HomeMy WebLinkAboutAlexander Atkins Design, Inc. 41,
AGREEMENT
THIS AGREEMENT is made and entered into on the 1? day of October, 2012 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and ' 2
Alexander Atkins Design, Inc. (hereinafter referred to as "CONTRACTOR"). In C;'
consideration of their mutual covenants, the parties hereto agree as follows:
1. CONTRACTOR. Shall provide or furnish the following specified services and/or
materials:
Creative Services and Production Services as defined in
Exhibit A for the Town's quarterly Our Town Newsletter and
bi-annual Recreation Activity Guide.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made
a part of this Agreement:
Proposal from CONTRACTOR dated August 24, 2012 including all
attachments.
3. TERMS. The services and/or materials furnished under this Agreement shall
commence October 1, 2012 and shall be completed by June 30, 2013, unless
terminated pursuant to Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR an amount not to exceed thirty thousand, one
hundred dollars ($30,100.00) within thirty (30) days following receipt of invoice
and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of
this Agreement and only upon satisfactory delivery/completion of goods/services
in a manner consistent with professional/industry standards for the area in which
CONTRACTOR operates. TOWN is not responsible for paying for any work done
by CONTRACTOR or any subcontractor above and beyond the not to exceed
amount.
b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to
deliver any services/goods. Town shall not be responsible for any interest or late
charges on any payments from Town to CONTRACTOR.
c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/
subcontractors to ensure delivery of goods/services within the terms of this
Agreement. TOWN will not accept or compensate CONTRACTOR for
incomplete goods/services.
Town of Los Altos Hills Page 1 of 4
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5. GENERAL TERMS AND CONDITIONS.
a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold
harmless the TOWN, its officers, agents and employees from any and all
demands, claims or liability of personal injury (including death) and property
damage of any nature, caused by or arising out of the performance of
CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work
product, CONTRACTOR agrees to indemnify, defend and hold harmless the
TOWN, its officers, agents and employees from any and all demands, claims or
liability of any nature to the extent caused by the negligent performance of
CONTRACTOR under this Agreement.
b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance
before commencing any services under this Agreement as follows:
limits C ,C . 744\-- (Initial)
ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE
INSURANCE: General Liability and Property Damage Combined.
$1,000,000.00 per occurrence including comprehensive form,
personal injury, broad form personal damage, contractual and
premises/operation, all on an occurrence basis. If an aggregate limit
exists, it shall apply separately or be no less than two (2) times the
occurrence limit.
e _ - - P.• - U! _!!! !! ---- -• --.
Contractor is not required to and shall not use a vehicle in the
performance of the services provided herein.
C .0 . nA (Initial)
iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggrcgato.
C . C . q/} (Initial)
v. NOTICE OF CANCELLATION: The City requires 30 days written
notice of cancellation. Additionally, the notice statement on the
certificate should not include the wording "endeavor to" or "but failure
to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents or representatives."
vi. CERTIFICATE OF INSURANCE: Prior to commencement of services,
evidence of insurance coverage must be shown by a properly
executed certificate of insurance and it shall name "The Town of Los
Altos Hills, its elective and appointed officers, employees, and
volunteers" as additional insureds.
Town of Los Altos Hills Page 2 of 4
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vii. To prevent delay and ensure compliance with this Agreement, the
insurance certificates and endorsements must be submitted to:
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
c. NON-DISCRIMINATION. No discrimination shall be made in the employment of
persons under this Agreement because of the race, color, national origin, age,
ancestry, religion or sex of such person.
d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement
is not a contract of employment and does not create an employer-employee
relationship between the TOWN and CONTRACTOR. At all times
CONTRACTOR shall be an independent contractor and CONTRACTOR is not
authorized to bind the TOWN to any contracts or other obligations without the
express written consent of the TOWN. In executing this Agreement,
CONTRACTOR certifies that no one who has or will have any financial interest
under this Agreement is an officer or employee of TOWN.
e. CHANGES. This Agreement shall not be assigned or transferred without
advance written consent of the TOWN. No changes or variations of any kind are
authorized without the written consent of the City Manager. This Agreement may
only be amended by a written instrument signed by both parties.
f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7)
days written notice to CONTRACTOR. Monies owed for work satisfactorily
completed shall be paid to CONTRACTOR within 14 days of termination.
g. RECORDS. All reports, data, maps, models, charts, studies, surveys,
calculations, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form, that
are prepared or obtained pursuant to this Agreement and that relate to the
matters covered hereunder shall be the property of the TOWN. CONTRACTOR
hereby agrees to deliver those documents to the TOWN at any time upon
demand of the TOWN. It is understood and agreed that the documents and
other materials, including but not limited to those described above, prepared
pursuant to this Agreement are prepared specifically for the TOWN and are not
necessarily suitable for any future or other use. Failure by CONTRACTOR to
deliver these documents to the TOWN within a reasonable time period or as
specified by the TOWN shall be a material breach of this Agreement. TOWN and
CONTRACTOR agree that until final approval by TOWN, all data, plans,
specifications, reports and other documents are preliminary drafts not kept by the
TOWN in the ordinary course of business and will not be disclosed to third
parties without prior written consent of both parties. All work products submitted
to the TOWN pursuant to this Agreement shall be deemed a "work for hire."
Upon submission of any work for hire pursuant to this Agreement, and
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acceptance by the TOWN as complete, non-exclusive title to copyright of said
work for hire shall transfer to the TOWN. The compensation recited in Section 4
shall be deemed to be sufficient consideration for said transfer of copyright.
CONTRACTOR retains the right to use any project records, documents and
materials for marketing of their professional services.
h. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the Parties. Any ambiguities or disputed terms between this Agreement
and any attached Exhibits shall be interpreted according to the language in this
Agreement and not the Exhibits.
6. INVOICING. Send all invoices to the contract coordinator at the address below.
This Agreement shall become effective upon its approval and execution by TOWN. In
witness whereof, the parties have executed this Agreement the day and year first
written above.
CONTRACT COORDINATOR and
representative for TOWN: CONTRACTOR:
Deborah L. Padovan
City Clerk
Town of Los Altos Hills By: i6-I8-12
26379 Fremont Road Signature Date
Los Altos Hills, CA 94022
pirkk-Aoo 64 DM-axis Vf4E-CLOC—Irl
Print name, Title
TOWN(OF LOSALTOSHILLS:
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By: .,..0_CIO0 — 1OI19lA312
Carl Cahill, City Manager Date
Town of Los Altos Hills Page 4 of 4
Short form
updated 423/1
RESOLUTION 20-16
RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS APPROVING AND AUTHORIZING
EXECUTION OF AN AGREEMENT BETWEEN THE
TOWN OF LOS ALTOS HILLS AND ALEXANDER ATE INS DESIGN,INC.
WHEREAS, the City Clerk of the Town of Los Altos Hills recommends renewing the
agreement with Alexander Atkins Design, Inc. for the quarterly preparation of the Our Town
Newsletter; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that the City Manager is hereby authorized to execute a two-year agreement for newsletter
services with Alexander Atkins, Inc. in an amount not to exceed$24,000 annually.
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a regular meeting held on the 19th day of May, 2016 by the following vote:
AYES: Harpootlian,Waldeck, Corrigan,Radford, Spreen
NOES: None
ABSTAIN: None
ABSENT: None
BY:
Jo arpootlian, Mayor
ATTEST: �'
Deborah.PaAovan, City Clerk
Resolution 20-16 Page 1
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Exhibit A
ALEXANDER ATKINS DESIGN
ocisicalr-
1.Scope
The successful qualified vendor shall have the capability toprovide newsletter design,proofing,production
and mailing services of the Town%newsletter and Activity Guide including,but not limited to,the specific
responsibilities and features outlined below:
A: SERVICES FOR NEWSLETTER
Quantity: 2,800+400 addtl for distribution;4 times per year
WRITING, EDITING& DESIGN &COMPUTER PRODUCTION
Provide writing,editing and graphic design services using Town-provided content,edit, condense and put
into proper form,information which will be of interest to LAN residents.This shall include:
• 12-14 pages,2 sided(with occasional inserts)
• Editorial:writing,editing and fact checking of 15-18 stories
•Organization and layout of newsletter including photography,art direction(illustrations&stock images)
• Proofing and editing of newsletter for grammar,spelling and overall design aesthetics
• Delivery of draft issue to LAH staff,associate editors format of LAH Newsletter(about 12 rounds of
revisions)
• Print Supervision Review-two rounds of proofs and press check
PRINTING
•8 1/2"x 11"format,saddlestitched,708 Accent Opaque Text,Letterpress,perforation of crossovers
•4 color process,2 sided
•Conversion,formatting service so that newsletter can be uploaded to the Town's website
•Coordination and oversight of delivery of the final newsletter proof to the printer and approve blue line
version before printing
MAILING
•Printed newsletters will be sorted and delivered to the Post Office and mailed presorted First Class, using
the Town's bulk mail account
•Mailing of newsletter to residents and interested parties based on the mailing list provided by the Town
(the list is subject to change from issue to issue)
•All addresses will be validated and information of deliverables and non-deliverables will be reported to
the City Clerk's office
•3 Deliveries to: Los Altos Post Office,Town Hall and 25 samples for designer
BILLING
•Within 10 days after the completion of production and mailing services of the newsletter,submission
of a copy of the detailed invoice, outlining costs for design,editing,printing and mailing services will be
submitted to the Town
ALEXANDER ATKINS DESIGN, INC
3790 El Camino Real,Suite 346•Palo Alto,California 94306-3314•T:650.948.6644•alex@alexatkinsdesign.com•www.alexatkinsdesign.com
V S
A: SERVICES FOR ACTIVITY GUIDE
Quantity: 2,800+ 600 addtl for distribution;2 times per year
DESIGN&COMPUTER PRODUCTION
• 12 rounds of revisions(8 extensive rounds 4 minor rounds)
• Photoshop work 20-25 images per issue(color correction,rgb-cmyk or duotone conversion,tonal range
correction,clipping paths)
•Art Direction for cover photo
• Project management: manage project,associate editors,vendors,work with town staff
• Proofing and editing of Activity for spelling and overall design aesthetics
• Print Supervision: review two rounds of proofs and press check in costs
• Illustration:8-10 per issue(1 map)
•Stock images: 10-15 images
PRINTING
•4C+full aqueous coating,2 sides
• Color proof,blueline and presscheck
• Proofs delivered to Town Hall representative and design
printed on 80#Alpha Dull Text Letterpress perforation for crossovers and saddlestitched
MAILING
• Printed Activity Guides will be sorted and delivered to the Post Office and mailed presorted First Class,
using the Town's bulk mail account
• Mailing of the Activity Guide to residents and interested parties based on the mailing list provided by the
Town(the list is subject to change from issue to issue).
•All addresses will be validated and information of deliverables and non-deliverables will be reported to
the City Clerk's office
•3 Deliveries to: Los Altos Post Office,Town Hall and 25 samples for designer
BILLING
•Within 10 days after the completion of production and mailing services of the Activity Guide,submission
of a copy of the detailed invoice,outlining costs for design,editing, printing and mailing services will be
submitted to the Town.
2.Ownership of Material
All data,technical information,graphics,materials gathered, oriented,developed,prepared,used or
obtained in the performance of this contract,including the mailing list shall remain the property of the
Town of Los Altos Hills.
3.Conflict of Interest
Original language: In order to avoid a potential conflict of interest,at no time during the Contract Term
shall the Contractor perform similar technical and graphical work product for a political campaign in the
Town of Los Altos Hills.
Suggested language: In order to avoid a conflict of interest,at no time during the Contract Term shall the
Independent Contractor use specific artwork,photographs,or articles that have appeared in Our Town or
the Activity Guide or facsimiles thereof to be used in political campaign materials in the Town of Los Altos
Hills.The content of the newsletter is also governed by FPPC regulations.
Fair Political Practices Commission(FPPC):
Regulations of the Fair Political Practices Commission,Title 2, Division 6, California Code of
Regulations
§ 18901. Mass Mailings Sent at Public Expense.(a) Except as provided in subdivision(b),a mailing is
prohibited by section 89001 if all of the following criteria are met:(1)Any item sent is delivered, by
any means,to the recipient at his or her residence,place of employment or business,or post office
box. For purposes of this subdivision(a)(1),the item delivered to the recipient must be a tangible item,
such as a videotape,record,or button,or a written document. (2)The item sent either: (A)Features an
elected officer affiliated with the agency which produces or sends the mailing,or(B)Includes the name,
office, photograph,or other reference to an elected officer affiliated with the agency which produces or
sends the mailing,and is prepared or sent in cooperation,consultation,coordination,or concert with
the elected officer.(3)(A)Any of the costs of distribution is paid for with public moneys;or(B)Costs
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of design,production,and printing exceeding$50.00 are paid with public moneys,and the design,
production,or printing is done with the intent of sending the item other than as permitted by this
regulation.(4)More than two hundred substantially similar items are sent, in a single calendar month,
excluding any item sent in response to an unsolicited request and any item described in subdivision(b).
4.Statement of qualifications
Alexander Atkins Design, Inc. (AAD)has designed,edited and produced award-winning identity,
publications and marketing projects—including websites,logos,advertisements,annual reports,
magazines,newsletters,direct mail,brochures,presentations,email solicitations, email newsletters—for
the past 30 years.AAD provides effective branding and marketing programs for startups and established
companies. Clients include AT&T, Oracle, Hewlett-Packard,Siemens, Roche,Wind River Systems,and
Plantronics.
AAD also specializes in designing fundraising,admissions, and alumni relations marketing materials for
universities and schools. Clients include Stanford University,UC Berkeley, UC San Diego,UCSF,Bellarmine
College Preparatory,Saint Francis, Sacred Heart Schools,and Bullis Charter School.AAD also provides
consulting services and seminars on branding,fundraising,and developing publications.
Since its inception,PAD has also supported numerous nonprofit causes by donating a significant
portion of its fees to produce compelling,effective marketing and fundraising materials that would
normally fall outside the constraints of their budgets. Clients include Second Harvest Food Bank, Lucile
Packard Foundation for Children's Health, Ronald McDonald House,Family Giving Tree,Hidden Villa,New
Schools Venture Fund,The Gordon and Betty Moore Foundation,Anita Borg Institute for Women and
Technology,Caminar,and United Way.
Over the course of three decades,MD has assembled a team of support vendors(lithographers,digital
printers,mail houses, large format printers,etc.)and partners(photographers,illustrators,stylists,writers,
editors,proofreaders,etc)that meet AAD's high quality work and customer service.AAD has assembled
top web programming teams that code the websites that the firm designs.AAD specializes in websites
built with CMSs that allow clients to maintain the site after it has been designed and launched.
Alexander has taught typography and graphic design at UC Santa Cmz Extension Program in Santa
Clara. His publication work has won numerous awards from the New York Art Directors Club,Society
of Publication Designers,Western Art Directors,Center for Advancement and Support of Education,
International Academy of Communication Arts and Sciences.Alexander has been a member of the
Western Art Directors Club and American Institute of Graphic Arts.AAD's logo work has been frequently
published in collections of the best logo designs in the world.
5.Statement of services
AAD is a full service graphic design,brand and marketing firm that has worked in just about every
industry sector(high-tech,software,medical,pharmaceutical, legal,financial services,education,
healthcare, nonprofit,government, military,political,and the arts)for a wide range of clients, large
and small(corporations,universities,schools,nonprofits,start-ups,government agencies,etc.).AAD
consistently delivers high quality strategic creative solutions,exceptional level of service,unwavering
attention to detail,and a turnaround speed that is unmatched by any design firm.Alexander has been
working with page layout software since 1987 and imaging software since 1990 and was a Beta tester
for all Adobe products. He is an expert in the areas of typography,color correction and management,
print management,and page layout programs.These skill sets combined with his strong background
in photography,writing,editing and art direction form the foundation for his exceptional story-telling
capabilities in all publication work.These skill and talent sets are extremely valuable for any company or
organization that needs to reach and connect with a specific target audience.
One of the key benefits of working with AAD,is that clients benefit from a cross-pollination,best-
practices approach to design,branding,and marketing. Most small business or organizations do not
have the resources, like large corporations,to hire design firms to create comprehensive logo, branding
and corporate identity manuals(costing tens of thousands or millions of dollars). Because of this,smaller
organizations tend to produce marketing pieces on an adhoc basis—lacking a consistent identity,with
a unified look,typographic hierarchy,color palette,etc.These smaller organizations often do not realize
that the cost to produce high-quality,creative work(that effectively connects with readers)is exactly the
same as printing low-quality production-oriented work(that does not connect with readers and ends up in
the recycle bin).The answer to the small organization's communication dilemma is finding the right design
partner.
AAD begins an engagement with a discovery phase that includes a thorough assessment of a client's
entire suite of marketing materials,an audit of their print budgets and specs,and interviews with staff,
board members,and outside partners to find out what these constituencies feel is working—or not
working—well with respect to the organizations collateral. By analyzing and distilling this information,
AAD is able to prioritize collateral,re-allocate resources(by refining print specs and redesigning projects
for optimal cost effectiveness),and develop a strategic design approach(redesign collateral to align with
the organization's values,mission,and messaging)without having to create a comprehensive identity
manual.The end result for the client is a suite of collateral that is more cost-effective, builds brand equity
(all materials have a consistent look and feel),and communicates more effectively with a specific target
audience.
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6. Specific RFP Questions
1.What is the number of years your company has been in the newsletter design and writing
business:
Over 30 years.
2. Provide a comprehensive narrative to describe the approach that will be taken with respect to
the different areas specified in the Scope of Services.
The process for designing the newsletter and activity guide are similar except that the newsletter
has an added editorial component.
AAD develops a style guide for publication for contributors, staff,and associate editors.The
design process begins with the development of a pagination guide to ascertain what content will
be placed where.The cover design is the most important decision and that is determined first.
Art direction is discussed with photographers who will shoot the photographs required.When
the first draft is ready the content is formatted to provide a first rough proof to determine how
copy is working with layout and where new content is needed.After all pages have content,the
text is refined through an iterative process, photos are researched and selected for the different
layouts.When contact sheets are furnished ,the best photos are selected to fit the content.All
images are converted from RGB color space to target color space(CMYK or grayscale or duotone)
and adjusted for tonal range, color saturation,and tonal balance.The design and writing evolve
through an iterative process. Some pages are completed first while others take time to develop.
The editor and associate editors review iterative proofs to refine the publication.When the proof
is at an advanced design/editorial stage,a proof is sent to the client for initial review.The client
sends any edits/changes to AAD;the revisions are made and the proof is sent to professional
proofreader for final editorial review.After the proofreader edits are made a final proof is sent
to the client for official final sign-off. Upons receipt of final approval,AAD prepares the final
files for the vendor.The files are sent electronically to the printer.AAD manages the printer and
printing schedule.The printer first produces a digital proof for client and designer to review.The
client carefully reviews the proof one final time and makes any changes to the proof which AAD
implements.AAD reviews proofs for technical, design and color issues and makes any necessary
adjustments and changes.A new file is sent to the printer. If changes are minor,the printer sends
a new proof via PDF which AAD reviews and approves. If changes are extensive,the printer sends
a new digital color proof for both client and designer approval. Upon final approval of digital color
proof, printer plates the job, coordinates press check with designer, and prints the publication on
the selected date.At this point the final PDF is sent to town's webmaster to post the PDF on the
website.After the project is printed,the publication is trimmed and saddle-stitched.Then the
project goes into mailing department to be addressed using the confidential mailing list supplied
by the town.The addresses are validated and any new address updates are noted so that the town
has latest information.The publications are sorted and delivered to the post office for delivery to
residents, additional copies are delivered to Town Hall,and samples are delivered to AAD.The
project is then invoiced within ten days.
The editorial process is more involved and requires year-round attention.The editor must assess
what makes a good story based on Town current and past events and issues, and the programs
of organizations that serve the town.The editor develops stories and writes them or assigns them
to writers who have knowledge or expertise in specific areas.These stories are developed far in
advance of the publication's due dates so that all content(text and photos)can be finalized.The
editor also works with contributing writers to improve their writing from the general(focus of story,
introducing a story)to specific(grammar and better structure).The editor also works with associate
editors to develop story ideas and have those stories written and/or assigned.The editor also
develops relationships with local schools and organizations that develop programs that benefit the
town's residents.The editor also works with the town's staff to explore any story ideas that serve
residents or focus on town safety issues,ordinances, improvements or events.There are four due
dates for submissions of articles.Town staff collects the stories and photos and forwards them
to AAD.These stories are either accepted with further development or serve as research for the
writing of actual stories.AAD contacts the contributors to develop the stories further or to obtain
additional information or photos. Photo research is closely tied to the editorial process since the
text and visuals develop on parallel paths.After all stories are researched,written, and corrected
they often go back to original contributors for verification.Once the issue is completely written,
the proof is sent to town staff for review.Any edits or changes are made and then the proof is sent
to a professional proofreader for final review. Once the proofreader edits are made the proof is
sent to the client for final review and sign-off.
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3. Provide a list of any sub-contractors to be used in the newsletter design, print and mail services.
Printing and Mailing Service:Craftsmen Printing,6660 Via Del Oro, San Jose,CA 95119
Owner: Dan Falkenstein,Telephone:408-224-6464
4. Provide a detailed cost proposal.
See pages 6 and 7.
5. Provide at least 2 references that clearly demonstrates the bidder's proven capabilities in
performing services of a similar size and scope to those required in this RFP
Duffy Price,former editor, Our Town, 26435 Anacapa Drive, Los Altos Hills, CA 94022,
650-948-0596
Seema Cicerone, Publications Coordinator,Stanford Graduate School of Business, 650-725-3240
7. Insurance Requirements
To be provided upon signing of final contract.
8. Subcontracting Requirements
To be finalized upon signing of final contract.
9. Contract Term
The initial contract period will be for one(1)year; however,the Town reserves the right to extend
contract for up to three(3)additional one-year extension periods provided:
1. Both parties to contract agree to the extension.
2.All terms,conditions, and specifications remain the same.
3.Such extension is approved by Town.Contract renewal may be based upon satisfactory
performance.
4.The term of the contract will begin September 1, 2012 and run for one(1)year,with annual options
for renewal for years 2,3 and 4.
10. Pricing
Future extension rates to be finalized upon signing of final contract.
11.Other
Client to sign Agreement for Graphic Design Services,with any modification if necessary(included
with RFP).
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ALEXAVDER ATKINSSDESIGN
PROPOSAL FOR OUR TOWN NEWSLETTER (PER ISSUE COST)
DESIGN, EDITORIAL AND COMPUTER PRODUCTION:AAD
Creative Services 5,000.00
Editorial Services 2,500.00
Production 2,400.00
Digital Image Processing 1,300.00
Stock Photography & Research 550.00
Print Supervision 550.00
Project Revisions 1,250.00
Project Expenses 100.00
Subtotal $13,650.00
Donation of Services -$8,000.00
Total $5,650.00
PRINTING:CRAFTSMEN PRINTING
Printing (qty 3,200, 12 pages): $3,793.00
Revisions(estimated) 200.00
Mailing Prep: $371.00
Postage(paid by Town of Los Altos Hills $0.00
8.375%Sales Tax (estimated) $316.00
Total $4,680.00
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ALEXANDER ATKINS1DESIGN
PROPOSAL FOR ACTIVITY GUIDE (PER ISSUE COST)
DESIGN AND COMPUTER PRODUCTION:AAD
Creative Services 7,500.00
Production 4,000.00
Digital Image Processing 900.00
Stock Photography & Research 550.00
Print Supervision 550.00
Projdct Revisions 750.00
Project Expenses 150.00
Subtotal $14,500.00
Donation of Services -$10,750.00
Total $3,750.00
PRINTING: CRAFTSMEN PRINTING
Printing (qty 3,400, 24 pages): $4,543.00
Revisions(estimated) 200.00
Mailing Prep: $371.00
Postage (paid by Town of Los Altos Hills $0.00
8.375%Sales Tax (estimated) $380.00
Total $5,494.00
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AGREEMET FOR GRAPHIC DESIGN, SERVICES
SERVICES
Alexander Atkins Design, Inc.hereinafter referred to as the Designer, will provide the services specified below.
CREATIVE SERVICES. The Designer shall provide creative services that include all or some of the following: developing
design concepts for print or web, art direction, reviewing stock photography, illustration, consultation, research,
copywriting, and editing. The Designer shall prepare and present digital files (PDPs) IS the Client that demonstrate or
describe the Designer's concepts.
COMPUTER PRODUCTION SERVICES- In tandem with creative services, production services may be provided to implement
the design concepts. The Designer's fee may also include all or some of the following specialized production services:
working with professional software (e.g., Adobe Creative Suite) to: (1) Create page layouts for print projects or website
designs. (2) Digital image processing,such as color correction,retouching, photo composition,etc. (3) Create illustrations,
such as unique artwork, logos, charts, diagrams, maps, custom typefaces, etc. (4)The creation and/or supervision of color
comprehensives or mock-ups,or samples. (5)Website programming(eg utilizing a CMS like Joomla).Services(4) and (5)
may be provided by outside vendors and billed to the Client as reimbursable expenses.
SUPERVISION.The Designer's services under this Agreement do not include Implementation such as printing, fabrication,
and installation of the project design. The Client and Designer agree that any such Implementation is to be provided by
others, and the Designer's services with respect to such Implementation shall be restricted to providing specifications,
coordination, and supervision(reviewing technical quality,but not proofreading of content). Unless otherwise specified in
this Agreement, the Designer shall have no responsibility to the providers of such Implementation, and those charges shall
be billed directly to the Client.
COMPENSATION
PROPOSALS. The Designer will submit a proposal for each design project as it arises. Alternatively, the Client and the
Designer can agree to a retainer structure,or develop a budget range(a not-to-exceed figure)for a specified number of non
concurrent projects that are defined by the initial proposal A proposal not accepted within thirty days is subject to review
and reestimation. Proposals based on inaccurate or incomplete project specifications are subject to reestimation upon
review of final project specifications and digital files or other materials provided by the Client.
REVISIONS AND ADDITIONS. Any revisions or additions to the services described in this Agreement shall be billed as
additional services which are not included in the original proposal. Such additional services shall include, but shall not be
limited to. changes to the originally submitted designs, changes in the extent of work, changes in the complexity of any
elements of the project, changes to the projects defined in a retainer agreement, changes made to any proofs, changes in
illustrations or photography,and any changes made after approval has been given for a specific stage of design or stage of
production. Revisions made after final approval of the projects constitutes additional work. All additional work shall be
charged at the Designer's current rates.
REIMBURSABLE FYPENSES. The Client shall reimburse the Designer for all out-of-pocket expenses incurred by the Designer
with respect to the project including, but not limited to, expenditures for implementation, such as: photography, color
proofs, mockups, digital imaging services, website programming, stock photography or art and related handling fees,
presentation and artwork materials, copies, fax, telephone charges, postage, delivery services, our-of-town travel, and
shipping.
TERMS Or PAYMENT. Payment shall be made upon receipt of invoice.The Designer will institute a service charge of 1.5%
per month (18% APR) on any overdue balance past 45 days. As security for payment of any sum due or to become due
under any terms of this Agreement, the Designer shall have the right, if necessary, to retain possession of and shall have a
lien on all client property in the Designer's possession including all work in progress and all finished work.
SALES Tax.The Client shall pay any sales,use,or other transfer taxes that may be applicable to the services provided under
this Agreement. If,after the Client has paid the invoice,it is determined by the California State Board of Equalization that
more tax is due, then the customer must promptly remit the required taxes to the Board of Equalization or immediately
reimburse the Designer for any additional taxes paid. No tax exemption will be granted unless the Client provides a valid
and current Resale Permit from the California State Board of Equalization.
TERMINATION. Eicher party may terminate this Agreement upon written notice. Should the Client cancel the project prior
co completion, the Designer shall be compensated for all expenses incurred and attributable to the project and for all
work,whether usable or not,done up to the time of cancellation.All work done up to the time of cancellation remains the
property of the Designer unless otherwise specified In this Agreement. All indemnities shall continue even after any such
termination.
CLIENT OBLIGATIONS
CLIENT'S REPRESENTATIVE. The Client shall appoint a sole Representative with full authority to provide or obtain any
necessary information and approvals that may be required by the Designer. All final proofs must be approved by the
Client in writing. The Client's Representative shall be responsible for coordination of briefing, review, and the decision-
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making process with respect to persons and parties other than the Designer and its subcontractors. If, after the Client's
Representative has approved a design, the Client or any other authorized person requires changes that require additional
services from the Designer, the Client shall pay all fees and expenses arising from such changes as additional services.
MATERIALS. The Client shall provide accurate and complete information and materials to the Designer and shall be
responsible for the accuracy and completeness of all information and materials so provided. The Client guarantees that all
materials supplied to the Designer are owned by the Client or that the Client has all necessary rights in such materials to
permit the Designer to use them for the project.
CLIENT FURNISHED MATERIALS. All copy provided by the Client shall be submitted on a Macintosh formatted CD or sent
via email. Photographs, illustrations,or other visual materials provided by the Client,shall be of professional quality,high
resolution, and in a form suitable for reproduction without further preparation or alteration. The Client shall pay all fees
and expenses arising from its provision of materials that do not meet such standards.
MODEL RELEASE FORMS.The Client shall be responsible for obtaining and storing signed model and/or minor photograph
release forms for any individuals who will be photographed as apart of a project. These forms are available For free on the
Internet.
DIGITAL MANUSCNPT OR IMAGES. The Client shall be responsible for maintaining a copy of any original digital files
furnished to the Designer. The Designer is not responsible for accidental damage to media supplied by the Client or
for the accuracy of furnished input or final output.Until the digital files can be evaluated by the Designer, no claims
or promises are made about the Designer's ability to work with projects submitted in digital format, and no liability is
assumed for problems that arise.Any additional conversion, translating,editing,or programming needed to utilize Client-
supplied files will be charged at prevailing rates.Disks or files which are infected with a virus will nor be accepted.
INDEMMFIGTIDN. The Client agrees to protect the Designer from economic loss and any other harmful consequences
that could arise in connection with any graphic design projects. The Client will hold the Designer harmless and save,
indemnify,and otherwise defend the Designer against claims, demands,actions, and proceedings on any and all grounds.
This will apply regardless of responsibility for negligence.
(a) COPYRIGHTS.The Client warrants that the subject matter that is reproduced or becomes part of a final design or layout
is not copyrighted by a third party.The Client also warrants that no copyright notice has been removed from any material
used in preparing the subject matter for reproduction.To support these warranties, the customer agrees to indemnify and
hold the Designer harmless for all liability,damages,and attorney fees that may be incurred in any legal action connected
with copyright infringement involving the work produced or provided.
(b) PERSONAL OR ECONOMIC Ricxrs. The Client also warrants that the work does not contain anything chat is libelous or
scandalous, or anything that threatens anyone's right to privacy or other personal or economic rights. The Client will, ar
the Client's sole expense, promptly and thoroughly defend the Designer in all legal actions on these grounds as long as the
Designer promptly notifies the Client of the legal action,and/or gives the Client time to undertake and conduct a defense.
The Designer reserves the right to use his or her sole discretion in refusing to reproduce anything that he or she deems
illegal,libelous,scandalous,improper or infringing upon copyright law.
LIABILITY OF DESIGNER.The Designer shall rake reasonable precautions to safeguard original or other materials provided by
the Client.The Designer shall, however, not be liable for any damage to, or loss of any material provided by the Client,
including artwork, photographs, disks, or manuscripts, other than or on account of willful or gross negligence of the
Designer.The Designer's liability for this property will not exceed the amount recoverable from the insurance.
CLIENT APPROVAL. The Client shall proofread and approve all proofs (hardcopy or digital) in writing or via email. MI
proofs should be returned to the Designer indicating final approval, along with the dare, and the Client's signature. If
revised proofs are desired, the request must be made when proofs are returned. The Designer shall nor be responsible
for errors if the Client has not made the appropriate corrections, has failed to return corrected proofs, has ordered
changes verbally, or has instructed the Designer to proceed without submission of proofs. The signature of the Client's
Representative shall be conclusive as to the approval of all printing specifications, photographs, illustrations, charts and
any other design elements prior to their release for printing,website development, fabrication, or installation. All liability
for errors,or omissions, in the final proof, whether the Fault of the Client or the Designer,shall become the responsibility
of the Client.The Designer shall not be liable for any reprint costs or damages of any kind resulting from such errors.
SCHEDULE The Designer and Client agree that the due date for any particular project shall be agreed upon in writing.
The Designer reserves the right CO adjust the schedule and due date in the event that the Client or any third party: fails
to respond to emails in a timely manner; fails to meet agreed deadlines for submission of materials; fails to meet agreed
deadlines for making revisions to proofs, or granting approvals of any materials; requires the creation of additional proofs
and requires additional rime to review those proofs; or changes the design direction, scope, or complexity of services as
described in the original proposal. There will be no liability or penalty for delays due to state of war, riot, civil disorder,
fire, strikes, accidents, power outages, action of government or civil authority, acts of God, or other causes beyond the
control of the Designer. For new projects with new clients,work begins with payment of initial deposit.
INSTRUCTIONS TO THIRD PARTIES. The Client specifically grants to the Designer the right co act on the Client's behalf co
give instructions on behalf of the Client to any person or entity involved in the project,such as photographers, illustrators,
writers, printers, web developers, and fabricators. Any such instructions or approvals by the Client may only be made
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through the Designer. The Client shall be bound by all such instructions given by the Designer within the scope of the
Agreement. Clients should attend press checks. In the event that the Client has chosen nor to attend a press check, the
Client shall be bound by the Designer's final approval of the press sheet.
FILES SENT VIA INTERNET. The Designer is not responsible for any errors, omissions,or extra costs resulting from faults in
transmission of digital files via the Internet to third parties,or from third parties to the Designer.
RIGHTS AND OWNERSHIP
RIGHTS. All services provided by the Designer under this agreement shall be for the exclusive use of the Client other
than for the promotional use of the Designer. Upon payment of all fees and expenses, the Client shall be granted full
reproduction rights for the approved final design unless otherwise specified in this Agreement.
OWNERSHIP. All final page layout (e.g., InDesign), and artwork (e.g., Illustrator, Photoshop) digital files become the
property of the Client upon payment of all fees and expenses. The original source digital files, and any intermediary
digital files that make up the final page layouts and final artwork remain the property to the Designer. All stock images
purchased by the Designer on behalf of the Client remain the property of the Designer and the Client. All preliminary
concepts and visual presentations produced by the Designer remain the property of the Designer and may not be used by
the Client without written permission of and additional compensation to the Designer.
THIRD PARTY CONTRACTS, The Designer may contract with others to provide creative services such as, but not limited to,
production, writing, photography, illustration, and web development. The Client agrees to be bound by any terms and
conditions, including required credits, with respect to reproduction of such material as may be imposed on the Designer
by such third parties.
MISCELLANEOUS
CODE OF ETHICS.The Designer's services shah be performed in accordance with the American Institute of Graphic Artists
Code of Ethics and Professional Conduct for Graphic Designers.
CREDIT. The Designer shall have the right to include a credit line on the completed designs (print collateral or website),
any portion or element of that design, or any visual representation of that design.This same credit shall also be included
in any publication of the design, in part or in whole, by the Client. The wording is at the discretion of the Designer's.
Examples include:"Design+Production:Alexander Atkins Design,Inc."or"Design:www.alexatkinsdesign.com."
SAMPLES.The Client shall provide the Designer with samples of each printed or manufactured design. Such samples shall
be representative of the highest quality of work produced.The Designer may use such copies and samples for publication,
exhibition,or other promotional purposes(for website,email solicitations,and printed collateral).The number of samples
shall be indicated on instructions to the printer.
CONHDENTIAUTY.The Client shall inform the Designer in writing if any portion of any material or information provided
by the Client or if any portion of the project is confidential.
ARBITRATION. Either party may request that any dispute arising out of the Agreement shall be submitted to binding
arbitration before a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The
arbitrator's award shall be final and judgment may be entered upon it in any court having jurisdiction thereof.
AGREEMENT.This Agreement represents the entire agreement between the Client and the Designer and may be changed or
modified only in writing.
REPRESENTATIONS. The Client represents that it has full power and authority to enter into this Agreement and that it is
binding upon the Client and enforceable in accordance with its terms. The Designer represents that it has full power and
authority to enter into this Agreement and that it is binding upon the Designer and enforceable in accordance with its terms.
Alexander Atkins Design,Inc. Town of Los Alms Hills
Designer Business/Organization Name
Designer's Signature Client's Printed Name and Tide
August 24,2012
Dare of Agree enr Client's Signature
Publication and Marketing Collateral
Project
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