HomeMy WebLinkAbout26-1500ORDINANCE NO. 26-1500
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT
WITH DENTON MAKER CENTER, FOR THE FABRICATION AND INSTALLATION OF
PUBLIC ARTWORK FOR FIRE STATION NO. 5, LOCATED AT 2230 WEST WINDSOR
DRIVE, DENTON, TX 76207, AS PART OF THE CITY'S 2023 BOND PROGRAM FOR THE
PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (CFA 8773 — AWARDED TO
DENTON MAKER CENTER, IN THE NOT -TO -EXCEED AMOUNT OF $187,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
fabrication and installation of public artwork for Fire Station No. 5, located at 2230 West Windsor
Drive, Denton, TX 76207, as part of the City's 2023 Bond Program for the Parks and Recreation
Department; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the call for artists; and
WHEREAS, this procurement was undertaken as part of the City's governmental
function; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered call for artists for materials, equipment,
supplies, or services shown in the "Call for Artist" on file in the office of the Purchasing Agent, are
hereby accepted and approved as being the most advantageous to the City considering the relative
importance of price and the other evaluation factors included in the call for artists.
FILE
NUMBER CONTRACTOR AMOUNT
8773 Denton Maker Center $187,000.00
SECTION 2. That by the acceptance and approval of the above numbered items of the
submitted proposals, the City accepts the offer of the persons submitting the proposals for such items
and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. That should the City and person submitting approved and accepted items wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities, and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by George Ferrie and
seconded by Suzi Ru moh r . The ordinance was passed and approved by the
following vote F - _U:
Aye Nay Abstain Absent
Mayor Chris Watts:
Jordan Villarreal, District 1:
Nick Stevens, District 2:
Suzi Rumohr, District 3:
Joe Holland, District 4:
George Ferrie, At Large Place 5:
Jill Jester, At Large Place 6: _y
PASSED AND APPROVED this the 22nd day of September , 2026.
r* 1L)ol,
CHRIS WATTS, MAYOR
ATTEST:
KRISTI GILBERT, CITY SECRETARY
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APPROVED AS TO LEGAL FORM: "' •'
MACK REINWAND, CITY ATTORNEY %yo•.. • •..
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BY:
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I CITY
OF
DENTON
Docusign City Council Transmittal Coversheet
FILE
8773
File Name
Fire station #5 Public Art
Purchasing Contact
Erica Garcia
City Council Target Date
Piggy Back Option
Not Applicable
Contract Expiration
Ordinance
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CONTRACT FOR THE DESIGN AND COMMISSION
OF PUBLIC ARTWORK (FILE 8773)
This Contract for the Design and Commission of Public Artwork (this "Contract")
is made and entered into as of by and between the City of Denton, a
Texas home -rule municipality ("City"), and Denton Maker Center ("Artist" or
"Contractor").
ARTICLE I. INTRODUCTION
1.1 Purpose
The purpose of this Agreement is to state the terms and conditions under which the Artist
shall execute, fabricate, and install the Artwork, as defined herein, in accordance with the
Final Design as shown in Exhibit A at the location described and depicted in Exhibit B as
described in this Contract. The Artist shall retain artistic control of the services performed
under this Contract, subject only to the limitations and conditions imposed by this
Contract.
1.2. Definitions
The following terms, as used in this Contract, have the meanings identified below. Terms
not defined below will have their ordinary and customary meanings, as generally used in
the field of public art.
(a) "Approval" means prior, written authorization from the Contract Administrator for the
Artist to take an action under this Contract.
(b) "Artist" has the meaning as defined in the heading of this Contract.
(c) "Artwork" means the original piece of public art conceived, designed, implemented,
constructed, and installed by the Artist as set out in this Contract.
(d) "City" means the City of Denton, acting by and through its duly authorized City
Manager or designee.
(e) "Contract" means this contractual document for the Design and Commission of Public
Artwork between the City and the Artist, including any and all attachments, exhibits, and
amendments.
(f) "Contract Administrator" means the Director of the City's Parks and Recreation
Department, or his designee.
(g) "Contract Price" means the total compensation, identified in Section 3.1, to be paid to
the Artist pursuant to this Contract.
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(h) "Effective Date" means the date on which this Contract becomes fully effective as
between the Parties, and is the date provided in the heading of this Contract.
(i) "Facility" means Fire Station #5 located at 2230 W. Windsor Drive, Denton, TX 76207
0) "Final Design" means the Final Design of the Artwork depicted in Exhibit A.
(k) "Notice" means the prior, written announcement of a Party's intention to take an
action, or readiness to take action, authorized or required by the Contract.
(1) "Party" means either the City or the Artist, and "Parties" means the City and the Artist
collectively.
(m) "Schedule" means the full and complete schedule developed and prepared by the
Artist, for input and Approval from the City, to address the design, fabrication, delivery,
transportation, and installation of the Artwork.
(n) "Site" means the portion of the Facility on which the Artwork will be installed.
(o) "Sponsoring Department" means the Parks and Recreation Department of the City.
1.3. Term of the Contract
The term of this Contract shall begin on the Effective Date and end on April 19, 2027.
unless terminated earlier in accordance with the requirements of this Contract.
ARTICLE 2. ARTIST'S RESPONSIBILITIES AND COMMITMENTS
2.1. General Services
(a) The Artist shall not start any work under this Contract until the Artist receives the
Notice to proceed from the City.
(b) The Artist shall determine the artistic expression, scope, design, color, size. material.
and texture of the Artwork, subject to Approval by the City.
(c) The exact location of the Site will be mutually agreed upon by the Parties and shall be
within the area depicted on Exhibit B.
(d) The Artist may request, at any time, all information, materials, and scaled drawings of
the Site, if available, and any reasonable assistance required by the Artist to enable the
Artist to perform the services required by this Contract. To the extent such information is
available to the City or to third parties under the City's control, the City will promptly
provide such information to the Artist.
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2.2. Schedule
(a) Prior to beginning any other work under this Contract, the Artist shall develop and
provide to the City a tentative Schedule with a delivery date of not later than October 30,
2026.
(b) The Artist shall coordinate with the City in order to ensure that all relevant dates and
times are included and accounted for in the Schedule.
(c) The City will either issue Approval of the Schedule, with or without modifications, or
reject the draft Schedule. If the City rejects the draft Schedule, the Artist shall revise and
resubmit the draft Schedule within the time period required by the City in its Notice of
rej ection.
(d) When the City gives its Approval of the Schedule, either with or without
modifications, it will issue Notice to the Artist to proceed with the design of the Artwork.
(e) Once approved by the City, the Schedule shall control all design, review, fabrication,
implementation, transportation, installation, and completion deadlines for the Artwork.
2.3. Changes to the Schedule
(a) The Artist may only make modifications to the approved Schedule upon written
request to, and Approval of, the City. The City may request from the Artist any
information or documentation it deems necessary in order to evaluate any request to
amend the approved Schedule.
(b) The City may, on its own initiative and at any time, direct any changes to the
approved Schedule it deems necessary or appropriate.
2.4. Design
(a) The Artist shall perform all services, including but not limited to meeting with City
staff and City -designated advisors and stakeholders as directed by the Contract
Administrator, in order to prepare the Final Design of the Artwork.
(b) The Artist shall perform as many inspections and investigations of existing Site
conditions as needed, prior to installation of the Artwork, and shall ensure that the Final
Design appropriately accounts for all existing Site conditions. If the Artist believes any
differences, discrepancies, errors, omissions, or inconsistencies exist between the Artist's
inspection of the Site and the Site materials provided by the City, the Artist must notify
the City prior to continuing with design and/or installation of the Artwork.
(c) Within 30 days after the Notice to Proceed by the City, the Artist shall prepare and
submit to the City, at a minimum, the following:
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(1) Working drawings detailing all elements of the Artwork and the means of
installing the Artwork at the Site, together with the Design Sketches and any other
graphic material requested by the City. The drawings will become part of this Contract
upon receipt;
(2) A written maintenance plan that includes, but is not limited to, all technical
information about the materials, the strength, durability, and maintenance requirements of
the proposed Artwork, information on the appropriate maintenance and preservation of
the Artwork, and any associated replacement costs;
(3) A list of permits that will be required for the completion of the Artwork;
(4) An itemized budget for completion of the Artwork, including written vendor
quotes for all materials, fabrication, engineering, installation, permitting, insurance, and
any other associated costs; and
(5) An updated Schedule.
(d) Within 30 days of its receipt of the materials and information as set out in Subsection
2.4(c), the City will notify the Artist of any revisions to the Final Design required by the
City, which revisions shall automatically become incorporated into the Final Design. The
reasons the City may require the Artist to revise the Final Design, include but are not
limited to:
(1) To comply with any applicable statutes, ordinances, or regulations;
(2) To account for any life, health, safety, or security concerns; and
(3) Any non -aesthetic reason that the City, in its sole judgment and discretion,
deems necessary or appropriate.
2.5. Fabrication
(a) Following City approval of the Final Design, the City will issue Notice to proceed
with fabrication to the Artist, which will advise the Artist of any required modifications
to the Schedule.
(b) After the City provides Notice to proceed, the Artist shall begin fabrication and
installation of the Work at the Site in accordance with the Schedule.
(c) The City shall have the right to review the Artwork at reasonable times and locations
throughout the fabrication and installation process. The Artist shall submit to the City any
progress reports requested by the City or identified in the Schedule.
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(d) Upon completing the fabrication of the Artwork and prior to beginning any
transportation or installation, the Artist shall:
(1) Give the City Notice that all pre -installation fabrication is complete and that
the Artist is ready to begin installation of the Artwork at the Site;
(2) Conduct any further Site inspections necessary to verify that installation of the
Artwork can proceed according to the Final Design. The Artist shall immediately give
Notice to the City of any changes to the Site observed since the inspection conducted
pursuant to Section 2.4, and the Parties will resolve any such changes via the change
procedures set out in Section 2.8 prior to installation;
(3) At the City's request, attend one or more pre -installation meetings as
necessary to allow the Artist to adequately plan for delivery and installation of the
Artwork; and
(4) Obtain all required permits for delivery and installation of the Artwork.
2.6. Installation
(a) After the City has received the Artist's Notice that pre -installation fabrication is
complete and any Site issues are resolved, the City will give Notice to the Artist
authorizing installation of the Artwork at the Site. The Artist shall only start installation
after receiving this Notice. At the City's direction, the Artist may be required to
successfully complete any Site -specific or general safety training prior to entering the
Site.
(b) If the City fails to provide notice to proceed with installation within the timeframe
specified in the Schedule, despite the fact that the Artist is ready and able to begin
installation, the Artist shall store the Artwork at the Artist's facility at no cost to the City.
If storage at the Artist's facility exceeds thirty (30) days, the City shall reimburse the
Artist for reasonable, documented storage costs at a commercially reasonable rate, or
shall arrange and pay for alternative storage. If the Artist is unable to do so, and provides
a written explanation to the City, the City will either:
(1) make arrangements for storage of the Artwork at a City -controlled or
commercial storage facility; or
(2) direct the Artist to obtain three quotes for storage at a commercial storage
facility, approve one of the quotes, and agree to reimburse the Artist for any direct, out-
of-pocket, reasonable transportation and storage costs incurred by the Artist. Any
reimbursements to which the City agrees will be reduced to writing in a Contract
amendment.
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(c) The Artist shall remain responsible for all expenses, labor, and equipment necessary
to prepare the Site for installation of the Artwork.
(d) The Artist shall take all necessary precautions to protect and preserve the integrity and
finish of adjacent surfaces and landscaping features while installing the Artwork. If
requested by the City, the Artist shall return adjacent surfaces or landscape features
impacted by the installation to the condition that existed prior to installation of the
Artwork.
(e) At all times during the installation of the Artwork, the Artist shall comply with all
posted safety information signs and shall comply with all requirements for use of
personal protective equipment. The Artist shall comply with any directive necessary for
the preservation of life, health, or property that is given by the City or any law
enforcement or administrative officer with jurisdiction over the Facility.
2.7. Changes to the Artwork
(a) At any time prior to closeout as set out in Section 2.9, the Artist may make changes to
the Final Design or the Artwork, whether for aesthetic, safety, construction, or other
reasons, and the City may likewise direct the Artist to make changes to the Final Design
or Artwork for any nonaesthetic reason. Such changes to the Final Design or Artwork
shall be made as follows:
(1) Minor changes to the Final Design or Artwork initiated by the Artist require
Notice to, but not Approval from, the City. Minor changes are changes that do not impact
the overall scope, layout, color, shape, size, material, texture, or structural elements of the
Artwork. The City has the sole discretion to determine what constitutes a minor or major
change. The Artist may consult with the Contract Administrator, as needed, to ensure
changes are properly classified as minor and major. The City may also reject, for non -
aesthetic reasons, a minor change within 20 days of receipt of the Notice from the Artist
of the change.
(2) Major changes to the Final Design or Artwork initiated by the Artist require
Approval by the City. Major changes include, but are not limited to, changes to the
overall scope, layout, imagery, color, shape, size, material, texture, or structural elements
of the Artwork. The City may reject any proposed major change for any reason. If the
City rejects a major change, the Artist shall either continue with the Final Design as
approved by the City or shall revise and resubmit the proposed major change within 10
days of the City's original rejection. If the City rejects any re -submitted change, the City
may terminate this Contract for convenience pursuant to Section 5.4, if the Artist will not
revert to the Final Design without the proposed changes.
(b) All major changes initiated and approved under this Section 2.7 shall be documented
in a Contract amendment, executed by both Parties. The City may, in its sole discretion,
determine that any change, whether initiated by the City or by the Artist, warrants an
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adjustment of the Contract Price or the Schedule, or both. Any adjustment to the Contract
Price shall be included in a corresponding Contract amendment. Any adjustment to the
Schedule must be documented and provided to both Parties. If the City does not change
the Contract Price, the Artist shall bear the sole risk and cost of any changes to the Final
Design or Artwork.
2.8. Completion
(a) The Artist shall give Notice to the City when the Artist believes the installation of the
Artwork is complete. The Artist shall attend any inspection of the Artwork by the City.
(b) If the City determines that the Artwork is unsafe, incomplete, or materially
inconsistent with the Final Design, the City may take any of the following actions:
(1) Accept the Artwork as constructed and installed, reserving its right to modify
the Contract Price to address the unsafe, incomplete, or materially inconsistent
conditions;
(2) Direct the Artist to correct any unsafe, incomplete, or materially inconsistent
condition in the Artwork, at the Artist's cost, reserving the City's right to modify the
Contract Price in order to account for any delays caused by the deficiencies. The Artist
shall bear the sole risk that the time required to comply with the City's directions will
exceed the time allotted under the Schedule; or
(3) Reject the Artwork and terminate this Contract for cause in the manner set out
in Section 5.4, reserving any and all other remedies available to the City under this
Contract or applicable law. If the City terminates this Contract for cause under this
Section, the opportunity to cure provided in that Section will not apply.
(c) The Artist shall be responsible for any and all clean-up of the Site, including the
proper recycling or disposal of any unused, excess, or leftover materials not incorporated
into the Artwork. If the Artist fails to do this and the City incurs additional costs to clean
up the Site, the City shall be entitled to deduct all such costs from the final milestone
payment.
(d) If the City accepts the Artwork, either with or without modifications to the Contract
Price, the City will issue a Certificate of Completion in a form provided by the City. The
issuance of a Certificate of Completion does not waive any rights or remedies afforded
the City in this Contract or by law, nor does it waive any deficiencies in the Artist's
work.
2.9. Closeout
(a) Within 30 days after installation of the Artwork is complete and the City has accepted
the Artwork, the Artist shall submit to the City the following:
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(1) A full set of as-builts (updated plans, specifications, and documentation)
reflecting the actual installation of the Artwork and noting any deviations from the Final
Design;
(2) A final maintenance plan;
(3) A final budget report, if requested by the City;
(4) A plaque information form, if requested by the City; and
(5) An affidavit of bills paid, in a form provided by the City.
(b) Within 30 days after the Artist provides the documents specified above in this Article,
the City will evaluate the Artist's compliance with the terms of this Contract.
2.10. Lectures and Public Education
The Artist shall, if requested by the City, attend and present at least one lecture or other
public education event to an audience designated by the City, in the format requested by
the City and on a mutually agreeable date and time. The public education event, if
required by the City, shall be without additional compensation to the Artist.
ARTICLE 3. PAYMENT TO ARTIST
3.1. Contract Amount
The Contract Price for this Contract is $187,000.
3.2. Full Consideration
In exchange and consideration for the Artist undertaking the obligations in this Contract,
the City agrees to pay the Artist the Contract Price. The Artist agrees that the Contract
Price is the only compensation owed to the Artist under this Contract, and agrees to be
solely responsible for all costs related to design, execution, fabrication, transportation,
travel, delivery, mailing, shipping, delivery, installation, labor, insurance, permitting and
licensing, and any other costs incurred by the Artist in fulfilling all obligations under this
Contract.
3.3. Payment Schedule
(a) Payment of the Contract Price will be in the following percentages and at the
following payment milestones:
• Milestone 1 — $20,000 within 30 days of the City giving Notice to proceed
with design of the Artwork.
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• Milestone 2 — $147,000 within 30 days of the City Notice to proceed with
Artwork fabrication.
• Milestone 3 - $20,000 within 30 days after the Artist gives Notice to the
City of completion of Artwork and has transferred title to the Artwork to
the City.
(b) The City may, at its option, withhold payment otherwise due under this Contract in
order to offset any debt (including taxes) lawfully owed by the Artist to the City,
regardless of whether the amount due arises pursuant to the terms of this Contract or
otherwise and regardless of whether or not the debt due to City has been reduced to
judgment by a court.
3.4. Tax -Exempt Status
The Artist acknowledges that the City is a tax-exempt organization, and that no state or
local sales taxes, and no federal excise tax, will be due on the Artwork or the materials
and supplies used in the design and fabrication of the Artwork. Upon request of the
Artist, the City will provide Artist with a Texas Sales Tax and Local Sales Tax
Exemption Certificate for Contractors. The Artist shall only use this certificate in
accordance with law. The City shall not reimburse the Artist for state sales tax, local sales
tax, or federal excise tax.
ARTICLE 4. THE ARTWORK
4.1. Warranties and Representations
(a) The Artist warrants and represents that:
(1) The Final Design and Artwork are and shall be original creations of the Artist
and is not the subject of an existing patent or copyright owned by any other person.
(2) The Artist has obtained, or shall obtain prior to any incorporation or use, the
written approval and consent of any required third party for the use of any portion of the
Final Design or the Artwork that is not the original work of the Artist.
(3) Except as otherwise disclosed to the City in writing, the Final Design is and
shall be free of any defects of design.
(4) From the Effective Date through a date one year following the City's
acceptance of the Artwork, that:
(A) The execution and fabrication of the Artwork shall be performed in a
good and workmanlike manner;
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(B) The Artwork, as fabricated and delivered, shall be free of defects in
material and workmanship, including any defects consisting of inherent vice or
qualities that may cause or accelerate deterioration of the Artwork; and
(C) Reasonable maintenance of the Artwork shall not require procedures
substantially in excess of those described in the final maintenance plan required
by Section 2.4(b)(2).
(b) The City will give Notice to the Artist of any observed breach of these warranties and
representations. Once notified by the City, the Artist shall, at no cost to the City,
promptly cure the breach or breaches consistent with professional conservation standards,
including but not limited to cure by repairing or refabricating the Artwork or any
necessary portion of the Artwork.
4.2. Ownership
(a) The Artist will remain the owner of the Final Design and Artwork until title transfers
to the City as follows:
(1) Within 10 days of the City's acceptance of the Artwork, the City will issue to
the Artist a Transfer of Title for Public Artwork.
(2) On issuance of the Transfer of Title for Public Artwork, the City shall become
the owner of the Final Design and the Artwork, without restriction on future use except as
provided below, and shall also take title in and to any and all drawings, renderings,
sketches, models, and any other documents and materials created by the Artist in
furtherance of the Final Design or the Artwork. The Artist shall promptly deliver to the
City all such materials that are still in the Artist's possession.
(b) The Artist will retain all reproduction rights afforded by the Copyright Act of 1976, as
currently codified and amended, and any other reproduction rights in and to the Artwork
except as limited by and in this Contract.
(1) The Artist may not make any additional exact duplicate or three-dimensional
scale reproductions of the Artwork and may not grant permission to do so to any third
parties except with Approval from the City. The Artist retains the right to make 2-D
reproductions of the work for use in promotional materials, portfolios, websites and other
locations where the artist is promoting the Artwork. If the Artist is granted Approval by
the City to reproduce the Artwork in a limited edition, the Artist agrees to include on or
in any form of reproduction of the Artwork initiated or authorized by the Artist a credit to
the City of Denton in the following form: "Collection of the City of Denton."
(2) The Artist grants to the City and its assigns an irrevocable license to
graphically depict or display the Artwork or make two-dimensional reproductions of the
Artwork for any municipal or public purpose, including but not limited to any publicity
the City deems appropriate or beneficial.
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(3) All reproductions by the City shall credit the Artist and include a copyright
notice substantially in the following form: "O [Artist's name], installation year,
Commissioned by the City of Denton." Any reproductions of the Artwork made by the
Artist shall credit the City and shall contain a notice in the form "An original work owned
and commissioned by the City of Denton."
4.3. Insurance and Risk of Loss
(a) The Artist shall bear all risk of loss and damage to the Artwork until title transfers to
the City as set out in Section 4.2.
(b) The Artist agrees to carry insurance in the types and amounts indicated in Exhibit C.
(1) Workers' Compensation and Employers' Liability insurance coverage must be
in place before the Artist begins any work on the Site, including but not limited to
installation of the Artwork and any predicate Site preparation.
(2) Commercial General Liability insurance coverage and Automobile Liability
insurance coverage must be in place no later than 30 days after the Effective Date.
(3) Professional Liability insurance coverage for any design professional must be
in place at the time the design professional places her/his seal on design drawings
submitted to the City.
(4) If the Artist is fabricating the Artwork anywhere other than the Site location, a
Fine Arts Floater or other Property Insurance must be in place before fabrication of the
Artwork begins.
(c) Approval by the City of any insurance obtained by the Artist will not diminish or
decrease the liability of the Artist under this Contract.
4.4. Visual Artists Rights Act
(a) The Artist agrees and understands that nothing in this Contract shall affect or limit the
City's absolute, unrestricted right incidental to the City's full ownership of the artwork to
alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell,
or transfer, in whole or in part, the Artwork when the City deems it necessary within its
discretion, in order to otherwise exercise the City's powers and responsibility in regard to
public works and improvements, in furtherance of the City's operations or for any other
reason.
(b) When a work of visual art is incorporated in or made part of a City -owned building in
such a way that removing the work from the building will cause the destruction,
distortion, mutilation, or other modification of the work, the City shall have absolute,
unrestricted rights incidental to its full ownership of the final artistic work to alter,
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change, modify, destroy, remove, move, replace, transport, or transfer, in whole or in
part, the final artistic work when the City deems it necessary within its discretion in order
to exercise the City's powers and responsibilities in regard to public works and
improvements, in furtherance or the City's operations or for any other good cause.
(c) The City shall make a good faith effort to provide the Artist with prior Notice of the
City's intent to undertake any alterations to the Artwork that may impact the Artwork.
However, the Artist consents to the City's actions that may destroy, distort,
mutilate, or otherwise modify the Artwork. After the Artwork is owned by the City,
Artist specifically waives the right to bring a legal action for injunction, money
damages, legal fees or any other legal or equitable remedy against the City, its
agents and employees, for relocation, damage, modification, or destruction of the
Artwork whether intentional, unintentional, negligent, or grossly negligent.
(d) To the extent this Section is inconsistent with federal, state, or local law or any
applicable rights, including the 1990 Visual Artists Rights Act, the Artist waives any
right to preservation of the Artwork provided by those laws. Artist shall retain the right
to disclaim authorship of the Artwork as set forth in the 1990 Visual Artists Rights Act.
(e) Option to Re -Acquire. Notwithstanding any other provision in this Contract, if at
any time the City decides to destroy, remove and not reinstall, or otherwise permanently
dispose of the Artwork, the City shall first provide written Notice to the Artist of its
intent. The Artist shall have thirty (30) days from receipt of such Notice to notify the City
in writing of its election to re -acquire the Artwork. Upon such election, the City shall
transfer title of the Artwork back to the Artist at no cost (other than reasonable
transportation and removal costs, which shall be borne by the Artist), and the Artist shall
be responsible for removing the Artwork from the Site within a reasonable time period
mutually agreed upon by the Parties. If the Artist does not elect to re -acquire the Artwork
within the thirty (30) day period, the City may proceed with its intended action.
4.5. Maintenance, Repairs, and Alteration to the Artwork
(a) The City recognizes that maintenance of the Artwork on a regular basis is essential to
the integrity of the Artwork. The City shall have the sole right to determine whether,
when, and to what extent any repairs or restorations of the Artwork will occur. All
repairs and restorations, whether by the City or by the Artist, will be made in accordance
with then -current, generally accepted principles of conservation. To the extent this
Section is inconsistent with any rights, including moral rights, which would otherwise be
provided to the Artist by applicable law, including the 1990 Visual Artists' Rights Act as
codified and amended, the Artist waives any right to preservation of the Artwork
provided by those laws. The Artist will retain the right to disclaim authorship of the
Artwork to the extent allowed by the 1990 Visual Artists' Rights Act as codified and
amended. The City will have the right at any time to either move the Artwork or remove
it from public display. The City will also have the right, in its discretion and at any time,
to sell, trade, or otherwise transfer ownership of the Artwork.
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(b) The obligations of the City, and the rights of the Artist, set out in this Section shall not
survive the death or legal incapacity of the Artist.
(c) First Right of Refusal for Repairs and Restorations. The City shall provide the Artist
with written Notice of any planned repairs, restorations, or conservation work on the
Artwork. The Artist (or a conservator designated by the Artist and approved by the City,
such approval not to be unreasonably withheld) shall have the first right of refusal to
perform such repairs or restorations at a price and on terms to be mutually agreed upon.
The Artist shall have fourteen (14) business days from receipt of the City's Notice to
notify the City whether it elects to perform the work. If the Artist declines or fails to
respond within this period, the City may proceed with the repairs or restorations using a
qualified third parry, provided that all work shall be performed in accordance with
generally accepted principles of conservation.
ARTICLE 5. CONTRACT MANAGEMENT
5.1. Amendment in Writing
This Contract may be modified only by a writing properly executed by each of the
Parties. Neither any representation or promise made after the execution of this Contract,
nor any modification or amendment of this Contract, shall be binding on the Parties
unless made in writing and properly executed by each of the Parties.
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5.2. Subcontracting by the Artist
(a) The Artist may subcontract portions of the services to be provided under this
Contract, at the Artist's sole expense, subject to the following limitations:
(1) The Artist's use of subcontractors may not affect the design, appearance,
fabrication methodology, or visual quality of the Artwork.
(2) The Artist is responsible for all work performed by subcontractors.
(3) The Artist shall remain fully responsible to the City for the actions of any
subcontractors engaged by the Artist.
(4) Any subcontract must be in writing, must attach this Contract as an exhibit,
and must acknowledge the supremacy of this Contract in the case of any conflict between
the two. All subcontractors shall remain subject to the terms of this Contract at all times.
(5) Prior to the Artist entering into a subcontract, the Artist shall give Notice to
the City, identifying the proposed subcontractor, the proposed scope(s) of work, and the
dollar amount of the subcontract. The City may reject a subcontractor proposed by the
Artist. If the City rejects a proposed subcontractor, the Artist may not use that
subcontractor on this Contract.
(6) The Artist shall require each subcontractor, as a condition to entering into each
subcontract, to comply with the City's insurance requirements as set out in Exhibit C.
The Artist shall further obtain, on request from the City, a certificate or certificates of
insurance sufficient to satisfy the City that each subcontractor is in compliance with the
insurance requirements of this Contract.
5.3. Termination for Cause
(a) In the event of a default by the Artist, the City shall have the right to terminate the
Contract for cause, by written notice effective ten (10) calendar days, unless otherwise
specified, after the date of such notice, unless the Artist, within such ten (10) day period,
cures such default, or provides evidence sufficient to prove to the City's reasonable
satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages,
costs, losses, and expenses, incurred by the City as a result of the Artist's default,
including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and
prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in
the event of a default by the Artist, the City may remove the Artist from the City's
vendor list for three (3) years and any future offer submitted by the Artist may be
disqualified for up to three (3) years. All rights and remedies under the Contract are
cumulative and are not exclusive of any other right or remedy provided by law.
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(b) The City may also terminate this Contract for cause if the Artist dies or becomes
physically or legally incapacitated during the term of this Contract. Termination under
this paragraph will only require notice to the Artist or the Artist's legal successor or
guardian, as applicable. All finished and unfinished drawings, sketches, photographs,
models, and work will become property of the City. If, prior to the Artist's death or
incapacity, the Final Design is approved by the City or the Artwork has progressed to the
point of fabrication, the City may complete the Artwork, giving due regard to the Artist's
intended results and giving proper credit and acknowledgement to the Artist.
5.4. Termination for Convenience
The City shall have the right to terminate the Contract, in whole or in part, without cause
any time upon thirty (30) calendar days' prior written Notice to Artist. If the City
terminates this Contract for convenience, the Artist shall immediately stop performance
under this Contract (unless the Notice directs otherwise) and deliver all drawings,
renderings, maquettes, sketches, models, and any other documentation and materials
created by the Artist for the Final Design or creation of the Artwork to the City within 10
business days. If the City approves reimbursements for purchases of materials used for
the development of the design in excess of the payments the Artist received prior to the
City's termination for convenience, the City will reimburse the Artist for amounts
expended under this Contract within 30 calendar days of the Artist's submission of
receipts documenting such material purchases.
5.5. Appropriation
The Artist acknowledges that the City's payment obligations to the Artist are payable
only from funds appropriated or available for the purpose of this Contract. If the City
does not appropriate funds for this Contract, or if there are no other lawfully available
funds for this Contract, this Contract is void. The City shall provide the Artist with
Notice of the failure of the City to make an adequate appropriation for any fiscal year to
pay the amounts due under this Contract, or of the reduction of any appropriation to an
amount insufficient to permit the City to pay its obligations under this Contract.
5.6. Force Majeure
(a) Each Party agrees to excuse the failure of the other Party to perform its obligations
under this Contract to the extent, and for a period of time during which, the failure is
caused by an event of Force Majeure. An event of Force Majeure is any event or
circumstance which prevents or delays performance of any obligation arising under this
Contract, but only if and to the extent the event or circumstance is not within the control
of the Party seeking to have its performance obligation excused and which the Party was
unable by the exercise of due diligence to avoid or prevent. Events of Force Majeure
include acts of God, riots, sabotage, civil disturbances, acts of domestic or foreign
terrorism, lightning, earthquakes, fires, storms, floods, and landslides. Events of Force
Majeure do not include economic or market conditions which affect a Party's cost but not
its ability to perform.
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(b) The Party invoking Force Majeure shall give timely and adequate Notice to the other
Party, by e-mail or orally but confirmed promptly in writing, and shall use due diligence
to remedy the effects of an event of Force Majeure as soon as reasonably possible. In the
event a Party's performance of an obligation under this Contract is delayed due to a Force
Majeure event, then the time for completion of the Parry's obligation will be extended
day -for -day, provided that an event of Force Majeure shall not last more than 90 days. If
an event of Force Majeure affecting the Artist's performance continues for more than 90
days, the City shall have the right to terminate this Contract upon Notice to the Artist.
The Contract shall terminate immediately upon receipt of such Notice.
5.7. Notices
(a) Unless explicitly stated elsewhere in this Contract, all Notices must be given in the
manner set out in this Section in order to be effective.
(b) Any Notice required or allowed to be given or to be served in connection with this
Contract will be deemed delivered and received on the earlier of the date actually
received or a date that is:
(1) Three calendar days after being deposited in the United States mail, if sent via
certified mail, properly addressed and with postage prepaid; or
(2) The date delivery is originally scheduled to occur, if sent via a reputable
overnight courier service.
(c) Notice to each Parry must be given as follows:
The City:
The City of Denton
Attn: Director of Parks and Recreation
321 E. McKinney St
Denton, TX 76201
The Artist:
Denton Maker Center
728 N. Elm St.
Denton, TX 76201
(d) The Parties will each have the right to change their respective addresses for Notice
purposes, and will have the right to specify as its address any other address within the
United States of America by giving the other Parry at least five days' Notice.
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(e) The Artist is responsible for giving prompt Notice to the City of any changes to the
Artist's address(es).
5.8. Right to Assurance
When one Party, in good faith, has reason to question the other Party's intent to perform
its obligations under this Contract, that Parry may make demand on the other Parry for
written assurance of the intent to perform. The Party who is asked for assurance has 10
business days to provide Notice of its written assurance of intent to perform. If the Parry
fails to provide the assurance, the demanding Parry may treat this failure as an
anticipatory repudiation of the Contract and terminate the Contract for cause.
ARTICLE 6. TERMS AND CONDITIONS
6.1. Right to Audit
The Artist agrees that the representatives of the Office of the City Auditor, or other
authorized representatives of the City, shall have access to, and the right to audit,
examine, or reproduce, any and all of the Artist's records related to this Contract. The
Artist shall retain all such records for a period of three years after final payment on this
Contract or until all audit and litigation matters that the City has brought to the attention
of the Artist are resolved, whichever is longer. The Artist agrees to refund to the City any
overpayments disclosed by any such audit.
6.2. Indemnification
(a) THE ARTIST SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE
CITY, ITS OFFICERS, APPOINTED OR ELECTED OFFICIALS, EMPLOYEES,
AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (THE
"INDEMNIFIED PARTIES") AGAINST ALL COSTS, LIABILITIES,
DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS
("CLAIMS"), TO THE EXTENT IT ARISES DIRECTLY OR INDIRECTLY OUT
OF (A) A BREACH OF THIS CONTRACT OR VIOLATION OF LAW BY THE
ARTIST AND THE ARTIST'S EMPLOYEES, SUBCONTRACTORS,
SUCCESSORS, AND ASSIGNS (THE "ARTIST PARTIES"), (B) A FALSE
REPRESENTATION OR WARRANTY MADE BY THE ARTIST PARTIES IN
THIS CONTRACT, IN THE ARTIST'S PROPOSAL, OR THE FORMATION OF
THIS CONTRACT, (C) THE DESIGN OR INSTALLATION OF THE
ARTWORK, (D) THE INTELLECTUAL PROPERTY INVOLVED IN THE
DESIGN AND CREATION OF THE ARTWORK, AND (E) THE NEGLIGENCE,
WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT
LIABILITY BY THE ARTIST PARTIES IN CONNECTION WITH THIS
CONTRACT. CLAIMS TO BE INDEMNIFIED INCLUDE CLAIMS FOR
BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE,
LOSS OF SERVICES WAGES OR INCOME, DAMAGE, DESTRUCTION, OR
LOSS OF USE OF PROPERTY, AND WORKERS' COMPENSATION CLAIMS.
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THE ARTIST'S OBLIGATIONS UNDER THIS SECTION ARE NOT EXCUSED
IN THE EVENT A CLAIM IS CAUSED, IN PART, BY THE ALLEGED
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED
PARTIES.
(b) The City shall give the Artist Notice of any Claim asserted against an Indemnified
Party. The Artist shall assume on behalf of the Indemnified Parties and conduct with due
diligence and in good faith the defense of all Claims against the Indemnified Parties. The
Indemnified Parties shall have the right (but not the obligation) to participate in the
defense of any claim or litigation with attorneys of their own selection without relieving
the Artist of any obligations in this Contract. In no event shall the Artist admit liability on
the part of an Indemnified Parry without the prior, written consent of the City Attorney.
(c) Maintenance of the insurance required under this Contract shall not limit the Artist's
obligations under this Section. The Artist shall require all subcontractors to indemnify the
City in the same manner as provided in this Article.
6.3. Independent Contractor
This Contract shall not be construed as creating an employer/employee relationship, a
partnership, joint enterprise, or a joint venture between the Parties. The City and the
Artist are independent contractors. The Artist agrees and understands that this Contract
does not grant any rights or privileges established for employees of the City.
6.4. Competent, Orderly Workers
The Artist and any subcontractors of the Artist shall only employ orderly and competent
workers, skilled in the performance of the services that they will perform under the
Contract. The Artist, the Artist's employees and subcontractors, and subcontractors'
employees may not:
(1) illegally use or possess any firearms, or
(2) use or possess alcoholic or other intoxicating beverages, illegal drugs, or
controlled substances, while on the job or on City's property. The workers may not be
intoxicated or under the influence of alcohol or drugs on the job.
If the City notifies the Artist that any worker is incompetent, disorderly or disobedient,
has knowingly or repeatedly violated City rules, has illegally possessed any firearms, or
has possessed or was under the influence of alcohol or drugs on the job, the Artist shall
immediately remove the worker and the worker may not be employed again for work on
this Contract without the City's written consent.
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6.5. Survival of Obligations
All provisions of this Contract that impose continuing obligations on the Parties,
including but not limited to warranty, indemnification, limitation of liability, and keeping
addresses for Notice current, shall survive the expiration or termination of this Contract.
6.6. Election of Remedies / No Waiver
Neither the exercise of nor the failure to exercise a right or to give notice of a claim under
this Contract shall constitute an election or waiver of remedies or limit a Party in any
manner in the enforcement of any other remedies that may be available to the Party,
whether at law or in equity.
6.7. Jurisdiction and Venue
This Contract is made subject to the City Charter and ordinances of the City, and all
applicable laws of the State of Texas, without regard to conflicts of laws principles which
would apply the law of any other jurisdiction. The courts of Texas shall have jurisdiction
of any dispute arising out of or concerning this Contract, either administrative or judicial,
and venue shall be proper and lie exclusively in Denton County Texas.
6.8. Severability
If a court of competent jurisdiction determines that a term or provision of this Contract is
void or unenforceable, the remainder of this Contract remains effective to the extent
permitted by law.
6.9. Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract.
The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this agreement,
Contractor certifies that Contractor's signature provides written verification to the City
that Contractor: (1) does not boycott Israel, and (2) will not boycott Israel during the
term of the agreement. Failure to meet or maintain the requirements under this provision
will be considered a material breach.
6.10. Prohibition on Contracts with Companies Boycotting Certain Energy
Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains written verification from the company that it (1)
does not boycott energy companies; and (2) will not boycott energy companies during the
term of the contract. The terms "boycott energy company" and "company" shall have the
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meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor's signature provides
written verification to the City that Contractor. (1) does not boycott energy companies;
and (2) will not boycott energy companies during the term of the agreement. Failure to
meet or maintain the requirements under this provision will be considered a material
breach.
6.11. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities
and Firearm Trade Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains written verification from the company that it (1)
does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. The terms
"discriminate against a firearm entity or firearm trade association," "firearm entity" and
"firearm trade association" shall have the meanings ascribed to those terms in Chapter
2274 of the Texas Government Code. By signing this agreement, Contractor certifies
that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. Failure to
meet or maintain the requirements under this provision will be considered a material
breach.
6.12 Prohibition On Contracts With Companies Doing Business with Iran, Sudan,
or a Foreign Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting
with companies that do business with Iran, Sudan, or a foreign terrorist organization. By
signing this agreement, Contractor certifies that Contractor's signature provides
written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is
not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign
terrorist organization. Failure to meet or maintain the requirements under this provision
will be considered a material breach.
6.13 Termination Right for Contracts with Companies Doing Business with Certain
Foreign -Owned Companies
The City of Denton may terminate this Contract immediately without any further liability
if the City of Denton determines, in its sole judgment, that this Contract meets the
requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by
or the majority of stock or other ownership interest of the company is held or controlled
by individuals who are citizens of China, Iran, North Korea, Russia, or other designated
country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
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other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or
other designated country.
6.14. Execution in Counterparts
This Contract may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which, taken together, shall
constitute one and the same Contract.
6.15. Mutual Drafting
This Contract shall be deemed to be the joint work product of the Parties and any rule of
construction that a document shall be interpreted or construed against the drafter shall not
be applicable to this Contract.
6.16. Complete Agreement
This Contract constitutes the entire agreement and understanding between the Parties and
supersedes all previous agreements, understandings, discussions, and representations
concerning its subject matter. This Contract includes the following exhibits, which are
incorporated into this Contract by reference:
Exhibit A.
Depiction of Artwork
Exhibit B.
Facility and Site Location
Exhibit C.
Insurance Requirements
Exhibit D.
Certificate of Interested Parties Electronic Filing
Exhibit E.
Conflict of Interest Questionnaire
The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
[Signature on following page
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IN WITNESS HEREOF, City and Artist have hereby executed this Agreement;
the City acting by and through its duly -authorized Purchasing Agent; and the Contractor
acting by and through its duly -authorized, undersigned officer, on this date
ARTIST:
DENTON MAKER CENTER
FSigned by:
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Signature
Name: James Thurman
Title: President, Board of Directors
CITY:
CITY OF DENTON
BY:
Cassey Ogden, Interim City Manager
ATTEST:
KRISTI GILBERT, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Signed by:
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BY: Bi*aes_
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
E Signed by:
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SIGNATURE
Jennifer Basham
PRINTED NAME
Director of Parks and Recreation
TITLE
Parks and Recreation
DEPARTMENT
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Fire Station 5 Sculptures - Budget
Exhibit A
Estimate#: 08202026 Invoice Date:
To: City of Denton
Project: Fire Station #5
Address: 2230 W. Windsor, Denton, Tx
Activity
Description
Amount
Insurance
General Liability /Workman's Comp
$4,000
Permits
Installation Permits
$3,000
Materials and Consumables
-Steel : $11,000
-Fittings: $500
-Consumables: $1,500
$12,000
Research and Design
Conceptual design, CAD modeling, Develop
scaled prototypes
$7,000
Fabrication
Prep, Programming, Luck, CNC Plasma
Cutting, Welding, Assembly - 6mo build
$114,000
Paint
Sandblast prep., Urethane DTM and UV
Clearcoat Application
$6 000
'
Installation
Equip. Rental, Operator, Sanity
$61000
Pad Construction
Est. for Concrete, Labor, and Logistics
$15,000
Electrical
Est. for Base Lighting
$31000
Total Proposal Amount
$170 000
DMC's Finders Fee - 10%
$171000
Total Contract Amount
$ 1 g 7, 000
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Art installation to be installed within clouded area between the building and sidewalk. If this
area is determined to not be appropriate for installation, a mutually agreed upon location will
be discussed by the Parties.
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EXHIBIT C
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations,
which the successful contractor shall have a duty to maintain throughout the course of this
contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the
Contractor shall provide and maintain until the contracted work has been completed and
accepted by the City of Denton, Owner, the minimum insurance coverage as indicated
hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of
insurance including any applicable addendum or endorsements, containing the contract
number and title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time; however,
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of
Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if
so noted.-
0 Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A or better.
• Any deductibles or self -insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or self -insured
retentions with respect to the City, its officials, agents, employees and volunteers; or, the
contractor shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
❑ Name as Additional Insured the City of Denton, its Officials, Agents,
Employees and volunteers.
❑ That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim is
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made or suit is brought. The inclusion of more than one insured shall not
operate to increase the insurer's limit of liability.
❑ Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed before the
expiration date.
• Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this contract
and, without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after expiration
of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the Contractor shall
either double the occurrence limits or obtain Owners and Contractors Protective Liability
Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement effective
on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained
in compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
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• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with
Combined Single Limits (CSL) of not less than $500,000 either in a single policy
or in a combination of basic and umbrella or excess policies. The policy will include
bodily injury and property damage liability arising out of the operation,
maintenance and use of all automobiles and mobile equipment used in conjunction
with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement
for:
• any auto, or
• all owned hired and non -owned autos.
[ ] Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation
Commission (TWCC).
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD75974
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an "occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger's Liability. Said coverage may be
provided by a Rigger's Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD75974
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a "blanket" basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD75974
ATTACHMENT 1
[ ] Workers' Compensation Coverage for Building or Construction Projects for Governmental
Entities
A. Definitions:
Certificate of coverage ("certificate")- A copy of a certificate of insurance, a certificate of authority
to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-
83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's
or entity's employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the project until the
contractor's/person's work on the project has been completed and accepted by the governmental
entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or
entities performing all or part of the services the contractor has undertaken to perform on the
project, regardless of whether that person contracted directly with the contractor and regardless of
whether that person has employees. This includes, without limitation, independent contractors,
subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity,
or employees of any entity which furnishes persons to provide services on the project. "Services"
include, without limitation, providing, hauling, or delivering equipment or materials, or providing
labor, transportation, or other service related to a project. "Services" does not include activities
unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of
portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any overage agreements, which meets the statutory requirements of
Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior to being
awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends during the
duration of the project, the contractor must, prior to the end of the coverage period, file a new
certificate of coverage with the governmental entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and provide to the
governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD75974
project, so the governmental entity will have on file certificates of coverage showing coverage for
all persons providing services on the project; and
2. no later than seven days after receipt by the contractor, a new certificate of coverage showing
extension of coverage, if the coverage period shown on the current certificate of coverage ends
during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the project
and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the contractor knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner prescribed
by the Texas Workers' Compensation Commission, informing all persons providing services on
the project that they are required to be covered, and stating how a person may verify coverage and
report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to provide
services on a project, to:
1. provide coverage, based on proper reporting of classification codes and payroll amounts and
filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all of its employees providing services on the project, for the duration of
the project;
2. provide to the contractor, prior to that person beginning work on the project, a certificate of
coverage showing that coverage is being provided for all employees of the person providing
services on the project, for the duration of the project;
3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage
showing extension of coverage, if the coverage period shown on the current certificate of coverage
ends during the duration of the project;
4. obtain from each other person with whom it contracts, and provide to the contractor:
a. a certificate of coverage, prior to the other person beginning work on the project; and
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD75974
b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage
period, if the coverage period shown on the current certificate of coverage ends during the duration
of the project;
5. retain all required certificates of coverage on file for the duration of the project and for one year
thereafter;
6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days
after the person knew or should have known, of any change that materially affects the provision
of coverage of any person providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as required by paragraphs
(1) - (7), with the certificates of coverage to be provided to the person for whom they are providing
services.
J. By signing this contract or providing or causing to be provided a certificate of coverage,
the contractor is representing to the governmental entity that all employees of the contractor who
will provide services on the project will be covered by workers' compensation coverage for the
duration of the project, that the coverage will be based on proper reporting of classification codes
and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance
carrier or, in the case of a self -insured, with the commission's Division of Self -Insurance
Regulation. Providing false or misleading information may subject the contractor to
administrative penalties, criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of contract by the
contractor which entitles the governmental entity to declare the contract void if the contractor does
not remedy the breach within ten days after receipt of notice of breach from the governmental
entity.
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD75974
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD75974
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908
of the Government Code. The law states that the City may not enter into this contract
unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at
the time the Contractor submits the signed contract. The Texas Ethics Commission has
adopted rules requiring the business entity to file Form 1295 electronically with the
Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract
is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at:
hLtps://www.ethics.state.tx.us/filin2info/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 — Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day
after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas
Ethics Commission's website within seven business days.
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD759 4Exhibit E
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
Denton Maker Center
2
❑ Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 1 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
F-1
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
=
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
=
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
X 1 have no Conflict of Interest to disclose.
5 Signed by:
FAILS ' 8/31/2026
Signature o ve°Dnc or aoingusiness with the governmental entity Date
Docusign Envelope ID: 457B9E96-2E98-8381-839E-462C7AD75974
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): 'Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from aperson that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if.
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor,
(B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore
than$100 in thel2-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code 4176.006(a) and (9-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
ofthe officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3' degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics,
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right -of --way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. — Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. — Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
a docusign.
Certificate Of Completion
Envelope Id: 457B9E96-2E98-8381-839E-462C7AD75974
Subject: Please DocuSign: City Council Contract 8773 Fire Station #5 Public Art
Source Envelope:
Document Pages: 46 Signatures: 4
Certificate Pages: 6 Initials: 1
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
8/24/2026 9:42:06 AM
Signer Events
Cori Power
cori.power@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Leah Bush
leah.bush@cityofdenton.com
Assistant City Attorney
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
James Thurman
President@dentonmakercenter.com
President, Board of Directors
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/31/2026 2:20:29 PM
ID: d15b636b-178d-48e6-925b-aed1cd17eea7
Holder: Cori Power
cori.power@cityofdenton.com
Signature
Completed
Using IP Address: 198.49.140.10
al
Signature Adoption: Pre -selected Style
Using IP Address: 198.49.140.104
ESi,nby:
,d 6456D.
Signature Adoption: Pre -selected Style
Using IP Address: 198.49.140.10
ESig"Id by:
�-�
aw�t,S I u,�wwtaln,
50D632FClBOE43E...
Signature Adoption: Pre -selected Style
Using IP Address: 129.120.68.85
Status: Sent
Envelope Originator:
Cori Power
901 B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.10
Location: DocuSign
Timestamp
Sent: 8/24/2026 12:02:16 PM
Viewed: 8/24/2026 12:02:25 PM
Signed: 8/24/2026 12:02:43 PM
Sent: 8/24/2026 12:02:46 PM
Viewed: 8/24/2026 1:15:21 PM
Signed: 8/24/2026 1:16:45 PM
Sent: 8/24/2026 1:16:48 PM
Viewed: 8/24/2026 4:55:31 PM
Signed: 8/27/2026 4:47:59 PM
Sent: 8/27/2026 4:48:02 PM
Resent: 8/28/2026 12:05:12 PM
Resent: 8/28/2026 12:06:55 PM
Resent: 8/31/2026 11:42:38 AM
Resent: 8/31/2026 11:47:25 AM
Resent: 8/31/2026 2:19:45 PM
Resent: 8/31/2026 2:20:11 PM
Viewed: 8/31/2026 2:20:29 PM
Signed: 8/31/2026 2:22:08 PM
Signer Events
Jennifer Basham
Jennifer.Basham@cityofdenton.com
Director of Parks and Recreation
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 9/1 /2026 11:01:48 AM
ID:2b45049e-2c1a-45e5-a73e-f14053d321bb
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Cassey Ogden
Cassey.Ogden@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Kristi Gilbert
Kristi.Gilbert@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/31/2026 3:01:01 PM
ID:8306a5b3-6220-4196-ab46-71f3845a24ce
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Signature
[Signby:
,d
WwuFt V 1°JaS� aa,
8AE99A9517D7452...
Signature Adoption: Pre -selected Style
Using IP Address: 198.49.140.10
Signature
Status
Status
Status
Status
Status
COPIED
Timestamp
Sent: 8/31/2026 2:22:13 PM
Resent: 9/1/2026 10:55:37 AM
Viewed: 9/1 /2026 11:01:48 AM
Signed: 9/1/2026 11:14:17 AM
Sent: 9/1/2026 11:14:22 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 8/24/2026 12:02:48 PM
Carbon Copy Events Status Timestamp
Gretna Jones COPIED Sent: 9/1/2026 11:14:22 AM
gretna.jones@cityofdenton.com Viewed: 9/1/2026 12:49:03 PM
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Monica Martin
monica.martin@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/24/2026 9:05:30 PM
ID:f5f004c4-2bfc-4d2b-8eO8-a3a6bc9e4205
Erica Garcia
Erica.Garcia@cityofDenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Loren Jones
Ltjones.sculpture@gmail.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/27/2026 6:37:41 PM
ID:433d023e-32fe-4a92-b42a-28911667b424
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
8/24/2026 12:02:16 PM
Envelope Updated
Security Checked
8/28/2026 12:05:10 PM
Envelope Updated
Security Checked
8/28/2026 12:05:10 PM
Envelope Updated
Security Checked
8/28/2026 12:05:10 PM
Envelope Updated
Security Checked
8/28/2026 12:05:11 PM
Envelope Updated
Security Checked
8/31/2026 11:42:38 AM
Envelope Updated
Security Checked
8/31/2026 11:42:38 AM
Envelope Updated
Security Checked
8/31/2026 2:19:44 PM
Envelope Updated
Security Checked
8/31/2026 2:19:44 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: James Thurman, Jennifer Basham, Kristi Gilbert, Monica Martin, Loren Jones
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
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CONTRACT FOR THE DESIGN AND COMMISSION
OF PUBLIC ARTWORK (FILE 8773)
This Contract for the Design and Commission of Public Artwork
is made and entered into as of _______________ by and between the City of Denton, a
Texas home-rule municipality City, and Denton Maker Center ( or
).
ARTICLE I. INTRODUCTION
1.1 Purpose
The purpose of this Agreement is to state the terms and conditions under which the Artist
shall execute, fabricate, and install the Artwork, as defined herein, in accordance with the
Final Design as shown in Exhibit A at the location described and depicted in Exhibit B as
described in this Contract. The Artist shall retain artistic control of the services performed
under this Contract, subject only to the limitations and conditions imposed by this
Contract.
1.2. Definitions
The following terms, as used in this Contract, have the meanings identified below. Terms
not defined below will have their ordinary and customary meanings, as generally used in
the field of public art.
(aContract Administrator for the
Artist to take an action under this Contract.
(b
(c
constructed, and installed by the Artist as set out in this Contract.
(dDenton, acting by and through its duly authorized City
Manager or designee.
(e the Design and Commission of Public
Artwork between the City and the Artist, including any and all attachments, exhibits, and
amendments.
(fParks and Recreation
Department, or his designee.
(g
the Artist pursuant to this Contract.
(h
between the Parties, and is the date provided in the heading of this Contract.
(imeans Fire Station #5 located at 2230 W. Windsor Drive, Denton, TX 76207
(jFinal Design the Final Design of the Artwork depicted in Exhibit A.
(k
action, or readiness to take action, authorized or required by the Contract.
(l
collectively.
(m
Artist, for input and Approval from the City, to address the design, fabrication, delivery,
transportation, and installation of the Artwork.
(non which the Artwork will be installed.
1.3. Term of the Contract
The term of this Contract shall begin on the Effective Date and end on April 19, 2027,
unless terminated earlier in accordance with the requirements of this Contract.
2.1. General Services
(a) The Artist shall not start any work under this Contract until the Artist receives the
Notice to proceed from the City.
(b) The Artist shall determine the artistic expression, scope, design, color, size, material,
and texture of the Artwork, subject to Approval by the City.
(c) The exact location of the Site will be mutually agreed upon by the Parties and shall be
within the area depicted on Exhibit B.
(d) The Artist may request, at any time, all information, materials, and scaled drawings of
the Site, if available, and any reasonable assistance required by the Artist to enable the
Artist to perform the services required by this Contract. To the extent such information is
provide such information to the Artist.
2.2. Schedule
(a) Prior to beginning any other work under this Contract, the Artist shall develop and
provide to the City a tentative Schedule with a delivery date of not later than October 30,
2026.
(b) The Artist shall coordinate with the City in order to ensure that all relevant dates and
times are included and accounted for in the Schedule.
(c) The City will either issue Approval of the Schedule, with or without modifications, or
reject the draft Schedule. If the City rejects the draft Schedule, the Artist shall revise and
resubmit the draft Schedule within the time period required by the City in its Notice of
rejection.
(d) When the City gives its Approval of the Schedule, either with or without
modifications, it will issue Notice to the Artist to proceed with the design of the Artwork.
(e) Once approved by the City, the Schedule shall control all design, review, fabrication,
implementation, transportation, installation, and completion deadlines for the Artwork.
2.3. Changes to the Schedule
(a) The Artist may only make modifications to the approved Schedule upon written
request to, and Approval of, the City. The City may request from the Artist any
information or documentation it deems necessary in order to evaluate any request to
amend the approved Schedule.
(b) The City may, on its own initiative and at any time, direct any changes to the
approved Schedule it deems necessary or appropriate.
2.4. Design
(a) The Artist shall perform all services, including but not limited to meeting with City
staff and City-designated advisors and stakeholders as directed by the Contract
Administrator, in order to prepare the Final Design of the Artwork.
(b) The Artist shall perform as many inspections and investigations of existing Site
conditions as needed, prior to installation of the Artwork, and shall ensure that the Final
Design appropriately accounts for all existing Site conditions. If the Artist believes any
inspection of the Site and the Site materials provided by the City, the Artist must notify
the City prior to continuing with design and/or installation of the Artwork.
(c) Within 30 days after the Notice to Proceed by the City, the Artist shall prepare and
submit to the City, at a minimum, the following:
(1) Working drawings detailing all elements of the Artwork and the means of
installing the Artwork at the Site, together with the Design Sketches and any other
graphic material requested by the City. The drawings will become part of this Contract
upon receipt;
(2) A written maintenance plan that includes, but is not limited to, all technical
information about the materials, the strength, durability, and maintenance requirements of
the proposed Artwork, information on the appropriate maintenance and preservation of
the Artwork, and any associated replacement costs;
(3) A list of permits that will be required for the completion of the Artwork;
(4) An itemized budget for completion of the Artwork, including written vendor
quotes for all materials, fabrication, engineering, installation, permitting, insurance, and
any other associated costs; and
(5) An updated Schedule.
(d) Within 30 days of its receipt of the materials and information as set out in Subsection
2.4(c), the City will notify the Artist of any revisions to the Final Design required by the
City, which revisions shall automatically become incorporated into the Final Design. The
reasons the City may require the Artist to revise the Final Design, include but are not
limited to:
(1) To comply with any applicable statutes, ordinances, or regulations;
(2) To account for any life, health, safety, or security concerns; and
(3) Any non-aesthetic reason that the City, in its sole judgment and discretion,
deems necessary or appropriate.
2.5. Fabrication
(a) Following City approval of the Final Design, the City will issue Notice to proceed
with fabrication to the Artist, which will advise the Artist of any required modifications
to the Schedule.
(b) After the City provides Notice to proceed, the Artist shall begin fabrication and
installation of the Work at the Site in accordance with the Schedule.
(c) The City shall have the right to review the Artwork at reasonable times and locations
throughout the fabrication and installation process. The Artist shall submit to the City any
progress reports requested by the City or identified in the Schedule.
(d) Upon completing the fabrication of the Artwork and prior to beginning any
transportation or installation, the Artist shall:
(1) Give the City Notice that all pre-installation fabrication is complete and that
the Artist is ready to begin installation of the Artwork at the Site;
(2) Conduct any further Site inspections necessary to verify that installation of the
Artwork can proceed according to the Final Design. The Artist shall immediately give
Notice to the City of any changes to the Site observed since the inspection conducted
pursuant to Section 2.4, and the Parties will resolve any such changes via the change
procedures set out in Section 2.8 prior to installation;
-installation meetings as
necessary to allow the Artist to adequately plan for delivery and installation of the
Artwork; and
(4) Obtain all required permits for delivery and installation of the Artwork.
2.6. Installation
-installation fabrication is
complete and any Site issues are resolved, the City will give Notice to the Artist
authorizing installation of the Artwork at the Site. The Artist shall only start installation
successfully complete any Site-specific or general safety training prior to entering the
Site.
(b) If the City fails to provide notice to proceed with installation within the timeframe
specified in the Schedule, despite the fact that the Artist is ready and able to begin
Artist for reasonable, documented storage costs at a commercially reasonable rate, or
shall arrange and pay for alternative storage. If the Artist is unable to do so, and provides
a written explanation to the City, the City will either:
(1) make arrangements for storage of the Artwork at a City-controlled or
commercial storage facility; or
(2) direct the Artist to obtain three quotes for storage at a commercial storage
facility, approve one of the quotes, and agree to reimburse the Artist for any direct, out-
of-pocket, reasonable transportation and storage costs incurred by the Artist. Any
reimbursements to which the City agrees will be reduced to writing in a Contract
amendment.
(c) The Artist shall remain responsible for all expenses, labor, and equipment necessary
to prepare the Site for installation of the Artwork.
(d) The Artist shall take all necessary precautions to protect and preserve the integrity and
finish of adjacent surfaces and landscaping features while installing the Artwork. If
requested by the City, the Artist shall return adjacent surfaces or landscape features
impacted by the installation to the condition that existed prior to installation of the
Artwork.
(e) At all times during the installation of the Artwork, the Artist shall comply with all
posted safety information signs and shall comply with all requirements for use of
personal protective equipment. The Artist shall comply with any directive necessary for
the preservation of life, health, or property that is given by the City or any law
enforcement or administrative officer with jurisdiction over the Facility.
2.7. Changes to the Artwork
(a) At any time prior to closeout as set out in Section 2.9, the Artist may make changes to
the Final Design or the Artwork, whether for aesthetic, safety, construction, or other
reasons, and the City may likewise direct the Artist to make changes to the Final Design
or Artwork for any nonaesthetic reason. Such changes to the Final Design or Artwork
shall be made as follows:
(1) Minor changes to the Final Design or Artwork initiated by the Artist require
Notice to, but not Approval from, the City. Minor changes are changes that do not impact
the overall scope, layout, color, shape, size, material, texture, or structural elements of the
Artwork. The City has the sole discretion to determine what constitutes a minor or major
change. The Artist may consult with the Contract Administrator, as needed, to ensure
changes are properly classified as minor and major. The City may also reject, for non-
aesthetic reasons, a minor change within 20 days of receipt of the Notice from the Artist
of the change.
(2) Major changes to the Final Design or Artwork initiated by the Artist require
Approval by the City. Major changes include, but are not limited to, changes to the
overall scope, layout, imagery, color, shape, size, material, texture, or structural elements
of the Artwork. The City may reject any proposed major change for any reason. If the
City rejects a major change, the Artist shall either continue with the Final Design as
approved by the City or shall revise and resubmit the proposed major change within 10
days of the City's original rejection. If the City rejects any re-submitted change, the City
may terminate this Contract for convenience pursuant to Section 5.4, if the Artist will not
revert to the Final Design without the proposed changes.
(b) All major changes initiated and approved under this Section 2.7 shall be documented
in a Contract amendment, executed by both Parties. The City may, in its sole discretion,
determine that any change, whether initiated by the City or by the Artist, warrants an
adjustment of the Contract Price or the Schedule, or both. Any adjustment to the Contract
Price shall be included in a corresponding Contract amendment. Any adjustment to the
Schedule must be documented and provided to both Parties. If the City does not change
the Contract Price, the Artist shall bear the sole risk and cost of any changes to the Final
Design or Artwork.
2.8. Completion
(a) The Artist shall give Notice to the City when the Artist believes the installation of the
Artwork is complete. The Artist shall attend any inspection of the Artwork by the City.
(b) If the City determines that the Artwork is unsafe, incomplete, or materially
inconsistent with the Final Design, the City may take any of the following actions:
(1) Accept the Artwork as constructed and installed, reserving its right to modify
the Contract Price to address the unsafe, incomplete, or materially inconsistent
conditions;
(2) Direct the Artist to correct any unsafe, incomplete, or materially inconsistent
Contract Price in order to account for any delays caused by the deficiencies. The Artist
exceed the time allotted under the Schedule; or
(3) Reject the Artwork and terminate this Contract for cause in the manner set out
in Section 5.4, reserving any and all other remedies available to the City under this
Contract or applicable law. If the City terminates this Contract for cause under this
Section, the opportunity to cure provided in that Section will not apply.
(c) The Artist shall be responsible for any and all clean-up of the Site, including the
proper recycling or disposal of any unused, excess, or leftover materials not incorporated
into the Artwork. If the Artist fails to do this and the City incurs additional costs to clean
up the Site, the City shall be entitled to deduct all such costs from the final milestone
payment.
(d) If the City accepts the Artwork, either with or without modifications to the Contract
Price, the City will issue a Certificate of Completion in a form provided by the City. The
issuance of a Certificate of Completion does not waive any rights or remedies afforded
work.
2.9. Closeout
(a) Within 30 days after installation of the Artwork is complete and the City has accepted
the Artwork, the Artist shall submit to the City the following:
(1) A full set of as-builts (updated plans, specifications, and documentation)
reflecting the actual installation of the Artwork and noting any deviations from the Final
Design;
(2) A final maintenance plan;
(3) A final budget report, if requested by the City;
(4) A plaque information form, if requested by the City; and
(5) An affidavit of bills paid, in a form provided by the City.
(b) Within 30 days after the Artist provides the documents specified above in this Article,
2.10. Lectures and Public Education
The Artist shall, if requested by the City, attend and present at least one lecture or other
public education event to an audience designated by the City, in the format requested by
the City and on a mutually agreeable date and time. The public education event, if
required by the City, shall be without additional compensation to the Artist.
ARTICLE 3. PAYMENT TO ARTIST
3.1. Contract Amount
The Contract Price for this Contract is $187,000.
3.2. Full Consideration
In exchange and consideration for the Artist undertaking the obligations in this Contract,
the City agrees to pay the Artist the Contract Price. The Artist agrees that the Contract
Price is the only compensation owed to the Artist under this Contract, and agrees to be
solely responsible for all costs related to design, execution, fabrication, transportation,
travel, delivery, mailing, shipping, delivery, installation, labor, insurance, permitting and
licensing, and any other costs incurred by the Artist in fulfilling all obligations under this
Contract.
3.3. Payment Schedule
(a) Payment of the Contract Price will be in the following percentages and at the
following payment milestones:
Milestone 1 $20,000 within 30 days of the City giving Notice to proceed
with design of the Artwork.
Milestone 2 $147,000 within 30 days of the City Notice to proceed with
Artwork fabrication.
Milestone 3 - $20,000 within 30 days after the Artist gives Notice to the
City of completion of Artwork and has transferred title to the Artwork to
the City.
(b) The City may, at its option, withhold payment otherwise due under this Contract in
order to offset any debt (including taxes) lawfully owed by the Artist to the City,
regardless of whether the amount due arises pursuant to the terms of this Contract or
otherwise and regardless of whether or not the debt due to City has been reduced to
judgment by a court.
3.4. Tax-Exempt Status
The Artist acknowledges that the City is a tax-exempt organization, and that no state or
local sales taxes, and no federal excise tax, will be due on the Artwork or the materials
and supplies used in the design and fabrication of the Artwork. Upon request of the
Artist, the City will provide Artist with a Texas Sales Tax and Local Sales Tax
Exemption Certificate for Contractors. The Artist shall only use this certificate in
accordance with law. The City shall not reimburse the Artist for state sales tax, local sales
tax, or federal excise tax.
ARTICLE 4. THE ARTWORK
4.1. Warranties and Representations
(a) The Artist warrants and represents that:
(1) The Final Design and Artwork are and shall be original creations of the Artist
and is not the subject of an existing patent or copyright owned by any other person.
(2) The Artist has obtained, or shall obtain prior to any incorporation or use, the
written approval and consent of any required third party for the use of any portion of the
Final Design or the Artwork that is not the original work of the Artist.
(3) Except as otherwise disclosed to the City in writing, the Final Design is and
shall be free of any defects of design.
acceptance of the Artwork, that:
(A) The execution and fabrication of the Artwork shall be performed in a
good and workmanlike manner;
(B) The Artwork, as fabricated and delivered, shall be free of defects in
material and workmanship, including any defects consisting of inherent vice or
qualities that may cause or accelerate deterioration of the Artwork; and
(C) Reasonable maintenance of the Artwork shall not require procedures
substantially in excess of those described in the final maintenance plan required
by Section 2.4(b)(2).
(b) The City will give Notice to the Artist of any observed breach of these warranties and
representations. Once notified by the City, the Artist shall, at no cost to the City,
promptly cure the breach or breaches consistent with professional conservation standards,
including but not limited to cure by repairing or refabricating the Artwork or any
necessary portion of the Artwork.
4.2. Ownership
(a) The Artist will remain the owner of the Final Design and Artwork until title transfers
to the City as follows:
the Artist a Transfer of Title for Public Artwork.
(2) On issuance of the Transfer of Title for Public Artwork, the City shall become
the owner of the Final Design and the Artwork, without restriction on future use except as
provided below, and shall also take title in and to any and all drawings, renderings,
sketches, models, and any other documents and materials created by the Artist in
furtherance of the Final Design or the Artwork. The Artist shall promptly deliver to the
(b) The Artist will retain all reproduction rights afforded by the Copyright Act of 1976, as
currently codified and amended, and any other reproduction rights in and to the Artwork
except as limited by and in this Contract.
(1) The Artist may not make any additional exact duplicate or three-dimensional
scale reproductions of the Artwork and may not grant permission to do so to any third
parties except with Approval from the City. The Artist retains the right to make 2-D
reproductions of the work for use in promotional materials, portfolios, websites and other
locations where the artist is promoting the Artwork. If the Artist is granted Approval by
the City to reproduce the Artwork in a limited edition, the Artist agrees to include on or
in any form of reproduction of the Artwork initiated or authorized by the Artist a credit to
(2) The Artist grants to the City and its assigns an irrevocable license to
graphically depict or display the Artwork or make two-dimensional reproductions of the
Artwork for any municipal or public purpose, including but not limited to any publicity
the City deems appropriate or beneficial.
(3) All reproductions by the City shall credit the Artist and include a copyright
Any reproductions of the Artwork made by the
and commissioned by the City of Denton
4.3. Insurance and Risk of Loss
(a) The Artist shall bear all risk of loss and damage to the Artwork until title transfers to
the City as set out in Section 4.2.
(b) The Artist agrees to carry insurance in the types and amounts indicated in Exhibit C.
in place before the Artist begins any work on the Site, including but not limited to
installation of the Artwork and any predicate Site preparation.
(2) Commercial General Liability insurance coverage and Automobile Liability
insurance coverage must be in place no later than 30 days after the Effective Date.
(3) Professional Liability insurance coverage for any design professional must be
in place at the time the design professional places her/his seal on design drawings
submitted to the City.
(4) If the Artist is fabricating the Artwork anywhere other than the Site location, a
Fine Arts Floater or other Property Insurance must be in place before fabrication of the
Artwork begins.
(c) Approval by the City of any insurance obtained by the Artist will not diminish or
decrease the liability of the Artist under this Contract.
4.4. Visual Artists Rights Act
(a) The Artist agrees and understands that nothing in this Contract shall affect or limit the
alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell,
or transfer, in whole or in part, the Artwork when the City deems it necessary within its
reason.
(b) When a work of visual art is incorporated in or made part of a City-owned building in
such a way that removing the work from the building will cause the destruction,
distortion, mutilation, or other modification of the work, the City shall have absolute,
unrestricted rights incidental to its full ownership of the final artistic work to alter,
change, modify, destroy, remove, move, replace, transport, or transfer, in whole or in
part, the final artistic work when the City deems it necessary within its discretion in order
to exercise the City's powers and responsibilities in regard to public works and
improvements, in furtherance or the City's operations or for any other good cause.
(c) The City shall make a good faith effort to provide the Artist with prior Notice of the
mutilate, or otherwise modify the Artwork. After the Artwork is owned by the City,
Artist specifically waives the right to bring a legal action for injunction, money
damages, legal fees or any other legal or equitable remedy against the City, its
agents and employees, for relocation, damage, modification, or destruction of the
Artwork whether intentional, unintentional, negligent, or grossly negligent.
(d) To the extent this Section is inconsistent with federal, state, or local law or any
applicable rights, including the 1990 Visual Artists Rights Act, the Artist waives any
right to preservation of the Artwork provided by those laws. Artist shall retain the right
to disclaim authorship of the Artwork as set forth in the 1990 Visual Artists Rights Act.
(e) Option to Re-Acquire. Notwithstanding any other provision in this Contract, if at
any time the City decides to destroy, remove and not reinstall, or otherwise permanently
dispose of the Artwork, the City shall first provide written Notice to the Artist of its
intent. The Artist shall have thirty (30) days from receipt of such Notice to notify the City
in writing of its election to re-acquire the Artwork. Upon such election, the City shall
transfer title of the Artwork back to the Artist at no cost (other than reasonable
transportation and removal costs, which shall be borne by the Artist), and the Artist shall
be responsible for removing the Artwork from the Site within a reasonable time period
mutually agreed upon by the Parties. If the Artist does not elect to re-acquire the Artwork
within the thirty (30) day period, the City may proceed with its intended action.
4.5. Maintenance, Repairs, and Alteration to the Artwork
(a) The City recognizes that maintenance of the Artwork on a regular basis is essential to
the integrity of the Artwork. The City shall have the sole right to determine whether,
when, and to what extent any repairs or restorations of the Artwork will occur. All
repairs and restorations, whether by the City or by the Artist, will be made in accordance
with then-current, generally accepted principles of conservation. To the extent this
Section is inconsistent with any rights, including moral rights, which would otherwise be
provided to the Artist by applicable law, including the 1990 Visual Artists' Rights Act as
codified and amended, the Artist waives any right to preservation of the Artwork
provided by those laws. The Artist will retain the right to disclaim authorship of the
amended. The City will have the right at any time to either move the Artwork or remove
it from public display. The City will also have the right, in its discretion and at any time,
to sell, trade, or otherwise transfer ownership of the Artwork.
(b) The obligations of the City, and the rights of the Artist, set out in this Section shall not
survive the death or legal incapacity of the Artist.
(c) First Right of Refusal for Repairs and Restorations. The City shall provide the Artist
with written Notice of any planned repairs, restorations, or conservation work on the
Artwork. The Artist (or a conservator designated by the Artist and approved by the City,
such approval not to be unreasonably withheld) shall have the first right of refusal to
perform such repairs or restorations at a price and on terms to be mutually agreed upon.
notify the City whether it elects to perform the work. If the Artist declines or fails to
respond within this period, the City may proceed with the repairs or restorations using a
qualified third party, provided that all work shall be performed in accordance with
generally accepted principles of conservation.
ARTICLE 5. CONTRACT MANAGEMENT
5.1. Amendment in Writing
This Contract may be modified only by a writing properly executed by each of the
Parties. Neither any representation or promise made after the execution of this Contract,
nor any modification or amendment of this Contract, shall be binding on the Parties
unless made in writing and properly executed by each of the Parties.
5.2. Subcontracting by the Artist
(a) The Artist may subcontract portions of the services to be provided under this
fabrication methodology, or visual quality of the Artwork.
(2) The Artist is responsible for all work performed by subcontractors.
(3) The Artist shall remain fully responsible to the City for the actions of any
subcontractors engaged by the Artist.
(4) Any subcontract must be in writing, must attach this Contract as an exhibit,
and must acknowledge the supremacy of this Contract in the case of any conflict between
the two. All subcontractors shall remain subject to the terms of this Contract at all times.
(5) Prior to the Artist entering into a subcontract, the Artist shall give Notice to
the City, identifying the proposed subcontractor, the proposed scope(s) of work, and the
dollar amount of the subcontract. The City may reject a subcontractor proposed by the
Artist. If the City rejects a proposed subcontractor, the Artist may not use that
subcontractor on this Contract.
(6) The Artist shall require each subcontractor, as a condition to entering into each
C.
The Artist shall further obtain, on request from the City, a certificate or certificates of
insurance sufficient to satisfy the City that each subcontractor is in compliance with the
insurance requirements of this Contract.
5.3. Termination for Cause
(a) In the event of a default by the Artist, the City shall have the right to terminate the
Contract for cause, by written notice effective ten (10) calendar days, unless otherwise
specified, after the date of such notice, unless the Artist, within such ten (10) day period,
cures such default, or provides evidence sufficient to prove to the Cityeasonable
satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages,
costs, losses, and expenses, incurred by the City as a result of the default,
including, without limitation, cost of cover, reasonable attorney fees, court costs, and
prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in
the event of a default by the Artist, the City may remove the Artist from the City
vendor list for three (3) years and any future offer submitted by the Artist may be
disqualified for up to three (3) years. All rights and remedies under the Contract are
cumulative and are not exclusive of any other right or remedy provided by law.
(b) The City may also terminate this Contract for cause if the Artist dies or becomes
physically or legally incapacitated during the term of this Contract. Termination under
guardian, as applicable. All finished and unfinished drawings, sketches, photographs,
incapacity, the Final Design is approved by the City or the Artwork has progressed to the
intended results and giving proper credit and acknowledgement to the Artist.
5.4. Termination for Convenience
The City shall have the right to terminate the Contract, in whole or in part, without cause
any time upon thirty (30) calendar dayprior written Notice to Artist. If the City
terminates this Contract for convenience, the Artist shall immediately stop performance
under this Contract (unless the Notice directs otherwise) and deliver all drawings,
renderings, maquettes, sketches, models, and any other documentation and materials
created by the Artist for the Final Design or creation of the Artwork to the City within 10
business days. If the City approves reimbursements for purchases of materials used for
the development of the design in excess of the payments the Artist received prior to the
receipts documenting such material purchases.
5.5. Appropriation
only from funds appropriated or available for the purpose of this Contract. If the City
does not appropriate funds for this Contract, or if there are no other lawfully available
funds for this Contract, this Contract is void. The City shall provide the Artist with
Notice of the failure of the City to make an adequate appropriation for any fiscal year to
pay the amounts due under this Contract, or of the reduction of any appropriation to an
amount insufficient to permit the City to pay its obligations under this Contract.
5.6. Force Majeure
(a) Each Party agrees to excuse the failure of the other Party to perform its obligations
under this Contract to the extent, and for a period of time during which, the failure is
caused by an event of Force Majeure. An event of Force Majeure is any event or
circumstance which prevents or delays performance of any obligation arising under this
Contract, but only if and to the extent the event or circumstance is not within the control
of the Party seeking to have its performance obligation excused and which the Party was
unable by the exercise of due diligence to avoid or prevent. Events of Force Majeure
include acts of God, riots, sabotage, civil disturbances, acts of domestic or foreign
terrorism, lightning, earthquakes, fires, storms, floods, and landslides. Events of Force
its ability to perform.
(b) The Party invoking Force Majeure shall give timely and adequate Notice to the other
Party, by e-mail or orally but confirmed promptly in writing, and shall use due diligence
to remedy the effects of an event of Force Majeure as soon as reasonably possible. In the
day-for-day, provided that an event of Force Majeure shall not last more than 90 days. If
days, the City shall have the right to terminate this Contract upon Notice to the Artist.
The Contract shall terminate immediately upon receipt of such Notice.
5.7. Notices
(a) Unless explicitly stated elsewhere in this Contract, all Notices must be given in the
manner set out in this Section in order to be effective.
(b) Any Notice required or allowed to be given or to be served in connection with this
Contract will be deemed delivered and received on the earlier of the date actually
received or a date that is:
(1) Three calendar days after being deposited in the United States mail, if sent via
certified mail, properly addressed and with postage prepaid; or
(2) The date delivery is originally scheduled to occur, if sent via a reputable
overnight courier service.
(c) Notice to each Party must be given as follows:
The City:
The City of Denton
Attn: Director of Parks and Recreation
321 E. McKinney St
Denton, TX 76201
The Artist:
Denton Maker Center
728 N. Elm St.
Denton, TX 76201
(d) The Parties will each have the right to change their respective addresses for Notice
purposes, and will have the right to specify as its address any other address within the
(e) The Artist is responsible for giving prompt Notice to the City of any changes to the
5.8. Right to Assurance
its obligations under this Contract, that Party may make demand on the other Party for
written assurance of the intent to perform. The Party who is asked for assurance has 10
business days to provide Notice of its written assurance of intent to perform. If the Party
fails to provide the assurance, the demanding Party may treat this failure as an
anticipatory repudiation of the Contract and terminate the Contract for cause.
ARTICLE 6. TERMS AND CONDITIONS
6.1. Right to Audit
The Artist agrees that the representatives of the Office of the City Auditor, or other
authorized representatives of the City, shall have access to, and the right to audit,
Artist shall retain all such records for a period of three years after final payment on this
Contract or until all audit and litigation matters that the City has brought to the attention
of the Artist are resolved, whichever is longer. The Artist agrees to refund to the City any
overpayments disclosed by any such audit.
6.2. Indemnification
(a) THE ARTIST SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE
CITY, ITS OFFICERS, APPOINTED OR ELECTED OFFICIALS, EMPLOYEES,
AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (THE
DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS
IT ARISES DIRECTLY OR INDIRECTLY OUT
OF (A) A BREACH OF THIS CONTRACT OR VIOLATION OF LAW BY THE
SUCCESSORS, B) A FALSE
REPRESENTATION OR WARRANTY MADE BY THE ARTIST PARTIES IN
THIS CONTRACT, (C) THE DESIGN OR INSTALLATION OF THE
ARTWORK, (D) THE INTELLECTUAL PROPERTY INVOLVED IN THE
DESIGN AND CREATION OF THE ARTWORK, AND (E) THE NEGLIGENCE,
WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT
LIABILITY BY THE ARTIST PARTIES IN CONNECTION WITH THIS
CONTRACT. CLAIMS TO BE INDEMNIFIED INCLUDE CLAIMS FOR
BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE,
LOSS OF SERVICES WAGES OR INCOME, DAMAGE, DESTRUCTION, OR
IN THE EVENT A CLAIM IS CAUSED, IN PART, BY THE ALLEGED
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED
PARTIES.
(b) The City shall give the Artist Notice of any Claim asserted against an Indemnified
Party. The Artist shall assume on behalf of the Indemnified Parties and conduct with due
diligence and in good faith the defense of all Claims against the Indemnified Parties. The
Indemnified Parties shall have the right (but not the obligation) to participate in the
defense of any claim or litigation with attorneys of their own selection without relieving
the Artist of any obligations in this Contract. In no event shall the Artist admit liability on
the part of an Indemnified Party without the prior, written consent of the City Attorney.
obligations under this Section. The Artist shall require all subcontractors to indemnify the
City in the same manner as provided in this Article.
6.3. Independent Contractor
This Contract shall not be construed as creating an employer/employee relationship, a
partnership, joint enterprise, or a joint venture between the Parties. The City and the
Artist are independent contractors. The Artist agrees and understands that this Contract
does not grant any rights or privileges established for employees of the City.
6.4. Competent, Orderly Workers
The Artist and any subcontractors of the Artist shall only employ orderly and competent
workers, skilled in the performance of the services that they will perform under the
employees may not:
(1) illegally use or possess any firearms, or
(2) use or possess alcoholic or other intoxicating beverages, illegal drugs, or
The workers may not be
intoxicated or under the influence of alcohol or drugs on the job.
If the City notifies the Artist that any worker is incompetent, disorderly or disobedient,
has knowingly or repeatedly violated City rules, has illegally possessed any firearms, or
has possessed or was under the influence of alcohol or drugs on the job, the Artist shall
immediately remove the worker and the worker may not be employed again for work on
6.5. Survival of Obligations
All provisions of this Contract that impose continuing obligations on the Parties,
including but not limited to warranty, indemnification, limitation of liability, and keeping
addresses for Notice current, shall survive the expiration or termination of this Contract.
6.6. Election of Remedies / No Waiver
Neither the exercise of nor the failure to exercise a right or to give notice of a claim under
this Contract shall constitute an election or waiver of remedies or limit a Party in any
manner in the enforcement of any other remedies that may be available to the Party,
whether at law or in equity.
6.7. Jurisdiction and Venue
This Contract is made subject to the City Charter and ordinances of the City, and all
applicable laws of the State of Texas, without regard to conflicts of laws principles which
would apply the law of any other jurisdiction. The courts of Texas shall have jurisdiction
of any dispute arising out of or concerning this Contract, either administrative or judicial,
and venue shall be proper and lie exclusively in Denton County Texas.
6.8. Severability
If a court of competent jurisdiction determines that a term or provision of this Contract is
void or unenforceable, the remainder of this Contract remains effective to the extent
permitted by law.
6.9. Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract.
terms in Section 808.001 of the Texas Government Code. By signing this agreement,
that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the agreement. Failure to meet or maintain the requirements under this provision
will be considered a material breach.
6.10. Prohibition on Contracts with Companies Boycotting Certain Energy
Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains written verification from the company that it (1)
does not boycott energy companies; and (2) will not boycott energy companies during the
meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
written verification to the City that Contractor: (1) does not boycott energy companies;
and (2) will not boycott energy companies during the term of the agreement. Failure to
meet or maintain the requirements under this provision will be considered a material
breach.
6.11. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities
and Firearm Trade Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains written verification from the company that it (1)
does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. The terms
2274 of the Texas Government Code. By signing this agreement, Contractor certifies
1)
does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. Failure to
meet or maintain the requirements under this provision will be considered a material
breach.
6.12 Prohibition On Contracts With Companies Doing Business with Iran, Sudan,
or a Foreign Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting
with companies that do business with Iran, Sudan, or a foreign terrorist organization. By
written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is
not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign
terrorist organization. Failure to meet or maintain the requirements under this provision
will be considered a material breach.
6.13 Termination Right for Contracts with Companies Doing Business with Certain
Foreign-Owned Companies
The City of Denton may terminate this Contract immediately without any further liability
if the City of Denton determines, in its sole judgment, that this Contract meets the
requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by
or the majority of stock or other ownership interest of the company is held or controlled
by individuals who are citizens of China, Iran, North Korea, Russia, or other designated
country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or
other designated country.
6.14. Execution in Counterparts
This Contract may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which, taken together, shall
constitute one and the same Contract.
6.15. Mutual Drafting
This Contract shall be deemed to be the joint work product of the Parties and any rule of
construction that a document shall be interpreted or construed against the drafter shall not
be applicable to this Contract.
6.16. Complete Agreement
This Contract constitutes the entire agreement and understanding between the Parties and
supersedes all previous agreements, understandings, discussions, and representations
concerning its subject matter. This Contract includes the following exhibits, which are
incorporated into this Contract by reference:
Exhibit A. Depiction of Artwork
Exhibit B. Facility and Site Location
Exhibit C. Insurance Requirements
Exhibit D. Certificate of Interested Parties Electronic Filing
Exhibit E. Conflict of Interest Questionnaire
The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
\[Signature on following page
IN WITNESS HEREOF, City and Artist have hereby executed this Agreement;
the City acting by and through its duly-authorized Purchasing Agent; and the Contractor
acting by and through its duly-authorized, undersigned officer, on this date
________________________.
ARTIST:
DENTON MAKER CENTER
__________________________________
Signature
Name: ____________________________
Title: _____________________________
CITY:
CITY OF DENTON
BY:
Cassey Ogden, Interim City Manager
ATTEST:
KRISTI GILBERT, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
Bsujotubmmbujpoupcfjotubmmfexjuijodmpvefebsfbcfuxffouifcvjmejohboetjefxbml/Jguijt
bsfbjtefufsnjofeupopucfbqqspqsjbufgpsjotubmmbujpo-bnvuvbmmzbhsffevqpompdbujpoxjmm
cfejtdvttfeczuifQbsujft/
EXHIBIT C
INSURANCE REQUIREMENTS AND
Upon contract execution, all insurance requirements shall become contractual obligations,
which the successful contractor shall have a duty to maintain throughout the course of this
contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the
Contractor shall provide and maintain until the contracted work has been completed and
accepted by the City of Denton, Owner, the minimum insurance coverage as indicated
hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of
insurance including any applicable addendum or endorsements, containing the contract
number and title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time; however,
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of
Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if
so noted:
Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured
retentions with respect to the City, its officials, agents, employees and volunteers; or, the
contractor shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents,
Employees and volunteers.
That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not
operate to increase the insurer's limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed before the
expiration date.
Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this contract
and, without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after expiration
of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the Contractor shall
either double the occurrence limits or obtain Owners and Contractors Protective Liability
Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of thelapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement effective
on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained
in compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
\[X\]A.General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with
Combined Single Limits (CSL) of not less than $500,000 either in a single policy
or in a combination of basic and umbrella or excess policies. The policy will include
bodily injury and property damage liability arising out of the operation,
maintenance and use of all automobiles and mobile equipment used in conjunction
with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement
for:
any auto, or
all owned hired and non-owned autos.
\[ \]
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
pensation
Commission (TWCC).
\[ \] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
\[ \] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
\[ \] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
\[ \] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
\[ \] Riggers Insurance
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
CGL coverage
\[ \] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
ployees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than $________________ each occurrence are required.
\[ \] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
ATTACHMENT 1
\[ \]
Entities
A. Definitions:
Certificate of coverage ("certificate")- A copy of a certificate of insurance, a certificate of authority
to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-
83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's
or entity's employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the project until the
contractor's/person's work on the project has been completed and accepted by the governmental
entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or
entities performing all or part of the services the contractor has undertaken to perform on the
project, regardless of whether that person contracted directly with the contractor and regardless of
whether that person has employees. This includes, without limitation, independent contractors,
subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity,
or employees of any entity which furnishes persons to provide services on the project. "Services"
include, without limitation, providing, hauling, or delivering equipment or materials, or providing
labor, transportation, or other service related to a project. "Services" does not include activities
unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of
portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any overage agreements, which meets the statutory requirements of
Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior to being
awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends during the
duration of the project, the contractor must, prior to the end of the coverage period, file a new
certificate of coverage with the governmental entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and provide to the
governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of coverage showing coverage for
all persons providing services on the project; and
2. no later than seven days after receipt by the contractor, a new certificate of coverage showing
extension of coverage, if the coverage period shown on the current certificate of coverage ends
during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the project
and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the contractor knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner prescribed
by the Texas Workers' Compensation Commission, informing all persons providing services on
the project that they are required to be covered, and stating how a person may verify coverage and
report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to provide
services on a project, to:
1. provide coverage, based on proper reporting of classification codes and payroll amounts and
filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all of its employees providing services on the project, for the duration of
the project;
2. provide to the contractor, prior to that person beginning work on the project, a certificate of
coverage showing that coverage is being provided for all employees of the person providing
services on the project, for the duration of the project;
3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage
showing extension of coverage, if the coverage period shown on the current certificate of coverage
ends during the duration of the project;
4. obtain from each other person with whom it contracts, and provide to the contractor:
a. a certificate of coverage, prior to the other person beginning work on the project; and
b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage
period, if the coverage period shown on the current certificate of coverage ends during the duration
of the project;
5. retain all required certificates of coverage on file for the duration of the project and for one year
thereafter;
6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days
after the person knew or should have known, of any change that materially affects the provision
of coverage of any person providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as required by paragraphs
(1) - (7), with the certificates of coverage to be provided to the person for whom they are providing
services.
J. By signing this contract or providing or causing to be provided a certificate of coverage,
the contractor is representing to the governmental entity that all employees of the contractor who
will provide services on the project will be covered by workers' compensation coverage for the
duration of the project, that the coverage will be based on proper reporting of classification codes
and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance
carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance
Regulation. Providing false or misleading information may subject the contractor to
administrative penalties, criminal penalties, civil penalties, or other civil actions.
contractor which entitles the governmental entity to declare the contract void if the contractor does
not remedy the breach within ten days after receipt of notice of breach from the governmental
entity.
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908
of the Government Code. The law states that the City may not enter into this contract
unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at
the time the Contractor submits the signed contract. The Texas Ethics Commission has
adopted rules requiring the business entity to file Form 1295 electronically with the
Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract
is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day
after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
Forvendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law thisquestionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendorcommits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Nameof vendor who has a business relationship with local governmental entity.
1
2
Check this box if you are filing an update to a previously filed questionnaire.
th
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3
Name oflocal government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Isthelocal government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is thevendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D.Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
CONFLICTOFINTERESTQUESTIONNAIRE
Forvendordoingbusinesswithlocalgovernmentalentity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
rd
Relative: a family member related to a City Official within the third 3 degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us
Revised 11/30/2015
Certificate Of Completion
Envelope Id: 457B9E96-2E98-8381-839E-462C7AD75974Status: Completed
Subject: Please DocuSign: City Council Contract 8773 Fire Station #5 Public Art
Source Envelope:
Document Pages: 46Signatures: 6Envelope Originator:
Certificate Pages: 7Initials: 1Cori Power
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-06:00) Central Time (US & Canada)cori.power@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: OriginalHolder: Cori PowerLocation: DocuSign
8/24/2026 9:42:06 AM cori.power@cityofdenton.com
Signer EventsSignatureTimestamp
Cori PowerSent: 8/24/2026 12:02:16 PM
Completed
cori.power@cityofdenton.comViewed: 8/24/2026 12:02:25 PM
Purchasing SupervisorSigned: 8/24/2026 12:02:43 PM
Using IP Address: 198.49.140.10
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lori HewellSent: 8/24/2026 12:02:46 PM
lori.hewell@cityofdenton.comViewed: 8/24/2026 1:15:21 PM
Purchasing ManagerSigned: 8/24/2026 1:16:45 PM
City of Denton
Signature Adoption: Pre-selected Style
Security Level: Email, Account Authentication
Using IP Address: 198.49.140.104
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Leah BushSent: 8/24/2026 1:16:48 PM
leah.bush@cityofdenton.comViewed: 8/24/2026 4:55:31 PM
Assistant City AttorneySigned: 8/27/2026 4:47:59 PM
Security Level: Email, Account Authentication
Signature Adoption: Pre-selected Style
(None)
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Not Offered via Docusign
James ThurmanSent: 8/27/2026 4:48:02 PM
President@dentonmakercenter.comResent: 8/28/2026 12:05:12 PM
President, Board of DirectorsResent: 8/28/2026 12:06:55 PM
Security Level: Email, Account Authentication Resent: 8/31/2026 11:42:38 AM
Signature Adoption: Pre-selected Style
(None)
Resent: 8/31/2026 11:47:25 AM
Using IP Address: 129.120.68.85
Resent: 8/31/2026 2:19:45 PM
Resent: 8/31/2026 2:20:11 PM
Viewed: 8/31/2026 2:20:29 PM
Signed: 8/31/2026 2:22:08 PM
Electronic Record and Signature Disclosure:
Accepted: 8/31/2026 2:20:29 PM
ID: d15b636b-178d-48e6-925b-aed1cd17eea7
Signer EventsSignatureTimestamp
Jennifer BashamSent: 8/31/2026 2:22:13 PM
Jennifer.Basham@cityofdenton.comResent: 9/1/2026 10:55:37 AM
Director of Parks and RecreationViewed: 9/1/2026 11:01:48 AM
Security Level: Email, Account Authentication Signed: 9/1/2026 11:14:17 AM
Signature Adoption: Pre-selected Style
(None)
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Accepted: 9/1/2026 11:01:48 AM
ID: 2b45049e-2c1a-45e5-a73e-f14053d321bb
Cheyenne DefeeSent: 9/1/2026 11:14:22 AM
Completed
cheyenne.defee@cityofdenton.comViewed: 9/23/2026 1:59:17 PM
Procurement Administration SupervisorSigned: 9/23/2026 1:59:32 PM
Using IP Address: 198.49.140.10
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Cassey OgdenSent: 9/23/2026 1:59:36 PM
Cassey.Ogden@cityofdenton.comViewed: 9/23/2026 5:17:54 PM
Interim City ManagerSigned: 9/23/2026 5:17:59 PM
City of Denton
Signature Adoption: Pre-selected Style
Security Level: Email, Account Authentication
Using IP Address: 198.49.140.10
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Kristin GilbertSent: 9/23/2026 5:18:02 PM
Kristi.Gilbert@cityofdenton.comViewed: 9/24/2026 9:11:48 AM
City SecretarySigned: 9/24/2026 9:12:12 AM
Security Level: Email, Account Authentication
Signature Adoption: Uploaded Signature Image
(None)
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Cheyenne DefeeSent: 8/24/2026 12:02:48 PM
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy EventsStatusTimestamp
Gretna JonesSent: 9/1/2026 11:14:22 AM
gretna.jones@cityofdenton.comViewed: 9/1/2026 12:49:03 PM
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary OfficeSent: 9/24/2026 9:12:16 AM
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Monica MartinSent: 9/24/2026 9:12:16 AM
monica.martin@cityofdenton.com
Program Area Manager-Aquatics
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/24/2026 9:05:30 PM
ID: f5f004c4-2bfc-4d2b-8e08-a3a6bc9e4205
Erica GarciaSent: 9/24/2026 9:12:18 AM
Erica.Garcia@cityofDenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Loren JonesSent: 9/24/2026 9:12:19 AM
Ltjones.sculpture@gmail.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/27/2026 6:37:41 PM
ID: 433d023e-32fe-4a92-b42a-28911667b424
Witness EventsSignatureTimestamp
Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted8/24/2026 12:02:16 PM
Envelope UpdatedSecurity Checked8/28/2026 12:05:10 PM
Envelope UpdatedSecurity Checked8/28/2026 12:05:10 PM
Envelope UpdatedSecurity Checked8/28/2026 12:05:10 PM
Envelope UpdatedSecurity Checked8/28/2026 12:05:11 PM
Envelope UpdatedSecurity Checked8/31/2026 11:42:38 AM
Envelope UpdatedSecurity Checked8/31/2026 11:42:38 AM
Envelope UpdatedSecurity Checked8/31/2026 2:19:44 PM
Envelope UpdatedSecurity Checked8/31/2026 2:19:44 PM
Certified DeliveredSecurity Checked9/24/2026 9:11:48 AM
Signing CompleteSecurity Checked9/24/2026 9:12:12 AM
CompletedSecurity Checked9/24/2026 9:12:19 AM
Payment EventsStatusTimestamps
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