CM-2017-1368 - 5/5/2017CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF PRINT AND DIGITAL DESIGN SERVICES WITH
RHYME AND REASON DESIGN
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
That this Agreement for print and digital do'gn services (referred toi r� i as the
"Agreement"), is made and entered into on this the day of the month of,4 ,{ 017, by
and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices
are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"),
and Rhyme and Reason Design, whose offices are located at 685 Linwood Avenue NE, Atlanta,
Georgia 55105 (referred to herein as the "Vendor"). This Agreement supersedes and replaces
any previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to have Vendor provide print and digital design services
focused on "Shop the Rock" and Downtown Round Rock.
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor, whereby,
City is obligated to buy specified services and Vendor is obligated to sell same.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
614-2-61-7 -/364
00376394.-'ss2
C. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
Iandslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
D. Services mean the services identified in the attached Scope of Services; and any
and all materials, equipment and labor required to perform such service.
E. Vendor means Rhyme and Reason Design, or any successors, assigns,
subsidiaries or affiliates.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto and approved by the City Council, and shall remain in full force and effect unless and
until it expires by operation of the term stated herein, or until terminated or extended as provided
herein.
B. The term of this Agreement shall be for twelve (12) months from the effective
date hereof.
C. City reserves the right to review the Vendor's performance at any time, and may
elect to terminate this Agreement with or without cause or may elect to continue.
4.01 ITEMS AWARDED
All items set forth in Exhibit "A," attached and incorporated herein, are awarded to
Vendor.
5.01 COSTS
City shall pay Vendor an amount not -to -exceed Forty -Five Thousand and No/100
Dollars ($45,000.00) for services set forth in Exhibit "A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
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7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be Iate; or
B. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without incurring any
liability to Vendor if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Vendor or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8
of the Texas Penal Code.
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10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the Services as specified, City reserves the right and option to
obtain the products and services from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as required by the City's Purchasing Department set
forth at: https://www.roundrocktexas.aov/wp-content/uploads/2014/12/Insurance-Requirements-
2.)df .
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Kristin Brown
Communications and Marketing Manager
City of Round Rock
22I East Main Street
Round Rock, Texas 78664
512-218-5447
kbrown@roundrocktexas.gov
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods and services elsewhere, Vendor agrees that it may be charged the difference
in cost, if any, and that it will not be considered in the re -advertisement of the service and that it
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may not be considered in future bids for the same type of work unless the scope of work is
significantly changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. The City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to the Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, upon one hundred and twenty (120) days'
written notice to City or by mutual agreement to terminate evidenced in writing by and between
the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all Services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the Services satisfactorily performed under this
Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if
undisputed. The parties agree that Vendor is not entitled to compensation for Services it would
have performed under the remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the negligent or
willful acts or omissions of Vendor, or Vendor's agents, employees or subcontractors, in the
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performance of Vendor's obligations under this Agreement, no matter how, or to whom, such
loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including,
but not limited to the right to seek contribution) against any third party who may be liable for an
indemnified claim.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state Iaws, 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.
B. Vendor acknowledges and understands that City has adopted a Storm Water
Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139 through 14-
152 of the City's Code of Ordinances, to manage the quality of the discharges from its Municipal
Separate Storm Sewer System (MS4) and to be in compliance with the requirements of the Texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
System (TPDES). The Vendor agrees to perform all operations on City -owned facilities in
compliance with the City's Illicit Discharge Ordinance to minimize the release of pollutants into
the MS4. The Vendor agrees to comply with of the City's stormwater control measures, good
housekeeping practices and any facility specific stormwater management operating procedures
specific to a certain City facility. In addition, the Vendor agrees to comply with any applicable
TCEQ Total Maximum Daily Load (TMDL) Requirements and/or I -Plan requirements.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
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.
0
Notice to Vendor:
Rhyme and Reason Design
685 Linwood Avenue NE
Atlanta, GA 30312
Notice to City:
Laurie Hadley, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The 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
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stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined to be
void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the Services, responsibilities and duties specified herein and
that such Services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
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Title: co -Fou OZ'S
Date Signed: ';L -
CITY OF IUND ROCK, TEXAS
By:( ?r
Printed Na a
Title:
Date Signed:
ATTEST:
FOR I , APPROVE AS TO FORM:
Stephan Sheetc, City Aisnrney
1
ROR
RHYME & REASON
Exhibit "A" DESIGN
SCOPE OF WORK
Round Rock — Shop the Rock & Downtown
Print and Digital Design Retainer
January 5, 2017
This agreement is entered into between Rhyme and Reason Design, LLC (hereinafter referred to as
R&R) and Round Rock — Shop the Rock & Downtown (hereinafter referred to as "Client") for the Print and
Digital Design Retainer (hereinafter referred to as the Project).
OBJECTIVE
To provide monthly print and digital design services for Round Rock's Shop the Rock and Downtown
initiatives over the course of the March 2017 — March 2018 calendar year. The designs will be used to
create a cohesive look and feel for all of the marketing materials associated with both efforts in order to
ensure continued credibility, engagement and value for the brands.
PRINT & DIGITAL DESIGN ONE-YEAR RETAINER SCOPE - $3,1201month*
FOUR SEASONAL SUCCESS CAMPAIGNS
There's still some question about what "Shopping the Rock" means, especially the unsexy side of it —
sales tax. By creating a seasonal success campaign, Round Rock can promote the sales tax message
four times throughout the year on a variety of different platforms from print to digital. The combination of
marketing tools and the repetitiveness of the message will help increase awareness and reach of the
campaign.
Research and immersion
Creative brief development based on creative questionnaire responses
One (1) 30 -minute kick off call per seasonal success campaign (total of 4)
Development of seasonal theme
Google Remarketing Ads
Design of four (4) Google remarketing ads per seasonal success campaign (total of 16)
a One (1) ad to be developed for each of the following sizes, for a total of four (4)
ads per campaign:
• 160x600
• 300x250
• 320x50
• 728x90
c Copywriting and editing
c Two (2) rounds of revisions to each ad
c. Account management
o Final delivery of four (4) campaign remarketing ads to be used on Google per season
Postcard Designs (two per season)
Design of two (2) postcard designs to promote the particular seasonal success campaign
(total of four for the year)
Rhyme & Reason Design, LLC I Atlanta 1 407.921.9090 1 lnfo@RhymeAndReasonDesign.com I WOSS Certified: WOS1310771
R&R
RHYME & REASON
Exhibit "A" DESIGN
■ Design can be vary from photo -centric to infographic style
c Copywriting and editing based on client provided bullet points
c Two (2) rounds of revisions to each postcard
c Account management
L, Final delivery of print ready files for two (2) campaign postcards per season for a total of
eight (8) postcards for the year
Social Media Graphics
Design of three (3) cover photos and two (2) in -feed posts designs to promote the
particular seasonal success campaign (total of four for the year)
■ One (1) cover photo to be developed for the following social media platforms for
a total of two (2) cover photos
• Facebook
• Twitter
One (1) in -feed post design to be developed for the following social media
platforms for a total of two (2) in feed post designs
• Instagram
• Facebook
c� Copywriting and editing based on client provided bullet points
One (1) round of revisions to each graphic
c Account management
a Final delivery of three (3) cover photos and one (1) in -feed post graphic sized
appropriately for Facebook, Twitter, Youtube and Instagram (in -feed post) — total of 12
cover photos and four (4) in feed posts per year
PRINT
Print is not dead. In fact, it is alive, well and booming. Which means over the course of a year, Shop the
Rock and Downtown Round Rock may find that there are a lot of print opportunities to take advantage of,
from postcards for new events to ad campaigns. No matter the need, we can help create the perfect print
piece for the job.
Research and immersion
Marketing communication and writing services to include ad copy, marketing copy
Advertising services, including interaction with ad reps, creation of ad designs, submission
ads to publications
Graphic design for print materials to include but is not limited to; ads, postcards, brochures,
one pagers, annual reports, billboards, swag, event materials
Event materials to include creative concepting, branding, flyer creation, social
efforts for all new events, which may include:
■ Music on Main
■ Hometown Halloween
■ Construction celebration efforts
Revisions and modifications to new and current printed marketing materials
Rhyme & Reason Design, LLC I Atlanta 1 407.921.9099 1 info@RhymeAndReasonDesign.com I WOSB certified- WOSS10771
Rbr-RR
RHYME & REASOM
Exhibit "A" DESIGN
Project management
Final delivery of all design files for every project created
DIGITAL
Life moves at the speed of digital and to stay relevant, your content and your designs must adjust.
Regularly updating imagery, creating new content and continuously putting a consistent message out in
the world will lead to an increase in awareness and increase in action from your current and potential
target markets.
Marketing communication and writing services to include ad copy, marketing copy
Graphic design for digital materials to include but is not limited to; google remarketing ads,
social media designs, website graphics, landing page design, videos, geofilters, enewsletters
Revisions and modifications to new and current digital marketing materials
Google retargeting ad buy of $2501month included in monthly retainer
Project management
Final delivery of all design files for every project created
KEY ASSUMPTIONS
• Photography to be provided by the client.
• Copywriting is included in this scope of work, but will be based on client provided content.
• If project scope (design or programming) change from the approved proposal, a change of scope
will be issued and pricing is subject to change.
• The project will be tracked by hours worked on an hourly rate of $130/hour with monthly hours not
to exceed 24/hours per month for 12 months beginning March 31, 2017, with the potential to
renew for a total of three years at this rate-
. WordPress is the approved CMS for any website updates_
• Hosting and domain costs are not included in this estimate.
• Print management and print production are not included in this estimate.
• Hard costs including postage and materials are not included in this estimate.
• Print ad costs are not included in this estimate.
• A $500 digital ad spend is included in this estimate
• Services requested outside of Rhyme and Reason Design's core competencies will be addressed
on a per -project basis and may require a separate scope of work.
COST
Monthly Retainer— Print & Digital Designs $3,120/month"
TOTAL (12 Months) $37,440"
The 12 -month retainer can be renewed annually for up to three years at the $3,120/month price point.
Financial Planning
Billing
Round Rock — Shop the Rock & Downtown will be billed on the first of each month for hours worked during the
preceding month. The payment schedule will be net 30 days, Any delinquent payment will be assessed a 10% late
fee for each additional 14 days past due.
Rhyme b Reason Design, LLC I Atlanta 1 407.921.9090 1 Info@RhymeAndReasonDesign.com I wOSB Certified; w05610771
Exhibit "A"
R&R
RHYME & RE=ASON
DESIGN
Invoices will be sent on the last day of every month from the Rhyme And Reason Design, LLC finance department to the
appropriate Client contact The email address, billing@rhymeandreasondesign.com, is to be used for invoice purposes
only. Should questions or concerns arise, Scarlett Rosier may be contacted at scarlett@rhymeandreasondesign.com_
Payment Schedule
In order to best accommodate for the Print and Digital Design Retainer a 12 -month payment plan beginning March
31, 2017 and going through February 28, 2018 has been created:
March 2017
$3,120 (initial payment)
April 2017
$3,120 (2nd payment)
May 2017
$3,120 (3'd payment)
June 2017
$3,120 (40" payment)
July 2017
$3,120 (50" payment)
Aug 2017
$3,120 (0h payment)
Sept 2017
$3,120 (70' payment)
Oct 2017
$3,120 (Vh payment)
Nov 2017
$3,120 (9t' payment)
Dec 2017
$3,120 (10"' payment)
Jan 2018
$3,120 (11th payment)
Feb 2018
$3,120 (121 payment)
All questions or concerns regarding payment information are to be addressed in writing by either party in order that
the information is documented and dated for the protection of both parties
Terms of Agreement
Scope of work, agreement to pay and changes to scope of work
Once Client has agreed to the terms and conditions of the Scope of Work provided by R&R, Client agrees
also to pay that amount in full. Revision details are outlined in the Proposal. Additional draft rounds
thereafter are excluded from this cost estimate and will be subject to either additional charges or a new
Scope of Work. Client is responsible for all fees required by third parties.
A non-refundable 25% down payment, as outlined in the Scope of Work, is required before the Project
begins. The remaining balance will be billed on a monthly payment schedule, on the last day of each
month. A late fee of 10% will be added each additional calendar month to remaining balance if not paid in
full 30 (thirty) days. Any payments received after 30 (thirty) calendar days will be applied to the penalty
charges first and then to any remaining balance.
Client may cancel Project at any time for any reason. Should the Project be terminated early, client is
responsible for paying any outstanding bills as well as hours worked to date based on the hourly rate
outlined in the Scope of Work.
Rhyme A Reason Design, LLC I Atlanta 1407.921.9090 1 Info@RhymeAndReasonDeslgn.com I wOSB Certified. WOSS10771
R&R
RHYME & REASON
Exhibit "A" DESIGN
Revisions outside the Scope of work shall obligate the Client to additional costs. These may include but
are not limited to: changes made to copy after the final copy has been submitted; changes made to the
design once layouts, website design, or site map have been approved; extensive alterations; retrieving
and sending files; photo editing; copywriting; communicating with third Parties; a change in marketing or
business objectives on the part of the Client and new work requested by the Client after the execution of
the Scope of Work.
All production costs are based on the assumption that copy/content will be provided electronically to R&R
in a Word, Text or email.
R&R Responsibilities
R&R agrees to work diligently and honestly to provide Client with the best possible service and end
product. Client will not be charged for an amount higher than the total Quote originally provided, with the
exception of additional changes that go beyond the Project Scope of Work.
R&R will maintain a professional and ethical work approach, and agrees to accommodate meeting or
communication with the Client as requested, and to provide work in progress, samples, mock-ups, and
completed work on a timely basis. R&R agrees to be reachable and return emails or calls in a timely
fashion, unless unforeseen circumstances or other plans have been communicated with Client.
Client Responsibilities
Client agrees to accommodate meeting or communication with R&R as requested, and to provide as
much information to the best of their abilities as possible throughout Project. Client agrees to be
reachable and to return emails or calls in a timely fashion, unless unforeseen circumstances or other
plans have been communicated with R&R.
Additionally, Client agrees that R&R's ability to meet any and all schedules is entirely dependent upon the
Client's prompt provision of materials, instruction, revisions, approvals, etc. pursuant of the Project Scope
of Work. Further, any delays or changes to the Project may delay delivery of Project deliverables. Any
such delay caused directly or indirectly by Client shall not constitute a breach of any term, condition or
R&R's obligations under this Agreement, nor will R&R be held financially or otherwise responsible in said
instance.
Accreditation, Promotion & Copies of Work
R&R retains the right to reproduce, publish and display the Project in R&R's portfolios and websites or
other media for the purposes of recognition of creative excellence or self -promotion, and to be credited
with the authorship of the Deliverables in connection with such uses. Either party may describe its role in
relation to the Project and, if applicable, the services provided to the other party on its website and in
other promotional materials.
R&R agrees not to promote or showcase any finished work until it has been publicly published or
otherwise made available to the public, or given specific permission from the Client to showcase such
work beforehand.
Non -Exclusivity
The Parties express acknowledgement that this Agreement does not create an exclusive relationship
between the Parties. Client is free to engage others to perform services of the same or similar nature to
those provided by R&R. R&R shall be entitled to offer and provide design services to others, solicit other
Rhyme & Reason Design, LLC 1 Atlanta 1 407.921.9090 1 info@RhymeAndReasonDesign.com 1 W059 Certified; WOS910771
Exhibit "A"
R&R
RHYME & REAS014
DESIGN
clients, and otherwise advertise services offered by R&R, including but not limited to, entities of the same
or similar industry as Client.
Conbdentiality
Each Party acknowledges that in connection with this Agreement they may receive certain confidential or
proprietary technical and business information and materials of the other Party. Each Party, its agents
and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose
Confidential Information to any third party, and shall not use any Confidential Information except as is
necessary to perform its obligations under the Project Proposal, except as may be required by court or
governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any
information that is in the public domain or becomes publicly known through no fault of the receiving Party,
or is properly received by a third party without an obligation of confidentiality.
In the event of a Confidentiality/Non-Disclosure Agreement, it shall be limited in its scope, and must end
by a set date once the project is complete.
Errors & Omissions
R&R agrees to do all work in a professional manner, to pay attention to detail and to correct any errors as
they become apparent. However, R&R and Client understand that the responsibility of submitting error -
free work rests solely on the Client in the form of carefully proofing and signing off on all work delivered to
Client by R&R. Once Client signs off on final proof(s) provided by R&R, the Client acknowledges that
R&R will not be held responsible, financially or otherwise, for any errors or omissions found thereafter.
Project Completion
Once Project Deliverables are submitted as outlined in the Proposal, and once Client has paid the
remaining balance to R&R. this Agreement is fulfilled: Any additional or new work requested by Client will
require a new Agreement and Project Scope of Work, of which participation by either party will be non -
compulsory.
Severability
If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the
remaining provisions shall remain in full force and effect.
Client Signature
Client Name and Title (printed)
Service Provider /Agent Signature
Date
Date
Rhyme & Reason Design, LLC I Atlanta 1 407.921.9090 1 Info@RhymeAndReasonDeslgn com I WOSB Certified: WOSS10771
R&R
RHYME & REASON
Exhibit "A" DESIGN
Service Provider 1 Agent Name and Title (printed)
Please mail a copy of this signed contract and deposit to:
Rhyme and Reason Design, LLC
PO Box 8671
Atlanta, GA 31106
Rhyme & Reason Design, LLC I Atlanta 1 407.921.9090 1 info@RhymeAndReasonDesign.com I WOSB Certified: WOSB10771
WORK MADE FOR HIRE AGREEMENT
WITH RHYME AND REASON DESIGN
This Agreement is made on th �9k-day of the month of , 2017, by
and between RHYME AND REAS N DESIGN. and any of i s author nd/or artists
(hereinafter referred to as "Author/Artist," and if there is more than one author/artist affiliated
with the entity, then the entity and all of them collectively) and the CITY OF ROUND ROCK,
TEXAS (hereinafter referred to as the "City").
This Agreement is made simultaneous to an agreement entitled "City of Round Rock
Agreement for Purchase of Print and Digital Design Services with Rhyme and Reason Design"
and encompasses the subject matter contracted for thereunder.
AUTHOR/ARTIST AND CITY HEREBY AGREE THAT:
1. Title and Copyright Assignment
(a) Author/Artist and City intend this to be a contract for services and each considers the
products and results of the services to be rendered by Author/Artist hereunder (the "Work") to be
a work made for hire. Author/Artist acknowledges and agrees that the Work (and all rights
therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive
property of City.
(b) If for any reason the Work would not be considered a work made for hire under
applicable law, Author`Artist does hereby sell, assign, and transfer to City, its successors and
assigns, the entire right, title and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and extensions thereof,
and in and to all works based upon, derived from, or incorporating the Work, and in and to all
income, royalties, damages, claims and payments now or hereafter due or payable with respect
thereto, and in and to all causes of action, either in law or in equity for past, present, or future
infringement based on the copyrights, and in and to all rights corresponding to the foregoing
throughout the world.
(c) If the Work is one to which the provisions of 17 U.S.C. 106A apply, Author.. Artist hereby
waives and appoints City to assert on Author -'Artist's behalf the Author/Artist's moral rights or
any equivalent rights regarding the form or extent of any alteration to the Work (including,
without limitation, removal or destruction) or the making of any derivative works based on the
Work, including, without limitation, photographs, drawings or other visual reproductions or the
Work, in any medium, for City's purposes.
(d) Author -Artist agrees to execute all papers and to perform such other proper acts as City
may deem necessary to secure for City or its designee the rights herein assigned.
00376386:ss)
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.
G. Revisions
Author/Artist shall, at the request of City, revise the Work at one year intervals during the
term of the referenced simultaneous agreement.
7. Term and Termination
(a) This agreement shall remain in effect for the same length of time as the referenced
simultaneous agreement unless terminated earlier in accordance with this Section 7.
(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
thirty (30) days after receipt of written notice thereof, the agreements shall terminate upon
expiration of the thirty (30) day period.
8. Options/Contracts with Third Parties
Nothing contained in Section 7 shall affect any license or other grant of rights, options, or
agreements made with third parties prior to the termination date or the rights of City in the
income resulting from such agreements.
9. Amendments
The written provisions contained in this agreement, taken together inextricably with the
referenced simultaneous agreement, constitute the sole and entire agreement made between
Author/Artist and City concerning this Work, and any amendments to same shall not be valid
unless made in writing and signed by both parties.
10. Construction, Binding Effect, Venue, and Assignment
This agreement shall be construed and interpreted according to the laws of the State of
Texas and be binding upon the parties, their heirs, successors, assigns, and personal
representatives; venue shall lie exclusively in Williamson County, Texas; and references to
Author/Artist and City shall include their heirs, successors, assigns, and personal representatives.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, the parties have duly executed this agreement as of the date
indicated below.
CITY OF ROUND ROCK, TEXAS FOR CITY, ATTEST:
By:
Date:
RHYME AND REASON DESIGN
By:
flrip an spat ,
PuCcfyc"
FOR CITY, , PP OVED AS TO FORM:
By: <1A'c L
Stephan L Sheets, City Attorney
rrumu Name: rkf t G' Y t 08 i t? r
Title: 00-rcas tier _ ��rrcior of 0pprrA4, 6rn,3
Date: 'q I I a 11-j-
City of Round Rock
ROUND
TAgenda Item Summary
Agenda Number:
Title: Consider executing an Agreement and accompanying Work Made for Hire
Agreement with Rhyme and Reason Design for print and graphic design
services for promotion of "Shop the Rock" and Downtown Round Rock.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 5/5/2017
Dept Director: Will Hampton, Communications Director
Cost: $45,000.00
Indexes:
Attachments: LAI= - Design Services, Design Services Contract
Department: Communications and Marketing Department
'text of Legislative Fife CM -2017-1368
Consider executing an Agreement and accompanying Work Made for Hire Agreement
with Rhyme and Reason Design for print and graphic design services for promotion of
"Shop the Rock" and Downtown Round Rock.
Rhyme & Reason has assisted with several previous campaigns (Shop the Rock,
Hometown Halloween etc.) and we have always been very pleased with the product.
They are familiar with our brand and design aesthetic, which results in an efficient and
productive design process and design elements that are consistent with what we
already have in place.
We're excited to continue our work with them on several projects we have lined up for
2017/2018 such as Downtown marketing and promotion, Shop the Rock, and special
projects within the city.
Cost: Not to exceed $45,000.
Source of Funds: Shop the Rock and Downtown Round Rock f=unds
Clry of Round Rack Page 1 Pdnred on 5112017