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<br />LETTER OF AGREEMENT - ADDENDUM "EXHIBIT B" <br /> <br />Susan F Moeller <br />Redevelopment Manager <br />City Of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br /> <br />Dear Susan: <br /> <br />This letter is to confirm our agreement that you have retained Addison Olian Inc. <br />"Consultant" as one of your marketing communications/advertising agencies for <br />the City of Redwood City Redevelopment Agency "Client". As such, you <br />authorize us to act as your agent in purchasing the materials for services required <br />to produce communications materials and advertising on your behalf in accordance <br />with budgets and cost estimates submitted and approved in writing by you, before <br />any work will commence on a project. <br /> <br />This Letter of Agreement is an Addendum to the Agreement for <br />Professional Consulting Services with Client. <br /> <br />You also authorize us to produce tangible personal property for your account from <br />to time as approved by you. In producing the finished products, it is expressly <br />understood that the title to all materials purchased by us to complete the property <br />to be produced passes to you at the time of purchase and prior to any use by us. <br /> <br />Such materials may include, but are not limited to: artwork, illustrations, <br />photography, typography, airbrushing and photo retouching, film work, dies, <br />lithographic film and digital media, printing, and other materials needed to prepare <br />the finished product. <br /> <br />However, it is also understood that preliminary art (meaning roughs, <br />visualizations, layouts and comprehensives) prepared by us for the purpose of <br />demonstrating an idea or message prior to approval for preparation of finished art <br />and payment thereof, will remain our property. <br /> <br />SALES TAX - In accordance with the requirements of California State Board of <br />Equalization Regulation 1540, Consultant is authorized to act as Client's Agency in <br />the procurement of tangible personal property from outside sources. Should any <br />governmental agency assess any taxes whatsoever regarding the sale or transfer <br />of tangible personal property by Agency on behalf of Client, Client agrees to <br />reimburse Consultant to the extent of such additional tax upon demand. <br /> <br />INDEMNIFICATION - Client will indemnify and hold Consultant harmless from <br />and against all claims, liabilities, losses, costs, damages, expenses, and other <br />obligations, including reasonable attorney's fees, resulting from inaccurate, <br />deceptive or misleading information approved for advertising by Client, or from by <br />defects in products manufactured and sold by Client, or from the use of the <br />advertising or other materials approved by Client, or from claims by third parties <br />arising out of activities of Consultant which are directed to be performed or <br />approved by Client; or from any alleged or actual intellectual property or publicity <br />right infringement or from damage occurring because of labor dispute or any other <br />cause beyond the control of Consultant. <br /> <br />Page 1 of 2 LETTER OF AGREEMENT ADDENDUM - ADDISON OLlAN INC. CITY OF REDWOOD CITY <br />