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CM-12-06-113ROUND ROCK, TEXAS PURPOSE. P&SSION PROSPERITY. Item Caption: 1/14_1z -ow -l13 RECEIVED JUN 2 O 1012 City Manager Approval Form Consider executing Supplemental Agreement No. 2 and Work Made for Hire Agreement with GoGo Creative, Inc. for Graphic Design and Printing of Annual Budget Book. Approval Date: June 22, 2012 Department Name: Finance Department Project Manager: Cheryl Delaney Assigned Attorney: Contract Management Item Summary: Supplemental Agreement No. 2 is the final extension of 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 second of two twelve month extensions that are available after the completion of the initial thirty six month contract period. No. of Originals Submitted: 2 Project Name: Graphic Design and Printing of Annual Budget Book Cost: $ 14,820.00 Source of Funds: General & Utility Funds Source of Funds (if applicable): Select Source Fund Account Number: 5210-100-19000 Finance Director Approval: Cheryl Delaney Date: 6/20/12 Department Director Approval: Cheryl Delaney Date: 6/20/12 **Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. ** CIP n r--1 Budget N/A OK ❑ El N/A OK Purchasing ❑ El N/A OK Accounting r -I r 1 N/A OK ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL REV. 6/20/11 SUPPLEMENTAL AGREEMENT NO. 2 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 COUNTY OF WILLIAMSON § § § 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. 2 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, Texas, hereinafter called the "City," and GoGo Creative, Inc., hereinafter called the "Vendor." WHEREAS, the City and the Vendor executed the original Agreement (hereinafter referred to as the "Agreement") on the 26`h day of June, 2008; and WHEREAS, the City and the Vendor executed Supplemental Agreement No. 1 to extend the Agreement for the first allowable renewal period; and WHEREAS, it has become necessary to again extend the Agreement by renewal for the second allowable renewal period; and NOW THEREFORE, premises considered, the City and the Vendor agree that said Agreement is amended as follows: Section 2.01 shall be amended as follows: A. This agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The term of this original Agreement 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 proceeding term, and with such renewals being absolutely predicated upon the express written agreement of both parties. Such renewals are permitted only provided Vendor has performed each and every contractual obligation specified in this original Agreement. This Supplemental Agreement No. 2 embodies the second renewal of twelve (12) months, following the expiration of the original term of twelve (12) months and the expiration of the first renewal term of twelve (12) months, and extends the original Agreement as to time only with no other changes in terms or conditions of the original Agreement. IN WITNESS WHEREOF, the City and the Vendor have executed this Supplemental Agreement No. 2 in duplicate originals. GoGo CREATIVE, INC. r,4A4 — ( 7. --Ota -11.3 By: Printed Name: Title: Date: By: Printed Name: S-}t.V e. YVo rsJ 0 o Title: Date: 4 .2// 9. cTi/H G//)f1?- ATTEST: c4/14VL Sara L. White, City,SeeretarrCleyV APPROVED AS TO FORM: Stephan LSlfeets, City Attorney WORK MADE FOR HIRE AGREEMENT WITH GOGO CREATIVE, Inc. This Agreement is made on the 12' day of the month of , 2012, by and between GoGo CREATIVE, INC., and any of its aut ors 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. (d) Author/Artist agrees to execute all papers and to perform such other proper acts as City may deem necessary to secure for City or its designee the rights herein assigned. 2. Delivery of the Work (a) Author/Artist will deliver to City on or before any contractually -obligated date the completed Work (with all illustrations, charts, graphs, graphics, and other material, including supplements, handouts, reference lists, indexes, etc., in the medium mutually agreed upon for the Work) in form and content satisfactory to City. (b) If Author/Artist fails to deliver the Work on time, City will have the right to terminate this agreement and the referenced simultaneous agreement and to recover from Author/Artist any sums advanced in connection with the Work. Upon such termination, Author/Artist may not have the Work published or used in any form elsewhere until such advances have been repaid. 3. Quoted Material With the exception of short excerpts from others' works, which constitute fair use, the Work will contain no material from other copyrighted works without a written consent of the copyright holder. Author/Artist will obtain such consents at his/her/its own expense after consultation with City and will file them with City at the time the Work is delivered. Any obligations associated with permissions will be the responsibility of Author/Artist. 4. Author/Artist's Warranty Author/Artist warrants that he/she/it is the sole owner of the Work and has full power and authority to make this agreement; that the Work does not infringe any copyright, violate any property rights, or contain any scandalous, libelous, or unlawful matter. Author/Artist will defend, indemnify, and hold harmless City and/or its licensees against all claims, suits, costs, damages, and expenses that City and/or its licensees may sustain by reason of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the Work or any infringement or violation by the Work of any copyright or property right; and until such claim or suit has been settled or withdrawn, City may withhold any sums due Author/Artist under the referenced simultaneous agreement. 5. Consideration In consideration for delivery of the Work in accordance with the provisions of the referenced simultaneous agreement, City shall pay Author/Artist as indicated therein. 6. Revisions Author/Artist shall, at the request of City, revise the Work at one year intervals during the term of the referenced simultaneous agreement. 7. Term and Termination (a) This agreement shall remain in effect for the same length of time as the referenced simultaneous agreement unless terminated earlier in accordance with this Section 7. (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. CITY OF ; - ND ROC %ice// By: Printed Name: Title: Date: EXAS ATTEST: SkAALiVortvood FOR CITY, APPROVED By: TO FORM: Stephan . Sheets, City Attorney GoGo CREATIVE, INC. By: Printed Name: Title: .e7gtc_2 Date: 09Y7j U (2,0/2, Sara L. White, City &ecnC.