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CM-2026-042 - 1/30/2026 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 Chris Carlson (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 desires to commission the creation of two(2)murals from the Artist, each measuring 9 feet tall by 40 feet long on the interior walls of the tunnel at Old Settlers (collectively the "Art") and the Artist desires to create said murals; 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 three (3) 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 as specifically provided in this Agreement. This Agreement does not create a partnership, employer-employee, or joint venture relationship between the parties. CM- 202(0 OH?, 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 two (2) murals 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 consist of creation of the Art as described in Exhibit "A," attached hereto and incorporated herein by reference for all purposes. 3.3 Artist's Warranties. The Artist warrants and represents the following: (A) Ownership. The Artist is the sole owner creator of the two (2)murals and has full power and authority to make this Agreement. The designs of the two(2)murals do not infringe any copyright, violate any property rights, or contain any scandalous, libelous, or unlawful matter. (B) Title. Immediately upon completion of the two (2)murals and receipt of payment in full by the Artist,the City shall acquire good title to the murals and they 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 two (2) murals 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. 3.4 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 two(2) murals or any infringement or violation by the murals 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 2 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$36,500.00 for the creation of the two(2)murals. Fifty percent ($18,250.00) shall be due upon execution of this Agreement and remaining fifty percent($18,250.00) shall be due upon successful completion of both murals. 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 two (2) murals 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 murals, 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 murals depicted. 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 3 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 murals. 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 two (2) murals 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 murals. Such refusal shall be made in writing and signed by the City. If the City refuses the murals, the Artist shall retain 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. 6.4 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. 4 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; or (C) Immediately upon delivery via electronic mail. (D) The parties' addresses are as follows: City of Round Rock: City Manager City of Round Rock 221 East Main Round Rock, Texas 78664 Artist: Chris Carlson carlsocd@,gmail.com (E) 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, 5 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 majeure. 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. [Signatures on the following page.] 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: �/l 77— By: CA/1/6.6 60(7111-.471 Brooks Bennett, City Manager Chris Carlson, Artist Date: I I ?j0/ZC�Z(o Date: 2/2/2026 ATTEST: By: f dij/)tlk Ann Franklin, City Clerk FOR CITY,APPROVED AS TO FORM: Stephanie L. Sandre, City Attorney 7 Exhibit"A" DESCRIPTION OF ART Two (2) murals, each measuring approximately 9 feet tall by 40 feet tall on the interior walls of the tunnel of Old Settlers Park in Round Rock, Texas. One mural shall measure approximately 10 feet wide by 10 feet long on the ceiling of the tunnel. The murals will be created using permanent acrylic paint and sealed with "Vandal Guard" anti-graffiti coating. The murals will be painted between March 1st and March 16th, 2026. 8