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
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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.
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lAd
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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
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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