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HomeMy WebLinkAboutAlexander Atkins Design, Inc. (2) AGREEMENT THIS AGREEMENT is made and entered into on the 1 day of July, 2016 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Alexander Atkins Design, Inc. (hereinafter referred to as"CONTRACTOR"). In 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 biannual Activity Guide. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR as described in Exhibit A along with compensation, ownership of material and conflict of interest. 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 1, 2016 and shall be completed by June 30, 2018, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount of one hundred eighty-five dollars ($185.00) per page, or eight thousand, eight hundred eighty dollars ($8,880.00) per year, based on scope of work specified on Exhibit A. TOWN shall pay the CONTRACTOR 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 agreed scope of work. Deviation(s) from Exhibit A shall require written authorization from TOWN. 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 sew ere Uplau44R1110 V 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: - - - - - - • (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. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. Contractor is not required to and shall not use a vehicle in the performance of the services provided herein. (Initial) iv. - - - - - - - - - - - " - : -- (Initial) v. NOTICE OF CANCELLATION: The TOWN 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 Shod lama Updated 4123I10 fad 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 Town of Los Altos Hills Page 3 of 4 shun form uom®a 4rz3110 fir 4 hire pursuant to this Agreement, and 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: CommuntySri L/1r' v/ Community Services Supervisor Town of Los Altos Hills By: 7-6-16 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 Alexander Atkins, President Print name,Title TOWN OF LOS ALTOS i. By: a / erl Cahill, City an Date Town of Los Altos Hills Page 4 of 4 mien roan updated arzL+o RESOLUTION 41-16 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS AUTHORIZING THE CITY MANAGER TO EXECUTION OF AN AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND ACTIVITY GUIDE GRAPHIC DESIGN AND PRINTING SERVICES WHEREAS, the Town of Los Altos Hills produces a biannual Parks and Recreation Activity Guide; and WHEREAS,the Town has a need'for professional graphic design and printing services to produce and publish the Activity Guide. 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 the graphic design and printing services with Alexander Atkins and Craftsman Printing. The above and foregoing resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a special meeting held on the 20th day of July, 2016 by the following vote: AYES: Harpootlian, Waldeck, Corrigan, Radford, Spreen NOES: None ABSTAIN: None ABSENT: None BY: Jo Harpootlian, Mayor ATTEST: Deborah Padovan, City Clerk Resolution 41-16 Page I tri V Exhibit A 1. Design&Computer Production for the Los Altos Hills Activity Guide • 10 rounds of revisions • Photoshop work on client-supplied photos as required (color correction,tonal range correction,clipping paths) • Print supervision: review of print specifications and up to two round of digital proofs • Develop Illustrations as required • Review and select stock images as required • Number of pages per issue: 24 pages 2. MD Compensation $185 per page. At 24 pages per issue,total cost is$4,440. 3. 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.Final digital copies provided to the Town must be 300 ppi,or higher resolution. 4. Conflict of Interest 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 the Activity Guide or facsimiles therefore to be used in political campaign materials in the Town of Los Altos Hills.