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Item 4E - MemoCITY OF SOUTH LAKE Item 4E MEMORANDUM December 31, 2025 To: Alison Ortowski From: David Miller, Community Services Director Subject: Approve a Contract with Artist Eric Dowdle, dba Dowdle Studios, in an Amount not to exceed $125,000 for Art to be installed in the City of Southlake in Bicentennial Park for its 70th Anniversary Action Requested: Approve a Contract with Artist Eric Dowdle, dba Dowdle Studios, in an Amount not to exceed $125,000 for Art to be installed in the City of Southlake in Bicentennial Park for its 70th Anniversary Background Information: The Public Art Master Plan recommends commissioning and installing public art pieces for beautification and celebrating Southlake's history through the arts throughout the city. Page 41 of the Public Art Master Plan suggests installing additional Capital Art Projects as they are funded. Dowdle Studios reached out to the City of Southlake in early May of 2023 about potentially creating an original art piece featuring Southlake that would also be sold as individual puzzles, with the option of also purchasing a Legacy Wall Puzzle. Art Council Chair Tamara McMillan and City Council Deputy Mayor Pro Tern Kathy Talley met with Dowdle Studios virtually in July. The opportunity was then discussed with the Arts Council in August, with a positive reception. Staff presented the potential project to the City Council during the 2024 Winter Workshop, and the Council directed staff to move forward with an original art piece and the Legacy Wall Puzzle to commemorate the City's 70th Anniversary in 2026. The main artwork provided by Dowdle Studios is a 9-foot by 12-foot Legacy Wall Puzzle that will be made of industrial acrylic panels and installed in Bicentennial Park. Additional elements include a 24" x 30" acrylic framed puzzle. Also included are 1,000 Special Edition puzzles, three hand -signed limited -edition prints signed by the Artist City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork City Council Meeting Date — January 06, 2026 Page 2 of 3 with certificates of authenticity, and an unveiling event that will coincide with the City's 70th birthday celebration. Under the contract, Eric Dowdle will provide all materials and create the artwork according to the approved concept, ship, and package the puzzles and Legacy Wall Puzzle, consult on installation, and provide engineer -stamped drawings of the puzzle and base. The City of Southlake will install the base, provide any necessary landscaping and lighting, and handle site installation, including crane, equipment, labor, barricades, and traffic control. Costs for installation will be covered by the city and have been accounted for within the adopted FY2025 and proposed FY 2026 Public Art Capital Budget. The project timeline is approximately nine months, and as part of the process, Eric Dowdle will visit Southlake in person to meet key stakeholders, tour the city, and gather inspiration for the artwork. This hands-on approach allows him to incorporate Southlake's unique landmarks and community symbols into the puzzle design, ensuring the final piece authentically reflects the character and spirit of the city. It is important to note that the artwork will focus on unique landmarks and community symbols and any persons depicted in the artwork will be non-specific to any individuals within the city. During this process, City staff will organize opportunities for Boards and Commissions, City Council, and other Stakeholders to meet with the artist as part of the planning and approval process. Staff will organize the unveiling event as a celebratory element in coordination with the City's 70th Birthday year of celebrations, with Dowdle Studios assisting in marketing and planning the ceremony. Bicentennial Park is the proposed location for the Legacy Wall Puzzle. Financial Considerations: Funding not to exceed $125,000 for the design and installation of artwork is provided in the Capital Improvement Fund. Strategic Link: Recommendation on the contract for public art is linked to the City's Strategy Map related to Quality Development and Performance Management and Service Delivery. City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork City Council Meeting Date — January 06, 2026 Page 3 of 3 Citizen Input/ Board Review: Southlake Arts Council recommendation for approval of the contract, December 09, 2025. City Council consideration January 06, 2026. Legal Review: Not Applicable Alternatives: Approve contract as is Approve contract with recommended edits Deny the contract and explore other options Supporting Documents: • Dowdle Studios Standard Arts Agreement Recommendation: Approve a Contract with Artist Eric Dowdle, dba Dowdle Studios, in an Amount not to exceed $125,000 for Art to be installed in the City of Southlake for its 70th Anniversary City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork Dowdle Studios Standard Arts Agreement AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS AND ERIC DOWDLE AND/OR DOWDLE STUDIOS FOR THE CREATION OF A SCULPTURE FOR THE CITY OF SOUTHLAKE This Art Commission Agreement (the "Agreement") is made and entered into as of the 18th day of November, 2025 BY AND BETWEEN the City: and the Artist: The City of Southlake, Texas 1400 Main Street, Ste 440 Southlake, Texas 76092 Telephone 817-748-8384 Facsimile 817-748-8250 Eric Dowdle, Dowdle Puzzles 1280 West 200 South Lindon, UT 84042 Studios and/or Dowdle for the following Artwork: Creation of an original work of art and the derivative products) and services" for an amount not to exceed $125,000). 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 Eric Dowdle, hereinafter collectively referred to as "Artist", to be effective from and after the date as provided herein. The City and Artist may be individually referred to as a "Party" or collectively as the "Parties" herein. WHEREAS, the City desires to engage the services of the Artist to create an original work of art (24x30 in. acrylic painting) and the derivative products and services (1,000 boxed puzzles, 1 wall puzzle, and unveiling event), for the City to presented at the 2026 Celebrate Southlake/ 70t" Birthday Celebration for an amount not to exceed $125,000 (the "Project"). 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, the Parties agree as follows: ARTICLE 1 Dowdle Studios Artist Contract Page 1 of 24 ARTIST'S SERVICES 1.1 Engagement 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 Design and Installation The Parties agree that Artist shall perform the services set forth and described in Exhibit "A", which is attached hereto and incorporated herein by reference. The Artist shall furnish all materials, labor, tools, equipment, apparatus, facilities, and anything else necessary to complete the Artwork in a workmanlike manner. 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 in writing by the City. The Artwork shall be delivered and installed by the Artist. Installation will be scheduled according to the timeline set forth in Exhibit "B," attached hereto and incorporated by reference. Any changes to the installation date must occur with at least a forty-five (45) day notice and be agreed upon in writing by both the City and the Artist. The City will be responsible for the installation at its location, including the crane and related equipment; labor, barricades, and traffic control. The artist will act as a consultant for said installation, but shall not receive an additional fee for the Artist's time or travel. The artwork shall be permanently affixed to the Site in the manner to be determined by a structural engineer as described in Exhibit "A". Design and installation of the Artwork shall comply with applicable building codes and seismic safety regulations. Artist shall provide the City with all applicable certificates of Authenticity for the original painting and any other canvas prints. 1.3 Size of Artwork - The completed Artwork shall be true to the estimated measurements and constructed out of the materials described in Exhibit "A". 1.4 Permits, Licenses, and Taxes - The Contractor for the project shall obtain and maintain during the term of this Agreement, all permits (including a City building permit), licenses, and certificates, and pay all taxes that may be required in connection with the performance of services under this Agreement. Notwithstanding any other provision of this Agreement, Artist shall not be charged a fee for issuance of a City building permit or any City license. 1.5 Schedule of Work - The Artist agrees to commence work immediately upon execution of this Agreement and receipt of the first payment, and to proceed diligently with said work to completion as described in the Completion Schedule/Artwork Billing and Budget attached as Exhibit "B" and incorporated herein by reference. 1.6 Artwork Installation Site — The Artwork shall be permanently affixed to the installation site, located in the Southlake Bicentennial Park, unless the City Dowdle Studios Artist Contract Page 2 of 24 exercises its option to relocate as set forth in Section 8.2. The Artist shall design the artwork so that the art installation will be structurally safe and sound and comply with current municipal building codes and seismic standards in accordance with the Uniform Building Code. 1.7 Artist Participation in Unveiling — Artist shall participate in the Project's unveiling event. The Parties shall coordinate planning of the unveiling event, with the City responsible for all logistical coordination and planning. 1.8 Creative License — Artist will research the City's landmarks, topography, scenery, notable individuals, buildings, history, traditions, events, and overall aesthetic. Artist will make a good faith effort to incorporate items from the City's recommendations at the Artist's sole discretion, according to Artist's overall artistic vision. The final design, concept, layout, features, and overall creative vision shall be at Artist's sole discretion. ARTICLE 2 THE CITY'S RESPONSIBILITIES 2.1 Artwork 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 of such information. This shall include any suggested features or individuals for the Artist's consideration and potential incorporation into the Project. The City shall submit the "Suggested Features" document provided by Artist within fifteen (15) days of the Effective Date of this Agreement. The City hereby grants the Artist the right to use and incorporate the City name, logo, and any other material trademarked by the City for use in the Project. 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 Artwork (the "Project Manager"). The City, by and through this authorized representative, shall examine the documents submitted by the Artist and render any required decisions pertaining thereto as soon as practical so as to avoid unreasonable delay in the progress of the Artist's services. 2.3 Reimbursement for Travel — The Artist shall pay for all travel as it applies to this agreement. ARTICLE 3 ARTIST'S COMPENSATION 3.1 Compensation for Artist's Services - As described in "Article 1, Artist's Services", compensation for this Artwork shall be one hundred twenty-five thousand dollars and no cents ($125,000) ("Artist's Fee") and will cover all services to be rendered and materials to be provided in accordance with this Agreement. Dowdle Studios Artist Contract Page 3 of 24 The Artist's Fee shall be paid in accordance with Article 3 and the Completion Schedule/Artwork Billing and Budget as set forth in Exhibit "B". The final ten percent (10%) of the Artist's Fee, or twelve thousand five hundred dollars and no cents ($12,500), shall not be paid until the Artist has completed all of the Artwork services and tasks described in Exhibits "A" and "B". The Artist will also be required to fill out the proper paperwork to become an approved vendor of the City before payments commence. The cost of shipping of the Artwork, puzzles and Wall Puzzle shall be included. 3.2 Artwork Suspension - If the Artwork is suspended or abandoned by the City 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 by the City, 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 Artwork 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 Artwork 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 Original Art is the property of the City; The Artist retains all Copyrights in and to the Artwork under the Copyright Act of 1976, 17 U.S.C., Section 101, et seq. and all other recognized copyrights applicable to visual artists. The Artist reserves all copyrights in artwork . Artist grants the City the right to display original artwork and Wall Puzzle. The ownership of the Wall Puzzle is transferred to the City upon full payment of the Artwork described in Exhibits "A" and "B". 4.2 Ownership of Copyright - Artist shall retain the copyrights 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 grants the City, its employees, representatives, officers, and agents, license to sell, display, advertise and market and use artwork for promotional, marketing, public relations, informational, educational and other non-commercial uses. For any commercial uses or adaptions of the artwork, City must request permission, in writing, from the Artist for specific commercial use and/or reproduction. For the purposes of this Agreement, the following, among others, are deemed promotional, marketing and other non-commercial purposes: reproduction/display in exhibition catalogues, websites, books, slides, photographs, postcards, posters, and calendars; in magazines, books, art and Dowdle Studios Artist Contract Page 4 of 24 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. All aforementioned work product created by the Artist will include the words: ARTWORK BY Eric Dowdle, Dowdle Studios. 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 Artist Name or © Artist Name 4.5 Representations and Warranties Regarding Copyright — The Artist represents and warrants that the Artwork is an original creation of the Artist's and will not infringe the copyright, trademark, or other intangible rights of any third party. 4.6 Warranty of Title — The Artist represents and warrants that the Artwork is free and clear of all liens from any source whatsoever. ARTICLE 5 FABRICATION 5.1 Specifications — Artist will create the Artwork, or cause it to be fabricated, in substantial conformity with the specifications 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, size, or material of the Artwork, which affects cost, installation, site preparation, maintenance, and concept as described in Exhibit "A". If the 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 Article 14. The City will provide a written response within thirty (10) calendar days of receipt of the request. 5.3 Review of the Artwork — The Artist will submit a digital image of the conceptual pencil sketchdrawing, to the City via email. City shall review sketch, provide any corrections and/or feedback to Artist an approve the conceptual sketch, pursuant to Section 3.1 above. City may visit the artist's studio at any time to see the creative process and progress of the project. Dowdle Studios Artist Contract Page 5 of 24 5.4 Notification of Fabrication Completion — Artist will notify the City in writing in the manner provided in Article 14 below when the Artwork is completed and ready for delivery. Artist will provide the City a digital copy of the final artwork, upon completion. 5.5 Preparation of Site — Regarding installation of the Artwork, cooperation from the City's designated staff and contractor is required. Artist will provide the City with the final specifications of the Wall Puzzle; including materials, weight, height, width and overall dimensions, as well as instructions for installation. 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 two (2) years of the completion of the Artwork by the Artist and acceptance of the Artwork by the City, Artist will remedy any defects at Artist's sole cost and expense during this period. ARTICLE 6 STORAGE 6.1 Storage - Storage of the Artwork is the responsibility of the Artist, until delivery of original art, puzzles and Wall Puzzle prior to the Unvieling Event. Once delivered, responsibility for storage is transferred to the City. ARTICLE 7 FINAL APPROVAL OF ARTWORK 7.1 Final Acceptance - City will inspect the Artwork prior to taking delivery to determine whether it conforms with all of the requirements of this Agreement. The Artist shall furnish the City with a full written narrative description of the Artwork. If the City finds that any aspect of the Artwork is not in conformance with this Agreement, the City will notify Artist in writing and Artist will have a reasonable time and opportunity to address and cure any defects, requests or concerns of the City. Final acceptance shall be determined by the City in its sole and absolute discretion. The City shall notify the Artist in writing of its final acceptance of the Artwork. In no event shall the final acceptance occur more than thirty (30) days from the date of installation. 7.2 Title and Final Acceptance - Title of ownership for the original Art, and prints and/or limited edition prints, puzzles and Wall Puzzle shall pass to the City upon final acceptance and delivery from Artist. Dowdle Studios Artist Contract Page 6 of 24 ARTICLE 8 INTEGRITY OF THE WORK 8.1 Routine Maintenance — The Artist shall provide to the City written instructions for appropriate routine maintenance and preservation of the Artwork, including moving and installation of the Artwork. 8.2 Repairs - The City undertakes to exercise reasonable care to protect, repair, and maintain the work. Artist agrees to cooperate with and advise the City without charging 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 the Artist 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 the Artist's authorized representative unless required by an emergency. 8.3 Relocation of the Work — To the extent that the Artwork is capable of being relocated, the City shall have the right to do so. 8.4 Credit — The City agrees, at its own expense, to prepare and install at or near the Artwork 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 RISK OF LOSS/INSURANCE COVERAGE 9.1 Risk of Loss — The risk of loss or damage to the Artwork shall be borne by the Artist until final acceptance, and the Artist shall take such measures as are reasonable to protect the Artwork and the materials relating hereto from loss or damage until final acceptance. 9.2 Insurance — The Artist, consistent with the Artist's 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 Dowdle Studios Artist Contract Page 7 of 24 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. 9.3 Insurance Requirements - The Artist shall: Name the City, its officers, agents, representatives, and employees as additional insured's as to all applicable coverage with the exception of workers' compensation insurance; ii. Provide for at least thirty (30) days prior written notice to the City for cancellation, non -renewal, or material change of the insurance; and iii. 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. 9.4 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. 9.5 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 the Artist's 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 two (2) 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. Dowdle Studios Artist Contract Page 8 of 24 The Artist agrees that the Artist is aware of the prohibited interest requirement of the City Charter, which is repeated on the Affidavit attached hereto as Exhibit "D" and incorporated herein by reference for all purposes, and will abide by the same. Further, a lawful representative of Artist shall execute the Affidavit. Artist understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. The Artist agrees that the Artist 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 "E" 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. Artist shall be given a reasonable time within which to cure said default after receiving said notice in writing. 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) days 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 Artwork 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 Artwork cannot be completed within the 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 Artwork. In the event of any termination, Artist shall deliver to City all work, entirely or partially completed that Artist has been compensated for. The Artist shall receive full payment for services satisfactorily performed (as outlined in Exhibit "B"), and as solely determined by the City. The City shall make this final payment within thirty (30) days of notifying the Artist. 11.3 Remedies Cumulative - 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 Dowdle Studios Artist Contract Page 9 of 24 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. The cost of the mediation shall be divided equally between the Artist and the City. 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 or this Agreement, including attorneys' fees and court costs. The provisions of this Article shall survive the termination or expiration of this Agreement. 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: Project Manager: Vicky Schiber City of Southlake 285 Shady Oaks Dr. Southlake, Texas 76092 City agrees that all notices or communications to Artist permitted or required under this Agreement shall be delivered to Artist at the following address: Eric Dowdle Dowdle Puzzles LLC 1280 West 200 South Dowdle Studios Artist Contract Page 10 of 24 Lindon, UT 84042 385-336-5708 Attn: Heidi Thorn heidi@dowdlestudios.com 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 written notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 15 MISCELLANEOUS 15.1 Complete Agreement - This Agreement, including the exhibits hereto labeled "A" through "E", 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. 15.2 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. 15.3 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. 15.4 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 Dowdle Studios Artist Contract Page 11 of 24 invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 15.5 Venue - This entire Agreement is performable in Tarrant County, Texas and the venue for any action related directly or indirectly, to this Agreement or in any manner connected therewith shall be Tarrant County, Texas, and this Agreement shall be construed under the laws of the State of Texas. 15.6 Execution/Consideration - This Agreement is executed by the parties hereto without coercion or duress for a substantial consideration, the receipt and sufficiency of which is forever confessed. 15.7 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. 15.8 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. 15.9 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. 15.10 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. 15.11 Sovereign Immunity — The parties agree that the City has not waived its sovereign immunity or any other legal defense by entering into and performing its obligations under this Agreement. 15.12 Representations — Each signatory represents that 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. 15.13 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 Dowdle Studios Artist Contract Page 12 of 24 or principle that the language herein is to be construed against any party shall not apply. 15.14 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 15.15 Relationship of Parties — The provisions of this Agreement shall not be construed to create a partnership or joint venture between the parties. Artist is performing Artists' services as an independent contractor and the doctrine of respondeat superior shall not apply between the City and the Artist. Artist shall be responsible for the compensation, wages, and applicable taxes for Artist and any of Artist's employees or agents while performing any work or services related to the Project. Dowdle Studios Artist Contract Page 13 of 24 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 ARTIST The City of Southlake, Texas Eric Dowdle Alison Ortowski Title: Citv Manaaer Approved as to Form: By: Taylor, Olson, Adkins, Sralla, and Elam L.L.P City Attorneys STATE OF TEXAS: COUNTY OF TARRANT: Dowdle Puzzles LLC, Eric Dowdle BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED ALISON ORTOWSKI, 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 1)2025. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS Dowdle Studios Artist Contract Page 14 of 24 STATE OF COUNTY OF BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF UTAH, ON THIS DAY PERSONALLY APPEARED ERIC DOWDLE 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 ., 2025. NOTARY PUBLIC IN AND FOR THE STATE OF UTAH Dowdle Studios Artist Contract Page 15 of 24 EXHIBIT "A" SCOPE OF SERVICES AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND ERIC DOWDLE AND/ OR DOWDLE STUDIOS (ARTIST) CREATION OF AN ORIGINAL WORK OF ART (ARTWORK) AND DERIVATIVE PRODUCTS AND SERVICES, INCLUDING SPECIAL EDITION PUZZLES, CERTIFICATES OF AUTHENTICITY, LEGACY WALL PUZZLE, AND ARTIST PARTICIPATION IN THE UNVEILING EVENT. Artwork The services are to be provided by Eric Dowdle, artist, in the creation of an original work of art and Legacy Wall Puzzle per the design approved by the Southlake City Council (November 18, 2025), Eric Dowdle will furnish all design, labor, and material in the fabrication of the artwork as described in the following areas and amounts: I. Design, fabricate, manufacture , ship, the original work of art and special edition puzzles, and the Legacy Wall Puzzle: A. Provide the material for the artwork, puzzles, and Legacy Wall Puzzle in its entirety. B. Eric Dowdle will create the above -described artwork in accordance with the approved concept. C. Provide appropriate packing and ship the artwork, puzzles, and Legacy Wall Puzzle to the site. D. Provide instructions and Consult with the city on the installation of the Legacy Wall Puzzle. The Artist shall create and oversee the creation of the Artwork in substantial conformity with the approved conceptual 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. All Artwork installation and site preparation shall be performed during normal business hours. Installation These services are to be provided by the City of Southlake in the installation of the Wall Puzzle sculpture: A. The City shall be responsible for installing the base for the Legacy Wall Dowdle Studios Artist Contract Page 16 of 24 B. City of Southlake is responsible for providing any landscape and lighting. C. The City will be responsible for the installation at its location, including the crane and related equipment; labor, barricades, and traffic control. Upon completion of the permanent installation of the Artwork, the City project manager will inspect the work and give notice of acceptance, as provided in this Agreement. Clarifications • Delays due to others and beyond the implementation date shall constitute additional schedule extensions and appropriate general condition costs. • All artwork installation shall be performed during normal working hours. Exclusions: • Any and all dust, waste, and sanitary requirements. • Any and all landscaping and/or landscaping repairs. • Any and all licenses, fees, and permits. • Any and all bonds. • Any and all testing and inspection costs. • Any and all damage to underground services not marked. Dowdle Studios Artist Contract Page 17 of 24 EXHIBIT "B" COMPLETION SCHEDULE/ARTWORK BILLING AND BUDGET AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND ERIC DOWDLE (ARTIST) CREATION OF ORIGINAL ART AND PRODUCTS FOR THE CITY OF SOUTHLAKE Task Timeline City Artist Agreement signed Month 1 Contract signed Begins work on by both Parties (January 2026) Check #1 in the artwork (effective date) amount of $62,500 due (50%) paid upon approval and execution of the agreement. Suggested Month 2 Begins City Features List given (February 2026) Turns in Dowdle research to Artist Studios' "Addendum A: Suggested Features List" Dowdle Studios' Month 2-3 Provides Artist with Researches the visit to Southlake (February 2026 — contact information city and meets with March 2026) of who to meet residents with/coordinates meetings with stakeholders Pencil Sketch Draft Month 4-6 Reviews Submits Sketch Review and (April- June, 2026) conceptual sketch Discussion Check #2 in the amount of$50,000 40% Final approval of 15 days from Provides approval Begins painting, the conceptual sketch submission of conceptual Fabrication and sketch sketch manufacturing Artwork and Months 6-8 Prepares the Fabricates Art Legacy Wall (June— August Installation site Puzzle Fabrication 2026 Artwork and Month 8- 12 Final Installment Delivers art, and Products delivered (August- Payment participates in to City December 2026) Check #3 Unveiling Event $125,000 (10%) Dowdle Studios Artist Contract Page 18 of 24 EXHIBIT "C" MAP OF INSTALLATION SITE ti Am--& gaw 44 Dowdle Studios Artist Contract Page 19 of 24 EXHIBIT "D" 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 Signature of Official/Title 2025. Dowdle Studios Artist Contract Page 20 of 24 BEFORE ME, the undersigned authority, this day personally appeared and on oath 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 12025. Notary Public in and for The State of My commission expires: Dowdle Studios Artist Contract Page 21 of 24 EXHIBIT "E" 1NFORMATIONREGAROING VENDOR CONFLICT OFINTEREST QUESTIONNAIRE WHO: A person must Pile a conflict of interest questionnaire with the City if the person hat a employment or business relationship with an officer of the City that results in iaxuble incamc exceeding $2,500 during the preceding twelve month period, or an officer or a membcr of the officer's family has accepted gifts with an aggregate vaiue of more than $250 during; the previous twelve month period and the person engages in any of the following actions: 1. contracts or seeks to contract for the sale nr purchase of property, goods, or services with the City, including any ol` 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 afproperty, c. tax abatement and economic development agreements; submits a bid to sell goods or services, or responds to a request for proposal for services; enters into negotia#ions 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 CFry: 1. Mayor and City Council Members; 2. City Manager; 3, hoard and Commission members appointed by the Mayor or City Council members; 4. Direetors of 4A and 4B development corporations; 5. the cxccutive directors or managers of 4A and 4B development corporations; and 6. l?hectors of 1:he City of Southlake who have authority to sign contracts on behalf of the City. FXCLUSiONS: A questionnaire statement need not be -filed if the money paid to a local government offic:cr 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 b7misaction at a price and subject Vd:15ouUJsskeiM iscclEunenuStC.l�apfcr i75.rlttarhm€n[C3Q.092608.di F'w 1 a1f3 Dowdle Studios Artist Contract Page 22 of 24 to terms available to the public; a pa}ment for food, lodging, transportation or cntertaininent; or a transaction subject to rate or fee regulation by a governmental entity or agency. WHAT. A person or bu.giness that contracts w-iih the City or who seeks to contract Mth the City must file a "Conflict of interest questionnaire" (FORM CIQ) which is available online at www.etltics-state.tac.us and a copy of which is attached to this Guideline. The fonli contains mandatory disclosures regarding "employment or business relationships" with a municipal officer. Officials may be asked to clari fy or interpret various portions of the questionnaire. WHEN: The person or business must file: 1. the questionnaire no later lharn seven days after the date the person or business begins contract discussions or negotiations with the municipality, or submits anapplication, responds to a requcst For proposals or bids, correspondence, or other writing related to a potential contract or agreement with the City: and 2. an updalcd questionnaire within seven days after the date of an event that vwould make a filed questionnaire incomplete or inaccurate. It does not matter if the submittal of a bid or proposal results in a contract. the statute requires a vendor to file a FORM CIQ at the time a proposal is submitted or negotiations conime ace. WHERE: The vendor or potential vendor must mail or deliver a completed questionnaire to the Finance Department. The TYmance Departmew is required by law to post the statements en the city's internee website. ENFORCEMENT: Fai lure to file a questionnaire is a class a misdemeanor punishable by a fine not to cxeeed $500. It is an exception to prosecution that the person files a FORM CIQ not later than seven business days after the person received notice of a violation. NOTE: 'flee City does not have a duty to ensure that a person files a conflict of interest questionnaire. R`:5Sl7uLh u:CiSM1tLA�C'D 3t]BOuS�C_'I]llPtxx 176.AtLarhnlcoTCat1.()}260$-doe Pa.GZ Of3 Dowdle Studios Artist Contract Page 23 of 24 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor or other person doing business with local governmental entity Page 2 Nameof local government officer with whom filer has affilitation or business relationship. (Complete this section only if the answer to A, B, or C is YES.) This section, item 5 including subparts A, B, G & D, must be completed for each officer with wham the filer has affiliation or business relationship. Attach additional pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? F]Yes E-] No B. Is the filer ofthe questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? Yes El No 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 10 percent or more? Yes F--] N o D. Describe each affiliation or business relationship. Describe any other affiliation or business relationship that might cause a conflict of interest. Signature of person doing business with the governmental entity Date nm..ded 011130200a Dowdle Studios Artist Contract Page 24 of 24