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2024-01-23 SLAC PacketSouthlake Arts Council Meeting January 23, 2024 CITY OF SOUTHLAKE MEMORANDUM January 19, 2024 TO: Southlake Arts Council FROM: Milenka Lopez, Assistant to the Director SUBJECT: Agenda Item Comments for the Southlake Arts Council meeting on Tuesday, January 23, 2024, at 6:00 PM The meeting will be held on Tuesday, January 23, 2024, at Champions Club Hall of Fame rooms. If you are not able to attend this meeting, please notify staff at 817.748.8963 or m1opez(@_ci.south1ake.tx.us Regular Agenda: 1. Agenda Item No. 1. Call To Order 2. Agenda Item No. 2. Public Forum This is the public's opportunity to address the Arts Council about non -agenda items. During this proceeding, the Arts Council will not discuss or act on any item presented. Southlake Arts Council respectfully asks anyone speaking during Public Forum to limit remarks to three minutes or less. 3. Agenda Item No. 3. Consent A. Approval of the minutes from the November 28, 2023, Southlake Arts Council meeting - Please make any corrections to the minutes part of the motion for consideration. 4. Agenda Item No. 4. Consider A. Recommendation for aDDroval of final concept and contract with artist Vito DiBari. dba DiBari and Associates. in an amount not to exceed S100.000 for art to be installed at DPS West - The purpose of this item is to review artist Vito DiBari's updated concept submissions for public art to be installed at DPS West and recommend the final concept and contract to City Council. The updated concepts and signed Artist Agreement are included in your packet for review. B. Recommendation for acceptance of donation for Library Door Art for an amount not to exceed $1,200 - The purpose of this item is to consider the Southlake Arts Council Meeting January 23, 2024 Library Door Art donation and to recommend acceptance of the donation to City Council. A memo and visuals of the door art concepts are included in your packet. C. Approve Public Art Display Permit for the Daughter's of the American Revolution Traveling Exhibit for January 2024 — The purpose of this item is to approve the public art display permit for the Daughter's of the American Revolution Traveling Exhibit for display at the Southlake Town Hall lobby in January of 2025. The permit application and the Public Art Display Policy are included in your packet. 5. Agenda Item No. 5. Discussion A. Veterans Memorial Discussion - The purpose of this item is to discuss plans for the upcoming Veterans Memorial project. No packet document. B. Public Art Updates - This item allows the Arts Council to discuss Public Art updates. No packet document. C. APEX Updates - This item allows for an update on APEX programming. No packet document. 6. Agenda Item No. 6. Adjournment We appreciate your commitment and service to the City. Liaison Contact Information: Milenka Lopez Assistant to the Director STAFF CONTACT INFORMATION: Telephone- (817) 748-8963 Facsimile- (817) 748-8027 285 Shady Oaks Drive, Southlake, Texas 76092 Milenka Lopez, Assistant to the Director, mlopez(a-)ci.southlake.tx.us Vicky Schiber, Community Relations Manager, vschiber(a)_ci.south lake.tx.us CITY OF SOUTHLAKE SOUTHLAKE ARTS COUNCIL Tuesday, January 23, 2024 LOCATION: The Marq Southlake Legends Hall- Traditions Ballroom III 285 Shady Oaks Blvd. Southlake, Texas 76092 TIME: 6:00 P.M. Regular Agenda: Call to Order 2. Public Forum (This is the Public's opportunity to address Southlake Arts Council about non -agenda items. During this proceeding, Southlake Arts Council will not discuss, consider, or act on any items presented. Southlake Arts Council respectfully asks anyone speaking during Public Forum to limit remarks to three minutes or less.) 3. Consent A. Approve the minutes from the November 28, 2023, Southlake Arts Council meeting 4. Consider A. Recommendation for 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 B. Recommendation for acceptance of donation for Library Door Art for an amount not to exceed $1,200 C. Approve Public Art Display Permit for the Daughters of the American Revolution Traveling Exhibit for January 2025 5. Discussion A. Veterans Memorial Discussion B. Public Art Updates C. APEX Updates 6. Adjournment A quorum of the City Council, Board, Commission, or Committee may or may not be present at this meeting. CERTIFICATE I hereby certify that the above agenda was posted on the official bulletin boards at Town Hall, 1400 Main Street, Southlake, Texas, on Friday, January 19, 2024, by 6:00 P.M. pursuant to Chapter 551 of exas Governme�p,4%081*'*,,,��' Am ley, TRNSC City cretary If you plan to attenzd'� i5 public meetiri ` od have a disability that requires special needs, please advise the City Secretary 48 hoursita Vance at $17.70.8016 reasonable accommodations will be made to assist you. ''� ��tilnos �'%\`�� C'ity of'Southlake Values: Integrity ♦ 7n1W11t1PWh% Aecountability ♦ Commitment to Excellence ♦ Teamwork CITY OF SOUTHLAKE SOUTHLAKE ARTS COUNCIL MEETING MINUTES: November 28, 2023 LOCATION: The Marq Southlake Champions Club- Hall of Fame Rooms 285 Shady Oaks Blvd. Southlake, Texas 76092 TIME: 6:00 p.m. SOUTHLAKE ARTS COUNCIL PRESENT: Chair Tamara McMillan, Vice -Chair Leslie Walker, and Southlake Arts Council members; Julie Doyle, Terri Messing, Susan Steinbrecher, and Milan Georgia (Alt#1) SOUTHLAKE ARTS COUNCIL ABSENT: Arts Council members Alison Viktorin, and Tim Sabo STAFF PRESENT: Assistant to the Director Milenka Lopez, Community Relations Manager Vicky Schiber, Director of Community Services David Miller, Youth Services Librarian Stacy Wells, Chief of Police James Brandon, Fire Chief Michael Starr CITY COUNCIL MEMBER PRESENT: Deputy Mayor Pro Tern Kathy Talley REGULAR SESSION 1. CALL TO ORDER Southlake Arts Council Chair Tamara McMillan called the meeting to order at 6:01 p.m. 2. PUBLIC FORUM Chair McMillan opened the Public Forum at 6:02 p.m. There being no one to speak, Public Forum was closed at 6:02 p.m. 3. CONSENT AGENDA 3A. APPROVAL OF THE MINUTES FROM THE OCTOBER 24, 2023, SOUTHLAKE ARTS COUNCIL MEETING Chair Tamara McMillan presented item 3A, approval of the minutes from the October 24, 2023, Southlake Arts Council meeting. APPROVED City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 3A- 1 Minutes of the November 28, 2023 Southlake Arts Council Meeting Page 2 of 4 A motion was made to approve the minutes from the October 2023, Southlake Arts Council meeting as presented. Motion: Walker Second: Georgia Ayes: Doyle, Walker, McMillan, Messing, Steinbrecher, Georgia Nays: None Abstain: None Vote: 6-0 Motion passed. 4. CONSIDER 4A. CANCELLING DECEMBER 26, 2023, SOUTHLAKE ARTS COUNCIL MEETING Chair McMillan presented item 4A to the Arts Council for consideration. APPROVED A motion was made to cancel the December Arts Council Meeting. Motion: Doyle Second: Steinbrecher Ayes: Doyle, Walker, McMillan, Messing, Steinbrecher, Georgia Nays: None Abstain: None Vote: 6-0 Motion passed. 5. DISCUSSION 5A. REVIEW OF FINALISTS' REVISED PROPOSALS FOR PUBLIC ART AT DPS WEST FACILITY Assistant to the Director Milenka Lopez presented the final art concepts submitted by the 4 finalists. The Arts Council discussed all options and expressed the desire to work with DiBari and Associates. Direction to Staff: Reach out to DiBari and Associates for a conference call to discuss further customization of "Under Our Wings" and include Chair McMillan and Terri Messing. 5B. REVIEW TOWN SQUARE MUAL POLICY City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 3A- 2 Minutes of the November 28, 2023 Southlake Arts Council Meeting Page 3 of 4 Assistant to the Director Milenka Lopez presented the draft of the Town Square Mural Policy and was available to answer questions. Deputy Mayor Pro Tern Kathy Talley asked for more clarity on the issue of distinguishing between commercial signs and public art murals and the Arts Council's role in the process. Direction to Staff: Talk to the Planning Department and edit the policy to be clearer. 5C. DOWDLE STUDIOS OPPORTUNITY Deputy Mayor Pro Tern Kathy Talley presented item 5C and stated that it would be brought to City Council during their Winter Workshop. Direction to Staff: Present to City Council and report their direction back to the Arts Council. 5D. TOWN HALL PLAZA CONCEPT DISCUSSION Director of Community Services David Miller presented item 5D and was available to answer questions. He stated that he was interested in the Arts Council's perspective as to what sort of art could be incorporated in the project. Direction to Staff: Work with community groups such as the Southlake Community Band for their opinions. 5E. LIBRARY DOOR DONATION DISCUSSION Youth Services Librarian Stacy Wells presented item 5E and was available to answer questions. The Arts Council discussed ensuring the family was happy with the project. Direction to Staff: Follow up with the family to ensure they like the project and add to the January agenda as a Consider item. 5F. PUBLIC ART UPDATES Chair McMillan presented item 5F and was available to answer questions. Direction to Staff: NA 5G. APEX UPDATES City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 3A- 3 Minutes of the November 28, 2023 Southlake Arts Council Meeting Page 4 of 4 Terri Messing presented upcoming APEX events and was available to answer questions. Direction to Staff: NA. 6. ADJOURNMENT Southlake Arts Council Chair McMillan adjourned the meeting at 7:26 p.m. Attest: Tamara McMillan, Chair Community Services Department City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 3A- 4 2023 Southlake Arts Council Attendance Report Place Name 1/24/23 2/28/23 3/28123 4/25123 5/23/23 6/27/23 7/25/23 8122123 9/26123 10/24/23 11/28/23 12/26/23 Individual Attendance Rate Hrs To Date a • 00000©eaa��a©a�� oTamara McMillan000000aao��ooa II m�� - 00000©aooiii�ooa II ®�� Meeting Attendance Rate (includes substitutions) Total Hrs Per Month 0 Vacant position e Meeting Canceled due to no quorum CITY OF SOUTHLAKE MEMORANDUM January 19, 2024 To: Southlake Arts Council From: Milenka Lopez, Assistant to the Director Subject: Recommendation for 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 Action Requested: Recommendation for 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. City of Southlake Values: Integrity 1 Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 4A- 1 Southlake Arts Council Meeting Date — January 23, 2024 Page 2 of 2 Staff is asking the Art Council to select a final concept and recommend the contract for approval. Financial Considerations: Funding not to exceed $100,000 for the design and installation of artwork is provided in the Capital Improvement Fund. Strategic Link: Recommendation on the final concept and contract for public art is linked to the City's Strategy Map related to Quality Development and Performance Management and Service Delivery. Citizen Input/ Board Review: Southlake Arts Council recommendation for approval of the final concept and contract 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: Southlake Arts Council recommendation for 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 City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork Item 4A- 2 Mi 06_ 6 CITY OF S0UTHLA1<.,,,E UNDER OUR WINGS Re -design proposals DIBARI 8L ASSOCIATES iconic art installations 8740 NE 2nd Miami, FL 33138 - briceno@dibari-id.com , www.dibariassociates.com f f f 1% 0 f 1 f f 2 I PROTECT PROTECT AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND VITO DIBARI OF DIBAR1 S 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�4OO and the Artist: Vito DiBan of ❑iBan and Associates 8740 NE 2nd Miami. FL 33138 for the following Artwork: Creation of a sculpture titled. 'Under our Wings," featuring two abstract 16' tali 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 ❑iBari of ❑iBan and Associates, hereinafter collectively referred to as "Artist", to be effecWe 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 reader 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 i'.3ge t cf 25 Item 4A-3 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 shall 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 instaflation 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 shall be permanentty 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 seances 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 immediate#y 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 8.2. The Artist shall ❑i Ban and Associates Artist Contract Page 2 ed25 Item 4A- 4 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 CITY'S 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 rety upon the accuracy and completeness of such information. 2.2 City Project 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 n❑ cents ($100,000) (Artist's Fee'} and wilt 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 Gompletion 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 pnor 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 Item 4A- 5 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 dearly 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 ❑ herein as to the new location. The City shalt 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 "A" 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 C+ty - The Artist irrevocably licenses the City, its employees, representatives; officers and agents, the right to make photographs, two dimensional reproductions, and adaptations of the wont 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 andlor 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 all stations. All aforementioned wank products created by the Artist will include the words- SCULPTURED BY VIT❑ 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 a Artist Name Di Bari and Associates Artist Contract Page 4 of 25 Item 4A- 6 4.5 Representations and Warranties__ Regarding Copyright - The Artist represents and warrants that the Artwork is an original creation of Artist's and witl not infringe the copyright, trademark, or other intangible rights of any third party. 4.6 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 Specifications - Artist will create the Artwork, or cause it to be fabricated, in substantial conformity with the specifications set forth in Exhibit 'A 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 -A". 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 fabricators progress with fabrication of the Artwork. Alternatively, the City requests and shall be given photographic documentation of Artist's progress to verify each stage that triggers payment pursuant to Section 3.1 above. 54 Notification of Fabnca_tion Completion - Artist will notify the City in wribrig in the manner provided in Article 14 below v:hen the ArNiork 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 will 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 City design drawings and calculations for the installation of the Artwork- The drawings will illustrate the Artwork's support system, including without limitation, connection 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 ❑i Bari and Associates Artist Contract Page 5 of 25 Item 4A- 7 Warranty ARTICLE 6 STORAGE FINAL APPROVAL ARTWORK Repairs Di Ban and Associates Artist Contract Page 6 of25 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. 8.3 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 conceming 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/INSURANCE 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 the Artwork and the materials relating hereto from loss or damage until final acceptance. 9.2 Insurance - The Artist, consistent with the Artist'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 ;n such amounts (unless otherwise specified) as City may require: Workers Compensation and Employer's Liability insurance, including All States Endorsement, to the extent required by federal law and complying with the laws of the State of Texas: 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 insureds, and Broad Form General Liability Endorsements, for at least One Million Dollars {$1,000,000) 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 }east One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage. Di Bari and Associates Artist Contract Page 7 of 25 Item 4A- 9 9.3 insurance Requirements - The Artist shall 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 ni. 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 Company 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 iatertftan 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 INTERESTIVENDOR DISCLOSURE The Artist agrees that at any time during normal business fours 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 Sari and Associates Artist Contract Page 8 of 25 Item 4A- 10 The Artist agrees that the Artist is further aware of the vendor disclosure requirements set forth 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 AG REEMENTIREMEDIES 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 Agreement Other than Artist's Default — 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 Artists 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 ail 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 RESOLUTIONIMEDIATION 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 Item 4A- 11 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 required under this Agreement shall be delivered to City at the following addresses: Project Manager. Milenka Lopez City of South€ake 285 Shady Oaks Dr. Southlake, Texas 76992 817-748-8963 City agrees that all notices or communication to Artist permitted or required under this Agreement shall be delivered to Artist at the following address: Vita DiBari, ❑IBari and Associates 8744 NE 2nd Miami, FL 33138C +1 305 570 9385 Any notice provided for under the terms of this Agreement by either patty 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 Item 4A- 12 All notices or communication required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is postmarked by the sending party- Each parity 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 wntten 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 Subletting - 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 worts 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 worts performed by assignment or subletting shall be billed through Artist, and there shall be no third party billing- 15-3 Successors and Assigns - 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 snail be construed under the laws of the State of Texas. pi Ban and Associates Artist Contract Page 11 d25 Item 4A- 13 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 whom 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 party's 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 _Muttiple 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 constitute an original if properly executed. 15.11 Sovereign lmmunity --- 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 app}y- 15.14 No Third Party_ 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 parity beneficiaries by entering into this Agreement Di Ban and Associates Artist Contract Page 12 at 25 Item 4A- 14 15.15 Relationship of Parties — 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: ["ICA The City of Southlake, Texas M Alison Ortowski Title. City Manager Approved as to Form- Bw ARTIST Vito DiBari, DiBari and Associates By _ Vito ❑iBari 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 2024. Di Bari and Associates Artist Contract DAY OF Page 13 of 25 Item 4A- 15 NOTARY PUBLIC 1N AND FOR THE STATE OF TEXAS STATE OF 0 COUNTYOF 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. gEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF tA004- I ., 2024. BLIC IN A146FOR-IRE STATE OF FLORIDA 1"y JOHN STOREY Czz; ° Notary Public State of Florida = Comm# HM2359 d 51 NCF 'O $ rrxpires 3/3/2026 D1 Bari and Associates Artist Contract Page 14 of 25 Item 4A- 16 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 DIPS WEST 2100 W SOUTHLAKE BLVD. FOR AN AMOUNT TO NOT EXCEED $100,000. Scu�re The services are to be provided by Vito DiBan of DiBan and Associates, sculptor, in the creation of a sculpture per the design approved by the Southlake City Council (February XX, 2024), DiBan and Associates will furnish all design, labor and material in the fabrication of the sculptures as described in the following areas and amounts: I. Design, fabricate, ship and install the sculpture and base: A. Provide the material for the sculpture and base in its entirety- B. Vito ❑iBari of DiBan 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 drawings 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 Southiake is responsible to provide any and all landscape lighting. Di Elan and Associates Artist Contract Page 15 of 25 Item 4A- 17 B. The City will be responsible for the installation at its location, inctuding 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 consttttte 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 ❑iBari and Associates Project Details. Titfe: 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 wi l be bolted onto the pedestal. Scale: Two 'wings" each, 15H x 8' W x 8' ❑, with one foot separation between towers. Approx. 8' total width. Base: 1.5'x8' circular metallic base Di Bari and Assoclates Artist Contract Page 16 of 25 Item 4A- 18 Location: DPS West, 21 00 W Sauthlake Blvd, South lake, TX 76092 Description: The Department of Public Safety West Facility deserves an artwork that evokes a sense of community, paying tribute to the tireless 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 kxcals will take pnde in. Symtbalic meaning of the sculpture_ A Landmark for The Department of Pubic Safety West Facility This artwork aims to symbolize the integrity of the department's police and fire 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 cokx 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 South lake'. 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. Di Bari and Associates Artist Contract Page 17 of25 Item 4A- 19 Itltem 4C- em 4C- 7 •Under Our Wings" Di Bari and Associates Artist Contract Page 18 of 25 Item 4A- 20 EXHIBIT "B" COMPLETION SCHEDULE/ARTWORK BILLING AND BUDGET AGREEMENT BETWEEN THE CITY OF SOUTHLAKE, TEXAS (CITY) AND VITO ❑IBARI (ARTIST) CREATION OF SCULPTURES FOR THE CITY OF SOUTHLAKE Task I Tmeline Month 1 (February 2024) Conceptual design Submit structural drawings Fabrication of Months 2 - 4 sculpture (Mardi 2024 — May completed. Photos 2024) of progress submitted Final acceptance by project manager, submit maintenance worksheets: dedication. Month 6 (July 2024) Di Bart and AssmWfts Artist Contract Conhat *pied Check #f in the amount of $50,000 due (50%) paid upon approval of Phobos submitted of completed fabrication stage of project. Check #2 in amount of $40,000 (40%) paid upon approval of final product. Approve work Check #3 in amount of $10,000 (10%) due upon cornplehon of installation. X7 Provides Final conceptual design with structural engineer stamps Completes art piece, incorporating any feedback from City Council. City reviews piece for approval Begins fabrication work, if approved by City. City approves final Sculpture delivered to City and installed at Site by City under Artlst's supervision. Page 19 of 25 Item 4A- 21 EXHIBIT "C" MAP OF ❑PS WEST ON SOUTHLAKE BLVD. on! M-1 ti Di Bari and Assoclates Artist Contract Page 20 of 25 ill Item 4A- 22 EXHIBIT "D„ AFFIDAVIT THE STATE OF IN R'a § COUNTY OF 19 L4-6�-'0 i, � ti t ,C) b t 4)�l _, Artist, make this affidavit and hereby on oath state the following: I, 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 l have an equitable or legal ownership with a fair market value of at least $2,500. XNone 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 action on the agreement. Signed this day of 2D24. Signature of6fficlaaltle ❑i Bari and Associates Artist Contract Page 21 of 25 Item 4A- 23 BEFORE ME� the u d auftwity, ttis day ply ne f arld on oath stated tha# t4reMadave stated are true to the best of K%-.Rw k *wiedge or bebet_ Sworn to and subscribed before me on fts 2024. PLA*c in &ScAaleof , W oorrarisskm expires- 3 D 3 tZ0 Z.(o dary of X3HM STOREY iv!Votary Public State of fiorkb Cwr" HK235951 -lwExpires 3X2025 Paw22d25 Item 4A- 24 EXHIBIT " E" INFORMATION REGARDING VENDOR CO NPUCT OF IN Z3rA T WHO: A person must file a conflict of inieaest querSonnsire wide the Ctty if the peYaan has a rmpioynteal or betahwn relationship with as officer of the City dud :eiumils in taxable income exceeding 52.5W during the pneoeding twetve tttonth period, or in aSiar or a member of the oifiicc's family has aooepterd efts with an agpegpte valise of more thou 5250 du mg the pmNxx s twehe —nth p — d and the person engages w any of the: falipwing auiw& l . coaeratts or seeks to c oub ac t fQ the sale or purchase of property, goods, or services with the City, including any of the following: a. writhes attd imphod eootracts, x0hty prc escs, pwrhase orders, credit card purer and any purchase of goods and sermcs by the City; b. contracts for the ptrrheue or sale of r%*J property, persocel property indkxW g an auction ofpropaty; c tax abou aeat and economic de►ciopmeni agrecmems; Z submits a bid to sell goods or wrvices, or tespoods to a request for proposal for services 3. emus into negopstioes with the City foe a conbract, or 4. applies for a tax abowncrd and/or economic devek nunett itteerrtive that will resent in a contract with the City. THE FOLLOWING ARK CONS MERED OFFICFJM OF I CrTY: 1. Mayor and City Got cil ASembQs; 2. city Manager; 3. Board and Commission mcmbam appouded. by the Mayor or City Council nvxnbers; 4. Direcwz of 4A mW 411 devdopntenr co poratkms; 5. the cxec:utive dircck xm or rttanrgj[ss of 4A and 4B development corporations: attd 6. Ditmwn of the City of 3ouddake who have athority to sigp eonhaets on behalf of the city. KXCLUSIOM.- A gnestioffiaut swammmi need not be filed if the money paid to a ksml government of% was a political coundbu on, a gill W a member of the officer's family f vw a fi Wly member, a eaatract or purdbow of less than. S2,5W or a tnonsac on at a price and mAjvct Di Bari and Associates Artist Contract Page 23 of 25 Item 4A- 25 to tsars available to the public; a payment for food, bodging. t anspora6on or cnicitninmmL; or a Laoeactio t subject to rate or fee regulation by a governown i entity or agdocy. WHAT: A person or business that eontrwa with the City or who seeks to comact with ale Cdy ON file a %on$ict of interest quea6onawe- (FORM C3Q) which is arar7nbie oakne at www.cthicsstalartx.us and a copy of which is attached to this Ckidetiir- 71e faotm contains msndaksy d scloarnrs regarding "amps 7s=t or business redationdwi e' with a-amerpal officer. Officials maybe asked to citaify or imcpret various portions of &e qursdonnaire_ WAN: The person or business mast file: 1. the gnesdaoowe no later than sevear days viler the daft the pera n or b®raa begets 00ntract difficUSSIons or rtegat Xbons with the mumcgmdlty. or subauts an a pplicaliorr. responds to a request for proposals or bids„ ooeeapaodeaoe, or other writing related to a potential contract or agreeanrs t with the City; arad 2. an updated qu sbo m c within seven days after the dose of sin event tbod would make a filed questionnaire snaamp1de cr inamunde, It does trot medtnr if the submittal of a had or proposal results in a< cant ac t. The staitae requires a vcndar to file a FORM CIQ at the Brno a proposal is aahmitted or rte*ntistiCw comaoeooe. WifERR: The vendor or potential vendor nmw[ crawl or deliver a complped garsponosire to the Fumiee Deparmseat. Ue F a oxce Depa ran wr Jr nVabed by low rn raw atle sihmdNeatr an ghe City's imermw wrwer. ENFORCF7.W.NT: Faihae to file a queapoeneaire is a class c misderoconor po"able by a fine not to exceed S500. R is an exception to prosecution deer the person finks a FORM ClQ not law than seven business days ails the person received no6m of a violation_ NOTE: The City does not have a dray to ensure that a person files a conflict of "gereg 9uestionnaim w WIWOM r%.Aa.dr.aa MOY26OLdw ►w a ors Di Bart and Associates Artist Contract Page 24 of 25 Item 4P�„3�_ CONFLICT OF INTEREST QUESTIONNAIRE FORM C For vendor or other person doing business with local governmental entity Page 2 / Nance of local governmerit officer with whom flier has affilrtahon or busw*ss retattonship. (Complete this secugn only n the answer to A. B, or C is YES.) Thy section, rlem 5 Including subparts A. B, C b D. must be completed for each oMcer w,t witorn the flier has afiMiation or twstness reladorkOip. Attach additional pages b Ms Forth CIO as necessary A. Is the local governrmnt officer named in INS section receiving or likefy to receive taxable ingbrne from the Wr of the quesbonrkwe? Yes E-1 No B. is the fw of 7te questionnaire recewng or tkely to receive taxable income from or at the direcvon of the local government officer named in this section AND the taxable Income is not from the local govemrnental entM}'? Yes N- C - fs the Ner of this puesdwnaire affiliated with a corporation or other Wsiness entity that the local go►nemment officer serves as an omcer or director, or holds an ownership of 10 percent or more'0 E]Yes E-1 No D. Describe each afrMiatwn or busxtess relationship. Describe arty other affiliation or business relationship that might cause a conflict of interest. Sgs94re of p".on dprxr burets with the garermieMal ent y Lute D1 Bari and Associates Artist Contract A-r . 0 , '1:'.7' Page 25 of 25 Item 4A- 27 CITY OF SOUTHLAKE MEMORANDUM January 19, 2024 To: Southlake Arts Council From: Milenka Lopez, Assistant to the Director Subject: Recommendation for acceptance of donation for Library Door Art for an amount not to exceed $1,200 Action Requested: Recommendation for acceptance of donation for Library Door Art for an amount not to exceed $1,200 Background Information: Ordinance No. 1228B states that the Southlake Arts Council shall make recommendations to the City council on acceptance of donations valued over $1,000 to be placed for more than 60 days. The Public Art Display and/or Performance Policy outlines that donated art will be reviewed by the Southlake Arts Council and a recommendation will be made to the City Council for placement of the art in a city facility or on City property. Credence and a clear preference will be given to the location indicated by the donor, but the City Council will make any final determinations on placement. During the November 28, 2023, Southlake Arts Council meeting, Stacy Wells, Youth Services Librarian, presented a public art opportunity to the Arts Council. Local artist and CISD art teacher, Emily Trammel, would like to donate the Library Mural Growth Chart to the Southlake Public Library for permanent display on the bathroom door of the Children's Section of the Library. The Library Mural Growth Chart would be painted directly on the bathroom door and would be in memoriam of a child who passed away in 2023. Emily Trammell is offering to do the artwork for $1,200, and a citizen group is raising money to pay for the artwork as a donation to the library in honor of the young girl. The girl's mother, Julie Lacy, has been contacted regarding the project and is happy for the project to continue as is. Emily Trammell has provided 3 painting options to be placed on the door. City of Southlake Values: Integrity 1 Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork IteMIAB-4tem 4C- 7 Southlake Arts Council Meeting Date — January 23, 2024 Page 2 of 2 Staff is asking the Art Council to select a final concept and recommend acceptance of the donation for an amount not to exceed $1,200. Financial Considerations: The total price of the Library Mural Growth Chart is $1,200. A citizen group is raising money to pay for the artwork as a donation to the Southlake Public Library. Strategic Link: Recommendation for acceptance of donation for Library Door Art is linked to the City's Strategy Map related to Quality Development and Performance Management and Service Delivery. Citizen Input/ Board Review: Southlake Arts Council review and recommendation for acceptance of donation to City Council 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: Public Art Policy "Library Mural Growth Chart" design options. Recommendation: Recommendation for acceptance of donation for Library Door Art for an amount not to exceed $1,200 City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork Item 413- 2 c- tt I �.. Item 46- 3 CITY OF SOUTHLAKE MEMORANDUM January 19, 2024 To: Southlake Arts Council From: Milenka Lopez, Assistant to the Director Subject: Approve Public Art Display Permit for the Daughters of the American Revolution Traveling Exhibit for January 2025 Action Requested: Approve Public Art Display Permit for the Daughters of the American Revolution Traveling Exhibit for January 2025 Background Information: In early December, city staff was contacted by the Southlake chapter of the Daughters of the American Revolution with a request to display an exhibit in Town Hall. The exhibit celebrates the 250t" Anniversary of America's Independence in 2026. The exhibit demonstrates how the lives of ordinary people were affected by the events of the American Revolutionary War. The exhibit consists of 12 Roll -Up graphic banners, each measuring 84" by 36" wide. Staff is recommending the exhibit be displayed in the Town Hall Lobby from Friday, January 10, 2025, to Friday, February 7, 2025. The exhibit artwork will not exceed 30% of the lobby wall space and will not require to be hung on wall panels as the roll -up graphic banners stand alone. The pieces will be placed based on size and aesthetic concerns related to color and composition. The permit for the exhibit and reception complies with provisions of the Public Art Display and Performance Policy. A copy of the permit is attached for your review. Financial Considerations: N/A Strategic Link: Approval of the permit is linked to the City Council Focus Area of Partnerships and Volunteerism. The permit also addresses the corporate objectives of providing opportunities for partnerships and City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork Item 4C- 1 Southlake Arts Council Meeting Date — January 23, 2024 Page 2 of 2 volunteer involvement and providing attractive and unique spaces for the enjoyment of personal interests. Citizen Input/ Board Review: Southlake Arts Council consideration and approval of Public Art Display Permit on January 23, 2024. Legal Review: The permit form was reviewed previously with the Public Art Display and Performance Policy by the City Attorney Alternatives: Approve the permit as presented Approve the permit with modifications Decision not to approve the permit Supporting Documents: • Permit Application: Southlake Daughters of the American Revolution Exhibit • Public Art Display and Performance Policy Recommendation: Approve Public Art Display Permit for the Daughters of the American Revolution Traveling Exhibit for January 2025 City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork Item 4C- 2 City of Southlake Permit for the Display and/or Performance of Art in a Public Facility or Property Please Note: All requests are taken on a first -come, first -served basis. Art Exhibit agreement is also required to be signed before any display or performance may occur. Extensions may be granted by staff. City Facility requested -rOVJ I H-OLt 1 CONTACT INFORMATION Person Responsible: y\ GCka-e (Ahh gll y Phone: 0 1 -? - 5-L1 o"5-qq0 Cell Phone: 8 �r 5 0-1C�p E-Mail Address: bush �Gi1�A g01�►S�e 9ry��.�j� Address: C0 SO, )Cp1/1 �jr City SOS lo. State_ Zip --[-�� Alternative Contact: Name: Phone Number: E-mail: DISPLAY or PERFORMANCE INFORMATION Requested Date: J-Q, y) kA Q a Type of Display or performance: N-ts -ply GU�01y pawls Detailed Information including a plan of needed wall or floor space about the display or performance, including planned activities or any equipment/special needs. Please include the number of pieces to be hung for the exhibit. There are thirteen available panels in the Town Square Lobby. Pieces greater than 2424 inches, but not larger than 60x70 inches, display best in the space. We limit the number of pieces hung in the Town Hall Lobby to 26 pieces:_ SS+" -alone. dAheers Rol I -LA-0m�' iqK?uki �� wide- 5 Pater-o rn ry," ed ' SOo S9UJare � LkV_ Item 4C- 3 Rwhn nIce,_ 025b amm,+fee- Qaf+a(h 01o11y Corbl'v, Organization Represented: _ Doaki +ws &P +tc ya mep� Re— V6CU_,l-, �� Non -Profit: Yes �� No l Is this display or performance to include a fundraiser? Yes No V111, Note: Must Provide at least 6 weeks notice and cannot be a continuous fundraising effort throughout the duration of the exhibit, but must occur in a specific event(s), If YES, please answer the following: [\J /)C--r Does your organization maintain a Southlake mailing address or PO Box? Yes No Do a majority of your members, including officers, reside in Southlake? Yes No Will your event cause any impact on City staff or City resources? Yes No Item 4C- 4 CITY OF SOUTHLAKE Public Art Display and/or Performance Policy Policy: Display and/or Performance of art in public facilities or other city properties Source: City Council Effective Date: 1.0 Purpose: The purpose of this policy is to create a procedure to determine what art can be displayed within public facilities or other city property, and for how long, as well as to create an administrative framework for control of displayed artwork and related issues of liability, while epitomizing the City's core values of integrity, innovation, accountability, commitment to excellence, and teamwork. 2.0 Goals: 2.1 To create a process and to put controls in place for temporary display of art in public facilities and parks. 2.2 To provide a policy and a process for temporary art displays in public facilities by: 2.2.1 Requiring little or nominal expense to the City to display works of local and nationally recognized professional artists; 2.2.2 Providing a more satisfactory esthetic experience for citizens visiting public facilities or parks; 2.2.3 Creating an incentive or destination for citizens to utilize public facilities in order to involve them more in local government; and, 2.2.4 Drawing citizens and others to shopping venues contiguous to public facilities and parks. 2.3 To provide a policy and a process for permanent art displays in public parks and city facilities. 3.0 Definitions: 3.1 Arts in public places — Any art displayed, performed, or demonstrated in City parks, rights of way, or the interior/exterior of any City facility. 04/19/2016 City Council Approved (7-0) Item 4C- 5 Public Art Display and/or Performance Policy Page 2 of 13 3.2 Artwork — Includes, but is not limited to, a sculpture, monument, mural, painting, fountain, or stained glass. 3.3 Artist — A practitioner in the visual and/or performing arts generally recognized by critics and peers as a professional of serious intent and recognized ability that produces fine works of arts. 3.4 City — Shall mean the City of Southlake, Texas. 3.5 Deaccession — The removal, relocation, selling, auctioning, or trading of artworks owned by the City. 3.6 Donations (and Gifts) — Arts donated to the City from a private individual or institution and/or other outside sources. 3.7 Loan — Works of art provided to the City to display for a predetermined period of time and to be returned to the owner after the loan period has expired. 3.8 Southlake Arts Council - A board appointed by the City Council that makes recommendations to the City Council regarding the public arts program. 3.9 Permanent arts in public places - Any visual work of art displayed in City parks, rights of way, or the interior/exterior of any City facility. 3.10 Donor - An individual, private company, community group, or other organization who places artwork in City parks, rights of ways, the interior or exterior of any City facility and/or private facilities and/or properties. 3.11 Public Arts Collection — Consists of all City of Southlake owned or controlled fine works of art. 3.12 Art Exhibit Agreement — Agreement that will exist between the City of Southlake and artists who display temporary exhibits in city facilities or on city property. 3.13 Temporary arts in City facilities or property — Any visual or performing work of art in city facilities or property. 3.14 Facility Arts Display Performance Use Permit - Form is required to be filled out and processed by staff for Arts Council review six weeks prior to display, with the exception of art displays or performances initiated by city departments or divisions, which will be coordinated with the Southlake Arts Council staff liaison for scheduling purposes. 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 6 Public Art Display and/or Performance Policy Page 3 of 13 4.0 Placement of temporary art exhibits or performances at public facilities or other city property: 4.1 Planned Visual Art Exhibits, temporary — The Southlake Arts Council may present up to three Calls to Artists per annum and would select the artist(s) to present artwork in accordance with the Call to Artist SOP. The dates for presentation of the artwork and length of the exhibit will be determined by the Southlake Arts Council. Temporary exhibits would occur no more than five times per year with one of those times being reserved for CISD student art. Art exhibits will be managed and maintained by the City of Southlake staff liaison to the Southlake Arts Council. City department art displays, events or programs may be available for Arts Council review but not approval. All other applications will require Arts Council review and approval. No exhibit will be allowed to take up more than thirty percent (30%) of the floor space and/or thirty percent (30%) of the wall space in common areas of city facilities. A plan will be required detailing wall and floor space needed. Exceptions may be granted with City Council approval only. 4.2 Ad Hoc Visual Arts Exhibits, temporary — Unlike the planned exhibits, these would be initiated by the public or City of Southlake staff, and would occur when space is available as determined by staff. A Facility Arts Display/Performance Form will need to be submitted to the Arts Council liaison at least six weeks in advance of the showing. The Southlake Arts Council will review and approve or deny all applications in order to determine appropriateness of the application in a requested venue. The dates for presentation of the artwork and length of the exhibit will be determined by the Southlake Arts Council. Exhibits will be managed and maintained by the City of Southlake staff liaison with the Southlake Arts Council. City department art displays, events or programs may be available for Arts Council review but not approval. All other applications will require Arts Council review and approval. No exhibit will be allowed to take up more than thirty percent (30%) of the floor space and/or thirty percent (30%) of the wall space in common areas of city facilities. A plan will be required detailing wall and floor space needed. Exceptions may be granted with City Council approval only. 4.3 Performing Arts Programs, temporary — These programs are limited to single performances. A Facility Arts Display/Performance Form will need to be submitted to the Southlake Arts Council liaison at least six weeks in advance of the performance and will be subject to review and approval by the Southlake Arts Council. City sponsored performances in City facilities that are not generally used for programming will be the responsibility of the department or division sponsoring or providing the event. The sponsoring department or division is responsible for submitting proper forms to the Southlake Arts Council liaison. City department art displays, 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 7 Public Art Display and/or Performance Policy Page 4 of 13 events or programs may be available for Southlake Arts Council review but not approval; all other applications will require Southlake Arts Council review and approval. 4.4 Donated art to be placed in public facilities — Donated art will be reviewed by the Southlake Arts Council and a recommendation will be made to the City Council for placement of the art in a city facility or on city property. Credence and a clear preference will be given to location indicated by donor, but the City Council will make any and all final determinations on placement. 4.5 Art Exhibit Agreement — Art displayed on a temporary basis will require that the artist and the City of Southlake sign an agreement that determines the length of time for displays. Key components are: 4.5.1 Artwork and agency: The artist shall agree to lend his/her artwork for temporary display at no cost to the city; 4.5.2 Installation and curatorship: The artist shall deliver the artwork in a form that is ready for immediate display; 4.5.3 Artist's assumption of liability and waiver removal of artwork: The artist shall acknowledge and agree that the City will not provide security for the exhibition, including without limitation, set up, operation and tear down of the exhibit, and the City should not, for any reason, be liable for lost, stolen, or damaged artwork and/or any related materials associated or used with the exhibit; and, 4.5.4 Conflicting events: The City will coordinate scheduling of exhibits. Should a conflict arise between the exhibit and a function of the City, the City's event and/or function will take precedence. 4.6 Facility Arts Display Performance Use Permit: The permit is required to be filled out and processed by staff for the Southlake Arts Council review six weeks prior to display, with the exception of art displays or performances initiated by City departments or divisions, which will be coordinated with the Southlake Arts Council staff liaison for scheduling purposes. Extensions of time can be requested for both ad -hoc and planned art displays for a period to be determined by the city staff members who administer the arts program. Any extension of time will be based on, but not limited to, the following: upcoming displays, City Manager's office requests, approval by City Council and other staff - determined administrative needs. 4.7 Sales of displayed art work: Art work that is displayed can be made available for sale by the artist, but the artist or their representative cannot actively solicit the sales of art other than passively indicating (discreetly) the artists' contact information and pricing near the artwork. The city will not be involved in any such transactions and will not solicit sales of items on behalf of an artist or their agents. 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 8 Public Art Display and/or Performance Policy Page 5 of 13 4.8 Art displayed and sold for fundraising: Art can be displayed and sold as part of a fundraising event, but the fundraising can only occur actively at specific events that need to be negotiated with the City. City facilities will not be a site for continuous/ongoing fundraising. Fundraising events can only occur for non-profit organizations. Applications specifically for Town Hall will be reviewed by the Arts Council, and they will make a recommendation to the City Council for final approval. 5.0 Placement of permanent art exhibits or pieces at public facilities or other city property: 5.1 Purchased Public Art — The placement and purchasing process of the Southlake Arts Council, which includes a Call to Artists, and subsequent selection process will be followed. The Southlake Arts Council will make recommendations on placement, artwork, and artists to the City Council who will make any and all final determinations on the said placement and the artwork/artists. 5.2 Donated Public Art - The Southlake Arts Council will make recommendations on placement to the City Council who will make any and all final determinations on the said placement of the donated art. 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 9 Public Art Display and/or Performance Policy Page 6 of 13 City of Southlake Permit for the Display and/or Performance of Art in a Public Facility or Property Please Note: All requests are taken on a first -come, first -served basis. Art Exhibit agreement is also required to be signed before any display or performance may occur. Extensions may be granted by staff. City Facility requested CONTACT INFORMATION Person Responsible: Phone: Cell Phone: E-Mail Address: Address: City State Zip Alternative Contact: Name: Phone Number: E-mail: DISPLAY or PERFORMANCE INFORMATION Requested Date: Type of Display or performance: Detailed Information including a plan of needed wall or floor space about the display or performance, including planned activities or any equipment/special needs. Please include the number of pieces to be hung for the exhibit. There are thirteen available panels in the Town Square Lobby. Pieces greater than 24x24 inches, but not larger than 60x70 inches, display best in the space. We limit the number of pieces hung in the Town Hall Lobby to 26 pieces: 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 10 Public Art Display and/or Performance Policy Page 7 of 13 Organization Represented: _ Non -Profit: Yes No Is this display or performance to include a fundraiser? Yes No Note: Must provide at least 6 weeks notice and cannot be a continuous fundraising effort throughout the duration of the exhibit, but must occur in a specific event(s). If YES, please answer the following: Does your organization maintain a Southlake mailing address or PO Box? Yes No Do a majority of your members, including officers, reside in Southlake? Yes No Will your event cause any impact on City staff or City resources? Yes No 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 11 Public Art Display and/or Performance Policy Page 8 of 13 ART EXHIBIT AGREEMENT BY AND BETWEEN THE CITY OF SOUTHLAKE, TEXAS, AND (Artist) This Art Exhibit Agreement ("Agreement") is made and entered into this day of , by and between the City of Southlake, Texas ("City"), a Home - Rule Municipal Corporation and ("Artist") on the terms and conditions set forth below. WHEREAS, the Exhibition is anticipated to be held from through and any additional dates agreed to in writing; and, WHEREAS, the Exhibition will be located at a facility of the City of Southlake; and, WHEREAS, in exchange for the promotion of the arts, Artist desires to lend, at no cost to City, his/her Artwork (hereinafter defined) for display at the Exhibition as set forth below; and, WHEREAS, the City has investigated and determined that it would be beneficial and in the best interest of the City and its citizens to allow the Artist to place the artwork at City Hall to promote visual arts in the City on the terms and conditions set forth below. NOW, THEREFORE, for and in consideration of the premises and the mutual promises, covenants, and agreements hereinafter set forth, Artist and City agree as follows: 1. Artwork and Agency. Artist agrees to, at no cost to City, lend his/her Artwork, as more particularly described and/or depicted on Exhibit A, attached hereto and incorporated herein for all purposes, for display at the Exhibition ("Artwork"). All modifications or additions to Exhibit A shall be in writing, signed by both parties, and attached to this Agreement. Artist and City agree that City is not, under any circumstance, acting as Artist's agent, dealer and/or exclusive seller. The parties acknowledge and agree that the Exhibition is the sole and exclusive event of the City in its promotion of public art. 2. Delivery/Loan Period. Artist hereby agrees to loan the Artwork to City from through . Artist shall, at his/her sole cost and expense, be responsible for delivery and removal of the Artwork from the Exhibition, said removal to occur no later than ("Removal Date"). Artist acknowledges and agrees that space is limited in City Hall and that all artwork submitted for display during the Exhibition is subject to the review and approval of the Southlake Arts Council. 3. Installation and Curatorship. Artist shall deliver the Artwork in a form that is ready for immediate display. Two-dimensional ("2D") Artwork shall be wired for 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 12 Public Art Display and/or Performance Policy Page 9 of 13 hanging and three dimensional (" 3D") artwork must be ready for installation immediately upon delivery to the Exhibition. Artist shall tape the following information on the back of 2D pieces and attach temporarily to 3D pieces: Artist's name, title of piece, and medium. The Artwork must be approved, in its sole discretion, by the Southlake Arts Council. 4. Artist Assumption of Liability and Waiver/Removal of Artwork. Artist acknowledges and agrees that City will not provide any security for the Exhibition, including, without limitation, set up, operation and teardown of the Exhibition, and City shall not, for any reason, be liable for any lost, stolen and/or damaged Artwork and/or the related materials, equipment and/or any other items associated and/or used in conjunction with the Artwork and/or Exhibition. ARTIST HEREBY RELEASES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES, FROM, AND WAIVES ANY AND ALL RIGHTS TO ANY AND ALL CLAIMS FOR DAMAGES, OR OTHERWISE, HE/SHE MAY HAVE WITH REGARD TO LOST, STOLEN AND/OR DAMAGED ARTWORK AND/OR RELATED MATERIALS, EQUIPMENT AND/OR ANY OTHER ITEMS ASSOCIATED AND/OR USED IN CONJUNCTION WITH THE ARTWORK AND/OR EXHIBITION. Should Artist fail to remove the Artwork by the Removal Date, City shall have the right to dispose of the Artwork and any other items related thereto in any manner deemed appropriate solely by City. Artist shall be responsible for any and all costs and expenses associated with City's removal of the Artwork and/or the related materials, equipment and/or any other items associated and/or used in conjunction with the Exhibition as provided in this Paragraph. ARTIST HEREBY RELEASES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES, FROM, AND WAIVES ANY AND ALL RIGHTS TO ANY AND ALL CLAIMS FOR DAMAGES, OR OTHERWISE, HE/SHE MAY HAVE WITH REGARD TO, CITY'S REMOVAL OF THE ARTWORK AND/OR RELATED MATERIALS, EQUIPMENT AND/OR ANY OTHER ITEMS ASSOCIATED AND/OR USED IN CONJUNCTION WITH THE EXHIBITION AS PROVIDED IN THIS PARAGRAPH. 5. Photographic Rights. Artist hereby grants permission to City to photograph and/or videotape and/or to authorize others to photograph and/or videotape the Artwork and Exhibition for any non-commercial use, including but not limited to, installation documentation, publicity of the Artwork and/or Exhibition, record keeping and additional non-commercial purposes such as, among others, educational, public relations and promotion of the arts. 6. Representations and Warranties Regarding Copyright. Artist hereby warrants and represents that the Artwork is an original creation of Artist and will not infringe the copyright, trademark or other intangible rights of any third party. 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 13 Public Art Display and/or Performance Policy Page 10 of 13 7. Termination/Waiver of Damages. This Agreement may, at any time, be terminated for any reason or no reason at all. Should City terminate this Agreement, ARTIST HEREBY RELEASES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES AND EMPLOYEES, FROM, AND WAIVES ANY AND ALL RIGHTS TO ANY AND ALL CLAIMS FOR DAMAGES, OR OTHERWISE, HE/SHE MAY HAVE WITH REGARD TO CITY'S TERMINATION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ACTUAL AND/OR CONSEQUENTIAL DAMAGES. 8. Conflicting Events. City will coordinate the scheduling of the Exhibition so as not to conflict with any event and/or function of the City. Should a conflict arise between the Exhibition and an event and/or function of the City, the City's event and/or function shall take precedence over the Exhibition. 9. No Security/Waiver of Damages/Liability. Artist acknowledges and agrees that City will not provide any security for the Exhibition, including, without limitation, set up, operation, viewing by the public and/or removal of the Artwork at the conclusion of the Exhibition, and City shall not be liable for any lost, stolen and/or damaged property, materials, equipment and/or the Artwork and any other items associated and/or used in conjunction with the Exhibition and/or Artwork. ARTIST HEREBY RELEASES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES, FROM, AND WAIVES ANY AND ALL RIGHTS TO ANY AND ALL CLAIMS FOR DAMAGES, OR OTHERWISE, IT MAY HAVE WITH REGARD TO LOST, STOLEN AND/OR DAMAGED PROPERTY, MATERIALS, EQUIPMENT AND/OR THE ARTWORK AND ANY OTHER ITEMS ASSOCIATED AND/OR USED IN CONJUNCTION WITH THE EXHIBITION AND/OR ARTWORK. 10. Indemnification. ARTIST SHALL DEFEND, INDEMNIFY, SAVE HARMLESS, AND EXEMPT CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES FROM AND AGAINST ALL LAWSUITS, ACTIONS, LEGAL PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS, EXPENSES, AND ATTORNEYS' FEES INCIDENT TO THE PERFORMANCE OF THIS AGREEMENT AND/OR THE SET UP, OPERATION, VIEWING BY THE PUBLIC AND/OR REMOVAL OF THE ARTWORK AND ARISING OUT OF A WILLFUL AND/OR NEGLIGENT ACT AND/OR OMISSION OF THE CITY AND/OR ARTIST, THEIR RESPECTIVE OWNERS, OFFICERS, PARTNERS, AGENTS, SERVANTS, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, VOLUNTEERS AND/OR EMPLOYEES. This Paragraph shall survive the termination of this Agreement. 11. Entirety of Agreement, Governing Jurisdiction and Mediation. This Agreement constitutes the entire Agreement between the parties. No 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 14 Public Art Display and/or Performance Policy Page 11 of 13 modification will be enforceable except in writing and signed by both parties. This Agreement is governed by the laws of the State of Texas. In the event that any dispute arising under this Agreement results in litigation or mediation, such action or proceeding will be brought exclusively with the state court of Tarrant County, Texas. 12. Reference to Artist. When referring to Artist herein, this Agreement shall refer to and be binding upon Artist, his/her agents, representatives, servants, employees, volunteers and assigns. 13. Reference to City. When referring to City herein, this Agreement shall refer to and be binding upon the City of Southlake, its Council Members, officers, agents, representatives, servants, employees and assigns. 14. Compliance with Laws. Artist shall comply with any and all local, state and federal ordinances, rules, laws and regulations, as they currently exist, may be amended or in the future arising. 15. Default. In the event Artist fails to comply with any of the provisions of this Agreement, City shall have the following remedies, in addition to City's other rights and remedies: a. to immediately terminate this Agreement without any liability to City as previously provided herein; and/or b. to require the immediate cessation of the set up, operation and/or removal of the Artwork and/or Exhibition. 16. Miscellaneous Provisions. a. No Third Party 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. b. Assignment. This Agreement is not assignable without the prior written consent of City. C. Notices. Any notice provided or permitted to be given under this Agreement must be in writing and may be served by depositing same in the United States Mail, addressed to the party to be notified, postage pre- paid and registered or certified with return receipt requested, or by delivering the same in person to such party via a hand -delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee thereof. 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 15 Public Art Display and/or Performance Policy Page 12 of 13 Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties shall be as follows: If to the Artist: Attn : If to the City of Southlake: Attn: City of Southlake, Public Arts Liaison 1400 Main Street, Suite 210 Southlake, Texas 76092 d. Sovereign Immunity. The parties agree that City has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. e. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the matters contained herein and may not be modified or terminated except upon the mutual written agreement of the parties hereto. f. Execution. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. g. 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 constitute an original if properly executed. h. Authority to Execute. The individuals executing this Agreement on behalf of the respective parties below represent to each other and to others 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 whom 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 hereof. i. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 16 Public Art Display and/or Performance Policy Page 13 of 13 administrators, legal representatives, successors and assigns, as allowed herein. Savings/Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. k. Miscellaneous Representations. Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had an opportunity to confer with its counsel. Miscellaneous Drafting Provision. 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. Headings in this Agreement are for the convenience of the parties and are not intended to be used in construing this document. M. 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 party's right thereafter to enforce and compel strict compliance. 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. CITY: I7_r d =I City of Southlake, Texas 1400 Main Street, Suite 210 Southlake, Texas 76092 817-748-8019 ARTIST: �7_,1121 04/19/2016 City Council Approved (7-0)- Admin Edits 07/24/2023. Item 4C- 17