HomeMy WebLinkAbout4.4 - 2482 Public Art Installation and Maintenance Agr
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STAFF REPORT
CITY COUNCIL
DATE: March 19, 2019
TO: Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Public Art Installation and Maintenance Agreement with Kaiser
Permanente for the Dublin Medical Center
Prepared by: Tegan McLane, Cultural Arts & Heritage Manager
EXECUTIVE SUMMARY:
The City Council will consider the approval of a Public Art Installation and Maintenance
Agreement with Kaiser Permanente for their Dublin Medical Center. The Agreemen t
outlines the developer's responsibilities to maintain artwork in a safe and attractive
manner.
STAFF RECOMMENDATION:
Adopt the Resolution Approving a Public Art Installation and Maintenance Agreement
for the Kaiser Dublin Medical Center.
FINANCIAL IMPACT:
There are no fiscal impact associated with this item. Costs associated with installation
and maintenance of this privately-owned artwork are the sole responsibility of the
Developer.
DESCRIPTION:
Under the City of Dublin's Public Art Ordinance (Ordinance No. 14-08, 8.58.070-D), a
developer is required to "execute an agreement between the City and the developer,
prior to first occupancy of the first structure of the project, which sets forth the
ownership, maintenance responsibilities, and insurance coverage for the public art
project."
On June 7, 2016, City Council approved the proposed public art for Kaiser
Permanente's Specialty Medical Office/Cancer Center, now under construction at 3100
Dublin Boulevard.
A Public Art Installation and Maintenance Agreement (Attachment 2) has been
prepared, outlining the Developer's responsibility as owner of the artwork to
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appropriately maintain it for the public's enjoyment and safety.
Under the agreement, the Developer agreed to install a large-scale wall sculpture by
Artist Rob Ley on the facade of the building. The artwork is being installed during the
construction process and is expected to be complete by the end of the month.
Staff recommends that City Council adopt the Resolution approving the Public Art
Installation and Maintenance Agreement.
STRATEGIC PLAN INITIATIVE:
N/A
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
N/A
ATTACHMENTS:
1. Resolution Approving Public Art Installation and Maintenance Agreement for the
Kaiser Dublin Medical Center
2. Exhibit A to the Resolution - Public Art Installation and Maintenance Agreement for
Kaiser Dublin Medical Center
ATTACHMENT 1 - 1 -
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * *
APPROVING A PUBLIC ART INSTALLATION AND MAINTENANCE AGREEMENT
FOR THE KAISER DUBLIN MEDICAL CENTER
WHEREAS, Kaiser Permanente (“Developer”) is building and will operate a specialty
medical office and cancer center at 3100 Dublin Boulevard commonly referred to as the Kaiser
Dublin Medical Center; and
WHEREAS, Developer is required under Dublin’s Public Art Ordinance, Municipal Code
section 8.58.060(A) to install City Council-approved public art with its specialty medical office
and cancer center; and
WHEREAS, on July 18, 2017, City Council approved Developer’s proposed public
artwork by artist Rob Ley; and
WHEREAS, Developer has entered into a contract with artist Rob Ley to complete the
approved artwork; and
WHEREAS, artist Rob Ley has completed fabrication of the approved art; and
WHEREAS, Developer is installing the completed artwork as required; and
WHEREAS, Dublin’s Public Art Ordinance, Municipal Code section 8.58.070(D) requires
that developer execute an agreement with the City, prior to occupancy of the first structure in
the project, which sets forth the ownership, maintenance responsibilities, and insu rance
coverage for the public artwork.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
approve the Public Art Installation and Maintenance Agreement for the Kaiser Dublin Medical
Center, attached hereto as Exhibit A and authorizes the City Manager to execute the
agreement and make any other minor amendments as necessary to carry out the intent of this
Resolution.
PASSED, APPROVED AND ADOPTED this 19th day of March, 2019.
AYES:
NOES:
ABSENT:
________________________________________
ATTACHMENT 1 - 2 -
Mayor
ATTEST:
_______________________________________
City Clerk
2842917.1
4838-1494-9257.7 1
PUBLIC ART INSTALLATION AND MAINTENANCE AGREEMENT
FOR KAISER DUBLIN MEDICAL CENTER
This PUBLIC ART INSTALLATION AND MAINTENANCE AGREEMENT
(“Agreement”) is dated as of March 19, 2019 (“Effective Date”), and is entered into between
the CITY OF DUBLIN, a California municipal corporation (“City”), and KAISER
FOUNDATION HOSPITALS, a California nonprofit public benefit corporation (“Owner”).
City and Owner may be referred to individually as a “Party” or collectively as the “Parties.” City
and Owner enter into this Agreement with reference to the following recitals of fact (each, a
“Recital”):
RECITALS
A. Owner is the owner of property in the City of Dublin (“City”) generally located
on the south side of Dublin Boulevard between Keegan and Lockhart Streets, known as Phase
1A of the larger Kaiser Dublin Medical Center located at 3200 Dublin Boulevard (APN 985-27-
20) (“Property”). Owner is currently developing, as Phase 1A, a three-story, 220,000 square
foot specialty medical office and cancer center at the Property (“Project”).
B. On September 20, 2016, the City Council approved Resolution No. 152-16, a Site
Development Review Permit for Phase 1A of the Kaiser Dublin Medical Center Project for the
Project (“SDR Permit”). SDR Permit condition of approval number 18 (the “Condition”)
requires Owner to acquire and install a public art project in accordance with Chapter 8.58 of the
City Municipal Code valued at an amount equal or exceeding 0.5% of the building valuation
(exclusive of land) for the Project, and thus a minimum of $600,000.00, to comply with the
City’s requirements and to, prior to first occupancy of the Project, (a) secure completion of the
Public Art Project in a manner deemed satisfactory to the City and (b) execute an agreement
between the City and Owner that sets forth the ownership, maintenance responsibilities and
insurance coverage for the Public Art Project, with the condition that all Public Art installations
are subject to the approval of the City Council upon recommendation by the Heritage and
Cultural Arts Commission.
C. Owner’s Project architect, SmithGroup JJR, Inc. (“SmithGroup JJR”), entered
into a contract with Manifold Works, LLC (“Artist”), dated August 10, 2016, to design public
artwork (the “Public Art”) for the Project (“Artist Agreement”), to be performed under the
contract between SmithGroupJJR and Owner, dated April 29, 2015. Owner’s General
Contractor, McCarthy Building Companies, Inc., entered into an agreement with Carlson Arts,
LLC (“Art Installer”) to fabricate and design the Public Art, on or around March 19, 2018
(“Installation Agreement”). Under the Installation Agreement, the Art Installer agreed to
fabricate, transport and install the Public Art at the Project. The Installation Agreement contains
warranties, standards and releases. A copy of the Artist Agreement is attached hereto and
incorporated herein by reference as Exhibit A-1, and a copy of the Installation Agreement is
attached hereto and incorporated herein by reference as Exhibit A-2.
4838-1494-9257.7 2
D. On June 8, 2017, the Heritage and Cultural Arts Commission reviewed the
proposed Public Art Project design prepared by the Artist and Owner and recommended
approval of the Public Art Project design to the City Council. The proposed Public Art Project is
a monumental wall sculpture consisting of approximately 3,000 painted aluminum panels bent to
specific angles and fastened to a steel frame on the northern exterior of the Project (the "Public
Art"). The Public Art contains two images of the natural environment in the Tri-Valley area
offering a variable visual experience depending on the vantage point of the viewer and the pace
at which they are moving through the site. The Public Art will be installed in the locations set
forth on Exhibit B, which is attached hereto and incorporated herein by reference.
E. The Parties desire to enter into this Agreement to memorialize the City’s approval
of the Public Art Project. Further, compliance with this Agreement is intended to fully satisfy
Condition of Approval #18 of the Project as to Owner’s obligation to enter into an agreement
setting forth ownership, maintenance responsibilities and insurance coverage for the Public Art
Project.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION AND THE
PROMISES AND COVENANTS OF CITY AND OWNER SET FORTH IN THIS
AGREEMENT, CITY AND OWNER AGREE, AS FOLLOWS:
TERMS AND CONDITIONS
1. PUBLIC ART INSTALLATION, OWNERSHIP AND MAINTENANCE
1.1 Installation and City Manager Determination. Owner shall cause the Public Art to
be installed at the Project at the locations set forth on Exhibit B. Within five (5) business days of
Owner providing notice of the installation to the City, the City Manager, or his or her designee,
shall notify Owner of the City's determination that the Public Art has been completed in general
conformance with Artist Statement attached hereto as Exhibit C, which determination shall not
be unreasonably withheld, conditioned or delayed. If such determination cannot be made, the
City Manager or his or her designee shall provide written notice to Owner's representative by e-
mail, in accordance Section 2.2, specifying the corrective work needed for compliance. Owner
will diligently pursue the corrective actions required to bring the Public Art into compliance.
Owner will notify the City upon completion of the corrective work, and the City Manager or his
or her designee will again be permitted five (5) days to inspect the work as provided in this
paragraph. Failure of the City Manager to provide written notice of compliance or corrective
work needed as described herein shall be deemed approval, and certificates of occupancy shall
not be withheld for failure to satisfy the Condition.
1.2 Ownership and Owner’s Maintenance. Following the City’s approval or deemed
approval, as set forth in Section 1.1 above, Owner shall accept the Public Art from the Art
Installer. Thereafter, Owner shall own the Public Art and shall maintain the Public Art, at its
sole cost and expense, in good repair and condition and in accordance with the general
maintenance plan prepared by the Artist. Owner will use reasonable efforts to maintain the
Public Art in good repair and condition. If the Public Art suffers deterioration due to any cause
other than Owner’s failure to maintain the Art, Owner and City shall meet and confer in good
faith to determine whether to replace any portion of the Public Art or translate any component
4838-1494-9257.7 3
into new media, or whether to restore the Public Art. The anticipated life span of the Public Art
is 40 years from the date of approval or deemed approval by the City, as set forth in Section 1.1
above. After that time, Owner may, in consultation with City, re-evaluate the Public Art to
determine if it retains its identity as a work of art and, if not, whether to take appropriate action,
including the possibility of destroying the Public Art. In the event that the Owner, in
consultation with City, determines that the Public Art does not retain its identity as a work of art
and Owner wishes to destroy the Public Art, the Owner must replace the Public Art with art of
similar value, adjusted for inflation (“Replacement Art”). Any proposed Replacement Art must
be approved by the City prior to the destruction of the Public Art.
1.3 City’s Maintenance Option. In the event that Owner fails to maintain the Public
Art in accordance with this Agreement, City shall provide written notice of such condition. In
the event that Owner fails to cure or commence to cure the condition within thirty (30) days
following receipt of such notice, the City shall have the right, but not the obligation, to perform
all acts necessary to cure such condition (or to pursue such other remedy available to the City),
including without limitation the right to access the Public Art, and to receive from Owner the
City’s costs for such action(s).
1.4 Modifications; Relocation. Owner intends to display the Public Art as originally
designed by Artist at the location set forth on Exhibit B. Notwithstanding the foregoing, Owner
may make minor modifications to the Public Art and/or relocate the Public Art with the consent
of the Director of Parks and Community Services, which shall not be unreasonably withheld,
conditioned or delayed.
1.5 Visual Barriers. The Parties agree that no structures or visual barriers of any kind
that impair or impede the public’s ability to view the Public Art shall be constructed or
maintained on or adjacent to the Public Work, nor shall the Parties do anything that shall prevent,
impair, or discourage the public’s ability to view the Public Art.
1.6 Insurance. Owner and Art Installer are required to secure and maintain insurance
during the fabrication and installation phase of the Public Art as set forth in the Installation
Agreement. Owner shall provide City with verification of the required insurance under the
Installation Agreement. In addition, Owner shall obtain and maintain in effect a combined single
limit policy of liability insurance not less than one million dollars ($1,000,000) covering the
Public Art placed with insurers with a Bests’ rating of no less than A:VII and shall name the City
as an additional insured on such policy. An endorsement must state that coverage is primary
insurance with respect to the City and its officers, officials, employees and volunteers, and that
no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss
under the coverage. Any failure of Owner to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
Owner shall notify City within 14 days of notification from Owner’s insurer if such coverage is
suspended, voided or reduced in coverage or in limits.
1.7 Satisfaction of the Condition. City agrees that compliance with this Agreement
shall fully satisfy the Condition. Provided Owner is in substantial compliance with this
Agreement and has otherwise fulfilled any non-Public Art-related requirements, the City may not
4838-1494-9257.7 4
withhold issuance of Project building permits and/or certificates of occupancy, including but not
limited to the first certificate of occupancy for the Project, based on the Condition.
2. GENERAL PROVISIONS
2.1 Incorporation of Recitals. The Recitals set forth above are true and correct and
incorporated into this Agreement by reference.
2.2 Notices, Demands and Communications Between the Parties.
2.2.1 Delivery. Any and all notices submitted by any Party to another Party
pursuant to or as required by this Agreement, unless otherwise specified, shall be proper if in
writing and dispatched (i) by messenger for immediate personal delivery, nationally recognized
overnight (one business day) courier (i.e., United Parcel Service, Federal Express, etc.), (ii) by
registered or certified United States mail, postage prepaid, return receipt requested, to the address
of the recipient Party, as designated in this Section, or (iii) via electronic mail, provided that a
“hard copy” thereof is promptly thereafter sent by registered or certified mail, return receipt
requested, and properly addressed. Notices may be sent in the same manner to such other
addresses as the Parties may from time to time designate by notice in accordance with this
Section. Notice shall be deemed received by the addressee, regardless of whether or when any
return receipt is received by the sender or the date set forth on such return receipt, on the day that
it is dispatched by messenger for immediate personal delivery or via electronic mail, one
business day after delivery to a nationally recognized overnight carrier or two (2) calendar days
after it is placed in the United States mail in accordance with this Section 2.2.1. Any attorney
representing a Party may give any notice on behalf of such Party.
2.2.2 Addresses. The notice addresses for the Parties, as of the Effective
Date, are as follows:
To Owner: Kaiser Permanente
3100 Dublin Blvd.
Dublin, CA 94568
Attn: Percy Hsieh, NFS Project Manager
Telephone: (510) 384-8592
Email: percy.hsieh@kp.org
With a copy to: Coblentz Patch Duffy & Bass LLP
One Montgomery Street, Suite 3000
San Francisco, CA 94104
Attn: Megan Jennings
Telephone: (415) 391-4800
Email: mjennings@coblentzlaw.com
To City:
City of Dublin
100 Civic Plaza
Dublin, California 94568
Attn: City Manager
4838-1494-9257.7 5
Telephone: (925) 833-6650
Email: city.manager@dublin.ca.gov
With a copy to: Meyers Nave
555 12th Street, Suite 1500
Oakland, CA 94607
Attn: John D. Bakker, Esq.
Telephone: (510) 808-2000
Email: jbakker@meyersnave.com
2.3 Relationship of Parties. The Parties each intend and agree that City and Owner
are independent contracting entities and do not intend by this Agreement to create any
partnership, joint venture, or similar business arrangement, relationship or association between
them.
2.4 Legal Actions. Either Party may institute legal action, at law or in equity, to
enforce or interpret the rights or obligations of the Parties under this Agreement or recover
damages.
2.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this
Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and
the exercise by a Party of one or more of such rights or remedies shall not preclude the exercise
by such Party, at the same or different times, of any other rights or remedies for the same default
or the same rights or remedies for any other default by the other Party or Parties.
2.6 Principles of Interpretation. A word, term or phrase defined in the singular in this
Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles
of English grammar, which shall govern all language in this Agreement. The words “include”
and “including” in this Agreement shall be construed to be followed by the words: “without
limitation.” Each collective noun in this Agreement shall be interpreted as if followed by the
words “(or any part of it),” except where the context clearly requires otherwise. Every reference
to any document, including this Agreement, refers to such document, as modified from time to
time (excepting any modification that violates this Agreement), and includes all exhibits,
schedules, addenda and riders to such document. The word “or” in this Agreement includes the
word “and.” Every reference to a law, statute, regulation, order, form or similar governmental
requirement refers to each such requirement as amended, modified, renumbered, superseded or
succeeded, from time to time.
2.7 Governing Law. The procedural and substantive laws of California shall govern
the interpretation and enforcement of this Agreement, without application of conflicts or choice
of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to
be fully performed in and relates to real property located in the County of Alameda, State of
California. All legal actions arising from this Agreement shall be filed in the Superior Court of
California in and for the County of Alameda or in the United States District Court with
jurisdiction in the County.
4838-1494-9257.7 6
2.8 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement on any person or
entity other than the Parties and their respective permitted successors and assigns, nor is anything
in this Agreement intended to relieve or discharge any obligation of any third person to any Party
or give any third person any right of subrogation or action over or against any Party.
2.9 Time Declared to be of the Essence. As to the performance of any obligation
under this Agreement of which time is a component, the performance of such obligation within
the time specified is of the essence.
2.10 Legal Costs. In the event that a Party brings an action to enforce this Agreement
or otherwise arising out of this Agreement, the prevailing Party in such action shall be entitled to
recover from the other Party its Legal Costs (which shall be defined to include all reasonable
costs and expenses such Party incurs in any legal proceeding, or other matter for which such
Party is entitled to be reimbursed for its Legal Costs, including reasonable attorneys’ fees, court
costs and expenses and consultant and expert witness fees and expenses).
2.11 Entire Agreement. This Agreement integrates all of the terms and conditions
mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or
previous agreements between the Parties with respect to all or any portion of the Public Art.
2.12 Waivers and Amendments. All waivers of the provisions of this Agreement and
all amendments to this Agreement must be in writing and signed by the appropriate authorities of
the Parties. Failure to insist on any one occasion upon strict compliance with any term,
covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a
waiver of such term, covenant, condition, restriction or agreement, nor shall any waiver or
relinquishment of any rights or powers under this Agreement, at any one time or more times, be
deemed a waiver or relinquishment of such right or power at any other time or times.
2.13 Assignment. With the City’s written consent, which will not be unreasonably
withheld or delayed, Owner may assign the rights, interests and obligations of Owner arising
under this Agreement to a successor in interest or assignee of Owner at which point Owner shall
have no further liability hereunder. Owner shall notify the City in writing of the assignment at
least thirty (30) calendar days following completion of the assignment.
2.14 Successors and Assigns. All references to the Owner in this Agreement shall be
deemed to refer to and include KAISER FOUNDATION HOSPITALS, a California nonprofit
public benefit corporation, and all successors and assigns to KAISER FOUNDATION
HOSPITALS, a California nonprofit public benefit corporation.
2.15 Survival of Agreement. All of the provisions of this Agreement shall be
applicable to any dispute between the Parties arising from this Agreement, whether prior to or
following expiration or termination of this Agreement, until any such dispute is finally and
completely resolved between the Parties, either by written settlement, entry of a non-appealable
judgment or expiration of all applicable statutory limitations periods and all terms and conditions
of this Agreement relating to dispute resolution and limitations on damages or remedies shall
survive any expiration or termination of this Agreement.
4838-1494-9257.7 7
2.16 Counterparts. This Agreement may be executed in one or more counterparts. All
counterparts so executed shall constitute one agreement, binding on all Parties, even though all
Parties are not signatory to the same counterpart. The Parties agree to accept signed copies of
this Agreement transmitted by electronic facsimile copies as original documents. The Parties
acknowledge that copies of this Agreement may be transmitted by a Party over the Internet and
printed by the recipient and that the printed document may contain different type styles and type
sizes, different pagination and different formatting that the original copy of the Agreement in the
possession of the Party sending the Agreement. The Parties agree that any such copies of this
Agreement shall be accepted by the Parties as true and correct originals of the Agreement so long
as the actual text of the Agreement remains the same. This Agreement constitutes the entire
understanding and Agreement of the Parties regarding the subject matter of this Agreement.
[SIGNATURES FOLLOW ON NEXT PAGE.]
Exhibit A
EXHIBIT A-1
Artist Agreement
(See attached.)
CONSULTANT AGREEMENT
SGJJR Project Title: Kaiser Permanente Dublin SMOB and Cancer Center
SGJJR Project Location: Dublin, CA
SGJJR Project Number: 20681.000
This Consultant Agreement (the “Agreement”) is entered into effective as of August 10, 2016 (the ‘Effective Date’)
by and between Manifold Works, LLC (“Consultant”) and SmithGroupJJR, Inc. (“SmithGroupJJR”) hereinafter
referred to as the parties, for Consultant services related to Kaiser Permanente Dublin SMOB and Cancer Center
located at 3200 Dublin Boulevard, Dublin, CA (“Project”) to be performed under the contract between
SmithGroupJJR and Kaiser Foundation Health Plan, Inc. located at 1950 Franklin St. Oakland CA, 94612 (“Client”)
dated April 29, 2015 (“Prime Agreement”) for services related to the Project.
Now, therefore, in consideration of the mutual promises and conditions contained in this Agreement, the parties
agree to be bound by the terms and conditions set forth herein:
1. Term of Agreement
1.1 The term of this Agreement (‘Term’) shall commence on the Effective Date and terminate at the option of
SmithGroupJJR, with or without cause or at the completion of SmithGroupJJR services at substantial
completion of the Project as defined by the Prime Agreement. In the event that the Consultant is terminated for
convenience, the Consultant shall be, subject to Paragraph 4, compensated for services properly performed up
through the date of termination.
1.2 If, in the reasonable opinion of SmithGroupJJR, the Consultant (i) fails in any material respect to timely
provide its Services, (ii) fails to comply with the provisions of this Agreement, (iii) makes a general
assignment for the benefit of its creditors, (iv) has a receiver appointed, or (v) becomes insolvent, then, after
serving seven (7) days written notice, unless the condition specified in such notice has been eliminated within
such seven (7) days or, if the condition is not capable of being eliminated within such seven (7) day period,
SmithGroupJJR, at its option, may, (a) take such steps as are necessary to overcome the condition, in which
case the Consultant shall be liable to SmithGroupJJR for any cost thereof, or (b) partially or wholly terminate
for default the Consultant’s continued performance of its duties for the Project. In the event of termination for
default, SmithGroupJJR may, at its option, use all of Consultant’s Instruments of Service (as defined later in
this Agreement) for completion of the Project, take assignment of any or all of the Consultant’s agreements
with any lower-tier third parties and/or have the remainder of the Consultant’s obligations completed by
whatever means SmithGroupJJR deems expedient.
1.3 In the event of any termination of this Agreement for cause (or otherwise by reason of any breach, default or
violation of this Agreement by Consultant), Consultant shall remain liable for all damages sustained by
SmithGroupJJR by reason of such default and termination and SmithGroupJJR shall have and retain all rights
and remedies, whether at law or in equity. SmithGroupJJR’s right to require strict performance of any and all
obligations in this Agreement shall not be affected in any way by any previous waiver, forbearance or course
of dealing.
2. Consultant’s Responsibilities
2.1 Intentionally not used
2.2 Intentionally not used
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 1 - 12/01/2016
2.3 The Services to be provided by Consultant under this Agreement includes conceptual design services for the
City of Dublin mandated .5% for environmental artwork. Conceptual design will include illustrations through
drawings and renderings, and possible animation and / or model if required to convey concept. Current
approximate budget of mandated environmental artwork is $650,000. Environmental artwork is slated for north
façade of building in area indicated in Exhibit ‘A’ attached hereto and incorporated herewith. Notwithstanding
the foregoing, all terms and conditions proposed by Consultant, whether in a written proposal or otherwise,
which are different from or in addition to the terms and conditions of this Agreement, are unacceptable to
SmithGroupJJR, are expressly rejected by SmithGroupJJR, and shall not become part of this Agreement.
Consultant’s execution of this Agreement or commencement of any services under this Agreement shall
constitute Consultant’s acceptance of the terms and conditions of this Agreement only.
2.4 The Consultant is an independent Contractor, is responsible for methods and means used in performing the
Consultant’s services under this Agreement and is not an employee, agent or partner of SmithGroupJJR. The
Consultant will not be responsible for the acts or omissions of SmithGroupJJR.
2.5 If applicable, the Consultant will recommend to SmithGroupJJR that appropriate procedures, methods, tests,
reports, investigations and analyses be obtained for proper execution of the Consultant’s services.
2.6 Intentionally not used
2.7 SmithGroupJJR may review the Consultant's work for compliance with the Client's program and for overall
coordination with SmithGroupJJR’s services. The Consultant will actively participate in SmithGroupJJR’s
Quality Assurance efforts including but not limited to: within Phase and near end Phase interdisciplinary
reviews, coordination, evaluations and quality enhancements of all deliverables. This Quality Assurance effort
will include an “internal” quality control review to be performed by the Consultant. SmithGroupJJR reserves
its right, at any time, to give preliminary acceptance of the Consultant’s services, prior to the Client’s review.
If the Consultant’s internal quality control review is not reasonably acceptable and thereafter the Consultant is
provided a reasonable opportunity to cure deficiencies in the internal quality control review, SmithGroupJJR
reserves the right to perform a “Peer Review” of the deliverable, and back-charge the Consultant for such Peer
Review. However, SmithGroupJJR’s final acceptance of any portion of Consultant’s services shall be
contingent upon acceptance by the Client. SmithGroupJJR will endeavor to ensure that the Client’s acceptance
is not unreasonably withheld.
2.8 Each Party shall review the other Party’s work for compliance with the scope of services and for overall
coordination with the other Party’s services. However, neither Party shall have control over the way the other
Party performs its services. Any reference by the SmithGroupJJR to a particular means, technique or procedure
will be solely to specify the desired end product or service, and shall not be followed, if it is improper or will
not result in the desired end product or service.
2.9 Except as provided for under Authorized Expenses, the Consultant will be responsible for all direct and indirect
costs related to its services provided pursuant to this Agreement.
2.10 The Consultant will be responsible for the cost of mandatory and customary contributions and benefits, such as
employment taxes and other statutory benefits, insurance, sick leave, holidays, vacations, pensions and similar
contributions, taxes and benefits now or hereafter in effect and payable by reason of or in connection with this
Agreement.
2.11 The Consultant will be responsible for obtaining and maintaining in effect all applicable professional licenses
and registrations necessary for the proper execution of its services hereunder at its sole cost.
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 2 - 12/01/2016
2.12 Subcontracting & Assignment:
2.12.1. The Consultant shall not subcontract all or any part of its services under this Agreement without
the prior written consent of SmithGroupJJR and any such subcontract shall not relieve Consultant from its
obligations to SmithGroupJJR, or modify the obligations of SmithGroupJJR to Consultant including,
without limitation, obligations for payment of compensation under this Agreement.
2.12.2. The Consultant agrees and understands that SmithGroupJJR has selected Consultant for its
specialized expertise, and acknowledges the creation of a relationship of trust and confidence arising out of
such selection. Consultant shall not assign its duties and obligations under this Agreement under any
circumstances.
2.12.3. Where applicable, the Consultant agrees and acknowledges that certain subconsultants to the
Consultant are engaged for the purpose, in part, of ensuring that the SmithGroupJJR is able to meet certain
subcontracting goals to the Client with reference to minority, veteran’s, or women-owned businesses, or
with reference to compliance with the Small Business Administration contracting goals. The Consultant
shall not, without the written consent of the SmithGroupJJR, replace any subcontracted entity, and
specifically acknowledges its commitment to the SmithGroupJJR to maintain compliance with any relevant
contracting goals communicated to the Consultant by the SmithGroupJJR, and to exercise best efforts to
maintain such compliance.
2.12.4. Except as authorized by SmithGroupJJR, all communications between the Consultant and the
Owner, Contractor or other consultants for the Project shall be forwarded through SmithGroupJJR.
SmithGroupJJR shall be the administrator of the professional services for the Project, and shall facilitate
the exchange of information among the Owner, Consultant and other consultants as necessary for the
coordination of the Services for the Project.
3. Rate and Expenses
3.1 Rate - Consultant will be compensated for time and materials not to exceed $10,000 for Concept Development.
3.2 Authorized Expenses –Consultant will be reimbursed only for;
• reasonable costs associated with transportation to participate in connection with authorized out-of-
town travel;
• expense associated with reproductions and postage and handling of documents solely for the use
by the Client, or as specifically requested by SmithGroupJJR
4. Payments on Account of Services
4.1 Consultant will submit invoices for the Consultant’s services and Expenses monthly, but in no event later than
sixty (60) days after the last day of the month in which the Services were provided. Invoices submitted after
sixty (60) days may not be paid. The Consultant shall prepare invoices in the format provided and/or approved
by SmithGroupJJR. SmithGroupJJR will invoice the Client for Consultant’s services and use reasonable and
diligent efforts to collect payment, from the Client. SmithGroupJJR will pay Consultant within ten (10)
calendar days after receipt of payment, to the extent that SmithGroupJJR receives payment from the Client.
However, if Client fails to pay SmithGroupJJR for Consultant’s services, Consultant shall not be entitled to
collect payment for those services from SmithGroupJJR. If a retainage is held by SmithGroupJJR’s Client, a
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 3 - 12/01/2016
proportionate amount shall be withheld from the Consultant until SmithGroupJJR has received payment of
same.
4.2 Except for non-payment from the Client for Consultant’s Services to the extent that such non-payment is solely
attributable to errors or omissions of SmithGroupJJR, all payments to Consultant shall be made by
SmithGroupJJR solely and exclusively, and from no other source, out of funds actually received by
SmithGroupJJR from Client for Consultant’s Services from the specific fund(s) established by the Client for
payments to SmithGroupJJR, including, but not limited to, those relating to this Agreement. Consultant
acknowledges that it is sharing, to the extent of payments to be made to Consultant, in the risk that Client may
fail to make one or more payments to SmithGroupJJR for all or a portion of Consultant’s Services. The full
amount of payment to Consultant is to be solely a pro-rata portion of the total amount received by
SmithGroupJJR from the Client. The pro-rata portion shall be computed by dividing Consultant’s
compensation, excluding expenses by the total amount of SmithGroupJJR's Compensation amount with the
Client, and applying that same ratio to the total amount of payment actually received by SmithGroupJJR on the
Prime Agreement.
4.3 The Parties acknowledges that the waiver of the Consultant’s right to pursue SmithGroupJJR for non-payment
by the Client in the preceding Paragraphs are a material provision of this Agreement. It has been expressly
discussed and negotiated by and between the Consultant and SmithGroupJJR and their respective legal counsel,
and the Parties would not have entered into this Agreement but for the Parties express agreement to include and
abide by such provision. Notwithstanding the foregoing, Consultant specifically assumes the risk of non-
payment for its services and reimbursable expenses (if applicable), including without limitation, the risk of the
Client’s insolvency. Nothing prevents the Consultant from pursuing the Client directly for non-payment of the
Consultant’s services, in which case SmithGroupJJR agrees to assign such rights that it, may have to payment
from the Client for Consultant’s services and Expenses to Consultant.
4.4 To the extent the payment terms of this Agreement are held to be void or unenforceable by a court of competent
jurisdiction in an action filed against SmithGroupJJR pursuant to this Agreement, the Consultant agrees that the
payments of Amounts Due the Consultant shall be paid when SmithGroupJJR is paid, and in the event the
SmithGroupJJR is not paid Amounts Due the Consultant, SmithGroupJJR agrees to assign such rights that it
may have to payment from the Client for Consultant’s services and Expenses to Consultant and the Consultant
shall pursue the Client directly for such payment and hereby releases SmithGroupJJR from any obligation to
pay the Consultant such Amounts Due
4.5 If Consultant fails to timely submit its final payment application within sixty (60) days after substantial
completion of its Services, such failure shall constitute a waiver of Consultant’s right to any additional payment
for its Services. Such waiver shall be applicable any or other person claiming through, by or under the
Consultant.
4.6 Records of the Consultant's payroll and benefit costs and reimbursable expenses pertaining to this Project will
be kept on a generally recognized accounting basis and will be available to SmithGroupJJR and its Client at
mutually convenient times.
5. Copyrights and Licenses
5.1 Infringement of Intellectual Property: The Consultant shall ensure that all of the reports, documents, plans,
specifications, memoranda, or other information provided to SmithGroupJJR or the Client under this Agreement
or created pursuant to this Agreement (the Consultant’s Documents) are the works of independent authorship of
the Consultant, and do not infringe upon or otherwise violate the rights of intellectual property of any other
entity or individual.
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 4 - 12/01/2016
5.2 On final payment to Consultant, the work resulting from these Services, as fabricated and installed, will be the
sole property of Client. The copyright of the Services will belong exclusively to Consultant, who may register
the work in his/her name with the U.S. Registry of Copyrights, at no cost to Client. Consultant, however, grants
to both the Client and SmithGroupJJR an irrevocable license in the Services, for noncommercial purposes,
including but not limited to informational brochures, media publicity, posters, on its website, and catalogues or
similar publications, provided these rights are exercised in a professional manner and do not compromise the
appearance or understanding of the work. SmithGroupJJR agrees to make reasonably prominent reference to the
fact that work was created by Consultant. The Consultant understands that the Client may make commercial use
of the work, including but not limited to its representation in film, video, DVD, other electronic reproduction,
photography, posters, postcards, and t-shirts.
5.3 Consultant agrees not to use any name or mark of Client or to quote the opinion of Client’s employees in any
advertising or other publicity, including in client lists or Consultant’s website, without first obtaining Client’s
prior written approval. Consultant further agrees not to use any name or mark of SmithGroupJJR or to quote the
opinion of SmithGroupJJR’s employees in any advertising or other publicity, including in client lists or
Consultant’s website, without first obtaining SmithGroupJJR’s prior written approval
5.4 All data, maps, plans, specifications, documents, drawings, or other materials or property furnished by Client or
SmithGroupJJR to Consultant shall remain the exclusive property of either the Client or SmithGroupJJR, as the
case may be. Consultant agrees that such property will be used for no purpose other than the provision of
Services by Consultant under this Agreement. Upon conclusion of the Services hereunder, such property
furnished shall be returned to the Client or SmithGroupJJR, as the case may be.
5.5 Delivery of Documents: The Consultant shall deliver all of its Documents, whether wholly or partially
completed, to SmithGroupJJR upon written demand in whatever electronic or hard-copy format reasonably
required by SmithGroupJJR, without additional cost to SmithGroupJJR. Such delivery shall be made
notwithstanding any actual or alleged dispute between the Consultant and SmithGroupJJR.
6. Insurances
6.1 The Consultant will purchase and maintain for the life of this Agreement insurance coverage, at its own
expense, that will provide protection from claims set forth herein, which may arise out of or from the
Consultant’s services under this Agreement, whether such services are provided by the Consultant or by anyone
directly or indirectly employed by them, or by anyone for whose acts the Consultant may be legally liable. The
following insurance policy limits described below are intended to be minimum coverages acceptable, but will
not limit the amount of recovery available to SmithGroupJJR. Consultant shall name SmithGroupJJR and its
client as Additional Insureds on the General Liability, and Automobile Liability Insurance Policies for an
extended period of six (6) years beyond Substantial Completion of SmithGroupJJR’s services.
• Workers’ compensation per statute and employer's liability 1,000,000 for bodily injury per
person/$1,000,000 per accident and $1,000,000 per disease;
• Automobile liability for hired and non-owned vehicles at $1,000,000 for bodily injury per
person/$1,000,000 per occurrence and $1,000,000 for property damage per occurrence;
• Commercial General Liability including liability assumed under insured Agreements, with limits
at $2,000,000. Limits apply to Bodily Injury and Property Damage on a per occurrence; general
aggregate, and products and completed operations aggregate basis;
• Professional liability coverage, for all licensed design professionals (such as engineers), who
provide the Consultant with services and documentation as part of the Consultant’s obligation to meet
the terms of this Agreement, with a limit of not less than $1,000,000 per claim and in the aggregate.
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 5 - 12/01/2016
Such coverage will be maintained for a period of six (6) years beyond Substantial Completion of
SmithGroupJJR’s services.
6.2 All insurance coverage required hereunder, excepting Workers’ compensation and Professional liability
coverage, shall be primary and noncontributory to any insurance policy or self-insurance program maintained
by SmithGroupJJR and/or its client, and applicable to the Services performed hereunder. Any deductibles
required for all insurance coverage required hereunder shall be the sole responsibility of the Consultant
6.3 In the event Consultant, at any time, fails to maintain the insurance coverage required hereunder,
SmithGroupJJR may, at its sole discretion, terminate this Agreement or may secure such coverage(s) on behalf
of the Consultant and deduct premium costs from any amounts due or to become due to Consultant, provided
however that SmithGroupJJR shall have no obligation to purchase such insurance, nor be responsible for the
coverage purchased or the insurance provider(s) used, and purchase of such insurance shall in no way be
construed as a waiver by SmithGroupJJR of any of its rights and remedies under this Agreement.
6.4 Consultant shall require all policies of insurance that are in any way related to the Services and that are secured
and maintained by Consultant, subcontractors and/or consultants to include clauses providing that every
underwriter shall waive all of its rights of recovery under subrogation against SmithGroupJJR and its client.
Further, the Consultant waives all rights of recovery against SmithGroupJJR, its client, and other Indemnified
Parties to the extent any claim against such party is covered by the insurance required of the Consultant, under
this Agreement.
6.5 The Consultant shall provide SmithGroupJJR with annual certified copies of Certificates of insurance
evidencing the above required coverages. The Consultant acknowledges the receipt of such Certificates by
SmithGroupJJR is a condition precedent to payment under this Agreement. Certificates of insurance must also
be issued by the insurance company or by an agent or broker authorized to represent the company, and such
certificates will contain provisions that at least thirty (30) days prior written notice will be given to
SmithGroupJJR in the event of cancellation, or non-renewal of the insurance. Further, Consultant shall provide
thirty (30) days prior written notice to SmithGroup in the event of a reduction in insurance.
7. Miscellaneous Provisions
7.1 Consultant understands and agrees that its performance of its services under this Agreement entails the use of a
variety of confidential and proprietary information. This information is closely held and normally not revealed
or used except in certain business circumstances. Consultant agrees that during the term of this Agreement and
for a period of three (3) years after expiration or early termination of this Agreement, Consultant shall hold
confidential and neither use nor release proprietary information acquired while performing its services under
this Agreement.
8. Conflict of Interest.
8.1 Consultant affirms that he is not involved in any situation that might create or appear to create a conflict of
interest with SmithGroupJJR during the term of this Agreement.
9. Binding Effect; Assignment.
9.1 This Agreement shall inure to the benefit and be binding upon both the Consultant and SmithGroupJJR, and
their respective successors and assigns. The Consultant shall not assign any rights or duties under this
Agreement without prior written consent of SmithGroupJJR.
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 6 - 12/01/2016
10. Arbitration
10.1 Should any claim, dispute or other matter in question (collectively hereafter “Dispute”) arise solely between
SmithGroupJJR and Consultant arising out of or related to this Agreement, unless mutually agreed to otherwise
by the parties, the Dispute shall be subject to mediation as a condition precedent to arbitration. The mediation
shall be administered by the American Arbitration Association in accordance with its Construction Industry
Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing,
delivered to the other party to this Agreement, and filed with the person or entity administering the mediation.
The request may be made concurrently with the filing of a complaint or other appropriate demand for arbitration
but, in such event, mediation shall proceed in advance of arbitration proceedings, which shall be stayed pending
mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the
parties or court order. If an arbitration proceeding is stayed pursuant to this clause, the parties may nonetheless
proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. The parties shall
share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project
is located. Agreements reached in mediation shall be enforceable as settlement agreements in any court having
jurisdiction thereof. Any Disputes not resolved by mediation shall be submitted to arbitration conducted under
the Rules of the American Arbitration Association, which provide that judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof.
11. Governing Law; Jurisdiction and Venue
11.1 The laws in which the Project is located shall govern this Agreement. Each party consents to this exclusive
jurisdiction, agrees to accept services of process by mail, and waives all jurisdictional and venue defenses
otherwise available to it.
12. Intentionally Not Used
13. Severability.
13.1 If any terms hereof or the application thereof to any person or circumstance shall be determined to be null and
void, ineffectual, invalid or unenforceable by any competent tribunal, the remaining terms hereof or the
application of such term to persons or circumstances other than to those which were determined to be invalid or
unenforceable shall not be affected thereby and shall continue in full force and effect.
14. Waivers.
14.1 The waiver by either party of a breach by the other party of any provision of this Agreement shall not operate
or be construed as a waiver of any subsequent breach.
15. Notices.
15.1 Any notice required to be given or made to a party hereunder must be in writing and delivered in person or sent
by certified, United States first class mail, return receipt requested.
16. Amendment.
16.1 No waiver, modification or amendment of any of the terms of this Agreement shall be effective unless made in
writing and signed by the party to be charged.
17. Defense and Indemnity obligations.
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Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 7 - 12/01/2016
17.1 Defense: The Consultant acknowledges and agrees that it shall take on (financially and with reference to
engagement of counsel, collection of relevant information, preparation of any materials or documents, and in
participation in any settlement amount) the responsibility of defending in its own name and on its own behalf
against and resolving any claims which arise from the Consultant’s work for This Portion of the Project,
including where the allegations of damage, breach, or default which arise from the acts or omissions of the
Consultant. Further, the parties’ mutual intent is that neither party shall be responsible for defending against or
resolving any claims, or redressing any damages to the extent that they arise out of the acts, errors, or omissions
of the other party.
17.2 Indemnification – Client Indemnity: Where and to the extent that SmithGroupJJR is obligated to indemnify,
hold harmless and/or defend the Client under the terms of the Prime Agreement, the Consultant shall indemnify,
hold harmless and/or defend SmithGroupJJR in the same manner, and to the same extent that SmithGroupJJR is
obligated under the Prime Agreement with respect to the performance by the Consultant of This Part of the
Project.
17.3 Indemnification – Absence of Client Indemnity:
17.3.1. Where and to the extent that the SmithGroupJJR is not obligated to indemnify, hold harmless
and/or defend the Client under the terms of the Prime Agreement, the following indemnity shall apply;
17.3.2. For claims unrelated to Consultant’s performance of professional services and to the fullest extent
permitted by law, Consultant shall indemnify, defend and hold SmithGroupJJR, its employees, agents and
officials (the “Indemnitees”) harmless from and against the tort liability of the Indemnitees, (including
liability for claims, suits, actions, expenses or costs of any kind, whether actual, alleged or threatened,
attorney's fees incurred by SmithGroupJJR, court costs, interest, or defense costs including expert witness
fees), where such liability arises out of, in whole or in part, the performance of this Agreement by
Consultant (or any individual or entity for whom Consultant shall bear legal liability for the acts or
omissions thereof) and which results in bodily injury to any individual or entity (including the employees
or officers of Consultant) or property damage of any kind, nature or description.
17.3.3. In addition to the foregoing, Consultant shall indemnify and hold harmless the Indemnitees from
and against any and all claims, causes of action, losses, liabilities, damages, costs and expenses, (including
reasonable attorney's fees and costs) arising out of the negligence or willful misconduct of Consultant (or
any individual or entity for whom Consultant shall bear legal liability for the acts or omissions thereof) in
the performance of professional services pursuant to this Agreement.
18. Intentionally Not Used
19. Intentionally Not Used
20. Intentionally Not Used
21. Intentionally Not Used
22. Intentionally Not Used
23. Publication.
23.1 The Consultant shall have the right to publish any aspects of the Project related to the work performed by the
Consultant, in any manner, including but not limited to marketing materials or websites, without the express
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 8 - 12/01/2016
written authorization of SmithGroupJJR. SmithGroupJJR shall have the right to publish the Consultant’s work
consistent with Section 5 of this Agreement without the express written authorization of the Consultant. The
obligations of this Section shall survive the termination of this Agreement and the completion of the Services.
24. Intentionally Not Used
25. Intentionally Not Used
26. Consequential Damages.
26.1 To the extent consequential damages are waived in the Prime Agreement, then neither party shall be liable to
the other for loss of profits or revenue; loss of use or opportunity; loss of good will; cost of substitute facilities,
goods, or services; cost of capital; or for any special, consequential, indirect, punitive, or exemplary damages.
27. Warranty.
27.1 SUBJECT TO THE PRIME AGREEMENT, NEITHER PARTY WARRANTIES NOR GUARANTEES
THEIR SERVICES AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES
IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
28. Entire Agreement.
28.1 This Agreement contains the entire understanding between and among the parties concerning the matters herein
and supersedes any prior understandings and agreements between and among them respecting the subject matter
of the Agreement, and may be amended only by written instrument signed by both SmithGroupJJR and
Consultant. However, notwithstanding anything to the contrary, SmithGroupJJR can, at its sole option,
terminate this Agreement upon not less than two days' written notice to the Consultant for SmithGroupJJR’s
convenience. In the event of termination not the fault of the Consultant, the Consultant shall be compensated
for services performed prior to termination in accordance with Paragraph 4.
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 9 - 12/01/2016
SlllIT}lûROlJPJJR
IN WII'NESS WIIEREOI-¡, tltc tutdcrsignetl hc'r'e duly cxcçuted this Agrcemcnt the day and year lìrst
¡t¡ove nritten.
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Date: 12.
I
Rev.3/42014
Manifold Works, LLC Dublin SMOB & CancerCenter
Dublin, CA
SmithGroupJJR
20681.000
CONSULTANT AGREEMENT -10-øu2aß
EXHIBIT ‘A’
PHASE 1. CONCEPTUAL DESIGN PROPOSAL SUBMITTAL
1. Consultant will review all relevant documents related to the design of Project. These documents
shall include, but are not limited to, architectural plans and renderings, engineering drawings,
narrative descriptions, and other documents that may be provided by SmithGroup and the Client.
2. Consultant will confer with key Project design team members and others as directed by
SmithGroupJJR during the conceptual design phase to receive input on the Project and to receive
feedback on Consultant’s preliminary conceptualization of the artwork relative to its location,
materials, and maintenance requirements.
3. The Conceptual Design Proposal (the “Proposal”) will include:
a) Presentation quality, to-scale renderings illustrating the intended physical appearance of
the artwork.
b) A description of the artwork’s intended materials, colors, and surface treatments.
c) An anticipated method of fabrication and installation of the artwork.
d) A schedule for design development, fabrication and installation of the artwork if the
Proposal is approved.
e) Preliminary information on long-term maintenance requirements.
4. Based on input from the Client, the Proposal may require modifications or adjustments. As long
as these requests do not alter the overall artwork concept or intent, the Consultant agrees to
incorporate these changes at no additional cost to the Client.
5. The Proposal shall be completed and submitted to the Client by March 15, 2017.
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 11 - 12/01/2016
Rev. 3/4/2014
Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR
Dublin, CA 20681.000
CONSULTANT AGREEMENT - 12 - 12/01/2016
Exhibit A
EXHIBIT A-2
Installation Agreement
(See attached.)
Exhibit B
EXHIBIT B
Location
(See attached.)
DUBLIN BLVD.
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Artwork - Aerial View
Exhibit C
EXHIBIT C
Artist Statement
(See attached.)
Rob Ley
Double Exposure
Medium: Painted Aluminum, Stainless Steel
Dimensions: 145'w x 30'h x 4'd
Location: Kaiser Permanente, Dublin, CA
Double Exposure is a monumental wall sculpture inspired by the way in which we experience and
photograph nature, particularly historic techniques of landscape photography and abstract image
creation. A double exposure is typically associated with an analog technique of taking multiple
photographic exposures on top of a single frame of film. The resultant image then exhibits the
characteristics of each exposure, superimposed into a single photograph. This large -scale relief
sculpture, integrated into the new Kaiser Permanente building, uses two photographs of the natural
environment of the Tri- Valley area to create a visually kinetic composition. The first image, as seen when
looking west, depicts a golden canopy of leaves taken from the underside of a tree in autumn, while a
second image, seen when looking east, depicts a sunny, cloud filled sky. Both images are abstracted via
simplification, cropping and pixilation resulting from the sculptural medium. The artwork offers a variable
visual experience depending on the vantage point of the viewer and the pace at which they are moving
through the site.
The artwork is composed of 3,000 separate aluminum panels that are individually bent into specific
angles, and are attached to a panelized aluminum frame /panel system. The resultant panels are then
fastened to a steel frame, integrated into the exterior of the north facing building facade. While the
artwork is static and immovable, the effect produced by this articulated east/west image strategy is a
dynamic fagade piece that appears to move or change as one moves in relation to it. Pedestrians and
slow moving vehicles within close proximity to the medical center will experience a noticeable, dappled
shift in color and transparency as they move across the grounds, while motorists driving along Dublin
Blvd. will experience a faster, gradient color shift which changes depending on their direction of travel.
As noted in the technical maintenance record, this artwork is highly durable and requires very little
maintenance. Stainless steel and aluminum are non - corrosive materials suitable for outdoor installations.
The polyester based powder -coat paint is also weather and fade resistant. Given the artwork's height off
the ground, it is not likely to be vandalized.
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