Loading...
Item 4ECITY OF SOUTH LAKE Item 4E MEMORANDUM February 13, 2024 To: Alison Ortowski, City Manager From: David Miller, Community Services Director Subject: Approve final concept and contract with artist Vito DiBari, DBA DiBari and Associates, in an amount not to exceed $100,000 for public art to be installed at DPS West Action Requested: Approval of final concept and contract with artist Vito DiBari, DBA DiBari and Associates, in an amount not to exceed $100,000 for public art to be installed at DPS West Background Information: The Public Art Master Plan recommends commissioning and installing public art pieces for beautification and celebrating Southlake's history through the arts throughout the city. Page 42 of the Public Art Master Plan suggests installing public art at the DPS West station located at 2100 W. Southlake Blvd which is visible from Southlake Boulevard. The Southlake Arts Council extended an invitation to different artists in June 2023 to submit concepts for a commissioned sculpture to be placed in the DPS West Public Safety Facility. The Call to Artist was publicly announced in late June 2023. The deadline for applications was September 30, 2023. Staff received 31 applications of which 22 were complete. The Arts Council reviewed all completed applications during their October meeting and selected 4 finalists. The finalists were given a month to submit updated concepts based on the Arts Council's feedback and the revised concepts were reviewed during the November Arts Council meeting. DiBari and Associates was selected as the finalist. Staff was given direction to reach back out to DiBari and Associates to discuss further modifications of the concept. The artist submitted 5 potential new concepts to staff for Arts Council review in January. The Arts Council selected concept number 3. City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork City Council Meeting Date — February 20, 2024 Page 2 of 2 Item 4E-2 The final concept selected by the Arts Council in January was recommended for City Council approval during the January 23, 2024, meeting. Financial Considerations: Funding, not to exceed $100,000 for the design and installation of artwork, is provided in the Southlake Public Art Fund funded by the Hotel Occupancy Tax. Strategic Link: Approval of the final concept and contract for public art is linked to the City's Strategy Map related to Infrastructure and Development and Performance Management and Service Delivery. Citizen Input/ Board Review: Southlake Arts Council recommendation for approval of the final concept and contract on January 23, 2024. City Council consideration February 20, 2024 Legal Review: Not Applicable Alternatives: Approve final concept as is Approve final concept with recommended edits Deny final concept and explore other options Supporting Documents: • "Under Our Wings" project concept and proposal • Vito DiBari Standard Arts Agreement Recommendation: Approve final concept and contract with artist Vito DiBari, DBA DiBari and Associates, in an amount not to exceed $100,000 for public art to be installed at DPS West City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork Item 4E-3 Project Proposal CITY OF SOUTHLAKE .9 UNDER OUR WINGS Concept by Di Bari & Associates DiBARI 8L ASSOCIATES iconic art installations 8740 NE 2nd Miami, FL 33138 - briceno@dibari-id.com , www.dibariassociates.com 6 We promote the unique character of each city to create site -specific artworks that honor and inspire residents and visitors. The Department of Public Safety West Facility deserves an artwork that evokes a sense of community, paying tribute to the tireless effort that ff police and fire professionals put forth to protect Southlake's citizens. Our goal is to engage the diverse community with an artwork that first responders, visitors, and locals wiwilltake pride in. A Landmark for The Department Of Public Safety West Facility This artwork aims to symbolize the integrity of the department's police and fire pIV rofessionals while engaging the public both visually and emotionally augmenting the unique character of Southlake. Ab. PROTECT 14 �R Points of View The optimized design of the artwork features a "V" shape for the wings, which are positioned at a 300 angle to the road. This positioning allows the sculpture to be appreciated from a multitude of angles. Pedestrians, including people walking on the opposite side of East Southlake Blvd, along with incoming and outbound traffic, can all view the sculpture. 0 • F, I lAd . 3�a irw �� �*l���l��.:�L� 3/4 View Entering Southlake Front View PROTECT �OTEGT � 3/4 View Leaving Southlake Side View Entering Southlake Front View h P�OT�Ci � PROI'.��i���� Side View Leaving Southlake Symbolism �l MW CONNECTING THROUGH COLOR 'k To represent the city, we have selected a color palette that takes inspiration from Southlake's visual identity, in order to craft a true site -specific landmark. Green and gold feathers overlay one another, attesting to the unity of city, working together with the police and fire departments to protect their community. i IF If desired, green and gold could be switche dy giving the green feathers more prominence. SYMBOLS IN CLOSE UP With this layering of colors, the sculpture is at once easy to read from a distance and inviting of close up exploration. .A_ %'P. SYMBOLS IN CLOSE UP With this alternation of colors, the sculpture is at once easy to read from a distance and inviting of close up exploration. The Shield This emblem emblazons a shield, the universal symbol of safety and protection. The shield is depicted with the same shape as the one found in the official logo of the city, featuring the same adorned letter S at the center of it. CITY OF SOUTHLAKE L- SYMBOLS IN CLOSE UP With this alternation of colors, the sculpture is at once easy to read from a distance and inviting of close up exploration. Police and FirefiQhter Emblems - Protect Southlak At the base of the sculpture, we propose to include the slogan from the city's website: "Protect Southlake". This voices the feeling of duty that the Department of Public Safety has to its community more directly. Also reinforcing this idea, we propose to showcase the emblems of Police and Firefighters, in order to pay homage to these two entities, thus strengthening the bond between the artwork, the city, and its first responders. This will also add to the close up viewing and instill these feelings in the overall meaning of the sculpture. PROTEUI SOUTHLAKE FM PROTECT Isq 'MEMO. " 40 t 10 + r • + , 5 *' ,! — - od pi e2l, 5 � # ,•f 1 � }'r� F if ow ' ` � 1 � � �'t•*/ { �+'fir � f fef � :�� �:•�+r'4'�,-�,'•::[/; `�i4� ;'',� {�'� � 4's + � '}` .�. 'cam= .'�• - � �i ,*••,Y.3 J . `.. ! f ' �'� � _ r7 .ram !'s '� t rl PROTEC Yes' 41f • a.°w -k �+`- - ' 4�'1F'�F.xY.v..:S �F'.4� • L . � - i ly\• + �+ .�',',� `,� �r � '"# •'s _ • � - .. • - • - - - � .. s'.' .r r { �- `�'', - : - - F .#��%# - �wJ•}•3 •# i����tir �r.i•Yf��hr+h�;,�Y};y'M��.�'}�,���iy�� .' . , � - ry 1` { T 16 . Technical Specification OVERALL DIMENSIONS 14.5' 2.5' 0§ SOUTHLAKE ............................................................... ON. 7' r INFO & MATERIALS The sculpture will be made of steel with a finish of direct - to -metal epoxy coating. A layer of UV paint will protect the colors and prevent fading. - The green and gold wings will be welded together using metallic rod spacers, then bolted onto the concrete pedestal. The keywords and logos on the pedestal will be made of water jet cut aluminum. Like the wings, the words will be bolted onto the pedestal. MAINTENANCE Very little maintenance will be required. The sculpture can be cleaned with the gentle application of water and a mild liquid detergent to remove dirt or stains. A microfiber cloth should be used to wipe the artwork's surfaces. It will be important to avoid using any abrasive cleaning agents or materials, such as steel wool or Scotch Brite, which could mark the surface of the artwork. General maintenance can be done by non -artists (public work employees). A maintenance manual made by Conservator will be included upon artwork. a certified Art delivery of the The artwork would be fabricated in Texas. PRODUCTION TIMELINE AND BUDGET TENTATIVE TIMELINE Starting date at the receipt of the first installment. W 1 W2 W3 W4 W5 W6 W7 W8 W9 W 10 W 11 W 12 W 13 W 14 W 15 W 16 W 17 W 18 W 19 W20 W21 W22 W23 W24 Concept definition (Illustrations, 3D model, engineering) Fabrication Transportation and Installation UNDER OUR WINGS ROM (Rough of order of magnitude pricing) The project budgets listed in the following pages are informal cost estimates provided for early phase planning and budgeting purposes only. ROM pricing must be finalized after proper engineering, costing and planning have been executed. ITEM DESCRIPTION COST Artist Design and Project Management Fee (10%) 10)000.00 USD Fabrication (50%) 50)000.00 USD Installation (15%) 15)000.00 USD Professional Consultant Fees (10%) 10)000.00 USD insurance, Permits, Legal, Accounting, T&A, Quota of Overheads (10%) 10)000.00 USD Contingency (5%) 5,000.00 USD TOTAL 1100,000mOO USD I 06_ 6 DIBAm &ASSOCIATES iconic art Installations THANK YOU 8740 NE 2nd Miami, FL 33138 - briceno@dibari-id.com , www.dibariassociates.com Item 4E-27 Artist Contract AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND VITO DIBARI OF DIBARI & ASSOCIATES (ARTIST) FOR THE CREATION OF A SCULPTURE FOR THE CITY OF SOUTHLAKE made as of the day of January in the Year 2024 BETWEEN the City: The City of Southlake, Texas 1400 Main Street, Ste 440 Southlake, Texas 76092 Telephone 817-748-8400 and the Artist: Vito DiBari of DiBari and Associates 8740 NE 2nd Miami, FL 33138 for the following Artwork: Creation of a sculpture titled, "Under our Wings," featuring two abstract 16' tall texturized stainless -steel stylized wings with a finish of direct -to -metal epoxy coating representing the Southlake Fire and Police Departments to be installed in front of DPS West on 2100 W Southlake Blvd, Southlake, TX 76092 for an amount not to exceed $100,000. The City and the Artist agree as set forth below. THIS AGREEMENT is made and entered by and between the City of Southlake, Texas, a home -rule municipal corporation located in Tarrant and Denton County Texas, hereinafter referred to as "City", and Vito DiBari of DiBari and Associates, hereinafter collectively referred to as °`Artist", to be effective from and after the date as provided herein, hereinafter referred to as the "Agreement - WHEREAS, the City desires to engage the services of the Artist to create a sculpture titled, "Under our Wings," featuring two abstract 16' tall texturized stainless -steel stylized wings with a finish of direct -to -metal epoxy coating representing the Southlake Fire and Police Departments to be installed in front of DPS West on 2100 W Southlake Blvd, Southlake, TX 76092 for an amount not to exceed $100,000. WHEREAS, the Artist desires to render such services for the City upon the terms and conditions provided herein. NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: Di Bari and Associates Artist Contract Page 1 of 25 That for and in consideration of the covenants contained herein, and for the mutual benefits to be obtained, the parties agree as follows: ARTICLE 1 ARTIST'S SERVICES 1.1 Employment of the Artist - The City hereby agrees to retain the Artist to perform the services set forth herein in connection with the Art. Artist agrees to perform such services in accordance with the terms and conditions of this Agreement. 1.2 Design and Installation - The parties agree that Artist shall perform the services set forth and described in Exhibit "A", which is attached and incorporated herein by reference. The Artist shall furnish all materials, labor, tools, equipment, apparatus, facilities and anything else necessary to complete the Artwork in a workmanlike manner. The parties understand and agree that deviations or modifications to the scope of services described in Exhibit "A"= in the form of written change orders, may be authorized from time to time by the City. The Artwork shalt be delivered and installed by the Artist. installation will be scheduled according to the timeline set forth in Exhibit "B." Any changes to the installation date must occur with at least a forty-five (45) day notice and be agreed upon in writing by both the City and the Artist. The City will be responsible for the installation at its location, including the crane and related equipment; labor, barricades and traffic control. The artist will act as a consultant for said installation but shall not receive an additional fee for Artist's time or travel. The artwork shalt be permanently affixed to the Site in the manner to be determined by a structural engineer as described in Exhibit "A". Design and installation of the Artwork shall Comply with applicable building codes and seismic safety regulations. 1.3 Size of Artwork - The Completed Artwork shall be true to the estimated measurements and constructed out of the materials described in Exhibit "A". 1.4 Permits, Licenses, and Taxes - The Contractor for the project shall obtain and maintain during the term of this Agreement, all permits (including a City building permit), licenses, and certificates and pay all taxes that may be required in connection with the performance of services under this Agreement. Notwithstanding any other provision of this Agreement, Artist shall not be charged a fee for issuance of a City building permit or any City license. 1.5 Schedule of work - The Artist agrees to commence work immediately upon execution of this Agreement and receipt of first payment, and to proceed diligently with said work to completion as described in the Completion Schedule/Artwork Billing and Budget attached as Exhibit "B" and incorporated herein by reference. 1.6 Artwork Installation Site — The Artwork shall be permanently affixed to the installation site, located in front of DPS west on 2100 w Southlake Blvd. unless the City exercises its option to relocate as set forth in Section 3.2. The Artist shall Di Bari and Associates Artist Contract Page 2 of 25 design the sculpture and its base so that the art installation will be structurally safe and sound and comply with current municipal building codes and seismic standards in accordance with the Uniform Building Code. ARTICLE 2 THE CITrS RESPONSIBILITIES 2.1 Artwork Data - The City shall furnish required information that it currently has in its possession, as expeditiously as necessary for the orderly progress of the work, and the Artist shall be entitled to rely upon the accuracy and completeness of such information. 2.2 City Proiect Manager - The City shall designate, when necessary, a representative authorized to act on the City's behalf with respect to the Artwork (the "Project Manager"). The City, by and through this authorized representative, shall examine the documents submitted by the Artist and render any required decisions pertaining thereto as soon as practical so as to avoid unreasonable delay in the progress of the Artist's services. 2.3 Reimbursement for Travel — The Artist shall pay for all travel as it applies to this agreement. ARTICLE 3 ARTIST'S COMPENSATION 3.1 compensation for Artist's Services - As described in "Article 1, Artist's Services", compensation for this Artwork shall be one hundred thousand dollars and no cents ($100,000) ("Artist's Fee") and will cover all services to be rendered and materials to be provided in accordance with this Agreement. The Artist's Fee shall be paid in accordance with Article 3 and the Completion Schedule/Artwork Billing and Budget as set forth in Exhibit "B"_ The final ten percent (10%) of the Artist's Fee, or ten thousand dollars and no cents ($10,000) shall not be paid until the Artist has completed all of the Artwork services and tasks described in Exhibits "A" and "B". The Artist will also be required to fill out the proper paperwork to become an approved vendor of the City before payments commence. 3.2 Artwork Suspension - If the Artwork is suspended or abandoned by the City in whole or in part for more than three (3) months, Artist shall be entitled to compensation for any and all work completed to the satisfaction of City in accordance with the provisions of this Agreement prior to suspension or abandonment. In the event of such suspension or abandonment by the City, Artist shall deliver to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any other items prepared by Artist in connection with this Agreement prior to Artist receiving final payment. If the Artwork is resumed after being suspended for more than three (3) months, the Artist's compensation shall be equitably adjusted as approved by the City. Any Di Bari and Associates Artist Contract Page 3 of 25 additional amounts paid to the Artist after the Artwork is resumed shall be agreed upon in writing by both parties before the services are performed. ARTICLE 4 OWNERSHIP AND COPYRIGHT 4.1 Ownership of Work - The Artwork is the property of the City; The Artist retains Copyright in and to the Artwork under the Copyright Act of 1976, 17 U.S.C., Section 101, et seq. The Artist reserves the right to produce the Artwork at any size. Each edition will be clearly marked as a limited edition. If the City should desire to place the Artwork in a location that is not shown on Exhibit B, the City shall first notify the Artist Consistent with Section D herein as to the new location. The City shall be entitled to copies of the plans that are prepared by the Artist in connection with the development and fabrication of the Artwork under this Agreement. The ownership of the sculpture is transferred to the City upon full payment of Artwork described in Exhibits W and "B", 4.2 ownership of Copyright - Artist shall retain the copyright to the Artwork. Artist shall take all steps, at his own expense, to protect the Copyright of the Artwork. 4.3 License to City - The Artist irrevocably licenses the City, its employees, representatives, officers and agents, the right to make photographs, two dimensional reproductions, and adaptations of the work for educational, public relations, arts promotional and other non-commercial purposes. For the purposes of this Agreement, the following, among others, are deemed to be reproductions and/or adaptations for non-commercial purposes: reproduction in exhibition catalogues, websites, books, slides, photographs, postcards, posters, and calendars; in magazines, books, art and news sections of newspapers; in general books and magazines not primarily devoted to art but of an educational, historical or critical nature; slides, videos and film strips not intended for a mass audience, and television from stations operated for educational purposes or on programs for educational and news purposes from ail stations. Ail aforementioned work products created by the Artist will include the words: SCULPTURED BY VITO DIBARI OF DIBARI AND ASSOCIATES. 4.4 Copyright Notice — The City undertakes to use its reasonable efforts to include in any reproductions which it makes of the Artwork a copyright notice in the following form: Copyright Artist Name or Q Artist Name Di Bari and Associates Artist Contract Page 4 of 25 4.5 Representations and Warranties Regarding Copyright -- The Artist represents and warrants that the Artwork is an original creation of Artist's and will not infringe the copyright, trademark, or other intangible rights of any third party. 4.0 warranty of Title — The Artist represents and warrants that the Artwork is free and clear of all liens from any source whatsoever. ARTICLE 5 FABRICATION 5.1 SMifications — Artist will create the Artwork, or cause it to be fabricated, in substantial conformity with the specifications set forth in Exhibit W . 5.2 Changes — Any significant changes to the Artwork by either Artist or as requested by City will be approved in writing by the other party. For purposes of this Agreement, a `significant change" will mean any change, including but not limited to, a change in the scope, design, color, size, or material of the Artwork, which affects cost, installation, site preparation, maintenance and concept as described in Exhibit `AA". If Artist wishes to make a significant change to the Artwork, he must request written approval of the change in writing at the address provided in Article 14. The City will provide a written response within thirty (30) calendar days of receipt of the request. 5.3 Review of the Artwork — The City will be given access to the Artwork during reasonable business hours at Artist's or fabricator's studio in order to review the Artwork and Artist's or fabricator's progress with fabrication of the Artwork. Alternatively, the City requests and shalt be given photographic documentation of Artist's progress to verify each stage that triggers payment pursuant to Section 3.1 above. 5.4 Nofification of Fabrication Completion — Artist will notify the City in writing in the manner provided in Article 14 below when the Artwork is completed and ready for delivery. Designated representatives of the City will have the opportunity to inspect the Artwork for conformity with the design and structural requirements of this Agreement prior to delivery and to give written approval or disapproval of the Artwork within thirty (30) business days following notice from the Artist, As an alternative to the studio inspection, photographic documentation may be submitted to the City upon completion of the Artwork. 5.5 Preparation of Site — Regarding installation of the Artwork, cooperation from the City's designated staff and contractor is required. City wilt provide Artist with the specifications and drawings for the specific area at the site where the Artwork is to be installed. Artist is responsible for obtaining and forwarding to Cry design drawings and calculations for the installation of the Artwork. The drawings will illustrate the ArtworWs support system, including without limitation, connection Lion to the base. The designated city staff member will utilize these drawings and if, during installation, the Artwork is found to differ from the specifications noted in the drawings, it will be the Artist's Di Bari and Associates Artist Contract Page 5 of 25 responsibility to remedy the discrepancy and bring the Artwork into conformance with the drawings. 5.6 Warranty of craftsmanship -- The Artist warrants that the Artwork will be free of defects in workmanship and materials. In the event that any defects become apparent in the workmanship or materials within two (2) years of the completion of the Artwork by the Artist and acceptance of the Artwork by the City, Artist will remedy any defects at Artist's sole cost and expense during this period. ARTICLE 6 STORAGE 6.1 storage - Storage of the Artwork is the responsibility of the Artist. ARTICLE 7 FINAL APPROVAL OF ARTWORK 7.1 Final Acceptance - City will inspect the Artwork prior to taking delivery to determine whether it conforms with all of the requirements of this Agreement. The Artist shall furnish City with a full written narrative description of the Artwork. If the City finds that any aspect of the Artwork is not in conformance with this Agreement, the City will nobly Artist in writing and Artist will have a reasonable time and opportunity to address and cure any defects, requests or concerns of the City. Final acceptance shall be determined by the City in its sole and absolute discretion. The City shall notify the Artist in writing of its final acceptance of the Artwork. In no event shall the final acceptance occur more than thirty (30) days from the date of installation. 7.2 Title and Final Acceptance - Tide of ownership of the Artwork shall pass to the City upon final acceptance. ARTICLE 8 INTEGRITY OF THE WORK 8.1 Routine Maintenance -- The Artist shall provide to City written instructions for appropriate routine maintenance and preservation of the Artwork, including moving and installation of the Artwork. 8.2 Re airs - The City undertakes to exercise reasonable care to protect, repair, and maintain the work. Artist agrees to cooperate with and advise the City without charging the City in connection with any such non -routine maintenance, including, without limitation, damage by acts of God, vandalism, conservation and/or replacement of any portion of the Artwork to the extent that the Artist is able to do so. Di Bari and Associates Artist contract Page 6 of 25 During Artist's lifetime, the City will not undertake any non -routine maintenance on the Artwork without attempting to consult with the Artist or the Artist's authorized representative unless required by an emergency. 8.8 Relocation of the Work — To the extent that the Artwork is capable of being relocated, the City shall have the right to do so. If feasible, the City shall attempt to consult with the Artist concerning the relocation of the Artwork prior to any such relocation; however, the Artist's approval is not required for the relocation, if any. If the Artist is not pleased with such relocation, he or she shall have the right to renounce credit for the Artwork. If Artist renounces credit for his Artwork, this would include, among other things, assignment to the City of the copyrights described herein. 8.4 Credit -- The City agrees, at its own expense, to prepare and install at or near the Artwork a public notice, the form and exact location of which shall be solely determined by City, giving Artist credit for the creation of the Artwork. ARTICLE 9 RISK OF LOSS%!NSURANCE COVERAGE 9.1 Risk of Loss — The risk of loss or damage to the Artwork shall be borne by the Artist until final acceptance, and the Artist shall take such measures as are reasonable to protect time Artwork and the materials relating hereto from toss or damage until final acceptance. 9.2 Insurance -- The Artist, Consistent with the ma's status as an independent contractor, shall carry, and shall require any of its subcontractors to carry, at least the following insurance in such form, with such companies, and in such amounts (unless otherwise specified) as City may require: i. Worker's Compensation and Employer's Liability insurance, including All States Endorsement, to the extent required by federal law and Complying with time laws of the State of Texas; ii. Commercial General Liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Personal Injury, Completed Operations/Products Liability, Premises Liability, Medical Payments, Interest of Employees as additional insured's, and Broad Form General Liability Endorsements, for at least One Million Dollars ($1 Y0001000) Combined Single Limit Bodily Injury and Property Damage on an occurrence basis; Comprehensive Automobile Liability insurance covering all owned, non -owned or hired automobiles to be used by the Contractor, with coverage for at least One Million Dollars ($1 000,000) Combined Single Limit Bodily Injury and Property Damage. Di Bari and Associates Artist Contract Page 7 of 25 9.3 Insurance Requirements - The Artist shall: i. Name the City, its officers, agents, representatives, and employees as additional insured's as to all applicable coverage with the exception of workers' compensation insurance; ii. Provide for at least thirty (30) days prior written notice to the City for cancellation, non -renewal, or material change of the insurance; and iii. Provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance. 9.4 Insurance Companv Qualification -- All insurance companies providing the required insurance shall be authorized to transact business in Texas and rated at least "A" by AM Best or other equivalent rating service. 9.5 Certificate of Insurance -- A certificate of insurance evidencing the required insurance shall be submitted no later than the date of the execution of this Agreement. If this Agreement is renewed or extended by the City, a certificate of insurance shall also be provided to the City prior to the date the Agreement is renewed or extended. ARTICLE 10 AUDITS AND RECORDSIPROHIBITED INTEREST/VENDOR DISCLOSURE The Artist agrees that at any time during normal business hours and as often as City may deem necessary, Artist shall make available to representatives of the City for examination all of the Artist's records with respect to all matters covered by this Agreement, and will permit such representatives of the City to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, all for a period of four (4) years from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. The Artist agrees that the Artist is aware of the prohibited interest requirement of the City Charter, which is repeated on the Affidavit attached hereto as Exhibit "D" and incorporated herein by reference for all purposes, and will abide by the same. Further, a lawful representative of Artist shall execute the Affidavit. Artist understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. Di Bari and Associates Artist Contract Page 8 of 25 The Artist agrees that the Artist is further aware of the vendor disclosure requirements set f1brth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of the Artist shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit "E" and incorporated herein for all purposes. ARTICLE 11 TERMINATION OF AGREEMENTIREMEDIES 11.1 Artist Default — Failure or refusal of the Artist to perform any act herein required, unless mutually agreed to in writing by the City and the Artist, shall constitute a default. Artist shall be given a reasonable time within which to cure said default after receiving said notice in writing. In the event of a default, in addition to any other remedy available to the City, this Agreement may be terminated by the City upon ten (10) days written notice. Such notice does not waive any other legal remedies available to the City. 11.2 Conditions for Termination of Ag ement tither than Artist's Default — a�� If the City deems, in its sole discretion, the Artwork design is inappropriate or unworkable for the site, or if the deadlines specified herein are not met due, in whole or in part, to the Artist's actions and/or omissions, or if cost estimates indicate that the Artwork cannot be completed within the budget, the City retains the right to terminate this Agreement and is released from the obligation to enter into fabrication and installation of the Artist's design concept for the Artwork. In the event of any termination, Artist shall deliver to City all work, entirely or partially completed that Artist has been compensated for. The Artist shall receive full payment for services satisfactorily performed (as outlined in Exhibit "B"), and as solely determined by the City. The City shall make this final payment within thirty (30) days of notifying the Artist. 11.3 Remedies Cumulative - The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. ARTICLE 12 DISPUTE RESOLUTION/MEDIATION In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or dispute arising out of or relating to the interpretation or performance of this Agreement, or breach thereof, by voluntary mediation to be conducted by a mutually acceptable mediator. The cost of the mediation shall be divided equally between the Artist and the City. Di Bari and Associates Artist Contract Page 9 of 25 ARTICLE 13 INDEMNITY Indemnification - Artist agrees to defend, indemnify and hold harmless the City, all of its officers, Council members, agents and employees from and against all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court costs and related expenses, arising out of, connected with, or resulting from any acts or omissions of Artist or any agent, employee, subcontractor, or supplier of Artist in the execution or performance of this contract without regard to whether such persons are under the direction of City agents or employees. The Artist agrees to protect and indemnify the City, all of its officers, Council members, agents and employees, from all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court costs and related expenses, arising out of any alleged infringement of patents or copyrights arising from the Artist's performance under the Artist's Bid or this Agreement, including attorneys' fees and court costs. The provisions of this Article shall survive the termination or expiration of this Agreement. ARTICLE 14 NOTICES Artist agrees that all notices or communications to City permitted or requires! under this Agreement shall be detiverec! to City at the following addresses: Project Manager: Milenk.a Lopez City of Southlake 285 Shady Oaks Dr. Southlake, Texas 76092 817-748-8063 City agrees that all notices or communication to Artist permitted or required under this Agreement shall be delivered to Artist at the following address: Vito DiBaril DiBari and Associates 8740 NE 2nd k Miami, FL 33138 r +1 � r 305 570 9385 .. . 4 � .. � � Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. Di Bari and Associates Artist Contract Page 10 of 25 All notices or communication required to be given in writing by one party or the other shalt be considered as having been given to the addressee on the date such notice or communication is postmarked by the sending party. Each party may change the address to which notice may be sent to that party by giving written notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 15 MISCELLANEOUS 15.1 Complete Agreement - This Agreement, including the exhibits hereto labeled "A" through "E", all of which are incorporated herein for all purposes, constitute the entire agreement by and between the parties regarding the subject matter hereof and supersedes all prior and/or contemporaneous written and/or oral understandings. This Agreement may not be amended, supplemented, and/or modified except by written agreement duly executed by both parties. To the extent that any provision of this Agreement should conflict with the provisions of an exhibit, the provisions of this Agreement shall prevail. 15.2 Assignment and Suble- The Artist agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the city_ The Artist further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the Artist of its full obligations to the City as provided by this Agreement. All such approved work performed by assignment or subletting shall be billed through Artist, and there shall be no third party billing. 15.3 Successors and Assions - City and Artist, and their partners, assigns, successors, subcontractors, executors, officers, agents, employees, representatives, and administrators are hereby bound to the terms and conditions of this Agreement. 15.4 Severability - In the event a term, condition, or provision of this Agreement is determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect as if such invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 15.5 venue - This entire Agreement is performable in Tarrant County, Texas and the venue for any action related directly or indirectly, to this Agreement or in any manner connected therewith shall be Tarrant County, Texas, and this Agreement shall be construed under the laws of the State of Texas. Di Sari and Associates Artist contract Page 11 of 25 15.6 Execution/Consideration - This Agreement is executed by the parties hereto without coercion or duress for a substantial consideration, the receipt and sufficiency of which is forever confessed. 15.7 Authority - The individuals executing this Agreement on behalf of the respective parties below represent to each other that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whore the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date thereof. 15.8 waiver - Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such partygs right thereafter to enforce and compel strict compliance. 15.9 Headings - The headings of the various sections of this Agreement are included solely for convenience of reference and are not to be full or accurate descriptions of the content thereof. 15.10 Multiple Counterparts - This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. A facsimile signature will also be deemed to cn - an original if properly executed. 15.11 Sovereign Immunity — The parties agree that the City has not waived its sovereign immunity or any other legal defense by entering into and performing its obligations under this Agreement. 15.12 Representations — Each signatory represents that this Agreement has been read by the party for which this Agreement is executed and that such party has had the opportunity to confer with its counsel. 15.13 Miscellaneous Drafting Provisions This Agreement shall be deemed drafted equally by all parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any party shall not apply. 15.14 No Third Par!y Beneficiaries -- nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the parties do not intend to create any third party beneficiaries by entering into this Agreement Di Ban and Associates Artist Contract Page 12 of 25 15.15 Relationship of Party -- The provisions of this Agreement shall not be construed to create a partnership or joint venture between the parties_ Artist is performing Artists' services as an independent contractor and the doctrine of respondeat superior shall not apply between the City and the Artist. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest day as reflected by the signatures below. Effective Date: CITY ARTIST The City of Southlake, Texas Vito DiBari, DiBari and Associates By: � By: Alison Ortowski Vito DiBari Title: City Manager Approved as to Form: By: Taylor, Olson, Adkins, Sralla, and Elam L. L_ P City Attorneys STATE OF TEXAS: COUNTY OF TARRANT: BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED ALISON ORTOWSKI, KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPACITY THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF , , 2024. Di Bari and Associates Artist Contract Page 13 of 25 NO TA R Y PUBLIC IN AND FOR THE S TA TE OF TEXAS STATE OF C 6 aAT>"O- COUNTY OF P4Cr"C1�f- � 4)- BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED VITO DIBARI KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPACITY THEREIN STATED. qIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF A 01 OL P-'9_ -., 2024. NOTARY PUBLIC IN ATE OF FLORIDA JOHN STOREY Notary Public State of Florida CommIt HH235951 Expires 3/3/2026 Di Bari and Associates Artist Contract Page 14 of 25 EXHIBIT "A" SCOPE OF SERVICES AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND DIBARI AND ASSOCIATES (ARTIST) CREATION OF A SCULPTURE TITLED "UNDER OUR WINGS' APPROXIMATELY 16 FEET TALL FEATURING TWO ABSTRACT TEXTURIZED STEEL STYLIZED WINGS WITH A FINISH OF DIRECT -TO - METAL EPDXY COATING REPRESENTING THE SOUTHLAKE FIRE AND POLICE DEPARTMENTS TO BE INSTALLED IN FRONT OF DPS WEST 2100 W SOUTHLAKE BLVD. FOR AN AMOUNT TO NOT EXCEED $100,000. S_ ulp The services are to be provided by Vito DiBari of DiBari and Associates, sculptor, in the Creation of a sculpture per the design approved by the Southlake City Council (February XX, 2024), DiBari and Associates will furnish all design, labor and material in the fabrication of the sculptures as described in the following areas and amounts: 1. Design, fabricate, ship and install the sculpture and base: A. Provide the material for the sculpture and base in its entirety. B. Vito DiBad of DiBari and Associates will sculpt the above -described sculpture in accordance with the approved moquette. C. Provide appropriate packing and ship the sculpture to the site. D. Consult with the city on installation of the sculpture. E. Provide engineer -stamped drvAngs of the sculptures and base. The Artist shall create and oversee the installation of the Artwork in substantial conformity with the approved design. Any significant changes in the concept, as defined in Article 5.2, must be approved by the City. It is the responsibility of the Artist to coordinate with the City, and Contractor to ensure that the site is prepared to receive the Artwork. All Artwork installation and site preparation shall be performed during normal business hours. Installation These services are to be provided by the City of Southlake in the installation of the sculpture: A. City of Southlake is responsible to provide any and a16 landscape lighting. Di Bari and Associates Artist Contract Page 15 of 25 B. The City will be responsible for the installation at its location, including the crane and related equipment; labor, barricades, and traffic control. Upon completion of the permanent installation of the Artwork, the City project manager will inspect the work and give notice of acceptance, as provided in this Agreement. Clarifications • Delays due to others and beyond the implementation date shall constitute additional schedule extensions and appropriate general condition costs. • All artwork installation shall be performed during normal working hours. Exclusions: • Any and all dust, waste, and sanitary requirements. • Any and all landscaping and/or landscaping repairs. • Any and all licenses, fees and permits. • Any and all bonds. • Any and all testing and inspection costs. • Any and all damage to underground services not marked. ARTIST PROPOSAL: Prepared for: DPS West Project/ Southlake, Texas Public Art Program Prepared by: DiBari and Associates Project Details: Title: Under Our Wings Medium: steel with a finish of direct -to -metal epoxy coating. A layer of UV paint will protect the colors and prevent fading. The green and gold wings will be welded together using metallic rod spacers, then bolted onto the concrete pedestal. The keywords and logos on the pedestal will be made of water jet cut aluminum. Like the wings, the words will be bolted onto the pedestal. Scale: Two "wings" each, 16H x T W x 8' D. 8' total width. Base: 1.5'x8' circular metallic base Di Bari and Associates Artist Contract Page 16 of 25 Location: DPS West, 2100 W Southlake Blvd, Southlake, TX 70092 Description: The Department of Public Safety West Facility deserves an artwork that evokes a sense of community, paying tribute to the fireless effort that police and fire professionals put forth to protect Southlake's citizens. Our goal is to engage the diverse community With an artwork that first responders, visitors, and locals will take pride in. S bolic meaning of the sculptture: A Landmark for The Department of Public Safety West Facility This artwork aims to symbolize the integrity of the department's police and fine professionals While engaging the public both visually and emotionally, augmenting the unique character of Southlake. Connecting Through Color To represent the city, we have selected a color palette that takes inspiration from Southlake's visual identity, in order to craft a true site -specific landmark_ Green and gold feathers overlay one another, attesting to the unity of city, working together with the police and fire departments to protect their community. The Shield This emblem emblazons a shield, the universal symbol of safety and protection. The shield is depicted with the same shape as the one found in the official logo of the city, featuring the same adorned letter S at the center of it. Police and Firefighter Emblems - Protect Southlake At the base of the sculpture, we propose to include the slogan from the city's website: Protect Southlake". This voices the feeling of duty that the Department of Public Safety has to its community more directly. Also reinforcing this idea, we propose to showcase the emblems of Police and Firefighters, in order to pay homage to these two entries, thus strengthening the bond between the artwork, the city, and its first responders. This will also add to the close-up viewing and instill these feelings in the overall meaning of the sculpture. Di Bari and Associates Artist Contract Page 17 of 25 ,,Under Our Wings" Di Bari and Associates Artist Contract Page 18 of 25 EXHIBIT "B" COMPLETION SCHEDULEIARTWORK BILLING AND BUDGET AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND VtTO DIBARI (ARTIST) CREATION OF SCULPTURES FOR THE CITY OF SOUTHLAKE Task Timeline city Artist Project proposal Month i Contract signed Provides final (February 2024) Check #1 in the conceptual design Conceptual design amount of $50,000 with structural due (50%) paid engineer stamps Submit structural upon approval of drawings conce t design. Fabrication of Months 2 - 4 Completes art sculpture (March 2024 —May Photos submitted of piece, incorporating completed. Photos 2024) completed any feedback from of progress fabrication stage of City Council. submitted project. City reviews piece Check #2 in amount for approval of $40,000 (40%) paid upon approval Begins fabrication of final product. work, if approved by City. City approves final scut tore. Final acceptance by Month 6 Approve work. Sculpture delivered project manager, (July 2024) to City and installed submit maintenance Check #3 in amount at Site by City under worksheets; of $107000 (10%) Artist's supervision. dedication. due upon completion of installation. Di Bari and Associates Artist Contract Page 19 of 25 EXHIBIT licli MAP OF DPP WEST ON SOUTHLAKE BLVD. A d p S� An yt *4 'TA Ap. IV Ado Di Bari and Associates Artist Contract Page 20 of 25 EXHIBIT "(D29 AFFIDAVIT THE STATE OFL("O) (Lfb� § COUNTYOF I9L4-6"09.§ I, _ � 17 D "b � I , Artist,, make this affidavit and hereby on oath state the following: IS and/or a person or persons related to me, have the following interest in a business entity that would be peculiarly affected by the work or decision on the project (check all that apply); Ownership of 10% or more of the voting shares of the business entity. Ownership of $2,500 or more of the fair market value of the business entity. Funds received from the business entity exceed 10% of my income for the previous year. Real property is involved and I have an equitable or legal ownership with a fair market value of at least $2,500. None of the above. A relative of mine has substantial interest in the business entity or property that would be affected by my decision of the public body of which I am a member. Other: Upon the filing of this affidavit with the City of Southlake, Texas, I affirm that no relative of mine, in the first degree by consanguinity or affinity as defined in Chapter 573 of the Texas Government Code, is a member of the public body which took nr-Finn nn tha vinrapmant 2024. Di Bari and Associates Artist Contract Page 21 of 25 BEPM the y�O E nd rsigned authority, this day personalty appeared -� and an oath stated that the facts hereinabove stated are true to the best of his/her knowledge or belief. ®rn to and subscribed 0 � d before r me on this day of a , 2024. ARr,,4sso JOHN STOREY Not Public in and f Notary Public Tht State of y State of Florida Comm# HH235951 ,s���g�� Ex My commission expires: � � 6 L/2ZZ.C. E 1Expires s 3/3/2.026 Di Bari and Associates Artist Contract Page 22 of 25 EXHIBIT "E" VVF0RMAJ70NREGA"VVG VENDOR C0NFZ1CT0F1NT"JMrQUEM0MVAME VMO: A person must file a conflict of interest questionnaire with the City if the person has a cmploymcft or business relationship with an officer of the City dud results in taxable fimxne cxceedm'g $2,500 during the preceding twelve month period, or an officcr or a member of the of s family has acccptod gibs with an aggregate value of vw= than $250 during the previous twelve month period and the person engages in any of the following actions: 1. contracts or seeks to contract few the sale or purchase of property, goods, or services with the City, including any of the following: a. written and implied contracts, utility pmrAmcs, p�chase orders, edit card purchases and any purchase of goods and services by the City; b. contracts for the purchase or sale of real property, personal property including an auction of property; C. tax abatement and economic devclop nt aWcenwnts; 2. submits a bid to sell goods or services, or responds to a request for proposal for smices; 3. enters into negotiations with the City for a contract; or 4. applies for a tax abatenumt and/or economic development it dud will result in a contract with the City. THE FOLLOWING ARE CONSEDERED OFFICERS OF TIRE CTIT: L Mayor and City Council Membets; 2. city 1> 3. Board and Commission members po inted by the Mayor or City Council membem- 4. Directors of 4A and 4B development corporations; 5. the ei=utivc directors or 4A and 4B development corporations; and 4 6. Directors of the City off3ouddake who have autimmity to sign contracts on behalf of the City. EXCLUSIONS: A questionnaire statement need not be filed if the money paid to a local government officcr was a political contnibution, a gift to a member of the officer's family fwm a family member; a contract or purchase of less than $2,5W or a umnaction at a price and suet WAS0*kbke%4kCdW00MdVMq"Cr 176Anwhn=z*C1Q�WYMA*c PW I af3 Di Bari and Associates Artist Contract Page 23 of 25 to terms available to the public; a payment for food, lodging, transportation or entertainment, or a transaction subject to rate or fee regulation by a gover=cnW cntaty or agency. �f #IAT: A person or business that contracts with the City or who seeks to con Tact with the City must file a "conflict of interest qu vnnaire (FORM CIQ) vAdch is avaihibk online at www.ethics.state.tx.us and a copy of which is attached to this Guidchne. The form coiitains mandattary disclosures regarding "enploynumt or business relafiondfiW with a cipal officer. Officials may be asked to clarify or interpret various portions of the questionnaire. ViE: The person or business must : 1. the questionnaire no later than seven days after the date the peen or business begs contract discussions or negotiations with the municipality, or submits an application, responds to a request for pnVosais or bids, convspondence, or other writing related to a poumtial contract or agreement with the City; and 2. an updated questionnaire within seven days after the date of an event that veld make a fled questionn*e incomplete or inaccurate. It does not matter if the submittal of a bid or proposal resutts in a contract. The statute requires a vendor to file a FORAM CIQ at the time a proposW is or negotiations ccxmuience. WEUERE: The vendor or potential vendor must mail or deliver a completed questionnaire to the Finance Department. ne F-mmwe Dq wrhnent is required by low to psi tb,e stakaren& on !*e City's i femet websive. EN OR : Failure to file a quesdonnaire is a class c misdemeanor pnnisbable by a fine notto exceed $500. It is an exception to prosecution that the person files a FORM CIQ not later than seven business days after the person received notice of a violation. NOTE: The City does not have a duty to ensue that a person files a conflict of interest questionnaire. Di Bari and Associates Artist Contract Page 24 of 25 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor or other person doing business with local governmental entity Page 2 Name of local government officer with whom filer has affilitation or business relationship. (Complete this section only if the answer to A, 8, or C is YES.) This section, item 5 including subparts A. B, C & D, must be completed for each offlcer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIO as necessary_ A- Is the local government officer named in this section receiving or likely to receive taxable incorne f1rom the filer of the questionnaire? Yes No /k/N0 B. Is the Viler of the questionnaire receiving of likely to receive taxable income from or at the direction of the local government of named in this section AND the taxable income is not from the local governmental entity'? Yes No C. Is the filer of this questionnaire affiliated with a corporation or other buskwss entity that the local government officer serves as an off cer or director- or holds an ownership of 10 percent or more? Yes No D- Describe each affiliation or busWess relationship. Describe any other affiliation or business relationship that might cause a conflict of interest. SWatxe of persm doing bu&nm *Ah tt* goverrvrerftl erg Date A --o-- - de c 0 * - 13,'217R Di Bari and Associates Artist Contract Page 25 of 25