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R-13-12-19-G5 - 12/19/2013RESOLUTION NO. R -13-12-19-G5 WHEREAS, the City of Round Rock desires to retain professional consulting services related to the development of a Community Brandprint for Downtown Rock Rock; and WHEREAS, North Star Destination Strategies, Inc. has submitted an Agreement for Professional Consulting Services to provide said services; and WHEREAS, the City Council desires to enter into said agreement with North Star Destination Strategies, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Professional Consulting Services With North Star Destination Strategies, Inc., a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 19th day of December, 2013. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: carmvir /ilk(u SARA L. WHITE, City Clerk 0112.1304;00288330 EXHIBIT „A„ CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH NORTH STAR DESTINATION STRATEGIES, INC. THE STATE OF TEXAS THE CITY OF ROUND ROCK COUNTY OF WILLIAMSON § § § § § KNOW ALL BY THESE PRESENTS THIS AGREEMENT for professional consulting services related to the development of a Community Brandprint for Downtown Round Rock (the "Agreement") is made by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299, (the "City") and NORTH STAR DESTINATION STRATEGIES, INC., a Tennessee corporation, located at 209 Danyacrest Drive, Nashville, TN 37214 (the "Consultant"). RECITALS: WHEREAS, City has determined that there is a need for the delineated services; and WHEREAS, City desires to contract for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE, DURATION, AND TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement shall be until full and satisfactory completion of the work specified herein is achieved, but in no event later than one (1) year from the date of execution. City reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 00287633/ss2 1.02 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant pursuant to the Scope of Services (Exhibit "A"), City agrees to pay Consultant a total sum not to exceed Sixty-five Thousand and No/100 Dollars ($65,000.00), in payment for services as delineated in Exhibit "A" and herein in Section 1.03. 1.03 SCOPE OF WORK For purposes of this Agreement, Consultant has issued a Scope of Work for the assignments delineated herein, and such Scope of Work is attached as Exhibit "A" and incorporated herein for all purposes. This Agreement, including all exhibits, shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. Consultant shall satisfactorily provide all services and deliverables described under the referenced Scope of Work within the contract term specified in Section 1.01. Consultant's undertakings shall be limited to performing services for the City and/or advising the City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform its services in accordance with this Agreement and in accordance with the referenced Scope of Work. Consultant shall perform its services in a professional and workmanlike manner. Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A" and in this Section 1.03. However, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described in Section 1.05 hereof. 1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES Not -to -Exceed Total Payment for Services: Unless subsequently changed by Supplemental Agreement, Consultant's total compensation for consulting services hereunder shall not exceed Sixty-five Thousand and No/100 Dollars ($65,000.00). This amount represents the absolute limit of the City's liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and the City shall pay, strictly within the not -to -exceed sum recited herein, Consultant's professional fees for work done on behalf of the City. This amount includes all reimbursable expenses, including travel costs. Payment for Reimbursable Expenses: All reimbursable expenses are included in the not -to -exceed amount of $65,000.00. Deductions: No deductions shall be made for Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to Consultant. Additions: No additions shall be made to Consultant's compensation based upon project claims, whether paid by the City or denied. 2 1.05 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for professional services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 1.09 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 1.07 LIMITATION TO SCOPE OF WORK Consultant and the City agree that the scope of services to be performed is enumerated in Exhibit "A" and in Section 1.03 herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that the City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by the City which may be influenced by but not be dependent on 3 Consultant's work. 1.08 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Consultant a written notice of termination at the end of its then - current fiscal year. 1.09 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) (b) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 1.10 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, 4 all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. Default: Either party may terminate this Agreement, in whole or in part, for default if the Party provides the other Party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the Parties). If default results in termination of this Agreement, then the City shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the City of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 1.11 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the City agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method 5 by which it performs its services required by this Agreement. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 1.12 NON -SOLICITATION Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall employ any person employed then or within the preceding twelve (12) months by the other or any affiliate of the other if such person was involved, directly or indirectly, in the performance of this Agreement. This provision shall not prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other general solicitation. 1.13 CITY'S RESPONSIBILITIES The City shall provide full information regarding project requirements. The City shall have the responsibility of providing Consultant with such documentation and information as is reasonably required to enable Consultant to provide the services called for. The City shall require its employees and any third parties who are otherwise assisting, advising or representing the City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by the City and its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by the City or its designated representative concerning provision of services as accurate and complete. 1.14 CONFIDENTIALITY; AND MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any 6 proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The City's confidential information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or (4) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Neither the City nor Consultant will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement; and Consultant shall own 7 any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement. Concepts, logos and straplines not selected by the City remain the intellectual property of Consultant. Stock photography used for the demonstration of creative concepts is not to be reproduced or published in any way without first negotiating usage rights with the appropriate stock image provider. To ensure that a recommended strapline (tagline) is available for use by the City and capable of being trademarked, Consultant will conduct a trademark registration search with the United States Patent and Trademark Office via its web site: http://www.uspto.gov/main/trademarks.htm. Consultant will report any records found relating to the strapline. The pursuit of an official, legally -binding trademark is the responsibility of the City. 1.15 INDEMNIFICATION Consultant agrees to hold harmless, exempt, and indemnify City, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a result hereof. To the extent allowable by law, City agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a result hereof. 1.16 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 1.17 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The City will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on 8 (3) Consultant's behalf; or Withhold state or federal income tax from any of Consultant's payments. If requested, the City shall provide Consultant with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 1.18 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights required in the performance of the services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. 1.19 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 1.20 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Will Hampton, Communications Director 221 East Main Street Round Rock, TX 78664 Consultant hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Don McEachern North Star Destination Strategies, Inc. 209 Danyacrest Drive Nashville, TN 37214 (615) 232-2103 1.21 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 9 (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: North Start Destination Strategies, Inc. 209 Danyacrest Drive Nashville, TN 37214 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 1.22 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 1.23 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 10 1.24 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, the City shall select one mediator and Consultant shall select one mediator and those two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. The City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 1.25 ATTORNEYS FEES In the event that any lawsuit is brought by one party against any of the other parties in connection with this Agreement, the prevailing party shall be entitled to seek to recover its reasonable costs and reasonable attorney fees. 1.26 FORCE MAJEURE Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Consultant shall not be deemed to be in default of its obligations to the City if its failure to perform or its substantial delay in performance is due to the City's failure to timely provide requested information, data, documentation, or other material necessary for Consultant to perform its obligations hereunder. 1.27 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the 11 stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 1.28 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the City and according to generally accepted business practices. 1.29 GENERAL AND MISCELLANEOUS The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. [Signatures appear on the following page.] 12 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas North Star Destination Strategies, Inc. By: By: Printed Name: Printed Name: Title: Title: Date Signed: Date Signed: For City, Attest: By: Sara L. White, City Clerk For City, Approved as to Form: By: Stephan L. Sheets, City Attorney 13 r- ROUNDCK, MRS N PROSPERITY City of Round Rock Agenda Item Summary Agenda Number: G.5 Title: Consider a resolution authorizing the Mayor to execute a Professional Consulting Services Agreement with North Star Destination Strategies, Inc. for the development of Downtown branding. Type: Resolution Governing Body: City Council Agenda Date: 12/19/2013 Dept Director: Will Hampton, Communication Director Cost: $65,000.00 Indexes: RR Transportation and Economic Development Corporation (Type B) Attachments: Resolution, Exhibit A Department: Administration Text of Legislative File 13-1007 For the past several years, the City Council has made the development of Downtown as an exciting destination one of its top strategic priorities. To that end, the City has invested heavily - more than $60 million - in downtown streets, infrastructure and parking, and additional improvements are coming. To make good on that investment, additional visitors and merchants need to be attracted to downtown. Downtown Round Rock has a lot of competition in Central Texas for those visitors and merchants. This not -to -exceed, one-time contract with North Star will develop a brand to incorporate and strengthen the community's assets into a compelling value proposition for downtown. North Star will conduct extensive qualitative and quantitative research to create a Brand Identity for Downtown Round Rock. Once there is agreement on the Brand Identity, North Star will develop a set of creative deliverables and a multi -step action plan to activate the brand and bring more visitors and private investment to downtown. Cost: $65,000 Source of Funds: RR Transportation and Economic Development Corporation Approval City of Round Rock Page 1 Printed on 12/17/2013 EXECU1ED ORIGINAL DOCUMENT FOLLOW CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH NORTH STAR DESTINATION STRATEGIES, INC. THE STATE OF TEXAS THE CITY OF ROUND ROCK COUNTY OF WILLIAMSON § § § § § KNOW ALL BY THESE PRESENTS THIS AGREEMENT for professional consulting services related to the development of a Community Brandprint for Downtown Round Rock (the "Agreement") is made by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299, (the "City") and NORTH STAR DESTINATION STRATEGIES, INC., a Tennessee corporation, located at 209 Danyacrest Drive, Nashville, TN 37214 (the "Consultant"). RECITALS: WHEREAS, City has determined that there is a need for the delineated services; and WHEREAS, City desires to contract for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE, DURATION, AND TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement shall be until full and satisfactory completion of the work specified herein is achieved, but in no event later than one (1) year from the date of execution. City reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 00287633/ss2 '12.-(1,-(2-(9/4* 1.02 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant pursuant to the Scope of Services (Exhibit "A"), City agrees to pay Consultant a total sum not to exceed Sixty-five Thousand and No/100 Dollars ($65,000.00), in payment for services as delineated in Exhibit "A" and herein in Section 1.03. 1.03 SCOPE OF WORK For purposes of this Agreement, Consultant has issued a Scope of Work for the assignments delineated herein, and such Scope of Work is attached as Exhibit "A" and incorporated herein for all purposes. This Agreement, including all exhibits, shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. Consultant shall satisfactorily provide all services and deliverables described under the referenced Scope of Work within the contract term specified in Section 1.01. Consultant's undertakings shall be limited to performing services for the City and/or advising the City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform its services in accordance with this Agreement and in accordance with the referenced Scope of Work. Consultant shall perform its services in a professional and workmanlike manner. Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A" and in this Section 1.03. However, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described in Section 1.05 hereof. 1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES Not -to -Exceed Total Payment for Services: Unless subsequently changed by Supplemental Agreement, Consultant's total compensation for consulting services hereunder shall not exceed Sixty-five Thousand and No/100 Dollars ($65,000.00). This amount represents the absolute limit of the City's liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and the City shall pay, strictly within the not -to -exceed sum recited herein, Consultant's professional fees for work done on behalf of the City. This amount includes all reimbursable expenses, including travel costs. Payment for Reimbursable Expenses: All reimbursable expenses are included in the not -to -exceed amount of $65,000.00. Deductions: No deductions shall be made for Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to Consultant. Additions: No additions shall be made to Consultant's compensation based upon project claims, whether paid by the City or denied. 2 1.05 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for professional services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 1.09 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 1.07 LIMITATION TO SCOPE OF WORK Consultant and the City agree that the scope of services to be performed is enumerated in Exhibit "A" and in Section 1.03 herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that the City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by the City which may be influenced by but not be dependent on 3 Consultant's work. 1.08 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Consultant a written notice of termination at the end of its then - current fiscal year. 1.09 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 1.10 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, 4 all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. Default: Either party may terminate this Agreement, in whole or in part, for default if the Party provides the other Party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the Parties). If default results in termination of this Agreement, then the City shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the City of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 1.11 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the City agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method 5 by which it performs its services required by this Agreement. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 1.12 NON -SOLICITATION Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall employ any person employed then or within the preceding twelve (12) months by the other or any affiliate of the other if such person was involved, directly or indirectly, in the performance of this Agreement. This provision shall not prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other general solicitation. 1.13 CITY'S RESPONSIBILITIES The City shall provide full information regarding project requirements. The City shall have the responsibility of providing Consultant with such documentation and information as is reasonably required to enable Consultant to provide the services called for. The City shall require its employees and any third parties who are otherwise assisting, advising or representing the City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by the City and its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by the City or its designated representative concerning provision of services as accurate and complete. 1.14 CONFIDENTIALITY; AND MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any 6 proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The City's confidential information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or (4) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Neither the City nor Consultant will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement; and Consultant shall own 7 any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement. Concepts, logos and straplines not selected by the City remain the intellectual property of Consultant. Stock photography used for the demonstration of creative concepts is not to be reproduced or published in any way without first negotiating usage rights with the appropriate stock image provider. To ensure that a recommended strapline (tagline) is available for use by the City and capable of being trademarked, Consultant will conduct a trademark registration search with the United States Patent and Trademark Office via its web site: http://www.uspto.gov/main/trademarks.htm. Consultant will report any records found relating to the strapline. The pursuit of an official, legally -binding trademark is the responsibility of the City. 1.15 INDEMNIFICATION Consultant agrees to hold harmless, exempt, and indemnify City, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a result hereof. To the extent allowable by law, City agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a result hereof. 1.16 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 1.17 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The City will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on 8 (3) Consultant's behalf; or Withhold state or federal income tax from any of Consultant's payments. If requested, the City shall provide Consultant with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 1.18 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights required in the performance of the services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. 1.19 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 1.20 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Will Hampton, Communications Director 221 East Main Street Round Rock, TX 78664 Consultant hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Don McEachern North Star Destination Strategies, Inc. 209 Danyacrest Drive Nashville, TN 37214 (615) 232-2103 1.21 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 9 (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: North Start Destination Strategies, Inc. 209 Danyacrest Drive Nashville, TN 37214 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 1.22 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 1.23 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 10 1.24 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, the City shall select one mediator and Consultant shall select one mediator and those two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. The City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 1.25 ATTORNEYS FEES In the event that any lawsuit is brought by one party against any of the other parties in connection with this Agreement, the prevailing party shall be entitled to seek to recover its reasonable costs and reasonable attorney fees. 1.26 FORCE MAJEURE Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Consultant shall not be deemed to be in default of its obligations to the City if its failure to perform or its substantial delay in performance is due to the City's failure to timely provide requested information, data, documentation, or other material necessary for Consultant to perform its obligations hereunder. 1.27 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the 11 stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 1.28 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the City and according to generally accepted business practices. 1.29 GENERAL AND MISCELLANEOUS The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. [Signatures appear on the following page.] 12 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas By: Printed Name: Title: Date Signed: For City, Attest: ►2.0.(3 By: CZ� /►' W I� /Rift Sara L. White, City Clerk For City, By: roved as to Fo m: Stephan . Sheets, City Attorney 13 North Star Destination Strategies, Inc. Printed Name: Don McEachern Title: President & CEO Date Signed: 11/26/2013 No Text EXHIBITA NORTH 4 STAR SCOPE OF WORK 1. EDUCATION AND BUY -!N Helping stakeholders understand branding One of the most valuable skills North Star brings to the branding table is an understanding of how best to navigate the political waters that surround such a project. This "intangible" benefit is strictly a result of experience. We know when projects can derail, how to maneuver difficult political situations and who to include in the process. And we have developed strategies for sidestepping potential problems and keeping your branding initiative on course. Early understanding is critical to the smooth implementation of a community brand. Educating your citizens, businesses and stakeholders on the purpose, process and possibility of a brand early is the first step in achieving buy -in from these important audiences. North Star has created an array of educational tools designed to elicit understanding of and support for the Downtown Round Rock branding initiative. Educational Presentation: Live PowerPoint presentation (during the in -market trip) to private and public sector stakeholder groups (determined and assembled by client) for purposes of educating and furthering buy -in of community branding Press Release: General discussion on what a brand is and does. Highlight need for the public's help during the process Educational PowerPoint: Community branding PowerPoint presentation given to client for use in making additional presentations, for distribution to interested parties or for placement on community websites Educational Brochure: For distribution to general public if needed: • North Star will work with Downtown Round Rock to write and lay out the brochure to the point of a print -ready file • Downtown Round Rock is responsible for providing information for customized writing and printing DO\AiN;OvVN OND ROCK BRANDRRINT 6 No Text NORTH STAR SCOPE OF WORK 2, RESEARCH AND PLANNING What are current brand perceptions? This stage addresses the current positioning of the community; in other words, how Downtown Round Rock is perceived by visitors, stakeholders, residents, businesses and prospective visitors. We evaluate the environment, the competitive situation, community attitudes, current communications, and perceptions of target audiences and their influencers. North Star strongly advocates a mixed method approach to research where quantitative studies tell you "What" and qualitative studies tell you "Why". Only through mixed methodology can your destination obtain a true picture of where your brand is now, why, where it should be and how that preferred identity can best be accomplished. %COMMUNITY Situation Analysis: Questionnaire and meeting with stakeholder groups to understand your primary objectives, general history, political landscape, resources, competitors, etc. Research and Planning Audit: Comprehensive review of research and planning documents. Communication and Media Audit: Review of existing marketing materials from public and private sector stakeholders as well as recent press related to Downtown Round Rock. Familiarization Tour: Tour of commercial sites, business parks, housing developments, retailers, restaurants, outdoor recreation areas, parks, the arts, etc. Key Stakeholder Interviews: One-on-one interviews with key stakeholders (elected officials, commissioners, employees, business owners, community leaders, etc) to gather perceptions. Stakeholder Focus Group: An in-depth group discussion with the individuals responsible for driving the branding initiative. Vision Survey: An open-ended questionnaire distributed community leaders of Downtown Round Rock. Street Intercepts / Mini-Ethnographies: Qualitative discussions with Downtown Round Rock residents, local business owners, and out-of-town visitors as they enjoy Downtown Round Rock to discover their perceptions, the purpose of their visit, what makes Downtown Round Rock different, what it means to them, and more. Researchers will experience the district along with these target markets using ethnographic shadowing techniques. Articulate Voices: One-on-one long -form qualitative interviews with visionaries, entrepreneurs, investors, artists, musicians, and other well -articulated thinkers of Downtown Round Rock. Questions will be designed to encourage reflection and deep thinking about the past, present and future of Downtown Round Rock. \NT0j N ROUND ROCK BRANDPRiN` 7 No Text NORTH STAR SCOPE OF WORK 4/ CONSUMERS Online Brand Monitoring. Review of your online reputation that measures quantity and quality of Downtown Round Rock's online "mentions" plus the current topics of discussion and keywords surrounding Downtown Round Rock. Will be used to guide brand action for purposes of online marketing strategy suggestion and product development. Qualitative Perception Study: Telephone interviews to gather insights from influencers to include, but not limited to: meeting planners, group tour operators, city leaders, developers, realtors, landlords, and real estate agents. Quantitative Perception Study: Survey conducted using a statistically significant random sampling of consumers and non -consumers in outside markets. Data will be cross -tabulated in a number of ways to reveal the most insightful patterns between consumer and non -consumer groups. For instance, perceptions and attitudes for those who have visited Downtown Round Rock will be compared and contrasted to those who have not visited and are reporting perceptions purely on reputation. Consumer and Non -Consumer Awareness and Perception Study: Survey conducted using a random sampling of consumers; specifically, the survey measures: o Overall awareness and perceptions of Downtown Round Rock o Overall awareness and perceptions of the competition o Consumer visitation patterns to Downtown Round Rock o Attitudes regarding Downtown Round Rock's strengths and weaknesses o Consumer opinions regarding what needs to added or taken away o Changes in consumer perceptions of Downtown Round Rock after visiting o Patterns of visitation activities associated with consumer's primary purpose of visitation COMPETITION "1/ Competitive Positioning and Best Practices Review: A brand message assessment to evaluate Downtown Round Rock's position relative to the competition. This will be used to inform elements of the creativity process to further confirm Downtown Round Rock's uniqueness in messaging and identity. North Star will also provide information on industry -wide best practices Competitive Perception Review: During every phase and study of the research process we look for opportunities to learn more about Downtown Round Rock's top competitors, including internal and external awareness and perceptions of their strengths and weaknesses. All findings are combined in a competitive review that paints a succinct picture of the competition. Specifically the vision survey, quantitative perception study, focus groups, stakeholder interviews, undercover interviews and the qualitative perception study inform the competitive perception review. Should time allow, North Star will also include a site visit to nearby competitors. D",,'N FOUND ROCK BRANDPR'N` 8 No Text NORTH STAR SCOPE OF WORK 3. INSIGHTS Where is the heart of your brand? The goals for this initiative may involve a number of elements: cohesive community identity and consistent marketing efforts, collective community conscience, highest use of available resources, business and resident recruitment/retention and gross receipts. Branding influences these goals by influencing expectations and affecting attitudes, thus affecting behavior and usage. The most successful brands establish an emotional — not simply an intellectual — connection. Our insights come from asking a number of thought-provoking questions. What brand "story" does the research tell? What emotional attachments can the brand hold? How does the brand fit into the consumer's lifestyle? How can the brand best be used to elicit Downtown Round Rock's desired emotional/ behavioral responses? It is from these insights that we determine the overall positioning of the brand. These insight questions are compiled in a succinct storyline that leads directly to Downtown Round Rock's strategic brand platform. This platform is the critical touch point for all branded activity moving forward. For maximum brand impact, all efforts, thoughts, communications and actions should literally and symbolically support its essence. ,u Situation Brief: Review of all research findings 4 Blue Sky Meeting: Internal session for developing insights based on significant research patterns and findings 4 "Understanding and Insights" Presentation: Comprehensive review of all relevant research and recommended strategic direction 4 Brand Platform Statement Development: The guiding statement for the management and development of your brand including: Target audience: Consumers for whom your community has the most appeal Frame -of -reference: Geographic context of the community Point -of -difference: What makes your community special Benefit: Why it should matter to the consumer NOTE: Here, we conduct a meeting to present all of the research findings as well as our recommended brand positioning based on those findings. Brand Platform approval is required before proceeding. D7) NTOWN F .!`;. POCK ERANDPRIN'T 9 No Text NORTH � STAR SCOPE OF WORK 4. CREATIVITY How should your brand look, feel and sound? In this stage, all the data and high-level strategies are transformed into tangible creative products that embody your brand. Straplines and logos (with graphic standards) are refined and created. Foundation creative recommendations and looks are created including targeted marketing messages and advertising, digital design and content recommendations (web portal, social media), collateral materials, stationery and a color palette. Additional deliverables may also be developed including environmental applications, signage, promotional items and more. 4 Written Creative Concepts and Straplines (3): Three different written concepts including strapline options for communicating your brand will be developed. 4 Logos (5) & Graphic Identity Looks (2): This collaborative process results in a unique and memorable visual identity for your brand that begins with a review of your existing identity In a word, how will your community's brand look? Note: ?here is critical collaboration that takes place at this point with a select group of stakeholders to address the written creative concepts and the development of the foundational graphic identity. North Star then provides solutions for the remainder of the creative work based on that agreed-upon direction. 4 Brand Narrative: Takes the foundation of the written concept and breathes life into it through an artistic interpretation of language. Its purpose is to help residents, businesses, influencers and consumers connect and embrace the emotional story of the brand to their own lives. It represents inspiring language meant to describe Downtown Round Rock's assets as they relate to your new brand and to garner excitement among brand drivers, brand partners, and regional stakeholders. 4 Custom Deliverbales: Using the new creative direction North Star will assist the client in identifying a list of custom deliverables that target your specific goals. Typically those ideas might include: Graphic standards guide Infrastructure design Color palette Website design application Stationery design Mobile website and app design PowerPoint slide design Social media design application E -newsletter template Signage design Collateral design Wayfinding design Sample advertisements Streetscape application Brand vocabulary Shopping guide DOWNTOWN ROUND ROCK BRHNDPRI^NT 10 No Text NORTH STAR SCOPE OF WORK 5. ACTION How should your brand be integrated? In this stage, North Star develops a must -do strategic action plan for the first 6 to 36 months following your brand's development. This plan comprises 15 fundamental actions steps that ensure the brand gains traction and maintains momentum. Many of these tasks involve setting up the organization and cooperation that will propel your brand forward. Our goal — and yours — is to make sure that the Downtown Round Rock brand is the guiding principle for your future. Not just a logo and line on your letterhead. As part of this top 15 action plan, we will craft a selection of high -impact custom action ideas designed to raise the profile of your brand and put it to work in every corner of your community. Custom ideas generally fall into the following categories: • Policy (laws or measures that support the brand strategy) • Sports (tournaments, events, youth sports, etc.) • Environmental Applications (look at your community as if it were a canvas) • Purpose Initiatives (charities, sponsorships, etc.) • Festivals (repackage existing events/festivals or develop new ones) • Arts (public art campaigns, partnerships with art organizations, art contests with visitors, residents, students, artists in residence programs) • Private Sector (ideas and tools to engage businesses and other private sector organizations) • Exports (goods that are manufactured, grown or packaged in your community for export; even a famous person or idea from your community can be considered an export) • Awards (civic awards, organizational awards, etc.) • Education (programs in schools, small business/entrepreneur mentoring, education for front-line hospitality staff, etc.) • Sustainability (residential green initiatives, tax incentives for green industries, etc.) • Health (community health programs, school-based health initiatives, business - based health initiatives, hospital and health care agency partnerships) • Economic Development (marketing, communications, training, outreach, resources, etc... all specifically related to economic development) • Tourism (marketing, communications, training, products, packaging, merchandise) • Events (any organized activity that ties back to the brand ranging in scope from festivals to health fairs to career counseling to community clean-up days) • Master Planning (design and development of infrastructure and support systems that correlate with the brand strategy) DO`J^:NTO "iN R ROC < BRANDPRINT 11 No Text NORTH, STAR SCOPE OF WORK E. EVALUATION How the brand is performing Evaluation yields new information, which may lead to the beginning of a new planning cycle. Information can be gathered from concept pre -testing, campaign impact in the marketplace and tracking studies to measure a brand's performance over time. Ideally, two basic questions will be answered: have responses to the brand among target audiences changed in the way the BrandPrint intended? And have these changes resulted in action that will achieve the desired objectives of the brand? No single measure of success works for something as complicated as a place brand. As such, every research study in this plan is designed to produce benchmarks and results that can be used for comparison with future studies in areas of advocacy, return on investment and perceptions of the existing Downtown Round Rock brand and attitudes regarding how well Downtown Round Rock performs as a place to live, visit and to do business. Additionally, our 13 years of branding experience have shown that true success can be seen in the spread of excitement, inspiration and innovation among your stakeholders around the brand. This is a "soft measurement", but it is vitally important. Finally, North Star builds hours into our BrandPrint process for official follow-up with our clients. North Star provides a 12 -month follow up, however, we do not limit communication to this instance. Your success is our success. And everyone at North Star — from the president and CEO to the office manager to our research assistants — takes the success of our clients personally. Toward that end, we are always available to answer questions and help with problems. In short, we have maintained an ongoing personal and business relationship with most of our clients, some for more than a decade. 4 12- Month Check Up 4 Recommended Measures of Accountability: Online Brand Perception Qualitative Perception Study Quantitative Perception Study Use of the Brand Narrative in the private sector NOTE: Here, we conduct a final presentation that delivers the creative product, the brand action ideas and recommended measures of accountability. Afinal report is produced that delivers these items as well as the research findings, insights and strategic brand platform. N f C) NN ROUND ROCK BRANDPP-NT 12 No Text Action Getting started call Education & buy -in Research & Planning Phase Situation analysis Research and planning audit Communication and media audit Time Estimation Week 1 Weeks 1- 2 Weeks 1— 2 Weeks 1— 2 Weeks 1— 2 Phase I $15,000 In -market visit (fam tour, focus groups, interviews,intercepts and enthographies) Vision Survey sent, received and entered Online brand monitoring Competitive positioning review Competitive perception review *Perception Study (Qualitative) Perception Study (Quantitative) Insights *Understanding and Insights development *Blue Sky - strategy meeting **Understanding and Insights presentation Creativity Creative brief development (internal) Creative concept development **Approval of creative concept Brand identity guide development Action Action idea development Final report development PROPOSED TIMELINE * = Dependent upon how quickly records are received ** = Dependent upon how quickly approval from client is received TBD Weeks 4 — 8 Weeks 4 — 8 Weeks 4 — 8 Weeks 4 — 8 Weeks 11-13 Weeks 13 —16 Phase I1 $15,000 Weeks 17 — 21 Week 21 Week 22 Phase III $15,000 Week 23 Weeks 24 — 26 Week 27 Weeks 28 — 34 Phase III $10,000 Weeks 30 — 34 Weeks 34 — 36 Weeks 34 — 36 Phase IV $10,000 No Text