Approval for Amendment #2 with Vidl SolutionsCity of Dubuque
City Council
CONSENT ITEMS # 15.
Copyrighted
December 16, 2024
ITEM TITLE: Approval for Amendment #2 with Vidl Solutions
SUMMARY: City Manager recommending City Council approval to issue a
second amendment to the contract with Vidl Solutions in the
amount of $157,800.
SUGGUESTED Receive and File; Approve
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Staff Memo Org culture consultant amendment 2 (Vidl)
3. 24_12_04 ViDL Consultant Agreement Amendment 2
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THE CITY OF
DUBE
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approval for Amendment #2 with Vidl Solutions
DATE: December 12, 2024
Dubuque
AI WIN av
2007-2012.2013
2017*2019
Assistant City Manager Cori Burbach is recommending City Council approval to issue a
second amendment to the contract with Vidl Solutions in the amount of $157,800. The
funds to support this cost were identified in FY24 general fund savings.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
1�,A� Y
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Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Shelley Stickfort, Chief Human Resources Officer
Jenny Larson, Chief Financial Officer
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THE CF
DUIj___B E-E
Masterpiece on the Mississippi
TO: Michael Van Milligen, City Manager
FROM: Cori Burbach, Assistant City Manager
DATE: December 12, 2024
RE: Approval for Amendment #2 with Vidl Solutions
Dubuque
All•Aueft C14
.WiI1CN1L1 NM_'.11.4J.F
2007-2012.2013
2017*2019
INTRODUCTION
The purpose of this memo is to request City Council approval to issue a second
amendment to the contract with Vidl Solutions in the amount of $157,800.
BACKGROUND
In March 2023, the City entered into a contract with Vidl Solutions to conduct
organizational change work with the City's department managers. Vidl's scope of work
includes an organizational review and analysis, team professional development
sessions, individual coaching, and a plan for ongoing culture sustainability. The original
contract runs through April 2025 at a cost of $147,100.
In December 2023, the City determined that the content provided by Vidl Solutions was
valuable and entered into Amendment #1 to extend training to the City's approximately
100 leadership team members. That work concluded in November 2024 at a cost of
$100,000.
DISCUSSION
Department managers and leadership team members attended monthly all -day team
sessions and participated in small -group work. Department managers have also
benefited from individual coaching provided through Vidl solutions. The group has
realized that in order to effectively share learnings with all employees of the City and
institutionalize the desired culture change, all employees need a foundational
understanding of the concepts taught to department managers and leadership team.
The attached Amendment #2 identifies an additional scope of work for Vidl Solutions to
complete beginning in January 2025. This work will consist of half -day trainings for all
City employees greater than 0.33 FTE. The contract also extends the opportunity for
additional individual coaching for department managers and leadership team members
through the end of 2025. Topics will include but not be limited to foundations of cultural
understanding, courageous communication and accountability, and inclusive leadership.
BUDGETIMPACT
The cost to implement this phase of work is $157,800. The funds to support this cost
were identified in FY24 general fund savings.
RECOMMENDED ACTION
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I respectfully request City Council approval of Amendment #2 to the Vidl Solutions
contract in the amount of $157,800.
Cc: Shelley Stickfort, Chief Human Resources Officer
Jenny Larson, Chief Financial Officer
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AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
ViDL SOLUTIONS
THIS AGREEMENT, dated for reference purposes this 16 day of
December, 2024, is by and between the City of Dubuque, Iowa, a municipal
corporation (City) and ViDL Solutions (Consultant).
WHEREAS, City is in need of professional/technical services and
Consultant represents it is duly qualified and willing to perform the services set
forth in this Agreement.
NOW THEREFORE, it is agreed by and between the parties hereto as follows:
SECTION 1. SCOPE OF SERVICES.
Consultant agrees to perform the following services for City and to perform such
services in a timely and satisfactory manner. Consultant agrees to allow City to
interview and accept or reject the participation of all proposed trainers who are
not full time consultants with Consultant.
Project Manager for Consultant will be Co -Founder Rebecca Johnson. Project
Manager for City will be Assistant City Manager Cori Burbach. Logistics,
scheduling and other project management details for the two organizations will
be managed by these two individuals.
Throughout the project, Consultant will meet with Project Manager Burbach
and/or Core Team on a monthly basis to review project goals and progress.
Consultant shall submit to the Core Team a monthly progress report. The
summary shall contain four sections. The first section shall list major events that
have occurred since the last report submittal. The second section shall list work
that will be accomplished in the upcoming weeks. The third section shall list
critical items that need immediate attention. The last section shall identify all
items that need to be addressed by City.
Phase I. Oraanizational Review & Analvsis
A. Review occurs between April 1, 2023 and April 30, 2023.
B. Consultant to conduct kickoff meeting with Core Team, review
relevant quantitative and qualitative data, and conduct 1:1 conversations
with Core Team members.
1
C. Core Team members to participate in 1:1 conversations, kickoff
meeting, and discussions regarding the data collected.
Phase 2: WorkDlan Develoament
A. Phase 2 to be completed by June 15, 2023.
B. Consultant to develop strategic plan with recommendations for training,
team building, individual professional development, policy and process
updates.
C. Core Team members to review recommendations presented by
Consultant, discuss action steps and prepare to agreed up on initiatives.
Phase 3: Training & Team Building, Individual Coaching (concurrent)
A. Phase 3 to be completed by August 30, 2024.
B. Consultant to:
1. Conduct at least six (6) full day, in -person trainings/team building
sessions for all City department managers.
2. Conduct small group sessions based on shared, identified
professional development goals.
3. Offer recommendations to Core Team regarding next steps for
team or individual professional development throughout the Phase.
4. Conduct individual professional development opportunities for all
City department managers. These opportunities will include, at a
minimum the use of one comprehensive professional assessment
tool for each department manager.
5. Provide individual coaching sessions for department managers
not to exceed six (6) sessions per 27 department managers for a
total of 162 sessions. The allocation of sessions to individual
department managers will be based on professional development
plans identified by the individuals, and not necessarily evenly
distributed across all managers.
6. As the delivery of customized solutions such as training, team
building and coaching are being delivered on an ongoing basis over
a period of 12 months, additional work will likely be necessary to
operationalize other changes in the city. During this time,
Consultant will meet with the Core Team in a consultative manner
is
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as needed to help steer the direction of these operational changes
and execute the workplan.
C. All City department heads to:
1. Complete initial coaching intake form and professional
assessment tool.
2. Engage fully in coaching sessions and team trainings/sessions
unless excused by City Manager or Assistant City Manager
3. Complete practical application assignment(s) between coaching
and training sessions when they have chosen to commit to one.
Phase 4: Final Report & Sustainability Efforts
A. Phase 4 to be completed by April 30, 2025.
B. Consultant to provide a written report to the Core Team outlining work
completed, best practices in building and maintaining healthy
organizational culture and recommended next steps for sustainability.
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Consultant shall complete all phases of the Project by April 30, 2025.
SECTION 3. GENERAL TERMS.
A. CHANGE IN SCOPE OF SERVICES. No change in scope shall be
permitted during this project without the prior written agreement of both
parties.
B. SUBSTITUTION OF PROJECT TEAM MEMBERS. The Project
Manager, partners, management, other supervisory staff and technical
specialists proposed for the project may be changed if those personnel
leave Consultant. These personnel may also be changed for other reasons
however, in either case, City retains the right to approve or reject the
replacements and no replacements shall begin working on the project
without the express, prior written permission of City.
C. INDEMNIFICATION. To the fullest extent permitted by law,
Consultant shall indemnify and hold harmless City, its officers and
employees, from and against all claims, damages, losses and expenses,
including but not limited to attorneys' fees, arising out of or resulting from
performance of the Contract, provided that such claim, damages, loss or
expense is attributable to bodily injury, sickness, disease or death, or injury
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to or destruction of property (other than the Project itself) including loss of
use resulting therefrom, but only to the extent caused in whole or in part by
negligent acts or omissions of Consultant, Consultant's subcontractor, or
anyone directly or indirectly employed by Consultant or Consultant
subcontractor or anyone for whose acts Consultant or Consultant's
subcontractor may be liable, regardless of whether or not such claim,
damage, loss or expense is caused in part by a party indemnified
hereunder.
D. TERMINATION. City may terminate this Agreement, with or without
cause, upon delivering fourteen (14) days written notice to Consultant.
E. ERRORS & OMISSIONS. In the event that the work product
prepared by Consultant is found to be in error and revision or reworking the
work product is necessary, Consultant agrees that it shall do such revisions
without expense to City, even though final payment may have been
received. Consultant must give immediate attention to these changes so
there will be a minimum of delay during construction. The above and
foregoing is not to be constructed as a limitation of City's right to seek
recovery of damages for negligence on the part of Consultant herein.
F. SUBLETTING, ASSIGNMENT OR TRANSFER. Subletting,
assignment, or transfer of all or part of the interest of Consultant in this
Agreement is prohibited unless written consent is obtained from and
approved by City.
G. EMPLOYEMENT PRACTICES Consultant shall not commit any of
the following employment practices and agrees to prohibit the following
practices in any subcontracts.
1. To discharge or refuse to hire any individual because of age,
color, familial status, gender identity, marital status, mental/physical
disability, national origin, race, religion/creed, sex, or sexual
orientation.
2. To discriminate against any individual in terms, conditions, or
privileges of employment because of age, color, familial status,
gender identity, marital status, mental/physical disability, national
origin, race, religion/creed, sex, or sexual orientation.
H. Consultant agrees to furnish, upon termination of this Agreement
and upon demand by City, copies of all basic notes, reports, charts,
computations, and any other data prepared or obtained by Consultant
pursuant to this Agreement without cost, and without restrictions or
limitation as to the use relative to specific projects covered under this
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Agreement. In such event, Consultant shall not be liable for City's use of
such documents on other projects.
I. City agrees to tender to Consultant all fees in a timely manner,
excepting, however, that failure of Consultant to satisfactorily perform in
accordance with this Agreement shall constitute grounds for City to withhold
payment of an amount determined by City to be sufficient to properly
complete the Project in accordance with this Agreement.
J. If any part of this Agreement is found invalid, it is agreed that the
remaining parts shall be deemed severable and shall continue in full force
and effect.
SECTION 4. CONFIDENTIAL INFORMATION.
Consultant agrees that all business, personnel, technical, creative and financial
information Consultant learns or obtains during the period over which it is providing
services that relate to City or that are received by or for City in confidence,
constitute "Confidential Information" Consultant will hold in confidence and, except
in performing the services for City, not disclose or allow to be disclosed.
Consultant also recognizes and agrees that Consultant personnel have no
expectation of privacy with respect to City's telecommunications, networking or
information processing systems and that their activity and any files or messages
on or using any of those systems may be monitored at any time without notice at
City's premises. Consultant agrees to keep the Confidential Information
confidential and will not at any time during the term of this Agreement or any time
thereafter divulge Confidential Information in any manner to any person other than
Consultants employees or agents with a legitimate need to know in order to
perform services for City.
Confidential Information does not include any information that: i) is or becomes
within the public domain through no act of Consultant, ii) was in the possession of
Consultant prior to its disclosure under this Agreement as shown by written
records, iii) is independently developed by Consultant without reference to any
Confidential Information, iv) is received from a source other than the City or its
affiliates, employees, agents, subcontractors or consultants without any restriction
on its use or disclosure, as shown by written record, or v) is required by law to be
disclosed in the written opinion of City's legal counsel.
SECTION 5. COMPENSATION FOR SERVICES.
Consideration for all services performed and goods or materials supplied by
Consultant pursuant to this Agreement shall be paid by City as follows:
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A. Compensation not to exceed One Hundred Forty Seven Thousand
One Hundred Dollars ($147,100). Compensation shall be spent within the
phases described in Consultant's Project Cost Estimate unless
reallocation of costs is agreed upon in advance by City and Consultant in
writing.
B. Reimbursement for travel and subsistence expenses actually and
necessarily incurred by Consultant in performance of this Agreement in
addition to those Travel Per Unit costs already identified in Consultant's
Project Cost Estimate must be approved in writing and in advance of
travel by City.
C. The total obligation of City for all compensation and
reimbursement to Consultant shall not exceed One Hundred Forty Seven
Thousand One Hundred Dollars ($147,100).
SECTION 6. INSURANCE.
Consultant shall provide insurance as described in the attached Insurance
Schedule at all time during the performance of this Agreement.
CITY OF DUBUQUE, IOWA ViDL SOLUTIONS
By:�zAz �M �cvh ��_ By
Title: City Manager Title:
Date: 12/17/2024 Date:
ATTEST- %
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INSURANCE SCHEDULE
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INSURANCE SCHEDULE J
shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for
the coverage required in Exhibit I prior to commencing work and at the end of the project if the
term of work is longer than 60 days. Contractors presenting annual certificates shall present a
certificate at the end of each project with the final billing. Each certificate shall be prepared on
the most current ACORD form approved by the Iowa Department of Insurance or an equivalent
approved by the Director of Finance and Budget. Each certificate shall include a statement under
Description of Operations as to why the certificate was issued. Eg: Project # or Project
Location at or construction of
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in
Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each certificate shall be furnished to the Finance Department of the City of Dubuque.
4. Failure to provide coverage required by this Insurance Schedule shall not be deemed a waiver of
these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance
shall be considered a material breach of this agreement.
5. Contractors shall require all subconsultants and sub-subconsultants to obtain and maintain during
the performance of work insurance for the coverages described in this Insurance Schedule and
shall obtain certificates of insurances from all such subconsultants and sub-subconsultants.
Contractors agree that they shall be liable for the failure of a subconsultant and sub-
subconsultant to obtain and maintain such coverages. The City may request a copy of such
certificates from the Contractor.
6. All required endorsements shall be attached to certificate of insurance.
7. Whenever a specific ISO form is listed, required the current edition of the form must be used, or
an equivalent form may be substituted if approved by the Director of Finance and Budget and
subject to the contractor identifying and listing in writing all deviations and exclusions from the
ISO form.
8. Contractors shall be required to carry the minimum coverage/limits, or greater if required by law
or other legal agreement, in Exhibit I. If the contractor's limits of liability are higher than the
required minimum limits then the provider's limits shall be this agreement's required limits.
9. Contractor shall be responsible for deductibles and self -insured retention for payment of all policy
premiums and other cost associated with the insurance policies required below.
10. All certificates of insurance must include agents name, phone number, and email address.
11. The City of Dubuque reserves the right to require complete, certified copies of all required
insurance policies, including endorsements, required by this Schedule at any time.
12. The City of Dubuque reserves the right to modify these requirements, including limits, based on
changes in the risk or other special circumstances during the term of the agreement, subject to
mutual agreement of the parties.
A
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INSURANCE SCHEDULE J (continued)
Exhibit I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit (any one occurrence) $50,000
Medical Payments $5,000
1) Coverage shall be written on an occurrence, not claims made, form. The general
liability coverage shall be written in accord with ISO form CG 00 01 or business
owners form BP 00 02. All deviations from the standard ISO commercial general
liability form CG 00 01, or business owners form BP 00 02, shall be clearly
identified.
2) Include endorsement indicating that coverage is primary and non-contributory.
3) Include Preservation of Governmental Immunities Endorsement. (Sample
attached).
4) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers. Use ISO form CG 20 26.
5) Policy shall include Waiver of Right to Recover from Others endorsement.
B) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor's
business does not own any vehicles, coverage is required on non -owned and hired
vehicles.
1) Policy shall include Waiver of Right to Recover from Others endorsement.
C) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as
prescribed by Iowa Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
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INSURANCE SCHEDULE J (continued)
If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers'
Compensation Insurance, the Contractor shall have a copy of the State's Nonelection of
Workers' Compensation or Employers' Liability Coverage form on file with the Iowa
Workers' Compensation Insurance Commissioner, as required by Iowa Code Section
87.22. Completed form must be attached.
D) UMBRELLA/EXCESS LIABILITY $1,000,000
The General Liability, Automobile Liability and Workers Compensation Insurance
requirements may be satisfied with a combination of primary and Umbrella or Excess
Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of
the primary policies, it shall include the same endorsements as required of the primary
policies including Waiver of Subrogation and Primary and Non-contributory in favor of the
City.
E) PROFESSIONAL LIABILITY $1,000,000
If the required policy provides claims -made coverage:
1) The Retroactive Date must be shown and must be before the date of the
agreement.
2) Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the work or services.
3) If coverage is canceled or non -renewed and not replaced with another claims -
made policy form with a Retroactive Date prior to the date of the agreement, the
contractor must provide "extended reporting" coverage for a minimum of five (5)
years after completion of the work or services.
F) CYBER LIABILITY/BREACH $1,000,000
Yes No
Coverage for First and Third Party liability including but not limited to lost data and
restoration, loss of income and cyber breach of information.
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Please be aware that naming the City of Dubuque as an additional insured as is required by this
Insurance Schedule may result in the waiver of the City's governmental immunities provided in Iowa Code
sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent
form.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase
of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any
of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa
Section 670.4 as it is now exists and as it may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those
claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it
now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa
Section 670.4 shall be covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting
any defense of governmental immunity, and may do so at any time and shall do so upon the timely written
request of the insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer
shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for
reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of
the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPECIMEN
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AMENDMENT #1
THIS AMENDMENT, dated for reference purposes this _19_ day of _Dec ,
2023, is by and between the City of Dubuque, Iowa, a municipal corporation (City) and
ViDL Solutions (Consultant).
WHEREAS, City and Consultant continue to work to achieve the original scope
of services identified in this Agreement, to be completed by August 30, 2025, and
WHEREAS, the City and Consultant agree that in addition to the current work
being completed by the City's 27 department managers, in order for the desired
organizational change goals to be achieved, work must include the City's Leadership
Team, which currently totals 110 supervisors and leaders across all departments
NOW THEREFORE, it is agreed by and between the parties hereto as follows:
SECTION 1. SCOPE OF SERVICES.
Phase 5: Training & Team Building of Leadership Team members
A. Phase 5 to begin in May 2024, run concurrently to Phases 1-4 with
department managers, identified in the original contract, and be completed by May
2025.
B. Consultant to:
1. Conduct at least three (3) full day, in -person trainings/team building sessions
for all City leadership team members who are not part of the department manager
group. The leadership team will be divided in cohorts to complete these sessions so
that Consultant trainers will deliver up to nine (9) full days of training in Dubuque.
Topics will include but not be limited to foundations of cultural understanding,
courageous communication and accountability, and inclusive leadership.
2. Offer recommendations to Core Team regarding next steps for team or
individual professional development throughout the Phase.
SECTION 2. COMPENSATION FOR SERVICES.
The total obligation of City for all compensation and reimbursement to Consultant for
this new scope of work shall not exceed $100,000.
CITY OF DUBUQUE, IOWA ViDL SOLUTIONS
By: By:
`K
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Title: Assistant City Mgr Title:
Date: 1.5.24 Date:
ATTEST:
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AMENDMENT #2
THIS AMENDMENT, dated for reference purposes this _ day of , 2024, is
by and between the City of Dubuque, Iowa, a municipal corporation (City) and ViDL
Solutions (Consultant).
WHEREAS, City and Consultant continue to work to achieve the original scope
of services identified in this Agreement, to be completed by August 30, 2025, and
WHEREAS, the City and Consultant agree that in addition to the current work
being completed by the City's department managers and leadership team, in order for
the desired organizational change goals to be achieved, work must include all
permanent, fulltime City staff
NOW THEREFORE, it is agreed by and between the parties hereto as follows:
SECTION 1. SCOPE OF SERVICES.
Phase 6: Professional Development for All Permanent, Fulltime Staff
A. Phase 6 to occur between January and December 2025, running concurrently to
any remaining work from the original contract and Amendment #1.
B. Consultant to:
a. Conduct at least eleven (11) half -day, in -person professional development
sessions for all City fulltime, permanent City staff who are not part of the
department manager or leadership team group. Topics will include but
not be limited to foundations of cultural understanding, courageous
communication and accountability, and inclusive leadership.
b. Provide ongoing individual coaching for department managers and
leadership team members. Report regularly to City Project Manager to
ensure this service stays within budget parameters.
SECTION 2. COMPENSATION FOR SERVICES.
The total obligation of City for all compensation and reimbursement to Consultant for
this new scope of work shall not exceed $157,800.
CITY OF DUBUQUE, IOWA ViDL SOLUTIONS
By: By:
Title: Assistant City Mgr Title:
`[!
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Date:
ATTEST:
Date:
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