Loading...
HomeMy WebLinkAboutReso 15-19 Public Art Installation and Maintenance Agreement for the Kaiser Dublin Medical Center RESOLUTION NO. 15 — 19 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A PUBLIC ART INSTALLATION AND MAINTENANCE AGREEMENT FOR THE KAISER DUBLIN MEDICAL CENTER WHEREAS, Kaiser Permanente ("Developer") is building and will operate a specialty medical office and cancer center at 3100 Dublin Boulevard commonly referred to as the Kaiser Dublin Medical Center; and WHEREAS, Developer is required under Dublin's Public Art Ordinance, Municipal Code section 8.58.060(A) to install City Council-approved public art with its specialty medical office and cancer center; and WHEREAS, on July 18, 2017, City Council approved Developer's proposed public artwork by artist Rob Ley; and WHEREAS, Developer has entered into a contract with artist Rob Ley to complete the approved artwork; and WHEREAS, artist Rob Ley has completed fabrication of the approved art; and WHEREAS, Developer is installing the completed artwork as required; and WHEREAS, Dublin's Public Art Ordinance, Municipal Code section 8.58.070(D) requires that developer execute an agreement with the City, prior to occupancy of the first structure in the project, which sets forth the ownership, maintenance responsibilities, and insurance coverage for the public artwork. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does approve the Public Art Installation and Maintenance Agreement for the Kaiser Dublin Medical Center, attached hereto as Exhibit A and authorizes the City Manager to execute the agreement and make any other minor amendments as necessary to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 19th day of March 2019, by the following vote: AYES: Councilmembers Goel, Hernandez, Josey, Kumagai and Mayor Haubert NOES: ABSENT: ABSTAIN: Mayor ATTEST: ao 4: A' City Clerk Reso No. 15-19, Adopted 3/19/2019, Item 4.4 Page 1 of 1 4838-1494-9257.7 1 PUBLIC ART INSTALLATION AND MAINTENANCE AGREEMENT FOR KAISER DUBLIN MEDICAL CENTER This PUBLIC ART INSTALLATION AND MAINTENANCE AGREEMENT (“Agreement”) is dated as of March 19, 2019 (“Effective Date”), and is entered into between the CITY OF DUBLIN, a California municipal corporation (“City”), and KAISER FOUNDATION HOSPITALS, a California nonprofit public benefit corporation (“Owner”). City and Owner may be referred to individually as a “Party” or collectively as the “Parties.” City and Owner enter into this Agreement with reference to the following recitals of fact (each, a “Recital”): RECITALS A. Owner is the owner of property in the City of Dublin (“City”) generally located on the south side of Dublin Boulevard between Keegan and Lockhart Streets, known as Phase 1A of the larger Kaiser Dublin Medical Center located at 3200 Dublin Boulevard (APN 985-27- 20) (“Property”). Owner is currently developing, as Phase 1A, a three-story, 220,000 square foot specialty medical office and cancer center at the Property (“Project”). B. On September 20, 2016, the City Council approved Resolution No. 152-16, a Site Development Review Permit for Phase 1A of the Kaiser Dublin Medical Center Project for the Project (“SDR Permit”). SDR Permit condition of approval number 18 (the “Condition”) requires Owner to acquire and install a public art project in accordance with Chapter 8.58 of the City Municipal Code valued at an amount equal or exceeding 0.5% of the building valuation (exclusive of land) for the Project, and thus a minimum of $600,000.00, to comply with the City’s requirements and to, prior to first occupancy of the Project, (a) secure completion of the Public Art Project in a manner deemed satisfactory to the City and (b) execute an agreement between the City and Owner that sets forth the ownership, maintenance responsibilities and insurance coverage for the Public Art Project, with the condition that all Public Art installations are subject to the approval of the City Council upon recommendation by the Heritage and Cultural Arts Commission. C. Owner’s Project architect, SmithGroup JJR, Inc. (“SmithGroup JJR”), entered into a contract with Manifold Works, LLC (“Artist”), dated August 10, 2016, to design public artwork (the “Public Art”) for the Project (“Artist Agreement”), to be performed under the contract between SmithGroupJJR and Owner, dated April 29, 2015. Owner’s General Contractor, McCarthy Building Companies, Inc., entered into an agreement with Carlson Arts, LLC (“Art Installer”) to fabricate and design the Public Art, on or around March 19, 2018 (“Installation Agreement”). Under the Installation Agreement, the Art Installer agreed to fabricate, transport and install the Public Art at the Project. The Installation Agreement contains warranties, standards and releases. A copy of the Artist Agreement is attached hereto and incorporated herein by reference as Exhibit A-1, and a copy of the Installation Agreement is attached hereto and incorporated herein by reference as Exhibit A-2. 4838-1494-9257.7 2 D. On June 8, 2017, the Heritage and Cultural Arts Commission reviewed the proposed Public Art Project design prepared by the Artist and Owner and recommended approval of the Public Art Project design to the City Council. The proposed Public Art Project is a monumental wall sculpture consisting of approximately 3,000 painted aluminum panels bent to specific angles and fastened to a steel frame on the northern exterior of the Project (the "Public Art"). The Public Art contains two images of the natural environment in the Tri-Valley area offering a variable visual experience depending on the vantage point of the viewer and the pace at which they are moving through the site. The Public Art will be installed in the locations set forth on Exhibit B, which is attached hereto and incorporated herein by reference. E. The Parties desire to enter into this Agreement to memorialize the City’s approval of the Public Art Project. Further, compliance with this Agreement is intended to fully satisfy Condition of Approval #18 of the Project as to Owner’s obligation to enter into an agreement setting forth ownership, maintenance responsibilities and insurance coverage for the Public Art Project. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION AND THE PROMISES AND COVENANTS OF CITY AND OWNER SET FORTH IN THIS AGREEMENT, CITY AND OWNER AGREE, AS FOLLOWS: TERMS AND CONDITIONS 1. PUBLIC ART INSTALLATION, OWNERSHIP AND MAINTENANCE 1.1 Installation and City Manager Determination. Owner shall cause the Public Art to be installed at the Project at the locations set forth on Exhibit B. Within five (5) business days of Owner providing notice of the installation to the City, the City Manager, or his or her designee, shall notify Owner of the City's determination that the Public Art has been completed in general conformance with Artist Statement attached hereto as Exhibit C, which determination shall not be unreasonably withheld, conditioned or delayed. If such determination cannot be made, the City Manager or his or her designee shall provide written notice to Owner's representative by e- mail, in accordance Section 2.2, specifying the corrective work needed for compliance. Owner will diligently pursue the corrective actions required to bring the Public Art into compliance. Owner will notify the City upon completion of the corrective work, and the City Manager or his or her designee will again be permitted five (5) days to inspect the work as provided in this paragraph. Failure of the City Manager to provide written notice of compliance or corrective work needed as described herein shall be deemed approval, and certificates of occupancy shall not be withheld for failure to satisfy the Condition. 1.2 Ownership and Owner’s Maintenance. Following the City’s approval or deemed approval, as set forth in Section 1.1 above, Owner shall accept the Public Art from the Art Installer. Thereafter, Owner shall own the Public Art and shall maintain the Public Art, at its sole cost and expense, in good repair and condition and in accordance with the general maintenance plan prepared by the Artist. Owner will use reasonable efforts to maintain the Public Art in good repair and condition. If the Public Art suffers deterioration due to any cause other than Owner’s failure to maintain the Art, Owner and City shall meet and confer in good faith to determine whether to replace any portion of the Public Art or translate any component 4838-1494-9257.7 3 into new media, or whether to restore the Public Art. The anticipated life span of the Public Art is 40 years from the date of approval or deemed approval by the City, as set forth in Section 1.1 above. After that time, Owner may, in consultation with City, re-evaluate the Public Art to determine if it retains its identity as a work of art and, if not, whether to take appropriate action, including the possibility of destroying the Public Art. In the event that the Owner, in consultation with City, determines that the Public Art does not retain its identity as a work of art and Owner wishes to destroy the Public Art, the Owner must replace the Public Art with art of similar value, adjusted for inflation (“Replacement Art”). Any proposed Replacement Art must be approved by the City prior to the destruction of the Public Art. 1.3 City’s Maintenance Option. In the event that Owner fails to maintain the Public Art in accordance with this Agreement, City shall provide written notice of such condition. In the event that Owner fails to cure or commence to cure the condition within thirty (30) days following receipt of such notice, the City shall have the right, but not the obligation, to perform all acts necessary to cure such condition (or to pursue such other remedy available to the City), including without limitation the right to access the Public Art, and to receive from Owner the City’s costs for such action(s). 1.4 Modifications; Relocation. Owner intends to display the Public Art as originally designed by Artist at the location set forth on Exhibit B. Notwithstanding the foregoing, Owner may make minor modifications to the Public Art and/or relocate the Public Art with the consent of the Director of Parks and Community Services, which shall not be unreasonably withheld, conditioned or delayed. 1.5 Visual Barriers. The Parties agree that no structures or visual barriers of any kind that impair or impede the public’s ability to view the Public Art shall be constructed or maintained on or adjacent to the Public Work, nor shall the Parties do anything that shall prevent, impair, or discourage the public’s ability to view the Public Art. 1.6 Insurance. Owner and Art Installer are required to secure and maintain insurance during the fabrication and installation phase of the Public Art as set forth in the Installation Agreement. Owner shall provide City with verification of the required insurance under the Installation Agreement. In addition, Owner shall obtain and maintain in effect a combined single limit policy of liability insurance not less than one million dollars ($1,000,000) covering the Public Art placed with insurers with a Bests’ rating of no less than A:VII and shall name the City as an additional insured on such policy. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Any failure of Owner to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. Owner shall notify City within 14 days of notification from Owner’s insurer if such coverage is suspended, voided or reduced in coverage or in limits. 1.7 Satisfaction of the Condition. City agrees that compliance with this Agreement shall fully satisfy the Condition. Provided Owner is in substantial compliance with this Agreement and has otherwise fulfilled any non-Public Art-related requirements, the City may not 4838-1494-9257.7 4 withhold issuance of Project building permits and/or certificates of occupancy, including but not limited to the first certificate of occupancy for the Project, based on the Condition. 2. GENERAL PROVISIONS 2.1 Incorporation of Recitals. The Recitals set forth above are true and correct and incorporated into this Agreement by reference. 2.2 Notices, Demands and Communications Between the Parties. 2.2.1 Delivery. Any and all notices submitted by any Party to another Party pursuant to or as required by this Agreement, unless otherwise specified, shall be proper if in writing and dispatched (i) by messenger for immediate personal delivery, nationally recognized overnight (one business day) courier (i.e., United Parcel Service, Federal Express, etc.), (ii) by registered or certified United States mail, postage prepaid, return receipt requested, to the address of the recipient Party, as designated in this Section, or (iii) via electronic mail, provided that a “hard copy” thereof is promptly thereafter sent by registered or certified mail, return receipt requested, and properly addressed. Notices may be sent in the same manner to such other addresses as the Parties may from time to time designate by notice in accordance with this Section. Notice shall be deemed received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is dispatched by messenger for immediate personal delivery or via electronic mail, one business day after delivery to a nationally recognized overnight carrier or two (2) calendar days after it is placed in the United States mail in accordance with this Section 2.2.1. Any attorney representing a Party may give any notice on behalf of such Party. 2.2.2 Addresses. The notice addresses for the Parties, as of the Effective Date, are as follows: To Owner: Kaiser Permanente 3100 Dublin Blvd. Dublin, CA 94568 Attn: Percy Hsieh, NFS Project Manager Telephone: (510) 384-8592 Email: percy.hsieh@kp.org With a copy to: Coblentz Patch Duffy & Bass LLP One Montgomery Street, Suite 3000 San Francisco, CA 94104 Attn: Megan Jennings Telephone: (415) 391-4800 Email: mjennings@coblentzlaw.com To City: City of Dublin 100 Civic Plaza Dublin, California 94568 Attn: City Manager 4838-1494-9257.7 5 Telephone: (925) 833-6650 Email: city.manager@dublin.ca.gov With a copy to: Meyers Nave 555 12th Street, Suite 1500 Oakland, CA 94607 Attn: John D. Bakker, Esq. Telephone: (510) 808-2000 Email: jbakker@meyersnave.com 2.3 Relationship of Parties. The Parties each intend and agree that City and Owner are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association between them. 2.4 Legal Actions. Either Party may institute legal action, at law or in equity, to enforce or interpret the rights or obligations of the Parties under this Agreement or recover damages. 2.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by a Party of one or more of such rights or remedies shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies for the same default or the same rights or remedies for any other default by the other Party or Parties. 2.6 Principles of Interpretation. A word, term or phrase defined in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The words “include” and “including” in this Agreement shall be construed to be followed by the words: “without limitation.” Each collective noun in this Agreement shall be interpreted as if followed by the words “(or any part of it),” except where the context clearly requires otherwise. Every reference to any document, including this Agreement, refers to such document, as modified from time to time (excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. The word “or” in this Agreement includes the word “and.” Every reference to a law, statute, regulation, order, form or similar governmental requirement refers to each such requirement as amended, modified, renumbered, superseded or succeeded, from time to time. 2.7 Governing Law. The procedural and substantive laws of California shall govern the interpretation and enforcement of this Agreement, without application of conflicts or choice of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the County of Alameda, State of California. All legal actions arising from this Agreement shall be filed in the Superior Court of California in and for the County of Alameda or in the United States District Court with jurisdiction in the County. 4838-1494-9257.7 6 2.8 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person or entity other than the Parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any Party or give any third person any right of subrogation or action over or against any Party. 2.9 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component, the performance of such obligation within the time specified is of the essence. 2.10 Legal Costs. In the event that a Party brings an action to enforce this Agreement or otherwise arising out of this Agreement, the prevailing Party in such action shall be entitled to recover from the other Party its Legal Costs (which shall be defined to include all reasonable costs and expenses such Party incurs in any legal proceeding, or other matter for which such Party is entitled to be reimbursed for its Legal Costs, including reasonable attorneys’ fees, court costs and expenses and consultant and expert witness fees and expenses). 2.11 Entire Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to all or any portion of the Public Art. 2.12 Waivers and Amendments. All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the appropriate authorities of the Parties. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Agreement, at any one time or more times, be deemed a waiver or relinquishment of such right or power at any other time or times. 2.13 Assignment. With the City’s written consent, which will not be unreasonably withheld or delayed, Owner may assign the rights, interests and obligations of Owner arising under this Agreement to a successor in interest or assignee of Owner at which point Owner shall have no further liability hereunder. Owner shall notify the City in writing of the assignment at least thirty (30) calendar days following completion of the assignment. 2.14 Successors and Assigns. All references to the Owner in this Agreement shall be deemed to refer to and include KAISER FOUNDATION HOSPITALS, a California nonprofit public benefit corporation, and all successors and assigns to KAISER FOUNDATION HOSPITALS, a California nonprofit public benefit corporation. 2.15 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement, whether prior to or following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non-appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. 4838-1494-9257.7 7 2.16 Counterparts. This Agreement may be executed in one or more counterparts. All counterparts so executed shall constitute one agreement, binding on all Parties, even though all Parties are not signatory to the same counterpart. The Parties agree to accept signed copies of this Agreement transmitted by electronic facsimile copies as original documents. The Parties acknowledge that copies of this Agreement may be transmitted by a Party over the Internet and printed by the recipient and that the printed document may contain different type styles and type sizes, different pagination and different formatting that the original copy of the Agreement in the possession of the Party sending the Agreement. The Parties agree that any such copies of this Agreement shall be accepted by the Parties as true and correct originals of the Agreement so long as the actual text of the Agreement remains the same. This Agreement constitutes the entire understanding and Agreement of the Parties regarding the subject matter of this Agreement. [SIGNATURES FOLLOW ON NEXT PAGE.] Exhibit A EXHIBIT A-1 Artist Agreement (See attached.) CONSULTANT AGREEMENT SGJJR Project Title: Kaiser Permanente Dublin SMOB and Cancer Center SGJJR Project Location: Dublin, CA SGJJR Project Number: 20681.000 This Consultant Agreement (the “Agreement”) is entered into effective as of August 10, 2016 (the ‘Effective Date’) by and between Manifold Works, LLC (“Consultant”) and SmithGroupJJR, Inc. (“SmithGroupJJR”) hereinafter referred to as the parties, for Consultant services related to Kaiser Permanente Dublin SMOB and Cancer Center located at 3200 Dublin Boulevard, Dublin, CA (“Project”) to be performed under the contract between SmithGroupJJR and Kaiser Foundation Health Plan, Inc. located at 1950 Franklin St. Oakland CA, 94612 (“Client”) dated April 29, 2015 (“Prime Agreement”) for services related to the Project. Now, therefore, in consideration of the mutual promises and conditions contained in this Agreement, the parties agree to be bound by the terms and conditions set forth herein: 1. Term of Agreement 1.1 The term of this Agreement (‘Term’) shall commence on the Effective Date and terminate at the option of SmithGroupJJR, with or without cause or at the completion of SmithGroupJJR services at substantial completion of the Project as defined by the Prime Agreement. In the event that the Consultant is terminated for convenience, the Consultant shall be, subject to Paragraph 4, compensated for services properly performed up through the date of termination. 1.2 If, in the reasonable opinion of SmithGroupJJR, the Consultant (i) fails in any material respect to timely provide its Services, (ii) fails to comply with the provisions of this Agreement, (iii) makes a general assignment for the benefit of its creditors, (iv) has a receiver appointed, or (v) becomes insolvent, then, after serving seven (7) days written notice, unless the condition specified in such notice has been eliminated within such seven (7) days or, if the condition is not capable of being eliminated within such seven (7) day period, SmithGroupJJR, at its option, may, (a) take such steps as are necessary to overcome the condition, in which case the Consultant shall be liable to SmithGroupJJR for any cost thereof, or (b) partially or wholly terminate for default the Consultant’s continued performance of its duties for the Project. In the event of termination for default, SmithGroupJJR may, at its option, use all of Consultant’s Instruments of Service (as defined later in this Agreement) for completion of the Project, take assignment of any or all of the Consultant’s agreements with any lower-tier third parties and/or have the remainder of the Consultant’s obligations completed by whatever means SmithGroupJJR deems expedient. 1.3 In the event of any termination of this Agreement for cause (or otherwise by reason of any breach, default or violation of this Agreement by Consultant), Consultant shall remain liable for all damages sustained by SmithGroupJJR by reason of such default and termination and SmithGroupJJR shall have and retain all rights and remedies, whether at law or in equity. SmithGroupJJR’s right to require strict performance of any and all obligations in this Agreement shall not be affected in any way by any previous waiver, forbearance or course of dealing. 2. Consultant’s Responsibilities 2.1 Intentionally not used 2.2 Intentionally not used Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 1 - 12/01/2016 2.3 The Services to be provided by Consultant under this Agreement includes conceptual design services for the City of Dublin mandated .5% for environmental artwork. Conceptual design will include illustrations through drawings and renderings, and possible animation and / or model if required to convey concept. Current approximate budget of mandated environmental artwork is $650,000. Environmental artwork is slated for north façade of building in area indicated in Exhibit ‘A’ attached hereto and incorporated herewith. Notwithstanding the foregoing, all terms and conditions proposed by Consultant, whether in a written proposal or otherwise, which are different from or in addition to the terms and conditions of this Agreement, are unacceptable to SmithGroupJJR, are expressly rejected by SmithGroupJJR, and shall not become part of this Agreement. Consultant’s execution of this Agreement or commencement of any services under this Agreement shall constitute Consultant’s acceptance of the terms and conditions of this Agreement only. 2.4 The Consultant is an independent Contractor, is responsible for methods and means used in performing the Consultant’s services under this Agreement and is not an employee, agent or partner of SmithGroupJJR. The Consultant will not be responsible for the acts or omissions of SmithGroupJJR. 2.5 If applicable, the Consultant will recommend to SmithGroupJJR that appropriate procedures, methods, tests, reports, investigations and analyses be obtained for proper execution of the Consultant’s services. 2.6 Intentionally not used 2.7 SmithGroupJJR may review the Consultant's work for compliance with the Client's program and for overall coordination with SmithGroupJJR’s services. The Consultant will actively participate in SmithGroupJJR’s Quality Assurance efforts including but not limited to: within Phase and near end Phase interdisciplinary reviews, coordination, evaluations and quality enhancements of all deliverables. This Quality Assurance effort will include an “internal” quality control review to be performed by the Consultant. SmithGroupJJR reserves its right, at any time, to give preliminary acceptance of the Consultant’s services, prior to the Client’s review. If the Consultant’s internal quality control review is not reasonably acceptable and thereafter the Consultant is provided a reasonable opportunity to cure deficiencies in the internal quality control review, SmithGroupJJR reserves the right to perform a “Peer Review” of the deliverable, and back-charge the Consultant for such Peer Review. However, SmithGroupJJR’s final acceptance of any portion of Consultant’s services shall be contingent upon acceptance by the Client. SmithGroupJJR will endeavor to ensure that the Client’s acceptance is not unreasonably withheld. 2.8 Each Party shall review the other Party’s work for compliance with the scope of services and for overall coordination with the other Party’s services. However, neither Party shall have control over the way the other Party performs its services. Any reference by the SmithGroupJJR to a particular means, technique or procedure will be solely to specify the desired end product or service, and shall not be followed, if it is improper or will not result in the desired end product or service. 2.9 Except as provided for under Authorized Expenses, the Consultant will be responsible for all direct and indirect costs related to its services provided pursuant to this Agreement. 2.10 The Consultant will be responsible for the cost of mandatory and customary contributions and benefits, such as employment taxes and other statutory benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions, taxes and benefits now or hereafter in effect and payable by reason of or in connection with this Agreement. 2.11 The Consultant will be responsible for obtaining and maintaining in effect all applicable professional licenses and registrations necessary for the proper execution of its services hereunder at its sole cost. Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 2 - 12/01/2016 2.12 Subcontracting & Assignment: 2.12.1. The Consultant shall not subcontract all or any part of its services under this Agreement without the prior written consent of SmithGroupJJR and any such subcontract shall not relieve Consultant from its obligations to SmithGroupJJR, or modify the obligations of SmithGroupJJR to Consultant including, without limitation, obligations for payment of compensation under this Agreement. 2.12.2. The Consultant agrees and understands that SmithGroupJJR has selected Consultant for its specialized expertise, and acknowledges the creation of a relationship of trust and confidence arising out of such selection. Consultant shall not assign its duties and obligations under this Agreement under any circumstances. 2.12.3. Where applicable, the Consultant agrees and acknowledges that certain subconsultants to the Consultant are engaged for the purpose, in part, of ensuring that the SmithGroupJJR is able to meet certain subcontracting goals to the Client with reference to minority, veteran’s, or women-owned businesses, or with reference to compliance with the Small Business Administration contracting goals. The Consultant shall not, without the written consent of the SmithGroupJJR, replace any subcontracted entity, and specifically acknowledges its commitment to the SmithGroupJJR to maintain compliance with any relevant contracting goals communicated to the Consultant by the SmithGroupJJR, and to exercise best efforts to maintain such compliance. 2.12.4. Except as authorized by SmithGroupJJR, all communications between the Consultant and the Owner, Contractor or other consultants for the Project shall be forwarded through SmithGroupJJR. SmithGroupJJR shall be the administrator of the professional services for the Project, and shall facilitate the exchange of information among the Owner, Consultant and other consultants as necessary for the coordination of the Services for the Project. 3. Rate and Expenses 3.1 Rate - Consultant will be compensated for time and materials not to exceed $10,000 for Concept Development. 3.2 Authorized Expenses –Consultant will be reimbursed only for; • reasonable costs associated with transportation to participate in connection with authorized out-of- town travel; • expense associated with reproductions and postage and handling of documents solely for the use by the Client, or as specifically requested by SmithGroupJJR 4. Payments on Account of Services 4.1 Consultant will submit invoices for the Consultant’s services and Expenses monthly, but in no event later than sixty (60) days after the last day of the month in which the Services were provided. Invoices submitted after sixty (60) days may not be paid. The Consultant shall prepare invoices in the format provided and/or approved by SmithGroupJJR. SmithGroupJJR will invoice the Client for Consultant’s services and use reasonable and diligent efforts to collect payment, from the Client. SmithGroupJJR will pay Consultant within ten (10) calendar days after receipt of payment, to the extent that SmithGroupJJR receives payment from the Client. However, if Client fails to pay SmithGroupJJR for Consultant’s services, Consultant shall not be entitled to collect payment for those services from SmithGroupJJR. If a retainage is held by SmithGroupJJR’s Client, a Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 3 - 12/01/2016 proportionate amount shall be withheld from the Consultant until SmithGroupJJR has received payment of same. 4.2 Except for non-payment from the Client for Consultant’s Services to the extent that such non-payment is solely attributable to errors or omissions of SmithGroupJJR, all payments to Consultant shall be made by SmithGroupJJR solely and exclusively, and from no other source, out of funds actually received by SmithGroupJJR from Client for Consultant’s Services from the specific fund(s) established by the Client for payments to SmithGroupJJR, including, but not limited to, those relating to this Agreement. Consultant acknowledges that it is sharing, to the extent of payments to be made to Consultant, in the risk that Client may fail to make one or more payments to SmithGroupJJR for all or a portion of Consultant’s Services. The full amount of payment to Consultant is to be solely a pro-rata portion of the total amount received by SmithGroupJJR from the Client. The pro-rata portion shall be computed by dividing Consultant’s compensation, excluding expenses by the total amount of SmithGroupJJR's Compensation amount with the Client, and applying that same ratio to the total amount of payment actually received by SmithGroupJJR on the Prime Agreement. 4.3 The Parties acknowledges that the waiver of the Consultant’s right to pursue SmithGroupJJR for non-payment by the Client in the preceding Paragraphs are a material provision of this Agreement. It has been expressly discussed and negotiated by and between the Consultant and SmithGroupJJR and their respective legal counsel, and the Parties would not have entered into this Agreement but for the Parties express agreement to include and abide by such provision. Notwithstanding the foregoing, Consultant specifically assumes the risk of non- payment for its services and reimbursable expenses (if applicable), including without limitation, the risk of the Client’s insolvency. Nothing prevents the Consultant from pursuing the Client directly for non-payment of the Consultant’s services, in which case SmithGroupJJR agrees to assign such rights that it, may have to payment from the Client for Consultant’s services and Expenses to Consultant. 4.4 To the extent the payment terms of this Agreement are held to be void or unenforceable by a court of competent jurisdiction in an action filed against SmithGroupJJR pursuant to this Agreement, the Consultant agrees that the payments of Amounts Due the Consultant shall be paid when SmithGroupJJR is paid, and in the event the SmithGroupJJR is not paid Amounts Due the Consultant, SmithGroupJJR agrees to assign such rights that it may have to payment from the Client for Consultant’s services and Expenses to Consultant and the Consultant shall pursue the Client directly for such payment and hereby releases SmithGroupJJR from any obligation to pay the Consultant such Amounts Due 4.5 If Consultant fails to timely submit its final payment application within sixty (60) days after substantial completion of its Services, such failure shall constitute a waiver of Consultant’s right to any additional payment for its Services. Such waiver shall be applicable any or other person claiming through, by or under the Consultant. 4.6 Records of the Consultant's payroll and benefit costs and reimbursable expenses pertaining to this Project will be kept on a generally recognized accounting basis and will be available to SmithGroupJJR and its Client at mutually convenient times. 5. Copyrights and Licenses 5.1 Infringement of Intellectual Property: The Consultant shall ensure that all of the reports, documents, plans, specifications, memoranda, or other information provided to SmithGroupJJR or the Client under this Agreement or created pursuant to this Agreement (the Consultant’s Documents) are the works of independent authorship of the Consultant, and do not infringe upon or otherwise violate the rights of intellectual property of any other entity or individual. Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 4 - 12/01/2016 5.2 On final payment to Consultant, the work resulting from these Services, as fabricated and installed, will be the sole property of Client. The copyright of the Services will belong exclusively to Consultant, who may register the work in his/her name with the U.S. Registry of Copyrights, at no cost to Client. Consultant, however, grants to both the Client and SmithGroupJJR an irrevocable license in the Services, for noncommercial purposes, including but not limited to informational brochures, media publicity, posters, on its website, and catalogues or similar publications, provided these rights are exercised in a professional manner and do not compromise the appearance or understanding of the work. SmithGroupJJR agrees to make reasonably prominent reference to the fact that work was created by Consultant. The Consultant understands that the Client may make commercial use of the work, including but not limited to its representation in film, video, DVD, other electronic reproduction, photography, posters, postcards, and t-shirts. 5.3 Consultant agrees not to use any name or mark of Client or to quote the opinion of Client’s employees in any advertising or other publicity, including in client lists or Consultant’s website, without first obtaining Client’s prior written approval. Consultant further agrees not to use any name or mark of SmithGroupJJR or to quote the opinion of SmithGroupJJR’s employees in any advertising or other publicity, including in client lists or Consultant’s website, without first obtaining SmithGroupJJR’s prior written approval 5.4 All data, maps, plans, specifications, documents, drawings, or other materials or property furnished by Client or SmithGroupJJR to Consultant shall remain the exclusive property of either the Client or SmithGroupJJR, as the case may be. Consultant agrees that such property will be used for no purpose other than the provision of Services by Consultant under this Agreement. Upon conclusion of the Services hereunder, such property furnished shall be returned to the Client or SmithGroupJJR, as the case may be. 5.5 Delivery of Documents: The Consultant shall deliver all of its Documents, whether wholly or partially completed, to SmithGroupJJR upon written demand in whatever electronic or hard-copy format reasonably required by SmithGroupJJR, without additional cost to SmithGroupJJR. Such delivery shall be made notwithstanding any actual or alleged dispute between the Consultant and SmithGroupJJR. 6. Insurances 6.1 The Consultant will purchase and maintain for the life of this Agreement insurance coverage, at its own expense, that will provide protection from claims set forth herein, which may arise out of or from the Consultant’s services under this Agreement, whether such services are provided by the Consultant or by anyone directly or indirectly employed by them, or by anyone for whose acts the Consultant may be legally liable. The following insurance policy limits described below are intended to be minimum coverages acceptable, but will not limit the amount of recovery available to SmithGroupJJR. Consultant shall name SmithGroupJJR and its client as Additional Insureds on the General Liability, and Automobile Liability Insurance Policies for an extended period of six (6) years beyond Substantial Completion of SmithGroupJJR’s services. • Workers’ compensation per statute and employer's liability 1,000,000 for bodily injury per person/$1,000,000 per accident and $1,000,000 per disease; • Automobile liability for hired and non-owned vehicles at $1,000,000 for bodily injury per person/$1,000,000 per occurrence and $1,000,000 for property damage per occurrence; • Commercial General Liability including liability assumed under insured Agreements, with limits at $2,000,000. Limits apply to Bodily Injury and Property Damage on a per occurrence; general aggregate, and products and completed operations aggregate basis; • Professional liability coverage, for all licensed design professionals (such as engineers), who provide the Consultant with services and documentation as part of the Consultant’s obligation to meet the terms of this Agreement, with a limit of not less than $1,000,000 per claim and in the aggregate. Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 5 - 12/01/2016 Such coverage will be maintained for a period of six (6) years beyond Substantial Completion of SmithGroupJJR’s services. 6.2 All insurance coverage required hereunder, excepting Workers’ compensation and Professional liability coverage, shall be primary and noncontributory to any insurance policy or self-insurance program maintained by SmithGroupJJR and/or its client, and applicable to the Services performed hereunder. Any deductibles required for all insurance coverage required hereunder shall be the sole responsibility of the Consultant 6.3 In the event Consultant, at any time, fails to maintain the insurance coverage required hereunder, SmithGroupJJR may, at its sole discretion, terminate this Agreement or may secure such coverage(s) on behalf of the Consultant and deduct premium costs from any amounts due or to become due to Consultant, provided however that SmithGroupJJR shall have no obligation to purchase such insurance, nor be responsible for the coverage purchased or the insurance provider(s) used, and purchase of such insurance shall in no way be construed as a waiver by SmithGroupJJR of any of its rights and remedies under this Agreement. 6.4 Consultant shall require all policies of insurance that are in any way related to the Services and that are secured and maintained by Consultant, subcontractors and/or consultants to include clauses providing that every underwriter shall waive all of its rights of recovery under subrogation against SmithGroupJJR and its client. Further, the Consultant waives all rights of recovery against SmithGroupJJR, its client, and other Indemnified Parties to the extent any claim against such party is covered by the insurance required of the Consultant, under this Agreement. 6.5 The Consultant shall provide SmithGroupJJR with annual certified copies of Certificates of insurance evidencing the above required coverages. The Consultant acknowledges the receipt of such Certificates by SmithGroupJJR is a condition precedent to payment under this Agreement. Certificates of insurance must also be issued by the insurance company or by an agent or broker authorized to represent the company, and such certificates will contain provisions that at least thirty (30) days prior written notice will be given to SmithGroupJJR in the event of cancellation, or non-renewal of the insurance. Further, Consultant shall provide thirty (30) days prior written notice to SmithGroup in the event of a reduction in insurance. 7. Miscellaneous Provisions 7.1 Consultant understands and agrees that its performance of its services under this Agreement entails the use of a variety of confidential and proprietary information. This information is closely held and normally not revealed or used except in certain business circumstances. Consultant agrees that during the term of this Agreement and for a period of three (3) years after expiration or early termination of this Agreement, Consultant shall hold confidential and neither use nor release proprietary information acquired while performing its services under this Agreement. 8. Conflict of Interest. 8.1 Consultant affirms that he is not involved in any situation that might create or appear to create a conflict of interest with SmithGroupJJR during the term of this Agreement. 9. Binding Effect; Assignment. 9.1 This Agreement shall inure to the benefit and be binding upon both the Consultant and SmithGroupJJR, and their respective successors and assigns. The Consultant shall not assign any rights or duties under this Agreement without prior written consent of SmithGroupJJR. Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 6 - 12/01/2016 10. Arbitration 10.1 Should any claim, dispute or other matter in question (collectively hereafter “Dispute”) arise solely between SmithGroupJJR and Consultant arising out of or related to this Agreement, unless mutually agreed to otherwise by the parties, the Dispute shall be subject to mediation as a condition precedent to arbitration. The mediation shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for arbitration but, in such event, mediation shall proceed in advance of arbitration proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this clause, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. Any Disputes not resolved by mediation shall be submitted to arbitration conducted under the Rules of the American Arbitration Association, which provide that judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 11. Governing Law; Jurisdiction and Venue 11.1 The laws in which the Project is located shall govern this Agreement. Each party consents to this exclusive jurisdiction, agrees to accept services of process by mail, and waives all jurisdictional and venue defenses otherwise available to it. 12. Intentionally Not Used 13. Severability. 13.1 If any terms hereof or the application thereof to any person or circumstance shall be determined to be null and void, ineffectual, invalid or unenforceable by any competent tribunal, the remaining terms hereof or the application of such term to persons or circumstances other than to those which were determined to be invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. 14. Waivers. 14.1 The waiver by either party of a breach by the other party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 15. Notices. 15.1 Any notice required to be given or made to a party hereunder must be in writing and delivered in person or sent by certified, United States first class mail, return receipt requested. 16. Amendment. 16.1 No waiver, modification or amendment of any of the terms of this Agreement shall be effective unless made in writing and signed by the party to be charged. 17. Defense and Indemnity obligations. Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 7 - 12/01/2016 17.1 Defense: The Consultant acknowledges and agrees that it shall take on (financially and with reference to engagement of counsel, collection of relevant information, preparation of any materials or documents, and in participation in any settlement amount) the responsibility of defending in its own name and on its own behalf against and resolving any claims which arise from the Consultant’s work for This Portion of the Project, including where the allegations of damage, breach, or default which arise from the acts or omissions of the Consultant. Further, the parties’ mutual intent is that neither party shall be responsible for defending against or resolving any claims, or redressing any damages to the extent that they arise out of the acts, errors, or omissions of the other party. 17.2 Indemnification – Client Indemnity: Where and to the extent that SmithGroupJJR is obligated to indemnify, hold harmless and/or defend the Client under the terms of the Prime Agreement, the Consultant shall indemnify, hold harmless and/or defend SmithGroupJJR in the same manner, and to the same extent that SmithGroupJJR is obligated under the Prime Agreement with respect to the performance by the Consultant of This Part of the Project. 17.3 Indemnification – Absence of Client Indemnity: 17.3.1. Where and to the extent that the SmithGroupJJR is not obligated to indemnify, hold harmless and/or defend the Client under the terms of the Prime Agreement, the following indemnity shall apply; 17.3.2. For claims unrelated to Consultant’s performance of professional services and to the fullest extent permitted by law, Consultant shall indemnify, defend and hold SmithGroupJJR, its employees, agents and officials (the “Indemnitees”) harmless from and against the tort liability of the Indemnitees, (including liability for claims, suits, actions, expenses or costs of any kind, whether actual, alleged or threatened, attorney's fees incurred by SmithGroupJJR, court costs, interest, or defense costs including expert witness fees), where such liability arises out of, in whole or in part, the performance of this Agreement by Consultant (or any individual or entity for whom Consultant shall bear legal liability for the acts or omissions thereof) and which results in bodily injury to any individual or entity (including the employees or officers of Consultant) or property damage of any kind, nature or description. 17.3.3. In addition to the foregoing, Consultant shall indemnify and hold harmless the Indemnitees from and against any and all claims, causes of action, losses, liabilities, damages, costs and expenses, (including reasonable attorney's fees and costs) arising out of the negligence or willful misconduct of Consultant (or any individual or entity for whom Consultant shall bear legal liability for the acts or omissions thereof) in the performance of professional services pursuant to this Agreement. 18. Intentionally Not Used 19. Intentionally Not Used 20. Intentionally Not Used 21. Intentionally Not Used 22. Intentionally Not Used 23. Publication. 23.1 The Consultant shall have the right to publish any aspects of the Project related to the work performed by the Consultant, in any manner, including but not limited to marketing materials or websites, without the express Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 8 - 12/01/2016 written authorization of SmithGroupJJR. SmithGroupJJR shall have the right to publish the Consultant’s work consistent with Section 5 of this Agreement without the express written authorization of the Consultant. The obligations of this Section shall survive the termination of this Agreement and the completion of the Services. 24. Intentionally Not Used 25. Intentionally Not Used 26. Consequential Damages. 26.1 To the extent consequential damages are waived in the Prime Agreement, then neither party shall be liable to the other for loss of profits or revenue; loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; cost of capital; or for any special, consequential, indirect, punitive, or exemplary damages. 27. Warranty. 27.1 SUBJECT TO THE PRIME AGREEMENT, NEITHER PARTY WARRANTIES NOR GUARANTEES THEIR SERVICES AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 28. Entire Agreement. 28.1 This Agreement contains the entire understanding between and among the parties concerning the matters herein and supersedes any prior understandings and agreements between and among them respecting the subject matter of the Agreement, and may be amended only by written instrument signed by both SmithGroupJJR and Consultant. However, notwithstanding anything to the contrary, SmithGroupJJR can, at its sole option, terminate this Agreement upon not less than two days' written notice to the Consultant for SmithGroupJJR’s convenience. In the event of termination not the fault of the Consultant, the Consultant shall be compensated for services performed prior to termination in accordance with Paragraph 4. Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 9 - 12/01/2016 SlllIT}lûROlJPJJR IN WII'NESS WIIEREOI-¡, tltc tutdcrsignetl hc'r'e duly cxcçuted this Agrcemcnt the day and year lìrst ¡t¡ove nritten. (SE¡,oar¿rd)(Srgnanrrc) St. 7th I.loor Mnnitbkl Works, L,t.C cA 94il l l11.Pob¡",¡ L", ?nt:J,e,.Î (Prtntecl name and title) / I t Da(c: lZlZ /Zo,tI n¿¡rya and titlc) Date: 12. I Rev.3/42014 Manifold Works, LLC Dublin SMOB & CancerCenter Dublin, CA SmithGroupJJR 20681.000 CONSULTANT AGREEMENT -10-øu2aß EXHIBIT ‘A’ PHASE 1. CONCEPTUAL DESIGN PROPOSAL SUBMITTAL 1. Consultant will review all relevant documents related to the design of Project. These documents shall include, but are not limited to, architectural plans and renderings, engineering drawings, narrative descriptions, and other documents that may be provided by SmithGroup and the Client. 2. Consultant will confer with key Project design team members and others as directed by SmithGroupJJR during the conceptual design phase to receive input on the Project and to receive feedback on Consultant’s preliminary conceptualization of the artwork relative to its location, materials, and maintenance requirements. 3. The Conceptual Design Proposal (the “Proposal”) will include: a) Presentation quality, to-scale renderings illustrating the intended physical appearance of the artwork. b) A description of the artwork’s intended materials, colors, and surface treatments. c) An anticipated method of fabrication and installation of the artwork. d) A schedule for design development, fabrication and installation of the artwork if the Proposal is approved. e) Preliminary information on long-term maintenance requirements. 4. Based on input from the Client, the Proposal may require modifications or adjustments. As long as these requests do not alter the overall artwork concept or intent, the Consultant agrees to incorporate these changes at no additional cost to the Client. 5. The Proposal shall be completed and submitted to the Client by March 15, 2017. Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 11 - 12/01/2016 Rev. 3/4/2014 Manifold Works, LLC Dublin SMOB & Cancer Center SmithGroupJJR Dublin, CA 20681.000 CONSULTANT AGREEMENT - 12 - 12/01/2016 Exhibit A EXHIBIT A-2 Installation Agreement (See attached.) Exhibit B EXHIBIT B Location (See attached.) DUBLIN BLVD. A N rWW rU HK Q SY U O J Art Location - Site Plan Scale: 1/64"= 1'-G" E YARD UUU Landscape Plan - Area Adjacent to Art Not to Scale c 128 1 ROS OFF Artwork - Aerial View Exhibit C EXHIBIT C Artist Statement (See attached.) Rob Ley Double Exposure Medium: Painted Aluminum, Stainless Steel Dimensions: 145'w x 30'h x 4'd Location: Kaiser Permanente, Dublin, CA Double Exposure is a monumental wall sculpture inspired by the way in which we experience and photograph nature, particularly historic techniques of landscape photography and abstract image creation. A double exposure is typically associated with an analog technique of taking multiple photographic exposures on top of a single frame of film. The resultant image then exhibits the characteristics of each exposure, superimposed into a single photograph. This large -scale relief sculpture, integrated into the new Kaiser Permanente building, uses two photographs of the natural environment of the Tri- Valley area to create a visually kinetic composition. The first image, as seen when looking west, depicts a golden canopy of leaves taken from the underside of a tree in autumn, while a second image, seen when looking east, depicts a sunny, cloud filled sky. Both images are abstracted via simplification, cropping and pixilation resulting from the sculptural medium. The artwork offers a variable visual experience depending on the vantage point of the viewer and the pace at which they are moving through the site. The artwork is composed of 3,000 separate aluminum panels that are individually bent into specific angles, and are attached to a panelized aluminum frame /panel system. The resultant panels are then fastened to a steel frame, integrated into the exterior of the north facing building facade. While the artwork is static and immovable, the effect produced by this articulated east/west image strategy is a dynamic fagade piece that appears to move or change as one moves in relation to it. Pedestrians and slow moving vehicles within close proximity to the medical center will experience a noticeable, dappled shift in color and transparency as they move across the grounds, while motorists driving along Dublin Blvd. will experience a faster, gradient color shift which changes depending on their direction of travel. As noted in the technical maintenance record, this artwork is highly durable and requires very little maintenance. Stainless steel and aluminum are non - corrosive materials suitable for outdoor installations. The polyester based powder -coat paint is also weather and fade resistant. Given the artwork's height off the ground, it is not likely to be vandalized. Al 9cza L E E y co CO cmC NCC a o U O 1 _ L CddCn czIC jw CD E Tom" Q V a Q U W cowcmcC E 41 L OO Y O a av a a' O N E y.. J 71 7 Aim I 1 1 11111 1' 1 L 41 1 Iii U 11Vyi.'I Llll;rr1N' s'w Ir IIIJ II U I{1 11 11' 1''II 7,; I /tii 1 L Ii r y I 11 JI I yII L L1 iL_' ILi{I' tLJILIr III111111i I 11 1 IIII II L_Ilu'1'J I IIIIiLJI 1111 11111,r, 1:11 i ili 111111/ ( 1411 111, 111:'11 1111 it VLI1111! 11{ 1 (1 111111 ff(UUUU 77 ILW ~1I-WJwIiI11I V IL II1111111 ! 11 e. 1 __JJ 111 IiX11111111dil1 1 11 IIIILAi l l i l l l l l J f WI -I I'd I I I II 101/ 1 1 1 I1 1 1 1 11 -- r`I I; I 1' 1 V 11 + 1TI {_m J H U1ILI1IJ1 -1(( Y1i1_Ia!I.fA,.11(((11,1 1111.111 rr I fff I IIII IIIIIIV CIW E. .t Ill r11111I! 1111I111111111LA11 11 I r J 11,1 I I"',1 ''' 1•riF11 IIII'11 i II li_i. 1 it l;i L Ili 161 1 1 'Ir 111 I I Illli ' i(I II11111111111111i 11 t lb1 i I i I 111 jjjj II`II I Ir111 rf' 11111111111111 iii 1ri Il j 1 Il ll lelil Ilellll r,i1 fJI rfrf fII I11111 ILdlilil 1'i L`'r rr, I`I ti f ``' i'(ilif lr II II11 11'1'I'I'I'lll li ii1 1'ffll l If /Iltllli l l i il 1111111{1 1 tr(r,lYtlfA111 111 I 1 III! 111111111 r, r,:I{fPfllf P I IItiIf 1. r, tlrPl I q11 11`l,ffllflllill III '' {",+ }'(l I1I11IIII1 III lee /./1 1111111 1/ 111 1 I( l i( 1 1 1 1 e 1 1 1 1 1 -• I (1 1 1 1 1_ .1 1 e11111 jl 1 1 1 1 1 ( I f l l Y. r, 11 ll111111ItItI1 1 1/r 11K11111L111111 Ili 11 {y1 r o 1 r r I I_r r 1 1 1. I_ i&k I L1 I AY -I 1 1 1 1 1 1 1 1 1 (f //111111111 i. f111i1e 7 T(( - r((1f P1It1111111 1 11111 ll r11- I Ilitflill 1111 If 11 I —i I le.11lr(I i 1e111(1'r 11 1 l e .`i -e . r r r EEE 1 IF M 11 1 e 1 1 I 1 r 1 mil d C YOO Y O cz O O Iv 1UNSZ i a a U Q x N E 3 RMA i 4 J L 1 - 1, A3 M1 r t L1 1 cn Q y N - co C Y O s cz o O U d UUQ. NL U c 0 ai C CD cCD CD a cz coco to Q U_ Z Ql to O Q W N 0 3 J Q