CM-11-06-129ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
Item Caption:
City Manager Approval Summary Sheet
Consider executing Supplemental Agreement No. 1 and Work Made for Hire agreement
with GoGo Creative, Inc. for purchase of graphic design and printing of annual budget
book.
Approval Date: June 24, 2011
Department: Finance Department
Project Manager: Cheryl Delaney, Director of Finance
Item Summary:
Supplemental Agreement No. 1 extends the City's agreement with GoGo Creative, Inc. for graphic design and
printing of the City's annual budget book. The original agreement for this service was approved by Council on June
26, 2008. This is the first of two twelve month extension that are available after the completion of the initial thirty
six month contract period.
Strategic Plan Relevance:
8.0 — Maintain and enhance public confidence, satisfaction and trust in City government
Cost: $14,820.00
Source of Funds:
REV. 6/10/10
SUPPLEMENTAL AGREEMENT NO. 1
TO "CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF
GRAPHIC DESIGN AND PRINTING OF ANNUAL BUDGET BOOK
FROM GoGo CREATIVE. INC."
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
§
KNOW ALL BY THESE PRESENTS:
FIRM: GoGo Creative, Inc. ("Vendor")
ADDRESS: 8327 Yaupon Drive, Austin Texas 78759
REFERENCE: Purchase of graphic design services
This Supplemental Agreement No. 1 to "City of Round Rock Agreement for Purchase of
Graphic Design and Printing of Annual Budget Book from GoGo Creative, Inc." is made by and
between the City of Round Rock, with offices located at 221 East Main Street, Round Rock,
Texas 78664-5299 (hereinafter referred to as "City"), and GoGo Creative, Inc., with offices
located at 8327 Yaupon Drive, Austin, Texas 78759 (hereinafter referred to as "Vendor").
WHEREAS, City and Vendor executed the original Agreement (hereinafter referred to
as the "Agreement") on the 26th day of June, 2008; and
WHEREAS, it has become necessary to extend the original Agreement for the first of
two allowable renewal periods:
NOW THEREFORE, premises considered, City and Vendor agree that the original
Agreement is amended as follows:
Section 2.01 shall be amended as follows:
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement shall be for three (3) consecutive twelve-month
periods from the effective date hereof. After that term, this Agreement may be renewed for
successive terms of twelve (12) months each, not to exceed in the aggregate two (2) such
renewals, with such renewals to occur on or before the expiration date of the preceding term, and
with such renewals being absolutely predicated upon the express written agreement of both
parties. Such renewals are permitted only provided Vendor has performed each and every
contractual obligation specified in this original Agreement.
C. Prices shall be firm for the duration of this Agreement and for any renewal
periods. No separate line item charges shall be permitted for invoicing purposes, including but
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C. Al -ll -a9-121
not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other
extraneous charges. City may permit "unit price" adjustments upwards only as a result of a cost
increase in goods or services in accordance with the Producers Price Index located at
http://stats.bls.gov/ppi/home.htm. Any price increase shall be requested by Vendor in writing
and accompanied by the appropriate documentation to justify the requested increase. Vendor
may offer price decreases in excess of the allowable percentage change.
D. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
E. This Supplemental Agreement No. 1 embodies the first allowable renewal of
twelve (12) months, following the expiration of the original term of thirty-six (36) months,
and this Supplemental Agreement No. 1 extends the original Agreement as to time only
with no other changes in terms or conditions of the original Agreement.
IN WITNESS WHEREOF, City and Vendor have executed this Supplemental
Agreement No. 1 in duplicate originals.
GoGo CREATIVE, INC.
By: C/4111V i ' AA,
Printed Name: 6 .'Wt&.,9O2
Title:
Date:
CITY
By:
Printed ame:
Title: L -(t1 M
Date: O6/2 T,
/1
FOR CITY, ATTEST:
49iW✓L.4LQt6tf�
Sara L. White, City Secretary
FOR C TY, APPROVED AS TO FORM:
J.Kam
, City Attorney
2
WORK MADE FOR HIRE AGREEMENT WITH GO GO CREATIVE
This Agreement is made on the ca..*‘ day of the month of JUNE
204J, by and between GoGo CREATIVE, INC., and any of its authors and/or artists
(hereinafter referred to as "Author/Artist," and if there is more than one author/artist
affiliated with the entity, then the entity and all of them collectively) and the CITY OF
ROUND ROCK, TEXAS (hereinafter referred to as the "City").
This Agreement is made simultaneous to an agreement entitled "City of Round
Rock Agreement for Purchase of Graphic Design and Printing of Annual Budget Book
from GoGo 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 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. Expressly excepted from the definition of
"Work" in this agreement are any and all photographs supplied or used by Author/Artist,
and such photographs (and all rights therein, including, without limitation, ownership and
copyright) shall remain with Author/Artist.
(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, drawings or other
visual reproductions or the Work, in any medium, excepting photographs, for City's
purposes.
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(d) Author/Artist agrees to execute all papers and to perform such other proper acts as
City may deem necessary to secure for City or its designee the rights herein assigned.
2. Delivery of the Work
(a) Author/Artist will deliver to City on or before any contractually -obligated date the
completed Work (with all illustrations, charts, graphs, graphics, and other material,
including supplements, handouts, reference lists, indexes, etc., in the medium mutually
agreed upon for the Work) in form and content satisfactory to City.
(b) If Author/Artist fails to deliver the Work on time, City will have the right to
terminate this agreement and the referenced simultaneous agreement and to recover from
Author/Artist any sums advanced in connection with the Work. Upon such termination,
Author/Artist may not have the Work published or used in any form elsewhere until such
advances have been repaid.
3. Quoted Material
With the exception of short excerpts from others' works, which constitute fair use,
the Work will contain no material from other copyrighted works without a written
consent of the copyright holder. Author/Artist will obtain such consents at his/her/its own
expense after consultation with City and will file them with City at the time the Work is
delivered. Any obligations associated with permissions will be the responsibility of
Author/Artist.
4. Author/Artist's Warranty
Author/Artist warrants that he/she/it is the sole owner of the Work and has full
power and authority to make this agreement; that the Work does not infringe any
copyright, violate any property rights, or contain any scandalous, libelous, or unlawful
matter. Author/Artist will defend, indemnify, and hold harmless City and/or its licensees
against all claims, suits, costs, damages, and expenses that City and/or its licensees may
sustain by reason of any scandalous, libelous, or unlawful matter contained or alleged to
be contained in the Work or any infringement or violation by the Work of any copyright
or property right; and until such claim or suit has been settled or withdrawn, City may
withhold any sums due Author/Artist under the referenced simultaneous agreement.
5. Consideration
In consideration for delivery of the Work in accordance with the provisions of the
referenced simultaneous agreetnent, City shall pay Author/Artist as indicated therein.
6. Revisions
Author/Artist shall, at the request of City, revise the Work at one year intervals
during the term of the referenced simultaneous agreement.
7. Term and Termination
(a) This agreement shall remain in effect for the same length of time as the referenced
simultaneous agreement unless terminated earlier in accordance with this Section 7.
(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.
S. 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.
CITY OF ROUND ROCK, TEXAS ATTEST:
By: / By:
Printed ame: STevE t4DRvVoOD
Title: ltD SER.
Date: Oe 2 7 /
Sara L. White, City Secretary
FOR CITY, APPROVED AS TO FORM:
By:
GoGo CREATIVE, INC.
By: V' 1lit/'"'`A/
Printed Name: L • c/ kpyliworb
Title:
Date: (40{1/1-6l