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2009-01-13 CCPD PacketSOUTHLAKE CRIME CONTROL AND PREVENTION DISTRICT 1/2% SALES TAX REPORT 2009 Collected Budget Balance Budget to Date Balance Percent $ 4,601,783 $756,259 (3,845,524)-83.57% MONTH Fiscal Year 2007 Actual Percent Increase/ (Decrease) Fiscal Year 2008 Actual Percent Increase/ (Decrease) Fiscal Year 2009 Actual Percent Increase/ (Decrease) October $304,276 -34.01% $334,143 9.82% $352,123 5.38% November 308,020 19.01% 376,231 22.14% 404,136 7.42% December 523,323 40.69% 536,434 2.51% - -100.00% January 290,761 18.11% 362,682 24.74% - -100.00% February 301,199 27.64% 299,335 -0.62% - -100.00% March 382,088 13.60% 382,776 0.18% - -100.00% April 311,411 2.68% 363,054 16.58% - -100.00% May 359,218 14.26% 388,216 8.07% - -100.00% June 389,658 -7.73% 421,448 8.16% - -100.00% July 348,010 36.36% 362,334 4.12% - -100.00% August 329,686 5.96% 318,847 -3.29% - -100.00% September 374,527 10.05% 395,781 5.67% - -100.00% TOTAL $4,222,177 $4,541,281 $756,259 Three Year Revenue Comparison by Month $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 ■ Fiscal Year 2007 Actual ❑ Fiscal Year 2008 Actual ■ Fiscal Year 2009 Actual Actual Budget Actual Estimated (budget-est.) % 2008 2009 2009 2009 Difference Change October $ 334,143 $ 338,595 $ 352,123 $ 352,123 $ 13,528 4.00% November $ 376,231 $ 381,243 $ 404,136 $ 404,136 $ 22,893 6.00% December $ 536,434 $ 543,581 $ - $ 543,581 $ - 0.00% January $ 362,682 $ 367,514 $ - $ 367,514 $ - 0.00% February $ 299,335 $ 303,323 $ - $ 303,323 $ - 0.00% March $ 382,776 $ 387,876 $ - $ 387,876 $ - 0.00% April $ 363,054 $ 367,891 $ - $ 367,891 $ - 0.00% May $ 388,216 $ 393,388 $ - $ 393,388 $ - 0.00% June $ 421,448 $ 427,063 $ - $ 427,063 $ - 0.00% July $ 362,334 $ 367,161 $ - $ 367,161 $ - 0.00% August $ 318,847 $ 323,095 $ - $ 323,095 $ - 0.00% September $ 395,781 $ 401,054 $ - $ 401,054 $ - 0.00% TOTAL $ 4,541,281 $ 4,601,783 $ 756,259 $ 4,638,204 $ 36,421 3 rn J a 0 z ZD LL U v/ J z O SW NG LL U p o�N o m d 1 N a p U N d � U - O N a of � V - d p _ N a C6 CI V d CD _ N d H CD -CL H N � d O p p O N C aU m v N d O o M � p m e9 ,n m N N m o m n � 1 n h V O c n N M O N n m Op .O p w IVJ .Y �•...�,...... N 4. - w w w Q o o d p IQ O d O ON C t Z y W � w _ m 3 a C . 5 a _ F w a O U H 2 h m F F m W W Q Z Q J m Z LL LL w O LL U) Z 0 F y c a) E c n1 n U m 7 7 O 90Li Lee Lewis Construction, Inc, IN January 7, 2009 Mr. Jim Blagg City of Southlake 1400 Main Street -Suite 460 Southlake, Texas Re: Southlake DIPS Facility Construction Update Dear Mr. Blagg: Since our last report in November, work has progressed as planned. Brief descriptions and photos of the progress are as follows: Concrete ➢ Main level floor slab of the fire services administration wing complete. ➢ Main level (elevated) floor slab of police & courts wing complete. r Third floor level floor slab complete. Structural Steel ➢ Area 'A' structural steel complete. ➢ Structural steel erecting for fire services administration wing in progress. Once this area is completed, the apparatus bay steel will commence. Masonry ➢ Concrete masonry unit work on the south wall of the facility is complete and the finish masonry on this wall is in the progress of starting. Exterior Metal Framing ➢ The metal stud framing material has been delivered on site and preparations are underway to begin exterior walls. Precast Concrete (Parking Garage) ➢ The precast erecting commenced during the week before Christmas and completed January 6 h. MEP Trades — HVAC, Plumbing, Electrical, Fire Sprinkler ➢ Work progresses on the lower level of the police and courts wing at this time. Very truly yours, Bob Reynolds Senior Project Manager 7810 Orlando Avenue 171 1 1 Preston Road P.O. Box 65197 Suite 100 Lubbock, Texas 79464 Dallas, Texas 75248 806/797-8400 • FAX 806/797-8492 972/818-0700 • FAX 972/818-0706 Precast Parking Deck Structure Police Administration Main Level View Looking East from Apparatus Bay Fire Services Main Level View Across Parking Deck Upper Level Parking Deck Lower Level View From East Side of State Street CITY OF SOUTHLAKE To: From: Subject: Action Requested: Background Information: Financial Considerations: Citizen Input/ MEMORANDUM Crime Control k Prevention District Board Jim C. Blagg, Assistant City Manager/Director of Public Safety Discuss and share information on the location of Safety Town N/A Information sharing only The Board will recall that the staff brought forward the idea of placement of Safety Town on the one acre due west of DPS West building. This site was selected due to the fact that all of ]DPS community outreach and community training efforts will be relocated to DPS West when the new DPS Headquarters is completed. Additionally, every successful Safety Town that our staff has visited has been located adjacent to an existing Fire Station or Police facility. The Board shared with the staff some concerns about whether the site was the most appropriate and whether or not the school system would support Safety Town by Putting on their approved field trip list. Since our last Board meeting Police Chief Robert Finn and I met with Dr. David Faltys regarding the location and the school's support for the project. He asked that Robert and I meet with his Principal's from all of the grade schools and middle schools. On November 20, 2008 Robert and I made a Presentation regarding Safety Town to this group of Principal's. After a very lively discussion and conversation about the curriculum the entire group unanimously indicated their support for the project and for using it as a field trip. On December 18, 2008 Chairman Martin Schelling, Robert Finn and I met with Dr. Faltys in his office to further discuss the location of Safety Town at DPS West. After that discussion, it was suggested that we meet with the CISD Board of Trustees on Monday January 12, 2009. We will report to the CCPD Board the results of that meeting at our January 13 Board meeting. , 2009 N/A Legal Review: The TOASE legal staff has provided us an opinion that the placement of Safety Town at DPS West is within the scope of the statute for Crime Control Alternatives: Purchase another site that is large enough Place in another park Supporting Documents: Agreement for Administrative Services Signed July 17, 1998 between the City of Southlake and the Crime Control and Prevention District Board Staff Recommendation: Based on the Agreement for Administrative Services, the staff is informing the Crime Control & Prevention District Board that the City intends to recommend to the City Council that the site plan for the DPS West property be revised and the zoning changed in order that Safety Town can be located at DPS West. OFFICIAL RECORD AGREEMENT FOR ADMINISTRATIVE SERVICES THIS AGREEMENT is entered into as ofthe 7 A' day of�ferred ,1998, by and between Southlake Crime Control and Prevention District (hereinaftethe "District") and the City of Southlake. Texas (hereinafter referred to as the "City"). WITNESSETH WHEREAS, the voters of the City of Southlake favorably elected to create a. Southlake Crime Control and Prevention District on November 4, 1997; WHEREAS, pursuant to the Texas Crime Control and Prevention District Act, Chapter 363 of the Texas Local Government Code, (hereinafter referred to as the "Act"), two-year crime control and budget plans were prepared and properly adopted by both the District and the City. WHEREAS, the aforementioned crime control and budget plans call for funds to be allocated to the City for programs authorized by Section 363,151 of the Act; and WHEREAS, Texas Local Goverrunent Code sections 363.106 and 363.159 of the Act grant the District authority to enter into service contracts with municipal governments such as the City. NOW. THEREFORE; for and in consideration of the mutual covenants contained herein, the parties agree as follows: I. CITY OBLIGATIONS The City shall: A. Provide the District with administrative services as follows: l _ Day-to-day management of District business affairs 2. Budgetary accounting in accord with generally accepted accounting principles and the District's adopted and/or amended budget 3. Purchasing services 4. Investment of funds, management of depository contract 5. Monthly financial reporting 6. Drafting of annual budgets and budget amendments for District Board consideration 7. Annual audit preparation 8. Agenda preparation 9. Preparation of notices of public meetings 10. Recording of District Board meeting minutes I1:-.1.II3RARY',Sciulhlake,AereementsiALLO('Al'l:.002.WPD Page 1 11. Coordinate land acquisition as directed by the Board and City Council for facilities 12. Manage design and construction of District projects 13. Manage upkeep, maintenance and operation of facilities 14. Preparation of applications seeking outside or non -District resources 15. Development and dissemination of informational materials 16. Preparation of monthly program performance reports 17. Preparation of an annual evaluation of all District programs 18. Other similar and related tasks and services. B. 1n connection with programs that are funded by the District, the procedures set forth in Exhibit "A", attached hereto and incorporated herein will apply. C. Render the aforementioned services pursuant to all applicable local, state, and federal laws, rules and regulations including, but not limited to, the Texas Crime Control and Prevention District Act, Chapter 363 of the Texas Local Government Code, the Open Meetings Act, Chapter 551, Texas Government Code, the Texas Local Government Code, and Article 836 and 837, Vernon's Texas Civil Statutes, and the Public Funds Investment Act, Chapter 2256, Texas Government Code). Nothing herein shall authorize the City to execute a contract on behalf ofthe District, or to expend funds except as specifically authorized herein. 11. DISTRICT OBLIGATIONS The District shall: A. Transfer sales tax funds to the City in an amount: Equal to the pay, benefits (FICA, group insurance, retirement, etc.), uniform and equipment costs of two (2) full-time sworn police officers assigned as school resource officers. [This amount shall be paid each year of this Agreement in equal quarterly installments. The overall payment for these services over a twelve (12) month period shall not exceed the amount provided in the District's approved and/or amended budget, less any grant or other non -District funds which are otherwise designated for the same purpose. The parties agree that they contemplate that the school resource officer program will be for a period of three (3) years, and that the District contemplates funding the program for this period of time.); and Land acquisition and capital expenditures for programs approved by the Board. B. Pay the first payment due herein upon receipt of the first remittance from the State of Texas, and this payment shall include all payments accrued up to that date. 1 I •,.I .i l3 RA RYY ,Southlal e\.A greemenLs\A LLOC ATE.002. W PD Page 2 C. Comply with all applicable local, state, and federal laws, rules and regulations including, but not limited to, the Texas Crime Control and Prevention District Act, Chapter 363 of the Texas Local Government Code, the Open Meetings Act, Chapter 551, Texas Government Code, the Texas Local Government Code, and Article 836 and 837, Vernon's Texas Civil Statutes. III. GENERAL CONDITIONS A. The City and its employees, subcontractors, and agents shall comply with all federal, state, and local laws, ordinances, and regulations applicable to the performance of this Agreement, including, but not limited to, equal employment opportunity, tax laws, social security laws, unemployment compensation laws, and workers' compensation laws. B. The City and the District expressly agree and acknowledge thatthe persons providing services under Section 1 of this Agreement shall be employees of the City, and in no circumstances shall they be construed as employees of the District for any purpose. The City has been and will be free from any control or direction by the District over the performance of services covered by this Agreement. This shall not apply to the City's Director of Finance, who, pursuant to Tex. Local Gov't Code sec. 363.103(a) shall serve as treasurer for the District, to the extent of the Director's duties as treasurer for the District. C. The City and the District expressly recognize and covenant that any Sales Tax proceeds transferred to the City by the District may only be expended: 1) to construct projects, 2) to reimburse the City for the construction costs relating to any such projects, or 3) to pay or reimburse the City for any costs incurred by the City in accordance with the Act or applicable law. D. The District may, upon reasonable notice to the City, examine and copy the books and records of the City relative to all matters covered in this Agreement. Any claims arising from such examinations shall be submitted by the District to the City for immediate settlement. The City and its contractors, subcontractors, or employees shall maintain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred relative to this Agreement and shall make such materials available at its respective officers at all reasonable times during the contract period and for three years from the date of the final payment under this Agreement. Copies of referenced materials shall be furnished upon request. E. THE CITY SHALL INDEMNIFY AND HOLD HARMLESS THE DISTRICT AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, JUDGMENTS, OR SUMS OF MONEY TO ANY PART ACCRUING AGAINST THE DISTRICT FOR LOSS OF LIFE, LOSS OF BUSINESS, INJURIES, OR ANY TYPE OF I I:.1.11IRA RY' Snuihlzkke`AgrLements''%ALI..00'ATtih02.wPD Page 3 DAMAGE TO PERSONS OR PROPERTY GROWING OUT OF OR RESULTING FROM, OR BY REASON OF, ANY NEGLIGENT ACT OR OMISSION OF THE OPERATION OF THE CITY, ITS AGENTS, OR EMPLOYEES WHILE ENGAGED IN OR IN CONNECTION WITH THE DISCHARGE OFTHE PERFORMANCE OFTHE SERVICES TO BE DONE OR PERFORMED HEREUNDER, WHETHER OR NOT THE ACT OR OMISSION RESULTS FROM THE NEGLIGENCE OF DISTRICT OR ITS OFFICERS AND SHALL ALSO HOLD THE DISTRICT HARMLESS FROM ANY AND ALL CLAIMS OR LIENS FOR LABOR, SERVICES, OR MATERIALS FURNISHED TO THE CITY IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. F. The City shall not assign any interest in this Agreement and shall not transfer any interest in the same without the proper written consent of the District. G. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns. H. Unless otherwise provided herein, any notice, communication, request, reply or advice (herein severally and collectively, for convenience called "Notice") herein provided or permitted to be given, made or accepted by any party to any other party must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party, or by prepaid telegram when appropriate, addressed to the party to be noti f ed. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless othenvise stated herein, from and after the expiration of three days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purposes ofnotiee, the address ofthe parties hereto shall, until changed as hereinafter provided, be as follows: If to the City, to: City of Southlake Attn: City Manager 1725 E. Southlake Blvd. Southlake, Texas 76092 If to District, to: Southlake Crime Control & Prevention District Attn: President 1725 E. Southlake Blvd. Southlake, Texas 76092 I1:`•1.II3RARY SouthlakcAgrecments`ALLOC'ATE.OU2.�l'PD Page 4 The parties hereto shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least ten (10) days' written notice to the other party hereto. The City and the District covenant that they will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this agreement. The City and the District covenant that they are duly authorized under the laws of the State of Texas to execute and deliver this Agreement, that all actions on their part as provided herein and the execution and delivery of this Agreement have been duly and effectively taken according to the import thereof as provided in this Agreement. In the event that either party shall be entirely prevented from completing performance of its obligations hereunder by an act of God or any other occurrence whatsoever which is beyond the control of such party, then such party shall be excused from any further performance of its obligations and undertakings hereunder. In the event the performance of either party of any obligations or undertakings hereunder shall he interrupted or delayed by any occurrence and not occasioned by the conduct of either party hereto, whether such occurrence be an act of God or the common enemy or the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person or persons not party or privy hereto, then the party shall be excused from such period of time as is reasonably necessary after such occurrence to remedy the effects thereof. K. This Agreement contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior agreements and understandings between the parties pertaining to such subject matter. L. The recitals contained in the preamble hereof are hereby bound to be true, and such recitals are hereby made a part ofthis agreement for all purposes and are adopted as a part of the judgment and findings of the City Council and the Board of Directors of the District. M. If any provision of this Agreement or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Agreement and the application of such provisions to other persons and circumstances shall nevertheless be valid, and the District and the City hereby declare that this Agreement would have been enacted without such invalid provision. N. Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be constructed to effectuate the purposes set forth herein and to sustain the validity of this Agreement. O. The term of this Agreement shall be eighteen (18) months, beginning April 1, 1998 Pace 5 RRARY' Southlake• Agree I .I.CX'ATE.002. W PD and ending September 30,1999. Thereafter, the Agreement will renew automatically for successive one year terms, unless either party gives sixty (60) days written notice of intent to terminate. P. This Agreement may be amended upon mutual consent of the parties, which must be approved by the governing bodies of both parties. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective officers thereunto duly authorized as of the day and year first written above. THE CtTY OF SQL Sandra L. LeGrand Curtis E.wk City Secretary ;�d�• y� `"� City Manager ATTEST: ecretary THE SOUTHLAKE CRIME CONTROL AND PREVETNIUM DISTRICT Andy Wambsganss President I i:\l.lt;RARY":Si�uthlake'Agreements\AI.IA('A'rE.0U2.UJAD Page 6 EXHIBIT "A" ] I: 1.313RARY'SouLh(akc\.AgrecmenuM1.1.0('ATE_002.WPU Page 7 EXMIT A Operating Protocol for Crime Control District Projects April 1998 Document • Stan DRC CCD Board P&Z City Council CCD Budget Prepare ". Consider "i$t °°s . r.• Consider LEE Staff Employment Consider =_ -ip Inform �_F.:-a^���� Inform _ _ Grant AppIic aeons Prepare = -____ '. Consider j! 9 ,i�,a::+=+ �6=" Inform _,_ Equipment Purchases Per Recommend Consider for a Consider State Statute fundin Site Identification Recommend "!'':` Consider for '";':.rtr':'r Consider for Contract (Land) Recommend _ Consider for Ir ••_�.. Consider _ _ _ _ funding Closin (Land) g Informer _' a Ufa �' °�� ° �rl;� May Contract (Professional Recommend e Consider for?,i::�; .:R, C—s sf t.=: Consider Services) -_ ti Y funding 1, _ am Development F Prepare with Consider for --=in° Consider ng Evaluation Consultant funding Zoning Change/Concept Prepare wl Review Inform Consider w/ 'I\vo Rdngs. Plan -- COS Process Consultant P. Hearing I- Consider 2-P. Hearing Site Plan Approval* Prepare w/ Review Inform Consider w/ Consider Consultant P. Hearing One Rdng. Preliminary Plat** Prepare w/ Review Inform Consider w/ Consider Consultant P. Hearing Final Plat" Prepare w/ Review Inform Consider Consultant Plat Revisions** Prepare w/ Review Inform Consider w/ Consider w/ Consultant P. Heating P. Hearing ` AuLborization to Bid Prepare Consider for - .W <:. i r:.' :;' •.met^. •_ Consider (Construction) :: - funding _ Construction Budget Recommend I Consider for _uji Consider Priorities - funding Award of Contract/Bid Prepare -'"' for 4.. Consider - - fund ing Change Orders per State Prepare - Consider for"'' `1``'` Consider Statute Recommend - - _ fundin = �_ ` x.l *This process only for corridor impacted sites. Sites not on the corridor would be processed by staff. **Platting requirements will vary by site. City of Southlake, Texas MEMORANDUM January 13, 2009 TO: Crime Control and Prevention District Board FROM: Jim Blagg, Assistant City Manager/Director of Public Safety SUBJECT: Approve contracts with Archie St. Clair in the amount of $280,000 and Liz Bonham in the amount of $5,000 to provide art for the new DPS Headquarters Action Requested: Approve contracts with Archie St. Clair in the amount of $280,000 and Liz Bonham in the amount of $5,000 to provide art for the new DPS Headquarters Background Information: The Crime Control and Prevention District Board created a subcommittee to recommend art for the new DPS facility. The committee created review criteria, and through a call to artists received twenty one responses. Following a detailed review of the proposals that number was cut to seven for detailed responses. The Committee then reviewed those responses and chose a sculpture and painting with a particular artist to do each. The subcommittee then presented their choices to the Crime Control Board who subsequently affirmed their recommendations. This item is the approval of the contracts for the artists that were chosen. Financial Considerations: Funding for the project will come from the Crime Control and Prevention District Board and will be the allowed 1 % of the proposed construction cost to be at or about $285,000. Citizen Input/ Board Review: Southlake Arts Council review and recommendation has been completed and they voted unanimously to recommend the contracts for approval. Legal Review: Completed by City Attorneys. Alternatives: Reject contracts and do another call for artists. Do not place public art at the DPS Headquarters. Supporting Documents: Artists' Contracts Staff Recommendation: Approve contracts with Archie St. Clair in the amount of $280,000 and Liz Bonham in the amount of $5,000 to provide art for the new DPS Headquarters AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND ARCHIE ST CLAIRE (ARTIST) CREATION OF SCULPTURES FOR THE CITY OF SOUTHLAKE DEPARTMENT OF PUBLIC SAFETY HEADDQUARTERS made as of the day of in the Year 2009 BETWEEN the City: The City of Southlake, Texas 1400 Main Street, Ste 440 Southlake, Texas 76092 Telephone 817 748 8384 Facsimile 817 748 8250 and the Artist(s): Archie St Clair 701 S. Main Street Grapevine, TX 76051 Telephone 817-966- 2229 for the following Project: Creation of sculptures for the City of Southlake Department of Public Safety Headquarters The City and the Artist agree as set forth below. THIS AGREEMENT is made and entered by and between the City of Southlake, Texas, a Home -Rule Municipal Corporation located in Tarrant and Denton County Texas, hereinafter referred to as "City", and Archie St. Clair hereinafter referred to as "Artist", to be effective from and after the date as provided herein, hereinafter referred to as the "Agreement'. WHEREAS, the City desires to engage the services of the Artist to create a sculpture for the main entry to the Department of Public Safety Headquarters, and another sculpture to be placed on a pedestal within an interior courtyard of the structure. WHEREAS, the Artist desires to render such services for the City upon the terms and conditions provided herein. NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: That for and in consideration of the covenants contained herein, and for the mutual benefits to be obtained hereby, the parties hereto agree as follows: ARTICLE 1 ARTIST'S SERVICES 1.1 Employment of the Artist - The City hereby agrees to retain the Artist to perform the services set forth herein in connection with the Project. Artist agrees to perform such services in accordance with the terms and conditions of this Agreement. 1.2 Scope of Services - The parties agree that Artist shall perform such services as are set forth and described in Exhibit "A", which is attached hereto and incorporated herein by reference for all purposes. The parties understand and agree that deviations or modifications to the scope of services described in Exhibit "A", in the form of written change orders, may be authorized from time to time by the City. 1.3 Schedule of Work - The Artist agrees to commence work immediately upon execution of this Agreement and receipt of first payment, and to proceed diligently with said work to completion as described in the Completion Schedule/Project Billing/Project Budget attached hereto as Exhibit `B" and incorporated herein by reference for all purposes. ARTICLE 2 THE CITY'S RESPONSIBILITIES 2.1 Proiect Data - The City shall furnish required information, that it currently has in its possession, as expeditiously as necessary for the orderly progress of the work, and the Artist shall be entitled to rely upon the accuracy and completeness thereof. 2.2 City Proiect Manager - The City shall designate, when necessary, a representative authorized to act on the City's behalf with respect to the Project (the "Project Manager"). The City or such authorized representative shall examine the documents submitted by the Artist and shall render any required decisions pertaining thereto as soon as practical so as to avoid unreasonable delay in the progress of the Artist's services ARTICLE 3 ARTIST'S COMPENSATION 3.1 Compensation for Artist's Services - As described in "Article 1, Artist's Services", compensation for this Project shall be two hundred and eighty thousand dollars and no cents ($280,000.00) ("Artist's Fee") and will cover all services to be rendered and materials to be provided in accordance with this Agreement. The Artist's Fee shall be paid in accordance with Article 3 and the Completion Schedule/Project Billing/Project Budget as set forth in Exhibit `B", attached hereto. The final twenty percent (20%) of the Artist's Fee, or fifty six thousand dollars and no cents ($56,000.00) shall not be paid until the Artist has completed, delivered and installed, where applicable, all of the Artwork services and tasks described in Exhibits "A" and `B", attached hereto. The artist will also be required to fill out the proper paperwork to become an approved vendor for the City of Southlake before payments will commence. 3.2 Invoices — No payment to the Artist shall be made until Artist tenders an invoice to the City. Payments are payable to the Artist within thirty (30) days from the date of invoice as long as the invoice is mailed to City within three (3) days of the date of the invoice. Invoices are to be mailed to City immediately upon completion of each individual task listed in Exhibit "A". If any invoice remains outstanding and unpaid for more than sixty (60) days from the date of invoice, and Artist has fully performed its obligations as set forth herein, the Artist has the option upon written notice to the City, to suspend all work specified under this Agreement until the account is brought current. Continued performance and/or completion of work by the Artist under this Agreement shall resume upon the payment of the earned fees by the City. 3.3 Failure to Pay - Failure of the City to pay an invoice, for a reason other than cause, to the Artist within sixty (60) days from the date of the invoice shall grant the Artist the right, in addition to any and all other rights provided, to, upon written notice to the City, refuse to render further services to the City and such act or acts shall not be deemed a breach of this Agreement. The City shall not be required to pay any invoice submitted by the Artist if the Artist breached any provision(s) herein. 3.4 Adiusted Compensation - If the Scope of the Project or if the Artist's services are materially changed, the amounts of the Artist's compensation shall be equitably adjusted as approved by City. Any additional amounts paid to the Artist as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. 3.5 Proiect Suspension - If the Project is suspended or abandoned in whole or in part for more than three (3) months, Artist shall be entitled to compensation for any and all work completed to the satisfaction of City in accordance with the provisions of this Agreement prior to suspension or abandonment. In the event of such suspension or abandonment, Artist shall deliver to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any other items prepared by Artist in connection with this Agreement prior to Artist receiving final payment. If the Project is resumed after being suspended for more than three (3) months, the Artist's compensation shall be equitably adjusted as approved by the City. Any additional amounts paid to the Artist after the Project is resumed shall be agreed upon in writing by both parties before the services are performed. ARTICLE 4 OWNERSHIP AND COPYRIGHT 4.1 Ownership of Work - The Project is the property of the City, and the Artist shall not make any duplicate work of the same or substantially similar size, nor shall the Artist grant permission to others to do so except with the written permission of the City. The City shall be entitled to copies of the plans and the maquette, which are prepared by the Artist in connection with the development and fabrication of the Project under this Agreement. The ownership of the sculpture is transferred to the City upon full payment of Artwork described in Exhibits "A" and `B" attached hereto. 4.2 Ownership of Copyright - Artist shall retain the copyright to the Artwork. Artist shall take all steps, at his own expense, to protect the copyright of the Artwork. 4.3 License to City - The Artist irrevocably licenses the City, its employees, representatives, officers and agents, the right to make photographs, two dimensional reproductions, and adaptations of the work for educational, public relations, arts promotional and other non-commercial purposes. For the purposes of this Agreement, the following, among others, are deemed to be reproductions and/or adaptations for non-commercial purposes: reproduction in exhibition catalogues, websites, books, slides, photographs, postcards, posters, and calendars; in magazines, books, art and news sections of newspapers; in general books and magazines not primarily devoted to art but of an educational, historical or critical nature; slides, videos and film strips not intended for a mass audience, and television from stations operated for educational purposes or on programs for educational and news purposes from all stations. 4.4 Copyright Notice — The City undertakes to use its reasonable efforts to include in any reproductions which it makes of the Artwork a copyright notice in the following form: Copyright Archie St Clair or © Archie St Clair 4.5 Representations and Warranties Regarding Copyright — The Artist represents and warrants that the Artwork is an original creation of Artist's and will not infringe the copyright, trademark, or other intangible rights of any third party. ARTICLE 5 FABRICATION 5.1 Specifications — Artist will create the Artwork, or cause it to be fabricated, in substantial conformity with the Design approved by City as set forth in Exhibit "A". 5.2 Changes — Any significant changes to the Artwork by either Artist or as requested by City will be approved in writing by the other party. For purposes of this Agreement, a "significant change" will mean any change, including but not limited to, a change in the scope, design, color, size, or material of the Artwork, which affects cost, installation, site preparation, maintenance and concept as represented in the Design described in Exhibit "A". If Artist wishes to make a significant change to the Artwork, he must request written approval of the change in writing at the address provided in Section 14. The Crime Control and Prevention District Board will act on the request at the first available meeting, and the City will provide a written response within thirty (30) calendar days of receipt of the request. 5.3 Review of the Artwork — The City will be given access to the Artwork during reasonable business hours at Artist's or fabricator's studio in order to review the Artwork and Artist's or fabricator's progress with fabrication of the Artwork. Alternatively, the City requests and shall be given photographic documentation of Artist's progress to verify each stage that triggers payment pursuant to Section 3.1 above. 5.4 Notification of Fabrication Completion — Artist will notify the City in writing pursuant to Section 15 below when the Artwork is completed and ready for delivery. Designated representatives of the City will have the opportunity to inspect the Artwork for conformity with the design and structural requirements prior to delivery and to give written approval or disapproval of the Artwork for thirty (30) business days following notice from the Artist. As an alternative to the studio inspection, photographic documentation may be submitted to the City upon completion of the Artwork. 5.5 Preparation of Site — Regarding installation of the Artwork, cooperation from the City's designated staff and contractor is required. City will provide Artist with the specifications and drawings for the specific area at the site where the Artwork is to be installed. Artist is responsible for obtaining and forwarding to City design drawings and calculations for the installation of the Artwork. The drawings will illustrate the Artwork's support system, including without limitation, connection to the base. The designated city staff member will utilize these drawings and if, during installation, the Artwork is found to differ from the specifications noted in the drawings, it will be the Artist's responsibility to remedy the discrepancy and bring the Agreement into conformance with the drawings. 5.6 Warranty of Craftsmanship —The Artist warrants that the Artwork will be free of defects in workmanship and materials. In the event that any defects become apparent in the workmanship or materials within five (5) years of the execution of this Agreement, Artist will remedy any defects at Artist's sole cost and expense. ARTICLE 6 STORAGE 6.1 Storage Costs -- Artist will make all efforts to coordinate installation such that the Artwork will not need to be stored prior to installation. If the Artwork is to be installed within fourteen (14) days of its delivery date to the designated site, and is to be stored temporarily at a location at the site, the Artist is responsible for ensuring the safety of the Artwork until the permanent installation is completed. The Artist will be responsible for any and all costs associated with storing the Artwork, including but not limited to, the cost of transporting the Artwork to and from the storage facility, from the date mutually agreed upon in writing by the Artist and City for delivery to the site until the Artwork is permanently installed. If, for reasons outside of the control of the Artist, the Artwork will not be able to be permanently installed within fourteen (14) days of its arrival date on site, as mutually agreed upon in writing by the Artist and City, and it is necessary to store the Artwork for more than fourteen (14) days prior to the permanent installation, the City must notify the Artist prior to delivery of the Artwork to the site. Storage of the Artwork will be at a location mutually agreed upon in writing by the Artist and City. Any and all costs associated with storing the Artwork, including but not limited to, the cost of transporting the Artwork from the storage facility, shall be apportioned between City and Artist as follows: • first day (as mutually agreed upon in writing by Artist and City for delivery to the site) of storage through day 14— Artist • day 15 until the date the Artwork is permanently installed --City 6.2 Storage Requirements -- If the City is providing on -site storage, the City will provide a locked storage facility to adequately, as solely determined by the City, contain the Artwork and the materials and supplies reasonably required by Artist for the permanent installation of the Artwork. ARTICLE 7 FINAL APPROVAL OF ARTWORK Within ten (10) business days of the permanent installation of the Artwork, the City will inspect the Artwork to determine whether it conforms with all of the requirements of this Agreement. If the City desires any modifications to the Artwork or finds that any aspect of the Artwork is not in conformance with this Agreement, the City will notify Artist in writing within seven (7) business days of the inspection. Artist will have an opportunity to address and cure any defects, requests or concerns of the City within fifteen (15) days of the date of the City's notice provided pursuant to Article 7. ARTICLE 8 INTEGRITY OF THE WORK 8.1 Repairs and Maintenance - The City undertakes to exercise reasonable care to protect, repair, and maintain the work. Artist agrees to cooperate with and advise the City in connection with any such non -routine maintenance, including, without limitation, damage by acts of God, vandalism, conservation and/or replacement of any portion of the Artwork to the extent that he or she is able to do so. During Artist's lifetime, the City will not undertake any non -routine maintenance on the Artwork without attempting to consult with the Artist or his or her authorized representative unless an emergency requires the City to do so. 8.2 Relocation of the Work — To the extent that the Artwork is capable of being relocated, the City shall have the right to do so. If feasible, the City shall attempt to consult with the Artist concerning the relocation of the Artwork prior to any such relocation; however, the Artist's approval is not required for the relocation, if any. If the Artist is not pleased with such relocation, he or she shall have the right to renounce credit for the Artwork. If Artist renounces credit for his Artwork, this would include, among other things, relinquishment and abandonment of the copyrights described herein. 8.3 Credit — The City agrees, at its own expense, to prepare and install at or near the Project a public notice, the form and exact location of which shall be solely determined by City, giving Artist credit for the creation of the Artwork. ARTICLE 9 INSURANCE COVERAGE Insurance: The artist, consistent with their status as an independent contractor, shall carry, and shall require any of its subcontractors to carry, at least the following insurance in such form, with such companies, and in such amounts (unless otherwise specified) as City may require: Worker's Compensation and Employer's Liability insurance, including All States Endorsement, to the extent required by federal law and complying with the laws of the State of Texas; Commercial General Liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Personal Injury, Completed Operations/Products Liability, Premises Liability, Medical Payments, Interest of Employees as additional insured's, and Broad Form General Liability Endorsements, for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage on an occurrence basis; iii. Comprehensive Automobile Liability insurance covering all owned, non -owned or hired automobiles to be used by the Contractor, with coverage for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage. 1. Name the City, its officers, agents, representatives, and employees as additional insureds as to all applicable coverage with the exception of workers' compensation insurance. 2. Provide for at least thirty (30) days prior written notice to the City for cancellation, non -renewal, or material change of the insurance. 3. Provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance. Insurance company qualification: All insurance companies providing the required insurance shall be authorized to transact business in Texas and rated at least "A" by AM Best or other equivalent rating service. Certificate of insurance: A certificate of insurance evidencing the required insurance shall be submitted no later than the date of the execution of this Agreement. If this Agreement is renewed or extended by the City, a certificate of insurance shall also be provided to the City prior to the date the Agreement is renewed or extended. ARTICLE 10 AUDITS AND RECORDS/PROIIIBITED INTEREST/VENDOR DISCLOSURE The Artist agrees that at any time during normal business hours and as often as City may deem necessary, Artist shall make available to representatives of the City for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the City to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, all for a period of four (4) years from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. The Artist agrees that it is aware of the prohibited interest requirement of the City Charter, which is repeated on the Affidavit, and will abide by the same. Further, a lawful representative of Artist shall execute the Affidavit attached hereto as Exhibit "C" and incorporated herein by reference for all purposes. Artist understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement void able. The Artist agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of the Artist shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit "D" and incorporated herein for all purposes. ARTICLE 11 TERMINATION OF AGREEMENT/REMEDIES 11.1 Artist Default — Failure or refusal of the Artist to perform any act herein required, unless mutually agreed to in writing by the City and the Artist, shall constitute a default. In the event of a default, in addition to any other remedy available to the City, this Agreement may be terminated by the City upon ten (10) day written notice. Such notice does not waive any other legal remedies available to the City. 11.2 Conditions for Termination of Agreement Other than Artist's Default — If the City deems, in its sole discretion, the Project design is inappropriate or unworkable for the site, or if the deadlines specified herein are not met due, in whole or in part, to the Artist's actions and/or omissions, or if cost estimates indicate that the Project cannot be completed within the Project budget, the City retains the right to terminate this Agreement and is released from the obligation to enter into fabrication and installation of the Artist's design concept for the Project. In the event of any termination, Artist shall deliver to City all work, entirely or partially completed. The Artist shall receive as compensation, full payment for services satisfactorily, as solely determined by the City, performed as outlined in Exhibit `B", as applicable, to the date of the termination notice received. The City shall make this final payment within thirty (30) days of notifying the Artist. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. ARTICLE 12 DISPUTE RESOLUTION/MEDIATION In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or dispute arising out of or relating to the interpretation or performance of this Agreement, or breach thereof, by voluntary mediation to be conducted by a mutually acceptable mediator. ARTICLE 13 INDEMNITY Indemnification: Artist agrees to defend, indemnify and hold harmless the City, all of its officers, Council members, agents and employees from and against all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court costs and related expenses, arising out of, connected with, or resulting from any acts or omissions of Artist or any agent, employee, subcontractor, or supplier of Artist in the execution or performance of this contract without regard to whether such persons are under the direction of City agents or employees. The Artist agrees to protect and indemnify the City, all of its officers, Council members, agents and employees, from all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court costs and related expenses, arising out of any alleged infringement of patents or copyrights arising from the Artist's performance under the Artist's Bid, including attorneys' fees and court costs. ARTICLE 14 NOTICES Artist agrees that all notices or communications to City permitted or required under this Agreement shall be delivered to City at the following addresses: Kerry McGeath Deputy Director of Community Services City of Southlake 1400 Main Street, Ste 440 Southlake, Texas 76092 City agrees that all notices or communication to Artist permitted or required under this Agreement shall be delivered to Artist at the following address: Archie St Clair 701 S. Main Street Grapevine, TX 76051 Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. All notices or communication required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is postmarked by the sending party. Each party may change the address to which notice may be sent to that party by giving notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 16 MISCELLANEOUS 12.1 Complete Agreement - This Agreement, including the exhibits hereto labeled "A" through "D", all of which are incorporated herein for all purposes, constitute the entire agreement by and between the parties regarding the subject matter hereof and supersedes all prior and/or contemporaneous written and/or oral understandings. This Agreement may not be amended, supplemented, and/or modified except by written agreement duly executed by both parties. To the extent that any provision of this Agreement should conflict with the provisions of an exhibit, the provisions of this Agreement shall prevail. 12.2 Assignment and Subletting - The Artist agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the City. The Artist further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the Artist of its full obligations to the City as provided by this Agreement. All such approved work performed by assignment or subletting shall be billed through Artist, and there shall be no third party billing. 12.3 Successors and Assigns - City and Artist, and their partners, assigns, successors, subcontractors, executors, officers, agents, employees, representatives, and administrators are hereby bound to the terms and conditions of this Agreement. 12.4 Severability - In the event a term, condition, or provision of this Agreement is determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect as if such invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 12.5 Venue - This entire Agreement is performable in Collin County, Texas and the venue for any action related directly or indirectly, to this Agreement or in any manner connected therewith shall be Collin County, Texas, and this Agreement shall be construed under the laws of the State of Texas. 12.6 Execution/Consideration - This Agreement is executed by the parties hereto without coercion or duress for any substantial consideration, the sufficiency of which is forever confessed. 12.7 Authority - The individuals executing this Agreement on behalf of the respective parties below represent to each other that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date thereof. 12.8 Waiver - Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance. 12.9 Headings - The headings of the various sections of this Agreement are included solely for convenience of reference and are not to be full or accurate descriptions of the content thereof. 12.10 Multiple Counterparts - This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. A facsimile signature will also be deemed to constitute an original if properly executed. 12.11 Sovereign Immunity — The parties agree that the City has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. 12.12 Representations — Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had the opportunity to confer with its counsel. 12.13 Miscellaneous Drafting Provisions — This Agreement shall be deemed drafted equally by all parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any party shall not apply. 12.14 No Third Party Beneficiaries —Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the parties do not intend to create any third party beneficiaries by entering into this Agreement IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest day as reflected by the signatures below. Effective Date: CITY The City of Southlake, Texas m Shana Yelverton Title: City Manager Approved as to Form: By: Taylor, Olson, Adkins, Sralla, and Elam L.L.P City Attorneys STATE OF TEXAS: COUNTY OF TARRANT: ARTIST Archie St. Clair By: Archie St. Clair Title: Artist BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED SHANA YELVERTON, KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPACITY THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS STATE OF COUNTY OF BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED ARCHIE ST. CLAIR KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPACITY THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF , NOTARY PUBLIC IN AND FOR THE STATE OF EXHIBIT "A" SCOPE OF SERVICES AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND ARCHIE ST CLAIR (ARTIST) CREATION OF SCULPTURES FOR THE CITY OF SOUTHLAKE DEPARTMENT OF PUBLIC SAFETY HEADQUARTERS Project Description Creation of two sculptures for the Department of Public Safety Headquarters The sculptures will be cast bronze, The sculpture at the main entrance will be set into a raised area and will require the sculpted figures to be 1 and '/: life size. The sculpture in the interior courtyard will be life size. To create and install the proposed project Archie St. Clair will perform the following tasks: A) Following a site visit, submit final schematic drawings of the proposal, based upon proposal submitted to City staff and requisite city boards for review and approval within 60 days of the receipt of this agreement. These drawings will include: ■ Detailed information of every physical feature of the construction of the Artwork and its integration with the site, with any proposed changes to the previously submitted ■ A description of any issues involved in the construction, integration and maintenance of the Artwork, as well as any third party subcontractors needed to work on the project. ■ A final project budget breakdown not to exceed $280,000.00 ■ An installation timeline. B) Following formal approval of the Public Art Board, the Artist shall submit drawings paid for by the Artist, for certification that the Artwork, foundation, and its connection will be structurally sound. C) The Artist shall create and install the Artwork in substantial conformity with the approved design. Any significant changes in the concept, as defined in Article 5.2, must be approved by the City. It is the responsibility of the Artist to coordinate with the City, and Contractor to ensure that the site is prepared to receive the Artwork. The City will be responsible for preparation of the site, including installation of the foundation and lighting. D) Upon completion of the permanent installation and clean-up of the site, the City project manager will inspect the work and give notice of acceptance, as provided in this Agreement. EXHIBIT "B" COMPLETION SCHEDULE/PROJECT BILLING/PROJECT BUDGET AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND ARCHIE ST. CLAIIt (ARTIST) CREATION OF SCULPTURES FOR THE CITY OF SOUTHLAKE DEPARTMENT OF PUBLIC SAFETY HEADQUARTERS Completion Schedule and Project Billing Task Timeline COs Artist Foundry Conceptual Month 1 Contract -Provide drawings January signed Final conceptual 2009 drawings Begin work on Month 2 Check #1 Begins work on clay figures -$140,000 creating clay figures due (50%) Month 3 Work continues on clay figures Month 4 On -site Work continues on clay visits figures Months Work continues on clay 5 & 6 figures Month 7 On -site Work continues on clay visits figures Clay Figures Month 8 -12 Approve Clay figures completed Approved figures are approved and clay and reviewed by COS processed as sent to foundry figures approval for Foundry necessary, cast in for casting and final work to begin bronze, flaws removed Approve Bronze Bronze on Supervise casting process in metal shop, patina on return from return at foundry. applied, (Process takes Foundry from Approve final bronze 3-4 months) Foundry Check # 2 $ 84,000 paid upon approval of clay figures (30% Final acceptance Month 13 Approve Bronze figures delivered by project (January work. and installed in Southlake. manager, submit 2010) Check #3 Supervise installation maintenance $56,000 worksheets, due upon dedication. installatio n (20% EXHIBIT "C" AFFIDAVIT THE STATE OF COUNTY OF I, , Artist, make this affidavit and hereby on oath state the following: I, and/or a person or persons related to me, have the following interest in a business entity that would be peculiarly affected by the work or decision on the project (check all that apply); Ownership of 10% or more of the voting shares of the business entity. Ownership of $2,500 or more of the fair market value of the business entity. Funds received from the business entity exceed 10% of my income for the previous year. Real property is involved and I have an equitable or legal ownership with a fair market value of at least $2,500. None of the above. _ A relative of mine has substantial interest in the business entity or property that would be affected by my decision of the public body of which I am a member. Other: Upon the filing of this affidavit with the City of Southlake, Texas, I affirm that no relative of mine, in the first degree by consanguinity or affinity as defined in Chapter 573 of the Texas Government Code, is a member of the public body which took action on the agreement. Signed this day of , 20 Signature of Official/Title BEFORE ME, the undersigned authority, this day personally appeared stated that the facts hereinabove stated are true to the best of his/her knowledge or belief. Sworn to and subscribed before me on this day of , 20 Notary Public in and for The State of My commission expires: and on oath EXHIBIT "D" INFORMATION REGARDLNG VENDOR CONFLICT OF INTEREST QUESTIONNAIRE WHO: A person must file a conflict of interest questionnaire with the City if the person has a employment or business relationship with an officer of the City that remelts in taxable income exceeding $2,500 during the preceding twelve month period, or an officer or a member of the officers family has accepted gifts with an aggregate value of more than $250 during the previous tv elve month period and the person engages in any of the following actions: 1. contracts or seeks to contract for the sale or purchase of property, goods, or services with the City, including any of the following: a. written and implied contracts, utility purchases, purchase orders, credit card purchases and any purchase of goods and services by the City; b. contracts for the purchase or sale of real property, personal property including an auction ofproperty; C. tax abatement and economic development agreements; 2. submits a bid to sell goods or services, or responds to a request for proposal for services, enters into negotiations with the City for a contract; or 4. applies for a tax abatement and/or economic development incentive that will result in a contract with the City. THE FOLLOWING ARE CONSIDERED OFFICERS OF THE CITY: 1. Mayor and City Council Members; 2. City Manager; 3. .Board and Commission members appointed by the Mayor or City Council members; 4. Directors of 4A and 413 development corporations,• 5. the executive directors or managers of 4A and 4B development corporations; and S. Directors of the City of Southlake who have authority to sign contracts on behalf of the City. EXCLUSIONS: A questionnaire su tcment need not be filed if the money paid to a local government officer was a political contribution, a gift to a member of the officer's family from a farnily member, a contract or purchase of less than $2,500 or a transaction at a price and subject W' Suuthlals}MtiscctfanuxnlC I,apicx 176.Attuchment C1Q_0M08 v Page t af3 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor or other person doing business with local governmental entity Page 2 Name of local government officer with whom flier has affiiitation or business relationship. (Complete this section only if the answer to A, 8, or C is YES.) This section, item b including subparts A, B. C & D. must be completed for each ofcer with whom the filer has af'rllaton or business relationship. attach additional pages to 1,Ys IForm CIO as necessary_ A. Is the local government officer named in this section receiving or lRely to receive taxable income atom the filer of the questionnaire? QYes a No B. Is the filer of the questionnaire receiving or liken, to receive taxable income from or at the direction or the local government officer named in this section AND the taxable income is not from the local governmental entity? E-JYes EJNo C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director„ or holds an ownership of 19 percent or more? Yes Q No D. Describe each aYiliat*n or business retabonshlp. Describe any other affiliation or business relationship that might cause a conflict of interest. F Signature of person doing business with the governmental entry D*e Anew.:`D V'A3r^,DR AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND LIZ BONHAM (ARTIST) FOR CREATION OF A PAINTING FOR THE CITY OF SOUTHLAKE DEPARTMENT OF PUBLIC SAFETY HEADDQUARTERS MAIN ENTRY LOBBY made as of the day of in the Year 2009 BETWEEN the City: The City of Southlake, Texas 1400 Main Street, Ste 440 Southlake, Texas 76092 Telephone 817 748 8384 Facsimile 817 748 8250 and the Artist(s): Liz Bonham 509 San Juan Southlake, Texas 76092 Telephone: (817) 223-4057 for the following Project: Creation of a painting for the City of Southlake Department of Public Safety Headquarters main entry lobby The City and the Artist agree as set forth below. THIS AGREEMENT is made and entered by and between the City of Southlake, Texas, a Home -Rule Municipal Corporation located in Tarrant and Denton County Texas, hereinafter referred to as "City", and Liz Bonham hereinafter referred to as "Artist", to be effective from and after the date as provided herein, hereinafter referred to as the "Agreement". WHEREAS, the City desires to engage the services of the Artist to create a painting for the main lobby of the Department of Public Safety Headquarters. WHEREAS, the Artist desires to render such services for the City upon the terms and conditions provided herein. NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: That for and in consideration of the covenants contained herein, and for the mutual benefits to be obtained hereby, the parties hereto agree as follows: ARTICLE 1 ARTIST'S SERVICES 1.1 Employment of the Artist - The City hereby agrees to retain the Artist to perform the services set forth herein in connection with the Project. Artist agrees to perform such services in accordance with the terms and conditions of this Agreement. 1.2 Scope of Services - The parties agree that Artist shall perform such services as are set forth and described in Exhibit "A", which is attached hereto and incorporated herein by reference for all purposes. The parties understand and agree that deviations or modifications to the scope of services described in Exhibit "A", in the form of written change orders, may be authorized from time to time by the City. 1.3 Schedule of Work - The Artist agrees to commence work immediately upon execution of this Agreement and receipt of first payment, and to proceed diligently with said work to completion as described in the Completion Schedule/Project Billing/Project Budget attached hereto as Exhibit `B" and incorporated herein by reference for all purposes. ARTICLE 2 THE CITY'S RESPONSIBILITIES 2.1 Project Data - The City shall furnish required information, that it currently has in its possession, as expeditiously as necessary for the orderly progress of the work, and the Artist shall be entitled to rely upon the accuracy and completeness thereof. 2.2 City Project Manager - The City shall designate, when necessary, a representative authorized to act on the City's behalf with respect to the Project (the "Project Manager"). The City or such authorized representative shall examine the documents submitted by the Artist and shall render any required decisions pertaining thereto as soon as practical so as to avoid unreasonable delay in the progress of the Artist's services ARTICLE 3 ARTIST'S COMPENSATION 3.1 Compensation for Artist's Services - As described in "Article 1, Artist's Services", compensation for this Project shall be five thousand dollars and no cents ($5,000.00) ("Artist's Fee") and will cover all services to be rendered and materials to be provided in accordance with this Agreement. The Artist's Fee shall be paid in accordance with Article 3 and the Completion Schedule/Project Billing/Project Budget as set forth in Exhibit `B", attached hereto. The final twenty percent (25%) of the Artist's Fee, or twelve hundred and fifty dollars and no cents ($1250.00) shall not be paid until the Artist has completed, delivered and installed, where applicable, all of the Artwork services and tasks described in Exhibits "A" and "B", attached hereto. The artist will also be required to fill out the proper paperwork to become an approved vendor for the City of Southlake before payments will commence. 3.2 Invoices — No payment to the Artist shall be made until Artist tenders an invoice to the City. Payments are payable to the Artist within thirty (30) days from the date of invoice as long as the invoice is mailed to City within three (3) days of the date of the invoice. Invoices are to be mailed to City immediately upon completion of each individual task listed in Exhibit "A". If any invoice remains outstanding and unpaid for more than sixty (60) days from the date of invoice, and Artist has fully performed its obligations as set forth herein, the Artist has the option upon written notice to the City, to suspend all work specified under this Agreement until the account is brought current. Continued performance and/or completion of work by the Artist under this Agreement shall resume upon the payment of the earned fees by the City. 3.3 Failure to Pay - Failure of the City to pay an invoice, for a reason other than cause, to the Artist within sixty (60) days from the date of the invoice shall grant the Artist the right, in addition to any and all other rights provided, to, upon written notice to the City, refuse to render further services to the City and such act or acts shall not be deemed a breach of this Agreement. The City shall not be required to pay any invoice submitted by the Artist if the Artist breached any provision(s) herein. 3.4 Adjusted Compensation - If the Scope of the Project or if the Artist's services are materially changed, the amounts of the Artist's compensation shall be equitably adjusted as approved by City. Any additional amounts paid to the Artist as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. 3.5 Proiect Suspension - If the Project is suspended or abandoned in whole or in part for more than three (3) months, Artist shall be entitled to compensation for any and all work completed to the satisfaction of City in accordance with the provisions of this Agreement prior to suspension or abandonment. In the event of such suspension or abandonment, Artist shall deliver to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any other items prepared by Artist in connection with this Agreement prior to Artist receiving final payment. If the Project is resumed after being suspended for more than three (3) months, the Artist's compensation shall be equitably adjusted as approved by the City. Any additional amounts paid to the Artist after the Project is resumed shall be agreed upon in writing by both parties before the services are performed. ARTICLE 4 OWNERSHIP AND COPYRIGHT 4.5 Ownership of Work - The Project is the property of the City, and the Artist shall not make any duplicate work of the same or substantially similar size, nor shall the Artist grant permission to others to do so except with the written permission of the City. The City shall be entitled to copies of the plans and the maquette, which are prepared by the Artist in connection with the development and fabrication of the Project under this Agreement. The ownership of the sculpture is transferred to the City upon full payment of Artwork described in Exhibits "A" and `B" attached hereto. 4.6 Ownership of Copyright - Artist shall retain the copyright to the Artwork. Artist shall take all steps, at his own expense, to protect the copyright of the Artwork. 4.7 License to City - The Artist irrevocably licenses the City, its employees, representatives, officers and agents, the right to make photographs, two dimensional reproductions, and adaptations of the work for educational, public relations, arts promotional and other non-commercial purposes. For the purposes of this Agreement, the following, among others, are deemed to be reproductions and/or adaptations for non-commercial purposes: reproduction in exhibition catalogues, websites, books, slides, photographs, postcards, posters, and calendars; in magazines, books, art and news sections of newspapers; in general books and magazines not primarily devoted to art but of an educational, historical or critical nature; slides, videos and film strips not intended for a mass audience, and television from stations operated for educational purposes or on programs for educational and news purposes from all stations. 4.8 Copyright Notice — The City undertakes to use its reasonable efforts to include in any reproductions which it makes of the Artwork a copyright notice in the following form: Copyright Liz Bonham or © Liz Bonham 4.5 Representations and Warranties Regarding Copyright — The Artist represents and warrants that the Artwork is an original creation of Artist's and will not infringe the copyright, trademark, or other intangible rights of any third party. ARTICLE 5 CREATION OF THE ARTWORK 5.7 Specifications — Artist will create the Artwork, or cause it to be fabricated, in substantial conformity with the Design approved by City as set forth in Exhibit "A". 5.8 Changes — Any significant changes to the Artwork by either Artist or as requested by City will be approved in writing by the other party. For purposes of this Agreement, a "significant change" will mean any change, including but not limited to, a change in the scope, design, color, size, or material of the Artwork, which affects cost, installation, site preparation, maintenance and concept as represented in the Design described in Exhibit "A". If Artist wishes to make a significant change to the Artwork, he must request written approval of the change in writing at the address provided in Section 14. The Crime Control and Prevention District Board will act on the request at the first available meeting, and the City will provide a written response within thirty (30) calendar days of receipt of the request. 5.9 Review of the Artwork — The City will be given access to the Artwork during reasonable business hours at Artist's or fabricator's studio in order to review the Artwork and Artist's or fabricator's progress with fabrication of the Artwork. Alternatively, the City requests and shall be given photographic documentation of Artist's progress to verify each stage that triggers payment pursuant to Section 3.1 above. 5.10 Notification of Fabrication Completion — Artist will notify the City in writing pursuant to Section 15 below when the Artwork is completed and ready for delivery. Designated representatives of the City will have the opportunity to inspect the Artwork for conformity with the design and structural requirements prior to delivery and to give written approval or disapproval of the Artwork for thirty (30) business days following notice from the Artist. As an alternative to the studio inspection, photographic documentation may be submitted to the City upon completion of the Artwork. 5.11 Preparation of Site — Regarding installation of the Artwork, cooperation from the City's designated staff and contractor is required. City will provide Artist with the specifications and drawings for the specific area at the site where the Artwork is to be installed. Artist is responsible for obtaining and forwarding to City design drawings and calculations for the installation of the Artwork. The drawings will illustrate the Artwork's support system, including without limitation, connection to the base. The designated city staff member will utilize these drawings and if, during installation, the Artwork is found to differ from the specifications noted in the drawings, it will be the Artist's responsibility to remedy the discrepancy and bring the Agreement into conformance with the drawings. 5.12 Warranty of Craftsmanship —The Artist warrants that the Artwork will be free of defects in workmanship and materials. In the event that any defects become apparent in the workmanship or materials within five (5) years of the execution of this Agreement, Artist will remedy any defects at Artist's sole cost and expense. ARTICLE 6 STORAGE 6.1 Storage Costs -- Artist will make all efforts to coordinate installation such that the Artwork will not need to be stored prior to installation. If the Artwork is to be installed within fourteen (14) days of its delivery date to the designated site, and is to be stored temporarily at a location at the site, the Artist is responsible for ensuring the safety of the Artwork until the permanent installation is completed. The Artist will be responsible for any and all costs associated with storing the Artwork, including but not limited to, the cost of transporting the Artwork to and from the storage facility, from the date mutually agreed upon in writing by the Artist and City for delivery to the site until the Artwork is permanently installed. If, for reasons outside of the control of the Artist, the Artwork will not be able to be permanently installed within fourteen (14) days of its arrival date on site, as mutually agreed upon in writing by the Artist and City, and it is necessary to store the Artwork for more than fourteen (14) days prior to the permanent installation, the City must notify the Artist prior to delivery of the Artwork to the site. Storage of the Artwork will be at a location mutually agreed upon in writing by the Artist and City. Any and all costs associated with storing the Artwork, including but not limited to, the cost of transporting the Artwork from the storage facility, shall be apportioned between City and Artist as follows: • first day (as mutually agreed upon in writing by Artist and City for delivery to the site) of storage through day 14— Artist • day 15 until the date the Artwork is permanently installed --City 6.2 Storage Requirements -- If the City is providing on -site storage, the City will provide a locked storage facility to adequately, as solely determined by the City, contain the Artwork and the materials and supplies reasonably required by Artist for the permanent installation of the Artwork. ARTICLE 7 FINAL APPROVAL OF ARTWORK Within ten (10) business days of the permanent installation of the Artwork, the City will inspect the Artwork to determine whether it conforms with all of the requirements of this Agreement. If the City desires any modifications to the Artwork or finds that any aspect of the Artwork is not in conformance with this Agreement, the City will notify Artist in writing within seven (7) business days of the inspection. Artist will have an opportunity to address and cure any defects, requests or concerns of the City within fifteen (15) days of the date of the City's notice provided pursuant to Article 7. ARTICLE 8 INTEGRITY OF THE WORK 8.1 Repairs and Maintenance - The City undertakes to exercise reasonable care to protect, repair, and maintain the work. Artist agrees to cooperate with and advise the City in connection with any such non -routine maintenance, including, without limitation, damage by acts of God, vandalism, conservation and/or replacement of any portion of the Artwork to the extent that he or she is able to do so. During Artist's lifetime, the City will not undertake any non -routine maintenance on the Artwork without attempting to consult with the Artist or his or her authorized representative unless an emergency requires the City to do so. 8.2 Relocation of the Work — To the extent that the Artwork is capable of being relocated, the City shall have the right to do so. If feasible, the City shall attempt to consult with the Artist concerning the relocation of the Artwork prior to any such relocation; however, the Artist's approval is not required for the relocation, if any. If the Artist is not pleased with such relocation, he or she shall have the right to renounce credit for the Artwork. If Artist renounces credit for his Artwork, this would include, among other things, relinquishment and abandonment of the copyrights described herein. 8.3 Credit — The City agrees, at its own expense, to prepare and install at or near the Project a public notice, the form and exact location of which shall be solely determined by City, giving Artist credit for the creation of the Artwork. ARTICLE 9 INSURANCE COVERAGE Insurance: The artist, consistent with their status as an independent contractor, shall carry, and shall require any of its subcontractors to carry, at least the following insurance in such form, with such companies, and in such amounts (unless otherwise specified) as City may require: iv. Workers Compensation and Employer's Liability insurance, including All States Endorsement, to the extent required by federal law and complying with the laws of the State of Texas; V. Commercial General Liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Personal Injury, Completed Operations/Products Liability, Premises Liability, Medical Payments, Interest of Employees as additional insured's, and Broad Form General Liability Endorsements, for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage on an occurrence basis; vi. Comprehensive Automobile Liability insurance covering all owned, non -owned or hired automobiles to be used by the Contractor, with coverage for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage. 4. Name the City, its officers, agents, representatives, and employees as additional insureds as to all applicable coverage with the exception of workers' compensation insurance. 5. Provide for at least thirty (30) days prior written notice to the City for cancellation, non -renewal, or material change of the insurance. 6. Provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance. Insurance company qualification: All insurance companies providing the required insurance shall be authorized to transact business in Texas and rated at least "A" by AM Best or other equivalent rating service. Certificate of insurance: A certificate of insurance evidencing the required insurance shall be submitted no later than the date of the execution of this Agreement. If this Agreement is renewed or extended by the City, a certificate of insurance shall also be provided to the City prior to the date the Agreement is renewed or extended. ARTICLE 10 AUDITS AND RECORDS/PROHIBITED INTEREST/VENDOR DISCLOSURE The Artist agrees that at any time during normal business hours and as often as City may deem necessary, Artist shall make available to representatives of the City for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the City to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, all for a period of four (4) years from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. The Artist agrees that it is aware of the prohibited interest requirement of the City Charter, which is repeated on the Affidavit, and will abide by the same. Further, a lawful representative of Artist shall execute the Affidavit attached hereto as Exhibit "C" and incorporated herein by reference for all purposes. Artist understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement void able. The Artist agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of the Artist shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit "D" and incorporated herein for all purposes. ARTICLE 11 TERMINATION OF AGREEMENT/REMEDIES 11.1 Artist Default — Failure or refusal of the Artist to perform any act herein required, unless mutually agreed to in writing by the City and the Artist, shall constitute a default. In the event of a default, in addition to any other remedy available to the City, this Agreement may be terminated by the City upon ten (10) day written notice. Such notice does not waive any other legal remedies available to the City. 11.2 Conditions for Termination of Agreement Other than Artist's Default — If the City deems, in its sole discretion, the Project design is inappropriate or unworkable for the site, or if the deadlines specified herein are not met due, in whole or in part, to the Artist's actions and/or omissions, or if cost estimates indicate that the Project cannot be completed within the Project budget, the City retains the right to terminate this Agreement and is released from the obligation to enter into fabrication and installation of the Artist's design concept for the Project. In the event of any termination, Artist shall deliver to City all work, entirely or partially completed. The Artist shall receive as compensation, full payment for services satisfactorily, as solely determined by the City, performed as outlined in Exhibit `B", as applicable, to the date of the termination notice received. The City shall make this final payment within thirty (30) days of notifying the Artist. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. ARTICLE 12 DISPUTE RESOLUTION/MEDIATION In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or dispute arising out of or relating to the interpretation or performance of this Agreement, or breach thereof, by voluntary mediation to be conducted by a mutually acceptable mediator. ARTICLE 13 INDEMNITY Indemnification: Artist agrees to defend, indemnify and hold harmless the City, all of its officers, Council members, agents and employees from and against all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court costs and related expenses, arising out of, connected with, or resulting from any acts or omissions of Artist or any agent, employee, subcontractor, or supplier of Artist in the execution or performance of this contract without regard to whether such persons are under the direction of City agents or employees. The Artist agrees to protect and indemnify the City, all of its officers, Council members, agents and employees, from all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court costs and related expenses, arising out of any alleged infringement of patents or copyrights arising from the Artist's performance under the Artist's Bid, including attorneys' fees and court costs. ARTICLE 14 NOTICES Artist agrees that all notices or communications to City permitted or required under this Agreement shall be delivered to City at the following addresses: Kerry McGeath Deputy Director of Community Services City of Southlake 1400 Main Street, Ste 440 Southlake, Texas 76092 City agrees that all notices or communication to Artist permitted or required under this Agreement shall be delivered to Artist at the following address: Liz Bonham 509 San Juan Southlake, Texas 76092 Telephone: (817) 223-4057 Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. All notices or communication required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is postmarked by the sending party. Each party may change the address to which notice may be sent to that party by giving notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 16 MISCELLANEOUS 12.1 Complete Agreement - This Agreement, including the exhibits hereto labeled "A" through "D", all of which are incorporated herein for all purposes, constitute the entire agreement by and between the parties regarding the subject matter hereof and supersedes all prior and/or contemporaneous written and/or oral understandings. This Agreement may not be amended, supplemented, and/or modified except by written agreement duly executed by both parties. To the extent that any provision of this Agreement should conflict with the provisions of an exhibit, the provisions of this Agreement shall prevail. 12.2 Assignment and Subletting - The Artist agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the City. The Artist further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the Artist of its full obligations to the City as provided by this Agreement. All such approved work performed by assignment or subletting shall be billed through Artist, and there shall be no third party billing. 12.3 Successors and Assigns - City and Artist, and their partners, assigns, successors, subcontractors, executors, officers, agents, employees, representatives, and administrators are hereby bound to the terms and conditions of this Agreement. 12.4 Severability - In the event a term, condition, or provision of this Agreement is determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect as if such invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 12.5 Venue - This entire Agreement is performable in Collin County, Texas and the venue for any action related directly or indirectly, to this Agreement or in any manner connected therewith shall be Collin County, Texas, and this Agreement shall be construed under the laws of the State of Texas. 12.6 Execution/Consideration - This Agreement is executed by the parties hereto without coercion or duress for any substantial consideration, the sufficiency of which is forever confessed. 12.7 Authority - The individuals executing this Agreement on behalf of the respective parties below represent to each other that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date thereof. 12.8 Waiver - Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance. 12.9 Headings - The headings of the various sections of this Agreement are included solely for convenience of reference and are not to be full or accurate descriptions of the content thereof. 12.10 Multiple Counterparts - This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. A facsimile signature will also be deemed to constitute an original if properly executed. 12.11 Sovereign Immunity — The parties agree that the City has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. 12.12 Representations — Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had the opportunity to confer with its counsel. 12.13 Miscellaneous Drafting Provisions — This Agreement shall be deemed drafted equally by all parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any party shall not apply. 12.14 No Third Party Beneficiaries — Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the parties do not intend to create any third party beneficiaries by entering into this Agreement IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest day as reflected by the signatures below. Effective Date: CITY The City of Southlake, Texas M Shana Yelverton Title: City Manager Approved as to Form: By: Taylor, Olson, Adkins, Sralla, and Elam L.L.P City Attorneys STATE OF TEXAS: COUNTY OF TARRANT: ARTIST Liz Bonham By: Liz Bonham Title: Artist BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED SHANA YELVERTON, KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPACITY THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF , NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS STATE OF COUNTY OF BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED LIZ BONHAM KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPACITY THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF , NOTARY PUBLIC IN AND FOR THE STATE OF EXHIBIT "A" SCOPE OF SERVICES AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND LIZ BONHAM (ARTIST) CREATION OF A PAINTING FOR THE CITY OF SOUTHLAKE DEPARTMENT OF PUBLIC SAFETY HEADDQUARTERS MAIN ENTRY LOBBY Project Description Creation of a painting for the Department of Public Safety Headquarters The painting will be a framed 32x40 oil painting and a Gold or Silver Frame To create and install the proposed project Liz Bonham will perform the following tasks: A) Following a site visit, submit final schematic drawings of the proposal, based upon proposal submitted to City staff and requisite city boards for review and approval within 60 days of the receipt of this agreement. These drawings will include: ■ Detailed drawing of the Artwork with any proposed changes to the previously submitted ■ A description of any issues involved in the painting or hanging of the Artwork, as well as any third party subcontractors needed to work on the project. ■ A final project budget breakdown not to exceed $5,000 ■ An installation timeline. B) The Artist shall create and install the Artwork in substantial conformity with the approved design. Any significant changes in the concept, as defined in Article 5.2, must be approved by the City. It is the responsibility of the Artist to coordinate with the City, and Contractor to ensure that the site is prepared to receive the Artwork. The City will be responsible for preparation of the site, including installation of the foundation and lighting. C) Upon completion of the permanent installation and clean-up of the site, the City project manager will inspect the work and give notice of acceptance, as provided in this Agreement. EXHIBIT "B" COMPLETION SCHEDULEIPROJECT BILLING/PROJECT BUDGET AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND LIZ BONHAM (ARTIST) CREATION OF A PAINTING FOR THE CITY OF SOUTHLAKE DEPARTMENT OF PUBLIC SAFETY HEADDQUARTERS MAIN ENTRY LOBBY Completion Schedule and Project Billing Task Timeline Cos Artist Conceptual Month 1 -2 Contract -Provide drawings January signed Final more detailed 2009 drawings Month 2 Check #1 $3750 due (75%) Work on Month 3 Work commences on painting painting commences Month 4 On -site visits Work continues on painting Months Work continues on 5 & 6 painting Month 7 On -site visits Work continues on painting Final Month 8 -12 Approve Have the painting acceptance by paintings and available for review project manager frame Dedication and Month 13 Check # 3 Work is hung in the final payment (January $1250 paid location 2010) upon installation (25 EXHIBIT "C" AFFIDAVIT THE STATE OF § COUNTY OF § I, , Artist, make this affidavit and hereby on oath state the following: I, and/or a person or persons related to me, have the following interest in a business entity that would be peculiarly affected by the work or decision on the project (check all that apply); Ownership of 10% or more of the voting shares of the businesss entity. Ownership of $2,500 or more of the fair market value of the business entity. Funds received from the business entity exceed 10% of my income for the previous year. Real property is involved and I have an equitable or legal ownership with a fair market value of at least $2,500. None of the above. _ A relative of mine has substantial interest in the business entity or property that would be affected by my decision of the public body of which I am a member. Other: Upon the filing of this affidavit with the City of Southlake, Texas, I affirm that no relative of mine, in the first degree by consanguinity or affinity as defined in Chapter 573 of the Texas Government Code, is a member of the public body which took action on the agreement. Signed this day of 120 Signature of Official/Title BEFORE ME, the undersigned authority, this day personally appeared stated that the facts hereinabove stated are true to the best of his/her knowledge or belief. Sworn to and subscribed before me on this day of , 20 Notary Public in and for The State of My commission expires: and on oath EXHIBIT "D" INFORMATION REGARDING VENDOR CONFLICT OFINTEREST QI/ESTIOANAIRE WHO: A person must file a conflict of interest questionnaire with the City if the person has a employment or business relationship with an officer of the City that results in taxable income exceeding $2,500 during the preceding twelve month period, or an officer or a member of the officer's family has accepted gifts with an aggregate value of more than $250 during the Previous twelve month period and the person engages in any of the following actions: 1. contrasts or seeks to conWot for the sale or purchase of property, goods, or services with the City, including any of the following: a. written and implied contracts, utility purchases, purchase orders, credit card purchases and any purchase of goods and services by the City; b. contracts for the purchase or sale of real property, personal property including an auction of property; a tax abatement and economic development agreements; 2. submits a bid to sell goods or services, or responds to a request for proposal for services; 3. enters into negotiations with the City for a contract; or 4. applies for a tax abatement and/or economic development incentive that will result in a contract with the City. THE FOLLOWING ARE CONSIDERED OFFICERS OF THE CITY: 1. Mayor and City Council Members; 2. City Manager; 3. Board and Commission members appointed by the Mayor or City Council members; 4. Directors of 4A and 4B development corporations; 5. the executive directors or managers of 4A and 4B development corporations; and 6. Director. of the City of Southlake who have authority to sign contracts on behalf of the City. EXCLUSIONS: A questionnaire statement need not be filed if the money paid to a local government officer was a political contribution, a gift to a member of the officer's family from a family member; a contract or purchase of less than $2,500 or a transaction at a price and subject iV; SouihlalelMiucfianernnl( baylec 17bAituchmrxsiCH2.(KJ26t78�Me Pegs 143 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor or other person doing business with local governmental entity page 2 Name of local government officer with whom filer has affeiitation or business relationship. (Complete this section only ifthe answer to A, B, or C is YES.) This section, item b including subparts .A, B, C & D, must be completed for each officer with whom the `filer has af`iivatlon or business relationship. Attach additional pages to thss Form CIO as necessary_ A. Is the local government officer named in this section receINIng or likely to receive taxable income from the filer of the questionnaire? FlYes E_J No B. Is fire filer of the questionnaire receiving or likely to receive taxable income from or at the direction or the local government officer named in this section AND the taxable income is not from the local governmental entity FlYes a No C. is the `filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an oiatcer or director, or holds an ownership of 10 percent or more? Yes Q No D. Describe each affiliation or business relationship. Describe any other affiliation or business .relationship that might cause a conflict of interest. 7 Signature of person doirV business v ith the govemr metal entitg, Date A.—ded OSMr_-bM