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HomeMy WebLinkAbout4527 Resolution - MUSCO Lighting GESA MLB REQSResolution – GESA Stadium Musco Lighting Agreement - 1 RESOLUTION NO. 4527 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AGREEMENT WITH MUSCO SPORTS LIGHTING, LLC FOR THE PURCHASE AND INSTALLATION OF UPDATED FIELD LIGHTING AT THE GESA STADIUM. WHEREAS, the City of Pasco (City) has recognized the need to upgrade the field lighting to bring the field lighting up to Major League Baseball standards; and WHEREAS, the City has received a State of Washington direct appropriations grant of $3,000,000.00 for the updating of the GESA Stadium to meet Major League Baseball standards; and WHEREAS, the purchase will be made through the SOURCEWELL Purchasing Cooperative as encouraged by the City’s Purchasing Policy Administrative Order to meet competitive bidding requirements; and WHEREAS, the City Council of the City of Pasco, Washington, has after due consideration, determined that it is in the best interest of the City of Pasco to enter into the Purchase Agreement with Musco Sports Lighting, LLC. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms and conditions of the Purchase Agreement between the City of Pasco and Musco Sports Lighting, LLC as attached hereto and incorporated herein as Exhibit A. Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to execute said Purchase Agreement on behalf of the City of Pasco; and to make minor substantive changes as necessary to execute said Agreement. Be It Further Resolved, that this Resolution shall take effect immediately. Resolution – GESA Stadium Musco Lighting Agreement - 2 PASSED by the City Council of the City of Pasco, Washington, on this 18th day of November, 2024. _____________________________ Pete Serrano Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, MMC Kerr Ferguson Law, PLLC City Clerk City Attorneys : Date: September 10, 2024 Project Name: Tri-City Dust Devils Gesa Stadium MiLB Increased Light Levels Project #: 208899 1999, 2023 Musco Sports Lighting, LLC • M-1010-enUS-43 Page 1 of 6 Purchase Agreement www.musco.com • lighting@musco.com 1. SELLER NAME AND ADDRESS: 2. BUYER NAME AND ADDRESS: Musco Sports Lighting, LLC (“Musco”) City of Pasco (the “Buyer”) 100 1st Avenue West – PO Box 808 PO Box 293 Oskaloosa, IA 52577 Pasco, WA 99301 Attn: Kalob Gist Attn: __________________________ Email: kalob.gist@musco.com Email: __________________________ Telephone: 641-673-0411 800-825-6020 Ext 2385 Telephone: __________________________ 3. OWNER NAME AND ADDRESS: 4. SHIPPING NAME AND ADDRESS: City of Pasco Gesa Stadium PO Box 293 6200 Burden Boulevard Pasco, WA 99301 Pasco, WA 99301 Attn: __________________________ Attn: __________________________ Email: __________________________ Email: __________________________ Telephone: __________________________ Telephone: __________________________ 5. WARRANTY CONTACT: 6. FACILITY NAME AND ADDRESS: City of Pasco Gesa Stadium PO Box 293 6200 Burden Boulevard Pasco, WA 99301 Pasco, WA 99301 Attn: __________________________ Email: __________________________ Telephone: __________________________ 7. EQUIPMENT DESCRIPTION – Musco shall sell, transfer, and deliver to Buyer, and Buyer will purchase, accept, and pay for the following goods (the “Equipment”) in accordance with the “Total Price” paragraph of this Agreement: SportsCluster® Lighting System • Poletop luminaire assemblies with: • (25) – Total Light Control™ TLC-LED-1500 factory-aimed and assembled luminaires • (16) – Total Light Control™ TLC-BT-1500 BallTracker® factory-aimed and assembled luminaires • Pole length factory assembled wire harnesses • Factory wired and tested remote electrical component enclosures • Mounting hardware for poletop luminaire assemblies and electrical components enclosures Built to the following specifications: • Driver input voltage: 480 • Phase to pole: 3 phase • Structural integrity: based upon IBC 2015, 115mph, Risk II 8. RESPONSIBILITIES OF THE BUYER AND/OR THIRD PARTY – Buyer/Third Party agrees to: Refer to responsibilities listed in the Installation Scope of Work in Exhibit A. 9. MUSCO SERVICES – Musco agrees to provide, itself or through its subcontractors, design, layout, testing and commissioning for the Equipment and the following (collectively, the "Services"): Installation – refer to the Installation Scope of Work in Exhibit A. : Date: September 10, 2024 Project Name: Tri-City Dust Devils Gesa Stadium MiLB Increased Light Levels Project #: 208899 1999, 2023 Musco Sports Lighting, LLC • M-1010-enUS-43 Page 2 of 6 Purchase Agreement www.musco.com • lighting@musco.com 10. WARRANTY & MAINTENANCE PROGRAM (the “Warranty”) – Musco shall provide parts, labor, and services as outlined in the Musco Warranty Agreement to maintain operation of lighting equipment for a period of 21 years on the following terms: PLEASE NOTE: Warranty is for 21 years to match warranty of existing equipment. Warranty expires March 2043. • Warranty service begins: On the date of product shipment • Expiration date: April 05, 2044 • Monitoring, maintenance & control services • Light levels – as specified in Musco design documents • Spill light control – as specified in Musco design documents • Energy consumption: as specified in Musco design documents 11. TOTAL PRICE – Buyer will pay for the above-described Equipment and, if applicable, Services. The Total Price of $239,500.00 plus applicable taxes is payable as follows. • Net 30 A copy of the payment and performance bond (if applicable) is required prior to shipment. Monthly progress invoicing and payments will apply. Final payment shall not be withheld by Buyer on account of delays beyond the control of Musco. Project is being purchased through the following cooperative purchasing agreement: Sourcewell (contract number 041123-msl) Price includes delivery, unloading, and installation to the address indicated in item #4 of this Agreement. Price does not include sales tax. Payments not paid when due are subject to a carrying charge for each month past due or will be pro- rated for the portion of the month there is an unpaid balance. Carrying charges shall accrue in the amount of one and one half percent (1½%) per month of any overdue unpaid balance, or the maximum rate permitted by law, whichever is less. Source of Funds: Buyer agrees that Buyer’s payment to Musco is not contingent upon Buyer getting paid by the Owner/End User. Buyer may not hold back or set off any amounts owed to Musco in satisfaction of any claims asserted by Buyer against Musco. No partial payment by Buyer shall constitute satisfaction of the entire outstanding balance of any invoice of Musco, notwithstanding any notation or statement accompanying that payment. The Total Price was calculated utilizing parameters outlined in the project specifications. In the event soil conditions vary from those relied upon, or if the soil cannot be readily excavated, Buyer shall be responsible for Musco’s additional associated costs, including but not limited to the cost of design, alternate foundations, additional materials, and labor. 12. TAXES – Buyer shall pay all applicable state and local sales taxes, use or any similar tax invoiced appropriately by Musco. Taxable Non-Taxable (Copy of resale or exemption certificate must be attached. Note: Just holding a sales tax permit does not, in and of itself, qualify for a non-taxable sale.) 13. PAYMENT/PERFORMANCE BONDING – Is there a bond on this project? Yes No Principal Bond Holder: Bonding Company Name: Bonding Company Address: Bonding Company Address Phone Number: Bond Number: : Date: September 10, 2024 Project Name: Tri-City Dust Devils Gesa Stadium MiLB Increased Light Levels Project #: 208899 1999, 2023 Musco Sports Lighting, LLC • M-1010-enUS-43 Page 3 of 6 Purchase Agreement www.musco.com • lighting@musco.com 14. DELIVERY – Normal delivery to the shipping address indicated above is 8 to 12 weeks after submittal approval or release of order, if later. If the Equipment is shipped in multiple lots, Musco shall prepare a separate invoice for the price of the Equipment shipped at the time of each shipment. Buyer shall pay the amount of each such invoice upon the same terms as set out in the “Total Price” paragraph of this Agreement. All deliveries shall be made by means of a common carrier or some other reasonable means chosen by Musco. All risk of loss to Equipment sold shall pass to Buyer upon Musco’s substantial completion of the Services. Delivery is subject to Buyer maintaining credit satisfactory to Musco. Musco may suspend or delay performance or delivery at any time pending receipt of assurances, including full or partial prepayment or payment of any outstanding amounts owed adequate to Musco in its discretion, of Buyer's ability to pay. Failure to provide such assurances shall entitle Musco to cancel this contract without further liability or obligation to Buyer. 15. NO RETAINAGE/WARRANTY – Buyer acknowledges payment in full is required within the agreed terms. Warranty claims and back charges shall not be deducted from contract payments without prior approval of Musco’s Warranty Department (877-347-3319). Musco’s Equipment and its performance are sold subject to Musco’s written warranty. The Warranty provided by Musco shall be in lieu of all other representations, warranties and conditions of any kind, in respect of the Equipment or the Services and Musco disclaims any other representation, warranty or condition whatsoever, whether written or oral, express or implied, statutory or otherwise, including, but not limited to, the implied warranties and conditions of merchantability and fitness for a particular purpose. Buyer acknowledges that any warranty and/or maintenance guarantee contained within payment/performance bonds issued on Musco’s behalf pursuant to this Agreement and the corresponding liability on behalf of the issuing surety shall apply only to the first 12 months of any warranty and/or maintenance obligation of Musco specified in the written Warranty to be delivered to Buyer. The balance of any warranty and/or maintenance obligation greater than 12 months shall be the sole responsibility of Musco and shall not be guaranteed by a third party. 16. EXCLUSION OF SPECIAL DAMAGES – In no event shall Musco be liable for incidental, special or consequential damages, including without limitation lost revenues and profits, in respect of this Agreement or the Equipment and, if applicable, Services provided hereunder. 17. LIMITATIONS PERIOD – Unless otherwise specified in the Warranty to be delivered to Buyer, any action or proceeding against Musco arising out of or relating to the Equipment or Services will be forever barred unless commenced within the earlier of: (a) one (1) year after delivery of the Equipment or if applicable, completion of the Services; or (b) the period prescribed by the applicable statute of limitation or repose. 18. SECURITY AGREEMENT – In consideration of the promises contained herein, Buyer hereby grants and conveys to Musco, to secure payment and performance of all obligations in full, a purchase money security interest in the Equipment, including all repairs, replacements and accessions thereto and proceeds thereof (collectively referred to as the “Secured Property”). Buyer hereby irrevocably authorizes Musco at any time to register in any registration office in any province (including personal property registries and if applicable, land titles or real property registries) any initial financing statements, financing change statements, notices of security interest or other documents relating to this security interest or this transaction. Buyer further agrees to promptly furnish any information requested by Musco to effectuate the terms of this Agreement. Buyer further agrees to execute any document reasonably required by Musco to perfect the security interest granted herein and to assure the preservation, priority, and enforcement of such security interest. Buyer agrees that value has been given for this security interest and that the parties have not agreed to postpone the time for attachment of the security interest. 19. DEFAULT – Each of the following shall constitute a default (“Default”) under this Agreement: a) failure to pay, in full, any payment when due hereunder; b) Buyer becomes the subject of a bankruptcy, receivership or insolvency proceeding; c) any warranty, representation or statement made or furnished to Musco by : Date: September 10, 2024 Project Name: Tri-City Dust Devils Gesa Stadium MiLB Increased Light Levels Project #: 208899 1999, 2023 Musco Sports Lighting, LLC • M-1010-enUS-43 Page 4 of 6 Purchase Agreement www.musco.com • lighting@musco.com or on behalf of the Buyer proved to have been false in any material respect when made or furnished; d) loss, theft, damage, destruction or encumbrance to, or of, the Secured Property or the making of any levee, seizure or attachment thereof or thereon prior to payment in full; or e) the occurrence or non- occurrence of any event or events which causes Musco, in good faith, to deem itself insecure for any reason whatsoever. 20. REMEDIES UPON DEFAULT – In the event of Default, Musco may, at its option, and without notice or demand: a) declare the entire unpaid balance owing hereunder due and payable at once; b) proceed to recover judgment for the entire unpaid balance due; c) exercise all rights provided to Musco under this Agreement, any applicable personal property security act (or similar legislation), at law or in equity including but not limited to entering the Buyer’s premises and taking possession of the Secured Property. All the remedies described herein are cumulative and may be exercised in any order by Musco. Buyer agrees to pay all costs (including reasonable attorney’s fees and court costs) incurred by Musco in disposing of the Secured Property and collecting any amounts owing hereunder, and such costs shall be part of the obligations secured hereunder. 21. FORCE MAJEURE – Musco shall not be liable for delays or failure to perform in respect of the Equipment or the Services due, directly or indirectly, to (i) causes beyond Musco's reasonable control, or (ii) acts of God or nature, acts (including failure to act) of any governmental authority, wars (declared or undeclared), strikes or other labor disputes, fires, and natural calamities (such as floods, earthquakes, storms, epidemics). 22. EEO COMPLIANCE – When applicable, Musco and Subcontractor shall comply with the EEO Clause in Section 202 of Executive Order 11246, as amended, which is incorporated herein by specific reference. When applicable, Musco and Subcontractor shall abide by the requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals on the basis of disability and against qualified protected veterans, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities and qualified protected veterans. 23. CONDITIONS OF AGREEMENT a. APPLICABLE LAW – This Agreement shall be governed by the laws , including the Uniform Commercial Code, adopted in the State of Iowa as effective and in force on the date of this Agreement. b. EXPENSES/REMEDIES – Buyer shall pay to Musco the reasonable expenses, including court costs, legal and administrative expenses, and reasonable legal fees (on a solicitor and client basis), paid or incurred by Musco in endeavoring to collect amounts due from Buyer to Musco. It is further understood that if Buyer does not make a payment as due, Musco has the right to forward appropriate notices or claims on jobs with owners, bonding companies, general contractors, or the like, as deemed appropriate by Musco. c. ENTIRE AGREEMENT – This Agreement, the written Warranty to be delivered to Buyer, and any invoice issued by Musco pursuant to this Agreement constitute the entire agreement between the parties and supersede all prior statements of any kind made by the parties or their representatives. No representative or employee of Musco has any authority to bind Musco to any term, representation, or warranty other than those specifically included in this written Agreement or the written Warranty to be delivered to Buyer in connection with this Agreement. This Agreement may not be amended or supplemented except by written agreement executed by Musco and Buyer. d. ACCEPTANCE – This Agreement is subject to the approval of Musco’s Credit Department and the written acceptance of this Order by Musco. : Date: September 10, 2024 Project Name: Tri-City Dust Devils Gesa Stadium MiLB Increased Light Levels Project #: 208899 1999, 2023 Musco Sports Lighting, LLC • M-1010-enUS-43 Page 5 of 6 Purchase Agreement www.musco.com • lighting@musco.com CITY OF PASCO MUSCO SPORTS LIGHTING, LLC Acceptance this ______day of ________________, 20___ Acceptance this ______day of ________________, 20___ Signature Signature Name and Title Name and Title Please remember to return all pages of this agreement. : Date: September 10, 2024 Project Name: Tri-City Dust Devils Gesa Stadium MiLB Increased Light Levels Project #: 208899 1999, 2023 Musco Sports Lighting, LLC • M-1010-enUS-43 Page 6 of 6 Purchase Agreement www.musco.com • lighting@musco.com EXHIBIT A. Scope of Work A poles: Swap all (12) 1150s to 1500W fixtures 1 for 1 and re-aim so that we have light behind the concourse as requested. Also swap one of the Ball Trackers for a 1500W Ball Tracker. All drivers besides the one 575 BT will need to be swapped. B poles: Replace the fitters with a 4 cross arm fitter. Re -use the existing 3 crossarms and add a 7P bolt on cross arm that takes 7 fixtures from each A pole to the B poles. The B1 pole will have a fixture aimed to the berm seating to put light there as well as bump up the bullpens from 35 FC to 50 FC. The 3 575 Ball Trackers will need swapped to 1500W Ball Trackers and the drivers swapped. We could use A pole drivers for the 1150s if we wanted but will need new ECEs and harnesses for those fixtures. Would be adding 2 enclosures to poles and 2 wire harnesses. C1 pole: This pole has bolt on crossarms. Replace the 2 bolt on cross arms with a 7P and 6P crossarm. We would move(3) 1150 fixtures from the A poles to here and add (1) 1500W fixture to help with the berm seating and LF bullpen. We could re-use the drivers from the A poles but will need new ECEs and harnesses. The 2 575 BTs will be replaced with 1500W BTs and as well as the drivers. Would be adding 2 enclosures to poles and 2 wire harnesses. C2 pole: This pole has bolt on crossarms. Replace the 2 bolt on cross arms with (2) 6P crossarms. We would move(3) 1150 fixtures from the A poles to here. We could re-use the drivers from the A poles but will need new ECEs and harnesses. The 2 575 BTs will be replaced with 1500W BTs and as well as the drivers. Would be adding 2 enclosures to poles and 2 wire harnesses. D poles: These crossarms are weld on so we'll need to swap the fitters for a 6 over 5 configuration. We would take the remaining 2 fixtures on each A pole and move them to each D pole. The drivers from the A poles could be reused but we'll need to send new ECEs and harnesses. The 2 575 BTs will be replaced with 1500W BTs and as well as the drivers. Would be adding 1 enclosures to poles and 2 wire harnesses.