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Res 21-40 Approving a contract with Artist Michael Singer for a Public Art installation project
TOWN OF WESTLAKE RESOLUTION 21-40 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A CONTRACT WITH THE ARTIST, MICHAEL SINGER, FOR A PUBLIC ART INSTALLATION PROJECT WITHIN THE COMMUNITY. WHEREAS, the Westlake Town Council, in its current Strategic Plan, has identified "Encourage Westlake's Unique Sense of Place" as well as "Preserve Desirability and Quality of Life" as Outcome Objectives in support of the stated Vision and Mission for the community; and, WHEREAS, the Town Council supports the use ofdistinctiveart installations as a part of our community growth; and, WHEREAS, the Town Staff and Consultants have worked with our partners to support this art project; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY: SECTIONI: That, all matters stated in the recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That, the Town Council of the Town of Westlake, hereby authorizes the Town Manager to execute the contract with Michael Singer (artist) for a public art installation attached to this resolution as Exhibit "A". SECTION 3: If any portion of this resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining prov is ions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Res 21-40 Page I of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 1't DAY OF NOVEMBER, 2021. ATTEST: . A a' Todd Wood, Town Secretary APPROVED AS TO FORM: -�� (Z., L. Stanton owry, Town Attorney La a Wheat, Mayor 61j,19t." A -/) Amanda DeGan, Town Manager TEXPS Res 21-40 Page 2 of 2 9 Request for Taxpayer Give Form to the Fom, (Rev. October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Singer Studio LLC 2 Business name/disregarded entity name, if different from above t7 a)person 3 Check appropriate box for federal tax classification of the whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes. certain entities, not individuals; see o. p ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate instructions on page 3): c single -member LLC Exempt p payee code (N any) .0 ❑� Umited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► C o Note: Check the appropriate box In the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting e LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is code (If any) 0 v another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of Its owner. o ❑ Other (see Instructions) ► AvPw+ to ac is mWntamdwMM use u.$) N5 Address (number, street, and apt, or suite no.) See instructions. Requester's name and address (optional) 321 NW 1st Avenue a City, state, and ZIP code Delray Beach FL 33444-2702 7 Ust account number(s) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN. However, fora resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Fimployer identification number Number To Give the Requester for guidelines on whose number to enter. j--T-7 I I I I I 0©100111711 n""M It Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (dofined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, can tyoli'of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and cl v ds, you are not r ed to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Here General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/F`ormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) Date ► • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) Resolution 21-40 -Exhibit "A" Singer Studio LLCStudioNoO v 8n ` � ,vrt>53�+ vrJrw m�Chaeisinger.Com in!oGc michaelsiriger com Studio Soulh 321 NW 1st Ave, Delray Beads, FL, 33W p. 561865.76M Cross Timbers Public Art Project for the Town of Westlake, Texas 9.27.21 Michael Singer is honored to be selected as the public artist for the Town of Westlake's first public art project. The public art project known as Cross Timbers (Project) will be built in the Solana Boulevard median just east of the Campus Circle roadway intersection and extending approximately 800' east (Site). The Site is within and owned by the Town of Westlake, Texas and is approximately 1 acre in size. The Client herein is understood to be the Town of Westlake, Texas (Client). Singer Studio LLC (SGS) is the business entity of artist Michael Singer and his studio. SGS plans to work with its Texas licensed engineer Colby Co Engineering (CCE) for all necessary engineering services; additional third -party service providers will be engaged for services such as, but not limited to, geotechnical reports and site surveys. This document shall serve as an Agreement between the Client and SGS. Cross Timbers Project Description Westlake's natural environment is defined by a landscape known as the Cross Timbers Region, named as such due to the bands of dense low growth forests encountered by early travelers as they headed west. American Forests in its article The Cross Timbers: The Ancient Forest at America's Crossroads notes: "the Cross Timbers represent a stark transition zone, marking the westernmost limit of the Eastern deciduous forests, and the eastern border of the Great Western Plains." The Cross Timbers speaks to the very nature of Westlake and is immortalized by one of America's greatest authors, Washington Irving in his 1832 book, A Tour on the Prairies. Cross Timbers, as a site -specific work of art, takes this "transition zone" between forest and prairie as a point of departure. The Project is envisioned as a field of gold and silver sculpted metallic elements shimmering in the sun and swaying gently in the wind. These sculpted pieces emerge from a forest of trees and are placed within swathes of native grasses, and are thus intended to both refence the golden grasses of the prairie as well as the "forests of cast iron" noted by Washington Irving when describing the Cross Timbers landscape. The sculpted elements are thin, like blades of grass rather than heavy trunks of trees, with the ability to sway in reaction to the wind. The wind driven movement of the elements will mirror the undulation of the grasses below, and together will express the hidden forces of the considerable wind in this region. In the evening these vertical forms will subtly glow from within, their swinging movement revealed by their patterns of light, creating an unexpected and magical environment. The Project is expected to vary seasonally, with significant swaying in the winter and spring and more subtle movement and stillness in the fall and summer. The golden colors of the late fall and winter grasses will blend beautifully with the subtle golden tones of the elements creating a palette quite different from the greens of spring and summer. The Cross Timbers Project has evolved over 20 months since April of 2019, when Michael Singer was selected as a semi-finalist in the public art competition initiated by the Client. Michael Singer won the competition and the Client engaged with Mr. Singer to advance the design of the Project, including a change of location to the current Site described above. This Agreement is based on the most current design package produced by SGS for the Project, dated August 71h, 2020 (Design Package) which has been approved by the Client, the Client's representatives for the Project and the Westlake Public Art Advisory Committee. SGS has been directed to develop the more dense version of the Project with approximately Singer Studio LLC Cross Timbers Public Art Project 09.27.21 Proposal 120 sculpted elements and the associated larger budget (see page 14 of the Design Package) Cross Timbers Project Scope As the artist for Cross Timbers, SGS and its consultants will ultimately be responsible for the design / engineering, prototyping, fabrication and installation of the artwork components of the Project. The artwork components include the approximately 120 sculpted vertical elements (Elements) as described in the Design Package. These Elements are 10' and 14' tall and include foundations, structural components, sculptural components and integrated light fixtures. It is understood that SGS is an art studio and that all technical aspects of the design including all engineering will be provided by CCE and other third -party consultants as necessary. Third -party consultants may include, but are not limited to surveyors, and geotechnical engineering companies. Any costs associated with such third -party consultants hired by SGS will be paid directly by SGS. SGS plans to create full-size prototypes of two Elements (Prototypes) in Vermont at the SGS North Studio where they will be studied for their ability to sway in various wind speeds. Working with CCE SGS will develop the swaying mechanisms and stops as necessary and will re -work aspects of the Prototypes until the desired swaying performance and other aesthetic characteristics are achieved. Sculptural patterns, finishes, and lighting will also be studied in the Prototypes. The Scope of Work of this Agreement (below) covers the design, engineering, cost estimating and prototyping of this Project, as well as associated project management in this phase of work. Upon the completion of the Scope of Work under this Agreement, SGS will provide a contract for fabricating and installing the Project. The Scope of Work of this Agreement will develop the design and engineering of the Elements with sufficient detail to estimate the price of each Element and therefore confirm the total number of Elements that will be fabricated under the Project Budget (see below). The Project Site is understood to be open and free for use by SGS to install the Project, including access for all necessary site work, staging, storage and equipment. Details of all required site conditions will be established between SGS and the Client in the future contract for fabrication and installation. Based on the information provided to SGS, it is understood that the Site is free of any utilities or underground conditions that are likely to impact the Project. There is a known duct bank located approximately in the center of the median of the Project Site, but is documented at a significant depth, which, if accurate, is not likely to impact or be impacted by the Project. It is understood that conduits providing power to the existing light fixtures are likely present and may be a power source for the internal lighting of Elements. SGS will research the viability of a solar array to power the internal lighting for all Elements at a conceptual level; this option shall be known as Add Alternate #2. SGS will seek input from local/regional third -party vendors to size and estimate the installed cost of Add Alternate #2. It is understood that the Client will be provided with landscaping and other improvements for the Site by a developer operating nearby as a part of that developer's agreed commitments to the Client. SGS will assist in providing the desired layout of trees and grasses (possibly wildflowers as well) for aesthetic intent only. The Client (working with the developer as appropriate) shall be responsible for all non -artwork site improvements including but not limited to: all new plantings and associated soils, mulch, irrigation, and soil amendments, landscape design including any sealed landscape architecture plans as necessary, removal/ modification of existing light fixtures (including any necessary engineering/ safety studies necessary to determine the viability of removing/ modifying the lighting), removal of existing sod, modification to any existing utilities that may be necessary to complete the Project including modifications/ extensions to the power supply for artwork lighting, any necessary permitting, and any consultant fees contracted by the Client related to this Project. The Client will ensure that SGS is consulted on all third -party work on or near the Project Site prior to the completion of any third -party design or start of any third -party construction. SGS's review and coordination of third -party work is covered under the Scope of Work below. Cross Timbers Project Budget SGS is being commissioned for the Cross Timbers Project with the denser layout as described on page 14 Singer Studio LLC Cross Timbers Public Art Project 09.27.21 Proposal = - _ of the Design Package. This denser layout will have approximately 120 Elements (as defined above), with the exact number of Elements to be confirmed prior to the contract for fabrication and installation. The budget for the Project (defined above) is $1,300,000 (Budget) which is inclusive of all design, engineering, surveys, geotechnical reports, shop drawings, fabrication, installation, prototyping, project management, and expenses (travel, insurance, printing, equipment, etc..). As noted above this Budget does not include 3'd party site work, landscaping, power supply or other utility work, modifications to existing lighting, roadways or curbs, engineering or surveying work associated with Add Alternates #1 or #2, or permitting (see above for additional items). Scope of Work This Agreement between the Client and SGS covers the design, engineering, cost estimating and prototyping for the Project. Upon the completion of the Scope of Work under this Agreement, SGS will provide a separate contract for fabrication and installation. The Scope of Work under this Agreement is as follows: 1. Concept Design: The initial conceptual design for Cross Timbers has developed over multiple iterations since April of 2019. The current Design Package has been approved by the Client, the Client's representatives for the Project and the Westlake Public Art Advisory Committee and serves as the Concept Design for this Project. This phase of work included multiple in -person meetings and site visits in 2019, and numerous meetings and presentations in 2020 to obtain approvals and support for the Project. Deliverable: Design Package and animations. This Scope item is complete. Site Documentation: SGS will hire a Texas Registered Professional Land Surveyor to produce a signed/sealed survey for the Site. SGS relies on the Client for any and all background information regarding existing utilities that may impact the Project or be impacted by the Project. SGS has obtained a scope of work and price for additional utility surveying work (see attached) which shall be known as Add Alternate #1. SGS does not plan to procure Add Alternate #1 services unless directed to do so by the Client. The area being surveyed is within the Site median curb line and does not include any surveying of the adjacent roadways. SGS will hire a geotechnical engineering company to provide a report on the Site to assist CCE with its structural engineering work. Deliverable: SGS will provide copies of the survey and any other Site information to the Client. Schematic Design: SGS will create a schematic design layout for the Project Elements utilizing the survey noted above and in consultation with CCE regarding all clearances between Elements and from existing utilities / roadways/ features. SGS will develop the layout and share an initial layout with the Client (and/or the Client's Representatives) for coordination with third -parties on the Site landscape design including all tree placements. SGS will work collaboratively with the Client and any 3rd-parties on the design of the Site landscape and its coordination with the placement of all Elements, however the final design of the landscape (including any signed and sealed landscape architecture drawings) shall be the work of others and is not included under the SGS Scope of Work. SGS with CCE and other third -party consultants (as necessary) will develop the Schematic Design for the Project based upon the approved Concept Design and the associated Design Package. CCE will lead all technical aspects of the design and engineering with SGS focusing on aesthetics and methods of fabrication. Deliverable: Schematic Level (30%) Drawings. At least one drawing will be provided as an original drawing signed by the artist Michael Singer. Design Development: SGS and CCE will create Design Development level drawings for the Elements. CCE will lead all technical aspects of the design and engineering with SGS focusing on aesthetics and methods of fabrication. This phase of design may have numerous iterations depending on findings from the Prototypes phase of work, which will run concurrently with this phase of work. This phase of work will include initial research for Add Alternate #2- a solar array on Site to provide power to the Elements for evening lighting. Deliverable: Design Development Level (60%) Drawings. 5. Prototypes: Prototyping for the Project will proceed at the appropriate time within the design phase Singer Studio LLC Cross Timbers Public Art Project 09.27.21 Proposal = as determined by SGS and CCE. SGS will create a full-size Prototypes of two Elements in Vermont at the SGS North Studio where they will be studied for their ability to sway in various wind speeds. Working with CCE, SGS will develop the swaying mechanisms and stops as necessary and will re- work aspects of the Prototypes until the desired swaying performance and other aesthetic characteristics are achieved. Lighting will be integrated with the Prototypes and will be studied and optimized as a part of the Prototyping process. Deliverable: The Prototypes will be documented to the Client in photograph and video form; the physical Prototypes are not a deliverable. 6. Cost Estimating: Once the design of the Elements has been optimized, SGS will develop a cost estimate on all aspects of the Project to ensure the Project Budget is met. This cost estimate includes (but is not limited to) materials, fabrication, transportation, installation, shop drawings, project management and oversight, equipment, contingency, and all associated expenses. If the Project Budget cannot be met, the design of the Elements may be modified to reduce costs and/or the number of Elements may be reduced. The Client will be informed if the total number of Elements is anticipated to be less than 120 Elements and/or if there are significant changes (impacting height, width, materials and/or finishes) to the Elements. SGS is not a professional cost estimating firm and does its best to estimate projects based on prior projects and direct quotes from suppliers; the cost estimate will be based upon the best possible information available to SGS. Deliverable: Cost estimate of major project components, assumptions and contingency. 7. Construction Documents: Once the Prototypes have been optimized, SGS will complete its necessary artwork drawings and CCE (and any third -party consultants, as needed) will create all necessary Construction Documents (CDs) for the Project. 95% CDs will be submitted to the Client for final review; upon completion of the review, final 100% CDs will be issued. The Client will utilize the 100% CDs for all necessary permitting; SGS is not responsible for any permitting or permitting fees required by the Client or any third -parties. All final 100% CDs will be signed/ sealed by State of Texas licensed professionals. Deliverables: 95% CDs and 100% CDs. 8. Project Management: SGS will continue to manage the Project and remain as the primary point - of -contact for all communications with the Client and any third -parties. SGS Partners, Jason Bregman and/or Jonathan Fogelson (each with over 15 years' experience working with Michael Singer) will be available for project communications, coordination and ensuring deliverables under this Agreement are provided in a timely manner. All communication with SGS shall occur with Mr. Bregman and/or Mr. Fogelson and documented in writing (meetings will be followed -up with written notes for any decisions or important topics). Due to covid-19 all meetings under this Scope of Work are assumed to be via telephone or video conference; SGS is pleased to host these meetings via Zoom as necessary. Deliverables: Meeting notes and other documentation as necessary. Publicity / Public Outreach: SGS has been working on Cross Timbers with the Client and the Client's representatives since April of 2019; the work has been shared with numerous community leaders and supporters and has been approved by the Client, the Client's representatives for the Project and the Westlake Public Art Advisory Committee. With these efforts complete and with the additional restrictions due to covid-19, this Agreement assumes no additional public outreach (beyond further zoom meeting presentations) will be necessary for the implementation of the Project. Mr. Singer has also requested that the Project (or its Budget) not be actively publicized in any manner or posted online until it is near completion. This is based on SGS's experience that publicizing the Project (and/or Budget) can have harmful repercussions such as greatly inflating the costs of construction. Additionally, Mr Singer prefers that any publicity around the project occur at a future date when covid-19 has hopefully subsided and people will be eager to celebrate as a community. Deliverables: Design Package and animations and associated presentations. This Scope item is mostly complete; additional zoom presentations are covered under this agreement. All deliverables will be submitted in .pdf, .tiff, .jpeg, or .doc formats only. Drawings necessary for collaboration on the landscape and other Site features will be shared in .dwg format as necessary. The Client and all relevant parties understand that all files shared by SGS are not to be utilized for construction unless they are provided as signed and sealed drawings by a professional licensed in the State of Texas. Singer Studio LLC Cross Timbers Public Art Project 09.27.21 Proposal - - - All files produced by SGS are for design and coordination purposes only and not for construction Please see the attached SGS consultant proposals for additional information; all terms and conditions in the attached consultant proposals apply to this Agreement. To protect the Project from the potential for significant cost inflation, the Client agrees to keep this Agreement confidential until a time mutually agreed by all SGS and the Client. The Client will not to publicize this Project or publicize/ post online this Agreement or the Project Budget. Project Schedule The Project will commence upon the signing of this Agreement between the Client and SGS. SGS can only begin work once the survey is complete, which is anticipated to be 3 weeks from a notice to proceed to the surveyor (likely longer if Add Alternate #1 is included). The Scope of Work items 3-8 above are expected to take approximately 9-12 months, depending on the number of tests and modifications to the Prototypes that are necessary to achieve the optimal design. Please note that unknown factors regarding the Prototypes and impacts from covid-19 (including delays from 3rd party suppliers and consultants) may cause Project delays beyond the control of SGS. SGS cannot be held responsible for delays to the Scope of Work that are not solely caused or controlled by SGS. The contract for Project fabrication and installation, and its timeline, will only be able to be determined upon completion of this Agreement's Scope of Work. Compensation The total compensation for the Scope of Work under this Agreement (items 1-9 above) is $142,950, which is inclusive of all engineering services and expenses, except for Add Alternates. SGS Design and Design Phase Management $58,590 SGS Prototypes $38,500 Colby Co. Engineering (structural and electrical) $40,560 Teague Nall and Perkins, Inc. Site Survey $3,500 EWI Geotechnical Services and Report $1,800 Total: $142, 950 Teague Nall and Perkins, Inc. Utility Survey $20,740 (Add Alternate #1) Colby Co. Engineering Solar PV System Design $5,200 (Add Alternate #2) Fees shall be invoiced monthly on a percent completion basis with NET30 payment terms. This compensation is a part of the overall Project Budget noted above. Prior payments by the Client related to this Project are not a partof this compensation amount nor the overall Project Budget. No SGS reimbursable expenses are expected for this project. Exclusions Add Alternates #1 and #2 are excluded from the Scope unless SGS is directed by the Client to pursue one or both of them. Such a directive constitutes Client's agreement to provide additional funds to SGS for each Add Alternate as noted above. Any work not listed under Scope of Work is assumed to be the work of others or to be contracted in a later phase. Any services by SGS beyond the Scope of Work of this Agreement will be submitted to the Client for approval prior to any commencement of Additional Services. The following, including but not limited to: shop drawings, fabrication, construction, installation, inspections, permitting, environmental services, construction administration services, and as -built drawings are not included as a part of this Agreement. The Client shall notify SGS in writing of any site conditions and/or utility conflicts that may impact the Project or be impacted by the Project; it is understood that SGS cannot be held responsible for site conditions and/or utility conflicts that have not been documented. SGS has obtained a scope of work and price for Singer Studio LLC Cross Timbers Public Art Project 09.27.21 Proposal - additional utility surveying work (see attached) which is noted above as Add Alternate #1. SGS does not plan to procure Add Alternate #1 services unless directed to do so by the Client. SGS is not responsible for the deliverables, statements, and opinions of 3rd party professionals such as engineers and surveyors, each licensed professional assumes full responsibility for the accuracy and quality of their work. Ownership and Rights Ali SGS Work Products (Work Products) created under the Scope of Work above shall only be utilized by SGS to complete the Project for the Client. The Work Products may not be provided to any third -party for the purposes of fabricating, replicating (or copying in any form), or constructing the Project or any aspect of the Project. Upon a signed notice of completion from SGS to the Client, the Project shall be owned by the Client. As long as the Project remains in place it is the Client's responsibility to maintain the Project in keeping with the Maintenance Plan that will be provided by SG. The Client shall credit SGS both on -site in some form of plaque or signage, and in all future usages by the Client. As a part of this Agreement the Client herby grants SGS access to the Project at all times for inspection and photography, in perpetuity. SGS retains: (i) all rights to any Work Products including any rendering, drawing, and/or Prototypes which qualify for such protection under the Copyright Act of 1976, 17 U.S.C. § 101, et seq., as amended by the Visual Artists Rights Act of 1990 ("VARA"), and any successor act', and (ii) any and all other intellectual property rights related to the Project, whether statutory or common-law, international, federal, state or local. SGS hereby non -exclusively licenses the Client to make, and to authorize the making of, photographs and other two-dimensional representations of any Work Products that result from the provision of the services provided for hereunder for educational, public relations, arts promotional and other non-commercial purposes. Termination / Disputes Due to the timeframe of this project and the significant amount of upfront effort that has been invested in this project since the Spring of 2019, this contract allows for no early termination. In the event disputes are not satisfactorily resolved through informal discussions, the Client and SGS agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non -binding mediation. In the event that the parties to this Agreement are unable to reach a settlement through mediation, then such disputes shall be settled through litigation, in a court of competent jurisdiction. If you have any questions concerning this proposal, please call. If you are in agreement, kindly sign and return to SGS for finalization. You may sign, scan, and email the contract if desired. Cross Timbers Public Art Project for the Town of Westlake, Texas Commission of Artwork by Singer Studio LCC for the Town of Westlake, Texas igned: Print: Title M**1 lc s5n-adL{7 J �►S � ... 17�7.+� try^ +.� � p...-�� +r Print: Title: // /o For: Tne Town of Westlake, Texas Date l- ��_� ir-4o--2i For: Singer Studio LLC Date �ff�8( utlitl �35 T.'��25 CS Page 6 additional utility surveying work (see attached) which is noted above as Add Alternate #1. SGS does not plan to procure Add Alternate #1 services unless directed to do so by the Client. SGS is not responsible for the deliverables, statements, and opinions of 3rd party professionals such as engineers and surveyors; each licensed professional assumes full responsibility for the accuracy and quality of their work. Ownership and Rights All SGS Work Products (Work Products) created under the Scope of Work above shall only be utilized by SGS to complete the Project for the Client. The Work Products may not be provided to any third -party for the purposes of fabricating, replicating (or copying in any form), or constructing the Project or any aspect of the Project. Upon a signed notice of completion from SGS to the Client, the Project shall be owned by the Client. As long as the Project remains in place it is the Client's responsibility to maintain the Project in keeping with the Maintenance Plan that will be provided by SG. The Client shall credit SGS both on -site in some form of plaque or signage, and in all future usages by the Client. As a part of this Agreement the Client herby grants SGS access to the Project at all times for inspection and photography, in perpetuity. SGS retains: (i) all rights to any Work Products including any rendering, drawing, and/or Prototypes which qualify for such protection under the Copyright Act of 1976, 17 U.S.C. § 101, et seq., as amended by the Visual Artists Rights Act of 1990 ("VARA"), and any successor act; and (ii) any and all other intellectual property rights related to the Project, whether statutory or common-law, international, federal, state or local. SGS hereby non -exclusively licenses the Client to make, and to authorize the making of, photographs and other two-dimensional representations of any Work Products that result from the provision of the services provided for hereunder for educational, public relations, arts promotional and other non-commercial purposes. Termination / Disputes Due to the timeframe of this project and the significant amount of upfront effort that has been invested in this project since the Spring of 2019, this contract allows for no early termination. In the event disputes are not satisfactorily resolved through informal discussions, the Client and SGS agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non -binding mediation. In the event that the parties to this Agreement are unable to reach a settlement through mediation, then such disputes shall be settled through litigation, in a court of competent jurisdiction. If you have any questions concerning this proposal, please call. If you are in agreement, kindly sign and return to SGS for finalization. You may sign, scan, and email the contract if desired. Cross Timbers Public Art Project for the Town of Westlake, Texas Commission of Artwork by Singer Studio LCC for the Town of Westlake, Texas igned: //// a .►r ,n tft Print: Title For: The Town of Westlake, Texas Date Signed: Print: Title: For: Singer Studio LLC Date Singer Studio LLC Cross Timbers Public Art Project 09.27.21 Proposal Sustainable Structural Mechanical Fire Protection Electrical civil Controls Architecture 2021-006 July 28, 2021 Singer Studio, LLC (c/o Jason Bregman) 321 NW 1st Ave Delray Beach, FL, 33444 47A York St Portland, Maine 04101 USA colbycoengineering.com Subject: Engineering Proposal for `Cross Timbers' Art Project — Westlake, TX Dear Jason, Thank you for the opportunity to provide a proposal for structural and electrical engineering services related your "Cross Timbers" project proposed for the town of Westlake, TX. We have summarized our anticipated scope of services and proposed fee below for your consideration. Project Scope It is our understanding that Signer Studio, LLC (SGC) is preparing a proposal approximately 120 sculpted pieces to be installed in a grassy median on Solana Boulevard in the town of Westlake, TX. The sculptures will be 10 and 14ft tall slender pieces, designed to gently "sway" in the wind like grasses. The elements are intended to be lit for a night time experience and are assumed to be clad with aluminum. The support structure is to be determined but is expected to be a structural metal (aluminum, steel or combination). To accommodate the dynamic nature of the sculptures, CCE is anticipating a spring or combination of springs at the base of the structure. Limit stops will be designed to keep the sculptures from deflecting more than 30 degrees from plumb. Consideration will also need to be made on how to fix the sculptures from swaying excessively in extreme winds. During the Schematic Design and Design Development Phase (SD/DD) CCE will work with SGS to develop conceptual designs for the base of the structure as well as the structural backing and internals for the sculptures. Note that it is difficult to model and predict the behavior of springs used in this manner due to the number of variables present and as such testing of mocks ups is recommended. It is our understanding that SGS intends to create mock-ups of the sculptures to test the performance of various spring types, configurations and imparted forces. From the results of these mock-ups and testing, a base design will be finalized. CCE will work with SGS to develop proposed ranges of spring types to be tested but have not included any physical testing or site visits to your testing location as part of this proposal. CCE will however be available to work with SGS virtually during the testing provided advanced notice. CCE recommends that SGS retain a local geotechnical engineer to dig test pits at the project site to observe in situ conditions and provide a brief report to CCE. Full soil borings are not necessary given the nature of these structures but having an understanding of in situ soils near the surface is important. CCE will provide electrical engineering support as it relates to providing power to the sculptured elements for lighting and working with SGS to select lighting to be installed within the elements. No site visits have been included in this proposal and it is assumed that CCE will coordinate the power source and interconnect locations with the municipality. A bid option has been included to power the lighting within the sculptures from photovoltaics with storage batteries. CCE will design and select the appropriate solar PV and batteries to service the sculptures fully or in combination with grid power. The design is anticipated to be phased with submissions at Schematic Design (30%), Design Development (60%), Prefinal (95%) and Final Construction Documents (100%). No construction administration support is included in this proposal. Deliverables CCE anticipates an iterative process supporting SGS in the early phases of schematic design with sketches and mark ups shared back and forth to illustrate the suggested design for the structure and powering and performance of the sculptures. It is our understanding that SGS will perform the drafting for the sculptures with CCE engineering guidance and oversite. CCE will provide sketches as necessary to illustrate our suggested design for incorporation into the drawings. This will include structural framing, connections details as well as any notes or specifications required to depict the scope of work. With regard to electrical drawings, CCE will provide sketches as well as notes and any symbols required on the drawings. CCE anticipates that SGS will submit drawings at each phase (30, 60, 95 and 100%) for CCE review, comment and final approval. Final 100% Construction documents will be stamped by an engineer licensed in the State of Texas for each discipline, structural and electrical. Schedule CCE is anticipating a 9-month design duration. CCE is available to being work on this task starting Mid -August, 2022. We anticipate the following design schedule: Prelim Design for Mockup: On Going Starting early Sept Through Nov 2021 30% Review Submission: Late Nov 2021 60% Review Submission: Late Feb 2022 95% Pre -Final Submission: Late April 2022 100% Final Late May 2022 COLBY COMPANY ENGINEERING, LLC 47A York St Portland, Maine 04101 USA colbycoengineering.com 2 7/28/2021 Fee Proposal Colby Company proposes the above services be provided for the following lump sum fee schedule: SD Phase: $17,940 DD Phase: $13,130 CD Phase: $9,490 Total: $40,560 Solar PV Bid Option: $5,200 Exclusions For the purposes of this proposal, the following items have been excluded from Colby Co.'s scope. • Attending in -person meetings, site visits or travel of any kind • Drafting of Design documents. CCE will provide oversite, sketches, mark ups and final approval / PE stamping. • Geotechnical Engineering or investigations • Permitting or permitting related consulting • Formal specifications. Specifications information will be provided in the form of notes • Construction administration or inspection services Colby Co. can provide services which have been excluded above. Should any of these items become necessary during the process of this project's development, Colby Co. would be pleased to provide a proposal for these additional services. Thank you for contacting Colby Company for your engineering needs. If this proposal is acceptable to you, kindly review the attached terms and conditions and return a signed copy to our office. Please do not hesitate to call with any questions. Sincerely, Brian Beaulieu, PE cc: Sarah Emily Colby — Colby Co. Calen Colby — Colby Co. COLBY COMPANY ENGINEERING, LLC 47A York St Portland, Maine 04101 USA colbycoengineering.com 7/28/2021 Terms and Conditions Please note the following items are applicable to Colby Co.'s (also referred to herein as 'Consultant') contracts with clients and vendors and are applicable and an essential part of the proposal to which these terms and conditions are attached. Our receipt of a signed copy of this proposal will serve as our mutual understanding of the terms of this agreement and our notice to proceed. Payment terms are based on the orderly and continuous progression of the work. Invoices will be submitted on a monthly basis for services performed during the period and are due upon receipt. Unpaid balances beyond 30 days will accrue interest at a rate of 1.5 percent per month or, if less, the maximum rate permitted by applicable law. Colby Co.'s legal fees and costs associated with collection of unpaid bills will be the responsibility of the Client. In the event the Client fails to make payments within 30 days of receipt of the invoice, the Consultant may suspend its services until payment of all outstanding sums has been made and the Consultant will not be liable for any delays associated with or resulting from such suspension. Standard of Care The Consultant agrees to perform its services under this Agreement in accordance with the degree of skill and care ordinarily exercised by practicing design professionals performing similar services under similar conditions at the same time and locality ("Standard of Care"). The Consultant makes no other representations and no warranties, whether express or implied, with respect to the services rendered hereunder. Limitation of Liability To the maximum extent permitted by law, the total liability in the aggregate of the Consultant, inclusive of the Consultant's individual officers, shareholders, directors, independent professional associates, and employees and any of them, to the Client and anyone claiming by, through, or under the Client, for any and all damages, injuries, costs, losses, liabilities, or expenses arising out of or relating to this agreement, Consultant's services, or the project, whether arising in tort, breach of contract, contractual indemnification, breach of warranty, strict liability, or any other theory of liability or cause of action, will not exceed the lesser of the total fees paid to the Consultant under this agreement or the available proceeds of insurance payable on behalf of the Consultant. The parties also waive all claims and rights against each other arising out of or relating to any damages, injuries, costs, losses, liabilities, or expenses to the extent that the same have been compensated by the proceeds of any insurance policy. Hazardous Materials The Consultant has no responsibility for the discovery, presence, identification, handling, transportation, or remediation of any hazardous materials in connection with the services, this Agreement, or the Project. Consequential Damages Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the Client nor the Consultant, their respective officers, directors, partners, employees, contractors, consultants, subcontractors, or subconsultants will be liable to the other or make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project, the Consultants' services, or to this Agreement. This mutual waiver of consequential damages includes, but is not limited to, loss of use, loss of profit, loss of business, loss of actual or anticipated income, loss of reputation or goodwill, and any other consequential damages as defined under applicable law that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Client and the Consultant will require similar waivers of consequential damages protecting all the entities or persons named herein in all agreements, contracts and subcontracts with others involved in this Project. Indemnification The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against damages, liabilities or costs, including reasonable attorneys' fees and defense costs incurred in responding to third party claims for which the Consultant is legally liable (collectively "Losses"), to the extent such Losses are caused by the Consultant's negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Consultant is legally liable. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against Losses, to the extent such Losses are caused by the Client's negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable. Further and provided that this sentence will not operate to expand the scope of the indemnity obligations in the two preceding sentences, neither the Client nor the Consultant will be obligated to indemnify the other party in any manner whatsoever for the extent other party's own negligence or for the negligence of others for whom the other party is not legally responsible. Mediation In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion of the Project, the Client and the Consultant agree that all disputes between them arising out of or relating to this Agreement or the Project will be submitted to nonbinding mediation as a condition precedent to the institution of legal proceedings. The Client and the Consultant further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the Project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with their subcontractors, subconsultants, suppliers and fabricators, thereby providing for COLBY COMPANY ENGINEERING, LLC 47A York St Portland, Maine 04101 USA colbycoengineering.com 7/28/2021 mediation as the primary method for dispute resolution among the parties to all those agreements. Construction Management If the Client chooses to retain a Construction Manager ("CM") for the Project, the Client will provide to the Consultant, in writing, a list of duties, responsibilities and authority ("DR&A list") the CM has been assigned by the Client. The Consultant will be entitled to rely upon the proper performance by the CM of the items on the DR&A list and will bear no responsibility to the Client or its representative(s) for any opinions, directions or decisions given by the Owner or CM that are within the scope of the DR&A list or that are in conflict with the DR&A list. In the event the Owner makes any changes to the CM's DR&A list, the Client will notify the Consultant, in writing, in a timely manner. The Consultant will be entitled to rely entirely upon the accuracy, completeness, and quality of the CM's decisions and directions as to all items listed in the DR&A list. If any Client -directed changes to the CM's DR&A list result in additional time or expense in order for the Consultant to prepare, coordinate or respond to changes to the plans or specifications, the Consultant will be entitled to an equitable adjustment in fees and schedule for the performance of these additional services. Cost Estimates In the event the Consultant prepares or evaluates any construction cost estimates in accordance with the services, the Client acknowledges that any such estimates or evaluations reflect the Consultant's judgment as a design professional, but that the Consultant has no control over fluctuations in labor, materials, bidding, or negotiating market conditions, nor over any contractor's methods of calculating its bid. Accordingly, the Consultant cannot and does not represent that actual costs or bids will not vary from any estimates or evaluations prepared by the Consultant. Construction Phase Services In connection with any construction phase services by the Consultant, it is understood that the Consultant has no responsibility for any construction means, methods, sequencing, or safety procedures or programs, nor for the applicable construction contractor's failure to construct or implement the work in accordance with the requirements of any design documents or other work product of the Consultant or others. The Consultant's review of any submittals is for evaluating conformance with design intent and is not for the purpose of confirming dimensions or quantities, installation instructions, or means, methods, or safety procedures of construction. Review and approval of a submittal does not indicate approval of an assembly of which the submittal is a component or relieve the contractor of its obligation to construct the work in accordance with the requirements of the applicable construction documents. Termination of Agreement This agreement may be terminated by either party by thirty (30) days written notice to the other party without cause; or by mutual written agreement of the parties. If this agreement is terminated, Colby Co. will be paid for the extent of services performed by Colby Co. as of the effective date of termination. Further, if this agreement is terminated, Colby Co. will upon such payment for services, deliver all documents, or copies thereof ("Work Product"), covering the scope of work completed and paid for by the Client, and provided the Client agrees in advance to pay for and then pays for such additional services, Colby Co. will complete certain work in progress and deliver documents or copies thereof as well. Client will also reimburse Colby Co. for all of Colby Co.'s termination expenses, including, but not limited to, those associated with demobilization, reassignment of personnel, and space and equipment costs. Client acknowledges that the Work Product is not represented as suitable for any use, reuse, or modification without the adaptation by the Consultant for the specific application and circumstances intended. Accordingly, the Client waives all claims against and will defend, indemnify, and hold the Consultant harmless from and against all claims, damages, costs, suits, claims, liabilities, and expenses arising out of or relating to any use, reuse, or modification of the Work Product without such involvement by the Consultant. The Consultant at all times retains ownership of the Work Product, including copyright. Signature: d"'MA 46 4�i= Printed Name: 4X ZkP"` L1, & n COLBY COMPANY ENGINEERING, LLC Date: /` — /V —Al Title: 7/28/2021 **** t n p League nall & perkins PROJECT NAME CLIENT: LIMITS: AUTHORIZATION FOR PROFESSIONAL SERVICES Solana Blvd, Westlake, TX Jason Bregman, Michael Singer Date: January 14, 2021 TNP Contact: Curt Fakler, P.E. 214.988.9966 SUE QL A (Test Holes)/B/C/D (See attached Vicinity Map for Limits) (Client) hereby requests and authorizes Teague Nall and Perkins, Inc., (the Subsurface Utility Engineer) to perform the following services: General Understanding The following represents the general understanding between the Client and Engineer regarding the basis and/or limitations under which these subsurface utility designating and/or locating services are provided: 1. These services will be conducted and provided in general compliance with Cl/ASCE 38-02 (Standard Guidelines for the Collection and Depiction of Existing Subsurface Utility Data). This standard establishes and defines four quality levels for data collection that are briefly described as: • Quality Level D (QL-"D") — Generally QL-"D" indicates information collected or derived from research of existing records and/or oral discussions. • Quality Level C ( QL-"C") - Generally QL-"C" indicates information obtained by surveying and plotting visible above -ground utility features and by using professional judgment in correlating this information to QL-"D" information. Incorporates QL-"D" information. (Limited in this scope, this scope is to cover underground utility crossings) • Quality Level B (QL-"B") —Generally QL-"B", also known as "designating" indicates information obtained through the application of appropriate surface geophysical methods to determine the existence and approximate horizontal position of subsurface utilities. Quality level B data should be reproducible by surface geophysics at any point of their depiction. This information is surveyed to applicable tolerances defined by the project and reduced onto plan documents. Incorporates QL-"D" & QL-"C" information. • Quality Level A (QL-"A")- Generally QL-"A", also known as "locating", indicates the precise horizontal and vertical location of utilities obtained by the actual exposure (or verification of previously exposed and surveyed utilities) and subsequent measurement of subsurface utilities, at a specific point. Incorporates QL-"D" QL-"C" & QL-"B" information. Fort Worth - 5237 N. Riverside Drive, Suite 100 - Fort Worth, Texas 76137 - 817.336.5773 Allen - 825 Watters Creek Boulevard, Suite M300 � Allen, Texas 75013 � 214.461.R67 Denton � 3200 S. Interstate 35E , Suite 1 129 - Denton, Texas 76210- 940.383.4177 Registered by the Texas Board of Professional Engineers, Firm No. F-230 � Registered by the Texas Board of Professional Land Surveying, Firm No. 100116-00 2. These services are for the purpose of aiding the design of the subject project by providing information related to subsurface utilities in order to allow potential utility conflicts to be minimized or eliminated. 3. The Engineer will provide services that meet the standard of care for existing subsurface utility location and mapping as established in Cl/ASCE 38-02 by exercising due diligence with regard to records research and acquisition of utility information, including visually inspecting the work area for evidence of utilities and reviewing the available utility record information from the various utility owners. However, the Engineer makes no guarantee that all utilities can or will be identified and shown as there still may be utilities within the project area that are undetectable or unknown. 4. Facilities that are discovered through field investigative efforts by the Engineer but no plan records or ownership data can be identified will be hereafter referred to as "unknown" utilities. As part of these services, the Engineer will provide QL-C information in the project deliverables for all unknown utilities that may be identified in the field investigation of the project. Designating and/or locating unknown utilities will typically not be part of the initial scope of work but depending on the client's needs can be added as additional work to address concerns of the project impacts of "unknown" facilities. 5. Ground penetrating radar will not be used as a part of the field investigation of the project site unless that use has been specifically addressed with the scope of services described herein. 6. Test holes are very limited in size or diameter (typically 12 inches by 12 inches, or approximately 144 square inches). Given this limited size, some subsurface conditions may prevent the completion of test holes, including rock(s), groundwater, large roots, other utilities & structures, etc. Test hole attempts which cannot be completed due to site conditions will be documented and noted on the plans. 7. When test holes are used to locate utilities, the nominal pipe sizes of the targeted utility will be documented and reported by using field measurements of the outside diameter (OD) of the pipe (to the nearest inch). Based upon this field measured OD, the nominal pipe size will be determined using typical pipe wall thickness data and other available data including record information. Pipe diameters that are too large for measurement, encased or non - encased conduit duct banks and other concrete encased systems which cannot be adequately measured will be reported based upon the best available information. 8. The documented results produced by these services represent a professional opinion and interpretation based upon record information and/or field evidence. These results may be affected by a variety of existing site conditions, including soil content, depth of the utility, density of utility clusters, and electro -magnetic characteristics of the targeted utilities. Also, the lack of and/or poor condition of a trace wire for non-conductive materials such as PVC, HDPE, etc. in most cases will make the successful detection and location of the utility unlikely. 9. The Engineer will apply professional judgment to determine which utilities require additional field effort and/or methods to properly designate and/or locate, most commonly when record drawings are not available. In such cases, the Engineer will provide a recommendation or request for additional services to the Client. Among other methods, a detectable duct rodder or other conductor may be introduced into the line to enable the designation of the utility. This method is dependent upon approval by the utility owner, as well as access to, size and condition of the utility. 10. None of these services are intended to and should not be understood to relieve the Client or others from the responsibility to comply with the statutory requirements related to notifying the proper one -call system(s) in advance of any and all excavation, grading and/or construction within the project site. Page 2 Article I SCOPE OF BASIC SERVICES: The scope of subsurface utility designating and/or locating services for this project is described below. Survey services to tie utility crossing marks and/or identifiers placed during the subsurface utility designating and/or locating effort will be provided in this contract. a. Quality Level 'B' through 'D' Utility Information & Designation —TNP will provide utility information, up to QL-"B", at the following location: i. Center Median Island within Solana Blvd just south of the Westlake Town Hall beginning at the west end of the median at the intersection with Campus Circle extending east approximately 800ft (Approximately 800' x 100') This work includes: a. Requesting utility records on all crossing utilities from the Client, public utilities and private utility companies known to provide service within the project area, as well as other sources, in an effort to develop a comprehensive inventory of utility systems likely to be encountered. Record documents may include construction plans, system diagrams, distribution maps, transmission maps, geographic information system data, as well as oral descriptions of the existing systems. The depiction of utilities from records (QL-"C" or "D") will be based on thorough field and office activities and shall be based on the most reliable indication of position available. b. Visible surface features and appurtenances of subsurface utilities found within the project site will also be evaluated. Using appropriate surface geophysical methods, TNP will search for detectible indications of the location of anticipated subsurface utilities. c. Marking all locations that can be validated, using paint, flags or other devices. d. Preparing documentation of the utilities encountered and marked, including their general location, orientation, type & size, if known. e. Level B/C/D- based on ASCE Standard 38-02 and shall include a PDF and 2d CADD file depicting the subsurface utilities designated signed and sealed by a Professional Engineer. b) Quality Level A Utility Test Hole — TNP will excavate by air -vacuum or other minimally invasive methods up to 4 test holes, at locations yet to be determined within the project limits in order to identify the exact horizontal & vertical locations of crucial utility. If locating the end of casing is requested the cost will be based on an hourly charge based on the fee schedule below. This work includes: a. Providing all necessary personnel, equipment, supplies, management and supervision needed for the test hole excavation, backfill and restoration. b. Coordinating with Client, property owner, and/or permitting authorities as needed, permission or rights - of -entry with help from The Client c. Contacting the appropriate one -call system to request utilities to be marked on -the -ground prior to beginning excavation of test hole. d. Providing and utilizing appropriate traffic control devices, as necessary, in conformance with the MUTCD, including any state or locally adopted supplements. (if closures or additional traffic control equipment is needed other than signs and cones additional direct expenses will be charged) e. Preparing documentation for each test hole attempted. This documentation will include the horizontal and vertical position of the targeted utility or structure, a general description of the target utility, with condition, material and general orientation noted, a generalized description of the material encountered in the test hole, and any other field observations noted during the excavation. Page 3 Survey scope will include the following: Project Limits: Center Median Island within Solana Blvd just south of the Westlake Town Hall beginning at the west end of the median at the intersection with Campus Circle extending east approximately 800ft. TOPOGRAPHIC SURVEY a. Establish horizontal control points as needed throughout the project. b. Establish vertical benchmarks as needed throughout the project. c. The visible improvements such as curbs, walks, fences, buildings, signs, etc. will be located and shown on the survey. d. Locate trees all trees within the project limits. e. Visible surface utilities such as power poles, manholes and valves etc. will be located. Deliverables: 1. Topographic drawing in .dwg Autocad format showing 1foot contour intervals and the items listed above for design purposes. 2. Texas Registered Professional Land Surveyor Signed and sealed Topographic Survey in PDF format. Data will be delivered in Texas Coordinate System of 1983 North Central Zone (4202) scaled to Surface with a combined scale factor supplied. The estimate is shown below and based on research, locating underground utilities and other features, within the boundary of the attached map; 1. Total cost of QL'A/B/C/D' work Article II COMPENSATION is as follows; QL`B/C/D'.......................................................................................................$ 11,500.00 QL'A' (4 test holes)............................................................................................$ 9,240.00 Survey........................................................................................................... $ 3,500.00 TOTAL ......... $ 24,240.00 Based on the following: Page 4 BASIC SERVICES: The CLIENT agrees to pay the Locator a total lump sum fee for performance of the BASIC SERVICES as outlined above. 2. ADDITIONAL SERVICES: ADDITIONAL SERVICES shall be any service provided by the Locator which is not specifically included in BASIC SERVICES as defined herein. ADDITIONAL SERVICES shall include, but shall not be limited to: a.) Quality Level A Test Holes greater than 10 feet deep b.) Traffic Control and effort related to procuring approved traffic control and/or ROW permits ADDITIONAL SERVICES shall be considered additional work and shall be reimbursed at standard TNP hourly rates or TNP standard rates as shown on Standard Rate Schedule below for items provided. Direct expenses shall be reimbursed at cost times a multiplier of 1.10 for non - labor, subcontract or mileage items, except for subcontracted or outsourced survey services, which shall be billed at rates comparable to TNP's billing rates for similar services, as shown on Standard Rate Schedule. 3. PAYMENT TERMS: CLIENT shall be billed monthly for services rendered and pay promptly upon receipt of invoice. Delays of transmitting payments to Locator more than 30 days from invoice date may result in cessation of services until payment is received. Obligation of Client A) Existing Permits and Construction Plans, if applicable B) Render assistance when necessary in persuading utility owners to allow TNP access to pertinent records and facilities C) Notify TNP within a reasonable time frame of any suspected deficiencies in the utility depictions at the specified quality level discovered prior to or during construction. D) Furnish utility information to the utility owners for their review and consideration during the utility coordination and/or relocation process. Contingencies E) Any additional fees such as for (approved) additional Traffic Control will be at direct cost and will be reimbursed to TNP by the Client; F) Any additional fees associated with permits needed by TNP will be a direct cost and reimbursed to TNP by the Client; Article III SCHEDULE: We estimate the proposed services Final Deliverables shall be completed as follows; Page 5 QL 'B/C/D'... with Notice to Proceed, completed in 15 business days QL'A.......... with Notice to Proceed, completed in 15 business days Article IV CONTRACT PROVISIONS: Contract provisions are attached hereto and made a part hereof. Please execute and return a signed copy for our files. Receipt of an executed copy of this contract or a signed project -specific purchase order will serve as notice to proceed. No work shall commence on the project until an executed copy of this contract or purchase order is received by ENGINEER. By signing below or on a purchase order, the signer warrants that he or she is authorized to execute binding contracts for the CLIENT. Approved by CLIENT: Client By: Title: �Ql�Ji2LG`�zq� Date: Submitted by Utility Engineer: Teague Nall and Perkins, Inc. By: lit Title: Senior Project Manager Date: 1 /15/2021 Page 6 PROVISIONS 1. AUTHORIZATION TO PROCEED Signing this agreement or issuing a signed project -specific purchase order shall be construed as authorization by CLIENT for TNP, Inc. to proceed with the work, unless otherwise provided for in this agreement. LABOR COSTS TNP, Inc.'s Labor Costs shall be the amount of salaries paid TNP, Inc.'s employees for work performed on CLIENT's Project plus a stipulated percentage of such salaries to cover all payroll -related taxes, payments, premiums, and benefits. DIRECT EXPENSES TNP, Inc.'s Direct Expenses shall be those costs incurred on or directly for the CLIENTs Project, including but not limited to necessary transportation costs including mileage at TNP, Inc.'s current rate when its, or its employee's, automobiles are used, meals and lodging, laboratory tests and analyses, computer services, word processing services, telephone, printing and binding charges. Reimbursement for these expenses shall be on the basis of actual charges when furnished by commercial sources and on the basis of usual commercial charges when furnished by TNP, Inc. 4. OPINION OF PROBABLE COST In providing opinions of probable cost, the CLIENT understands that TNP, Inc. has no control over costs or the price of labor, equipment, or materials, or over the Contractor's method of pricing, and that the opinions of probable cost provided to CLIENT are to be made on the basis of the design professional's qualifications and experience. TNP, Inc. makes no warranty, expressed or implied, as to the accuracy of such opinions as compared to bid or actual costs. 5. PROFESSIONAL STANDARDS TNP, Inc. shall be responsible, to the level of competency presently maintained by other practicing professional engineers in the same type of work in the State of Texas, for the professional and technical soundness, accuracy, and adequacy of all design, drawings, specifications, and other work and materials furnished under this Authorization. TNP, Inc. makes no other warranty, expressed or implied. 6. TERMINATION Either CLIENT or TNP, Inc. mayterminate this authorization by giving 10 days written notice to the other party. In such event CLIENT shall forthwith pay TNP, Inc. in full for all work previously authorized and performed prior to effective date of termination. If no notice of termination is given, relationships and obligations created by this Authorization shall be terminated upon completion of all applicable requirements of this Authorization. 7. MEDIATION In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the CLIENT and TNP, Inc. agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbonding mediation unless the parties mutually agree otherwise. The CLIENT and TNP, Inc. further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants retained also to include a similar mediation provision in all agreements with subcontractors, subconsultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. 8. LEGAL EXPENSES In the event legal action is brought by CLIENT or TNP, Inc. against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party shall pay the prevailing party such reasonable amounts for fees, costs and expenses as may be set by the court. 9. PAYMENT TO TNP, INC. Monthly invoices will be issued by TNP, Inc. for all work performed under the terms of this agreement. Invoices are due and payable on receipt. If payment is not received within 30 days of invoice date, all work on CLIENT's project shall cease and all work products and documents shall be withheld until payment is received by TNP. Time shall be added to the project schedule for any work stoppages resulting from CLIENT's failure to render payment within 30 days of invoice date. 10. LIMITATION OF LIABILITY TNP, Inc.'s liability to the CLIENT for any cause or combination of causes is in the aggregate, limited to an amount no greater than the fee earned under this agreement. 11. ADDITIONAL SERVICES Services not specified as Basic Services in Scope and Attachment'A' will be provided by TNP, Inc. as Additional Services when required. The CLIENT agrees upon execution of this contract that no additional authorization is required. Additional services will be paid for by CLIENT as indicated in Article II, Compensation. 12. SALES TAX In accordance with the State Sales Tax Codes, certain surveying services are taxable. Applicable sales tax is not included in the fee set forth and will be added on and collected when required by state law. Sales tax at the applicable rate will be indicated on invoice statements. 13, SURVEYING SERVICES In accordance with the Professional Land Surveying Practices Act of 1989, the CLIENT is informed that any complaints about surveying services may be forwarded to the Texas Board of Professional Land Surveying, 12100 Park 35 Circle, Building A, Suite 156, MC-230, Austin, Texas 78753, (512) 239-5263. 14. INVALIDITY CLAUSE In case any one or more of the provisions contained in this Agreement shall be held illegal, the enforceability of the remaining provisions contained herein shall not be impaired thereby. 15. PROJECT SITE SAFETY TNP, Inc. has no duty or responsibility for project site safety. 16. DRAINAGE CLAUSE The parties to this Agreement recognize that the development of real property has the potential to increase water runoff on downstream properties, and that such increase in runoff increases the possibility of water damage to downstream properties. The CLIENT agrees to indemnity and hold the ENGINEER harmless from any and all claims and damages arising, directly or indirectly, from water or drainage damage to downstream properties resulting from the development and construction of the Project. CLIENT shall not be required to reimburse ENGINEER for any claims or expenses arising out of the Project if it is determined by a court of competent jurisdiction that ENGINEER was negligent in the performance of its duties and obligations, and that ENGINEER's negligence was the direct cause of damage to a property downstream of the Project. 17. CONSTRUCTION MEANS AND METHODS AND JOB SITE SAFETY Means and methods of construction and jobsite safety are the sole responsibility of the contractor. Page 7 Vicinity Map Solana Blvd, Westlake, TX Page 8 Jason Bregman From: Curt Fakler <cfakler@tnpinc.com> Sent: Wednesday, August 04, 2021 12:28 PM To: Jason Bregman Cc: Jay Maddox; Andrew Luce;jfogelson@michaelsinger.com Subject: Re: [EXTERNAL EMAIL] RE: Solana Blvd, Westlake, TX Attachments: Denton Tap (1).pdf; SUE Deliverables - Sketch-1.pdf Good Morning Jason, We have provided responses to the three questions the client has asked. The original proposal and costs were aimed at a typical investigation, but if more or less information is required on specific items, we are happy to modify the scope and fee as needed. 1. Our crews use a piece of equipment called an RD 8100 that is based on transmitting an electromagnetic signal along a utility and then receiving that signal back. This type of locating is fairly standard throughout the utility locating industry. Expected accuracies are plus or minus 1' horizontally. Electronic depth readings are also captured, but are approximate. Site conditions can affect this accuracy. If exact vertical depths are required, non-destructive pot holes are recommended. GPR is both a technology and strategy that is sound under the right soil and moisture conditions. For example, the sandy, well draining soils of Florida respond well to GPR investigations. However, the clay soils of north Texas are less responsive and produce less accurate readings to this type of investigation due to interference from the surrounding soil. Because of these issues, TNP doesn't typically use this technology in north Texas. 2. We have provided a cost per test hole completed in the proposal for test holes up to 10'. Test holes deeper than 10' typically require a wider/larger test hole due to having to slope the sides back to avoid sluffing of the excavation walls, dealing with groundwater, and additional time for excavation and dumping. If a utility that is being excavated has a depth greater than 10', an additional hourly rate would be charged after 10' of excavation had been performed. 3. As part of our normal SUE investigation, we will access the duct bank manhole structures and take measurements of the structure as well as the duct bank where it connects to the manhole. We will prepare butterfly sketches (an example is attached) and then draw the structure in our CAD file and it will be included on our plans per the inner dimensions measured. We will also record the number of conduits in the duct bank, and which conduits are empty or have cables in them. If more exact measurements are required, other alternatives that are more time-consuming and costly can be performed such as lidar scanning of the structure or excavating the corners of the structure. Please feel free to call at 214-988-9974 or email at cfakler@tnpinc.com if you have any questions, or if you'd like to discuss. !tnp Curt Fakler, PE Sr. Project Manager 214.988.9974 direct 214.461.9867 front desk 825 Watters Creek Boulevard, Suite M300 Allen, TX 75013 cfakler@tnpinc.corn www.tnpinc.com From: Jason Bregman <jbregman@michaelsinger.com> Sent: Wednesday, July 28, 2021 12:20 PM To: Curt Fakler <cfakler@tnpinc.com> Cc: Jay Maddox <jmaddox@tnpinc.com>; Andrew Luce <aluce@tnpinc.com>; jfogelson@michaelsinger.com <jfogelson@michaelsinger.com> Subject: [EXTERNAL EMAIL] RE: Solana Blvd, Westlake, TX Curt, Good afternoon. We have received some comments on our proposal finally. As it relates to your proposal the client requested: 1. Some specificity on the technology you are utilizing to explore and locate the underground utility locations. You note that you are not utilizing ground penetrating radar in the proposal. The Client requested specificity on what you are using and the max depth that technology will be accurate/ informative. 2. The client is requesting further clarification on the max depth of the test holes noted under the Level A scope 3. We know the site has a large duct bank with utilities inside of it. Will your survey be able to identify this buried structure including its width and depth? This would be beyond simply reviewing and translating existing drawings; they want to confirm the actual location. If this is possible, please describe this in the utility survey. If you can incorporate this in your proposal, we will be all set. I ill share your revision with the client. Thanks Jason Jason Bregman Partner Singer Studio - South P. 561-865-7683 C.561-699-3681 Singer Studio - North P. 802-464-2165 www.michaelsinger.com From: Curt Fakler <cfakler@tnpinc.com> Sent: Monday, January 18, 20214:41 PM To: Jason Bregman <jbregman@michaelsinger.com> Cc: Jay Maddox <jmaddox@tnpinc.com>; Andrew Luce <aluce@tnpinc.com>; jfogelson@michaelsinger.com Subject: Re: [EXTERNAL EMAIL] RE: Solana Blvd, Westlake, TX Good afternoon! Jason, both Surveys and SUE have put together lump sum for the project assumptions listed in the scope of services with the exception that Test Holes will be an each test hole item. Let us know when you want us to proceed. Best regards! EWI Ellerbee-Walczak, Inc. CLIENT CONTRACT/P.O. NO. 4501 Broadway Avenue EWI Proposal No. SS213929 Haltom City, Texas 76117 EWI Project No. Phone (817) 759-9999 Date: January 21, 2021 Fax (817) 759-1888 AUTHORIZATION FOR GEOTECHNICAL INVESTIGATION AND CONTRACTING SERVICES CLIENT: Name: Singer Studio, LLC — Attn: Jason Bregman Address: 321 NW 15' Avenue City: Delray Beach State: FL Zip: 33444 Email: jbregman(c�michaelsinger.com Phone: 561-865-7683 Signing of this Authorization by CLIENT and CONSULTANT (EWI) authorizes CONSULTANT to complete the Services as described below in consideration of the mutual covenants set forth on both pages of this Authorization. PROJECT NAME: The Services described below are to be provided by CONSULTANT in connection with a Project identified as follows: Proposed Median Improvements on Solana Blvd. in Westlake. Texas SCOPE OF SERVICES: CONSULTANT will perform the services indicated below: Services as described in attached correspondence dated Services as described in attached Scope of Services dated X Services described below: Geotechnical Investigation including: soil sampling, laboratory testing and geotechnical engineering report completed within about 3 weeks of drilling (4 borings 10 feet). Assumptions: The budget assumes the site is accessible to truck mounted drilling equipment (Monday through Saturday) during normal business hours on one mobilization. The budget includes locating the borings from exisfing streets by taping and approximating right angles or by GPS. It does not include surveying services or establishing ground elevations. EWI will use client input to avoid underground utilities and locate borings. We will not be responsible for damage resulting from encountering utilities of which we are not aware. FEE FOR SERVICES: CONSULTANT's fee for Services identified above shall be as indicated below: C*77 A lump sum fee of $ 1,800.00. (if paid by check) Payment for services due prior to the scheduling of drilling. A lump sum fee of $ 1,850.00. (if paid by credit card) Payment for services due prior to the scheduling of drilling. CLIENT AND CONSULTANT acknowledge that they are in agreement with the terms and conditions as set forth on the attached Terms and Conditions. APPROVED FOR CLIENT: ACCEPTS R CONSULTANT: Signature &M44 &,A440__ Signature 6�111 Name fT wi 40%d^ 04e6AJ% Name Valerie Hawk Title �i111 14OA404e- Date 1(lb/ UX/ Title Geotechnical Administrator Date 01/21/2021 Page 1 of 2 I �0 %. T ©Op O EMPTY DUCT O OCCUPIED DUCT Tno C/ EW _ MANHOLE DETNL — ELEV F roams FILE No. SHEET DATE_ a1i9/� CREW_ Iflc,ves ` a TYPE : ELEC HOLE ID_ �J PROJECT_ TXb 19y7$ REP. LOCATION: Fr&%t ck ELEV.- 0p (I © 0.0 Point No. 20026 Utility Owner(s) Picture No. 14151 14' 171 18 19 TERMS AND CONDITIONS 1. TIME PERIOD FOR PERFORMANCE: EWI will commence Services as specified in the Scope of Services and will complete such Services in a diligent manner. EWI will not be responsible for delays caused by factors beyond EWI's control which could not readily have been foreseen when this Authorization was received. 2. EXTRA SERVICES: EWI will perform Extra Services not specified in the Scope of Services, provided EWI and CLIENT have agreed to the scope and fee of such services in writing. 3. TIME OF PAYMENTS: Any outstanding balance subtracted from retainer fee is due upon receipt of final invoice prior to issuance of the final report or as stated in the FEE FOR SERVICES section. EWI may suspend all services until all delinquent payments have been received. 4. TAXES: Fees quoted do not include any state, federal or local applicable taxes, and will be the responsibility of the CLIENT. 5. STANDARD OF PERFORMANCE: EWI shall perform its services in accordance with generally accepted engineering and consulting standards in effect at the time services were performed. EWI makes no other warranty, express or implied. 6. CONSULTANT'S LIABILITY: EWI shall perform its work as an independent contractor and shall have responsibility for and control over details and means of the performance for the work described in the Scope of Work. EWI is not the agent of the CLIENT when performing this Agreement, unless agreed to by EWI and CLIENT in writing and only to the extent expressly agreed to by EWI. EWI's aggregate liability for damages arising out of the services rendered pursuant to this Agreement, whether arising out of tort or contract, is limited to an amount not to exceed $50,000 or the total gross billings of EWI to the CLIENT hereunder, whichever is less. In the event that CLIENT desires to increase the amount of this liability, EWI may adjust this limitation upon written agreement provided CLIENT agrees to pay an additional fee to EWI to offset this cost to EWI of this additional risk of liability. EWI is not liable for any consequential or indirect damages, including but not limited to lost profits, loss of use of property and CLIENT's breach of other contracts. EWI will be responsible only for the activities of its employees and for EWI's subcontractors. 7. CLIENT INDEMNIFICATION: CLIENT and EWI agree to indemnify and hold each other harmless from any claims, loss, injury, damage, fines, causes of action, attorney's fees, costs and litigation expenses ("claims") asserted against or incurred by the indemnitee by any person or entity (including, without limitation, EWI's and CLIENT's employees) proximately caused by, in whole or in part, the indemnitor's negligence or intentional misconduct. When such claim is due to negligence or intentional misconduct of both EWI and CLIENT, each shall be entitled to contribution from the other in proportion to their allocable shares of responsibility as determined by agreement or dispute resolution. Attorney's fees and litigation expenses recoverable under this paragraph include fees and costs incurred in establishing a party's right to indemnification. 6. HAZARDOUS SUBSTANCES: If state or federally regulated hazardous, toxic or dangerous wastes as defined by state or federal regulations (hereinafter "wastes") are encountered at the site, and if these "wastes" require handling, transportation or disposal at an off -site facility EWI will assist in advising the CLIENT of the CLIENT's options. However, EWI will not "arrange" (as defined in 42 U.S.C. 9607) for disposal of, accept title to, sign manifests for, or take control of any "wastes". CLIENT shall indemnify and hold EWI harmless from any claims, damages, fines and fees, litigation or expenses, arising out of or in any way related to handling, transportation and disposal of any "wastes" in the course of EWI's performance of this Agreement. 9. CLIENT -PROVIDED INFORMATION: EWI is entitled to rely on all information furnished or to be furnished by CLIENT. CLIENT agrees to defend and indemnify EWI, its officers, agents and employees from any and all claims of any kind arising out of or relating to any claims caused by or contributed to by any errors or omissions in information provided to EWI. 10. ACCESS, APPROVALS, PERMITS: CLIENT shall arrange for access and make all provisions for EWI to enter public and private property as required for EWI to perform the specified services. CLIENT shall furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approval and consent from others as may be necessary. CLIENT is responsible for informing EWI of the locations of any underground structures. EWI will not be responsible for inadvertent damage to utility lines or other subsurface structures that were not made known to EWI prior to the start of drilling. 11. SAFETY: It is the responsibility of the CLIENT to provide and maintain a safe working environment for its employees, EWI's employees and that of EWI's subcontractors, agents, the public and any other third party. 12. ASSIGNMENT: EWI shall not assign this Authorization (except Accounts Receivable) without prior written consent of CLIENT, but may, employ any other party it deems necessary or proper for any part of the work required to be performed by EWI under the terms of this Authorization. 13. TERMINATION: Either party may terminate this Authorization at any time upon seven (7) days prior written notice to the other. In such event, EWI will be compensated for services performed under the Authorization to the termination date together with all costs arising out of such termination. 14. APPLICABLE LAW: This contract shall be enforced in accordance with the laws of the State of Texas. 15. TIME LIMIT FOR CLAIMS: Any claim brought by CLIENT against EWI will be brought not later than one year after the date of substantial completion of EWI's services hereunder or the expiration of the appropriate statute of limitations, whichever is earlier. 16. ATTORNEY, AGENT, OR COLLECTION AGENCY FEES AND EXPENSES: In the event this Authorization should be referred to an attorney at law, agent, or collection agency for collection, CLIENT agrees to pay such reasonable fees EWI may incur, in the collection hereof. 17. ENTIRE AGREEMENT: The Agreement (and any referenced attachments) constitute the entire agreement between CLIENT and EWI and supersedes all prior or oral or written representations or agreements. This Agreement shall not be modified except in writing and signed by both parties. If any provision of this Agreement is determined by a court to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Client Initial CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2021-817810 Singer Studio LLC Delray Beach, FL United States Date Filed: 10/28/2021 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Town of Westlake, Texas Date Acknowledged: 10/28/2021 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Public Art Public art project for Town of Westlake 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) r -. --u -1 1 _ _ — ...... 0�1u([ www.euncs.state.[x.us Version V1.1.191b5cdc TEXAS_ GOVERNMI By signing below, the signatory hereby verifies that the firm it represents: 1. Does not boycott Israel; and, 2. Will not boycott Israel during the term of the contract. SIGNED BY:�� PRINT NAME & TITLE: NT- i3� •�-.-.-, r P� -'� ^ FIRM NAME: DATE SIGNED: 0/Z 7 /2 I The following definitions apply to Texas Government Code Section 2270.001: (1) "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordin business purposes; and (2) "Company" means a for -profit sole proprietorship, organ tion, association, corporation, partnership, joint venture, limited partnership, limited liability parinership, or limited liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. State law requires any firm entering into an agreement or contract with the Authorit to complete the foregoing verification. TEx. GoVT CODE § 2270.002. VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE SE By signing below, the signatory hereby verifies that the firm it represents: 2. SIGNED BY: Does not have a practice, policy, guidance, or directi, discriminates against a firearm entity or firearm trade associ Will not discriminate during the term of the contract against a firearm trade association. PRINT NAME & TITLE: FIRM NAME: DATE SIGNED: /b The following definitions apply to this state statute: (1) "Ammunition" means a loaded cartridge case, primer, bullet, or propelh or without a projectile; (2) "Company" means a for -profit organization, association, corporate joint venture, limited partnership, limited liability partnership, or limited I including a wholly owned subsidiary, majority -owned subsidiary, parent comp those entities or business associations that exists to make a profit; (3) "Discriminate against a firearm entity or firearm trade associat (A) means, with respect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the et based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship association based solely on its status as a firearm entity or firearm trade associatii (iii) terminate an existing business relationship with the entity or solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platfo: prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or see refrain from continuing an existing business relationship, or decision to tern• business relationship: (aa) to comply with federal, state, or local law, policy, or regulati [ON 2274.002 that on; and, entity or powder with partnership, ility company, , or affiliate of N ty or association th the entity or or ,sociation based that restrict or vices, decision to nate an existing s or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the cus omer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association; (4) "Firearm" means a weapon that expels a projectile by the acti n of explosive or expanding gases; (5) "Firearm accessory" means a device specifically designed or a individual to wear, carry, store, or mount a firearm on the individual or on a com, used in conjunction with or mounted on a firearm that is not essential to the b, firearm. The term includes a detachable firearm magazine; (6) "Firearm entity" means: (A) a firearm, firearm accessory, or ammunition manufa wholesaler, supplier, or retailer; and (B) a sport shooting range as defined by Section 250.001, Local (7) "Firearm trade association" means any person, corporate( association, federation, business league, or business organization that: (A) is not organized or operated for profit and for which none inures to the benefit of any private shareholder or individual; (B) has two or more firearm entities as members; and (C) is exempt from federal income taxation under Section 501(a, Code of 1986, as an organization described by Section 501(c) of that code. pted to enable an ance and an item function of the distributor, srnment Code; unincorporated its net earnings Internal Revenue VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE SE By signing below, the signatory hereby verifies that the firm it represents: Does not boycott energy companies; and, 2. Will not boycott energy companies during the term of the PSIGNED BY: _ ol. PRINT NAME AND TITLE: •-.�-y .-•....-, , /'-..- �. FIRM NAME: DATE SIGNED: /d /2 -7 //2 / The following definitions apply to this state statute: [ON 2274.002 (1) "Boycott energy company" means without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action hat is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transp nation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by Paragraph (A); and (2) "Company" means a for -profit organization, association, corpor tion, partnership, joint venture, limited partnership, limited liability partnership, or limited 1 ability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2021-817810 Singer Studio LLC Delray Beach, FL United States Date Filed: 10/28/2021 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Town of Westlake, Texas Date Acknowledged: 10/28/2021 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Public Art Public art project for Town of Westlake 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc