CM-2015-840 - 7/24/2015 CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF GRAPHIC DESIGN
SERVICES FOR MONTHLY NEWSLETTER"NEWSFLASH"FROM
DESIGNWRITE STUDIOS,INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
That this Agreement for Grapj io Delign Services (referre here' as the "Agreement")
is made and entered into on this the_ ' day of the month o (, ,( , 2015, by and
between the CITY OF ROUND ROCK, TEXAS, a home-rule mu icipali whose offices are
located at 221 East Main Street, Round Rock,Texas 78664(referred to herein as the"City"),and
Designwrite Studios, Inc., whose offices are located at 2126 Jefferson Avenue, St. Paul,
Minnesota 55105 (referred to herein as the "Vendor"). 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 desires to have Vendor provide services related to Graphic Design for
the City's Monthly Newsletter"Newsflash"; and
WHEREAS, City has issued its "Request for Qualifications" for provision of said
services, and City has selected the Quote submitted by Vendor; and
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 Vendor whereby
City is obligated to buy specified services and Vendor is obligated to sell same. The Agreement
includes the following: (a) City's solicitation designated Request For Qualifications # 15-016;
(b) Vendor's Response to same; (c) contract award; and (d) any exhibits, addenda, and/or
amendments thereto. Any inconsistencies or conflicts in the contract documents shall be
resolved by giving preference in the following order:
00335219/ss2
(1) This Agreement;
(2) Vendor's Response to Qualifications;
(3) City's Request for Qualifications,exhibits,and attachments.
B. City means the City of Round Rock, Williamson and Travis Counties,Texas.
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 service identified in the Request for Quote, and any and all
materials,equipment and labor required to perform such service.
F. Vendor means Designwrite Studios, Inc., 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 a sixty (60)-month period from the
effective date hereof.
C. City reserves the right to review the Vendor'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 on Exhibit"A"are awarded to Vendor.
5.01 COSTS
Quote costs listed on Exhibit "A," in the total amount of Thirteen Thousand Seven
Hundred Twenty-Five Dollars and No/100 ($13,725.00) shall be the basis of any charges
collected by Vendor.
6.01 INVOICES
All invoices shall include,at a minimum, the following information:
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A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
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 27 1.101 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
vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from
lack of exception to this clause in the vendor'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 Vendor 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 Vendor 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. Vendor 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 Vendor, a contractor,
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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 Vendor 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 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 Vendor, cancel this Agreement without incurring any
liability to Vendor if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Vendor or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Vendor 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 Vendor's charges.
12.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor 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
Vendor shall meet all requirements as stated in the attached Request for Quote (including
all attachments and exhibits), and its Response.
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
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Will Hampton, Communication Director
221 East Main Street
Round Rock,Texas 78664
512-218-5409
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 parry 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 Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods and services elsewhere, Vendor 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.
Vendor 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 Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause,upon ten(10) days' written notice to Vendor.
C. Vendor 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.
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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 Vendor, Vendor 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, Vendor
shall submit a statement showing in detail the Services satisfactorily performed under this
Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if
undisputed. The parties agree that Vendor 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
Vendor 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 Vendor, or Vendor's agents, employees or subcontractors, in the
performance of Vendor'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 Vendor(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
Vendor, 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.
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
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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 Vendor:
Designwrite Studios, Inc.
2126 Jefferson Avenue
St. Paul, MN 55105
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 Vendor.
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
Vendor 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.
24.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be sought to be resolved with the help of a mutually selected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the 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.
City and Vendor 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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25.01 SEVERABILITY
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 parries 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. Vendor 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. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor 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 Vendor'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 Vendor 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.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY F ROUND Z
K,TEXAS
By
A J//1 ,4
Printed Name: LAU VI-&
Title: /1
Date Signed:
ATTEST:
Sara . White, City Clerk
FOR CITY,APPR D AS TO FORM:
Stephan Sheets, City Attorney
DESIGNWRITE STUDIOS,.INC.
Printed Name: A�1-,L i��,7
Title:
Date Signed: 0)S'
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P-�ROND ROCK, TEXAS
OSE. PASSION. PROSPERITY.
City of Round Rock, Texas
Purchasing Division
221 East Main Street
Round Rock, Texas 78664-5299
www.roundrocktexas.gov
REQUEST FOR QUOTE
FOR
GRAPHIC DESIGN FOR NEWSLETTER PUBLICATION
RFQ No. 15-016
Class/Item Number: 965/46
P ,i117
EXHIBIT "A"
City of Round Rock
Graphic Design For Newsletter Publication
RFQ No. 15-016
Class 965/Item 46
March 2015
CITY OF ROUND ROCK
GRAPHIC DESIGN FOR NEWSLETTER PUBLICATION
1. PURPOSE: The City seeks a multi-year contract for Graphic Design for a monthly print newsletter publication.
These specifications shall become part of the resulting contract.
2. DEFINITIONS: The following definitions will be used for identified terms throughout the specification and bid
document:
2.1. Bidder identified throughout this specification shall describe persons and entities that consider themselves
qualified to provide the goods, equipment or services.
2.2. City—Identifies the City of Round Rock, Williamson County, Texas.
2.3. Contract—A mutually binding legal document obligating the Contractor to furnish the goods, equipment
or services, and obligating the City to pay for it.
2.4. Contractor — A person or business enterprise providing goods, equipment, labor and/or services to the
City as fulfillment of obligations arising from a contract or purchase order.
2.5. Goods represent materials,supplies, commodities and equipment.
2.6. Purchase Order-an order placed by the Purchasing Office for the purchase of Goods or Services written
on the City's standard Purchase Order form and which, when accepted by the Bidder, becomes a
contract. The Purchase Order is the Bidder's authority to deliver and invoice the City for Goods or
Services specified, and the City's commitment to accept the Goods or Services for an agreed upon price.
2.7. Subcontractor-Any person or business enterprise providing goods, equipment, labor, and/or services to a
Contractor if such goods, equipment, labor, and/or services are procured or used in fulfillment of the
Contractor's obligations arising from a contract with the City.
3. CLARIFICATION: For clarification of specifications, bidders may contact:
Yvonne Hopkins,CTPM
Purchaser
City of Round Rock
vhoakins@)roundrocktexas.4ov
The individual listed above may be contacted by email for clarification of the specifications only. No authority is
intended or implied that specifications may be amended or alterations accepted prior to bid opening without written
approval of the City of Round Rock through the Purchasing Division.
Page 217
EXHIBIT "A"
City of Round Rock
Graphic Design For Newsletter Publication
RFQ No. 15-016
Class 965/Item 46
March 2015
PART I
GENERAL CLAUSES AND CONDITIONS
1. The Contractor shall provide the facilities, labor and equipment necessary to perform the service. The Contractor
Shall employ all personnel for work in accordance with the requirements set forth by the United States
Department of Labor.
2. BEST BID EVALUATION: All bids received shall be evaluated based on the best value for the City. Best value
will be determined by considering all or part of the criteria listed, as well as any relevant criteria specifically listed
in the solicitation.
2.1. Bid price
2.2. Reputation of the bidder and of bidder's goods and services.
2.3. The quality of the bidder's goods or services.
2.4. The extent to which the goods or services meet the City's needs
2.5. Bidder's past relationship with the City: all vendors will be evaluated on their past performance and prior
dealings with the City to include, but not limited to, failure to meet specifications, poor quality, poor
workmanship, late delivery.
3. AGREEMENT: The Agreement resulting from this specification shall be for one (1) twelve-month period of time
from the date of award. Prices shall be firm for the duration of the Agreement, except as provided for herein.This
contract may be renewed for four(4)additional twelve (12) month periods, if agreed by both parties.
Schedule of Events Dates
Quote Solicitation Date Thursday, Aril 2 2015
Quote Response Due Date and Time Thursday, Aril 9 2015 @ 3:OOPM
4. NON-APPROPRIATION: The resulting contract is a commitment of the City's current revenues only. It is
understood and agreed the City shall have the right to terminate the contract at the end of any City fiscal year, if
the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities,
as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving
contractor a written notice of termination at the end of its then current fiscal year.
5. VENDOR PERFORMANCE: The City reserves the right to review the Vendor's performance anytime during the
contract term.
6. CANCELLATION: The City reserves the right to cancel the Agreement without penalty by providing 30 days prior
notice to the other party. Contractor shall provide the City with 120 days written notice prior to cancellation of the
Agreement and shall continue services for a period of time not to exceed 120 days after written notification.
Termination under this paragraph shall not relieve the Contractor of any obligation or liability that has occurred
prior to cancellation. Note: This Agreement is subject to cancellation, without penalty,at any time the
City deems the vendor to be non-compliant with contractual obligations.
Page 317
EXHIBIT "A"
City of Round Rock
Graphic Design For Newsletter Publication
RFQ No. 15-016
Class 965/Item 46
March 2015
7. COMPLIANCE WITH LAWS: The successful bidder shall comply with all federal, state, and local laws, statutes,
ordinances, rules and regulations, and the orders and decrees of any court or administrative bodies or tribunals in
any matter affecting the performance of the resulting agreement, including without limitation, workers'
compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and
regulations. When requested,the Contractor shall furnish the City with satisfactory proof of its compliance.
S. CODES, PERMITS AND LICENSES: The successful bidder shall be responsible for obtaining all necessary
permits, certificates and/or licenses to fulfill contractual obligations. (City of Round Rock fees and costs will be
waived).
9. ABANDONMENT OR DEFAULT: A Contractor who abandons or defaults the work on the contract and causes
the City to purchase the services elsewhere may be charged the difference in cost, if any, and will not be
considered in the re-advertisement of the service and may not be considered in future bids for the same type of
work unless the scope of work is significantly changed.
10. INDEMNITY: Contractor shall indemnify, save harmless and defend the City, its officers, agents, servants, and
employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs,
expenses, attorney's fees and any and all other costs or fees incident to the performance of the resulting
agreement and arising out of a willful or negligent act or omission of the Contractor, its officers, agents, servants
and employees.
11. NOTICES: All notices shall be mailed to the City at the following addresses:
Assistant City Manager City Attorney
City of Round Rock City of Round Rock
221 East Main Street 309 East Main Street
Round Rock,TX 78664-5299 Round Rock,TX 78664
12. LIENS: Contractor agrees to and shall indemnify and save harmless the City against any and all liens and
encumbrances for all labor, goods and services which may be provided under the resulting contract. At the City's
request the Contractor or subcontractors shall provide a proper release of all liens or satisfactory evidence of
freedom from liens shall be delivered to the City.
13. VENUE: Both the City and the Contractor agree that venue for any litigation arising from a resulting contract
shall lie in Williamson County.
14. INDEPENDENT CONTRACTOR: It is understood and agreed that the Contractor shall not be considered an
employee of the City. The Contractor shall not be within protection or coverage of the City's Worker Compensation
Insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have
in force and effect.
Page 417
EXHIBIT "A"
City of Round Rock
Graphic Design For Newsletter Publication
RFQ No. 15-016
Class 965/Item 46
March 2015
PART II
SPECIFICATIONS
1. SCOPE: This specification describes services needed to design a template for the City's Water Utility Bill
newsletter and design monthly issues,as directed and approved by the Contract Administrator.
2. STATEMENT OF INTENT: These specifications cover only the general requirements as to the design and
reproduction of the City's Water Utility Bill newsletter, as well as certain details to which the successful bidder
shall conform. Bidders shall meet or exceed all of the requirements as set forth herein.
3. BIDDER QUALIFICATIONS: The opening of a bid will not be construed as the City's acceptance of such bidder
as responsive and responsible. The City reserves the right to determine the lowest responsible bidder from
information submitted with the bid.All bidders shall, at a minimum, provide the following information:
3.1. Bidder shall provide a price quote to the City of Round Rock for the above-mentioned services.
3.2. Bidder shall provide References: provide the name, address, telephone number and point of contract of
at least two firms that have utilized the similar service for at least one year. References may be checked
prior to award. Any negative responses received may result in disqualification of bid. Bidder shall provide
three (3) samples of same or similar work produced or three (3) references of same or similar work.
Samples and/or references shall be representative of work performed within the past 3 years.
3.3. Bidder shall identify any subcontractors to be used for this project. Experience, qualifications and
references of the subcontractors shall be submitted. The City reserves the right to approve or disapprove
all subcontractors prior to any work being performed.
4. TEMPLATE: The custom designed template shall include but shall not be limited to the following items:
4.1. Four-color(CMYK), 8-1/2 x 11,two-sided
4.2. Masthead with website URL
4.3. Awarded vendor shall incorporate the City's logo per the City's Graphic Standards
4.4. Awarded vendor shall provide new/updated template at mid-contract term, as determined and agreed
upon by the Contract Administrator and awarded vendor.
4.5. Awarded vendor shall have 72 hours to provide approved newsletter to Contract Administrator.
5. GRAPHIC DESIGN: The custom graphic design shall include the following:
5.1. Original four-color (CMYK) design incorporating the City of Round Rock logo and tagline, photographs as
provided by the City and clip art as appropriate. Space for postal information is not needed.
5.2. Use of City of Round Rock logo shall conform to Round Rock Identity Style Guide, which the Contract
Administrator shall provide.
6. REPRODUCTION: Successful bidder shall:
6.1. Receive and deliver Microsoft Word or simple text digital formatted files electronically by email.
6.2. Receive and deliver completed designs on transmitted files that are supported by Quark, Illustrator, or
Adobe Acrobat software.
7. WORK MADE FOR HIRE: Successful bidder shall be required to enter into a Work Made For Hire Agreement
with the City of Round Rock. The City intends this to be a contract for services and considers the products and
results of the services to be rendered to be a work made for hire. The Work (and all rights therein, including,
without limitation, copyright) belongs to and shall be the sole and exclusive property of the City.
Page 517
EXHIBIT "A"
City of Round Rock
Graphic Design For Newsletter Publication
RFQ No. 15-016
Class 965/Item 46
March 2015
8. PRICE ADJIUSTMENT: The City may permit"unit price"adjustments upward, only as a result of a cost increase
in services in accordance with the Producers Price Index at http://stats/bls.(iov/ppi/. Any price increase shall be
requested by the contractor in writing and accompanied with the appropriate documentation to justify the
increase. Increase may only be made at the beginning of each contract year with 60 day written notice. The
vendor may offer price decreases in excess of the allowable percentage change.
9. CONTRACT ADMINISTRATOR: All work performed under this contract shall be supervised, verified and
approved by the Administration Department designee noted below.
Will Hampton
221 East Main Street
Round Rock,TX 78664
(512) 218-5409
PART III
DELIVERY, SERVICE,ACCEPTANCE AND PAYMENT
1. DELIVERY: Delivery of completed product shall be to mailing service and location specified by Contract
Administrator. Timing of monthly delivery shall be determined by the City in accordance with monthly utility billing
cycles.
2. ACCEPTANCE: Acceptance inspection should not take more than five working days. The vendor shall be notified
within this time frame if the unit delivered is not in full compliance with the specifications. If any purchase order
is canceled for a unit for non-acceptance, the needed service may be purchased elsewhere and the vendor may
be charged full increase, if any, in cost and handling.
3. INVOICING: Contractor shall submit one original and one copy of each invoice on a monthly basis to the
following address:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock,TX 78664-5299
4. PROMPT PAYMENT POLICY: Payments will be made within thirty days after the city receives the supplies,
materials, equipment, or the day on which the performance of services was completed or the day on which the
City receives a correct invoice for the supplies, materials, equipment or services, whichever is later. The
Contractor may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for
payments not made in accordance with this prompt payment policy; however, this policy does not apply to
payments made by the City in the event:
4.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services
or equipment delivered or the services performed that causes the payment to be late; or
4.2. The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely
payment with Federal Funds; or
4.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and
its suppliers concerning supplies, material, or equipment delivered or the services performed which
caused the payment to be late; or
Page 617
EXHIBIT "A"
City of Round Rock
Graphic Design For Newsletter Publication
RFQ No. 15-016
Class 965/Item 46
March 2015
4.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order
or contract or other such contractual agreement.
5. OVERCHARGES: Contractor hereby assigns to purchaser any and all claims for overcharges associated with this
contract which arise under the antitrust laws of the Untied States, 15 USGA Section 1 et seg., and which arise
under the antitrust laws of the State of Texas, Bus., and Com. Code, Section 15.01, et seg.
Pace 717
EXHIBIT "A"
REQUEST FOR QUOTES(RFQ)
CITY OF ROUND ROCK PURCHASING OFFICE
221 EAST MAIN STREET,2ND FLOOR
ROUND ROCK,TX 78664
RFQ INFORMATION:GRAPHIC DESIGN FOR NEWSLETTER
CITY CONTACT INFORMATION PUBLICATION
YVONNE HOPKINS QUOTE NUMBER 15-016 POSTING DATE:4J2/2015
EMAIL: vhookins@roundrocktexasmov CLOSE DATE&TIME: Thursday 4/912015 @ 3:0013M
FAX: 512-218-7028 EMAIL QUOTES TO: YVONNE HOPKINS ON OR BEFORE CLOSE DATE
AND TIME.QUOTES RECEIVED AFTER THE DEADLINE ARE
INVOICE TO: DISQUALIFIED.
City of Round Rock BIDDER INFORMATION
Accounts Payable TAX iD No.: 41-1670205
221 East Main Street BUSINESS ENTITY TYPE: Sole Proprietor
Round Rock, Texas 78664-5299 LEGAL BUSINESS NAME: Desi nwrite Studios
ADDRESS: 2126 Jefferson Avenue
Saint Paul, Minnesota 55105
coNTAcr NAME: Robyn Lin en
BID F.O.B.DESTINATION,FREIGHT PREPAID AND TELEPHONE NO.: 651-690-0773
ALLOWED UNLESS OTHERWISE SPECIFIED BELOW EMAIL: rob n desi nwritestudios.com
DESTINATION:
Via Email to Contract Administrator. Robyn Mathews- ON R brr.w� a,q n.
Will Hampton I ingen . a.tabYnod"Vn nludm„o US April l 2015
Email:whampton@roundrocktexas.gov Auttiorized Signature Date
BIDDER"LL SIGNRBOYE(fallure nttlyn quote will dlrquapry puotoJ
Robyn Mathews-Lingen
Print Name
By the signature hereon affixed,the bidder hereby certifies that neither the bidder nor the entity represented by the bidderr or anyone acting for such entity has
violated the antitrust laws of this State,codified in Section 15.01 et seq.,Texas Business and Commerce Code,or the Federal antitrust laws,nor communicated directly
r indirectly,the bid made to any competitor or any other person engaged in such line of business."
Bidder agrees to comply with all conditions set forth in this Solicitation.
Best Bid Evaluation:All bids received shall be evaluated based on the Best Value for the City,which will be determined by considering all or part of
he following criteria:Bid Price;Reputation of Bidder;Extent to which the Goods or Services meet the City's needs;and Bidder's Past Relationship
with the City;as well as any relevant criteria Iisto in the attached Specification Number 09-965-45,dated December 2009(7 pages).
DOTE SHEET
ITEMESTIMATED PRICE PER
CLASS&ITEM DESCRIPTION QUANTITY MONTH TOTAL ANNUAL PRICE
#
1 965/46-Graphic Design Services for Original Template 1 $ 555 $ 555 4.553 �o
Printing Each Each Total ':2,5-'�Z).da
YS
965/46-Graphic Design Services for
2 Monthly Service Fee(for 12 mos) 12 $ 210 $ 2,520 oYie .itc,f
Printing Months Month Total Cwsl
OPTIONAL RENEWAL YEARS
965/46-Graphic Design Services for Monthly Service Fee(for 12 mos), 210 2,520 `D�Jf of
3 Printing Second Year Renewal 12 $
Months Month Total
965/46-Graphic Design Services for Monthly Service Fee(for 12 mos), 12 210 $ 2,520
4 Printing Third Year Renewal6`
Months Month Total
Mid-Contract Term New/Updated 1 $ 450 $ 450
965/46-Graphic Design Services for
5 Template(Part II Specifications,4.
Printing Template,Section 4.4) `
Each Each Total
M c{1{P r r/l
6 965/46-Graphic Design Services for Monthly Service Fee(far 12 mos), 12 $ 215 $ 2,580 evS fi
Printing Fourth Year Renewal Months Month Total 1
7 965/46-Graphic Design Services for Monthly Service Fee(for 12 mos), 12 215_ 2,580V
Printing Fifth and Final Renewal Months Month Total
'By the signature hereon affixed,the bidder hereby certifies that neither the bidder nor the entity represented by the 13,725
bidder,or anyone acting for such entity has violated the antitrust laws of this State,codified In Section 15.01 et seq., $
exas Business and Commerce Code,or the Federal antitrust laws,nor communicated directly or indirectly,the bid TOTAL BID
made to anj competitor or a2X other 22rson engaged in such line of business."
Page 1 of f
EXRMBIT "A"
11
:t
Designwrite Studios
Yvonne Hopkins
Purchaser.Finance Department
City of Round Ruck
Round Rock.TX'8604
15121218.3223
April 7,2015
\EWSPLASH DESIGN AND PRODUCTION
Proposed budget for design and production of the City of Round Ruck newsletter,tl cnnflash.proposal to include new layout
concepts,finalized design and ongoing layout production servims for the monthly publication.Special attention will be given
to fresh design concepts with ample xariation of concepts to successfully move the newsletter in a new direction.
InitialDesign.5 hrs..._....---_...................---........._._...._....._..._...._.....................__..._ ....__...___.$450.00
llnwidr 3.5laPoul concepts incrn711trrttirig dtr CITY t f Rotntd Rock logo and lagfine.
pholograph and dip ari stitnly1cs and suwpir tea i.
Designref utement.I lus................___............................__..._....._................................_.__._......_._................S 105.(10
llmwde a irl)ucd dcsigtuis ncerlcd bastrl nn rcviem iJ'inilia!dtsig»s.
.Vain if na sc�ntd drergn is needed..this chat-
gc will trot he erutdc
Firstissue production,3 hrs....._._.............._....._._.........._......._......................................._....................................$210.00
Based nn 2-page newsletter where layout is catnpleled with the new design.
Designand production first issue.. ...........»................................................................................5765.00
Ongoing production per issue_....... .....___._--5 210.00
Lrn•nttt production.f.3.i hts _........._.._.._._.__........._...._.............._.._.___..__.......!30.00
llloritions,cal•rection-5ltts..__..........._.........._........_......................._.............._.........45.00
1'rr•ptt:ts rtitd c lccltvttricTle delivrit..S hi.
._............................_......._...._._... .....34.lN)
Thank you for the opportunity to Platz a bid with you Cor the production of Ncn:flash.Please don't hesitate to caq ifyou have
any questions about this proposal or would like to sec additional examples.
Robyn Linwen
Creative director
2126 Jefferson Ave.St.Paul,ht\55105 .651-690-0773•651-690-4.399 fax
EXHIBIT "A"
WORK MADE FOR HIRE AGREEMENT
WITH DESIGNWRITE STUDIOS, INC.
This Agreement is made on the- Vday of the month of CI , 2015, by
and between DESIGNWRITE STUDIOS, INC. and any of its authors d/or as ists (hereinafter
referred to as "Author/Artist," 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 Graphic Design for Monthly Newsletter `Newsflash' from
DesignWrite Studios, Inc." 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.106A 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.
00290528/ss2
G PAP
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.
5. 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.
2
7. Term and Termination
(a) This agreement shall remain in effect for the same length of time as the referenced
simultaneous agreement unless terminated earlier in accordance with this Section 7.
(b) In the event that either party shall be in default of its material obligations under this
agreement or the referenced simultaneous agreement and shall fail to remedy such default within
sixty (60) days after receipt of written notice thereof, the agreements shall terminate upon
expiration of the sixty (60) day period.
(c) Upon the expiration of the term hereof and the referenced simultaneous agreement, the
parties may agree to renew those agreements for additional terms, only as allowed by the terms
of the referenced simultaneous agreement, upon the same terms and conditions as set forth.
8. Options/Contracts with Third Parties
Nothing contained in Section 7 shall affect any license or other grant of rights, options, or
agreements made with third parties prior to the termination date or the rights of City in the
income resulting from such agreements.
9. Amendments
The written provisions contained in this agreement, taken together inextricably with the
referenced simultaneous agreement, constitute the sole and entire agreement made between
Author/Artist and City concerning this Work, and any amendments to same shall not be valid
unless made in writing and signed by both parties.
10. Construction, Binding Effect, Venue, and Assignment
This agreement shall be construed and interpreted according to the laws of the State of
Texas and be binding upon the parties, their heirs, successors, assigns, and personal
representatives; venue shall lie exclusively in Williamson County, Texas; and references to
Author/Artist and City shall include their heirs, successors, assigns, and personal representatives.
[Signatures appear on the following page.]
3
IN WITNESS WHEREOF, the parties have duly executed this agreement as of the date
indicated below.
CITY OF ROUND ROCK, TEXAS FOR CITY,ATTEST:
By: By:
Sara L. White, City Clerk
Date:
FOR CITY,APPROVED AST ORM:
By:
Stephan Leets, City Attorney
DESIGNWRITE STUDIOS, INC.
By:
Printed Name: obyn L. Lingen
Title: Creative Director/Owner
.,Date: June 16, 2015
Digitally signed by Robyn Mathews-Lingen
DN:cn=Robyn Mathews-Lingen,
Robyn o=Designwrite Studios,ou=Sole
Proprietor,
Mathews-Lingen email=robyn@designwritestudios.com,
c=US
Date:2015.06.1611:47:40-06'00'
4
City of Round Rock
J/ ROUND�ROCK
XAS Agenda Item Summary
Agenda Number:
Title: Consider executing an agreement for Purchase of Graphic Design
Services for Monthly Newsletter"Newsflash" from Designwrite Studios and
an accompanying Work Made for Hire agreement.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 7/24/2015
Dept Director: Will Hampton
Cost:
Indexes:
Attachments: LAF_CM-2015-840.pdf, Designwrite Agreement.pdf
Department: Administration
Text of Legislative File CM-2015-840
Consider executing an agreement for Purchase of Graphic Design Services for Monthly Newsletter
"Newsflash"from Designwrite Studios and an accompanying Work Made for Hire agreement.
The agreement is for the graphic design of the monthly newsletter"Newsflash"which is included in all of
the utility bills.
This is the third renewal for an additional 5-year agreement with Designwrite Studios.The annual costs
have remained the same for each renewal.
Staff recommends approval.
City of Round Rock Page 1 Printed on 7/23/2015
CITY OF ROUND ROCK
CONTRACT MANAGEMENT SECTION
CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION
Required for Submission of Specific City Manager Items
Department Name: Administration Project Name: Graphic Design Services
Project Mgr/Resource: Will Hampton Contractor/Vendor: Designwrite Studios, Inc.
x7city Manager Approval
CMA Wording
Consider executing an agreement for Purchase of Graphic Design Services for Monthly Newsletter"Newsflash"from Designwrite
Studios,and an accompanying Work Made for Hire agreement.
Approval
XREmployee E.E. (Ric) Bowden � te_lUce 16, 2015
Notes/Comments