior written consent of the City, and any atternpted assigmnent, sublease or transfel• of all
or any part hereof without such prior written consent shall be void.
5. This Agreement shall be consn-ued in accordance with the laws of the State of
Texas. Should any action, at law or in equity, arise out of the teirns herein, exchisive venue
for said action shall be in Tarrant Cotmty, Texas.
6. Neither party shall be liable for failure to perfoi7n its obligations under this
Agreement if the perfol-�nance is delayed due to force majeui•e or other causes beyond their
reasonable control, including, but not limited to, compliance with any government law,
ordinance, or regulation; acts of God; acts of the public eneiny; �res; strilces; locicouts;
nahiral disasters; wars; riots; epideinics or pandeinics; govei7unent action or inaction;
orders of govermnent; material or labor restrictions by any governmental authority;
t��ansportation problems; restraints or prohibitions by any court, board, depart�nent,
commission, or agency of the United States or of any States; civil disturbances; other
national or regional emergencies; or any other similar cause not enumerated herein but
which is beyond the i•easonable conh•ol of the Party whose perfo�mance is affected
(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance,
provided the affected party provides notice of the Force Majetu•e Event, and an explanation
as to how it prevents or hinders the party's perfoi-�llance, as soon as reasonably possible
after the occurrence of the Force Majeure Event, with the reasonableness of such notice to
be deterinined by the City in its sole discretion.
7. You shall not disclose any sensitive or confidential information provided to you by
the Ciry. Confidential infoi7nation shall be governed by the Non-Disclosure Agreeinent
attached hereto as Exhibit C, and incoiporated herein for all purposes.
8. During the term of this Agreeinent, and at any tiine within tlli•ee (3) years following
the expiration of this Agreement, the City shall have the right of access to all information
held in Your possession related to services perfol-�ned under this Agreement, for audit
purposes or any other lawfitl puipose. You agree to provide access to such inforination
unless expressly prohibited from doing so by court or other govermnental order. Except in
the event of an emergency, the City will provide reasonable advance notice of any intended
audits and the need for the information. You agree that You will keep recards relating to
the services provided hereunder for as long as required by law.
9. YOU AGItEE TO RELEASE FROM LIABILITY, INDEMNIFY AND
HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES
Mr. Lu Pham
Apri128, 2021
Page 5 of 13
HARML�SS FROM ANY LOSS, DAMAGE LIABILITY OR EXPENSE FOR
DAMAGE TO PROPERTY AND INJURI�S, INCLUDING DEATH, TO ANY
PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR YOUR
�MPLOYEES OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY
NEGLIGENT ACT, �RROR OR OMISSION IN THE PERFORMANCE OF THIS
AGREEMENT. YOU SHALL DEF�ND AT YOUR OWN EXPENSE ANY SUITS
OR OTHER PROCEEDINGS BROUGHT AGAINST THE �CITY, ITS OFFICERS,
AGENTS AND EMPLOYEES, OR ANY OF THEM, R�SULTING FROM SUCH
NEGLIGENT ACT, ERROR OR ONIISSION; AND SHALL PAY ALL EXPENSES
AND SATISFY ALL JUDGM�NTS WHICH MAY BE INCURRED BY OR
RENDERED AGAINST THEM OR
TH�REWITH RESULTING FROM
OMISSION.
ANY OF THENI IN CONNECTION
SUCH NEGLIGENT, ERROR OR
10. You shall provide the Ciry with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of
any work pursuant to this Agreement:
Professional Liability (Errors and Omissions)
$1,000,000 Each Occui7�ence
$1,000,000 Aggregate
If the agreement set out above is acceptable to you, please sign the Acceptance attached hereto
and rehiin it to ine. If you wish to discuss any aspect of yotu• services fiu-ther before accepting,
please call Janese Dudash at (817) 392-7505 or Kelly Albin at ( 817) 392-2316.
Mr. Phain, we loolc forward to worlcing with you.
Sincerely Yours,
Jesus Chapa
Assistant City Manager
Enclosures
c
David Coolce, City Manager
Kelly Albin, Assistant City Attoiney
Attested by:
Conh�act Authorization
Mr. Lu Pham
Apri128, 2021
Page 6 of 13
Mary Kaysei-;,
City Secretaiy
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Jesus Chapa
Assistant City Manager
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Date
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Approved as to Form and Legality
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Kelly Albin,
Senior Assistant City Attorney
Form 1295 Certification No.
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Mr. Lu Pham
Apri128, 2021
Page 7 of 13
Contract Compliance Manager:
By signing I acicnowledge that I aln the person responsible for the monitoring and administration
of this contract, including ensttring all perfoi�nance and reporting requirements.
Neena kovuru ��" " �!
Name of Einployee/Signatui•e
05/18/2021
Date
Mr. Lu Pham
Apri128, 2021
Page 8 of 13
ACCEPTANCE
To: City of Fort Worth
This is to acicnowledge that I hereby agree to provide services as a consultant to the City
Manager of the City of Fort Worth with regard to the investigation of a whistleblower complaint
�led with the Human Resources Elnployee Labor Relations Division by Trisa Crutclier on or
about April 8, 2021 in accordance with the terms and conditions specified in the Consultant
Agi-eement of April�.-�, 2021.
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Lu Pham
Authorized Representative for Pham Hai7-ison, LLP
April 28, 2021
Date:
Mr. Lu Pham
Apri128, 2021
Page 9 of 13
EXHIBIT A
CERTIFICATION
Investigation of a whistleblower complaint �led with the Human Resources Employee Labor
Relations Division by Trisa C1litcher on or about April 8, 2021.
The attached bill of fees and expenses is submitted in coinpliance with the tenns and conditions
of my engagement as a consultant to the City Manager. Underlying documentation for fees and
expenses will be retained for three years after payinent for review by City of Fort Wort11, if
requested.
Lu Pham
Date:
Mr. Ltt Pham
Api•i128, 2021
Page 10 of 13
EXHIBIT B
CONFLICTS
Please Checic One (and provide infoimation, as needed):
XX❑ I have carefully reviewed the cases in which I ain currently involved and certify that I do
not have a conflict in serving as a consultant to the City Manager for the City of Fort Worth
concel•ning the investigation of a whistleblower complaint filed with the Human Resources
Employee Labor Relations Division by Trisa Crutcher on or about Apri18, 2021. I agree to notify
Assistant City Manager Jay Cl�apa immediately if a conflict or potential conflict arises
❑ I have carefiilly reviewed the cases in which I am currently involved and have attached a
list of potentially conflicting representations.
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Lu Pharn
April 28, 2021
Date:
Mr. Lu Pham
Apri128, 2021
Page I 1 of l3
EXHIBIT C
NON-DISCLOSURE AGREEMENT
This Non-Disclostue Agreement (" Agreeinent") is entered iuto between the City of Fort Wortli
City") located at 200 Texas Sh•eet, Fort Worth, Texas, 76102, and Lu Phain, and Pham Hai7-ison,
LLP (" Recipient") with offices located at Phain Harrison, LLP, Tiudall Square Building No. 2,
505 Pecan St., Suite 200, Fort Worth, Texas 76l 02. Foi- purposes of providing infoi7nation for the
investigation of a wlustleblower complaint filed with the Human Resources Employee Labor
Relation Division by Trissa Crutcher, the City may be disclosing sensitive, confidential or personal
infoni7ation ("Confidential I�ifoi7ilation" or "City provided �ilformation") to the Recipient. The
City would not malce such disclosures without Recipient's agreement to maintain confidential
treatment of such information. It is understood that confidential, sensitive or personal infoi7nation
provided by the City may be the property of City partnei•s, City employees ot• officials, as well as
of City of Fort Worth, itsel£ Therefore, the parties agree as follows:
1. Recipient will not disclose or use any sensitive, personal, or confidential information fi-om
City designated orally or in writing as "Confidential" or "Sensitive" or in lilce words, or
which Recipient should i-easonably know is sensitive or con�dential, without the prior
written consent of City, and then only to the extent speci�ed in such consent. Recipient
agrees to t�•eat Confidential Infoi-�nation as it would its own Confidential Infonnation and
to disseininate it within its own organization only to the extent necessary for the purposes
for wl�ich it has been provided and only to Recipient's einployees or consultants who are
botmd to maintain its confideiitiality. The Confidential Information is being disclosed for
the puiposes of providing information for the investigation of � whistleblower coinplaint
�led with the Human Resources Employee Labor Relation Division by Trissa Ci2itcher.
2. Such restrictions on use or disclostu-e of Confidential Infoimation described in Paragraph
1 do not extend to any infoi7nation which (i) is publicly lcnown at the time of its disclostue
(ii) is lawfully received fi�om a third party not bound in a confidential relationship to City
(iii) is published or otherwise made lcnown to the public by City (iv) is independently
developed by Recipient or Subsidiaiy of the Recipient without using Confidential
Infonnation of City or (v) is required to be disclosed ptu�suant 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 i•ettu-n all Confidential Infoi7nation received, with a
letter confirming that the Confidential lnfoi7nation has in no way been coinproinised, and
that all copies have been returned.
4. This Agreeinent 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 Consultant Agreement to which it is incoiporated remains effective (" Initial Tei7n")
with respect to any Confidential Infoimation which is disclosed by City, unless either party
notifies the other that subsequent disclosures are not to be included within the terms of this
Mr. Lu Pham
Api•i128, 2021
Page 12 of 13
Agreement. Recipient's duty to maintain the confidentiality of all Confidential Infoi7nation
shall continue even after the Consultant Agreemeiit has expired.
5. This Agreeinent specifically prohibits the Recipient froin granting any access to City
provided infoimation to any third party. The Recipient is solely responsible to protect
access to Ciry-provided information against any third party while the iufoi7nation is in the
Recipient's possession.
6. Recipient agrees that it shall store and inaintain Confidential Infoi711ation in a secu�•e
manner and shall not allow unauthorized users to access, modify, delete or otherwise
coi7•upt Confidential Infol7nation in any way. Recipient shall notify the City iinmediately
if the secm-ity or integrity of any Con�dential infoi711ation has been coinpromised or is
believed to have been compromised.
7. The Recipient shall not distribute any infonnation in any foi7n that was in all or partly
derived fi-oin any City-provided inforination.
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
RECIPIENT 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 SECURITY MEASURES
TAK�N BY THE CITY. RECIPIENT, AT RECIPIENT' S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, D�FEND AND HOLD
HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR
EMPLOYE�S FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR
OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
UNAUTHORIZED USE, DISTRIBUTION, DISCLOSUR�, OR DISSEMINATION
OF CITY CONFIDENTIAL INFORMATION AND CAUSED BY THE SOLE
NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF
RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Recipient agrees that the City shall, during the Tnitial Term, and until the expiration of three
(3) years after tei7nination 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 subrecipient, involving
transactions relating to this Agreement. Recipient agrees that the City sh�ll have access
dtiring nonnal working hours to all necessaiy Recipient, and any sub- recipient facilities
and shall be provided adequate and appropriate worlc space in order to conduct audits to
ensure coinpliance with the provisions of this section. The City shall give Recipient, or any
sub- recipient, reasonable advance written notice of intended audits.
Mr. Lu Pham
April 28, 2021
Page 13 of 13
10. The tenns 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 Ciry aud Recipient.
11. Recipient inay not assign or in aily way otheitivise hansfer any of its interest in this
Agreement without the express written consent of the City.
The signature below by an authorized i�epresentative of each party shall indicate acceptance and
agreement to the terns set forth herein.
CITY OF FORT WORTH:
��
Jesus Chapa,
Assistant City Manager
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Date
Approved as to Form and Legality:
Kelly Albin
Kelly Albin,
Senior Assistant City Attorney
Attested by:
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Mary Kay�er� J 1 U
City Secretary
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PHAM HARRISON, LLP:
RECIPIENT:
Lu Pham
April 28, 2021
Date
Date