CM-11-04-079ROUND ROCK, TEXAS
PURPOSE, PASSION. PROSPERITY
City Manager Approval Summary Sheet
Consider executing an Supplemental Agreement No. 1 for Purchase of Graphic Design for
Monthly Newsletter "Newsflash" from Designwrite Studios, and an accompanying Work
Item Caption: Made for Hire agreement.
Approval Date: 4/29/11
Department: Administration
Project Manager: Will Hampton
Item Summary:
In January 2010, thirteen vendors responded to a RFQ for a multi-year contract for graphic design for the monthly
publication Newsflash. Designwrite Studios was selected as the best value vendor for these services. This
agreement may be renewed up to a total of four years with a 12 -month term. This Supplemental Agreement No. 1 is
the first renewal.
Designwrite Studios was also the vendor for the previous multi-year contact and has a positive & professional
working relationship with the City of Round Rock.
Strategic Plan Relevance:
Goal 8.0 — Maintain and enhance public confidence, satisfaction and trust in City government.
Cost: $2,460 annually
Source of Funds: General Fund
REV. 3/8/10
SUPPLEMENTAL AGREEMENT NO. 1
TO "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
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
§
§
KNOW ALL BY THESE PRESENTS:
FIRM: DesignWrite Studios, Inc. ("Vendor")
ADDRESS: 2126 Jefferson Avenue, St. Paul, Minnesota 55105
REFERENCE: Purchase of graphic design services
This Supplemental Agreement No. 1 to "City of Round Rock Agreement for Purchase of
Graphic Design Services for Monthly Newsletter `Newsflash' from DesignWrite Studios, Inc." is
made by and between the City of Round Rock, with offices located at 221 East Main Street,
Round Rock, Texas 78664-5299 (hereinafter referred to as "City"), and DesignWrite Studios,
Inc., with offices located at 2126 Jefferson Avenue, St. Paul, Minnesota 55105 (hereinafter
referred to as "Vendor").
WHEREAS, City and Vendor executed the original Agreement (hereinafter referred to
as the "Agreement") on the 28th day of May, 2010; and
WHEREAS, it has become necessary to extend the original Agreement for the first of
four allowable renewal periods:
NOW THEREFORE, premises considered, City and Vendor agree that the original
Agreement is amended as follows:
Section 2.01 shall be amended as follows:
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, 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 twelve-month period from the effective
date hereof. After that term, this Agreement may be renewed 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 are permitted only provided Vendor has
performed each and every contractual obligation specified in this original
Agreement.
218650/jkg
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C. City reserves the right to review the Vendor's performance at any time, and niay
elect to terminate this Agreement with or without cause or may elect to continue.
D. This Supplemental Agreement No. 1 embodies the first allowable renewal of
twelve (12) months, following the expiration of the original term of one (1)
year, and this Supplemental Agreement No. 1 extends the original Agreement
as to time only with no other changes in terms or conditions of the original
Agreement.
IN WITNESS WHEREOF, City and Vendor have executed this Supplemental
Agreement No. I in duplicate originals.
DESIGNWRITE STUDIOS, INC.
By:
Printed Name:
Title: ,6 z,.—
Date: '//it / 01o1/
CITY OF ROUND ROCK
By:
Steve No vood, city Manager
Date: Z `IP///
FOR CITY, ATTEST:
Sara L. White, City Secretary
FOR
I Y, APPR
ED AS TO FORM:
Steph n L. Sheets, City Attorney
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WORK MADE FOR HIRE AGREEMENT WITH DESIGNWRITE STUDIOS
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This Agreement is made on the G. I — day of the month of (�t , 2011, by
and between DESIGNWRITE STUDIOS, INC. 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 Supplemental Agreement
No. 1 to "City of Round Rock Agreement for Purchase of Graphic Design for Monthly
Newsletter `Newstlash' from DesignWrite Studios, Inc." and encompasses the subject matter
contracted for thereunder.
AUTHOR/ARTIST AND CITY HEREBY AGREE THAT:
I. 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.
00218655/jkg
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
tern of the referenced simultaneous agreement.
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.
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(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.
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:
Stet? Norwood, City Manager
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By:
Sara L. White, Cit) Secretary
FOR CITY, • P ROVED AS TO FORM:
l•Stephan Sheets, City Attorney
DESIGNWRITE STUDIOS, INC.
By:
Printe ' me:
Title: vwiv�z
Date: y / // /ao //
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