ccoksey STRATEGIC COMMUNICATIONS LETTER OF AGREEMENT  THIS AGREEMENT "Agreement") is effective as of. July 21, 2022, (the "Effective Date") by and between Cooksey Communications, Inc., a Texas corporation ("Cooksey" or "Contractor") whose address is! 5525 N. MacArthur Blvd., Suite. 530, Irving, Texas 75038; and the City of Joshua ("Client"), whose mailing Client desires to retain Cooksey as an independent contractor to provide strategic communications and public engagement services related to its proposed municipal complex project, including the services In consideration therefore, Client agrees to pay Cooksey a total project fee not to exceed FORTY-TWO THOUSAND DOLLARS ($42,000), inclusive of hourly consulting fees totaling no more than $32,500, video production fee of no more than $7,500, plus five percent (5%) CSTIM fee of no more than $2,000 covering routine expenses for the term of this Agreement, as outlined below. The maximum $32,500 consulting fee would allow Cooksey to perform up to 162.5 hours of services at its current blended In sO contracting, the parties agree that Cooksey is an independent contractor and is not an employee, partner, or co-venture of the Client. The manner in which Cooksey's services are rendered shall be within Cooksey's sole control and discretion. Cooksey is not authorized to sign any sponsorship or other agreement on behalf oft the Client without prior review and approval by an authorized party of the  address is 101 South Main Street, Joshua, Texas 76058.  listed below ini the Scope of Work section.  hourly billing rate of $200.  Client. Scope of Work  Inc consideration for the fees and the mutual covenants contained in this Agreement, the Client and Cooksey agree that Cooksey will provide the strategic communications and public engagement services  listed below, not to exceed 162.5 hours of service as stipulated above:  Providing strategic counsel on overall messaging and public engagement strategies related to Reviewing relevant City-provided materials including Council agenda packets, relevant Master Plans, project designs, financing proposals, etc. in order to identify the most salient key Developing a communications and public engagement plan, including key messages, Developing content for the Ciyscommunications: channels, including printed materials, social media, the City website and more pertaining to proposed municipal complex- = potentially to include but not limited to copywriting and/or design of materials such as:  the proposed municipal complex project  messages  recommended strategies and implementation timeline  One-page project overview/flyer FAQs (Frequently Asked Questions) Social media infographics Social media comment responses E-newsletter: article(s)    Cooksey Communications. Agreement for City of Joshua, July 2022, continued  Brief for City's quarterly mailer Other direct mail/postcards, as needed Webpage/microsite content Advertisements and public notices News releases and media advisories  2-3 minute video showcasing the need and the project designs/plans Town Hall meeting signage, handouts, displays and/or PowerPoint slides  Scripts or talking points for City poleperonyembasacos  (incde  *Please note: This agreement does not ineluding printing costs, other hard-copy production costs or postage costs, which would be estimated separately, after consultation with the City on designs, materials, and the preferred production and distribution options- -S see Expenses and Exclusions section below. As noted above, the Agreement does anticipate/include video production costs of up to $7,500. If the video becomes longer or more complex, then Cooksey will advise the client and seek advance, written approval for Consulting on and assisting with planning and preparations for one or more Town Hall meetings, and other public engagement events as Cooksey and Client jointly deem necessary Assisting City spokespersons and community: ambassadors with preparations for public presentations, media interviews and other public discussions about the project Identifying key influencers in the community who are critical for effective public engagement Facilitating outreach to media and other key stakeholder audiences, as needed, to deliver key Interfacing with the City Manager, City staff, City Council and the City's design-build consultant to formulate the communications and public engagement strategy and effectively align all Counseling City leadership and the City's design-build consultant on a communications strategy specifically pertaining to a bond election, or whatever funding mechanism is ultimately devised Providing other strategic communications and public engagement support services as needed,  any excess expenditures.  and advisable  messages about this initiative to the public spokesperson and outreach efforts  for this project, once that funding methodology has been determined Monitoring news coverage and social media coverage related to this project subject to the budget/hours limits described within this Agreement  Billing  One-quarter ($10,000) of the maximum consulting/video fee plus 5% CSTIM ($500) will be pre-billed at the beginning of the engagement as a project retainer and is due immediately to engage Cooksey. The remainder of the fees due shall be billed as monthly progress invoices, as the project progresses and as work is performed by Cooksey, with invoicesi including a recap of services provided to date, but in no cases shall exceed the pot-to-exceed maximum stipulated above, unless expressly approved in writing All invoices are due net5calendar days from the invoice date, unless expressly stipulated otherwise. Payments received after30 calendar days of the invoice date shall be subject to late charges at a rate of At the conclusion of the engagement, or monthly as appropriate, Cooksey will invoice the Client fora any non-routine, out-of-pocket expenses incurred in performing the contracted services (see Expenses and  by the Client.  30  one-and-a-half percent (1.5%) per month (18% per annum).  2/Page    Cooksey Communications Agreement for City of Joshua, July 2022, continued  Exclusions section below), subject to the not-to-exceed maximum unless expressly agreed to in writing  by the Client. Additional Fees/Hours  Ift the Client requests new services or projects not specifically delineated in this Agreement, Cooksey will provide a written estimate oft the hours and costs associated with those services or deliverables and will require advance, written approval before undertaking any additional work. Any such incidental work would be estimated and, ifapproved by the Client, performed at the billing rate described above, oras  agreed to in writing. Expenses and Exclusions  Cooksey, for the benefit of the Client, may incur non-routine, third-party expenses in the course of implementing the requested services, including but not limited to such items as newswire services, clipping services, photography, outsourced printing costs and other expenses charged by third-party vendors. Any such third-party vendor expenses will be billed directly by the vendor to the Client, unless otherwise agreed to mutually by Cooksey and the Client. Expenses handled by Cooksey will incura1 15 percent (15%) markup. Anyi individual, third-party vendor expenses over $250 must be approved in Should the Client require any creative services not described in the above Scope of Work as specific project inclusions, or any associated production expenses, these services and expenses would be estimated separately by Cooksey for the Client's advance, written approval prior to undertaking the services desired. Printing and production costs for hard-copy materials are expressly excluded from the consulting services fee and CSTIM fee specified above, since production quantities and materials have  advance, in writing, by the Client.  not been determined at this time.  Client Services, Technology and Information Management (CSTIM) Fee  Each invoice shall include Cooksey's standard CSTIM fee, calculated at five percent (5%6) of the project fee, which covers routine internal expenses regularly incurred on all ofi its clients' behalf. These expenses include, but are not limited to, mileage incurred for travel to/from meetings and events (up to 100 miles from the Cooksey office); photocopies and in-house printing; courier or delivery charges; subscriptions for online media resources such as Cision (global media database andi intelligence service); subscriptions for Videoconferencing services (Zoom, WebEx, Microsoft Teams, etc.); maintenance of communications infrastructure for 24/7 client service; and subscriptions to base-level versions of electronic marketing services such as SurveyMonkey (Standard Annual plan only). For the City of Joshua potential maximum consulting and video production fee of $40,000, the total CSTIM fee would be $2,000, which willl be divided across each project invoice proportionally. IfCooksey expects to incur any extraordinary, non-routine expenses that would exceed the amount covered by the CSTIM fee, Cooksey will notify the Client prior to incurring such charges and seek advance, written approval from the Client to invoice for those extraordinary expenses.  Media Buying and Sequential Liability  IfCooksey is placing or buying media for the Client (paid advertising), then the Client must provide written approval for and sign media plans before insertion orders and purchase orders can be created and submitted to the media organization. Unless expressly agreed otherwise in writing between Cooksey and the Client, purchases made by Cooksey on the Client's behalfs shall be subject to a15  3IPage    Cooksey Communications Agreement, for City of Joshua, July 2022, continued  percent (15%) markup, consistent with other external expenses where Cooksey is providing credit toi the Client. This markup shall be waived only if the media organization is billing the Client directly for such All Cooksey-submitted insertion orders and purchase orders shall make it clear that responsibility for payment to the media organization lies with the Client, not with Cooksey. Cooksey shall only be responsible for timely payment to media when Cooksey has received timely payment from the Client. In cases where payment is not made in a timely mannerto Cooksey, any late charges or other fees consequently assessed by the media organization shall be the sole responsibility oft the Client. Services addressed ini this Agreement are expected to last from the Effective Date stipulated above through the end of May 2023. If no project end date is specified, then Cooksey's provision ofs services shall end when the fee-covered hours have been exhausted, or until or until one year from the Effective Either party may terminate this Agreement for any reason at any time upon 30 days' prior written notice to the other party. Should the Agreement be terminated prior to the Agreement-specined end date, then Cooksey will invoice the Client for all previously unbilled work that is completed to the Client's When and if the initial project fee is exhausted, the parties may agree to renew the agreement upon terms mutually agreeable to both parties, as set forth in a separate, written document executed by both  media purchases.  Term of Service and Renewal  Date, whichever comes first.  satisfaction by the end of the 30-day notice period.  parties at such time. Confidentiality  All confidential information will be held confidential by Cooksey and will not be discussed with outside  parties without the Client's prior consent, unless required by applicable law. Indemnity To thextont Gwtharted hg Tepw low,  Client agrees to indemnify and save Cooksey harmless from and against alll liability, including all actions, claims, damages, costs and attorneys' fees, which Cooksey may incur (or to which Cooksey may be a party), arising out of actions taken or statements made by Cooksey at the Client's direction or based upon information provided by the Client, and any and alll losses, claims, damages, expenses or liabilities related to the use of Client's products or services except when such actions, claims, damages, costs and Cooksey agrees to indemnify and: save Client harmless from and against all liability, including all actions, claims, damages, costs and attorneys' fees, that the Client may incur (or to which the Client may bea a party), arising out of related to Cooksey work product, excepting only when such actions, claims, damages, costs and attorneys' fees result from information, graphics or text provided to Cooksey by the  attorneys' fees result from gross negligence or willful misconduct by Cooksey.  Client.  Client's Intellectual Property  Cooksey shall not use or be entitled to any Client Intellectual Property, including but not limited to Client trademarks, trade dress, copyright, trade secrets or proprietary! information, without the express written permission of the Client or as otherwise expressly stipulated elsewhere in this Agreement. Granting al license to use in any one instance shall not be deemed to be al license in any otheri instance.  4IPage    Cooksey Communications Agreement for City of Joshua, July 2022, continued  Cooksey's Intellectual Property  Client shall not use or be entitled to any Cooksey intellectual property, including but not limited to media lists, Cooksey trademarks, trade dress, copyright, trade secrets or proprietary information, without the express written permission of Cooksey or as otherwise expressly stipulated elsewhere in this Agreement. Granting a license to use in any one instance shall not be deemed to be al license in any Please indicate your acceptance of the terms stated above by signing and returning a copy of this Agreement to Cooksey. Facsimile signatures received by electronic means shall be deemed originals.  other instance.  Agreed to and Accepted by:  Mike Peacock, City Manager City of Joshua, Texas  Date  Dhebsz  Gay  7/13/22 Date  Colby' Walton, Chairman and CEO Cooksey Communications  5Page