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HomeMy WebLinkAboutAlexander Atkins Design, IncAGREEMENT THIS AGREEMENT is made and entered into on the 15 day of June, 2022 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: Our Town Quarterly Newsletter — September and December 2022 Editions 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated June 10, 2022 — inclusive of any "donation" of services. 3. TERMS. The services and/or materials furnished under this Agreement shall commence June 1, 2022 and shall be completed by December 31, 2022, 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 twenty-five thousand dollars and no cents ($25,000.00) 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 5 Short form Updated 4/26/22 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) 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. (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 5 Short form Updated 4/28122 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 5 Short form Updated 4/26/22 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. CONTRACT ADMINISTRATION. The TOWN hereby designates [insert applicable staff title] and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. 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: Deborah Padovan City Clerk Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/26122 CONTRACTOR: By: Signature Date ASSY-! NIIE'Z Print name, Title ®' TOWN OF OS ALTOS HILLS: By: eter Pirnejad, C Manager at Page 4 of 5 ALEXANDER ATKINS DESIGN, INC. 3790 EI Camino Real, Suite 346 Palo Alto, CA 94306 o650-948-6644Flwww.alexatkinsdesign.com June 10, 2022 Peter Pirnejad Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022-2624 Project: Our Town Quarterly Newsletter Peter: I am writing in response to your recent request for a proposal for a professionally designed and edited quarterly newsletter for the Town of Los Altos Hills. Let me begin with some background and context because city governments are not accustomed to working with companies in the creative industry and tend to lump them with other service categories. As the industry's established guide' to pricing attests, there is no one standard for how graphic design companies bill for their work: flat fee, hourly rate, or both. And if they bill by the hour, there is no one standard for that rate. Having worked successfully in the Bay Area for more than 40 years with prominent clients in a wide range of sectors (government, corporate, nonprofit, university, small to medium-sized businesses), I have written thousands of proposals and contracts. Over the years, I have educated many clients (especially lawyers and purchasing agents of large organizations who mistakenly equate creative work with construction work; or equate a graphic artist with a graphic designer) about how creative work is billed and valued. Although the scope of the work can differ dramatically, what they all have in common is that clients are purchasing one of the most valuable commodities in the Bay Area: talent (or creativity), marketing/communications skills, and experience. In any creative industry, the market value of these services varies widely because not all professional graphic designers have the same level of talent, skills, and experience. (Moreover, they differ in their education; most simply attended art school and are not formally educated.) That is why, for example, some movie directors earn several million dollars per film while others make hundreds of thousands per film; or why some architects earn several million dollars per project while other architects make less than $100,000; or why some writers make millions per book while others make substantially less. The point is — talent is an intangible, subjective commodity and its value in the marketplace falls on a broad scale. Generally speaking, the more experienced (measured in years) and the more talented (judged by body of work and client list) a graphic designer is, the more he or she earns. To get some sense of the market value of the unique set of talents, skills, and experience that I bring to any project, there are several sources (eg, Indeed and Glassdoor) that show average salaries2 in the Bay Area for Individuals with extensive industry experience (note, however, that none of these resources establish the salary of an individual with all these sets of skills and experience): Senior Graphic Designer: $95,000 Senior Content Strategist: $116,000 Senior Editor: $92,000 Senior Project Manager: $91,000 Senior Writer: $85,000 Senior Illustrator: $94,000 Senior Researcher: $78,000 Senior Photo Retoucher: $80,000 Senior Marcom Specialist $96,000 Historian: $85,000 Just as rare as an individual with the aforementioned set of talents and skills, is a publication of the level of quality and sophistication as Our Town. I have spent considerable time in the past two weeks looking at every newsletter of every town in the Bay Area. I could not find a single city that publishes a newsletter that is equal in quality in terms of design and content to Our Town — a newsletter that truly reflects the values and ethos of its residents. It is simply unparalleled and perhaps that is one of the reasons that it resonates so profoundly with the town's CONTINUED ON PAGE 2 PAGE TWO residents and council members and why it is so deeply cherished. Our Town represents a deliberate, carefully imagined and constructed collection of narratives that is the result of my creative stewardship over a decade — a dramatic leap from its origins, a simple black -and -white newsletter, back in 1967. Moreover, my work is inspired by deep roots and connections in the community where I have been a resident for almost 30 years. Indeed, the newsletter and its informative and inspirational stories have tremendous value for the town government and its residents. It bears repeating that Our Town is not a part-time project: it is a year-round endeavor that requires a great deal of careful consideration, community outreach, and creative and intellectual work. I have consistently mentioned that the amount of work to complete Our Town has increased, because all the simple stories, the low -hanging frult as it were, have long been picked. It takes months or years to cultivate the type of relationships to generate unique stories that are interesting from a community or historical point of view. Our Town is a richer publication because of the variety of threads of local voices (some world renowned) that I have woven into the broader fabric of Our Town: inventors, entrepreneurs, biologists, authors, astronomers, teachers, nature advocates, historians, philanthropists, community advocates, and hobbyists and specialists of every kind. Over the past few years, there have been many critical and consequential changes to Town Hall staff and the City Council. One of the most important changes was the current council's commitment to transparency and the goal of paying its vendors fairly. In several conversations, I have stated that AAD has not been compensated fairly for work on Our Town (see page 3). The Town has benefitted from 13 years of donations totaling more than $286,00 that have reduced the cost from about $14,0003 per issue to currently about $7,000 per issue. I have already explained how previous management and council members made misrepresentations and ignored key facts with respect to my contract; moreover, they employed heavy-handed negotiation tactics that some former and current council members were unaware of. What compounds these transgressions is that the town has never expressed any acknowledgment or appreciation for the generous donation of creative services over so many years. In the context of all my other work for hundreds of clients, this is an appalling aberration. Thanks to your intervention, this egregious inequity and bad faith negotiations will cease. I greatly appreciate your understanding and willingness to move forward fairly and equitably. Two weeks ago, you asked me to present a proposal without any donation of creative services to establish a short term contract to continue the uninterrupted publication of Our Town. To that end, I offer two option S4: 1. Based on the contract of the past two years for Our Town, the Town could enter into a 3 month contract for $14,000 for one issue. This would meet the requirement of your request. 2. Based on the contract of the past two years for Our Town, the Town could enter into a 6 -month contract for two issues with a per -issue fee of $14,000 minus a $1,500 donation ($14,000-$1,500=$12,500), bringing the total value of the contract to $25,000. The agreement must acknowledge the actual cost and the donation that AAD is making to reduce that cost. This option offers expediency while deviating from your original request. Please let me know how you would like to proceed Sincerely, A lex e�ande^ President, Alexander Atkins Design, Inc. 1 Graphic Arts Guild Handbook: Pricing and Ethical Guidelines (16th Edition), 2021, MIT Press. 2 Note that these salaries do not include medical benefits, overtime, or pension plans that significantly increases the cost to Bay Area employers. 3 This number, $14,000, is in line with the marketplace. A staff report dated June 18, 2020 indicated that a neighboring city, Woodside, spent up to $9,250 for each 8 -page issue. In today's dollars, adjusted for inflation, that number is $10,300, which translates to $1,287 per page, well within the market rate/industry standard. AAD's cost for the Town's newsletter, which is 12 pages (4 pages longer), has a per -page rate of $1,166, which is below the Woodside rate and well within the market rate. 4 Based on same payment schedule of past contracts: 50% upon beginning issue; 50% upon completion. PAGE THREE ALEXANDER ATKINS DESIGN, INC. 3790 EI Camino Real, Suite 346 Palo Alto, CA 94306 *650-948-6644FIwww.alexatkinsdesign.com Accounts Payable Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022-2624 Project Title Our Town Newsletter, 12 pages Description Amount Creative & Editorial Services* 8,000.00 Computer Production 2,400.00 Digital Image Processing 1,200.00 Stock Photography & Research 450.00 Print Supervision 250.00 Project Revisions 1,600.00 Project Expenses 100.00 Subtotal $14,000.00 1 CIUAL MARKET Donation of Services -$7,000.00 Subtotal $7,000.00 Sales Tax 0.00%** 0.00 Total ------------- $7,000.00 s e ea a e *Includes the following services: Graphic Design, Art Direction, Editorial Services (Content Strategy, Writing, Research, Editing, Proofreading, Historical research) **Nontaxable. Files send digitally,