HomeMy WebLinkAbout6.i. Agreement for Artistic Lighting Design for the Steeple Center
E X E C U T I V E S U M M A R Y
City Council Regular Meeting: May 5, 2015
AGENDA ITEM: Agreement for artistic lighting design for the
Steeple Center
AGENDA SECTION:
Consent
PREPARED BY: Dwight Johnson, City Administrator AGENDA NO. 6.i.
ATTACHMENTS: Proposed agreement APPROVED BY: ddj
RECOMMENDED ACTION: Motion to approve proposal from Jeff Bartlett Light Designs, Inc. for
artistic lighting design and optional installation assistance at the Steeple Center subject to final review by
the City Attorney.
BACKGROUND
Several council members and staff have been interested in an outdoor lighting project to enhance the
Steeple Center for some time. Forecast Public Art, a major Twin Cities arts organization, recommended
that the City contact Jeff Bartlett of Northfield. Staff has met with Mr. Bartlett several times and he met
with the Council at a work session on April 7th to review ideas for an artistic exterior lighting design for the
Steeple Center. At that meeting, Mr. Bartlett discussed using programmable color LED lights on both the
steeple and the front of the Steeple Center. Programmable lighting would allow the lighting to slowly
change over time rather than always have a static display. He presented four overall cost options ranging
from $67,500 to $132,580 including design costs, installation and contingency. Mr. Bartlett’s proposed fee
for design is $5,200 with an additional $4,000 to assist the City with overseeing installation contingent
upon the City deciding to move ahead with the project.
DISCUSSION
The proposed agreement with Mr. Bartlett has been reviewed by staff and the City Attorney and several
modifications were made to clarify, accommodate state bidding laws, and to assure that it is consistent with
the Council discussion on April 7th. The draft agreements are in substantially final form, but several
paragraphs relating to insurance, liability and data practices still need to be added with the help of the City
Attorney. Mr. Bartlett has approved all of the modifications. If the agreement is approved, the City will
be committed for $5,000.00 for project design. Any future expenditures for project implementation will
be brought back for additional Council action.
RECOMMENDATION
Based on Council direction at the April 7th work session and continued discussions with Mr. Bartlett and
staff, it is recommended that the Council approve the recommended motion subject to final review by the
City Attorney.
JEFF BARTLETT LIGHT DESIGNS INC
405 Lincoln St N
Northfield MN 55057
(612) 720 2621
Lighting the Steeple Center
Public-Art Lighting Installation / Display
Project Proposal
Basic Terms and Conditions
Draft, revision 2: May 1, 2015
1. DEFINITIONS
As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s),
Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or
attachments hereto.
1.2 Client means the City of Rosemount.
1.3 Client Content means all materials, information, photography, writings and other creative content provided by
Client for use in the preparation of and/or incorporation in the Deliverables.
1.4 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of
expression, as defined and enforceable under U.S. Copyright Law.
1.5 Deliverables means the services and work product specifi ed in the Proposal to be delivered by Designer to
Client, in the form and media specified in the Proposal.
1.6 Designer means Jeff Bartlett Light Designs Inc, an S-Corporation in the State of Minnesota.
1.7 Designer Tools means all design tools developed and/or utilized by Designer in performing the Services,
including without limitation pre-existing and newly developed software including source code, together with any
other software, or other inventions whether or not patentable, and general non -copyrightable concepts such as
architecture, layout, navigational and functional elements.
1.8 Final Art means all creative content developed or created by Designer, or commissioned by Designer,
exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including an d by
way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration,
photography, animation, sounds, typographic treatments and text, modifi cations to Client Content, and
Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third
Party Materials.
1.9 Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
1.10 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations,
or other alternate or preliminary designs and documents developed by Designer and which may or may not be
shown and or delivered to Client for consideration but do not form part of the Final Art.
1.11 Project means the scope and purpose of the Client’s identi fi ed usage of the work product as described in the
Proposal.
1.13 Services means all services and the work product to be provided to Client by Designer as described and
otherwise further defined in the Proposal.
1.14 Third Party Materials means proprietary third party materials which are incorporated into the Final
Deliverables, including without limitation stock photography or illustration.
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
1.15 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final
Deliverables to designate the origin or source of the goods or services of Client.
2. PROPOSAL
The terms of the Proposal shall be effective for thirty (30) days after presentation to Client. In the event this
Agreement is not executed by Client within the time identified, the Proposal, together with any related terms
and conditions and deliverables, may be subject to amendment, change or substitution.
3. FEES AND CHARGES
3.1 Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the
amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value
added taxes, even if calculated or assessed subsequent to the payment schedule.
3.2 Expenses. Designer considers that the fees for Deliverables as outlined in the Proposal are inclusive of all
normal and routine expenses associated with the production of the Deliverables inclu ding and by way of example,
not limitation, duplicating and copying, postage, and mileage to and from the Project site. Only in the event that
Client requests additional Deliverables not agreed upon in the Proposal, Designer reserves the right to request
that Client pay Designer’s expenses incurred in connection such Deliverables at Designer’s cost plus standard
markup of 15%.
3.3 Additional Costs. The Project pricing includes Designer’s fee only. Any and all outside costs including, but
not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, and
prototype production costs, will be billed to Client unless speci fically otherwise provided for in the Proposal.
3.4 Invoices. All invoices are payable within thirty (30) days of receipt. A monthly service charge of 1.5 percent
(or the greatest amount allowed by state law) is payable on all overdue balances. Payments will be credited first
to late payment charges and next to the unpaid balance. Client shall be respons ible for all collection or legal fees
necessitated by lateness or default in payment. Designer reserves the right to withhold delivery and any transfer
of ownership of any current work if accounts are not current or overdue invoices are not paid in full. A ll grants
of any license to use or transfer of ownership of any intellectual property rights under this Agreement are
conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs,
Taxes, Expenses, and Fees, Charges, or the costs of Changes.
4. CHANGES
4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein,
Client shall pay additional charges for changes requested by Client which are outside the scope o f the Services,
including but not limited to producing written materials or images to be used in fundraising, on a time and
materials basis, at Designer’s standard hourly rate of sixty-five dollars ($65) per hour. Such charges shall be in
addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or fi nal
price identifi ed therein. Designer may extend or modify any delivery schedule or deadlines in the Proposal and
Deliverables as may be required by such Changes.
4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of one-
third (33%) of the time required to produce the Deliverables, and or the value or scope of the Services, Designer
shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on
the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received
by Designer.
4.3 Timing. Designer will prioritize performance of the Services as may be necessary or as identified in the
Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s)
identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to
promptly either, i) approve the Deliverables in writing or (ii) provide written comments and/or corrections
sufficient to identify the Client’s concerns, objections or corrections to Designer. The Designer shall be entitled
to request written clarification of any concern, objection or correction. Client acknowledges and agrees that
Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that
any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay
delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition
or Designer’s obligations under this Agreement. For the purposes of this section, “prompt” or “promptly” shall
mean within five business days or if City Council approval is required, the next regularly sch eduled City Council
meeting.
4.4 Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring
testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5)
business days of receipt of each Deliverable or at the next regular City Council meeting, shall notify Designer, in
writing, of any failure of such Deliverable to comply with the speci fications set forth in the Proposal, or of any
other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written
notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer
will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes
or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice
from Client, the Deliverable shall be deemed accepted.
5. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a
form suitable for reproduction or incorporation into the Deliverables without further preparation, unless
otherwise expressly provided in the Agreement and (c) Final proofreading and in the event that Client has
approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings,
remain in the finished product, Client shall incur the cost of correcting such errors.
6. ACCREDITATION/PROMOTIONS
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s
name in the form, size and location as incorporated by Designer in the Deliverables, or as otherwise directed by
Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios
and websites, and in galleries, design periodicals another media or exhibits for the purposes of recognition of
creative excellence or professional advancement, and to be credited with authorship of the Deliverables in
connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in
relation to the Project and, if applicable, the services provided to the other party on its website and in other
promotional materials, and, if not expressly objected to, include a link to the other pa rty’s website.
7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confi dential or
proprietary technical and business information and materials of the other party, including without limitation
Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in
strict confi dence all Confidential Information, shall not disclose Confi dential Information to any third party,
and shall not use any Confidential Information except as may be necessary to perform its obligations under the
Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing,
Confidential Information shall not include any information that is in the p ublic domain or becomes publicly
known through no fault of the receiving party, or is otherwise properly received from a third party without an
obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES
8.1 Independent Contractor. Designer is an independent contractor, not an employee of Client or any company
affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer
shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished.
This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or
bind the other party except as expressly stated in this Agreement. Designer and the work product or
Deliverables prepared by Designer shall not be deemed a work for hire as that term is de fined under Copyright
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
Law. All rights, if any, granted to Client are contractual in nature and are wholly de fined by the express written
agreement of the parties and the various terms and conditions of this Agreement.
8.2 Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service
providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding,
Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and
conditions of this Agreement.
8.3 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive
relationship between the parties. Client is free to engage others to perform services of the same or similar nature
to those provided by Designer, and Designer shall be entitled to offer and provide design services to others,
solicit other clients and otherwise advertise the services offered by Designer.
9. WARRANTIES AND REPRESENTATIONS
9.1 By Client. Client represents, warrants and covenants to Designer that (a) Client owns all right, title, and
interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of
Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client
Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any
third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the
use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the
Services and Deliverables.
9.2 By Designer
(a) Designer hereby represents, warrants and covenants to Client that Designer will provide the Services
identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable
professional standards for such services.
(b) Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and
Client Content, the Final Deliverables shall be the original work of Designer and/or its independent
contractors, (ii) in the event that the Final Deliverables include the work of independent contractors
commissioned for the Project by Designer, Designer shall have secure agreements from such contractors
granting all necessary rights, title, and interest in and to the Final Deliverables suffi cient for Designer to grant
the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the
Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use
of same in connection with the Project will not violate the rights of an y third parties. In the event Client or third
parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identi fied in the
Proposal or this Agreement or contrary to the terms and conditions noted herein, all representation s and
warranties of Designer shall be void.
(c) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS
AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY
DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR
REGULATIONS APPLICABLE TO THE PROJECT.
10. INDEMNIFICATION/LIABILITY
10.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities,
costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of
Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such
circumstances Designer shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of
the defense and all related settlement negotiations; and (b) Designer provi des Client with commercially
reasonable assistance, information and authority necessary to perform Client’s obligations under this section.
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
10.2 By Designer. Designer agrees to indemnify, save and hold harmless Client from any and all damages,
liabilities, costs, losses or expenses arising out of any of Designer’s performance of services under this
Agreement except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a
result of gross negligence or misconduct of Client provided that (a) Client promptly notifies Designer in writing
of the claim; (b) Designer shall have sole control of the defense and all related settlement negotiations; and (c)
Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s
obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or
otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any
unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by
Designer.
10.3 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS
IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS,
OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT
FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE,
SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER [PROJECT FEES RECEIVED LESS
DIRECT PROJECT EXPENSES]. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST
DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT
OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF
DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. TERM AND TERMINATION
11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are
completed and delivered.
11.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the
mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an
assignment for the benefit of its creditors; or b) breaches any of its material responsibilities or oblig ations under
this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
11.3 In the event of termination, Designer shall be compensated for the Services performed through the date of
termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees
for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and
Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to,
the date of cancellation.
11.4 In the event of termination by Client and upon full payment of compensation as provided herein, Designer
grants to Client such right and title as provided for i n Schedule A of this Agreement with respect to those
Deliverables provided to, and accepted by Client as of the date of termination.
11.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s
request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights
and obligations of each party under this Agreement, exclusive of the services, shall survive.
12. GENERAL
12.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement
must be in writing, except that Designer’s invoices may include, and Client shall pay, expenses or costs that
Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any
right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor
shall a waiver by either party of default in one or more instances be construed as constituting a continuing
waiver or as a waiver of any other breach.
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic
mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be
sent to the addresses identifi ed below, unless notification of change of address is given in writing. Notice shall be
effective upon receipt or in the case of fax or email, upon con firmation of receipt.
12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations
under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or
otherwise, without the prior written consent of the other party.
12.4 Force Majeure. Designer shall not be deemed in breach of this Agreement if Designer is unable to complete
the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death,
illness or incapacity of Designer or any local, state, federal, national or international law, governmental order or
regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon occurrence
of any Force Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in
completing the Services and shall propose revisions to the schedule for completion of the Services.
12.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this
Agreement shall be in accordance with the laws of the United States and the state of Minnesota without regard
to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute
arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the
parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding
arbitration through the American Arbitration Association, or o ther forum mutually agreed to by the parties. The
prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its
attorneys’ fees and costs. In all other circumstances, the parties speci fically consent to the local, state and federal
courts located in the state of Minnesota. The parties hereby waive any jurisdictional or venue defenses available
to them and further consent to service of process by mail. Client acknowledges that Designer will have no
adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby
agrees that Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such
other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and
proper, in addition to any and all other remedies provided for herein.
12.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as t o
be effective and valid under applicable law, but if any provision of this Agreement is held invalid or
unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid
or unenforceable provision shall be r eplaced by a valid or enforceable provision.
12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only
and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreem ent nor shall
such headings otherwise be given any legal effect.
12.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter
herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and
discussions between the parties relating to the subject matter of this Agreement. In the event of a con flict
between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This
agreement comprises this Basic Terms and Conditions document, the Proposal, Schedule A, and the following
documents as indicated by the parties’ initials:
____ ____ Supplement 1: Environmental-specific Terms and Conditions
By their execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement
effective as of the last date of signature below, and each signatory represents that it has the full authority to
enter into this Agreement and to bind her/his respective party to all of the ter ms and conditions herein.
DESIGNER:
[Designer name]
[Address]
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
Signed: ___________________________
Date: ______________________________
CLIENT:
[Client name]
[Address]
Signed: __________________________
By: [Client officer name]
Title: _____________________________
Date: _____________________________
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
Schedule A:
Intellectual Property (“IP”) Provisions
IP 1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
IP 1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of
Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection
therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify,
display and publish the Client Content solely in connection with Designer’s performance of the Services and
limited promotional uses of the Deliverables as authorized in this Agreement.
IP 1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners.
Designer shall inform Client of all Third Party Materials that may be required to perform the Services or
otherwise integrated into the Final Art. Under such circumstances Designer shall inform Client of any need t o
license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s)
necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In
the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of
Third Party Materials, Client hereby indemnifies, saves and holds harmless Designer from any and all damages,
liabilities, costs, losses or expenses arising out of any clai m, demand, or action by a third party arising out of
Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions
with respect to materials included in the Final Art.
IP 1.3 Preliminary Works. Designer retains all rights in and to all Preliminary Works. Client shall return all
Preliminary Works to Designer within thirty (30) days of completion of the Services and all rights in and to any
Preliminary Works shall remain the exclusive property of Designer.
IP 1.4 Original Artwork. Designer retains all right and title in and to any original artwork comprising Final Art,
including all rights to display or sell such artwork. Client shall return all original artwork to Designer within
thirty (30) days of completion of the Services.
IP 1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees,
costs and out-of-pocket expenses due, Designer assigns to Client all ownership rights, including any copyrights,
in and to any artworks or designs comprising the works created by Designer for use by Client as a Trademark.
Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client
to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or
Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do
not otherwise infringe the rights of any third party. Client hereby indemni fi es, saves and holds harmless
Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or
action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to
use or use of the Trademark.
IP 1.6 Designer Tools. All Designer Tools are and shall remain the exclusive property of Designer. Designer
hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s
web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the
extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or
manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer
Tools comprising any software or technology of Designer.
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
IP 2. RIGHTS TO FINAL ART
IP 2.1 Exclusive license, with modifi cation rights: Designer hereby grants to Client the exclusive, perpetual and
worldwide right and license to use, reproduce, adapt, modify and display the Final Art solely in connection with
the Project as defined in the Proposal and in accordance with the terms and conditions of this Agreement.
IP 2.2 Liquidation for unlicensed use: Client’s use of the Final Art shall be limited to the usage rights granted
herein for the Project only. Use of the Final Art, Deliverables or any derivative works thereof by Client at any
other time or location, or for another project or outside the scope of the rights granted herein require an
additional fee and Designer shall be entitled to further compensation equal to fifty percent (50%) of the original
Project fee unless otherwise agreed in writing by both parties. In the event of non -payment, Designer shall be
entitled to pursue all remedies under law and equity .
Jeff Bartlett Light Designs Inc
City of Rosemount
Terms and Conditions
Revision 2: May 1, 2015
Supplement 1:
Environmental-Specific (“3D”) Terms and Conditions
3D 1. PHOTOGRAPHS OF THE PROJECT
Designer shall have the right to document, photograph or otherwise record all completed designs or installations
of the Project, and to reproduce, publish and display such documentation, photographs or records for Designer’s
promotional purposes in accordance with Section 6 of the Basic Terms and Conditions of this Agreement.
3D 2. ADDITIONAL CLIENT RESPONSIBILITIES
Client acknowledges that Client shall be responsible for performing the following in a reasonable and timely
manner: (a) Communication of administrative or operational decisions if they affect the design or production of
Deliverables, and coordination of required public approvals and meetings; (b) Provision of accurate and complete
information and materials requested by Designer such as, by way of example, not limitation, site plans, building
plans and elevations, utility locations, color/material samples and all applicable codes, rules and regulation
information; (c) Provision of approved naming, nomenclature; securi ng approvals and correct copy from third
parties such as, by way of example, not limitation, end users or donors as may be necessary; (d) Final
proofreading and written approval of all project documents including, by way of example, not limitation, artwork ,
message schedules, sign location plans and design drawings before their release for fabrication or installation. In
the event that Client has approved work containing errors or omissions, such as, by way of example, not
limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors; e) Arranging
for the documentation, permissions, licensing and implementation of all electrical, structural or mechanical
elements needed to support, house or power signage; coordination of sign manufacture and installation with
other trades; and (f) Bid solicitation and contract negotiation; sourcing, establishment of final pricing and
contract terms directly with fabricators or vendors.
3D 3. ENGINEERING
The Services shall include the selection and specifications for materials and construction details as described in
the Proposal. However, Client acknowledges and agrees that Designer is not a licensed engineer or architect,
and that responsibility for the interpretation of design drawings and the design and engineering of all work
performed under this Agreement (“Engineering”) is the sole responsibility of Client and/or its architect,
engineer or fabricator.
3D 4. IMPLEMENTATION
Client expressly acknowledges and agrees that the estimates provided in the Proposal, at any time during the
project for implementation charges such as, including, but not limited to, fabrication or installation are for
planning purposes only. Such estimates represent the best judgment of Designer or its consultants at the time of
the Proposal, but shall not be considered a representation or guarantee that project bids or costs will not vary.
Client shall contract and pay those parties directly responsible for implementation services such as fabrication or
installation (“Implementation”). Designer shall not be responsible for the quality or timeliness of the third -party
Implementation services, irrespective of whether Designer assists or advises Client in ev aluating, selecting or
monitoring the provider of such services.
3D 5. COMPLIANCE WITH LAWS
Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to
comply with the applicable rules and regulations such as the Americans with Disabilities Act (“ADA”). However,
Designer is not an expert and makes no representations or warranties in connection with compliance with such
rules, codes or regulations. The compliance of the Final Deliverables with any such rule, codes or regulations
shall be the responsibility of Client. Designer shall use commercially reasonable efforts to ensure the suitability
and conformance of the Final Deliverables.
3D 6. CLIENT INSURANCE
3D 7. DESIGNER INSURANCE
JEFF BARTLETT LIGHT DESIGNS INC
405 Lincoln St N
Northfield MN 55057
(612) 720 2621
Proposal
to the
City of Rosemount
for a
Public-Art Lighting Installation and Display:
Lighting the Steeple Center
at the historic former St Joseph’s Church Building
South Robert Trail, Rosemount MN
May 1, 2015
Built in 1924 as St. Joseph’s Church, a house of worship, the former church building was purchased by the City of
Rosemount in 2004 and now serves the Rosemount community as the non-sectarian Steeple Center.
The graceful and majestic Steeple is the building’s most prominent architectural feature. Standing nobly over
the heart of downtown, the steeple is a natural visual touchstone for the entire community. Its profile is
significant from any number of vantage points, both near and far: from a distance of miles as one approaches
from the north or south, at medium range from the large Park to the east, and up close from the street and
sidewalk directly in front and from the neighboring Library.
Soon, a vital new close-up vantage point will come to be: the housing and public spaces of The Rosemount
complex now under construction.
Lighting the Steeple Center proposes to create a gently animated, subtly shifting pattern of light, color and
texture on this iconic steeple and selected other architectural features.
Through careful placement and artistic programming of color-mixing LED fixtures, this lighting installation
will beautify and enliven the structure while celebrating its dignity and creating a field of visual delight for
viewers both far and near.
Jeff Bartlett is an award-winning lighting designer whose work in Minneapolis/St Paul has spanned over a
quarter-century. He’s designed hundreds of productions, for dozens of companies in theater and dance, at such
venues as the Cowles Center for Dance, the McGuire Theater at Walker Art Center, Dowling Studio and
McGuire Proscenium at the Guthrie, the Ordway Center, The O’Shaughnessy, and the Southern Theater where
he also served as Artistic Director from 1981 to 2008. Companies designed for include Frank Theater, Flying
Foot Forum, Mixed Blood, Ragamala Dance (with whom his designs have toured nationally), Zenon Dance and
Zorongo Flamenco, among many others. His design work has been recognized with a McKnight Theater Artist
Fellowship (2003); Sage Awards for Dance Design (2005, 2010); and an Artist of the Year citation in City Pages
(2008) which read in part:
“His lighting sculpts dancers in ways that highlight their form and clarify their actions
while adding depth and texture to the stage picture… he merges the prowess of a master
technician with the instincts of a poet.”
Public lighting-art installations include the permanent installation at Amherst H Wilder Foundation
Headquarters in St Paul, and the temporary installation Lightlines on the former Shubert Theater, Minneapolis.
Jeff Bartlett Light Designs Inc
Lighting the Steeple Center Project Proposal
Page 2 of 3
May 1, 2015
This Proposal is presented in Two Parts:
Part One: Design is the portion for which approval is sought by the Rosemount City Council at its May 5 2015
meeting, or other date the Council deems fit.
Part Two: Implementation is a separate portion of the proposed Project. In the event the Design is accepted
and funding approved by the City as described herein, Designer will be engaged to execute Part Two under the
Terms and Conditions described below.
PART ONE: DESIGN
Jeff Bartlett Light Designs Inc, an S Corporation in the State of Minnesota, (“Designer”) proposes to provide a
complete Design to the City of Rosemount (“City;” “Client”) for consideration and approval.
The complete Design shall include:
A virtual model of the Steeple Center Church Building (and relevant adjoining buildings as necessary),
developed in the 3D drafting program Vectorworks. This virtual model will include all pertinent
architectural details including but not limited to the steeple, rooflines, parapets, and buttresses and will
duplicate to a reasonable degree of accuracy the finishes, textures and colors of the actual building(s)
Designer will calculate optimum lighting positions to achieve the desired artistic results and will place
virtual models of actual suggested lighting fixtures, to scale, in the 3D model. Virtual 3D model will
also include:
o Any proposed shielding, mounting details or other necessary elements to install and protect
the fixtures, and to the extent feasible reduce or eliminate direct glare and the physical fixtures’
visual impact on architecture.
o Any proposed additional support structures, existing or to be built, necessary to mount the
fixtures.
Designer will produce a series of renderings that will virtually turn the lights on in the software, to give
as accurate a representation as possible of the specific effect each fixture will produce. Within the scope
of this proposed Design, Designer agrees to produce still images only and not moving (video animation)
images.
Designer will present drawings and renderings to the City on paper and/or slide show or other
format(s) as requested by the City, as per the schedule outlined below.
Designer will then adjust the Design as necessary to accommodate any concerns or changes the City
wishes to address.
Project Budget and Alternates
Designer will develop a Design to fall within a targeted budget not to exceed one -hundred thirty three thousand
dollars ($133,000) including all necessary permits, lighting equipment, control, design fees, electrical wiring,
installation, and fixture enclosures as necessary upon currently -existing structures.
Any landscaping and/or additional structures not currently built or planned to be built, necessary to
accommodate the agreed-upon installation, will be in addition to this targeted budget amount. Designer will
work with City to develop plans for any such additional structures or landscaping; any and all such additions will
be only be included in the final Design with full approval by City.
Designer will develop the Design in such a way as to provide a minimum of two (2) “de duct alternates” allowing
project costs (as defined above) to be reduced to as little as seventy thousand dollars ($70,000). The deduct
alternates will be determined collaboratively with City staff.
Part One, Design, Project Timeline
Project Timeline shall commence on the first Monday following receipt by Designer of both a fully executed
copy of this Agreement and the initial design payment . Kim Lindquist will be the chief staff contact during the
design phase.
Jeff Bartlett Light Designs Inc
Lighting the Steeple Center Project Proposal
Page 3 of 3
May 1, 2015
Days 1-60: Designer develops:
o Virtual 3D model of Steeple Center building and adjoining buildings as necessary;
o Detailed and specific plans for locations and installation of lighti ng fixtures;
o Precise cost estimates based on accurate quotes from multiple vendors (number of quotes to be
determined by City),
o Deduct alternates as specified above
Days 60-80: Designer works with City Staff to address any concerns and effect changes as suggested by Staff, in
preparation for presentation to full City Council.
Approximately Day 90 as permitted by City Council meeting schedule: Final Design including deduct alternates
is presented to Full Council. Council votes whether or not, and/or under what conditions, to pursue the project.
If it wishes to move forward and approves funding, Council will direct Designer and Staff as to which
alternate(s) to pursue. Designer and Staff will then prepare any necessary or quotation documents (in the event
those obtained to date are not sufficient).
PART TWO: IMPLEMENTATION
In the event the final Design is accepted by the City and funding for implementation approved, and only in that
event, the Parties agree to enter into Part Two of this Proposal under the same Terms and Conditions as Part
One. Dan Schultz will be the chief staff contact during the implementation phase.
In the Implementation phase, Designer will:
Work with City to identify contractor(s) and vendor(s) to provide and install the necessary equipment
Oversee the installation from the Design perspective to assure compliance with the specified intent and
details of the Design.
When installation is complete, Designer will author up to three (3) dynamic lighting programs
consisting of a loop of lighting changes to repeat approximately every two hours over the course of
certain hours of darkness as established in collaboration with the City; and up to four (4) static non -
changing lighting looks for use on special occasions.
Train City personnel on the operation of all control software so that additional lighting looks and/or
programs may be created by City personnel or others at any time.
Fees
Design (Part One of this Proposal): $5200
Implementation (Part Two; only if accepted): $4000
Payment Schedule
Part One, Design: 50% due upon signing this Agreement
25% upon review of initial design documents by City Staff
25% upon presentation of Design to full City Council
Part Two, Implementation (if accepted): 50% due upon acceptance of Implementation phase
40% prior to final installation of program on lighting system controllers
10% upon final review and approval of programs by City