Loading...
CM-12-03-046Item Caption: CA-11-0LIG9 RECEIVED MAR 0 8 2012 City Manager Approval Form Consider executing Supplemental Agreement No. 2 with Designwrite Studios for purchase of graphic design for monthly newsletter, "Newsflash", and accompanying Work Made for Hire agreement. Approval Date: March 9, 2012 Department Name: Administration Department Project Manager: Will Hampton Assigned Attorney: Item Summary: Second renewal of 12 months of original agreement for graphic design services. No changes have been made from the original agreement. No. of Originals Submitted: 2 Project Name: Newsflash monthly newsletter Cost: $ 2,460.00 Source of Funds: General Fund Source of Funds (if applicable): Select Source Fund Account Number: 5216-100-12000 Finance Director Approval: Cheryl Delaney Date: 3/7/12 Department Director Approval: Date: **Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. ** CIP ❑�111 Budget n Purchasing Accounting ❑ a N/A OK N/A OK N/A OK N/A OK ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL REV. 6/20/11 THE STATE OF TEXAS COUNTY OF WILLIAMSON § KNOW ALL BY THESE PRESENTS: SUPPLEMENTAL AGREEMENT NO. 2 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 Ave., St. Paul MN 55105 REFERENCE: Purchase of Graphic Design for Monthly Newsletter "Newsflash" This Supplemental Agreement No. 2 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 28th day of May, 2010; and WHEREAS, the City and the Vendor executed Supplemental Agreement No. 1 to extend the Agreement for the first allowable renewal period; and WHEREAS, it has become necessary to again extend the Agreement by renewal for the second allowable renewal period; and 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: 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 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 are permitted only provided Vendor has performed each and every contractual obligation specified in this original Agreement. This Supplemental Agreement No. 2 embodies the CA -17 o✓ -02(9 second renewal of twelve (12) months, following the expiration of the original term of twelve (12) months and the expiration of the first renewal term of twelve (12) months, 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. 2 in duplicate originals. DESIGNWRITE STUDIOS By: Printed Name: Title: 1,1 re (....-711.e Date: 7/-v) /.io j ai CITY OF ROUND ROCK By: Date: Steve Nooyl; City Manager ATTEST: Sara L. White, City Seeretmg;v. VED AS Td FORM: Mtn, . Steph t L. Sheets, City Attorney WORK MADE FOR HIRE AGREEMENT WITH DESIGNWRITE STUDIOS This Agreement is made on the °% day of the month of ivtarC , 2012, 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. 2 to "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. 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. 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. 2 (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 R By: Steverwf City Manager Date: SCJ �' UND ROCK, TEXAS FOR CITY, ATTEST: DESIGNWRITE STUDIOS, INC. By: By: ----- —_'� By: Printed Nam Title: D..tc-raft Date: 3 Sara L. White, City Seeretary