CM-08-12-279CITY OF ROUND ROCK §
STATE OF TEXAS § KNOW ALL BY THESE PRESENTS:
COUNTY OF TRAVIS §
COUNTY OF WILLIAMSON §
SUPPLEMENTAL AGREEMENT NO. 4
TO "CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF
GRAPHIC DESIGN FOR MONTHLY NEWSLETTER `NEWSFLASH'
FROM DESIGNWRITE STUDIOS"
FIRM: Designwrite Studios ("Vendor")
ADDRESS: 2126 Jefferson Avenue, St. Paul MN 55105
REFERENCE: Purchase of Graphic Design for Monthly Newsletter "Newsflash"
This Supplemental Agreement No. 4 to "City of Round Rock Agreement for Purchase of
Graphic Design for Monthly Newsletter `Newsflash' from Designwrite Studios" is made by and
between the City of Round Rock, Texas, hereinafter called the "City," and Designwrite Studios,
hereinafter called the "Vendor."
WHEREAS, the City and the Vendor executed the referenced "City of Round Rock
Agreement for Purchase of Graphic Design for Monthly Newsletter `Newsflash' from
Designwrite Studios," hereinafter called the "Agreement," on the 30th day of December, 2004
under agenda designation CM -04-12-094; and
WHEREAS, the City and the Vendor executed Supplemental Agreement No. 1 to extend
the Agreement for the first allowable renewal period on or about October 7, 2005 under agenda
designation CM -05-10-181 ; and
WHEREAS, the City and the Vendor executed Supplemental Agreement No. 2 to extend
the Agreement for the second allowable renewal period on or about November 3, 2006 under
agenda designation CM -06-11-210; and
WHEREAS, the City and the Vendor executed an Agreement to effectively extend the
Agreement for the third allowable renewal period on or about February 1, 2008 under agenda
designation CM -08-02-024; and
WHEREAS, it has become necessary to again extend the Agreement by renewal for the
fourth and final allowable renewal period;
NOW THEREFORE, premises considered, the City and the Vendor agree that said
Agreement is amended as follows:
Section 2.01, Subsection B shall be amended as follows:
B. The term of this original Agreement is for twelve (12) months from the effective
date of this original Agreement. This original Agreement permits renewal for successive terms
of twelve (12) months each, not to exceed in the aggregate four (4) such renewals, with such
renewals to occur on or before the expiration date of the preceding term, and with such renewals
being absolutely predicated upon the express written agreement of both parties. Such renewals
00148155/jkg
are permitted only provided Vendor has performed each and every contractual obligation
specified in this original Agreement. This Supplemental Agreement No. 4 embodies the
fourth and fmal renewal of twelve (12) months following the expiration of the original term
of twelve (12) months and the expiration of the first, second, and third renewal terms of
twelve (12) months each, and extends the original Agreement as to time only with no other
changes in terms or conditions of the original Agreement.
IN WITNESS WHEREOF, the City and the Vendor have executed this Supplemental
Agreement No. 4 in duplicate originals.
DESIGNWRITE STUDIOS
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ATTEST:
Sarah White, City Secretary
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WORK MADE FOR HIRE AGREEMENT WITH DESIGNWRITE STUDIOS
This Agreement is made on the day of the month of b.2aA4,--
2008, by and between DESIGNWRITE STUDIOS, and any of its authors and/or artists
(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," 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.
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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.. 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.
00148156/jkg
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 of this agreement 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 options, or agreements made with third parties prior to the termination date or the rights
s
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 shall be binding upon the parties hereto, their heirs, successors,
assigns, and personal representatives; and venue shall lie exclusively in Williamson
County, Texas; and references to Author/Artist and to City shall include their heirs,
successors, assigns, and personal representatives.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the date indicated below.
CITY OF ROUND ROCK TEXAS
By:
Date:
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ATTEST:
By:
Sara L. White, City Secretary
FOR CITY, P ' OVED AS TO FORM:
C:
By:
Steph. . Sheets, City Attorney
DESIGNWRITE STUDIOS
By:
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Title:
Date:
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DATE: November 18, 2008
SUBJECT: City Manager Approval — December 5, 2008
ITEM: Consider executing Work Made for Hire and Supplemental Agreement No. 4 for
purchase of graphic design for the monthly newsletter "Newsflash" from
Designwrite Studios.
Department:
Staff Person:
Justification:
Administration
Will Hampton, Communication Director
This is the fourth and final renewal for this multi-year contract with a not to exceed of four such
renewals.
Funding:
Cost: $2,430.00 - Yearly budgeted amount
Source of funds: 5216-100-12000
Outside Resources: Designwrite Studios
Background Information:
Public Comment: N/A
The initial contract was approved by CM -04-12-094; Supplemental
Agreement No 1 was approved by CM -05-10-181; Supplemental
No 2 was approved by CM -06-11-210; and Supplemental No. 3
was approved by CM -08-02-024.