SUPPLEMENTAL AGREEMENT

This Supplemental Agreement, Number 1, to the AGREEMENT FOR PROFESSIONAL SERVICES, dated March 1, 2006 (the Agreement), between the City of Franklin (Owner) and HNTB Corporation (HNTB) is made effective as of August 31 ,2007.

1. HNTB shall perform the following Services:

A scope of services for this agreement is provided in Attachment A.

2. In conjunction with the performance of the foregoing Services, HNTB shall provide the following submittals/deliverables (Documents) to Owner:

HNTB and it’s subconsultant, Zizzo Group, will provide continued services for the South 27^th Street Streetscape from College Avenue to the Milwaukee / Racine County line (the Project). The Scope of Services is included in Attachment A.

3. HNTB shall perform the Services and deliver the related Documents (if any) according to the following schedule:

The 12-month project schedule will begin September 1, 2007 and conclude August 31, 2008. A project schedule is included in Attachment B.

4. In return for the performance of the foregoing obligations, Owner shall pay to HNTB the amount of $329,663, raising the total compensation under the Agreement to the cost plus amount of $549,663, payable according to the terms defined in Attachment C.

Except to the extent modified herein, all terms and conditions of the Agreement shall continue in full force and effect.

_______________________________

City of Franklin HNTB

Signature: _______________________ Signature: __________________________

Name: __________________________ Name: _____________________________

Title: ___________________________ Title: _______________________________

Date: __________ Date: __________

ATTACHMENT A

SCOPE OF SERVICES

Task

Start Up Account Management, Public Relations and Planning

Zizzo Group will attend bi-weekly Steering Committee meetings, provide start-up public relations and planning.
This task will be complete within one week of project start-up and contracting.

BRANDING

Positioning

(Zizzo Group)

Review of research, formulation of positioning possibilities, presentation to client

Positioning meeting with broader group (Steering Committee, CDA's, EDC, etc.)

ZGA Creates Positioning Specification Document that will drive subsequent creative

and message development efforts.

Position description

Key supporting points for communication

Notes on brand personality and tone

Additional research and competitive analysis

Naming of Corridor (Zizzo Group)

Development of naming concepts with presentation of 5-7 names to Committees)

Narrow to 3

Logo For Corridor (Zizzo Group)

Concepting, development and presentation of 3 logo possibilities for each name

Public Meeting for Committee and ZGA to present logos

ZGA & Steering Committee present final preferred name and logo to broader meeting

of CDAs and EDC. Group finalized choice of name and logo.

Graphic Standards Guide

NOTE: Quote assumes one round of edits. Additional rounds if required would be

at additional charge.

CREATIVE

Marketing DVD (Zizzo Group)

Vision (Written and video)

Marketing Info (Video assembly from borrowed sources, 8 hours writing,

15 hours production supervision, 10 hours edit, audio studio time)

Testimonials (Two-day shoot and one day edit; includes cost of the crew)

Assembly, formatting, writing, design of cover or sleeve,

Voice Over

Collateral Materials (Zizzo Group)

*NOTE: To date the scope of possible collateral materials such as sales folders, brochures, etc. has not been defined by the committee. ZGA recommends budgeting the provided amount for such materials.
This number is subject to change upon further definition by the committee. ZGA will provide cost estimates to the client for projects in advance.

Web Site

(Zizzo Group)

3a Public Relations One Time Start Up Projects (Zizzo Group)

· Media Kit

*Background/history sheet

*Profiles of key officials/stakeholders

*Written Testimonials

*Key contacts

NOTE: Items produced under Creative and branding will also be included in the media kit.

· PR Plan

*Draft detailed PR Plan for the 12 month period

3b Public Relations Monthly Budget (Zizzo Group)

Public relations tasks will be developed on an ongoing basis and billed at an hourly rate. Agreement for monthly tasks and expenditures will be discussed at project Steering Committee meetings prior to work execution. Monthly tasks will be billed and completed up to 36 hours per month and may include the following:

· Initial Editorial Calendar Development

· Initial Media List Development

· One media pitch per month, draft and deliver to appropriate media targets

· Follow up with media on initial pitch

· Monthly tracking report

· Routine event planning and promotion

· Development of crisis communication plan

· National media outreach

· Trade publication focus

4 Account Mangement (Zizzo Group)

Zizzo Group will attend two monthly project Steering Committee meetings per month and provide monthly planning, tracking and reporting.

5 Project Management (HNTB)

HNTB will provide monthly contract and project management, including monthly invoicing, progress reports and subconsultant budget and contract progress.

6 Bi-Weekly Steering Committee Meetings (HNTB)

HNTB will attend up to two monthly Steering Committee meetings for the duration of the 12 month project. Meeting attendance does not include meeting pre-planning or work tasks that develop during the course of the meetings.

7 WisDOT Monthly Coordination Meetings

HNTB will attend up to one monthly coordination meeting with the Wisconsin Department of Transportation. Meeting attendance does not include preparation of meeting materials or follow-up tasks that develop during the course of the meetings.

8 Monthly Team Meetings

HNTB will coordinate and attend monthly team meetings with Zizzo Group to monitor project progress, review and discuss upcoming work tasks and provide project oversight.

9 Branding, Creative and PR Product Review and Quality Control

HNTB will review work products generated during the Branding, Creative and PR elements of the project. This task does not include web site review or review of project collateral materials (tasks 2b and 2c). As noted in Tasks 2b and 2c, work scope and product will be determined during the course of the project.

ATTACHMENT B

SCHEDULE

Sept.

Oct.

Nov.

Dec.

Jan.

Feb.

Mar.

Apr.

May

June

July

Aug.

BRANDING & CREATIVE

Positioning meeting with broader group (Steering Committee, CDA's, EDC, etc.

ZGA Creates Positioning Specification Document that will drive subsequent creative and message development efforts.

Additional research, competitive analysis.

Naming of corridor. ZGA will develop and present 5-7 names to the committees. They will narrow choices to three.

Concepting, development and presentation of 3 logo possibilities for each name.

Public meeting to present final three logo/name choices.

ZGA & Steering committee present final preferred name and logo to broader meeting of CDA's and EDC. Group finalizes choice.

Development of logo standards guide.

MARKETING DVD

Creative Brief development (Meeting to outline, draft and approval of brief by committee.)

Approval of Creative Brief

Gathering existing information

Testimonials; script, shoot

Assembly, formatting, writing

Design of sleeve or cover