Loading...
Spellerberg David/Griffin Ranch Art 07f y ART PURCHASE AGREEMENT THIS ART PURCHASE AGREEMENT (the "Agreement") is entered into this �day of p ! 2007, by and among THE CITY OF LA QUINTA, a California municipal corporation (the "City") and GRIFFIN RANCH, LLC; MCCOMIC GRIFFIN, LLC; AND GRIFFIN CASTILLA, LLC BY ITS MANAGING MEMBER TRANS WEST HOUSING, INC. (the "Developer") and DAVID L. SPELLERBERG D.B.A. NATIONAL HERITAGE COLLECTORS SOCIETY (the "Artist"). RECITALS A. The Developer is currently constructing homes in the Griffin Ranch subdivision and the Saddle Club development. To meet the requirements for artwork pursuant to Chapter 2.65 of the City Municipal Code, the Developer is commissioning the fabrication and installation of certain artwork (the "Artwork") to be installed and displayed by the Developer at approximately 125 feet within the southeast corner of Avenue 52 and Madison Street and at Avenue 52 and Monroe Street (the "Site Locations"). NOW, THEREFORE, the parties hereto, for the consideration and under the conditions hereinafter set forth, hereby mutually agree as follows: ARTICLE I. SCOPE OF SERVICES AND PAYMENT 1.1 Scope of Design Services. Artist shall prepare or cause to be prepared, required details and samples, and shall do all other things necessary and incidental to the performance of the Artist's obligations pursuant to this Agreement. 1.2 Scope of Fabrication Services. Artist shall fabricate and install the Artwork pursuant to and by the time set forth in the Scope of Design Build Services and the Schedule of Performance attached hereto as Exhibit A and Exhibit B, respectively, and incorporated herein by this reference. The City and Developer shall have the right to review the Artwork at reasonable times during the fabrication thereof. Artist shall submit to the City and Developer progress narratives, including photographs, as required by the Schedule of Performance (Exhibit B). The narratives shall include the percentage of the Artwork completed to date, along with an estimated completion date. Artist shall furnish all tools, equipment, apparatus, labor, services, materials, and transportation, to perform all work necessary to install in a good and workmanlike manner the scope of work set forth in the Scope of Design Build Services (Exhibit A), or reasonably inferable therein, together with the appurtenances thereto, at the site locations. It is understood and agreed that all said labor, services, materials, equipment, and facilities shall be furnished and said work performed and completed by Artist as an independent contractor, subject to the inspection and approval of the City and Developer. The Artist shall present to the City and the Developer in writing for further review and advance approval any and all significant changes in the scope, design, color, size, material or texture, of the Artwork not permitted by or not in substantial conformity with the approved working drawings and the Scope of Design Build Services (Exhibit A). A significant change is any change in the scope, design, color, size, material, texture, or site location which affects Page 1 of 15 installation, scheduling, site preparation, or maintenance for the Artwork or the schematic concept of the Artwork as represented in the schematic drawings, the approved working drawings, and the Scope of Design Build Services (Exhibit Aj. Artist and Developer shall at all times maintain a safe work area and provide safe access for inspection of the Artwork by the City, its representatives, and to the sites wherein the Artwork is located prior to installation. Where specifications require work to be specially tested or approved, it shall not be tested without timely notice to the City, of its readiness for inspection and without the approval thereof, or consent thereto by the City. The Developer and/or Artist shall promptly notify the City when the artist's work is ready for inspection. The artist agrees to do all work required to comply with the inspections, and any such requests for corrections from the City makes as a result of the inspections, without additional charge to the City. The Artist shall perform all work necessary to obtain approvals from the authorities mentioned above without additional cost to the City. 1.3 Change Orders. Artist shall adhere strictly to the Scope of Design Build Services (Exhibit A), unless a change there from is authorized in writing. In such case, the terms of said change shall be understood and agreed upon in writing by the City Manager, Developer, and Artist before commencement of said revised work. 1.4 Post -Fabrication a. The Developer and/or Artist shall notify the City in writing when the fabrication of the artwork is completed and ready for delivery and installation at the site locations which are designated in Exhibit A and B, attached hereto and incorporated herein by reference. b. Upon completion and at all times during the fabrication and installation, the Artist shall ensure that Artwork shall comply with all applicable statutes, ordinances and regulations of any governmental agency having jurisdiction over the Artwork. The Artist will also ensure that the Artwork is installed in a safe manner, and is designed to withstand the forces of nature it is expected to experience in its lifetime, including wind, rain, sun, and earthquake. 1.5 Post -Installation. a. The Artist shall be available at such reasonable time or times as may be agreed between the City and Artist to attend any and all inauguration, ground breaking, or presentation ceremonies upon completion of the Artwork. b. The Developer shall use reasonable efforts to arrange for publicity for the completed artwork by local media and publications and otherwise as may be determined between the City, Developer, and Artist as soon as practicable following installation. c. Upon installation of the Artwork, the Artist shall provide the Developer and the City with written instructions for appropriate maintenance and preservation of the Artwork. 1.6 Final Acceptance. a. The Artist shall advise the Developer and the City in writing when it believes that the Artwork and its installation are complete. Following receipt of such notice the Developer Page 2 of 15 and the City shall cause the installed Artwork to be inspected, and, within five (5) working days following completion of such inspection(s), the City and Developer shall either provide the artist with reasonably specific written objections, and a list of needed corrections to the installed Artwork or notify the Artist of their acceptance of the Artwork by a Notice of Completion in the form attached hereto as Exhibit D. Such Notice of Completion (Exhibit D) shall be evidence of the satisfactory completion and installation of the Artwork in conformity with this Agreement, subject to the indemnification, representations, and further performance obligations set forth in this Agreement. b. Final Acceptance by the City of the ownership of the Artwork will occur at the completion of twenty-five years (25) or the year 2032. At that time the ownership and responsibility for the Artwork will rest with the City. 1.7 Risk of Loss. Upon receipt of the Notice of Completion, the risk of loss or damage to the Artwork shall be borne by the Developer until the City accepts the artwork at the completion of twenty five (25) years or the year 2032. The Developer shall take such measures as are necessary to protect the Artwork from loss or damage, through insurance or other adequate security, and to maintain the Artwork until the Final Acceptance is issued by the City. 1.8 Title. Title to the Artwork and any construction drawings, plans, or other work product generated pursuant to this Agreement shall remain with the Artist during installation, and shall pass and vest with the Developer upon issuance of Final Acceptance or Termination pursuant to Article IX hereof. 1.9 Payment: The Artist shall be paid the compensation by Developer set forth in Exhibit C. The total compensation to be paid to the Artist by the Developer shall not exceed $240,000 (Two Hundred and Forty Thousand Dollars). Developer has already paid Artist a deposit in the amount of $124,610. The City shall reimburse the Developer APP fees paid to date in the amount of $8,995.93 within 30 days of the execution of this Agreement by all parties. The City will issue fee credits on all subsequent building permits issued after September 18, 2007 until the APP fees are paid in the estimated amount of $111,004.07. Estimated total not to exceed $120,000. The parties agree that the City shall have no additional financial obligations under this Agreement. ARTICLE II. TIME OF PERFORMANCE 2.1 Time. The Developer and Artist agree to punctually and diligently perform all obligations under this Agreement. It is further understood and agreed that should the Artist fail to furnish the labor, materials, equipment, and or services, to perform all work and labor as herein provided in the manner herein set forth in good and workmanlike manner, Artist shall, in addition to any other penalties provided in the Agreement, be liable to the Developer and the City for all losses or damages that either may suffer on account thereof. In the event the Artist fails to perform fully any and all of the covenants and obligations herein contained, then the City and/or the Developer may, at their option, after giving twenty-four (24) hours written notice to Artist and Developer, provide any such labor and materials as may be necessary for the completion of the artwork. At that time the City and/or Developer provides labor and/or materials, as set forth above, or finishes the work, the Developer may deduct the cost of such labor and materials and all costs Page 3 of 15 incurred in finishing the work, if applicable, from any money then due or thereafter to become due to Artist under this Agreement until the work undertaken by the Developer or City is completely finished. At that time, if the unpaid balance of the amount to be paid to the Artist under this Agreement exceeds the expenses incurred by the Developer or City in providing labor and materials and/or in finishing Artist's work, such excess shall be paid by the Developer to Artist, but if such expense shall exceed such unpaid balance, then Artist shall promptly pay to Developer the amount by which such expense shall exceed such unpaid balance. The expense incurred by the City as herein provided, either for furnishing materials, or for finishing the work, and any damages incurred by the City by reason of Artist's default, shall be chargeable to, and paid by Artist. In addition to specific provisions of Agreement, performance by any party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lock- outs, riots, floods, earthquakes, fires, casualties, supernatural causes, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplies, acts of the other party, acts or failure to act of any public or governmental agency or entity, including, without limitation, unreasonable delays in the processing and issuance of required permits for the installation of the Artwork by Artist (except that any act or failure to act of City shall not excuse performance by City) or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. Notwithstanding the foregoing, market and economic conditions shall not entitle Artist to an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within ten (10) days of knowledge of the commencement of the cause. In addition, times of performance under this Agreement may be extended by mutual written agreement by Developer, City and Artist. ARTICLE Ill. WARRANTIES 3.1 Title. The Artist represents and warrants that: (a) the Artwork is solely the result of the artistic effort of the Artist; (b) that the Artwork is unique and original and does not infringe upon any copyright; (c) the Artwork, or a duplicate thereof, has not been accepted for sale elsewhere; and (d) the Artwork is free and clear of any and all encumbrances and/or monetary liens. 3.2 Quality and Condition. The Artist represents and warrants, except as otherwise disclosed to the City in writing, that: (a) the fabrication of the Artwork will be performed in a workmanlike manner; (b) the Artwork, as fabricated and following installation, will be free of patent and latent defects in material and workmanship, including any defects or qualities which cause or accelerate deterioration of the Artwork; and (c) reasonable maintenance of the Artwork will not require procedures substantially in excess of those described in the maintenance recommendations to be submitted by the Artist to the Developer and the City. The warranties described in Section 3.2 shall survive for a period of one (1) year after the Acceptance of the Artwork, except the representation and warranty concerning latent defects shall survive for a period of three (3) years from the Acceptance of the Artwork. The Developer and/or City shall give notice to the Artist of any observed and claimed breach with reasonable promptness. The Artist shall, at the request of the City or the Developer and at no cost to the City or the Developer, cure reasonably and promptly the breach of any such Page 4 of 15 warranty which is curable by the Artist and which cure is consistent with professional conservation standards (including, for example, cure by means of repair or refabrication of the Artwork). ARTICLE IV. PERFORMANCE BONDS 4.1 Bonds. The Artist shall not be required by the City to post any performance bonds or similar undertakings, and any requirement of any other authority for performance bonds shall be the responsibility of the City. Nevertheless, Artist shall prevent any lien from attaching to the Artwork or the Site Locations by any person claiming under Artist. ARTICLE V. ADDITIONAL DEVELOPERS'S OBLIGATIONS 5.1 Maintenance and Alteration of the Artwork. The Developer or the project HOA (provided that the HOA has executed an assignment and assumption agreement in a form approved by the City Attorney) or its assigns shall maintain the Artwork in good condition. It shall promptly remove any graffiti. The Developer or the project HOA or their assigns shall maintain the Artwork for period of twenty-five (25) years from the Notice of Completion. 5.2 Permanent Record. The Developer shall maintain a record of this Agreement and of the location and disposition of the Artwork. ARTICLE VI. ADDITIONAL ARTISIST OBLIGATIONS 6.1 Artist's Address. The Artist shall notify the City and Developer of any change in address. The City or Developer shall take reasonable effort(s) to locate the Artist when matters arise relating to the Artist's rights under this Agreement. 6.2 Surviving Covenants. The covenants and obligations set forth in this Article VI shall be binding upon the parties, their heirs, legatees, executors, administrators, assigns, transferees and all their successors in interest, and the City's covenants do attach and run with the Artwork and shall be binding to and until twenty (20) years after the death of the Artist unless otherwise stated herein. Upon the death of the Artist, the representative of Artist's estate shall assume the surviving covenants and obligations of Artist set forth in this Article VI. 6.3 The Artist shall perform all work under this Agreement as an independent contractor and not as an agent, joint venturer, partner, or an employee of the City or Developer. The Artist shall not: a. be supervised by any employee or official of the City or Developer; b. exercise supervision over any employee or official of the City or Developer; c. have authority to contract for or bind the City or Developer or in any manner; or represent itself as an agent of the City or Developer; or otherwise is authorized to act for or on behalf of the City; d. have status as the City's or Developer's employee or have any right to any benefits that the City grants to its employees. Page 5 of 15 ARTICLE VII. ASSIGNMENT OR TRANSFER 7.1 No party shall assign or transfer an interest in this Agreement without the prior written consent of the other parties. If the assignment is approved the parties shall enter an assignment and assumption agreement. ARTICLE Vill. TERMINATION 8.1 The Developer and City may, at either their option, by written notice to the Artist, terminate this Agreement either (a) upon the failure by Artist to perform any of its obligations hereunder in accordance with the terms hereof or any other breach by Artist of the terms of this Agreement, and such failure or breach continues uncured for fifteen (15) days following notice thereof from the City to Artist ("Termination for Default"), or (b) at any other time in the sole and absolute discretion of the City and Developer ("Discretionary Termination"). Termination for Default and Discretionary Termination are sometimes hereinafter collectively referred to as "Termination." Upon Termination, except as provided in this Article IX, all parties shall be released from all further obligations and liability hereunder. Effective upon a Termination, the Artwork, or so much thereof or has then been completed, shall be transferred to and shall belong to the Developer. In such event and upon Artist's written request, the Developer shall remove Artist's name from the Artwork. ARTICLE IX. CITY'S CONTRACT ADMINISTRATOR 9.1 The Contract Administrator for this Agreement shall be the City Community Services Director. Wherever this Agreement requires any notice to be given to or by the City, or any determination or action to be made by the City, the City Community Services Director shall represent and act for the City. ARTICLE X. NON-DISCRIMINATION 10.1 In carrying out the performance of the services designated herein, none of the Artist and the City or Developer shall discriminate as to race, color, creed, religion, marital status, national origin or ancestry, and the Artist shall comply with the equality of employment opportunity provisions of State and local laws and regulations as presently existing or hereafter amended. ARTICLE XI. ENTIRE AGREEMENT 11.1 This Agreement, and all of the exhibits attached hereto, embodies the entire Agreement and understanding between the parties hereto, and there are no other agreements or understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby, except as set forth herein above. ARTICLE XII. MODIFICATION 12.1 No alteration, change or modification of the terms of the Agreement shall be valid unless made in writing and signed by each party hereto and approved by appropriate action of the City and Developer. Page 6 of 15 ARTICLE XIII. WAIVER 13.1 No waiver of performance by any party hereto shall be construed as or operate as a waiver of any subsequent default of any terms, covenants and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. ARTICLE XIV. GOVERNING LAW 14.1 This Agreement, regardless of where executed or performed, shall be governed by and construed in accordance with the laws of the State of California. 14.2 In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, any party hereto may institute legal action to seek specific performance of the terms of this Agreement, to recover damages, or to obtain any other remedy, at law or in equity, consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Riverside, in the Indio Branch municipal court, or in the Federal District Court in the district of California, which includes Riverside County. 14.3 If any party to this Agreement brings a legal action or proceeding against another party to enforce the provisions of this Agreement, or on account of a claim or dispute arising out of this Agreement, then the prevailing party in such arbitration or legal action or proceeding shall be entitled to reimbursement by the other party of the legal fees and costs, including reasonable attorney fees and expert witness fees, incurred by the prevailing party in connection with the legal action or proceeding. ARTICLE XV. HEIRS AND ASSIGNS 15.1 This Agreement shall be binding upon and shall inure to the benefit of the City, Developer, and Artist, and their respective heirs, personal representatives, successors and permitted assigns. ARTICLE XVI. NOTICES 16.1 All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, as follows: CITY: City of La Quinta Attn: Community Services Director P.O. Box 1504 78-495 Calle Tampico La Quinta, CA 92247-1504 (760) 777-7032 DEVELOPER: Trans West Housing, Inc. Attn: Geoff McComic 47-120 Dune Palms Road, Ste. C La Quinta, CA 92253 (760) 777-4307 Page 7 of 15 ARTIST: David L Spellerberg d.b.a. National Heritage Collectors Society 2139 Linden Grove West Lake Village, CA 91020 (818) 991-0933 ARTICLE XVII. INDEMNITY 17.1 Artist shall defend, indemnify and hold harmless City, its officers, employees, representatives and agents ("Indemnified Parties"), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys' fees, arising out of any liability or claim for liability, for injury to or death of person(s), for damage to property (including property owned by City) and for errors and omissions committed by Artist, its officers, employees representatives, and agents, which arise out of acts or activities of Artist or Artist's Officers, employees, agents or representatives ("Claims"), whether or not such act or activity is authorized by this Agreement, except to the extent of such loss as may be caused by City's own negligence or that of its officers or employees. In the event the Indemnified Parties are made a party to any action, lawsuit, or other adversarial proceeding in any way involving such Claims, Artist shall provide a defense to the Indemnified Parties, or at the City's option, reimburse the Indemnified Parties their costs of defense, including reasonable attorneys' fees, incurred in defense of such Claims. In addition, Artist shall be obligated to promptly pay any final judgment or portion thereof rendered against the Indemnified Parities. ARTICLE XVIII. INSURANCE 18.1 Policies. Throughout fabrication of the Artwork the Artist shall maintain Comprehensive General Liability Insurance, or Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability (employee and contractual exclusions deleted), Products/Completed Operations Liability, Broad -Form Property Damage and Independent Contractors' ($1,000,000) per occurrence, combined single limit, written on an occurrence form, and such other forms and amounts of insurance as the City or Developer may deem necessary or desirable. All required insurance shall be evidenced by an insurance policy or policies (or the renewal or replacement thereof) reasonably acceptable to the City and the Developer. Artist, as applicable, shall not proceed with any work nor receive payment under this Agreement until, among other things; the City and the Developer have received the appropriate insurance certificates. Artist, prior to completion, shall maintain or cause to be maintained standard all-risk property insurance in an amount equal to or greater than the full replacement value of the Artwork. The Artist's General Liability policy required by this Agreement shall contain the following clauses: "The City of La Quints and Trans West Housing and its officers, agents, employees, representatives, and volunteers are added as additional insured as respective operations and activities of, or on behalf of the named insured, performed under this agreement." Prior to commencing any work under this Agreement, Artist shall deliver to the City and the Developer insurance certificates confirming the existence of the insurance required by this Page 8 of 15 Agreement, and including the applicable clause referenced above. Also, within thirty (30) days of the execution date of this Agreement, Artist shall provide to the City and the Developer an endorsement to the General Liability policy, which adds to this policy the applicable clause referenced above. Said endorsement shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by the City or Developer, it shall be the Artist's responsibility to see that the City receives documentation acceptable to the City and Developer, which sustains that the individual signing said endorsement is indeed authorized to do so by the insurance company. Also, the City has the right to demand, and to receive within a reasonable time period, copies of any insurance policy required under this Agreement. In addition to any other remedies the City or Developer may have if Artist fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, the City or Developer may terminate this Agreement. City's or Developer's termination of the Agreement, however, is an alternative to other remedies the City and Developer may have, and is not the exclusive remedy for Artist's failure to maintain insurance or secure appropriate endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Artist may be held responsible for payments of damages to persons or property resulting from Artist's, or Artist's respective agents contractors or subcontractors, performance of the work covered under this Agreement. ARTICLE XIX. GENERAL 19.1 Any provisions of this Agreement, which shall prove to be invalid, void, or illegal shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. 19.2 Whenever in the specifications any materials or process is indicated or specified by patent or proprietary name or by name of manufacturer, such specification shall be deemed to be used for the purpose of facilitating description of the material and/or process desired, and shall be deemed to be followed by the words "OR EQUAL," and Artist may offer any material or process which shall be equal in every respect to that so indicated or specified. 19.3 Artist shall not offer any substitute in said proposal or if a substitute so offered by Artist is not found to be equal to that so indicated or specified by name, if one only be so specified or named, or, if more than one be so specified or named, then such one as shall be specified in the proposal, or if none be so specified, then such one as shall be required by the City or Developer. 19.4 Unless a different date is provided in this Agreement, the Effective Date shall be the latest Date of Execution, hereinafter set forth below the names of the signature hereto. Should the Artist fail to enter a Date of Execution, the Effective Date shall be the Date of Execution by the City. Page 9 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. CITY: ATTEST < L VERONICA MONTECINO, CMC, City Clerk City of La Quinta; California APPROVED AS TO FORM: M. NE JENSON, City Attorney Ci uinta, California CITY OF LA QUINTA, a California Municipal Corporation Byn HOMAS P. GENOVESE, City Manager DEVELOPER: Trans West u ' , I IV I By: G FF MCCOMIC ARTIST: David L. ;rger d.b.a. National Heritage Collectors By: DAVID L. SPELLORBERGEA Title: C' �' �•G. / p^nw '/ /�!`M'wN �t^o State License No. Page 10 of 15 EXHIBIT A SCOPE OF DESIGN BUILD SERVICES SCOPE OF WORK a. Artist shall furnish all labor, material, tools, equipment, etc., required to design the Artwork in accordance with the quality level and intent of the concept drawings as prepared by Artist and approved by the City and Developer. b. Artist shall complete the design in sufficient scale and detail as required by the City and Developer authorities for approval. C. Artist's design and specifications has been approved by the City and the Developer. No changes shall be made without approval of the City and the Developer. II. GENERAL ITEMS OF INCLUSION: As a further clarification to the plans and specifications, the work shall include but not necessarily be limited to the following: a. Artist shall examine or cause to be examined all supporting and adjacent surfaces and record any defects to the Developer and the City prior to installing any material. The installation of any material constitutes the Artist's complete acceptance of all substrates as compatible with the work under this agreement. b. Artist is responsible for all repairs or replacement of any existing property or work which is damaged as a result of the performance of the work under this Agreement. c. Artist shall provide for all unloading, hoisting, scaffolding, and bracing for the Artwork. d. Artist shall provide all drilling, coring, cutting, fastening, and welding required for the artwork. e. Artist shall supply all specialty lighting required to complete the artwork. f. Developer shall supply all landscaping and irrigation removal necessary to complete and maintain the Artwork. III. SPECIFIC ITEMS OF INCLUSION a. The Artwork consists of two bronze horse sculptures "Freedom" and "Romance." The first piece, "Freedom," is to be located approximately 125 feet diagonally from the southeast corner of Avenue 54 and Madison Street. "Freedom" stands nine feet tall, three feet wide, and nine feet long. The bronze horse will sit on top of a four foot rock. The second piece, "Romance," consists of two horses. These horses will be located approximately 125 feet diagonally from the southwest corner of Avenue 54 and Monroe Street. The stallion stands eight feet tall, four feet wide, and seven feet long. The mare stands seven feet tall; two feet wide, and ten feet long. Page 11 of 15 EXHIBIT B SCHEDULE OF PERFORMANCE SCHEDULING: The first sculpture "Freedom" will be completed in December 2007. The second sculpture "Romance" will be completed by December 31, 2009. Page 12 of 15 EXHIBIT C SCHEDULE OF COMPENSATION SCHEDULE OF PAYMENTS/CREDITS TO DEVELOPER: Reimbursement of Art in Public Places fess paid into Fund to be paid to Trans West Housing upon signing of this Agreement: $8,995.93 Fee credits will be issued on all subsequent building permits issued after September 18, 2007 until the Art in Public Places fee is paid in the estimated amount of: $111,004.07 TOTAL NOT TO EXCEED: $120,000.00 SCHEDULE OF PAYMENT TO ARTIST BY DEVELOPER: Developer shall pay Artist the balance owed on the "Freedom" Sculpture ($58,690) upon its installation. Developer shall pay Artist the balance owed on the "Romance" Sculpture ($56,700) upon its installation. Page 13 of 15 EXHIBIT D NOTICE OF COMPLETION FOR ARTWORK Piece of Artwork: Bronze Sculpture of Horse "Freedom" WHEREAS, by that certain Art Purchase Agreement dated 2007 ("Agreement"), THE CITY OF LA QUINTA, a California municipal corporation (the "City") contracted with Trans West Housing, Inc. (Developer) and National Heritage Collectors (Artist) to provide certain "Artwork" (as defined in the Agreement); and, WHEREAS, as referenced in the Agreement, the City and Developer shall furnish Artist with a Notice of Completion upon completion of the fabrication and installation of the Artwork; and, WHEREAS, such certificate shall be conclusive determination of satisfactory completion of the fabrication and installation of the Artwork, as required by the Agreement, has been satisfactorily completed. NOW, THEREFORE, the parties hereto certify as follows: 1. As provided in the Agreement, the City and Developer do hereby certify that the fabrication and installation of the Artwork has been fully performed and completed. 2. Nothing contained in this instrument shall modify in any other way any executory portions of the Agreement. IN WITNESS WHEREOF, the City has executed this certificate this day of , 2007. CITY OF LA QUINTA, a California Municipal Corporation By: Trans West Housing us Page 14 of 15 NOTICE OF COMPLETION FOR ARTWORK Piece of Artwork: Bronze Sculptures of Horses "Romance" WHEREAS, by that certain Art Purchase Agreement dated 2007 ("Agreement"), THE CITY OF LA QUINTA, a California municipal corporation (the "City") contracted with Trans West Housing, Inc. (Developer) and National Heritage Collectors (Artist) to provide certain "Artwork" (as defined in the Agreement); and, WHEREAS, as referenced in the Agreement, the City and Developer shall furnish Artist with a Notice of Completion upon completion of the fabrication and installation of the Artwork; and, WHEREAS, such certificate shall be conclusive determination of satisfactory completion of the fabrication and installation of the Artwork, as required by the Agreement, has been satisfactorily completed. NOW, THEREFORE, the parties hereto certify as follows: 1. As provided in the Agreement, the City and Developer do hereby certify that the fabrication and installation of the Artwork has been fully performed and completed. 2. Nothing contained in this instrument shall modify in any other way any executory portions of the Agreement. IN WITNESS WHEREOF, the City has executed this certificate this day of , 2007. CITY OF LA QUINTA, a California municipal corporation By: Trans West Housing By: Page 15 of 15