CM-2022-087 - 4/8/2022AGREEMENT FOR THE COMMISSIONING OF ARTWORK
This Agreement for Commissioning of Artwork ("Agreement") is made by and between
the City of Round Rock (hereinafter referred to as the "City") and Travis Seeger (hereinafter
referred to as the "Artist") to be effective as of the last date of due execution by all parties (the
"Effective Date"). The City and the Artist may each be referred to as "party" or "parties" as the
context may require.
RECITALS
WHEREAS, the City desire to purchase a piece of art from the Artist for Yonders Point as part
of the Military Honor Plaza in Round Rock, Texas (the "Location"); and
WHEREAS, the piece of art will an "eternal flame" piece to be installed as a central focal point
in Military Honor Plaza (the "Art"), as set forth in Exhibit "A," attached hereto and incorporated
herein by reference; and
WHEREAS, the City desires to commission the creation of the Art from the Artist and the Artist
desires to create said Art; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective
duties and obligations hereunder;
NOW THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is
mutually agreed by and between the parties as follows:
ARTICLE I
TERM
1.1 The term of this Agreement shall be from the Effective Date until the full and satisfactory
completion of the work as specified in Article III and in accordance with the terms of this
Agreement.
48564063-0040/ss2
&I,,, 2,P 2 -��
ARTICLE II
RETENTION OF ARTIST
2.1 Retention. The City does hereby retain the Artist to perform the work and services
described herein.
2.2 Independent Contractor. The Artist is an independent contractor and will furnish all
supervision, labor, materials, supplies, equipment, costs and all other incidentals, except
as specifically provided in this Agreement. This Agreement does not create a
partnership, employer -employee, or joint venture relationship between the parties.
2.3 Non assizn ability. The Artist may not assign any rights, benefits, or claims arising under
the Agreement without the prior written consent of the City.
ARTICLE III
ARTIST'S OBLIGATIONS
3.1 General. The Artist will create the Art within the term of this Agreement in a competent
and professional manner. The Artist will pay all costs associated with the creation of the
Art, including but not limited to labor, materials, travel expenses and other incidentals.
3.2 The Art. The work performed under this Agreement shall be as set forth herein and as
described in Exhibit "A."
3.3 Time Schedule. The Artist shall produce the Art by May 30, 2022.
3.5 Risk of Loss. The Artist has the sole responsibility, and bears all risk, for damage or loss
of the Art during fabrication. The Artist shall take such measures as are reasonably
necessary to protect the Art from loss or damage during the creation, storage,
transportation, and delivery of the Art.
3.6 Artist's Warranties. The Artist warrants and represents the following:
(A) Ownership. The Artist is the sole owner of the Art and has full power and
authority to make this Agreement. The Art does not infringe any copyright,
violate any property rights, or contain any scandalous, libelous, or unlawful
matter.
(B) Title. Immediately upon installation of the Art and receipt of payment in full by
the Artist, the City shall acquire good title to the Art and the Art shall be free from
ra
any and all claims, liens, and charges by any person or entity, including but not
limited to, any employee, supplier, or subcontractor of the Artist.
(C) Defects. The Art shall be constructed in a workmanlike manner and shall be free
from any and all defective materials or workmanship. Upon request from the
City, the Artist shall remedy, or pay to remedy, any loss or damage resulting from
defective materials or workmanship.
3.7 Indemnification. The Artist shall defend, indemnify, and hold harmless the City and
their licensees, agents, and employees against all claims, suits, costs, damages, and
expenses that the City or its licensees, agents and employees may sustain by reason of
any scandalous, libelous, or unlawful matter contained or alleged to be contained in the
Art or any infringement or violation by the Art of any copyright or property right. If any
such claim shall arise during the term of this Agreement, the City may withhold any sums
due to the Artist under this Agreement until such claim or suit has been settled or
withdrawn. The Artist further agrees to defend, indemnify, and hold harmless the City
and its licensees, agents and employees against all claims, suits, costs, damages, and
expenses that the City or its licensees, agents or employees may sustain by reason of any
negligent action of the Artist.
ARTICLE IV
PAYMENT OBLIGATIONS
4.1 Payments. The City shall pay the Artist a total amount of Twenty -Five Thousand and
No1100 Dollars to be paid as follows:
1) Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) shall be paid to
the Artist upon execution of this Agreement; and
2) Twelve Thousand Five Hundred and No1100 Dollars ($12,500.00) shall be paid to
the Artist upon successful completion and installation of the Art at the Location.
ARTICLE V
COPYRIGHT AND REPRODUCTION RIGHTS
5.1 Conyriahts. The Artist reserves the common-law copyright to all works commissioned
by the City that are created by the Artist, including all reproduction rights and the right to
claim statutory copyright. No work may be reproduced by anyone without the prior
approval of the Artist, with the exception of graphic reproductions as set forth in Section
5.2. The City is not responsible for any third -party infringement of the Artist's copyright
i3
and is not responsible for protecting the intellectual property rights of the Artist. The
Artist expressly acknowledges and agrees that the Art may be photographed by the public
and media.
5.2 Graphic Reproductions. The Artist grants the City and its assigns an irrevocable
license to make and use graphic reproductions of the Art, including Artist -provided two-
dimensional graphic reproductions, for any and all purposes, including but not limited to
brochures, media publicity, fundraising media and all other graphic media, digital or
otherwise. The rights granted under this paragraph are royalty -free, unrestricted and
permanent. All reproductions by the City will contain a credit line that includes the
Artist's name and the title of the Art depicted.
ARTICLE VI
TERMINATION
61 Termination for Cause. If the City determines that the Artist has failed to comply with
the terms of this Agreement, the City may suspend or terminate this Agreement. Prior to
suspension or termination, the City shall notify the Artist of the need to take corrective
action. If the corrective action is not taken within thirty (30) days of the date of the
notice, the City may terminate or suspend the Agreement. The City reserves the right to
withhold further payments and prohibit the Artist from incurring additional obligations of
funds during the investigation of the alleged compliance breach and pending corrective
action by the Artist or a decision by the City to terminate the Agreement. If the
Agreement is terminated under this paragraph, the Artist shall provide an accounting of
all expenses incurred by the Artist under this Agreement prior to the date of termination.
Within ten (10) days of approval of the accounting by the City, the Artist shall remit to
the City all funds paid to the Artist under this Agreement in excess of the expenses
incurred. The rights and remedies provided in this paragraph are not exclusive and are in
addition to any other rights and remedies provided by law or under this Agreement.
6.2 Termination for Convenience. The City of Round Rock may, by fifteen (15) days
written notice, terminate this Agreement, in whole or in part, with or without cause. If
funds pledged to the City for the creation of the Art, whether public or private, are
withdrawn, reduced, or limited in any way after the Effective Date of this Agreement and
prior to completion of the Art, the City may terminate the Agreement without the fifteen
(15) day notice requirement, subject to re -negotiation at the City's discretion under any
new funding limitations and conditions.
6.3 Death or Incapacity. If the Artist becomes unable to comply with the terms of this
Agreement due to death or incapacitation, such death or incapacity shall not be deemed a
4
breach of this Agreement. However, nothing in this Section obligates the City to accept
the Art. If the Artist dies or becomes incapacitated during the term of this Agreement,
the Agreement shall continue or terminate as follows:
(A) In the event of incapacity, the City may assign the Artist's obligations and
services under this Agreement to another artist in its sole discretion.
Alternatively, the City may elect to terminate this Agreement. A termination
under this paragraph shall be treated as a termination for convenience under
paragraph 6.2.
(B) In the event of the death of the Artist, this Agreement shall terminate effective as
the date of death. The executor, administrator, or heirs of the Artist's estate shall
all the Work completed by the Artist under this Agreement in whatever form it
may be in at the time of death. The City shall not be obligated to make any
additional payments under this Agreement following the death of the Artist. The
City may not represent the Art, or other work, to be the completed work of the
Artist unless agreed upon by the Artist's executor, administrator or heirs.
6.4 Riaht of Refusal. The City has the right to refuse the Art. Such refusal shall be made in
writing and signed by the City. If the City refuse the Art, the Artist shall retain the Art
and all funds paid prior to the refusal. After the date of the refusal under this paragraph,
the City shall not be obligated to pay any additional funds to the Artist.
6.5 Termination by Artist. The Artist may terminate this Agreement only due to breach of
this Agreement by the City. Before the Artist may terminate this Agreement under this
paragraph, the Artist must provide written notice of alleged breach by City and request
adequate assurance of the City's intent to remedy the alleged breach. The City shall have
thirty (30) days to remedy the breach or to provide assurance acceptable to the Artist that
the alleged breach will be remedied. If the City fails to remedy the alleged breach, or to
provide assurance acceptable to the Artist that the breach will be remedied, the Artist
may terminate this Agreement under this Section.
ARTICLE VII
GENERAL
7.1 Notices. All notices and other communications in connection with this Agreement must
be in writing and shall be considered given as follows:
5
(A) When delivered personally to recipient's address as stated in this Agreement; or
(B) Three (3) days after being deposited in the United States mail, postage prepaid, to
the recipient's address stated in this Agreement.
(C) The parties' addresses are as follows:
City of Round Rock:
City Manager
City of Round Rock
221 East Main
Round Rock, Texas 78664
Artist:
Travis Seeger
706 East 2nd Street
Elgin, Texas 78621
(D) Nothing contained herein restricts the transmission of routine communications
between the parties.
7.2 Applicable Law; Enforcement and Venue. This Agreement is performable and
enforceable in the City of Round Rock, Williamson County, Texas. If legal action is
necessary by any party with respect to the enforcement of any or all of the terms of
conditions of this Agreement, exclusive venue for same lies in the courts of Williamson
County, Texas. This Agreement is governed by and construed in accordance with the
laws and court decisions of the State of Texas. The parties expressly agree that no claims
or disputes between the parties arising out of or relating to this Agreement shall be
submitted to or decided by any arbitration proceeding, including without limitation, any
proceeding under the Federal Arbitration Act (9 USC Section 1-14).
7.3 Entire Agreement. This Agreement constitutes the entire agreement between the
parties. No representation, warranty, covenant, agreement, or condition not expressed in
this Agreement will be binding upon the parties hereto or will affect or be effective to
interpret, change or restriction the provisions of this Agreement. This Agreement may
only be amended or supplemented by a written agreement executed by all parties.
7.4 Counterparts. This Agreement may be executed in as many counterparts as may be
convenient or required. It is not necessary that the signature of all persons required to
6
bind any party appear on each counterpart. All counterparts will collectively constitute a
single instrument.
7.5 Force maieure. None of the parties shall be deemed in violation of this Agreement if a
party is prevented from performing any of its obligations hereunder by reasons of force
maieure. For purposes of this Agreement, "force majeure" means an act of terror
committed within the United States of America that materially impairs business
operations; a prolonged and unforeseen strike, riot, or occurrence of civil disobedience
that materially impairs business operations; a prolonged and unforeseen shortage of fuel,
labor, or material; delay related to or caused by a severe weather event, such as a tornado,
a hurricane, or flooding; interruption of utilities; fire or other casualty; or any other act of
God beyond a party's reasonable control, which could not be avoided by the exercise of
due care.
7.6 Time is of the Essence. The parties agree that time is of the essence of this Agreement
and that any failure by a party to fulfill its obligations within the timeframes in this
Agreement will constitute a material breach of this Agreement.
7.7 Severability. The provisions of this Agreement are severable. If any term or provision
is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of the Agreement.
[Signatures on the following page.]
7
IN WITNESS WHEREOF, the City and the Artist have executed this Agreement on the dates
indicated below.
CITY OF ROUND ROCK, TEXAS ARTIST
LaurjHley, City Manager Travis Seeger, Artist
Date: �� Date: Z4 �-
ATTEST:
JUA
By:
Meagan Sp s, City Clerk
FOR CITY, APPROVED AS TO FORM:
By:
Stephan L. , beets, City Attorney
Exhibit "A"
Flare
Travis Seeger
travisseegerart.com
tavis@travisseeaerart.com
512 535-8009
Exhibit "A"
Proposal
I propose to build an "eternal flame" sculpture for the Memorial plaza at Yonders Point.
The sculpture will be 12' tall and made from 1 /8" thick mild steel finished with a rust patina.
The base plate for the sculpture will be a 1 /2" thick 36" diameter steel plate mounted to a
36" diameter 48" deep concrete pier. The sculpture will incorporate a color changing led
landscaping light that illuminates the interior of the sculpture with a flame like orange/red
glow. The Ight colors can be changed and intensified for special occasions or ceremonies.
The sculpture will have a light for each flame and can be set to slightly different colors to
add to the flame effect. The lights could also be set to red, white and blue for 4th ofjuly
celebrations.
Narrative
The eternal flame represents the undying memory of those lost in service to our country
and our enduring gratitude to all that serve today. Steel flames twist and arch upwards, the
rusted metal a remembrance of the past. The rigidity and permanence of steel formed to
an elegant arcing flame, a symbol of the strength and grace of those who choose to serve.
Scope & Budget
• The full budget for the Eternal flame sculpture will be $25,000. This includes
fabrication, delivery, installation and lighting.
• 1 will fabricate all three flames and mount to a steel disc for installation on a
concrete pier.
• I'll deliver and install the sculpture via a small truck crane or telehandler which I will
provide at my expense.
• I can meet the timeline of May 30th for completion of the sculpture and installation.
• The sculpture will arrive with a full rust patina.
• The sculpture will have lighting (three lights) installed and ready to connect to a low
voltage transformer for power. I will prov de the lights for the sculpture and an
appropriate transformer to power them.
• I will need the city to provide a concrete pier poured in the plaza for the sculpture to
mount to. (36" diameter and .48" deep with rebar rings and anchor bolts embedded.
-sketch attached.) I will provide drawings with bolt patternslelectrical stub patterns for
the contractor.
Exhibit "A"
Overview
Specs
Exhibit "A"
View I
. . . . . . . ....... . . . . .
View 2
View 3
Exhibit "A"
Pier specs
Lighting detail