CONTRACT 7045 Professional Services AgreementAgreement No. 7045
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
EL SEGUNDO ART WALK, LLC
This AGREEMENT is entered into this 23rd day of July, 2024, by and between the CITY
OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and EL SEGUNDO
ART WALK, LLC, a California limited liability company ("CONSULTANT"). The parties
agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed $12,000 for CONSULTANT's services. CITY may modify this amount
as set forth below. Unless otherwise specified by written amendment to this
Agreement, CITY will pay this sum as specified in the attached Exhibit "A,"
which is incorporated by reference. CITY will pay one-half of the sum, or $6,000,
to CONSULTANT on or before August 1, 2024 and the second -half of the sum,
or $6,000, to CONSULANT on or before September 1, 2024.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which is
incorporated by reference. CONSULTANT will deliver two new augmented
reality murals programmed to the El Segundo Art Map to CITY on or before
August 20, 2024. For purposes of this Section 2, "delivery" of the lenses to the
CITY entails CONSULTANT's creation of the functioning lenses and their
availability online to the public.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the services required of
CONSULTANT by this Agreement.
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3, PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at the time
of performance utilized by persons engaged in providing similar services. CITY will
continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any
deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any
shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne
by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A")
the tasks performed, the percentage of the task completed during the billing period, the
cumulative percentage completed for each task, the total cost of that work during the preceding
billing month and a cumulative cash flow curve showing projected and actual expenditures
versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK. Additional work must be authorized by Amendment to this
Agreement if such additional work requires further compensation from CITY to
CONSULTANT.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
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8. TERM. The term of this Agreement will be from July 1, 2024 through September 1, 2024.
Unless otherwise determined by written amendment between the parties, this Agreement will
terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 16,
9. TIME FOR PERFORMANCE,
A. CONSULTANT will not perform any work under this Agreement until:
i. CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such services are at CONSULTANT's own risk.
10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the contracted
services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48
hours), in writing, of the cause and the extent of the delay and how such delay interferes with the
Agreement's schedule. The Manager will extend the completion time, when appropriate, for the
completion of the contracted services.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibit; this Agreement supersedes
any conflicting provisions.
12. CIFIANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
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Agreement No. 7045
CITY may have under this Agreement or of any cause of action arising from CONSULTANT's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
16. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT's own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, and CONSULTANT will receive just and equitable
compensation for any work satisfactorily completed up to the effective date of
notice of termination, not to exceed the total costs under Section 1(C).
E. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
17.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawing, maps, models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY's
property. CONSULTANT may retain copies of said documents and materials, as desired, but
will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of
CONSULTANT's completed work product, for purposes other than identified in this Agreement,
or use of incomplete work product, is at CITY's own risk.
18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art work,
prepared pursuant to this Agreement will be released by CONSULTANT to any other person or
public without CITY's prior written approval. All press releases, including graphic display
information to be published in newspapers or magazines, will be approved and distributed solely
by CITY, unless otherwise provided by written agreement between the parties.
19. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
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Agreement No. 7045
i. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or
otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions are intended to
be as broad and inclusive as is permitted by the law of the State of California and
will survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 23, and any approval of
said insurance by CITY, are not intended to and will not in any manner limit or
qualify the liabilities and obligations otherwise assumed by CONSULTANT
pursuant to this Agreement, including, without limitation, to the provisions
concerning indemnification.
20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
21.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and the
manner in which it is performed. CONSULTANT will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONSULTANT is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONSULTANT as to the details of doing the work
or to exercise a measure of control over the work means that CONSULTANT will follow the
direction of the CITY as to end results of the work only.
22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free access at
all reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
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CONSULTANT will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
23. INSURANCE,.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
T e of Insurance Limits
Commercial general liability: $1,000,000
Professional liability: $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional insureds"
under said insurance coverage and to state that such insurance will be deemed
"primary" such that any other insurance that may be carried by CITY will be
excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10
11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to reduction except
upon thirty (30) days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
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Agreement No. 7045
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to Section 16.
24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such approval
must approve of the proposed consultant and the terms of compensation.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative description of
progress during the past month for each major task, a description of the work remaining and a
description of the work to be done before the next schedule update.
26. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT:
El Segundo Art Walk, LLC
142 Richmond St.
El Segundo, CA 90245
johnmccu@gmail.com
(213) 804-0044
Attention: John McCullough &
George Renfro
If to CITY:
City of El Segundo
350 Main Street
El Segundo, CA
Attention: Aly Mancini
amancini@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
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Agreement No. 7045
to pay any company or person, other than CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any
other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or
CITY's obligations raider this Agreement.
30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Exhibit, set forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
exprested or implied, oral or written. There is one Exhibit to this Agreement. This Agreement
will bind and inure to the benefit of the parties to this Agreement and any subsequent successors
and assigns.
33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
36. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party is
delivered by electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature
will be treated in all respects as having the same effect as an original signature.
37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
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Agreement No. 7045
38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to the
COVID-19 pandemic, fire, flood, explosion, acts of terrorism, war, embargo, government action,
civil or military authority, the natural elements, or other similar causes beyond the Parties'
reasonable control, then the Agreement will immediately terminate without obligation of either
party to the other.
40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
[Signatures,on next page]
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Agreement No. 7045
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
waWFORRILWE
Di rell George,
City Manager
Aly Manci i.
Recreation erector
A"I,T
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
Joaquh azquez,
Assista t City Attorney
INSLTRNACE APPROVED:
1 nev,4'k i
Risk Manager
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EL SEGUNDO ART WALK, LLC
1" lvirc-e&. 7/26/24
Jo a McCLIflough
Co -Founder
Taxpayer ID No. 83-0683258
Agreement No. 7045
EXHIBIT "A"
SCOPE OF WORK AND BUDGET
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Agreement No. 7045
EL SEGUNDO ART MAP
TEED R EALITY>
PROJECT OUTLINE & DESIGN PLAN
2024
Agreement No. 7045
1 1011 SEGUNDO All: SCOINIE & DESIG1
These new augmented reality (AR) pieces will celebrate a diverse range of public art across the
entire El Segundo community. Projected to launch at the 2024 El Segundo Art Walk, the project
will feature three separate initiatives:
1. Butterfly Mosaic Lens Creation x 1
2. Portals To Memory Mural AR Len x 1
3. Spirit of Aerospace AR Lens x 1
Timeline
The El Segundo Art Walk will do everything in its power to effectively launch all 3 lenses along the
Art Map Web Browser before August 24th.
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31K Subscribers
0 El Segundo, CA, USA
El Segundo is located south of LAX We recommend you come
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throughout the city.
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Agreement No. 7045
IIl rojeutCost: $12,000
See complete invoice in Appendix
A. Design Requirements
- Coding and Scripting
- 31) Modeling / Texturing assets
- 21] Asset Creations
- Animation
- Audio Engineering
- User Experience Testing
- Maintenance and Iteration
Coding and ScripfiiilgRequirements
Functions to allow activation of Landmarks for previewing Lens
Interactions that allows items of interest to activate
- Integration of overlaying videos activating upon special gesture interactions
- Code and Scripts that allow animations to be integrated into the AR experiences
Scripts that activate audio sounds to be implemented upon certain interactions.
- Code interactions on map that leads to more info as well as links for other items of interests,
including other lenses
- Scripts that allow manipulation of lenses through touch and gesture control of rotational and
translation of axis
- Integration of outside websites being able to call upon lenses and its features through their own
sites.
- Set up framework for future implementations of compass features in map
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Agreement No. 7045
Modeling and Texturing
- Buildings and Landmarks
- Vehicles
- Animals
- Trees
- City landscape
- Pins
- Natural resources
- Props
- Points of interest
20 Asset Creations
- Images created through manipulation
softwares
- Image color balance of retrieved
resources
- Interactions through touch points
- Informational cards
- Background videos manipulated to show
movement
Main eimi ce and lter i iiiii
- Features and fixes needed to be made to
increase overall experience
- Updates on lenses due to tech advance
- Version Control Databases
!t
Animations
- Buildings and Landmarks
- Vehicles
- Animals
- Natural Resources
- Props
- Videos and Images
- Points of interests
- City Landscapes
- Informational Assets
Audio En.fineeinr' n
- Sound effects for points of interest
- Videos
- Environmental and background music
- Mastering overall audio
User Experience ce Testing
- Prototype mid to high fidelity lens for
third party testing
- Create different versions for multiple
iterations
- Test technological feasibility on different
devices
- Test usability of lenses for easy
understanding of functions
Agreement No. 7045
B. Design Details & LiMilatia.n
Including Future Pul'illic Art in he FISagando Art, Map
The current scope of work is for 2024 Public Art only. There will be an additional cost to
incorporate any New Public Art into the El Segundo Art Map. The cost to add new art to the El
Segundo Art Map will be a minimum of $800 and will be based on an hourly rate of $100 per hour.
Scope includes: pin marker, pictures of the art, and art information.
2024 Mahttanaiiice
All maintenance for the 3 AR Lenses is included in the agreement with Reality Experience Design.
The specific time period will be back dated July 1, 2024 and extend till July 1, 2025.
ant dilly iCosts
All 3 lenses will live on the SNAP platform. We do not foresee any short term updates needed to
operate effectively on the SNAP platform.
Future I enes -, AR Public Art
The cost for AR Lens design is directly related to the types of features and augmentation included
in the design. As of July 2023, AR Lenses for public art start at $3500 and range to $12,000
provided by Reality Experience Design. Prices are subject to change and proposals will be
submitted on a project by project basis.
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Agreement No. 7045
To: Monse Palacios
Sr. Administrative Analyst & Billing
Date:7/11/24
Part (1) of (2)
To The City of El Segundo,
This letter is intended to serve as documentation for El Segundo Art Walk LLC to bill for 50% of
the contracted AR allowance of 12,000 to be ($6,000.00)
The following documents has been sent to the City:
a. Completed and Approved Insurance naming the City of El Segundo additionally insured
El Segundo Art Walk LLC information:
EIN: 87-1710539
Address: 142 RICHMOND ST El Segundo CA 90245
213.804.0044
File Constructed b :
John McCullough
Producer / Co-owner
213.8004.0044
elsegundoartwalk@gmail.com