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CM-2025-190 - 8/1/2025 AGREEMENT 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 artwork from Artist (the "Tree of Light"); and WHEREAS, the City desires to commission the creation of the Tree of Light from the Artist and the Artist desires to create said Tree of Light for purchase and display by the City; 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, estimated to be no longer than six (6) months,and in accordance with the terms of this Agreement. 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 M- �c-� - tctO as specifically provided in this Agreement. This Agreement does not create a partnership, employer-employee, or joint venture relationship between the parties. 2.3 Nonassignability. 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 Tree of Light within the term of this Agreement in a competent and professional manner. The Artist will pay all costs associated with the creation of the Tree of Light, including but not limited to labor, materials, travel expenses and other incidentals. 3.2 The Art. The work performed under this Agreement shall consist of creation of the Tree of Light as described in Exhibit "A," attached hereto and incorporated herein by reference for all purposes. 3.3 Risk of Loss. The Artist has the sole responsibility, and bears all risk, for damage or loss of the Tree of Light during fabrication. The Artist shall take such measures as are reasonably necessary to protect the Tree of Light from loss or damage during its creation, storage,transportation, and delivery. 3.4 Artist's Warranties. The Artist warrants and represents the following: (A) Ownership. The Artist is the sole owner of the Tree of Light and has full power and authority to make this Agreement. The Tree of Light does not infringe any copyright, violate any property rights, or contain any scandalous, libelous, or unlawful matter. (B) Title. Immediately upon installation of the Tree of Light and receipt of payment in full by the Artist, the City shall acquire good title to the Tree of Light and it shall be free from 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 Tree of Light 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. 2 3.5 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 Tree of Light or any infringement or violation by the Tree of Light 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 agrees to pay Artist$80,000.00 for the design, fabrication, delivery and installation of the Tree of Light. ARTICLE V COPYRIGHT AND REPRODUCTION RIGHTS 5.1 Copyrights. 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 and is not responsible for protecting the intellectual property rights of the Artist. The Artist expressly acknowledges and agrees that the Tree of Light 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 Tree of Light, 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 Tree of Light depicted. 3 ARTICLE VI TERMINATION 6.1 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 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 breach of this Agreement. However, nothing in this Section obligates the City to accept the Tree of Light. 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. (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 Tree of Light, or other work, to be the completed work of the Artist unless agreed upon by the Artist's executor, administrator or heirs. 6.3 Right of Refusal. The City has the right to refuse the Tree of Light. Such refusal shall be made in writing and signed by the City. If the City refuse the Tree of Light, the Artist shall retain the Tree of Light and all funds paid prior to the refusal. After the date of the 4 refusal under this paragraph,the City shall not be obligated to pay any additional funds to the Artist. 6.4 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: (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 702 E 2nd Street Elgin, Texas 78621 travis@travisseegerart.com (D) Nothing contained herein restricts the transmission of routine communications between the parties. 5 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 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 majeure. 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. 6 IN WITNESS WHEREOF,the City and the Artist have executed this Agreement on the dates indicated below. CITY OF ROUND ROCK,TEXAS ARTIST By: By: Brooks Bennett, City Mana r Travis Seeger, Artist Date: 0I I l7-O2-5' Date: July 3rd 2025 ATTESTCA„..0,0..xi_. By: Ann Franklin, City Clerk FOR CITY,APPROVED AS TO FORM: By: tephanie . Sandre, City Attorney 7 Exhibit"A" Depiction of Tree of Light 8 I1,EE ,il: LL ,i i i �1 I fli ill11 i i� ., i / • ' III ' , i . ' iil‘ i t l .,., __- l � —�" Travis Seeger Travis Seeger 706E 2nd Street Foster Talge Elgin TX 78621 512 535-8009 travis@travisseegerart.com City of Round Rock Parks and Recreation Tree Of Light Proposal I propose to build a tree sculpture for the city of Round Rock Parks and Recreation entitled"Tree of Light". The tree will be the latest design in the tree series designed and fabricated by myself and fellow sculptor Foster Talge. The sculpture will be 10' 6" tall and an average of 14" in diameter. The base of the tree will be made from 7 separate trunks that each support a small section of the tree. The canopy, crafted from stainless steel ball chain, is fully kinetic and sways gently in response to the wind. The chain canopy also responds brilliantly to lighting and appears as if lit from within when illuminated. The trunk sections and major branches are made from tapered and formed schedule 40 steel pipe with a rust patina finish. The upper branches, leaf assemblies and ball chain are all formed from stainless steel. This combination of materials and design results in a kinetic sculpture that has virtually no maintenance schedule in regard to preservation of the finish or upkeep of the moving parts. Narrative The Tree of Light stands as a beacon. A place of reflection or perhaps a passage, a threshold in one's journey. As travelers pass beneath its shimmering canopy, they feel a renewed sense of hope, the light guiding them forward into the unknown. The Tree of Light serves as a reminder that even in transition, there is beauty and a path to follow. Everything is in movement, life is transition, light shows the way. Scope - We will fabricate the tree within a reasonable/agreed upon time frame. - We will deliver the tree at no cost. - Installation is provided at no cost and will be completed by the artists. (We do require a telehandler or small crane for installation). - The tree will be installed with a full rust patina on the trunk/branches. - We will leave the engineering (where required) and installation of the concrete pier to the city of Round Rock parks and Recreation as well as any planter or landscaping that may accompany the sculpture. - We will provide an all thread rod fixture to be embedded in the concrete pier for installation of the sculpture. Timeline Fabrication and installation of the sculpture will take approximately 4-6 months. Fabrication begins following receipt of a 50% deposit. Pricing Fabrication, delivery and installation of the"Tree of Light" $80,000 April 25, 2025 City of Round Rock Parks and Recreation I 1:111 Travis Seeger 112 11 i ' • tii ,;1: I 'I 1.1 I **•.:"1::::•,‘..:*.I''..,:::4.i.:11,;('''''''.:' '------- ''':.1------------: ------- t 4"• J = ..,- I , .4.• ,.O. It. 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DESIGN/FABRICATION ,,,, ,,,i , f•-,r,• vs. -,, ,:',V. - ' 'fr -' ' ' i /ME& -Studio photos of a similar ‘.... -,,e, _ tree in progress. _ ..`• 't, i - riffmnis 't13, \ t - _ ) , , -... r , , , -The trunk style and fabrication k- - ZilWillei will be based on this design .._ , 1 , k- 1 -"."— "- , —.1 Mi..-Amea jigaiiz -4..11 - • —1 , !..--4-- _ • I '',I - ..givist,"..,_ I 11 ' ."-- ,i' .4> I--_ 11 -` - - ,... 21 to April 25, 2025 City of Round Rock Parks and Recreation I Tree Of Light Ella 19"on center j A \iAl tree trunks En 24x24x3/8"baseplate baseplate 24"x3/4"galvanized all thread li at thread cage assembly l r concrete pier c concrete pier 30 PIER OVERVIEW � ' _ baseplate 24x24x18 -Embedded all thread fixture supplied by artist -all thread -Concrete pier poured/provided �.� by city of Round Rock -Pier size shown is a recommendation only embedded all thread template 1 1/4'steel plate ra in IA A rD IC A April 25, 2025 City of Round Rock Parks and Recreation I Tree Of Light 1:113 Travis Seeger El '• .'' ,:_,..,-. - ., - ., • --.. - \ ,• - _ \ • ' ';,..ri-Itt:';:r4i t4.1.. ? ,, .' . - ...e.4 ..f. , ." ,{:,- - if t•illib, • •. .c _ - .. .• . - - --.'r'''' ' '..•;:l.'' ; , ,..-4 1..,.- ....r,----..-- -- 7.- ..., ;--.- , '-I- \ We.74-..-'-'0* .Ase•Pli'A _ - = ... .- ..... -":_-_--- .:-.11 . -..4r _ _ . . 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