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8532- Executed contract Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F RFP Mission, Vision, and Rebranding Initiative Kayla Clark No 8532 June 4, 2024 N/A 24-1093 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 8532 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and The MODassic Group, LLC. Dba CivicBrand, with its corporate office at 508 W. Lookout Drive, #14-1030, Richardson, TX 75080, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Mission, Vision, and Rebranding Initiative as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 8532 – Mission, Vision, and Rebranding Initiative, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F 6/4/2024 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 12 B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 12 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $80,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 12 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 12 ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 12 failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: The MODassic Group, LLC. Dba CivicBrand City of Denton Ryan Short Purchasing Manager –File 8532 508 W. Lookout Dr #14-1030 901B Texas Street Richardson, TX 75080 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 12 negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 12 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFP 8532 – Mission, Vision, and Rebranding Initiative (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule and Rate Sheet Exhibit C – Consultant’s Insurance Requirements Exhibit D – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Ryan Short. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 12 provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 12 Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 12 ARTICLE XXVIII Termination Right for Contracts with Companies Doing Business with Certain Foreign- Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. ARTICLE XXIX CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 8532 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXX PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 12 violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ SARA HENSLEY, CITY MANAGER ATTEST: LAUREN THODEN, City Secretary BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: The MODassic Group, LLC. Dba CivicBrand “CONSULTANT” __________________________________ BY: Ryan Short ___2024-___________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F 1160679 Chief Communications Officer Marketing and Communications Dustin Sternbeck 06/05/2024 MISSION, VISION, AND REBRANDING INITIATIVE CITY OF DENTON, TEXAS MARCH 2024 EXHIBIT B DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City of Denton, As a 2002 graduate of the University of North Texas I am proud to see my career come full circle with the opportunity to work with the great City of Denton. For the last 16 years, our firm has refined our process, team, and capabilities to become a leading firm in city and place branding. Our unmatched approach to public engagement, city government brand architecture, and intimate understanding of Denton make us uniquely qualified for this project. We are excited to share our capabilities, work, and customized approach with you and look forward to speaking with you further. Ryan Short CEO, CivicBrand 2002 UNT graduate DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F TABLE OF CONTENTS PROJECT UNDERSTANDING ...................................................................4 CIVICBRAND OVERVIEW ...................................................................5-11 PROJECT TEAM.....................................................................................12 LOCAL PARTNERS ...........................................................................13-14 APPROACH ......................................................................................15-23 PROJECT SAMPLES .........................................................................24-30 PROJECT SCHEDULE ............................................................................31 BUDGET ...............................................................................................32 CONTACT Ryan Short ryan@civicbrand.com (214) 586-0795 224. W. Rainbow Blvd. #122 Salida, CO 81201 CivicBrand.com Page 3CivicBrand.com YOUNG VOLUNTEER AT PLACEMAKING ACTIVATION IN WACO, TX DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F Project Understanding CivicBrand recognizes that the City of Denton's comprehensive rebranding effort is aimed at refining its mission and vision statements, overhauling its municipal brand including logo and graphics, creating a style guide, and crafting a strategic marketing and communications plan to introduce the updated mission, vision, and brand identity to key stakeholders. Outlined in your scope of work request, the following objectives are paramount: Clarity & Unity - At CivicBrand, we simplify complex concepts through design and brand architecture. With extensive experience, we guide city governments towards clarity, ensuring a brand and message that resonates with all stakeholders. Community Engagement – With national engagement experience, we are industry leaders in public engagement, engaging diverse communities across cities and college campuses, emphasizing equity in public participation. Harmony, Adaptability & Consistency – Specializing in brand architecture for city governments, we have extensive experience in developing cohesive brand strategies that speak to diverse audiences while delivering a consistent and harmonious branding strategy, simultaneously allowing individual departments to achieve their individual goals. Data-Driven Approach – We value both qualitative and quantitative data, using it to inform our design process. Our approach ensures that engagement data influences decision-making, resulting in tailored solutions. Authenticity – Unlike branding firms that focus on tourism and external audiences, our entire process is driven by a locals-first approach that develops an authentic brand reflective of the values of your staff and community. Diversity and Inclusion – Our engagement process prioritizes equity, ensuring all voices shape the branding process. Our founder's Forbes article on equity in public engagement highlights our commitment to diversity and inclusion. Page 4CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F A team of creatives and strategists that are all passionate about place. We love witnessing the power design has on communities and proving that value with real metrics. Whether it’s measuring the economic impact of a project or counting the number of people holding hands on a street after a placemaking activation we are here for it and love doing what we do. 1616 Years in business. Here’s the original crew in 2008. Starting out in a recession you quickly learn how to run lean while delivering value. 32,000+32,000+ Photos taken. It’s probably more but that’s what we currently have in our Google Photos account. 76,12376,123 Miles traveled last year - it’s an educated guess based on google maps - but we’re on the road a lot. 200200 Gallons of paint on a recent placemaking street mural. 1818 Awards won. It’s not why we do this but it's nice to see clients recognized on a national & global stage. 1111 Talks given last year by CivicBrand CEO Ryan Short on Place branding, engagement & placemaking. BY THE NUMBERS DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F STAFF BRANDING WORKSHOP FOR CITY OF SANTA FE, NEW MEXICO Featured Clients Page 6CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F PROJECT LEAD Page 7CivicBrand.com Founded in 2008, CivicBrand works directly with cities, counties, CVBs, DMOs, and downtown organizations to implement public engagement, community visioning, place branding, placemaking, wayfinding, and destination marketing strategies. Cities are complex, involving multiple departments, community organizations, a mix of public and private efforts, entities that both compete and collaborate, and serve diverse audiences. But at the end of the day, it is one place. Effective place branding looks beyond just logos and instead creates a comprehensive brand platform and brand architecture that serves a range of needs. This requires deep expertise in equitable engagement, local government, economic development, user experience, design leadership, brand strategy, and tourism and destination marketing. There are countless firms and local freelancers that can create a nice-looking logo, but communities don't need yet another logo or even another campaign. Places need clarity on who they are. They need a shared vision that unites and inspires. At CivicBrand, we specialize in helping communities carefully navigate this process and tell the story that delivers real impact for its residents, staff, and stakeholders. 2023 Finalist - Best Use of Design | Place Branding, High Point, NC 2021 Finalist - Best Use of Data | Placemaking, Waco, TX 2019 Finalist - Best Use of Design | Place Branding, Waupaca, WI 2018 Finalist - Best Citizen Engagement | Place Branding, Park Rapids, MN 16 years of helping communities become the best version of themselves "MADE-IN" BRAND POP-UP SHOP FOR TWO RIVERS, WI DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F City & Place Branding Destination Marketing Our expertise Public Engagement Placemaking & Wayfinding WATCH OUR HIGHLIGHT REEL vimeo.com/483150148 Page 8CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F To succeed in this space requires a deep understanding of how civic entities work, the role of public/private partnerships, funding options, planning & development, and public engagement. There are many great design firms out there that work across a range of industries, from hotels to liquor brands, yet lack deep experience in the civic realm. On the other hand, there are civic consultants who are well-versed in the civic space; however, they either outsource design work or their creative output leaves much to be desired. At CivicBrand, we offer the best of both worlds. There isn’t a design firm that possesses a deeper understanding of the civic space than us, and there isn’t a civic consultant with our level of design talent. "CivicBrand's designs are cutting edge and don't have that conventional government look and feel. They really helped set us up for success." Rich Brown, Economic Development Director City of Santa Fe, NM Creating a shared identity through place branding Page 9CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F There is no one-size-fits-all public engagement strategy. Each community requires a unique combination of strategies designed to reach the entire community - from senior citizens to students, online and offline, across multiple languages, and across all socioeconomic classes. We go where the people are and use the right tools to reach the right audience. Public engagement is the foundation of every project we take on. Our company’s mission was built on this quote by activist Jane Jacobs: “Cities have the capability of providing something for everybody, only because, and only when, they are created by everybody. In-Person On-The-Street Engagement Placemaking Activations Workshops / Charrettes Kids & Student Events Focus Groups & Interviews Live Polling Pop-up Shops & Events Virtual Engagement Websites Virtual Engagement Rooms Community Podcast Series Interactive Mapping Tools Online surveys Social media outreach Interactive Virtual Focus Groups "Equity in Public Engagement" Scan the QR code to read our article on Forbes.com The industry leader in public engagement Page 10CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F There’s a significant difference between a true ‘place’ and simply real estate or a collection of buildings. Placemaking and Wayfinding can create a genuine destination by integrating elements of place branding and identity into the built environment, alongside a focus on how people utilize and move through the space or community. It goes beyond merely signage or decorating the built environment and addresses safety, walkability, beautification, traffic calming, urban design, and even creatively tackles parking challenges and perceptions. From permanent wayfinding signage systems to temporary activations of blocks, intersections, alleyways, parking lots, and vacant spaces, CivicBrand works with communities to infuse their brand into the built environment and shape the overall user experience. Creating places people love through placemaking & wayfinding Page 11CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F We’re a multidisciplinary team of strategists, creatives, place-makers and story-tellers with a passion for helping communities tell their story. Everyone at CivicBrand is passionate about "place" as we all deeply understand and care about how our communities shape our lives. We have a distributed team which allows us to hire the very best talent across the county regardless of location. CivicBrand Dallas, TX Salida, CO Las Cruces, NM Richmond, VA We have brought on Bret Hawkins and Antero Group as additional Denton based sub-consultants to assist with the project and provide additional local insight. Bret Hawkins Denton, TX Antero Group Denton, TX Meet the Team Ryan Short Founder & Creative Director Banner Short Founder Colin Coolidge Designer Brisa Byford Engagement & Strategy Clay Hervey Photo & Video Matt Henry Photo & Video Bret Hawkins Designer, Local Partner Denton, TX Kelsy Boyle Designer Michael Schmitz Antero Group Engagement support Denton, TX Sean Norton Antero Group Engagement support Denton, TX Page 12CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F Bret Hawkins is a graphic designer, entrepreneur, and Denton County native with 14 years of experience in the creative industry. He specializes in designing comprehensive brand identities but also excels in copywriting, illustration, hand-lettering, and web design. His client list includes Dr. Seuss, Vacasa, comedian Tim Hawkins, Voltage Coffee Project, Norman Roscoe, Southeastern Seminary, Radical Hospitality, and Mighty Swell. He graduated from the Communication Design program at the University of North Texas in 2016 and has been living and working in the 76201 area since 2012. Bret’s entrepreneurial spirit has given him a unique insider’s approach to brand identity design. Since 2013, he has co-founded three of his own concepts - all based in Denton - and grown them into successful businesses: Gnome Cones, Keep Exploring, and Texas Tee House (now owned by Norman Roscoe). Acting as founder and lead creative for all three concepts forged in him the grit and resourcefulness needed to build both a brand and a business from the ground up. Bret is a great collaborator and prides himself on his ability to work in a broad swath of styles and industries. No matter the scope, he treats every project as if it were his own venture – obsessing over every pixel and word to ensure his clients’ vision and visuals are in sync. Whether you need an experienced consultant to refresh your existing brand or create a new one from scratch, Bret is the creative for the job. Local partner bringing additional design chops and Denton knowledge SUB CONSULTANT Page 13CivicBrand.com BRET HAWKINS DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F While the CivicBrand team will fully lead the entire process, we have enlisted Antero Group as a sub- consultant that will be an extension of the CivicBrand team for any in-person engagement. Antero Group has experience in public engagement, and having an office located right on the square in Downtown Denton will allow us to be even more efficient with your budget by utilizing additional local engagement support at key milestones of the engagement process. Antero Group, a multidisciplinary firm with 20 employees and local offices in downtown Denton, Denver, and Chicago, specializes in urban planning, economic development, branding, marketing, and civil engineering. Founded in 2015, Antero has a reputation for creating vibrant places, facilitating economic development, and cultivating innovative and sustainable communities. Antero’s team members are active in the Denton community and are involved in several civic groups such as the Denton Chamber of Commerce, Denton Main Street Program, and participate in the Town Making series hosted by Stoke. Additional local engagement support right on the square in Downtown Denton SUB CONSULTANT Page 14CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F Brand Strategy Task 3 Approach City of Denton Mission, Vision, and Rebranding Initiatve 1.1 Kick off meeting 1.2 Committee Meetings 1.3 Status Checks 1.4 Project website 1.5 Data Transfer Kick-Off & Project Management Task 1 3.1 Mission & Vision 3.2 Brand Story & Principles 3.3 Identity & Brand Architecture 3.4 Messaging & Visual Language 3.5 Brand Guidelines Research, Engagement & Audit Task 2 2.1 Trip 1 - Engagement & Asset Audit 2.2 Virtual Engagement & Research 2.3 Trip 2 - Equitable Engagement 2.4 Place Brand Audit Implementation Task 4 4.1 Implementation Plan 4.2 Impact v. Effort Matrix 4.3 Management & Measurement 4.4 Launch Plan Page 15CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F CIVICBRAND STRATEGIST BRISA BYFORD LEADING A FOCUS GROUP Project Management & Kick-Off A process built on proactive communication & transparency Task 1.1 Kick-Off Meeting We kick-off the project with a virtual meeting with the staff project team to align on project goals, processes and timelines. In this meeting we will also discuss committee development, role of the committee, and background items needed for the data transfer. Task 1 1.2 Committee Meetings We will work with the staff project team to establish an advisory committee that is representative of the your organization and the community. The committee will be used as a sounding board at various milestones in the process. We will present findings and concepts to the committee meeting at key milestones. The committee will also serve as an action committee to assist in identifying key stakeholders during the engagement phase of the project. There will be approximately 5 committee meetings. Most committee meetings will be virtual with the exception of those Page 16CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F PROJECT WEBSITE FOR CITY OF LUBBOCK, TX BRANDING PROJECT that are during community visits. 1.3 Status Checks We will work with the staff project team to establish the schedule for regular check-in meetings. The frequency of the meetings will change at various stages of the project. 1.4 Project website We will launch a project website which will serve as the 24/7 hub of public information for the project. This will allow us to keep all stakeholders informed about the process and will offer multiple options for interactive engagement and survey questions throughout the project. 1.5 Data Transfer CivicBrand will request relevant background information from the staff project team including previous mission, vision, branding, and marketing efforts, strategic plans, engagement efforts, community assets, current brand assets and files, maps, and other relevant documents. It is vital that efforts like these reference and coalesce other plans and engagment that has already been done to avoid engagement fatigue, to build off work already done and to not operate in a silo. Page 17CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F CIVICBRAND TEAM CONDUCTING AN ASSET AUDIT IN HIGH POINT, NORTH CAROLINA Research, Engagement & Audit In depth research and equitable engagement in order to measure twice and cut once 2.1 Trip 1 - Engagement & Asset Audit On Trip 1 the CivicBrand team will meet with the staff team and tour key assets within the community, establish existing conditions, and conduct initial interviews and in-person focus groups. We will also conduct on-the- street engagement with residents and Task 2 business owners as we explore the community. The CivicBrand team also take inventory of and audit community assets during this first trip. 2.2 Virtual Engagement & Research Between Trip 1 and Trip 2 we will conduct robust digital engagement and research. This includes interviews, virtual focus groups, interactive surveys as well as auditing competing communities. CivicBrand is an industry leader in digital engagement and we have a wide range of tools and tactics to reach the community in an effective and efficient way which makes the Page 18CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F POP-UP ENGAGEMENT EVENT IN HIGH POINT, NC budget go that much further. This will include in-depth engagement with both the public at large as well as city governement staff and key stakeholders to ensure that we full understand the needs to staff, perceptions of the community, and needs of audiences you communicate with. In addition to the digital engagement, CivicBrand will research the community’s online presence and audit how that compares to competing communities for similar assets and amenities through the lens of a persona based target audience approach. By bringing on two local Denton sub-consultants we will also have the opportunity for additional in- person engagement and local support between our two key site visits. 2.3 Trip 2 - Equitable Engagement A major focus of Trip 2 is equitable engagement and reaching those demographics and groups we haven’t heard from during Trip 1 or during the digital engagement and pop-up phase of the project. If you Google “equity in public engagement” the first thing that comes up will be a Forbes article by our founder. We will be closely monitoring who we have heard from and who we haven’t. We then make additional efforts through community partners, pop-ups, and on-the-street engagement strategies to reach audiences we have yet to connect with. As an example often includes partnerships with schools, churches or cultural groups, and on-the-street engagement in key neighborhoods, and student and youth focus groups or through community events. On Trip 2 we will visiting any assets that were not visited on Trip 1 or that we need to gather more information on and conducting final staff focus groups and interviews. 2.4 Place Brand Audit This phase ends with the Place Brand Audit which is a 100+ page document that details all of our findings across engagement and research. This is the first key deliverable and sets the stage for entering into the brand strategy phase. The Place Brand Audit provides a SWOT analysis across numerous categories and covers both the entire community. Page 19CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F CUSTOM BRAND ILLUSTRATION BY CIVICBRAND DESIGN TEAM Brand Strategy A comprehensive brand platform is far more than just a logo and tagline 3.1 Mission & Vision Everything we learn in the Place Brand Audit will shape the mission & vision. While we will engage with diverse groups of residents, staff, and stakeholders, we seek to find the underlying shared values and common thread with which a shared brand vision Task 3 can be created. With a clear and shared vision for the future we will begin developing a strategy needed to achieve that vision and bring that mission and vision to life. 3.2 Brand Story & Principles The brand story brings the vision to life through an inspiring narrative that captures the essence of the brand and the strategic vision. Brand principles are developed and used as a decision making filter for all implementation tasks and creative. Page 20CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F BRAND MESSAGING IN LUBBOCK, TX 3.3 Identity & Brand Architecture With an approved brand vision, story, and principles, we will bring the brand to life through identity design. We will create a comprehensive brand platform and brand architecture that defines a primary brand and various sub-brands and endorsement brands that can be used strategically to make up the overall brand platform. City government brand architecture is our specialtiy and we have extensive experiences in develop unfieid brand strategies that still have the flexibility and adapability to support all departments, events, and assetes and their diverse needs while contributing to the overall brand. 3.4 Messaging & Visual Language In addition to the logo and brand architecture elements, we will develop messaging and a visual language. This is the look, feel, voice, tone, colors, and surrounding elements that all shape how the brand will be communicated and brings the brand to life. 3.5 Brand Guidelines We will produce a brand guidelines document that details how the brand should be used. This will define logo usage, brand architecture rules, fonts, colors, icons, and imagery. This document serves as a reference document for staff and any vendors or contractors who work with the brand. Page 21CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F BRANDING AND MONUMENT SIGNAGE FOR BURLESON, TEXAS Implementation & Marketing Plan A brand is built by living the brand promise on a daily basis 4.1 Implementation & Marketing Plan The greatest brands in the world meant nothing on day 1. Their value is all based on how they are implemented, managed, and ultimately fulfilling the brand promise on a daily basis. The implementation plan is organized by the strategic focus areas and provides a Task 4 priority matrix for how the brand should be implemented. This is a multi-phase and multi-year implementation plan. 4.3 Impact v. Effort Matrix It is important that an implementation has a healthy balance of quick win projects and bigger projects and tasks. They can’t all be small and they can’t all be big. We will plot all recommendations on an impact vs effort matrix which will help prioritize which projects should be tackled first. Page 22CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F CIVICBRAND VIDEO SHOOT AT MT. HOOD FOR CLACKAMAS COUNTY, OREGON 4.4 Management & Measurement A key element of implementation is identifying key metrics including brand awareness, net promoter score, overall buy-in and adoption of the brand, as well as specific performance metrics. We will develop a management and measurement strategy and identify the key roles and responsibilities. 4.5 Launch CivicBrand will work with the project team and committee to determine the appropriate launch strategy. In some cases a brand launch with a big splash is appropriate while in other communities soft launching the branding and successfully launching key catalyst projects is best as it can build momentum in a natural way. Developing the launch plan is a key catalyst project. Page 23CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F A city brand that engages the entire community Proving a city government brand strategy can inspire an entire community. Our work with the City of High Point, NC, has won international awards and has proven firsthand how a city government brand (not a destination marketing brand!) can bring together the entire community. Being known as the furniture capital of the world was great for visitors and those in the furniture industry, but what did that mean for locals and local government? We developed a community-first brand strategy that carries across city departments, the built environment, and brings the entire community together! HIGH POINT, NORTH CAROLINA PLACE BRANDING COMMUNITY-WIDE BRAND STRATEGYNC Page 24CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F TOWN OF BRECKENRIDGE, COLORADO TOWN CORE VALUES MT. HOOD TERRITORY & CLACKAMAS COUNTYCO Core Values for the Town of Breckenridge Empowering town staff to live their core values on a daily basis CivicBrand collaborated with the Town of Breckenridge, CO to translate their core values from rhetoric to daily practice. Too often, mission, vision, and core values are generic statements that lack meaningful action. We developed a field guide that articulates the town's values and provides actionable steps for implementing and living them daily. This empowered staff to recognize and embrace colleagues who exemplify these values, fostering a culture where authenticity and recognition intertwine. The campaign came to life through the field guide, photography, and a video shown to new employees. Page 25CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F CITY OF WAUPACA, WISCONSIN PLACE BRANDING COMMUNITY-WIDE BRAND PLATFORMWI A municial brand that works across the community A City, Chamber, and CVB collaboration, creating a true place brand platform Through in-depth engagement and design we developed a brand platform that cast a common vision while at the same time allowing different departments and entities to use the brand to support their different goals. The city, like most communities, needs to attract city staff, talent, residents, businesses and visitors, but they need to do so in a way that is effective and efficent. This brand platform leverages the entire community to tell its story. Page 26CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F CITY OF BURLESON, TX PLACE BRANDING COMMUNITY-WIDE BRAND PLATFORMTX Managing growth through place branding A community wide brand platform that protects culture while growing Burleson, TX is in the Dallas / Fort Worth metroplex and has experienced unprecedented growth. Therefore Burleson didn't need branding to attract residents, investment or even visitors. Instead, they needed branding for something even more important - to define and protect their identity as they grow. We developed a brand platform and implementation plan that consisted of place brand, city government brand, made-in brand, and resident brand that all work together. We also designed all of the signage and monuments for their newly built town square. Page 27CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F CLACKAMAS COUNTY, OREGON DESTINATION MARKETING MT. HOOD TERRITORY & CLACKAMAS COUNTYOR Capturing the spirit of the Mt. Hood Territory Building a photo and video content library for Clackamas County As part of a larger county-wide branding initiative for Clackamas County, Oregon, a key task was producing a library of high quality imagery. The goal was to build a robust and diverse library of imagery that county staff could utilize for a wide variety of marketing and communication needs. Our team captured hundreds of photos and hours of video footage including Mt. Hood, the different cities in Clackamas County, local farms, businesses, residents, parks, transit, recreational activities, and the diverse residents that make up the county. Page 28CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F DOWNTOWN GARLAND, TX DISTRICTBRANDING PLACEMAKING AND BRANDINGTX Making downtown a place for everybody Public engagement, placemaking and downtown brand strategy Downtown Garland is the heart of Garland, TX and has changed over the years. There was uncertainty on who downtown was for. Is it for shopping? Is it for night-life? Artists? Families? CivicBrand conducted a placemaking activation and multiple rounds of engagement to understand what Downtown Garland means to residents and what they want it to be in the future. Together we developed a brand strategy and vision plan that shows that Downtown Garland is for everyone and created an implementation plan to actually live up to that. Page 29CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F TWO RIVERS, WISCONSIN PLACE BRANDING A COMMUNITY WIDE BRAND PLATFORMWI Staying true to our past to inspire our future A made-in brand and place brand that brings back our entrepreneurial spirit Two Rivers was established as a fishing and factory town on beautiful Lake Michigan. The factory closed years ago and the town was struggling to find its identity and a new path forward. Some thought they would never thrive again unless another large employer came to town. CivicBrand helped develop a place brand strategy that doesn't rely on an outside company to bail them out but instead inspires and helps residents rediscover the community’s entrepreneurial spirit to reshaping the future of Two Rivers. Page 30CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F MONTHLY PROJECT SCHEDULE 1 2 3 4 5 6 7 8 9 10 11 12 KICK-OFF & DATA TRANSFER TRIP 1 - ENGAGEMENT VIRTUAL ENGAGEMENT TRIP 2 - EQUITABLE ENGAGEMENT PLACE BRAND AUDIT BRAND STRATEGY, MISSION & VISION BRAND IDENTITY DESIGN & MESSAGING IMPLEMENTATION PLAN Page 31CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F *Not to exceed PROJECT FEE: TRAVEL BUDGET*: ENGAGEMENT MATERIAL*: TOTAL PROJECT COST: $75,000 $0 $5,000 $80,000 Approach City of Denton Mission, Vision, and Rebranding Initiatve Optional add-ons PLACEMAKING ACTIVATION PLACEMAKING MATERIALS BRAND VIDEO SHOOT $15,000 $TBD $17,000 Brand Strategy Task 3 1.1 Kick off meeting 1.2 Committee Meetings 1.3 Status Checks 1.4 Project website 1.5 Data Transfer Kick-Off & Project Management Task 1 3.1 Mission & Vision 3.2 Brand Story & Principles 3.3 Identity & Brand Architecture 3.4 Messaging & Visual Language 3.5 Brand Guidelines Research, Engagement & Audit Task 2 2.1 Trip 1 - Engagement & Asset Audit 2.2 Virtual Engagement & Research 2.3 Trip 2 - Equitable Engagement 2.4 Place Brand Audit Implementation Task 4 4.1 Implementation Plan 4.2 Impact v. Effort Matrix 4.3 Management & Measurement 4.4 Launch Plan Page 32CivicBrand.com DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon c o n t r a c t a w a r d , a l l i n s u r a n c e r e q u i r e m e n t s shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees, and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers. o That such insurance is primary to any other insurance available to the EXHIBIT C DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officernamed in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as anofficer or director, or holds an ownership of one percent or more? Yes No D.Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date CivicBrand 04/02/2024 EXHIBIT D DocuSign Envelope ID: 6CFDBFE0-B82A-44F9-9A09-F9334A51AB2F The MODassic Group, LLC. Dba CivicBrand Certificate Of Completion Envelope Id: 6CFDBFE0B82A44F99A09F9334A51AB2F Status: Completed Subject: Please DocuSign: City Council Contract 8532-Mission, Vision, and Rebranding Initiative Source Envelope: Document Pages: 49 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Kayla Clark AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/10/2024 12:44:30 PM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 5/13/2024 6:28:39 AM Viewed: 5/13/2024 6:29:40 AM Signed: 5/13/2024 6:29:55 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/13/2024 6:29:58 AM Viewed: 5/13/2024 6:55:27 AM Signed: 5/13/2024 8:43:07 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/13/2024 8:43:10 AM Viewed: 5/17/2024 9:03:09 AM Signed: 5/17/2024 9:07:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ryan Short Ryan@civicbrand.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.221.84.151 Sent: 5/17/2024 9:07:27 AM Viewed: 5/17/2024 9:33:41 AM Signed: 5/17/2024 9:36:36 AM Electronic Record and Signature Disclosure: Accepted: 5/17/2024 9:33:41 AM ID: 83080b63-c5b4-4632-8cd4-4d8d74dc5c48 Signer Events Signature Timestamp Dustin Sternbeck Dustin.Sternbeck@cityofdenton.com Chief Communications Officer Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 172.56.54.6 Signed using mobile Sent: 5/17/2024 9:36:39 AM Viewed: 5/17/2024 9:43:52 AM Signed: 5/17/2024 9:45:42 AM Electronic Record and Signature Disclosure: Accepted: 5/17/2024 9:43:52 AM ID: 6215d419-d404-4b91-8958-bfdf61d14d4a Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 5/17/2024 9:45:47 AM Resent: 5/22/2024 7:50:35 AM Viewed: 6/4/2024 5:37:54 PM Signed: 6/5/2024 6:51:21 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 6/5/2024 6:51:24 AM Viewed: 6/5/2024 7:34:05 AM Signed: 6/5/2024 7:34:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/5/2024 7:34:28 AM Viewed: 6/5/2024 12:04:13 PM Signed: 6/5/2024 12:04:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 5/13/2024 6:29:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/17/2024 9:45:45 AM Viewed: 5/17/2024 2:25:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/5/2024 12:04:43 PM Viewed: 6/5/2024 12:47:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kayla Herrod Kayla.herrod@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/5/2024 12:04:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/13/2024 6:28:39 AM Envelope Updated Security Checked 5/22/2024 7:50:33 AM Envelope Updated Security Checked 5/22/2024 7:50:33 AM Envelope Updated Security Checked 6/5/2024 6:36:27 AM Envelope Updated Security Checked 6/5/2024 6:36:27 AM Envelope Updated Security Checked 6/5/2024 6:49:40 AM Certified Delivered Security Checked 6/5/2024 12:04:13 PM Signing Complete Security Checked 6/5/2024 12:04:40 PM Completed Security Checked 6/5/2024 12:04:45 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Ryan Short, Dustin Sternbeck How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. 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