R-05-04-14-14C1 - 4/14/2005RESOLUTION NO. R -05-04-14-14C1
WHEREAS, the City of Round Rock desires to retain professional
consulting services for the creation of a Branding/Wayfinding Signage
System Master Plan, and
WHEREAS, Vaughn Wedeen Creative, Inc. has submitted an Agreement
for Consulting Services and a Work Made for Hire Agreement to provide
said services, and
WHEREAS, the City Council desires to enter into said agreements
with Vaughn Wedeen Creative, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Consulting Services and a Work Made
for Hire Agreement with Vaughn Wedeen Creative, Inc., a copy of same being
attached hereto as Exhibit. "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended
RESOLVED this 14th day of April, 2005.
ST:
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CHRISTINE R. MARTINEZ, City Sectary
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CITY OF ROUND ROCK AGREEMENT
FOR CONSULTING SERVICES FOR
BRANDING/WAYFINDING SIGNAGE SYSTEM MASTER PLAN
WITH VAUGHN WEDEEN CREATIVE, INC.
This Agreement (hereinafter referred to as the "Agreement") is made by and between the
City of Round Rock, a Texas home -rule municipal corporation, with offices located at 221 East
Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as "City"), and Vaughn
Wedeen Creative, Inc., with offices located at 116 Central SW, Albuquerque, New Mexico,
87102 (hereinafter referred to as "Consultant").
This Agreement is for consulting services relating to City's need for development of a
branding/wayfinding signage system master plan.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated consulting
services; and
WHEREAS, City desires to contract for such consulting services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than six (6) months from the effective date of
this Agreement.
City reserves the right to review the services at any time, including at the end of any
deliverable or task, and may elect to terminate the services and this Agreement with or without
cause or may elect to continue. If this Agreement is terminated, City agrees to pay Consultant for
all work City deems completed at time of termination.
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EXHIBIT
1.02 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a total payment for services not to exceed Thirty-eight Thousand
Five Hundred and No/100 Dollars ($38,500.00). Said sum of $38,500.00 is a fixed not -to -exceed
amount for consulting services, including miscellaneous travel expenses.
1.03 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignments delineated herein. Such Scope of Services is delineated in this Section. This
Agreement and any exhibits shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services and deliverables described under the
referenced Scope of Services within the contract term specified in Section 1.01. Consultant's
undertakings shall be limited to performing services for City and/or advising City concerning
those matters on which Consultant has been specifically engaged. Consultant shall perform its
services in accordance with this Agreement and in accordance with the referenced Scope of
Services. Consultant shall perform its services in a professional and competent manner.
Consultant shall not undertake work that is beyond the Scope of Services set forth herein
in Section 1.03. However, either party may make written requests for changes to the Scope of
Services. To be effective, a change to the Scope of Services must be negotiated and agreed to in
all relevant details, and must be embodied in a valid Supplemental Agreement as described in
Section 1.05 hereof.
Scope of Services
The parties agree that the purpose of this Scope of Services is to delineate necessary steps
and deliverables involved in the research, design, and preparation of documentation to define a
branding/wayfinding signage system master plan that will do the following: (1) identify the
City of Round Rock with appropriate historic and civic references meant to create a unique sense
of place with meaning and quality, and (2) strategically locate signage which will identify and
give directions for vehicular and pedestrian traffic to important destinations, activities and
services.
The parties agree that the branding/wayfinding signage system master plan shall include,
by way of illustration and not limitation, the following:
I. Basic Identity Elements
A. City of Round Rock identity: establishment of consistent lettering,
iconography, and color standards for signs;
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B. City of Round Rock destinations: establishment of consistent
nomenclature and imaging;
C. Vehicular and pedestrian routes: establishment of consistent nomenclature
and imaging;
D. City of Round Rock map concept: establishment of basic routes and
destinations.
II. Gateway and Landmark Elements
A. Entrance Gateways: development of concepts of signs and/or structures at
City of Round Rock entry points;
B. Map and Information Kiosks: design of kiosk structure referencing
meaningful City of Round Rock elements.
III. Wayfinding Signs
A. Vehicular Directional Signs: signage to important destinations within and
outside of the City of Round Rock;
B. Pedestrian Directional Signs: signage to important destinations within the
City of Round Rock;
C. Location Signs: signage as identification at important locations;
D. Banners: development of a format that supports the wayfinding system.
Further, the parties agree that the branding/wayfinding signage system master plan shall
include, by way of illustration and not limitation, the following deliverables:
I. Actual design concepts, exact locations, design, and wording for decorative
gateways and entrances to the City of Round Rock, including but not limited to
State Highways falling within the City.
All work is to be developed in accordance with applicable Texas Department of
Transportation specifications.
II. Directional signage to key attractions and amenities, including but not limited to
the following:
A. Dell Diamond;
B. Visitor Information Center;
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C. Old Settlers Park;
D. Sam Bass Theater;
E. Round Rock Independent School District sports stadiums;
F. Williamson County parks;
G. Round Rock Historic Downtown;
H. Lodging and dining establishments;
I. Public restroom facilities; and
J. Forest Creek Golf Club
K. Any other key attractions and amenities as designated by the City.
Further, the parties agree that the branding/wayfinding signage system master plan shall
include, by way of illustration and not limitation, the following design program, which is
comprised of tasks that clarify and expand the preceding listing of deliverables:
Task 1 - Research and Preliminary Requirements ($13,500.00)
A. Conduct site surveys, take digital photographs, and collect appropriate
historic and civic materials;
B. Review applicable city, county, state, and federal roadway signage
regulations to insure master plan compliance;
C. Review roadway and walkway access plans and designate key destinations
to determine the City of Round Rock's wayfinding goals and philosophy.
D. Travel, lodging, and meal expenses incurred completing task 1.
Task 2 - Design Development ($12,500.00)
A. Complete preliminary design studies for Basic Identity Elements (City of
Round Rock identity, destinations, vehicular and pedestrian routes, and
map concepts);
B. Complete preliminary design studies for Gateway and Landmark Elements
(City of Round Rock entrance gateways and map and information kiosk
structures);
C. Prepare design studies for Wayfinding Signs (City of Round Rock
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vehicular directional signage, pedestrian directional signage, locations
and banners);
D. Prepare design studies for identity signs at specific sites;
E. Travel, lodging and meal expenses incurred completing task 2.
Task 3 - Final Design and Documentation ($12,500.00)
A. Finalize designs of Basic Identity Elements;
B. Finalize designs of Gateway and Landmark Elements;
C. Refine map for use on map kiosks (to include images for destinations and
routes);
D. Finalize design concepts and designs for vehicular and pedestrian
directional signs;
E. Finalize design concepts and designs of identity signs for specific
destinations;
F. Present all of the above materials, designs, reports, studies, conclusions,
and recommendations to the City in final form as the system master plan,
such presentations to be oral, written, or both, at the direction of the City.
E. Travel, lodging and meal expenses incurred completing task 3.
Requirements for Delivery of Documents: Consultant shall deliver a total of five (5)
copies of the final master plan document to the City within the term of this Agreement, with four
(4) of those copies being bound and with the remaining one (1) copy being unbound and suitable
for the City to make additional copies in its sole discretion. The parties anticipate that the
printed document will be on 8-1/2" x 11" paper, will be partially in black and white, will be
spiral bound, and will contain select color pages and select 11" x 17" pages. Consultant shall
also deliver one (1) reproducible CD with copies of other final components created digitally, e.g.
PowerPoint, Word, Excel, and graphic image files. The parties agree that there is no requirement
that the CD include every sketch and diagram created during this study.
Additional Services: In the event that the City increases the scope of services, or the
City extends the duration of the project with additional requests not delineated in this
Agreement, or the City requests additional follow-up meetings or presentations not delineated in
this Agreement, then Consultant may bill such additional time on an hourly basis using an hourly
rate agreed to by both parties. The parties agree that Consultant's fees stated in this Agreement
do not include any costs associated with the time or expenses of meeting participants or other
Consultants not specifically noted.
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1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES
Payment for Services: In consideration for the consulting services to be performed by
Consultant, City agrees to pay Consultant the following "Payment for Services:"
Fees for the listed professional services and deliverables in the total amount of Thirty -
Eight Thousand Five Hundred and No/100 Dollars ($38,500.00) shall be paid by City in the
following manner: upon completion of each task, and receipt of invoice and following delivery
of the delineated deliverables.
1.05 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by the City Council or City Manager, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment following completion of each task, Consultant shall
prepare and submit detailed invoices to City, in accordance with the delineation contained herein
in Section 1.04, for services rendered. Such invoices for consulting services shall track the
referenced Scope of Services, and shall detail the services performed, along with documentation
for each service performed. Payment to Consultant shall be made based on the invoices
submitted by Consultant and approved by City. Such invoices shall conform to the schedule of
services and costs in connection therewith.
Should additional backup material be requested by City relative to deliverables
hereunder, Consultant shall comply promptly. In this regard, should City determine it necessary,
Consultant shall make all records and books relating to this Agreement available to City for
inspection and auditing purposes?
Payment of Invoices: Following the completion of each task, and the acceptance and
approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the
time required under the Texas Prompt Payment Act described in Section 1.10 herein. Under no
circumstances shall Consultant be entitled to receive interest on payments, which are late
because of a good faith dispute between Consultant and City or because of amounts, which City
has a right to withhold under this Agreement or state law
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1.07 REQUIRED REPORTS
Consultant agrees to provide City with all required draft reports, progress reports, and a
detailed final written report, together with all information gathered and materials developed
during the course of the project. Additionally, Consultant agrees to provide City with one (1)
oral presentation of such written reports, at City's designation and at no additional cost to City,
provided such presentations be scheduled within the term of this Agreement. Consultant agrees
to provide City with copies of the reports as delineated herein, and a version of the final report in
digital format.
1.08 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of services to be performed is enumerated in
Section 1.03 herein, and may not be changed without the express written agreement of the
parties. Notwithstanding anything herein to the contrary, the parties agree that City retains
absolute discretion and authority for all funding decisions, such to be based solely on criteria
accepted by City, which may be influenced by, but not be dependent on Consultant's work.
1.09 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.
1.10 PROMPT PAYMENT POLICY
Payment will be made to Vendor within thirty (30) days of the day on which the City
receives the supplies, materials, equipment, or within thirty (30) day of the day on which the
performance of service was complete, or within thirty (30) days of the day the City receives a
correct invoice for the supplies, materials, equipment, or services, whichever is later. Vendor
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 City in the event:
(1)
There is a bona fide dispute between City and Consultant concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
(2) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
There is a bona fide dispute between the parties and sub Consultants or between a
sub -Consultant and its suppliers concerning supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
(3)
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(4) Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
1.11 TERMINATION; DEFAULT
Termination: It is agreed and understood that this Agreement may be terminated by
either party hereto upon fifteen (15) -calendar day's written notice in the event of substantial
failure by the other party to perform in accordance with the terms of the agreement through no
fault to the terminating party. Immediately upon receipt of said notice by the Consultant, all
work being performed under this Agreement shall cease. Consultant shall invoice City for work
satisfactorily completed up to the point of termination, and shall be compensated in accordance
with the terms hereof for work accomplished prior to the receipt of said notice of termination.
Consultant shall not be entitled to any lost or anticipated profits for work terminated under this
Agreement. Unless otherwise specified in this Agreement, all data, information, and work
product related to this project shall become the property of City upon termination of this
Agreement, and shall be promptly delivered to City in a reasonably organized form without
restriction on future use. Should City subsequently contract with a new Consultant for
continuation of service on the project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities, which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which is
unsatisfactory as determined by City or which is not submitted in compliance with the terms of
this Agreement.
Default: City may terminate this Agreement, in whole or in part, for default if City
provides Consultant with written notice of such default and Consultant fails to cure such default
to the satisfaction of City within ten (10) business days of receipt of such notice (or a greater
time if permitted by City).
If Consultant defaults in performance of this Agreement and if City terminates this
Agreement for such default, then City shall consider the actual costs incurred by Consultant in
performing the work to the date of default. The cost of the work that is useable to City, the cost
to City of employing another firm to complete the useable work, and other relevant factors will
affect the value to City of the work performed at the time of default. Consultant shall not be
entitled to any lost or anticipated profits for work terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of City and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities, which occurred
prior to termination.
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Nothing contained in this section shall require City to pay for any work which is
unsatisfactory as determined by City, or which is not submitted in compliance with the terms of
this Agreement.
1.12 INDEPENDENT CONSULTANT STATUS
Consultant is an independent Consultant is not City's employee. Consultant's employees
or sub -Consultants are not City's employees. This Agreement does not create a partnership,
employer-employee, or joint venture relationship. No party has authority to enter into contracts
as agent for the other party. Consultant and City agree to the following rights consistent with an
independent Consultant relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed.
Consultant has the right to hire assistants as sub -Consultants, or to use employees
to provide the services required by this Agreement, however the City does reserve
the right to approve or disapprove any sub -Consultants hired to work on this
Agreement.
(3)
(4) Consultant or its employees or sub -Consultants shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant,
Neither Consultant nor its employees or sub -Consultants shall receive training
from City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or sub -Consultants to devote
full time to performing the services required by this Agreement.
Neither Consultant nor its employees or sub -Consultants are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
(5)
(7)
1.13 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term hereof and twelve (12)
months thereafter, neither City nor Consultant shall offer employment to or employ any person
employed then or within the preceding twelve (12) months by the other or any affiliate of the
other if such person was involved, directly or indirectly, in the performance of this Agreement.
1.14 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
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information as is reasonably required to enable Consultant to provide the services called for.
City shall cause its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directives provided by City or its
designated representative concerning provision of services.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. City shall furnish information, which
includes but is not limited to access to City property, preliminary information and/or data
regarding City, pertinent correspondence with other local municipal and planning officials,
previous analyses or studies, and other pertinent information. Consultant agrees, within ten (10)
days of the effective date of this Agreement, to provide City with a comprehensive and detailed
information request list.
1.15 CONFIDENTIALITY AND MATERIALS OWNERSHIP
The parties recognize and understand that City is subject to the Texas Public Information
Act and its duties run in accordance therewith.
Any and all programs, data, or other materials involved with this Agreement shall be held
confidential until a contract is awarded, following the contract award, any information, data, or
Agreement paperwork are subject to release as public information unless the Consultant can
show said information to be exempt from the Texas Public Information Act. Consultant is
advised to consult with their legal council regarding disclosure issues and take the appropriate
precautions to safeguard trade secrets or any other proprietary information. The City assumes no
obligation or responsibility for asserting legal arguments on behalf of said Vendor.
If the Consultant believes that information or materials required for completion of this
agreement are confidential, then the Consultant shall so specify. The Consultant shall stamp in
bold red letters the term "CONFIDENTIAL" on that part of the materials, which the Vendor
believes to be confidential. Vague and general claims as to confidentially shall not be accepted.
All information and materials in the City's possession not marked as confidential will be
automatically considered public information after the contract is awarded.
Prior to contract award, Consultant shall be required to enter into a Work Made For Hire
Agreement with the City of Round Rock, a copy of which is attached hereto as Exhibit "A". The
City intends this to be a contract for services and considers the products and results of the service
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 City.
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1.16 WARRANTIES
Consultant warrants that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and competent manner. Consultant shall re -perform any work not in compliance
with this warranty.
1.17 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of this Agreement,
then and in that event City shall give written notification to Consultant; thereafter, (a) Consultant
shall either promptly re -perform such services to City's satisfaction at no additional charge, or
(b) if such deficient services cannot be cured within the cure period set forth herein in Section
1.11, then this Agreement may be terminated for default.
1.18 INDEMNIFICATION
Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, and employees, from and against any and all claims, losses, damages, causes of action,
suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's
fees for injury to any person, or for damages to any property, arising out of or in connection with
any act or omission, negligence, willful misconduct in the performance of this agreement done
by Vendor, its officers, agents, employees, or sub -Consultants under this agreement, without
regard to whether such persons are under the direction of City agents or employees.
The indemnities in this section are contingent upon: (1) the indemnified party promptly
notifying the indemnifying party in writing of any claim which gives rise to a claim for
indemnification hereunder; (2) the indemnifying party being allowed to participate in defense
and settlement of such claim; and (3) the indemnified party cooperating with reasonable requests
of the indemnifying party (at the indemnifying party's expense) in defending or settling a claim.
1.19 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 may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
1.20 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
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(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold any state or federal income tax from any payments, which are made to
Consultant.
1.21 INSURANCE
The successful bidder shall procure and maintain at its sole cost and expense for the duration
of the contract or purchase order resulting from a response to this bid/Specification insurance
against claims for injuries to persons or damages to property which may arise from or in connection
with the performance of the work as a result of this bid by the successful bidder, its agents,
representatives, volunteers, employees or sub Consultants.
Certificates of Insurance and endorsements shall be furnished to the City and approved by
the City before work commences.
The following standard insurance policies shall be required:
General Liability Policy
Automobile Liability Policy
Worker's Compensation Policy
The following general requirements are applicable to all policies:
Only insurance companies licensed and admitted to do business in the State of Texas shall
be accepted.
Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per
occurrence basis for property damage only.
Claims made policies shall not be accepted, except for Professional Liability Insurance.
Upon request, certified copies of all insurance policies shall be famished to the City
Policies shall include, but not limited to, the following minimum limits:
Minimum Bodily Injury Limits of $300,000.00 per occurrence.
Property Damage Insurance with minimum limits of $50,000.00 for each occurrence.
Automobile Liability Insurance for all owned, non -owned, and hired vehicles with
minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each
occurrence, and Property Damage Minimum limits of $50,000.00 for each occurrence.
Statutory Worker's Compensation Insurance and minimum $100,000.00 Employers
Liability Insurance.
The City shall be entitled, upon request, and without expense to receive copies of
insurance policies and all endorsements thereto and may make reasonable request for
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deletion, revision, or modification of particular policy terms, conditions, limitations, or
exclusions (except where policy provisions are established by law or regulation binding
either of the parties hereto or the underwriter of any of such policies). Upon such request
by the City, the Consultant shall exercise reasonable efforts to accomplish such changes
in policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the
requirements of the bid specification and the insurance endorsements stated below.
Consultant agrees that with respect to the required insurance, all insurance contracts and
certificate(s) of insurance will contain and state, in writing, on the certificate or its
attachment, the following provisions:
Provide for an additional insurance endorsement clause declaring the
Consultant's insurance as primary.
Name the City and its officers, employees, and elected officials as
additional insured, (as the interest of each insured might appear) as to all
applicable coverage.
Provide thirty days notice to the City of cancellation, non -renewal, or
material changes.
Remove all language on the certificate of insurance indicating:
That the insurance company or agent/broker shall endeavor to notify the
City; and,
Failure to do so shall impose no obligation of liability of any kind upon the
company, its agents, or representatives.
Provide for notice to the City at the addresses listed below by registered mail:
Consultant agrees to waive subrogation against the City, its officers,
employees, and elected officials for injuries, including death, property
damage, or any other loss to the extent same may be covered by the
proceeds of insurance.
Provide that all provisions of this contract concerning liability, duty, and
standard of care together with the indemnification provision, shall be
underwritten by contractual liability coverage sufficient to include such
obligations within applicable policies.
All copies of the Certificate of Insurance shall reference the project name,
bid number or purchase order number for which the insurance is being
supplied.
Consultant shall notify the City in the event of any change in coverage and
shall give such notices not less than thirty days prior notice to the change,
which notice shall be accomplished by a replacement Certificate of
Insurance.
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All notices shall be mailed to the City at the following addresses:
Assistant City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664-5299
City Attorney
City of Round Rock
309 East Main Street
Round Rock, TX 78664
Approval, disapproval, or failure to act by the City regarding any insurance supplied by
the Consultant shall not relieve the Consultant of full responsibility or liability for
damages and accidents as set forth in these requirements. Neither shall bankruptcy,
insolvency, or denial of liability by the insurance company relieve the Consultant from
liability.
If the Consultant employs, contracts with or otherwise permits any other individual or
entity to perform any of the obligations of the Consultant, then any and all of these
individual or entities shall be bound : • i "e sa e insurance requirements as the
successful bidder.
WORKERS COMPENSATION IN
workers' compensation insurance covrn
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project has been completed and accepted by the
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all persons or entities perfo ing all or part of t
perform on the project, re; . dless of wheth
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limitation, independe Consultants, sub -Cons
owner -operators, e ployees of any such entity, o
persons to provi services on the project. "Servi
hauling, or de ering equipment or materials, or providing labor, transportation, or other
service rela to a project. "Services" does not include activities unrelated to the project,
such as f. . d/beverage vendors, office supply deliveries, and delivery of portable toilets.
ultant") in Section 406.096 - includes
ices the Consultant has undertaken to
n contracted directly with the
employees. This includes, without
leasing companies, motor carriers,
ployees of any entity, which furnishes
' include, without limitation, providing,
�-
The consultant shall provide coverage, based on proper reporting of classification codes and
p. oll amounts and filing of any coverage agreements, that meets the statutory
equirements of Texas Labor Code, Section 401.011(44) for all employees of the Consultant
providing services on the project, for the duration of the project.
14
The Consultant must provide a certificate of co
the contract.
If the coverage period shown on the Consult
the duration of the project, the Consultant m
a new certificate of coverage with the Owne
erage to the 0
is current c
t, prior to
showing
The Consultant shall obtain from each person prove
the Owner:
A. a certificate of coverage, prior to that pers
Owner will have on file certificates of c
providing services on the project; and
B. no later than seven calendar days
coverage showing extension of
certificate of coverage ends
8 1
•
•
ner prior to being awarded
ificate of coverage ends during
end of the covera . • : r • d, file
t coverage h •
.
en extended.
g services o . eject, and provide to
beginning
erage sho
1
i e project, so the
age for all persons
er receipt by
verage, if the c
ring the duration •
The Consultant shall retain required certificates
project and for one year reafter.
The Consultant shall
within 10 calendar
materially affect
The Consu
prescrib
provi
per
'1
•
r•
tify the Owner in w
ays after the Consult
e provision of cover
t shall post on each
by the Texas Worker
g services on the proj
n may verify coverag-
•
The Consultant shall co
services on a project
A. provide coy
and fil'm
f
Labor
e
for
•
r
•
e
th y
rep
c
actu.�►\ r:•uir
C. sultant, a new certificate of
ge period shown on the current
e project.
coverage for the duration of th
ng by certifi- • mai or personal de e ,
knew or should have known, or any change that
of any person providing servic= •, the project.
oject site a notice, in the text, fo
Compensation Commission, info
are required to be cover
k of coverage.
5
ipf
anner
11 persons
stating how a
each person with who contracts to provide
age, based on prope �eporting of classifi • ion codes and payroll amounts
any coverage agreeme , that meets the tatutory requirements of Texas
ode, Section 401.011(44) for all its emplo ees providing services on the project,
duration of the project;
. provide to the Consultant, prior to that per
certificate of coverage showing that co
person providing services on a proj
n beginning work on the project, a
age is being provided for all employees of the
, for the duration of the project;
c. provide the Consultant, prior s the end of the coverage period, a new certificate of
coverage showing extensi • of coverage, if the coverage period shown on the current
certificate of coverage ds during the duration of the project;
D. obtain from eac other person with whom it contracts, and provide to the Consultant:
15
1) a certificate of coverage, pri
2) a new certificate of covi'
coverage period, if th
ends during the dura
E. retain all required cert
one year thereafter.
of
age sho
overage p
on of the p
icates of c
F. notify the Owner in
days after the person knew
the provision of coverage
b
'ling
other person beginning work on the project; and
wi g extension of cov - ge, prior to the end of the
od shown on urrent certificate of coverage
ject
erage o
le for the duration of the project and for
rtified mail or personal delivery, within 10 calendar
should have known, of any change that materially affects
f any person providing services on the project; and
G. contractually require ; ch person with whom it contracts, to perfo requi ed 'y
paragraphs (A thro G), with the certificates of coverage to be pr ided to the
person for whom ey are providing services.
By signing this ontract, or providing, or causing to
coverage, th onsultant is representing to the Ow
Consultant ' ho will provide services on the proje
compens ion coverage for the duration of the pro
on pro ; r reporting of classification codes and pa
agre: ents will be filed with the appropriate i
se -insured, with the Commission's Divisi
roviding false or misleading informati
administrative penalties, criminal pe
The Consultant's failure to co
by the Cons ltant that ent
does not rem
from the owner.
e pro
er th
t wi
e
ded a certificate of
all employees of the
be covered by worker's
that the coverage w' 1 be based
amounts, a; ' . t all coverage
urance er or, in the case of a
of Self -Insurance Regulation.
may subject the Consultant to
ties, civil penalties, or other civil actions.
y with any of these provisions is a breach of contract
s the Owner to declare the contract void if the Consultant
ach within ten calendar days after receipt of notice of breach
1.22 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its Consultants, agents, employees and sub -Consultant shall use professional
efforts to comply with 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. Consultant shall further obtain all licenses,
trademarks, or copyrights required in the performance of the services contracted for herein, and
same shall belong solely to City at the expiration of the term of this Agreement.
1.23 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
Consultants and sub -Consultants will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required under this
Agreement.
16
1.24 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Joseph L. Vining, AICP
Executive Director of Community Development
116 East Main Street
Round Rock, Texas 78664-5299
Telephone: 512-218-5420
Facsimile: 512-341-3153
Email: jlv22@round-rock.tx.us
Consultant hereby designates the following representatives authorized to act in its behalf
with regard to this Agreement:
Richard Kuhn, Managing Partner
Vaughn Wedeen Creative, Inc.
116 Central SW
Albuquerque, New Mexico 87102
Telephone: 505-243-4000
Facsimile: 505-247-9856
Email: richardk@vwc.com
1.25 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 recipient's address as stated herein; 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:
Notice to City:
Vaughn Wedeen Creative, Inc.
116 Central SW
Albuquerque, New Mexico 87102
City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664-5299
17
AND TO
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664-5246
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.26 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 enforcement of any 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.
1.27 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
understand and expressly agree that, in the event of any conflict between the terms of this
Agreement and any other writing, this Agreement shall prevail. No modifications of this
Agreement will be binding on any of the parties unless acknowledged in writing by the duly
authorized governing body or representative for each party.
1.28 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator, Consultant shall select one mediator, and those 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 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.
1.29 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
18
breach of this Agreement, only to the extent that such failure to perform, delay or default arises
out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
1.30 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of 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 of
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 Article shall not prevent this entire Agreement from
being void should a provision, which is of the essence of this Agreement, be determined void.
1.31 STANDARD OF CARE
Consultant represents that it is qualified by education and/or experience in the specific
technical areas involved to perform all of the services, responsibilities and duties specified herein
and that such services, responsibilities and duties shall be performed, whether by Consultant or
designated sub Consultants, consistent with generally prevailing professional or industry
standards, and shall be performed in a professional and workmanlike manner.
1.32 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. City agrees to provide Consultant with one fully executed original.
19
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
OWNER:
City of Round Rock, Texas Attest:
By:
Printed Name:
Title:
Date Signed:
Approved as to Form:
Stephan L. Sheets, City Attorney
CONSULTANT:
en Creative, Inc.
By
rmte
Title:
Date Signed: 43 13 ,r
20
Christine R. Martinez, City Secretary
Date Signed:
WORK MADE FOR HIRE AGREEMENT
204This Agreement is made on the '' day of the month of C,1-- ,
by and between VAUGHN WE EEN CREATIVE, INC., an y 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 Consulting Services for Branding/Wayfinding Signage System
Master Plan with Vaughn Wedeen Creative, 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 agreement as well as aforesaid consulting
services agreement to be contracts 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.
0007422I/jkg
EXHIBIT
"Au
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.
00074221/j kg
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 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 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.
00074221/jkg
CITY OF ROUND ROCK, TEXAS ATTEST:
By: By:
Nyle Maxwell, Mayor
Date:
APPROVED AS TO FORM:
By:
Stephan L. Sheets, City Attorney
VAUGIIN W
By:
Printed Name:
Title:
Date:
EEN CREATIVE, INC.
"lb VI\t3Y
00074221/jkg
Christine R. Martinez, City Secretary
DATE: April 8, 2005
SUBJECT: City Council Meeting - April 14, 2005
ITEM: 14.C.1. Consider a resolution authorizing the Mayor to execute an Agreement
for Consulting Services and a Work Made for Hire Agreement for a
Branding/Wayfinding Signage System Master Plan with Vaughn Wedeen
Creative, Inc.
Department: Administration
Staff Person: Joe Vining, Executive Director of Community Development
Justification:
The Convention and Visitors Bureau established a selection committee to review RFQ's for a
Wayfinding Design and Plan for the City of Round Rock. Vaughn Weeden Creative was chosen to
develop this plan as called for in the Tourism Development and Marketing Plan.
Funding:
Cost: $38,500.00
Source of Funds:
Hotel Occupancy Tax
Outside resources: Vaughn Weeden Creative
Background Information: N/A
Public Comment: N/A
CITY OF ROUND ROCK AGREEMENT
FOR CONSULTING SERVICES FOR
BRANDING/WAYFINDING SIGNAGE SYSTEM MASTER PLAN
WITH VAUGHN WEDEEN CREATIVE, INC.
This Agreement (hereinafter referred to as the "Agreement") is made by and between the
City of Round Rock, a Texas home -rule municipal corporation, with offices located at 221 East
Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as "City"), and Vaughn
Wedeen Creative, Inc., with offices located at 116 Central SW, Albuquerque, New Mexico,
87102 (hereinafter referred to as "Consultant").
This Agreement is for consulting services relating to City's need for development of a
branding/wayfinding signage system master plan.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated consulting
services; and
WHEREAS, City desires to contract for such consulting services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than six (6) months from the effective date of
this Agreement.
City reserves the right to review the services at any time, including at the end of any
deliverable or task, and may elect to terminate the services and this Agreement with or without
cause or may elect to continue. If this Agreement is terminated, City agrees to pay Consultant for
all work City deems completed at time of termination.
00083445/jkg
1.02 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a total payment for services not to exceed Thirty-eight Thousand
Five Hundred and No/100 Dollars ($38,500.00). Said sum of $38,500.00 is a fixed not -to -exceed
amount for consulting services, including miscellaneous travel expenses.
1.03 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignments delineated herein. Such Scope of Services is delineated in this Section. This
Agreement and any exhibits shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services and deliverables described under the
referenced Scope of Services within the contract term specified in Section 1.01. Consultant's
undertakings shall be limited to performing services for City and/or advising City concerning
those matters on which Consultant has been specifically engaged. Consultant shall perform its
services in accordance with this Agreement and in accordance with the referenced Scope of
Services. Consultant shall perform its services in a professional and competent manner.
Consultant shall not undertake work that is beyond the Scope of Services set forth herein
in Section 1.03. However, either party may make written requests for changes to the Scope of
Services. To be effective, a change to the Scope of Services must be negotiated and agreed to in
all relevant details, and must be embodied in a valid Supplemental Agreement as described in
Section 1.05 hereof
Scope of Services
The parties agree that the purpose of this Scope of Services is to delineate necessary steps
and deliverables involved in the research, design, and preparation of documentation to define a
branding/wayfinding signage system master plan that will do the following: (1) identify the
City of Round Rock with appropriate historic and civic references meant to create a unique sense
of place with meaning and quality, and (2) strategically locate signage which will identify and
give directions for vehicular and pedestrian traffic to important destinations, activities and
services.
The parties agree that the branding/wayfinding signage system master plan shall include,
by way of illustration and not limitation, the following:
I. Basic Identity Elements
A. City of Round Rock identity: establishment of consistent lettering,
iconography, and color standards for signs;
2
B. City of Round Rock destinations: establishment of consistent
nomenclature and imaging;
C. Vehicular and pedestrian routes: establishment of consistent nomenclature
and imaging;
D. City of Round Rock map concept: establishment of basic routes and
destinations.
II. Gateway and Landmark Elements
A. Entrance Gateways: development of concepts of signs and/or structures at
City of Round Rock entry points;
B. Map and Information Kiosks: design of kiosk structure referencing
meaningful City of Round Rock elements.
III. Wayfinding Signs
A. Vehicular Directional Signs: signage to important destinations within and
outside of the City of Round Rock;
B. Pedestrian Directional Signs: signage to important destinations within the
City of Round Rock;
C. Location Signs: signage as identification at important locations;
D. Banners: development of a format that supports the wayfinding system.
Further, the parties agree that the branding/wayfinding signage system master plan shall
include, by way of illustration and not limitation, the following deliverables:
I. Actual design concepts, exact locations, design, and wording for decorative
gateways and entrances to the City of Round Rock, including but not limited to
State Highways falling within the City.
All work is to be developed in accordance with applicable Texas Department of
Transportation specifications.
II. Directional signage to key attractions and amenities, including but not limited to
the following:
A. Dell Diamond;
B. Visitor Information Center;
3
C. Old Settlers Park;
D. Sam Bass Theater;
E. Round Rock Independent School District sports stadiums;
F. Williamson County parks;
G. Round Rock Historic Downtown;
H. Lodging and dining establishments;
I. Public restroom facilities; and
J. Forest Creek Golf Club
K. Any other key attractions and amenities as designated by the City.
Further, the parties agree that the branding/wayfinding signage system master plan shall
include, by way of illustration and not limitation, the following design program, which is
comprised of tasks that clarify and expand the preceding listing of deliverables:
Task 1 - Research and Preliminary Requirements ($13,500.00)
A. Conduct site surveys, take digital photographs, and collect appropriate
historic and civic materials;
B. Review applicable city, county, state, and federal roadway signage
regulations to insure master plan compliance;
C. Review roadway and walkway access plans and designate key destinations
to determine the City of Round Rock's wayfinding goals and philosophy.
D. Travel, lodging, and meal expenses incurred completing task 1.
Task 2 - Design Development ($12,500.00)
A. Complete preliminary design studies for Basic Identity Elements (City of
Round Rock identity, destinations, vehicular and pedestrian routes, and
map concepts);
B. Complete preliminary design studies for Gateway and Landmark Elements
(City of Round Rock entrance gateways and map and information kiosk
structures);
C. Prepare design studies for Wayfinding Signs (City of Round Rock
4
vehicular directional signage, pedestrian directional signage, locations
and banners);
D. Prepare design studies for identity signs at specific sites;
E. Travel, lodging and meal expenses incurred completing task 2.
Task 3 - Final Design and Documentation ($12,500.00)
A. Finalize designs of Basic Identity Elements;
B. Finalize designs of Gateway and Landmark Elements;
C. Refine map for use on map kiosks (to include images for destinations and
routes);
D. Finalize design concepts and designs for vehicular and pedestrian
directional signs;
E. Finalize design concepts and designs of identity signs for specific
destinations;
F. Present all of the above materials, designs, reports, studies, conclusions,
and recommendations to the City in final form as the system master plan,
such presentations to be oral, written, or both, at the direction of the City.
E. Travel, lodging and meal expenses incurred completing task 3.
Requirements for Delivery of Documents: Consultant shall deliver a total of five (5)
copies of the final master plan document to the City within the term of this Agreement, with four
(4) of those copies being bound and with the remaining one (1) copy being unbound and suitable
for the City to make additional copies in its sole discretion. The parties anticipate that the
printed document will be on 8-1/2" x 11" paper, will be partially in black and white, will be
spiral bound, and will contain select color pages and select 11" x 17" pages. Consultant shall
also deliver one (1) reproducible CD with copies of other final components created digitally, e.g.
PowerPoint, Word, Excel, and graphic image files. The parties agree that there is no requirement
that the CD include every sketch and diagram created during this study.
Additional Services: In the event that the City increases the scope of services, or the
City extends the duration of the project with additional requests not delineated in this
Agreement, or the City requests additional follow-up meetings or presentations not delineated in
this Agreement, then Consultant may bill such additional time on an hourly basis using an hourly
rate agreed to by both parties. The parties agree that Consultant's fees stated in this Agreement
do not include any costs associated with the time or expenses of meeting participants or other
Consultants not specifically noted.
5
1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES
Payment for Services: In consideration for the consulting services to be performed by
Consultant, City agrees to pay Consultant the following "Payment for Services:"
Fees for the listed professional services and deliverables in the total amount of Thirty -
Eight Thousand Five Hundred and No/100 Dollars ($38,500.00) shall be paid by City in the
following manner: upon completion of each task, and receipt of invoice and following delivery
of the delineated deliverables.
1.05 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by the City Council or City Manager, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment following completion of each task, Consultant shall
prepare and submit detailed invoices to City, in accordance with the delineation contained herein
in Section 1.04, for services rendered. Such invoices for consulting services shall track the
referenced Scope of Services, and shall detail the services performed, along with documentation
for each service performed. Payment to Consultant shall be made based on the invoices
submitted by Consultant and approved by City. Such invoices shall conform to the schedule of
services and costs in connection therewith.
Should additional backup material be requested by City relative to deliverables
hereunder, Consultant shall comply promptly. In this regard, should City determine it necessary,
Consultant shall make all records and books relating to this Agreement available to City for
inspection and auditing purposes?
Payment of Invoices: Following the completion of each task, and the acceptance and
approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the
time required under the Texas Prompt Payment Act described in Section 1.10 herein. Under no
circumstances shall Consultant be entitled to receive interest on payments, which are late
because of a good faith dispute between Consultant and City or because of amounts, which City
has a right to withhold under this Agreement or state law
6
1.07 REQUIRED REPORTS
Consultant agrees to provide City with all required draft reports, progress reports, and a
detailed final written report, together with all information gathered and materials developed
during the course of the project. Additionally, Consultant agrees to provide City with one (1)
oral presentation of such written reports, at City's designation and at no additional cost to City,
provided such presentations be scheduled within the term of this Agreement. Consultant agrees
to provide City with copies of the reports as delineated herein, and a version of the final report in
digital format.
1.08 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of services to be performed is enumerated in
Section 1.03 herein, and may not be changed without the express written agreement of the
parties. Notwithstanding anything herein to the contrary, the parties agree that City retains
absolute discretion and authority for all funding decisions, such to be based solely on criteria
accepted by City, which may be influenced by, but not be dependent on Consultant's work.
1.09 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.
1.10 PROMPT PAYMENT POLICY
Payment will be made to Vendor within thirty (30) days of the day on which the City
receives the supplies, materials, equipment, or within thirty (30) day of the day on which the
performance of service was complete, or within thirty (30) days of the day the City receives a
correct invoice for the supplies, materials, equipment, or services, whichever is later. Vendor
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 City in the event:
(1)
There is a bona fide dispute between City and Consultant concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
(2) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
There is a bona fide dispute between the parties and sub Consultants or between a
sub -Consultant and its suppliers concerning supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
(3)
7
(4) Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
1.11 TERMINATION; DEFAULT
Termination: It is agreed and understood that this Agreement may be terminated by
either party hereto upon fifteen (15) -calendar day's written notice in the event of substantial
failure by the other party to perform in accordance with the terms of the agreement through no
fault to the terminating party. Immediately upon receipt of said notice by the Consultant, all
work being performed under this Agreement shall cease. Consultant shall invoice City for work
satisfactorily completed up to the point of termination, and shall be compensated in accordance
with the terms hereof for work accomplished prior to the receipt of said notice of termination.
Consultant shall not be entitled to any lost or anticipated profits for work terminated under this
Agreement. Unless otherwise specified in this Agreement, all data, information, and work
product related to this project shall become the property of City upon termination of this
Agreement, and shall be promptly delivered to City in a reasonably organized form without
restriction on future use. Should City subsequently contract with a new Consultant for
continuation of service on the project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities, which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which is
unsatisfactory as determined by City or which is not submitted in compliance with the terms of
this Agreement.
Default: City may terminate this Agreement, in whole or in part, for default if City
provides Consultant with written notice of such default and Consultant fails to cure such default
to the satisfaction of City within ten (10) business days of receipt of such notice (or a greater
time if permitted by City).
If Consultant defaults in performance of this Agreement and if City terminates this
Agreement for such default, then City shall consider the actual costs incurred by Consultant in
performing the work to the date of default. The cost of the work that is useable to City, the cost
to City of employing another firm to complete the useable work, and other relevant factors will
affect the value to City of the work performed at the time of default. Consultant shall not be
entitled to any lost or anticipated profits for work terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of City and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities, which occurred
prior to termination.
8
Nothing contained in this section shall require City to pay for any work which is
unsatisfactory as determined by City, or which is not submitted in compliance with the terms of
this Agreement.
1.12 INDEPENDENT CONSULTANT STATUS
Consultant is an independent Consultant is not City's employee. Consultant's employees
or sub -Consultants are not City's employees. This Agreement does not create a partnership,
employer-employee, or joint venture relationship. No party has authority to enter into contracts
as agent for the other party. Consultant and City agree to the following rights consistent with an
independent Consultant relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed.
Consultant has the right to hire assistants as sub -Consultants, or to use employees
to provide the services required by this Agreement, however the City does reserve
the right to approve or disapprove any sub -Consultants hired to work on this
Agreement.
(3)
(4) Consultant or its employees or sub -Consultants shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant,
Neither Consultant nor its employees or sub -Consultants shall receive training
from City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or sub -Consultants to devote
full time to performing the services required by this Agreement.
Neither Consultant nor its employees or sub -Consultants are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
(5)
(7)
1.13 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term hereof and twelve (12)
months thereafter, neither City nor Consultant shall offer employment to or employ any person
employed then or within the preceding twelve (12) months by the other or any affiliate of the
other if such person was involved, directly or indirectly, in the performance of this Agreement.
1.14 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
9
information as is reasonably required to enable Consultant to provide the services called for.
City shall cause its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directives provided by City or its
designated representative concerning provision of services.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. City shall furnish information, which
includes but is not limited to access to City property, preliminary information and/or data
regarding City, pertinent correspondence with other local municipal and planning officials,
previous analyses or studies, and other pertinent information. Consultant agrees, within ten (10)
days of the effective date of this Agreement, to provide City with a comprehensive and detailed
information request list.
1.15 CONFIDENTIALITY AND MATERIALS OWNERSHIP
The parties recognize and understand that City is subject to the Texas Public Information
Act and its duties run in accordance therewith.
Any and all programs, data, or other materials involved with this Agreement shall be held
confidential until a contract is awarded, following the contract award, any information, data, or
Agreement paperwork are subject to release as public information unless the Consultant can
show said information to be exempt from the Texas Public Information Act. Consultant is
advised to consult with their legal council regarding disclosure issues and take the appropriate
precautions to safeguard trade secrets or any other proprietary information. The City assumes no
obligation or responsibility for asserting legal arguments on behalf of said Vendor.
If the Consultant believes that information or materials required for completion of this
agreement are confidential, then the Consultant shall so specify. The Consultant shall stamp in
bold red letters the term "CONFIDENTIAL" on that part of the materials, which the Vendor
believes to be confidential. Vague and general claims as to confidentially shall not be accepted.
All information and materials in the City's possession not marked as confidential will be
automatically considered public information after the contract is awarded.
Prior to contract award, Consultant shall be required to enter into a Work Made For Hire
Agreement with the City of Round Rock, a copy of which is attached hereto as Exhibit "A". The
City intends this to be a contract for services and considers the products and results of the service
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 City.
10
1.16 WARRANTIES
Consultant warrants that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and competent manner. Consultant shall re -perform any work not in compliance
with this warranty.
1.17 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of this Agreement,
then and in that event City shall give written notification to Consultant; thereafter, (a) Consultant
shall either promptly re -perform such services to City's satisfaction at no additional charge, or
(b) if such deficient services cannot be cured within the cure period set forth herein in Section
1.11, then this Agreement may be terminated for default.
1.18 INDEMNIFICATION
Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, and employees, from and against any and all claims, losses, damages, causes of action,
suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's
fees for injury to any person, or for damages to any property, arising out of or in connection with
any act or omission, negligence, willful misconduct in the performance of this agreement done
by Vendor, its officers, agents, employees, or sub -Consultants under this agreement, without
regard to whether such persons are under the direction of City agents or employees.
The indemnities in this section are contingent upon: (1) the indemnified party promptly
notifying the indemnifying party in writing of any claim which gives rise to a claim for
indemnification hereunder; (2) the indemnifying party being allowed to participate in defense
and settlement of such claim; and (3) the indemnified party cooperating with reasonable requests
of the indemnifying party (at the indemnifying party's expense) in defending or settling a claim.
1.19 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 may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
1.20 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
(1)
Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
11
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold any state or federal income tax from any payments, which are made to
Consultant.
1.21 INSURANCE
The successful bidder shall procure and maintain at its sole cost and expense for the duration
of the contract or purchase order resulting from a response to this bid/Specification insurance
against claims for injuries to persons or damages to property which may arise from or in connection
with the performance of the work as a result of this bid by the successful bidder, its agents,
representatives, volunteers, employees or sub Consultants.
Certificates of Insurance and endorsements shall be furnished to the City and approved by
the City before work commences.
The following standard insurance policies shall be required:
General Liability Policy
Automobile Liability Policy
Worker's Compensation Policy
The following general requirements are applicable to all policies:
Only insurance companies licensed and admitted to do business in the State of Texas shall
be accepted.
Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per
occurrence basis for property damage only.
Claims made policies shall not be accepted, except for Professional Liability Insurance.
Upon request, certified copies of all insurance policies shall be furnished to the City
Policies shall include, but not limited to, the following minimum limits:
Minimum Bodily Injury Limits of $300,000.00 per occurrence.
Property Damage Insurance with minimum limits of $50,000.00 for each occurrence.
Automobile Liability Insurance for all owned, non -owned, and hired vehicles with
minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each
occurrence, and Property Damage Minimum limits of $50,000.00 for each occurrence.
Statutory Worker's Compensation Insurance and minimum $100,000.00 Employers
Liability Insurance.
The City shall be entitled, upon request, and without expense to receive copies of
insurance policies and all endorsements thereto and may make reasonable request for
12
deletion, revision, or modification of particular policy terms, conditions, limitations, or
exclusions (except where policy provisions are established by law or regulation binding
either of the parties hereto or the underwriter of any of such policies). Upon such request
by the City, the Consultant shall exercise reasonable efforts to accomplish such changes
in policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the
requirements of the bid specification and the insurance endorsements stated below.
Consultant agrees that with respect to the required insurance, all insurance contracts and
certificate(s) of insurance will contain and state, in writing, on the certificate or its
attachment, the following provisions:
Provide for an additional insurance endorsement clause declaring the
Consultant's insurance as primary.
Name the City and its officers, employees, and elected officials as
additional insured, (as the interest of each insured might appear) as to all
applicable coverage.
Provide thirty days notice to the City of cancellation, non -renewal, or
material changes.
Remove all language on the certificate of insurance indicating:
That the insurance company or agent/broker shall endeavor to notify the
City; and,
Failure to do so shall impose no obligation of liability of any kind upon the
company, its agents, or representatives.
Provide for notice to the City at the addresses listed below by registered mail:
Consultant agrees to waive subrogation against the City, its officers,
employees, and elected officials for injuries, including death, property
damage, or any other loss to the extent same may be covered by the
proceeds of insurance.
Provide that all provisions of this contract concerning liability, duty, and
standard of care together with the indemnification provision, shall be
underwritten by contractual liability coverage sufficient to include such
obligations within applicable policies.
All copies of the Certificate of Insurance shall reference the project name,
bid number or purchase order number for which the insurance is being
supplied.
Consultant shall notify the City in the event of any change in coverage and
shall give such notices not less than thirty days prior notice to the change,
which notice shall be accomplished by a replacement Certificate of
Insurance.
13
All notices shall be mailed to the City at the following
Assistant City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664-5299
addresses:
City Attorney
City of Round Rock
309 East Main Street
Round Rock, TX 78664
Approval, disapproval, or failure to act by the City regarding any insurance supplied by
the Consultant shall not relieve the Consultant of full responsibility or liability for
damages and accidents as set forth in these requirements. Neither shall bankruptcy,
insolvency, or denial of liability by the insurance company relieve the Consultant from
liability.
If the Consultant employs, contracts with or otherwise permits any other individual or
entity to perform any of the obligations of the Consultant, then any and all of these
individual or entities shall be bound : • e s. e insurance requirements as the
successful bidder.
WORKERS COMPENSATION IN RANCE: Texas .bor Code, Section 406.098 requires
workers' compensation insurance cov • age for all persons +roviding services on building or
construction projects for a governm: tal entity.
Certificate of coverage (" ificate") - A copy • a certificate of insurance, . ertifi
authority to self -insure is ed by the Texas W' kers' Compensation Co i fission, or a
coverage agreement (T CC -81, TWCC-82, CC -83, or TWCC : ), showing statutory
workers' compensation ' surance coverage or the person's o - tity's employees providing
services on a project, fo the duration of t e project.
Duration of the project -1 eludes the t'. e fro e beginning of the work on the project
until the Consultant's/perso
Owner.
project has been completed and accepted by the
Persons providing services on e project ("sub- sultant") in Section 406.096 - includes
all persons or entities perfo ' ing all or part oft 'ces the Consultant has undertaken to
perform on the project, re :. dless of whethn contracted directly with the
Consultant and regardl - : s of whether that p - • h employees. This includes, without
limitation, independe ' Consultants, sub -Cons leasing companies, motor carriers,
owner -operators, - ' ployees of any such entity, o'\ ployees of any entity, which furnishes
persons to provi• . services on the project. "Servic include, without limitation, providing,
hauling, or de ' ering equipment or materials, or providing labor, transportation, or other
service rela • • to a project. "Services" does not include activities unrelated to the project,
such as f• •d/beverage vendors, office supply deliveries, and delivery of portable toilets.
The
p
onsultant shall provide coverage, based on proper reporting of classification codes and
oll amounts and filing of any coverage agreements, that meets the statutory
equirements of Texas Labor Code, Section 401.011(44) for all employees of the Consultant
providing services on the project, for the duration of the project.
14
The Consultant must provide a certificate of co
the contract.
If the coverage period shown on the Consult
the duration of the project, the Consultant m
a new certificate of coverage with the Owne
erage to the 0
is current c
st, prior to t
showing t
The Consultant shall obtain from each person prove
the Owner:
t
ner prior to being awarded
ificate of coverage ends during
end of the covera. - : ..d, file
coverage h. . -en extended.
g services o :.. ject, and provide to
A. a certificate of coverage, prior to that pers beginning
Owner will have on file certificates of c erage show'
providing services on the project; and
B. no later than seven calendar days er receipt by
coverage showing extension of overage, if the c
certificate of coverage ends .. ring the duration
.
•
The Consultant shall retain required certificates
project and for one year t eafter.
The Consultant shall
within 10 calendar
materially affect
The Consu
prescrib : by the Texas Worker
prove.g services on the proj
per- .n may verify coverag
P.
ify the Owner in w
ays after the Consult.
e provision of cover. :e
t shall post on each
The Consultant shall co
services on a project,
•
e project, so the
age for all persons
C. sultant, a new certificate of
ge period shown on the current
e project.
coverage for the duration of th
1 \r‘7
ng by certifie• mai or personal del' ,e ,
knew or should have known, or any change that
of any person providing servic j; ., the project.
oject site a notice, in the text, fo . anner
Compensation Commission, info .11 persons
y are required to be coveref . i stating how a
ck of coverage.
•
t rep
actu. �\ r-
each person with who contracts to provide
A. provide coy: age, based on prope \eporting of classifi . tion codes and payroll amounts
and filin:. f any coverage agreeme s, that meets the tatutory requirements of Texas
Labor •ode, Section 401.011(44) for all its emplo.. ees providing services on the project,
for . e duration of the project;
. provide to the Consultant, prior to that pe .n beginning work on the project, a
certificate of coverage showing that co •rage is being provided for all employees of the
person providing services on a proj . , for the duration of the project;
C. provide the Consultant, prior e end of the coverage period, a new certificate of
coverage showing extensi s of coverage, if the coverage period shown on the current
certificate of coverage - ds during the duration of the project;
D. obtain from eac other person with whom it contracts, and provide to the Consultant:
15
1) a certificate of coverage, pn
2) a new certificate of coves
coverage period, if th
ends during the dura
E. retain all required cert
one year thereafter.
o
age sho
coverage p
on ofthep
wales of c
F. notify the Owner in
days after the person knew
the provision of coverage
*ting
other person beginning work on the project; and
wi g extension of cov
'od shown on
ject
erage o
ge, prior to the end of the
urrent certificate of coverage
le for the duration of the project and for
b, ified mail or personal delivery, within 10 calendar
should have known, of any change that materially affects
f any person providing services on the project; and
G. contractually require :. ch person with whom it contracts, to perfo required
paragraphs (A thro . G), with the certificates of coverage to be pr ided to the
person for whom ey are providing services.
By signing this
coverage,th
-
Consultant
compens
on pro
agre
ontract, or providing, or causing to
onsultant is representing to the Ow
ho will provide services on the proje
on coverage for the duration of the pro
r reporting of classification codes and pa
ents will be filed with the appropriate i uran
se -insured, with the Commission's Divisi
oviding false or misleading informati
administrative penalties, criminal pe
e pro
er th
t wi
e
The Consultant's failure to co
by the Consultant that ent
does not rem
from the owner.
ded a certificate of
all employees of the
be covered by worker's
that the coverage w' 1 be based
amounts, a I ' . t all coverage
ce . er or, in the case of a
of Self -Insurance Regulation.
may subject the Consultant to
ties, civil penalties, or other civil actions.
y with any of these provisions is a breach of contract
s the Owner to declare the contract void if the Consultant
ach within ten calendar days after receipt of notice of breach
1.22 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its Consultants, agents, employees and sub -Consultant shall use professional
efforts to comply with 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. Consultant shall further obtain all licenses,
trademarks, or copyrights required in the performance of the services contracted for herein, and
same shall belong solely to City at the expiration of the term of this Agreement.
1.23 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
Consultants and sub -Consultants will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required under this
Agreement.
16
1.24 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Joseph L. Vining, AICP
Executive Director of Community Development
116 East Main Street
Round Rock, Texas 78664-5299
Telephone: 512-218-5420
Facsimile: 512-341-3153
Email: j1v22@round-rock.tx.us
Consultant hereby designates the following representatives authorized to act in its behalf
with regard to this Agreement:
Richard Kuhn, Managing Partner
Vaughn Wedeen Creative, Inc.
116 Central SW
Albuquerque, New Mexico 87102
Telephone: 505-243-4000
Facsimile: 505-247-9856
Email: richardk@vwc.com
1.25 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 recipient's address as stated herein; 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:
Notice to City:
Vaughn Wedeen Creative, Inc.
116 Central SW
Albuquerque, New Mexico 87102
City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664-5299
17
AND TO
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664-5246
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.26 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 enforcement of any 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.
1.27 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
understand and expressly agree that, in the event of any conflict between the terms of this
Agreement and any other writing, this Agreement shall prevail. No modifications of this
Agreement will be binding on any of the parties unless acknowledged in writing by the duly
authorized governing body or representative for each party.
1.28 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator, Consultant shall select one mediator, and those 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 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.
1.29 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
18
breach of this Agreement, only to the extent that such failure to perform, delay or default arises
out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
1.30 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of 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 of
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 Article shall not prevent this entire Agreement from
being void should a provision, which is of the essence of this Agreement, be determined void.
1.31 STANDARD OF CARE
Consultant represents that it is qualified by education and/or experience in the specific
technical areas involved to perform all of the services, responsibilities and duties specified herein
and that such services, responsibilities and duties shall be performed, whether by Consultant or
designated sub Consultants, consistent with generally prevailing professional or industry
standards, and shall be performed in a professional and workmanlike manner.
1.32 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. City agrees to provide Consultant with one fully executed original.
19
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
OWNER:
City of Round Rock, T
By: � .r
Ti e: mNyok
Date Signed:
Appr
cd as to Form:
•Step an',
L. Sheets, City Attorney
CONSULTANT:
en Creative, Inc.
By
nnte
Title:
Date Signed: 3 l- i ,r-
20
Attest:
(L'ytO,e'kZiiR
Christine R. Martinez, City Secretary
Date Signed: Al -/i -05
WORK MADE FOR HIRE AGREEMENT
/This Agreement is made on the day of the month of
209by and between VAUGHN WEDEEN CREATIVE, INC., and ny o 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 Consulting Services for Branding/Wayfinding Signage System
Master Plan with Vaughn Wedeen Creative, 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 agreement as well as aforesaid consulting
services agreement to be contracts 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.
00074221/jkg
EXHIBIT
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.
00074221/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 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 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.
00074221 /j kg
CITY OF ROUND ROCK, TEXAS ATTEST:
By: By:
Nyle Maxwell, Mayor
Date:
APPROVED AS TO FORM:
By:
Stephan L. Sheets, City Attomey
VAUtHN W
By:
Printed Name:
Title:
Date:
EEN CREATIVE, INC.
00074221/jkg
Christine R. Martinez, City Secretary
WORK MADE FOR HIRE AGREEMENT
14th
<( This Agreement is made on the 3 day of the month of
200by and between VAUGHN WEDEEN CREATIVE, INC., and a y 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 Consulting Services for Branding/Wayfinding Signage System
Master Plan with Vaughn Wedeen Creative, 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 agreement as well as aforesaid consulting
services agreement to be contracts 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.
00074221/j kg
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.
00074221/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 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 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.
00074221 /jkg
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Date:
e/ Max -11, Mayor
APPROVE 1 AS TO FORM:
ANS By: fa/' ti
Stephan 1 Sheets, City Attorney
VAUGHN WEDEEN CREATIVE, INC.
By:
Printed ' ame:
Title: ON-
Date:
00074221/jkg
By: ihia.414l.67LF;R.'J,IcUitYl�.
Christine R. Martinez, City Secretary