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Item 4.3 - 2243 Public Safety Complex Art Agreement
Page 1 of 2 STAFF REPORT CITY COUNCIL DATE: November 20, 2018 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Public Safety Complex Art Agreement Prepared by: Tegan McLane, Cultural Arts & Heritage Manager EXECUTIVE SUMMARY: The City Council will consider approval of a Public Art Agreement between the City of Dublin and Gordon Huether + Partners, Inc. The artist Gordon Huether is to design, fabricate and install a piece of public artwork at the new Pu blic Safety Complex. STAFF RECOMMENDATION: Adopt the Resolution Approving a Public Art Agreement with Gordon Huether + Partners, Inc. for a Public Art Project at the Dublin Public Safety Complex. FINANCIAL IMPACT: The Public Art Agreement between the City of Dublin and Sculptural Solutions is $300,000. No general fund dollars are being expended on the project. The funding source is the Public Art Fund. DESCRIPTION: On October 2, 2018, the City Council unanimously approved the proposed artwork by artist Gordon Huether. Staff has negotiated a Public Artwork Agreement with the Artist for design, fabrication and installation of the artwork. Mr. Huether's design is a 17-foot tall brushed stainless-steel sculpture inspired by the universal symbol of the remembrance/awareness ribbon and inset with blue and red dichroic glass to represent Police and Fire respectively. Dichroic glass is an extremely light sensitive and highly reflective glass that appears to change the color reflected as the viewing angle changes. The piece will sit atop a plinth inscribed with the words “Commitment,” “Honor,” “Integrity” and “Trust,” words which were selected by Police and Fire department personnel. The attached Resolution includes the Agreement (Attachment 2), which reflects the scope of services and schedule for completion. Staff has negotiated these deadlines in Page 2 of 2 consultation with the builder. Installation of the artwork is currently planned for November 2019, prior to the expected completion of the Public Safety Complex. STRATEGIC PLAN INITIATIVE: Enhance the City's engagement efforts to better connect and inform residents of City activities and public safety matters. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Artist Gordon Huether was provided a courtesy copy of this report. ATTACHMENTS: 1. Resolution Approving a Public Art Agreement with Gordon Huether + Partners, Inc. for a Public Art Project at the Dublin Public Safety Complex 2. Exhibit A to the Resolution - Public Art Agreement Gordon Huether (Public Safety Complex) ATTACHMENT 1 RESOLUTION NO. XX - 18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING A PUBLIC ART AGREEMENT WITH GORDON HUETHER + PARTNERS, INC. FOR A PUBLIC ART PROJECT AT DUBLIN PUBLIC SAFETY COMPLEX WHEREAS, the 2016-2021 Capital Improvement Program includes a project to design, fabricate and install permanent public art at the new Dublin Public Safety Complex; and WHEREAS five public artists who pre-qualified according to the Public Art Master Plan process to design monumental sculptures were invited to submit design proposals to design, fabricate and install Public Art at the Public Safety Complex; and WHEREAS, the public art proposal by Gordon Huether was recommend by the Public Safety Complex Art Selection Committee and Heritage and Cultural Arts Commission and approved by the City Council; and WHEREAS, Gordon Huether has demonstrated ability and availability to perform said services; and WHEREAS, Gordon Huether contracts his artistic services through his company, Gordon Huether Studio. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does approve the Agreement with Gordon Huether + Partners, Inc., attached as Exhibit A, and authorizes the City Manager to execute the Agreement and any other minor amendments as necessary to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 20th day of November, 2018, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 1 of PUBLIC ART AGREEMENT BETWEEN THE CITY OF DUBLIN AND GORDON HUETHER + PARTNERS, INC. THIS AGREEMENT is made by and between the City of Dublin (“City”) and Gordon Huether + Partners, Inc. (“Artist”) as of November 20, 2018, for the purposes and on the terms and conditions set forth below. RECITALS WHEREAS, the City requires the services of Artist to perform artistic services described in the Agreement for a public art project as described under Section 8.58 of the Dublin Municipal Code; and WHEREAS, the City is authorized by Section 2.36.050 of the Dublin Municipal Code to contract for the specialized services of the artist contemplated by this Agreement; and WHEREAS, Artist is qualified and desires to perform the artistic services required by the City as set forth in this Agreement; and WHEREAS, the City Council, on October 2, 2018, authorized the City Manager to negotiate an agreement between City and Artist for the preparation of a final design, fabrication and installation for a public art sculpture at the future Public Safety Complex, to be located at 6361 Clark Avenue, Dublin, CA 94588; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: AGREEMENT Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Artist shall provide to City the services necessary to provide the artwork (“Work”) described in the Artist Proposal described in Exhibit A, and in the Scope of Work attached as Exhibit B at the time and place, and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on the date of completion specified in Exhibit B, and Artist shall complete the Work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 17. The time provided to Artist to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 17. 1.2 Standard of Performance. Artist shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Artist is engaged in the geographical area in which Artist practices its profession. 1.3 Assignment of Personnel. Artist shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Artist shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 2 of 1.4 Time. Artist shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Artist’s obligations hereunder. Section 2. SCOPE OF WORK: Artist shall provide a final design, fabrication and installation of a monumental sculpture honoring military veterans and active duty personnel for the Don Biddle Community Park public art project as more specifically described in Exhibits A and B of this Agreement. 2.1 The City shall be responsible for providing the Artist, without cost, copies of designs, drawings, reports, and other relevant data needed by the Artist to design and execute the Project. 2.2 The Artist shall, whenever required during the term of this Agreement, present to the City in writing, drawing, or other appropriate media for further review and approval any significant changes in the scope, design, color, size, material, utility, support requirements, texture, or location of the site or the Work. A significant change is any change that could affect the future installation, scheduling, site preparation, or maintenance of the Work, or the concept of the Work as represented in the original concept design included in Exhibit A. 2.3 The City may, at any time, request the Artist in writing to (a) revise portions of the services that he/she has previously completed in a satisfactory manner; (b) delete portions of the Scope of the Work that the Artist has not yet performed; (c) perform additional work beyond the Scope of Work to be provided in Exhibit B; and, (d) make other changes within the General Scope of the Work to be performed under this Agreement. In the event of such a written request, the Artist may, but shall not be obligated to agree to any such request. 2.4 In the event the request for change is agreed to by the Artist, this Agreement shall be amended, in writing, specifying the agreed changes, including, but not limited to, a description of services, additional budget, payment schedule, and timetable. In the event that the Artist does not agree to the request, the City shall be entitled to terminate the Agreement for cause pursuant to Article 17 herein. 2.5 No services for which additional compensation will be charged shall be provided by the Artist without the prior written authorization by the City. Section 3. COMPENSATION. City hereby agrees to pay Artist a sum not to exceed $300,000.00 as specified in Exhibit C, notwithstanding any contrary indications that may be contained in Artist’s proposal, for services to be performed under this Agreement; or subject to additional amounts for any revisions requested and change order approved by the City as provided for in Section 2.3 above or elsewhere in this Agreement. In the event of a conflict between this Agreement and Artist’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Artist for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in Exhibit C shall be the only payments from City to Artist for services rendered pursuant to this Agreement. Artist shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Artist shall not bill City for duplicate services performed by more than one person. Artist and City acknowledge and agree that compensation paid by City to Artist under this Agreement is based upon Artist’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Artist. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Artist and its employees, agents, and Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 3 of subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 3.1 Invoices. Artist shall submit invoices as specified in Exhibit B and C, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of each billable phase; i.e., Bill No. 1 Phase I for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the Artist’s signature. 3.2 Total Payment. City shall pay for the services to be rendered by Artist pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Artist in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Artist submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 3.3 Payment of Taxes. Artist is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 3.4 Payment upon Termination. In the event that the City or Artist terminates this Agreement pursuant to Section 17, the City shall compensate the Artist for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Artist shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Section 4. FACILITIES AND EQUIPMENT. Except as set forth herein, Artist shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Section 5. RESPONSIBILITY OF THE ARTIST 5.1 The Artist agrees that an essential element of this Agreement is the skill and creativity of the Artist. The Artist shall not assign the creative or artistic portions of the Work to another party for the production of the Work without the written consent of the City. Failure to conform to this provision may be cause for termination of this Agreement, at the sole option of the City. 5.2 The Artist shall be responsible for providing services described in Exhibit B, including but not limited to, the quality and timely completion of the services. As part of the Work, Artist shall be responsible for designing the artwork, as described in Exhibit A, so that it can be constructed without exceeding the approved overall budget for the artwork of $500,000.00. The Artist shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in his/her Work. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 4 of 5.3 The Artist shall complete the fabrication and installation of the Work in substantial conformity with the attached Exhibit B, Scope of Work. 5.4 The risk of loss or damage to the Work shall be borne by the Artist until final acceptance by City. The Artist shall take such measures as are necessary to protect the Work from loss or damage until final acceptance by City. Section 6. TIMELY PROVISION OF SERICES; DAMAGES FOR DELAYED PERFORMANCE: The parties agree that in the performance of the terms and requirements of this Agreement by the Artist that time is of the essence. Artist shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Artist's obligations pursuant to this Agreement. 6.1 Damages for Delayed Performance. Subject to reasonable proof and documentation confirming the same submitted by the City, Artist shall be liable for all incidental and consequential damages resulting, directly or indirectly, from delays in performance caused by Artist's acts or omissions. Damages may include, but are not limited to the cost to retrofit the Work installation area should Artist not meet installation schedule as specified in Exhibit B. The Artist shall not be liable to City for damages resulting from delays caused by force majeure or by acts or omissions of City, Architect or the General Contractor; or third-party vandalism, except to the extent Artist failed reasonably to mitigate such damages. 6.2 Illness, Injury, Death or Incapacity. Should Artist die, become ill, injured or otherwise incapacitated (collectively, “incapacitated”) such that Artist is unable to work for any period not exceeding 30 days (whether consecutive or non-consecutive), any delay arising out of such incapacity will be allowed by City whenever it is practicable to do so, considering the facts and circumstances of the Work, the Project, the Architect, the General Contractor and the Client. City may require Artist to provide medical certification of any claimed incapacity. In the event Artist is incapacitated such that Artist is unable to work for a period exceeding a total of 30 days (whether consecutive or nonconsecutive), City may, at its option, undertake to complete and install the Work in Artist’s absence, so long as the final Artwork is substantially similar to that designed by Artist. If City undertakes to complete the Work, City shall give due consideration to Artist’s suggestions, and Artist may disclaim authorship of the Work. If City exercises its option to implement the Artwork in Artist’s absence, any compensation paid or payable to Artist shall be reduced by the costs and expenditures of City in completion and installation of the Work. In case of incapacity exceeding 30 days, the following person shall be Artist’s representative vis-à-vis the City for purposes of this Section 6 unless otherwise directed in writing by the Artist: Section 7. APPROVAL AND FINAL ACCEPTANCE OF ARTWORK. Payment does not imply acceptance of work. The granting of any payment by City, or the receipt thereof by Artist, shall in no way lessen the liability of Artist to replace unsatisfactory work, equipment, or materials, although the unsatisfactory character of such work, equipment or materials may not have been apparent or detected at the time such payment was made. Materials, equipment, components, or workmanship that does not conform to the requirements of this Agreement may be rejected by City and in such case must be replaced by Artist without as soon as possible. 7.1 The granting or withholding of any approval by the City shall be determined by the City in its sole and reasonable discretion. However, the City shall approve all deliverables if they materially conform to plans or Contract Documents previously approved by the City. If the City withholds approval of any deliverables or Phase, in addition to other rights or remedies available to the City under the Agreement or applicable law, the City shall have the right to terminate this Agreement immediately and shall have no further obligations under this Agreement. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 5 of 7.2 Final Acceptance. Artist shall advise the City in writing when Artist has completed all obligations, services and deliverables under this Agreement and all modifications. The City promptly shall send a Notice of Response identifying in writing any obligations, services or deliverables that Artist has not satisfactorily met, any defects in Artist’s performance, and the requirements for Artist to cure any such default. Artist shall have 20 days from dispatch of the Notice of Response to cure any defects in Artist’s performance identified in the City’s Notice of Response. The Artwork shall not be officially accepted by City unless the City has issued a resolution of Final Acceptance. City shall make a good faith effort to make a determination as to Final Acceptance promptly. 7.3 Public Art Collection. Upon Final Acceptance, the City shall accession the Artwork into the Public Art Collection. Section 8. WARRANTIES/STANDARDS 8.1 Unique. Artist warrants that the design of the Artwork as expressed in the Proposal, Exhibit A, is an edition of one, and that neither Artist nor Artist’s agents will execute or authorize another to execute another work of the same or substantially similar image, design, dimensions and materials as the Artwork. In view of the intention that the installed Work shall be unique, the Artist shall not make any additional exact duplicate. However, this agreement shall not be deemed to prohibit the Artist from reusing the themes, separate elements and concepts incorporated into the Work in new works, so long as any such reuse in new works does not result in a combination which, as a whole, constitutes a work substantially similar to the Work. 8.2 Warranty of Title. Artist represents and warrants that Artist is the sole author of the Artwork and that Artist is the sole owner of any and all copyrights pertaining to the Artwork. Artist further represents that the Artwork is free and clear of any liens and that there are no outstanding disputes in connection with property rights, intellectual property rights or any other rights in the Artwork or any parts of the Artwork. 8.3 The Artist shall faithfully perform the work required under this Agreement in accordance with standards of care, skill, training, diligence, and judgment provided by highly competent professionals who perform work of a similar nature to the Work described in this Agreement. Artist shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, Artist shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons, unless in the Artist's sole opinion, the skill or creativity of such person or persons is essential to the creation of the Work. 8.4 Warranty of Workmanship. The Artist shall guarantee his/her Work to be free from faults of material and workmanship for a period of one (1) year after installation and final acceptance by the City. The Artist shall deliver the Work to the City free and clear of any liens from any source whatsoever. The foregoing guarantees shall apply only to the Work that is entirely that of the Artist or persons responsible to the Artist, as installed, and shall not apply to materials or workmanship of projects in which the Work of the Artist is integrated or combined, or to materials purchased, acquired, or installed by a person or entity not responsible to the Artist. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 6 of 8.5 Warranty of Public Safety. Artist represents and warrants that the Work will not pose a danger to public health or safety in view of the possibility of misuse, if such misuse is in a manner that was reasonably foreseeable at any time during the term of this Agreement. 8.6 Warranty of Acceptable Standard of Display and Operation. Artist represents and warrants that: 8.6.1 Occasional or minimal cleaning and repair of the Artwork and any associated working parts and/or equipment will maintain the Work within an acceptable standard of public display; 8.6.2 Foreseeable exposure to the elements and general wear and tear will cause the Work to experience only minor repairable damages and will not cause the Work to fall below an acceptable standard of public display; and 8.6.3 With general routine cleaning and repair, and within the context of foreseeable exposure to the elements and general wear and tear, the Work will not experience irreparable conditions that do not fall within an acceptable standard of public display, including mold, rust, fracturing, staining, chipping, tearing, abrading and peeling. 8.7 Manufacturer’s Warranties. To the extent the Work incorporates products covered by a manufacturer’s warranty, Artist shall provide copies of such warranties to City. Section 9. MAINTENANCE OF ARTWORK 9.1 Unless specifically provided in this Agreement, Artist shall not be responsible for ongoing maintenance of the Artwork, after acceptance by the City. 9.2 Artist shall provide the City with a General Maintenance Plan for the Artwork, with a detailed description of future anticipated maintenance requirements; a recommended maintenance schedule; anticipated and required care and/or replacement/upgrade of any part of the Artwork and associated moving parts or equipment including any staff time involved in displaying or operating artwork and the frequency of such staff involvement; and written instructions and manufacturer’s specifications for reasonably foreseeable maintenance and preservation activities relating to the Artwork. 9.3 The Artwork shall be durable, taking into consideration that the installation site is an unsecured public space that may be exposed to elements such as weather, temperature variation, and considerable movement of people and equipment. Artist shall ensure that all maintenance requirements will be reasonable in terms of time and expense. 9.4 Although City strives to maintain the Public Art Collection in good repair and condition, City is not required by this Agreement to maintain the Artwork to any particular standard. City may determine to allow the Artwork to deteriorate in accordance with the Artwork’s temporary life span, if deemed appropriate by City or if City lacks sufficient funds for required maintenance and/or conservation. If the Artwork suffers deterioration, City shall have sole discretion to determine whether to remove the Artwork from display as a result of deterioration, whether to replace any portion of the Artwork or translate any component into new media, or whether to maintain the Artwork on display despite its deteriorated condition. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 7 of 9.5 The anticipated life span of the Artwork is 25 years from the date of final acceptance by the City. After that time, the City in its sole discretion may re-evaluate the Artwork 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 Artwork. If the City determines that, through decay, vandalism or other forces, the Artwork has lost its integrity to the point where it should be destroyed, the City shall first offer the Artwork to Artist free of charge and in writing. Section 10. ARTIST’S RIGHTS; CITY’S OWNERSHIP RIGHTS 10.1 The City intends to display the Artwork as originally created by Artist in Exhibit A and to maintain the Artwork in good condition. Public artworks commissioned by the City are sometimes integrated into their site, such that they become an integral, permanent and site-specific part of the building’s architecture or landscaped environment and removal of the artwork would result in significant changes to the artwork and the building’s architecture. City, however, shall preserve complete flexibility to operate and manage City property in the public’s interest. Therefore, City retains the absolute right to alter the Artwork in City’s sole judgment. For example, City may alter the Artwork to eliminate hazard, to comply with the ADA, to otherwise aid City in the management of its property and affairs, or through neglect or accident. If, during or after the term of this Agreement, City finds the Site to be inappropriate, City has the right to install the Artwork at an alternate location that City chooses in its sole discretion. If the Artwork is free-standing such that it can be removed without significant damage to the Artwork or the Site, and if the City authorizes the removal of the Artwork, the City shall take reasonable precautions to minimize alteration of the Artwork during removal. 10.2 With respect to the Artwork produced under this Agreement, and in consideration of the procedures and remedies specified in this Agreement, Artist waives any and all claims, arising at any time and under any circumstances, against City, its officers, agents, employees, successors and assigns, arising under the federal Visual Artists Rights Act (and 113(d)), the California Art Preservation Act (Cal. Civil Code §§987 et seq.), and any other local, state, federal or international laws that convey rights of the same nature as those conveyed under 17 U.S.C. §106A, Cal. Civil Code §§987 et seq., or any other type of moral right protecting the integrity of works of art. If the Artwork is incorporated into a building such that the Artwork cannot be removed from the building without alteration of the Artwork, Artist waives any and all such claims against any future owners of the site, and its agents, officers and employees, for alteration of the Artwork. 10.3 If City intends to take any action with respect to the site or the Artwork that would alter the Artwork, other than routine cleaning and maintenance, the following procedures shall apply: 10.3.1 Notice. Where time permits, City shall make reasonable good faith efforts to notify Artist at least 20 calendar days prior to authorizing any alteration of the Artwork, at the last phone number or address provided by Artist to the City’s Contract Administrator. Where time does not permit prior to alteration of the Artwork – for example, in cases of public hazard, accident or unauthorized alteration – City shall notify Artist within 30 calendar days after such alteration. 10.3.2 Consultation. After receiving such notice, Artist shall consult with City to determine whether the Artwork can be restored or relocated, and to attempt to come to a mutually agreeable plan for disposition of the Artwork. Such consultation shall be without charge by Artist unless otherwise specifically agreed in writing. If City intends to remove the Artwork, Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 8 of Artist shall consult regarding methods to minimize or repair any Alteration to the Artwork caused by such removal and the potential costs of such removal. 10.3.3 Restoration. If the Artwork is altered, with or without prior notice to Artist, and City intends to maintain the Artwork on display, City shall make a reasonable good faith effort to engage Artist in the restoration of the Artwork and to compensate Artist for Artist’s time and efforts at fair market value, which may be the subject of a future Agreement between Artist and City. However, City has no obligation under this Agreement to restore the Artwork to its original condition, to compensate Artist for any restoration work, or to maintain the Artwork on display. If Artist fails or refuses to negotiate with City in good faith with respect to any restoration, City may contract with any other qualified art conservator or artist for such restoration. During Artist’s lifetime, City shall make best efforts not to display or de-accession only a portion of the Artwork without Artist’s consent. 10.3.4 Removal by Artist. Where time permits, if City intends to take action that will destroy or significantly alter the Artwork, such as destruction of all or part of the site, and City determines that it will not remove the Artwork itself, City shall allow Artist to remove the Artwork at Artist’s expense within 60 days of notice from the City of the need to remove the Artwork, in which case title shall revert to Artist. If Artist fails to remove the Artwork within that 60 day period, City may alter the Artwork in any manner, including destroying it, in City’s sole discretion. 10.3.5 Remedies. If City breaches any of its obligations under this Section, Artist’s remedies shall be limited as follows: If City inadvertently fails to provide a required prior notice of alteration, City will provide notice as soon as it discovers the omission, and before alteration of the Artwork if that remains possible. If City alters the Artwork without providing Artist a required prior notice of alteration, Artist shall be given the first right of refusal to restore the Artwork at the same location and City shall make reasonable efforts to provide funding for the restoration. If City funds cannot be made available after reasonable efforts are made to secure such funding, Artist may, but is not obligated to, restore the Artwork at Artist’s expense. If Artist elects not to restore the Artwork, City may retain another artist or conservator to restore it, or may Alter the Artwork in any manner, at City’s sole discretion. 10.4 If City alters the Artwork without Artist’s consent in a manner that is prejudicial to Artist’s reputation, Artist retains the right to disclaim authorship of the Artwork in accordance with California Civil Code §987(d) and 17 U.S.C. §106A(a)(2). 10.5 Except as provided in this Agreement, with respect to third parties who are not officers, employees, agents, successors or assigns of City, Artist retains Artist’s moral rights in the Artwork, as established in the Visual Artists Rights Act (17 U.S.C. §§106A and 113(d)), the California Art Preservation Act (Cal. Civil Code §§987 and 989), or any other local, state, federal or international moral rights laws that protect the integrity of works of art. Accordingly, nothing herein shall prevent Artist from pursuing a claim for alteration of the Artwork against a third party who is not an officer, employee, agent, successor or assign of City. City has no obligation to pursue claims against third parties to remedy or prevent alteration of the Artwork. However, as owner of the Artwork, City may pursue claims against third parties for damages or to restore the Artwork if the Artwork has been altered without City’s authorization. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 9 of Section 11. INTELLECTUAL PROPERTY AND PUBLICITY RIGHTS 11.1 Copyright. Subject to usage rights and licenses granted to City hereunder, Artist shall retain all 17 U.S.C. §106 copyrights in all original works of authorship produced under this Agreement. Artist’s copyright shall not extend to predominantly utilitarian aspects of the Work, such as landscaping elements, furnishings, or other similar objects. If Artist is comprised of two or more individual persons, the individual persons shall be deemed joint authors of the Work. 11.2 City’s Intellectual Property License. Artist grants to City, and to City’s agents, authorized contractors and assigns, an unlimited, non-exclusive and irrevocable license to do the following with respect to the Work, the Artwork, and any original works of authorship created under this Agreement, whether in whole or in part, in all media (including electronic and digital) throughout the universe: 11.2.1 Implementation, Use and Display. City may use and display the Work (to the extent the Work includes graphic representations or models) and the Artwork. To the extent the Work involves design elements that are incorporated by City into the design of the site, City may implement such elements at the site. 11.2.2 Reproduction and Distribution. City may make and distribute, and authorize the making, display and distribution of, photographs and other 2-dimensional reproductions. City may use such reproductions for any City-related purpose, including advertising, educational and promotional materials, brochures, books, flyers, postcards, print, broadcast, film, electronic and multimedia publicity, gifts for City benefactors, documentation of City’s Public Art Collection, and catalogues or similar publications. City shall ensure that such reproductions are made in a professional and tasteful manner, in the sole and reasonable judgment of the City. The proceeds from the sale of any such reproductions shall be used to maintain and support City’s Public Art Collection or for any other public purposes that City deems appropriate. The license granted hereunder includes the right to create 2-dimensional reproductions on items such as tote-bags, T- shirts, coffee mugs and similar merchandise. Nothing hereunder shall be construed to constrain Artist from creating posters, note cards, or other reproductions of the Artwork with appropriate credit to the City. 11.2.3 Public Records Requests. Any documents provided by Artist to City are public records and City may authorize third parties to review and reproduce such documents pursuant to public records laws, including the San Francisco Sunshine Ordinance and California Public Records Act. 11.3 Third Party Infringement. The City is not responsible for any third-party infringement of Artist’s copyright and not responsible for protecting the intellectual property rights of Artist. 11.4. Credit. All reproductions by the City, as potentially identified in 11.2.2 and any/all others, shall contain a credit to the Artist and a copyright notice substantially in the following form: “Copyright © Gordon Huether + Partners, Inc., with the date of the installation and location of the original listed as Dublin, California Public Safety Complex.” The Artist shall use his/her best efforts to include a credit reading substantially "An original work commissioned by the City of Dublin, California" in any public showing under the Artist's control of reproductions of the Work. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 10 11.5 Publicity. City shall have the right to use Artist’s name, likeness, and biographical information, in connection with the display or reproduction and distribution of the Artwork including all advertising and promotional materials regarding City or the City. The City grants the Artist right to use the City’s name and biography for noncommercial purposes in connection with this work. Artist shall be reasonably available to attend any inauguration or presentation ceremonies relating to the public dedication of the Artwork. 11.6 Trademark. In the event that City’s use of the Artwork creates trademark, service mark or trade dress rights in connection with the Artwork, City shall have an exclusive and irrevocable right in such trademark, service mark, or trade dress. 11.7 Resale Royalty. If City sells the Artwork as a fixture to real property, and if the resale value of the Artwork is not itemized separately from the value of the real property, the parties agree that the resale price of the Artwork shall be presumed to be less than the purchase price paid by City under this Agreement. Thus, City has no obligation to pay resale royalties pursuant to California Civil Code §986 or any other law requiring the payment of resale royalties. If City sells the Artwork as an individual piece, separate from or itemized as part of a real property transaction, City shall pay to Artist a resale royalty to the extent required by law, based upon the sale price of the Artwork. 11.8 If for any reason the proposed design is not implemented, all rights to the proposed artwork shall be retained by the Artist. The City shall have no right to implement the proposed artwork, whether or not protected by copyright, unless and until the City and the Artist enter into a subsequent agreement for the implementation of the proposed design. Section 12. OWNERSHIP OF RESULTS AND RISK OF LOSS 12.1 Title Transfer. Except in the case of early termination of this Agreement, title to the Artwork shall transfer from Artist to City upon the City’s Final Acceptance of the Artwork. Title transfer shall be self-executing upon City’s Final Acceptance and Artist receipt of all compensation due under this agreement. Artist will cooperate in providing to City any title transfer documents City may request or require during or after the Term of this Agreement. 12.2 Risk of Loss. The risk of loss or damage to the Artwork shall be borne solely by Artist until Final Acceptance of the Artwork by the City. Artist shall take steps to protect the Artwork from loss or damage. The City staff shall make a good faith effort to inspect the Artwork within 15 days after completion so that the City can approve the Artwork by resolution in a timely fashion. 12.3 Ownership of Documents. Conceptual Design, Design Development Documents, Construction Documents, Samples, Mock-ups and all other documents prepared and submitted by Artist to the City pursuant to this Agreement shall belong to the City. Artist may retain originals of such documents and items and provide copies to City. Section 13. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Artist, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Artist and its agents, representatives, employees, and subcontractors. Artist shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Artist shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Artist's bid. Artist shall not allow any subcontractor to commence work on any subcontract until Artist has obtained all insurance required herein for the subcontractor(s) and provided Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 11 evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 13.2 Commercial General and Automobile Liability Insurance. 13.2.1 General requirements. Artist, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, TWO MILLION DOLLARS ($2,000,000.00) aggregate, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 13.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 (“any auto”). No endorsement shall be attached limiting the coverage. 13.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Artist, including the insured’s general supervision of Artist; products and completed operations of Artist; premises owned, occupied, or used by Artist; and automobiles owned, leased, or used by the Artist. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. 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. d. Any failure of Artist to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 12 e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Artist shall notify City within 14 days of notification from Artist’s insurer if such coverage is suspended, voided or reduced in coverage or in limits. 13.3 All Policies Requirements. 13.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 13.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Artist shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 13.3.3 Subcontractors. Artist shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 13.3.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 13.3.5 Deductibles and Self-Insured Retentions. Artist shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Artist may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Artist procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 13.3.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Artist shall provide written notice to City at Artist’s earliest possible opportunity and in no case later than five days after Artist is notified of the change in coverage. 13.4 Remedies. In addition to any other remedies City may have if Artist fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Artist’s breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 13 Order Artist to stop work under this Agreement or withhold any payment that becomes due to Artist hereunder, or both stop work and withhold any payment, until Artist demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 14. INDEMNIFICATION AND ARTIST’S RESPONSIBILITIES. Artist shall indemnify, defend with counsel mutually selected by the City and Artist, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Artist or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Artist shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Artist or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Artist to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Artist from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Artist acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Artist or any employee, agent, or subcontractor of Artist providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Artist shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Artist or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 15. STATUS OF ARTIST AS INDEPENDENT CONTRACTOR. 15.1 Independent Contractor. At all times during the term of this Agreement, Artist shall be an independent contractor and shall not be an employee of City. City shall have the right to control Artist only insofar as the results of Artist's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Artist accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Artist and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 15.2 Nothing contained in this Agreement shall be construed as limiting the right of Artist to engage in his/her profession separate and apart from this Agreement so long as such activities do not interfere with the performance by Artist of his/her obligations as set forth in this Agreement. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 14 15.3 Artist No Agent. Except as City may specify in writing, Artist shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Artist shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 16. LEGAL REQUIREMENTS. 16.1 Governing Law. The laws of the State of California shall govern this Agreement. 16.2 Compliance with Applicable Laws. Artist and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 16.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Artist and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 16.4 Licenses and Permits. Artist represents and warrants to City that Artist and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Artist represents and warrants to City that Artist and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Artist and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 16.5 Nondiscrimination and Equal Opportunity. Artist shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Artist under this Agreement. Artist shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Artist thereby. Section 17. TERMINATION AND MODIFICATION. 17.1 Termination. City may cancel this Agreement at any time and without cause upon thirty (30) days written notification to Artist. Artist may cancel this Agreement upon thirty (30) days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Artist shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Artist delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Artist or prepared by or for Artist or the City in connection with this Agreement. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 15 17.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Artist understands and agrees that, if City grants such an extension, City shall have no obligation to provide Artist with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Artist for any otherwise reimbursable expenses incurred during the extension period. 17.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 17.4 Assignment and Subcontracting. City and Artist recognize and agree that this Agreement contemplates personal performance by Artist and is based upon a determination of Artist’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Artist. Artist may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Artist shall not subcontract any portion of the performance contemplated and provided for herein, excepting the fabrication and installation of the work, without prior written approval of the Contract Administrator, which approval will not be unreasonably withheld. 17.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Artist shall survive the termination of this Agreement. 17.6 Options upon Breach by Artist. If Artist materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 17.6.1 Immediately terminate the Agreement; 17.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Artist pursuant to this Agreement; 17.6.3 Retain a different Artist to complete the work described in Exhibit A not finished by Artist; or 17.6.4 Pursue any other remedy available in law or equity. Section 18. KEEPING AND STATUS OF RECORDS. 18.1 City Access to Artwork; Inspection of Work and Artwork. City shall have the reasonable right to, at its sole expense, inspect the Work, including the Artwork, at the fabrication Site during any phase of the project at any time. In the event that all or part of the Work is created in a location other than the Site, the City shall have the right to inspect the Work, including the Artwork, at any phase of the project following 48 hours written notice from the City to the Artist. The Artist shall be responsible for facilitating City’s prompt access to Artist’s property or the property of the Artist’s subcontractors where the Work or portions of the Work are being fabricated or installed. 18.2 Status Reports. Artist shall submit written reports regarding the status of the Work, including the Artwork, as may be reasonably requested by the City. The City shall determine the format for the content of such reports. The timely submission of all reports is a necessary and material term and Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 16 condition of this Agreement. The reports, including any copies, shall be submitted on recycled paper and printed on double-sided pages to the maximum extent possible. 18.3 Artist Availability. Artist or Artist’s authorized agent shall be available at Artist’s sole expense for up to 2 visits to Dublin to ensure the proper installation and operation of the Artwork. During each visit to Dublin, Artist shall dedicate a reasonable amount of time to accomplish the task agreed upon by the City and the Artist. 18.4 Records Created as Part of Artist’s Performance. With the exception of model submitted with initial proposal, all reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Artist prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Artist hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Artist agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. It is also agreed that proposal model remains property of the Artist and will be returned to Artist after the finished sculpture is installed. 18.5 Artist’s Books and Records. Artist shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Artist to this Agreement. 18.6 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Artist to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 19. MISCELLANEOUS PROVISIONS. 19.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 19.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda. 19.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 17 19.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 19.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 19.6 Use of Recycled Products. Artist shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 19.7 Conflict of Interest. Artist may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Artist in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Artist shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Artist hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Artist was an employee, agent, appointee, or official of the City in the previous twelve months, Artist warrants that it did not participate in any manner in the forming of this Agreement. Artist understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Artist will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Artist will be required to reimburse the City for any sums paid to the Artist. Artist understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 19.8 Solicitation. Artist agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 19.9 Contract Administration. This Agreement shall be administered by the City Manager or his/her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 19.10 Notices. Any written notice to Artist shall be sent to: Gordon Huether, Owner Gordon Huether + Partners, Inc. 1821 Monticello Road Napa, CA 94558 707-255-5954 gh@gordonhuether.com www.gordonhuether.com Public Art Agreement between the November 20, 2018 City of Dublin and Gordon Huether + Partners, Inc. Page 18 Any written notice to City shall be sent to: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 (925) 833-6645 19.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. _________________________________________ Seal and Signature of Registered Professional with report/design responsibility. 19.12 Integration. This Agreement, including the proposal, scope of work, and payment schedule attached hereto and incorporated herein as Exhibits A, B and C, represents the entire and integrated agreement between City and Artist and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN ARTIST ____________________________ ______________________________ Chris Foss, City Manager Gordon Huether, Owner Gordon Huether + Partners, Inc. Attest: ____________________________ Caroline Soto, City Clerk Approved as to Form: ____________________________ John Bakker, City Attorney 3073454.1 EXHIBIT A PROPOSAL Attached is Artist’s Proposal at the time of the Agreement date. “Proposal” shall mean the proposed visual, aesthetic, and artistic intent and design of the Artwork incorporated in the Contract Documents approved by the Dublin City Council. The most recent design approved by the Dublin City Council is incorporated herein by reference and is binding unless or until changes are approved by resolution of the Dublin City Council. Artist’s Proposal shall be automatically superseded by any Contract Documents that are later approved by the City Council. Artist’s proposal will be developed, fabricated and installed in accordance with Exhibit B: Scope of Work. gordon huether studio art matters 1 DUBLIN PUBLIC SAFETY COMPLEX PUBLIC ART PROPOSAL FOR A MONUMENTAL SCULPTURE AUGUST 2018 gordon huether studio art matters 2 design fabricate install gordon huether studio art matters3 Inspiring humanity by bringing beauty and meaning into the world through art. mission statement gordon huether studio art matters 4 • 75+ public art awards • 175+ private commissions • 30 years experience in designing, fabricating, and installing large-scale, permanent, site specific art installations in a variety of media and applications the artist • Skilled artisans and fabricators • Digital and graphic design • Project Management • Project Development the team • 15,000 square foot studio • Glass Studio • Metal Studio • Wood Studio • Gallery Space • Adminstrative Offices the studio++ gordon huether studio art matters5 creative philosophy tell a story create a sense of place site specific beautiful + inspiring finely crafted meaningful + relevant gordon huether studio art matters6 approach exploration research collaboration refinement fabrication installation conceptual development gordon huether studio art matters7 project goals | dublin public safety complex Create artwork inspired by the core values of commitment, integrity, honor, and trust Convey a sense of community, culture, heritage, history, and positive impact reflective of the Public Safety mission Encourage visibility and visitation for the walking and biking community Create artistic enhancements which complement architecture, style, scale, medium and integrity of complex and surrounding neighborhoods Use materials that require minimal maintenance and withstand local environment gordon huether studio art matters8 proposal narrative | dublin public safety complex I believe my years of experience and past achievements have provided me with the understanding, ability, and insight to fully meet the expectations and goals for the monumental sculpture at the Dublin Public Safety Complex. I have had the honor and privilege of creating public artwork for a number of police and fire departments across the United States, including installations for the new Oklahoma City, OK Police Department Headquarters, Houston, TX Midwest Police Department, San Jose, CA Fire Station #17 as well as an installation for the San Jose, CA police department. These experiences instilled in me a deep appreciation for the valor, leadership and bravery exhibited by members of the police and fire forces and the importance of the relationship between first responders and the communities they serve. I believe public art in civic settings is capable of creating a space for communication and understanding among civil servants and diverse members of the community. I understand that the Public Safety Complex sits in a walkable area that is close to the Dublin Civic Center as well as Downtown Dublin, both of which are close to dynamic residential neighborhoods. The art installation I have proposed conveys the eclecticism and excitement of the diverse community, as well as the ideals and positive message of the Public Safety mission. The work I present for your review will facilitate community relationships, provide a warm and welcoming space for visitors, and complement and illuminate the architectural qualities of the Public Safety Complex through graceful abstraction, material and synergy. My proposal for the exterior plaza embodies the symbol of the remembrance ribbon and and seeks to demonstrate the strength and dedication that our first responders bring to the community without hesitation. The graceful curvature of this 17-foot tall sculpture, inset with lively, colorful dichroic glass, complements the flying architectural lines of the building, and will incorporate seamlessly within the circular plaza, creating a visual poetic dialogue between the landscape and the architecture. The abstracted ribbon provides a welcoming, inviting sense of place that will attract visitors, both on foot and on bicycle, and allow them to interact with the dynamic shape and colors of the sculpture. The blue and red dichroic glass inset in the aluminum is a metaphor for the line that separates order from lawlessness. The gleaming brushed aluminum and the vibrant properties of dichroic glass will enliven the plaza entrance throughout the day and evening, without being a distraction to those driving by on Dublin Boulevard and Clark Avenue. The words “Commitment, Honor, Integrity and Trust” will complete the sculpture by reminding the public of the mission and values for both the Fire and Police Departments. Thank you again for the opportunity to share my proposal for the Dublin Public Safety Complex in Dublin, California. This is an exciting and important project, and it would be a great honor to work with this community to fulfill the vision for this meaningful public art. gordon huether studio art matters9 dublin public safety complex | plaza sculpture Honoring the duality of purpose for both police and fire Synergistic approach: celebrate the cooperation of the two organizations for the best combined public safety efforts Create a welcoming, common ground for diverse communities to come together gordon huether studio art matters10 dublin public safety complex | plaza sculpture gordon huether studio art matters11 inspiration | public safety awareness Universally recognized Symbol of Honor Awareness and respect for a civil society Awareness and respect for the contributions of first responders gordon huether studio art matters12 dublin public safety complex | site plan gordon huether studio art matters13 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters14 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters15 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters16 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters17 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters18 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters19 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters20 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters21 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters22 dublin public safety complex | site plan gordon huether studio art matters23 renderings | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters24 © Gordon Huether + Partners 2018 renderings | plaza sculpture gordon huether studio art matters25 © Gordon Huether + Partners 2018 renderings | plaza sculpture gordon huether studio art matters26 © Gordon Huether + Partners 2018 renderings | plaza sculpture gordon huether studio art matters27 © Gordon Huether + Partners 2018 renderings | plaza sculpture gordon huether studio art matters28 renderings - night | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters29 renderings - night | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters30 renderings - night | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters31 renderings - night | plaza sculpture © Gordon Huether + Partners 2018 gordon huether studio art matters32 Dichroic Glass Dichroic means ‘’two colored’’ and is derived from the Greek words ‘’di’’ for two and ‘’chroma’’ for color. Dichroic glass and acrylic are extremely light sensitive and highly reflective, with fantastic multi- colored and reflective properties. Light transmitted through a dichroic surface will appear to be one color and light reflected from it will appear as a complementary color. As the angle at which the dichroic is viewed changes, the colors that are transmitted and reflected also change. materials gordon huether studio art matters33 Stainless Steel Stainless steel is a lightweight, highly conductive, reflective and non-toxic metal that can be easily machined. The metal’s durability and numerous advantageous properties make it an ideal material for public art applications. materials gordon huether studio art matters34 specifications | plaza sculpture 17'-2"3'-11 1/8" 2"15'-11 3/8"8'-5/8"STAINLESS STEEL BODY DICHROIC GLASS MECHANICALLY FASTENED TO STAINLESS BODY 1'-0" gordon huether studio art matters35 specifications | plaza sculpture 10 1/8"11 1/4" 3'-0"17'-2"15'-11 3/8"8'-5/8"1" DICHROIC GLASS MECHANICALLY FASTENED TO STAINLESS BODY STAINLESS STEEL BODY gordon huether studio art matters36 • The internal structure of the sculpture will be fabricated from square tube, final sizing to be determined during design development phase in coordination with California certified engineer. • The words on the pedestal will be waterjet-cut aluminum mechanically fixed to the concrete. • Rolling the necessary tube to the proper shape using a CNC guided tube bender will create the curves of the internal structure. • Internal trussing will be located within the structure to add strength as specified by an engineer during the design development phase. • The internal structure of the blades will be clad with aluminum sheet with appropriate gauge thickness to be determined during design development phase in coordination with California certified engineer to give a solid appearance. • The exterior aluminum sheet will be attached with welding and structural grade aluminum adhesives as specified by the engineer during the design development phase. • Exterior stainless steel will have a brushed finish applied. • Safety laminated dichroic glass will be cut at the appropriate diameter to create curvature that follows the sculpture’s shape. • Glass will have mounting holes drilled for mechanical fastening to the mounting channel. • Glass components of the blades are approximately 8’ H x 12” W x .75” D. • For glass mounting purposes, a channel will be cut through the sculpture structure and holes will be drilled to allow for mounting of glass components. During installation, glass components will be mechanically fastened and adhered to the mounting channel with a structural grade silicone. • A 1” thick baseplate will be welded at the base of the sculpture for mounting purposes. (Engineer will confirm final dimensions of baseplate during design development phase.) • Baseplate will have mounting holes for securing to a concrete foundation. (Engineer will determine the size and number of anchor holes during design development phase.) *Please note: Dimensions, fabrication, site prep and installation details are for proposal purposes only, and may be subject to modification during design development and/or engineer review. fabrication | plaza sculpture gordon huether studio art matters37 site preparation | plaza sculpture It is understood that Client is responsible for site preparation. Gordon Huether Studio (GHS) will collaborate with Client on site preparation in the following manner: • GHS will provide all necessary calculations and information to Client to ensure that Client’s contractors will be able to prepare the site appropriately for the proper acceptance of artwork. • GHS will collaborate with all necessary parties throughout all stages of site preparation. • GHS will provide recommendations for preparing a foundation that can be integrated into the current site plan. gordon huether studio art matters38 *Please note: Dimensions,fabrication, site prep and installation details are for proposal purposes only, and may be subject to modification during design development and/or engineer review. installation | plaza sculpture • Prior to setting an installation date, GHS will make a site visit to ensure that the site is ready for installation. • Upon confirmation that the site is ready for installation, GHS will ship sculpture as a dedicated truckload to site. • GHS will arrive one day prior to delivery of sculpture to accept required equipment and prepare site for delivery of sculpture. • A crane with operator, 40 ft articulating boom lift, generator and miscellaneous hand tools will be required for installation. • When truck arrives on site with sculpture at scheduled time, GHS, with crane operator, will rig the sculpture for lifting and setting on foundation. As soon as truck is unloaded, it will demobilize from site. • Once sculpture is set on foundation, GHS will drill holes and set anchor bolts to the appropriate size and embedment depth, (as determined by engineer). Setting anchor bolts after sculpture is set on foundation helps prevent anchors from being set improperly during the pouring of the foundation and allows for slight adjustment if needed during installation. • GHS will then secure sculpture with the anchor bolts to foundation. • Once sculpture is secured to the foundation, crane and operator will demobilize. • GHS will use articulating boom lift to set dichroic glass into the predetermined locations on sculpture. Each piece of glass will be secured within the mounting channel with mechanical fasteners as well as structural grade silicone. • Glass will be cleaned as it is installed. • All aluminum components will be cleaned and polished. • Site will be cleaned and all equipment demobilized. • GHS will demobilize. gordon huether studio art matters39 estimated budget | plaza sculpture BUDGET ITEM ESTIMATED COST Artist Fee $60,000 Project Managment $16,800 Design Management, Engineer Coordination, Material Purchasing, Fabrication Scheduling and Coordination, Site Work Coordination, Shipping Coordination, Equipment Coordination, Installation Coordination Client Communications, General Project Oversight Digital Design $7,000 Renderings, Digital Modeling, Shop Drawings, etc. (GHS staff) Engineering $13,800 Fabrication | Materials $103,600 Stainless Steel, Glass, Hardware, Plaque, etc. Fabrication | Labor $64,400 Material Prep, Welding, Water Jet Cutting, Stainless Steel Tube Rolling, Glass Lamination, Glass Drilling, Assembly, Polishing, etc. Shipping $6,800 Crating, Permitting, Dedicated Truckload Delivery Installation $27,600 Equipment, Crane and Operator, Installation, Labor TOTAL ESTIMATED BUDGET $300,000 gordon huether studio art matters40 budget note | plaza sculpture In determining project budgets, GHS considers contingency, insurance, studio space and other administrative costs to be part of our business overhead. The proposed budget reflects this consideration. Estimated budget is for proposal purposes only, and may be subject to modification during design development and/or engineer review. Due to the fluctuating costs of project materials and other elements, the proposed budget is valid for 90 days from date of presentation, only. After 90 days, if a contract is not yet executed, proposed design will need to be re-assessed to account for any increase in costs. gordon huether studio art matters41 estimated timeline | plaza sculpture Task/Phase Estimated Duration Design Development 6 - 8 weeks Fabrication 12 - 16 weeks Crating + Shipping 1 - 2 weeks Installation 5 - 7 days TOTAL 20 - 27 weeks Note: Timeline commences at execution of contract between GHS and client and will be established according to contractual agreement. gordon huether studio art matters42 maintenance plan | plaza sculpture The only maintenance required will be occasional washings with a mild detergent to remove any possible soiling. GHS suggests cleaning sculpture twice a year initially, to determine if frequency of washing should be increased or decreased. gordon huether studio art matters43 past work gordon huether studio art matters44 IN HONOR OF THE FALLEN OKLAHOMA CITY POLICE HEADQUARTERS | 2015 | ALUMINUM, DICHROIC GLASS, FUSED GLASS | 18’ DIA, 70’ PATHWAY gordon huether studio art matters45 NAPA 9/11 MEMORIAL CITY OF NAPA, CA | 2013 | SALVAGED STEEL BEAMS, GLASS | 25’ H X 25’ D gordon huether studio art matters46 UP WE GO YOUNTVILLE, CA | 2017 | EXTRUDED ALUMINUM, DICHROIC GLASS | 20’ H X 6’ W gordon huether studio art matters47 GLOBUSSPHARE LOSSBURG, GERMANY | 2009 | STAINLESS STEEL, PYREX, DICHROIC GLASS, BORO-ARTISTIC GLASS RODS | 16’ DIA gordon huether studio art matters48 PORTAL TOLEDO, OH | 2013 | ALUMINUM | 14’ H X 14’ W X 4’ D gordon huether studio art matters49 SILVER TWIST BURBANK, CA | 2010 | STAINLESS STEEL AND DICHROIC GLASS | 14’H X 5.5’ W X 4’D gordon huether studio art matters 50Thank You EXHIBIT B SCOPE OF WORK SCHEDULE FOR COMPLETION OF WORK. The following fabrication schedule shall be adhered to in the performance of the work. During the term of this Agreement, the City Project Manager must approve Artist’s work at each phase of development before the Artist proceeds to the next phase. The City Project Manager for this Agreement is: Tegan McLane Heritage and Cultural Arts Manager 100 Civic Plaza Dublin, CA 94568 (925) 556-4565 tegan.mclane@dublin.ca.gov EXECUTION OF CONTRACT – 10% Overall DELIVERABLES: DUE DATE: 1. Fully Executed Contract 2. Evidence of All Required Insurance, Dublin Business License November 30, 2018 (Est.) November 30, 2018 PHASE I: ENGINEERING – 25% Overall The scope of work under this phase includes completion of engineering documents for the Artwork. Artist shall participate in in-person meetings, conference calls, etc. with the Public Safety Complex Design and Construction Team as needed to incorporate Artwork into the project construction documents and landscape architecture design. The Artist shall work with a California-licensed engineer to provide the City with stamped drawings for the Artwork and its incorporation into existing front-of-building landscaping. Phase shall be considered complete when stamped engineering documents are received by the City Project Manager. Payment may be released earlier than the date specified should the Phase be deemed complete. DELIVERABLES: DUE DATE: 1. Engineered Drawings 2. Final Dimensional Design Documents for Integration with Construction Documents 3. Material Samples and/or Mock Ups as Requested by Design Team 4. Artist’s Confirmation via e-mail that Architect’s Design Development and/or Construction Documents accurately integrate of Artist’s Proposal within the Site and provide the City and Architect with written comments and/or corrections. January 15, 2019 (Est.) January 15, 2019 (Est.) December 1, 2018 (Est.) January 15, 2019 (Est.) PHASE II: LETTERING & FOUNDATION FABRICATION - 45% Overall The scope of work under this phase includes completion of the art foundation and lettering. Artist shall participate in in-person meetings, conference calls, etc. with Developer’s Design and Construction Team as needed to incorporate Artwork into the project construction documents and park design, Artist shall coordinate his/her communications with the Developer through the City Project Manager, copying the City Project Manager on all correspondence. The preparation of the Site for installation of the Artwork shall be the responsibility of the Developer in accordance with a separate written agreement between City and the Developer. The City shall be responsible for providing electrical conduit to the point of the artwork, but not for installing the artwork lighting. Working in cooperation with the Developer, Artist’s concrete sub will complete the plinth, which is considered part of the Artwork, in preparation for installation of the sculpture. Notwithstanding the foregoing, City agrees to obtain a change-order quote from its own contactor for the concrete portion of the work. Should Artist and City mutually choose to have the City issue a change order and use City’s contractor for the concrete plinth, Artist’s compensation as set forth in Exhibit C pertaining to Phase II-Lettering and Foundation, shall be reduced by the amount of the change-order. If Artist and City exercise this option, the City will pay its contractor directly. Phase will be considered complete when satisfactory inspection reports have been received by City Project Manager. Payment may be released earlier than date specified should Phase be deemed complete. Artist shall take reasonable means to protect improvements on the site during the course of the Artist’s work. Artist is responsible for cleaning up after their work and properly disposing of any debris generated by their work. DELIVERABLES: DUE DATE: 1. Waterjet cut lettering 2. Concrete and electrical work complete 3. Progress Report to indicate any potential change to installation timeline. January 30, 2019 (Est.) February 28, 2019 (Est.) February 28, 2019 (Est.) PHASE III: SCULPTURE FABRICATION MIDPOINT - 60% Overall The scope of work under this phase includes obtaining all raw materials and cutting/preparing them for fabrication: Artist will purchase and receive all materials for sculpture fabrication. Artist will have all tubing for internal structure rolled to specified shapes. Artist will have all tubing for internal structure cut to specified sizes. Artist will have dichroic glass panels will be cut to specified size and safety laminated. Artist will fabricate the sculpture, addressing any concerns previously noted by the City. Artist will keep the City apprised with monthly email progress reports. Artist will facilitate a Studio visit from any City officials who wish to see the work in progress. This applies only to portions being fabricated in the Artist’s Studio. Phase will be considered complete when all deliverables have been received by City Project Manager. Payment may be released earlier than date specified should Phase be deemed complete. DELIVERABLES: DUE DATE: 1. Photo documentation of the sculpture fabrication benchmarks. 2. Progress Report to indicate any potential change to project timeline. July 1, 2019 (EST.) July 1, 2019 (EST.) PHASE IV: SCULPTURE FABRICATION COMPLETE – 75% The scope of work under this phase includes completion of the sculpture and preparations for installation. Artist shall complete the sculpture, including, if agreed upon separately, fabrication of spare dichroic glass panels. Both parties understand and agree that fabrication of spare dichroic glass panels is not part of the scope of this agreement, and it will only be completed if there is a separate agreement and compensation negotiated and executed. Artist will the City apprised with monthly email progress reports. Artist shall create with the City Project Manager and Developer an installation plan indicating the staging and sequence of all aspects of installation. The Installation Plan must include a detailed description of the estimated duration of installation, the equipment to be used, and all workers who will be on site to assist. Artist shall work cooperatively with the City to draft Artist Statement, which is to be incorporated into the plaque installed at the site. The City requires that all signage to be displayed on City property adhere to conventionally accepted spelling and punctuation, proper grammar and City style preferences, as determined by the City of Dublin Public Information Officer. Phase will be considered complete when all deliverables have been received by City Project Manager. Payment may be released earlier than date specified should Phase be deemed complete. DELIVERABLES: DUE DATE: 1. Delivery and Installation Plan developed with City Project Manager and Design Team 2. City approval of an Artist Vision Statement and signage text. 3. City Project Manager’s onsite inspection of the sculpture at Gordon Huether Studio and signoff. 4. Progress Report to indicate any potential change to installation timeline. September 30, 2019 (EST) October 1, 2019 (EST.) November 1, 2019 (EST.) November 1, 2019 (EST.) PHASE V: INSTALLATION & CLOSEOUT – 100% The scope of work under this phase includes installation of the sculpture and plaque: Artist shall prepare the Artwork for transportation in accordance with customary industry standards for the transportation of fine works of art. If necessary, City shall provide Artist with an adequate no-fee storage location for the Artwork. Storage will be at the Artist’s risk and covered by his insurance. If necessary, Artist shall provide for the transportation of the Artwork from storage to the installation site. Artist shall not transport the Artwork until access to the Site has been approved and scheduled by the Contract Administrator. Artist shall coordinate with the City, the Developer and General Contractor prior to and during the installation of the Artwork. Artist shall coordinate Artist’s activities on site with the Developer and General Contractor through the Construction Management Team and/or the City staff. Artist shall take reasonable means to protect improvements on the site during the course of the Artist’s work. Artist is responsible for cleaning up after their work and properly disposing of any debris generated by their work. Artist shall supply all hardware necessary for installation. Artist shall provide and install all lighting fixtures necessary to illuminate the sculpture and lettering. Where Artist’s Artwork is associated with that of the General Contractor, or any other Contractor engaged by the Developer to do work on the Site, Artist shall examine the work of such other Contractor and report in writing to the City and Developer any visible defect or condition preventing the proper execution of Artist’s Work. If Artist proceeds without giving notice, the Artist shall be held to have approved the work or material and the existing conditions, and shall be responsible for any defects in Artist’s own Work consequent thereon, and shall not be relieved of any obligation or any guarantee because of any such condition or imperfection. To the extent that any part of the Artist’s Artwork is to interface with work performed or installed by the General Contractor or other Contractor engaged by Developer to perform work on the Site, Artist shall inspect and measure the in-place work and promptly report to the City and Developer any defect in such in-place work that will impede or increase the cost of Artist’s interface unless corrected. City and/or its authorized representatives will require the party responsible for the defective work to make corrections so as to conform to its contract requirements, or if the defect is the result of a default or omission in the contract documents, may issue a change order. If Artist fails to measure, inspect and/or report defects that are reasonably discoverable, all costs of accomplishing the interface shall be borne by Artist. The forgoing does not apply to latent defects. Artist shall report to City any latent defects in another Contractor’s work at any time such defects become known. City or its authorized representatives shall promptly thereafter take such steps as may be appropriate. Any difference or conflict that may arise between Artist and Developer, General Contractor, or other Contractors engaged by City to perform work on the Site, shall be adjusted as determined by City, its agents, or its authorized representatives when necessary to facilitate the work of Artist and/or other Contractors or workers. Damages or claims by Artist are allowed only when a delay in the completion or installation of the work results from 1) the negligence or intentional act or omission of Contractors or workers other than the Artist, or 2) issues are discovered at the installation site, that were not discoverable during the site visit. Any change order for an extension of time must be for a period of time mutually agreed upon by the City and Artist. Artist shall deliver all information necessary for the City to properly care for and maintain the Artwork, including information regarding the physical make-up of the Artwork, methods and materials, and information about the artistic intent of Artist in the Design, Fabrication and Installation of the Artwork Phase will be considered complete when all deliverables have been received by City Project Manager. Artist is invited, but not required, to attend artwork dedication in conjunction with the Building opening event. Artist will be given at least three months’ notice of the selected Building Opening date. While every effort will be made to coordinate with the Artist’s schedule, the Building Opening event will not be rescheduled in the event that the Artist is unable to attend on the selected date. DELIVERABLES: DUE DATE: 1. Successful installation of Artwork. 2. Final inspection of the Artwork immediately after installation. 3. Final inspection by the City of Dublin and closed permits. 4. Receipt of Artwork Maintenance Records November 30, 2019 (EST) November 30, 2019 (EST) Within 30 Days of Installation Within 30 Days of Installation EXHIBIT C PAYMENT SCHEDULE % COMPLETION PHASE OF WORK DESCRIPTION OF PHASE By Phase Overall ARTIST FEE EXECUTION Execution of Contract 10% 10% $30,000 Phase I Engineering 15% 25% $50,000 Phase II Lettering and Foundation 20% 45% $50,000 Phase III Sculpture fabrication midpoint 15% 60% $50,000 Phase IV Sculpture fabrication complete 15% 75% $50,000 Phase V Installation and Closeout 25% 100% $70,000 TOTAL ARTIST FEE $300,000