CM-2021-149 - 5/14/2021CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
RELATED TO LIBRARY BRANDING SERVICES
WITH
RHYME AND REASON DESIGN, LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
That this Agreement for consulting services, specifically branding services e
Library (referred to 1 4i as the "Agreement"), is made and entered into on this the �y
of the month of '� , 2021, by and between the CITY OF ROUND ROCK, TEXAS,
a home -rule municipality w ose offices are located at 221 East Main Street, Round Rock, Texas
78664 (referred to herein as the "City"), and RHYME AND REASON DESIGN, LLC (referred
to herein as the "Consultant"), with a mailing address of P.O. Box 8671, Atlanta, Georgia 31106.
RECITALS:
WHEREAS, professional consulting services pertaining to branding services focused on
the Library are desired by the City; and
WHEREAS, City desires to have Consultant provide said professional consulting
services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Consultant
whereby City agrees to purchase specified services and Consultant is obligated to sell same.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
00469928/ss2
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and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
D. Services mean the services identified in the attached Scope of Services.
E. Consultant means Rhyme and Reason Design, LLC, or any successors, assigns,
subsidiaries or affiliates.
2.01 EFFECTIVE DATE, DURATION AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto and approved by the City Council, and shall remain in full force and effect unless and
until it expires by operation of the term stated herein, or until terminated or extended as provided
herein.
B. The term of this Agreement shall be for four (4) months from the effective date
hereof.
C. City reserves the right to review the Consultant's performance at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its Scope of Services. Such Scope
of Services is attached as Exhibit "A" and incorporated herein by reference for all purposes. This
Agreement, including all exhibits, shall evidence the entire understanding and agreement
between the parties and shall supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of
Services within the contract term specified in Section 2.0. Consultant's undertakings shall be
limited to performing services for City and/or advising City concerning those matters on which
Consultant has been specifically engaged. Consultant shall perform its services in accordance
with this Agreement, in accordance with any appended exhibits, in accordance with due care,
and in accordance with prevailing consulting industry standards for comparable services.
In consideration for the professional services to be performed by Consultant, City agrees
to pay Consultant a total sum not -to -exceed Ten Thousand and No/100 Dollars ($10,000.00)
for the term of this Agreement as set forth in Exhibit "A." This amount represents the absolute
limit of City's liability to Consultant hereunder unless same shall be changed by additional
Supplemental Agreement, and City shall pay, strictly within the confines of the not -to -exceed
sum recited herein, Consultant's professional fees for work done on behalf of City.
5.01 TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly
detailed invoices to City for services rendered. Each invoice for professional services shall detail
the services performed, along with documentation. All payments to Consultant shall be made on
the basis of the invoices submitted by Consultant and approved by City.
Should additional backup material be requested by City, Consultant shall comply
promptly. In this regard, should City determine it necessary, Consultant shall make all records
and books relating to this Agreement available to City for inspection and auditing purposes.
If City has any dispute with work performed, then City shall notify Consultant within
thirty (30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event, Consultant shall either (a) satisfactorily re -perform the
disputed services or (b) provide City with an appropriate credit.
Payment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of invoices, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 9.0 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
6.01 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of services to be performed is generally
enumerated in Exhibit "A." Notwithstanding anything herein to the contrary, the parties agree
that City retains absolute discretion and authority for all funding decisions, such decisions to be
based solely on criteria accepted by City which may be influenced by but not be dependent on
Consultant's work.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
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under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be late; or
B. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
malting a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
9.01 SUPPLEMENTAL AGREEMENTS
The terms of this Agreement may be modified by written Supplemental Agreement, duly
authorized by City Council or City Manager action, if City determines that there has been a
significant change in (1) the scope, complexity, or character of the services to be performed; (2)
there is an increase in the costs; or (3) the duration of the work. Any such Supplemental
Agreement must be executed by both parties within the period specified as the term of this
Agreement. Consultant shall not perform any work or incur any additional costs prior to the
execution by both parties of such Supplemental Agreement. Consultant shall make no claim for
extra work done or materials furnished unless and until there is full execution of any
Supplemental Agreement, and City shall not be responsible for actions by Consultant nor for any
costs incurred by Consultant relating to additional work not directly authorized by Supplemental
Agreement.
10.01 GRATUITIES AND BRIBES
City may, by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title S of the Texas Penal Code.
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11.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Consultant's charges.
12.01 INSURANCE
Consultant shall meet all requirements as required by the City set forth at:
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13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Courtney Ainsworth
Public Information Specialist
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
512-218-5403
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
parry's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Consultant abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods and services elsewhere, Consultant agrees that it may be charged
the difference in cost, if any, and that it will not be considered in the re -advertisement of the
service and that it may not be considered in future bids for the same type of work unless the
scope of work is significantly changed.
Consultant shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
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C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. The City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to the
Consultant.
B. In the event of any default by Consultant, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Consultant.
C. Consultant has the right to terminate this Agreement only for cause, that being in
the event of a material and substantial breach by City, upon one hundred and twenty (120) days'
written notice to City or by mutual agreement to terminate evidenced in writing by and between
the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Consultant, Consultant
shall discontinue all Services in connection with the performance of this Agreement and shall
proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts
are chargeable to this Agreement. Within thirty (30) days after such notice of termination,
Consultant shall submit a statement showing in detail the Services satisfactorily performed under
this Agreement to the date of termination. City shall then pay Consultant that portion of the
charges, if undisputed. The parties agree that Consultant is not entitled to compensation for
Services it would have performed under the remaining term of the Agreement except as provided
herein.
17.01 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not City's employees. This Agreement does not create a
partnership, employer -employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
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(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
18.0 INDEMNIFICATION
Consultant shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the negligent or
willful acts or omissions of Consultant, or Consultant's agents, employees or subcontractors, in
the performance of Consultant's obligations under this Agreement, no matter how, or to whom,
such loss may occur. Nothing herein shall be deemed to limit the rights of City or Consultant
(including, but not limited to the right to seek contribution) against any third party who may be
liable for an indemnified claim.
19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Consultant, its agents, employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this contract. The signatory executing this Agreement on behalf of the
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
20.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
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21.01 NON -SOLICITATION
All parties hereto agree that they shall not directly or indirectly solicit for employment,
employ, or otherwise retain staff of the other during the term of this Agreement.
22.01 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. All parties agree to hold all confidential information in the strictest confidence and
not make any use thereof other than for the performance of this Agreement. Notwithstanding the
foregoing, the parties recognize and understand that City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
Any and all materials created and developed by Consultant in connection with services
performed under this Agreement, including all trademark and copyright rights, shall be the sole
property of City at the expiration of this Agreement.
23.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Rhyme and Reason Design, LLC
P.O. Box 8671
Atlanta, GA 31106
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
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24.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
25.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing, duly authorized by action of the City Manager or City
Council.
26.01 DISPUTE RESOLUTION
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
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The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined to be
void.
28.01 MISCELLANEOUS PROVISIONS
Standard of Care. Consultant represents that it employs trained, experienced and
competent persons to perform all of the Services, responsibilities and duties specified herein and
that such Services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Consultant understands and agrees that time is of the essence and
that any failure of Consultant to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Consultant shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Consultant's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
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legal rights or remedies.
Force Majeure. Neither City nor Consultant shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the
dates indicated.
RHYME AND REASON DESIGN, LLC
By:
P 'nted Name: 0 e f
Title: , -re r of Operz;,Vivfi5
Date Signed:
CITY OF ROUND ROCK, TEXAS
Prinlitg Ixaple 60kS
Title:
Date Signed: {
ATTEST:
ara .. ity Clerk
FOR (. T ', APPROV D AS TO FORM:
Stephan . Sheets, City Attorney
to
Exhibit "A"
SCOPE OF WORK
City of Round Rock, Texas
Round Rock Public Library Brand Aesthetic
UPDATED: February 3, 2021
This agreement is entered into between Rhyme and Reason Design, LLC (hereinafter referred to as R&R) and the city
of Round Rock, TX (hereinafter referred to as "Client") for the Round Rock Public Library Brand Aesthetic
(hereinafter referred to as the Project).
SCOPE OF WORK
RESEARCH & IMMERSION
The best brands give an organization room to develop with a little bit of aspiration, but still remain grounded in their
culture, heritage and an understanding of what they are known for. That is why successful brands are established
first by research, then by design. It is critical to know not only where the organization has been and where it is going,
but the various perspectives, perceptions, hopes and dreams of all stakeholder groups. During this phase, R&R will
conduct a dive into the Round Rock Public Library to learn the strengths, weaknesses, opportunities and threats of the
organization.
• Education:
Digital immersion (internal purposes only)
• Brand, marketing & communications audit (if applicable)
• Creative brief development
- Foundational research & immersion:
Remote discovery session
- Two (2) hour in-depth discussion hosted by two (2) R&R team members, to include those
individuals responsible for driving the Round Rock Public Library initiative
- Held via Zoom
Account Management
Exhibit "A"
BRAND AESTHMC DEVELOPMENT
Your brand aesthetic is the foundation on which your organization's ability to communicate effectively with its target
market grows. The brand is the compilation of voice and tone, type and colors and graphic elements all woven together
to create a narrative that represents the goals of today and the aspirations of tomorrow. When you develop a strong
aesthetic, it is important to uphold its value and stress the importance of using the proper colors, fonts, usage and
layout. Therefore, a brand standards guide is developed to ensure the credibility and longevity of your brand.
• Messaging System
• Review current narrative {lexicon, communications)
Development of one (1) overarching brand promise & three (3) key messages
- Up to three (3) sentences
• To be used in print & digital marketing materials
• Establish tone/voice of the Round Rock Public Library
Key messages will be segmented towards target audiences
• Up to three (3) key messages
• Key messages will be one (1) sentence each
Two (2) rounds of revisions to the complete messaging system
Account management
• Final delivery of messaging system to include one (1) brand promise and three (3) key message
• Brand Aesthetic
Review of existing brand & physical building components
• Design of three (3) Brand extensions
To include:
• Font/typography for a wordmark
• Primary and secondary color palettes
• One (1) abstract graphic
• One (1) stamp/badge graphic
• One (1) alternate layout
Two (2) rounds of revisions to selected brand aesthetic
Account management
t Final delivery of library of final extension components including full color, one color, black & white
and reversed versions in digital and print -ready formats for future use.
Exhibit "A"
BRAND AESMMC DEVELOPMENT- Cont.
• Brand Standards Guide
Layout of one (1) brand standards guide to potentially include:
Organization overview
• Messaging
Brand promise
Key messages
+ Brand aesthetic
• Font/typography
• Color palette
• Graphic elements
• Layout alternatives
n Account management
y Final delivery of one (1) print & digital brand standards guide
Exhibit "A"
Key Assumptions
• Cost prop osallestim ate is valid for 60 days from date shown at the top of the page.
• Project is billed at $145/hovr. If project scope changes from the approved creative brief. site plan or proposal, a
change of scope will be issued and pricing is subject to change.
• Should the project be terminated prior to completion, Client will be billed based on hours worked to date.
• Content as needed to be provided by the client (photos, talking points).
• If needed, any approved stock photography and/or retouching costs will be billed in addition.
• Project billed 25% at initiation, followed by monthly billing based on a predetermined payment plan that
complements the project timeline.
• Hard costs including postage and materials are not included in this estimate.
Exhibit "A"
COST PROPOSAL
Round Rock Public Library Brand Aesthetic - Messaging, Aesthetic, Brand Standards $10.000
Exhibit "A"
FINANCIAL PLANNING
Bitting
Twenty-five percent of the total amount, or S2,S00, will be paid at project initiation. The remaining amount will be
billed on a 30-day monthly cycle. Any delinquent payment will be assessed a 10% late fee for each additional month
past due. Client will only be billed when work is being done. If project is stalled due to revisions or feedback delays,
client will not be billed.
Invoices will be sent on the last day of every month from the Rhyme And Reason Design, LLC finance department to the
appropriate Client contact. The email address, billing@rhymeandreasondesign.com, is to be used for invoice purposes
only. Should questions or concerns arise, Scarlett Rosier may be contacted at scarlett@rhymeandreasondesign.com.
Payment Schedule
In order to best accommodate for the Round Rock library Brand Aesthetic, a four -month payment plan has been
created:
Month 1 $2,500 (initial payment)
Month 2 $2,500 (2nd payment)
Month 3 $2,500 Ord payment)
Month 4 $2,500 (4th & final payment)
All questions or concerns regarding payment information are to be addressed in writing by either party in order that
the information is documented and dated for the protection of both parties.
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing a Professional Consulting Services Agreement with Rhyme
and Reason Design related to library branding services.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: S/14/2021
Dept Director: Will Hampton, Communications and Marketing Director
Cost: $10,000.00
Indexes: General Fund
Attachments: Rhyme and Reason Contract
Department: Communications and Marketing Department
Text of Legislative File CM-2021-149
As we begin construction on the new library, it is imperative that we define the library brand for the
community to embrace. This contract with Rhyme & Reason Design will build out the library's brand and
marketing materials while ensuring cohesion with the City's existing family of brands.
Rhyme & Reason has been utilized for Downtown, Shop the Rock, and other City-wide initiatives over the
past eight years and we've always been very pleased with their work.
Payment is not to exceed $10,000.
Cost: $10,000
Source of Funds: General Fund
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