HomeMy WebLinkAboutRes 2023-09-1557 Construction Agreement for Installation of Lights at the Skatepark at Slayter Creek ParkCITY OF ANNA, TEXAS
RESOLUTION NO. 7-0 ,23 — Qq — 15 S :�
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A
CONSTRUCTION AGREEMENT WITH MUSCO SPORTS LIGHTING, LLC TO
INSTALL LIGHTS FOR THE SKATEPARK AT SLAYTER CREEK PARK.
WHEREAS, the City Council of the City of Anna, Texas, ("City Council") finds that the construction
agreement with Musco Sports Lighting, LLC is instrumental and necessary to the installation of
athletic field lighting on the practice fields at Slayter Creek Park; and
WHEREAS, the City Council considers the installation of lighting in the skatepark at Slayter Creek
Park to be beneficial to the neighbors of Anna, Texas, meeting several goals and objectives set
forth in the Strategic Plan adopted by City Council; and
WHEREAS, the City Council approves the proposed construction agreement with Musco Sports
Lighting, LLC, to include the following fee:
"The total amount for fiscal year 2024: $163,523."
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes as set forth in full.
Section 2. Approval and Authorization of Agreement.
The City Council hereby approves the extension attached hereto as Exhibit 1 to enter into a
construction agreement with Musco Sports Lighting, LLC and ratifies and approves the City
Manager's execution of the same. The City Manager is hereby authorized to execute all
documents and to take all other actions necessary to finalize and enforce the construction
agreement with Musco Sports Lighting, LLC.
PASSED, APPROVED, AND ADOPTED on first and final reading on this 261h day of September,
2023.
ATTEST: APPROVED:
City Secretary,
EXHIBIT 1
STATE OF TEXAS §
§ CONSTRUCTION AGREEMENT
COUNTY OF COLLIN §
This Construction Agreement ("Agreement') is made and entered into this day of
20 by and between the City of Anna, Texas (the "Owner'), and Musco Sports
Lighting, LLC, an Iowa limited liability company (the "Contractor") acting by and through their
authorized representatives and in exchange for the mutual covenants set forth herein and other valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:
Article I
Work and Term
1.1 The Contractor shall perform all the work specified in the Contract Documents. The work
is generally described as follows:
Design, provide and install lights for a skatepark located in Slayter Creek Park located in Anna,
Texas, using design, installation, and pricing in accordance with Buy Board Contract 677-22.
1.2 The term of this Agreement shall begin on the last date of execution hereof (the "Effective
Date') and continue until completion of the services provided herein.
Article II
Contract Documents
2.1 The Contract Documents shall include all documents enumerated in the General
Provisions, as well as the documents identified herein. Every provision of the Contract Documents below
is incorporated into this Agreement by reference. The Contract Documents referenced below are in
descending order of precedence. Any conflict between or among any of the Contract Documents shall be
resolved in favor of the document with higher precedence.
A. This Agreement;
B. Properly authorized change orders;
C. Buy Board Contract 677-22;
D. Contractor's quote attached hereto as Exhibit A;
E. Plan Sheets EL.00-EL.03 prepared by Kimley-Horn attached hereto as Exhibit B; and
F. Workers' Compensation Notice attached hereto as Exhibit C.
Article III
Scope of Work
CA-1 Skatepark Lighting at Slayter Creek Park
3.1 Contractor shall perform all the work specified in the Contract Documents.
3.2 Schematic Design Documents, Design Development Documents, Contract Documents,
drawings, plans, specifications, and other documents, including those in electronic form, prepared by
Contractor and its consultants, agents, representatives, and/or employees in connection with the Project
are intended for the use and benefit of Owner. Contractor and its consultants, agents, representatives,
and/or employees shall be deemed the authors of their respective part of said project documents.
Notwithstanding, Owner shall own, have, keep, and retain all rights, title, and interest in and to all Project
documents, including all ownership, common law, statutory, and other reserved rights, including
copyrights, in and to all such Project documents, whether in draft form or final form, which are produced
at its request and in furtherance of this Agreement or the Project. Owner shall have full authority to
authorize Contractor, Subcontractors, consultants, and material or equipment suppliers to reproduce
applicable portions of the Project documents to and for use in their execution of the work or for any other
purpose. All materials and reports prepared by Contractor in connection with this Agreement are "works
for hire" and shall be the property of Owner. Contractor shall upon completion of the, services, or earlier
termination, provide Owner with reproductions of all materials reports, and exhibits prepared by
Contractor pursuant to this Agreement, and in electronic format if requested by Owner.
Article IV
Compensation and Method of Payment
4.1 Owner shall pay the Contractor no more than $163,523, subject to additions and
deductions, for completion of the work in accordance with the Contract Documents using current funds.
4.2 Contractor agrees to furnish all materials, supplies, machinery, equipment, tools,
superintendence, labor, insurance and other accessories and services necessary to complete the Work at
Contractor's own cost and expense.
Article V
Notice to Proceed
The Contractor shall not proceed with any work required under this Agreement without a written
Notice to Proceed from City.
Article VI
Relationship of Parties
It is understood and agreed by and between the parties that in satisfying the conditions of this
Agreement, the Contractor is acting independently, and that Owner assumes no responsibility or liabilities
to any third party in connection with these actions. All services to be performed by Contractor pursuant
to this Agreement shall be in the capacity of an independent contractor, and not as an agent or employee
of Owner. Contractor shall supervise the performance of its services and shall be entitled to control the
manner and means by which its services are to be performed, subject to the terms of this Agreement. At
no time will Owner have any control or supervision over the means, methods, sequences, technologies,
undertakings, measures or procedures utilized to perform the services under this Agreement.
CA-2 Skatepark Lighting at Slayter Creek Park
Article VII
Insurance
7.1 Procurement and Evidence of Insurance. Prior to commencing the Services and
continuing until all Services to be performed under this Agreement have been completed, Contractor shall
purchase and maintain insurance with a company or companies qualified to do business in Texas and rated
at least "A" by AM Best or other equivalent rating service. All such insurance, with the exception of
workers compensation, shall name Owner as an additional insured and provide for a waiver of subrogation
against Owner for injuries, including death, property damage, or any other loss to the extent the same is
covered by the proceeds of the insurance. Each policy and renewals or replacements thereof shall provide
that it will not be canceled, non -renewed or material change except with thirty (30) days advance written
notice to City. Evidence of such insurance shall be provided to Owner by delivering certificates of
insurance.
7.2 Coverage and Limits. The insurance required under this Paragraph shall provide for the
following coverages and limits:
a. Workers' compensation and employers' liability insurance as required by applicable law
attached hereto as Exhibit B.
b. Commercial general liability insurance for bodily injury and property damage, including
limited contractual liability coverage in not less than the following amounts:
i. General Aggregate Limit $2,000,000 each occurrence
ii. Each Occurrence Limit $1,000,000 each occurrence; and
7.3 Commercial automobile liability insurance coverage, including non -owned and hired,
covering all owned, hired or non -owned vehicles including the loading or unloading thereof with limits
not less than $1,000,000.
7.4 Umbrella liability insurance covering all operations with limits of liability not less than:
Bodily Injury and Property Damage Liability
$5,000,000 each occurrence
$5,000,000 aggregate
Article VIII
Miscellaneous
8.1 Entire Agreement. This Agreement constitutes the sole and only agreement between the
parties and supersedes any prior understandings, written or oral agreements between the parties with
respect to this subject matter.
8.2 Authorization. Each party represents that it has full capacity and authority to grant all
rights and assume all obligations granted and assumed under this Agreement.
CA-3 Skatepark Lighting at Slayter Creek Park
8.3 Assignment. Contractor may not assign this Agreement in whole or in part without the
prior written consent of Owner.
8.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement
shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors,
administrators, legal representatives, successors, and assigns.
8.5 Governing Law. The Agreement shall be governed by the laws of the State of Texas,
without giving effect to any conflicts of law rule or principle that might result in the application of the
laws of another jurisdiction; and exclusive venue for any action concerning this Agreement shall be in a
State District Court of Collin County, Texas.
8.6 Amendments. This Agreement may be amended by the mutual written agreement of the
parties.
8.7 Severability. In the event any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained in it.
8.8 Survival of Covenants. Any of the representations, warranties, covenants, and obligations
of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the
termination of this Agreement shall survive termination.
8.9 Recitals. The recitals to this Agreement are incorporated herein.
8.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by first
class mail, overnight courier or by confirmed telefax or facsimile to the address specified below, or to
such other party or address as either party may designate in writing, and shall be deemed received three
(3) days after delivery set forth herein:
If intended for Owner:
City of Anna
Attn: Ryan Henderson, Interim City Manager
120 West Seventh St
Anna, Texas 75409
If intended for Contractor:
Musco Sports Lighting, LLC
Attn: James M. Hansen, Secretary
Address: 100 1 st Ave West
Oskaloosa, Iowa 52577
8.11 Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Each counterpart may consist of any number of
CA-4 Skatepark Lighting at Slayter Creek Park
copies hereof each signed by less than all, but together signed by all of the parties hereto.
8.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for
all purposes.
8.13 Indemnification. OWNER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR
INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM
THE SERVICES OF CONTRACTOR PURSUANT TO THIS AGREEMENT. CONTRACTOR
WAIVES ALL CLAIMS AGAINST OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES
(COLLECTIVELY REFERRED TO IN THIS SECTION AS THE "CITY") FOR DAMAGE TO ANY
PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM
ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF OWNER.
CONTRACTOR AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS OWNER FROM
AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING
COURT COSTS, ATTORNEYS' FEES AND RELATED EXPENSES AND COSTS OF
INVESTIGATION) AND ACTIONS BY REASON OF INJURY TO OR DEATH OF ANY PERSON
OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY CONTRACTOR'S
NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF
ANY ACT OR OMISSION ON THE PART OF CONTRACTOR, ITS OFFICERS, DIRECTORS,
SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN
SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM
OR ARE ATTRIBUTED TO SOLE NEGILGENCE OF OWNER). IF ANY ACTION OR
PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY
SUCH LIABILITY OR CLAIM, CONTRACTOR, ON NOTICE FROM OWNER, SHALL DEFEND
SUCH ACTION OR PROCEEDINGS AT CONTRACTOR'S EXPENSE, BY OR THROUGH
ATTORNEYS REASONABLY SATISFACTORY TO OWNER. CONTRACTOR'S OBLIGATIONS
UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF
INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY CONTRACTOR UNDER
THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
8.14 Leaal Construction. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable iq any respect, such
invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the
parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable,
a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in
terms as possible to the provision found to be illegal, invalid or unenforceable.
8.15 Conflicts of Interests. Contractor represents that no official, officer, or employee of
Owner has any direct or indirect pecuniary interest in this Agreement.
(signature page to follow)
CA-5 Skatepark Lighting at SIVer Creek Park
EXECUTED on this a(,-� day of �%.a, 2023.
OWNER, City of Anna, Texas
By:
4yernd?5n, Interim`- City Manager
17
Attest:
EXECUTED on this n16 day of ZrF j'll h_, 2023.
CONTRACTOR, Musco Sports Lighting, LLC
Name: James M. Hansen
Title: Secretary
130 . n w, 1
CA-6 Skatepark Lighting at Slayter Creek Park
EXHIBIT A
Siayter Creek Park Skate and Pump Track Lighting - Turnkey
Anna, Texas
Date: September 18, 2023
BuyBoard
Contract Number: 677-22
Commodity: Parks and Recreation Equipment and Field Lighting Products and Installation
All purchase orders should note the following:
BuyBoard purchase —Contract Number: 677-22
Quotation Price
Musco's Light Structure TLCTM lighting system with turnkey installation as described below.......... $163,623
Equipment Description
Light Structure TLC for LEDT" System delivered to your site in Five Easy PiecesTM
• Pre -cast concrete bases
• Galvanized steel poles
• Electrical component enclosures
• Pole length wire harness
• Factory -aimed and assembled LED luminaires for practice areas
Also Includes:
• Energy savings of more than 50% over a standard lighting system
50% less spill and glare light than Musco's prior industry leading technology
• Guaranteed Constant Light level of 30 footcandles
• Musco Constant 257" product assurance and warranty program that eliminates 100% of your
maintenance costs for 25 years, including labor and materials
• Control Link® Control & Monitoring System
• Lighting Contactors
• Structural Engineering
• Turnkey Installation per electrical plans
Payment and Performance Bonds
Taxes are NOT included in the price above. Pricing furnished is effective for 60 days unless otherwise
noted and is considered confidential.
Payment Terns
To be determined.
Late payment will be subject to service charges of 1 '/2% per month (18% APR).
Musco Sports Lighling, LLC • 2009, 2012 1 M-1290-enUS-3
Musco will make every effort to coordinate shipment so that delivery corresponds with the customer's payment
schedule. We will expect payment within the terms described above unless there Is a written statement from
Musco's corporate headquarters stating the acceptance of different terms.
Delivery to the job site from the time of order, submittal approval, and confirmation of order details
Including voltage and phase, pole locations Is approximately 30-45 days. Due to the built-in custom light
control per luminalre, pole locations need to be confirmed prior to production. Changes', to pole locations
after the product Is sent to production could result in additional charges.
Notes
Quote is based on:
• Shipment of entire project together to one location
• Structural code and wind speed = 2015 IBC,115 MPH
• Confirmation of pole locations prior to production
Thank you for considering Musco for your sports -lighting needs. Please contact me with any questions.
Chris Johnson
Sales Executive
Phone: 214-733 2927
E-mail: chds.johnson@musco.com
Musco Sports UghOng, LLC - 2009, 2012 2 M-1290-enUS-3
EXHIBIT C
REQUIRED WORKERS' COMPENSATION COVERAGE
The law requires that each person working on this site or providing services related to this construction
project must be covered by workers' compensation insurance. This includes persons providing, hauling,
or delivering equipment or materials, or providing labor or transportation or other services related to
the project, regardless of the identity of their employer or status as an employee.
Call the Division of Workers' Compensation at 1-800-252-7031 or access the division's website at
www.tdi.texas.gov/wc/indexwc.htmi to receive information on the legal requirement for coverage, to
verify whether your employer has provided the required coverage, or to report an employer's failure to
provide coverage.
TO THE CONTRACTOR:
Pursuant to Workers' Compensation Rule 110.110 (d)(7), a contractor engaged in a building or
construction project for a government entity is required to post a notice on each project site informing
all persons providing services on the project that they are required to be covered by workers'
compensation insurance. The notice required by this does not satisfy other posting requirements
imposed by the Texas Workers' Compensation Act or other Workers' Compensation Rules. This notice
must:
(1) be posted in English, Spanish and any other language common to the employer's employee
population;
(2) be displayed on each project site;
(3) state how a person may verify current coverage and report failure to provide coverage;
(4) be printed with a title in at least 30-point bold type and text in at least 19-point normal type;
and
(5) contain the exact words as prescribed in Rule 110.110 (d)(7).
The notice on the reverse side meets the above requirements. Failure to post the notice as required by
this rule is a violation of the Act and Workers' Compensation Rules. The violator may be subject to
administrative penalties.
Notice 8 (Rev.12/15) TEXAS DEPARTMENT OF INSURANCE, DIVISION OF WORKERS' COMPENSATION Rule 110.110
Date: 10/09/2023
ect Nam a: City of Anna Water Tower
#: 223802
1. SELLER NAME AND ADDRESS:
2. BUYER NAME AND ADDRESS:
Musco Sports Lighting, LLC ("Musco")
City of Anna
100 1st Avenue West — PO Box 808
111 N Powell Parkway
Oskaloosa, IA 52577
Anna, TX 75409
Attn: Lacey Van pen Heuvel
Attn: Justin Clay
Email: lacey,vandenheuvel@musco.com
Email: jclay@annatexas.gov
Telephone: 641-676-2185
Telephone: 214-901-4616
800-825-6020 Ext 2185
3. OWNER NAME AND ADDRESS:
4. SHIPPING NAME AND ADDRESS:
City of Anna
City of Anna Water Tower
111 N Powell Parkway
40 Street and FM 2862
Anna, TX 75409
Anna, TX 75409
Attn: Justin Clay
Attn: Buddy Norris/NEMA 3 Electric Inc.
Email: jciay@annatexas.gov
Email: bnorris@nema3electric,com
Telephone: 214-901-4616
Telephone: 469-777-0389
5. WARRANTY CONTACT:
6. FACILITY NAME AND ADDRESS:
Justin Clay
City of Anna Water Tower
111 N Powell Parkway
4th Street and FM 2862
Anna, TX 75409
Anna, TX 75409
Email: jclay@annatexas.gov
Telephone: 214-901-4616
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:
Light -Structure System" Foundation-to-Poletop Lighting System
(40) TLC-RGB-U Factory aimed and assembled luminaries
All mounting hardware and custom mounts
• Factory wired and tested remote electrical component enclosures
UL listed assemblies
Enhanced corrosion protection
Show -Light+® Entertainment Package with Control -Link® Control and Monitoring System
(1) control and monitoring cabinet(s) with gateway
(1) communication cabinet(s) with show controllers
(6) pre-programmed and theatrical light shows applied to facility lighting design
(3) custom 60 second light shows set to customer supplied and licensed music
• Remote on/off control
• Onsite dimming (highlmedllowlblackout)
• Custom color accent lighting control
Monitoring with 2417 customer support
8, RESPONSIBILITIES OF THE BUYER ANWOR THIRD PARTY — Buyer/Third Party agrees to:
Refer to responsibilities listed in the Installation Scope of Work in Exhibit A.
9. Contra! -Link CentraITM customer support services: commission the system; monitor and report system
alarms; provide automated facility management reports; provide on -off schedules via Control -Link
CentralT11 app or website, email, phone call or fax; and provide technical support 24 hours a day, seven
days a week.
10. 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.
19gg, 2022 Musco Sporls Lighling, LLC � M-1016-enuS-41
Page 1 of 9
Date: 1010912023 Project Name: City of Anna Water Tower Project ##: 223802
11. CONSTANT 10TM WARRANTY & MAINTENANCE PROGRAM (the "Warranty") — Musco shall provide
parts, labor and all services outlined in the Musco Constant 10 Agreement to maintain operation of lighting
equipment for 10 years as follows:
• Warranty service begins: On the date of product shipment
• Expiration date: 10 years from date of shipment
• 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
12. TOTAL PRICE -- Buyer will pay for the above -described Equipment and, if applicable, Services. The Total
Price of $250,000 is payable as follows.
• $250,000.00 within 30 days from invoice date
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:
Buyboard (contract number 677-22)
Price includes delivery, unloading, and installation to the address indicated in item #4 of this Agreement.
Project is pending approval and mutual acceptance of finance package provided by Musco Finance, LLC
(Lender). Credit approval by Lender must be complete prior to the order being released for production.
Finance documents must be signed and returned to Lender prior to shipment. Deposit will be refunded in
the event the Lender does not approve Buyer for financing.
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'/2%) 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.
13. 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.)
14. PAYMENT/PERFORMANCE BONDING — Is there a bond on this project? ❑ Yes ® No
Principal Bond Holder:
Bondina Companv Name:
`Jcc\/ 1999, 2022 Musco Sports ughling, LLG • M-1010-enU5-41
musco ,
Page 2 of 9
Date: 10/09/2023 Project Name: City of Anna Water Tower Project #: 223802
Bonding Company Address:
Bonding Company Address
Phone Number:
Bond Number:
15, DELIVERY — Normal delivery to the shipping address Indicated above is 6 to 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. Equipment will be shipped after finance agreement is finalized between Buyer and Lender.
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,
16. NO RETAINAGEMARRANTY — 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.
17. 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.
18. 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.
19. 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
tiJ(=1999, 2022 Musco Sports Lfghling, LLC - M-1010-enLJS-41
musco. . .
Page 3 o, 9
Date: 10109/2023 Project Name: City of Anna Water Tower project ##: 223802
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.
20. 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
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.
21. 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.
22. FORCE MA,IEURE — 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).
23. 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.
24. 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.
0000 t999. 2o22 Musco sports UghOng, LLC • M-1010.enUS-41
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Date: 11010912023 Project Name: City of Anna Water Tower Project #: 223802
CITY OF ANNA
MUSCO SPORTS LIGHTING, LLC
Acceptance Acceptance
this day of _"�111ab-C 2D23 this Z day of �!/ 2023
100 it at or
)e i« A0001
%nayfe Signature
art 1`'r�^.,��v�''►' 1'w•. !/
Nam and Title Name and Title
Please remember to return all pages of this agreement.
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Date: 10109/2023 Project Name: City of Anna Water Tower Project M 223802
EXHIBIT A.
City of Anna Water Tower
Anna, TX
Turnkey Scope of Work
Customer Responsibilities:
1. Complete access to the site for construction utilizing standard 2-wheel drive rubber tire equipment.
2. Locate existing underground utilities not covered by your focal utilities. (i.e. water lines, electrical
lines, irrigation systems, and sprinkler heads). Musco or Subcontractor will not be responsible for
repairs to unmarked utilities.
3. Locate and mark reference points per Musco supplied layout.
4. Pay any power company fees and requirements.
5. Pay all permitting fees and obtain the required electrical permitting.
6. Provide area on site for dumpsters.
7. Provide sealed Electrical Plans. (If required)
Musco Responsibilities:
1. Provide required mounts, electrical enclosures, luminaires, wire harnesses, and control cabinets.
2. Provide layout of mount locations and aiming diagram.
3, Provide Project Management as required.
4. Assist our installing subcontractor and ensure our responsibilities are satisfied.
Subcontractor Responsibilities
General:
1. Obtain any required permitting.
2. Contact 811 for locating underground public utilities and then confirm they have been clearly
marked.
3. Contact the facility owner/manager to confirm the existing private underground utilities and irrigation
systems have been located and are clearly marked to avoid damage from construction equipment.
Notify owner and repair damage to marked utilities. Notify owner and Musco regarding damage
which occurred to unmarked utilities.
4. Provide labor, equipment, and materials to off load equipment at jobsite per scheduled delivery.
5. Provide storage containers for material, (including electrical components enclosures), as needed.
6. Provide necessary waste disposal and daily cleanup.
7. Provide adequate security to protect Musco delivered products from theft, vandalism or damage
during the installation.
8. 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.
9. Provide startup and aiming as required to provide complete and operating lighting system.
10. Installation to commence upon delivery and proceed without interruption until complete. Notify
Musco immediately of any breaks in schedule or delays.
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DaW 10/0912023 Project Name: City of Anna Water Tower Project 4: 223802
Mounts and Luminaires:
1. Mark and confirm mount locations per the aiming diagram provided. If there are any issues,
immediately notify your Musco Project Manager.
2. Provide labor, materials, and equipment to install (40) LS mounts as specified on Layout.
3. Provide labor, materials, and equipment to assemble Musco TLC -LED luminaires, electrical
component enclosures, poles, and pole harnesses.
Electrical:
I. Provide labor, materials, and equipment to reuse existing electrical service panels as required.
2. Provide labor, materials, and equipment to install all underground conduit, wiring, pull boxes etc, and
terminate wiring as required.
3. Provide as -built drawings on completion of installation, (if required).
Show -Light+® Entertainment Package
1. Provide labor, equipment, and materials to install (4) Musco control and monitoring cabinet(s), (1)
communication cabinet and terminate all necessary wiring.
2. Provide a dedicated 120 V 20 A controls circuit or a step-down transformer for 120 V control circuit if
not available.
3. Provide 24 AWG twisted wire pair cable. Recommended Belden 7937A or equal. Cable should be
underground rated (working distance 1500 ft (457 m)).
4. Cable is terminated on surge protection device in both communication cabinet and control and
Monitoring cabinet. Drain wire is landed at surge device on control and monitoring cabinet.
Communication cabinet requires earth ground.
5. Plug ethernet cable into port on the side of communication cabinet and bottom of touch screen
(working distance 300 ft (91 m)).
6. Connect provided touch screen power supply. Requires 120 V outlet.
7. Provide audio cable % in (3.5 mm) plug from customer audio system to DMX gateway cabinet (land
on Cueserver, must be within 50 ft (15 m)).
8. Land customer provided DMX cable in Musco DMX gateway cabinet on DMX512 input terminals.
9. Check all zones to make sure they work in both auto and manual mode.
10. Commission Control -Link® by contacting Control -Link Central"" at 877-347-3319.
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Date: 10/09/2023 Project Name: City of Anna Water Tower Project #: 223802
CODE OF CONDUCT
In order to maintain a high -quality jobsite and installation, Subcontractor represents to Musco that it has the
supervision necessary to, and shall train, manage, supervise, monitor, and inspect the activities of its
employees for the purpose of enforcing compliance with these safety requirements. Subcontractor
acknowledges that Musco does not undertake any duty toward Subcontractor's employees to train, manage,
supervise, monitor, and inspect their work activities for the purpose of enforcing compliance with these safety
requirements, but Subcontractor agrees to abide by any reasonable recommendations made by Musco or
Musco representatives with respect to safety.
Subcontractor agrees that it is or will be familiar with and shall abide by the safety rules and regulations of
Musco and the Owner, including, but not limited to the Occupational Safety and Health Act of 1970 (OSHA),
all rules and regulations established pursuant thereto, and all amendments and supplements thereto.
Subcontractor further agrees to require all its employees, subcontractors, and suppliers to comply with these
requirements. Subcontractor shall also observe and comply with all laws with respect to environmental
protection applicable to the Project.
Subcontractor shall require all its subcontractors, employees, visitors, suppliers, and agents under its direction
to comply with the following:
GENERAL JOBSITE SAFETY AND CLEANLINESS.
a. Subcontractor's employees and agents shall be required to wear appropriate personal protective
equipment including, but not limited to, safety glasses with side shields, work shoes, fall protection
devices, and hard hats.
b. Where a walking or working surface has an unprotected side or edge which is six feet or more above
a lower level, Subcontractor shall use guardrail systems, safety net systems, or personal fall arrest
systems.
c. Jobsite shall be kept free of debris including, but not limited to, cardboard and packing materials
which can become windborne.
d. Construction equipment shall be parked during non-use in an orderly fashion so as not to create
inconvenience to others using the jobsite.
e. Subcontractor shall provide for and ensure the use of safety equipment for the Project in accordance
with Musco's and Owner's safety requirements, to the extent these may be stricter than federal,
state, or local standards, or generally recognized industry applicable standards.
f. Subcontractor shall provide the Musco project manager with an "Emergency List" showing
Subcontractor's designated medical doctor, hospital, insurance company, and any other health
service providers, such list to be updated within 24 hours of any change in the information provided.
g. Within eight (8) hours from the time of an accident (or such shorter period as laws may require),
Subcontractor shall advise Musco of any accident resulting in injury to any person or damage to any
equipment or facility. Upon request, Subcontractor shall promptly furnish Musco with a written report
of any such accident as well as a copy of all insurance and worker's compensation claims involving
the Project.
h. Subcontractor shall maintain and inspect all construction equipment, including cranes and other
lifting equipment, prior to each use. Subcontractor warrants that all equipment operators shall be
qualified for each piece of construction equipment they intend to operate, Documentation of specific
training is the responsibility of the Subcontractor.
i. Jobsite shall be policed daily for compliance to the above conditions.
j. Subcontractor's employees and agents are prohibited from using drugs and alcohol on the Project
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Date: 10/09/2023 Project Name: City of Anne Water Tower Project W 223802
property or being under the influence of alcohol or drugs while performing work on the Project.
Anyone observed participating in or observed under the influence will be removed from the Project
immediately and prohibited from returning, with no exceptions.
2. CONFORMANCE TO STANDARD MUSCO INSTALLATION GUIDELINES.
a. Review and understand installation instructions are provided with every product installation.
b. Education of installation personnel to allow for highest efficiency and lowest possibility of failure.
c. Verify that components have been assembled per Musco installation instructions.
d. Verify plumb of concrete foundations prior to standing of poles.
PROVIDING A QUALITY INSTALLATION TEAM.
a, Subcontractor's work directly reflects the quality of the installation and may indirectly relate to the
quality of the product upon which Musco's reputation is built.
b. Provide and maintain quality installation equipment. Records of maintenance and/or calibration shall
be provided upon request.
c. Personnel shall be knowledgeable in operation of equipment as well as installation of Musco
product.
d. All personnel provided by Subcontractor shall understand the relationship developed by and
between Subcontractor and Musco, also by and between Musco and the customer, and act
accordingly.
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