HomeMy WebLinkAboutContract 48868s
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CaNTRACT NA. �
e:, CiTYOFFORTWC.��r ��� AGREEMENT BETWEEN THE CITY OF FORT WORTH
,��'(SECEtEiAF�= � AND REIGELMAN LLC FOR PRELIMINARY DESIGN OF PUBLIC ART FOR
MONTGOMERY STREET
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This Agreement is entered into this � day of ,(o(/I l, , 2017, by and between the City
of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through its duly
authorized Assistant City Manager, and REIGELMAN LLC DBA Mark Reigelman II, a NY Limited
Liability Company residing at 141 Spencer St. #402, Brooklyn, NY, ll205. City has designated the Arts
Council of Fort Worth and Tarrant County, Inc., to manage this Agreement on its behal£ The Contract
Manager shall act through its designated public art project manager.
WHEREAS, pursuant to Chapter 2, Sections 2-56 through 2-61 of the Fort Worth Code of
Ordinances, the Fort Worth Public Art Program's goals are to create an enhanced visual environment far
Fort Worth residents, to commemorate the City's rich cultural and ethnic diversity, to integrate the design
work of Artists into the development of the City's capital infrastructure improvements, and to promote
tourism and economic vitality in the City through the Artistic design of public spaces;
WHEREAS, City is designing and constructing improvements to Montgomery Street, a major
gateway into the Cultural District and the new Will Rogers Memorial Center (WRMC) Arena;
improvements include wide pedestrian sidewalks with trees and benches, on-street bike lanes, center turn
lanes and underground relocation of many of the overhead utilities;
WHEREAS, funding for public art for this project has been allocated from two sources that are
associated with specific streets that intersect with Montgomery Street: (1) the 2007 Critical Capital
Program (Crestline Drive); and, (2) the 2004 Bond Program (Harley Avenue), and the project is included
in the Fort Worth Public Art Fiscal Year 2017 Annual Work Plan, which was adopted by City Council on
October 25, 2016, (M&C G-18867) as part of the City's agreement with Contract Manager for
administration of the public art program;
WHEREAS, Artist was competitively selected through a process outlined in the Fort Worth
Public Art Master Plan and conducted by the Contract Manager with oversight of the Fort Worth Art
Commission (FWAC);
WHEREAS, Artist proposed a conceptual design, which is more particularly described in
Exhibit "A," attached hereto and incorporated herein by r•eference for all purposes.
WHEREAS, the FWAC approved the artist selection panel's recommendation of the Artist on
December 12, 2016;
WHEREAS, the FWAC has requested that Artist work with Project Stakeholders, in
coordination with City and the City's Project Consultant and Cultural District stakeholders, to design a
permanent artwork for the Site; and
Agreement with Mark Reigelman for Preliminary Design of Public Artwork for Montgomery Street
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WHEREAS, City and Artist wish to set out the terms and conditions under which said Work
shall be designed to promote the integrity of Artist's ideas and statements as represented by the Work;
and
NOW, THEREFORE, City and Artist, for and in consideration of the covenants and agreements
hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows:
ARTICLE 1
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings as set forth below:
1.1. Agreement — Means and includes this agreement between the City and Artist for
Preliminary Design of Public Art for the Site.
1.2. Artist —Means and includes REIGELMAN LLC DBA Mark Reigelman II.
13. City — Means the City of Fort Worth.
1.4. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant
County, Inc., and/or its officers, directors, and employees.
1.5. Effective Date — Means and includes the date represented in the first paragraph of this
Agreement, which shall be the official date of execution of this Agreement.
1.6. Parties — Means and includes City and Artist.
1.7. Preliminary Design — Means all preliminary drawings, sketches, prototypes, maquettes,
models, narrative descriptions, budget estimates, and the like that are created by Artist in connection with
this Agreement and/or any prior agreement between Artist and City for the Work.
1.8. Preliminary Design Deliverables — Means and includes those items set forth in Article
2.3 of this Agreement that Artist is required to submit to City for review and approval.
1.9. Project — Means and includes the capital improvement/public art development
undertaking of City for which Artist's services are to be provided pursuant to this Agreement.
1.10. Project Stakeholders — Means and includes the District 7 Fort Worth City Council
representative, the FWAC's appointed representative, Cultural District representatives and others as may
be appropriate.
1.11. Project Consultant — Means and includes Freese and Nichols, the design
firm/professional(s) hired by City to design the Site.
1.12. Site — Means and includes the City owned Right Of Way (R.O.W.) from back of curb to
property line, in the 1700 to 1400 blocks of Montgomery Street (speciiically from the Northeast corner of
the Harley Avenue and Montgomery Street intersection including the parking lot, to the Crestline Drive
and Montgomery Street intersection and continuing to the Northeast corner of the Lansford Lane and
Montgomery Street intersection) in Council District 7 in Fort Worth, Texas, 76107, which is more
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particularly described in E�ibit "B," attached hereto and incorporated herein by reference for all
purposes.
1.13. Work — Means and includes the finished object(s) of art and design that are the subject
of this Agreement, or any intermediary stage of completion of such work.
ARTICLE 2
SCOPE OF SERVICES
2.1. General.
(a) Artist shall perform all services and will furnish all supplies and materials as necessary for
developing the Preliminary Design of the Work. Services shall be performed in a professional
manner and in strict compliance with all terms and conditions in this Agreement.
(b) Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the
Work, subject to review and input from Project Stakeholders and approval by City as set forth in this
Agreement.
(c) After execution of this agreement, as soon as is feasible for ali parties and prior to commencing work
on the Preliminary Design, Artist shall meet and coordinate with the City, City's Project Consultant,
Project Stakeholders and others, as necessary, to seek input on his conceptual proposal.
(d) Artist, upon request of Contract Manager, shall provide information and/or attend meetings with
appropriate City staff and Oncor Electric staff for purposes of risk assessment, safety review,
sighting of the Work, and permitting.
(e) Artist's Preliminary Design shall be feasible within the implementation budget set forth in Article
23. and may explore concepts beyond those included in the Conceptual Design Proposal.
( fl Artist shall design a Work that shall be located in one or more of the areas identified for public art at
the Site. The specific location at the Site where the Work will be installed shall be mutually agreed
upon by City and Artist.
(g) Artist's Preliminary Design shall include preliminary dimensions of the Work, appropriately scaled
to size for the Site.
(h) Artist shall present the Preliminary Design to Project Stakeholders, the appropriate City staff, City
consultants, Oncor Electric and other City boards or commissions, as appropriate, for input and to the
FWAC for review, input, and approval at dates and times mutually agreed upon.
(i) Artist shall make two trips to Fort Worth, Texas for meetings and presentations as indicated above.
Additional trips, if required per this Articie, may be negotiated and agreed upon in writing by City
and Artist.
2.2. Citv Assistance.
Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the
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extent that such materials are available. City, upon request by Artist, shall also provide correct scaled
drawings of the Site, if available.
2.3. Preliminar� Design Deliverables.
(a) Within three (3) months after the Effective Date, Artist shall provide services and all supplies,
materials, and equipment necessary to provide certain deliverables, as set forth in this Article 23 to
City for approval. Preliminary Design Deliverables shall consist of the following:
i. Preliminary design illustrations showing the proposed Work from two vantage points,
including a plan view, which shall be in a high resolution digital format;
ii. A narrative description of the Artist's concept, proposed materials, fabrication, and
installation methods, timeline for completion and maintenance, and anticipated annual
iv
maintenance requirements;
Installation diagram, including approximate weight of the Work and proposed installation or
attachment method(s); and
A preliminary budget estimate, on the budget form attached hereto as E�ibit "C," for
preliminary design, final design and implementation of the Work in an amount not to exceed
TWO HUNDRED SIXTY EIGHT THOUSAND EIGHT HUNDRED NINE DOLLARS
AND NO CENTS ($268,809.00), reflecting total costs and inclusive of an artist's fee of
$34,273.00, a contingency of $40,321.00, engineering fees, travel, materials, labor, lighting,
fabrication, transportation, construction, insurance, installation, and all associated costs for
the Work.
2.4. Preliminary Desi�n Review.
(a) Upon completion of the Preliminary Design Deliverables, Artist shall present the Preliminary Design
to the FWAC for review and input at a regularly scheduled FWAC meeting.
(b) After presenting to the FWAC for input, Artist shall meet with the designated Project Stakeholders,
City staff, and other City boards or commissions, as appropriate, to present the Preliminary Design,
at a date and time mutually agreed upon, for input.
(c) Artist shall then present the Preliminary Design to the FWAC far approval at a regularly scheduled
FWAC meeting.
(d) City shall notify Artist of its approval, or disapproval, of the Preliminary Design within thirty (30)
calendar days of Artist's presentation to the F WAC.
(e) If City requires any revisions to the Preliminary Design, then City shall inform Artist of each
revision. City may require Artist to make such revisions to the Preliminary Design as City deems
necessary in its sole discretion and/or for the Work to comply with applicable statutes, ordinances, or
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regulations of any governmental regulatory agency having jurisdiction over the Site for reasons of
safety and security.
( fl Artist shall have thirty (30) calendar days from the date City informed Artist of the revision(s) to
present the revised Preliminary Design in conformance with City's requirements.
(g) If City disapproves of the resubmitted Preliminary Design, any further Preliminary Design
resubmissions will be by mutual agreement of the Parties and subject to the procedures and terms in
this Article. If the Parties desire not to continue with the resubmission process, then this Agreement
will automatically terminate, with payment to the Artist per the payment schedule in Article 3 up
through the date of termination. (See Article 4.4.d) In such event, Artist will be compensated for any
services performed and expenses incurred but not yet paid under the Payment Schedule.
(h) Upon City approval of the Preliminary Design, any revisions made to a City-approved Preliminary
Design shall become part of the Preliminary Design. Artist shall incorporate any City-approved
revisions into the final design in conformance with City's requirements. Any revisions shall become
part of any final design deliverables if the Artist proceeds to the final design phase. Artist shall
provide the Preliminary Design presentation materials to the Contract Manager to become part of the
City of Fort Worth Public Art archive owned by City. These documents, models, and/or drawings
will be retained for archival and exhibition purposes.
(i) Upon the expiration of the Term (hereinafter defined) of this Agreement, if the Preliminary Design is
accepted by City, negotiations for final design of the Work shall commence, which shall become part
of the deliverable under any potential artwork commission contract.
ARTICLE 3
COMPENSATION AND PAYMENT SCHEDULE
3.1. Compensation.
Total compensation to Artist under the Agreement shall be FIFTEEN THOUSAND NINE HUNDRED
FIFTY FOUR DOLLARS AND NO CENTS (�15,954.00), which shall constitute full compensation
for any and all costs associated with the Agreement, including, but not limited to, all travel expenses, and
services performed and materials furnished by Artist under this Agreement. Artist and City may amend
this Agreement to allow for additional payment if additional services are required.
3.2. Payment Schedule
(a) City agrees to pay Artist in the following installments set forth below, each installment to represent
full and final, non-refundable payment for all services and materials provided prior to the due date
thereoi
i. FIVE THOUSAND DOLLARS AND NO CENTS ($5,000.00) upon execution of this
Agreement.
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,
ii. FOUR THOUSAND FIVE HUNDRED FIFTY SEVEN DOLLARS AND NO CENTS
($4,557.00) within thirty (30) calendar days after Artist submits all of the Preliminary Design
Deliverables required under Article 2.3 of this Agreement and makes a presentation of the
Preliminary Design to the F WAC pursuant to Article 2.4(a).
iii. THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) within thirty (30)
calendar days after Artist submits revisions, if any, to the Preliminary Design Deliverables as
may be required under Article 23 of this Agreement and makes a final presentation of the
Preliminary Design to the FWAC.
iv. TAREE THOUSAND THREE HUNDRED NINETY SEVEN DOLLARS AND NO
CENTS (�3,397.00) within thirty (30) calendar days after City's approval of the Preliminary
Design.
33. Sales Taxes.
City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due
upon the Project. City shall supply Artist with the "Texas Certificate of Exemption," in substantially the
same form as that attached hereto as Exhibit "D," for use by Artist in the fulfillment of this Agreement.
3.4. Artist's Expenses.
Artist shall be responsible for the payments of all expenses incurred during the performance of this
Agreement, including, but not limited to, services, materials, mailing/shipping charges and insurance on
submissions to City, cost of all travel, and costs for Artist's agents, consultants, and/or employees
necessary for the proper performance of the services required under this Agreement.
ARTICLE 4
TERM AND TERMINATION
4.1. Term.
This Agreement shall be in effect from the Effective Date, and, unless terminated earlier pursuant to such
provisions in this Agreement, shall extend until final payment to Artist by City.
4.2. Gratuities.
City may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or
otherwise were offered or given by Artist or any agent or representative to any City or Contract Manager
official or employee with a view toward securing favorable treatment with respect to the awarding,
amending, or making of any determinations with respect to this performance of this Agreement.
4.3. Termination for Cause.
If either party to this Agreement shall fail to fulfill their obligations in accordance with the terms of this
Agreement, or otherwise violate any of the covenants, agreements, or stipulations material to this
Agreement, then the Parties shall first attempt to resolve any disputes arising from this Article 43 in
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accordance with the dispute resolution process set forth in Article 5. If the Parties cannot resolve the
dispute(s), then the disputing party shall thereupon have the right to terminate this Agreement upon the
delivery of a written "Notice of Termination" specifying the grounds for termination. Termination of
this Agreement under this provision shall not relieve the party in default of any liability for damages
resulting from a breach or a violation of the terms of this Agreement.
4.4. Termination for Convenience.
(a) The services to be performed under this Agreement may be terminated by either party, subject to
written notice submitted thirty (30) calendar days before termination.
(b) If termination is for the convenience of City, City shall pay Artist pursuant to the payment provision
in Article 3, and Artist shall continue to provide the City with services requested by City and in
accardance with this Agreement up to the effective date of termination. Upon payment in full of all
monies due for services provided up to the effective date of termination, City shall have the right, in
its sole discretion, to possession and transfer of all work product produced by Artist under this
Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs,
models, and designs, up to the effective date of termination, provided that no right to fabricate or
execute the Work shall pass to City. In such event, Artist will be compensated for any services
performed and expenses incurred but not yet paid under the Payment Schedule.
(c) If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay
Artist pursuant to the payment provision in Article 3 or require the Artist to remit to City a sum equal
to all payments (if any) made to the Artist pursuant to this Agreement prior to the effective date of
termination. If City chooses to pay Artist, then all work product produced by Artist under this
Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs,
models, and designs, up to the effective date of termination shall become property of City.
(d) If termination is by mutual agreement of the Parties as set forth in Article 2.4, then City shall pay
Artist per the payment schedule in Article 3 up through the date of termination. City shall have the
right to possession and transfer of all work product produced by Artist under this Agreement,
including, but not limited to, fnished and unfinished drawings, sketches, photographs, models, and
designs, up to the effective date of termination. In such event, Artist will be compensated for any
services performed and expenses incurred but not yet paid under the Payment Schedule.
4.5. Incapacitv of Artist.
(a) In the event of Artist's death or Artist becoming physically or legally incapacitated during the term of
this Agreement, City shall have the right to terminate this Agreement on payment to Artist or Ai�tist's
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successors for all work and services performed prior to death or incapacity. All work product
produced by Artist, including, but not limited to, finished and unfinished drawings, sketches,
photographs, models, and designs, up to the effective date of termination shall become property of
City.
(b) Should Artist's Preliminary Design ha�e been approved, in the event of termination under this Article
4.5, City shall have the right to complete the Work, if feasible. Due regard shall be made for Artist's
intended results and proper credit and acknowledgement shall be given to Artist.
ARTICLE 5
DISPUTE RESOLUTION
(a) If either Artist or City has a claim, dispute, or other matter in question for breach of duty, obligations,
services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to
resolve these issues through this dispute resolution process. The disputing party shall notify the
other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute.
Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort,
either through email, mail, phone conference, in person meetings, or other reasonable means to
resolve any claim, dispute, breach, or other matter in question that may arise out of or in connection
with this Agreement.
(b) If the Parties fail to resolve the dispute within sixty (60) calendar days of the date of receipt of the
notice of the dispute, then the Parties shall submit the matter to mediation in accordance with
Chapter 154 of the Texas Civil Practice and Remedies Code and Chapter 2009 of the Texas
Government Code, then in effect. Request for mediation shall be in writing, and shall request that
the mediation commence not less than fifteen (15) or more than forty-five (45) calendar days
following the date of request, except upon Agreement of the Parties. In the event City and Artists are
unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within
thirty (30) calendar days following the date of the request for mediation, then all the conditions
precedent in this article shall be deemed to have occurred. The Parties shall share the mediator's fee
and any filing fees equally. Venue for any mediation or lawsuit arising under this Agreement shall
be in Tarrant County, Texas. Any agreement reached in mediation shall be enforceable as a
settlement agreement in any court having jurisdiction. No provision of this agreement shall waive
any immunity or defense. No provision of this Agreement constitutes consent to sue. If the Parties
cannot resolve the dispute through mediation, then either party shall have the right to exercise any
and all remedies available under law regarding the dispute. (See Article 43)
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ARTICLE 6
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
6.1. General.
(a) Upon payment in full to Artist or pursuant to the applicable termination provision of this Agreement,
the Preliminary Design, Work, and all other work product under this Agreement shall become the
physical property of City, without restriction on future use, except as provided below. Artist shall
retain copyright and other intellectual property rights in and to the Preliminary Design and/or Work.
By execution of this Agreement, Artist grants to the City an exclusive, perpetual, royalty free, and
irrevocable license to graphically depict and publicly display the Preliminary Design and/or Work for
any non-commercial purpose whatsoever, except that the Work cannot be reproduced in any three-
dimensional form without permission from Artist. For purposes of this limitation, any graphic
depiction or display of the Preliminary Design and/or Wark intended to promote or benefit City, its
public services or its public purposes, regardless of whether or not a fee is charged to the public, or
whether revenue is otherwise received by City, shall be deemed a non-commercial purpose.
(b) In view of the intention that the Preliminary Design and the Work be unique, Artist shall not
make any additional exact duplicate reproductions of the Preliminary Design or the Work, nor shall
Artist grant permission to others to do so except with the express written permission of City.
However, nothing herein shall prevent Artist from creating future artworks in Artist's manner and
style of artistic expression.
(c) Artist reserves every right a�ailable under the Federal Copyright Act to control the making and
dissemination of copies ar reproductions of the Preliminary Design and/or Work, except as those
rights are limited by this Agreement. City may make and disseminate photographs, drawings, and
other two-dimensional reproductions of the Preliminary Design and/or Work and accompanying
materials for any municipal purpose. All reproductions by the City shall contain a credit to the Artist
and a copyright notice substantially in the following form: "0 date, Artist's name."
(d) Nothing in this Agreement shall prevent the Artist from using images of the Preliminary Design
and/or Work for marketing and promotional purposes in connection with the Artist's business.
(e) Ciiy is not responsible for any third-party infringement of Artist's copyright and not responsible for
protecting the intellectual property rights of Artist.
6.2. Artist's Address.
Artist shall notify City of changes in Artist's address as set farth in Article 12. The failure to do so, if
such failure prevents City from locating Artist, shall be deemed a waiver by Artist of the right
subsequently to enforce these provisions that require the express approval of Artist. Notwithstanding this
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provision, City shall make every reasonable effort to locate Artist when matters arise relating to Artist's
rights.
ARTICLE 7
WARRANTIES OF TITLE AND COPYRIGHT
(a) Artist represents and warrants that:
Preliminary Design and/or Wark shall be the original product of the Artist's sole creative
efforts.
ii. Preliminary Design and/or Work is and will be unique and original, and, does not infringe
upon any copyright or the rights of any person;
iii. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the
Preliminary Design and/or Work or any copyright related thereto that may affect or impair
the rights granted pursuant to this Agreement;
iv. Preliminary Design and/or Work (or duplicate thereo fl have not been accepted for sale
elsewhere;
v. Artist has the full power to enter into and perform this Agreement and to make the grant of
rights contained in this Agreement; and
vi. All services perfor.med hereunder shall be performed in accordance with all applicable laws,
regulations, ordinances, etc., and with all necessary care, skill and diligence.
ARTICLE 8
ARTIST AS INDEPENDENT CONTRACTOR
Artist shall perform all work and services hereunder as an independent contractor, and not as an officer,
agent, servant or employee of City. Artist shall have exclusive control of, and the exclusive right to
control the details of the work performed hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of his/her officers, agents, employees, and subcontractors.
Nothing herein shall be construed as creating a partnership or joint venture between City and Artist,
his/her officers, agents, employees and subcontractors, and doctrine of respondent superior has no
application as between City and Artist.
ARTICLE 9
INDEMNIFICATION
9.1. GeneralIndemnitv.
(a) ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD
HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY
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AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS,
LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO,
ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS,
DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING,
BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT
LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND
PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED
TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH
RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY
ACTS, ERRORS, OR OMMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND
CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES,
DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION
WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR
NONPERFORMANCE OF THIS AGREEMENT.
(b) Artist agrees to and shall release City from any and all liability far injury, death, damage, or loss to
persons or property sustained or caused by Artist in connection with or incidental to performance
under this Agreement.
(c) Artist shall require all of its subcontractors to include in their subcontracts a release and indemnity in
favor of City in substantially the same form as above.
9.2. Intellectual Property.
Artist agrees to assume full responsibiliiy for complying with all State and Federal Copyright Laws and
any other regulations, including, but not limited to, the assumption of any and all responsibilities for
paying royaities that are due for the use of other third party copyrighted works by Artist. City expressly
assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or
financial obligations. City specifically does not authorize, permit, or condone the reproduction or use of
copyrighted materials by Artist without the appropriate licenses or permission being secured by Artist in
advance. IT IS FURTHER AGREED THAT ARTIST SHALL RELEASE, DEFEND,
INDEMNIFY, AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND
DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO WHICH
THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE
WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR
OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no
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obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive
obligation of Artist.
ARTICLE 10
EQUAL OPPORTUNITY
(a) Artist shall not engage in any unlawful discrimination based on race, creed, colar, national arigin,
sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other
prohibited criteria in any employment decisions relating to this Agreement, and Artist represents and
warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall
comply with all applicable laws and regulations in any employment decisions.
(b) In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this
Agreement may be canceled, terminated, or suspended in whole or in part, and Artist may be
debarred from further agreements with City.
ARTICLE 11
MISCELLANEOUS
11.1. Compliance.
Artist shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the
performance of Artist's services under this Agreement.
11.2. Entire A�reement.
This writing embodies the entire ageement and understanding between the Parties hereto, and there are
no other agreements and understandings, oral or written, with reference to the subject matter hereof that
are not merged herein and superseded hereby.
11.3. Amendments.
No alteration, change, modification, or amendment of the terms of this Agreement shall be valid or
effective unless made in writing and signed by both parties hereto and approved by appropriate action of
City.
11.4. Waiver.
No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent
default of any terms, covenants, and conditions of this Agreement. The payment or acceptance of fees
for any period after a default shall not be deemed a waiver of any right or acceptance of defective
performance.
11.5. Governin� Law and Venue.
If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
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States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be
construed in accordance with the laws of the State of Texas.
11.6. Successors and Assi�ns.
Neither party hereto shall assign, sublet, or transfer its interest herein without prior written consent of the
other party, and any attempted assignment, sublease, or transfer of all or any part hereof without such
prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit
of City and Artist and their respective successors and permitted assigns.
11.7. No Third-Party Beneficiaries.
The provisions and conditions of this Agreement are solely for the benefit of City and Artist, and any
lawful successor or assign, and are not intended to create any rights, contractual, or otherwise, to any
other person or entity.
11.8. Severabilitv.
If any provision of this Agreement shall be held to be invalid, illegal, or unenfarceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
11.9. Force Majeure.
It is expressly understood and agreed by the Parties to this Agreement that, if the performance of any
obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather;
governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots;
material or labor restrictions; transportation problems; or any other circumstances which are reasonably
beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform
the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the
party so obligated or permitted shall be excused from doing or performing the same during such period of
delay, so that the time period applicable to such design or construction requirement shall be extended for
a period of time equal to the period such party was delayed.
11.10. Contract Construction.
The Parties acknowledge that each party and, if it so chooses, its counsel, have reviewed and revised this
Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party must not be employed in the interpretation of this Agreement or any
amendments or e�ibits hereto.
11.11. Fiscal Fundin� Out•
If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to
appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may
terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by City to
Agreement with Mark Reigelman for Preliminary Design of Public Artwork for Montgomery Street 13 of 21
Execution Copy 3/7/17
Artist of written notice of CiTy's intention to terminate or (ii) the last date for which funding has been
appropriated by the Fort Worth City Council for the purposes set forth in this Agreement.
11.12. Captions.
Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
11.13. Right to Audit.
Artist agrees that City will have the right to audit the financial and business records of Artist that relate
to the Work (collectively "Records") at any time during the Term of this Agreement and for three (3)
years thereafter in order to determine compliance with this Agreement. Throughout the Term of this
Agreement and for three (3) years thereafter, the Artist shall make all Records available to the City at 200
Texas Street, Fort Worth, Texas or at another location in the City acceptable to both parties following
reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit.
Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of
City in substantially the same form as described in this Article 11.13.
11.14. Certified MWBE.
If applicable, Artist is encouraged to make its best effort to become a certified Minority Business
Enterprise (MBE) or Woman Business Enterprise (WBE) firm with a certifying agency whose
certification is accepted by the City under the City's Business DiversiTy Enterprise Ordinance.
11.15. Survival Provision.
The provisions contained in Articles 4.5 (Incapacity of Artist), 6(Ownership and Intellectual Property
Rights), 7(Warranties of Title and Copyright), 8(Artist as an Independent Contractor), 9
(Indemnification), and 11.13 (Right to Audit) shall survive the termination or expiration of this
Agreement.
11.16. Counterparts and Electronic Signatures.
This Agreement may be executed in several counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument. A signature received via facsimile or
electronically via email shall be as legally binding for all purposes as an original signature.
11.17. Time Extensions.
The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this
Agreement.
ARTICLE 12
NOTICES
All notices, requests, demands, and other communications which are required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery
Agreement with Mark Reigelman for Preliminary Design of Public Artwork for Montgomery Street 14 of 21
Execution Copy 3/7/17
or receipt thereof, as the case. may be, if delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid, as follows:
1. CITY OF FORT WORTH: Assistant City Manager
City Manager's Office
City of Fort Worth, Fort Worth City Hall
200 Texas Street
Fort Worth, TX 78102-6314
2.
Copies to: City Attorney
Office of the City Attorney
City of Fort Worth, Fort Worth City Hall
200 Texas Street
Fort Worth, TX 78102-6314
Martha Peters, Vice President of Public Art
Arts Council of Fort Worth & Tarrant County
1300 Gendy Street
Fort Worth, Texas 76107
ARTIST Mark Reigelman II
REIGELMAN LLC
141 Spencer St., #402
Brooklyn, NY 11205
IN WITNESS HEREOF, the Parties hereto have executed this Agreement to be effective as of
the Effective Date.
CITY OF F T W TH
by:
Fernando Costa
Assistant City Manager
Date: � �
REIGELMAN LLC DBA Mark Reigelman II
rk Reigelman II
Title:
Date: j`n?�s�r—�,�� �] , 2p ��
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
I
Name: Anne Allen
Title: Public Art Project Manager
Agreement with Mark Reigelman for Preliminary Design of Public Artwork for Montgomery Street 15 of 21
��F�G�AL RECORD
C�T� s�'CRETqRY
FT. MM���'�1, '�'�C I
Execution Copy 3/7/17
APPROVED AS TO FORM AND LEGALITY:
1
By: -� �,
Jessica Sangsv g 1 ,
Assistant CityAttorne� II �o��. �
�� ���
ATTEST: i � ; : �
� ` �r
By: � �. �
M y Kayser , ��� '�ej
City Secretary
Form 1295: Not Applicable
Contract Autharization:
M&C: Not Applicable
�
OFFICIA�. RECO►�D
�f'rY' SECR�TARX
�'7'7". W4R7'H, TX I
Agreement with Mark Reigelman for Preliminary Design of Public Artwork for Montgomery Street 16 of 21
Execution Copy 3/7/17
Exhibit A
Conceptual Design Proposal
�� ' ��
��
�
Agreement with Mark Reigelman for Preliminary Design of Public Artwork for Montgomery Street 17 of 21
Execution Copy 3/7/l7
Exhibit B
Site
Agreement with Mark Reigelman for Preliminary Design of Public Artwork for Montgomery Street I 8 of 21
Execution Copy 3/7/17
Ag
Exhibit C
Implementation Budget
ARTIST'S FEE
TRAVEL
(For artists who Iive more than 5d miles from Fort Worth)
Airfare
� Car Rental �-
Per Diem Expenses at $_ per day
Mi�eage at $_ per mile
INSURANCE
AutofNired Vehicle Liability
Generai Liability for Artist / Subcontractors
Worker's Comp. / Employer's Liability
Other, as applicable
ADMINISTRATIVE EXPENSES
Phone/Fax
DeliverylShipping {for correspondence, samples, models, drawings etc}
Reprographic Service
Supplies
PROFESSIONAL CONSULTANT FEES
{If applicable, drawing must be signed and seaied by a professional registered to practice
in the State of Texas)
Architect*
5tructural Engineer'
Eleckricai Engineer*
Conservator'
Photographer (for documentation of compieted wo�k)`
Other*
MATERIALS
(Please attach a compiete list of materiais. itemize all anticipated aspects and
components with per unit cost estimates)
Materiais• Total
FABRICATION COSTS
{Inciude and itemize all portions of subcontracted work and work to be completed by
artist.)
Artist's Labor {_ hours at $_ per hour) Total
Subcontracted Labor` (Totai)
Faciliiy/Equipment Rental (used exciusively for this project} related to fa6rication
SITE PREPARATION
{Do not include costs covered by FWPA, City of Fort Worth or others)
Test Drilling'
Removal*
landscapingiirrigation*
Electrical Modifications*
Water WorklMechanical Devices
Other`
(Revised May 2011)
17
TRANSPORTATION
BASE/M O U N'Tl NG
Materials to Fabrication Site'
Finished Work to Instellation Site"
Other"
Base
Mounting Devices and Components
Foundation/Footing
Other
INSTALLATION COSTS
(Costs must indude allowance for after fiours installation, if appiicabie. Please ettach a
complete list of equipment and individual estimates with this form)
Subcontracted Labor*
Sceffdding*
Equipment Rental related to insteliaiion"
Off-duty PolicelSecurity"
Ttaffic Barriers`
Storage Faciliry Rental`
City Petmits
Display Oevices
Fireproofing`
Site Restoration*
OtheP
LIGHTiNG
GRAND TOTAL
Please make any necessary notes here:
Prepared By:
Date:
Oesigners*
Fixtures"
Bulbs*
Site Preparation'
Installation*
{Revised May 2011)
Agreement with Mark Reigelman for Preliminary Design of Public Artwork for Montgomery Street 20 of 21
Execution Copy 3/7/17
D�
Exhibit D
Sales Tag Exemption
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Agreement with Mark Reigelman for Preliminary Design of Public ARwork for Montgomery Street 21 of 21
Execution Copy 3/7/17