CM-2024-220 - 8/23/2024CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION SERVICES OF
SPORTS LIGHTING AT OLD SETTLERS PARK ADULT RECREATION
BASKETBALL COURT LIGHTING 2024
WITH
MUSCO SPORTS LIGHTING, LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THAT THIS AGREEMENT for the purchase of sports lighting and installation services
at Old Settlers Park Adult Recreation Basketball Court Lighting 2024 located in Round Rock,
Texas, and for related al services (referred t herein the "Agreement"), is made and
entered into on this the ay of the month of , 2024 by and between the CITY
OF ROUND ROCK, a Texas home -rule municipality, hose offices are located at 221 East
Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and MUSCO
SPORTS LIGHTING, LLC, whose offices are located at 100 1" Avenue West, P.O. Box 806,
Oskaloosa, Iowa 52577 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain services, sports lighting and installation
services for the Old Settlers Park Adult Recreation Basketball Court Lighting 2024, and City
desires to procure same from Vendor; and
WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board") and Vendor is an approved Buy Board vendor through Buy Board Contract 4677-22;
and
WHEREAS, City desires to purchase certain goods and services from Vendor through
Buy Board as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
G'6�9-act Sao
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and services and Vendor is obligated to provide said
goods and services. The Agreement includes Vendor's Proposal dated July 01, 2024 (attached as
Exhibit "A").
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods mean the specified supplies, materials, commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
2.01 EFFECTIVE DATE, TERM, PRICES FIRM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. This Agreement shall terminate upon the purchase and installation of all goods
and services as described in Exhibit "A."
C. Prices shall be firm for the duration of this Agreement. No separate line item
charges shall be permitted for invoicing purposes, including but not limited to equipment rental,
demurrage, costs associated with obtaining permits, or any other extraneous charges.
D. City reserves the right to review the relationship with Vendor at any time and may
elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terms and conditions set forth in pages one (1) through nine (9) of this Agreement.
4.01 SCOPE OF WORK
Vendor shall satisfactorily complete all services described in Vendor's Proposal, Exhibit
"A," attached hereto and incorporated herein.
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A"
within the contract term specified. A change in the Scope of Services or any term of this
Agreement, including bonding requirements, must be negotiated and agreed to in all relevant
details, and must be embodied in a valid Supplemental Agreement as described herein.
5.01 CONTRACT AMOUNT
In consideration for the deliverables and services related to the deliverables, the City
agrees to pay Vendor Thirty -Five Thousand, Eight Hundred Fifty and 00/100 Dollars
($35,850.00) for the goods and services set forth in Exhibit "A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September I
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There is a bona tide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or supplier.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Katie Baker
Park Development Manager
Parks and Recreation Department
301 West Bagdad Avenue, Suite 250
Round Rock, Texas 78664
(512) 341-3355
13.01 INSURANCE
Vendor shall meet all City of Round Rock insurance requirements set forth at:
h //www.roundrocktexas. gosy/wp-content/up_loadsl2014/12/corr insurance 07.201 12.pdf.
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and that it will not be considered in the re -advertisement of the service and that it may not
be considered in future bids for the same type of work unless the scope of work is significantly
changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, For
convenience and without cause, at any time upon thirty (30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City tenninates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. Vendor acknowledges and understands that City has adopted a Storm Water
Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139 through 14-
152 of the City's Code of Ordinances, to manage the quality of the discharges from its Municipal
Separate Storm Sewer System (MS4) and to be in compliance with the requirements of the "texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
System (TPDES). The Vendor agrees to perform all operations on City -owned facilities in
compliance with the City's Illicit Discharge Ordinance to minimize the release of pollutants into
the MS4. The Vendor agrees to comply with of the City's stormwater control measures, good
housekeeping practices and any facility specific stormwater management operating procedures
specific to a certain City facility. In addition, the Vendor agrees to comply with any applicable
TCEQ Total Maximum Daily Load (TMDL) Requirements and/or [-Plan requirements.
C. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
I. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Musco Sports Lighting, LLC
100 1 ` Avenue West
P.O. Box 808
Oskaloosa, [A 52577
Notice to City:
City Manager Stephanie L. Sandre, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of lStound Rock, Texas
By J
Printed Name: , emu A*Akl
Title: i
Date Signed: a `�
A test:
B
Meagan Spin , ity CI k
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For City, Approved as to Form:
By:
Stephanie L. Sandre, City ttorney
to
Musco Sports Lighting, LLC
By: rod- W. 1140t�
Prin d Name: ,jimes M. Hansen
Title: Segretary
Date Signed: August 7. 2024
Exhibit "A"
Vendor's Proposal
Project. Old Settlers Park Basketball
Round Rock, TX
Musco Project Number. 236363
Date: July 1, 2024
Expiration Date. August 30, 2024
BuyBoard
Master Project: 218434, Contract Number: 677-22, Expiration: 09/30/2024
Commodity: Parks and Sports Field Lighting Products and Installation Services
All purchase orders should note the following:
BuyBoard Purchase - Contract Number: 677-22
Quotation Price - Materials Delivered to Job Site and Installation
Basketball Court Lighting.......................................................................................... $ 35,850.00
Quote is con/idential. Pricing and lead times are effective for 60 days only. Prices are subject to change if the order is not
released within 60 days from the date of the purchase. Sales tax is not included.
Supplemental Lighting
• 11 CPY canopy/soffit luminaires
Control Systems and Services
• Using existing Control -Link® controls to provide remote on/off with 24/7 customer support
• Include required contactor(s)
• Include player -activated push-button with strobe light
Operation and Warranty Services
• 10-year materials warranty, with onsite labor included
Musco Scope
• Provide design and layout for lighting system
Responsibilities of Buyer
• Confirm pole or luminaire locations, supply voltage and phase required for lighting system prior to
production.
• Provide electrical design and materials for electrical distribution system; if required.
• Provide labor and equipment for installation of electrical distribution system; if required.
• Buyer is responsible for getting electrical power to the site, coordination with the utility, and any power
company fees; if required.
2016. 2023 Musty Sports Liph", LLC • M-21694enU5-V
O.
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Payment Terms
Final payment terms are subject to approval by Musco credit department Final payment shall not be withheld by Buyer
on account of delays beyond the control of Musco.
Email or fax a copy of the Purchase Order to Musco Sports Lighting, LLC:
Musco Sports Lighting, LLC
Attn: Musco Contracts
Fax: 800-734-6402
Email: musco.contracts@musco.com
All Purchase orders should note the following:
BuyBoard Purchase — Contract Number: 677-22
Delivery Timing
8 -12 weeks for delivery of materials to the job site from the time of order, submittal approval, and confirmation of
order details including voltage, phase, and pole/luminaire locations.
Notes
Quote 1s based on following conditions:
• Shipment of entire project together to one location.
• Voltage and phase to be confirmed prior to production.
Thank you for considering Musco foryour lighting needs. Please contact me with any questions or if you need
additional details.
Brant Troutman
Texas Field Sales Representative
Musco Sports Lighting, LLC
100 1st Avenue West— PO Box 808
Oskaloosa, IA 52S77, USA
Phone: 512-914-9500
E-mail:
2016. 2M3 Musco SP0113 Ley ". LLC • M-2169-enU5.17
Old Settlers Park Basketball
Round Rock, TX
Turnkey Scope of Work
Customer Responsibilities:
1. Complete access to the site for construction utilizing standard 2-wheei drive rubber tire equipment.
2. Locate existing underground utilities not covered by your local 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. Pay any power company fees and requirements.
4. Pay all permitting fees and obtain the required electrical permitting.
5. Provide area on site for dumpsters.
6. Provide sealed Electrical Plans. (If required)
Musco Responsibilities:
1. Provide required electrical enclosures and luminaires.
2. Provide layout of luminaires and aiming diagram.
3. Provide Contract 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. Keep all heavy equipment off 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.
9. Provide startup and aiming as required to provide complete and operating sports lighting system.
10. Installation to commence upon delivery and proceed without interruption until complete. Notify Musco immediately of any beaks
in schedule or delays.
Luminaires:
1. Mark and confirm luminaire 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 eleven (11) CPY fixtures as specified on Layout and per Musco layout.
Electrical:
1. Provide labor, materials, and equipment to reuse existing electrical service panels as required.
2. Provide labor, materials, and equipment to reuse existing electrical wiring as permitted.
3. Provide labor, materials, and equipment to install new contactor(s) provided by Musco.
4. Provide labor, materials, and equipment to install player activated push-button with strobe.
5. Provide as -built drawings on completion of installation, (if required).
6. Contact Control -Link® by contacting Control -Link Central "A at 877-347-3319 to commission.
2016. 2023 Musco spats Lghbnp. LLC - M-2169•enUS-17
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