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23-010 Balance Studios, Inc for Augmented Reality McClellan Ranch
Augmented Reality McClellan Ranch Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Balance Studios, Inc. (“Contractor”), a Corporation for Augmented Reality McClellan Ranch, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on July 31, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by July 31, 2025. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $40,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending Augmented Reality McClellan Ranch Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisi tion relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal t ime off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential info rmation owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Augmented Reality McClellan Ranch Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Augmented Reality McClellan Ranch Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees , agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in Augmented Reality McClellan Ranch Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Augmented Reality McClellan Ranch Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Teri Gerhardt as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Heidi Klessig as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Augmented Reality McClellan Ranch Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Augmented Reality McClellan Ranch Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave., Cupertino, CA 95014 Attention: Teri Gerhardt Email: terig@Cupertino.org To Contractor: Balance Studios, Inc. 2200 Dickinson Rd., Bldg. 1 De Pere, WI 54115 Attention: Heidi Klessig Email: heidi@balancestudios.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Tina J Lutz Tina J Lutz Vice President Feb 9, 2023 Teri Gerhardt GIS Manager Feb 9, 2023 Augmented Reality McClellan Ranch Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Feb 9, 2023 1 The City of Cupertino McClellan Ranch Augmented Reality Application Proposal Document Revised: December 15, 2022 Original Submission: December 9, 2022 Adam Araza Business Systems Analyst – GIS City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 408-777-3210 AdamA@Cupertino.org Heidi A. Klessig New Media Producer Balance Studios, Inc. 2200 Dickinson Road - Building 1 De Pere, WI 54115 920-433-9770 Heidi@BalanceStudios.com EXHIBIT A 2 Dear Adam, We’re pleased to present the enclosed information highlighting our capabilities, experience, and project approach to develop and produce the Augmented Reality Tour for McClellan Ranch. Our past work experience and skilled project team make us an excellent fit for the work you have outlined in your RFP. Balance Digital Media Studios (Balance) brings over twenty years of experience in the development of engaging digital interactive experiences to your project. Our company has a long-standing track record of working collaboratively with global project teams in a spirit of true partnership to successfully deliver powerful and effective media driven learning engagements. Key elements of our RFQ response will illustrate: The Balance team has broad experience managing both the creative and technical elements of complex experiential design and production projects. We understand the development process from the earliest stages of creative ideation through concepting, pre-production, prototyping, production, testing and final implementation. Our holistic understanding of the entire process allows us to work in close collaboration with clients to advocate for smart and effective solutions that are driven by project goals and objectives. We bring experience in the development of compelling user experiences across nearly every form of mobile, online and physical world interaction. From gesture-recognition interfaces, mobile apps, immersive projection technologies, linear motion media, animation, virtual reality, augmented reality and mixed reality experiences to single-touch and multi-touch interactives, educational games, and complex content management systems, we have one of the most experienced program development teams in the industry. Our broad experience allows us to provide our clients the most up-to-date and informed perspectives on available technology alternatives. Augmented Reality is truly a Balance Studios sweet spot. With the combination of our animation, interactive and motion media divisions, we are uniquely qualified to deliver top tier applications that combine new emerging interactive technologies with entertaining, educational and relevant content. With this ‘perfect storm’ of technology, know-how and creativity, we are confident that we are the ideal partner for this project. Thank you in advance for your time and evaluation. Please feel free to contact me at the studio, 920.433.9770, or email me with any questions or further clarifications; otherwise, I will be in touch next week for confirmation of receipt and to answer any preliminary questions. We are excited to hear from you soon! With Warmest Regards, Heidi A. Klessig New Media Producer Balance Studios, Inc 3 Project Synopsis: The City of Cupertino (Cupertino) is partnership with the Audubon Society, Master Garderners, Grassroots Ecology, 4H and the Historical Sociey are looking to create an augmented reality (AR) application to educate residents and visitors about the McClellan Ranch and the initatives at the nature preserve. The proposal is broken up in the following sections: Company Profile McClellan Ranch Augmented Reality Application Project Samples Balance Studios’ Approach to Interactive Development Team Leads Project Budget Company Profile: 21 years ago, our team embarked on a digital journey, introducing Balance Studios to the international creative community. Starting at the cusp of the technology explosion has allowed us to stay at the fore-front of the technological evolution, implementing the belief in life-long learning. Our diverse and unique clients, combined with our continuous travel, education, and certifications ensures the most up to date ideas, concepts and technologies are presented, working to bring stories to life in the best solution possible for the exhibition. Our team is able to complete complex and comprehensive exhibitions, because of our turn-key, in-house team. Advanced Interactive – Every form of mobile, online, and physical world interaction, from multi- gestural screens, apps, projection technology, and augmented and mixed reality experiences, to touch-screens, educational games, content management systems, and more. Animation & Visual FX – With our host of abilities running the spectrum from animated short stories and museum exhibits to augmented reality and mobile experiences. Our team can span 3D, traditional 2D, and "tradigital" styles such as our own unique “Snippets” – we are equipped to bring *anything* to life! Motion Media – Full digital film and video production capabilities for oral histories, immersive theaters, documentaries, and welcome videos, plus so much more. 4 Emerging Technologies – Augmented Reality (AR), Virtual Reality (VR), and Mixed Reality (MR) are the almost fantastical, fusion of our experience, knowledge, and continued education in design, brand, animation, coding in multiple disciplines, mobile environments, and gaming. These new technologies are taking the world by storm with almost unlimited potential in areas such as: gaming, entertainment, museums, books, marketing, education, sales, brand extensions, industrial, and the medical environments. McClellan Ranch Augmented Reality Application: User Experience: Visitors to McClellan Ranch download the application from the iTunes Store or Google Play Store. Upon opening the application, they are encouraged to visit six locations at McClellan Ranch to activate additional content using the “magical looking glass” on their mobile devices. Upon opening the app, the visitor is instructed to select a language: English, Hindu or Mandarin to begin the experience. Once accepting location services, the visitor is able to utilize a map to see the experience locations and when they are close to a location, an alert appears to let the visitor know to activate the augmented reality. Throughout the application, Cooper will act as a tour guide to instruct visitors on interactivity and content at each location. All experiences contain text and audio description in the language selected. The six locations and experiences are: Enivironmental Education Center – Vistors activate a welcome/introduction greeting Cooper in augmented reality space. *Note: Signage at the Educational Center encourages visitors to download the application. Bee Experience – Cooper is looking up at a swarm of bees migrating from one hive to another appear in Augmented Reality space teaching visitors about the bee apiary. At anytime, the visitor is able to read text on-screen or listen to the audio description. Community Garden – Cooper is teaching visitors about crops grown in warm and cool climates. Visitors are able to select the climate and see how the crops change, as well as the guards used to keep pests out. *Note: Each season contains one crop (3D), one crop box (3D), one pest guard (3D), and one pest (2D). At anytime, the visitor is able to read text on-screen or listen to the audio description. Bird Experience – Cooper introduces visitors a bird that is popular at the McClellan Ranch. The 3D bird appears in augmented reality space and rotate the bird around using on-screen controls. Hot spots are avalabile to learn more about that bird. At anytime, the visitor is able to read text on-screen or listen to the audio description. 5 Creek Experience – Visitors are able to see Cooper standing next to the creek flowing with 2D water in augmented reality space. Visitors are able to play a short game, such as a matching game or trivia, about the animals that use the creek, such as the steelhead trout, using text and images on screen. *Note: Up to four 2D animals are featured at the creek. At anytime, the visitor is able to read text on-screen or listen to the audio description. Restoration Efforts – Cooper showcases before, after and future photos of the meadow. Visitors can learn about different plants that are native to the meadow area, such as the thistle using text and images on screen. At anytime, the visitor is able to read text on-screen or listen to the audio description. The visitor is able to see which locations they have already visited by the map pushpins changing colors. In addition to being able to access the experiences on-site, the experiences will be available for visitors after they leave, including teachers to utlize in their classrooms. Responsibilities: Balance is Responsible for: Design & Functionality Definition Documentation: Balance Studios 5 Phase Pre-Production Development: *Please see the document describing the pre-production process: https://www.dropbox.com/s/m4zm8wx93zjptd4/BalanceStudios_FivePhasedApproach.pdf?dl=0 o Production Schedule o Content Plan of Elements o Mindmaps & Flow Charts (as applicable) o Wireframes with Functionality Definition o GUI (Graphical User Interface) Design Concept o Technical Specifications 3D Asset Creation – Modeling, Texturing, Animation (as applicable) o AR Menu & Buttons o 1 Bird o Bees & Hives o 2 Crops o 2 Garden/Pest Boxes 2D Asset Creation – Modeling, Texturing & Animation (as applicable) o Creek & Water o 4 Creek Animals 6 o 2 Pests Cooper Animation Injection Full GUI Design Application o Full Design Integration o Application Programming o Sound Design Integration o Application Testing Submission to iTunes Store & Google Play Cupertino is Responsible for: Providing application assets as needed, including but not limited to: o Cupertino branding information o Text and voice over content for all 6 locations in 3 languages o Mapbox account/map o Application content in 3 languages (text, image captions, etc.) Purchase AR License (if applicable) Working with Balance’s AR design team to understand what constitutes a quality, stable AR tracking and activation. For the timely delivery and approvals of project elements as defined in the production schedule. Reviews & Approvals of Applications Assets. Agrees to the number of reviews/revisions and understands there will be additional fees for additional change request. Aiding in the application testing phases. Approvals: Approvals by phases are an integral step in order to maintain budgets and timeline. After these approvals have been made by Cupertino, any changes thereafter will call for a change order with a re-examination of the time, resources, and associated costs necessary to accommodate the requested change. *Note: Due to the process of AR App development, reviews and approval will be ongoing with Balance providing as much notice as possible prior to each needed review. Proposal Document Design & Functionality Specifications Documentation - Balance Studios 5 Phase Pre- Production Development 7 o Development production schedule o Mind maps & flow chart (3 rounds of revisions) o Wireframes with functionality definition (3 rounds of revisions) o GUI concept design (3 rounds of revisions) o Technology definition o Final technical specifications Final GUI Design (3 rounds of revisions) Storyboards (3 rounds of revisions) 3D Asset Creation (3 rounds per asset) 2D Asset Creation (3 rounds per asset) Prototype/Alpha test with dummy assets for functionality and testing (3 rounds of revisions) Beta testing (3 rounds of revisions) Final testing (3 rounds of revisions) Gold build submitted to iTunes Store & Google Play 8 Balance Studios Augmented Reality Examples Montage: 9 Representative Project Samples: Below are specific projects demonstrating Balance Studios work with Augmented Reality mobile applications and 3D animation. Cupertino ARTour Augmented Reality Application: The City of Cupertino, California, known as the headquarters of technology giants like Apple, is a beautiful, thriving community with many natural public spaces and historic parks. Many of the largest tech companies in the world (including Google, Intel, Adobe, Facebook, and Netflix) are headquartered within ten miles of the Cupertino City limits. It makes sense that a community so rich in high tech talent would pursue a mobile application to connect visitors with the many beautiful and historic spaces located there. But who would Cupertino select to develop a fun and intuitive mobile app, powered by Augmented Reality? The City of Cupertino pursued several media development teams for the creation of their Parks Walk AR mobile application. Drawing on expertise in Silicon Valley and elsewhere, the city examined a variety of possible technology partners for the project. Based upon our experience and past work, Cupertino selected Balance Studios to develop their app! We designed and implemented an augmented reality (AR) application to guide visitors through a fun and educational activity featuring public art in the city. Our team developed a mobile application using Augmented Reality (AR) to provide an interactive art walk, highlighting 15 artworks across the city. Users choose between three different languages—English, Hindi or Mandarin, and users activate the AR program by pointing their phone at uniquely designed plaques placed near each featured public art piece. The application opens with a map of Cupertino, identifying the featured works in the Art Walk and providing navigational support to each location. Augmented Reality content then appears in the form of a text and images in AR space. Spoken text supplements the onscreen text and supports the application’s use by hearing-impaired users. Content for each work of art includes: Details about each specific work of art Information about the artist Additional works by the artist 10 To make the experience more fun and provide ease of use, our team created a 3D animated character named Cooper, who serves as Cupertino’s robot mascot, to provide added guidance to users of the application. Cooper is a delightful, whimsical character who supports the user’s engagement with artworks featured in the program. You can even dance with him! Reference: Teri Gerhardt GIS Manager - Innovation Technology City of Cupertino TeriG@Cupertino.org 408-777-3311 Japanese Tea Garden - Augmented Reality Mobile Application: The San Antonio Parks Foundation, which operates the Japanese Tea Garden, was searching for an innovative way to entertain and inform the thousands who visit the gardens each year. The site features a lush year-round garden and a floral display with shaded walkways, stone bridges, a 60-foot waterfall and ponds filled with Koi. Traditional outdoor signage solutions were considered, but the team felt that additional signage could distract from the beautiful and tranquil atmosphere of the garden. Instead, they decided to develop a mobile application to tell the story of the gardens. Texas media firm Geomedia, working with the San Antonio Parks Foundation, came to Balance Studios to develop an immersive mobile application to help visitors explore this popular attraction. Our team created a fun, easy to use mobile app, driven by Augmented Reality (AR) technology that give visitors an opportunity to explore the past and present of the historic gardens, and create 3D AR koi, a flying dragon, and water lilies they can drop into the virtual environment, all with a touch of their smartphone! Highlights of the AR-driven mobile application include: 11 The Torii Gate: As they approach the magnificent Torii Gate, visitors can bring up a 3D image of the Gate on their phone. The application tells the story of the significance of the Torii Gate in Japanese culture (it serves as a boundary between a sacred space and the mundane human world) and explains the name changes on the Gate over the years. Originally, the Gate included the name “Japanese Tea Garden”, but the name was changed to “Chinese Tea Garden” at the start of World War II when anti-Japanese sentiments arose in the county. Visitors can change the name on the 3D image of the Gate back to “Japanese Tea Garden” with a single swipe across their phone. Dragon Photo Opp: At the Dragon Bridge, visitors can capture a photo of Kokoro, the Japanese tea gardens’ resident flying dragon. Visitors use the AR application to make the VR dragon swirl through the air around the garden, then land for a photo that visitors can capture, keep, and share on social media. Coloring Koi Fish: Visitors add colors to their own custom Koi fish, then cast their animated creations into the pond below. Virtual Jigsaw Puzzle: The visitor line their camera up to a specific spot in the Garden Overlook B. Once lining up their camera, they can create a vintage view of the garden overlook by assembling a 15-piece jigsaw puzzle. When the pieces are assembled, the vintage view overlays the real-world view. Placing Water Lilies: By simply tapping the button on their phone, visitors can point their camera at the pond and with a second tap place 3D water lilies into the pond. Jingu Family Tea Ceremony: Teatime! When visitors enter the Jingu House restaurant and scan an image target on an empty table, the AR application brings up a 3D tea set on the tabletop. Visitors can switch between 3 different historic tea sets displayed on the tabletop. Visitors can also use their smartphone to scroll through historic photos and captions that explore the importance of the Japanese Tea ceremony, including a brief history of the Jingu Family, the original caretakers of the Tea Garden. Reference: Murray Breit Director Geomedia Murray@Geomedia.com 210-386-4700 12 Riveredge Nature Center - Maple Sugaring Augmented Reality Application: *Please view a video here: http://balancestudios.com/exhibitions/exhibition.aspx?id=160&cid=101&cat=1 Since 1968, the Riveredge Nature Center has been an incredible environmental education space and sanctuary, offering 379 acres of a “learning laboratory.” To continue offering incredible educational opportunities, the nature center looked to Balance Studios to create an augmented reality (AR) app that highlighted the seasonal changes of the maple sugar tree. Visitors can activate the Maple Sugar AR App anywhere by spreading their soil to scan the environment and then tapping to activate the tree. They watch as a life-size tree grows in front of their eyes in photo-real 3D. From there they can select a season or to explore the features of the trees. Animations educate how the tree’s intricate inner workings keep these beautiful trees alive throughout each season. Reference: Carly Hintz Former Director of Education Riveredge Nature Center Carlyjohintz@Gmail.com 262-206-0238 13 Assumptions: *The estimated time and resources are based on the following assumptions & criteria: Global Project Development Assumption: The specific interface design, user experience, and technical specifications for the Mobile Application will be clearly defined as we work through the 5 Phased Approach to Successful Project Development to create the final Design & Functionality Specifications Documentation (the project blueprint). A production schedule with key milestones and delivery dates will be created post kick-off meeting. If timelines or deadlines are missed, the delivery date cannot be guaranteed and the project cost may be re-evaluated Main Contact for Cupertino for communication, coordination, rev iew comments and final approvals. Cupertino: Adam Araza Due to the nature of application development and the speed of technologies evolution, Balance Studios is not responsible for bugs, incompatibilities, or changes in functionality due to unforeseen future upgrades to OSs, plug-ins, third party application integrations or other new technologies after the launch date. If these occurrences arise, a new project scope defining costs and timelines will be submitted. Due to the process of App development, reviews and approval will be ongoing with Balance providing as much notice as possible. Technical Specifications: Balance to create the AR experience per the description found at the beginning of this document and the future clarification/definition defined during the final creative sessions and specification documentation. GUI Orientation is TBD. The AR experience assets will be ‘baked’ into the App. Wi-Fi is needed for initial download of the final App if size is over 100mb. App deployed to iTunes and Google Play Stores using the Cupertino developer account. Important Note Regarding iTunes and Google Play App Stores: o Once the App has been approved by Cupertino and Balance has deployed the app to iTunes and Google Play App stores, the review and approval time lies with the App Store review team. o Balance is not liable for delays or missed event dates due to the App Store review turnaround time. o If the App store rejects the app, Balance will: Work with Cupertino to correct the reason for rejection as quickly as possible. If additional costs are deemed necessary to correct the rejection – Balance and Cupertino will discuss with a Change Order submission as an end result. 14 Balance Studios’ Approach to Interactive Development: Collaboration Approach: After reviewing the information presented in the RFP documents provided, we are hoping to approach the media development as a true collaborative partnership. As we are experts in our creative, technology, and integration of multi-media assets into fused media platform environments, you are the experts in your story and your visitors. Our combined efforts are essential in designing unforgettable media experiences. Philosophy & Approach to Account & Project Management: Relationships and Communication go hand-in-hand. We have dedicated Account Execs and Project Managers who work closely with you to understand your organization, your organization’s processes, and point of reference for success, failure, and expectations. It is our obligation to consistently and continuously provide unparalleled customer service by always understanding your goals and objectives, then recommending and implementing the best plan and strategy, and most of all, ensuring there are no surprises or miscommunications throughout the project development. Even though we strive to streamline Device & Platform Specification: *Note: This is a mobile phone and tablet App. Specific device will be determined during the kick-off meeting. Android: OS version: Snow Cone 12.x Phone Device Listing - Optimized For: Samsung Galaxy (2020-2022) models Google Pixel (2020-2022 models) Tablet Device Listing - Optimized For: Samsung Galaxy Tab (2020-2022 models) Amazon Fire (2020-2022 models) iOS: OS version: iOS 16.x Phone Device Listing - Optimized For: iPhone 11 iPhone 11 Pro iPhone 11 Pro Max Phone 12 iPhone 12 Pro iPhone 12 Pro Max iPhone 13 iPhone 13 Pro iPhone 13 Pro Max iPhone 14 iPhone 14 Plus iPhone 14 Pro iPhone 14 Pro Max Tablet Device Listing - Optimized For: iPad (tenth generation) iPad Air (5th generation) iPad Pro 11" (4th generation) iPad Pro 12.9" (sixth generation) 15 processes and communication, technology will never completely replace one-on-one and personal communications. We have and continue to value relationships as the greatest asset to the creative and technology industries. Our long-lasting and global client base is a testament to our ability to understand and clearly interpret the individual business, design, and technology needs of our customers’ industries. Project Communication: Constant and unquestionable communication is a key component of your project’s Discovery & Clarification, Design & Functionality Development, Testing Phases, and Post-Launch Evaluations. In order to ensure clear and organized communication throughout the entire project development, we typically employ the following techniques but will work with your team to design the best communication strategy: o Weekly Telephone Calls o Video Conferencing o Email Correspondence Development Process: Balance Studios will implement a five-step development approach to ensure the augmented reality application is clearly defined, expectations are met, budgets are maintained, milestones and delivery dates are met, and that the Balance and the Cupertino teams are on the ‘same page’ during the collaborative development process. Step 1: Ideation and Specification: This is the first step of the collaborative process is where both teams meet to brainstorm and discuss the augmented reality application, understand and evaluate the content and information, understand the audience, define expectations, evaluate other potential multi-media needs or uses, discuss timelines and production schedules, and define the concept including preliminary discussions regarding the features, storyboards/GUI designs, user-experience, and software needs. During this meeting, a weekly production meeting will be established for the team. Step 2: Pre-Production: Interactive Design and Specifications Documentation (Project Blueprint): This document is often referred to as the project blueprint that completely defines the augmented reality application, architecture and functionality prior to moving on to the development. *Please see our Balance Studios Five-Phased Approach to Successful Project Development found here. This document walks you through the pre-production elements of clarifying the project details. https://www.dropbox.com/s/m4zm8wx93zjptd4/BalanceStudios_FivePhasedApproach.pdf?dl=0 During this step, we work together to clearly define and design the details of application including, but not limited to: wireframes, GUI (Graphical User Interface) design, user experience & performance requirements, storyboards, technical specifications, API requirements, and full production schedule. EXHIBIT B 16 As Balance works on the storyboards, GUI, wireframes, user experience definition, concept art, etc., the Cupertino team will be reviewing the Design & Specifications Documents and content elements as they are complete and provide any feedback. Step 2 deliverables include: flow charts/site maps as applicable, storyboards/wireframes, GUI design comp concepts, final design, full functionality and user experience definition, technology specification, software integration. This is the final approval and sign-off to move forward with the full development for the application. Step 3: Production: Development, Intermittent Prototypes, Alpha Testing: After the Cupertino team approves the Design & Specifications Document, Balance has an internal kick- off meeting with the full development team. The Design & Specifications Document and project details are reviewed, including the production schedule, milestones, and quality control standards and testing plans are established. Throughout the development process, Balance’s dedicated Cupertino team has daily internal meetings for status updates, question and answer sessions, goal, and milestone reviews. As importantly, the Balance Project Manager is in continual contact with the Cupertino team providing status reports, hosting weekly calls and providing call summary notes with completed items and action next steps, alerting of upcoming milestones for reviews and approvals and is available anytime for questions or concerns. As per scheduled milestones, internal Alpha-Testing occurs throughout the production to validate correct content, functionality, connectivity, intended user-experience, and to ensure any of the identified potential risk are recognized and thwarted. Balance will also provide prototype/alpha tests to Cupertino for their internal and group testing. The prototype/alpha tests will be used to test out functionality and may use “dummy assets,” such as temporary assets. Step 4: Post Production & Testing: Beta-Testing, Final Testing, Installation & Testing: Balance adheres to a very thorough application testing process with our clients. Internal Beta-Testing - Once the augmented reality application is completed; the development team tests the application and then turns it over to the project manager for additional testing. A “beta testing” form is submitted after the beta-testing period with a comprehensive list of “bugs”. The development team fixes the “bugs” and the testing process begins again. This process continues until the application meets the criteria stated in the approved design and specification document. The Creative Director reviews the design and functionality to ensure the established design and user standards are in place. Cupetino Beta-Testing - Once the internal team verifies all aspects of the design and specifications document have been completed and tested; the application is set up on a test platform and presented to the Cupertino team for review and testing. Balance provides a test document, ensures version control, and confirms the beta-test platform and the testing schedule. During the beta test timeframe, the Cupertino team is asked to have one representative compile a comprehensive list of “bugs” to Balance. The development team fixes the “bugs” and the testing process begins again until the application is functioning as specified and to the Cupertino team’s expectations. 17 Gold Build Testing - Once the final application is approved, the Balance team will submit the applications to iTunes and Google Play stores and provide the final source code to Cupertino. If Cupertino would like, Balance can provide a cost estimate and support for technical training, Q&A sessions, helpdesk support and additional development. Step 5: Service Level Agreement (SLA) & Ongoing Support: As the ongoing support needs vary widely, Balance will work with the Cupertino team on a customized plan that will best support the experience after the maintenance period. Production Schedule: Balance Studios is able to begin the project development as soon as the development is approved. At that time, a specific production schedule will be implemented. Application launch prior to May 30, 2023. Team Leads: Darren will serve as the senior creative contact for your project. He will lead the design development process and will work directly with your team and the Balance team in the concepting, development, and production of creative content. Equal parts artist, inventor, mechanic, and visionary, Darren Lutz has stood at the vanguard of his own digital revolution for nearly thirty years. Prolific and passionate about fueling his appetite for knowledge and artistic expression, Lutz co-founded Balance Studios with a simple mission—to apply his unique creative flair and technological prowess to fuel next-generation storytelling to educate and entertain. His insatiable appetite for knowledge and his love for edu-tainment (educational entertainment) are reflected in the nuances and communication of his art. His work is founded on a life's journey that has created professional and personal relationships around the world, continually fueling his leading-edge innovation. Darren has conceptualized and designed interactive experiences for countless institutions, including the Smithsonian, Newseum, Museum of Science and Industry, and the Abraham Lincoln Presidential Museum to name a few. His passion for immersive storytelling has helped teach visitors around the world about English, Omani History, Les Paul, and even cheese. 18 Beginning his career in commercial animation during the early 1990s, Lutz conceptualized and developed clay animation, cel animation and stop motion animation for TV commercials, film and interactive CD- ROMs for clients such as Disney, Pacific Bell and Cartoon Network, first for his own production company, Phantasy Lab Productions, and later as lead animator and general manager of John Lemmon Films. Returning to hometown Green Bay, WI, Darren helped a local animation and broadcast production company triple in size and earn dozens of local, regional and national awards for animation, visual FX and broadcast. In 2001, he partnered with his wife Tina to launch Balance Studios, initiating nearly two decades of growth by attracting a national and international clientele with award-winning cross-platform media solutions that span the worlds of storytelling via animation, web, mobile, software, interactive exhibit and more. Today, Darren leads Balance Studios in reshaping the educational world by using Augmented Reality, Virtual Reality, Projection Technology, and other emerging technologies to transform traditionally static exhibitions into immersive experiences. Working in partnership with the Balance team and key client partners, Heidi will lead the production team in the development of work scope, budgets and project schedules, while supporting the contracting process to deliver a clear and concise road map for the overall project. With over 16 years of experience producing digital media engagements at Balance, Heidi utilizes a broad set of skills to help develop powerful stories that grow from her work effectively connecting client teams with the team at Balance. Innately curious with an inherent quest for knowledge, Heidi focuses on creative storytelling through a digital lens. Letting the story drive what new media can do rather than force fitting experiences into a new media environment, she excels in finding the perfect media to tell compelling educational stories in ways that connect with audiences. Though her passion for discovering new concepts or technologies in the interactive realm she often brings new ideas into projects to create a unique guest experience. She has supported the development of a broad range of interactive media projects, including websites, mobile apps, touch-screen experiences, augmented reality, mixed reality, and virtual reality experiences, multi-gestural technology, and sensor-based experiences. Heidi shines in making complicated, advanced technology projects fun and relatable for our clients. Specializing in user experience, usability and functionality, interactive technologies, new-and-upcoming 19 technologies, project management, content wrangling, and production, Heidi oversees complex multimedia exhibits from ideation through installation. Heidi has fostered a long-term relationship with numerous museums and institutions, helping them bring exhibition topics and stories to life. Her outgoing and charismatic personality is a cornerstone of our team’s ability to build successful client relationships. As a producer, Heidi excels in working with both the production team and clients on a day- to-day basis making sure communication and production stay on schedule. That role also includes client relations and regular communication which ensures the client is involved and understands every step of the project. Scott will serve as the primary day-to-day contact with the client team. He will lead client development and production meetings and manage a broad range of client engagements, working in coordination with our team. With a unique blend of creative and practical skills, Scott works with the internal team, project partners, and client team for all project coordination needs, and provides the creative team support in the design of unique user experiences. His Zen-like manner helps him to serve as a highly effective collaborator with both the client and production teams. He is central to our development and production process, supporting asset organization and acquisition, production scheduling coordinating meetings, phone calls, budgets, project communications and training. Scott’s motto is never settle for less. Whether that’s in pushing his mind with reading about upcoming technologies, exploring new ways to incorporate gaming into educational experiences, or pushing the team to present a seamless experience to our clients, Scott creates opportunities for every member of the team to excel. He encourages everyone to learn, absorb, and experience everything and has a limitless view of what can be learned. He approaches all projects with creative problem solving and fun, inspiring the team to work smarter to produce the best possible experiences. 20 Brett will be the main point of content for the developers and designers working hand in hand to bring the augmented reality applicatioe to life. Over 16 years of experience at Balance, Brett is a key member of the Balance team who has helped create a working environment for interactive designers and developers which fosters creativity and nurtures new ideas. Brett has extensive knowledge in producing multi-platform interactive applications combining traditional concepts and technologies with the foremost emerging technologies – such as API integration, augmented and mixed reality, beacon, sensor and projection technologies. For nearly two decades, he has drove the evolution of web from the early stages of rich media internet applications to responsive web-based applications that function across multiple platforms and devices. This experience was a strong foundation leading Brett on an intense exploration of new development technologies. He has built complex interactive experiences for leading educational entities including the Smithsonian Institution, The Field Museum, and the Abraham Lincoln Library and Museum. Brett leverages his broad skillset of multi-language programming to apply the best possible combination of logic and design to develop the architecture of virtually any interactive application. Whether authoring a web driven application or developing a software application, he understands the goals set out beforehand and architects the development pipeline to produce an exceptional educational experience. To round out this extensive background, he also builds and maintains secure databases, pulls in information from existing ones through API’s, or can write the needed APIs for integration. One of Brett’s most notable skillsets is his ability to bridge the gap between creative artists and programmers, acting as a conduit for creativity to flow between the teams while maintaining a high level of logic and order. He continues to push the boundaries of what is achievable in the interactive world to present user-friendly, beautiful application to a global audience. 21 Eric will be the lead developer, working with other members of our development team to execute the augmented reality application. Eric’s expertise and versatile capabilities combine 8 years of experience at Balance, ranging from animation to character rigging to the development of complex scripting, control systems, coding, and advanced interactive technology. One key aspect of Eric’s experience is developing entertaining and educational game experiences for interactives. Eric’s background in calculus and computer science, as well as his in-depth work in both animation and development, lends itself to a seamless merger of artistic and technical components. His passion to learn new software and procedure has made a direct impact on the progressive technologies including Balance’s proprietary technologies such as DigiPucks, Augmented ARtwork, and ARena™. Using his experience in animation, gaming and high-end development, Eric is able to bring visitors into virtual worlds, such as the Red Sea, the EAA (an aircraft museum) and BounceU’s Imagination Zone, to learn and explore. John will work with the animation team on creating 3D assets on your project. With more than 15 years as an animator and motion graphics artist at Balance, John is skilled in a variety of creative media. Specializing in character and concept design, character modeling, storyboard creation, 2D illustration, and animation as well as traditional animation techniques, his hand has brought a myriad of characters and virtual worlds to realization. 22 John works directly with the Creative Director to create assets optimized for projects utilizing a variety of technologies. He continues to search out new or improved technologies to increase efficiencies and provide the best creative solutions to projects. With an eye for design and the power to create, John is driven by his passion for storytelling and love of creating entire worlds out of even the smallest idea. Coupled with his eagerness to explore new animation and motion graphics techniques, he is a pivotal leader in within the animation and motion graphic teams. Project Budget: General Development Needs & Administration: Internal and Client Meetings Project Management, Coordination & Clarification Application Design & Development: Design & Functionality Specification Documentation GUI Layout & Styling 3D Asset Creation All Integrated Programming Alpha & Beta Testing Instruction Manual & Training Compiling and delivering all project code and assets Application Design & Development: $40,000.00 EXHIBIT C 23 Standard Payment Schedule & Terms: Standard Payment Terms: Down payment is due prior to the project kick-off meeting Payment Terms: Net-30 for invoices submitted after Invoice 1. Invoices are submitted via email from AccountsPayable@BalanceStudios.com Payments are accepted by check to 2200 Dickinson Road, Bldg 1, De Pere, WI 54115 Invoice 1 – $13,333.33, due upon Design & Specifciations Document submission Invoice 2 - $13,333.33, due on at alpha test Invoice 3 - $13,333.33, due on app approval for submission to iTunes and Google Play WE WOULD LOVE THE OPPORTUNITY TO WORK WITH YOU! Signature of Commitment *By signing below, the City of Cupertino is providing approval for the preliminary services and estimate as specified in this proposal, the selection of Balance Studios, Inc. as its McClellan Ranch Augmented Reality Experience partner, and are ready to move into the project execution phases. This proposal is good for 30 days. Please call Heidi Klessig at 920-433-9770 if there are any questions, needed revisions or modifications. Balance Studios: City of Cupertino: By: By:_____________________________ Its: Vice President Its: _____________________________ Date: December 15, 2022 Date:____________________________ GIS Manager Feb 9, 2023 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 01/25/2023 Alliance Insurance Centers LLC 3138 Market Street Green Bay WI 54304 Jennifer Vanlieshout (920) 330-9000 (920) 330-9001 jvanlieshout@allianceinsurancecenters.com Balance Studios, Inc 2200 Dickinson Rd Building 1 De Pere WI 54115 Hartford Insurance Apogee Insurance Group 22/23 Cert List A Y Y 83SBAIK0498 03/01/2022 03/01/2023 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A 83SBAIK0498 03/01/2022 03/01/2023 1,000,000 A 10,000 83SBAIK0498 03/01/2022 03/01/2023 1,000,000 1,000,000 A Y 83WECII7258 03/01/2022 03/01/2023 500,000 500,000 500,000 B Professional Liability WG00001372AD 07/10/2022 07/10/2023 Each Occurrence 2,000,000 Policy Aggregate 2,000,000 City of Cupertino and those entities not specifically named but included/required within the signed contracts are hereby listed as an additional insured under the general liability policy, primary and non-contributory, as respects to work performed by the named insured, subject to the policy language, forms, conditions and exclusions. A General Liability Waiver and Workers’ Compensation Waiver of Subrogation have been added in favor of City of Cupertino and those entities not specifically named but included/required within the signed contracts. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Balance Studios, Inc 00035329 Alliance Insurance Centers LLC 25 Certificate of Liability Insurance Umbrella is following form Should any of the aforementioned described policies be cancelled before the expiration date thereof, the issuing insurer will endeavor to mail 30 days written notice to the named certificate holder, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: The City of Cupertino 10300 Torre Ave Cupertino, CA 95014 83SBAIK0498 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY ^ _WC 000313 _(EcU)4j}4^ WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in Ihe Schedule; (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule We will not enforce our right against any person or organization with whom you have a written contract or agreement which you are required to waiver rights of recovery under the policy. We will not enforce our right against any other person or organization named in these contracts or agreements which you are also required to waiver rights of recovery. Such a contract or agreement must have been executed prior to the occurrence causing the injury or damage. An entity meeting these requirements does not have to be named in the schedule for the waiver to apply. WC 00 03 13(0484) Page 1 of 1 Copyright 1983, National Council on Compensation Insurance, Inc. Augmented Reality McClellan Ranch Final Audit Report 2023-02-09 Created:2023-02-08 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAMyqiTIDIaxVsko-4Op0YwELkAxP9CJYg "Augmented Reality McClellan Ranch" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-02-08 - 10:32:33 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2023-02-08 - 10:42:53 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2023-02-08 - 10:45:00 PM GMT- IP address: 69.181.110.140 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2023-02-08 - 10:47:36 PM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-02-08 - 10:47:38 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-02-08 - 11:52:02 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to heidi@balancestudios.com for approval 2023-02-08 - 11:52:04 PM GMT Email viewed by heidi@balancestudios.com 2023-02-09 - 2:11:58 AM GMT- IP address: 140.248.30.0 Signer heidi@balancestudios.com entered name at signing as Heidi Klessig 2023-02-09 - 2:35:52 PM GMT- IP address: 98.100.171.86 Document approved by Heidi Klessig (heidi@balancestudios.com) Approval Date: 2023-02-09 - 2:35:54 PM GMT - Time Source: server- IP address: 98.100.171.86 Document emailed to tina@balancestudios.com for signature 2023-02-09 - 2:35:56 PM GMT Email viewed by tina@balancestudios.com 2023-02-09 - 2:36:53 PM GMT- IP address: 104.28.103.19 Signer tina@balancestudios.com entered name at signing as Tina J Lutz 2023-02-09 - 2:37:56 PM GMT- IP address: 107.77.207.212 Document e-signed by Tina J Lutz (tina@balancestudios.com) Signature Date: 2023-02-09 - 2:37:58 PM GMT - Time Source: server- IP address: 107.77.207.212 Document emailed to christopherj@cupertino.org for signature 2023-02-09 - 2:37:59 PM GMT Email viewed by christopherj@cupertino.org 2023-02-09 - 2:38:05 PM GMT- IP address: 172.226.212.6 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-02-09 - 3:34:49 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-02-09 - 3:34:51 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2023-02-09 - 3:34:53 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2023-02-09 - 4:04:59 PM GMT- IP address: 104.47.73.126 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2023-02-09 - 4:05:43 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-02-09 - 4:05:45 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-02-09 - 5:13:36 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-02-09 - 5:13:47 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2023-02-09 - 5:13:47 PM GMT