CM-2018-1896 - 10/5/2018CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
WITH RHYME AND REASON DESIGN
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
That this Agreement for consulting services, specifically print and di4esign services
(referred to s the "Agreement"), is made and entered into on this t day of the
month of , 2018, by and between the CITY OF ROUND ROCK, TEXAS, a
home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas
78664 (referred to herein as the "City"), and Rhyme and Reason Design, whose offices are
located at 685 Linwood Avenue NE, Atlanta, Georgia 55105 (referred to herein as the
"Consultant"). This Agreement supersedes and replaces any previous agreement between the
named parties, whether oral or written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to have Consultant provide services related to print and digital
design services focused on "Shop the Rock" and Downtown Round Rock.
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Consultant
whereby City is obligated to buy specified services and Consultant is obligated to
sell same.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
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C. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
D. Services mean the services identified in the attached Scope of Services.
E. Consultant means Rhyme and Reason Design, or any successors, assigns,
subsidiaries or affiliates.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto and approved by the City Council, and shall remain in full force and effect unless and
until it expires by operation of the term stated herein, or until terminated or extended as provided
herein.
B. The term of this Agreement shall be for twelve (12) months from the effective
date hereof.
C. City reserves the right to review the Consultant's performance at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
4.01 ITEMS AWARDED
All items set forth in Exhibit "A" are awarded to Consultant.
5.01 COSTS
City shall pay Consultant an amount not -to -exceed Forty -Eight Thousand Seven
Hundred Twenty and No/100 Dollars ($48,720.00) for services set forth in Exhibit "A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Consultant;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
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7.01 INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 271.101 and Section 271.102.
Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City of Round Rock's bid, with the consent and agreement of the successful
Consultant(s) and Round Rock. Such agreement shall be conclusively inferred for the
Consultant from lack of exception to this clause in the Consultant's response. However, all
parties hereby expressly agree that the City of Round Rock is not an agent of, partner to, or
representative of those outside agencies or entities and that the City of Round Rock is not
obligated or liable for any action or debts that may arise out of such independently -negotiated
"piggyback" procurements.
8.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then current fiscal year.
9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date 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 City in the event:
A. There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes 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
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C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
10.01 GRATUITIES AND BRIBES
City may, by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
11.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Consultant's charges.
12.01 ORDERS PLACED WITH ALTERNATE CONSULTANTS
If Consultant cannot provide the Services as specified, City reserves the right and option
to obtain the products and services from another supplier or suppliers.
13.01 INSURANCE
Consultant shall meet all requirements as required by the City set forth at:
https://www.roundrocktexas.p,ov/wi)-content/unloads/2014/ 12/Insurance-Requirements-2.pdf
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Courtney Ainsworth, Downtown Manger
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
512-218-5403
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15.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
16.01 DEFAULT
If Consultant abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods and services elsewhere, Consultant agrees that it may be charged
the difference in cost, if any, and that it will not be considered in the re -advertisement of the
service and that it may not be considered in future bids for the same type of work unless the
scope of work is significantly changed.
Consultant shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
17.01 TERMINATION AND SUSPENSION
A. The City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to the
Consultant.
B. In the event of any default by Consultant, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Consultant.
C. Consultant has the right to terminate this Agreement only for cause, that being in
the event of a material and substantial breach by City, upon one hundred and twenty (120) days'
written notice to City or by mutual agreement to terminate evidenced in writing by and between
the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Consultant, Consultant
shall discontinue all Services in connection with the performance of this Agreement and shall
proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts
are chargeable to this Agreement. Within thirty (30) days after such notice of termination,
Consultant shall submit a statement showing in detail the Services satisfactorily performed under
this Agreement to the date of termination. City shall then pay Consultant that portion of the
charges, if undisputed. The parties agree that Consultant is not entitled to compensation for
Services it would have performed under the remaining term of the Agreement except as provided
herein.
18.01 INDEMNIFICATION
Consultant shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the negligent or
willful acts or omissions of Consultant, or Consultant's agents, employees or subcontractors, in
the performance of Consultant's obligations under this Agreement, no matter how, or to whom,
such loss may occur. Nothing herein shall be deemed to limit the rights of City or Consultant
(including, but not limited to the right to seek contribution) against any third party who may be
liable for an indemnified claim.
19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Consultant, its 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.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this contract. The signatory executing this Agreement on behalf of the
Consultant verifies Consultant does not boycott Israel and will not boycott Israel at any term of
this Agreement.
20.01 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 shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
21.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
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:
Rhyme and Reason Design
P.O. Box 8671
Atlanta, GA 31106
Notice to City:
Laurie Hadley, City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
22.01 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 the State of Texas.
23.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing, duly authorized by action of the City Manager or City
Council.
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24.01 DISPUTE RESOLUTION
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.
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The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or 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 or
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
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined to be
void.
26.01 MISCELLANEOUS PROVISIONS
Standard of Care. Consultant represents that it employs trained, experienced and
competent persons to perform all of the Services, responsibilities and duties specified herein and
that such Services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Consultant understands and agrees that time is of the essence and
that any failure of Consultant to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Consultant shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Consultant's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Consultant shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the
dates indicated.
CITY Ok,ROUND ROCK, TEXAS
LIM
Title:
Date Signed: Iv
ATTEST:
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FORI' , APPROVED S TO FORM:
Stephan . Sheets, City Attorney
AND REASON DESIGN
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Date Signed:
R&R
Exhibit "A" RHYME & REASON
DESIGN
SCOPE OF WORK
Round Rock — Marketing & Campaigns
Print and Digital Design Retainer
October 1, 2018
Updated Aug. 22, 2018
This agreement is entered into between Rhyme and Reason Design, LLC (hereinafter referred to as
R&R) and Round Rock — Shop the Rock & Downtown (hereinafter referred to as "Client") for the Print and
Digital Design Retainer (hereinafter referred to as the Project).
OBJECTIVE
To provide monthly print and digital design services for Round Rock's marketing initiatives, which may
Include programs such as Music on Main, Hometown Halloween, Holiday Lights, Shop the Rock,
Downtown and Future Forward. The annual marketing retainer will go into affect on October 1, 2018 and
run through September 30, 2019. The designs will be used to maintain a cohesive look and feel for all of
the campaigns managed by the City of Round Rock helping to ensure continued credibility, engagement
and value for the brands.
PRINT & DIGITAL DESIGN ONE-YEAR RETAINER SCOPE - $4,0601month*
COMMUNITY INITIATIVES -- MARKETING MATERIALS
The City of Round Rock has a variety of community initiatives and events that require marketing and
communication materials. The following is a listing of programs and the design services that will be
provided to ensure the continued success of these campaigns:
Community Programs
o
Music on Main
o
Hometown Halloween
o
Holiday Lights
o
Shop the Rock
o
Downtown
o
Future Forward
+ Marketing and Design Services
o Continuous research and immersion, to ensure appropriate messaging and on -brand
communications.
o Copywriting and editing services for print and web content (ads, landing pages,
billboards, etc)
o Design of social media, digital media, print, website and event related materials.
o Graphic design services, including creation of ads (online and print), brochures, flyers,
swag and other signage or projects as needed.
o Consultative and strategic planning services
KEY ASSUMPTIONS
+ Photography to be provided by the client.
+ Copywriting is included in this scope of work, but will be based on client provided content.
If project scope (design or programming) change from the approved proposal, a change of scope
will be issued and pricing is subject to change.
The project will be tracked by hours worked on an hourly rate of $140/hour with monthly hours not
to exceed 291hours per month for 12 months beginning October 1, 2018, with the potential to
Rhyme & Reason Design, LLC I Atlanta 1 407.821.8090 1 inf0QRhymsAndReasonDesl9n.com 1 wOSe Cerlifled: wOSe10771
Exhibit "A"
R&R
RHYME & REASON
DESIGN
renew for a total of three years at this rate.
• WordPress is the approved CMS for any website updates.
• Hosting and domain costs are not included in this estimate.
• Print management and print production are not included in this estimate.
• Hard costs including postage and materials are not included in this estimate.
• Print ad costs are not included in this estimate.
• A $500 digital ad spend is included in this estimate
• Services requested outside of Rhyme and Reason Design's core competencies will be addressed
on a per -project basis and may require a separate scope of work.
COST
Monthly Retainer— Print & Digital Designs $4,060/month'
TOTAL (112 Months) $489720
Financial Planning
Billing
Round Rack — Marketing Retainer will be billed on the first of each month for hours worked during the preceding
month. The payment schedule will be net 30 days. Any delinquent payment will be assessed a 10% late fee for
each additional 14 days past due.
Invoices will be sent on the last day of every month from the Rhyme And Reason Design, LLC finance department to the
appropriate Client contact. The email address, billing®rhymeandreasondesign.com, Is to be used for invoice purposes
only. Should questions or concerns arise, Scarlett Rosier may be contacted at scadetl@rhymeandressondesign.00m.
Payment Schedule
In order to best accommodate for the Print and Digital Design Retainer a 12 -month payment plan beginning October
1, 2018 and going through September 30, 2019 has been created:
Oct. 2018
$4,060 (initial payment)
Nov. 2018
$4,060 (2n° payment)
Dec. 2018
$4,060 (3rd payment)
Jan. 2019
$4,060 (44i payment)
Feb. 2019
$4,060(541 payment)
March 2019
$4,060 (61t payment)
Apr. 2019
$4.060 (711 payment)
May 2019
$4,060 (841 payment)
June 2019
$4,060 (9U1 payment)
July 2019
$4,060 (1 01h payment)
Aug. 2019
$4,060 (1 11h payment)
Rhyme R Reason Design, LLC I Atlanta 1407.921.9090 1 1nfo@Rhym9AndRassonDes1gn.eom I wOSS Certified: WOS1310771
R&R
Exhibit "A" RHYME & REASON
DESIGN
Sept. 2019 $4,080 (121' payment)
All questions or concerns regarding payment Information are to be addressed in writing by either party in order that
the information is documented and dated for the protection of both parties.
Terms of Agreement
Scope of work, agreement to pay and changes to scope of work
Once Client has agreed to the terms and conditions of the Scope of Work provided by R&R, Client agrees
also to pay that amount in full. Revision details are outlined in the Proposal. Additional draft rounds
thereafter are excluded from this cost estimate and will be subject to either additional charges or a new
Scope of Work. Client is responsible for all fees required by third parties.
Client may cancel Project at any time for any reason. Should the Project be terminated early, client is
responsible for paying any outstanding bills as well as hours worked to date based on the hourly rate
outlined in the Scope of Work.
Revisions outside the Scope of work shall obligate the Client to additional costs. These may include but
are not limited to: changes made to copy after the final copy has been submitted; changes made to the
design once layouts, website design, or site map have been approved; extensive alterations; retrieving
and sending files; photo editing; copywriting; communicating with third Parties; a change in marketing or
business objectives on the part of the Client and new work requested by the Client after the execution of
the Scope of Work. To account for any of the above changes, a scope contingency plan that is equal to
10% of the total cost Is instituted for each project. This cost is only added at the end of the project if
revisions have gone outside of the scope of work and Client will be made aware of additional costs prior
to invoicing.
All production costs are based on the assumption that copy/content will be provided electronically to R&R
In a Word, Text or email.
R&R Responsibilities
R&R agrees to work diligently and honestly to provide Client with the best possible service and end
product. Client will not be charged for an amount higher than the total Quote originally provided, with the
exception of additional changes that go beyond the Project Scope of Work.
R&R will maintain a professional and ethical work approach, and agrees to accommodate meeting or
communication with the Client as requested, and to provide work in progress, samples, mock-ups, and
completed work on a timely basis. R&R agrees to be reachable and return emails or calls in a timely
fashion, unless unforeseen circumstances or other plans have been communicated with Client.
Client Responsibilities
Client agrees to accommodate meeting or communication with R&R as requested, and to provide as
much information to the best of their abilities as possible throughout Project. Client agrees to be
reachable and to return emails or calls in a timely fashion, unless unforeseen circumstances or other
plans have been communicated with R&R.
Additionally, Client agrees that R&R's ability to meet any and all schedules is entirely dependent upon the
Client's prompt provision of materials, instruction, revisions, approvals, etc, pursuant of the Project Scope
of Work. Further, any delays or changes to the Project will delay delivery of Project deliverables. Any such
Rhyme d Reason Design, LLC I Manta 1 407.921.8090 1 Info®RhymeAndReasonDesign.com I WOSB Certlfled: wOSa10771
R&R
Exhibit "A" RHYME & REASON
DESIGN
delay caused directly or indirectly by Client shall not constitute a breach of any term, condition or R&R's
obligations under this Agreement, nor will R&R be held financially or otherwise responsible In said
Instance.
Should the Project be delayed or client is unresponsive for a period of 30 days, Project files will be
archived and the project will be billed out on time worked to date. Upon restart, the Client will be charged
a $250 recovery fee. Should the Project be delayed or client is unresponsive for a period greater than 60
days, in addition to the recovery fee, a scope review will be required and pricing may be subject to
change.
Accreditation, Promotion & Copies of Work
R&R retains the right to reproduce, publish and display the Project in R&R's portfolios and websites or
other media for the purposes of recognition of creative excellence or self -promotion, and to be credited
with the authorship of the Deliverables in connection with such uses. Either party may describe its role in
relation to the Project and, if applicable, the services provided to the other party on its website and in
other promotional materials.
R&R agrees not to promote or showcase any finished work until it has been publicly published or
otherwise made available to the public, or given specific permission from the Client to showcase such
work beforehand.
Non -Exclusivity
The Parties express acknowledgement that this Agreement does not create an exclusive relationship
between the Parties. Client is free to engage others to perform services of the same or similar nature to
those provided by R&R. R&R shall be entitled to offer and provide design services to others, solicit other
clients, and otherwise advertise services offered by R&R, including but not limited to, entities of the same
or similar industry as Client.
Confidentiality
Each Party acknowledges that in connection with this Agreement they may receive certain confidential or
proprietary technical and business information and materials of the other Party. Each Party, its agents
and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose
Confidential Information to any third party, and shall not use any Confidential Information except as is
necessary to perform its obligations under the Project Proposal, except as may be required by court or
governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any
information that is in the public domain or becomes publicly known through no fault of the receiving Party,
or is properly received by a third party without an obligation of confidentiality.
In the event of a Confidentiality/Non-Disclosure Agreement, it shall be limited in its scope, and must end
by a set date once the project is complete.
Errors & Omissions
R&R agrees to do all work in a professional manner, to pay attention to detail and to correct any errors as
they become apparent. However, R&R and Client understand that the responsibility of submitting error -
free work rests solely on the Client in the form of carefully proofing and signing off on all work delivered to
Client by R&R. Once Client signs off on final proof(s) provided by R&R, the Client acknowledges that
R&R will not be held responsible, financially or otherwise, for any errors or omissions found thereafter.
Rhyme & Reason Design, LLC I Atlanta 1 407.921.9090 1 rnfo@RhymeAndRessonDesign.com I w0313 Certified: w031310771
R&R
Exhibit "A" RHYME & REASON
DESIGN
Protect Completion
Once Project Deliverables are submitted as outlined in the Proposal, and once Client has paid the
remaining balance to R&R, this Agreement is fulfilled. Any additional or new work requested by Client will
require a new Agreement and Project Scope of Work, of which participation by either party will be non -
compulsory.
Sevemblilty
If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the
remaining provisions shall remain in full force and effect.
Force M*ure
Neither party shall be liable for failure to perform its obligations under this agreement when such failure is
caused by acts, events or circumstances beyond the control of that party, for so long as such acts, events
or circumstances are continuing. Neither party shall be responsible to the other for non-performance or
delay in performance (other than any payment of money) occasioned by any causes beyond its control
including without limitation acts or omissions of the other party, acts of civil or military authority, strikes,
lockouts, embargoes, insurrections or Acts of God. If any such delay occurs, any applicable time period
shah be automatically extended for a period equal to the time lost, provided that the party affected makes
reasonable efforts to correct the reason for such delay and gives the other party prompt notice of any
such delay.
Client Signature bate
Client Name and Title (printed)
(&�� pec) -. L2, oqO i t�-
/4rv-*ic'e Sig ature Date
0o - Fouky"%� e re(Jo r OF OFerc>� ionS
Service Provider 1 Agent Name and title (printed)
Please mail a copy of this signed contract and deposit to:
Rhyme and Reason Design, LILC
PO Sox 8671
Atlanta, GA 31906
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WORK MADE FOR HIRE AGREEMENT
WITH RHYME AND REASON DESIGN
This Agreement is made on the t Y day of the month of CcU 2018, by
and between RHYME AND REASON DESIGN, LLC and any of its authors and/or artists
(hereinafter referred to as "AuthorArtist," and if there is more than one author/artist affiliated
with the entity, then the entity and all of them collectively) and the CITY OF ROUND
ROCK, TEXAS (hereinafter referred to as the "City").
This Agreement is made simultaneous to an agreement entitled "City of Round Rock
Agreement for Purchase of Print and Digital Design Services with Rhyme and Reason Design"
and encompasses the subject matter contracted for thereunder.
AUTHOR/ARTIST AND CITY HEREBY AGREE THAT:
1. Title and Copyright Assignment
(a) Author -'Artist and City intend this to be a contract for services and each considers the
products and results of the services to be rendered by Author -'Artist hereunder (the "Work") to be
a work made for hire. Author -`Artist acknowledges and agrees that the Work (and all rights
therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive
property of City.
(b) If for any reason the Work would not be considered a work made for hire under
applicable law, Author/Artist does hereby sell, assign, and transfer to City, its successors and
assigns, the entire right, title and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and extensions thereof,
and in and to all works based upon, derived from, or incorporating the Work, and in and to all
income, royalties, damages, claims and payments now or hereafter due or payable with respect
thereto, and in and to all causes of action, either in law or in equity for past, present, or future
infringement based on the copyrights, and in and to all rights corresponding to the foregoing
throughout the world.
(c) If the Work is one to which the provisions of 17 U.S.C.I06A apply, Author/Artist hereby
waives and appoints City to assert on Author/Artist's behalf the Author/Artist's moral rights or
any equivalent rights regarding the form or extent of any alteration to the Work (including,
without limitation, removal or destruction) or the making of any derivative works based on the
Work, including, without limitation, photographs, drawings or other visual reproductions or the
Work, in any medium, for City's purposes.
(d) Author/Artist agrees to execute all papers and to perform such other proper acts as City
may deem necessary to secure for City or its designee the rights herein assigned.
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2, Delivery of the Work
(a) Author/Artist will deliver to City on or before any contractually -obligated date the
completed Work (with all illustrations, charts, graphs, graphics, and other material, including
supplements, handouts, reference lists, indexes, etc., in the medium mutually agreed upon for the
Work) in form and content satisfactory to City.
(b) If Author/Artist fails to deliver the Work on time, City will have the right to terminate
this agreement and the referenced simultaneous agreement and to recover from Author/Artist any
sums advanced in connection with the Work. Upon such termination, Author/Artist may not have
the Work published or used in any form elsewhere until such advances have been repaid.
3. Quoted Material
With the exception of short excerpts from others' works, which constitute fair use, the
Work will contain no material from other copyrighted works without a written consent of the
copyright holder. Author/Artist will obtain such consents at his/her/its own expense after
consultation with City and will file them with City at the time the Work is delivered. Any
obligations associated with permissions will be the responsibility of Author/Artist.
4. Author/Artist's Warranty
Author/Artist warrants that he/she/it is the sole owner of the Work and has full power and
authority to make this agreement; that the Work does not infringe any copyright, violate any
property rights, or contain any scandalous, libelous, or unlawful matter. Author/Artist will
defend, indemnify, and hold harmless City and/or its licensees against all claims, suits, costs,
damages, and expenses that City and/or its licensees may sustain by reason of any scandalous,
libelous, or unlawful matter contained or alleged to be contained in the Work or any
infringement or violation by the Work of any copyright or property right; and until such claim or
suit has been settled or withdrawn, City may withhold any sums due Author/Artist under the
referenced simultaneous agreement.
S. Consideration
In consideration for delivery of the Work in accordance with the provisions of the
referenced simultaneous agreement, City shall pay Author/Artist as indicated therein.
6. Revisions
Author/Artist shall, at the request of City, revise the Work at one-year intervals during
the term of the referenced simultaneous agreement.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of the date
indicated below.
CITY OF ROUND ROCK, TEXAS FOR CITY, ATTEST:
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FOR CITY A PROVED A TO FORM:
By:
Steph• L. Sheets, City Attorney
RHYME AND REASON DESIGN
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Date:
City of Round Rock
f ROUND ROCK
T:- P,. Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement and Accompanying Work Made for Hire
Agreement with Rhyme and Reason Design for print and graphic design
servicees for promotion of "Shop the Rock" and Downtown Round Rock.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/5/2018
Dept Director: Will Hampton, Communications and Marketing Department
Cost: $48,720.00
Indexes: General Fund; RR Transportation and Economic Development Corporation
(Type B)
Attachments: LAF Rhyme and Reason, Rhyme and Reason Contracts
Department: Communications and Marketing Department
Text of Legislative File CM -2018-1896
Consider executing an Agreement and Accompanying Work Made for Hire Agreement
with Rhyme and Reason Design for print and graphic design servicees for promotion of
"Shop the Rock" and Downtown Round Rock.
This contract with Rhyme & Reason Design includes graphic design services for a variety
of communication and marketing campaigns and events. These include, but are not limited
to, Community Impact ads, Hometown Holiday, Music on Main, Hometown Halloween and
Shop the Rock. This contract allows us to maintain the aesthetic identity associated with
existing campaigns as well as the development of any new initiatives that we begin over
the next fiscal year.
We have worked with R&R for the past 5 years and have been very pleased with the work
that they have done.
Cost: $48,720.00
Source of Funds: General Fund and Round Rock Transportation and Economic
Development Corporation
Clfy of Round Rock Page 1 Printed on 1015/2048