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HomeMy WebLinkAboutMusco Purchase Agreement - Sports Lighting at GESA StadiumDate: December 18, 2018 Project Name; Tri -City Dust Devils Gesa Stadium MiLB LED Project* 154596 Sourcewell (Formerly NJPA) Master Project: 170558, Contract Number: 082114-msl, Expiration: 09/16/2019 Category: Facility & MRO, Sub -Category: Athletic Field / Court and Parking Lot Lighting Systems SELLER NAME AND ADDRESS Musco Sports Lighting, LLC ("Musco") 100 1" Avenue West — PO Box 808 Oskaloosa, IA 52577 Attn. Cally Sytsma Email; cally.sytsma@musco.com Telephone: 641-673-0411 800-825-6020 Ext 2638 Fax: 800-374-6402 3. OWNER NAME AND ADDRESS: City of Pasco PO Box 293 Pasco, WA 99301 Attn: Stan Strebel Email: STREBELS@pasco-wa.gov Telephone: 509-545-5760 WARRANTY CONTACT: City of Pasco PO Box 293 Pasco, WA 99301 Attn: Stan Strebel Email: STREBELS@pasco-wa.gov Telephone: 509-545-5760 2. BUYER NAME AND ADDRESS: �— City of Pasco (the "Buyer") PO Box 293 Pasco, WA 99301 Attn: Stan Strebel Email: STREBELS@pasco-wa.gov Telephone: 509-545-5760 I 4. SHIPPING NAME AND ADDRESS: Gesa Stadium 6200 Burden Blvd Pasco, WA 99301 Attw Stan Strebel Email: STREBELS@pasco-wa.gov Telephone: 509-545-5760 FACILITY NAME AND ADDRESS: Gesa Stadium 6200 Burden Blvd Pasco, WA 99301 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. Musco's lighting system consisting of: SportsCluster@ Lighting System + (96) — Total Light Control TM TLC -LED -1150 factory -aimed and assembled luminaires • (18) — Total Light Control TM TLC -BT -575 factory -aimed and assembled luminaires • Electrical component enclosures with disconnect switch(es) • Pole length wire harnesses Built to the following specifications: • Ballast Input Voltage: 480 • Phase to Pole: 3 phase • Structural Integrity: Based upon 2015 IBC, 110mph wind speed • Light Level(s): 70 footcandles infield and 50 footcandles outfield S. RESPONSIBILITIES OF THE BUYER ANDIOR THIRD PARTY— Buyer/Third Party agrees to: Confirm supply voltage required for lighting system. • Provide confirmation on pole locations. .t Initials MUSCO.�� 0 1999, 2018 Musco Sports Lighting, LLC , M-1010•onUS•25 Page 1 of 6 Dale: December 18, 2018 Project Name: Tri -City Dust Devils Gesa Stadium MiLB LED Project #: 154596 9, MUSCO SERVICES — Musco agrees to provide design and layout for the lighting system. In addition to the purchase and sale of the Equipment, Musco agrees to provide, itself or through its subcontractors, the following ("Services"): Musca Responsibilities: Provide required driver enclosures, fixtures, wire harnesses (fixtures to drivers only), cross arms, remote wireless antennas, mounting hardware, contactor cabinet, master control cabinet and ELO touch screen, Provide layout of pole locations and aiming diagram. Provide Project Management assistance as needed. Musco shall provide Performance and Payment Bonds in an amount equal to the total amount of bid. (Only If Required, Not included in quote) Musco Subcontractor Responsibilities: 1, Remove and dispose of the existing lighting fixtures, cross arms, pole wiring and electrical enclosures on (6) existing poles. This will include the recycling of lamps, aluminum reflectors, ballasts and steel as necessary, 2. Leave the existing grounding wires and power feed in place for reattachment to the new SCR LED product. 3. Provide equipment and materials to off load equipment at fobsite per scheduled delivery. 4. Provide storage containers for materials (including electrical components enclosures) as needed and waste disposal. 5. Provide adequate security to protect Musco delivered products from theft, vandalism or damage during the installation. 6. Obtain any required permitting. 7. Confirm the existing underground utilities and irrigation systems have been located and are clearly marked so as to avoid damage from construction equipment. Repair any such damage during construction. 8. Ground the new product on poles per the NFPA 780 code. This will include grounding of the electrical enclosures and remote light fixture cross arms. 9. Provide materials and equipment to install or upgrade electrical service panels as required or necessary. To include removal of existing contactors. 10. Electrical design & installation to Musco supplied electrical enclosures on poles. 11, Electrical design & installation from Musco Gateway to ELO Touch Screen. Touch screen located in control room. Master Gateway located in or around control room. Cats 1583A ran from Gateway to touch screen (300ft max, contractor provided). ELO touch screen to have 120v power. 12. Install Musco supplied remote antenna with clear line of sight to pole electrical enclosures or remote antennas on pole. Antenna is wired to Gateway via coax cable. Gateway antenna will communicate wireless signal to Musco electrical driver boxes on pole via enclosure radios. 13. Provide step down transformer for 120v control circuit if not available for Musco Lighting Contactor Cabinet and Master Gateway cabinet. 14, Provide equipment and materials to install Musco supplied (1) new Lighting Contactor Cabinet, (1) Gateway cabinet and ELO Touch Screen, Gateway remote antenna and terminate all necessary wiring. This equipment will be delivered with mounts and fixtures. BELDEN 7933A ran from Gateway master control cabinet to contactor cabinet (3000ft max, contractor provided). 15. Provide equipment and materials to install remote antennas on poles for wireless communication from Gateway. Musco provided antennas, brackets and coax cables, 16. Provide equipment and materials to install (96) Musco TLC LED 1150w fixtures per layout. ®® initials 9ir1SE-0. (D1990. 2018 Musco Sports LighUng, LLC • M-1010-enUs-26 Page 2 of 6 Dale: December 18, 2018 Project Name: Tri -City Dust Devils Gesa Stadium M113 LED Proiect #: 154596 17. Provide equipment and materials to install (18) Musco TLC LED 575w ball tracker fixtures per layout, 18. Provide equipment and materials to install (6) Musco structures on existing poles per layout. 19, Contractor will commission Control Link by contacting Control Link Central at (877-347-3319) and going through the following steps: 20. Check all Zones to make sure they work in both auto and manual mode. 21. 1 hour comprehensive burn of all lights on each zone. 22. Set base line for the DAS (Diagnostic Acquisition System) 23. Remove spoils/packing materials to owner designated location atjobsite. 24. Keep all heavy equipment off of playing fields when possible. Repair damage to grounds which exceeds that which would be expected. Indentations caused by heavy equipment traveling over dry ground would be an example of expected damage. Ruts and sod damage caused by equipment traveling over wet grounds would be an example of damage requiring repair. 10. CONSTANT 25TM WARRANTY & MAINTENANCE PROGRAM (the "Warranty") — Musco shall provide parts, labor and services as outlined in the Musco Constant 25 Warranty Agreement to maintain operation of lighting equipment included in the Equipment for a period of up to 25 years on the following terms: • Warranty Service Begins: On the date of product shipment • Expiration Date: 25 years from date of shipment • Monitoring, Maintenance & Control Services • Light levels — shall be guaranteed for 25 years • Spill Light Control — as specified in Musca design documents • Energy Consumption — as specified in Musco design documents Area of Lighting Number ofTarget Light I Luminaires Baseball Estimated Annual / 25 Year Estimated Usage Hours 114 70.36fc/50.54fc 300/7,500 11. TOTAL PRICE — Buyer will pay for the above-described Equipment and, if applicable, Services the Total Price of $422,000 plu-s agglicable taxes, payable as follows. • $211,000 within 30 days from invoice date • Final payment to be issued once approved Affidavit of Wages Paid is provided Final payment shall not be withheld by Buyer on account of delays beyond the control of Musco Price includes delivery, unloading, and installation to the address indicated in item #4 of this Agreement, Price also includes applicable Prevailing Wages. Price does not include sales tax. Payments not paid when due are subject to a carrying charge for each month past due or will be pro- rated for the portion of the month there is an unpaid balance. Carrying charges shall accrue in the amount of one and one half percent (1%%) per month of any overdue unpaid balance, or the maximum rate permitted by law, whichever is less. Source of Funds: Buyer agrees that Buyer's payment to Musco is not contingent upon Buyer getting paid by the Owner/End User. Buyer may not hold back or set off any amounts owed to Musco in satisfaction of any claims asserted by Buyer against Musco. No partial payment by Buyer shall constitute satisfaction of the entire outstanding balance of any invoice of Musca, notwithstanding any notation or statement accompanying that payment. The Total Price was calculated utilizing parameters outlined in the project specifications. In the event soil conditions vary from those relied upon, or if the soil cannot be readily excavated, Buyer shall be r A IL Initials 0 1999, 2018 Musco Sports Lighting, LLC • M-1019-enU$-25 ift1liting(5)MUSP• !! Page 3 of 6 Date: December 18, 2018 Project Name: Tri -City Dust Devils Gesa Stadium MILB LED Project #: 154596 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. Z 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: IBondinq Company Name: Bonding Company Address: _ Bonding Company Address Phone Number: �. Bond Number: DELIVERY — Normal delivery to the shipping address indicated above is 8 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 delivery by Musco of such Equipment to the shipping location indicated above. 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, 14. NO RETAINAGEIWARRANTY — 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 (800-825-6020). 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 - 15. 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. 16. 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 OCY ] ;, � • niti11 �L 01999, 2015 Musco Sports Lighting, LLC , M•1010-enUS-25 mu, Page 4 of 6 Date: December 18, 2018 Name: Tri -City Dust Devils Gesa Stadium MiLB LED Proiect #: 154596 Equipment or if applicable, completion of the Services; or (b) the period prescribed by the applicable statute of limitation or repose. 17. SECURITY AGREEMENT — In consideration of the promises contained herein, Buyer hereby grants and conveys to Musca, 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. 18. INSURANCE -- From and after delivery, regardless of the pending performance of the Services, until such time as Buyer has performed in full all obligations contained herein, Buyer shall maintain adequate insurance covering the Equipment in accordance with generally accepted business practices, Buyer shall name Musco as loss payee until such time as Buyer has performed in full all obligations contained herein. 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 Musca by 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 GFR 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 016�,Co. 0 1999. 2018 Musco Sports Lighting, 11C • M•1010-enUS,25 Page 5 of 6 Date: December 18, 2018 Project Name: Tri -City Dust Devils Gesa Stadium MiLB LED Project-#: 154596 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 Musca. 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. City of Pasco Acceptance this 1811i day of December, 2018 Signature �sr A A!< Name and Title MUSCO SPORTS LIGHTING, LLC Acceptance this 18`h day of December, 2018 Signature A141-11 Name and Title Please remember to Initial and return all pages of this agreement, oc- SC: . 0 1999, 2018 Musco Sports L'gMvil, LLC • M-1010-enUS-25 Page 6 of 6