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HomeMy WebLinkAboutStaff Report 2409-3534CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, December 09, 2024 Council Chambers & Hybrid 5:30 PM     Agenda Item     8.Approval of Professional Services Contract Number C25192694 with A3-Immersive in an Amount Not to Exceed $275,692 for Projection Mapping Production Services for the 2025 Code:ART Interactive Media Public Art Festival for a period of One Year; and Approval of a FY 2025 Budget Amendment in the Public Art Fund; CEQA Status: Exempt under section 15061(b)(3). City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Community Services Meeting Date: December 9, 2024 Report #:2409-3534 TITLE Approval of Professional Services Contract Number C25192694 with A3-Immersive in an Amount Not to Exceed $275,692 for Projection Mapping Production Services for the 2025 Code:ART Interactive Media Public Art Festival for a period of One Year; and Approval of a FY 2025 Budget Amendment in the Public Art Fund; CEQA Status: Exempt under section 15061(b)(3). RECOMMENDATION Staff recommends that the City Council: 1. Approve and authorize the City Manager or their designee to execute Contract No. C25192694 (Attachment A), with A3-Immersive, for the projection mapping production services for the Code:ART Interactive Media Public Art Festival for a term of one year, and a total amount not-to-exceed $275,692; 2. Amend the Fiscal Year 2025 Budget Appropriation for the Public Art Fund (requires a 2/3 approval) by: a. Increasing the Community Services Department Contract Services Appropriation by $225,693; and b. Decreasing the Ending Fund balance for the Public Art Fund by $225,693. BACKGROUND Code:ART is an interactive public art festival placing playful interactive temporary installations throughout downtown activating downtown alleys, plazas, and spaces through art. The Public Art Program began producing the Code:ART festival in 2017 and has seen growing audiences and support for each presentation of the biannual three-evening event. By conservative estimates, the 2023 Code:ART event drew over 13,000 people to downtown Palo Alto, and the feedback staff received through surveys and from what the Commissioners gathered was overwhelmingly positive, with 98% of those 243 people surveyed wanting to see more events like this in Palo Alto, 73% of those surveyed visited a downtown business, indicating an economic impact of $550,000 over the three nights (Attachment B). After considerable research into similar art and technology festivals in the United States and abroad, staff has seen the significant draw that immersive projection mapping artwork can have on raising numbers of visitors and the resulting positive economic impact for their city. For example, Napa, California hosts an annual Napa Lights festival with ten nights of large-scale projections and reported an economic impact of $3.2M in 2023. Let’s Glow SF is a similar initiative that takes place each winter. Originally launched in 2021, Let’s Glow SF has reported continuously growing attendance and economic impact to local businesses. Year 2021 reported 40,000 visitors and $2.1M economic impact; Year 2022, the event was visited by 51,000 who brought in $3.1M. Year 2023 the festival reported that 67,000 people attended and an economic impact of $8 million (Attachment C). ANALYSIS The Public Art Program is moving forward with plans for the fourth Code:ART festival to take place October 16-18, 2025. In order to have an even greater impact at the next Code:ART and extend part of the festival experience over a longer period of time, staff is exploring bringing a large-scale 3-D projection mapping installation to the façade of City Hall that would debut at the Code:ART festival and remain on view each night for an extended period, commencing on October 16 through October 25 the following weekend. Since the projection’s scale is expected to be a draw for visitors, the installation will be in place for a total of nine nights, instead of three nights which is the duration the other Code:ART installations are active. This is funded by private development funds; the Public Art Commission approved the use of funds from the Art in Public Spaces Capital Improvement Project (CIP) fund for five art installations and the use of the private development funds to support the additional projection mapping artwork on August 28, 20241. Private development funds are in lieu fees collected from developers for larger projects that meet certain criteria and choose not to commission art on their property. The funds are pooled for the purpose of funding public art projects. Projection mapping is a specialized technique and equipment that digitally maps an uneven surface, such as the front façade of a building and allows artists with digital mapping skills to create custom artwork that will display on that surface without distortion of the shapes providing for an immersive visual experience. The specialized equipment and multiple high- powered projectors allow for the artists to visually experiment with the building surface to highlight or animate the architecture and occasionally make the wall seem to disappear or have objects emerge from the surface. There are several qualified companies in the United States with experience producing large scale outdoor 3-dimensional projections on a building similar to Palo Alto City Hall. Solicitation Process CSD Staff released a Request for Proposals (RFP) for projection mapping companies with the skills and experience to facilitate the projection mapping portion of Code:ART and help curate a 1 Minutes from the August 28, 2024 Public Art Commission Special Meeting; Agenda Item #1; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=cfd7e98a-cca5-4e25-8fa2-d6af37a983be selection of three artists qualified to create custom content to debut in Palo Alto. CSD Staff sent the solicitation to four companies and received three applicants. Of the three companies that submitted proposals, A-3 Immersive was the best qualified company to implement an immersive video project to Code:ART. As a local company that had the most complete and thorough application, they have a strong record of 3-D projection mapping artworks on buildings of similar scale and complexity to City Hall, the portfolio of artists they work with is diverse and strong, and their pricing was competitive. CSD Staff issued a Notice of Intent to Award a contract to A-3 Immersive on October 22, 2024. Table 1: Summary of Request for Proposals Proposal Description Large-Scale Projection Mapping Production Services for Code:ART 2025 Proposed Length of Project Dec 2024 – Nov 2025 Number of Vendors Notified 4 Number of Proposal Packages Downloaded N/A Total Days to Respond to Proposal 27 Pre-Proposal Meeting N/A Pre-Proposal Meeting Date N/A Number of Proposals Received 3 Proposal Price Range $275,692-$285,504 Public Link to Solicitation https://www.cityofpaloalto.org/CodeART As part of their contract, A-3 Immersive will bring in and assemble all necessary equipment, including four high powered projectors, processing servers and inclement weather housing, support structures, lighting and sound equipment and labor, projectionists to run the show each evening, crowd control barricades, commission three artists to create new projection artworks for Code:ART, prepare the front windows of City Hall for the projections, and remove everything upon the conclusion of the festival. As a key partner in the expansion of Code:ART into large-scale projection, Panasonic has offered to sponsor the use of two of the projectors and lenses for the event, saving an estimated $13,110. Additionally, A-3 Immersive found several cost-saving opportunities reducing the window covering budget and labor costs by an additional $10,330 to reduce their estimate for the run of the projections. FISCAL/RESOURCE IMPACT Generally, Municipal Code Chapter 16.612 requires commercial development projects over 10,000 square feet to either incorporate public art into their project or pay the equivalent in- lieu fee. The in-lieu funds are restricted for the commission of public art projects and art experiences within Palo Alto and partially funds one Public Art staff position.3 In FY 2022 the Council approved an ongoing allocation of $60,000 from the Public Art Fund ($10,000 for professional services to verify the private development construction valuation amounts and $50,000 for temporary projects such as Code:ART). This request is for an additional $225,693 one-time use to support the large-scale projections by three digital mapping artists on City Hall for the 2025 event. The Public Art Commission approved allocation of funds in an amount up to $300,000. Staff worked with A-3 Immersive to reduce the overall cost and Panasonic is sponsoring the use of two projectors resulting in further cost savings. If additional sponsors come forward for the individual artworks, the cost will be further reduced. There is adequate funding in the Public Art Fund to cover the costs associated with this request. In addition to this project, a sub-committee of the Public Art Commission is exploring permanent public art acquisitions that would be funded by the Public Art Fund. The sub- committee will provide a report to the full Commission at their annual retreat in January 2025. Staff anticipates the 2025 Code:ART festival to exceed the number of visitors from the previous festivals, resulting in a significant amount of foot traffic in the University Avenue downtown area. Since the projection mapping installation will be on display for nine consecutive nights, it is expected to have a large draw through promotions and word-of-mouth resulting in an economic benefit to downtown businesses. STAKEHOLDER ENGAGEMENT During each Code:ART event, teams of volunteers and staff circulate through the crowds and gather survey responses. Last year, 243 visitors took the survey. Additionally, the Public Art Commissioners volunteer their time to lead tours, work the information table, assist artist teams, and gather feedback through hundreds of conversations and interactions with the public. The Commission and staff compile the feedback and input from the previous Code:ART in order to plan the next one. 2 City of Palo Alto Municipal Code Section 16.61, Public Art for Private Developments, https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-75098#JD_Chapter16.61 3 Uses of Public Art Fund are regulated by PAMC section 16.61.110. ENVIRONMENTAL REVIEW This action is exempt under the California Environmental Quality Act (CEQA) pursuant to CEQA regulation 15061(b)(3) because it can be seen with certainty that there is no possibility that this project will have a significant effect on the environment. ATTACHMENTS Attachment A: A3 Immersive Contract, C25192694 Attachment B: Code:ART Survey Results 2023 Attachment C: Economic Impact Metrics for Napa Lights and Let’s Glow Festivals APPROVED BY: Kristen O'Kane, Community Services Director Professional Services Rev. Dec.15, 2020 Page 1 of 21 CITY OF PALO ALTO CONTRACT NO. C25192694 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND A3-IMMERSIVE LLC DBA A3 VISUAL This Agreement for Professional Services (this “Agreement”) is entered into as of the 19th day of November, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and A3-IMMERSIVE LLC DBA A3 VISUAL, a sole proprietor, located at 2140 Palou Avenue, San Francisco, CA 94124 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A.CITY intends to produce an interactive media art festival Code:ART, to take place October16-25, 2025 in downtown Palo Alto (the “Project”) and desires to engage a consultant to provideprojection mapping production services in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B.CONSULTANT represents that it, its employees and subconsultants, if any, possess thenecessary professional expertise, qualifications, and capability, and all required licenses and/orcertifications to provide the Services. C.CITY, in reliance on these representations, desires to engage CONSULTANT to providethe Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through November 30, 2025 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 2 of 21 this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Hundred Seventy Five Thousand and Six Hundred Ninety One Dollar and Thirty Two Cents ($275,691.32). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 3 of 21 CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 4 of 21 by CITY to perform work on this Project are: CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Sean Mason, CCO Immersive Division, Email: smason@a3visual.com as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Elise DeMarzo, Community Services Department, Division of Arts and Sciences, 1313 Newell Road, Palo Alto, CA, 94303, Telephone: (650) 617-3517, email: Elise.DeMarzo@CityofPaloAlto.org. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work products, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 5 of 21 of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 6 of 21 CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 7 of 21 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 8 of 21 information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 9 of 21 the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). OR 26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR. SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 10 of 21 alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. OR This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 11 of 21 the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 12 of 21 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 13 of 21 CONTRACT No. C25192694 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee A3-IMMERSIVE DBA A3 VISUAL By: Name: Title: Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Sean Mason 11/19/2024 CTO Professional Services Rev. Dec.15, 2020 Page 14 of 21 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. CONSULTANT will perform projection mapping production and creative content generation, and staffing services to implement large-scale artistic 3D projections during the Code:ART interactive media art festival on the façade of the Palo Alto City Hall building, nightly between 5 -10 pm, October 16-25, 2025 at 250 Hamilton Ave, Palo Alto, CA. CONSULTANT’s scope of services includes the following tasks es detailed in Exhibit B: • Pre-production services, including detailed drawings and timelines, mapping, planning meetings, estimates, site visits, updated estimates, and coordination with subcontractors. • Site preparation and strike, including any necessary treatment of the front façade windows of City Hall and ADA compliance features. • Equipment supply, including projectors, servers, sound equipment, rigging, ramps, trucking, barricades, storage/inclement weather solutions for equipment, cables, and any other necessary equipment. • In consultation with the Public Art Program staff, content creation / curatorial services to select qualified artists and ensure projection mapping is of the highest quality. • Staffing of electricians, projectionists, server operator, and any other staff required to set up and strike down, run the production, deliver and remove any and all of elements of the project, etc. The scope of services by CONSULTANT will be delivered in the following phases and in according with the timeline as listed in the Schedule of Performances (Exhibit B) below: Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 15 of 21 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Phase 1: Initial planning and selection of multimedia content creators / artists Period: January – March 2025 a) Site walk-through with Public Art Program staff to identify and plan initial sight and installations needs (including but not limited to mapping and projection studies, identify the needs and footprint / provide technical drawings / documentation) for the projector / server holding encloser; identify electrical needs / provide relevant information for any generators, provide a confirmed list of any rental equipment.) b) In consultation with the Public Art Program staff, to select at least three (3) qualified multimedia content creators to generate three (3) original and Code:ART specific, full 3D motion graphic pieces no shorter than 3 minutes each and ensure projection mapping is of the highest quality. c) By-weekly check-ins with Public Art Program staff to discuss project needs and creative content generation progress Phase 2: Active planning and creative content design Period: April – August 2025 a) Further refine and finalize any project needs, reserve and secure any rental equipment / enclosures for project equipment; finalize power needs and identify a generator, secure event staff, and figure out ADA compliance features for the project. b) Finalize all the logistics and timeline for the treatment of City Hall building front façade windows. c) Creative content updates / reviews; final content preview, revisions as needed, with the final content approval by the Public Art Program staff. d) Weekly check-ins to track and provide development updates. Phase 3: Pre-Event Period: September – and first half of October 2025 a) Final coordination of all project logistics and details with the Public Art Program staff and Code:ART Event Coordinator including and project equipment / security / foot print / delivery and strike down logistics / street closures. b) Implementation of the window treatments / coverings. c) Confirmed roles and schedule for project onsite staff. d) Confirmed any remaining logistical solutions associated with the project. Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 16 of 21 e) Provide a run of the show script with an hourly outline of all activities associated with the project for each day/night including the Set-up, Show nights, and Strike-down dates. f) Pre-event walk-through with Public Art Program staff and Event Coordinator. Phase 4: Code:ART Festival: Set-up, Event Run; and Strike-down Period: Oct 14 – 25, 2025 a) Deliver equipment onsite and complete physical and technical setup in accordance with the approved schedule and footprint. b) Complete testing of all equipment and creative content prior to the event opening night. c) Ensure onsite technical staffing during each night of the event. d) Complete strike-down of the entire project infrastructure, including removal of the window coverings in accordance with the approved schedule and footprint. e) Post-event de-brief October 27-31, 2025 Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 17 of 21 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below with the total compensation not to exceed Two Hundred Seventy Five Thousand and Six Hundred Ninety One Dollars and Thirty Two Cents ($275,691.32). CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. BUDGET SCHEDULE MILESTONE NOT TO EXCEED AMOUNT Upon signing the agreement $82,707.40 (30% of total comp) Upon completion of Phase 1 $68,922.83 (25% of total comp) Upon completion of Phase 2 $68,922.83 (25% of total comp) Upon completion of Phase 3 $27,569.13 (10% of total comp) Upon completion of Phase 4 $27,569.13 (10% of total comp) Sub-total for Services – $275,691.32 Reimbursable Expenses (if any) $0 Total for Services and Reimbursable Expenses $275,691.32 Additional Services (if any, per Section 4) $0 Maximum NTE Total Compensation $275,691.32 REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 18 of 21 Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 19 of 21 Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 20 of 21 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Professional Services Rev. Dec.15, 2020 Page 21 of 21 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Code:ART 2023 Survey Results Attachment B Projection Mapping is a video projection art form and technology that is used to transform any surface or object into dynamic video displays. What is Projection Mapping? Projection Mapping can bring spectacular art shows to a city’s front door. It makes people stop in awe, observe at length and share what they see to create long-lasting, positive collective memories. How Projection Mapping Can Create A City Art Event. 2D Mapping 3D Mapping Used to amplify any flat surface and transform it into a 3D environment. Take any three-dimensional shape and bring it to life by applying motion graphics, and interactivity. Attachment C: Economic Impact Metrics for Napa Lighted and Let's Glow festivals. Metrics gathered and provided by A3 Immersive. Napa Lighted Festival Light Festival Napa, CA Projection Mapping •3 buildings •2 x Panasonic 50K lumen donated by Panasonic •2 x Panasonic 32K lumen •1 week of show •2 days of setup Record Breaking 40,000 people attendance 3 locations this year, will be more locations next year. Case Study Metrics gathered and provided by A3 Immersive Metrics gathered and provided by A3 Immersive Case Study Downtown SF Let’s Glow SF 2023 – YEAR THREE Projection Mapping 6 buildings – 10 nights 18 – Panasonic Projectors 32,000 Lumens apiece Record Breaking 2021 40,000 visitors - $2.1M economic impact on local businesses 2022 51,000 visitors - $3M economic impact 2023 67,000 visitors - $8M economic impact Total Coverage 4 Iconic SF locations covered in projection art from 17 local and international artists (2022) View the Video Metrics gathered and provided by A3 Immersive. Metrics gathered and provided by A3 Immersive. Metrics gathered and provided by A3 Immersive.